Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

v2.4.1.9
Acquisitions
9 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
Acquisitions

3. Acquisitions

DT APAC

On April 12, 2013, Digital Turbine, through its indirect, wholly-owned subsidiary DT APAC, acquired all of the issued and outstanding stock of Mirror Image Australia Holdings, which directly or indirectly owns subsidiaries Mirror Image Access (Australia) Pty Ltd, MIA Technology Australia Pty Ltd and MIA Technology IP Pty Ltd.

The purpose of the DT APAC acquisition was an effort not only to build on the Company’s current distribution network, but to enhance its mobile content infrastructure with the intellectual property acquired in the purchase.

The acquisition of DT APAC was capitalized through a combination of intercompany debt and the issuance of equity.

The purchase consideration for the transaction was comprised of cash, a note, and common stock of the Company, as follows:

(1)

At closing AUD 1,220 in cash, translated to $1,287 for U.S. GAAP reporting purposes;

 

(2)

Convertible Note payable of AUD 2,280, translated to $2,404;

 

(3)

Shares of common stock of the Company (the “Closing Shares”) equivalent to AUD 3,500, translated to $3,691 and under the agreement, converted to shares at $3.65 per share, or 1,011,164 shares of the common stock of the Company. The closing price of the stock on that day was $4.40 per share, for a total value of $4,449.

The Closing Shares are subject to a Registration Rights Agreement that provides for piggyback rights for 3 years and were included on the Company’s Form S-3 filed August 30, 2013, and subsequently made effective on October 31, 2013.

The following table summarizes the final fair values of the assets acquired and liabilities assumed at the date of acquisition.

 

 

Unaudited

 

Cash

$

513

 

Accounts receivable

 

2,809

 

Prepaid expenses and other assets

 

896

 

Property, plant and equipment

 

300

 

Customer relationships

 

1,600

 

Developed technology

 

3,400

 

Trade names / trademarks

 

54

 

Library

 

300

 

Goodwill

 

2,654

 

Accounts payable

 

(1,151

)

Accrued liabilities

 

(2,890

)

Accrued compensation

 

(345

)

Purchase price

$

8,140

 

 

 

In addition to the value assigned to the acquired workforce, the Company recorded the excess of the purchase price over the estimated fair value of the assets acquired as an increase in goodwill. This goodwill arises because the purchase price reflects the strategic fit and resulting synergies that the acquired business brings to the Company’s existing operations. In the fiscal year ended March 31, 2014, the Company recorded an impairment charge of $54 to write down trade names pursuant to its decision to rename and rebrand DT APAC. In the period ended June 30, 2014, the Company finalized the purchase price allocation of DT APAC, which resulted in an adjustment from intangibles to goodwill of $1,472.

 

The amortization period for the intangible assets acquired in the DT APAC transaction is as follows:

 

 

Remaining

 

Useful Life

Customer relationships

14 years

Developed technology

5 years

Trade names / Trademarks

5 years

Library

5 years

Goodwill

Indefinite

 

DT Germany

 

On October 9, 2014, the Company, through its indirect, wholly-owned subsidiary, Digital Turbine Luxembourg SARL (“DT Luxembourg”), acquired certain intellectual property assets of Xyologic Mobile Analysis, GmbH ("XYO"), related to mobile application (“app”) recommendation, search and discovery.  The Company is in the process of integrating the acquired technology into the DT IQ software solution.

 

The acquisition was effected pursuant to an Asset Purchase Agreement dated October 8, 2014 (the “Asset Purchase Agreement”) by and among DT Luxembourg, XYO, and the principal stockholders of XYO. The aggregate purchase price was US $2,500,000, paid in cash, subject to a twelve (12) month holdback of US $375,000, which acts as partial security for potential future indemnification claims.

 

The purchase price fair values have been preliminarily allocated to goodwill of $1 million and developed technology of $1.5 million.