Cover Page
Cover Page - shares | 3 Months Ended | |
Jun. 30, 2021 | Aug. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-35958 | |
Entity Registrant Name | DIGITAL TURBINE, INC. | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 $0.0001 Per Share | |
Trading Symbol | APPS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 96,096,317 | |
Entity Central Index Key | 0000317788 | |
Amendment Flag | true | |
Amendment Description | ASC 606 Restatement |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | |
Current assets | |||
Cash | [1] | $ 83,129 | $ 30,778 |
Restricted cash | [1] | 883 | 340 |
Accounts receivable, net | [1] | 219,099 | 61,985 |
Prepaid expenses and other current assets | [1] | 20,675 | 4,282 |
Total current assets | [1] | 323,786 | 97,385 |
Property and equipment, net | [1] | 18,927 | 13,050 |
Right-of-use assets | [1] | 19,565 | 3,495 |
Deferred tax assets, net | [1] | 0 | 12,963 |
Intangible assets, net | [1] | 488,360 | 53,300 |
Goodwill | [1] | 572,607 | 80,176 |
Other non-current assets | [1] | 799 | 0 |
TOTAL ASSETS | [1] | 1,424,044 | 260,369 |
Current liabilities | |||
Accounts payable | [1] | 155,378 | 34,953 |
Accrued license fees and revenue share | [1] | 84,428 | 46,196 |
Accrued compensation | [1] | 23,251 | 9,817 |
Short-term debt | [1] | 20,415 | 14,557 |
Other current liabilities | [1] | 21,659 | 5,626 |
Acquisition purchase price liabilities | [1] | 313,413 | 0 |
Total current liabilities | [1] | 618,544 | 111,149 |
Long-term debt, net of debt issuance costs | [1] | 233,830 | 0 |
Deferred tax liabilities, net | [1] | 24,676 | 0 |
Other non-current liabilities | [1] | 20,219 | 4,108 |
Total liabilities | [1] | 897,269 | 115,257 |
Commitments and contingencies | [1] | ||
Stockholders' equity | |||
Preferred stock | [1] | 100 | 100 |
Common stock | [1] | 10 | 10 |
Additional paid-in capital | [1] | 736,943 | 373,310 |
Treasury stock (754,599 shares at June 30, 2021 and March 31, 2021) | [1] | (71) | (71) |
Accumulated other comprehensive loss | [1] | (20,922) | (903) |
Accumulated deficit | [1] | (213,050) | (227,334) |
Total stockholders' equity attributable to Digital Turbine, Inc. | [1] | 503,010 | 145,112 |
Non-controlling interest | [1] | 23,765 | 0 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | [1] | $ 1,424,044 | $ 260,369 |
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021USD ($)business$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | |
Statement of Financial Position [Abstract] | ||
Series A convertible preferred stock, par value (in dollars per share) | $ / shares | $ 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) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 95,788,373 | 90,685,553 |
Common stock, shares outstanding | 95,052,667 | 89,949,847 |
Treasury stock (in shares) | 754,599 | 754,599 |
Number of businesses acquired | business | 2 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | ||||
Income Statement [Abstract] | |||||
Net revenues | [1] | $ 158,075 | $ 59,012 | ||
Costs of revenues and operating expenses | |||||
License fees and revenue share | [1] | 83,808 | 32,300 | ||
Other direct costs of revenues | [1] | 4,468 | 560 | ||
Product development | [1] | 12,924 | 4,408 | ||
Sales and marketing | [1] | 13,736 | 4,318 | ||
General and administrative | [1] | 23,984 | 6,804 | ||
Restructuring and impairment costs | [1] | 10 | 0 | ||
Total costs of revenues and operating expenses | [1] | 138,930 | 48,390 | ||
Income from operations | [1] | 19,145 | 10,622 | ||
Interest and other income / (expense), net | |||||
Interest expense, net | [1] | (1,157) | (306) | ||
Foreign exchange transaction loss | [1] | (270) | 0 | ||
Other income / (expense), net | [1] | (35) | 0 | ||
Total interest and other income / (expense), net | [1] | (1,462) | (306) | ||
Income before income taxes | [1] | 17,683 | 10,316 | ||
Income tax provision | [1] | 3,430 | 376 | ||
Net income | [1] | 14,253 | 9,940 | ||
Less: net loss attributable to non-controlling interest | [1] | (31) | 0 | ||
Net income attributable to Digital Turbine, Inc. | [1] | 14,284 | 9,940 | ||
Other comprehensive loss | |||||
Foreign currency translation adjustment | (20,781) | [2] | (142) | [1] | |
Comprehensive income / (loss) | [1] | (6,528) | 9,798 | ||
Less: comprehensive income / (loss) attributable to non-controlling interest | [1] | (793) | 0 | ||
Comprehensive income / (loss) attributable to Digital Turbine, Inc. | [1] | $ (5,735) | $ 9,798 | ||
Net income per common share | |||||
Basic (in dollars per share) | [1] | $ 0.16 | $ 0.11 | ||
Diluted (in dollars per share) | [1] | $ 0.14 | $ 0.11 | ||
Weighted-average common shares outstanding | |||||
Basic (in shares) | [1] | 91,585 | 87,386 | ||
Diluted (in shares) | [1] | 98,822 | 93,108 | ||
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. | ||||
[2] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) (Parenthetical) | 3 Months Ended |
Jun. 30, 2021business | |
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 | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Cash flows from operating activities | |||
Net income | [1] | $ 14,253 | $ 9,940 |
Adjustments to reconcile net income to net cash provided by / (used in) by operating activities: | |||
Depreciation and amortization | [2] | 8,653 | 1,552 |
Non-cash interest expense | [2] | 127 | 18 |
Stock-based compensation | [2] | 2,365 | 1,438 |
Stock-based compensation for services rendered | [2] | 1,340 | 173 |
(Increase) / decrease in assets: | |||
Accounts receivable, gross | [2] | (48,817) | (10,686) |
Allowance for credit losses | [2] | 26 | 378 |
Deferred tax assets | [2] | 12,966 | 0 |
Prepaid expenses and other current assets | [2] | (4,492) | 456 |
Right-of-use asset | [2] | 628 | 61 |
Other non-current assets | [2] | 160 | 0 |
Increase / (decrease) in liabilities: | |||
Accounts payable | [2] | 35,396 | (1,698) |
Accrued license fees and revenue share | [2] | 3,573 | 4,199 |
Accrued compensation | [2] | (46,956) | (1,018) |
Other current liabilities | [2] | 2,455 | 1,036 |
Deferred tax liabilities | [2] | (10,089) | 0 |
Other non-current liabilities | [2] | (585) | 163 |
Net cash provided by / (used in) operating activities | [2] | (28,997) | 6,012 |
Cash flows from investing activities | |||
Business acquisitions, net of cash acquired | [2] | (126,604) | (7,232) |
Capital expenditures | [2] | (4,364) | (2,011) |
Net cash used in investing activities | [2] | (130,968) | (9,243) |
Cash flows from financing activities | |||
Proceeds from borrowings | [2] | 237,041 | 0 |
Payment of debt issuance costs | [2] | (2,988) | 0 |
Options and warrants exercised | [2] | 695 | 437 |
Repayment of debt obligations | [2] | (19,680) | 0 |
Net cash provided by financing activities | [2] | 215,068 | 437 |
Effect of exchange rate changes on cash | [2] | (2,209) | (142) |
Net change in cash | [2] | 52,894 | (2,936) |
Cash and restricted cash, beginning of period | [2] | 31,118 | 21,659 |
Cash and restricted cash, end of period | [2] | 84,012 | 18,723 |
Supplemental disclosure of cash flow information | |||
Interest paid | [2] | 337 | 299 |
Income taxes paid | [2] | 311 | 0 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |||
Fair value of contingent consideration in connection with business acquisition | [2] | 213,413 | 0 |
Fyber | |||
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |||
Common stock for the acquisition of Fyber | [2] | 359,233 | 0 |
Unpaid cash consideration for acquisition | [2] | 24,558 | 0 |
AdColony | |||
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | |||
Unpaid cash consideration for acquisition | [2] | $ 100,000 | $ 0 |
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. | ||
[2] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 3 Months Ended |
Jun. 30, 2021business | |
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 Income / (Loss) | Accumulated Deficit | Non-Controlling Interest | ||||||
Beginning balance (in shares) at Mar. 31, 2020 | [1] | 87,306,784 | 100,000 | 754,599 | ||||||||||
Beginning balance at Mar. 31, 2020 | [1] | $ 77,454 | $ 10 | $ 100 | $ (71) | $ 360,224 | $ (591) | $ (282,218) | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | 9,940 | [2] | 9,940 | [1] | ||||||||||
Foreign currency translation | (142) | [2] | (142) | [1] | ||||||||||
Stock-based compensation | [1] | 1,438 | 1,438 | |||||||||||
Stock-based compensation for services rendered | [1] | 173 | 173 | |||||||||||
Options exercised (in shares) | [1] | 224,012 | ||||||||||||
Options exercised | [1] | 437 | 437 | |||||||||||
Ending balance (in shares) at Jun. 30, 2020 | [1] | 87,530,796 | 100,000 | 754,599 | ||||||||||
Ending balance at Jun. 30, 2020 | [1] | 89,300 | $ 10 | $ 100 | $ (71) | 362,272 | (733) | (272,278) | 0 | |||||
Beginning balance (in shares) at Mar. 31, 2021 | [1] | 89,949,847 | 100,000 | 754,599 | ||||||||||
Beginning balance at Mar. 31, 2021 | [1] | 145,112 | $ 10 | $ 100 | $ (71) | 373,310 | (903) | (227,334) | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | 14,253 | [2] | 14,284 | [1] | (31) | [1] | ||||||||
Foreign currency translation | [1] | (20,781) | (20,019) | (762) | ||||||||||
Stock-based compensation (in shares) | [1] | 207,758 | ||||||||||||
Stock-based compensation | [1] | 2,365 | 2,365 | |||||||||||
Stock-based compensation for services rendered | [1] | 1,340 | 1,340 | |||||||||||
Shares for acquisition of Fyber (in shares) | [1] | 4,716,935 | ||||||||||||
Shares for acquisition of Fyber | [1] | 359,233 | 359,233 | |||||||||||
Non-controlling interests in Fyber | [1] | $ 24,558 | 24,558 | |||||||||||
Options exercised (in shares) | 178,127 | 178,127 | [1] | |||||||||||
Options exercised | [1] | $ 695 | 695 | |||||||||||
Ending balance (in shares) at Jun. 30, 2021 | [1] | 95,052,667 | 100,000 | 754,599 | ||||||||||
Ending balance at Jun. 30, 2021 | [1] | $ 526,775 | $ 10 | $ 100 | $ (71) | $ 736,943 | $ (20,922) | $ (213,050) | $ 23,765 | |||||
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. | |||||||||||||
[2] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Jun. 30, 2021business | |
Statement of Stockholders' Equity [Abstract] | |
Number of businesses acquired | 2 |
Description of Business
Description of Business | 3 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business |
Restatement of Condensed Consol
Restatement of Condensed Consolidated Financial Statements | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Condensed Consolidated Financial Statements | Restatement of Condensed Consolidated Financial Statements On May 11, 2022, management and the Audit Committee of the Board of Directors of the Company concluded (a) the Company will restate its financial statements for the three months ended June 30, 2021, the three and six months ended September 30, 2021, and the three and nine months ended December 31, 2021 (the “Relevant Periods”), and (b) the Company’s previously issued unaudited interim condensed consolidated financial statements for the Relevant Periods included in its Quarterly Reports on Form 10-Q for the Relevant Periods, as originally filed with the Securities and Exchange Commission on August 9, 2021, November 2, 2021, and February 8, 2022, respectively, should no longer be relied upon. In connection with the integration of the Company’s recently acquired businesses (AdColony Holding AS and Fyber N.V. (the “Acquired Companies”)), management performed a review of the presentation of revenue and license fees and revenue share expense based on accounting guidance for revenue recognition, including considerations of principal and agent (or “gross and net”) presentation. After a detailed review of the Acquired Companies' product lines and related contracts with customers and publishers, the Company concluded each Acquired Company acts as an agent in certain of their respective product lines and, as a result, revenue for those product lines should be reported net of license fees and revenue share expense. Previously, all revenue of the Acquired Companies, which are reported as separate segments referred to as In App Media – AdColony ("IAM-A") and In App Media – Fyber ("IAM-F"), were reported on a gross basis. The Company’s legacy business, which is reported in a separate segment referred to as On Device Media, is not impacted by the change described above and it's revenue continues to be reported on a gross basis. Further, the acquisitions of the Acquired Companies were completed during the three-month period ended June 30, 2021, and, as a result, there is no impact to the fiscal year ended March 31, 2021. In addition, management determined certain hosting costs for the Acquired Companies reported as product development expenses should be reclassified as other direct costs of revenue and general and administrative expenses. The corrections have the effect of: 1. Decreasing both net revenue and license fees and revenue share in a like amount on the condensed consolidated statements of operations and comprehensive income / (loss) for the three months ended June 30, 2021; 2. Increasing other direct costs of revenue and general and administrative expenses and decreasing product development expenses in a like amount on the condensed consolidated statements of operations and comprehensive income / (loss) for the three months ended June 30, 2021. These corrections do not relate to or have any impact on the Company’s operating performance, income from operations, net income / (loss), or cash flows, and the financial position and liquidity of the Company remain unchanged. The following table summarizes the impact of the restatements on select unaudited condensed consolidated statements of operations and comprehensive income / (loss) line items: Three months ended June 30, 2021 Reported Adjustment Restated Net revenues $ 212,615 $ (54,540) $ 158,075 Costs of revenues and operating expenses License fees and revenue share 138,348 (54,540) 83,808 Other direct costs of revenues 2,533 1,935 4,468 Product development 15,547 (2,623) 12,924 Sales and marketing 13,736 — 13,736 General and administrative 23,296 688 23,984 Restructuring and impairment costs 10 — 10 Total costs of revenues and operating expenses 193,470 138,930 Income from operations $ 19,145 $ 19,145 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2021 | |
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 (“U.S.”), or 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, 2021 (the "2021 Form 10-K"). 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 months ended June 30, 2021 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, 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 (please see Note 14, "Commitments and Contingencies," for further information on the fair value of the Company's 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. In light of the ongoing and quickly evolving COVID-19 pandemic, management has considered the impacts of the COVID-19 pandemic on the Company’s critical and significant accounting estimates and 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 the COVID-19 pandemic. These estimates may change as new events occur and additional information is obtained and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those 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 material changes to the Company’s significant accounting policies in Note 4, “Summary of Significant Accounting Policies,” of the notes to the consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2021, other than changes for revenue recognition related to the principal-versus-agent presentation matter for the businesses acquired discussed below, "New Accounting Standards Adopted" disclosed below, and changes to the Company's segment reporting disclosed in Note 5, "Segment Information." Revenue Recognition The Company generates revenue from transactions for the purchase and sale of digital advertising inventory through our various platforms and service offerings. Generally, our revenue is based on a percentage of the ad spend through our platforms, although for certain service offerings, we receive a fixed cost-per-thousand ("CPM") or cost-per-install ("CPI") for ad impressions sold or app installs completed. We recognize revenue upon fulfillment of our performance obligation to our customers, which generally occurs at the point in time when an ad is rendered or an end consumer action, such as an app install, is completed. ODM - Carriers and OEMs The Company enters into contracts with OEMs for our On Device Media ("ODM") segment to help the customer control, manage, and monetize the mobile device through the marketing of application slots or advertisement space/inventory to advertisers and delivering the applications or advertisements to the mobile device. The Company generally offers these services under a revenue share model or, to a lesser extent, a customer contract per-device license fee model for a two-to-four year software as a service ("SaaS") license agreement. These agreements typically include the following services: the access to a SaaS platform, hosting, solution features, and general support and maintenance. The Company has concluded that each promised service is delivered concurrently, interdependently, and continuously with all other promised services over the contract term and, as such, has concluded these promises are a single performance obligation that is delivered to the customer over a series of distinct service periods over the contract term. The Company meets the criteria for overtime recognition because the customer simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs, and the same method would be used to measure progress over each distinct service period. The fees for such services are not known at contract inception, but are measurable during each distinct service period. The Company's contracts do not include advance non-refundable fees. The Company’s fees for these services are based upon a revenue-share arrangement with the carrier or OEM. Both parties have agreed to share the revenue earned from third-party advertisers, discussed below, for these services. ODM - Third-Party Advertisers The Company generally offers these services through CPI, cost-per-placement ("CPP"), and/or cost-per-action ("CPA") arrangements with third-party advertisers, developers, agencies, and advertising aggregators, generally in the form of insertion orders. The insertion orders specify the type of arrangement and additional terms such as advertising campaign budgets and timelines as well as any constraints on advertising types. These customer contracts can be open ended in regards to length of time and can renew automatically unless terminated; however, specific advertising campaigns are generally short-term in nature. These agreements typically include the delivery of applications to home screens of mobile devices. Access to inventory of application slots is allocated by carriers or OEMs in the contracts identified above. The Company controls these application slots and markets it on behalf of the carriers and OEMs to the advertisers. The Company has concluded that the performance obligation within the contract is complete upon delivery of the application to the device. Revenue recognition related to CPI and CPA arrangements is dependent upon an action of the end user. As a result, the transaction price is variable and is fully constrained until an install or action occurs. ODM - Programmatic Advertising and Targeted Media Delivery The Company generally offers these services under CPM impression arrangements and page-view arrangements. Through its mobile phone first screen applications and mobile web portals, the Company markets ad space/inventory within its content products for display advertising. The ad space/inventory is allocated to the Company through arrangement with the carrier or OEM in the contracts discussed above. The Company controls this ad space/inventory and markets it on behalf of the carriers and OEMs to the advertisers. The Company’s advertising customers can bid on each individual display ad and the highest bid wins the right to fill each ad impression. Advertising agencies acting on the behalf of advertisers bid on the ad placement via the Company’s advertising exchange customers. When the bid is won, the ad will be received and placed on the mobile device by the Company. The entire process happens almost instantaneously and on a continuous basis. The advertising exchanges bill and collect from the winning bidders and provide daily and monthly reports of the activity to the Company. The Company has concluded that the performance obligation is satisfied at the point in time upon delivery of the advertisement to the device based on the impressions or page-view arrangement, as defined in the contract. Through its mobile phone first screen applications and mobile web portals, the Company’s software platform also recommends sponsored content to mobile phone users and drives web traffic to a customer's website. The Company markets this content to content sponsors, such as Outbrain or Taboola, similarly to the marketing of ad space/inventory. This sponsored content takes the form of articles, graphics, pictures, and similar content. The Company has concluded that the performance obligation within the contract is complete upon delivery of the content to the mobile device. IAM-A and IAM-F - Marketplace The Company, through its IAM-A and IAM-F segments provide platforms that allow demand-side platforms (“DSPs”) and publishers to buy and sell ad inventory, respectively, in a programmatic, real-time bidding ("RTB") auction. The Company generally contracts with DSPs through an RTB Ad Exchange Agreement (“Exchange Agreement”). It also separately contracts with publishers through an Advertising insertion order or service order to provide access to its auction platform and the ad inventory available through the platform. The auction is held when ad inventory becomes available. AdColony will send bid requests to various DSPs, which may choose to bid on the available ad inventory. Once a DSP wins an auction, it must deliver an ad, which is generally served through the Company's software development kits (“SDK”). The entire auction process is nearly instantaneous. The Company bills the DSP based on the total number of impressions and the bid price. It then remits the payment to the publishers, net of a revenue share agreed with the publisher that is generally a percentage of the DSPs’ total spending with the publisher through the platform. IAM-A - Brand and Performance The Company, through its IAM-A segment for its Brand and Performance offerings, contracts directly with advertisers or agencies. through insertion orders, that require the Company to fulfill advertising campaigns by identifying and purchasing targeted ad inventory and serving ads on behalf of the advertiser. The insertion orders or addendum communications provide advertising campaign details, such as campaign start and end date, target demographics, maximum budget, and rate. Rates are generally based on an end user action (CPI) or on a CPM basis. Revenue is recognized based on the rate and the number of impressions or end user actions at the time the ad is rendered or the end suer action is completed. Principal vs Agent Reporting The determination of whether we act as a principal or as an agent in a transaction requires significant judgement and is based on an assessment of the terms of customer arrangements and the relevant accounting guidance. When we are the principal in a transaction, revenue is reported on a gross basis, which is the amount billed to DSPs, advertisers and agencies. When we are an agent in a transaction, revenues are reported net of license fees and revenue share paid to app publishers or developers. The Company has determined that it is a principal for its advertiser services for application management and programmatic advertising and targeted media delivery when it controls the application slots or ad space/inventory. This is because it has been allocated such slots or space from the carrier or OEM and is responsible for marketing or monetizing the slots or space. The advertisers look to the Company to acquire such slots or space, and the Company’s software is used to deliver the applications, ads or content to the mobile device. The Company also may manage application or ad campaigns of advertisers associated with these services. If the applications or advertisements are not delivered to the mobile device or the Company doesn’t comply with certain policies of the advertiser, the Company would be responsible and have to indemnify the customer for these issues. The Company also has discretion in setting the price of the slots or space based on market conditions, collects the transaction prices, and remits the revenue-share percentage of the transaction price to the carrier or OEM. The Company recognizes the transaction price received from advertisers, content providers, or websites gross and the carrier or OEM share of such transaction price as costs of revenue - license fees and revenue share - in the accompanying consolidated statements of operations and comprehensive income / (loss). The carrier or OEM may have the right to market and sell application slots or ad space to advertisers using the Company’s software. The carrier or OEM will share revenue with the Company when it does so. The Company recognizes the revenue shared by the carrier or OEM on a net basis as the Company is not considered the primary obligor in these transactions. The Company has determined that it it is a principal for its Brand and Performance offerings as the advertisers or agencies provide parameters for their target audiences, as well as a budget for ad campaigns. Once an advertiser or advertising agency provides its specifications, the Company has the discretion to fulfill the campaign by utilizing its data and proprietary technology. The Company controls the service because it has the ultimate discretion in purchasing ad inventory; and once an ad inventory slot is purchased, filling that ad inventory slot. As a result, the Company reports the revenues billed to advertisers and agencies on a gross basis and revenue shares paid to publishers as license fees and revenue share. The Company has determined that is an agent in transactions on its Marketplace platforms. The Company acts as an intermediary between DSPs and publishers by providing access to a platform and the SDKs that allow both parties to transact in the buying and selling of ad inventory. The transaction price is determined through a real-time auction and the Company has no pricing discretion or obligation related to the fulfillment of the advertising delivery. New Accounting Standards Adopted In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes. The Company adopted this guidance as of April 1, 2021, which did not have a material impact on the condensed consolidated financial statements upon adoption. |
Acquisitions
Acquisitions | 3 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of Fyber N.V. On May 25, 2021, the Company completed the initial closing of the acquisition of at least 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) widely 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 were 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 of the Company equal in value to $3,662, to be newly-issued during its 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; and iii. Contingent upon Fyber’s net revenues (revenues 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 and cash in aggregate will not exceed $50,000 (subject to set-off against certain potential indemnification claims against the Seller). Based on current estimates, it is unlikely the contingent earn-out consideration target will be achieved and no contingent liability was recognized in the provisional purchase accounting. Management will re-evaluate this estimate on a quarterly basis. The Company paid the cash closing amount on the closing date and intends to pay the remainder of the cash consideration for the acquisition with a combination of available cash-on-hand, borrowings under the Company’s senior credit facility, and proceeds from future capital financings. 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 is subject to certain minimum price rules under German law. The timing and the conditions of the tender offer, including the consideration of EUR 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. The Company anticipates completing the tender offer during its fiscal second quarter 2022. Please see Note 15, "Subsequent Events," for further information. Due to the proximity of the Fyber Acquisition to our fiscal first quarter ended June 30, 2021, the fair values of the assets acquired and liabilities assumed at the date of acquisition are presented on a preliminary basis and are as follows 1 : Assets acquired Cash $ 71,489 Accounts receivable 64,877 Other current assets 10,470 Property and equipment 1,561 Right-of-use asset 13,191 Publisher relationships 106,400 Developed technology 86,900 Trade names 32,100 Customer relationships 31,400 Favorable lease 1,483 Goodwill 303,015 Other non-current assets 851 Total assets acquired $ 723,737 Liabilities assumed Accounts payable $ 78,090 Accrued license fees and revenue share 5,929 Accrued compensation 52,929 Other current liabilities 12,273 Short-term debt 25,789 Deferred tax liability, net 25,213 Other non-current liabilities 15,386 Total liabilities assumed $ 215,609 Total purchase price $ 508,128 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 In App Media - Fyber 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 favorable lease was derived from a sublease at Fyber's offices 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 $3,599 of costs related to the Fyber Acquisition, which were included in general and administrative expenses on the condensed consolidated statement of operations and comprehensive income for the three months ended June 30, 2021. Acquisition of AdColony Holdings 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 revenues, 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 revenues (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 revenues (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. The Company paid the cash closing amount on the closing date and intends to pay the remainder of the cash consideration for the acquisition with a combination of available cash-on-hand, borrowings under the Company’s senior credit facility, and proceeds from future capital financings. 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 will expand 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. Due to the proximity of the AdColony Acquisition to our fiscal first quarter ended June 30, 2021, the fair values of the assets acquired and liabilities assumed at the date of acquisition are presented on a preliminary basis and are as follows: Assets acquired Cash $ 24,793 Accounts receivable 57,285 Other current assets 1,845 Property and equipment 1,566 Right-of-use asset 2,460 Customer relationships 102,400 Developed technology 51,100 Trade names 36,100 Publisher relationships 4,400 Goodwill 202,552 Other non-current assets 131 Total assets acquired $ 484,632 Liabilities assumed Accounts payable $ 21,140 Accrued license fees and revenue share 28,920 Accrued compensation 8,453 Other current liabilities 1,867 Deferred tax liability, net 10,520 Other non-current liabilities 1,770 Total liabilities assumed $ 72,670 Total purchase price $ 411,962 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 In App Media - AdColony 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 $2,871 of costs related to the AdColony Acquisition, which were included in general and administrative expenses on the condensed consolidated statement of operations and comprehensive income for the three months ended June 30, 2021. Acquisition of Appreciate On March 1, 2021, Digital Turbine, through its subsidiary DT EMEA, an Israeli company and wholly-owned subsidiary of the Company, entered into a Share Purchase Agreement with Triapodi Ltd., an Israeli company (d/b/a Appreciate) (“Appreciate”), the stockholder representative, and the stockholders of Appreciate, pursuant to which DT EMEA acquired, on March 2, 2021, all of the outstanding capital stock of Appreciate in exchange for total consideration of $20,003 in cash (the "Appreciate Acquisition"). Under the terms of the Purchase Agreement, DT EMEA entered into bonus arrangements to pay up to $6,000 in retention bonuses and performance bonuses to the founders and certain other employees of Appreciate. The Purchase Agreement contains customary representations and warranties, covenants, and indemnification provisions. The Company determined the operating results of Appreciate to not be material to the condensed consolidated financial statements for the three months ended June 30, 2020 and, therefore, has not included pro forma financial information for Appreciate below. None of the goodwill recognized for the Acquisition was deductible for tax purposes. The acquisition of Appreciate delivers valuable deep ad-tech and algorithmic expertise to help Digital Turbine execute on its broader, longer-term vision. Deploying Appreciate's technology expertise across Digital Turbine’s global scale and reach should further benefit partners and advertisers that are a part of the combined Company’s platform. Acquisition Purchase Price Liability The Company has recognized acquisition purchase price liability of $313,413 on its condensed consolidated balance sheet as of June 30, 2021, comprised of the following components: • $100,000 of unpaid cash consideration for the AdColony Acquisition • $213,413 of estimated contingent earn-out consideration for the AdColony Acquisition 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, which are preliminary at this time, based on available information, and to give effect to the financing for the Acquisitions. Three months ended June 30, 2021 2020 Unaudited Unaudited Restated (in thousands, except per share amounts) Net revenues $ 180,472 $ 102,376 Net income / (loss) attributable to controlling interest $ (18,417) $ 3,585 Basic net income / (loss) attributable to controlling interest per common share $ (0.20) $ 0.04 Diluted net income / (loss) attributable to controlling interest per common share $ (0.20) $ 0.04 |
Segment Information
Segment Information | 3 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Operating segments are identified as components of an enterprise about 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 ("CEO") is the CODM. Prior to the acquisitions of both AdColony and Fyber disclosed above in Note 4, "Acquisitions," the Company had one operating and reportable segment called Media Distribution. As a result of the acquisitions, the Company reassessed its operating and reportable segments in accordance with ASC 280, Segment Reporting . Effective April 1, 2021, the Company reports its results of operations through the following three segments, each of which represents an operating and reportable segment, as follows: • On Device Media ("ODM") - This segment is the legacy single operating and reporting segment of Digital Turbine prior to the AdColony and Fyber acquisitions. This segment generates revenues from services that deliver mobile application media or content media to end users. This segment's customers are mobile device carriers and OEMs that pay for the distribution of media. The other reporting segments are not dependent on these mobile device carrier and OEM relationships. • In App Media – AdColony ("IAM-A") - This segment is inclusive of the acquired AdColony business and generates revenues from services provided as an end-to-end platform for brands, agencies, publishers, and application developers to deliver advertising to consumers on mobile devices around the world. IAM-A customers are primarily advertisers. • In App Media – Fyber ("IAM-F") - This segment is inclusive of the acquired Fyber business and generates revenues from services provided to mobile application developers and digital publishers to monetize their content through advanced technologies, innovative advertisement formats, and data-driven decision making. IAM-F customers are primarily publishers. The Company's CODM evaluates segment performance and makes resource allocation decisions primarily through the metric of net revenues less associated license fees and revenue share, as shown in the segment information summary table below. The Company's CODM does not allocate other direct costs of revenues, operating expenses, interest and other income / (expense), net, or provision for income taxes to these segments for the purpose of evaluating segment performance. Additionally, the Company does not allocate assets to segments for internal reporting purposes as the CODM does not manage the Company's segments by such metrics. A summary of segment information follows: Three months ended June 30, 2021 Restated Restated Restated Restated ODM IAM-A IAM-F Eliminations Consolidated Net revenues $ 120,383 $ 30,302 $ 9,172 $ (1,782) $ 158,075 License fees and revenue share 70,031 15,559 — (1,782) 83,808 Segment profit $ 50,352 $ 14,743 $ 9,172 $ — $ 74,267 Three months ended June 30, 2020 ODM IAM-A IAM-F Eliminations Consolidated Net revenues $ 59,012 $ — $ — $ — $ 59,012 License fees and revenue share 32,300 — — — 32,300 Segment profit $ 26,712 $ — $ — $ — $ 26,712 Geographic Area Information Long-lived assets, excluding deferred tax assets and intangible assets, by region follows: June 30, 2021 March 31, 2021 United States and Canada $ 16,245 $ 12,995 Europe, Middle East, and Africa 2,588 40 Asia Pacific and China 94 15 Mexico, Central America, and South America — — Consolidated property and equipment, net $ 18,927 $ 13,050 Net revenues by geography are based on the billing addresses of the Company's customers and a reconciliation of disaggregated revenues by segment follows: Three months ended June 30, 2021 Restated Restated Restated ODM IAM-A IAM-F Consolidated United States and Canada $ 71,131 $ 15,070 $ 5,540 $ 91,741 Europe, Middle East, and Africa 30,060 12,306 1,333 43,699 Asia Pacific and China 16,790 2,409 2,299 21,498 Mexico, Central America, and South America 2,402 517 — 2,919 Eliminations — — — (1,782) Consolidated net revenues $ 120,383 $ 30,302 $ 9,172 $ 158,075 Three months ended June 30, 2020 ODM IAM-A IAM-F Consolidated United States and Canada $ 38,240 $ — $ — $ 38,240 Europe, Middle East, and Africa 15,355 — — 15,355 Asia Pacific and China 5,211 — — 5,211 Mexico, Central America, and South America 206 — — 206 Eliminations — — — — Consolidated net revenues $ 59,012 $ — $ — $ 59,012 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Jun. 30, 2021 | |
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 follow: ODM IAM-A IAM-F Consolidated Goodwill as of March 31, 2021 $ 80,176 $ — $ — $ 80,176 Purchase of AdColony — 202,552 — 202,552 Purchase of Fyber — — 303,015 303,015 Foreign currency translation — (4,111) (9,025) (13,136) Goodwill as of June 30, 2021 $ 80,176 $ 198,441 $ 293,990 $ 572,607 Intangible Assets The components of intangible assets as of June 30, 2021 and March 31, 2021 were as follows: As of June 30, 2021 (Unaudited) Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 8.96 years $ 178,271 $ (6,902) $ 171,369 Developed technology 7.01 years 155,984 (13,723) 142,261 Trade names 6.94 years 69,244 (1,592) 67,652 Publisher relationships 19.51 years 107,588 (510) 107,078 Total $ 511,087 $ (22,727) $ 488,360 As of March 31, 2021 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 16.81 years $ 46,400 $ (4,171) $ 42,229 Developed technology 9.12 years 20,526 (11,141) 9,385 Trade names 9.92 years 2,000 (314) 1,686 Total $ 68,926 $ (15,626) $ 53,300 Estimated amortization expense in future fiscal years is expected to be: Remainder of fiscal year 2022 $ 41,942 Fiscal year 2023 55,923 Fiscal year 2024 55,923 Fiscal year 2025 47,434 Fiscal year 2026 45,448 Thereafter 241,690 Total $ 488,360 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable June 30, 2021 March 31, 2021 (Unaudited) Billed $ 155,353 $ 28,636 Unbilled 69,231 38,837 Allowance for credit losses (5,485) (5,488) Accounts receivable, net $ 219,099 $ 61,985 Billed accounts receivable represent amounts billed to customers for which the Company has an unconditional right to consideration. Unbilled accounts receivable represents revenues recognized but billed after period-end. All unbilled receivables as of June 30, 2021 and March 31, 2021 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 | 3 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment June 30, 2021 March 31, 2021 (Unaudited) Computer-related equipment $ 2,627 $ 2,263 Developed software 22,646 18,473 Furniture and fixtures 2,053 714 Leasehold improvements 3,735 2,182 Property and equipment, gross 31,061 23,632 Accumulated depreciation (12,134) (10,582) Property and equipment, net $ 18,927 $ 13,050 |
Leases
Leases | 3 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various non-cancellable operating lease agreements for certain offices as well as acquired various leases through its recent acquisitions. These leases currently have lease periods expiring between fiscal years 2022 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: June 30, 2021 (Unaudited) Remainder of fiscal year 2022 $ 4,265 Fiscal year 2023 4,576 Fiscal year 2024 4,101 Fiscal year 2025 3,028 Fiscal year 2026 2,578 Thereafter 3,000 Total undiscounted cash flows 21,548 (Less imputed interest) (1,996) Present value of lease liabilities $ 19,552 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 |
Debt
Debt | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes borrowings under the Company's debt obligations and the associated interest rates: June 30, 2021 Balance Interest Rate Unused Line Fee Revolver (subject to variable rate) $ 237,134 1.91 % 0.20 % Fyber - Billfront $ 3,834 11.00 % — % Fyber - Discount Bank (subject to variable rate) $ 4,092 5.95 % 0.60 % Fyber - Bank Leumi (subject to variable rate) $ 12,489 5.95 % 1.00 % Debt obligations on the condensed consolidated balance sheets consist of the following: June 30, 2021 March 31, 2021 (Unaudited) Revolver $ 237,134 $ 15,000 Less: Debt issuance costs (3,304) (443) Debt assumed through Fyber Acquisition 20,415 — Total debt, net 254,245 14,557 Less: Current portion of debt (20,415) (14,557) Non-current debt $ 233,830 $ — 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. The Company incurred $469 in costs to secure the Revolver and had $15,000 drawn against the Revolver, classified as short-term debt on the condensed consolidated balance sheet, with remaining unamortized debt issuance costs of $443 as of March 31, 2021. Deferred debt issuance costs associated with the Revolver 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. On April 29, 2021, the Company entered into an amended and restated Credit Agreement (the "New Credit Agreement”) with BoA, as a lender and administrative agent, and a syndicate of other lenders, which provides 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. The Company incurred an additional $2,988 in costs for the New Credit Agreement and had $237,134 drawn against the revolving line of credit, classified as long-term debt on the condensed consolidated balance sheet, with remaining unamortized debt issuance costs of $3,304 as of June 30, 2021, inclusive of the debt issuance costs for the initial Credit Agreement discussed above. Deferred debt issuance costs associated with the New Credit Agreement 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. Amounts outstanding under the New Credit Agreement accrue interest at an annual rate equal to, at the Company’s election, (i) London Inter-Bank Offered Rate ("LIBOR") 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) LIBOR 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 June 30, 2021, the interest rate was 1.91% 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 their grant of a security interest in substantially all of their 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 June 30, 2021, the Company had $162,866 available to withdraw 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. Debt Assumed Through Fyber Acquisition As a part of the Fyber Acquisition, the Company assumed $20,415 of debt previously held by Fyber. This debt is comprised of amounts drawn against three separate revolving lines of credit, details for which can be found in the first table in this note, and is classified as short-term debt on the condensed consolidated balance sheet as of June 30, 2021. The revolving lines of credit from Billfront, Discount Bank, and Bank Leumi mature on September 10, 2021, November 15, 2021, and December 30, 2021, respectively. 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 as follows: Three months ended June 30, 2021 2020 Interest income / (expense), net $ (919) $ (288) Amortization of debt issuance costs (132) (16) Unused line of credit fees and other (106) (2) Total interest income / (expense), net $ (1,157) $ (306) |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Plan 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, 2021 8,146,445 $ 4.01 6.86 $ 622,249 Granted 415,185 73.45 Forfeited / Cancelled (121,187) 5.40 Exercised (178,127) 3.90 Options outstanding as of June 30, 2021 8,262,316 $ 7.48 6.77 $ 567,952 Vested and expected to vest (net of estimated forfeitures) at June 30, 2021 8,117,035 $ 7.18 6.73 $ 560,286 Exercisable as of June 30, 2021 5,748,775 $ 2.84 5.89 $ 420,873 At June 30, 2021 and 2020, total unrecognized stock-based compensation expense related to unvested stock options, net of estimated forfeitures, was $23,621 and $7,658, respectively, with expected remaining weighted-average recognition periods of 2.52 years and 2.42 years, respectively. The following table summarizes restricted stock unit ("RSU") and restricted stock award ("RSA") activity: Number of Shares Weighted-Average Grant Date Fair Value Unvested restricted shares outstanding as of March 31, 2021 333,544 $ 4.55 Granted 279,303 42.43 Vested (276,010) 2.51 Cancelled (3,526) 13.88 Unvested restricted shares outstanding as of June 30, 2021 333,311 $ 37.88 At June 30, 2021 and 2020, total unrecognized stock-based compensation expense related to RSUs and RSAs was $11,400 and $1,101, respectively, with expected remaining weighted-average recognition periods of 2.74 years and 2.37 years, respectively. Stock-Based Compensation Expense As of June 30, 2021, 11,612,158 shares of common stock were available for issuance as future awards under the Company' s equity incentive plans. Stock-based compensation expense for the three months ended June 30, 2021 and 2020 was $3,705 and $1,610, respectively, and was recorded within general and administrative expenses on the condensed consolidated statements of operations and comprehensive income. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Jun. 30, 2021 | |
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. The following table sets forth the computation of basic and diluted net income per share of common stock (in thousands, except per share amounts): Three months ended June 30, 2021 2020 Net income 14,253 9,940 Less: net loss attributable to non-controlling interest (31) — Net income attributable to Digital Turbine, Inc. $ 14,284 $ 9,940 Weighted-average common shares outstanding, basic 91,585 87,386 Basic net income per common share attributable to Digital Turbine, Inc. $ 0.16 $ 0.11 Weighted-average common shares outstanding, diluted 98,822 93,108 Diluted net income per common share attributable to Digital Turbine, Inc. $ 0.14 $ 0.11 |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2021 | |
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 our forecasted effective tax rate. During the three months ended June 30, 2021, a tax provision of $3,430 resulted in an effective tax rate of 19.4%. Differences between the tax provision and the statutory rate primarily relate to state income taxes and tax deductions for stock compensation that exceed the book expense. The Company recorded a net increase to deferred tax liabilities of $35,733 in the quarter ended June 30, 2021, related to the AdColony and Fyber acquisitions. The increase in deferred tax liabilities primarily resulted from the revaluation of the acquired intangible assets. The Company’s valuation allowance increased by $13,667 for certain acquired deferred tax assets of Fyber GmbH due to a history of losses in the taxing jurisdiction. Net operating loss (NOL) carryforwards acquired in the AdColony and Fyber acquisitions were as follows: AdColony Jurisdiction NOLs Expiration Dates U.S. Federal $60,924 2032 through 2037 U.S. Federal $47,704 Indefinite State taxing jurisdictions $129,685 2026 through 2041 Fyber Jurisdiction NOLs Expiration Dates Germany $90,203 Indefinite Israel $17,885 Indefinite During the three months ended June 30, 2020, a tax provision of $376 resulted in an effective tax rate of 3.6%. Differences in the tax provision and statutory rate are primarily due to changes in the valuation allowance. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Acquisition of AdColony Under the terms of the AdColony Acquisition, the Company must pay $100,000 in cash on or before October 29, 2021. Acquisition of Fyber Pursuant to certain German law on public takeovers, following the closing of the Fyber Acquisition, the Company launched a public tender offer to the Minority Fyber Shareholders to acquire from them the Minority Fyber Shares (please see Note 4, "Acquisitions," for further information). The tender offer is subject to certain minimum price rules under German law. The timing and the conditions of the tender offer, including the consideration of EUR 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. The Company anticipates completing the tender offer during its fiscal second quarter 2022. Please see Note 15, "Subsequent Events," for further information. Contingent Earn-Out Considerations The Company's recent acquisitions of AdColony and Fyber include contingent earn-out considerations as part of the purchase prices under which it will make future payments to the sellers upon the achievement of certain benchmarks. Future payments are driven by the continued performances of the acquisitions through the 12-month earn-out periods ending on December 31, 2021 for AdColony and on March 31, 2022 for Fyber. Under the terms of the AdColony Acquisition, the Company must pay an earn-out estimated between $200,000 to $225,000 in cash following December 31, 2021. As of June 30, 2021, the Company estimates the fair value of this payment to be $213,413. This amount is included in acquisition price liabilities on the condensed consolidated balance sheet as of June 30, 2021. Under the terms of the Fyber Acquisition, the Company may have to make an earn-out payment of up to $50,000 in shares of its common stock or, under certain circumstances, cash following March 31, 2022. As of June 30, 2021, the Company estimates the fair value of this payment to be $0. The fair value of the contingent earn-out consideration of $213,413 for AdColony was estimated using various estimates and assumptions, including projected financial data through fiscal year 2023, long-term sustainable growth rate, taxable depreciation, statutory tax rate, and working capital levels, among others, and was derived through a Monte Carlo simulation. The earn-out amount is subject to change based on final results and calculations. The Company will compare the probabilities of possible future payments against the estimated fair values of contingent earn-out considerations on a quarterly basis over the earn-out periods. Actual results are compared to the estimates and probabilities of achievement used in forecasts. Should the actual results of the acquired businesses increase or decrease as compared to the estimates and assumptions used, the estimated fair values of the contingent earn-out consideration liabilities will increase or decrease. Changes in the estimated fair values of the contingent earn-out considerations, as a factor of a change in inputs, would be reflected in the Company's results of operations in the periods in which they are identified. Acquisition Purchase Price Liability The Company has recognized acquisition purchase price liability of $313,413 on its condensed consolidated balance sheet as of June 30, 2021, comprised of the following components: • $100,000 of unpaid cash consideration for the AdColony Acquisition • $213,413 of estimated contingent earn-out consideration for the AdColony Acquisition |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition of Fyber In connection with the continued exchange of consideration for the Fyber Acquisition and subsequently to its fiscal first quarter 2022 ended June 30, 2021, the Company exchanged consideration of 1,040,364 newly-issued shares of common stock of the Company equal in value to $64,253 (based on the closing price of the Company's common stock on May 25, 2021, the date of the acquisition), issued on July 16, 2021 to the Seller, and will issue the remaining 59,289 shares of common stock of the Company, equal in value to $3,662 (based on the closing price of the Company's common stock on the date of the acquisition) during its 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. The timing and the conditions of the tender offer, including the consideration of EUR 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. The tender offer for the Minority Fyber Shares was approved and published in July 2021. As of August 6, 2021, the Company's ownership percentage of Fyber was at least 98.6%, increased from at least 95.1% on May 25, 2021, the date of the acquisition. The delisting of Fyber's remaining outstanding shares on the Frankfurt Stock Exchange was also completed on August 6, 2021. The Company anticipates completing the tender offer during its second fiscal quarter 2022. Please refer to Note 4, "Acquisitions," for disclosures regarding the purchase price considerations conveyed to the Seller during the Company's fiscal first quarter 2022 ended June 30, 2021. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2021 | |
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 (“U.S.”), or 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, 2021 (the "2021 Form 10-K"). |
Unaudited Interim Financial Information | 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 months ended June 30, 2021 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, 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 (please see Note 14, "Commitments and Contingencies," for further information on the fair value of the Company's 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. |
Revenue Recognition | Revenue Recognition The Company generates revenue from transactions for the purchase and sale of digital advertising inventory through our various platforms and service offerings. Generally, our revenue is based on a percentage of the ad spend through our platforms, although for certain service offerings, we receive a fixed cost-per-thousand ("CPM") or cost-per-install ("CPI") for ad impressions sold or app installs completed. We recognize revenue upon fulfillment of our performance obligation to our customers, which generally occurs at the point in time when an ad is rendered or an end consumer action, such as an app install, is completed. ODM - Carriers and OEMs The Company enters into contracts with OEMs for our On Device Media ("ODM") segment to help the customer control, manage, and monetize the mobile device through the marketing of application slots or advertisement space/inventory to advertisers and delivering the applications or advertisements to the mobile device. The Company generally offers these services under a revenue share model or, to a lesser extent, a customer contract per-device license fee model for a two-to-four year software as a service ("SaaS") license agreement. These agreements typically include the following services: the access to a SaaS platform, hosting, solution features, and general support and maintenance. The Company has concluded that each promised service is delivered concurrently, interdependently, and continuously with all other promised services over the contract term and, as such, has concluded these promises are a single performance obligation that is delivered to the customer over a series of distinct service periods over the contract term. The Company meets the criteria for overtime recognition because the customer simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs, and the same method would be used to measure progress over each distinct service period. The fees for such services are not known at contract inception, but are measurable during each distinct service period. The Company's contracts do not include advance non-refundable fees. The Company’s fees for these services are based upon a revenue-share arrangement with the carrier or OEM. Both parties have agreed to share the revenue earned from third-party advertisers, discussed below, for these services. ODM - Third-Party Advertisers The Company generally offers these services through CPI, cost-per-placement ("CPP"), and/or cost-per-action ("CPA") arrangements with third-party advertisers, developers, agencies, and advertising aggregators, generally in the form of insertion orders. The insertion orders specify the type of arrangement and additional terms such as advertising campaign budgets and timelines as well as any constraints on advertising types. These customer contracts can be open ended in regards to length of time and can renew automatically unless terminated; however, specific advertising campaigns are generally short-term in nature. These agreements typically include the delivery of applications to home screens of mobile devices. Access to inventory of application slots is allocated by carriers or OEMs in the contracts identified above. The Company controls these application slots and markets it on behalf of the carriers and OEMs to the advertisers. The Company has concluded that the performance obligation within the contract is complete upon delivery of the application to the device. Revenue recognition related to CPI and CPA arrangements is dependent upon an action of the end user. As a result, the transaction price is variable and is fully constrained until an install or action occurs. ODM - Programmatic Advertising and Targeted Media Delivery The Company generally offers these services under CPM impression arrangements and page-view arrangements. Through its mobile phone first screen applications and mobile web portals, the Company markets ad space/inventory within its content products for display advertising. The ad space/inventory is allocated to the Company through arrangement with the carrier or OEM in the contracts discussed above. The Company controls this ad space/inventory and markets it on behalf of the carriers and OEMs to the advertisers. The Company’s advertising customers can bid on each individual display ad and the highest bid wins the right to fill each ad impression. Advertising agencies acting on the behalf of advertisers bid on the ad placement via the Company’s advertising exchange customers. When the bid is won, the ad will be received and placed on the mobile device by the Company. The entire process happens almost instantaneously and on a continuous basis. The advertising exchanges bill and collect from the winning bidders and provide daily and monthly reports of the activity to the Company. The Company has concluded that the performance obligation is satisfied at the point in time upon delivery of the advertisement to the device based on the impressions or page-view arrangement, as defined in the contract. Through its mobile phone first screen applications and mobile web portals, the Company’s software platform also recommends sponsored content to mobile phone users and drives web traffic to a customer's website. The Company markets this content to content sponsors, such as Outbrain or Taboola, similarly to the marketing of ad space/inventory. This sponsored content takes the form of articles, graphics, pictures, and similar content. The Company has concluded that the performance obligation within the contract is complete upon delivery of the content to the mobile device. IAM-A and IAM-F - Marketplace The Company, through its IAM-A and IAM-F segments provide platforms that allow demand-side platforms (“DSPs”) and publishers to buy and sell ad inventory, respectively, in a programmatic, real-time bidding ("RTB") auction. The Company generally contracts with DSPs through an RTB Ad Exchange Agreement (“Exchange Agreement”). It also separately contracts with publishers through an Advertising insertion order or service order to provide access to its auction platform and the ad inventory available through the platform. The auction is held when ad inventory becomes available. AdColony will send bid requests to various DSPs, which may choose to bid on the available ad inventory. Once a DSP wins an auction, it must deliver an ad, which is generally served through the Company's software development kits (“SDK”). The entire auction process is nearly instantaneous. The Company bills the DSP based on the total number of impressions and the bid price. It then remits the payment to the publishers, net of a revenue share agreed with the publisher that is generally a percentage of the DSPs’ total spending with the publisher through the platform. IAM-A - Brand and Performance The Company, through its IAM-A segment for its Brand and Performance offerings, contracts directly with advertisers or agencies. through insertion orders, that require the Company to fulfill advertising campaigns by identifying and purchasing targeted ad inventory and serving ads on behalf of the advertiser. The insertion orders or addendum communications provide advertising campaign details, such as campaign start and end date, target demographics, maximum budget, and rate. Rates are generally based on an end user action (CPI) or on a CPM basis. Revenue is recognized based on the rate and the number of impressions or end user actions at the time the ad is rendered or the end suer action is completed. Principal vs Agent Reporting The determination of whether we act as a principal or as an agent in a transaction requires significant judgement and is based on an assessment of the terms of customer arrangements and the relevant accounting guidance. When we are the principal in a transaction, revenue is reported on a gross basis, which is the amount billed to DSPs, advertisers and agencies. When we are an agent in a transaction, revenues are reported net of license fees and revenue share paid to app publishers or developers. The Company has determined that it is a principal for its advertiser services for application management and programmatic advertising and targeted media delivery when it controls the application slots or ad space/inventory. This is because it has been allocated such slots or space from the carrier or OEM and is responsible for marketing or monetizing the slots or space. The advertisers look to the Company to acquire such slots or space, and the Company’s software is used to deliver the applications, ads or content to the mobile device. The Company also may manage application or ad campaigns of advertisers associated with these services. If the applications or advertisements are not delivered to the mobile device or the Company doesn’t comply with certain policies of the advertiser, the Company would be responsible and have to indemnify the customer for these issues. The Company also has discretion in setting the price of the slots or space based on market conditions, collects the transaction prices, and remits the revenue-share percentage of the transaction price to the carrier or OEM. The Company recognizes the transaction price received from advertisers, content providers, or websites gross and the carrier or OEM share of such transaction price as costs of revenue - license fees and revenue share - in the accompanying consolidated statements of operations and comprehensive income / (loss). The carrier or OEM may have the right to market and sell application slots or ad space to advertisers using the Company’s software. The carrier or OEM will share revenue with the Company when it does so. The Company recognizes the revenue shared by the carrier or OEM on a net basis as the Company is not considered the primary obligor in these transactions. The Company has determined that it it is a principal for its Brand and Performance offerings as the advertisers or agencies provide parameters for their target audiences, as well as a budget for ad campaigns. Once an advertiser or advertising agency provides its specifications, the Company has the discretion to fulfill the campaign by utilizing its data and proprietary technology. The Company controls the service because it has the ultimate discretion in purchasing ad inventory; and once an ad inventory slot is purchased, filling that ad inventory slot. As a result, the Company reports the revenues billed to advertisers and agencies on a gross basis and revenue shares paid to publishers as license fees and revenue share. The Company has determined that is an agent in transactions on its Marketplace platforms. The Company acts as an intermediary between DSPs and publishers by providing access to a platform and the SDKs that allow both parties to transact in the buying and selling of ad inventory. The transaction price is determined through a real-time auction and the Company has no pricing discretion or obligation related to the fulfillment of the advertising delivery. |
New Accounting Standards Adopted | New Accounting Standards Adopted In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes. The Company adopted this guidance as of April 1, 2021, which did not have a material impact on the condensed consolidated financial statements upon adoption. |
Restatement of Condensed Cons_2
Restatement of Condensed Consolidated Financial Statements (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Restatement Impact | Three months ended June 30, 2021 Reported Adjustment Restated Net revenues $ 212,615 $ (54,540) $ 158,075 Costs of revenues and operating expenses License fees and revenue share 138,348 (54,540) 83,808 Other direct costs of revenues 2,533 1,935 4,468 Product development 15,547 (2,623) 12,924 Sales and marketing 13,736 — 13,736 General and administrative 23,296 688 23,984 Restructuring and impairment costs 10 — 10 Total costs of revenues and operating expenses 193,470 138,930 Income from operations $ 19,145 $ 19,145 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed | Due to the proximity of the Fyber Acquisition to our fiscal first quarter ended June 30, 2021, the fair values of the assets acquired and liabilities assumed at the date of acquisition are presented on a preliminary basis and are as follows 1 : Assets acquired Cash $ 71,489 Accounts receivable 64,877 Other current assets 10,470 Property and equipment 1,561 Right-of-use asset 13,191 Publisher relationships 106,400 Developed technology 86,900 Trade names 32,100 Customer relationships 31,400 Favorable lease 1,483 Goodwill 303,015 Other non-current assets 851 Total assets acquired $ 723,737 Liabilities assumed Accounts payable $ 78,090 Accrued license fees and revenue share 5,929 Accrued compensation 52,929 Other current liabilities 12,273 Short-term debt 25,789 Deferred tax liability, net 25,213 Other non-current liabilities 15,386 Total liabilities assumed $ 215,609 Total purchase price $ 508,128 Due to the proximity of the AdColony Acquisition to our fiscal first quarter ended June 30, 2021, the fair values of the assets acquired and liabilities assumed at the date of acquisition are presented on a preliminary basis and are as follows: Assets acquired Cash $ 24,793 Accounts receivable 57,285 Other current assets 1,845 Property and equipment 1,566 Right-of-use asset 2,460 Customer relationships 102,400 Developed technology 51,100 Trade names 36,100 Publisher relationships 4,400 Goodwill 202,552 Other non-current assets 131 Total assets acquired $ 484,632 Liabilities assumed Accounts payable $ 21,140 Accrued license fees and revenue share 28,920 Accrued compensation 8,453 Other current liabilities 1,867 Deferred tax liability, net 10,520 Other non-current liabilities 1,770 Total liabilities assumed $ 72,670 Total purchase price $ 411,962 |
Summary of Pro Forma Information | The pro forma information includes adjustments to record the assets and liabilities associated with the Acquisitions at their respective fair values, which are preliminary at this time, based on available information, and to give effect to the financing for the Acquisitions. Three months ended June 30, 2021 2020 Unaudited Unaudited Restated (in thousands, except per share amounts) Net revenues $ 180,472 $ 102,376 Net income / (loss) attributable to controlling interest $ (18,417) $ 3,585 Basic net income / (loss) attributable to controlling interest per common share $ (0.20) $ 0.04 Diluted net income / (loss) attributable to controlling interest per common share $ (0.20) $ 0.04 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | A summary of segment information follows: Three months ended June 30, 2021 Restated Restated Restated Restated ODM IAM-A IAM-F Eliminations Consolidated Net revenues $ 120,383 $ 30,302 $ 9,172 $ (1,782) $ 158,075 License fees and revenue share 70,031 15,559 — (1,782) 83,808 Segment profit $ 50,352 $ 14,743 $ 9,172 $ — $ 74,267 Three months ended June 30, 2020 ODM IAM-A IAM-F Eliminations Consolidated Net revenues $ 59,012 $ — $ — $ — $ 59,012 License fees and revenue share 32,300 — — — 32,300 Segment profit $ 26,712 $ — $ — $ — $ 26,712 |
Schedule of Long-lived Assets by Geographic Areas | Long-lived assets, excluding deferred tax assets and intangible assets, by region follows: June 30, 2021 March 31, 2021 United States and Canada $ 16,245 $ 12,995 Europe, Middle East, and Africa 2,588 40 Asia Pacific and China 94 15 Mexico, Central America, and South America — — Consolidated property and equipment, net $ 18,927 $ 13,050 |
Schedule of Revenue by Geographic Areas | Net revenues by geography are based on the billing addresses of the Company's customers and a reconciliation of disaggregated revenues by segment follows: Three months ended June 30, 2021 Restated Restated Restated ODM IAM-A IAM-F Consolidated United States and Canada $ 71,131 $ 15,070 $ 5,540 $ 91,741 Europe, Middle East, and Africa 30,060 12,306 1,333 43,699 Asia Pacific and China 16,790 2,409 2,299 21,498 Mexico, Central America, and South America 2,402 517 — 2,919 Eliminations — — — (1,782) Consolidated net revenues $ 120,383 $ 30,302 $ 9,172 $ 158,075 Three months ended June 30, 2020 ODM IAM-A IAM-F Consolidated United States and Canada $ 38,240 $ — $ — $ 38,240 Europe, Middle East, and Africa 15,355 — — 15,355 Asia Pacific and China 5,211 — — 5,211 Mexico, Central America, and South America 206 — — 206 Eliminations — — — — Consolidated net revenues $ 59,012 $ — $ — $ 59,012 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill, net, by segment follow: ODM IAM-A IAM-F Consolidated Goodwill as of March 31, 2021 $ 80,176 $ — $ — $ 80,176 Purchase of AdColony — 202,552 — 202,552 Purchase of Fyber — — 303,015 303,015 Foreign currency translation — (4,111) (9,025) (13,136) Goodwill as of June 30, 2021 $ 80,176 $ 198,441 $ 293,990 $ 572,607 |
Components of Intangible Assets | The components of intangible assets as of June 30, 2021 and March 31, 2021 were as follows: As of June 30, 2021 (Unaudited) Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 8.96 years $ 178,271 $ (6,902) $ 171,369 Developed technology 7.01 years 155,984 (13,723) 142,261 Trade names 6.94 years 69,244 (1,592) 67,652 Publisher relationships 19.51 years 107,588 (510) 107,078 Total $ 511,087 $ (22,727) $ 488,360 As of March 31, 2021 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 16.81 years $ 46,400 $ (4,171) $ 42,229 Developed technology 9.12 years 20,526 (11,141) 9,385 Trade names 9.92 years 2,000 (314) 1,686 Total $ 68,926 $ (15,626) $ 53,300 |
Schedule of Future Amortization Expense | Estimated amortization expense in future fiscal years is expected to be: Remainder of fiscal year 2022 $ 41,942 Fiscal year 2023 55,923 Fiscal year 2024 55,923 Fiscal year 2025 47,434 Fiscal year 2026 45,448 Thereafter 241,690 Total $ 488,360 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | June 30, 2021 March 31, 2021 (Unaudited) Billed $ 155,353 $ 28,636 Unbilled 69,231 38,837 Allowance for credit losses (5,485) (5,488) Accounts receivable, net $ 219,099 $ 61,985 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | June 30, 2021 March 31, 2021 (Unaudited) Computer-related equipment $ 2,627 $ 2,263 Developed software 22,646 18,473 Furniture and fixtures 2,053 714 Leasehold improvements 3,735 2,182 Property and equipment, gross 31,061 23,632 Accumulated depreciation (12,134) (10,582) Property and equipment, net $ 18,927 $ 13,050 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Maturities of Lease Liabilities | Schedule, by fiscal year, of maturities of lease liabilities as of: June 30, 2021 (Unaudited) Remainder of fiscal year 2022 $ 4,265 Fiscal year 2023 4,576 Fiscal year 2024 4,101 Fiscal year 2025 3,028 Fiscal year 2026 2,578 Thereafter 3,000 Total undiscounted cash flows 21,548 (Less imputed interest) (1,996) Present value of lease liabilities $ 19,552 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes borrowings under the Company's debt obligations and the associated interest rates: June 30, 2021 Balance Interest Rate Unused Line Fee Revolver (subject to variable rate) $ 237,134 1.91 % 0.20 % Fyber - Billfront $ 3,834 11.00 % — % Fyber - Discount Bank (subject to variable rate) $ 4,092 5.95 % 0.60 % Fyber - Bank Leumi (subject to variable rate) $ 12,489 5.95 % 1.00 % Debt obligations on the condensed consolidated balance sheets consist of the following: June 30, 2021 March 31, 2021 (Unaudited) Revolver $ 237,134 $ 15,000 Less: Debt issuance costs (3,304) (443) Debt assumed through Fyber Acquisition 20,415 — Total debt, net 254,245 14,557 Less: Current portion of debt (20,415) (14,557) Non-current debt $ 233,830 $ — 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 as follows: Three months ended June 30, 2021 2020 Interest income / (expense), net $ (919) $ (288) Amortization of debt issuance costs (132) (16) Unused line of credit fees and other (106) (2) Total interest income / (expense), net $ (1,157) $ (306) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
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, 2021 8,146,445 $ 4.01 6.86 $ 622,249 Granted 415,185 73.45 Forfeited / Cancelled (121,187) 5.40 Exercised (178,127) 3.90 Options outstanding as of June 30, 2021 8,262,316 $ 7.48 6.77 $ 567,952 Vested and expected to vest (net of estimated forfeitures) at June 30, 2021 8,117,035 $ 7.18 6.73 $ 560,286 Exercisable as of June 30, 2021 5,748,775 $ 2.84 5.89 $ 420,873 |
Summary of RSU Activity | The following table summarizes restricted stock unit ("RSU") and restricted stock award ("RSA") activity: Number of Shares Weighted-Average Grant Date Fair Value Unvested restricted shares outstanding as of March 31, 2021 333,544 $ 4.55 Granted 279,303 42.43 Vested (276,010) 2.51 Cancelled (3,526) 13.88 Unvested restricted shares outstanding as of June 30, 2021 333,311 $ 37.88 At June 30, 2021 and 2020, total unrecognized stock-based compensation expense related to RSUs and RSAs was $11,400 and $1,101, respectively, with expected remaining weighted-average recognition periods of 2.74 years and 2.37 years, respectively. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
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 per share of common stock (in thousands, except per share amounts): Three months ended June 30, 2021 2020 Net income 14,253 9,940 Less: net loss attributable to non-controlling interest (31) — Net income attributable to Digital Turbine, Inc. $ 14,284 $ 9,940 Weighted-average common shares outstanding, basic 91,585 87,386 Basic net income per common share attributable to Digital Turbine, Inc. $ 0.16 $ 0.11 Weighted-average common shares outstanding, diluted 98,822 93,108 Diluted net income per common share attributable to Digital Turbine, Inc. $ 0.14 $ 0.11 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Operating Loss Carryforwards | AdColony Jurisdiction NOLs Expiration Dates U.S. Federal $60,924 2032 through 2037 U.S. Federal $47,704 Indefinite State taxing jurisdictions $129,685 2026 through 2041 Fyber Jurisdiction NOLs Expiration Dates Germany $90,203 Indefinite Israel $17,885 Indefinite |
Restatement of Condensed Cons_3
Restatement of Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net revenues | [1] | $ 158,075 | $ 59,012 |
License fees and revenue share | [1] | 83,808 | 32,300 |
Other direct costs of revenues | [1] | 4,468 | 560 |
Product development | [1] | 12,924 | 4,408 |
Sales and marketing | [1] | 13,736 | 4,318 |
General and administrative | [1] | 23,984 | 6,804 |
Restructuring and impairment costs | [1] | 10 | 0 |
Total costs of revenues and operating expenses | [1] | 138,930 | 48,390 |
Income from operations | [1] | 19,145 | $ 10,622 |
Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net revenues | 212,615 | ||
License fees and revenue share | 138,348 | ||
Other direct costs of revenues | 2,533 | ||
Product development | 15,547 | ||
Sales and marketing | 13,736 | ||
General and administrative | 23,296 | ||
Restructuring and impairment costs | 10 | ||
Total costs of revenues and operating expenses | 193,470 | ||
Income from operations | 19,145 | ||
Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net revenues | (54,540) | ||
License fees and revenue share | (54,540) | ||
Other direct costs of revenues | 1,935 | ||
Product development | (2,623) | ||
Sales and marketing | 0 | ||
General and administrative | 688 | ||
Restructuring and impairment costs | $ 0 | ||
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | Oct. 29, 2021USD ($) | Jul. 16, 2021USD ($)shares | Jun. 17, 2021USD ($)shares | May 25, 2021USD ($)shares | Apr. 29, 2021USD ($) | Mar. 02, 2021USD ($) | Sep. 30, 2021USD ($)shares | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($)shares | Aug. 06, 2021 | May 25, 2021€ / shares | Mar. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |||||||||||||
Acquisition purchase price liabilities | [1] | $ 313,413 | $ 0 | ||||||||||
Fyber | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage of voting interests acquired | 95.10% | ||||||||||||
Total consideration | $ 600,000 | ||||||||||||
Aggregate purchase price, cash | $ 124,336 | ||||||||||||
Business acquisition, stock issued (in shares) | shares | 1,500,000 | 3,216,935 | |||||||||||
Business acquisition, value of stock issued | $ 92,640 | $ 198,678 | |||||||||||
Contingent consideration, revenue threshold, minimum | 100,000 | ||||||||||||
Acquisition costs | 3,599 | ||||||||||||
Estimated contingent consideration, maximum | $ 50,000 | ||||||||||||
Contingent consideration | 0 | ||||||||||||
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 | ||||||||||||
Fyber | Forecast | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aggregate purchase price, cash | $ 150,000 | ||||||||||||
Business acquisition, stock issued (in shares) | shares | 5,816,588 | ||||||||||||
Business acquisition, value of stock issued | $ 359,233 | ||||||||||||
Fyber | Subsequent event | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage of voting interests acquired | 98.60% | ||||||||||||
Business acquisition, stock issued (in shares) | shares | 1,040,364 | ||||||||||||
Business acquisition, value of stock issued | $ 64,253 | ||||||||||||
Fyber | Subsequent event | Forecast | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition, stock issued (in shares) | shares | 59,289 | ||||||||||||
Business acquisition, value of stock issued | $ 3,662 | ||||||||||||
AdColony | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aggregate purchase price, cash | $ 100,000 | ||||||||||||
Acquisition costs | 2,871 | ||||||||||||
Estimated contingent consideration, minimum | 200,000 | ||||||||||||
Estimated contingent consideration, maximum | $ 225,000 | ||||||||||||
Acquisition purchase price liabilities | 313,413 | ||||||||||||
Acquisition purchase price liabilities, unpaid cash consideration | 100,000 | ||||||||||||
Contingent consideration | $ 213,413 | ||||||||||||
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 | ||||||||||||
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 | ||||||||||||
AdColony | Maximum | Customer relationships | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets acquired, useful life | 15 years | ||||||||||||
AdColony | Subsequent event | Forecast | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Aggregate purchase price, cash | $ 100,000 | ||||||||||||
Appreciate | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Total consideration | $ 20,003 | ||||||||||||
Business combination, retention bonus liability recognized | $ 6,000,000 | ||||||||||||
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 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 | Jun. 30, 2021USD ($) | May 25, 2021USD ($) | Apr. 29, 2021USD ($) | Mar. 31, 2021USD ($) | |
Assets acquired | |||||
Goodwill | [1] | $ 572,607 | $ 80,176 | ||
Liabilities assumed | |||||
Deferred tax liability, net | $ 35,733 | ||||
Fyber | |||||
Assets acquired | |||||
Cash | $ 71,489 | ||||
Accounts receivable | 64,877 | ||||
Other current assets | 10,470 | ||||
Property and equipment | 1,561 | ||||
Right-of-use asset | 13,191 | ||||
Goodwill | 303,015 | ||||
Other non-current assets | 851 | ||||
Total assets acquired | 723,737 | ||||
Liabilities assumed | |||||
Accounts payable | 78,090 | ||||
Accrued license fees and revenue share | 5,929 | ||||
Accrued compensation | 52,929 | ||||
Other current liabilities | 12,273 | ||||
Short-term debt | 25,789 | ||||
Deferred tax liability, net | 25,213 | ||||
Other non-current liabilities | 15,386 | ||||
Total liabilities assumed | 215,609 | ||||
Purchase price | $ 508,128 | ||||
Foreign currency exchange rate | 1.22 | ||||
Fyber | Publisher relationships | |||||
Assets acquired | |||||
Amortizable intangible assets | $ 106,400 | ||||
Fyber | Developed technology | |||||
Assets acquired | |||||
Amortizable intangible assets | 86,900 | ||||
Fyber | Trade names | |||||
Assets acquired | |||||
Amortizable intangible assets | 32,100 | ||||
Fyber | Customer relationships | |||||
Assets acquired | |||||
Amortizable intangible assets | 31,400 | ||||
Favorable lease | $ 1,483 | ||||
AdColony | |||||
Assets acquired | |||||
Cash | $ 24,793 | ||||
Accounts receivable | 57,285 | ||||
Other current assets | 1,845 | ||||
Property and equipment | 1,566 | ||||
Right-of-use asset | 2,460 | ||||
Goodwill | 202,552 | ||||
Other non-current assets | 131 | ||||
Total assets acquired | 484,632 | ||||
Liabilities assumed | |||||
Accounts payable | 21,140 | ||||
Accrued license fees and revenue share | 28,920 | ||||
Accrued compensation | 8,453 | ||||
Other current liabilities | 1,867 | ||||
Deferred tax liability, net | 10,520 | ||||
Other non-current liabilities | 1,770 | ||||
Total liabilities assumed | 72,670 | ||||
Purchase price | 411,962 | ||||
AdColony | Publisher relationships | |||||
Assets acquired | |||||
Amortizable intangible assets | 4,400 | ||||
AdColony | Developed technology | |||||
Assets acquired | |||||
Amortizable intangible assets | 51,100 | ||||
AdColony | Trade names | |||||
Assets acquired | |||||
Amortizable intangible assets | 36,100 | ||||
AdColony | Customer relationships | |||||
Assets acquired | |||||
Amortizable intangible assets | $ 102,400 | ||||
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Net revenues | $ 180,472 | $ 102,376 |
Net income / (loss) attributable to controlling interest | $ (18,417) | $ 3,585 |
Basic net income / (loss) attributable to controlling interest per common share (in dollars per share) | $ (0.20) | $ 0.04 |
Diluted net income / (loss) attributable to controlling interest per common share (in dollars per share) | $ (0.20) | $ 0.04 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
Jun. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | [1] | $ 158,075 | $ 59,012 |
License fees and revenue share | [1] | 83,808 | 32,300 |
Segment profit | 74,267 | 26,712 | |
Eliminations | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | (1,782) | 0 | |
License fees and revenue share | (1,782) | 0 | |
Segment profit | 0 | 0 | |
ODM | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 120,383 | 59,012 | |
ODM | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 120,383 | 59,012 | |
License fees and revenue share | 70,031 | 32,300 | |
Segment profit | 50,352 | 26,712 | |
IAM-A | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 30,302 | 0 | |
IAM-A | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 30,302 | 0 | |
License fees and revenue share | 15,559 | 0 | |
Segment profit | 14,743 | 0 | |
IAM-F | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 9,172 | 0 | |
IAM-F | Operating segments | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 9,172 | 0 | |
License fees and revenue share | 0 | 0 | |
Segment profit | $ 9,172 | $ 0 | |
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 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 | Jun. 30, 2021 | Mar. 31, 2021 | |
Entity Wide Revenue Major Customer [Line Items] | |||
Property and equipment, net | [1] | $ 18,927 | $ 13,050 |
United States and Canada | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Property and equipment, net | 16,245 | 12,995 | |
Europe, Middle East, and Africa | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Property and equipment, net | 2,588 | 40 | |
Asia Pacific and China | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Property and equipment, net | 94 | 15 | |
Mexico, Central America, and South America | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Property and equipment, net | $ 0 | $ 0 | |
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Segment Information - Schedul_3
Segment Information - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | [1] | $ 158,075 | $ 59,012 |
ODM | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 120,383 | 59,012 | |
IAM-A | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 30,302 | 0 | |
IAM-F | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 9,172 | 0 | |
United States and Canada | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 91,741 | 38,240 | |
United States and Canada | ODM | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 71,131 | 38,240 | |
United States and Canada | IAM-A | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 15,070 | 0 | |
United States and Canada | IAM-F | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 5,540 | 0 | |
Europe, Middle East, and Africa | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 43,699 | 15,355 | |
Europe, Middle East, and Africa | ODM | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 30,060 | 15,355 | |
Europe, Middle East, and Africa | IAM-A | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 12,306 | 0 | |
Europe, Middle East, and Africa | IAM-F | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 1,333 | 0 | |
Asia Pacific and China | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 21,498 | 5,211 | |
Asia Pacific and China | ODM | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 16,790 | 5,211 | |
Asia Pacific and China | IAM-A | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 2,409 | 0 | |
Asia Pacific and China | IAM-F | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 2,299 | 0 | |
Mexico, Central America, and South America | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 2,919 | 206 | |
Mexico, Central America, and South America | ODM | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 2,402 | 206 | |
Mexico, Central America, and South America | IAM-A | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | 517 | 0 | |
Mexico, Central America, and South America | IAM-F | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Net revenues | $ 0 | $ 0 | |
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021USD ($) | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning | $ 80,176 | [1] |
Foreign currency translation | (13,136) | |
Goodwill, ending | 572,607 | [1] |
ODM | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning | 80,176 | |
Foreign currency translation | 0 | |
Goodwill, ending | 80,176 | |
IAM-A | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning | 0 | |
Foreign currency translation | (4,111) | |
Goodwill, ending | 198,441 | |
IAM-F | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning | 0 | |
Foreign currency translation | (9,025) | |
Goodwill, ending | 293,990 | |
AdColony | ||
Goodwill [Roll Forward] | ||
Purchases | 202,552 | |
AdColony | ODM | ||
Goodwill [Roll Forward] | ||
Purchases | 0 | |
AdColony | IAM-A | ||
Goodwill [Roll Forward] | ||
Purchases | 202,552 | |
AdColony | IAM-F | ||
Goodwill [Roll Forward] | ||
Purchases | 0 | |
Fyber | ||
Goodwill [Roll Forward] | ||
Purchases | 303,015 | |
Fyber | ODM | ||
Goodwill [Roll Forward] | ||
Purchases | 0 | |
Fyber | IAM-A | ||
Goodwill [Roll Forward] | ||
Purchases | 0 | |
Fyber | IAM-F | ||
Goodwill [Roll Forward] | ||
Purchases | $ 303,015 | |
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | ||
Finite Lived Intangible Assets [Line Items] | |||
Cost | $ 511,087 | $ 68,926 | |
Accumulated Amortization | (22,727) | (15,626) | |
Net | [1] | $ 488,360 | $ 53,300 |
Customer relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-Average Remaining Useful Life | 8 years 11 months 15 days | 16 years 9 months 21 days | |
Cost | $ 178,271 | $ 46,400 | |
Accumulated Amortization | (6,902) | (4,171) | |
Net | $ 171,369 | $ 42,229 | |
Developed technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-Average Remaining Useful Life | 7 years 3 days | 9 years 1 month 13 days | |
Cost | $ 155,984 | $ 20,526 | |
Accumulated Amortization | (13,723) | (11,141) | |
Net | $ 142,261 | $ 9,385 | |
Trade names | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-Average Remaining Useful Life | 6 years 11 months 8 days | 9 years 11 months 1 day | |
Cost | $ 69,244 | $ 2,000 | |
Accumulated Amortization | (1,592) | (314) | |
Net | $ 67,652 | $ 1,686 | |
Publisher relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-Average Remaining Useful Life | 19 years 6 months 3 days | ||
Cost | $ 107,588 | ||
Accumulated Amortization | (510) | ||
Net | $ 107,078 | ||
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 7,101 | $ 670 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of fiscal year 2022 | $ 41,942 |
Fiscal year 2023 | 55,923 |
Fiscal year 2024 | 55,923 |
Fiscal year 2025 | 47,434 |
Fiscal year 2026 | 45,448 |
Thereafter | 241,690 |
Total | $ 488,360 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | ||
Receivables [Abstract] | ||||
Billed | $ 155,353 | $ 28,636 | ||
Unbilled | 69,231 | 38,837 | ||
Allowance for credit losses | (5,485) | (5,488) | ||
Accounts receivable, net | [1] | 219,099 | $ 61,985 | |
Bad debt expense | $ 108 | $ 92 | ||
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 31,061 | $ 23,632 | |
Accumulated depreciation | (12,134) | (10,582) | |
Property and equipment, net | [1] | 18,927 | 13,050 |
Computer-related equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 2,627 | 2,263 | |
Developed software | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 22,646 | 18,473 | |
Furniture and fixtures | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 2,053 | 714 | |
Leasehold improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 3,735 | $ 2,182 | |
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 1,552 | $ 882 |
Internal use assets | General and administrative | ||
Property Plant And Equipment [Line Items] | ||
Depreciation expense | 860 | 322 |
Developed software | Other direct costs of revenue | ||
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 692 | $ 560 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2021USD ($)renewalOption | Mar. 31, 2021USD ($) | ||
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 | $ | [1] | $ 19,565 | $ 3,495 |
Weighted-average remaining lease term | 5 years 14 days | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Weighted average discount rate | 2.00% | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Weighted average discount rate | 6.75% | ||
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
Remainder of fiscal year 2022 | $ 4,265 |
Fiscal year 2023 | 4,576 |
Fiscal year 2024 | 4,101 |
Fiscal year 2025 | 3,028 |
Fiscal year 2026 | 2,578 |
Thereafter | 3,000 |
Total undiscounted cash flows | 21,548 |
(Less imputed interest) | (1,996) |
Present value of lease liabilities | $ 19,552 |
Debt - Summary of Borrowings (D
Debt - Summary of Borrowings (Details) - Revolving credit facility - Line of credit - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Credit Agreement, BoA | ||
Debt Instrument [Line Items] | ||
Debt, gross | $ 237,134 | $ 15,000 |
Interest Rate | 1.91% | |
Unused Line Fee | 0.20% | |
Credit Agreement, Fyber - Billfront | ||
Debt Instrument [Line Items] | ||
Debt, gross | $ 3,834 | |
Interest Rate | 11.00% | |
Unused Line Fee | 0.00% | |
Credit Agreement, Fyber - Discount Bank | ||
Debt Instrument [Line Items] | ||
Debt, gross | $ 4,092 | |
Interest Rate | 5.95% | |
Unused Line Fee | 0.60% | |
Credit Agreement, Fyber - Bank Leumi | ||
Debt Instrument [Line Items] | ||
Debt, gross | $ 12,489 | |
Interest Rate | 5.95% | |
Unused Line Fee | 1.00% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | |||
Less: Debt issuance costs | $ (3,304) | $ (443) | |
Total debt, net | 254,245 | 14,557 | |
Less: Current portion of debt | (20,415) | (14,557) | |
Non-current debt | [1] | 233,830 | 0 |
Line of credit | Revolving credit facility | Credit Agreement, BoA | |||
Debt Instrument [Line Items] | |||
Debt, gross | 237,134 | 15,000 | |
Line of credit | Revolving credit facility | Credit Agreement, Fyber | |||
Debt Instrument [Line Items] | |||
Debt, gross | $ 20,415 | $ 0 | |
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | May 25, 2021 | Apr. 29, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Feb. 03, 2021 | |
Debt Instrument [Line Items] | |||||||
Short-term debt | [1] | $ 20,415,000 | $ 14,557,000 | ||||
Debt issuance costs, net | 3,304,000 | 443,000 | |||||
Payment of debt issuance costs | [2] | (2,988,000) | $ 0 | ||||
Line of credit | Credit Agreement, BoA | Revolving credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||
Maximum borrowing capacity, including accordion feature | $ 400,000,000 | 200,000,000 | |||||
Issuance costs | $ 469,000 | ||||||
Short-term debt | 15,000,000 | ||||||
Maximum borrowing capacity, accordion feature | 75,000,000 | ||||||
Debt, gross | $ 237,134,000 | 15,000,000 | |||||
Unused Line Fee | 0.20% | ||||||
Interest Rate | 1.91% | ||||||
Collateral, threshold amount to grant security interest | $ 5,000,000 | ||||||
Remaining borrowing capacity | $ 162,866,000 | ||||||
Line of credit | Credit Agreement, BoA | LIBOR | Revolving credit facility | Election two | |||||||
Debt Instrument [Line Items] | |||||||
Credit agreement, basis spread on variable rate | 1.00% | ||||||
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 | LIBOR | 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 | LIBOR | 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, Fyber | Fyber | |||||||
Debt Instrument [Line Items] | |||||||
Debt assumed | $ 20,415,000 | ||||||
Line of credit | Credit Agreement, Fyber | Revolving credit facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt, gross | $ 20,415,000 | $ 0 | |||||
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. | ||||||
[2] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Debt Disclosure [Abstract] | |||
Interest income / (expense), net | $ (919) | $ (288) | |
Amortization of debt issuance costs | (132) | (16) | |
Unused line of credit fees and other | (106) | (2) | |
Interest expense, net | [1] | $ (1,157) | $ (306) |
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Mar. 31, 2021 | |
Number of Shares | ||
Options outstanding, beginning (in shares) | 8,146,445 | |
Granted (in shares) | 415,185 | |
Forfeited / Cancelled (in shares) | (121,187) | |
Exercised (in shares) | (178,127) | |
Options outstanding, ending (in shares) | 8,262,316 | 8,146,445 |
Vested and expected to vest (net of estimated forfeitures) (in shares) | 8,117,035 | |
Exercisable (in shares) | 5,748,775 | |
Weighted-Average Exercise Price (per share) | ||
Options outstanding, beginning (in dollars per share) | $ 4.01 | |
Granted (in dollars per share) | 73.45 | |
Forfeited/Cancelled (in dollars per share) | 5.40 | |
Exercised (in dollars per share) | 3.90 | |
Options outstanding, ending (in dollars per share) | 7.48 | $ 4.01 |
Vested and expected to vest (net of estimated forfeitures) (in dollars per share) | 7.18 | |
Exercisable (in dollars per share) | $ 2.84 | |
Weighted-Average Remaining Contractual Life (in years) | ||
Outstanding | 6 years 9 months 7 days | 6 years 10 months 9 days |
Vested and expected to vest (net of estimated forfeitures) | 6 years 8 months 23 days | |
Exercisable | 5 years 10 months 20 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 567,952 | $ 622,249 |
Vested and expected to vest (net of estimated forfeitures) | 560,286 | |
Exercisable | $ 420,873 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized stock base compensation expense, options | $ 23,621 | $ 7,658 |
Unrecognized stock base compensation expense, RSU and RSA | $ 11,400 | 1,101 |
Reserved for future issuance (in shares) | 11,612,158 | |
Stock compensation expense | $ 3,705 | $ 1,610 |
Stock option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized stock base compensation expense, period of recognition | 2 years 6 months 7 days | 2 years 5 months 1 day |
RSU/RSA | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized stock base compensation expense, period of recognition | 2 years 8 months 26 days | 2 years 4 months 13 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Details) - RSU/RSA | 3 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of Shares | |
Unvested, beginning balance (in shares) | shares | 333,544 |
Granted (in shares) | shares | 279,303 |
Vested (in shares) | shares | (276,010) |
Cancelled (in shares) | shares | (3,526) |
Unvested, ending balance (in shares) | shares | 333,311 |
Weighted-Average Grant Date Fair Value | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 4.55 |
Granted (in dollars per share) | $ / shares | 42.43 |
Vested (in dollars per share) | $ / shares | 2.51 |
Cancelled (in dollars per share) | $ / shares | 13.88 |
Unvested ending balance (in dollars per share) | $ / shares | $ 37.88 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Earnings Per Share [Abstract] | |||
Net income | [1] | $ 14,253 | $ 9,940 |
Less: net loss attributable to non-controlling interest | [1] | (31) | 0 |
Net income attributable to Digital Turbine, Inc. | [1] | $ 14,284 | $ 9,940 |
Weighted-average common shares outstanding, basic | [1] | 91,585 | 87,386 |
Basic net income per common share (in dollars per share) | $ 0.16 | $ 0.11 | |
Weighted-average common shares outstanding, diluted | [1] | 98,822 | 93,108 |
Diluted net income per common share (in dollars per share) | $ 0.14 | $ 0.11 | |
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision (benefit) | $ 3,430 | $ 376 |
Effective tax rate | 19.40% | 3.60% |
Deferred tax liability, net | $ 35,733 | |
Increase in valuation allowance | $ 13,667 |
Income Taxes - Summary of Opera
Income Taxes - Summary of Operating Loss Carryforwards (Details) $ in Thousands | Jun. 30, 2021USD ($) |
U.S. Federal | AdColony | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, subject to expiration | $ 60,924 |
Operating loss carryforwards, not subject to expiration | 47,704 |
State taxing jurisdictions | AdColony | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, subject to expiration | 129,685 |
Foreign tax authority | Fyber | Germany | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, not subject to expiration | 90,203 |
Foreign tax authority | Fyber | Israel | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, not subject to expiration | $ 17,885 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Oct. 29, 2021USD ($) | May 25, 2021USD ($) | Apr. 29, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | May 25, 2021€ / shares | Mar. 31, 2021USD ($) | |
Business Acquisition [Line Items] | ||||||||
Acquisition purchase price liabilities | [1] | $ 313,413 | $ 0 | |||||
AdColony | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price, cash | $ 100,000 | |||||||
Estimated contingent consideration, minimum | 200,000 | |||||||
Estimated contingent consideration, maximum | $ 225,000 | |||||||
Contingent consideration | 213,413 | |||||||
Acquisition purchase price liabilities | 313,413 | |||||||
Acquisition purchase price liabilities, unpaid cash consideration | 100,000 | |||||||
AdColony | Forecast | Subsequent event | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price, cash | $ 100,000 | |||||||
Fyber | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price, cash | $ 124,336 | |||||||
Estimated contingent consideration, maximum | $ 50,000 | |||||||
Contingent consideration | $ 0 | |||||||
Fyber | Minority Fyber Shareholders | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, per share price (in EUR per share) | € / shares | € 0.84 | |||||||
Fyber | Forecast | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price, cash | $ 150,000 | |||||||
[1] | In the quarter ending June 30, 2021, the Company initiated two significant acquisitions. Please refer to Note 4 in the accompanying condensed consolidated financial statements. |
Subsequent Events (Details)
Subsequent Events (Details) - Fyber $ in Thousands | Jul. 16, 2021USD ($)shares | Jun. 17, 2021USD ($)shares | May 25, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | Aug. 06, 2021 | May 25, 2021€ / shares |
Loss Contingencies [Line Items] | |||||||
Business acquisition, stock issued (in shares) | shares | 1,500,000 | 3,216,935 | |||||
Business acquisition, value of stock issued | $ | $ 92,640 | $ 198,678 | |||||
Percentage of voting interests acquired | 95.10% | ||||||
Minority Fyber Shareholders | |||||||
Loss Contingencies [Line Items] | |||||||
Business acquisition, per share price (in EUR per share) | € / shares | € 0.84 | ||||||
Forecast | |||||||
Loss Contingencies [Line Items] | |||||||
Business acquisition, stock issued (in shares) | shares | 5,816,588 | ||||||
Business acquisition, value of stock issued | $ | $ 359,233 | ||||||
Subsequent event | |||||||
Loss Contingencies [Line Items] | |||||||
Business acquisition, stock issued (in shares) | shares | 1,040,364 | ||||||
Business acquisition, value of stock issued | $ | $ 64,253 | ||||||
Percentage of voting interests acquired | 98.60% | ||||||
Subsequent event | Forecast | |||||||
Loss Contingencies [Line Items] | |||||||
Business acquisition, stock issued (in shares) | shares | 59,289 | ||||||
Business acquisition, value of stock issued | $ | $ 3,662 |