Cover Page
Cover Page - shares | 9 Months Ended | |
Dec. 31, 2022 | Feb. 05, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35958 | |
Entity Registrant Name | DIGITAL TURBINE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-2267658 | |
Entity Address, Address Line One | 110 San Antonio Street, | |
Entity Address, Address Line Two | Suite 160, | |
Entity Address, City or Town | Austin, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78701 | |
City Area Code | (512) | |
Local Phone Number | 387-7717 | |
Title of 12(b) Security | Common Stock, Par Value $0.0001 Per Share | |
Trading Symbol | APPS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 99,197,058 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000317788 | |
Current Fiscal Year End Date | --03-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Current assets | ||
Cash | $ 79,307 | $ 126,768 |
Restricted cash | 554 | 394 |
Accounts receivable, net | 231,001 | 263,139 |
Prepaid expenses and other current assets | 31,912 | 20,570 |
Total current assets | 342,774 | 410,871 |
Property and equipment, net | 38,759 | 31,086 |
Right-of-use assets | 10,973 | 15,439 |
Intangible assets, net | 395,181 | 440,589 |
Goodwill | 560,340 | 559,792 |
Other non-current assets | 4,648 | 732 |
TOTAL ASSETS | 1,352,675 | 1,458,509 |
Current liabilities | ||
Accounts payable | 154,320 | 167,858 |
Accrued license fees and revenue share | 75,380 | 95,170 |
Accrued compensation | 16,206 | 28,775 |
Acquisition purchase price liabilities | 0 | 50,000 |
Current portion of debt | 0 | 12,500 |
Other current liabilities | 43,460 | 30,960 |
Total current liabilities | 289,366 | 385,263 |
Long-term debt, net of debt issuance costs | 422,310 | 520,785 |
Deferred tax liabilities, net | 18,786 | 19,976 |
Other non-current liabilities | 14,586 | 16,270 |
Total liabilities | 745,048 | 942,294 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock | 100 | 100 |
Common stock | 10 | 10 |
Additional paid-in capital | 810,994 | 745,661 |
Treasury stock (758,125 shares at December 31, 2022, and March 31, 2022) | (71) | (71) |
Accumulated other comprehensive loss | (44,201) | (39,341) |
Accumulated deficit | (161,183) | (191,788) |
Total stockholders’ equity | 605,649 | 514,571 |
Non-controlling interest | 1,978 | 1,644 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,352,675 | $ 1,458,509 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Series A convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Series A convertible preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Series A convertible preferred stock, shares issued | 100,000 | 100,000 |
Series A convertible preferred stock, shares outstanding | 100,000 | 100,000 |
Series A convertible preferred stock, liquidation preference | $ 1 | $ 1 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 99,901,328 | 97,921,826 |
Common stock, shares outstanding | 99,143,203 | 97,163,701 |
Treasury stock (in shares) | 758,125 | 758,125 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income / (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||||||
Income Statement [Abstract] | |||||||||
Net revenue | [1] | $ 162,310 | $ 216,818 | $ 525,802 | $ 563,461 | ||||
Costs of revenue and operating expenses | |||||||||
License fees and revenue share | [1] | 73,370 | 109,053 | 237,618 | 284,369 | ||||
Other direct costs of revenue | [1] | 9,324 | 9,090 | 27,438 | 21,385 | ||||
Product development | [1] | 14,218 | 13,755 | 43,087 | 40,594 | ||||
Sales and marketing | [1] | 16,469 | 15,857 | 48,017 | 47,072 | ||||
General and administrative | [1] | 39,132 | 39,924 | 114,328 | 105,225 | ||||
Total costs of revenue and operating expenses | [1] | 152,513 | 187,679 | 470,488 | 498,645 | ||||
Income from operations | [1] | 9,797 | 29,139 | 55,314 | 64,816 | ||||
Interest and other income / (expense), net | |||||||||
Change in fair value of contingent consideration | [1] | 0 | (18,200) | 0 | (40,287) | ||||
Interest expense, net | [1] | (6,913) | (2,195) | (16,224) | (5,307) | ||||
Foreign exchange transaction gain / (loss) | [1] | 17 | 2,122 | (595) | 1,603 | ||||
Other income / (expense), net | [1] | 8 | (86) | 392 | (598) | ||||
Total interest and other income / (expense), net | [1] | (6,888) | (18,359) | (16,427) | (44,589) | ||||
Income before income taxes | [1] | 2,909 | 10,780 | 38,887 | 20,227 | ||||
Income tax provision / (benefit) | [1] | (1,153) | 3,718 | 8,164 | 4,799 | ||||
Net income | 4,062 | [2] | 7,062 | [1] | 30,723 | [1] | 15,428 | [1] | |
Less: net income / (loss) attributable to non-controlling interest | [1] | 43 | 48 | 118 | (18) | ||||
Net income attributable to Digital Turbine, Inc. | [1] | 4,019 | 7,014 | 30,605 | 15,446 | ||||
Other comprehensive loss | |||||||||
Foreign currency translation adjustment | 10,144 | [2] | (8,389) | [2] | (4,644) | [1] | (45,062) | [1] | |
Comprehensive income / (loss) | [1] | 14,206 | (1,327) | 26,079 | (29,634) | ||||
Less: comprehensive income / (loss) attributable to non-controlling interest | [1] | 59 | (11) | 334 | (932) | ||||
Comprehensive income / (loss) attributable to Digital Turbine, Inc. | [1] | $ 14,147 | $ (1,316) | $ 25,745 | $ (28,702) | ||||
Net income per common share, basic (in dollars per share) | [1] | $ 0.04 | $ 0.07 | $ 0.31 | $ 0.16 | ||||
Net income per common share, diluted (in dollars per share) | [1] | $ 0.04 | $ 0.07 | $ 0.30 | $ 0.15 | ||||
Weighted-average common shares outstanding | |||||||||
Basic (in shares) | [1] | 99,108 | 96,548 | 98,623 | 94,620 | ||||
Diluted (in shares) | [1] | 103,348 | 103,287 | 103,674 | 101,346 | ||||
[1]In the fiscal quarter ended June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 3, “Acquisitions,” in the accompanying condensed consolidated financial statements.[2]In the fiscal quarter ended June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 3, “Acquisitions,” in the accompanying condensed consolidated financial statements. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income / (Loss) (Unaudited) (Parenthetical) | 3 Months Ended |
Jun. 30, 2021 business | |
Income Statement [Abstract] | |
Number of businesses acquired | 2 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | ||
Cash flows from operating activities | ||||||
Net income | [1] | $ 30,723 | $ 15,428 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | [1] | 60,147 | 40,946 | |||
Non-cash interest expense | [1] | 619 | 500 | |||
Stock-based compensation expense | [1] | 19,643 | 15,369 | |||
Foreign exchange transaction (gain) / loss | [1] | 581 | (1,603) | |||
Change in fair value of contingent consideration | [2] | $ 0 | $ 18,200 | 0 | 40,287 | |
Right-of-use asset | [1] | 4,868 | 3,270 | |||
Deferred income taxes | [1] | (2,494) | 4,799 | |||
(Increase) / decrease in assets: | ||||||
Accounts receivable, gross | [1] | 32,816 | (104,535) | |||
Allowance for credit losses | [1] | 3,009 | 412 | |||
Prepaid expenses and other current assets | [1] | (11,397) | (5,760) | |||
Other non-current assets | [1] | 100 | 74 | |||
Increase / (decrease) in liabilities: | ||||||
Accounts payable | [1] | (14,113) | 38,467 | |||
Accrued license fees and revenue share | [1] | (20,324) | 29,377 | |||
Accrued compensation | [1] | (13,131) | (33,506) | |||
Other current liabilities | [1] | 11,784 | 1,114 | |||
Other non-current liabilities | [1] | (5,317) | (1,177) | |||
Net cash provided by operating activities | [1] | 97,514 | 43,462 | |||
Cash flows from investing activities | ||||||
Equity investments | [1] | (4,000) | 0 | |||
Business acquisitions, net of cash acquired | [1] | (2,708) | (148,192) | |||
Capital expenditures | [1] | (18,598) | (15,692) | |||
Net cash used in investing activities | [1] | (25,306) | (163,884) | |||
Cash flows from financing activities | ||||||
Proceeds from borrowings | [1] | 18,000 | 369,913 | |||
Payment of debt issuance costs | [1] | (94) | (4,044) | |||
Payment of deferred business acquisition consideration | [1] | 0 | (98,175) | |||
Options and warrants exercised | [1] | 1,095 | 2,814 | |||
Payment of withholding taxes for net share settlement of equity awards | [1] | (6,202) | (7,587) | |||
Repayment of debt obligations | [1] | (129,500) | (52,623) | |||
Net cash provided by / (used in) financing activities | [1] | (116,701) | 210,298 | |||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | [1] | (2,808) | (5,554) | |||
Net change in cash and cash equivalents and restricted cash | [1] | (47,301) | 84,322 | |||
Cash and cash equivalents and restricted cash, beginning of period | [1] | 127,162 | 31,118 | $ 31,118 | ||
Cash and cash equivalents and restricted cash, end of period | [1] | $ 79,861 | $ 115,440 | 79,861 | 115,440 | 127,162 |
Supplemental disclosure of cash flow information | ||||||
Interest paid | [1] | 12,912 | 3,882 | |||
Income taxes paid | [1] | 3,917 | 954 | |||
Supplemental disclosure of non-cash activities | ||||||
Fair value of unpaid contingent consideration in connection with business acquisitions | [1] | 2,738 | 204,500 | |||
Fyber | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Change in fair value of contingent consideration | $ 50,000 | |||||
Supplemental disclosure of non-cash activities | ||||||
Common stock issued for the acquisition of Fyber | [1] | 50,000 | 356,686 | |||
Unpaid cash consideration for the acquisition of Fyber Minority Interest | [1] | $ 2,578 | $ 3,106 | |||
[1]In the fiscal quarter ended June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 3, “Acquisitions,” in the accompanying condensed consolidated financial statements.[2]In the fiscal quarter ended June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 3, “Acquisitions,” in the accompanying condensed consolidated financial statements. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 3 Months Ended |
Jun. 30, 2021 business | |
Statement of Cash Flows [Abstract] | |
Number of businesses acquired | 2 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Preferred Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Non-Controlling Interest | |||||||
Beginning balance, common (in shares) at Mar. 31, 2021 | [1] | 89,790,086 | |||||||||||||
Beginning balance at Mar. 31, 2021 | [1] | $ 145,112 | $ 10 | $ 100 | $ (71) | $ 373,310 | $ (903) | $ (227,334) | $ 0 | ||||||
Beginning balance, preferred (in shares) at Mar. 31, 2021 | [1] | 100,000 | |||||||||||||
Beginning balance, treasury (in shares) at Mar. 31, 2021 | [1] | 758,125 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | [1] | 14,253 | 14,284 | (31) | |||||||||||
Foreign currency translation | [1] | (20,781) | (20,019) | (762) | |||||||||||
Stock-based compensation expense | [1] | 3,705 | 3,705 | ||||||||||||
Shares issued: | |||||||||||||||
Exercise of stock options (in shares) | [1] | 178,127 | |||||||||||||
Exercise of stock options | [1] | 695 | 695 | ||||||||||||
Issuance of restricted shares and vesting of restricted units (in shares) | [1] | 207,758 | |||||||||||||
Shares for acquisition of Fyber (in shares) | [1] | 4,716,935 | |||||||||||||
Shares for acquisition of Fyber | [1] | 359,233 | 359,233 | ||||||||||||
Acquisition of non-controlling interests in Fyber | [1] | 24,558 | 24,558 | ||||||||||||
Ending balance, common (in shares) at Jun. 30, 2021 | [1] | 94,892,906 | |||||||||||||
Ending balance at Jun. 30, 2021 | [1] | 526,775 | $ 10 | $ 100 | $ (71) | 736,943 | (20,922) | (213,050) | 23,765 | ||||||
Ending balance, preferred (in shares) at Jun. 30, 2021 | [1] | 100,000 | |||||||||||||
Ending balance, treasury (in shares) at Jun. 30, 2021 | [1] | 758,125 | |||||||||||||
Beginning balance, common (in shares) at Mar. 31, 2021 | [1] | 89,790,086 | |||||||||||||
Beginning balance at Mar. 31, 2021 | [1] | 145,112 | $ 10 | $ 100 | $ (71) | 373,310 | (903) | (227,334) | 0 | ||||||
Beginning balance, preferred (in shares) at Mar. 31, 2021 | [1] | 100,000 | |||||||||||||
Beginning balance, treasury (in shares) at Mar. 31, 2021 | [1] | 758,125 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | [2] | 15,428 | |||||||||||||
Foreign currency translation | [2] | (45,062) | |||||||||||||
Ending balance, common (in shares) at Dec. 31, 2021 | [1] | 96,731,227 | |||||||||||||
Ending balance at Dec. 31, 2021 | [1] | 485,866 | $ 10 | $ 100 | $ (71) | 740,592 | (45,051) | (211,888) | 2,174 | ||||||
Ending balance, preferred (in shares) at Dec. 31, 2021 | [1] | 100,000 | |||||||||||||
Ending balance, treasury (in shares) at Dec. 31, 2021 | [1] | 758,125 | |||||||||||||
Beginning balance, common (in shares) at Jun. 30, 2021 | [1] | 94,892,906 | |||||||||||||
Beginning balance at Jun. 30, 2021 | [1] | 526,775 | $ 10 | $ 100 | $ (71) | 736,943 | (20,922) | (213,050) | 23,765 | ||||||
Beginning balance, preferred (in shares) at Jun. 30, 2021 | [1] | 100,000 | |||||||||||||
Beginning balance, treasury (in shares) at Jun. 30, 2021 | [1] | 758,125 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | [1] | (5,887) | (5,852) | (35) | |||||||||||
Foreign currency translation | [1] | (15,892) | (15,799) | (93) | |||||||||||
Stock-based compensation expense | [1] | 5,925 | 5,925 | ||||||||||||
Shares issued: | |||||||||||||||
Exercise of stock options (in shares) | [1] | 480,422 | |||||||||||||
Exercise of stock options | [1] | 1,460 | 1,460 | ||||||||||||
Issuance of restricted shares and vesting of restricted units (in shares) | [1] | 28,477 | |||||||||||||
Shares for acquisition of Fyber (in shares) | [1] | 1,058,364 | |||||||||||||
Shares for acquisition of Fyber | [1] | (2,547) | (2,547) | ||||||||||||
Acquisition of non-controlling interests in Fyber | [1] | (21,452) | (21,452) | ||||||||||||
Ending balance, common (in shares) at Sep. 30, 2021 | [1] | 96,460,169 | |||||||||||||
Ending balance at Sep. 30, 2021 | [1] | 488,382 | $ 10 | $ 100 | $ (71) | 741,781 | (36,721) | (218,902) | 2,185 | ||||||
Ending balance, preferred (in shares) at Sep. 30, 2021 | [1] | 100,000 | |||||||||||||
Ending balance, treasury (in shares) at Sep. 30, 2021 | [1] | 758,125 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | 7,062 | [2] | 7,014 | [1] | 48 | ||||||||||
Foreign currency translation | (8,389) | [1] | (8,330) | [1] | (59) | ||||||||||
Stock-based compensation expense | [1] | 5,739 | 5,739 | ||||||||||||
Shares issued: | |||||||||||||||
Exercise of stock options (in shares) | [1] | 201,015 | |||||||||||||
Exercise of stock options | [1] | 659 | 659 | ||||||||||||
Issuance of restricted shares and vesting of restricted units (in shares) | [1] | 70,043 | |||||||||||||
Payment of withholding taxes related to the net share settlement of equity awards | [1] | (7,587) | (7,587) | ||||||||||||
Ending balance, common (in shares) at Dec. 31, 2021 | [1] | 96,731,227 | |||||||||||||
Ending balance at Dec. 31, 2021 | [1] | $ 485,866 | $ 10 | $ 100 | $ (71) | 740,592 | (45,051) | (211,888) | 2,174 | ||||||
Ending balance, preferred (in shares) at Dec. 31, 2021 | [1] | 100,000 | |||||||||||||
Ending balance, treasury (in shares) at Dec. 31, 2021 | [1] | 758,125 | |||||||||||||
Beginning balance, common (in shares) at Mar. 31, 2022 | 97,163,701 | 97,163,701 | [1] | ||||||||||||
Beginning balance at Mar. 31, 2022 | [1] | $ 516,215 | $ 10 | $ 100 | $ (71) | 745,661 | (39,341) | (191,788) | 1,644 | ||||||
Beginning balance, preferred (in shares) at Mar. 31, 2022 | 100,000 | 100,000 | [1] | ||||||||||||
Beginning balance, treasury (in shares) at Mar. 31, 2022 | 758,125 | 758,125 | [1] | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | [1] | $ 14,958 | 14,922 | 36 | |||||||||||
Foreign currency translation | [1] | (5,542) | (5,749) | 207 | |||||||||||
Stock-based compensation expense | [1] | 6,463 | 6,463 | ||||||||||||
Shares issued: | |||||||||||||||
Exercise of stock options (in shares) | [1] | 380,176 | |||||||||||||
Exercise of stock options | [1] | 296 | 296 | ||||||||||||
Issuance of restricted shares and vesting of restricted units (in shares) | [1] | 7,763 | |||||||||||||
Shares for acquisition of Fyber (in shares) | [1] | 1,205,982 | |||||||||||||
Shares for acquisition of Fyber | [1] | 50,000 | 50,000 | ||||||||||||
Payment of withholding taxes related to the net share settlement of equity awards | [1] | (4,357) | (4,357) | ||||||||||||
Ending balance, common (in shares) at Jun. 30, 2022 | [1] | 98,757,622 | |||||||||||||
Ending balance at Jun. 30, 2022 | [1] | $ 578,033 | $ 10 | $ 100 | $ (71) | 798,063 | (45,090) | (176,866) | 1,887 | ||||||
Ending balance, preferred (in shares) at Jun. 30, 2022 | [1] | 100,000 | |||||||||||||
Ending balance, treasury (in shares) at Jun. 30, 2022 | [1] | 758,125 | |||||||||||||
Beginning balance, common (in shares) at Mar. 31, 2022 | 97,163,701 | 97,163,701 | [1] | ||||||||||||
Beginning balance at Mar. 31, 2022 | [1] | $ 516,215 | $ 10 | $ 100 | $ (71) | 745,661 | (39,341) | (191,788) | 1,644 | ||||||
Beginning balance, preferred (in shares) at Mar. 31, 2022 | 100,000 | 100,000 | [1] | ||||||||||||
Beginning balance, treasury (in shares) at Mar. 31, 2022 | 758,125 | 758,125 | [1] | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | [2] | $ 30,723 | |||||||||||||
Foreign currency translation | [2] | $ (4,644) | |||||||||||||
Shares issued: | |||||||||||||||
Exercise of stock options (in shares) | 895,450 | ||||||||||||||
Ending balance, common (in shares) at Dec. 31, 2022 | 99,143,203 | 99,143,203 | [1] | ||||||||||||
Ending balance at Dec. 31, 2022 | [1] | $ 607,627 | $ 10 | $ 100 | $ (71) | 810,994 | (44,201) | (161,183) | 1,978 | ||||||
Ending balance, preferred (in shares) at Dec. 31, 2022 | 100,000 | 100,000 | [1] | ||||||||||||
Ending balance, treasury (in shares) at Dec. 31, 2022 | 758,125 | 758,125 | [1] | ||||||||||||
Beginning balance, common (in shares) at Jun. 30, 2022 | [1] | 98,757,622 | |||||||||||||
Beginning balance at Jun. 30, 2022 | [1] | $ 578,033 | $ 10 | $ 100 | $ (71) | 798,063 | (45,090) | (176,866) | 1,887 | ||||||
Beginning balance, preferred (in shares) at Jun. 30, 2022 | [1] | 100,000 | |||||||||||||
Beginning balance, treasury (in shares) at Jun. 30, 2022 | [1] | 758,125 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | [1] | 11,703 | 11,664 | 39 | |||||||||||
Foreign currency translation | [1] | (9,246) | (9,239) | (7) | |||||||||||
Stock-based compensation expense | [1] | 6,142 | 6,142 | ||||||||||||
Shares issued: | |||||||||||||||
Exercise of stock options (in shares) | [1] | 198,778 | |||||||||||||
Exercise of stock options | [1] | 643 | 643 | ||||||||||||
Issuance of restricted shares and vesting of restricted units (in shares) | [1] | 29,035 | |||||||||||||
Payment of withholding taxes related to the net share settlement of equity awards | [1] | (1,572) | (1,572) | ||||||||||||
Ending balance, common (in shares) at Sep. 30, 2022 | [1] | 98,985,435 | |||||||||||||
Ending balance at Sep. 30, 2022 | [1] | 585,703 | $ 10 | $ 100 | $ (71) | 803,276 | (54,329) | (165,202) | 1,919 | ||||||
Ending balance, preferred (in shares) at Sep. 30, 2022 | [1] | 100,000 | |||||||||||||
Ending balance, treasury (in shares) at Sep. 30, 2022 | [1] | 758,125 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | [1] | 4,062 | 4,019 | 43 | |||||||||||
Foreign currency translation | [1] | 10,144 | 10,128 | 16 | |||||||||||
Stock-based compensation expense | [1] | 7,835 | 7,835 | ||||||||||||
Shares issued: | |||||||||||||||
Exercise of stock options (in shares) | [1] | 84,594 | |||||||||||||
Exercise of stock options | [1] | 156 | 156 | ||||||||||||
Issuance of restricted shares and vesting of restricted units (in shares) | [1] | 73,174 | |||||||||||||
Payment of withholding taxes related to the net share settlement of equity awards | [1] | $ (273) | (273) | ||||||||||||
Ending balance, common (in shares) at Dec. 31, 2022 | 99,143,203 | 99,143,203 | [1] | ||||||||||||
Ending balance at Dec. 31, 2022 | [1] | $ 607,627 | $ 10 | $ 100 | $ (71) | $ 810,994 | $ (44,201) | $ (161,183) | $ 1,978 | ||||||
Ending balance, preferred (in shares) at Dec. 31, 2022 | 100,000 | 100,000 | [1] | ||||||||||||
Ending balance, treasury (in shares) at Dec. 31, 2022 | 758,125 | 758,125 | [1] | ||||||||||||
[1]In the fiscal quarter ended June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 3, “Acquisitions,” in the accompanying condensed consolidated financial statements.[2]In the fiscal quarter ended June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 3, “Acquisitions,” in the accompanying condensed consolidated financial statements. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Jun. 30, 2021 business | |
Statement of Stockholders' Equity [Abstract] | |
Number of businesses acquired | 2 |
Description of Business
Description of Business | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of BusinessDigital Turbine, Inc., through its subsidiaries (collectively “Digital Turbine” or the “Company”), is a leading, independent mobile growth platform that levels up the landscape for advertisers, publishers, carriers, and device original equipment manufacturers (“OEMs”). The Company offers end-to-end products and solutions leveraging proprietary technology to all participants in the mobile application ecosystem, enabling brand discovery and advertising, user acquisition and engagement, and operational efficiency for advertisers. In addition, the Company’s products and solutions provide monetization opportunities for OEMs, carriers, and application (“app” or “apps”) publishers and developers. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The Company consolidates the financial results and reports non-controlling interests representing the economic interests held by other equity holders of subsidiaries that are not 100% owned by the Company. The calculation of non-controlling interests excludes any net income / (loss) attributable directly to the Company. All intercompany balances and transactions have been eliminated in consolidation. These financial statements should be read in conjunction with the Company’s audited financial statements and related notes included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2022. Unaudited Interim Financial Information These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, comprehensive income, stockholders’ equity, and cash flows for the interim periods indicated. The results of operations for the three and nine months ended December 31, 2022, are not necessarily indicative of the operating results for the full fiscal year. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Significant estimates and assumptions reflected in the financial statements include revenue recognition, including the determination of gross versus net revenue reporting, allowance for credit losses, stock-based compensation, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, fair value of contingent earn-out considerations, incremental borrowing rates for right-of-use assets and lease liabilities, and tax valuation allowances. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from management’s estimates using different assumptions or under different conditions. Management considered the impacts of global inflation, conflict in Ukraine, as well as the continued effects of COVID-19 pandemic on the Company’s critical and significant accounting estimates. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates or judgments or revise the carrying value of its assets or liabilities as a result of global inflation or the COVID-19 pandemic. Management’s estimates may change as new events occur and additional information is obtained. Actual results could differ from estimates and any such differences may be material to the Company’s condensed consolidated financial statements. Summary of Significant Accounting Policies There have been no significant changes to the Company’s significant accounting policies in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” of the notes to the condensed consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2022, other than the “Recent Accounting Pronouncements” disclosed below and changes to the Company’s segment reporting disclosed in Note 4, “Segment Information.” Accounting Pronouncements Adopted During the Period ASU 2020-04 In March 2020, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Acquisitions
Acquisitions | 9 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of In App Video Services UK LTD. On November 1, 2022, the Company completed the acquisition of all of the outstanding ownership interests of In App Video Services UK LTD. (“In App”) pursuant to a Stock Purchase Agreement (the “In App Acquisition”). Prior to the Acquisition, In App acted as a third-party representative of the Company’s App Growth Platform (“AGP”) segment’s products and services in the United Kingdom (“UK”). The acquisition of In App is part of the Company’s strategy to make investments that provide opportunities to grow market share and increase revenues in important markets and geographies like the UK. The Company acquired In App for total, estimated consideration in the range of $2,250 to $5,500, paid as follows: (1) $2,708 paid in cash at closing, including a working capital adjustment of approximately $460, with $1,000 of that amount held in escrow for one-year and (2) potential annual earn-out payments based on meeting annual revenue targets for the calendar years ended December 31, 2022, 2023, 2024 and 2025. The annual earn out payments are up to $250 for the year ended December 31, 2022 and $1,000 for each of the calendar years ended December 31, 2023, 2024 and 2025. Also, an incremental earn-out payment will be made for each of the calendar years ended 2023, 2024 and 2025 in an amount equal to 25% of revenue that is more than 150% of that calendar year’s revenue target. The Company recorded the preliminary fair values of the assets acquired and liabilities assumed in the In App Acquisition, which resulted in the recognition of: (1) current assets, net of cash acquired, of $836, (2) current liabilities of $401, (3) acquisition purchase price liability of $2,738, (4) and goodwill of $5,008. The Company recognized costs related to the In App Acquisition of $162 and $207, respectively, for the three and nine months ended December 31, 2022, in operating expenses on the condensed consolidated statements of operations and comprehensive income / (loss). Acquisition of Fyber N.V. On May 25, 2021, the Company completed the initial closing of the acquisition of 95.1% of the outstanding voting shares (the “Majority Fyber Shares”) of Fyber N.V. (“Fyber”) pursuant to a Sale and Purchase Agreement (the “Fyber Acquisition”) between Tennor Holding B.V., Advert Finance B.V., and Lars Windhorst (collectively, the “Seller”), the Company, and Digital Turbine Luxembourg S.ar.l., a wholly-owned subsidiary of the Company. The remaining outstanding shares in Fyber (the “Minority Fyber Shares”) are (to the Company’s knowledge) held by other shareholders of Fyber (the “Minority Fyber Shareholders”) and are presented as non-controlling interests within these financial statements. Fyber is a leading mobile advertising monetization platform empowering global app developers to optimize profitability through quality advertising. Fyber’s proprietary technology platform and expertise in mediation, real-time bidding, advanced analytics tools, and video combine to deliver publishers and advertisers a highly valuable app monetization solution. Fyber represents an important and strategic addition for the Company in its mission to develop one of the largest full-stack, fully-independent, mobile advertising solutions in the industry. The combined platform offering is advantageously positioned to leverage the Company’s existing on-device software presence and global distribution footprint. The Comp any acquired Fyber in exchange for an estimated aggregate consideration of up to $600,000, consisting of: i. Approximately $150,000 in cash, $124,336 of which was paid to the Seller at the closing of the acquisition and the remainder of which is to be paid to the Minority Fyber Shareholders for the Minority Fyber Shares pursuant to the tender offer described below; ii. 5,816,588 newly-issued shares of common stock of the Company to the Seller, which such number of shares was determined based on the volume-weighted average price of the common stock on NASDAQ during the 30-day period prior to the closing date, equal in value to $359,233 at the Company’s common stock closing price on May 25, 2021 , as follows. 1. 3,216,935 n ewly-issued shares of common stock of the Company equal in value to $198,678, issued at the closing of the acquisition; 2. 1,500,000 newly-issued shares of common stock of the Company equal in value to $92,640, issued on June 17, 2021; 3. 1,040,364 newly-issued shares of common stock of the Company equal in value to $64,253, issued on July 16, 2021; 4. 59,289 shares of common stock equal in value to $3,662, to be newly-issued during the Company’s fiscal second quarter 2022, but subject to a true-up reduction based on increased transaction costs associated with the staggered delivery of the Majority Fyber Shares to the Company, which true-up reduction has been finalized, as described below; and iii. Contingent upon Fyber’s net revenue (revenue less associated license fees and revenue share) being equal to or higher than $100,000 for the 12-month earn-out period ending on March 31, 2022, as determined in the manner set forth in the Sale and Purchase Agreement, a certain number of shares of the Company’s common stock, which will be newly-issued to the Seller at the end of the earn-out period, and under certain circumstances, an amount of cash, which value of such shares, based on the weighted average share price for the 30-days prior to the end of the earn-out period, and cash in aggregate, will not exceed $50,000 (subject to set-off against certain potential indemnification claims against the Seller). Based on estimates at the time of the acquisition, the Company initially determined it was unlikely Fyber would achieve the earn-out net revenue target and, as a result, no contingent liability was recognized at that time. The Company paid the cash closing amount on the closing date with a combination of available cash-on-hand and borrowings under the Company’s senior credit facility. On September 30, 2021, the Company entered into the Second Amendment Agreement (the “Second Amendment Agreement”) to the Sale and Purchase Agreement for the Fyber Acquisition. Pursuant to the Second Amendment Agreement, the parties agreed to settle the remaining number of shares of Company common stock to be issued to the Seller at 18,000 shares (i.e., a reduction of 41,289 shares from the 59,289 shares described in (ii)(4) above). As a result, the Company issued a total of 5,775,299 shares of Company common stock to the Seller in connection with the Company’s acquisition of Fyber. As of March 31, 2022, the Company had recognized the acquisition purchase price liability of $50,000. The Company settled the obligation through the issuance of 1,205,982 shares of the Company’s common stock effective May 19, 2022. Pursuant to certain German law on public takeovers, following the closing, the Company launched a public tender offer to the Minority Fyber Shareholders to acquire from them the Minority Fyber Shares. The tender offer was approved and published in July 2021, and is subject to certain minimum price rules under German law. The timing and the conditions of the tender offer, including the consideration of €0.84 per share offered to the Minority Fyber Shareholders in connection with the tender offer, was determined by the Company pursuant to the applicable Dutch and German takeover laws. During the fiscal year ended March 31, 2022, the Company purchased an additional $18,341 of Fyber's outstanding shares, resulting in an ownership percentage of Fyber of approximately 99.5% as of December 31, 2022. The Company expects to complete the purchase of the remaining outstanding Fyber shares during fiscal year 2023. The delisting of Fyber’s remaining outstanding shares on the Frankfurt Stock Exchange was completed on August 6, 2021. The fair values of the assets acquired and liabilities assumed at the date of the Fyber Acquisition are presented as follows 1 : May 25, 2021 Measurement Period Adjustments May 25, 2021 Assets acquired Cash $ 71,489 $ — $ 71,489 Accounts receivable 64,877 166 65,043 Other current assets 10,470 — 10,470 Property and equipment 1,561 — 1,561 Right-of-use asset 13,191 — 13,191 Publisher relationships 106,400 (95) 106,305 Developed technology 86,900 — 86,900 Trade names 32,100 474 32,574 Customer relationships 31,400 — 31,400 Favorable lease 1,483 — 1,483 Goodwill 303,015 (2,572) 300,443 Other non-current assets 851 — 851 Total assets acquired $ 723,737 $ (2,027) $ 721,710 Liabilities assumed Accounts payable $ 78,090 $ (1,501) $ 76,589 Accrued license fees and revenue share 5,929 — 5,929 Accrued compensation 52,929 — 52,929 Other current liabilities 12,273 (1,739) 10,534 Current portion of debt 25,789 — 25,789 Deferred tax liability, net 25,213 3,627 28,840 Other non-current liabilities 15,386 — 15,386 Total liabilities assumed $ 215,609 $ 387 $ 215,996 Total purchase price $ 508,128 $ (2,414) $ 505,714 During the measurement period ended May 25, 2022, the Company recorded a cumulative net measurement period adjustment that decreased goodwill by $2,572, as presented in the table above. The Company made these measurement period adjustments to reflect facts and circumstances that existed as of the acquisition date and did not result from intervening events subsequent to such date. The excess of cost of the Fyber Acquisition over the net amounts assigned to the fair values of the net assets acquired was recorded as goodwill and was assigned to the Company’s App Growth Platform (“AGP”) segment. The goodwill consists largely of the expected cash flows and future growth anticipated for the Company. The goodwill is not deductible for tax purposes. The identifiable intangible assets consist of publisher relationships, developed technology, trade names, customer relationships, and a favorable lease. The publisher relationships, developed technology, trade names, and customer relationships intangibles were assigned useful lives of 20.0 years, 7.0 years, 7.0 years, and 3.0 years, respectively. The below-market favorable lease was derived from Fyber’s office lease in Berlin, Germany and, per ASC 842, Leases , will be combined with Fyber's right-of-use asset for that lease and will be amortized over the remaining life of that lease. The values for the identifiable intangible assets were determined using the following valuation methodologies: • Publisher Relationships - Multi-Period Excess Earnings Method • Developed Technology - Relief from Royalty Method • Trade Names - Relief from Royalty Method • Customer Relationships - With-and-Without Method • Favorable Lease - Income Approach The Company recognized costs related to the Fyber Acquisition of $441 and $1,444, respectively, for the three and nine months ended December 31, 2022, and $5,183 and $16,898, respectively, for the three and nine months ended December 31, 2021, in operating expenses on the condensed consolidated statements of operations and comprehensive income / (loss). Acquisition of AdColony Holding AS On April 29, 2021, the Company completed the acquisition of AdColony Holding AS, a Norway company (“AdColony”), pursuant to a Share Purchase Agreement (the “AdColony Acquisition”). The Company acquired all outstanding capital stock of AdColony in exchange for an estimated total consideration in the range of $400,000 to $425,000, to be paid as follows: (1) $100,000 in cash paid at closing (subject to customary closing purchase price adjustments), (2) $100,000 in cash to be paid six months after closing, and (3) an estimated earn-out in the range of $200,000 to $225,000, to be paid in cash, based on AdColony achieving certain future target net revenue, less associated cost of goods sold (as such term is referenced in the Share Purchase Agreement), over a 12-month period ending on December 31, 2021 (the “Earn-Out Period”). Under the terms of the earn-out, the Company would pay the seller a certain percentage of actual net revenue (less associated cost of goods sold, as such term is referenced in the Share Purchase Agreement) of AdColony, depending on the extent to which AdColony achieves certain target net revenue (less associated cost of goods sold, as such term is referenced in the Share Purchase Agreement) over the Earn-Out Period. The earn-out payment will be made following the expiration of the Earn-Out Period. AdColony is a leading mobile advertising platform servicing advertisers and publishers. AdColony’s proprietary video technologies and rich media formats are widely viewed as a best-in-class technology delivering third-party verified viewability rates for well-known global brands. With the addition of AdColony, the Company expanded its collective experience, reach, and suite of capabilities to benefit mobile advertisers and publishers around the globe. Performance-based spending trends by large, established brand advertisers present material upside opportunities for platforms with unique technology deployable across exclusive access to inventory. On August 27, 2021, the Company entered into an Amendment to Share Purchase Agreement (the “Amendment Agreement”) with AdColony and Otello Corporation ASA, a Norway company and AdColony’s previous parent company. Pursuant to the Amendment Agreement, the Company and Otello agreed to set a fixed dollar amount of $204,500 for the earn-out payment obligation, to set January 15, 2022, as the payment due date for such payment amount, and to eliminate all of the Company’s earn-out support obligations under the Share Purchase Agreement. As a result, the Company recognized an $8,913 reduction of the earn-out payment obligation in change in fair value of contingent consideration on the condensed consolidated statement of operations and comprehensive income / (loss) for the fiscal second quarter ended September 30, 2021. The Company paid the cash consideration amounts that were due at closing and on October 26, 2021, with a combination of available cash-on-hand and borrowings under the Company’s senior credit facility. The payment made on October 26, 2021, was reduced to $98,175 due to an adjustment for the impact of accrued and unpaid taxes to the net working capital acquired. The difference between the amount due of $100,000 and amount paid resulted in an adjustment to goodwill. On January 15, 2022, the Company paid the AdColony Acquisition earn-out consideration of $204,500 with available cash-on-hand and an additional $179,000 of borrowings under the New Credit Agreement. See Note 9, “Debt,” for additional information regarding the New Credit Agreement. The fair values of the assets acquired and liabilities assumed at the date of the AdColony Acquisition are presented as follows: April 29, 2021 Measurement Period Adjustments April 29, 2021 Assets acquired Cash $ 24,793 $ — $ 24,793 Accounts receivable 57,285 — 57,285 Other current assets 1,845 — 1,845 Property and equipment 1,566 — 1,566 Right-of-use asset 2,460 — 2,460 Customer relationships 102,400 (600) 101,800 Developed technology 51,100 — 51,100 Trade names 36,100 (100) 36,000 Publisher relationships 4,400 — 4,400 Goodwill 202,552 (3,502) 199,050 Other non-current assets 131 — 131 Total assets acquired $ 484,632 $ (4,202) $ 480,430 Liabilities assumed Accounts payable $ 21,140 $ — $ 21,140 Accrued license fees and revenue share 28,920 — 28,920 Accrued compensation 8,453 — 8,453 Other current liabilities 1,867 — 1,867 Deferred tax liability, net 10,520 (2,377) 8,143 Other non-current liabilities 1,770 — 1,770 Total liabilities assumed $ 72,670 $ (2,377) $ 70,293 Total purchase price $ 411,962 $ (1,825) $ 410,137 During the measurement period ended April 29, 2022, the Company recorded a cumulative net measurement period adjustment that decreased goodwill by $3,502, as presented in the table above. The Company made these measurement period adjustments to reflect facts and circumstances that existed as of the acquisition date and did not result from intervening events subsequent to such date. The excess of cost of the AdColony Acquisition over the net amounts assigned to the fair values of the net assets acquired was recorded as goodwill and was assigned to the Company’s AGP segment. The goodwill consists largely of the expected cash flows and future growth anticipated for the Company. The goodwill is not deductible for tax purposes. The identifiable intangible assets consist of customer relationships, developed technology, trade names, and publisher relationships and were assigned useful lives of 8.0 years to 15.0 years, 7.0 years, 7.0 years, and 10.0 years, respectively. The values for the identifiable intangible assets were determined using the following valuation methodologies: • Customer Relationships - Multi-Period Excess Earnings Method • Developed Technology - Relief from Royalty Method • Trade Names - Relief from Royalty Method • Publisher Relationships - Cost Approach The Company recognized costs related to the AdColony Acquisition of $214 for the nine months ended December 31, 2022, and $486 and $3,977, respectively, for the three and nine months ended December 31, 2021, in operating expenses on the condensed consolidated statements of operations and comprehensive income / (loss). There were no such costs for the three months ended December 31, 2022. Pro Forma Financial Information (Unaudited) The pro forma information below gives effect to the Fyber Acquisition and the AdColony Acquisition (collectively, the “Acquisitions”) as if they had been completed on the first day of each period presented. The pro forma results of operations are presented for information purposes only. As such, they are not necessarily indicative of the Company’s results had the Acquisitions been completed on the first day of each period presented, nor do they intend to represent the Company’s future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the Acquisitions and does not reflect additional revenue opportunities following the Acquisitions. The pro forma information includes adjustments to record the assets and liabilities associated with the Acquisitions at their respective fair values, based on available information and to give effect to the financing for the Acquisitions. The prior period year-to-date pro forma information is presented below. Adjustments for the Acquisitions were not a component in prior period quarter-to-date information and therefore does not differ from amounts presented on the condensed consolidated statements of operations and comprehensive income / (loss). Nine months ended December 31, 2021 Unaudited (in thousands, except per share amounts) Net revenue $ 585,858 Net loss attributable to controlling interest $ (17,255) Basic net loss attributable to controlling interest per common share $ (0.18) Diluted net loss attributable to controlling interest per common share $ (0.18) |
Segment Information
Segment Information | 9 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer is the CODM. As of March 31, 2022, the Company operated through three operating segments, each of which was a reportable segment. The three segments were On Device Media (“ODM”), In-App Media - AdColony (“IAM-A”), and In-App Media-Fyber (“IAM-F”). Effective April 1, 2022, the Company made certain changes to its organizational and management structure that resulted in the following: (1) the renaming of the On Device Media segment to On Device Solutions and (2) the integration of IAM-A and IAM-F into a single segment. The integration of IAM-A and IAM-F was completed to drive operating efficiencies and revenue synergies. As a result of the integration of IAM-A and IAM-F, the Company reassessed its operating and reportable segments in accordance with ASC 280, Segment Reporting . Effective April 1, 2022, the Company reports its results of operations through the following two segments, each of which represents an operating and reportable segment, as follows: • On Device Solutions (“ODS”) - The Company re-named the ODM segment On Device Solutions to better reflect the nature of the segment's product offerings. This segment generates revenue from the delivery of mobile application media or content to end users. This segment provides focused solutions to all participants in the mobile application ecosystem that want to connect with end users and consumers who hold the device, including mobile carriers and device OEMs that participate in the app economy, app publishers and developers, and brands and advertising agencies. This segment's product offerings are enabled through relationships with mobile device carriers and OEMs. • App Growth Platform (“AGP”) - This segment consists of the previously reported IAM-A and IAM-F segments. AGP customers are primarily advertisers and publishers and the segment provides platforms that allow mobile app publishers and developers to monetize their monthly active users via display, native, and video advertising. The AGP platforms allow demand side platforms, advertisers, agencies, and publishers to buy and sell digital ad impressions, primarily through programmatic, real-time bidding auctions and, in some cases, through direct-bought/sold advertiser budgets. The segment also provides brand and performance advertising products to advertisers and agencies. Three months ended December 31, 2022 ODS AGP Eliminations Consolidated Net revenue $ 96,316 $ 67,407 $ (1,413) $ 162,310 License fees and revenue share 57,555 17,228 (1,413) 73,370 Segment profit $ 38,761 $ 50,179 $ — $ 88,940 Three months ended December 31, 2021 ODS AGP Eliminations Consolidated Net revenue $ 133,594 $ 89,113 $ (5,889) $ 216,818 License fees and revenue share 86,504 28,438 (5,889) 109,053 Segment profit $ 47,090 $ 60,675 $ — $ 107,765 Nine months ended December 31, 2022 ODS AGP Eliminations Consolidated Net revenue $ 323,419 $ 208,029 $ (5,646) $ 525,802 License fees and revenue share 185,791 57,473 (5,646) 237,618 Segment profit $ 137,628 $ 150,556 $ — $ 288,184 Nine months ended December 31, 2021 ODS AGP Eliminations Consolidated Net revenue $ 383,426 $ 192,764 $ (12,729) $ 563,461 License fees and revenue share 232,122 64,976 (12,729) 284,369 Segment profit $ 151,304 $ 127,788 $ — $ 279,092 Geographic Area Information Long-lived assets, excluding deferred tax assets and intangible assets, by region follow: December 31, 2022 March 31, 2022 United States and Canada $ 27,029 $ 25,946 Europe, Middle East, and Africa 11,709 5,086 Asia Pacific and China 21 54 Mexico, Central America, and South America — — Consolidated property and equipment, net $ 38,759 $ 31,086 Three months ended December 31, 2022 ODS AGP Total United States and Canada $ 38,949 $ 29,911 $ 68,860 Europe, Middle East, and Africa 42,321 26,449 68,770 Asia Pacific and China 12,975 10,564 23,539 Mexico, Central America, and South America 2,071 483 2,554 Elimination — — (1,413) Consolidated net revenue $ 96,316 $ 67,407 $ 162,310 Three months ended December 31, 2021 ODS AGP Total United States and Canada $ 74,431 $ 45,238 $ 119,669 Europe, Middle East, and Africa 35,667 34,297 69,964 Asia Pacific and China 19,877 8,547 28,424 Mexico, Central America, and South America 3,619 1,031 4,650 Elimination — — (5,889) Consolidated net revenue $ 133,594 $ 89,113 $ 216,818 Nine months ended December 31, 2022 ODS AGP Total United States and Canada $ 152,890 $ 115,957 $ 268,847 Europe, Middle East, and Africa 125,463 68,118 193,581 Asia Pacific and China 39,989 22,837 62,826 Mexico, Central America, and South America 5,077 1,117 6,194 Elimination — — (5,646) Consolidated net revenue $ 323,419 $ 208,029 $ 525,802 Nine months ended December 31, 2021 ODS AGP Total United States and Canada $ 220,662 $ 96,110 $ 316,772 Europe, Middle East, and Africa 96,318 74,257 170,575 Asia Pacific and China 54,636 20,090 74,726 Mexico, Central America, and South America 11,810 2,307 14,117 Elimination — — (12,729) Consolidated net revenue $ 383,426 $ 192,764 $ 563,461 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill, net, by segment follows: ODS AGP Total Goodwill as of March 31, 2022 $ 80,176 $ 479,616 $ 559,792 Purchase of In App Video — 5,008 5,008 Foreign currency translation and other — (4,460) (4,460) Goodwill as of December 31, 2022 $ 80,176 $ 480,164 $ 560,340 Intangible Assets The components of intangible assets as of December 31, 2022, and March 31, 2022, were as follows: As of December 31, 2022 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 12.11 years $ 170,030 $ (34,935) $ 135,095 Developed technology 5.53 years 146,419 (33,601) 112,818 Trade names 2.58 years 69,922 (22,503) 47,419 Publisher relationships 18.07 years 108,821 (8,972) 99,849 Total $ 495,192 $ (100,011) $ 395,181 As of March 31, 2022 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 12.01 years $ 171,060 $ (19,636) $ 151,424 Developed technology 6.26 years 144,581 (18,103) 126,478 Trade names 3.33 years 69,205 (8,523) 60,682 Publisher relationships 18.77 years 106,514 (4,509) 102,005 Total $ 491,360 $ (50,771) $ 440,589 Estimated amortization expense in future fiscal years is expected to be: Fiscal year 2023 $ 16,090 Fiscal year 2024 64,361 Fiscal year 2025 55,740 Fiscal year 2026 41,491 Fiscal year 2027 35,372 Thereafter 182,127 Total $ 395,181 |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable December 31, 2022 March 31, 2022 Billed $ 180,491 $ 189,208 Unbilled 60,424 82,324 Allowance for credit losses (9,914) (8,393) Accounts receivable, net $ 231,001 $ 263,139 Billed accounts receivable represent amounts billed to customers for which the Company has an unconditional right to consideration. Unbilled accounts receivable represents revenue recognized but billed after period-end. All unbilled receivables as of December 31, 2022 and March 31, 2022, are expected to be billed and collected (subject to the allowance for credit losses) within twelve months. Allowance for Credit Losses The Company maintains reserves for current expected credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment December 31, 2022 March 31, 2022 Computer-related equipment $ 3,469 $ 2,855 Developed software 59,045 41,011 Furniture and fixtures 1,947 1,836 Leasehold improvements 3,637 3,687 Property and equipment, gross 68,098 49,389 Accumulated depreciation (29,339) (18,303) Property and equipment, net $ 38,759 $ 31,086 |
Leases
Leases | 9 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various non-cancellable operating lease agreements for certain offices as well as assumed various leases through its recent acquisitions. These leases currently have lease periods expiring between fiscal years 2023 and 2029. The lease agreements may include one or more options to renew. Renewals were not assumed in the Company’s determination of the lease term unless the renewals were deemed to be reasonably assured at lease commencement. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease costs, weighted-average lease term, and discount rates are detailed below. Schedule, by fiscal year, of maturities of lease liabilities as of: December 31, 2022 Fiscal year 2023 $ 1,052 Fiscal year 2024 3,958 Fiscal year 2025 2,120 Fiscal year 2026 1,641 Fiscal year 2027 1,319 Thereafter 1,519 Total undiscounted cash flows 11,609 (Less imputed interest) (841) Present value of lease liabilities $ 10,768 The current portion of the Company’s lease liabilities, payable within the next 12 months, is included in other current liabilities, other non-current liabilities Associated with these financial liabilities, the Company has right-of-use assets of $10,973 as of December 31, 2022, which is calculated using the present value of lease liabilities less any lease incentives received from landlords and any deferred rent liability balances as of the date of implementation. The discount rates used to calculate the imputed interest above range from 2.00% to 6.75% and the weighted-average remaining lease term is 3.99 years. |
Debt
Debt | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes borrowings under the Company’s debt obligations and the associated interest rates: December 31, 2022 Balance Interest Rate Unused Line Fee BoA Revolver (subject to variable rate) $ 425,134 6.12 % 0.20 % Debt obligations on the condensed consolidated balance sheets consist of the following: December 31, 2022 March 31, 2022 Revolver $ 425,134 $ 524,134 Less: Debt issuance costs (2,824) (3,349) Debt assumed through Fyber Acquisition — 12,500 Total debt, net 422,310 533,285 Less: Current portion of debt — (12,500) Long-term debt, net of debt issuance costs $ 422,310 $ 520,785 Revolver On February 3, 2021, the Company entered into a credit agreement (the “Credit Agreement”) with Bank of America, N.A. (“BoA”), which provides for a revolving line of credit (the “Revolver”) of up to $100,000 with an accordion feature enabling the Company to increase the total amount up to $200,000. Funds are to be used for acquisitions, working capital, and general corporate purposes. The Credit Agreement contains customary covenants, representations, and events of default and also requires the Company to comply with a maximum consolidated leverage ratio and minimum fixed charge coverage ratio. On April 29, 2021, the Company amended and restated the Credit Agreement (the “New Credit Agreement”) with BoA, as a lender and administrative agent, and a syndicate of other lenders, which provided for a revolving line of credit of up to $400,000. The revolving line of credit matures on April 29, 2026, and contains an accordion feature enabling the Company to increase the total amount of the Revolver by $75,000 plus an amount that would enable the Company to remain in compliance with its consolidated secured net leverage ratio, on such terms as agreed to by the parties. The New Credit Agreement contains customary covenants, representations, and events of default and also requires the Company to comply with a maximum consolidated secured net leverage ratio and minimum consolidated interest coverage ratio. On December 29, 2021, the Company amended the New Credit Agreement (the “First Amendment”), which provides for an increase in the revolving line of credit by $125,000, which increased the maximum aggregate principal amount of the revolving line of credit to $600,000, including the accordion feature mentioned above. The First Amendment made no other changes to the terms or interest rates of the New Credit Agreement. On October 26, 2022, the Company amended the New Credit Agreement (the “Second Amendment”) to replace LIBOR with the Term Secured Overnight Financing Rate (“SOFR”). As a result, borrowings under the New Credit Agreement where the applicable rate was LIBOR will accrue interest at an annual rate equal to SOFR plus between 1.50% and 2.25% beginning on October 26, 2022. The Second Amendment made no other changes in the terms of the New Credit Agreement. As of December 31, 2022, of the total amount outstanding, $239,000 remains subject to LIBOR-based interest rates. The Company incurred debt issuance costs of $4,064 for the New Credit Agreement, inclusive of costs incurred for the First Amendment. The Company had $425,134 drawn against the New Credit Agreement, classified as long-term debt on the condensed consolidated balance sheet, with remaining unamortized debt issuance costs of $2,824 as of December 31, 2022. Deferred debt issuance costs associated with the New Credit Agreement and First Amendment are recorded as a reduction of the carrying value of the debt on the condensed consolidated balance sheets. All deferred debt issuance costs are amortized on a straight-line basis over the term of the loan to interest expense. As of December 31, 2022, amounts outstanding under the New Credit Agreement accrue interest at an annual rate equal to, at the Company’s election, (i) SOFR plus between 1.50% and 2.25%, based on the Company’s consolidated leverage ratio, or (ii) a base rate based upon the highest of (a) the federal funds rate plus 0.50%, (b) BoA’s prime rate, or (c) SOFR plus 1.00% plus between 0.50% and 1.25%, based on the Company’s consolidated leverage ratio. Additionally, the New Credit Agreement is subject to an unused line of credit fee between 0.15% and 0.35% per annum, based on the Company’s consolidated leverage ratio. As of December 31, 2022, the interest rate was 6.12% and the unused line of credit fee was 0.20%. The Company’s payment and performance obligations under the New Credit Agreement and related loan documents are secured by its grant of a security interest in substantially all of its personal property assets, whether now existing or hereafter acquired, subject to certain exclusions. If the Company acquires any real property assets with a fair market value in excess of $5,000, it is required to grant a security interest in such real property as well. All such security interests are required to be first priority security interests, subject to certain permitted liens. As of December 31, 2022, the Company had $174,866 available to draw on the revolving line of credit under the New Credit Agreement and was in compliance with all covenants. The fair value of the Company’s outstanding debt approximates its carrying value. Interest income / (expense), net Interest income / (expense), net, amortization of debt issuance costs, and unused line of credit fees were recorded in interest and other income / (expense), net, on the condensed consolidated statements of operations and comprehensive income / (loss), as follows: Three months ended December 31, Nine months ended December 31, 2022 2021 2022 2021 Interest income / (expense), net $ (6,671) $ (1,940) $ (15,538) $ (4,565) Amortization of debt issuance costs (211) (190) (619) (500) Unused line of credit fees and other (31) (65) (67) (242) Total interest income / (expense), net $ (6,913) $ (2,195) $ (16,224) $ (5,307) |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-Based Award Plans On September 15, 2020, the Company’s stockholders approved the 2020 Equity Incentive Plan of Digital Turbine, Inc. (the “2020 Plan”), pursuant to which the Company may grant equity incentive awards to directors, employees and other eligible participants. A total of 12,000,000 shares of common stock were reserved for grant under the 2020 Plan. The types of awards that may be granted under the 2020 Plan include incentive and non-qualified stock options, stock appreciation rights, restricted stock, and restricted stock units. The 2020 Plan became effective on September 15, 2020, and has a term of ten years. Stock options may be either incentive stock options, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified stock options. As of December 31, 2022, 8,857,557 shares of common stock were available for issuance as future awards under the Company’ s 2020 Plan. The following table summarizes stock option activity: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Aggregate Intrinsic Value Options outstanding as of March 31, 2022 7,123,300 $ 9.33 6.11 $ 262,419 Granted 1,323,986 29.98 Exercised (895,450) 2.19 Forfeited / Expired (322,512) 47.21 Options outstanding as of December 31, 2022 7,229,324 $ 12.50 6.20 $ 64,889 Exercisable as of December 31, 2022 5,659,738 $ 7.34 5.44 $ 62,310 At December 31, 2022, total unrecognized stock-based compensation expense related to unvested stock options, net of estimated forfeitures, was $26,721, with an expected remaining weighted-average recognition period of 2.16 years. Restricted Stock Awards of restricted stock units (“RSUs”) may be either grants of time-based restricted units or performance-based restricted units that are issued at no cost to the recipient. The cost of these awards is determined using the fair market value of the Company’s common stock on the date of the grant. No capital transaction occurs until the units vest, at which time they are converted to restricted or unrestricted stock. Compensation expense for RSUs with a time condition is recognized on a straight-line basis over the requisite service period. Compensation expense for RSUs with a performance condition are recognized on a straight-line basis based on the most likely attainment scenario, which is re-evaluated each period. From time-to-time, the Company enters into restricted stock agreements (“RSAs”) with certain employees and consultants. The RSAs have performance conditions, market conditions, time conditions, or a combination thereof. In some cases, once the stock vests, the individual is restricted from selling the shares of stock for a certain defined period, from three months to one year, depending on the terms of the RSA. As reported in the Company’s Current Reports on Forms 8-K filed with the SEC on February 19, 2014, and June 25, 2014, the Company adopted a Board Member Equity Ownership and Retention Policy that supersedes any post-vesting lock-up in RSAs that are applicable to people covered by the policy, which includes the Company’s Board of Directors and Chief Executive Officer. The following table summarizes RSU and RSA activity: Number of Shares Weighted-Average Grant Date Fair Value Unvested restricted shares outstanding as of March 31, 2022 373,301 $ 35.82 Granted 1,604,925 23.08 Vested (214,789) 27.51 Forfeited (41,463) 40.73 Unvested restricted shares outstanding as of December 31, 2022 1,721,974 $ 24.87 At December 31, 2022, total unrecognized stock-based compensation expense related to RSUs and RSAs was $34,390, with an expected remaining weighted-average recognition period of 2.32 years. Stock-Based Compensation Expense Stock-based compensation expense for the three and nine months ended December 31, 2022, was $7,620 and $19,643 , respectively, and was recorded within general and administrative expenses on the condensed consolidated statements of operations and comprehensive income / (loss). Stock-based compensation expense for the three and nine months ended December 31, 2021, was $5,739 and $15,369, respectively, and was recorded within general and administrative expenses on the condensed consolidated statements of operations and comprehensive income / (loss). |
Earnings per Share
Earnings per Share | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic net income per common share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per common share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period and including the dilutive effects of employee stock-based awards outstanding during the period. Stock options totaling 1,477,381 and 1,462,517 for the three and nine months ended December 31, 2022, respectively, and 296,254 and 448,121 for the three and nine months ended December 31, 2021, respectively, were outstanding but not included in the calculation of diluted earnings per share because inclusion of the options in the calculation would be antidilutive due to their exercise prices exceeding the average market price of the common shares during the periods. The following table sets forth the computation of basic and diluted net income / (loss) per share of common stock (in thousands, except per share amounts): Three months ended December 31, Nine months ended December 31, 2022 2021 2022 2021 Net income 4,062 7,062 30,723 15,428 Less: net income / (loss) attributable to non-controlling interest 43 48 118 (18) Net income attributable to Digital Turbine, Inc. $ 4,019 $ 7,014 $ 30,605 $ 15,446 Weighted-average common shares outstanding, basic 99,108 96,548 98,623 94,620 Basic net income per common share attributable to Digital Turbine, Inc. $ 0.04 $ 0.07 $ 0.31 $ 0.16 Weighted-average common shares outstanding, diluted 103,348 103,287 103,674 101,346 Diluted net income per common share attributable to Digital Turbine, Inc. $ 0.04 $ 0.07 $ 0.30 $ 0.15 |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s provision for income taxes as a percentage of pre-tax earnings (“effective tax rate”) is based on a current estimate of the annual effective income tax rate, adjusted to reflect the impact of discrete items. In accordance with ASC 740, Accounting for Income Taxes , jurisdictions forecasting losses that are not benefited due to valuation allowances are not included in the Company’s forecasted effective tax rate. During the three and nine months ended December 31, 2022, a tax benefit and provision of $1,153 and $8,164, respectively, resulted in an effective tax rate of (39.6)% and 21.0%, respectively. Differences between the effective tax rate and the statutory tax rate primarily relate to return to provision true-ups filed in the current period. During the three and nine months ended December 31, 2021, a tax provision of $3,718 and $4,799 resulted in an effective tax rate of 34.5% and 23.7%, respectively. Differences between the effective tax rate and the statutory tax rate primarily relate to state income taxes, nontaxable adjustments to the AdColony and Fyber earn-outs, and tax deductions for stock compensation that exceed the book expense. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Hosting Agreements The Company enters into hosting agreements with service providers and in some cases, those agreements include minimum commitments that require the Company to purchase a minimum amount of service over a specified time period (“the minimum commitment period”). The minimum commitment period is generally one-year in duration and the hosting agreements include multiple minimum commitment periods. The Company’s minimum purchase commitments under these hosting agreements total approximately $181,603 over the next 4.00 years. Legal Matters The Company may be involved in various claims, suits, assessments, investigations, and legal proceedings that arise from time to time in the ordinary course of its business. The Company accrues a liability when it is both probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these accruals at least quarterly and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained and the Company’s views on the probable outcomes of claims, suits, assessments, investigations, or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period such determination is made. For some matters, the amount of liability is not probable or the amount cannot be reasonably estimated and, therefore, accruals have not been made. On June 6, 2022 and July 21, 2022, shareholders of the Company filed class action complaints against the Company and certain of the Company’s officers in the Western District of Texas related to Digital Turbine, Inc.’s announcement in May 2022 that it would restate some of its financial results. The claims allege violations of certain federal securities laws. In addition, in September and October of 2022, shareholders of the Company filed derivative complaints against the Company and the Company’s directors in the Western District of Texas, Delaware state courts, and Texas state courts alleging breaches of fiduciary duties relating to the allegations made in the class action complaints. The federal derivative cases are consolidated, and the Texas derivative case has been dismissed and re-filed in Delaware federal court and the Delaware derivative cases are now consolidated, and all such derivative cases are stayed under a court order, pending a ruling on any motion to dismiss the federal class action that is later filed. The Company and individual defendants deny any allegations of wrongdoing and the Company plans to vigorously defend against the claims asserted in these complaints. Due to the early stages of these cases, management is unable to assess a likely outcome or potential liability at this time. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The Company consolidates the financial results and reports non-controlling interests representing the economic interests held by other equity holders of subsidiaries that are not 100% owned by the Company. The calculation of non-controlling interests excludes any net income / (loss) attributable directly to the Company. All intercompany balances and transactions have been eliminated in consolidation. These financial statements should be read in conjunction with the Company’s audited financial statements and related notes included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2022. |
Consolidation | Unaudited Interim Financial Information These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, comprehensive income, stockholders’ equity, and cash flows for the interim periods indicated. The results of operations for the three and nine months ended December 31, 2022, are not necessarily indicative of the operating results for the full fiscal year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Significant estimates and assumptions reflected in the financial statements include revenue recognition, including the determination of gross versus net revenue reporting, allowance for credit losses, stock-based compensation, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, fair value of contingent earn-out considerations, incremental borrowing rates for right-of-use assets and lease liabilities, and tax valuation allowances. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from management’s estimates using different assumptions or under different conditions. Management considered the impacts of global inflation, conflict in Ukraine, as well as the continued effects of COVID-19 pandemic on the Company’s critical and significant accounting estimates. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates or judgments or revise the carrying value of its assets or liabilities as a result of global inflation or the COVID-19 pandemic. Management’s estimates may change as new events occur and additional information is obtained. Actual results could differ from estimates and any such differences may be material to the Company’s condensed consolidated financial statements. |
Accounting Pronouncements Adopted During the Period | Accounting Pronouncements Adopted During the Period ASU 2020-04 In March 2020, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed | The fair values of the assets acquired and liabilities assumed at the date of the Fyber Acquisition are presented as follows 1 : May 25, 2021 Measurement Period Adjustments May 25, 2021 Assets acquired Cash $ 71,489 $ — $ 71,489 Accounts receivable 64,877 166 65,043 Other current assets 10,470 — 10,470 Property and equipment 1,561 — 1,561 Right-of-use asset 13,191 — 13,191 Publisher relationships 106,400 (95) 106,305 Developed technology 86,900 — 86,900 Trade names 32,100 474 32,574 Customer relationships 31,400 — 31,400 Favorable lease 1,483 — 1,483 Goodwill 303,015 (2,572) 300,443 Other non-current assets 851 — 851 Total assets acquired $ 723,737 $ (2,027) $ 721,710 Liabilities assumed Accounts payable $ 78,090 $ (1,501) $ 76,589 Accrued license fees and revenue share 5,929 — 5,929 Accrued compensation 52,929 — 52,929 Other current liabilities 12,273 (1,739) 10,534 Current portion of debt 25,789 — 25,789 Deferred tax liability, net 25,213 3,627 28,840 Other non-current liabilities 15,386 — 15,386 Total liabilities assumed $ 215,609 $ 387 $ 215,996 Total purchase price $ 508,128 $ (2,414) $ 505,714 The fair values of the assets acquired and liabilities assumed at the date of the AdColony Acquisition are presented as follows: April 29, 2021 Measurement Period Adjustments April 29, 2021 Assets acquired Cash $ 24,793 $ — $ 24,793 Accounts receivable 57,285 — 57,285 Other current assets 1,845 — 1,845 Property and equipment 1,566 — 1,566 Right-of-use asset 2,460 — 2,460 Customer relationships 102,400 (600) 101,800 Developed technology 51,100 — 51,100 Trade names 36,100 (100) 36,000 Publisher relationships 4,400 — 4,400 Goodwill 202,552 (3,502) 199,050 Other non-current assets 131 — 131 Total assets acquired $ 484,632 $ (4,202) $ 480,430 Liabilities assumed Accounts payable $ 21,140 $ — $ 21,140 Accrued license fees and revenue share 28,920 — 28,920 Accrued compensation 8,453 — 8,453 Other current liabilities 1,867 — 1,867 Deferred tax liability, net 10,520 (2,377) 8,143 Other non-current liabilities 1,770 — 1,770 Total liabilities assumed $ 72,670 $ (2,377) $ 70,293 Total purchase price $ 411,962 $ (1,825) $ 410,137 |
Summary of Pro Forma Information | The prior period year-to-date pro forma information is presented below. Adjustments for the Acquisitions were not a component in prior period quarter-to-date information and therefore does not differ from amounts presented on the condensed consolidated statements of operations and comprehensive income / (loss). Nine months ended December 31, 2021 Unaudited (in thousands, except per share amounts) Net revenue $ 585,858 Net loss attributable to controlling interest $ (17,255) Basic net loss attributable to controlling interest per common share $ (0.18) Diluted net loss attributable to controlling interest per common share $ (0.18) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | A summary of segment information follows: Three months ended December 31, 2022 ODS AGP Eliminations Consolidated Net revenue $ 96,316 $ 67,407 $ (1,413) $ 162,310 License fees and revenue share 57,555 17,228 (1,413) 73,370 Segment profit $ 38,761 $ 50,179 $ — $ 88,940 Three months ended December 31, 2021 ODS AGP Eliminations Consolidated Net revenue $ 133,594 $ 89,113 $ (5,889) $ 216,818 License fees and revenue share 86,504 28,438 (5,889) 109,053 Segment profit $ 47,090 $ 60,675 $ — $ 107,765 Nine months ended December 31, 2022 ODS AGP Eliminations Consolidated Net revenue $ 323,419 $ 208,029 $ (5,646) $ 525,802 License fees and revenue share 185,791 57,473 (5,646) 237,618 Segment profit $ 137,628 $ 150,556 $ — $ 288,184 Nine months ended December 31, 2021 ODS AGP Eliminations Consolidated Net revenue $ 383,426 $ 192,764 $ (12,729) $ 563,461 License fees and revenue share 232,122 64,976 (12,729) 284,369 Segment profit $ 151,304 $ 127,788 $ — $ 279,092 |
Schedule of Long-lived Assets by Geographic Areas | Long-lived assets, excluding deferred tax assets and intangible assets, by region follow: December 31, 2022 March 31, 2022 United States and Canada $ 27,029 $ 25,946 Europe, Middle East, and Africa 11,709 5,086 Asia Pacific and China 21 54 Mexico, Central America, and South America — — Consolidated property and equipment, net $ 38,759 $ 31,086 |
Schedule of Revenue by Geographic Areas | Net revenue by geography is based on the billing addresses of the Company’s customers and a reconciliation of disaggregated revenue by segment follows: Three months ended December 31, 2022 ODS AGP Total United States and Canada $ 38,949 $ 29,911 $ 68,860 Europe, Middle East, and Africa 42,321 26,449 68,770 Asia Pacific and China 12,975 10,564 23,539 Mexico, Central America, and South America 2,071 483 2,554 Elimination — — (1,413) Consolidated net revenue $ 96,316 $ 67,407 $ 162,310 Three months ended December 31, 2021 ODS AGP Total United States and Canada $ 74,431 $ 45,238 $ 119,669 Europe, Middle East, and Africa 35,667 34,297 69,964 Asia Pacific and China 19,877 8,547 28,424 Mexico, Central America, and South America 3,619 1,031 4,650 Elimination — — (5,889) Consolidated net revenue $ 133,594 $ 89,113 $ 216,818 Nine months ended December 31, 2022 ODS AGP Total United States and Canada $ 152,890 $ 115,957 $ 268,847 Europe, Middle East, and Africa 125,463 68,118 193,581 Asia Pacific and China 39,989 22,837 62,826 Mexico, Central America, and South America 5,077 1,117 6,194 Elimination — — (5,646) Consolidated net revenue $ 323,419 $ 208,029 $ 525,802 Nine months ended December 31, 2021 ODS AGP Total United States and Canada $ 220,662 $ 96,110 $ 316,772 Europe, Middle East, and Africa 96,318 74,257 170,575 Asia Pacific and China 54,636 20,090 74,726 Mexico, Central America, and South America 11,810 2,307 14,117 Elimination — — (12,729) Consolidated net revenue $ 383,426 $ 192,764 $ 563,461 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill, net, by segment follows: ODS AGP Total Goodwill as of March 31, 2022 $ 80,176 $ 479,616 $ 559,792 Purchase of In App Video — 5,008 5,008 Foreign currency translation and other — (4,460) (4,460) Goodwill as of December 31, 2022 $ 80,176 $ 480,164 $ 560,340 |
Components of Intangible Assets | The components of intangible assets as of December 31, 2022, and March 31, 2022, were as follows: As of December 31, 2022 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 12.11 years $ 170,030 $ (34,935) $ 135,095 Developed technology 5.53 years 146,419 (33,601) 112,818 Trade names 2.58 years 69,922 (22,503) 47,419 Publisher relationships 18.07 years 108,821 (8,972) 99,849 Total $ 495,192 $ (100,011) $ 395,181 As of March 31, 2022 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 12.01 years $ 171,060 $ (19,636) $ 151,424 Developed technology 6.26 years 144,581 (18,103) 126,478 Trade names 3.33 years 69,205 (8,523) 60,682 Publisher relationships 18.77 years 106,514 (4,509) 102,005 Total $ 491,360 $ (50,771) $ 440,589 |
Schedule of Future Amortization Expense | Estimated amortization expense in future fiscal years is expected to be: Fiscal year 2023 $ 16,090 Fiscal year 2024 64,361 Fiscal year 2025 55,740 Fiscal year 2026 41,491 Fiscal year 2027 35,372 Thereafter 182,127 Total $ 395,181 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | December 31, 2022 March 31, 2022 Billed $ 180,491 $ 189,208 Unbilled 60,424 82,324 Allowance for credit losses (9,914) (8,393) Accounts receivable, net $ 231,001 $ 263,139 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | December 31, 2022 March 31, 2022 Computer-related equipment $ 3,469 $ 2,855 Developed software 59,045 41,011 Furniture and fixtures 1,947 1,836 Leasehold improvements 3,637 3,687 Property and equipment, gross 68,098 49,389 Accumulated depreciation (29,339) (18,303) Property and equipment, net $ 38,759 $ 31,086 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities | Schedule, by fiscal year, of maturities of lease liabilities as of: December 31, 2022 Fiscal year 2023 $ 1,052 Fiscal year 2024 3,958 Fiscal year 2025 2,120 Fiscal year 2026 1,641 Fiscal year 2027 1,319 Thereafter 1,519 Total undiscounted cash flows 11,609 (Less imputed interest) (841) Present value of lease liabilities $ 10,768 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes borrowings under the Company’s debt obligations and the associated interest rates: December 31, 2022 Balance Interest Rate Unused Line Fee BoA Revolver (subject to variable rate) $ 425,134 6.12 % 0.20 % Debt obligations on the condensed consolidated balance sheets consist of the following: December 31, 2022 March 31, 2022 Revolver $ 425,134 $ 524,134 Less: Debt issuance costs (2,824) (3,349) Debt assumed through Fyber Acquisition — 12,500 Total debt, net 422,310 533,285 Less: Current portion of debt — (12,500) Long-term debt, net of debt issuance costs $ 422,310 $ 520,785 Three months ended December 31, Nine months ended December 31, 2022 2021 2022 2021 Interest income / (expense), net $ (6,671) $ (1,940) $ (15,538) $ (4,565) Amortization of debt issuance costs (211) (190) (619) (500) Unused line of credit fees and other (31) (65) (67) (242) Total interest income / (expense), net $ (6,913) $ (2,195) $ (16,224) $ (5,307) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Aggregate Intrinsic Value Options outstanding as of March 31, 2022 7,123,300 $ 9.33 6.11 $ 262,419 Granted 1,323,986 29.98 Exercised (895,450) 2.19 Forfeited / Expired (322,512) 47.21 Options outstanding as of December 31, 2022 7,229,324 $ 12.50 6.20 $ 64,889 Exercisable as of December 31, 2022 5,659,738 $ 7.34 5.44 $ 62,310 |
Summary of RSU Activity | The following table summarizes RSU and RSA activity: Number of Shares Weighted-Average Grant Date Fair Value Unvested restricted shares outstanding as of March 31, 2022 373,301 $ 35.82 Granted 1,604,925 23.08 Vested (214,789) 27.51 Forfeited (41,463) 40.73 Unvested restricted shares outstanding as of December 31, 2022 1,721,974 $ 24.87 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share of Common Stock | The following table sets forth the computation of basic and diluted net income / (loss) per share of common stock (in thousands, except per share amounts): Three months ended December 31, Nine months ended December 31, 2022 2021 2022 2021 Net income 4,062 7,062 30,723 15,428 Less: net income / (loss) attributable to non-controlling interest 43 48 118 (18) Net income attributable to Digital Turbine, Inc. $ 4,019 $ 7,014 $ 30,605 $ 15,446 Weighted-average common shares outstanding, basic 99,108 96,548 98,623 94,620 Basic net income per common share attributable to Digital Turbine, Inc. $ 0.04 $ 0.07 $ 0.31 $ 0.16 Weighted-average common shares outstanding, diluted 103,348 103,287 103,674 101,346 Diluted net income per common share attributable to Digital Turbine, Inc. $ 0.04 $ 0.07 $ 0.30 $ 0.15 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Nov. 01, 2022 USD ($) | May 19, 2022 shares | Jan. 15, 2022 USD ($) | Oct. 26, 2021 USD ($) | Sep. 30, 2021 USD ($) shares | Jul. 16, 2021 USD ($) shares | Jun. 17, 2021 USD ($) shares | May 25, 2021 USD ($) shares | Apr. 29, 2021 USD ($) | Sep. 30, 2021 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 25, 2022 USD ($) | Apr. 29, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jul. 31, 2021 € / shares | ||
Business Acquisition [Line Items] | ||||||||||||||||||||
Goodwill | $ 560,340,000 | $ 560,340,000 | $ 559,792,000 | |||||||||||||||||
Change in fair value of contingent consideration | [1] | 0 | $ 18,200,000 | 0 | $ 40,287,000 | |||||||||||||||
Revolving credit facility | Credit Agreement, BoA | Line of credit | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Proceeds from line of credit | $ 179,000,000 | |||||||||||||||||||
In App | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Payment to acquire business | $ 2,708,000 | |||||||||||||||||||
Cash consideration, working capital adjustment | 460,000 | |||||||||||||||||||
Cash consideration, held in escrow | $ 1,000,000 | |||||||||||||||||||
Cash consideration, held in escrow, payment term | 1 year | |||||||||||||||||||
Earn out payment, 2022 | $ 250,000 | |||||||||||||||||||
Earn out payment, 2023 | 1,000,000 | |||||||||||||||||||
Earn out payment, 2024 | 1,000,000 | |||||||||||||||||||
Earn out payment, 2025 | $ 1,000,000 | |||||||||||||||||||
Incremental earn-out payment, percent of revenue above target | 25% | |||||||||||||||||||
Incremental earn-out payment, revenue target percentage | 150% | |||||||||||||||||||
Current assets acquired | $ 836,000 | |||||||||||||||||||
Current liabilities assumed | 401,000 | |||||||||||||||||||
Acquisition purchase price liability | 2,738,000 | |||||||||||||||||||
Goodwill | 5,008,000 | |||||||||||||||||||
Acquisition costs | 162,000 | 207,000 | ||||||||||||||||||
In App | Minimum | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Total consideration | 2,250,000 | |||||||||||||||||||
In App | Maximum | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Total consideration | $ 5,500,000 | |||||||||||||||||||
Fyber | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Total consideration | $ 600,000,000 | |||||||||||||||||||
Payment to acquire business | 124,336,000 | $ 150,000,000 | ||||||||||||||||||
Goodwill | $ 303,015,000 | $ 300,443,000 | ||||||||||||||||||
Acquisition costs | $ 441,000 | 5,183,000 | $ 1,444,000 | 16,898,000 | ||||||||||||||||
Percentage of voting interests acquired | 95.10% | |||||||||||||||||||
Business acquisition, stock issued (in shares) | shares | 18,000 | 1,040,364 | 1,500,000 | 3,216,935 | 59,289 | 5,775,299 | ||||||||||||||
Business acquisition, value of stock issued | $ 64,253,000 | $ 92,640,000 | $ 198,678,000 | $ 3,662,000 | $ 359,233,000 | |||||||||||||||
Contingent consideration, revenue threshold, minimum | 100,000,000 | |||||||||||||||||||
Estimated contingent consideration, maximum | $ 50,000,000 | |||||||||||||||||||
Business acquisition, stock reduction (in shares) | shares | 41,289 | |||||||||||||||||||
Change in fair value of contingent consideration | 50,000,000 | |||||||||||||||||||
Settlement of contingent consideration liability (in shares) | shares | 1,205,982 | |||||||||||||||||||
Additional equity interest purchased | $ 18,341,000 | |||||||||||||||||||
Cumulative voting interest acquired | 99.50% | 99.50% | ||||||||||||||||||
Goodwill adjustment | $ (2,572,000) | |||||||||||||||||||
Fyber | Plan | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business acquisition, stock issued (in shares) | shares | 5,816,588 | |||||||||||||||||||
Fyber | Minority Fyber Shareholders | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Business acquisition, per share price (in EUR per share) | € / shares | € 0.84 | |||||||||||||||||||
Fyber | Publisher relationships | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Intangible assets acquired, useful life | 20 years | |||||||||||||||||||
Fyber | Developed technology | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Intangible assets acquired, useful life | 7 years | |||||||||||||||||||
Fyber | Trade names | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Intangible assets acquired, useful life | 7 years | |||||||||||||||||||
Fyber | Customer relationships | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Intangible assets acquired, useful life | 3 years | |||||||||||||||||||
AdColony | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Payment to acquire business | $ 98,175,000 | $ 100,000,000 | ||||||||||||||||||
Cash consideration, held in escrow, payment term | 6 months | |||||||||||||||||||
Goodwill | $ 202,552,000 | $ 199,050,000 | ||||||||||||||||||
Acquisition costs | $ 0 | $ 486,000 | $ 214,000 | 3,977,000 | ||||||||||||||||
Estimated contingent consideration, maximum | 225,000,000 | |||||||||||||||||||
Change in fair value of contingent consideration | $ (8,913,000) | |||||||||||||||||||
Goodwill adjustment | $ (3,502,000) | |||||||||||||||||||
Estimated contingent consideration, minimum | 200,000,000 | |||||||||||||||||||
Contingent consideration | $ 204,500,000 | $ 204,500,000 | $ 204,500,000 | |||||||||||||||||
Cash consideration held | $ 100,000,000 | |||||||||||||||||||
Payment for contingent consideration liability | $ 204,500,000 | |||||||||||||||||||
AdColony | Publisher relationships | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Intangible assets acquired, useful life | 10 years | |||||||||||||||||||
AdColony | Developed technology | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Intangible assets acquired, useful life | 7 years | |||||||||||||||||||
AdColony | Trade names | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Intangible assets acquired, useful life | 7 years | |||||||||||||||||||
AdColony | Minimum | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Total consideration | $ 400,000,000 | |||||||||||||||||||
AdColony | Minimum | Customer relationships | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Intangible assets acquired, useful life | 8 years | |||||||||||||||||||
AdColony | Maximum | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Total consideration | $ 425,000,000 | |||||||||||||||||||
AdColony | Maximum | Customer relationships | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Intangible assets acquired, useful life | 15 years | |||||||||||||||||||
[1]In the fiscal quarter ended June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 3, “Acquisitions,” in the accompanying condensed consolidated financial statements. |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Detail) $ in Thousands | 12 Months Ended | |||||
May 25, 2022 USD ($) | Apr. 29, 2022 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | May 25, 2021 USD ($) | Apr. 29, 2021 USD ($) | |
Assets acquired | ||||||
Goodwill | $ 560,340 | $ 559,792 | ||||
Fyber | ||||||
Assets acquired | ||||||
Cash | $ 71,489 | $ 71,489 | ||||
Accounts receivable | 65,043 | 64,877 | ||||
Other current assets | 10,470 | 10,470 | ||||
Property and equipment | 1,561 | 1,561 | ||||
Right-of-use asset | 13,191 | 13,191 | ||||
Goodwill | 300,443 | 303,015 | ||||
Other non-current assets | 851 | 851 | ||||
Total assets acquired | 721,710 | 723,737 | ||||
Liabilities assumed | ||||||
Accounts payable | 76,589 | 78,090 | ||||
Accrued license fees and revenue share | 5,929 | 5,929 | ||||
Accrued compensation | 52,929 | 52,929 | ||||
Other current liabilities | 10,534 | 12,273 | ||||
Current portion of debt | 25,789 | 25,789 | ||||
Deferred tax liability, net | 28,840 | 25,213 | ||||
Other non-current liabilities | 15,386 | 15,386 | ||||
Total liabilities assumed | 215,996 | 215,609 | ||||
Purchase price | 505,714 | $ 508,128 | ||||
Measurement Period Adjustments | ||||||
Accounts receivable | 166 | |||||
Goodwill adjustment | (2,572) | |||||
Total assets acquired | (2,027) | |||||
Accounts payable | (1,501) | |||||
Other current liabilities | (1,739) | |||||
Deferred tax liability, net | 3,627 | |||||
Total liabilities assumed | 387 | |||||
Total purchase price | (2,414) | |||||
Foreign currency exchange rate | 1.22 | |||||
Fyber | Publisher relationships | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 106,305 | $ 106,400 | ||||
Measurement Period Adjustments | ||||||
Amortizable intangible assets | (95) | |||||
Fyber | Developed technology | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 86,900 | 86,900 | ||||
Fyber | Trade names | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 32,574 | 32,100 | ||||
Measurement Period Adjustments | ||||||
Amortizable intangible assets | 474 | |||||
Fyber | Customer relationships | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 31,400 | 31,400 | ||||
Favorable lease | $ 1,483 | $ 1,483 | ||||
AdColony | ||||||
Assets acquired | ||||||
Cash | $ 24,793 | $ 24,793 | ||||
Accounts receivable | 57,285 | 57,285 | ||||
Other current assets | 1,845 | 1,845 | ||||
Property and equipment | 1,566 | 1,566 | ||||
Right-of-use asset | 2,460 | 2,460 | ||||
Goodwill | 199,050 | 202,552 | ||||
Other non-current assets | 131 | 131 | ||||
Total assets acquired | 480,430 | 484,632 | ||||
Liabilities assumed | ||||||
Accounts payable | 21,140 | 21,140 | ||||
Accrued license fees and revenue share | 28,920 | 28,920 | ||||
Accrued compensation | 8,453 | 8,453 | ||||
Other current liabilities | 1,867 | 1,867 | ||||
Deferred tax liability, net | 8,143 | 10,520 | ||||
Other non-current liabilities | 1,770 | 1,770 | ||||
Total liabilities assumed | 70,293 | 72,670 | ||||
Purchase price | 410,137 | 411,962 | ||||
Measurement Period Adjustments | ||||||
Goodwill adjustment | (3,502) | |||||
Total assets acquired | (4,202) | |||||
Deferred tax liability, net | (2,377) | |||||
Total liabilities assumed | (2,377) | |||||
Total purchase price | (1,825) | |||||
AdColony | Publisher relationships | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 4,400 | 4,400 | ||||
AdColony | Developed technology | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 51,100 | 51,100 | ||||
AdColony | Trade names | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 36,000 | 36,100 | ||||
Measurement Period Adjustments | ||||||
Amortizable intangible assets | (100) | |||||
AdColony | Customer relationships | ||||||
Assets acquired | ||||||
Amortizable intangible assets | 101,800 | $ 102,400 | ||||
Measurement Period Adjustments | ||||||
Amortizable intangible assets | $ (600) |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended |
Dec. 31, 2021 USD ($) $ / shares | |
Business Combination and Asset Acquisition [Abstract] | |
Net revenue | $ | $ 585,858 |
Net loss attributable to controlling interest | $ | $ (17,255) |
Basic net loss attributable to controlling interest per common share (in dollars per share) | $ / shares | $ (0.18) |
Diluted net loss attributable to controlling interest per common share (in dollars per share) | $ / shares | $ (0.18) |
Segment Information - Additiona
Segment Information - Additional Information (Details) - segment | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 2 | 3 |
Number of reportable segments | 2 | 3 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | [1] | $ 162,310 | $ 216,818 | $ 525,802 | $ 563,461 |
License fees and revenue share | [1] | 73,370 | 109,053 | 237,618 | 284,369 |
Segment profit | 88,940 | 107,765 | 288,184 | 279,092 | |
Elimination | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | (1,413) | (5,889) | (5,646) | (12,729) | |
License fees and revenue share | (1,413) | (5,889) | (5,646) | (12,729) | |
Segment profit | 0 | 0 | 0 | 0 | |
ODS | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 96,316 | 133,594 | 323,419 | 383,426 | |
ODS | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 96,316 | 133,594 | 323,419 | 383,426 | |
License fees and revenue share | 57,555 | 86,504 | 185,791 | 232,122 | |
Segment profit | 38,761 | 47,090 | 137,628 | 151,304 | |
ODS | Elimination | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 0 | 0 | 0 | 0 | |
AGP | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 67,407 | 89,113 | 208,029 | 192,764 | |
AGP | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 67,407 | 89,113 | 208,029 | 192,764 | |
License fees and revenue share | 17,228 | 28,438 | 57,473 | 64,976 | |
Segment profit | 50,179 | 60,675 | 150,556 | 127,788 | |
AGP | Elimination | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | $ 0 | $ 0 | $ 0 | $ 0 | |
[1]In the fiscal quarter ended June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 3, “Acquisitions,” in the accompanying condensed consolidated financial statements. |
Segment Information - Schedul_2
Segment Information - Schedule of Long-lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | $ 38,759 | $ 31,086 |
United States and Canada | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | 27,029 | 25,946 |
Europe, Middle East, and Africa | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | 11,709 | 5,086 |
Asia Pacific and China | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | 21 | 54 |
Mexico, Central America, and South America | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | $ 0 | $ 0 |
Segment Information - Schedul_3
Segment Information - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | [1] | $ 162,310 | $ 216,818 | $ 525,802 | $ 563,461 |
Elimination | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | (1,413) | (5,889) | (5,646) | (12,729) | |
ODS | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 96,316 | 133,594 | 323,419 | 383,426 | |
ODS | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 96,316 | 133,594 | 323,419 | 383,426 | |
ODS | Elimination | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 0 | 0 | 0 | 0 | |
AGP | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 67,407 | 89,113 | 208,029 | 192,764 | |
AGP | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 67,407 | 89,113 | 208,029 | 192,764 | |
AGP | Elimination | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 0 | 0 | 0 | 0 | |
United States and Canada | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 68,860 | 119,669 | 268,847 | 316,772 | |
United States and Canada | ODS | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 38,949 | 74,431 | 152,890 | 220,662 | |
United States and Canada | AGP | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 29,911 | 45,238 | 115,957 | 96,110 | |
Europe, Middle East, and Africa | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 68,770 | 69,964 | 193,581 | 170,575 | |
Europe, Middle East, and Africa | ODS | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 42,321 | 35,667 | 125,463 | 96,318 | |
Europe, Middle East, and Africa | AGP | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 26,449 | 34,297 | 68,118 | 74,257 | |
Asia Pacific and China | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 23,539 | 28,424 | 62,826 | 74,726 | |
Asia Pacific and China | ODS | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 12,975 | 19,877 | 39,989 | 54,636 | |
Asia Pacific and China | AGP | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 10,564 | 8,547 | 22,837 | 20,090 | |
Mexico, Central America, and South America | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 2,554 | 4,650 | 6,194 | 14,117 | |
Mexico, Central America, and South America | ODS | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | 2,071 | 3,619 | 5,077 | 11,810 | |
Mexico, Central America, and South America | AGP | Operating segments | |||||
Entity Wide Revenue Major Customer [Line Items] | |||||
Net revenue | $ 483 | $ 1,031 | $ 1,117 | $ 2,307 | |
[1]In the fiscal quarter ended June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 3, “Acquisitions,” in the accompanying condensed consolidated financial statements. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning | $ 559,792 |
Purchase of In App Video | 5,008 |
Foreign currency translation and other | (4,460) |
Goodwill, ending | 560,340 |
ODS | |
Goodwill [Roll Forward] | |
Goodwill, beginning | 80,176 |
Purchase of In App Video | 0 |
Foreign currency translation and other | 0 |
Goodwill, ending | 80,176 |
AGP | |
Goodwill [Roll Forward] | |
Goodwill, beginning | 479,616 |
Purchase of In App Video | 5,008 |
Foreign currency translation and other | (4,460) |
Goodwill, ending | $ 480,164 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||
Cost | $ 495,192 | $ 491,360 |
Accumulated Amortization | (100,011) | (50,771) |
Net | $ 395,181 | $ 440,589 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 12 years 1 month 9 days | 12 years 3 days |
Cost | $ 170,030 | $ 171,060 |
Accumulated Amortization | (34,935) | (19,636) |
Net | $ 135,095 | $ 151,424 |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 5 years 6 months 10 days | 6 years 3 months 3 days |
Cost | $ 146,419 | $ 144,581 |
Accumulated Amortization | (33,601) | (18,103) |
Net | $ 112,818 | $ 126,478 |
Trade names | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 2 years 6 months 29 days | 3 years 3 months 29 days |
Cost | $ 69,922 | $ 69,205 |
Accumulated Amortization | (22,503) | (8,523) |
Net | $ 47,419 | $ 60,682 |
Publisher relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 18 years 25 days | 18 years 9 months 7 days |
Cost | $ 108,821 | $ 106,514 |
Accumulated Amortization | (8,972) | (4,509) |
Net | $ 99,849 | $ 102,005 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Finite Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 16,120 | $ 13,773 | $ 48,422 | $ 34,873 | |
Trade names | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Weighted-Average Remaining Useful Life | 2 years 6 months 29 days | 3 years 3 months 29 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fiscal year 2023 | $ 16,090 |
Fiscal year 2024 | 64,361 |
Fiscal year 2025 | 55,740 |
Fiscal year 2026 | 41,491 |
Fiscal year 2027 | 35,372 |
Thereafter | 182,127 |
Total | $ 395,181 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Receivables [Abstract] | |||||
Billed | $ 180,491 | $ 180,491 | $ 189,208 | ||
Unbilled | 60,424 | 60,424 | 82,324 | ||
Allowance for credit losses | (9,914) | (9,914) | (8,393) | ||
Accounts receivable, net | 231,001 | 231,001 | $ 263,139 | ||
Bad debt expense | $ 683 | $ 512 | $ 2,932 | $ 693 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 68,098 | $ 49,389 |
Accumulated depreciation | (29,339) | (18,303) |
Property and equipment, net | 38,759 | 31,086 |
Computer-related equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,469 | 2,855 |
Developed software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 59,045 | 41,011 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,947 | 1,836 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3,637 | $ 3,687 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 4,014 | $ 2,192 | $ 11,722 | $ 6,073 |
Internal use assets | General and administrative | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | 2,394 | 1,316 | 7,139 | 3,137 |
Developed software | Other direct costs of revenue | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 1,620 | $ 1,510 | $ 4,583 | $ 2,936 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 USD ($) renewalOption | Mar. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Number of renewal options, minimum | renewalOption | 1 | |
Operating lease liability, current, statement of financial position location | Other current liabilities | |
Operating lease liability, noncurrent, statement of financial position location | Other non-current liabilities | |
Right-of-use assets | $ | $ 10,973 | $ 15,439 |
Weighted-average remaining lease term | 3 years 11 months 26 days | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Weighted average discount rate | 2% | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Weighted average discount rate | 6.75% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
Fiscal year 2023 | $ 1,052 |
Fiscal year 2024 | 3,958 |
Fiscal year 2025 | 2,120 |
Fiscal year 2026 | 1,641 |
Fiscal year 2027 | 1,319 |
Thereafter | 1,519 |
Total undiscounted cash flows | 11,609 |
(Less imputed interest) | (841) |
Present value of lease liabilities | $ 10,768 |
Debt - Summary of Borrowings (D
Debt - Summary of Borrowings (Details) - Revolving credit facility - Credit Agreement, BoA - Line of credit - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||
Debt outstanding | $ 425,134 | $ 524,134 |
Interest Rate | 6.12% | |
Unused Line Fee | 0.20% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: Debt issuance costs | $ (2,824) | $ (3,349) |
Total debt, net | 422,310 | 533,285 |
Less: Current portion of debt | 0 | (12,500) |
Long-term debt, net of debt issuance costs | 422,310 | 520,785 |
Line of credit | Revolving credit facility | Credit Agreement, BoA | ||
Debt Instrument [Line Items] | ||
Debt outstanding | 425,134 | 524,134 |
Line of credit | Revolving credit facility | Credit Agreement, Fyber | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 0 | $ 12,500 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 9 Months Ended | |||||||
Oct. 26, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 29, 2021 | Apr. 29, 2021 | Feb. 03, 2021 | ||
Debt Instrument [Line Items] | ||||||||
Payment of debt issuance costs | [1] | $ 94,000 | $ 4,044,000 | |||||
Debt issuance costs, net | 2,824,000 | $ 3,349,000 | ||||||
Line of credit | Credit Agreement, BoA | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 600,000,000 | $ 100,000,000 | ||||||
Maximum borrowing capacity, including accordion feature | $ 400,000,000 | $ 200,000,000 | ||||||
Maximum borrowing capacity, accordion feature | $ 125,000,000 | 75,000,000 | ||||||
Payment of debt issuance costs | 4,064,000 | |||||||
Debt outstanding | $ 425,134,000 | 524,134,000 | ||||||
Unused Line Fee | 0.20% | |||||||
Interest Rate | 6.12% | |||||||
Collateral, threshold amount to grant security interest | $ 5,000,000 | |||||||
Remaining borrowing capacity | $ 174,866,000 | |||||||
Line of credit | Credit Agreement, BoA | SOFR | Revolving credit facility | Election two | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement, basis spread on variable rate | 1% | |||||||
Line of credit | Credit Agreement, BoA | Federal funds rate | Revolving credit facility | Election two | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement, basis spread on variable rate | 0.50% | |||||||
Line of credit | Credit Agreement, BoA | Minimum | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused Line Fee | 0.15% | |||||||
Line of credit | Credit Agreement, BoA | Minimum | SOFR | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement, basis spread on variable rate | 1.50% | |||||||
Line of credit | Credit Agreement, BoA | Minimum | SOFR | Revolving credit facility | Election one | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement, basis spread on variable rate | 1.50% | |||||||
Line of credit | Credit Agreement, BoA | Minimum | Base Rate | Revolving credit facility | Election two | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement, basis spread on variable rate | 0.50% | |||||||
Line of credit | Credit Agreement, BoA | Maximum | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused Line Fee | 0.35% | |||||||
Line of credit | Credit Agreement, BoA | Maximum | SOFR | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement, basis spread on variable rate | 2.25% | |||||||
Line of credit | Credit Agreement, BoA | Maximum | SOFR | Revolving credit facility | Election one | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement, basis spread on variable rate | 2.25% | |||||||
Line of credit | Credit Agreement, BoA | Maximum | Base Rate | Revolving credit facility | Election two | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit agreement, basis spread on variable rate | 1.25% | |||||||
Line of credit | Credit Agreement, BoA, subject to LIBOR | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt outstanding | $ 239,000,000 | |||||||
Line of credit | Credit Agreement, Fyber | Revolving credit facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt outstanding | $ 0 | $ 12,500,000 | ||||||
[1]In the fiscal quarter ended June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 3, “Acquisitions,” in the accompanying condensed consolidated financial statements. |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||||
Interest income / (expense), net | $ (6,671) | $ (1,940) | $ (15,538) | $ (4,565) |
Amortization of debt issuance costs | (211) | (190) | (619) | (500) |
Unused line of credit fees and other | (31) | (65) | (67) | (242) |
Interest expense, net | $ (6,913) | $ (2,195) | $ (16,224) | $ (5,307) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 15, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock base compensation expense, options | $ 26,721 | $ 26,721 | |||
Unrecognized stock base compensation expense, RSU and RSA | 34,390 | 34,390 | |||
Stock compensation expense | $ 7,620 | $ 5,739 | $ 19,643 | $ 15,369 | |
2020 Equity Incentive Plan of Digital Turbine, Inc. | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Reserved for future issuance (in shares) | 12,000,000 | ||||
Term of plan | 10 years | ||||
Available for issuance (in shares) | 8,857,557 | 8,857,557 | |||
Stock option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock base compensation expense, period of recognition | 2 years 1 month 28 days | ||||
RSU/RSA | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock base compensation expense, period of recognition | 2 years 3 months 25 days | ||||
RSU/RSA | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 months | ||||
RSU/RSA | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 1 year |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | |
Number of Shares | ||
Options outstanding, beginning (in shares) | shares | 7,123,300 | |
Granted (in shares) | shares | 1,323,986 | |
Exercised (in shares) | shares | (895,450) | |
Forfeited / Expired (in shares) | shares | (322,512) | |
Options outstanding, ending (in shares) | shares | 7,229,324 | 7,123,300 |
Exercisable (in shares) | shares | 5,659,738 | |
Weighted-Average Exercise Price (per share) | ||
Options outstanding, beginning (in dollars per share) | $ / shares | $ 9.33 | |
Granted (in dollars per share) | $ / shares | 29.98 | |
Exercised (in dollars per share) | $ / shares | 2.19 | |
Forfeited / Expired (in dollars per share) | $ / shares | 47.21 | |
Options outstanding, ending (in dollars per share) | $ / shares | 12.50 | $ 9.33 |
Exercisable (in dollars per share) | $ / shares | $ 7.34 | |
Weighted-Average Remaining Contractual Life (in years) | ||
Outstanding | 6 years 2 months 12 days | 6 years 1 month 9 days |
Exercisable | 5 years 5 months 8 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ | $ 64,889 | $ 262,419 |
Exercisable | $ | $ 62,310 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Details) - RSU/RSA | 9 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of Shares | |
Unvested, beginning balance (in shares) | shares | 373,301 |
Granted (in shares) | shares | 1,604,925 |
Vested (in shares) | shares | (214,789) |
Forfeited (in shares) | shares | (41,463) |
Unvested, ending balance (in shares) | shares | 1,721,974 |
Weighted-Average Grant Date Fair Value | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 35.82 |
Granted (in dollars per share) | $ / shares | 23.08 |
Vested (in dollars per share) | $ / shares | 27.51 |
Forfeited (in dollars per share) | $ / shares | 40.73 |
Unvested ending balance (in dollars per share) | $ / shares | $ 24.87 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock equivalents excluded from net loss per diluted share because their effect would have been anti-dilutive (in shares) | 1,477,381 | 296,254 | 1,462,517 | 448,121 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | [1] | Jun. 30, 2022 | [1] | Dec. 31, 2021 | Sep. 30, 2021 | [1] | Jun. 30, 2021 | [1] | Dec. 31, 2022 | Dec. 31, 2021 | ||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Net income (loss) | $ 4,062 | [1] | $ 11,703 | $ 14,958 | $ 7,062 | [2] | $ (5,887) | $ 14,253 | $ 30,723 | [2] | $ 15,428 | [2] | |||||
Less: net income / (loss) attributable to non-controlling interest | [2] | 43 | 48 | 118 | (18) | ||||||||||||
Net income attributable to Digital Turbine, Inc. | [2] | $ 4,019 | $ 7,014 | $ 30,605 | $ 15,446 | ||||||||||||
Weighted-average common shares outstanding, basic | [2] | 99,108 | 96,548 | 98,623 | 94,620 | ||||||||||||
Basic net income per common share (in dollars per share) | $ 0.04 | $ 0.07 | $ 0.31 | $ 0.16 | |||||||||||||
Weighted-average common shares outstanding, diluted | [2] | 103,348 | 103,287 | 103,674 | 101,346 | ||||||||||||
Diluted net income per common share (in dollars per share) | $ 0.04 | $ 0.07 | $ 0.30 | $ 0.15 | |||||||||||||
[1]In the fiscal quarter ended June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 3, “Acquisitions,” in the accompanying condensed consolidated financial statements.[2]In the fiscal quarter ended June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 3, “Acquisitions,” in the accompanying condensed consolidated financial statements. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ (1,153) | $ 3,718 | $ 8,164 | $ 4,799 |
Effective tax rate | (39.60%) | 34.50% | 21% | 23.70% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Hosting agreement $ in Thousands | 9 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Purchase commitment, amount | $ 181,603 |
Minimum | |
Business Acquisition [Line Items] | |
Purchase commitment, period | 1 year |
Maximum | |
Business Acquisition [Line Items] | |
Purchase commitment, period | 4 years |