Good afternoon and welcome to the Digital Turbine Third Quarter Fiscal 2020 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Brian Bartholomew, Senior Vice President of Capital Markets and Strategy. Please go ahead.

Thanks Gary. Good afternoon and welcome to the Digital Turbine fiscal 2020 third quarter earnings conference call. Joining me on the call today to discuss our results are CEO Bill Stone, and CFO Barrett Garrison. Before we get started, I would like to take this opportunity to remind you that our remarks today will include forward-looking statements. These forward-looking statements are based on our current assumptions, expectations and beliefs, including projected operating metrics, future products and services, anticipated market demand and other forward-looking topics. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect. Except as required by law, we undertake no obligation to update any forward-looking statements. For a discussion of the risk factors that could cause our actual results to differ materially from those contemplated by our forward-looking statements, please refer to the documents we file with the Securities and Exchange Commission. Also, during this call we will discuss certain non-GAAP measures of our performance. Non-GAAP measures are not substitutes for GAAP measures. Please refer to today's press release for important information about the limitations of using non-GAAP measures, as well as reconciliations of these non-GAAP financial results to the most comparable GAAP measures. Now, I will turn the call over to Mr. Bill Stone.

Thanks Brian and thank you all for joining our call tonight. I’m going to breakout my prepared remarks into three areas. First, we'll close out the December quarter. Secondly, we'll provide some operational real time color on our current growth drivers. And then finally, I want to spend some time discussing why I'm so excited about the acquisition of Mobile Posse. Closing out the December quarter, we finished with $36 million in revenue and $5.6 million in EBITDA and while the top line revenue number fell short of our expectations, largely due to soft device sales with our core U.S. operators in the month of November, we nonetheless managed to exceed expectations for EBITDA as a result of great operational execution in the quarter. I really want to give a shot out to our entire Digital Turbine team. The team's focus and hustle along with our internal command over key business drivers really set a positive tone. And from time to time, we'll experience certain uncontrollable near-term factors, such as weaker Android smartphone sales in a particular quarter but I couldn't be happier with our execution on all aspects of the business within our control. This execution was particularly evident in the December quarter with a record high blended revenue per device or RPD north of $3 with our core U.S. operators, which is an increase from just under $2.50 versus prior-year and also meaningful quarter-over-quarter and year-over-year growth with our international partners. Our revenue per device performance continues to be driven by strong demand among advertisers across numerous categories, including brands, games, and mobile first applications such as Pandora, Disney Plus, Apple Music, Snap, Amazon and others. Barrett will take you through the financials in a few minutes. But for now, I do want to quickly highlight our efficient…

Thanks, Bill and good afternoon, everyone. Before I step through our quarterly results, I'd like to cover our recent news on our agreement to acquire Mobile Posse. We're very excited about this transaction as it represents an unique opportunity for Digital Turbine. And while Bill touched on many of the strategic rationale points from a tactical perspective, this acquisition enables us to gain access to a strong team, a new set of technologies, partners and distribution channels, broaden our relationship with existing customers and drive accretive financial performance. Now in terms of deal specifics, we entered into an agreement with Mobile Posse to acquire all of the outstanding capital stock for an estimated total purchase consideration of $66 million with $41.5 million paid in cash at closing and the balance through a 12-month earn-out based on certain target net revenues, less associated revenue share or what we refer to as our gross profit. We expect the cash consideration to be funded by a combination of existing cash balances, future cash flows from the combined operations and debt financing. As this is an all-cash transaction, no equity will be issued as part of the purchase consideration for this transaction. While we will finalize our estimates of the transactions, financial impact as well as the accounting for the transaction when we close the deal, which is expected in our fiscal Q4, I did want to share a little about Mobile Posse’s profile based on their preliminary unaudited financials. First and foremost, we like their attractive financial model, which includes all recurring revenues, strong operating leverage resulted in sustainable profitability and positive free cash flows. For the calendar-year ended December 2019, Mobile Posse generated revenue in excess of $55 million with profitable healthy growth, gross profit and EBITDA margins which are both accretive…

We will now begin the question-and-answer session. [Operator Instructions] Our first question is from Mike Malouf with Craig-Hallum. Please go ahead.

Great, thanks for taking my questions and congrats on the pending acquisition of Mobile Posse, it sounds great. A couple of questions on that. Can you talk a little bit, you talked a little bit about how much growth they had in the last six years. But could you comment on recent growth particularly 2019 growth and then when you talk about cross-selling, wondering if you could just talk a little bit more with regards to carriers, are there any particular large carriers that that they can get you into? Thanks.

Yes, thanks Mike. Let me take the second part and I'll turn over to Barrett for the growth part of your question. Yes, that's one of the things we're really excited about is not just the performance of their existing business and the EBITDA they're already generating and the revenue they've been able to grow over the past few years. But the ability for revenue synergies and the ability for us to take our products onto some of their distribution which would include companies like T-Mobile, and MetroPCS but also the ability for us to take their products onto our distribution, both here in the United States, as well as outside the United States. And as I referenced in my prepared remarks, the early returns on our Media Hub product were very encouraging. So the ability for us to leverage Mobile Posse’s similar situated products, they're already built, already tuned, already ready to go on to our distribution, we think it will generate some nice top line growth for us in the future, so we see going on both sides. And as far as the growth rate I’ll turn over to Barrett.

Yes, sure Mike. Thanks by the way, yes, we won’t comment directly on specifics with respect to prior-year’s growth, we will disclose the appropriate financials when we close the deal later this quarter. But I will say, you would have heard in our comments, we think a lot of this team that Mobile Posse and certainly centered on growth orientation, and so they've seen a lot of growth and they've built, they've built a lot of products, both existing and new products that enable that growth over the long-term that we're pretty excited about this acquisition.

Okay, great. And then just a couple more questions with regards to Samsung. It sounds like certainly getting into Brazil is a big deal and you continue to expand that relationship, where are we now with regards to say the percentage of unlocked phones on Samsung as we stand now? And how long do you think it will take to get through all of those? And then maybe just to comment on LG, how big as you sort of see the opportunity of LG versus Samsung, how big is that opportunity?

Yes, so first let me talk about LG. I think that I think globally you see LG is roughly about 10% of the size of Samsung in terms of global units shipped. And so we'll see what their roadmap looks like for the balance of this year. In terms of Samsung specifically as I referenced 77 countries, many million devices and how I like to think about Samsung is if I go back and I look at now how Tracfone has ramped or Cricket or Verizon or AT&T, they've all had this kind of really nice steady drumbeat over time, and we see continued momentum quarter-over-quarter with different growth. On the great news about Samsung as you're well aware they move north of 200 million smartphones a year. So the fact that, we're talking about now getting out into kind of mid-seven figures, approaching eight figures in devices, we got a lot of room to grow that relationship. And so our expectation is you saw a really nice clip of growth from December quarter compared to September. And we’d expect similarly to see similar growth for the March quarter and going forward. So, I'd expect to see it continue to grow at a real nice healthy clip, although it's not like we're going to flip a switch and it's going to go to 200 million in the march quarter or anything like that. But I do think we're on a nice trajectory to continue to grow it, as evidenced by the increase both in models and by countries.

Okay, great. That’s all I have guys.

Thanks Mike.

The next question is from Darren Aftahi with ROTH Capital Partners. Please go ahead.

Hey guys, good afternoon. Thanks for taking the questions. Just going to follow-up on a couple of things there, on Mobile Posse, so correct me if I'm wrong, so they have no international presence. Is that correct?

Yes, that's correct.

Okay, so couple questions there. Number one, why is that the case? Number two, how hard is that to kind of take internationally their platform and then three, is there a leveragability point your platform where you can actually take this to other screens besides?

Yes, so the last question, Darren absolutely. And that's part of our thinking already within part of the excitement here is, we start thinking about televisions and advertising on televisions and how good of a job Mobile Posse does of doing that on home screens of smartphones. It's a natural extension. So that that's absolutely something that we're thinking about, as far as the international piece of it, this is one of the reasons I think Mobile Posse did the transaction is the ability to leverage our distribution and scale and they just simply didn't have the reach that we have as we know for those of us that have been here for a number of years, it takes a while to get these relationships and get them established. And so you have the ability to now be able to have the opportunity to port that technology to allow these international partners is something that we're really encouraged by and we're going to start talking about that in Mobile World Congress here in a few weeks. So absolutely something that we're excited about in terms of your platform, some minor changes around the edges in terms of kind of internationalization and localization, but nothing that I would consider a material forklift in terms of supporting these international partners.

Got it. And then just two more if I may, maybe one for Barrett. So you said cash and cash on hand and future cash flows and debt. What's kind of the right level for this combined entity to have kind of a cash balance, just trying to understand how much is this going to be finance versus kind of cash on the books?

Yes, I think we think about, we've got two businesses here that have positive working capital, right. And so it’s a nice equation to have and so the amount of cash that the company would need is minimal, call it $5 million to $15 million, Darren if we’re thinking about that given that it's got a positive cash conversion both businesses. So you should probably think about range of debt and we're still finalizing some of these things, but in the range of $20 million to $25 million.

Got it, that's helpful. Just last one for me. So you guys have done a really good job in the past to be able to guide kind of in the phase of some of these macro, just headwinds on the handset. There are two questions here one I was curious, is there anything you kind of call out about November in particular with handset sales and then as we contemplate your March quarter guidance, is there any type of inherent risk that this repeats itself in that quarter? Or is that kind of already factored in? Thanks.

Yes, so Darren I think that in terms of the guidance, we were really surprised of what we saw in just the month of November. And I called that out specifically because we actually exceeded our own internal plans for December in terms of what we thought in terms of both devices and revenue from other sources. So it was really a month of November, and I think November was really driven by a couple of factors. You heard me reference on the last earnings call just the shorter number of shopping days and those kind of things. I think those dynamics were definitely at play. I also think in the month of November, we saw a little bit more aggressive iOS promotional activity that we've seen in prior years. So I think those two factors amongst our core kind of four U.S. operators drove a surprising disappointing performance. But yet in December, we didn't necessarily see that. So I kind of view that as a one-month flip. I think we've got pretty good command and control over our device forecast. We're working pretty closely with our partners on that on a go forward basis and definitely bake that thinking and input into our guidance.

Got it, thank you.

The next question is from Austin Moldow with Canaccord. Please go ahead.

Hi, thanks for taking my questions. The first one I just wanted to ask about Telefonica. Can you give us an update on the timing and impact of that rollout that's expected?

Yes, so Austin, we're really close to launching with Telefonica. We hope to have some good news on that soon. We're kind of in the throes of integration playing with them and Samsung as we speak and expect to launch that in a number of countries in Latin America, including Brazil, but also in the U.K. as well and then how we go those first devices in first markets will really dictate the speed and intensity by which we roll-out from there.

Okay. And related to that, can you walk us through the revenue share in that three-way relationship relative to what you're currently getting with Samsung and how adding a partner to the mix will change that?

Yes, so there's kind of two elements there. One is the, how it works with Samsung. And then one would be how it works without Samsung devices and other third-parties. And so those are separate. In aggregate, I mean we're not going to give this specifics of any specific, any agreement here on the call, but what I will say is, what we are doing with Telefonica in aggregate is not going to be detrimental to our overall margin structure.

Got it. And for RPD, I think you said RPD from the four major U.S. partners was over $3? Can you get any more granular with that or maybe share the growth rate on that? Or maybe if you can only speak qualitatively, can you just talk about some of the drivers there or which of the partners perhaps did worse or better? Thanks.

Yes, sure. So I think that it's really comprised of two things. One is more media being running those media partners paying higher rates. And then the second is the new product growth really starting to kick-in as we referenced for the first time, we were able to hit 20% of our revenues coming from non-Dynamic Installs. And so that, that's one driver of the $3 that we saw. And then the other one is just our media partners spending more across different types of categories. In terms of partners, I call out or maybe more general, I think we continue to do a great job on flagship high profile devices. And I can say that we continue to have some work to do to improve our kind of lower end or lower tier devices in terms of how we see the growth bifurcated out. So for something like for example 5G that would be a tailwind for us. But to the extent we see lower end devices coming to market that may be a little bit of a headwind in terms of aggregate RPD.

Got it, thanks very much.

The next question is from Lee Krowl with B. Riley FBR. Please go ahead.

Great, thanks for taking my questions. Could you maybe just on the Mobile Posse acquisition touch base on whether there's any cost synergies associated with the combination?

Yes, let me talk at high level and turn over to Barrett. Yes, this is revenue synergies deal, not a cost-synergies deal. With that being said, there may be some cost synergies in terms of our hosting agreements with AWS where we've got more purchasing power and buying power and some things around the edges like that, but this is really about investment in revenue synergies and how do we continue to grow the top line business for the go forward companies, but Barrett do you want to add anything else into that?

No, I think you hit on it. This is a growth acquisition while there'll be some small corporate costs that they're avoided in the future, we like their culture, we like their financial model as Bill and I mentioned, they've got a lot of operating leverage in their model. But this is a growth play and a revenue play.

Got it. And then switching over to Single-Tap for Samsung. You guys announced it on the last call maybe provide an update there and perhaps an update on the timeline to generating revenue with Single-Tap on Samsung?

Yes, so we expect it to, we actually have a couple of our senior guys down in Brazil as we speak. They're going to, I think that Samsung is actually having a kickoff event for our Single-Tap launch in Brazil later this week. So we're just kind of getting going with the planning and get into local demand partners. They're excited about it. And as soon as we start bringing some of those demand partners on, expect it to go live sometime later this quarter. And just the overall international Single-Tap story is something we’re also have been encouraged by as well as we're going forward.

Got it. And then just the last one from me, you guys kind of talked about making investments in the sales force, especially internationally, kind of where we're on the timeline for those investments translating to kind of increase productivity around RPD for some of the lower-end devices?

Yes, so when we think about our investments in our channel strategy, we really think about it across three dimensions, we think about automation and self serve is one to really capture the long tail of app providers. We think about growing number two is our existing sales force and continuing to add bodies in local areas where it makes sense. And then number three is really the establishment of channel partnerships and agency partnerships where we can work with third-parties who are already in the process of selling media whether it’s app installs or other types of media and be able to leverage their footprint and relationships. And we're making investments across all three of those areas right now. And we're already starting to see some efficiencies from that. And so as we think about especially scaling the international part of the demand, I would really focus on more channel partnerships to cast a wider net and then more self serve options for some of the long tail of app providers in some of these countries that will really be the key catalyst to drive improved productivity.

Got it. Thanks for taking my questions.

Thanks Lee.

The next question is from Jon Hickman with Ladenburg. Please go ahead.

Hey, thanks for taking my questions. Bill, almost all of my questions have been asked and answered. But I would appreciate your comments on what's going on in China versus with the virus, is your March guidance factoring in some possible like softness there this quarter?

Yes, thanks, Jon. Yes, so in regards to China, the good news for us is that, we don't have any partnerships in China. We're not doing business in China. We're really focused on what I call a China out strategy, which is how do we help the Chinese OEMs and the Chinese App developers like Tencent and Alibaba, we're working a lot with Tik Tok right now, how do we continue to expand their presence outside of China to other international markets, whether it's U.S., Latin America, Europe, et cetera. So in regards to the virus, we're not seeing any impact there because it's really focused, all those activities are focused on outside of China. We got a lot of exciting Chinese OEM opportunities in the pipeline right now. I will say some of not just the virus, but also some of the other macro noise that's going on is definitely been a little bit of a headwind on some of those deals, but we expect as that goes away, we've got the macro kind of thesis of our opportunity to work with those Chinese OEMs is something we're really excited about. So stay tuned.

Okay. And then so when do you think I know you said you were going to close it, you think you're going to close the acquisition this quarter. You think it's going to take most of the quarter to get that done?

Yes, there's not anything really complex about the close activity. And so yes, we think probably the -- we were five weeks away here from closing.

Okay. So that'll put you into March, right.

That's right.

Okay. Thank you.

Okay, thanks Jon.

The next question is from Allen Klee with National Securities Corporation. Please go ahead.

Hello, how did you think about how the new 5G phones are going to impact calendar 2020. And do you believe that kind of overall devices in U.S. that you are going to decline or that there's an opportunity for that to grow?

Yes, thanks, Allen. Yes, we expect to start seeing an increase of 5G devices as we kind of go out through 2020. I just saw an article a few days ago actually that AT&T just lit up 13 more cities with their 5G product. So as those cities come online, you would expect devices to follow and I think as you're well aware, there's not an Apple 5G device, that's expected to come out until the back end of this year. So it's only Android. So as those markets light up, I think that's something that will definitely benefit us, I just would make a point to as markets light up, it's in the operators interest to get the 5G devices in the hands just because the cost to deliver all the video and other high bandwidth applications is better for the carrier. So it's not just the customer pulling the device, it would be the carrier pushing the device onto the marketplace. And so that’s something we would expect to start seeing as we start seeing more and more high profile 5G devices launch like the Samsung devices, LG, Motorola, et cetera.

Thank you. My other question is for new products, you grew that to around 20% of revenue. And I was wondering, there's a way we can think about like, how penetrated that is in the overall like number of devices you sell to try to kind of figure out what the opportunity is there?

Yes, you'd have to break apart that it's not exactly the way we look at it because not all devices are created equal. We really look at what portion of the RPD or the total revenue streams are we driving from non-Dynamic Installs. So that's how we've measured it. I wouldn't have all panned away to translate that to per device. But we like the direction that we're moving and diversifying these new product streams. As Bill said hitting 20% was an important step for us.

Great, thank you so much.

Yes, thanks Allen.

This concludes our question-and-answer session. I would like to turn the conference back over to Bill Stone for any closing remarks.

Great, thanks everyone for joining the call today. We look forward to reporting on our progress against all the points made on today's call. And we'll talk to you again on our fiscal 2020 fourth quarter call in a few months. Thanks and have a great night.

The conference is now concluded. Thank you for attending today’s presentation. You may now disconnect.