Digital Turbine, Inc.: Form 10-Q for the period ended Sep 30, 2023

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 (this “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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) , 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 Annual Report on Form 10-K for the fiscal year ended March 31, 2023, 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 independent mobile growth platform that levels up the landscape for advertisers, publishers, carriers, and device original equipment manufacturers (“OEMs”). We offer 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, our products and solutions provide monetization opportunities for OEMs, carriers, and application (“app” or “apps”) publishers and developers.

Recent Developments

Impact of Economic Conditions and Geopolitical Developments

Our results of operations are affected by macroeconomic conditions and geopolitical developments, including but not limited to levels of business and consumer confidence, actions taken by governments to counter inflation, potential trade disputes, including but not limited to any U.S. government actions against China based developers and publishers, Russia’s invasion of Ukraine, and the recent conflict in Israel.

Inflation, rising interest rates, supply chain disruptions, and reduced business and consumer confidence have caused and may continue to cause a global slowdown of economic activity, which has caused and may continue to cause a decrease in demand for a broad variety of goods and services, including those provided by our clients.

Like other advertising technology companies, we have seen a slowdown in digital advertising spending as well as a demand recession in mobile phone sales, which we believe is driven by the impact of inflation, recession fears, and their potential impacts on consumers. These negative macroeconomic trends have resulted, and may continue to result in, a decrease in mobile phone sales volume and/or advertising budgets and spending. While the slowdown in these sales drivers depends on the geography, advertising type, operating system, and business vertical, the current economic environment is likely to continue to impact our business, financial condition, and results of operations, the full impact of which remains uncertain at this time.

Further, various U.S. federal and state governmental agencies continue to examine the distribution and use of apps developed and/or published by China based companies. In some cases, government agencies have banned certain apps from mobile devices. Further actions by U.S. federal or state governmental agencies or other countries to restrict or ban the distribution of China based apps could negatively impact our business, financial condition, and results of operations.

While the financial impact of Russia’s invasion of Ukraine has not had a direct, material impact on our business, any European conflict, if expanded to include other countries would likely have a material, negative impact on general economic conditions and would impact our business directly.

Additionally, we continue to actively monitor the recent and ongoing conflict in Israel and the Gaza Strip for any material impacts to our business. While no adverse financial or operational impacts have been noted in the current period, if such conflict continues to ensue or escalates, it could have a potential negative impact on our business, given our significant presence in the region.

The extent of the impact of these macroeconomic factors on our operational and financial performance is also dependent on their impact on carriers and OEMs in relation to their sales of smartphones, tablets, and other devices, as well as the impact on application developers and in-app advertisers. If negative macroeconomic factors or geopolitical developments continue to materially impact our partners over a prolonged period, our results of operations and financial condition could also be adversely impacted, the size and duration of which we cannot accurately predict at this time.

We continue to actively monitor these factors and we 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. In addition to monitoring the developments described above, the Company also considers the impact such factors may have on our accounting estimates and potential impairments of our non-current assets, which primarily consist of goodwill and finite-lived intangible assets.

The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment, including qualitative and quantitative factors such as the identification of reporting units, identification and allocation of assets and liabilities to reporting units, and determinations of fair value. In estimating the fair value of our reporting units when performing our annual impairment test, or when an indicator of impairment is present, we make estimates and significant judgments about the future cash flows of those reporting units and other estimates including appropriate discount rates. Discount rates can fluctuate based on various economic conditions including our capital allocation and interest rates, including the interest rates on U.S. treasury bonds. Changes in judgments on these assumptions and estimates could result in goodwill impairment charges.

Finite-lived intangible assets and property, plant, and equipment are amortized or depreciated over their estimated useful lives on a straight-line basis. We monitor conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization or depreciation period or an impairment. We test these assets for potential impairment whenever we conclude events or changes in circumstances indicate carrying amounts may not be recoverable.

The Company determined that the sustained decline in the quoted market price of the Company’s common stock and current and forecasted operating trends represented a change in circumstances that indicate that the fair value of the Company’s reporting units may be less than their carrying amounts as of September 30, 2023. Therefore, the Company evaluated goodwill for impairment, the result of which determined that an impairment charge of $147,181 was to be recorded as of September 30, 2023.

Business Transformation Initiative

Beginning in fiscal year 2023, the Company entered into a business transformation project that includes the implementation of a new, global cloud-based enterprise resource planning (“ERP”) system to upgrade our existing enterprise-wide operating systems. We are also undertaking the consolidation of existing ancillary systems and deploying other new platforms and systems to improve our operations and drive business and cost efficiencies.

This is a multi-year project that includes various costs, including software configuration and implementation costs that would be recognized as either capital expenditures or deferred costs in accordance with applicable accounting policies, with certain costs recognized as operating expense associated with project development and project management costs, and professional services with business partners engaged in the planning, design and business process review that would not qualify as software configuration and implementation costs. In addition, the Company is incurring duplicative personnel and other operating costs to maintain legacy systems and operations during the deployment of the new ERP system and certain other ancillary platforms and systems. The Company expects to complete the first deployment phase in the third quarter of fiscal year 2024. Costs are anticipated to be incurred through various deployment phases that are expected to continue through early fiscal year 2026. The Company incurred $1,237 and $1,291 of business transformation costs in the three months ended September 30, 2023 and are recorded in General and Administrative expenses and Product Development expenses, respectively, in our Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

RESULTS OF OPERATIONS

The following table sets forth our results of operations for the three and six months ended September 30, 2023 and 2022 (in thousands):

Net revenue

Comparison of the three and six months ended September 30, 2023 and 2022

Over the three-month comparative periods, net revenue decreased by $31,600 or 18.1%, and over the six-month comparative periods, net revenue decreased by $73,867 or 20.3%. See the segment discussion below for further details regarding net revenue.

On Device Solutions

ODS revenue for the three months ended September 30, 2023, decreased by $9,406 or 8.7% compared to the three months ended September 30, 2022. Revenue from content media declined by approximately $9,225 primarily due to the end of a carrier partnership that resulted in lower daily active users on prepaid devices. Revenue from application media declined by approximately $181. The decline was primarily due to lower revenue from strategic demand customers of approximately $3,352, which includes the impact of a contract amendment during the three months ended September 30, 2022. This decline was partially offset by an increase in revenue-per-device, primarily in our US market, which offset lower device volumes.

ODS revenue for the six months ended September 30, 2023, decreased by $29,793 or 13.1% compared to the six months ended September 30, 2022. Revenue from content media declined by approximately $26,325 for the same reason as noted above for the three months ended September 30, 2023. In addition, application media revenue declined by approximately $3,469 for the six months ended September 30, 2023. The decline in revenue in application media was primarily due to: (1) lower device volumes in the US and internationally, which offset an increase in revenue-per-device in the US of approximately $1,812 and (2) lower revenue from strategic demand customers of approximately $1,657, which includes the impact of a contract amendment during the six months ended September 30, 2022.

App Growth Platform

AGP revenue for the three months ended September 30, 2023, decreased by $22,073 or 32.3% compared to the three months ended September 30, 2022. Performance and brand advertising revenue declined by approximately $13,586 and advertising exchange revenue declined by $5,771, primarily due to weaker demand in digital advertising and the impact of the consolidation and exiting of certain legacy AdColony platforms and business lines. In addition, revenue declined by $2,716 due to a reseller partnership in the Nordic region, which ended on December 31, 2022.

AGP revenue for the six months ended September 30, 2023, decreased by $45,480 or 32.3% compared to the six months ended September 30, 2022. Performance and brand advertising revenue declined by approximately $27,027 and advertising exchange revenue declined by $11,956, primarily due to weaker demand in digital advertising and the impact of the consolidation and exiting of certain legacy AdColony platforms and business lines. In addition, revenue declined by $6,497 due to a reseller partnership in the Nordic region, which ended on December 31, 2022.

Costs of revenue and operating expenses

Comparison of the three and six months ended September 30, 2023 and 2022

Total costs of revenue and operating expenses increased by $142,099 or 92.4% and $128,982 or 40.6%, respectively, for the three and six months ended September 30, 2023, compared to the three and six months ended September 30, 2022.

Total costs of revenue and operating expenses included an impairment of goodwill of 147,181. Excluding the impairment of goodwill, total costs of revenue and operating expenses decreased by $5,082 or 3.3% and

$18,199 or 5.7%, respectively, for the three and six months ended September 30, 2023, compared to the three and six months ended September 30, 2022.

The decrease in total costs of revenue and operating expenses for both comparative periods, after excluding the impairment of goodwill, was primarily due to lower revenue share, partially offset by higher general and administrative costs. The reduced revenue share is the result of lower revenue over the same comparative periods. Costs of revenue and operating expenses included total business transformation, severance and transaction costs of $3,416 and $3,819, respectively, for the three and six months ended September 30, 2023, compared to $1,284 and $2,584, respectively, for the three and six months ended September 30, 2022.

Revenue share

Revenue share includes amounts paid to our carrier and OEM partners, as well as app publishers and developers, and are recorded as a cost of revenue.

Revenue share decreased by $8,162 or 10.6% to $68,719 for the three months ended September 30, 2023, and was 48.0% as a percentage of total net revenue compared to $76,881, or 44.0% of total net revenue, for the three months ended September 30, 2022.

Revenue share decreased by $25,937 or 15.8% to $138,311 for the six months ended September 30, 2023, and was 47.8% as a percentage of total net revenue compared to $164,248, or 45.2% of total net revenue, for the six months ended September 30, 2022.

The decrease in revenue share was attributable to the decrease in total net revenue over the same periods, as these costs are typically paid as a percentage of our revenue. The increase in revenue share as a percentage of total net revenue for the three and six months ended September 30, 2023 compared to the prior year comparative periods, was primarily due to revenue mix changes.

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 associated with capitalized software costs and amortization of developed technology intangible assets.

Other direct costs of revenue decreased by $182 or 2.0% to $9,017 for the three months ended September 30, 2023, and was 6.3% as a percentage of total net revenue compared to $9,199, or 5.3% of total net revenue, for the three months ended September 30, 2022. The decrease in other direct costs was primarily due to slightly lower amortization of developed technology intangible assets. The increase in other direct costs as a percentage of total net revenue was due to the decline in total net revenue.

Other direct costs of revenue increased by $516 or 2.8% to $18,630 for the six months ended September 30, 2023, and was 6.4% as a percentage of total net revenue compared to $18,114, or 5.0% of total net revenue, for the six months ended September 30, 2022. The increase in other direct costs was primarily due to slightly higher amortization of developed technology intangible assets and hosting costs. The increase in other direct costs as a percentage of total net revenue was due to the decline in total net revenue.

Product development

Product development expenses include the development and maintenance of the Company’s product suite. Expenses in this area are primarily a function of personnel. Additionally, product development expenses include certain integration and business transformation costs, which may impact the comparability of product development expenses between periods.

Product development expenses decreased by $699 or 4.7% to $14,037 for the three months ended September 30, 2023, compared to $14,736 for the three months ended September 30, 2022. Product development expenses included severance and acquisition-related costs of approximately $217 and $543 for the three months ended September 30, 2023 and September 30, 2022, respectively. Product development expenses for the three months ended September 30, 2023 also included business transformation costs of approximately $1,291. Product development expenses, after excluding severance, acquisition-related and business transformation costs, decreased by approximately $1,664. The decrease in product development expenses was primarily due to lower employee-related costs, primarily cash incentive compensation, of approximately $3,098, partially offset by higher hosting costs of approximately $1,453 for the three months ended September 30, 2023.

Product development expenses increased by $968 or 3.4% to $29,837 for the six months ended September 30, 2023, compared to $28,869 for the six months ended September 30, 2022. Product development expenses included severance and acquisition-related costs of approximately $391 and $1,085 for the six months ended September 30, 2023 and September 30, 2022, respectively. Product development expenses for six months ended September 30, 2023 also included business transformation costs of approximately $1,291. Product development expenses, after excluding severance, acquisition-related and business transformation costs, increased by approximately $371. The increase in product development expenses was primarily due to higher hosting costs of approximately $1,543, for the six months ended September 30, 2023.

Product development expenses, excluding business transformation costs, acquisition-related costs and severance costs, increased to 8.7% and 9.7% of total net revenue for the three and six months ended September 30, 2023, respectively, compared to 8.1% and 7.6% of total net revenue for the three and six months ended September 30, 2022, respectively. The increase in product development expenses as a percentage of total net revenue was due to higher costs and lower revenues.

Sales and marketing

Sales and marketing expenses represent the costs of sales and marketing personnel, advertising and marketing campaigns, and campaign management. Additionally, sales and marketing expenses include certain integration and business transformation costs, which may impact the comparability of sales and marketing expenses between periods.

Sales and marketing expenses were relatively unchanged, increasing by $47 or 0.3% to $15,537 for the three months ended September 30, 2023, and was 10.8% as a percentage of total net revenue compared to $15,490, or 8.9% of total net revenue, for the three months ended September 30, 2022. Sales and marketing expenses included severance and acquisition-related costs of approximately $575 and $55 for the three months ended September 30, 2023 and September 30, 2022, respectively. Sales and marketing expenses, after excluding severance and acquisition-related expenses, decreased by approximately $473. The decrease in sales and marketing expense was primarily due to lower costs for sales-related events of approximately $593 and software and professional services of approximately $516, partially offset by higher employee benefits costs of approximately $630.

Sales and marketing expenses were relatively unchanged, decreasing by $434 or 1.4% to $31,114 for the six months ended September 30, 2023, and was 10.7% as a percentage of total net revenue compared to $31,548, or 8.7% of total net revenue, for the six months ended September 30, 2022. Sales and marketing expenses included severance and acquisition-related costs of approximately $623 and $108 for the six months ended September 30, 2023 and September 30, 2022, respectively. Sales and marketing expenses, after excluding severance and acquisition-related expenses, decreased by approximately $949. The decrease in sales and marketing expenses was primarily due to lower costs for software and professional services of approximately $883 and sales-related events of approximately $449, partially offset by higher employee benefits costs of approximately $376.

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. Additionally, general and administrative expenses include certain integration and business transformation costs, which may impact the comparability of general and administrative expenses between periods.

General and administrative expenses increased by $3,914 or 10.4% to $41,385 for the three months ended September 30, 2023 compared to $37,471 for the three months ended September 30, 2022. General and administrative expenses included severance and acquisition-related costs of approximately $96 and $686 for the three months ended September 30, 2023 and September 30, 2022, respectively. General and administrative expenses for three months ended September 30, 2023 also included business transformation costs of approximately $1,237.

General and administrative expenses, after excluding severance, acquisition-related and business transformations costs, increased by $3,267. The increase was primarily due to higher stock-based compensation of approximately $3,429, depreciation and amortization expense of approximately $2,993, and other costs, primarily professional fees, of approximately $99. These increases were partially offset by a decline in employee-related costs, primarily cash incentive compensation and salaries, of $2,180 and bad debt expense of $889.

General and administrative expenses increased by $6,688 or 8.9% to $81,884 for the six months ended September 30, 2023, compared to $75,196 for the six months ended September 30, 2022. General and administrative expenses included severance and acquisition-related costs of approximately $277 and $1,391 for the six months ended September 30, 2023 and September 30, 2022, respectively. General and administrative expenses for six months ended September 30, 2023 also included business transformation costs of approximately $1,237.

General and administrative expenses, after excluding severance, acquisition-related costs and business transformation costs, increased by $6,565. The increase was primarily due to higher stock-based compensation of approximately $7,010, partially offset by lower bad debt expense of approximately $1,027 and employee-related costs, primarily cash incentive compensation and salaries, of approximately $1,120.

Impairment of goodwill

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 current fiscal year (in particular during the quarter ended September 30, 2023 and following such quarter), the increase in interest rates, and the Company’s current and recently updated forecasted operating trends represented a change in circumstances that indicate 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 flows 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 units 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 allocated of $80,176 as of September 30, 2023. The On Device business is facing challenges reflected in the current fiscal year primarily related to fewer daily active users on prepaid devices and lower new device volumes in the US and internationally. The Company currently believes these challenges will be successfully addressed when seasonality-driven increases in new device volumes occur as well as when adverse macro-economic factors begin to subside. However, if the Company continues to see a sustained decline in its stock price, projected revenue growth rates or operating margins decline, weighted average cost of capital increases, or the global macroeconomic or geopolitical conditions worsen, it is possible its estimates about the ODS reporting unit's ability to successfully address the current challenges may change, which could result in the carrying value of the ODS reporting unit exceeding its estimated fair value, and potential impairment charges. 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 the Company’s 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 allocated 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. The App Growth business is facing challenges reflected in the current fiscal year primarily related to weaker demand in digital advertising and the impact of the consolidation and exiting of certain legacy AdColony platforms and business lines. If market demand further weakens or the Company is not able to effectively operationalize new product and product feature deployments and improve results, revenue expectations might not be met. This could result in the carrying value of the AGP reporting unit exceeding its future estimated fair value and potential future impairment charges.

Interest and other income (expense), net

Comparison of the three and six months ended September 30, 2023 and 2022

Interest expense, net

For the three and six months ended September 30, 2023, interest expense, net, increased by $2,615 or 50.0% and $5,923 or 63.6%, respectively, compared to the three and six months ended September 30, 2022, primarily due to an increase in interest rates of 330 basis points and 363 basis points, respectively, and higher average outstanding borrowings of $65,734 and $79,783, respectively, over the comparative periods.

Income tax provision (benefit)

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.

Liquidity and Capital Resources

Our primary sources of liquidity are our cash and cash equivalents, cash from operations, and borrowings under our New Credit Agreement. As of September 30, 2023, we had unrestricted cash of approximately $58,138 and $139,000 available to draw under the New Credit Agreement with BoA, excluding the accordion feature, subject to the required covenants. We generated $28,772 in cash flows from operating activities for the three months ended September 30, 2023.

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 availability of borrowing capacity under our credit facility and our ability to access capital markets as well as financial, business, and other factors affecting our operations, many of which are beyond our control. These factors include general and regional economic, financial, competitive, legislative, regulatory, and other factors such as health epidemics including COVID-19, economic and macro-economic factors like labor shortages, supply chain disruptions, and inflation, and geopolitical developments, including the conflict in Ukraine, the political climate related to China, and the conflict in Israel. We cannot guarantee we will generate sufficient cash flow from operations, or that future borrowings or capital markets will be available, in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs.

We believe we will generate sufficient cash flow from operations and have the liquidity and capital resources to meet our business requirements for at least 12 months from the filing date of this Report.

Outstanding Secured Indebtedness

Our outstanding secured indebtedness under the New Credit Agreement is $386,000 as of September 30, 2023. The maturity date of the New Credit Agreement is April 29, 2026, and the outstanding balance is classified as long-term debt, net of debt issuance costs of $2,190, on our condensed consolidated balance sheets as of September 30, 2023. For further description of the terms of the New Credit Agreement, see Note 8—Debt under the heading “Revolver” in the notes to our consolidated financial statements under Part I, Item 1 of this Report.

The collateral pledged to secure our secured debt, consisting of substantially all of 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.

Our credit facility also contains a maximum consolidated secured net leverage ratio and minimum consolidated interest coverage ratio. 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 us.

Hosting Agreements

We enter into hosting agreements with service providers, and, in some cases, those agreements include minimum commitments that require us 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 fiscal years.

Cash Flow Summary ($ in thousands)

Operating Activities

Our cash flows from operating activities are primarily driven by revenue generated from user acquisition and advertising activity, offset by the cash costs of operations, and are significantly influenced by the timing of and fluctuations in receipts from customers and payments to our carrier and publisher partners as well as other vendors. Our future cash flows from operating activities will be diminished if we cannot increase our revenue levels and manage costs appropriately. Cash provided by operating activities was $28,772 for the six months ended September 30, 2023, compared to $64,309 for the six months ended September 30, 2022. The decrease of $35,537 was due to the following:

• $196,542 decrease in net income;
• $18,471 increase due to changes in operating assets and liabilities, driven primarily by working capital changes, including a decrease in accounts payable, accrued compensation, and other current liabilities; and
• $142,534 increase in non-cash charges during the six months ended September 30, 2023 primarily related to goodwill impairment and increased stock-based compensation, partially offset by lower right-of-use assets for the six months ended September 30, 2023.

Investing Activities

Our primary investing activities have consisted of acquisitions of businesses, purchases of property and equipment, and capital expenditures in support of creating and enhancing our technology infrastructure. For the six months ended September 30, 2023, net cash used in investing activities increased by $1,347 to approximately $14,277. Our cash used in investing activities for the six months ended September 30, 2023 and September 30, 2022, was primarily comprised of capital expenditures related to internally-developed software.

Financing Activities

For the six months ended September 30, 2023, net cash used in financing activities was approximately $29,195, which was comprised of: (1) the net repayment of debt obligations of $44,136, (2) payment of $3,751 for the acquisition of the remaining minority interest shareholders’ outstanding shares in one of our subsidiaries, (3) payment of payroll withholding taxes for net share settlement of equity awards of $1,037. These cash outflows were partially offset by cash inflows comprising of proceeds from borrowings of $17,000 and stock option exercises of

$2,729.

For the six months ended September 30, 2022, net cash used in financing activities was approximately $91,490, which was comprised of repayment of debt obligations of $86,500, payment of payroll withholding taxes for net share settlement of equity awards of $5,929, partially offset by cash inflows from stock option exercises of $939.

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, 2023, and Note 2—Basis of Presentation and Summary of Significant Accounting Policies,” of this Report on Form 10-Q for our fiscal second quarter ended September 30, 2023.

The Company has operations both within the U.S. and internationally and is exposed to market risks in the ordinary course of business - primarily interest rate and foreign currency exchange risks.

Interest Rate Fluctuation Risk

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

The Company’s borrowings under its credit facility are subject to variable interest rates and thus expose the Company to interest rate fluctuations, depending on the extent to which the Company utilizes its credit facility. If market interest rates materially increase, the Company’s results of operations could be adversely affected. A hypothetical increase in market interest rates of 100 basis points would result in an increase in interest expense of $10 per year for every $1,000 of outstanding debt under the Company’s credit facility. The Company has not used any derivative financial instruments to manage its interest rate risk exposure.

Foreign Currency Exchange Risk

Foreign currency exchange risk is the risk that the Company’s results of operations and/or financial condition could be affected by changes in exchange rates. The Company has transactions denominated in currencies other than the U.S. dollar, principally the euro, Turkish lira, and British pound, that expose the Company’s operations to risk from the effects of exchange rate movements. Such movements may impact future revenues, expenses, and cash flows. In certain of the Company’s foreign operations, the Company transacts primarily in the U.S. dollar, including for net revenue, revenue share, and employee-related compensation costs, which reduces the Company’s exposure to foreign currency exchange risk. In addition, gains (losses) related to translating certain cash balances, trade accounts receivable and payable balances, and intercompany balances also impact net income. As the Company’s foreign operations expand, results may be impacted further by fluctuations in the exchange rates of the currencies in which the Company does business. The Company has not used any derivative financial instruments to manage its foreign currency exchange risk exposure.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, regardless of how well they were designed and are operating, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this Report, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(f) or 15d-15(f) of the Exchange Act during the period covered by this Report, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The information in this Report should be read in conjunction with the risk factors set forth under Part I, Item 1A, “Risk Factors,” in its Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission on May 25, 2023. The Company is not aware of any change to such risk factors except for the addition of the following:

Risks associated with the ongoing conflict in Israel has caused, and is currently expected to cause, negative effects on geopolitical conditions and the global economy, including financial markets, inflation, and the global supply chain, which could have an adverse impact on our business, operating results and financial condition, especially given our significant business presence in the region.

Since October 7, 2023, the hostilities in Israel and the Gaza Strip have further heightened global tensions and instability. At this time, it is unknown whether hostilities in this region will escalate into an even larger conflict. The Company has a significant business presence in the region, and therefore, continuation or escalation of the conflict could cause significant adverse financial impacts, due to reductions in demand and/or interruptions in business operations.