Cover Page
Cover Page - shares | 6 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-35958 | |
Entity Registrant Name | DIGITAL TURBINE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-2267658 | |
Entity Address, Address Line One | 110 San Antonio Street, | |
Entity Address, Address Line Two | Suite 160, | |
Entity Address, City or Town | Austin, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78701 | |
City Area Code | (512) | |
Local Phone Number | 387-7717 | |
Title of 12(b) Security | Common Stock, Par Value $0.0001 Per Share | |
Trading Symbol | APPS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 101,307,609 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000317788 | |
Current Fiscal Year End Date | --03-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 58,138 | $ 75,058 |
Restricted cash | 511 | 500 |
Accounts receivable, net | 195,531 | 178,189 |
Prepaid expenses and other current assets | 15,644 | 12,319 |
Total current assets | 269,824 | 266,066 |
Property and equipment, net | 44,931 | 39,327 |
Right-of-use assets | 8,376 | 10,073 |
Intangible assets, net | 345,392 | 379,632 |
Goodwill | 408,976 | 561,576 |
Other non-current assets | 13,689 | 9,882 |
TOTAL ASSETS | 1,091,188 | 1,266,556 |
Current liabilities | ||
Accounts payable | 139,852 | 119,338 |
Accrued revenue share | 55,149 | 69,221 |
Accrued compensation | 8,627 | 10,984 |
Other current liabilities | 41,219 | 21,377 |
Total current liabilities | 244,847 | 220,920 |
Long-term debt, net of debt issuance costs | 383,810 | 410,522 |
Deferred tax liabilities, net | 2,816 | 13,940 |
Other non-current liabilities | 11,853 | 13,919 |
Total liabilities | 643,326 | 659,301 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock | 100 | 100 |
Common stock | 10 | 10 |
Additional paid-in capital | 842,677 | 822,217 |
Treasury stock (758,125 shares at September 30, 2023, and March 31, 2023) | (71) | (71) |
Accumulated other comprehensive loss | (50,078) | (41,945) |
Accumulated deficit | (344,776) | (175,115) |
Total stockholders’ equity | 447,862 | 605,196 |
Non-controlling interest | 0 | 2,059 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,091,188 | $ 1,266,556 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Series A convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Series A convertible preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Series A convertible preferred stock, shares issued (in shares) | 100,000 | 100,000 |
Series A convertible preferred stock, shares outstanding (in shares) | 100,000 | 100,000 |
Series A convertible preferred stock, liquidation preference | $ 1 | $ 1 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 101,847,271 | 100,216,494 |
Common stock, shares outstanding (in shares) | 101,089,146 | 99,458,369 |
Treasury stock (in shares) | 758,125 | 758,125 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net revenue | $ 143,259 | $ 174,859 | $ 289,625 | $ 363,492 |
Costs of revenue and operating expenses | ||||
Revenue share | 68,719 | 76,881 | 138,311 | 164,248 |
Other direct costs of revenue | 9,017 | 9,199 | 18,630 | 18,114 |
Product development | 14,037 | 14,736 | 29,837 | 28,869 |
Sales and marketing | 15,537 | 15,490 | 31,114 | 31,548 |
General and administrative | 41,385 | 37,471 | 81,884 | 75,196 |
Impairment of goodwill | 147,181 | 0 | 147,181 | 0 |
Total costs of revenue and operating expenses | 295,876 | 153,777 | 446,957 | 317,975 |
(Loss) income from operations | (152,617) | 21,082 | (157,332) | 45,517 |
Interest and other income (expense), net | ||||
Change in fair value of contingent consideration | 372 | 0 | 372 | 0 |
Interest expense, net | (7,844) | (5,229) | (15,234) | (9,311) |
Foreign exchange transaction loss | (2,106) | (281) | (183) | (612) |
Other income, net | 0 | 312 | 244 | 384 |
Total interest and other expense, net | (9,578) | (5,198) | (14,801) | (9,539) |
(Loss) income before income taxes | (162,195) | 15,884 | (172,133) | 35,978 |
Income tax (benefit) provision | (713) | 4,181 | (2,252) | 9,317 |
Net (loss) income | (161,482) | 11,703 | (169,881) | 26,661 |
Less: net (loss) income attributable to non-controlling interest | 0 | 39 | (220) | 75 |
Net (loss) income attributable to Digital Turbine, Inc. | (161,482) | 11,664 | (169,661) | 26,586 |
Other comprehensive loss | ||||
Foreign currency translation adjustment | (1,287) | (9,246) | (7,394) | (14,788) |
Comprehensive (loss) income | (162,769) | 2,457 | (177,275) | 11,873 |
Less: comprehensive income attributable to non-controlling interest | 0 | 32 | 519 | 275 |
Comprehensive (loss) income attributable to Digital Turbine, Inc. | $ (162,769) | $ 2,425 | $ (177,794) | $ 11,598 |
Net income (loss) per common share, basic (in dollars per share) | $ (1.61) | $ 0.12 | $ (1.69) | $ 0.27 |
Net income (loss) per common share, diluted (in dollars per share) | $ (1.61) | $ 0.11 | $ (1.69) | $ 0.26 |
Weighted-average common shares outstanding | ||||
Basic (in shares) | 100,604 | 98,887 | 100,272 | 98,324 |
Diluted (in shares) | 100,604 | 102,898 | 100,272 | 102,777 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net (loss) income | $ (169,881) | $ 26,661 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 41,926 | 40,010 |
Non-cash interest expense | 424 | 408 |
Allowance for credit losses | 1,227 | 2,249 |
Stock-based compensation expense | 19,033 | 12,023 |
Foreign exchange transaction (gain) loss | 183 | 612 |
Change in fair value of contingent consideration | (372) | 0 |
Right-of-use asset | 1,817 | 5,079 |
Deferred income taxes | (10,732) | (2,228) |
Impairment of goodwill | 147,181 | 0 |
(Increase) decrease in assets: | ||
Accounts receivable, gross | (16,637) | 9,916 |
Prepaid expenses and other current assets | (3,135) | (4,608) |
Other non-current assets | (3,799) | 160 |
Increase (decrease) in liabilities: | ||
Accounts payable | 20,283 | 2,371 |
Accrued revenue share | (14,373) | (16,866) |
Accrued compensation | (2,698) | (15,109) |
Other current liabilities | 19,751 | 9,406 |
Other non-current liabilities | (1,426) | (5,775) |
Net cash provided by operating activities | 28,772 | 64,309 |
Cash flows from investing activities | ||
Capital expenditures | (14,277) | (12,930) |
Net cash used in investing activities | (14,277) | (12,930) |
Cash flows from financing activities | ||
Proceeds from borrowings | 17,000 | 0 |
Repayment of debt obligations | (44,136) | (86,500) |
Acquisition of non-controlling interest in consolidated subsidiaries | (3,751) | 0 |
Payment of withholding taxes for net share settlement of equity awards | (1,037) | (5,929) |
Options exercised | 2,729 | 939 |
Net cash used in financing activities | (29,195) | (91,490) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (2,209) | (3,838) |
Net change in cash, cash equivalents, and restricted cash | (16,909) | (43,949) |
Cash, cash equivalents, and restricted cash, beginning of period | 75,558 | 127,162 |
Cash, cash equivalents, and restricted cash, end of period | 58,649 | 83,213 |
Supplemental disclosure of cash flow information | ||
Interest paid | 15,582 | 7,410 |
Income taxes paid | 444 | 1,076 |
Supplemental disclosure of non-cash activities | ||
Fair value of unpaid contingent consideration in connection with business acquisitions | 2,366 | 2,578 |
Fyber | ||
Supplemental disclosure of non-cash activities | ||
Common stock issued for the acquisition of Fyber | $ 0 | $ 50,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Preferred Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Non-Controlling Interest |
Beginning balance, common (in shares) at Mar. 31, 2022 | 97,163,701 | |||||||
Beginning balance at Mar. 31, 2022 | $ 516,215 | $ 10 | $ 100 | $ (71) | $ 745,661 | $ (39,341) | $ (191,788) | $ 1,644 |
Beginning balance, preferred (in shares) at Mar. 31, 2022 | 100,000 | |||||||
Beginning balance, treasury (in shares) at Mar. 31, 2022 | 758,125 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 14,958 | 14,922 | 36 | |||||
Foreign currency translation | (5,542) | (5,749) | 207 | |||||
Stock-based compensation expense | 6,463 | 6,463 | ||||||
Shares issued: | ||||||||
Exercise of stock options (in shares) | 380,176 | |||||||
Exercise of stock options | 296 | 296 | ||||||
Issuance of restricted shares and vesting of restricted units (in shares) | 7,763 | |||||||
Shares for acquisition of Fyber (in shares) | 1,205,982 | |||||||
Shares for acquisition of Fyber | 50,000 | 50,000 | ||||||
Payment of withholding taxes related to the net share settlement of equity awards | (4,357) | (4,357) | ||||||
Ending balance, common (in shares) at Jun. 30, 2022 | 98,757,622 | |||||||
Ending balance at Jun. 30, 2022 | 578,033 | $ 10 | $ 100 | $ (71) | 798,063 | (45,090) | (176,866) | 1,887 |
Ending balance, preferred (in shares) at Jun. 30, 2022 | 100,000 | |||||||
Ending balance, treasury (in shares) at Jun. 30, 2022 | 758,125 | |||||||
Beginning balance, common (in shares) at Mar. 31, 2022 | 97,163,701 | |||||||
Beginning balance at Mar. 31, 2022 | 516,215 | $ 10 | $ 100 | $ (71) | 745,661 | (39,341) | (191,788) | 1,644 |
Beginning balance, preferred (in shares) at Mar. 31, 2022 | 100,000 | |||||||
Beginning balance, treasury (in shares) at Mar. 31, 2022 | 758,125 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 26,661 | |||||||
Foreign currency translation | (14,788) | |||||||
Ending balance, common (in shares) at Sep. 30, 2022 | 98,985,435 | |||||||
Ending balance at Sep. 30, 2022 | 585,703 | $ 10 | $ 100 | $ (71) | 803,276 | (54,329) | (165,202) | 1,919 |
Ending balance, preferred (in shares) at Sep. 30, 2022 | 100,000 | |||||||
Ending balance, treasury (in shares) at Sep. 30, 2022 | 758,125 | |||||||
Beginning balance, common (in shares) at Jun. 30, 2022 | 98,757,622 | |||||||
Beginning balance at Jun. 30, 2022 | 578,033 | $ 10 | $ 100 | $ (71) | 798,063 | (45,090) | (176,866) | 1,887 |
Beginning balance, preferred (in shares) at Jun. 30, 2022 | 100,000 | |||||||
Beginning balance, treasury (in shares) at Jun. 30, 2022 | 758,125 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 11,703 | 11,664 | 39 | |||||
Foreign currency translation | (9,246) | (9,239) | (7) | |||||
Stock-based compensation expense | 6,142 | 6,142 | ||||||
Shares issued: | ||||||||
Exercise of stock options (in shares) | 198,778 | |||||||
Exercise of stock options | 643 | 643 | ||||||
Issuance of restricted shares and vesting of restricted units (in shares) | 29,035 | |||||||
Payment of withholding taxes related to the net share settlement of equity awards | (1,572) | (1,572) | ||||||
Ending balance, common (in shares) at Sep. 30, 2022 | 98,985,435 | |||||||
Ending balance at Sep. 30, 2022 | $ 585,703 | $ 10 | $ 100 | $ (71) | 803,276 | (54,329) | (165,202) | 1,919 |
Ending balance, preferred (in shares) at Sep. 30, 2022 | 100,000 | |||||||
Ending balance, treasury (in shares) at Sep. 30, 2022 | 758,125 | |||||||
Beginning balance, common (in shares) at Mar. 31, 2023 | 99,458,369 | 99,458,369 | ||||||
Beginning balance at Mar. 31, 2023 | $ 607,255 | $ 10 | $ 100 | $ (71) | 822,217 | (41,945) | (175,115) | 2,059 |
Beginning balance, preferred (in shares) at Mar. 31, 2023 | 100,000 | 100,000 | ||||||
Beginning balance, treasury (in shares) at Mar. 31, 2023 | 758,125 | 758,125 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | $ (8,399) | (8,179) | (220) | |||||
Foreign currency translation | (6,107) | (6,846) | 739 | |||||
Stock-based compensation expense | 10,017 | 10,017 | ||||||
Shares issued: | ||||||||
Exercise of stock options (in shares) | 378,507 | |||||||
Exercise of stock options | 731 | 731 | ||||||
Issuance of restricted shares and vesting of restricted units (in shares) | 449,781 | |||||||
Acquisition of non-controlling interests in Fyber | (3,751) | (1,173) | (2,578) | |||||
Payment of withholding taxes related to the net share settlement of equity awards | (931) | (931) | ||||||
Ending balance, common (in shares) at Jun. 30, 2023 | 100,286,657 | |||||||
Ending balance at Jun. 30, 2023 | $ 598,815 | $ 10 | $ 100 | $ (71) | 830,861 | (48,791) | (183,294) | 0 |
Ending balance, preferred (in shares) at Jun. 30, 2023 | 100,000 | |||||||
Ending balance, treasury (in shares) at Jun. 30, 2023 | 758,125 | |||||||
Beginning balance, common (in shares) at Mar. 31, 2023 | 99,458,369 | 99,458,369 | ||||||
Beginning balance at Mar. 31, 2023 | $ 607,255 | $ 10 | $ 100 | $ (71) | 822,217 | (41,945) | (175,115) | 2,059 |
Beginning balance, preferred (in shares) at Mar. 31, 2023 | 100,000 | 100,000 | ||||||
Beginning balance, treasury (in shares) at Mar. 31, 2023 | 758,125 | 758,125 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | $ (169,881) | |||||||
Foreign currency translation | $ (7,394) | |||||||
Shares issued: | ||||||||
Exercise of stock options (in shares) | 1,123,960 | |||||||
Ending balance, common (in shares) at Sep. 30, 2023 | 101,089,146 | 101,089,146 | ||||||
Ending balance at Sep. 30, 2023 | $ 447,862 | $ 10 | $ 100 | $ (71) | 842,677 | (50,078) | (344,776) | 0 |
Ending balance, preferred (in shares) at Sep. 30, 2023 | 100,000 | 100,000 | ||||||
Ending balance, treasury (in shares) at Sep. 30, 2023 | 758,125 | 758,125 | ||||||
Beginning balance, common (in shares) at Jun. 30, 2023 | 100,286,657 | |||||||
Beginning balance at Jun. 30, 2023 | $ 598,815 | $ 10 | $ 100 | $ (71) | 830,861 | (48,791) | (183,294) | 0 |
Beginning balance, preferred (in shares) at Jun. 30, 2023 | 100,000 | |||||||
Beginning balance, treasury (in shares) at Jun. 30, 2023 | 758,125 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (161,482) | (161,482) | 0 | |||||
Foreign currency translation | (1,287) | (1,287) | 0 | |||||
Stock-based compensation expense | 9,924 | 9,924 | ||||||
Shares issued: | ||||||||
Exercise of stock options (in shares) | 575,599 | |||||||
Exercise of stock options | 1,998 | 1,998 | ||||||
Issuance of restricted shares and vesting of restricted units (in shares) | 226,890 | |||||||
Payment of withholding taxes related to the net share settlement of equity awards | $ (106) | (106) | ||||||
Ending balance, common (in shares) at Sep. 30, 2023 | 101,089,146 | 101,089,146 | ||||||
Ending balance at Sep. 30, 2023 | $ 447,862 | $ 10 | $ 100 | $ (71) | $ 842,677 | $ (50,078) | $ (344,776) | $ 0 |
Ending balance, preferred (in shares) at Sep. 30, 2023 | 100,000 | 100,000 | ||||||
Ending balance, treasury (in shares) at Sep. 30, 2023 | 758,125 | 758,125 |
Description of Business
Description of Business | 6 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of BusinessDigital Turbine, Inc., through its subsidiaries (collectively “Digital Turbine” or the “Company”), is a leading independent mobile growth platform that levels up the landscape for advertisers, publishers, carriers, and device original equipment manufacturers (“OEMs”). The Company offers end-to-end products and solutions leveraging proprietary technology to all participants in the mobile application ecosystem, enabling brand discovery and advertising, user acquisition and engagement, and operational efficiency for advertisers. In addition, the Company’s products and solutions provide monetization opportunities for OEMs, carriers, and application (“app” or “apps”) publishers and developers. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The Company consolidates the financial results and reports non-controlling interests representing the economic interests held by other equity holders of subsidiaries that are not 100% owned by the Company. The calculation of non-controlling interests excludes any net income (loss) attributable directly to the Company. All intercompany balances and transactions have been eliminated in consolidation. The Company acquired the remaining minority interest shareholders’ outstanding shares in one of its subsidiaries during the three months ended June 30, 2023 for $3,751. As a result, the Company owned 100% of all its subsidiaries as of September 30, 2023. 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, 2023. Unaudited Interim Financial Information These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, comprehensive income, stockholders’ equity, and cash flows for the interim periods indicated. The results of operations for the three and six months ended September 30, 2023, are not necessarily indicative of the operating results for the full fiscal year. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Significant estimates and assumptions reflected in the financial statements include revenue recognition, including the determination of gross versus net revenue reporting, allowance for credit losses, stock-based compensation, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, fair value of contingent earn-out considerations, incremental borrowing rates for right-of-use assets and lease liabilities, and tax valuation allowances. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from management’s estimates using different assumptions or under different conditions. Management considered the potential impacts of ongoing macroeconomic uncertainty due to global events such as the conflict in Ukraine, the conflict in Israel, inflation, disruptions in supply chains, recessionary concerns impacting the markets in which the Company operates, and others, on the Company’s critical and significant accounting estimates. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates or judgments or revise the carrying value of its assets or liabilities as a result of such factors. Management’s estimates may change as new events occur and additional information is obtained. Actual results could differ from estimates and any such differences may be material to the Company’s condensed consolidated financial statements. Summary of Significant Accounting Policies There have been no significant changes to the Company’s significant accounting policies in Note 2—Basis of Presentation and Summary of Significant Accounting Policies, of the notes to the consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2023. |
Acquisitions
Acquisitions | 6 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of In App Video Services UK LTD. On November 1, 2022, the Company completed the acquisition of all outstanding ownership interests of In App Video Services UK LTD. (“In App”), pursuant to a Stock Purchase Agreement (the “In App Acquisition”). Prior to the Acquisition, In App acted as a third-party representative of the Company’s App Growth Platform (“AGP”) segment’s products and services in the United Kingdom (“UK”). The acquisition of In App is part of the Company’s strategy to make investments that provide opportunities to grow market share and increase revenue in important markets and geographies like the UK. The Company acquired In App for total estimated consideration in the range of $2,250 to $5,500, paid as follows: (1) $2,708 paid in cash at closing, including a working capital adjustment of approximately $460, with $1,000 of that amount held in escrow for one-year and (2) potential annual earn-out payments based on meeting annual revenue targets for the calendar years ended December 31, 2022, 2023, 2024, and 2025. The annual earn-out payments are up to $250 for the year ended December 31, 2022, and $1,000 for each of the calendar years ended December 31, 2023, 2024, and 2025. Also, an incremental earn-out payment will be made for each of the calendar years ended 2023, 2024, and 2025 in an amount equal to 25% of revenue that is more than 150% of that calendar year’s revenue target. On the acquisition date, the Company recorded the fair values of the assets acquired and liabilities assumed in the In App Acquisition, which resulted in the recognition of: (1) current assets, net of cash acquired, of $836, (2) current liabilities of $401, (3) acquisition purchase price liability of $2,738, (4) and goodwill of $4,957. |
Segment Information
Segment Information | 6 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer is the CODM. The Company reports its results of operations through the following two segments, each of which represents an operating and reportable segment, as follows: • On Device Solutions (“ODS”) - This segment generates revenue from the delivery of mobile application media or content to end users with solutions for all participants in the mobile application ecosystem that want to connect with end users and consumers who hold the device. This includes mobile carriers and device OEMs that participate in the app economy, app publishers and developers, and brands and advertising agencies. This segment's product offerings are enabled through relationships with mobile device carriers and OEMs. • App Growth Platform (“AGP”) - AGP customers are primarily advertisers and publishers, and the segment provides platforms that allow mobile app publishers and developers to monetize their monthly active users via display, native, and video advertising. The AGP platforms allow demand side platforms, advertisers, agencies, and publishers to buy and sell digital ad impressions, primarily through programmatic, real-time bidding auctions and, in some cases, through direct-bought/sold advertiser budgets. The segment also provides brand and performance advertising products to advertisers and agencies. The Company’s CODM evaluates segment performance and makes resource allocation decisions primarily based on segment net revenue and segment profit, as shown in the segment information summary table below. The Company’s CODM does not allocate other direct costs of revenue, 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. Three months ended September 30, 2023 ODS AGP Eliminations Consolidated Net revenue $ 99,060 $ 46,183 $ (1,984) $ 143,259 Revenue share 60,980 9,723 (1,984) 68,719 Segment profit $ 38,080 $ 36,460 $ — $ 74,540 Three months ended September 30, 2022 ODS AGP Eliminations Consolidated Net revenue $ 108,466 $ 68,256 $ (1,863) $ 174,859 Revenue share 59,786 18,958 (1,863) 76,881 Segment profit $ 48,680 $ 49,298 $ — $ 97,978 Six months ended September 30, 2023 ODS AGP Eliminations Consolidated Net revenue $ 197,310 $ 95,142 $ (2,827) $ 289,625 Revenue share 119,278 21,860 (2,827) 138,311 Segment profit $ 78,032 $ 73,282 $ — $ 151,314 Six months ended September 30, 2022 ODS AGP Eliminations Consolidated Net revenue $ 227,103 $ 140,622 $ (4,233) $ 363,492 Revenue share 128,236 40,245 (4,233) 164,248 Segment profit $ 98,867 $ 100,377 $ — $ 199,244 Geographic Area Information Long-lived assets, excluding deferred tax assets, by region follow: September 30, 2023 March 31, 2023 United States and Canada $ 30,030 $ 25,903 Europe, Middle East, and Africa 14,827 13,395 Asia Pacific and China 74 29 Consolidated property and equipment, net $ 44,931 $ 39,327 September 30, 2023 March 31, 2023 United States and Canada $ 145,795 $ 122,377 Europe, Middle East, and Africa 195,192 252,524 Asia Pacific and China 4,405 4,731 Consolidated intangible assets, net $ 345,392 $ 379,632 Three months ended September 30, 2023 ODS AGP Total United States and Canada $ 40,176 $ 32,256 $ 72,432 Europe, Middle East, and Africa 48,348 8,966 57,314 Asia Pacific and China 10,114 4,940 15,054 Mexico, Central America, and South America 422 21 443 Elimination — — (1,984) Consolidated net revenue $ 99,060 $ 46,183 $ 143,259 Three months ended September 30, 2022 ODS AGP Total United States and Canada $ 50,978 $ 39,808 $ 90,786 Europe, Middle East, and Africa 42,598 22,254 64,852 Asia Pacific and China 13,140 6,149 19,289 Mexico, Central America, and South America 1,750 45 1,795 Elimination — — (1,863) Consolidated net revenue $ 108,466 $ 68,256 $ 174,859 Six months ended September 30, 2023 ODS AGP Total United States and Canada $ 79,117 $ 63,173 $ 142,290 Europe, Middle East, and Africa 94,370 22,518 116,888 Asia Pacific and China 22,657 9,387 32,044 Mexico, Central America, and South America 1,166 64 1,230 Elimination — — (2,827) Consolidated net revenue $ 197,310 $ 95,142 $ 289,625 Six months ended September 30, 2022 ODS AGP Total United States and Canada $ 113,941 $ 86,046 $ 199,987 Europe, Middle East, and Africa 83,142 41,669 124,811 Asia Pacific and China 27,014 12,273 39,287 Mexico, Central America, and South America 3,006 634 3,640 Elimination — — (4,233) Consolidated net revenue $ 227,103 $ 140,622 $ 363,492 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill by segment follows: ODS AGP Total Goodwill as of March 31, 2023 $ 80,176 $ 481,400 $ 561,576 Foreign currency translation — (5,419) (5,419) Impairment of goodwill $ — $ (147,181) $ (147,181) Goodwill as of September 30, 2023 $ 80,176 $ 328,800 $ 408,976 The Company evaluates goodwill for impairment at least annually or upon the occurrence of events or circumstances that indicate they would more likely than not reduce the fair value of a reporting unit below its carrying value. During annual testing as of March 31, 2023, the Company determined that the fair value of both reporting units was in excess of their carrying value. As a result of this review, the Company did not record an impairment charge in fiscal year 2023. As of September 30, 2023, the Company determined that the sustained decline in the quoted market price of the Company’s common stock during the fiscal year (in particular, during the quarter ended September 30, 2023 and following such quarter end), the recent increase in interest rates, and the Company’s current and recently updated forecasted operating trends represented a change in circumstances that indicated that the fair value of the Company’s reporting units may be less than their carrying value. The Company completed an impairment assessment of its goodwill, and as a result of this review, recorded a $147,181 non-deductible, non-cash goodwill impairment charge (or $1.46] per basic and diluted share) for the AGP reporting unit for the quarter ended September 30, 2023. There was no impairment of goodwill for the ODS reporting unit. The fair value of each reporting unit was estimated using a weighted combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach (the “Guideline Public Company Method”). The Company’s September 30, 2023 testing reflected a 75%/25% allocation between the income and market approaches. The Company believes the 75% weighting to the income approach is appropriate, as it directly reflects its future growth and profitability expectations. The discounted cash flow method requires significant assumptions and estimates, the most significant of which are projected future growth rates, capital expenditures, tax rates, gross margins and terminal values. In addition, the Company determines its weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. For the September 30, 2023 testing, as compared to the March 31, 2023 testing, the Company reduced its estimated future cash flows used in the impairment assessment, including revenues, gross profits, and EBITDA to reflect its best estimates at this time. The Company also updated key inputs for the discounted cash flow models, including the weighted-average cost of capital, which increased due to higher interest rates, market volatility, and the company specific premium. The market approach estimates the fair value of the reporting unit by applying multiples of operating performance measures to the reporting unit’s operating performance. These multiples are derived from comparable publicly-traded companies with similar investment characteristics. For the September 30, 2023 testing, as compared to the March 31, 2023 testing, the Company reduced its revenue and EBITDA market multiples, reflecting declining valuations across the Company’s selected peer group. These updates, along with those made to the discounted cash flow models described above, had significant impacts on the estimated fair values of the Company’s reporting units. As of September 30, 2023, the goodwill impairment evaluation indicated the following for the Company’s reporting units: ODS For the ODS reporting unit, the Company determined that the estimated fair value was in excess of its carrying value by $233,100. As a result, no impairment charge was recorded. The ODS reporting unit has remaining goodwill of $80,176 as of September 30, 2023. Prior to the quantitative goodwill impairment test, the Company tested the recoverability of intangibles and other long-lived assets of the ODS reporting unit and concluded that such assets were not impaired. AGP For the AGP reporting unit, the Company determined that the carrying value was in excess of its estimated fair value, resulting in an impairment charge of $147,181. The decline in the fair value of the AGP reporting unit below its carrying value resulted primarily from the Company’s recently reduced estimates in its estimated future cash flows, including revenues, gross profits, and EBITDA as mentioned above. Prior to the quantitative goodwill impairment test, the Company tested the recoverability of intangibles and other long-lived assets of the AGP reporting unit and concluded that such assets were not impaired. Subsequent to the impairment charge discussed above, the AGP reporting unit has remaining goodwill of $328,800, and an excess of fair value over carrying value of net assets of 0% as of the test date (September 30, 2023). As noted above, the fair value of the AGP reporting unit is derived from a 75%/25% allocation between the discounted cash flows method and the market approach. Intangible Assets The components of intangible assets were as follows as of the periods indicated: As of September 30, 2023 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 12.01 years $ 168,405 $ (49,400) $ 119,005 Developed technology 4.79 years 146,337 (49,070) 97,267 Trade names 1.83 years 69,894 (36,255) 33,639 Publisher relationships 17.35 years 108,659 (13,178) 95,481 Total $ 493,295 $ (147,903) $ 345,392 As of March 31, 2023 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 12.06 years $ 170,281 $ (39,925) $ 130,356 Developed technology 5.28 years 146,596 (38,813) 107,783 Trade names 2.33 years 69,983 (27,115) 42,868 Publisher relationships 17.83 years 109,028 (10,403) 98,625 Total $ 495,888 $ (116,256) $ 379,632 Estimated amortization expense in future fiscal years is expected to be: Fiscal year 2024 $ 32,102 Fiscal year 2025 55,591 Fiscal year 2026 41,348 Fiscal year 2027 35,232 Fiscal year 2028 35,233 Thereafter 145,886 Total $ 345,392 |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable September 30, 2023 March 31, 2023 Billed $ 165,287 $ 136,921 Unbilled 40,350 51,474 Allowance for credit losses (10,106) (10,206) Accounts receivable, net $ 195,531 $ 178,189 Billed accounts receivable represent amounts billed to customers for which the Company has an unconditional right to consideration. Unbilled accounts receivable represents revenue recognized but billed after period-end. All unbilled receivables as of September 30, 2023 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 | 6 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment September 30, 2023 March 31, 2023 Computer-related equipment $ 3,582 $ 3,527 Developed software 78,894 63,891 Furniture and fixtures 2,027 2,103 Leasehold improvements 3,641 3,647 Property and equipment, gross 88,144 73,168 Accumulated depreciation (43,213) (33,841) Property and equipment, net $ 44,931 $ 39,327 |
Debt
Debt | 6 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes borrowings under the Company’s debt obligations and the associated interest rates: September 30, 2023 Balance Interest Rate Unused Line Fee Revolver (subject to variable interest rate) $ 386,000 7.37 % 0.30 % Debt obligations on the condensed consolidated balance sheets consist of the following: September 30, 2023 March 31, 2023 Revolver $ 386,000 $ 413,134 Less: Debt issuance costs (2,190) (2,612) Long-term debt, net of debt issuance costs $ 383,810 $ 410,522 Revolver On February 3, 2021, the Company entered into a credit agreement (the “Credit Agreement”) with Bank of America, N.A. (“BoA”), which provided 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. On April 29, 2021, the Company amended and restated the Credit Agreement (the “New Credit Agreement”) with BoA, as a lender and administrative agent, and a syndicate of other lenders, which provided for a revolving line of credit of up to $400,000. The revolving line of credit matures on April 29, 2026, and contains an accordion feature enabling the Company to increase the total amount of the Revolver by $75,000 plus an amount that would enable the Company to remain in compliance with its consolidated secured net leverage ratio, on such terms as agreed to by the parties. The New Credit Agreement was subsequently amended as follows: • First Amendment: Increase in the Revolver to $525,000 while retaining the $75,000 accordion feature discussed above, for a total potential revolving line of credit of $600,000 on December 29, 2021. • Second Amendment: LIBOR was replaced with the Term Secured Overnight Financing Rate (“SOFR”). As a result, borrowings under the New Credit Agreement where the applicable rate was LIBOR will accrue interest at an annual rate equal to SOFR plus between 1.50% and 2.25% beginning on the effective date of the Second Amendment, which was October 26, 2022. The First and Second Amendments discussed above made no other changes to the terms of the New Credit Agreement, which 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 debt issuance costs of $4,064 for the New Credit Agreement, inclusive of costs incurred for the First and Second Amendments. Deferred debt issuance costs are recorded as a reduction of the carrying value of the debt on the condensed consolidated balance sheets. All deferred debt issuance costs are amortized on a straight-line basis over the term of the loan to interest expense. As of September 30, 2023, the Company had $386,000 drawn against the New Credit Agreement, classified as long-term debt on the condensed consolidated balance sheets, with remaining unamortized debt issuance costs of $2,190. As of September 30, 2023, amounts outstanding under the New Credit Agreement accrue interest at an annual rate equal to, at the Company’s election, (i) SOFR plus between 1.50% and 2.25%, based on the Company’s consolidated leverage ratio, or (ii) a base rate based upon the highest of (a) the federal funds rate plus 0.50%, (b) BoA’s prime rate, or (c) SOFR plus 1.00% plus between 0.50% and 1.25%, based on the Company’s consolidated leverage ratio. Additionally, the New Credit Agreement is subject to an unused line of credit fee between 0.15% and 0.35% per annum, based on the Company’s consolidated leverage ratio. As of September 30, 2023, the interest rate was 7.37% and the unused line of credit fee was 0.30%. The Company’s payment and performance obligations under the New Credit Agreement and related loan documents are secured by its grant of a security interest in substantially all of its personal property assets, whether now existing or hereafter acquired, subject to certain exclusions. If the Company acquires any real property assets with a fair market value in excess of $5,000, it is required to grant a security interest in such real property as well. All such security interests are required to be first priority security interests, subject to certain permitted liens. As of September 30, 2023, the Company had $139,000 available to draw on the revolving line of credit under the New Credit Agreement, excluding the accordion feature, subject to the required covenants. As of September 30, 2023, the Company was in compliance with all covenants. The fair value of the Company’s outstanding debt approximates its carrying value. Interest expense, net Interest expense, net, amortization of debt issuance costs, and unused line of credit fees were recorded in interest expense, net, on the condensed consolidated statements of operations and comprehensive (loss) income, as follows: Three months ended September 30, Six months ended September 30, 2023 2022 2023 2022 Interest expense, net $ (7,543) $ (5,005) $ (14,657) $ (8,867) Amortization of debt issuance costs (212) (198) (424) (408) Unused line of credit fees and other (89) (26) (153) (36) Total interest expense, net $ (7,844) $ (5,229) $ (15,234) $ (9,311) |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2020 Equity Incentive Plan of Digital Turbine, Inc. (the “2020 Plan”) On September 15, 2020, the Company’s stockholders approved the 2020 Plan, pursuant to which the Company may grant equity incentive awards to directors, employees and other eligible participants. A total of 12,000,000 shares of common stock were reserved for grant under the 2020 Plan. The types of awards that may be granted under the 2020 Plan include incentive and non-qualified stock options, stock appreciation rights, restricted stock, and restricted stock units. The 2020 Plan became effective on September 15, 2020, and has a term of ten years. Stock options may be either incentive stock options, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified stock options. As of September 30, 2023, 5,673,471 shares of common stock were available for issuance as future awards under the 2020 Plan. Stock Options 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, 2023 6,950,436 $ 12.73 6.12 $ 45,689 Granted 550,626 13.40 Exercised (1,123,960) 3.31 Forfeited / Expired (148,719) 40.93 Options outstanding as of September 30, 2023 6,228,383 $ 13.80 5.96 $ 11,195 Exercisable as of September 30, 2023 4,783,626 $ 10.67 5.06 $ 11,195 At September 30, 2023, total unrecognized stock-based compensation expense related to unvested stock options, net of estimated forfeitures, was $19,897, with an expected remaining weighted-average recognition period of 2.02 years. Restricted Stock Awards of restricted stock units may be either grants of time-based restricted stock units (“RSUs”) or performance-based restricted stock units (“PSUs”) that are issued at no cost to the recipient. The stock-based compensation expense for these awards is determined using the fair market value of the Company’s common stock on the date of the grant. No capital transaction occurs until the units vest, at which time they are converted to restricted or unrestricted stock. Compensation expense for RSUs with a time condition is recognized on a straight-line basis over the requisite service period. The Company periodically grants PSUs to certain key employees that are subject to the achievement of specified internal performance metrics over a specified performance period. The terms and conditions of the PSUs generally allow for vesting of the awards ranging between forfeiture and up to 200% of target. Stock-based compensation expense for PSUs with a performance condition are recognized on a straight-line basis based on the most likely attainment scenario over the performance period. The most likely attainment scenario is re-evaluated each period. Restricted stock awards (“RSAs”) are awards of common stock that are legally issued and outstanding. RSAs are subject to time-based restrictions on transfer and unvested portions are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restrictions. The stock-based compensation expense for these awards is determined using the fair market value of the Company’s common stock on the date of the grant. The RSAs have time conditions and in some cases, once the stock vests, the individual is restricted from selling the shares of stock for a certain defined period, from three months to one year, depending on the terms of the RSA. The following table summarizes RSU, PSU, and RSA activity: Number of Shares Weighted-Average Grant Date Fair Value Unvested restricted shares outstanding as of March 31, 2023 1,670,589 $ 24.96 Granted 2,775,331 13.39 Vested (722,553) 18.64 Forfeited (132,751) 19.36 Unvested restricted shares outstanding as of September 30, 2023 3,590,616 $ 16.89 At September 30, 2023, total unrecognized stock-based compensation expense related to RSUs, PSUs and RSAs, net of estimated forfeitures was $46,417, with an expected remaining weighted-average recognition period of 2.23 years. Stock-Based Compensation Expense Stock-based compensation expense for the three and six months ended September 30, 2023, was $9,016 and $19,033 , respectively, and was recorded within general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). Stock-based compensation expense for the three and six months ended September 30, 2022, was $5,779 and $12,023, respectively, and was recorded within general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). |
Earnings per Share
Earnings per Share | 6 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic net (loss) income per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed based on the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares outstanding during the period using the applicable methods. The following table sets forth the computation of basic and diluted net (loss) income per share of common stock (in thousands, except per share amounts): Three months ended September 30, Six months ended September 30, 2023 2022 2023 2022 Net (loss) income per common share (161,482) 11,703 (169,881) 26,661 Less: net (loss) income attributable to non-controlling interest — 39 (220) 75 Net (loss) income attributable to Digital Turbine, Inc. $ (161,482) $ 11,664 $ (169,661) $ 26,586 Weighted-average common shares outstanding, basic 100,604 98,887 100,272 98,324 Basic net (loss) income per common share attributable to Digital Turbine, Inc. $ (1.61) $ 0.12 $ (1.69) $ 0.27 Weighted-average common shares outstanding, diluted 100,604 102,898 100,272 102,777 Diluted net (loss) income per common share attributable to Digital Turbine, Inc. $ (1.61) $ 0.11 $ (1.69) $ 0.26 Potentially dilutive outstanding securities of 2,823,586 and 3,273,213 for the three and six months ended September 30, 2023, respectively, and 1,526,531 and 1,445,951 for the three and six months ended September 30, 2022, respectively, were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive. |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2023 | |
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 and six months ended September 30, 2023, a tax benefit of $713 and $2,252, respectively, resulted in an effective tax rate of 0.4% and 1.3%, respectively. Differences between the effective tax rate and the statutory tax rate primarily relate to the non-deductible goodwill impairment charge, tax limitations on certain deductions and state tax benefits. During the three and six months ended September 30, 2022, a tax provision of $4,181 and $9,317 resulted in an effective tax rate of 26.3% and 25.9%, respectively. Differences between the effective tax rate and the statutory tax rate primarily relate to state income taxes, nontaxable adjustments to the AdColony and Fyber earn-outs, and tax deductions for stock compensation that exceed the book expense. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Hosting Agreements The Company enters into hosting agreements with service providers and in some cases, those agreements include minimum commitments that require the Company to purchase a minimum amount of service over a specified time period (“the minimum commitment period”). The minimum commitment period is generally one-year in duration and the hosting agreements include multiple minimum commitment periods. Our minimum purchase commitments under these hosting agreements total approximately $284,988 over the next four Legal Matters The Company may be involved in various claims, suits, assessments, investigations, and legal proceedings that arise from time to time in the ordinary course of its business. The Company accrues a liability when it is both probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these accruals at least quarterly and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained and the Company’s views on the probable outcomes of claims, suits, assessments, investigations, or legal proceedings change, changes in the Company’s accrued liabilities would be recorded in the period such determination is made. For some matters, the amount of liability is not probable or the amount cannot be reasonably estimated and, therefore, accruals have not been made. On June 6, 2022 and July 21, 2022, stockholders of the Company filed class action complaints against the Company and certain of the Company’s officers in the Western District of Texas related to Digital Turbine, Inc.’s announcement in May 2022 that it would restate some of its financial results. The claims allege violations of certain federal securities laws. These have been consolidated into In re Digital Turbine, Inc. Securities Litigation , Case No. 1:22-cv-00550-DAE. On July 19, 2023, the Western District court granted the Company’s motion to dismiss the case. The plaintiffs filed an amended complaint on August 23, 2023, the Company filed a motion to dismiss the amended complaint on September 22, 2023, and briefing is ongoing. In addition, several derivative actions have been filed against the Company and the Company’s directors, which all assert claims of breach of fiduciary duties arising out of the same facts as the securities class action. The cases are Olszanski v. Digital Turbine, Inc. , et al.; Case No. 1:22-cv-911 in federal court in the Western District of Texas (October 4, 2022); Witt v. Digital Turbine, Inc. , et al; Case 1:22-cv-01429-UNA in federal court in the District of Delaware (February 14, 2023); and Krumwiede v. Digital Turbine, Inc .; Case No. 2023-0277 in state court in the Delaware Chancery Court (March 6, 2023). The federal derivative cases have been stayed under a court order, pending a ruling on any motion to dismiss the federal class action. The Company and the individual defendants filed a motion to dismiss the Delaware Chancery case on May 11, 2023. The Company and individual defendants deny any allegations of wrongdoing and the Company plans to vigorously defend against the claims asserted in these complaints. Due to the early stages of these cases, management is unable to assess a likely outcome or potential liability at this time. On July 25, 2023, a derivative action was filed against the Company and the members of the Company’s Compensation and Human Capital Management Committee that asserts a claim of breach of fiduciary duties related to the grant of equity awards to the Company’s CEO in excess of the annual share limit set forth in the Company’s 2020 Equity Incentive Plan. The case is Robert Garfield v. Digital Turbine, Inc., et al. ; Case No. 2023-0755 in state court in the Delaware Chancery Court. The Company and individual defendants deny any allegations of wrongdoing. Due to the early stages of the case, management is unable to assess a likely outcome or potential liability at this time. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events through the issuance date of the accompanying condensed consolidated financial statements, which was November 8, 2023. There were no events or transactions during the subsequent event reporting period that required disclosure in the condensed consolidated financial statements, other than: The Company increased its equity investment in Aptoide, S.A. (“Aptoide”) from 10.6% to 18.6% pursuant to the Addendum to the Class A1 Preferential Shares Investment Agreement (the “Agreement”) between the Company and Aptoide, dated November 8, 2023. The Company will pay consideration of €8,500, or a US Dollar equivalent amount of approximately $9,095 for the additional equity investment. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The Company consolidates the financial results and reports non-controlling interests representing the economic interests held by other equity holders of subsidiaries that are not 100% owned by the Company. The calculation of non-controlling interests excludes any net income (loss) attributable directly to the Company. All intercompany balances and transactions have been eliminated in consolidation. The Company acquired the remaining minority interest shareholders’ outstanding shares in one of its subsidiaries during the three months ended June 30, 2023 for $3,751. As a result, the Company owned 100% of all its subsidiaries as of September 30, 2023. 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, 2023. |
Consolidation | Unaudited Interim Financial Information These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, comprehensive income, stockholders’ equity, and cash flows for the interim periods indicated. The results of operations for the three and six months ended September 30, 2023, are not necessarily indicative of the operating results for the full fiscal year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Significant estimates and assumptions reflected in the financial statements include revenue recognition, including the determination of gross versus net revenue reporting, allowance for credit losses, stock-based compensation, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, fair value of contingent earn-out considerations, incremental borrowing rates for right-of-use assets and lease liabilities, and tax valuation allowances. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from management’s estimates using different assumptions or under different conditions. Management considered the potential impacts of ongoing macroeconomic uncertainty due to global events such as the conflict in Ukraine, the conflict in Israel, inflation, disruptions in supply chains, recessionary concerns impacting the markets in which the Company operates, and others, on the Company’s critical and significant |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | A summary of segment information follows: Three months ended September 30, 2023 ODS AGP Eliminations Consolidated Net revenue $ 99,060 $ 46,183 $ (1,984) $ 143,259 Revenue share 60,980 9,723 (1,984) 68,719 Segment profit $ 38,080 $ 36,460 $ — $ 74,540 Three months ended September 30, 2022 ODS AGP Eliminations Consolidated Net revenue $ 108,466 $ 68,256 $ (1,863) $ 174,859 Revenue share 59,786 18,958 (1,863) 76,881 Segment profit $ 48,680 $ 49,298 $ — $ 97,978 Six months ended September 30, 2023 ODS AGP Eliminations Consolidated Net revenue $ 197,310 $ 95,142 $ (2,827) $ 289,625 Revenue share 119,278 21,860 (2,827) 138,311 Segment profit $ 78,032 $ 73,282 $ — $ 151,314 Six months ended September 30, 2022 ODS AGP Eliminations Consolidated Net revenue $ 227,103 $ 140,622 $ (4,233) $ 363,492 Revenue share 128,236 40,245 (4,233) 164,248 Segment profit $ 98,867 $ 100,377 $ — $ 199,244 |
Schedule of Long-lived Assets by Geographic Areas | Long-lived assets, excluding deferred tax assets, by region follow: September 30, 2023 March 31, 2023 United States and Canada $ 30,030 $ 25,903 Europe, Middle East, and Africa 14,827 13,395 Asia Pacific and China 74 29 Consolidated property and equipment, net $ 44,931 $ 39,327 |
Schedule of Intangible Assets by Geographic Areas | September 30, 2023 March 31, 2023 United States and Canada $ 145,795 $ 122,377 Europe, Middle East, and Africa 195,192 252,524 Asia Pacific and China 4,405 4,731 Consolidated intangible assets, net $ 345,392 $ 379,632 |
Schedule of Revenue by Geographic Areas | Net revenue by geography is based on the billing addresses of the Company’s customers and a reconciliation of disaggregated revenue by segment follows: Three months ended September 30, 2023 ODS AGP Total United States and Canada $ 40,176 $ 32,256 $ 72,432 Europe, Middle East, and Africa 48,348 8,966 57,314 Asia Pacific and China 10,114 4,940 15,054 Mexico, Central America, and South America 422 21 443 Elimination — — (1,984) Consolidated net revenue $ 99,060 $ 46,183 $ 143,259 Three months ended September 30, 2022 ODS AGP Total United States and Canada $ 50,978 $ 39,808 $ 90,786 Europe, Middle East, and Africa 42,598 22,254 64,852 Asia Pacific and China 13,140 6,149 19,289 Mexico, Central America, and South America 1,750 45 1,795 Elimination — — (1,863) Consolidated net revenue $ 108,466 $ 68,256 $ 174,859 Six months ended September 30, 2023 ODS AGP Total United States and Canada $ 79,117 $ 63,173 $ 142,290 Europe, Middle East, and Africa 94,370 22,518 116,888 Asia Pacific and China 22,657 9,387 32,044 Mexico, Central America, and South America 1,166 64 1,230 Elimination — — (2,827) Consolidated net revenue $ 197,310 $ 95,142 $ 289,625 Six months ended September 30, 2022 ODS AGP Total United States and Canada $ 113,941 $ 86,046 $ 199,987 Europe, Middle East, and Africa 83,142 41,669 124,811 Asia Pacific and China 27,014 12,273 39,287 Mexico, Central America, and South America 3,006 634 3,640 Elimination — — (4,233) Consolidated net revenue $ 227,103 $ 140,622 $ 363,492 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill by segment follows: ODS AGP Total Goodwill as of March 31, 2023 $ 80,176 $ 481,400 $ 561,576 Foreign currency translation — (5,419) (5,419) Impairment of goodwill $ — $ (147,181) $ (147,181) Goodwill as of September 30, 2023 $ 80,176 $ 328,800 $ 408,976 |
Components of Intangible Assets | The components of intangible assets were as follows as of the periods indicated: As of September 30, 2023 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 12.01 years $ 168,405 $ (49,400) $ 119,005 Developed technology 4.79 years 146,337 (49,070) 97,267 Trade names 1.83 years 69,894 (36,255) 33,639 Publisher relationships 17.35 years 108,659 (13,178) 95,481 Total $ 493,295 $ (147,903) $ 345,392 As of March 31, 2023 Weighted-Average Remaining Useful Life Cost Accumulated Amortization Net Customer relationships 12.06 years $ 170,281 $ (39,925) $ 130,356 Developed technology 5.28 years 146,596 (38,813) 107,783 Trade names 2.33 years 69,983 (27,115) 42,868 Publisher relationships 17.83 years 109,028 (10,403) 98,625 Total $ 495,888 $ (116,256) $ 379,632 |
Schedule of Future Amortization Expense | Estimated amortization expense in future fiscal years is expected to be: Fiscal year 2024 $ 32,102 Fiscal year 2025 55,591 Fiscal year 2026 41,348 Fiscal year 2027 35,232 Fiscal year 2028 35,233 Thereafter 145,886 Total $ 345,392 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | September 30, 2023 March 31, 2023 Billed $ 165,287 $ 136,921 Unbilled 40,350 51,474 Allowance for credit losses (10,106) (10,206) Accounts receivable, net $ 195,531 $ 178,189 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | September 30, 2023 March 31, 2023 Computer-related equipment $ 3,582 $ 3,527 Developed software 78,894 63,891 Furniture and fixtures 2,027 2,103 Leasehold improvements 3,641 3,647 Property and equipment, gross 88,144 73,168 Accumulated depreciation (43,213) (33,841) Property and equipment, net $ 44,931 $ 39,327 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes borrowings under the Company’s debt obligations and the associated interest rates: September 30, 2023 Balance Interest Rate Unused Line Fee Revolver (subject to variable interest rate) $ 386,000 7.37 % 0.30 % Debt obligations on the condensed consolidated balance sheets consist of the following: September 30, 2023 March 31, 2023 Revolver $ 386,000 $ 413,134 Less: Debt issuance costs (2,190) (2,612) Long-term debt, net of debt issuance costs $ 383,810 $ 410,522 Three months ended September 30, Six months ended September 30, 2023 2022 2023 2022 Interest expense, net $ (7,543) $ (5,005) $ (14,657) $ (8,867) Amortization of debt issuance costs (212) (198) (424) (408) Unused line of credit fees and other (89) (26) (153) (36) Total interest expense, net $ (7,844) $ (5,229) $ (15,234) $ (9,311) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
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, 2023 6,950,436 $ 12.73 6.12 $ 45,689 Granted 550,626 13.40 Exercised (1,123,960) 3.31 Forfeited / Expired (148,719) 40.93 Options outstanding as of September 30, 2023 6,228,383 $ 13.80 5.96 $ 11,195 Exercisable as of September 30, 2023 4,783,626 $ 10.67 5.06 $ 11,195 |
Summary of RSU, PSU and RSA Activity | The following table summarizes RSU, PSU, and RSA activity: Number of Shares Weighted-Average Grant Date Fair Value Unvested restricted shares outstanding as of March 31, 2023 1,670,589 $ 24.96 Granted 2,775,331 13.39 Vested (722,553) 18.64 Forfeited (132,751) 19.36 Unvested restricted shares outstanding as of September 30, 2023 3,590,616 $ 16.89 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share of Common Stock | The following table sets forth the computation of basic and diluted net (loss) income per share of common stock (in thousands, except per share amounts): Three months ended September 30, Six months ended September 30, 2023 2022 2023 2022 Net (loss) income per common share (161,482) 11,703 (169,881) 26,661 Less: net (loss) income attributable to non-controlling interest — 39 (220) 75 Net (loss) income attributable to Digital Turbine, Inc. $ (161,482) $ 11,664 $ (169,661) $ 26,586 Weighted-average common shares outstanding, basic 100,604 98,887 100,272 98,324 Basic net (loss) income per common share attributable to Digital Turbine, Inc. $ (1.61) $ 0.12 $ (1.69) $ 0.27 Weighted-average common shares outstanding, diluted 100,604 102,898 100,272 102,777 Diluted net (loss) income per common share attributable to Digital Turbine, Inc. $ (1.61) $ 0.11 $ (1.69) $ 0.26 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsidiary or Equity Method Investee [Line Items] | |||
Payment to acquire non-controlling interest in consolidated subsidiaries | $ 3,751 | $ 3,751 | $ 0 |
Subsidiaries | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Subsidiary, ownership percentage | 100% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Nov. 01, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 408,976 | $ 408,976 | $ 561,576 | |||
Change in fair value of contingent consideration | 372 | $ 0 | 372 | $ 0 | ||
In App | ||||||
Business Acquisition [Line Items] | ||||||
Payment to acquire business | $ 2,708 | |||||
Cash consideration, working capital adjustment | 460 | |||||
Cash consideration, held in escrow | $ 1,000 | |||||
Cash consideration, held in escrow, payment term | 1 year | |||||
Earn out payment, remainder of 2022 | $ 250 | |||||
Earn out payment, 2023 | 1,000 | |||||
Earn out payment, 2024 | 1,000 | |||||
Earn out payment, 2025 | $ 1,000 | |||||
Incremental earn-out payment, percent of revenue above target | 25% | |||||
Incremental earn-out payment, revenue target percentage | 150% | |||||
Current assets acquired | $ 836 | |||||
Current liabilities assumed | 401 | |||||
Acquisition purchase price liability | 2,738 | |||||
Goodwill | 4,957 | |||||
Change in fair value of contingent consideration | $ (372) | $ (372) | ||||
Minimum | In App | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration | 2,250 | |||||
Maximum | In App | ||||||
Business Acquisition [Line Items] | ||||||
Total consideration | $ 5,500 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Sep. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | $ 143,259 | $ 174,859 | $ 289,625 | $ 363,492 |
Revenue share | 68,719 | 76,881 | 138,311 | 164,248 |
Segment profit | 74,540 | 97,978 | 151,314 | 199,244 |
Elimination | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | (1,984) | (1,863) | (2,827) | (4,233) |
Revenue share | (1,984) | (1,863) | (2,827) | (4,233) |
Segment profit | 0 | 0 | 0 | 0 |
ODS | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 99,060 | 108,466 | 197,310 | 227,103 |
Revenue share | 60,980 | 59,786 | 119,278 | 128,236 |
Segment profit | 38,080 | 48,680 | 78,032 | 98,867 |
AGP | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 46,183 | 68,256 | 95,142 | 140,622 |
Revenue share | 9,723 | 18,958 | 21,860 | 40,245 |
Segment profit | $ 36,460 | $ 49,298 | $ 73,282 | $ 100,377 |
Segment Information - Schedul_2
Segment Information - Schedule of Long-lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | $ 44,931 | $ 39,327 |
Intangible assets, net | 345,392 | 379,632 |
United States and Canada | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | 30,030 | 25,903 |
Intangible assets, net | 145,795 | 122,377 |
Europe, Middle East, and Africa | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | 14,827 | 13,395 |
Intangible assets, net | 195,192 | 252,524 |
Asia Pacific and China | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Property and equipment, net | 74 | 29 |
Intangible assets, net | $ 4,405 | $ 4,731 |
Segment Information - Schedul_3
Segment Information - Schedule of Revenue by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | $ 143,259 | $ 174,859 | $ 289,625 | $ 363,492 |
Elimination | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | (1,984) | (1,863) | (2,827) | (4,233) |
ODS | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 99,060 | 108,466 | 197,310 | 227,103 |
AGP | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 46,183 | 68,256 | 95,142 | 140,622 |
United States and Canada | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 72,432 | 90,786 | 142,290 | 199,987 |
United States and Canada | ODS | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 40,176 | 50,978 | 79,117 | 113,941 |
United States and Canada | AGP | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 32,256 | 39,808 | 63,173 | 86,046 |
Europe, Middle East, and Africa | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 57,314 | 64,852 | 116,888 | 124,811 |
Europe, Middle East, and Africa | ODS | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 48,348 | 42,598 | 94,370 | 83,142 |
Europe, Middle East, and Africa | AGP | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 8,966 | 22,254 | 22,518 | 41,669 |
Asia Pacific and China | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 15,054 | 19,289 | 32,044 | 39,287 |
Asia Pacific and China | ODS | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 10,114 | 13,140 | 22,657 | 27,014 |
Asia Pacific and China | AGP | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 4,940 | 6,149 | 9,387 | 12,273 |
Mexico, Central America, and South America | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 443 | 1,795 | 1,230 | 3,640 |
Mexico, Central America, and South America | ODS | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | 422 | 1,750 | 1,166 | 3,006 |
Mexico, Central America, and South America | AGP | Operating Segments | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Net revenue | $ 21 | $ 45 | $ 64 | $ 634 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning | $ 561,576,000 | |||
Foreign currency translation | (5,419,000) | |||
Impairment of goodwill | $ (147,181,000) | $ 0 | (147,181,000) | $ 0 |
Goodwill, ending | 408,976,000 | 408,976,000 | ||
ODS | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning | 80,176,000 | |||
Foreign currency translation | 0 | |||
Impairment of goodwill | 0 | 0 | ||
Goodwill, ending | 80,176,000 | 80,176,000 | ||
AGP | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning | 481,400,000 | |||
Foreign currency translation | (5,419,000) | |||
Impairment of goodwill | (147,181,000) | |||
Goodwill, ending | $ 328,800,000 | $ 328,800,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Goodwill [Line Items] | |||||
Impairment of goodwill | $ 147,181,000 | $ 0 | $ 147,181,000 | $ 0 | |
Goodwill | 408,976,000 | 408,976,000 | $ 561,576,000 | ||
Amortization expense | 16,157,000 | $ 16,185,000 | 32,346,000 | $ 32,302,000 | |
AGP | |||||
Goodwill [Line Items] | |||||
Impairment of goodwill | $ 147,181,000 | ||||
Impairment effect on earnings per share (in dollars per share) | $ 1.46 | ||||
Goodwill | 328,800,000 | $ 328,800,000 | 481,400,000 | ||
ODS | |||||
Goodwill [Line Items] | |||||
Impairment of goodwill | 0 | 0 | |||
Reporting unit, amount of fair value in excess of carrying amount | 233,100,000 | 233,100,000 | |||
Goodwill | $ 80,176,000 | $ 80,176,000 | $ 80,176,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Cost | $ 493,295 | $ 495,888 |
Accumulated Amortization | (147,903) | (116,256) |
Net | $ 345,392 | $ 379,632 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 12 years 3 days | 12 years 21 days |
Cost | $ 168,405 | $ 170,281 |
Accumulated Amortization | (49,400) | (39,925) |
Net | $ 119,005 | $ 130,356 |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 4 years 9 months 14 days | 5 years 3 months 10 days |
Cost | $ 146,337 | $ 146,596 |
Accumulated Amortization | (49,070) | (38,813) |
Net | $ 97,267 | $ 107,783 |
Trade names | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 1 year 9 months 29 days | 2 years 3 months 29 days |
Cost | $ 69,894 | $ 69,983 |
Accumulated Amortization | (36,255) | (27,115) |
Net | $ 33,639 | $ 42,868 |
Publisher relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Useful Life | 17 years 4 months 6 days | 17 years 9 months 29 days |
Cost | $ 108,659 | $ 109,028 |
Accumulated Amortization | (13,178) | (10,403) |
Net | $ 95,481 | $ 98,625 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fiscal year 2024 | $ 32,102 |
Fiscal year 2025 | 55,591 |
Fiscal year 2026 | 41,348 |
Fiscal year 2027 | 35,232 |
Fiscal year 2028 | 35,233 |
Thereafter | 145,886 |
Total | $ 345,392 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Receivables [Abstract] | |||||
Billed | $ 165,287 | $ 165,287 | $ 136,921 | ||
Unbilled | 40,350 | 40,350 | 51,474 | ||
Allowance for credit losses | (10,106) | (10,106) | (10,206) | ||
Accounts receivable, net | 195,531 | 195,531 | $ 178,189 | ||
Allowance for credit losses | $ 488 | $ 1,363 | $ 1,227 | $ 2,249 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 88,144 | $ 73,168 |
Accumulated depreciation | (43,213) | (33,841) |
Property and equipment, net | 44,931 | 39,327 |
Computer-related equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 3,582 | 3,527 |
Developed software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 78,894 | 63,891 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,027 | 2,103 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3,641 | $ 3,647 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 4,529 | $ 3,893 | $ 9,584 | $ 7,708 |
Internal Use Assets | General and Administrative | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | 3,020 | 2,130 | 6,319 | 4,745 |
Developed software | Other Direct Costs of Revenue | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 1,509 | $ 1,763 | $ 3,265 | $ 2,963 |
Debt - Summary of Borrowings (D
Debt - Summary of Borrowings (Details) - Revolving Credit Facility - Revolver - Line of Credit - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||
Balance | $ 386,000 | $ 413,134 |
Interest Rate | 7.37% | |
Unused Line Fee | 0.30% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Debt Instrument [Line Items] | ||
Less: Debt issuance costs | $ (2,190) | $ (2,612) |
Long-term debt, net of debt issuance costs | 383,810 | 410,522 |
Line of Credit | Revolving Credit Facility | Revolver | ||
Debt Instrument [Line Items] | ||
Balance | $ 386,000 | $ 413,134 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 6 Months Ended | |||||
Oct. 26, 2022 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 29, 2021 | Apr. 29, 2021 | Feb. 03, 2021 | |
Debt Instrument [Line Items] | ||||||
Debt issuance costs, net | $ 2,190,000 | $ 2,612,000 | ||||
Line of Credit | Revolver | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 525,000,000 | $ 100,000,000 | ||||
Maximum borrowing capacity, including accordion feature | 600,000,000 | $ 400,000,000 | $ 200,000,000 | |||
Maximum borrowing capacity, accordion feature | $ 75,000,000 | 75,000,000 | ||||
Payment of debt issuance costs | 4,064,000 | |||||
Balance | $ 386,000,000 | $ 413,134,000 | ||||
Unused line fee | 0.30% | |||||
Interest rate | 7.37% | |||||
Collateral, threshold amount to grant security interest | $ 5,000,000 | |||||
Remaining borrowing capacity | $ 139,000,000 | |||||
Line of Credit | Revolver | SOFR | Revolving Credit Facility | Election Two | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement, basis spread on variable rate | 1% | |||||
Line of Credit | Revolver | Federal Funds Rate | Revolving Credit Facility | Election Two | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement, basis spread on variable rate | 0.50% | |||||
Line of Credit | Revolver | Minimum | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Unused line fee | 0.15% | |||||
Line of Credit | Revolver | Minimum | SOFR | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement, basis spread on variable rate | 1.50% | |||||
Line of Credit | Revolver | Minimum | SOFR | Revolving Credit Facility | Election One | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement, basis spread on variable rate | 1.50% | |||||
Line of Credit | Revolver | Minimum | Base Rate | Revolving Credit Facility | Election Two | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement, basis spread on variable rate | 0.50% | |||||
Line of Credit | Revolver | Maximum | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Unused line fee | 0.35% | |||||
Line of Credit | Revolver | Maximum | SOFR | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement, basis spread on variable rate | 2.25% | |||||
Line of Credit | Revolver | Maximum | SOFR | Revolving Credit Facility | Election One | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement, basis spread on variable rate | 2.25% | |||||
Line of Credit | Revolver | Maximum | Base Rate | Revolving Credit Facility | Election Two | ||||||
Debt Instrument [Line Items] | ||||||
Credit agreement, basis spread on variable rate | 1.25% |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Interest expense, net | $ (7,543) | $ (5,005) | $ (14,657) | $ (8,867) |
Amortization of debt issuance costs | (212) | (198) | (424) | (408) |
Unused line of credit fees and other | (89) | (26) | (153) | (36) |
Interest expense, net | $ (7,844) | $ (5,229) | $ (15,234) | $ (9,311) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 15, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock base compensation expense, options | $ 19,897 | $ 19,897 | |||
Unrecognized stock base compensation expense, RSU and RSA | 46,417 | 46,417 | |||
Stock compensation expense | $ 9,016 | $ 5,779 | $ 19,033 | $ 12,023 | |
2020 Equity Incentive Plan of Digital Turbine, Inc. | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Reserved for future issuance (in shares) | 12,000,000 | ||||
Term of plan | 10 years | ||||
Available for issuance (in shares) | 5,673,471 | 5,673,471 | |||
Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock base compensation expense, period of recognition | 2 years 7 days | ||||
PSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting target percentage (up to) | 200% | 200% | |||
Restricted Stock | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 3 months | ||||
Restricted Stock | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
RSU, PSU, and RSA | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock base compensation expense, period of recognition | 2 years 2 months 23 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | |
Number of Shares | ||
Options outstanding, beginning (in shares) | shares | 6,950,436 | |
Granted (in shares) | shares | 550,626 | |
Exercised (in shares) | shares | (1,123,960) | |
Forfeited / Expired (in shares) | shares | (148,719) | |
Options outstanding, ending (in shares) | shares | 6,228,383 | 6,950,436 |
Exercisable (in shares) | shares | 4,783,626 | |
Weighted-Average Exercise Price (per share) | ||
Options outstanding, beginning (in dollars per share) | $ / shares | $ 12.73 | |
Granted (in dollars per share) | $ / shares | 13.40 | |
Exercised (in dollars per share) | $ / shares | 3.31 | |
Forfeited / Expired (in dollars per share) | $ / shares | 40.93 | |
Options outstanding, ending (in dollars per share) | $ / shares | 13.80 | $ 12.73 |
Exercisable (in dollars per share) | $ / shares | $ 10.67 | |
Weighted-Average Remaining Contractual Life (in years) | ||
Outstanding | 5 years 11 months 15 days | 6 years 1 month 13 days |
Exercisable | 5 years 21 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ | $ 11,195 | $ 45,689 |
Exercisable | $ | $ 11,195 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU, PSU and RSA Activity (Details) - RSU, PSU, and RSA | 6 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Shares | |
Unvested, beginning balance (in shares) | shares | 1,670,589 |
Granted (in shares) | shares | 2,775,331 |
Vested (in shares) | shares | (722,553) |
Forfeited (in shares) | shares | (132,751) |
Unvested, ending balance (in shares) | shares | 3,590,616 |
Weighted-Average Grant Date Fair Value | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 24.96 |
Granted (in dollars per share) | $ / shares | 13.39 |
Vested (in dollars per share) | $ / shares | 18.64 |
Forfeited (in dollars per share) | $ / shares | 19.36 |
Unvested ending balance (in dollars per share) | $ / shares | $ 16.89 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share of Common Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||||
Net (loss) income | $ (161,482) | $ (8,399) | $ 11,703 | $ 14,958 | $ (169,881) | $ 26,661 |
Less: net (loss) income attributable to non-controlling interest | 0 | 39 | (220) | 75 | ||
Net (loss) income attributable to Digital Turbine, Inc. | $ (161,482) | $ 11,664 | $ (169,661) | $ 26,586 | ||
Weighted-average common shares outstanding, basic (in shares) | 100,604 | 98,887 | 100,272 | 98,324 | ||
Basic net (loss) income per common share attributable to Digital Turbine, Inc. (in dollars per share) | $ (1.61) | $ 0.12 | $ (1.69) | $ 0.27 | ||
Weighted-average common shares outstanding, diluted (in shares) | 100,604 | 102,898 | 100,272 | 102,777 | ||
Diluted net (loss) income per common share attributable to Digital Turbine, Inc. (in dollars per share) | $ (1.61) | $ 0.11 | $ (1.69) | $ 0.26 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Potentially dilutive outstanding securities (in shares) | 2,823,586 | 1,526,531 | 3,273,213 | 1,445,951 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) provision | $ (713) | $ 4,181 | $ (2,252) | $ 9,317 |
Effective tax rate | 0.40% | 26.30% | 1.30% | 25.90% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2023 USD ($) | |
Minimum | |
Other Commitments [Line Items] | |
Purchase commitment, period (minimum) | 1 year |
Hosting Agreement | |
Other Commitments [Line Items] | |
Purchase commitment, period (minimum) | 4 years |
Purchase commitment | $ 284,988 |
Subsequent Events (Details)
Subsequent Events (Details) € in Thousands, $ in Thousands | Nov. 08, 2023 EUR (€) | Nov. 08, 2023 USD ($) | Sep. 30, 2023 |
Loss Contingencies [Line Items] | |||
Equity ownership percentage | 10.60% | ||
Subsequent event | |||
Loss Contingencies [Line Items] | |||
Equity ownership percentage | 18.60% | 18.60% | |
Payments to acquire equity securities | € 8,500 | $ 9,095 |