# Digital Turbine, Inc.: Form 10-Q/A for the period ended Dec 31, 2021

- Company: [Digital Turbine, Inc.](/companies/apps.md) (CIK 317788)
- Form: 10-Q/A
- Filed: 2022-05-27
- Accepted by EDGAR: May 27, 2022, 17:23 ET
- Period: 2021-12-31
- Accession: 0001628280-22-015652
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/317788/000162828022015652/apps-20211231.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/317788/000162828022015652/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2021-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2021-10-01 to 2021-12-31 | $216.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2021-04-01 to 2021-12-31 | $563.5m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2021-10-01 to 2021-12-31 | $109.1m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2021-04-01 to 2021-12-31 | $284.4m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2021-10-01 to 2021-12-31 | $107.8m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2021-04-01 to 2021-12-31 | $279.1m | us-gaap:GrossProfit |
| Research and development | 3 months, 2021-10-01 to 2021-12-31 | $13.8m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2021-04-01 to 2021-12-31 | $40.6m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2021-10-01 to 2021-12-31 | $29.1m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2021-04-01 to 2021-12-31 | $64.8m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2021-10-01 to 2021-12-31 | $3.7m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2021-04-01 to 2021-12-31 | $4.8m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2021-10-01 to 2021-12-31 | $7.0m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2021-04-01 to 2021-12-31 | $15.4m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2021-10-01 to 2021-12-31 | $0.07 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2021-04-01 to 2021-12-31 | $0.15 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2021-10-01 to 2021-12-31 | $0.07 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2021-04-01 to 2021-12-31 | $0.16 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2021-10-01 to 2021-12-31 | 103,287,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2021-04-01 to 2021-12-31 | 101,346,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2021-04-01 to 2021-12-31 | $43.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2021-12-31 | $115.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2021-12-31 | $428.6m | us-gaap:AssetsCurrent |
| Total assets | at 2021-12-31 | $1.47bn | us-gaap:Assets |
| Current liabilities | at 2021-12-31 | $609.6m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2021-12-31 | $987.6m | us-gaap:Liabilities |
| Long-term debt | at 2021-12-31 | $341.6m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2021-12-31 | $12.5m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2021-12-31 | $483.7m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 48,596 characters.

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q (the “Report”). The following discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve substantial risks and uncertainties. When used in this Report, the words “anticipate,” “believe,” “estimate,” “expect,” “will,” “seeks,” “should,” “could,” “would,” “may,” and similar expressions, as they relate to our management or us, are intended to identify such forward-looking statements. Our actual results, performance, or achievements could differ materially from those expressed in or implied by these forward-looking statements as a result of a variety of factors, including those set forth under “Risk Factors” in our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, as well as those described elsewhere in this Report and in our other public filings. The risks included are not exhaustive and additional factors could adversely affect our business and financial performance. We operate in a very competitive and rapidly changing environment. New risk factors emerge from time-to-time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Historical operating results are not necessarily indicative of the trends in operating results for any future period. We do not undertake any obligation to update any forward-looking statements made in this Report. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on known results and trends at the time they are made, to anticipate future results or trends. This Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

All numbers are in thousands, except share and per share amounts.

### Company Overview

Digital Turbine, Inc., through its subsidiaries (collectively "Digital Turbine" or the "Company"), is a leading end-to-end solution for mobile technology companies to enable advertising and monetization solutions. Its digital media platform powers frictionless end-to-end application for brand discovery and advertising, user acquisition and engagement, operational efficiency, and monetization opportunities. The Company provides on-device solutions to all participants in the mobile application ecosystem that want to connect with end users and consumers who hold the device, including mobile carriers and device original equipment manufacturers (“OEMs”) that participate in the app economy, app publishers and developers, and brands and advertising agencies.

### Recent Developments

### Credit Agreement

On February 3, 2021, the Company entered into a credit agreement (the "Credit Agreement") with Bank of America, N.A. (“BoA”), which provides for a revolving line of credit (the "Revolver") of up to $100,000 with an accordion feature enabling the Company to increase the total amount up to $200,000. Funds are to be used for acquisitions, working capital, and general corporate purposes. The Credit Agreement contains customary covenants, representations, and events of default and also requires the Company to comply with a maximum consolidated leverage ratio and minimum fixed charge coverage ratio.

On April 29, 2021, the Company entered into an amended and restated Credit Agreement (the "New Credit Agreement”) with BoA, as a lender and administrative agent, and a syndicate of other lenders, which provides for a revolving line of credit of up to $400,000. The revolving line of credit matures on April 29, 2026 and contains an accordion feature enabling the Company to increase the total amount of the revolver by $75,000 plus an amount that would enable the Company to remain in compliance with its consolidated secured net leverage ratio, on such terms as agreed to by the parties. The New Credit Agreement contains customary covenants, representations, and events of default and also requires the Company to comply with a maximum consolidated secured net leverage ratio and minimum consolidated interest coverage ratio.

On December 29, 2021, the Company amended the New Credit Agreement (the "First Amendment"), which provides for an increase in the revolving line of credit by $125,000, which increased the maximum aggregate principal amount of the revolving line of credit to $525,000. The First Amendment made no other changes to the term or interest rates of the New Credit Agreement.

Amounts outstanding under the New Credit Agreement accrue interest at an annual rate equal to, at the Company’s election, (i) the London Inter-Bank Offered Rate ("LIBOR") plus between 1.50% and 2.25%, based on the Company’s consolidated leverage ratio, or (ii) a base rate based upon the highest of (a) the federal funds rate plus 0.50%, (b) BoA's prime rate, or (c) LIBOR plus 1.00% plus between 0.50% and 1.25%, based on the Company’s consolidated leverage ratio. Additionally, the New Credit Agreement is subject to an unused line of credit fee between 0.15% and 0.35% per annum, based on the Company’s consolidated leverage ratio.

The Company’s payment and performance obligations under the New Credit Agreement and related loan documents are secured by its grant of a security interest in substantially all of its personal property assets, whether now existing or hereafter acquired, subject to certain exclusions. If the Company acquires any real property assets with a fair market value in excess of $5,000, it is required to grant a security interest in such real property as well. All such security interests are required to be first priority security interests, subject to certain permitted liens.

As of December 31, 2021, we had $345,134 drawn against the revolving line of credit under the New Credit Agreement. The proceeds were used to finance the acquisitions detailed below. As of December 31, 2021, we were in compliance with the consolidated leverage ratio, interest coverage ratio, and other covenants under the New Credit Agreement.

Subsequently to December 31, 2021, the Company drew an additional $179,000 against the New Credit Agreement. The proceeds, combined with available cash-on-hand, were used to satisfy the AdColony Acquisition earn-out payment described below, which was made on January 15, 2022.

### Acquisitions

***Appreciate*** On March 1, 2021, Digital Turbine, through its subsidiary Digital Turbine (EMEA) Ltd. ("DT EMEA"), an Israeli company and wholly-owned subsidiary of the Company, entered into a Share Purchase Agreement with Triapodi Ltd., an Israeli company (d/b/a Appreciate) (“Appreciate”), the stockholder representative, and the stockholders of Appreciate, pursuant to which DT EMEA acquired, on March 2, 2021, all of the outstanding capital stock of Appreciate in exchange for total consideration of $20,003 in cash (the "Appreciate Acquisition"). Under the terms of the Purchase Agreement, DT EMEA entered into bonus arrangements to pay up to $6,000 in retention bonuses and performance bonuses to the founders and certain other employees of Appreciate. None of the goodwill recognized was deductible for tax purposes.

The acquisition of Appreciate delivers valuable deep ad-tech and algorithmic expertise to help Digital Turbine execute on its broader, longer-term vision. Deploying Appreciate's technology expertise across Digital Turbine’s global scale and reach should further benefit partners and advertisers that are a part of the combined Company’s platform.

***AdColony Holding AS.*** On April 29, 2021, the Company completed the acquisition of AdColony Holding AS, a Norway company (“AdColony”), pursuant to a Share Purchase Agreement (the "AdColony Acquisition"). The Company acquired all outstanding capital stock of AdColony in exchange for an estimated total consideration in the range of $400,000 to $425,000, to be paid as follows: (1) $100,000 in cash paid at closing (subject to customary closing purchase price adjustments), (2) $100,000 in cash to be paid six months after closing, and (3) an estimated earn-out in the range of $200,000 to $225,000, to be paid in cash, based on AdColony achieving certain future target net revenues, less associated cost of goods sold (as such term is referenced in the Share Purchase Agreement), over a 12-month period ending on December 31, 2021 (the “Earn-Out Period”). Under the terms of the earn-out, the Company would pay the seller a certain percentage of actual net revenues (less associated cost of goods sold, as such term is referenced in the Share Purchase Agreement) of AdColony, depending on the extent to which AdColony achieves certain target net revenues (less associated cost of goods sold, as such term is referenced in the Share Purchase Agreement) over the Earn-Out Period. The earn-out payment will be made following the expiration of the Earn-Out Period.

AdColony is a leading mobile advertising platform servicing advertisers and publishers. AdColony’s proprietary video technologies and rich media formats are widely viewed as a best-in-class technology delivering third-party verified viewability rates for well-known global brands. With the addition of AdColony, the Company will expand its collective experience, reach, and suite of capabilities to benefit mobile advertisers and publishers around the globe. Performance-based spending trends by large, established brand advertisers present material upside opportunities for platforms with unique technology deployable across exclusive access to inventory.

On August 27, 2021, the Company entered into an Amendment to Share Purchase Agreement (the “Amendment Agreement”) with AdColony and Otello Corporation ASA, a Norway company (“Otello”) and AdColony's previous parent company. Pursuant to the Amendment Agreement, the Company and Otello agreed to set a fixed dollar amount of $204,500 for the earn-out payment obligation, to set January 15, 2022, as the payment due date for such payment amount, and to eliminate all of the Company’s earn-out support obligations under the Share Purchase Agreement. As a result, the Company recognized an $8,913 reduction of the earn-out payment obligation in change in fair value of contingent consideration on the condensed consolidated statement of operations and comprehensive income / (loss) for the fiscal second quarter ended September 30, 2021.

The Company paid the fixed earn-out payment obligation of $204,500 in full on January 15, 2022. The Company paid the cash consideration amounts that were due at closing, on October 26, 2021, and on January 15, 2022, with a combination of available cash-on-hand and borrowings under the Company’s senior credit facility.

The payment made on October 26, 2021, was reduced to $98,175 due to an adjustment for the impact of accrued and unpaid taxes to the net working capital acquired. The difference between the amount due of $100,000 and amount paid resulted in an adjustment to goodwill.

The Company recognized $486 and $3,977 of costs related to the AdColony Acquisition, which were included in general and administrative expenses on the condensed consolidated statements of operations and comprehensive income / (loss) for the three and nine months ended December 31, 2021, respectively.

***Fyber N.V.*** On May 25, 2021, the Company completed the initial closing of the acquisition of at least 95.1% of the outstanding voting shares (the “Majority Fyber Shares”) of Fyber N.V. (“Fyber”) pursuant to a Sale and Purchase Agreement (the "Fyber Acquisition") between Tennor Holding B.V., Advert Finance B.V., and Lars Windhorst (collectively, the “Seller”), the Company, and Digital Turbine Luxembourg S.ar.l., a wholly-owned subsidiary of the Company. The remaining outstanding shares in Fyber (the “Minority Fyber Shares”) are (to the Company's knowledge) widely held by other shareholders of Fyber (the “Minority Fyber Shareholders”) and are presented as non-controlling interests within these financial statements.

Fyber is a leading mobile advertising monetization platform empowering global app developers to optimize profitability through quality advertising. Fyber’s proprietary technology platform and expertise in mediation, real-time bidding, advanced analytics tools, and video combine to deliver publishers and advertisers a highly valuable app monetization solution. Fyber represents an important and strategic addition for the Company in its mission to develop one of the largest full-stack, fully-independent, mobile advertising solutions in the industry. The combined platform offering is advantageously positioned to leverage the Company’s existing on-device software presence and global distribution footprint.

The Company acquired Fyber in exchange for an estimated aggregate consideration of up to $600,000, consisting of:

i. Approximately $150,000 in cash, $124,336 of which was paid to the Seller at the closing of the acquisition and the remainder of which is to be paid to the Minority Fyber Shareholders for the Minority Fyber Shares pursuant to the tender offer described below;

ii. 5,816,588 newly-issued shares of common stock of the Company to the Seller, which such number of shares were determined based on the volume-weighted average price of the common stock on NASDAQ during the 30-day period prior to the closing date, equal in value to $359,233 at the Company's common stock closing price on May 25, 2021, as follows.

1\. 3,216,935 newly-issued shares of common stock of the Company equal in value to $198,678, issued at the closing of the acquisition;

2\. 1,500,000 newly-issued shares of common stock of the Company equal in value to $92,640, issued on June 17, 2021;

3\. 1,040,364 newly-issued shares of common stock of the Company equal in value to $64,253, issued on July 16, 2021;

4\. 59,289 shares of common stock equal in value to $3,662, to be newly-issued during its fiscal second quarter 2022, but subject to a true-up reduction based on increased transaction costs associated with the staggered delivery of the Majority Fyber Shares to the Company, which true-up reduction has been finalized, as described below; and iii.Contingent upon Fyber’s net revenues (revenues less associated license fees and revenue share) being equal to or higher than $100,000 for the 12-month earn-out period ending on March 31, 2022, as determined in the manner set forth in the Sale and Purchase Agreement, a certain number of shares of the Company's common stock, which will be newly-issued to the Seller at the end of the earn-out period, and under certain circumstances, an amount of cash, which value of such shares, based on the weighted average share price for the 30-days prior to the end of the earn-out period, and cash in aggregate will not exceed $50,000 (subject to set-off against certain potential indemnification claims against the Seller). Based on estimates at the time of the acquisition, the Company initially determined it was unlikely Fyber would achieve the earn-out net revenue target and, as a result, no contingent liability was recognized at that time.

The Company paid the cash closing amount on the closing date with a combination of available cash-on-hand and borrowings under the Company’s senior credit facility.

On September 30, 2021, the Company entered into the Second Amendment Agreement (the “Second Amendment Agreement”) to the Sale and Purchase Agreement for the Fyber Acquisition. Pursuant to the Second Amendment Agreement, the parties agreed to settle the remaining number of shares of Company common stock to be issued to the Seller at 18,000 shares (i.e., a reduction of 41,289 shares from the 59,289 shares described in (ii)(4) above). As a result, the Company issued a total of 5,775,299 shares of Company common stock to the Seller in connection with the Company’s acquisition of Fyber.

As of September 30, 2021, the Company determined it was likely Fyber would achieve the earn-out net revenue target, based on estimates available at that time. As a result, the Company recognized and accrued the fair value of the contingent earn-out consideration of $31,000.

As of December 31, 2021, the Company re-evaluated the fair value of the contingent earn-out consideration based on current estimates. The Company recognized a charge to change in fair value of contingent consideration on the condensed consolidated statement of operations and comprehensive income / (loss) of $18,200 for the three months ended December 31, 2021, resulting in a total accrued fair value of the contingent earn-out consideration of $49,200. The fair value of the contingent consideration is subject to material changes based upon certain assumptions, primarily the estimated likelihood of Fyber achieving the earn-out net revenue target. The Company will re-evaluate the fair value of the contingent consideration at the end of the earn-out period on March 31, 2022.

Pursuant to certain German law on public takeovers, following the closing, the Company launched a public tender offer to the Minority Fyber Shareholders to acquire from them the Minority Fyber Shares. The tender offer was approved and published in July 2021, and is subject to certain minimum price rules under German law. The timing and the conditions of the tender offer, including the consideration of €0.84 per share offered to the Minority Fyber Shareholders in connection with the tender offer, was determined by the Company pursuant to the applicable Dutch and German takeover laws. During the quarter ended December 31, 2021, the Company purchased approximately $21,000 of Fyber's outstanding shares, resulting in an ownership percentage of Fyber of approximately 99.4%. The Company expects to complete the purchase of the remaining outstanding Fyber shares during its fiscal fourth quarter 2022.

The delisting of Fyber's remaining outstanding shares on the Frankfurt Stock Exchange was completed on August 6, 2021.

The Company recognized $5,183 and $16,898 of costs related to the Fyber Acquisition, which were included in general and administrative expenses on the condensed consolidated statements of operations and comprehensive income / (loss) for the three and nine months ended December 31, 2021, respectively.

### Segment Reporting

Prior to the acquisitions of both AdColony and Fyber, the Company had one operating and reportable segment called Media Distribution. As a result of the acquisitions, the Company reassessed its operating and reportable segments in accordance with ASC 280, *Segment Reporting*. Effective April 1, 2021, the Company reports its results of operations through the following three segments, each of which represents a reportable segment, as follows:

- **On Device Media ("ODM") -** This segment is the legacy single reporting segment of Digital Turbine prior to the AdColony and Fyber acquisitions. This segment generates revenues from services that deliver mobile application media or content media to end users. The Company provides ODM solutions to all participants in the mobile application ecosystem that want to connect with end users and consumers who hold the device, including mobile carriers and device original equipment manufacturers (“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.
- **In App Media – AdColony ("IAM-A") -** This segment is inclusive of the acquired AdColony business and generates revenues from services provided as an end-to-end platform for brands, agencies, publishers, and application developers to deliver advertising to consumers on mobile devices around the world. IAM-A customers are primarily advertisers.
- **In App Media – Fyber ("IAM-F") -** This segment is inclusive of the acquired Fyber business and generates revenues from services provided to mobile application developers and digital publishers to monetize their content through advanced technologies, innovative advertisement formats, and data-driven decision making. IAM-F customers are primarily publishers.

### Impact of COVID-19

Our results of operations are affected by economic conditions, including macroeconomic conditions, levels of business confidence, and consumer confidence. There is some uncertainty regarding the extent to which COVID-19 will impact our business and the demand for our service offerings. The extent to which COVID-19 impacts our operational and financial performance will depend on the impact to carriers and OEMs in relation to their sales of smartphones, tablets, and other devices, and on the impact to application developers and in-app advertisers. If COVID-19 continues to have a significant negative impact on global economic conditions over a prolonged period of time, our results of operations and financial condition could be adversely impacted. Presently, we are conducting business as usual, with some modifications to employee travel, employee work locations, and cancellation of certain marketing events, among other modifications. We will continue to actively monitor the situation and may take further actions that alter our business operations, as required, or that we determine are in the best interests of our employees, customers, partners, suppliers, and stockholders.

### RESULTS OF OPERATIONS

### (Unaudited)

### Net revenues

| Net revenue | Three months ended December 31, 2021 Restated | 2020 | % of Change Restated | Nine months ended December 31, 2021 Restated | 2020 | % of Change Restated |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| On Device Media | $133,594 | $88,592 | 50.8% | $383,426 | $218,497 | 75.5% |
| In App Media - AdColony | 58,425 | — | 100.0% | 129,368 | — | 100.0% |
| In App Media - Fyber | 30,688 | — | 100.0% | 63,396 | — | 100.0% |
| Elimination | (5,889) | — | (100.0)% | (12,729) | — | (100.0)% |
| Total net revenues | $216,818 | $88,592 | 144.7% | $563,461 | $218,497 | 157.9% |

### Comparison of the three and nine months ended December 31, 2021 and 2020

Over the three-month comparative periods, net revenues increased by 144.7% ($128,226), and over the nine-month comparative periods, net revenues increased by 157.9% ($344,964). The changes are due to a combination of continuing organic growth of the Company's historical legacy business (now the On Device Media segment) and contributions from recent acquisitions.

### On Device Media

The Company's On Device Media segment generates revenues from services that deliver mobile application media or content media to end users. This segment is the legacy single reporting segment of Digital Turbine (previously called Media Distribution) and its customers are mobile device carriers and OEMs that pay for the distribution of media. Over the three and nine months ended December 31, 2021, On Device Media revenues increased by 50.8% ($45,002) and 75.5% ($164,929), respectively, compared to the three and nine months ended December 31, 2020. The increase was primarily due to increased demand for our application media and content media distribution services, which led to higher CPI and CPP revenues per available placement, as well as increased revenues from advertising partners as placement across existing commercial partners expanded, distribution with new partners expanded, and new services and features were deployed or expanded upon.

### In App Media - AdColony

The Company's IAM-A segment generates revenues from services provided as an end-to-end platform for brands, agencies, publishers, and application developers to deliver advertising to consumers on mobile devices around the world and is comprised of the AdColony Acquisition and, as a result, there are no revenues in the three and nine months ended December 31, 2020. IAM-A customers are primarily advertisers. Please see Note 4, "Acquisitions," for further information.

### In App Media - Fyber

The Company's IAM-F segment generates revenues from services provided to mobile application developers and digital publishers to monetize their content through advanced technologies, innovative advertisement formats, and data-driven decision making, and is comprised of the Fyber Acquisition and, as a result, there are no revenues in the three and nine months ended December 31, 2020. IAM-F customers are primarily publishers. Please see Note 4, "Acquisitions," for further information.

### Costs of revenue and operating expenses

| Costs of revenue and operating expenses | Three months ended December 31, 2021 Restated | 2020 | % of Change Restated | Nine months ended December 31, 2021 Restated | 2020 | % of Change Restated |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| License fees and revenue share | $109,053 | $50,144 | 117.5% | $284,369 | $122,976 | 131.2% |
| Other direct costs of revenue | 9,090 | 749 | 1,113.6% | 21,385 | 1,971 | 985.0% |
| Product development | 13,755 | 5,202 | 164.4% | 40,594 | 13,827 | 193.6% |
| Sales and marketing | 15,857 | 5,219 | 203.8% | 47,072 | 14,372 | 227.5% |
| General and administrative | 39,924 | 6,761 | 490.5% | 105,225 | 22,096 | 376.2% |
| Total costs of revenue and operating expenses | $187,679 | $68,075 | 175.7% | $498,645 | $175,242 | 184.5% |

### Comparison of the three and nine months ended December 31, 2021, and 2020

Over the three and nine months ended December 31, 2021, total costs of revenue and operating expenses increased by $119,604 and $323,403, respectively, compared to the three and nine months ended December 31, 2020. The increase in total costs of revenue and operating expenses was a result of continuing organic growth and the acquisitions of Appreciate, AdColony, and Fyber. Costs of revenue and operating expenses included transaction costs of $6,167 and $23,671, respectively, for the three and nine months ended December 31, 2021, compared to $12 and $462, respectively, for the three and nine months ended December 31, 2020.

### License fees and revenue share

License fees and revenue share are reflective of amounts paid to our carrier and OEM partners, as well as application developers who drive the revenue generated from advertising via direct CPI, CPP, or CPA arrangements and are recorded as a cost of revenue. In addition, when indirect arrangements exist through advertising aggregators (ad networks) and revenue is shared with our carrier and application development partners, the shared revenue is recorded as a cost of revenue.

License fees and revenue share increased by $58,909 to $109,053 in the three months ended December 31, 2021, and was 50.3% as a percentage of total net revenue compared to $50,144, or 56.6% of total net revenue, for the three months ended December 31, 2020.

License fees and revenue share increased by $161,393 to $284,369 in the nine months ended December 31, 2021, and was 50.5% as a percentage of total net revenue compared to $122,976, or 56.3% of total net revenue, for the nine months ended December 31, 2020.

The increase in license fees and revenue share was attributable to the increase in total net revenue over the same period as these costs are paid as a percentage of our revenue. The decrease in license fees and revenue share as a percentage of total net revenue was primarily due to our recent acquisitions, which report revenue on a net basis for certain product lines. When the Company reports revenue on a net basis, the Company determined we act as an agent in the transactions and, as a result, net revenue from the transactions are reported net of the license fees and revenue share associated with the transactions. Approximately $46,778 and $96,039 of our net revenue for the three and nine months ended December 31, 2021, respectively, were recorded net of the associated license fees and revenue share.

### Other direct costs of revenue

Other direct costs of revenue are comprised primarily of hosting expenses directly related to the generation of revenue and depreciation expense accounted for under ASC 985-20, *Costs of Software to be Sold, Leased, or Otherwise Marketed.*

Other direct costs of revenue increased by $8,341 to $9,090 in the three months ended December 31, 2021, and was 4.2% as a percentage of total net revenue compared to $749, or 0.8% of total net revenue, for the three months ended December 31, 2020.

Other direct costs of revenue increased by $19,414 to $21,385 in the nine months ended December 31, 2021, and was 3.8% as a percentage of total net revenue compared to $1,971, or 0.9% of total net revenue, for the nine months ended December 31, 2020.

The increase in other direct costs of revenue during both the three and nine months ended December 31, 2021, compared to the prior year comparative periods, was primarily driven by an increase in hosting costs associated with our recent acquisitions and continued On Device Media segment growth. The increase in other direct costs of revenue as a percentage of total net revenue was primarily due to higher hosting expenses growth, as well as reporting certain revenue net of license fees and revenue share.

### Product development

Product development expenses include the development and maintenance of the Company's product suite and are primarily a function of personnel.

Product development expenses increased by $8,553 to $13,755 in the three months ended December 31, 2021, and was 6.3% as a percentage of total net revenue compared to $5,202, or 5.9% of total net revenue, for the three months ended December 31, 2020. The three months ended December 31, 2021, included acquisition-related costs of $454.

Product development expenses increased by $26,767 to $40,594 in the nine months ended December 31, 2021, and was 7.2% as a percentage of total net revenue compared to $13,827, or 6.3% of total net revenue, for the nine months ended December 31, 2020. For the nine months ended December 31, 2021, product development expenses included $2,364 of acquisition-related costs. Excluding acquisition-related costs, product development expenses as a percentage of total net revenue was 5.9% in the three months ended December 31, 2021.

The increase in product development expenses in both the three and nine months ended December 31, 2021, compared to the prior year comparative periods, was primarily due to increased headcount, both organically and through our recent acquisitions, and incremental, third-party development costs to support increased development activities to support revenue growth. The decrease in product development expenses as a percentage of total net revenue was primarily due to higher leverage of product development expenses and resources.

### Sales and marketing

Sales and marketing expenses represent the costs of sales and marketing personnel, advertising and marketing campaigns, and campaign management.

Sales and marketing expenses increased by $10,638 to $15,857 in the three months ended December 31, 2021, and was 7.3% as a percentage of total net revenue compared to $5,219, or 5.9% of total net revenue, for the three months ended December 31, 2020.

Sales and marketing expenses increased by $32,700 to $47,072 in the nine months ended December 31, 2021, and was 8.4% as a percentage of total net revenue compared to $14,372, or 6.6% of total net revenue, for the nine months ended December 31, 2020.

The increase in sales and marketing expenses in both the three and nine months ended December 31, 2021, compared to the prior year comparative periods, was primarily due to our recent acquisitions and additional headcount in existing markets to support the Company's continued expansion of its global footprint. For the three and nine months ended December 31, 2021, sales and marketing expenses included $37 and $441, respectively, of acquisition-related costs.

### General and administrative

General and administrative expenses represent management, finance, and support personnel costs in both the parent and subsidiary companies, which include professional services and consulting costs, in addition to other costs such as rent, stock-based compensation, and depreciation and amortization expense.

General and administrative expenses increased by $33,163 to $39,924 in the three months ended December 31, 2021, and was 18.4% as a percentage of total net revenue compared to $6,761, or 7.6% of total net revenue, for the three months ended December 31, 2020. The three months ended December 31, 2021 and 2020 included acquisition-related costs of $5,676 and $12, respectively. Excluding acquisition-related costs, general and administrative expenses as a percentage of total net revenue were 15.8% and 7.6% in the three months ended December 31, 2021 and 2020, respectively.

General and administrative expenses increased by $83,129 to $105,225 in the nine months ended December 31, 2021, and was 18.7% as a percentage of total net revenue compared to $22,096, or 10.1% of total net revenue, for the nine months ended December 31, 2020. The nine months ended December 31, 2021 and 2020 included acquisition-related costs of $20,866 and $462, respectively. Excluding acquisition-related costs, general and administrative expenses as a percentage of total net revenue were 15.0% and 9.9% in the nine months ended December 31, 2021 and 2020, respectively.

The increase in general and administrative expenses in both the three and nine months ended December 31, 2021, compared to the prior year comparative periods, was primarily due to the recent acquisitions of AdColony and Fyber. In addition, general and administrative expenses increased due to higher employee-related expenses, including stock-based compensation, primarily from higher headcount to support the Company’s growth, higher professional service costs, and an increase in amortization of intangibles and depreciation for capitalized internal-use software.

### Interest and other income / (expense), net

| Interest and other income / (expense), net | Three months ended December 31, 2021 | 2020 | % of Change | Nine months ended December 31, 2021 | 2020 | % of Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Change in fair value of contingent consideration | $(18,200) | $(4,662) | (290.4)% | $(40,287) | $(15,419) | (161.3)% |
| Interest expense, net | $(2,195) | $(266) | (725.2)% | $(5,307) | $(859) | (517.8)% |
| Foreign exchange transaction gain | 2,122 | — | 100.0% | 1,603 | — | 100.0% |
| Other expense, net | (86) | (13) | (561.5)% | (598) | (51) | (1,072.5)% |
| Total interest and other income / (expense), net | $(18,359) | $(4,941) | (271.6)% | $(44,589) | $(16,329) | (173.1)% |

### Comparison of the three and nine months ended December 31, 2021 and 2020

### Change in fair value of contingent consideration

For the three and nine months ended December 31, 2021, the Company recorded charges for changes in fair value of contingent consideration of $18,200 and $40,287, respectively. The changes in fair value of contingent consideration were due to changes in the fair value of the contingent earn-out payment obligations for the Fyber and AdColony acquisitions.

For the three and nine months ended December 31, 2020, the Company recorded charges for changes in fair value of contingent consideration of $4,662 and $15,419, respectively. The changes in fair value of contingent consideration were due to Mobile Posse's performance during the quarter.

### Interest expense, net

Over the three and nine months ended December 31, 2021, interest expense, net, increased by $1,929 and $4,448, respectively, compared to the three and nine months ended December 31, 2020. The increases were primarily due to borrowings under the New Credit Agreement with Bank of America and interest on the loans we assumed through our acquisition of Fyber. Interest expense also includes the amortization of debt issuance costs related to our New Credit Agreement.

### Liquidity and Capital Resources

Our primary sources of liquidity are cash from operations and debt. As of December 31, 2021, we had total cash of approximately $115,440 and $179,866 available to draw under the New Credit Agreement with Bank of America. The maturity date of the New Credit Agreement is April 29, 2026, and the outstanding balance of $345,134 is classified as long-term debt on our condensed consolidated balance sheet as of December 31, 2021. Subsequent to December 31, 2021, the Company drew an additional $179,000 against the New Credit Agreement. The proceeds, combined with available cash-on-hand, were used to satisfy the AdColony Acquisition earn-out payment of $204,500, which was made on January 15, 2022.

Our ability to meet our debt service obligations and to fund working capital, capital expenditures, and investments in our business will depend upon our future performance, which will be subject to financial, business, and other factors affecting our operations, many of which are beyond our control, availability of borrowing capacity under our credit facility, and our ability to access the capital markets. For example, these factors could include general and regional economic, financial, competitive, legislative, regulatory, and other factors. We cannot ensure that we will generate cash flow from operations, or that future borrowings or the capital markets will be available, in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs. We could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional indebtedness or equity capital, or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.

The Company believes it will generate sufficient cash flow from operations and has the liquidity and capital resources to meet its business requirements for at least twelve months from the filing date of this Quarterly Report on Form 10-Q.

### Acquisition Purchase Price Liability

The Company has recognized acquisition purchase price liabilities of $253,700 on its condensed consolidated balance sheet as of December 31, 2021, comprised of the following components:

- $204,500 of earn-out consideration for the AdColony Acquisition
- $49,200 of contingent earn-out consideration for the Fyber Acquisition

The Company intends to pay this consideration with a combination of available cash-on-hand, borrowings under the Company’s New Credit Agreement, including utilizing the accordion feature of the senior credit facility, if necessary, and proceeds from future capital financings.

### 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 $228,800 over the next five years.

### Outstanding Secured Indebtedness

The Company’s outstanding secured indebtedness under the New Credit Agreement is $345,134 as of December 31, 2021. See "Recent Developments - Credit Agreement" for additional information on the New Credit Agreement. The Company's ability to borrow additional amounts under its New Credit Agreement could have significant negative consequences, including:

- increasing the Company’s vulnerability to general adverse economic and industry conditions;
- limiting the Company’s ability to obtain additional financing;
- violating a financial covenant, potentially resulting in the indebtedness to be paid back immediately and thus negatively impacting our liquidity;
- requiring additional financial covenant measurement consents or default waivers without enhanced financial performance in the short term;
- requiring the use of a substantial portion of any cash flow from operations to service indebtedness, thereby reducing the amount of cash flow available for other purposes, including capital expenditures;
- limiting the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry in which it competes, including by virtue of the requirement that the Company remain in compliance with certain negative operating covenants included in the credit arrangements under which the Company will be obligated as well as meeting certain reporting requirements; and
- placing the Company at a possible competitive disadvantage to less leveraged competitors that are larger and may have better access to capital resources.

Our credit facility also contains a maximum consolidated secured net leverage ratio and minimum consolidated interest coverage ratio. There can be no assurance we will continue to satisfy these ratio covenants. If we fail to satisfy these covenants, the lender may declare a default, which could lead to acceleration of the debt maturity. Any such default would have a material adverse effect on the Company.

The collateral pledged to secure our secured debt, consisting of substantially all of our and our U.S. subsidiaries’ assets, would be available to the secured creditor in a foreclosure, in addition to many other remedies. Accordingly, any adverse change in our ability to service our secured debt could result in an event of default, cross default, and foreclosure or forced sale. Depending on the value of the assets, there could be little, if any, assets available for common stockholders in any foreclosure or forced sale.

### Debt Assumed Through Fyber Acquisition

As a part of the Fyber Acquisition, the Company assumed $25,789 of debt previously held by Fyber. This debt was comprised of amounts drawn against three separate revolving lines of credit. The Company settled two of the three revolving lines of credit, resulting in payments of $13,288, during the nine months ended December 31, 2021. Details for the remaining line of credit can be found in Note 10, "Debt," of the condensed consolidated financial statements. The remaining revolving line of credit from Bank Leumi matures on January 30, 2022. The balance of this line of credit is classified as short-term debt on the condensed consolidated balance sheet as of December 31, 2021.

### Cash Flow Summary

*(in thousands)*

| Consolidated statements of cash flows data: | Nine months ended December 31, 2021 | 2020 | % of Change |
| --- | ---: | ---: | ---: |
| **Net cash provided by operating activities** | **$43,462** | **$48,612** | **(10.6)%** |
| Business acquisitions, net of cash acquired | (148,192) | (7,968) | (1,759.8)% |
| Capital expenditures | (15,692) | (6,545) | (139.8)% |
| **Net cash used in investing activities** | **(163,884)** | **(14,513)** | **(1,029.2)%** |
| Payment of contingent consideration | — | (16,957) | 100.0% |
| Proceeds from borrowings | 369,913 | — | 100.0% |
| Payment of debt issuance costs | (4,044) | — | (100.0)% |
| Payment of deferred business acquisition consideration | (98,175) | — | (100.0)% |
| Options and warrants exercised | 2,814 | 5,927 | (52.5)% |
| Payment of withholding taxes for net share settlement of equity awards | (7,587) | — | (100.0)% |
| Repayment of debt obligations | (52,623) | (750) | (6,916.4)% |
| **Net cash provided by / (used in) financing activities** | **$210,298** | **$(11,780)** | **1,885.2%** |

### Operating Activities

Cash provided by operating activities was $43,462 for the nine months ended December 31, 2021, compared to $48,612 for the nine months ended December 31, 2020. The decrease of $5,150 was due to the following:

- $80,094 decrease for changes in operating assets and liabilities, primarily due to higher net working capital to support the Company's growth, and the payout of accrued compensation related to the AdColony and Fyber acquisitions and the Company's annual incentive plan, and
- $74,335 increase due to higher non-cash charges, primarily for depreciation and amortization, change in fair value of contingent consideration, and stock-based compensation expense. These increases were primarily due to the impact of the AdColony and Fyber acquisitions on operating activities post-acquisition.

### Investing Activities

For the nine months ended December 31, 2021, net cash used in investing activities was approximately $163,884, comprised of cash expenditures for business acquisitions, net of cash acquired, of $148,192 and capital expenditures related mostly to internally-developed software of $15,692. For the nine months ended December 31, 2020, net cash used in investing activities was approximately $14,513, comprised of cash expenditures for business acquisitions, net of cash acquired, of $7,968 and capital expenditures related mostly to internally-developed software of $6,545. The $140,224 increase in cash expenditures for business acquisitions was due to our acquisitions of AdColony and Fyber during the nine months ended December 31, 2021, as compared to our acquisition of Mobile Posse, Inc., during the nine months ended December 31, 2020. The $9,147 increase in capital expenditures was due to a combination of continued investments in product development across all of our segments, including In App Media - AdColony and In App Media - Fyber.

### Financing Activities

For the nine months ended December 31, 2021, net cash provided by financing activities was approximately $210,298, comprised of proceeds from borrowings of $369,913 primarily used for the acquisitions of AdColony and Fyber, and options exercised of $2,814, partially offset by payment of deferred business acquisition consideration of $98,175, repayment of debt obligations of $52,623, payment of withholding taxes for net share settlement of equity awards of $7,587, and payment of debt issuance costs of $4,044. For the nine months ended December 31, 2020, net cash used in financing activities was approximately $11,780, comprised of payment of contingent consideration of $16,957 related to the Mobile Posse acquisition and repayment of debt obligations of $750, offset by proceeds from the exercise of stock options of $5,927.

### Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not have any undisclosed borrowings or debt and we have not entered into any synthetic leases. We believe, therefore, that we are not materially exposed to any financing, liquidity, market, or credit risk that would arise if we engaged in such relationships.

### Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our unaudited financial statements. The preparation of these financial statements is based on management's selection and application of accounting policies, some of which require management to make judgments, estimates, and assumptions that affect the amounts reported in the financial statements and notes. For more information regarding our critical accounting policies and estimates, please see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies,” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2021, and Note 3, "Basis of Presentation and Summary of Significant Accounting Policies," of this Quarterly Report on Form 10-Q for our fiscal third quarter ended December 31, 2021.

## Market risk

As filed, 1,778 characters.

We have operations both within the United States and internationally and we are exposed to market risks in the ordinary course of our business - primarily interest rate and foreign currency exchange risks.

### Interest Rate Fluctuation Risk

The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. Our cash and cash equivalents consist of cash and deposits, which are sensitive to interest rate changes.

Our borrowings under our credit facility are subject to variable interest rates and thus expose us to interest rate fluctuations, depending on the extent to which we utilize the credit facility. If market interest rates materially increase, our results of operations could be adversely affected. A hypothetical increase in market interest rates of 100 basis points would result in an increase in our interest expense of $0.01 million per year for every $1 million of outstanding debt under the credit facility.

### Foreign Currency Exchange Risk

We have foreign currency risks related to our revenues and operating expenses denominated in currencies other than the U.S. dollar. While a portion of our sales are denominated in foreign currencies and then translated into U.S. dollars, the vast majority of our media costs are billed in U.S. dollars, causing both our revenues and our income from operations and net income to be impacted by fluctuations in exchange rates. In addition, gains / (losses) related to translating certain cash balances, trade accounts receivable and payable balances, and intercompany balances impact our net income. As our foreign operations expand, our results may be more impacted by fluctuations in the exchange rates of the currencies in which we do business.

## Controls and procedures

As filed, 6,490 characters.

This Report includes the certifications of our Chief Executive Officer and our Chief Financial Officer, as required by Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See Exhibits 31.3 and 31.4 to this Amendment No. 1 on Form 10-Q/A. This Item 4 includes information concerning the controls and control evaluations referred to in those certifications.

### Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are controls and other procedures designed to ensure information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer, who is the principal executive officer, and the Company’s Chief Financial Officer, who is the principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2021. At the time of the original filing, on February 8, 2022, of our Quarterly Report on Form 10-Q for the three and nine months ended December 31, 2021, management concluded the Company's disclosure controls and procedures were effective.

As previously announced by management on May 17, 2022, and further described in the Explanatory Note of this Amendment and Note 2, "Restatement of Condensed Consolidated Financial Statements," in Item 1 of Part I of this Amendment, the Company determined that it was necessary to restate its financial statements for the three-month period ended June 30, 2021, the three and six-month periods ended September 30, 2021, and the three and nine-month periods December 31, 2021.

The restatements of the previously filed financial statements were due to an error in the presentation of revenue for certain product lines, as well as the classification of certain hosting costs for our recently acquired businesses. As part of the post-acquisition integration process, the Company initially assessed the accounting policies of the recently acquired businesses and determined the Company acted as a principal in the revenue arrangements of the recently acquired businesses. As a result, revenue was reported gross, exclusive of license fees and revenue share expense.

During the fourth quarter of the fiscal year ended March 31, 2022, the Company determined it would be necessary to complete a more comprehensive review of revenue accounting for the recently acquired businesses. As a result of that review, management determined the Company acted as an agent, rather than as a principal, in certain product lines of the recently acquired businesses and, as a result, revenue for those product lines should have been reported net of license fees and revenue share expense. In addition, as part of the continued integration of the recently acquired businesses, management determined the presentation and disclosure of certain hosting costs had not been conformed to our corporate accounting policy. As a result, certain hosting costs were classified as product development expenses rather than other direct costs of revenue and general and administrative expenses.

Management concluded the Company’s internal control for business combinations did not include a control adequately designed to ensure acquiree accounting policies, as they relate to presentation and classification, were conformed to those of the Company and GAAP.

As a result of the identification of the material weakness described above, management reassessed that the Company's disclosure control and procedures were not effective as of December 31, 2021.

### Remediation Plans for Material Weaknesses in Internal Control over Financial Reporting

Prior to the identification of the material weakness, management, with oversight from our audit committee, completed a review of the recently acquired business’ product lines with the assistance of a large, third-party accounting firm as part of the annual financial close and reporting process. This included a review, at the acquired businesses, of representative customer contracts and agreements, supply/publisher agreements, and each product line’s business model and operations with key operations personnel. Further, management had taken several actions to strengthen the Company’s control environment, including the hiring of a new Chief Accounting Officer, and the creation of and hiring for key positions, including a Senior Manager of Internal Audit/ICFR and Director of Global Tax.

The Company will improve its policies and procedures by:

- Strengthening the Company’s procedures for reviewing accounting policies of material acquired companies, inclusive of the accounting for revenue, through initial reviews during the due diligence period and alignment of accounting policies prior to the first interim reporting date;
- Standardizing customer and publisher contract review processes to ensure consistent accounting and reporting of revenue transactions; and
- Formalizing the approval process for making changes to the global chart of accounts and accounting systems to ensure the accurate classification of financial statement amounts, including changes resulting from material acquisitions.

Management believes these additional steps will be effective in remediating the material weakness described above and may take additional measures to address the material weakness or modify the remediation plan described above, if deemed necessary.

### Changes in Internal Control Over Financial Reporting

The Company acquired AdColony Holding AS on April 29, 2021, and Fyber N.V. on May 25, 2021 (the “Acquired Companies”), and we are in the process of evaluating internal control over the Acquired Companies and integrating them into our existing operations. There have been no other changes in our internal control over financial reporting that occurred during the three months ended December 31, 2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 270 characters.

The Company is not aware of any material changes from the risk factors set forth under Part II, Item 1A, “Risk Factors,” in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, filed with the Securities and Exchange Commission on August 9, 2021.

Filed May 27, 2022.
Source: SEC EDGAR, the filing index for accession 0001628280-22-015652. Last ingested by Listed: Oct 30, 2026, 16:33 ET. No prices; not investment advice.