Q - Digital Turbine,
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 5, 2025
APPS$10.38+7.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-12-31; filed 2025-02-05.
0001628280-25-004090
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001628280-25-037888
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 103 previous paragraphs and 90 current paragraphs.
44 unchanged; 30 reworded; 16 added; 29 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
Comparison of the three months ended June 30, 2025 and 2024
Current report
App Growth Platform revenue decreased by $2,100 or 5.5% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily a result of a decline in brand and performance advertising of approximately $4,700, which was offset by an increase in advertising exchange of approximately $2,875, which was largely due to an increase in advertiser purchases. This decline was also partially due to a decrease in revenue from reseller partnerships of approximately $275.
Current report
Comparison of the three months ended June 30, 2025 and 2024
Current report
Costs of revenue and operating expenses increased by $1,510 or 1.1% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to higher revenue share, which is the result of higher revenue over the same comparative periods, offset by lower operating expenses, primarily sales and marketing costs, over the comparative periods. Costs of revenue and operating expenses included severance costs as well as business transformation costs of $164 and $31, respectively, for the three months ended June 30, 2025, compared to $557 and $1,072, respectively, for the three months ended June 30, 2024. See below for further discussion regarding changes in costs of revenue and operating expenses.
Current report
Revenue share increased by $2,329 or 4.2%, to $58,138 for the three months ended June 30, 2025, compared to $55,809, for the three months ended June 30, 2024. The increase in revenue share is similar to the increase in total net revenues for the same comparable periods.
Current report
Revenue share as a percentage of total net revenue was 44.4% for the three months ended June 30, 2025, compared to 47.3% for the three months ended June 30, 2024. The decrease in revenue share as a percentage of total net revenue was primarily due to revenue mix changes, specifically a lower mix of revenue reported on a net basis as compared to revenue reported on a gross basis during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 .
Current report
The decrease in product development expenses, excluding severance costs, was primarily due to higher offsetting capitalization of labor costs related to internally-developed software of approximately $926 and a reduction in professional service costs of approximately $288, offset by an increase of $662, related to employee reduction, hosting/software, and other related costs.
Current report
Sales and marketing expenses decreased by $2,658 to $13,589 for the three months ended June 30, 2025 compared to $16,247 for the three months ended June 30, 2024. Sales and marketing expenses included severance costs of $63 and $410 for the three months ended June 30, 2025 and the three months ended June 30, 2024, respectively. Excluding severance costs, sales and marketing expenses decreased by $2,311 for the three months ended June 30, 2025.
Current report
The decrease in sales and marketing expense after excluding severance costs was primarily due to lower personnel related costs of $1,697, lower travel and other marketing related costs of $434, and other costs, including travel and entertainment, of $495. These decreases were offset by an increase in professional service costs of $315.
Current report
The increase in general and administrative expenses after excluding severance costs and business transformation costs, was primarily due to increased depreciation and amortization costs of $2,644, increased credit loss expense of $574, and increased personnel related costs of $272. These increases were offset by lower share-based compensation costs of $1,999, professional service costs of $298, and other operating costs, including recruiting fees, of $729.
Current report
Foreign exchange transaction gain (loss)
Current report
For the three months ended June 30, 2025 and 2024, the Company recorded foreign exchange transaction losses and gains of $914 and $818, respectively, that were primarily attributable to fluctuations in foreign exchange rates for trade accounts receivables and payables denominated in currencies other than the functional currency of foreign entities.
Current report
If the Company is unable to refinance the existing Amended and Restated Credit Agreement before August
Current report
29, 2025, the Company’s indebtedness under the Amended and Restated Credit Agreement would be reclassified as short-term debt, which could have a material adverse effect on the Company’s business and stock price. There can be no assurance that we will be able to raise additional capital. The inability to raise capital would adversely affect our ability to achieve our business objectives and our expectations, our liquidity and ability to operate our business, our stock price and our ability to continue as a going concern. See Part I, Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission on June 16, 2025, for more information regarding risks related to liquidity and capital resources.
Current report
•$11,052 decrease in net loss;
Current report
• $3,824 net increase in non-cash charges during the three months ended June 30, 2025 primarily related to increased depreciation and amortization and foreign exchange transaction loss, offset by a decrease in share-based compensation expense for the three months ended June 30, 2024.
Removed paragraphs (29)
Previous report
ODS revenue for the three months ended December 31, 2024, decreased by $2,562 or 2.7% compared to the three months ended December 31, 2023. Revenue from content media decreased by approximately $399 primarily due to unforeseen impacts on the demand auction. In addition, revenue from application media decreased by approximately $2,162. The decrease was primarily driven by lower new device volumes, partially offset by an increase in revenue-per-device in the US region and internationally. These decreases in revenue were primarily driven by the Europe, Middle East, and Africa regions and were partially offset by increases in the Asia Pacific and China regions.
Previous report
AGP revenue for the three months ended December 31, 2024, decreased by $4,940 or 10.0% compared to the three months ended December 31, 2023. Performance and brand advertising revenue increased by approximately $3,483. Advertising exchange revenue declined by approximately $8,403, primarily due to weaker demand and the impact of the consolidation and exiting of certain legacy AdColony platforms and business lines. The decrease in advertising exchange revenue was primarily driven by lower performance in the US and Canada regions, partially offset by higher performance in the Asia Pacific and China region of $1,347. Revenues from reseller partnerships remained flat between the comparable periods.
Previous report
AGP revenue for the nine months ended December 31, 2024, decreased by $24,344 or 16.9% compared to the nine months ended December 31, 2023. Performance and brand advertising revenue declined by approximately $1,134 and advertising exchange revenue declined by approximately $23,226, primarily due to weaker demand and the impact of the consolidation and exiting of certain legacy AdColony platforms and business lines. The decrease in advertising exchange revenue was primarily due to lower performance in the US and Canada regions. Revenues from reseller partnerships remained flat between the comparable periods.
Previous report
Total costs of revenue and operating expenses decreased by $4,511 or 3.0% and decreased by $185,121 or 30.9%, respectively, for the three and nine months ended December 31, 2024, compared to the three and nine months ended December 31, 2023.
Previous report
Total costs of revenue and operating expenses for the nine months ended December 31, 2023 included an impairment of goodwill of $147,181. Excluding the impairment of goodwill, total costs of revenue and operating expenses decreased by $37,940 or 8.4% for the nine months ended December 31, 2024, compared to the nine months ended December 31, 2023.
Previous report
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, general and administrative, and product development costs. These decreases were partially offset by higher sales and marketing 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 acquisition-related costs of $3,094 and $5,228 for the three and nine months ended December 31, 2024, respectively, compared to $5,718 and $9,537 for the three and nine months ended December 31, 2023, respectively. In connection with the Company’s transformation program, business transformation and severance costs are expected to increase in the future remaining quarter of fiscal year 2025.
Previous report
Revenue share decreased by $417 or 0.6% to $69,947 for the three months ended December 31, 2024, and was 52.0% as a percentage of total net revenue compared to $70,364, or 49.3% of total net revenue, for the three months ended December 31, 2023.
Previous report
Revenue share decreased by $26,583 or 12.7% to $182,092 for the nine months ended December 31, 2024, and was 49.0% as a percentage of total net revenue compared to $208,675, or 48.3% of total net revenue, for the nine months ended December 31, 2023.
Previous report
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. Revenue share as a percentage of total net revenue for the three and nine months ended December 31, 2024 compared to the prior year comparative periods remained flat.
Previous report
Other direct costs of revenue increased by $340 or 3.9% to $8,954 for the three months ended December 31, 2024, and was 6.7% as a percentage of total net revenue compared to $8,614, or 6.0% of total net revenue, for the three months ended December 31, 2023.
Previous report
Other direct costs of revenue decreased by $2,062 or 7.6% to $25,182 for the nine months ended December 31, 2024, and was 6.8% as a percentage of total net revenue compared to $27,244, or 6.3% of total net revenue, for the nine months ended December 31, 2023.
Previous report
The decrease in other direct costs for the nine months ended December 31, 2024 was primarily due to lower amortization of developed technology intangible assets, lower hosting costs, and a comparable decrease in total net revenues between comparable periods. The increase in other direct costs of revenue as a percentage of total net revenue was due to the decline in total net revenue.
Previous report
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.
Previous report
Product development expenses, after excluding severance and business transformation costs, decreased by approximately $1,643 for the three months ended December 31, 2024 compared to the three months ended December 31, 2023. The decrease in product development expenses was primarily due to lower hosting and software costs of $958, third-party development costs of $451, and other costs, including travel and facilities of $769. These decreases were partially offset by increased personnel related costs of $536.
Previous report
Product development expenses decreased by $12,523 or (29.2)% to $30,350 for the nine months ended December 31, 2024, compared to $42,873 for the nine months ended December 31, 2023. Product development expenses included severance costs of approximately $671 for the nine months ended December 31, 2024. Product development expenses included severance, acquisition-related, and business transformation costs of approximately $3,363 for the nine months ended December 31, 2023.
Previous report
Product development expenses, after excluding severance, acquisition-related and business transformation costs, decreased by approximately $9,831 for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023. The decrease in product development expenses was primarily due to lower employee-related costs, including base salary and incentive compensation of $3,010, lower hosting and software costs of $3,162, reduced third-party development costs of $1,283, and other operating costs, including facilities and travel of $2,369.
Previous report
Product development expenses, excluding severance, acquisition-related, and business transformation costs, changed to 7.2% and 8.0% of total net revenue for the three and nine months ended December 31, 2024, respectively, compared to 8.0% and 9.1% of total net revenue for the three and nine months ended December 31, 2023, respectively. The decrease in product development expenses as a percentage of total net revenue for the nine months ended December 31, 2024 was primarily due to lower employee-related costs and revenues declining at a rate faster than product development expenses due to the Company’s continued investments in its technology platforms.
Previous report
Sales and marketing expenses increased by $1,062 or 7.4% to $15,494 for the three months ended December 31, 2024, and was 11.5% as a percentage of total net revenue compared to $14,432, or 10.1% of total net revenue, for the three months ended December 31, 2023. Sales and marketing expenses included severance costs of approximately $1,018 and $576 for the three months ended December 31, 2024 and December 31, 2023, respectively.
Previous report
Sales and marketing expenses, after excluding severance expenses, increased by approximately $620 for the three months ended December 31, 2024 compared to the three months ended December 31, 2023. The increase in sales and marketing expenses was primarily due to higher employee-related costs, including base salary and incentive compensation of $1,041, and higher third-party development costs of $356. These increases were partially offset by lower other operating costs, including facilities and travel of $641.
Previous report
Sales and marketing expenses increased by $2,082 or 4.6% to $47,628 for the nine months ended December 31, 2024, and was 12.8% as a percentage of total net revenue compared to $45,546, or 10.5% of total net revenue, for the nine months ended December 31, 2023. Sales and marketing expenses included severance costs of approximately $1,524 for the nine months ended December 31, 2024. Sales and marketing expenses included severance and acquisition-related costs of approximately $1,199 for the nine months ended December 31, 2023.
Previous report
Sales and marketing expenses, after excluding severance and acquisition-related expenses, increased by approximately $1,757 for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023. The increase in sales and marketing expenses was primarily due to higher employee-related costs, including base salary and incentive compensation of $2,946. This increase was partially offset by lower costs for sales events and sales related travel of $614 and reduced facilities and other operating costs of $890.
Previous report
General and administrative expenses, after excluding severance, acquisition-related and business transformations costs, decreased by $787 for the three months ended December 31, 2024 compared to the three months ended December 31, 2023. The decrease was primarily due to lower professional fees of $1,576, depreciation and amortization of $832, and reduced bad debt expense of $446. These decreases were partially offset by higher personnel related costs, including stock-based compensation of $1,261 and higher other operating expenses, including software and license fees of $562.
Previous report
General and administrative expenses increased by $1,146 or 0.9% to $128,485 for the nine months ended December 31, 2024, compared to $127,339 for the nine months ended December 31, 2023. General and administrative expenses included severance, acquisition-related, and business transformation costs of approximately $3,033 for the nine months ended December 31, 2024. General and administrative expenses included severance, acquisition-related, and business transformation costs of $4,975 for the nine months ended December 31, 2023.
Previous report
General and administrative expenses, after excluding severance, acquisition-related, and business transformation costs, increased by $3,088 for the nine months ended December 31, 2024 compared to the nine months ended December 31, 2023. The increase was primarily due to higher employee related costs of $2,653 and other operating costs, including software and travel of approximately $2,852. These increases were partially offset by lower stock-based compensation expense of $1,749 and professional services, including audit, tax, and legal fees of $1,232.
Previous report
Income tax provision (benefit)
Previous report
During the three and nine months ended December 31, 2024, a tax provision expense of $2,412 and $5,562, respectively, resulted in an effective tax rate of (11.6)% and (8.2)%, respectively. Differences between the effective tax rate and the statutory tax rate primarily relate to foreign income expense and a valuation allowance on loss from operations.
Previous report
During the three and nine months ended December 31, 2023, a tax benefit of $2,845 and $5,097, respectively, resulted in an effective tax rate of 16.8% and 2.7%, respectively. Differences between the effective tax rate and the statutory tax rate primarily relate to the non-deductible goodwill impairment charge, tax limitations on deductions for compensation, state tax benefits and foreign rate differences.
Previous report
•$110,669 decrease in net loss;
Previous report
• $153,950 net decrease in non-cash charges during the nine months ended December 31, 2024 primarily related to the impairment of goodwill reported for the nine months ended December 31, 2023.
Reworded paragraphs (30)
Previous wording
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.
Current wording
Inflation, rising interest rates, supply chain disruptions and constraints, changes in regional or global business, political, macroeconomic and market conditions, including as a result of conflicts, hostilities, recessionary fears, the impact of global instability, domestic and foreign tariffs and other trade protection measures, 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.
Previous wording
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 systems and certain other ancillary platforms and systems. The Company completed 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 $1,976 of business transformation costs during the nine months ended December 31, 2024. These costs are recorded in General and Administrative expenses and Product Development expenses in our Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
Current wording
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 systems and certain other ancillary platforms and systems. The Company completed 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 $31 and $1,072 of business transformation costs during the three months ended June 30, 2025 and June 30, 2024, respectively. These costs are recorded in General and Administrative expenses and Product Development expenses in our Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
Previous wording
Additionally, the Company is in the process of initiating further transformation efforts. In October 2024, the Company began a transformation program intended to improve various measures across the organization. These measures include but are not limited to current and future operating expenses, cash flows, and personnel costs. Additionally, the initiatives intend to simplify and streamline business operations, including product optimization, procurement and cost optimization, and team restructuring. As part of the transformation program, we implemented a two phased reduction in our workforce, one in November 2024 and the other in January 2025. During the three and nine months ended December 31, 2024, the Company incurred expenses of $2,887, related to our transformation program primarily consisting of severance and other one-time termination benefits. The transformation program includes several other initiatives that are underway, and the Company expects the transformation program to be substantially completed by the first quarter of fiscal year 2026. The transformation program is targeted to yield more than $25,000 in annual cash expense savings, and the Company expects the program to be substantially implemented by the first quarter of fiscal year 2026.
Current wording
Additionally, the Company is in the process of initiating further transformation efforts. The Company launched an additional transformation effort in October 2024, in which the Company began a transformation program intended to improve various measures across the organization. These measures include but were not limited to current and future operating expenses, cash flows, and personnel costs. Additionally, the initiatives intend to simplify and streamline business operations, including product optimization, procurement and cost optimization, and team restructuring. As part of the transformation program, the Company implemented a two phased reduction in our workforce, one in November 2024 and the other in January 2025. No costs associated with our transformation program were incurred during the three months ended June 30, 2025. During the fiscal year ended March 31, 2025, the Company incurred expenses of $2,886, related to our transformation program primarily consisting of severance and other one-time termination benefits. The transformation program included several other initiatives and was substantially completed the transformation program in the fourth quarter of fiscal year 2025. The transformation program is targeted to yield more than $25,000 in annual cash expense savings.
Previous wording
Costs incurred in connection with the transformation program are categorized under two primary headings: severance costs and business transformation costs. The costs classified as severance costs primarily reflect expenses associated with workforce reductions aimed at realigning the Company’s structure as part of the transformation program. These severance-related expenses are directly tied to the Company's efforts to reduce headcount and optimize its labor force to better align with its long-term strategic goals. In addition, the business transformation costs primarily reflect investments made in the prior year for the upgrade of key business systems, including the implementation of a global cloud-based ERP system and a new HR system. These costs, while also part of the broader transformation efforts, are not related to workforce reductions but rather to the modernization of the Company’s technological infrastructure to support long-term operational improvements.
Current wording
The business transformation program is inclusive of multiple projects, to which the costs discussed in Note 15 specifically relates to the 2025 transformation program exclusively. Costs incurred in connection with the transformation program are categorized under two primary headings: severance costs and business transformation costs. The costs classified as severance costs primarily reflect expenses associated with workforce reductions aimed at realigning the Company’s structure as part of the transformation program. These severance-related expenses are directly tied to the Company's efforts to reduce headcount and optimize its labor force to better align with its long-term strategic goals. In addition, the business transformation costs primarily reflect investments made in the prior year for the upgrade of key business systems, including the implementation of a global cloud-based ERP system and a new HR system. These costs, while also part of the broader transformation efforts, are not related to workforce reductions but rather to the modernization of the Company’s technological infrastructure to support long-term operational improvements.
Previous wording
The following table sets forth our results of operations for the three and nine months ended December 31, 2024 and 2023 (in thousands):
Current wording
The following table sets forth our results of operations for the three months ended June 30, 2025 and 2024 (in thousands):
Previous wording
Over the three-month comparative periods, net revenue decreased by $7,997 or 5.6%, and over the nine-month comparative periods, net revenue decreased by $60,905 or 14.1%. See the segment discussion below for further details regarding net revenue.
Current wording
Net revenue increased by $12,937 or 11.0% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. See the segment discussion below for further details regarding net revenue.
Previous wording
ODS revenue for the nine months ended December 31, 2024, decreased by $36,808 or 12.6% compared to the nine months ended December 31, 2023. Revenue from content media increased by approximately $918 primarily due to increased activity with a carrier that resulted in higher daily active users on prepaid devices. In addition, application media revenue declined by approximately $37,726 for the nine months ended December 31, 2024. The decline in revenue in application media was primarily due to lower device volumes, partially offset by an increase in revenue-per-device in the US region and internationally. These decreases in revenue were primarily driven by the US and Canada regions and the Europe, Middle East, and Africa regions, partially offset by increases in the Asia Pacific and China regions.
Current wording
On Device Solutions revenue increased by $14,798 or 18.3% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Revenue from content media increased by approximately $860 primarily due to increased activity with content providers that resulted in higher daily active users on prepaid devices. Revenue from application media increased by approximately $18,352 due to an increase in new device volumes internationally, offset by a decrease in new device sales in the US, and an increase in revenue-per-device in the US and internationally and a decrease partially due to the winding down of certain strategic demand contracts in the current period.
Previous wording
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.
Current wording
Revenue share is reflective of amounts paid to our carrier and OEM partners, as well as app publishers and developers, and is 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 app development partners, the shared revenue is also recorded as a cost of revenue.
Previous wording
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.
Current wording
Other direct costs of revenue are comprised primarily of hosting expenses directly related to the generation of revenue, platform and bidding fees, and depreciation expense associated with capitalized software costs and amortization of developed technology intangible assets.
Previous wording
The increase in other direct costs for the three months ended December 31, 2024 was primarily due to higher platform and bidding fees. The increase in other direct costs of revenue as a percentage of total net revenue was due to the decline in total net revenue.
Current wording
Other direct costs of revenue increased by $3,014 to $10,804 for the three months ended June 30, 2025 and was 8.3% as a percentage of total net revenue compared to $7,790, or 6.6% of total net revenue, for the three months ended June 30, 2024. The increase in other direct costs was primarily due to higher platform and bidding fees and higher hosting costs between comparable periods.
Previous wording
Product development expenses include the development and maintenance of the Company’s product suite.
Current wording
Product development expenses include the development and maintenance of the Company’s product suite. Expenses in this area are primarily a function of personnel.
Previous wording
Product development expenses decreased by $2,833 or 21.7% to $10,203 for the three months ended December 31, 2024, compared to $13,036 for the three months ended December 31, 2023. Product development expenses included severance costs of approximately $491 for the three months ended December 31, 2024. Product development expenses included severance and business transformation costs of $1,681 for the three months ended December 31, 2023.
Current wording
Product development expenses decreased by $567 to $10,147 for the three months ended June 30, 2025 compared to $10,714 and for the three months ended June 30, 2024. Product development expenses included severance costs of $56 and $71 for the three months ended June 30, 2025 the three months ended June 30, 2024, respectively. Excluding severance costs, product development expenses decreased by $552 for the three months ended June 30, 2025.
Previous wording
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.
Current wording
Sales and marketing expenses represent the costs of sales and marketing personnel, advertising and marketing campaigns, and campaign management.
Previous wording
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.
Current wording
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.
Previous wording
General and administrative expenses decreased by $2,663 or 5.9% to $42,792 for the three months ended December 31, 2024 compared to $45,455 for the three months ended December 31, 2023. General and administrative expenses included severance, acquisition-related, and business transformation costs of approximately $1,585 for the three months ended December 31, 2024. General and administrative expenses included severance, acquisition-related, and business transformation costs of approximately $3,461 for the three months ended December 31, 2023.
Current wording
General and administrative expenses decreased by $608 to $42,909 for the three months ended June 30, 2025 compared to $43,517 for the three months ended June 30, 2024. General and administrative expenses included severance costs of $45 and business transformation costs of $31 for the three months ended June 30, 2025. General and administrative expenses included severance costs of $76 and business transformation costs of $1,072 for the three months ended June 30, 2024. Excluding severance costs and business transformation costs, general and administrative expenses increased by $464 for the three months ended June 30, 2025.
Previous wording
For the three and nine months ended December 31, 2024, interest expense, net, increased by $780 or 10.2% and $3,028 or 13.2%, respectively, compared to the three and nine months ended December 31, 2023. The increase was primarily due to an increase in interest rates of 70 basis points and 98 basis points, respectively, and higher average outstanding borrowings of $25,000 and $5,489, respectively, over the comparative periods.
Current wording
For the three months ended June 30, 2025, interest expense, net, increased by $1,704 or 20.7% compared to the three months ended June 30, 2024, primarily due to an increase in interest rates of 55 basis points and higher average outstanding borrowings of $12,660 over the comparative period.
Previous wording
Our primary sources of liquidity are our cash and cash equivalents, cash from operations, and borrowings under our Credit Agreement (“Amended and Restated Credit Agreement”) with Bank of America, N.A. (“BoA”). As of December 31, 2024, we had unrestricted cash of approximately $34,620 and restricted cash of approximately $694. Restricted cash consists primarily of cash held by a bank in a collateral account as collateral to cover the Company's corporate credit cards. The Company had $14,000 available to draw under the Amended and Restated Credit Agreement with BoA, excluding the accordion feature, subject to the required covenants. The Amended and Restated Credit Agreement matures in 2026. We incurred a net loss of $(23,131) and $(73,273), respectively, and generated cash from operating activities of $10,443 and $372, respectively for the three and nine months ended December 31, 2024.
Current wording
Our primary sources of liquidity are our cash and cash equivalents, cash from operations, and borrowings under our Amended and Restated Credit Agreement. As of June 30, 2025, we had unrestricted cash of approximately $33,427 and restricted cash of approximately $705. The Company had $40 available to draw under the Amended and Restated Credit Agreement, subject to the required covenants. The Amended and Restated Credit Agreement matures on August 29, 2026. With the Fifth Amendment, as described below, the Revolver was reduced to $411,000, and was fully drawn as of June 13, 2025. We incurred a net loss of $14,104 and generated cash from operating activities of $8,788 for the three months ended June 30, 2025.
Previous wording
Our principal cash requirements for the twelve-month period following this Report primarily consist of personnel costs, contractual payment obligations, including office leases, cloud hosting costs, capital expenditures, minimum commitments under hosting agreements (see Liquidity and Capital Resources—Hosting Agreements below) payment of interest and required principal payments under our Amended and Restated Credit Agreement, cash outlays for income taxes, and cash requirements to fund working capital. In the longer term, we would expect to have similar cash requirements.
Current wording
Our principal cash requirements for the twelve-month period following this Report primarily consist of refinancing our Amended and Restated Credit Agreement and payment of interest and required principal payments thereunder in addition to personnel costs, contractual payment obligations, including office leases, cloud hosting costs, capital expenditures, minimum commitments under hosting agreements (see Liquidity and Capital Resources—Hosting Agreements below), cash outlays for income taxes, and cash requirements to fund working capital.
Previous wording
We are exploring various cost saving opportunities, namely through the Company’s recently initiated transformation program, and we intend to continue seeking opportunities to generate additional revenue through operations. There can be no assurance that we will be successful in our plans described above. If we are unable to effectively implement additional cost reductions, generate additional revenue or refinance our Amended and Restated Credit Agreement or raise additional funding, we may be forced to delay, reduce or eliminate some or all of our strategic operational efforts and product and service expansion, and our business, financial condition and results of operations could be materially and adversely affected.
Current wording
We have been and are continuing to explore various cost saving opportunities, namely through the Company’s transformation program, and we intend to continue seeking opportunities to generate additional revenue through operations. There can be no assurance that we will be successful in our plans described above. If we are unable to effectively implement additional cost reductions, generate additional revenue or refinance our Amended and Restated Credit Agreement or raise additional funding, we may be forced to delay, reduce or eliminate some or all of our strategic operational efforts and product and service expansion, and our business, financial condition and results of operations could be materially and adversely affected.
Previous wording
We believe our existing cash and cash equivalents, cash flow from operations and undrawn available balance under our Amended and Restated Credit Agreement will be sufficient to meet our working capital and other business requirements for at least 12 months from the filing date of this Report. However, 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 Amended and Restated Credit Agreement 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, 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. See Part I, Item 1A, “Risk Factors,” in its Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Securities and Exchange Commission on May 28, 2024, for additional information related to the foregoing risks.
Current wording
As described above, we are currently seeking to refinance the Amended and Restated Credit Agreement before August 29, 2025 and are exploring options to raise additional capital through a new credit facility with new lenders or the sale of equity securities or equity-linked or debt-financing arrangements. If we successfully refinance the Amended and Restated Credit Agreement by August 29, 2025 on acceptable terms, we believe our existing cash and cash equivalents, cash flow from operations and any available balance under a new financing arrangement would be sufficient to meet our working capital and other business requirements for at least 12 months from the filing date of this Report. However, 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 and our ability to access capital markets and refinance our Amended and Restated Credit Agreement, 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 the U.S. and global economic climate uncertainty, the impact of tariffs, the state of the equity and debt markets and the ability to raise capital in such markets, health epidemics, 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, refinance our Amended and Restated Credit Agreement or to fund our other liquidity needs. See Part I, Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission on June 16, 2025, for additional information related to the foregoing risks.
Previous wording
Our outstanding secured indebtedness under the Amended and Restated Credit Agreement is $411,000 as of December 31, 2024. The maturity date of the Amended and Restated Credit Agreement is April 29, 2026, and the outstanding balance is classified as long-term debt, net of debt issuance costs of $2,846, on our consolidated balance sheets as of December 31, 2024. For further description of the terms of the Amended and Restated Credit Agreement, see Note 11—Debt under the heading “Revolver” in the notes to our condensed consolidated financial statements under Part I, Item 1 of this Report.
Current wording
Our outstanding secured indebtedness under the Amended and Restated Credit Agreement is $410,960 as of June 30, 2025. The maturity date of the Amended and Restated Credit Agreement is August 29, 2026, and the outstanding balance is classified as long-term debt, net of debt issuance costs of $10,457, on our consolidated balance sheets as of June 30, 2025. For further description of the terms of the Amended and Restated Credit Agreement, see Note 11—Debt under the heading “Revolver” in the notes to our condensed consolidated financial statements under Part I, Item 1 of this Report.
Previous wording
The Company entered into a Fourth Amendment to the Amended and Restated Credit Agreement on August 6, 2024 to renegotiate its required covenants. Refer to Note 11—Debt for further discussion. As of December 31, 2024, we were in compliance with all covenants under the Amended and Restated Credit Agreement.
Current wording
The Company entered into a Fourth Amendment to the Amended and Restated Credit Agreement on August 6, 2024 to revise certain covenants and address certain other matters. The Company entered into a Fifth Amendment to the Amended and Restated Credit Agreement on June 13, 2025 to extend the maturity date of the Amended and Restated Credit Agreement from April 29, 2026 to August 29, 2026, revise certain covenants and address certain other matters. Refer to Note 11—Debt for further discussion. As of June 30, 2025, we were in compliance with all covenants under the Amended and Restated Credit Agreement.
Previous wording
In the future, we may attempt to raise additional capital through the sale of equity securities or through equity-linked or debt-financing arrangements. If we raise additional funds by issuing equity or equity-linked securities, the ownership of our existing stockholders will be diluted. If we raise additional financing by incurring additional indebtedness, we may be subject to increased fixed payment obligations and could also be subject to additional restrictive covenants and other operating restrictions that could adversely impact our ability to conduct our business. Any future indebtedness we incur may result in terms that could be less unfavorable to the Company.
Current wording
As described above, we are currently seeking to refinance the Amended and Restated Credit Agreement before August 29, 2025 and are exploring options to raise additional capital through a new credit facility with new lenders or the sale of equity securities or equity-linked or debt-financing arrangements. If we raise additional funds by issuing equity or equity-linked securities, it may be at a price and on terms and conditions that are less favorable to the Company, and the ownership of our existing stockholders will be diluted. If we raise additional financing by incurring new indebtedness, we may be subject to increased interest rates, increased fixed payment obligations and could also be subject to additional restrictive covenants and other operating restrictions that could adversely impact our ability to conduct our business. Any future indebtedness we incur may result in terms that could be less favorable to the Company. We cannot assure you that we will be able to refinance any of our indebtedness or enter into equity or equity-linked financing arrangements on commercially reasonable terms, or at all.
Previous wording
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 $244,388 over the next six fiscal years.
Current wording
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 $221,229 over the next five fiscal years.
Previous wording
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 $372 for the nine months ended December 31, 2024, compared to $40,433 for the nine months ended December 31, 2023. The decrease of $40,061 was due to the following:
Current wording
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 (used in) operating activities was $8,788 for the three months ended June 30, 2025, compared to $(1,352) for the three months ended June 30, 2024. The increase of $10,140 was due to the following:
Previous wording
•$3,220 net increase due to changes in operating assets and liabilities, driven primarily by working capital changes, specifically accounts receivable and other current assets;
Current wording
•$4,736 net decrease due to changes in operating assets and liabilities, driven primarily by working capital changes, specifically a decrease in the change in accounts payable due to lower operating expenses as well as acceleration of billing processes, offset by an increase in the change in accounts receivable due to increased revenue and accrued revenue share, which increased with the timing of publisher invoices received towards the end of the quarter;
Previous wording
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 nine months ended December 31, 2024, net cash used in investing activities decreased by $6,464 to $20,533. Our cash used in investing activities for the nine months ended December 31, 2024 and December 31, 2023, was primarily comprised of capital expenditures related to internally-developed software.
Current wording
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 three months ended June 30, 2025, net cash used in investing activities increased by $1,685 to $7,616. Our cash used in investing activities for the three months ended June 30, 2025 and June 30, 2024, was primarily comprised of capital expenditures related to internally-developed software.
Previous wording
For the nine months ended December 31, 2024, net cash provided by financing activities was $23,245, which was comprised of: (1) the repayment of debt obligations of $13,000, (2) a payment of $1,627 for debt issuance costs, and (3) payment of payroll withholding taxes for net share settlement of equity awards of $231. These cash outflows were offset by cash inflows comprising of proceeds from borrowings of $38,000 and stock option exercises of $103.
Current wording
For the three months ended June 30, 2025, net cash used in financing activities was $8,456, which was comprised of: (1) the repayment of debt obligations of $40, (2) a payment of $9,298 for debt issuance costs, and (3) payment of payroll withholding taxes for net share settlement of equity awards of $144. These cash outflows were offset by cash inflows comprising of stock option exercises of $1,560.
Previous wording
For the nine months ended December 31, 2023, net cash used in financing activities was $39,275, which was comprised of: (1) the repayment of debt obligations of $62,134, (2) payment of payroll withholding taxes for net share settlement of equity awards of $1,176, and (3) payment of $3,751 for the acquisition of the remaining minority interest shareholders’ outstanding shares in one of our subsidiaries. These cash outflows were offset by cash inflows from proceeds from borrowings of $25,000 and stock option exercises of $2,786.
Current wording
For the three months ended June 30, 2024, net cash provided by financing activities was $9,966, which was comprised of: (1) the repayment of debt obligations of $7,000, and (2) payment of payroll withholding taxes for net share settlement of equity awards of $48. These cash outflows were offset by cash inflows from proceeds from borrowings of $17,000 and stock option exercises of $14.
Previous wording
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, 2024, and Note 2—Basis of Presentation and Summary of Significant Accounting Policies,” of this Report on Form 10-Q for our fiscal third quarter ended December 31, 2024.
Current wording
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, 2025, and Note 2—Basis of Presentation and Summary of Significant Accounting Policies,” of this Report on Form 10-Q for our fiscal first quarter ended June 30, 2025.