| Acquisitions |
Acquisitions
On February 28, 2020, the Company completed the acquisition of Mobile Posse, Inc. (“Mobile Posse”) pursuant to the previously-reported stock purchase agreement (the "Purchase Agreement") with ACME Mobile, LLC (“ACME”), Mobile Posse, and certain equity holders of ACME. The Company acquired (the “Acquisition”) all of the outstanding capital stock of Mobile Posse in exchange for an estimated total consideration of: (1) $41,500 in cash paid at closing (subject to customary closing purchase price adjustments) and (2) an estimated earn-out of $23,735, to be paid in cash, based on Mobile Posse achieving certain future target net revenues, less associated revenue shares, over a twelve-month period (the “Earn-Out Period”) following the closing of the Acquisition, noting that the earn-out amount is subject to change based on final results and calculation. Under the terms of the earn-out, over the Earn-Out Period, the Company will pay ACME a certain percentage of actual net revenues (less associated revenue shares) of Mobile Posse depending on the extent to which Mobile Posse achieves certain target net revenues (less associated revenue shares) for the relevant period. The earn-out payments will be paid quarterly with a true-up calculation and payment after the first nine months of the Earn-Out Period. The acquisition of cash is not reflected in the total consideration detailed above. Final working capital adjustments have not yet been determined.
The preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition are as follows:
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Assets |
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Cash |
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$ |
4,613 |
|
Accounts receivable |
|
10,864 |
|
Other current assets |
|
422 |
|
Property, plant, and equipment |
|
2,041 |
|
Right-of-use asset |
|
2,379 |
|
Developed technology |
|
1,600 |
|
Customer relationships |
|
42,500 |
|
Goodwill |
|
27,267 |
|
Other non current assets |
|
1,473 |
|
Total Assets |
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$ |
93,159 |
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|
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Liabilities |
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|
Accounts payable |
|
$ |
499 |
|
Accrued license fees and revenue share |
|
6,847 |
|
Accrued compensation |
|
180 |
|
Other current liabilities |
|
827 |
|
Non-current deferred tax liability |
|
10,854 |
|
Other non-current liabilities |
|
3,469 |
|
Total Liabilities |
|
$ |
22,676 |
|
Note the the total consideration listed above excludes cash of $4,613 and working capital adjustments.
The amortization period for the intangible assets acquired in the transaction are as follows:
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|
Intangible Asset |
|
Remaining Useful Life |
Developed technology |
|
5 years |
Customer relationships |
|
18 years |
Goodwill |
|
Indefinite |
The operating results of Mobile Posse, Inc. which are included in the accompanying consolidated statements of operations from the acquisition date to March 31, 2020 are as follows:
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Unaudited |
Revenues |
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$ |
4,817 |
|
Cost of goods sold |
|
2,512 |
|
Gross profit |
|
2,305 |
|
Operating expenses |
|
1,290 |
|
Net income |
|
$ |
1,015 |
|
Unaudited pro forma combined financial statements are presented below for informational purposes only. The unaudited pro forma combined statements of operations for the twelve months ended March 31, 2020, and for the twelve months ended March 31, 2019 for the Company and the period from April 3, 2018 through March 31, 2019 for Mobile Posse, combine the historical consolidated statements of operations of the Company and Mobile Posse, giving effect to the acquisition as if it had been consummated on April 3, 2018, the beginning of the earliest period presented.
DIGITAL TURBINE, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the twelve months ended March 31, 2020
(Unaudited)
(in thousands, except share and per share data)
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Historical Digital Turbine |
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Historical Mobile Posse |
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Pro Forma Adjustments |
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Pro Forma Combined |
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US$ |
|
US$ |
|
US$ |
|
Footnote |
|
US$ |
Net revenues |
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$ |
138,715 |
|
|
$ |
52,205 |
|
|
$ |
— |
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|
|
|
$ |
190,920 |
|
Cost of revenues |
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|
|
|
|
|
|
|
|
|
License fees and revenue share |
|
83,588 |
|
|
24,932 |
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|
|
|
|
|
108,520 |
|
Other direct cost of revenues |
|
1,454 |
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|
1,735 |
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|
|
|
|
|
|
3,189 |
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Total cost of revenues |
|
85,042 |
|
|
26,667 |
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|
|
|
|
|
|
111,709 |
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Gross profit |
|
53,673 |
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|
25,538 |
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|
|
|
|
|
|
79,211 |
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Operating expenses |
|
|
|
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|
|
|
|
|
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Product development |
|
12,018 |
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|
6,831 |
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|
|
|
|
|
18,849 |
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Sales and marketing |
|
11,244 |
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|
4,794 |
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|
|
|
|
16,038 |
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General and administrative |
|
17,199 |
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|
5,518 |
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|
173 |
|
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(a) |
|
22,890 |
|
Total operating expenses |
|
40,461 |
|
|
17,143 |
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|
173 |
|
|
|
|
57,777 |
|
Gain / (loss) from operations |
|
13,212 |
|
|
8,395 |
|
|
(173 |
) |
|
|
|
21,434 |
|
Interest and other income / (expense), net |
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|
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|
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Interest income / (expense), net |
|
41 |
|
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(1,741 |
) |
|
675 |
|
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(b) (c) |
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(1,025 |
) |
Change in fair value of warrant liability |
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(9,580 |
) |
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— |
|
|
|
|
|
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(9,580 |
) |
Loss on extinguishment of debt |
|
— |
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(590 |
) |
|
590 |
|
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(d) |
|
— |
|
Other income / (expense) |
|
232 |
|
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(1,421 |
) |
|
|
|
|
|
(1,189 |
) |
Total interest and other income / (expense), net |
|
(9,307 |
) |
|
(3,752 |
) |
|
1,265 |
|
|
|
|
(11,794 |
) |
Income / (loss) from operations before income taxes |
|
3,905 |
|
|
4,643 |
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|
1,092 |
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|
|
|
9,640 |
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Income tax provision |
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(10,375 |
) |
|
1,668 |
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|
|
|
|
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(8,707 |
) |
Net income / (loss) from continuing operations, net of taxes |
|
14,280 |
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|
$ |
2,975 |
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|
$ |
1,092 |
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|
|
|
18,347 |
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Income / (loss) from discontinued operations |
|
(380 |
) |
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|
|
|
|
(380 |
) |
Net income / (loss) from discontinued operations |
|
(380 |
) |
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|
|
|
|
|
(380 |
) |
Net income / (loss) |
|
13,900 |
|
|
|
|
|
|
|
|
17,967 |
|
Foreign currency translation adjustment |
|
(235 |
) |
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|
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|
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(235 |
) |
Comprehensive income / (loss): |
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$ |
13,665 |
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$ |
17,732 |
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Basic net income / (loss) per common share |
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|
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|
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Continuing operations |
|
0.17 |
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$ |
0.22 |
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Discontinued operations |
|
— |
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— |
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Net income / (loss) |
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$ |
0.17 |
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$ |
0.22 |
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Weighted average common shares outstanding, basic |
|
84,594 |
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|
84,594 |
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Diluted net income / (loss) per common share |
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|
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|
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Continuing operations |
|
0.16 |
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|
0.20 |
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Discontinued operations |
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— |
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$ |
— |
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Diluted net income / (loss) per common share |
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$ |
0.16 |
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$ |
0.20 |
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Weighted-average common shares outstanding, diluted |
|
89,558 |
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$ |
89,558 |
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DIGITAL TURBINE, INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the period April 3, 2018 through March 31, 2019 for Mobile Posse
and April 1, 2018 through March 31, 2019 for Digital Turbine, Inc.
(Unaudited)
(in thousands, except share and per share data)
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Historical Digital Turbine |
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Historical Mobile Posse |
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Pro Forma Adjustments |
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Pro Forma Combined |
|
|
US$ |
|
US$ |
|
US$ |
|
Footnote |
|
US$ |
Net revenues |
|
$ |
103,569 |
|
|
$ |
59,387 |
|
|
$ |
— |
|
|
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$ |
162,956 |
|
Cost of revenues |
|
|
|
|
|
|
|
|
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|
License fees and revenue share |
|
65,981 |
|
|
30,464 |
|
|
— |
|
|
|
|
96,445 |
|
Other direct cost of revenues |
|
2,023 |
|
|
1,903 |
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|
— |
|
|
|
|
3,926 |
|
Total cost of revenues |
|
68,004 |
|
|
32,367 |
|
|
— |
|
|
|
|
100,371 |
|
Gross profit |
|
35,565 |
|
|
27,020 |
|
|
— |
|
|
|
|
62,585 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
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Product development |
|
10,876 |
|
|
6,316 |
|
|
— |
|
|
|
|
17,192 |
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Sales and marketing |
|
8,212 |
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|
5,095 |
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|
— |
|
|
|
|
13,307 |
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General and administrative |
|
13,032 |
|
|
10,448 |
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|
197 |
|
|
(a) |
|
23,677 |
|
Total operating expenses |
|
32,120 |
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|
21,859 |
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|
197 |
|
|
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|
54,176 |
|
Gain / (loss) from operations |
|
3,445 |
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|
5,161 |
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|
(197 |
) |
|
|
|
8,409 |
|
Interest and other income / (expense), net |
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|
|
|
|
|
|
|
|
|
Interest income / (expense), net |
|
(1,120 |
) |
|
(3,233 |
) |
|
2,071 |
|
|
(b) (c) |
|
(2,282 |
) |
Foreign exchange transaction gain / (loss) |
|
3 |
|
|
— |
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|
— |
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|
3 |
|
Change in fair value of convertible note embedded derivative liability |
|
(1,008 |
) |
|
— |
|
|
— |
|
|
|
|
(1,008 |
) |
Change in fair value of warrant liability |
|
(4,875 |
) |
|
— |
|
|
— |
|
|
|
|
(4,875 |
) |
Loss on extinguishment of debt |
|
(431 |
) |
|
— |
|
|
— |
|
|
|
|
(431 |
) |
Other income / (expense) |
|
153 |
|
|
— |
|
|
— |
|
|
|
|
153 |
|
Total interest and other income / (expense), net |
|
(7,278 |
) |
|
(3,233 |
) |
|
2,071 |
|
|
|
|
(8,440 |
) |
Income / (loss) from operations before income taxes |
|
(3,833 |
) |
|
1,928 |
|
|
1,874 |
|
|
|
|
(31 |
) |
Income tax provision |
|
469 |
|
|
887 |
|
|
— |
|
|
|
|
1,356 |
|
Net income / (loss) from continuing operations, net of taxes |
|
(4,302 |
) |
|
$ |
1,041 |
|
|
$ |
1,874 |
|
|
|
|
(1,387 |
) |
Income / (loss) from discontinued operations |
|
(1,708 |
) |
|
|
|
|
|
|
|
(1,708 |
) |
Net income / (loss) from discontinued operations |
|
(1,708 |
) |
|
|
|
|
|
|
|
(1,708 |
) |
Net income / (loss) |
|
(6,010 |
) |
|
|
|
|
|
|
|
(3,095 |
) |
Foreign currency translation adjustment |
|
(31 |
) |
|
|
|
|
|
|
|
(31 |
) |
Comprehensive income / (loss): |
|
$ |
(6,041 |
) |
|
|
|
|
|
|
|
$ |
(3,126 |
) |
Basic and diluted net income / (loss) per common share |
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
$ |
(0.02 |
) |
Discontinued operations |
|
(0.02 |
) |
|
|
|
|
|
|
|
(0.02 |
) |
Net income / (loss) |
|
$ |
(0.08 |
) |
|
|
|
|
|
|
|
$ |
(0.04 |
) |
Weighted average common shares outstanding, basic |
|
77,440 |
|
|
|
|
|
|
|
|
77,440 |
|
Weighted average common shares outstanding, diluted |
|
77,440 |
|
|
|
|
|
|
|
|
77,440 |
|
Pro Forma Adjustments
(a) Amortization of intangible assets. Adjustment to remove the impact of Mobile Posse historical intangible amortization expense and record the estimated amortization expense on identified intangible assets recorded as part of the purchase price allocation. The adjustment is based on estimated useful lives of 18 years for customer relationships and 5 years for developed technology.
(b) Interest expense. Adjustment to eliminate Mobile Posse historical interest expense and record interest on Loan Agreement with Western Alliance Bank.
(c) Interest expense. Adjustment to eliminate Mobile Posse historical amortization of debt discount and debt issuance costs and record amortization of debt issuance costs on Loan Agreement with Western Alliance Bank.
(d) Loss on extinguishment of debt. Eliminate Mobile Posse historical loss on extinguishment of debt.
|