Digital Turbine Announces Completion of Acquisition of AdColony and Provides Business Update

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Strong Preliminary Results and Outlook for Both Digital Turbine and AdColony Reflect Continuing Business Momentum

Expanded Credit Facility to Help Fund Acquisitions and Provide Additional Support for Future Growth Initiatives

Digital Turbine, Inc., announced today that it has completed its acquisition of AdColony Holding AS (“AdColony”). The acquisition of AdColony, a leading mobile advertising platform servicing advertisers and publishers with a reach of more than 1.5 billion monthly global users, is integral to Digital Turbine’s expressed strategy to provide a comprehensive media and advertising solution for our operator and OEM partners while enriching the mobile experience for end users by delivering highly relevant content.  Ad Colony’s proprietary video technologies and rich media formats are widely viewed as best-in-class technology delivering industry-leading third-party verified viewability rates for well-known global brands, such as Disney, Amazon and BMW.

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“We are excited to have formally closed the acquisition of AdColony,” said Bill Stone, CEO of Digital Turbine.  “We believe that this strategic transaction, along with the previously completed acquisition of Appreciate and pending completion of the Fyber acquisition, will synergistically accelerate our growth and is a real positive for our partners, advertisers, employees and shareholders. With the addition of AdColony, we will expand our collective experience, reach and suite of capabilities to benefit mobile advertisers and publishers around the globe.  Performance-based spending trends by large, established brand advertisers present material upside opportunities for platforms with unique technology deployable across exclusive access to inventory.”

March Quarter Preliminary Results for AdColony

AdColony previously announced unaudited financial results for its first quarter ended March 31, 2021.  Revenue for AdColony for the first quarter is estimated to be approximately $58.3 million, representing growth of 37% as compared to revenue in the first quarter of 2020.

All historical financial information for AdColony referenced above is based on International Financial Reporting Standards, is unaudited, and is subject to adjustment based on completion of the audit of AdColony’s financial statements, which adjustments may be material. Investors therefore should not place undue reliance on such unaudited financial information. Following the closing of the acquisition, the Company intends to file the financial statements of AdColony and furnish pro forma financial information as required by Securities and Exchange Commission rules.

Digital Turbine Business Update

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Fourth Quarter and Fiscal Year 2021 Preliminary Results for Digital Turbine

Digital Turbine announced today preliminary, unaudited financial results for its fourth quarter and fiscal year ended March 31, 2021:

  • Revenue for the fourth quarter of fiscal 2021 is expected to be approximately $95.1 million, representing a 142% increase on an as-reported basis as compared to revenue of $39.4 million in the fourth quarter of fiscal 2020. On a pro forma basis to account for the Mobile Posse acquisition completed on February 28, 2020, revenue for fourth quarter of fiscal 2021 increased 101% year-over-year, as compared to pro forma revenue for the fourth quarter of fiscal 2020.
  • Revenue for full fiscal year 2021 is expected to be approximately $313.6 million, representing a 126% increase on an as-reported basis, as compared to revenue of $138.7 million reported in fiscal year 2020. On a pro forma basis to account for the Mobile Posse acquisition completed on February 28, 2020, fiscal 2021 revenue increased 64%, as compared to pro forma revenue for fiscal 2020.

Digital Turbine, Inc. Revenue (in millions)

Q4 Fiscal 2021

Q4 Fiscal 2020

Y/Y Growth

As Reported

$95.1

$39.4

142%

Pro Forma1

$95.1

$47.2

101%

Fiscal 2021

Fiscal 2020

Y/Y Growth

As Reported

$313.6

$138.7

126%

Pro Forma1

$313.6

$190.9

64%

1Unaudited pro forma revenue results for the fourth quarter and fiscal year 2020 include the contribution from the Mobile Posse acquisition (which was completed on February 28, 2020) for the full periods shown, as if the transaction were completed on April 1, 2019.

Preliminary, unaudited historical financial results for Digital Turbine discussed above do not include any contribution from the now-completed AdColony acquisition and are based on information available as of April 29, 2021 and management’s initial review of operations for the fourth quarter and fiscal year ended March 31, 2021. The financial results reported above are preliminary, unaudited, and subject to adjustment based on completion of the audit of the Company’s financial statements, which adjustments may be material.  Investors should therefore not place undue reliance on such preliminary results.

The Company will report full financial results and select operating metrics for the fourth quarter and fiscal year 2021, along with forward guidance, as part of its forthcoming fourth quarter earnings call.

“Our breakout momentum continued to accelerate in the March quarter,” said Bill Stone, CEO of Digital Turbine.  “We more than doubled our revenue year-over-over on a pro forma basis during the quarter, as we continue to see strong demand for both our Application Media and Content Media offerings. The underlying strength and profitability of our core on-device business will only further enhance the addressable market opportunity for our vertical integration strategy now underway via the AdColony and Appreciate acquisitions, and the pending completion of the Fyber acquisition, currently expected to close in the June quarter. Once the combined organization and respective technologies are fully unified and integrated, we believe that our unique end-to-end platform capabilities will unlock significant new monetization opportunities. We look forward to providing more specific details regarding expected platform synergies and forward financial projections for the combined organization on our next earnings call.”

Preliminary Business Outlook

Based on information available as of April 29, 2021, and including the results of AdColony beginning on April 29, 2021 (the closing date of the acquisition), the Company currently expects the following for the first quarter of fiscal 2022:

  • Revenue of between $135 million and $140 million
  • Non-GAAP Adjusted EBITDA1 of between $25 million and $27 million

Please note that the business outlook above does not include any anticipated contribution from the Fyber acquisition, which is currently expected to close in the June quarter. Fyber separately provided preliminary results for its March quarter, as well as upwardly revised forward guidance, via a news release issued on April 21, 2021. Fyber estimates total revenue in excess of €85 million in the March quarter, representing year-over-year growth of 179%.  Fyber increased guidance for total revenue for full year 2021 to a range of €300 million to €350 million. The full news release detailing the updated outlook can be accessed on the investor relations portion of Fyber’s website.

All historical financial information for Fyber referenced above is based on International Financial Reporting Standards, is unaudited, and is subject to adjustment based on completion of the audit of Fyber’s financial statements, which adjustments may be material. Investors therefore should not place undue reliance on such unaudited financial information. Following the closing of the acquisition of Fyber, the Company intends to file the financial statements of Fyber and furnish pro forma financial information as required by Securities and Exchange Commission rules.

It is not reasonably practicable to provide a business outlook for GAAP net income from continuing operations because the Company cannot reasonably estimate the changes in stock-based compensation expense, which is directly impacted by changes in the Company’s stock price, any adjustment to contingent earn-out provisions, which will continue to be adjusted to fair value through the end of the earn-out period, or other items that are difficult to predict with precision.

Amended and Restated Credit Agreement

On April 29, 2021, the Company entered into an amended and restated credit facility agreement with Bank of America, N.A., as a lender and administrative agent, and a syndicate of lenders, which provides for a revolving line of credit of $400 million, to be used for working capital, acquisitions, and general corporate purposes.  The revolving line of credit contains an accordion feature that permits an increase of the revolver by up to $75 million plus an amount that would enable the loan parties to remain in compliance with a consolidated secured net leverage ratio, based on terms agreed upon by the lenders.  The revolving line of credit matures on April 29, 2026.

“We are pleased to once again partner with Bank of America, N.A. on an expanded credit facility, which provides the Company greater financial flexibility, and does so at highly attractive terms, in our opinion. We believe this larger facility, along with the continued profitability growth of the Company, will help support our current and future growth initiatives, enabling us to execute on our comprehensive global growth strategy,” said Barrett Garrison, CFO.

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