ACQUISITIONS

12 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

ACQUISITIONS

5. ACQUISITIONS:

Habu

On January 31, 2024, the Company completed the acquisition of Habu, a data clean room software provider that works with global brands and companies to securely share first-party customer data with business partners and publishers to enable more effective and personalized marketing. This acquisition empowers the Company to deliver scale and simplicity to our customers. Through our combined offering, companies will have one, simple platform to measure campaigns across all walled gardens, programmatic, and media channels while connecting data seamlessly across any cloud, warehouse, or clean room. The results of operations for Habu since the closing date have been included in the Company's consolidated financial statements for the twelve months ended March 31, 2024. The acquisition date fair value of the consideration for Habu was approximately $173.4 million, which consisted of the following (dollars in thousands):

Cash, net of $971 cash acquired	$	170,281
Restricted cash held in escrow	2,600
Fair value of replacement stock options and restricted stock shares considered a component of purchase consideration transferred	$	493
Total fair value of consideration transferred	$	173,374

On the acquisition date, the Company delivered $2.6 million of cash to an escrow agent according to the terms of the merger agreement. The principal escrow is owned by the Company until funds are delivered to the Habu sellers one year from the acquisition date. All interest and earnings on the principal escrow amount remain the property of the Company.

The aggregate acquisition-date fair value of merger consideration with respect to assumed unvested stock options, restricted stock shares and restricted stock units was approximately $25.5 million. Of the $25.5 million acquisition-date fair value, $0.5 million was attributed to pre-combination service related to the options and restricted shares and treated as a component of purchase consideration transferred. The remaining $25.0 million is considered future compensation cost and will be recognized as stock-based compensation cost over the remaining service period of the replacement options and restricted shares.

In connection with the Habu acquisition, $14.6 million of the acquisition-date fair value of merger consideration otherwise payable with respect to incentive compensation and shares of Habu common stock held by certain key employees were subject to holdback by the Company pursuant to agreements with those employees (each, a "Holdback Agreement"). Each Holdback Agreement specifies that the consideration holdback will vest in three equal annual increments on the anniversary of the January 31, 2024 closing date. Vesting is subject to the Habu key employees' continued employment through each annual vesting date and will be settled in cash, shares of Company common stock, or any combination of cash and Company common stock, at the Company's discretion. As a result, the consideration holdback is not considered part of the purchase price but rather is considered future compensation cost and will be recognized as stock-based compensation cost over the three-year earning period.

The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition (dollars in thousands):

	January 31, 2024
Assets acquired:
Cash	$	971
Goodwill	141,641
Intangible assets	33,500
Other current and noncurrent assets	3,815
Total assets acquired	179,927
Accounts payable and accrued expenses	(1,460)
Deferred revenue	(3,573)
Other current and noncurrent liabilities	(549)
Net assets acquired	174,345
Less:
Cash acquired	(971)
Net purchase price allocated	173,374
Less:
Restricted cash held in escrow	(2,600)
Fair value of replacement stock options and restricted stock shares considered a component of purchase consideration transferred	(493)
Net cash paid in acquisition	170,281

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to expectations to the development of future technology. The goodwill balance is not deductible for U.S. income tax purposes. The Company recognized the assets and liabilities acquired based on its preliminary estimates of their fair values as of the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of the estimated lives of depreciable tangible and identifiable intangible assets) required significant judgment. As of March 31, 2025, the Company has completed its analysis of deferred income taxes. There was no material adjustment to the fair value assigned to deferred income taxes that was based on the information that was available as of the date of the acquisition.

The amounts allocated to intangible assets in the table above included developed technology and customer relationships/trade name. Intangible assets are being amortized on a straight-line basis over the estimated useful lives. The following table presents the components of intangible assets acquired and their estimated useful lives as of the acquisition date (dollars in thousands):

			Useful life
	Fair value		(in years)
Developed technology	$	30,000	3
Customer relationships	3,000		3
Trade names	500		1
Total intangible assets	$	33,500

The Company has omitted pro forma disclosures related to this acquisition date as the pro forma effect of this

acquisition is not material.