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Published: 2022-02-09 16:13:02 ET
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EX-99.1 2 a2022q38kpressreleaseprfins.htm EX-99.1 EARNINGS RELEASE Document

LIVERAMP ANNOUNCES STRONG THIRD QUARTER RESULTS AND RAISES FULL YEAR OUTLOOK

Total Revenue Up 17% and Subscription Revenue Up 19%

GAAP Gross Margin of 73% and Non-GAAP Gross Margin of 77%

$25 Million of Operating Cash Flow

Eighty-six $1 Million+ Customers


SAN FRANCISCO, Calif., February 9, 2022—LiveRamp® (NYSE: RAMP), the leading global data connectivity platform, today announced its financial results for the quarter ended December 31, 2021.

Second Quarter Financial Highlights

•Total revenue was $141 million, up 17% compared to the prior year period.

•Subscription revenue was $111 million, up 19% compared to the prior year period and contributed 79% of total revenue.

•Marketplace & Other revenue was $29 million, up 12% compared to the prior year period.

•GAAP gross profit was $102 million, up 23% compared to the prior year period. GAAP gross margin of 73% expanded 4 percentage points. Non-GAAP gross profit was $108 million, up 23% compared to the prior year period. Non-GAAP gross margin of 77% expanded 3 percentage points.

•GAAP operating loss was $14 million compared to a GAAP operating loss of $16 million in the prior year period. Non-GAAP operating income was $15 million compared to a non-GAAP operating income of $12 million in the prior year period.

•GAAP loss per share was $0.23, and non-GAAP earnings per share were $0.14.

•Net cash provided by operating activities was $25 million compared to $15 million in the prior year period.

•During the quarter, LiveRamp repurchased approximately 115,000 shares for $5 million under the Company’s current share repurchase program. Since inception of the program in August 2011, the Company has returned approximately $1.2 billion in capital to shareholders.


A reconciliation between GAAP and non-GAAP results is provided in the schedules to this press release.

“LiveRamp is fast becoming critical data infrastructure for global brands,” said LiveRamp CEO Scott Howe. “Adoption of Safe Haven®, our enterprise platform, is accelerating. We ended the quarter with 86 million dollar plus customers and approximately 20% of our ARR is now driven by Safe Haven®.”

“Our operating trends remain strong,” added LiveRamp President and CFO Warren Jenson. “Our revenue growth was robust, gross margin was 77%, ahead of our stated long-term target, and we were profitable on a non-gaap operating income basis for the seventh quarter in a row. In addition, we expect to be operating cash flow positive for fiscal 2022.”


P 1

GAAP and Non-GAAP Results

The following table summarizes the Company’s financial results for its third fiscal quarter ($ in millions):

Q3 Fiscal 2022Q3 Fiscal 2021
ResultsResults
GAAPNon-GAAPGAAPNon-GAAP
Subscription revenue$111 —$93 —
YoY change %19 %15 %
Marketplace & other revenue$29 —$26 —
YoY change %12 %27 %
Total revenue$141 —$120 —
YoY change %17 %17 %
Gross profit$102 $108 $83 $88 
% Gross margin73 %77 %69 %73 %
YoY change, pts4pts3pts6pts4pts
Operating income (loss)$(14)$15 $(16)$12 
% Operating margin(10)%10 %(13)%10 %
YoY change, pts3pts—27pts15pts
Net earnings (loss)$(15)$10 $(12)$10 
Earnings (loss) per share$(0.23)$0.14 $(0.18)$0.14 
Shares to Calculate EPS68.2 69.9 66.5 69.8 
YoY change %3 %0 %(1)%0 %
Net operating cash flow$25 —$15 —
Free cash flow to equity—$24 —$14 
Totals may not sum due to rounding.

A detailed discussion of our non-GAAP financial measures and a reconciliation between GAAP and non-GAAP results is provided in the schedules to this press release.




P 2

Additional Business Highlights & Metrics

•The Company’s Authenticated Traffic Solution (ATS) has reached global scale. There are currently more than 125 supply-side platforms (SSPs) and demand-side platforms (DSPs) live or committed to bid on RampID™ and ATS, including The Trade Desk, Amobee, Criteo, dataxu, and MediaMath.

•During the third quarter, LiveRamp extended its global reach and announced the integration of ATS into Amazon Publisher Services (APS). Thousands of publishers using APS now have a better way to connect authenticated inventory to advertiser demand globally.

•To date, over 500 publishers, representing more than 11,000 deployed domains have integrated ATS worldwide, including Amazon, Microsoft, CafeMedia, Leaf Group, Prisma Media and Burda. Through these integrations, LiveRamp is now connected to over 70% of time spent online in the U.S.

•Safe Haven® now serves more than 60% of big box retail in the U.S. and is the clear enterprise choice for enabling the global growth of retail media networks and data collaboration. In the quarter, LiveRamp entered into a new Safe Haven® agreement with JD.com, the second largest ecommerce platform in the world.

•LiveRamp added 20 net new direct subscription customers in the third quarter. Customer count at quarter end was 890, up from 810 a year ago.

•LiveRamp has 86 customers whose subscription contracts exceed $1 million in annual revenue, up 32% compared to the prior year period.

•During the third quarter, subscription net retention was 110% and platform net retention was 109%.

•Current remaining performance obligations (CRPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $289 million, up 25% compared to the prior year period.


Financial Outlook

LiveRamp’s non-GAAP guidance excludes the impact of non-cash stock compensation, purchased intangible asset amortization, and restructuring charges.

For the fourth quarter of fiscal 2022, LiveRamp expects to report:

•Revenue of approximately $139 million, an increase of 17% year-over-year

•GAAP operating loss of approximately $31 million

•Non-GAAP operating income of approximately $2 million

For fiscal 2022, LiveRamp has increased its outlook and now expects to report:

•Revenue of approximately $526 million, an increase of 19% year-over-year

•GAAP operating loss of approximately $69 million

•Non-GAAP operating income of approximately $41 million

•In addition, the Company expects to be operating cash flow positive for the year


P 3

Conference Call

LiveRamp will hold a conference call at 1:30 p.m. PT today to further discuss this information. Interested parties are invited to listen to the call which will be broadcast via the Internet and can be found on LiveRamp’s investor site. A slide presentation will be referenced during the call and can be accessed here.


About LiveRamp

LiveRamp is the leading data connectivity platform for the safe and effective use of data. Powered by core identity capabilities and an unparalleled network, LiveRamp enables companies and their partners to better connect, control, and activate data to transform customer experiences and generate more valuable business outcomes. LiveRamp’s fully interoperable and neutral infrastructure delivers end-to-end addressability for the world’s top brands, agencies, and publishers. For more information, visit www.LiveRamp.com.


Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”). These statements, which are not statements of historical fact, may contain estimates, assumptions, projections and/or expectations regarding the Company’s financial position, results of operations, market position, product development, growth opportunities, economic conditions, and other similar forecasts and statements of expectation. Forward-looking statements are often identified by words or phrases such as “anticipate,” “estimate,” “plan,” “expect,” “believe,” “intend,” “foresee,” or the negative of these terms or other similar variations thereof.

These forward-looking statements are not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company’s actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements.

Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in forward-looking statements are uncertainties related to COVID-19 and the associated impact on our suppliers, customers and partners; the Company’s dependence upon customer renewals; new customer additions and upsell within our subscription business; our reliance upon partners, including data suppliers; competition; and attracting and retaining talent. Additional risks include maintaining our culture and our ability to innovate and evolve while working remotely and within a rapidly changing industry, while also avoiding disruption from acquisition and divestiture activities. Our international operations are also subject to risks that may harm the Company’s business. The risk of a significant breach of the confidentiality of the information or the security of our or our customers’, suppliers’, or other partners’ computer systems could be detrimental to our business, reputation and results of operations. Other business risks include unfavorable publicity and negative public perception about our industry; interruptions or delays in service from data center hosting vendors we rely upon; and our dependence on the continued availability of third-party data hosting and transmission services. Our clients’ ability to use data on our platform could be restricted if the industry’s use of third-party cookies and tracking technology declines due to technology platform changes, regulation or increased user controls. Changes in regulations relating to information collection and use represents a risk, as well as changes in tax laws and regulations that are applied to our customers which could cause enterprise software budget tightening. In addition, third parties may claim that we are infringing their intellectual property or may infringe our intellectual property which could result in competitive injury and / or the incurrence of significant costs and draining of our resources.

For a discussion of these and other risks and uncertainties, please refer to LiveRamp’s Annual Report on Form 10-K for our fiscal year 2021 ended March 31, 2021, and LiveRamp's Quarterly Reports on Form 10-Q issued in fiscal year 2022.

The financial information set forth in this press release reflects estimates based on information available at this time.

P 4

LiveRamp assumes no obligation and does not currently intend to update these forward-looking statements.

To automatically receive LiveRamp financial news by email, please visit www.LiveRamp.com and subscribe to email alerts.


For more information, contact:
LiveRamp Investor Relations
Investor.Relations@LiveRamp.com
ERAMP


LiveRampⓇ, RampIDTM, AbilitecⓇ, Safe HavenⓇ and all other LiveRamp marks contained herein are trademarks or service marks of LiveRamp, Inc. All other marks are the property of their respective owners.
P 5

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
For the three months ended December 31,
$%
20212020VarianceVariance
Revenues$140,604 $119,753 $20,851 17.4 %
Cost of revenue38,557 37,085 1,472 4.0 %
Gross profit102,047 82,668 19,379 23.4 %
% Gross margin72.6 %69.0 %
Operating expenses:
Research and development41,870 30,608 11,262 36.8 %
Sales and marketing46,324 43,904 2,420 5.5 %
General and administrative27,639 23,943 3,696 15.4 %
Gains, losses and other items, net— (6)6 100.0 %
Total operating expenses115,833 98,449 17,384 17.7 %
Loss from operations(13,786)(15,781)1,995 12.6 %
% Margin(9.8)%(13.2)%
Total other income (expense), net(241)(86)(155)(180.2)%
Loss before income taxes(14,027)(15,867)1,840 11.6 %
Income tax expense (benefit)1,348 (4,142)5,490 132.5 %
Net loss$(15,375)$(11,725)$(3,650)(31.1)%
Basic loss per share$(0.23)$(0.18)$(0.05)(27.9)%
Diluted loss per share$(0.23)$(0.18)$(0.05)(27.9)%
Basic weighted average shares68,190 66,523 
Diluted weighted average shares68,190 66,523 

P 6

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
For the nine months ended December 31,
$%
20212020VarianceVariance
Revenues$386,932 $323,851 $63,081 19.5 %
Cost of revenue107,951 106,447 1,504 1.4 %
Gross profit278,981 217,404 61,577 28.3 %
% Gross margin72.1 %67.1 %
Operating expenses:
Research and development112,434 88,632 23,802 26.9 %
Sales and marketing127,812 124,236 3,576 2.9 %
General and administrative75,008 71,806 3,202 4.5 %
Gains, losses and other items, net1,296 1,370 (74)(5.4)%
Total operating expenses316,550 286,044 30,506 10.7 %
Loss from operations(37,569)(68,640)31,071 45.3 %
% Margin(9.7)%(21.2)%
Total other income, net30,510 152 30,358 19,972.4 %
Loss from continuing operations before income taxes(7,059)(68,488)61,429 89.7 %
Income tax benefit(2,618)(11,067)8,449 76.3 %
Net loss$(4,441)$(57,421)$52,980 92.3 %
Basic loss per share$(0.07)$(0.87)$0.80 92.5 %
Diluted loss per share$(0.07)$(0.87)$0.80 92.5 %
Basic weighted average shares68,187 66,034 
Diluted weighted average shares68,187 66,034 

P 7

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
For the three months ended December 31,For the nine months ended December 31,
2021202020212020
Loss from operations before income taxes$(14,027)$(15,867)$(7,059)$(68,488)
Income tax expense (benefit)1,348 (4,142)(2,618)(11,067)
Net loss$(15,375)$(11,725)$(4,441)$(57,421)
Loss per share:
Basic$(0.23)$(0.18)$(0.07)$(0.87)
Diluted$(0.23)$(0.18)$(0.07)$(0.87)
Excluded items:
Purchased intangible asset amortization (cost of revenue)$4,647 $4,213 $13,904 $13,869 
Non-cash stock compensation (cost of revenue and operating expenses)23,758 23,894 61,475 64,583 
Restructuring and merger charges (gains, losses, and other)— (6)1,296 1,370 
Transformation costs (general and administrative)— — — 3,863 
Gain on retained profits interest (other income)(183)— (30,235)— 
Total excluded items28,222 28,101 46,440 83,685 
Income from operations before income taxes and excluding items14,195 12,234 39,381 15,197 
Income taxes (2)4,271 2,347 5,124 1,990 
Non-GAAP net earnings$9,924 $9,887 $34,257 $13,207 
Non-GAAP earnings per share:
Basic$0.15 $0.15 $0.50 $0.20 
Diluted$0.14 $0.14 $0.49 $0.19 
Basic weighted average shares68,190 66,523 68,187 66,034 
Diluted weighted average shares69,938 69,775 69,626 68,639 

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.


(2) Income taxes were calculated by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusting for discrete tax items in the period.  The differences between our GAAP and non-GAAP effective tax rates were primarily due to the net tax effects of the excluded items, coupled with larger pre-tax losses for GAAP purposes versus smaller pre-tax losses or income for non-GAAP purposes.
P 8

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INCOME (LOSS) FROM OPERATIONS (1)
(Unaudited)
(Dollars in thousands)
For the three months ended December 31,For the nine months ended December 31,
2021202020212020
Loss from operations$(13,786)$(15,781)$(37,569)$(68,640)
Excluded items:
Purchased intangible asset amortization (cost of revenue)4,647 4,213 13,904 13,869 
Non-cash stock compensation (cost of revenue and operating expenses)23,758 23,894 61,475 64,583 
Restructuring and merger charges (gains, losses, and other)— (6)1,296 1,370 
Transformation costs (general and administrative)— — — 3,863 
Total excluded items28,405 28,101 76,675 83,685 
Income from operations before excluded items$14,619 $12,320 $39,106 $15,045 


(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
                                                            



P 9

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA (1)
(Unaudited)
(Dollars in thousands)
For the three months ended December 31,For the nine months ended December 31,
2021202020212020
Net loss$(15,375)$(11,725)$(4,441)$(57,421)
Income tax expense (benefit)1,348 (4,142)(2,618)(11,067)
Total other income (expense), net241 86 (30,510)(152)
Loss from operations(13,786)(15,781)(37,569)(68,640)
Depreciation and amortization5,827 6,509 18,231 21,464 
EBITDA$(7,959)$(9,272)$(19,338)$(47,176)
Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses)23,758 23,894 61,475 64,583 
Restructuring and merger charges (gains, losses, and other)— (6)1,296 1,370 
Transformation costs (general and administrative)— — — 3,863 
Other adjustments23,758 23,888 62,771 69,816 
Adjusted EBITDA$15,799 $14,616 $43,433 $22,640 


(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.


P 10

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
December 31,March 31,$%
20212021VarianceVariance
Assets
Current assets:
Cash and cash equivalents$552,959 $572,787 $(19,828)(3.5)%
Restricted cash8,731 8,900 (169)(1.9)%
Trade accounts receivable, net156,827 114,284 42,543 37.2 %
Refundable income taxes62,679 65,692 (3,013)(4.6)%
Other current assets40,584 64,052 (23,468)(36.6)%
Total current assets821,780 825,715 (3,935)(0.5)%
Property and equipment46,666 44,284 2,382 5.4 %
Less - accumulated depreciation and amortization36,080 32,327 3,753 11.6 %
Property and equipment, net10,586 11,957 (1,371)(11.5)%
Intangible assets, net31,536 39,730 (8,194)(20.6)%
Goodwill363,789 357,446 6,343 1.8 %
Deferred commissions, net29,483 22,619 6,864 30.3 %
Other assets, net85,361 30,854 54,507 176.7 %
$1,342,535 $1,288,321 $54,214 4.2 %
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable$71,655 $39,955 $31,700 79.3 %
Accrued payroll and related expenses32,496 46,438 (13,942)(30.0)%
Other accrued expenses56,221 58,353 (2,132)(3.7)%
Acquisition escrow payable8,731 8,900 (169)(1.9)%
Deferred revenue14,933 11,603 3,330 28.7 %
Total current liabilities184,036 165,249 18,787 11.4 %
Other liabilities88,085 42,389 45,696 107.8 %
Stockholders' equity:
Preferred stock— — — — %
Common stock14,925 14,781 144 1.0 %
Additional paid-in capital1,689,172 1,630,072 59,100 3.6 %
Retained earnings1,450,385 1,454,826 (4,441)(0.3)%
Accumulated other comprehensive income5,890 7,522 (1,632)(21.7)%
Treasury stock, at cost(2,089,958)(2,026,518)(63,440)3.1 %
Total stockholders' equity1,070,414 1,080,683 (10,269)(1.0)%
$1,342,535 $1,288,321 $54,214 4.2 %

P 11

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the three months ended December 31,
20212020
Cash flows from operating activities:
Net loss(15,375)(11,725)
Non-cash operating activities:
Depreciation and amortization5,827 6,509 
Loss on disposal or impairment of assets— 1 
Gain on distribution from retained profits interest(183)— 
Provision for doubtful accounts1,845 824 
Deferred income taxes315 485 
Non-cash stock compensation expense23,758 23,894 
Changes in operating assets and liabilities:
Accounts receivable, net(27,803)(17,062)
Deferred commissions(1,495)(1,637)
Other assets(1,331)(192)
Accounts payable and other liabilities34,358 13,824 
Income taxes, net1,630 (5,399)
Deferred revenue3,927 5,168 
Net cash provided by operating activities25,473 14,690 
Cash flows from investing activities:
Capital expenditures(1,316)(678)
Cash paid in acquisitions, net of cash received(2,008)(14,815)
Distribution from retained profits interest184 — 
Purchases of investments— (3,000)
Purchases of strategic investments— (327)
Net cash used in investing activities(3,140)(18,820)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans1,905 5,115 
Shares repurchased for tax withholdings upon vesting of stock-based awards(1,674)(3,627)
Acquisition of treasury stock(5,147)— 
Net cash provided by (used in) financing activities(4,916)1,488 
Effect of exchange rate changes on cash(48)537 
Net change in cash and cash equivalents17,369 (2,105)
Cash and cash equivalents at beginning of period544,321 665,506 
Cash and cash equivalents at end of period561,690 663,401 
Supplemental cash flow information:
Cash (received) for income taxes, net(246)771 
Operating lease assets obtained in exchange for operating lease liabilities17,211 — 

P 12

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the nine months ended December 31,
20212020
Cash flows from operating activities:
Net loss(4,441)(57,421)
Non-cash operating activities:
Depreciation and amortization18,231 21,464 
Loss on disposal or impairment of assets142 334 
Gain on distribution from retained profits interest(30,235)— 
Provision for doubtful accounts3,127 3,346 
Deferred income taxes(456)— 
Non-cash stock compensation expense61,475 64,583 
Changes in operating assets and liabilities:
Accounts receivable, net(45,876)(26,646)
Deferred commissions(6,864)(5,082)
Other assets22,077 7,511 
Accounts payable and other liabilities(2,471)(6,847)
Income taxes, net998 (8,982)
Deferred revenue3,426 5,067 
Net cash provided by (used in) operating activities19,133 (2,673)
Cash flows from investing activities:
Capital expenditures(2,619)(1,806)
Cash paid in acquisitions, net of cash received(10,376)(17,748)
Distribution from retained profits interest31,184 — 
Purchases of investments— (3,000)
Purchases of strategic investments— (2,200)
Net cash provided by (used in) investing activities18,189 (24,754)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans6,183 8,676 
Shares repurchased for tax withholdings upon vesting of stock-based awards(14,216)(9,382)
Acquisition of treasury stock(49,224)(42,312)
Net cash used in financing activities(57,257)(43,018)
Effect of exchange rate changes on cash(62)1,220 
Net change in cash and cash equivalents(19,997)(69,225)
Cash and cash equivalents at beginning of period581,687 732,626 
Cash and cash equivalents at end of period561,690 663,401 
Supplemental cash flow information:
Cash (received) for income taxes, net(2,815)(2,092)
Operating lease assets obtained in exchange for operating lease liabilities52,902 — 

P 13

LIVERAMP HOLDINGS, INC AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW TO EQUITY (1)
(Unaudited)
(Dollars in thousands)
6/30/20209/30/202012/31/20203/31/2021FY20216/30/20219/30/202112/31/2021FY2022
Net Cash Provided by (Used in) Operating Activities$(23,612)$6,249 $14,690 $(17,887)$(20,560)$(17,241)$10,901 $25,473 $19,133 
Less:
Capital expenditures(832)(296)(678)(376)(2,182)(427)(876)(1,316)(2,619)
Free Cash Flow to Equity$(24,444)$5,953 $14,012 $(18,263)$(22,742)$(17,668)$10,025 $24,157 $16,514 


(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
P 14

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
Q3 FY22 to Q3 FY21
6/30/20209/30/202012/31/20203/31/2021FY20216/30/20219/30/202112/31/2021FY2022%$
Revenues$99,437 $104,661 $119,753 $119,175 $443,026 $119,038 $127,290 $140,604 $386,932 19.9 %$20,851 
Cost of revenue34,465 34,897 37,085 37,557 144,004 34,315 35,079 38,557 107,951 4.2 %1,472 
Gross profit64,972 69,764 82,668 81,618 299,022 84,723 92,211 102,047 278,981 27.8 %19,379 
% Gross margin65.3 %66.7 %69.0 %68.5 %67.5 %71.2 %72.4 %72.6 %72.1 %
Operating expenses
Research and development26,989 31,035 30,608 46,479 135,111 34,776 35,788 41,870 112,434 36.3 %11,262 
Sales and marketing38,627 41,705 43,904 53,307 177,543 41,979 39,509 46,324 127,812 5.8 %2,420 
General and administrative23,368 24,495 23,943 32,395 104,201 24,291 23,078 27,639 75,008 15.1 %3,696 
Gains, losses and other items, net1,995 (619)(6)1,345 2,715 1,278 18 — 1,296 1.0 %6 
Total operating expenses90,979 96,616 98,449 133,526 419,570 102,324 98,393 115,833 316,550 18.0 %17,384 
Loss from operations(26,007)(26,852)(15,781)(51,908)(120,548)(17,601)(6,182)(13,786)(37,569)7.4 %1,995 
(26.2)%(25.7)%(13.2)%(43.6)%(27.2)%(14.8)%(4.9)%(9.8)%(9.7)%
Total other income/(expense), net463 (225)(86)(404)(252)30,601 150 (241)30,510 (68.9)%(155)
Income (loss) from operations before income taxes(25,544)(27,077)(15,867)(52,312)(120,800)13,000 (6,032)(14,027)(7,059)6.8 %1,840 
Income taxes (benefit)(3,816)(3,109)(4,142)(19,465)(30,532)(4,365)399 1,348 (2,618)176.6 %5,490 
Net earnings (loss)$(21,728)$(23,968)$(11,725)$(32,847)$(90,268)$17,365 $(6,431)$(15,375)$(4,441)(15.2)%$(3,650)
Diluted earnings (loss) per share$(0.33)$(0.36)$(0.18)$(0.49)$(1.36)$0.25 (0.09)(0.23)(0.07)(13.6)%$(0.05)
Some earnings (loss) per share amounts may not add due to rounding.

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LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
6/30/20209/30/202012/31/20203/31/2021FY20216/30/20219/30/202112/31/2021FY2022
Income (loss) from operations before income taxes$(25,544)$(27,077)$(15,867)$(52,312)$(120,800)$13,000 (6,032)(14,027)(7,059)
Income taxes (benefit)(3,816)(3,109)(4,142)(19,465)(30,532)(4,365)399 1,348 (2,618)
Net earnings (loss)(21,728)(23,968)(11,725)(32,847)(90,268)17,365 (6,431)(15,375)(4,441)
Earnings (loss) per share:
Basic$(0.33)$(0.36)$(0.18)$(0.49)$(1.36)$0.25 (0.09)(0.23)(0.07)
Diluted$(0.33)$(0.36)$(0.18)$(0.49)$(1.36)$0.25 (0.09)(0.23)(0.07)
Excluded items:
Purchased intangible asset amortization (cost of revenue)5,306 4,350 4,213 4,177 18,046 4,645 4,612 4,647 13,904 
Non-cash stock compensation (cost of revenue and operating expenses)16,485 24,204 23,894 47,124 111,707 18,496 19,221 23,758 61,475 
Restructuring and merger charges (gains, losses, and other)1,995 (619)(6)1,345 2,715 1,278 18 — 1,296 
Transformation costs (general and administrative)3,605 258 — — 3,863 — — — — 
Gain on retained profits interest (other income)— — — — — (30,052)— (183)(30,235)
 Total excluded items$27,391 $28,193 $28,101 $52,646 $136,331 $(5,633)$23,851 $28,222 $46,440 
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LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1) (Continued)
(Unaudited)
(Dollars in thousands, except per share amounts)
6/30/20209/30/202012/31/20203/31/2021FY20216/30/20219/30/202112/31/2021FY2022
Income from operations before income taxes and excluding items$1,847 $1,116 $12,234 $334 $15,531 $7,367 $17,819 $14,195 $39,381 
Income taxes expense (benefit)934 (1,291)2,347 (2,628)(638)865 (12)4,271 5,124 
Non-GAAP net earnings$913 $2,407 $9,887 $2,962 $16,169 $6,502 $17,831 $9,924 $34,257 
Non-GAAP earnings per share:
Basic$0.01 $0.04 $0.15 $0.04 $0.24 $0.10 $0.26 $0.15 $0.50 
Diluted$0.01 $0.03 $0.14 $0.04 $0.23 $0.09 $0.26 $0.14 $0.49 
Basic weighted average shares65,570 66,010 66,523 67,111 66,304 68,328 68,042 68,190 68,187 
Diluted weighted average shares67,337 68,804 69,775 69,935 68,963 69,605 69,333 69,938 69,626 
Some totals may not add due to rounding
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.





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LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
6/30/20209/30/202012/31/20203/31/2021FY20216/30/20219/30/202112/31/2021FY2022
Expenses:
Cost of revenue$34,465 $34,897 $37,085 $37,557 $144,004 $34,315 $35,079 $38,557 $107,951 
Research and development26,989 31,035 30,608 46,479 135,111 34,776 35,788 41,870 112,434 
Sales and marketing38,627 41,705 43,904 53,307 177,543 41,979 39,509 46,324 127,812 
General and administrative23,368 24,495 23,943 32,395 104,201 24,291 23,078 27,639 75,008 
Gains, losses and other items, net1,995 (619)(6)1,345 2,715 1,278 18 — 1,296 
Gross profit:64,972 69,764 82,668 81,618 299,022 84,723 92,211 102,047 278,981 
% Gross margin65.3 %66.7 %69.0 %68.5 %67.5 %71.2 %72.4 %72.6 %72.1 %
Excluded items:
Purchased intangible asset amortization (cost of revenue)5,306 4,350 4,213 4,177 18,046 4,645 4,612 4,647 13,904 
Non-cash stock compensation (cost of revenue)775 913 988 2,624 5,300 790 948 1,168 2,906 
Non-cash stock compensation (research and development)5,886 7,713 7,376 17,985 38,960 5,348 7,184 9,264 21,796 
Non-cash stock compensation (sales and marketing)7,123 9,233 9,212 14,833 40,401 6,793 6,749 7,329 20,871 
Non-cash stock compensation (general and administrative)2,701 6,345 6,318 11,682 27,046 5,565 4,340 5,997 15,902 
Restructuring and merger charges (gains, losses, and other)1,995 (619)(6)1,345 2,715 1,278 18 — 1,296 
Transformation costs (general and administrative)3,605 258 — — 3,863 — — — — 
Gain on retained profits interest (other income)$— $— $— $— — (30,052)— (183)(30,235)
Total excluded items$27,391 $28,193 $28,101 $52,646 $136,331 $(5,633)$23,851 $28,222 $46,440 
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LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1) (Continued)
(Unaudited)
(Dollars in thousands)
6/30/20209/30/202012/31/20203/31/2021FY20216/30/20219/30/202112/31/2021FY2022
Expenses, excluding items:
Cost of revenue$28,384 $29,634 $31,884 $30,756 $120,658 $28,880 $29,519 $32,742 $91,141 
Research and development21,103 23,322 23,232 28,494 96,151 29,428 28,604 32,606 90,638 
Sales and marketing31,504 32,472 34,692 38,474 137,142 35,186 32,760 38,995 106,941 
General and administrative17,062 17,892 17,625 20,713 73,292 18,726 18,738 21,642 59,106 
Gains, losses and other items, net— — — — — — — — — 
Gross profit, excluding items:$71,053 $75,027 $87,869 $88,419 $322,368 $90,158 $97,771 $107,862 $295,791 
% Gross margin71.5 %71.7 %73.4 %74.2 %72.8 %75.7 %76.8 %76.7 %76.4 %

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.


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LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP OPERATING INCOME(LOSS) GUIDANCE (1)
(Unaudited)
(Dollars in thousands)
 For the quarter endingFor the year ending
March 31, 2022March 31, 2022
GAAP loss from operations$(31,000)$(69,000)
Excluded items:
Purchased intangible asset amortization5,000 19,000 
Non-cash stock compensation28,000 90,000 
Restructuring and merger costs— 1,000 
Total excluded items33,000 110,000 
Non-GAAP income from operations$2,000 $41,000 

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

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APPENDIX A
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
Q3 FISCAL 2022 FINANCIAL RESULTS
EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS

To supplement our financial results, we use non-GAAP measures which exclude certain acquisition related expenses, non-cash stock compensation and restructuring charges. We believe these measures are helpful in understanding our past performance and our future results. Our non-GAAP financial measures and schedules are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated GAAP financial statements. Our management regularly uses these non-GAAP financial measures internally to understand, manage and evaluate our business and to make operating decisions. These measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is also based in part on the performance of our business based on these non-GAAP measures.
 
Our non-GAAP financial measures, including non-GAAP earnings (loss) per share, income (loss) from operations and adjusted EBITDA reflect adjustments based on the following items, as well as the related income tax effects when applicable:


 
Purchased intangible asset amortization: We incur amortization of purchased intangibles in connection with our acquisitions. Purchased intangibles include (i) developed technology, (ii) customer and publisher relationships, and (iii) trade names. We expect to amortize for accounting purposes the fair value of the purchased intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue for us, we exclude this item because this expense is non-cash in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our operational performance.
 
Non-cash stock compensation: Non-cash stock compensation consists of charges for associate restricted stock units, performance shares and stock options in accordance with current GAAP related to stock-based compensation including expense associated with stock-based compensation related to unvested options assumed in connection with our acquisitions. As we apply stock-based compensation standards, we believe that it is useful to investors to understand the impact of the application of these standards to our operational performance. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by us and because such expense is not used by us to assess the core profitability of our business operations.

Restructuring charges: During the past several years, we have initiated certain restructuring activities in order to align our costs in connection with both our operating plans and our business strategies based on then-current economic conditions. As a result, we recognized costs related to termination benefits for associates whose positions were eliminated, lease and other contract termination charges, and leasehold improvement write offs. These items, reported as gains, losses, and other items, net, are excluded from non-GAAP results because such amounts are not used by us to assess the core profitability of our business operations.

Transformation costs: In previous years, we incurred significant expenses to separate the financial statements of our operating segments, with particular focus on segment-level balance sheets, and to evaluate portfolio priorities. Our criteria for excluding transformation expenses from our non-GAAP measures is as follows: 1) projects are discrete in nature; 2) excluded expenses consist only of third-party consulting fees that we would not incur otherwise; and 3) we do not exclude employee related expenses or other costs associated with the ongoing operations of our business. We substantially completed those projects during the third quarter of fiscal year 2018. Beginning in the fourth quarter of fiscal 2018, and through most of fiscal 2019, we incurred transaction support expenses and system separation costs related to the Company's announced evaluation of strategic options for its Marketing Solutions (AMS) business. In the first and second quarters of fiscal 2021 in response to the potential COVID-19 pandemic impact on our business, we incurred significant costs associated with the assessment of strategic and operating plans, including our long-term location strategy, and assistance in implementing the restructuring activities as a result of this assessment.  Our criteria for excluding these costs are the same. We believe excluding these
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items from our non-GAAP financial measures is useful for investors and provides meaningful supplemental information.

Our non-GAAP financial schedules are:
 
Non-GAAP EPS, Non-GAAP Income from Operations, and Non-GAAP expenses: Our Non-GAAP earnings per share, Non-GAAP income from operations, and Non-GAAP expenses reflect adjustments as described above, as well as the related tax effects where applicable.
 
Adjusted EBITDA: Adjusted EBITDA is defined as net income from continuing operations before income taxes, other expenses, depreciation and amortization, and including adjustments as described above. We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments and to compare our results to those of our competitors. We believe that the inclusion of Adjusted EBITDA provides useful supplementary information to and facilitates analysis by investors in evaluating the Company's performance and trends. The presentation of Adjusted EBITDA is not meant to be considered in isolation or as an alternative to net earnings as an indicator of our performance.
 
Free Cash Flow to Equity: To supplement our statement of cash flows, we use a non-GAAP measure of cash flow to analyze cash flows generated from operations. Free cash flow to equity is defined as operating cash flow less cash used by investing activities (excluding the impact of cash paid in acquisitions), less required payments of debt, and excluding the impact of discontinued operations. Management believes that this measure of cash flow is meaningful since it represents the amount of money available from continuing operations for the Company's discretionary spending after funding all required obligations including scheduled debt payments. The presentation of non-GAAP free cash flow to equity is not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.



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