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Item 2 — Management's Discussion and Analysis
Digital Turbine, Inc. · 10-Q · Q1 FY2027 · Period ended Jun 30, 2026
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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, as amended (the “Exchange Act”). Forward-looking statements involve substantial risks and uncertainties. When used in this Report, the words “anticipate,” “believe,” “estimate,” “expect,” “will,” “seek,” “should,” “could,” “can,” “would,” “may,” “might,” “intend,” “plan,” “target,” “project,” “contemplate,” “predict,” “suggest,” “potential,” and “continue” and the negative of these words and other 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, 2026, 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 estimates based on assumptions, known historical 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,” “we,” or “us”), 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 for the Three Months Ended June 30, 2026
The Company announced a strategic partnership with Orange, one of the world's leading telecommunications operators, serving 340 million customers across 26 countries in the EMEA region. Through this partnership, Digital Turbine will bring its alternative app distribution platform and its SingleTap technology to Orange subscribers during the latter half of this fiscal year.
The Company announced Artificial Intelligence (“AI”)-focused collaborations with Google Cloud and Databricks. Through the integration of Databricks Genie Spaces and Databricks Apps into its technology stack, the Company is accelerating its data and AI strategy to enable smarter and privacy-conscious mobile experiences at a global scale. The Company is embedding AI directly into the core intelligence systems powering its platform to improve targeting, recommendations, and real-time optimization across apps, devices, and on-device surfaces.
The Company named Benneaser John as its Chief Technology Officer on April 6, 2026. Mr. John brings extensive AI and enterprise technology leadership experience to the Company.
The Company entered into an agreement with a third-party to sell its dormant exchange (the “Exchange”), originally acquired in connection with the AdColony acquisition in 2021, for total cash consideration of $4,700. The Company will recognize the gain in the second quarter of fiscal 2027 and has used the proceeds to pay down a portion of its outstanding debt.
As a result of achieving certain leverage ratio thresholds under its Financing Agreement, the applicable
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margin of the Company’s most significant loan tranche was reduced by 50 basis points.
Amendment to Financing Agreement
On April 20, 2026, the Company amended its Financing Agreement. The amendment reduced the liquidity covenant requirement for the period between April 1, 2026 and December 31, 2026 from $20,000 to $15,000 and modified the timing and amount of its exit and duration fees. The Company (i) paid a $5,000 amendment fee, capitalized as original debt discount to be amortized over the remaining term of the Financing Agreement; (ii) limited its remaining exit fees to $1,350; and (iii) limited future duration fees to $5,000, payable in cash, which will be waived if the Company prepays the principal of a certain tranche of the outstanding term loan by December 31, 2026. The exit fees were added to the outstanding principal balance on the Amendment Date.
Impact of Economic Conditions and Geopolitical Developments
The Company, as a global company, is subject to negative impacts and risks related to prevailing macroeconomic conditions and significant events with macroeconomic impacts, including, but not limited to, the wars in Ukraine, Israel, Gaza, Iran, Lebanon and Syria, geopolitical tensions involving China including but not limited to various U.S. federal and state governmental agencies continued examination of the distribution and use of apps developed and/or published by China-based companies, market conditions related to inflation, recessionary concerns, fluctuating foreign currency exchange rates, increases in trade tariffs, changes in interest rates, uncertainty over liquidity concerns in the broader financial services industry, supply chain, including the continued global memory chip shortage associated with high AI demand, and energy market disruption issues. As a result of these macroeconomic conditions and uncertainties, certain of our customers have, and others may, defer or reduce their use of our services, which has had, and could in the future have, a negative impact on our net revenues. We have suspended our business activities in Russia and Belarus to the extent required by applicable law, but such suspension has not had, and we do not expect it to have, a material impact on our financial results. Despite our significant presence in the region, we do not expect the ongoing conflicts in Iran, Israel, Gaza, Lebanon, and Syria to have a material impact on our operations or our financial results. In addition, our borrowings outstanding under our Financing Agreement currently bear interest at variable rates and may continue to fluctuate as a result of changes in interest rates. We continuously monitor the direct and indirect impacts of these events on our business and financial results, as well as the overall global economy, and we anticipate that these macroeconomic events could continue to negatively impact our results of operation.
See Part I, Item 1A, “Risk Factors,” in its Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the Securities and Exchange Commission on May 26, 2026, for additional information related to risks associated with macroeconomic challenges.
Components of Results of Operations
Net Revenue
The Company generates revenue from transactions for the purchase and sale of digital advertising inventory through our various platforms and service offerings. Our revenue is based on fixed cost-per-thousand (“CPM”), cost-per-install (“CPI”), or cost-per-acquisition (“CPA”) arrangements or a percentage of the ad spend through our platforms. The Company recognizes revenue upon fulfillment of our performance obligation to our customers, which generally occurs at the point in time when an ad is rendered or an end consumer action, such as an app install, is completed.
Cost of Revenue and Operating Expenses
Revenue share includes amounts paid to our carrier and OEM partners, as well as app publishers and developers through revenue sharing arrangements or via direct CPM, CPI, CPA, or cost-per-placement (“CPP”) arrangements, and are recorded as a cost of revenue. In addition, when indirect arrangements exist through advertising aggregators (ad networks) and revenue is shared with our carrier and app development partners, the shared revenue is also recorded as a cost of revenue.
Other direct costs of revenue are comprised primarily of hosting expenses directly related to the generation of revenue and bidding and platform fees associated with the Company’s exchange platform.
Product development expenses include the development and maintenance of the Company’s product suite and are primarily a function of employee-related costs, which include salaries, incentive compensation, and benefits as well as professional services fees, hosting expenses, and software costs. The Company capitalizes certain product development costs related to developing new functionality for our products, which may cause our product
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development expense to fluctuate from period to period.
Sales and marketing expenses represent the costs of sales and marketing personnel, which include salaries, incentive compensation, and benefits in addition to advertising, marketing campaigns and campaign management, professional services fees, travel, and software costs. The Company capitalizes certain sales and marketing costs related to developing new functionality for our products, which may cause our sales and marketing expense to fluctuate from period to period.
General and administrative expenses consist primarily of costs incurred to support our business operations across the parent and subsidiary companies, and include employee-related expenses such as salaries, incentive compensation and benefits for employees engaged in finance, accounting, legal, human resources and administration as well as other costs such as professional services and consulting fees, software costs, travel, facilities costs, insurance, stock-based compensation, and depreciation and amortization expense.
Interest and other income (expense), net
Interest expense, net consists of interest paid and accrued on our debt and amortization of debt discount, debt issuance costs, and exit and duration fees, offset by interest income earned on our cash and cash equivalents. Since the borrowings outstanding under our credit agreement currently bear interest at variable rates, we expect our interest expense may continue to fluctuate as a result of changes in interest rates.
Unrealized gain (loss) on derivatives represents the fair value re-measurement of the 2025 Warrants at each balance sheet date and is heavily dependent on the price of our common stock at each reporting period. These remeasurements will continue until the 2025 Warrants are exercised or expire.
Foreign exchange transaction gain (loss) consists of the revaluation of assets or liabilities that are denominated in currencies other than the functional currency of our applicable operating subsidiaries.
Other income (expense), net primarily consists of non-recurring transactions for the Company.
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RESULTS OF OPERATIONS
The following table sets forth our results of operations for the three months ended June 30, 2026 and 2025:
Three Months Ended June 30,
2026 2025
Amount Percentage of Revenue Amount Percentage of Revenue Change
Net revenue $ 165,983 100.0 % $ 130,926 100.0 % 26.8 %
Costs of revenue and operating expenses
Revenue share 71,048 42.8 58,138 44.4 22.2
Other direct costs of revenue 12,964 7.8 10,804 8.3 20.0
Product development 10,590 6.4 10,147 7.8 4.4
Sales and marketing 15,333 9.2 13,589 10.4 12.8
General and administrative 32,987 19.9 42,909 32.8 (23.1)
Total costs of revenue and operating expenses 142,922 86.1 135,587 103.6 5.4
Income (loss) from operations 23,061 13.9 (4,661) (3.6) (594.8)
Interest and other expense, net
Interest expense, net (12,890) (7.8) (9,954) (7.6) 29.5
Unrealized loss on derivatives (10,799) (6.5) — — 100.0
Foreign exchange transaction gain (loss) 681 0.4 (914) (0.7) (174.5)
Other expense, net (9,094) (5.5) (668) (0.5) n/m
Total interest and other expense, net (32,102) (19.3) (11,536) (8.8) 178.3
Loss before income taxes (9,041) (5.4) (16,197) (12.4) (44.2)
Income tax expense (benefit) 2,288 1.4 (2,093) (1.6) (209.3)
Net loss $ (11,329) (6.8) % $ (14,104) (10.8) % (19.7) %
Comparison of Our Results of Operations for the Three Months Ended June 30, 2026 to June 30, 2025:
Net revenue
Three Months Ended June 30,
2026 2025 Change
Net revenue
On Device Solutions $ 109,996 $ 95,448 15.2 %
App Growth Platform 56,596 36,292 55.9
Elimination (609) (814) (25.2)
Total net revenue $ 165,983 $ 130,926 26.8 %
Net revenue increased by $35,057 or 26.8% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. See the segment discussion below for further details regarding net revenue.
On Device Solutions
On Device Solutions revenue increased by $14,548, or 15.2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and was primarily driven by improved performance internationally. Revenue from application media increased by approximately $13,714 due to an increase in new device volumes and revenue-per-device internationally, partially offset by a decrease in new device sales and revenue-per-device in the U.S., in addition to increased activity of certain strategic demand contracts in the current period.
App Growth Platform
App Growth Platform revenue increased by $20,304, or 55.9%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, and was primarily driven by improved performance in the Asia Pacific and China regions. The increase was primarily a result of an increase in advertising exchange revenue of $14,342, which was largely due to the continued onboarding and growth of new publishers and demand partners.
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Brand and performance advertising increased approximately $5,962, which was largely due to increased spend by major partners.
Costs of revenue and operating expenses
Three Months Ended June 30,
2026 2025 Change
Costs of revenue and operating expenses
Revenue share $ 71,048 $ 58,138 22.2 %
Other direct costs of revenue 12,964 10,804 20.0
Product development 10,590 10,147 4.4
Sales and marketing 15,333 13,589 12.8
General and administrative 32,987 42,909 (23.1)
Total costs of revenue and operating expenses $ 142,922 $ 135,587 5.4 %
Revenue share
Revenue share increased by $12,910, or 22.2%, to $71,048 for the three months ended June 30, 2026, compared to $58,138 for the three months ended June 30, 2025. The increase in revenue share is primarily attributable to higher net revenues when comparing the two periods. Revenue share as a percentage of total net revenue was 42.8% and 44.4% for the three months ended June 30, 2026 and 2025, respectively. The decrease in revenue share as a percentage of total net revenue was primarily due to revenue mix changes, as evidenced by the growth in our AGP segment during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Other direct costs of revenue
Other direct costs of revenue increased by $2,160, or 20.0%, to $12,964 for the three months ended June 30, 2026 and was 7.8% as a percentage of total net revenue compared to $10,804, or 8.3% of total net revenue, for the three months ended June 30, 2025. The increase in other direct costs was primarily due to higher platform and bidding fees and higher hosting costs between comparable periods.
Product development
Product development expenses increased by $443, or 4.4%, to $10,590 for the three months ended June 30, 2026 compared to $10,147 for the three months ended June 30, 2025. The increase in product development expense, was primarily due to increases in hosting, software, and other license costs of $462 and personnel-related costs of $392, as well as lower offsetting capitalization of labor costs related to internally-developed software of $805. These increases were partially offset by a decrease in professional services costs of $1,238.
Sales and marketing
Sales and marketing expenses increased by $1,744, or 12.8%, to $15,333 for the three months ended June 30, 2026 compared to $13,589 for the three months ended June 30, 2025. The increase in sales and marketing expense was primarily due to higher personnel-related costs of $1,401 and professional services costs of $325.
General and administrative
General and administrative expenses decreased by $9,922, or 23.1%, to $32,987 for the three months ended June 30, 2026 compared to $42,909 for the three months ended June 30, 2025. The decrease in general and administrative expenses was primarily due to decreased depreciation and amortization costs of $6,532 and share-based compensation costs of $3,699.
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Interest and other expense, net
Three Months Ended June 30,
2026 2025 Change
Interest and other expense, net
Interest expense, net $ (12,890) $ (9,954) 29.5 %
Unrealized loss on derivatives (10,799) — 100.0
Foreign exchange transaction gain (loss) 681 (914) (174.5)
Other expense, net (9,094) (668) n/m
Total interest and other expense, net $ (32,102) $ (11,536) 178.3 %
Interest expense, net
For the three months ended June 30, 2026, interest expense, net, increased by $2,936, or 29.5%, compared to the three months ended June 30, 2025, primarily due to an increase in the applicable margins on our outstanding debt. The average interest rate was 11.65% and 8.63% for the three months ended June 30, 2026 and 2025, respectively.
Unrealized loss on derivatives
For the three months ended June 30, 2026, the Company recognized an unrealized loss on derivatives of $10,799. There was no comparable amount for the three months ended June 30, 2025. The increase was due to the issuance of the 2025 Warrants in connection with the Company’s Financing Agreement. The Company classified these warrant instruments as derivative liabilities at fair value and adjusted the instruments to fair value at each reporting period.
Foreign exchange transaction gain (loss)
For the three months ended June 30, 2026, the Company recorded foreign exchange transaction gains of $681 compared to losses of $914 for the three months ended June 30, 2025. These amounts are 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.
Other expense, net
For the three months ended June 30, 2026, other expense, net increased $8,426 to $9,094 compared to $668 for the three months ended June 30, 2025. The increase in other expense, net was primarily due to a non-cash fair value adjustment of $9,281 relating to the revaluation of one of the Company’s non-marketable, strategic equity investments. The increase was partially offset by a reduction in professional services fees associated with the Company's financing transactions, which were incurred in the three months ended June 30, 2025 and did not recur in the current period. For further description of the Company’s non-marketable equity investments, see Note 3—Fair Value Measurements in the notes to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Income tax expense (benefit)
Three Months Ended June 30,
2026 2025 Change
Loss before taxes $ (9,041) $ (16,197) (44.2) %
Income tax expense (benefit) 2,288 (2,093) (209.3)
Effective tax rate (25.3) % 12.9 %
Income tax expense increased $4,381, or 209.3%, to $2,288 for the three months ended June 30, 2026 from a benefit of $2,093 for the three months ended June 30, 2025. The increase in our tax expense is primarily due to the reduction in our loss before taxes when comparing the two periods as well as changes to our valuation allowances and other discrete items.
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Liquidity and Capital Resources
Liquidity
Our primary sources of liquidity are our cash and cash equivalents, cash from operations, and borrowings under the Financing Agreement. As of June 30, 2026, we had unrestricted cash of approximately $42,930 and restricted cash of approximately $276. For the three months ended June 30, 2026, the Company generated a net loss of $11,329 and cash from operating activities of $17,859.
Our principal cash requirements for the twelve-month period following this Report primarily consist of refinancing certain loan tranches under the Financing Agreement and payment of interest and required principal payments thereunder in addition to employee-related 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.
We may from time to time seek to refinance existing indebtedness or raise additional capital through equity or debt financing arrangements in order to optimize our capital structure and reduce borrowing costs. Under the Financing Agreement, the Company is required to pay duration fees of $5,000 if one of the two remaining tranches of term loans is not repaid by December 31, 2026. See Note 9—Debt in the notes to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for a discussion of the exit and duration fees. If we successfully refinance such loans on acceptable terms, we believe our existing cash and cash equivalents, cash flow from operations, and ability to access debt financing arrangements 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 such loans, 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 macroeconomic factors like labor shortages, supply chain disruptions, and inflation, and geopolitical developments, including the conflicts in Ukraine, Iran, Israel, Gaza, Lebanon and Syria and the political climate related to China. We cannot guarantee we will generate sufficient cash flow from operations, or that future borrowings or capital markets transactions will be available, in amounts sufficient to enable us to pay our debt, refinance our existing indebtedness or to fund our other liquidity needs. We have been and are continuing to explore various cost-saving opportunities, 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 existing indebtedness or raise additional capital through equity or debt financing arrangements, 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. See Part I, Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 for additional information related to the foregoing risks.
Capital Resources
Our outstanding secured indebtedness under the Financing Agreement was $387,800 as of June 30, 2026. The term loans under the Financing Agreement are fully borrowed and there is no further borrowing capacity under the Financing Agreement. The maturity date of the Financing Agreement is August 29, 2029, and the outstanding balance is classified as long-term debt, net of original debt discount of $14,704, debt issuance costs of $6,966, unamortized exit and duration fees of $13,267, and the current portion of long-term debt of $9,375 on our consolidated balance sheet as of June 30, 2026. For further description of the terms of the Financing Agreement, see Note 9—Debt in the notes to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
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.
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Our Financing Agreement also contains a maximum leverage ratio and minimum liquidity amount. 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.
As of June 30, 2026, we were in compliance with all covenants under the Financing Agreement.
As described above, we may from time to time seek to refinance existing indebtedness or raise additional capital through equity or debt financing arrangements in order to optimize our capital structure and reduce borrowing costs. 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 guarantee 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.
If the Company is unable to refinance certain loan tranches under the Financing Agreement by December 31, 2026, the Company will be required to pay duration fees in the amount of $5,000. See Note 9— Debt in the notes to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for a discussion of the exit and duration fees.
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 $37,469 for the remaining nine months of fiscal year 2027 and $144,000 over the next three fiscal years through March 31, 2030. See Note 13—Commitments and Contingencies in the notes to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Cash Flow Summary
Three Months Ended June 30,
2026 2025 Change
Net cash provided by operating activities $ 17,859 $ 8,788 103.2 %
Net cash used in investing activities (1,979) (7,616) (74.0)
Net cash used in financing activities (9,690) (8,456) 14.6
Effect of exchange rate changes on cash, cash equivalents and restricted cash (944) 1,332 (170.9)
Net change in cash, cash equivalents and restricted cash $ 5,246 $ (5,952) (188.1) %
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. If we cannot increase our revenue levels and manage costs appropriately, our future cash flows from operating activities may be negatively affected. Cash provided by operating activities was $17,859 and $8,788 for the three months ended June 30, 2026 and 2025, respectively.
The increase of $9,071 in net cash provided by operating activities during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was due primarily to the $27,722 increase in operating income, partially offset by decreases in non-cash depreciation and amortization expenses and stock-based compensation expense of $6,532 and $3,819 respectively. Additionally, our operating cash flows were affected by increases in cash paid for income taxes and interest in the amounts of $4,440 and $2,920, respectively.
Investing Activities
Our primary investing activities consist of purchases of property and equipment, sales of assets, capital expenditures in support of creating and enhancing our technology infrastructure, and to a lesser extent acquisitions
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of businesses. Net cash used in investing activities decreased by $5,637 when comparing the three months ended June 30, 2026 to 2025, and this decrease was primarily due to $4,700 of proceeds from the sale of the Exchange during the three months ended June 30, 2026. There was no comparable transaction during the three months ended June 30, 2025.
Financing Activities
Financing cash flows consist primarily of repayments associated with our long-term debt, proceeds from the issuance of shares of common stock through our equity incentive plans, and the repurchase of common stock to satisfy withholding tax requirements related to the settlement of restricted stock units, including our performance-based restricted stock units.
Net cash used in financing activities increased $1,234 during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily as a result of higher principal payments on the Company’s long-term debt in the amount of $4,700 and a $5,000 payment for original issue discount in connection with our amendment to the Financing Agreement, partially offset by a decrease of $9,298 in payments relating to debt issuance costs. Additionally, proceeds from options exercised decreased by $1,279 when comparing the two periods. Principal payments for the three months ended June 30, 2026 included $4,700 resulting from the sale of the Exchange. For further description of the terms of and amendment to the Financing Agreement, see Note 9—Debt in the notes to the condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
During the three months ended June 30, 2026 and 2025, the Company withheld and retired shares of common stock to satisfy $271 and $144, respectively, of statutory withholding tax requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees related to the settlement of restricted and performance stock units during the relevant periods. These shares are treated as common stock repurchases in our condensed consolidated financial statements.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. On an ongoing basis, we evaluate our estimates based on assumptions that are believed to be reasonable under the circumstances. These estimates are inherently subject to judgment and actual results could differ materially from those estimates.
An accounting estimate is considered critical if it involves significant subjectivity and judgment, and if changes in the estimate have had or are reasonably likely to have a material effect on our consolidated financial statements. 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.
There have been no material changes to our critical accounting estimates during the three months ended June 30, 2026, as compared to those disclosed in 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, 2026. For additional information on all of our significant accounting policies, see Note 2—Basis of Presentation and Summary of Significant Accounting Policies, in the notes to the condensed consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2026.
Recent Accounting Pronouncements
See Note 2—Basis of Presentation and Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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