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Published: 2021-05-25 16:09:42 ET
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EX-99.1 2 a2021q48kpressreleaseprfins.htm 2021Q4 EARNINGS RELEASE Document

LIVERAMP ANNOUNCES FOURTH QUARTER AND FISCAL YEAR RESULTS

Q4 Revenue Up 13%

Record Q4 Bookings

Q4 GAAP Gross Margin of 68% and Non-GAAP Gross Margin of 74%

LiveRamp’s Global Authenticated Traffic Solution (ATS) Adopted by Over 400 Publishers


SAN FRANCISCO, Calif., May 25, 2021—LiveRamp® (NYSE: RAMP), the leading global data connectivity platform, today announced its financial results for the quarter and fiscal year ended March 31, 2021.

Fourth Quarter Financial Highlights
All metrics compared to the prior year period

Total revenue was $119 million, up 13%.

Subscription revenue was $94 million, up 13% and contributed 79% of total revenue.

Marketplace & Other revenue was $25 million, up 13%.

GAAP gross profit was $82 million, up 19% and GAAP gross margin of 68% expanded 3 percentage points. Non-GAAP gross profit was $88 million, up 18%, and non-GAAP gross margin of 74% expanded 3 percentage points.

GAAP operating loss was $52 million compared to a GAAP operating loss of $41 million in the prior year period. Non-GAAP operating income was $1 million compared to a non-GAAP operating loss of $16 million in the prior year period.

GAAP loss per share was $0.49, and non-GAAP earnings per share was $0.04.

Net cash used in operating activities was $18 million compared to net cash used in operating activities of $0 million in the prior year period.


Fiscal Year Financial Highlights
All metrics compared to the prior fiscal year

Total revenue was $443 million, up 16%.

Subscription revenue was $357 million, up 17% and contributed 80% of total revenue.

Marketplace & Other revenue was $86 million, up 15%.

GAAP gross profit was $299 million, up 31%, and GAAP gross margin of 67% expanded 8 percentage points. Non-GAAP gross profit was $322 million, up 27%, and Non-GAAP gross margin of 73% expanded 6 percentage points.

GAAP operating loss was $121 million compared to a GAAP operating loss of $181 million in the prior fiscal year. Non-GAAP operating income was $16 million compared to a non-GAAP operating loss of $64 million in the prior fiscal year.

GAAP loss per share was $1.36, and non-GAAP earnings per share were $0.23.

Net cash used in operating activities was $21 million compared to net cash used in operating activities of $29 million in the prior fiscal year.

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In fiscal 2021, LiveRamp repurchased 1.3 million shares for $42 million. Since March 31, 2021, the Company has repurchased an additional 275 thousand shares for $13.3 million. In total, since the inception of the share repurchase program in August 2011, the Company has returned over $1.19 billion in capital to shareholders.



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

“LiveRamp had an exceptional year amidst an unprecedented macro environment. I am proud of how our team showed up for our customers and each other in FY21,” said LiveRamp CEO Scott Howe. “LiveRamp’s Authenticated Traffic Solution has become the industry standard for identity in a post cookie world, and Safe Haven® is game changing for the future of data-driven customer experience.”

“LiveRamp again delivered on its commitments in FY21,” said LiveRamp President and CFO Warren Jenson. “Not only did we meaningfully grow our top-line, we delivered a record bottom-line performance, as well. We were profitable on a non-GAAP operating income basis in each quarter of FY21. Further, our record bookings performance positions us well for another strong year in FY22.”


P 2


GAAP and Non-GAAP Results

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

Q4 Fiscal 2021Full Year Fiscal 2020
ResultsResults
GAAPNon-GAAPGAAPNon-GAAP
Subscription revenue$94 $357 
YoY change %13 %17 %
Marketplace & other revenue$25 $86 
YoY change %13 %15 %
Total revenue$119 $443 
YoY change %13 %16 %
Gross profit$82 $88 $299 $322 
% Gross margin68 %74 %67 %73 %
YoY change, pts3pts3pts8pts6pts
Operating income (loss)$(52)$$(121)$16 
% Operating margin(44)%%(27)%%
YoY change, pts(5)pts16pts20pts20pts
Net income (loss)$(33)$$(90)$16 
Earnings (loss) per share$(0.49)$0.04 $(1.36)$0.23 
Shares to Calculate EPS67.1 69.9 66.3 69.0 
YoY change %%%(2)%%
Net operating cash flow$(18)$(21)
Free cash flow to equity$(18)$(23)
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 3


Additional Business Highlights & Metrics

ATS continues to experience strong global adoption, solidifying its role as the leading post-cookie solution. To date, more than 400 publishers have adopted ATS, including 70% of the U.S Comscore 20 and 65% of the U.S. Comscore 50. In addition, ATS has been adopted by more than 70 leading supply-side and demand-side platforms. Importantly, it is generating results:

Brand advertisers are generating better returns. A new Forrester Consulting Total Economic Impact™ (TEI) study, commissioned by LiveRamp, found advertisers who use LiveRamp’s ATS can achieve 343% ROI over three years with payback within only six months of initial investment.

Publishers are making more money. Recent case studies with top publishers suggest potential to increase CPM (cost per thousand impression) by over 40% using ATS compared to legacy third-party cookie methods.

During the fourth quarter, subscription net retention was 101% and platform net retention was 104%.

Current remaining performance obligations (CRPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $256 million, up 14% compared to the fourth quarter of last year. Sequentially, CRPO was up 11%.

LiveRamp has 70 clients whose subscription contracts exceed $1 million in annual revenue, up 32% compared to the prior year.

LiveRamp’s direct subscription customer count at quarter end was 825, up from 780 a year ago.


Financial Outlook

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

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

Revenue of up to $112 million, an increase of up to 13% year-over-year

GAAP operating loss of approximately $30 million

Non-GAAP operating loss of up to $2 million

For fiscal 2022, LiveRamp expects to report:

Revenue of up to $509 million, an increase of up to 15% year-over-year

GAAP operating loss of between $119 million and $114 million

Non-GAAP operating income of between $0 million and $5 million


P 4


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 relate to 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 2020 ended March 31, 2020, and LiveRamp's Quarterly Reports on Form 10-Q issued in fiscal year 2021.

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

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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, IdentityLinkTM, 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 6



LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
For the three months ended March 31,
$%
20212020VarianceVariance
Revenues$119,175 $105,701 $13,474 12.7 %
Cost of revenue37,557 36,852 705 1.9 %
Gross profit81,618 68,849 12,769 18.5 %
% Gross margin68.5 %65.1 %
Operating expenses:
Research and development46,479 28,411 18,068 63.6 %
Sales and marketing53,307 48,564 4,743 9.8 %
General and administrative32,395 30,216 2,179 7.2 %
Gains, losses and other items, net1,345 2,447 (1,102)(45.0)%
Total operating expenses133,526 109,638 23,888 21.8 %
Loss from operations(51,908)(40,789)(11,119)(27.3)%
% Margin(43.6)%(38.6)%
Total other income (expense)(404)1,565 (1,969)(125.8)%
Loss from operations before income taxes(52,312)(39,224)(13,088)(33.4)%
Income tax benefit(19,465)(34,345)14,880 43.3 %
Net loss from continuing operations(32,847)(4,879)(27,968)(573.2)%
Earnings from discontinued operations, net of tax— 750 (750)(100.0)%
Net loss$(32,847)$(4,129)$(28,718)(695.5)%
Basic earnings (loss) per share
Continuing operations$(0.49)$(0.07)$(0.42)(569.9)%
Discontinued operations— 0.01 (0.01)(100.0)%
Basic loss per share$(0.49)$(0.06)$(0.43)(693.9)%
Diluted earnings (loss) per share
Continuing operations$(0.49)$(0.07)$(0.42)(569.9)%
Discontinued operations— 0.01 (0.01)(100.0)%
Diluted loss per share$(0.49)$(0.06)$(0.43)(693.9)%
Basic weighted average shares67,111 66,977 
Diluted weighted average shares67,111 66,977 

P 7



LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
For the twelve months ended March 31,
$%
20212020VarianceVariance
Revenues$443,026 $380,572 $62,454 16.4 %
Cost of revenue144,004 152,704 (8,700)(5.7)%
Gross profit299,022 227,868 71,154 31.2 %
% Gross margin67.5 %59.9 %
Operating expenses:
Research and development135,111 105,981 29,130 27.5 %
Sales and marketing177,543 188,905 (11,362)(6.0)%
General and administrative104,201 108,903 (4,702)(4.3)%
Gains, losses and other items, net2,715 5,001 (2,286)(45.7)%
Total operating expenses419,570 408,790 10,780 2.6 %
Loss from operations(120,548)(180,922)60,374 33.4 %
% Margin(27.2)%(47.5)%
Total other income (expense)(252)15,385 (15,637)(101.6)%
Loss from continuing operations before income taxes(120,800)(165,537)44,737 27.0 %
Income tax benefit(30,532)(40,276)9,744 24.2 %
Net loss from continuing operations(90,268)(125,261)34,993 27.9 %
Earnings from discontinued operations, net of tax— 750 (750)(100.0)%
Net earnings (loss)$(90,268)$(124,511)$34,243 27.5 %
Basic earnings (loss) per share:
Continuing operations$(1.36)$(1.85)$0.49 26.4 %
Discontinued operations— 0.01 (0.01)(100.0)%
     Basic earnings (loss) per share$(1.36)$(1.84)$0.48 25.9 %
Diluted earnings (loss) per share:
Continuing operations$(1.36)$(1.85)$0.49 26.4 %
Discontinued operations— 0.01 (0.01)(100.0)%
     Diluted earnings (loss) per share$(1.36)$(1.84)$0.48 25.9 %
Basic weighted average shares66,304 67,760 
Diluted weighted average shares66,304 67,760 

P 8



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 March 31,For the twelve months ended March 31,
2021202020212020
Loss from operations before income taxes$(52,312)$(39,224)$(120,800)$(165,537)
Income taxes (benefit)(19,465)(34,345)(30,532)(40,276)
Net loss$(32,847)$(4,129)$(90,268)$(124,511)
Loss per share:
Basic$(0.49)$(0.06)$(1.36)$(1.84)
Diluted$(0.49)$(0.06)$(1.36)$(1.84)
Excluded items:
Purchased intangible asset amortization (cost of revenue)$4,177 $5,181 $18,046 $19,042 
Non-cash stock compensation (cost of revenue and operating expenses)47,124 17,168 111,707 89,447 
Accelerated depreciation (cost of revenue and operating expenses— — — 3,569 
Restructuring and merger charges (gains, losses, and other)1,345 2,447 2,715 5,001 
Transformation costs (general and administrative)— — 3,863 — 
Total excluded items52,646 24,796 136,331 117,059 
Income (loss) from operations before income taxes and excluding items334 (14,428)15,531 (48,478)
Income taxes (benefit) (2)(2,628)(11,199)(638)(11,452)
Non-GAAP net earnings (loss)$2,962 $(3,229)$16,169 $(37,026)
Non-GAAP earnings (loss) per share:
Basic$0.04 $(0.05)$0.24 $(0.55)
Diluted$0.04 $(0.05)$0.23 $(0.55)
Basic weighted average shares67,111 66,977 66,304 67,760 
Diluted weighted average shares69,935 66,977 68,963 67,760 

(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.

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LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP LOSS FROM OPERATIONS (1)
(Unaudited)
(Dollars in thousands)
For the three months ended March 31,For the twelve months ended March 31,
2021202020212020
Loss from continuing operations$(51,908)$(40,789)$(120,548)$(180,922)
Excluded items:
Purchased intangible asset amortization (cost of revenue)4,177 5,181 18,046 19,042 
Non-cash stock compensation (cost of revenue and operating expenses)47,124 17,168 111,707 89,447 
Accelerated depreciation (cost of revenue and operating expenses— — — 3,569 
Restructuring and merger charges (gains, losses, and other)1,345 2,447 2,715 5,001 
Transformation costs (general and administrative)— — 3,863 — 
Total excluded items52,646 24,796 136,331 117,059 
Income (loss) from continuing operations before excluded items$738 $(15,993)$15,783 $(63,863)


(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 10



LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA (1)
(Unaudited)
(Dollars in thousands)
For the three months ended March 31,For the twelve months ended March 31,
2021202020212020
Net loss from continuing operations$(32,847)$(4,879)$(90,268)$(125,261)
Income taxes (benefit)(19,465)(34,345)(30,532)(40,276)
Other expense (income)404 (1,565)252 (15,385)
Loss from operations(51,908)(40,789)(120,548)(180,922)
Depreciation and amortization6,277 7,943 27,741 35,901 
EBITDA$(45,631)$(32,846)$(92,807)$(145,021)
Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses)47,124 17,168 111,707 89,447 
Restructuring and merger charges (gains, losses, and other)1,345 2,447 2,715 5,001 
Transformation costs (general and administrative)— — 3,863 — 
Other adjustments48,469 19,615 118,285 94,448 
Adjusted EBITDA$2,838 $(13,231)$25,478 $(50,573)


(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 11



LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31,March 31,$%
20212020VarianceVariance
Assets
Current assets:
Cash and cash equivalents$572,787 $717,811 $(145,024)(20.2)%
Restricted cash8,900 14,815 (5,915)(39.9)%
Trade accounts receivable, net114,284 92,761 21,523 23.2 %
Refundable income taxes65,692 38,340 27,352 71.3 %
Other current assets64,052 32,666 31,386 96.1 %
Total current assets825,715 896,393 (70,678)(7.9)%
Property and equipment44,284 44,786 (502)(1.1)%
Less - accumulated depreciation and amortization32,327 25,465 6,862 26.9 %
Property and equipment, net11,957 19,321 (7,364)(38.1)%
Intangible assets, net39,730 45,200 (5,470)(12.1)%
Goodwill357,446 297,796 59,650 20.0 %
Deferred commissions, net22,619 16,014 6,605 41.2 %
Other assets, net30,854 27,165 3,689 13.6 %
$1,288,321 $1,301,889 $(13,568)(1.0)%
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable$39,955 $42,204 $(2,249)(5.3)%
Accrued payroll and related expenses46,438 28,791 17,647 61.3 %
Other accrued expenses58,353 68,991 (10,638)(15.4)%
Acquisition escrow payable8,900 14,815 (5,915)(39.9)%
Deferred revenue11,603 6,581 5,022 76.3 %
Total current liabilities165,249 161,382 3,867 2.4 %
Other liabilities42,389 52,995 (10,606)(20.0)%
Stockholders' equity:
Preferred stock— — — — %
Common stock14,781 14,394 387 2.7 %
Additional paid-in capital1,630,072 1,496,565 133,507 8.9 %
Retained earnings1,454,826 1,545,094 (90,268)(5.8)%
Accumulated other comprehensive income7,522 5,745 1,777 30.9 %
Treasury stock, at cost(2,026,518)(1,974,286)(52,232)2.6 %
Total stockholders' equity$1,080,683 $1,087,512 $(6,829)(0.6)%
$1,288,321 $1,301,889 $(13,568)(1.0)%

P 12



LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the three months ended March 31,
20212020
Cash flows from operating activities:
Net earnings (loss)$(32,847)$(4,129)
Earnings from discontinued operations— (750)
Non-cash operating activities:
Depreciation and amortization6,277 7,943 
Loss on disposal or impairment of assets54 1,865 
Provision for doubtful accounts(431)3,450 
Deferred income taxes(1,418)(8,343)
Non-cash stock compensation expense47,124 17,168 
Changes in operating assets and liabilities:
Accounts receivable, net1,818 (8,667)
Deferred commissions(1,523)(2,563)
Other assets(26,283)(8,548)
Accounts payable and other liabilities6,731 12,326 
Income taxes, net(17,233)(12,030)
Deferred revenue(156)2,058 
Net cash used in operating activities(17,887)(220)
Cash flows from investing activities:
Capital expenditures(376)(1,409)
Proceeds from sales of assets— 356 
Cash paid in acquisitions, net of cash received(58,264)— 
Purchases of investments(4,500)— 
Net cash used in investing activities(63,140)(1,053)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans61 1,331 
Shares repurchased for tax withholdings upon vesting of stock-based awards(538)(6,465)
Acquisition of treasury stock— (61,002)
Net cash used in financing activities(477)(66,136)
Net cash used in continuing operations$(81,504)$(67,409)
P 13


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the three months ended March 31,
20212020
Cash flows from discontinued operations:
From operating activities$— $(207)
From investing activities— 18,582 
Net cash provided by discontinued operations— 18,375 
Net cash provided by (used in) continuing and discontinued operations(81,504)(49,034)
Effect of exchange rate changes on cash(210)(355)
Net change in cash, cash equivalents and restricted cash(81,714)(49,389)
Cash, cash equivalents and restricted cash at beginning of period663,401 782,015 
Cash, cash equivalents and restricted cash at end of period$581,687 $732,626 
Supplemental cash flow information:
Cash paid (received) for income taxes, net$(819)$(13,515)

P 14



LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the twelve months ended March 31,
20212020
Cash flows from operating activities:
Net earnings (loss)$(90,268)$(124,511)
Earnings from discontinued operations— (750)
Non-cash operating activities:
Depreciation and amortization27,741 35,901 
Loss on disposal or impairment of assets388 1,725 
Provision for doubtful accounts2,915 7,133 
Deferred income taxes(1,418)(6,878)
Non-cash stock compensation expense111,707 89,447 
Changes in operating assets and liabilities:
Accounts receivable, net(24,828)(20,518)
Deferred commissions(6,605)(5,273)
Other assets(18,772)(6,144)
Accounts payable and other liabilities(116)24,923 
Income taxes, net(26,215)(25,453)
Deferred revenue4,911 1,823 
Net cash used in operating activities(20,560)(28,575)
Cash flows from investing activities:
Capital expenditures(2,182)(11,711)
Proceeds from sales of assets— 873 
Cash paid in acquisitions, net of cash received(76,012)(105,365)
Purchases of investments(7,500)— 
Purchases of strategic investments(2,200)— 
Net cash used in investing activities(87,894)(116,203)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans8,737 4,736 
Shares repurchased for tax withholdings upon vesting of stock-based awards(9,920)(24,522)
Acquisition of treasury stock(42,312)(182,190)
Net cash used in financing activities(43,495)(201,976)
Net cash used in continuing operations$(151,949)$(346,754)
P 15


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the twelve months ended March 31,
20212020
Cash flows from discontinued operations:
From operating activities$— $(207)
From investing activities— 18,582 
Net cash provided by discontinued operations— 18,375 
Effect of exchange rate changes on cash1,010 (468)
Net change in cash, cash equivalents and restricted cash(150,939)(328,847)
Cash, cash equivalents and restricted cash at beginning of period732,626 1,061,473 
Cash, cash equivalents and restricted cash at end of period$581,687 $732,626 
Supplemental cash flow information:
Cash paid (received) for income taxes, net$(2,911)$(7,344)

P 16



LIVERAMP HOLDINGS, INC AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW TO EQUITY (1)
(Unaudited)
(Dollars in thousands)
6/30/20199/30/201912/31/20193/31/2020FY20206/30/20209/30/202012/31/20203/31/2021FY2021
Net Cash Provided by (Used in) Operating Activities$(15,408)$(28,751)$15,804 $(220)$(28,575)$(23,612)$6,249 $14,690 $(17,887)$(20,560)
Less:
Capital expenditures(4,888)(2,641)(2,773)(1,409)(11,711)(832)(296)(678)(376)(2,182)
Free Cash Flow to Equity$(20,296)$(31,392)$13,031 $(1,629)$(40,286)$(24,444)$5,953 $14,012 $(18,263)$(22,742)


(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
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
Q4 FY21 to Q4 FY20
6/30/20199/30/201912/31/20193/31/2020FY20206/30/20209/30/202012/31/20203/31/2021FY2021%$
Revenues$82,511 $90,143 $102,217 $105,701 $380,572 $99,437 $104,661 $119,753 $119,175 $443,026 12.7 %$13,474 
Cost of revenue36,426 41,460 37,966 36,852 152,704 34,465 34,897 37,085 37,557 144,004 1.9 %705 
Gross profit46,085 48,683 64,251 68,849 227,868 64,972 69,764 82,668 81,618 299,022 18.5 %12,769 
% Gross margin55.9 %54.0 %62.9 %65.1 %59.9 %65.3 %66.7 %69.0 %68.5 %67.5 %
Operating expenses
Research and development23,722 26,445 27,403 28,411 105,981 26,989 31,035 30,608 46,479 135,111 63.6 %18,068 
Sales and marketing43,144 45,204 51,993 48,564 188,905 38,627 41,705 43,904 53,307 177,543 9.8 %4,743 
General and administrative25,318 27,262 26,107 30,216 108,903 23,368 24,495 23,943 32,395 104,201 7.2 %2,179 
Gains, losses and other items, net2,276 45 233 2,447 5,001 1,995 (619)(6)1,345 2,715 (45.0)%(1,102)
Total operating expenses94,460 98,956 105,736 109,638 408,790 90,979 96,616 98,449 133,526 419,570 21.8 %23,888 
Loss from operations(48,375)(50,273)(41,485)(40,789)(180,922)(26,007)(26,852)(15,781)(51,908)(120,548)(27.3)%(11,119)
Total other income/(expense)5,882 4,780 3,158 1,565 15,385 463 (225)(86)(404)(252)(125.8)%(1,969)
Loss from continuing operations before income taxes(42,493)(45,493)(38,327)(39,224)(165,537)(25,544)(27,077)(15,867)(52,312)(120,800)(33.4)%(13,088)
Income taxes (benefit)(353)(5,291)(287)(34,345)(40,276)(3,816)(3,109)(4,142)(19,465)(30,532)43.3 %14,880 
Net loss from continuing operations$(42,140)$(40,202)$(38,040)$(4,879)$(125,261)$(21,728)$(23,968)$(11,725)$(32,847)$(90,268)(573.2)%$(27,968)
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LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)
(Unaudited)
(Dollars in thousands, except per share amounts)
Q4 FY21 to Q4 FY20
6/30/20199/30/201912/31/20193/31/2020FY20206/30/20209/30/202012/31/20203/31/2021FY2021%$
Earnings from discontinued operations, net of tax$— $— $— $750 $750 $— $— $— $— $— — %$(750)
Net loss$(42,140)$(40,202)$(38,040)$(4,129)$(124,511)$(21,728)$(23,968)$(11,725)$(32,847)$(90,268)(695.5)%$(28,718)
Diluted loss per share$(0.61)$(0.59)$(0.56)$(0.06)$(1.84)$(0.33)$(0.36)$(0.18)$(0.49)$(1.36)(693.9)%$(0.43)
Diluted loss per share from continuing operations$(0.61)$(0.59)$(0.56)$(0.07)$(1.85)$(0.33)$(0.36)$(0.18)$(0.49)$(1.36)(571.9)%$(0.42)
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)
6/30/20199/30/201912/31/20193/31/2020FY20206/30/20209/30/202012/31/20203/31/2021FY2021
Loss from continuing operations before income taxes$(42,493)$(45,493)$(38,327)$(39,224)$(165,537)$(25,544)$(27,077)$(15,867)$(52,312)$(120,800)
Income taxes (benefit)(353)(5,291)(287)(34,345)(40,276)(3,816)(3,109)(4,142)(19,465)(30,532)
Net loss from continuing operations(42,140)(40,202)(38,040)(4,879)(125,261)(21,728)(23,968)(11,725)(32,847)(90,268)
Earnings from discontinued operations, net of tax— — — 750 750 — — — — — 
— 
Net loss$(42,140)$(40,202)$(38,040)$(4,129)$(124,511)$(21,728)$(23,968)$(11,725)$(32,847)$(90,268)
Loss per share:
Basic$(0.61)$(0.59)$(0.56)$(0.06)$(1.84)$(0.33)$(0.36)$(0.18)$(0.49)$(1.36)
Diluted$(0.61)$(0.59)$(0.56)$(0.06)$(1.84)$(0.33)$(0.36)$(0.18)$(0.49)$(1.36)
Excluded items:
Purchased intangible asset amortization (cost of revenue)$3,123 $5,369 $5,369 $5,181 $19,042 $5,306 $4,350 $4,213 $4,177 $18,046 
Non-cash stock compensation (cost of revenue and operating expenses)18,630 23,354 30,295 17,168 89,447 16,485 24,204 23,894 47,124 111,707 
Accelerated amortization (cost of revenue and operating expenses)1,906 1,663 — — 3,569 — — — — — 
Restructuring and merger charges (gains, losses, and other)2,276 45 233 2,447 5,001 1,995 (619)(6)1,345 2,715 
Transformation costs (general and administrative)— — — — — 3,605 258 — — 3,863 
 Total excluded items, continuing operations$25,935 $30,431 $35,897 $24,796 $117,059 $27,391 $28,193 $28,101 $52,646 $136,331 
P 20


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1) (Continued)
(Unaudited)
(Dollars in thousands, except per share amounts)
6/30/20199/30/201912/31/20193/31/2020FY20206/30/20209/30/202012/31/20203/31/2021FY2021
Income (loss) from continuing operations before income taxes and excluding items$(16,558)$(15,062)$(2,430)$(14,428)$(48,478)$1,847 $1,116 $12,234 $334 $15,531 
Income taxes (benefit)(216)190 (227)(11,199)(11,452)934 (1,291)2,347 (2,628)(638)
Non-GAAP net earnings (loss)$(16,342)$(15,252)$(2,203)$(3,229)$(37,026)$913 $2,407 $9,887 $2,962 $16,169 
Non-GAAP earnings (loss) per share:
Basic$(0.24)$(0.23)$(0.03)$(0.05)$(0.55)$0.01 $0.04 $0.15 $0.04 $0.24 
Diluted$(0.24)$(0.23)$(0.03)$(0.05)$(0.55)$0.01 $0.03 $0.14 $0.04 $0.24 
Basic weighted average shares68,906 67,684 67,473 66,977 67,760 65,570 66,010 66,523 67,111 66,304 
Diluted weighted average shares68,906 67,684 67,473 66,977 67,760 67,337 68,804 69,775 69,935 68,963 
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)
6/30/20199/30/201912/31/20193/31/2020FY20206/30/20209/30/202012/31/20203/31/2021FY2021
Expenses, continuing operations:
Cost of revenue$36,426 $41,460 $37,966 $36,852 $152,704 $34,465 $34,897 $37,085 $37,557 $144,004 
Research and development23,722 26,445 27,403 28,411 105,981 26,989 31,035 30,608 46,479 135,111 
Sales and marketing43,144 45,204 51,993 48,564 188,905 38,627 41,705 43,904 53,307 177,543 
General and administrative25,318 27,262 26,107 30,216 108,903 23,368 24,495 23,943 32,395 104,201 
Gains, losses and other items, net2,276 45 233 2,447 5,001 1,995 (619)(6)1,345 2,715 
Gross profit, continuing operations:46,085 48,683 64,251 68,849 227,868 64,972 69,764 82,668 81,618 299,022 
% Gross margin55.9 %54.0 %62.9 %65.1 %59.9 %65.3 %66.7 %69.0 %68.5 %67.5 %
Excluded items:
Purchased intangible asset amortization (cost of revenue)3,123 5,369 5,369 5,181 19,042 5,306 4,350 4,213 4,177 18,046 
Non-cash stock compensation (cost of revenue)755 1,060 1,028 926 3,769 775 913 988 2,624 5,300 
Non-cash stock compensation (research and development)4,451 6,346 6,462 6,001 23,260 5,886 7,713 7,376 17,985 38,960 
Non-cash stock compensation (sales and marketing)8,920 9,758 15,670 3,678 38,026 7,123 9,233 9,212 14,833 40,401 
Non-cash stock compensation (general and administrative)4,504 6,190 7,135 6,563 24,392 2,701 6,345 6,318 11,682 27,046 
Accelerated depreciation (cost of revenue)1,487 1,245 — — 2,732 — — — — — 
Accelerated depreciation (general and administrative)419 418 — — 837 — — — — — 
Restructuring and merger charges (gains, losses, and other)2,276 45 233 2,447 5,001 1,995 (619)(6)1,345 2,715 
Transformation costs (general and administrative)— — — — — 3,605 258 — — 3,863 
Total excluded items$25,935 $30,431 $35,897 $24,796 $117,059 $27,391 $28,193 $28,101 $52,646 $136,331 
P 22


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1) (Continued)
(Unaudited)
(Dollars in thousands)
6/30/20199/30/201912/31/20193/31/2020FY20206/30/20209/30/202012/31/20203/31/2021FY2021
Expenses, continued operations excluding items:
Cost of revenue$31,061 $33,786 $31,569 $30,745 $127,161 $28,384 $29,634 $31,884 $30,756 $120,658 
Research and development19,271 20,099 20,941 22,410 82,721 21,103 23,322 23,232 28,494 96,151 
Sales and marketing34,224 35,446 36,323 44,886 150,879 31,504 32,472 34,692 38,474 137,142 
General and administrative20,395 20,654 18,972 23,653 83,674 17,062 17,892 17,625 20,713 73,292 
Gains, losses and other items, net— — — — — — — — — — 
Gross profit, continuing operations excluding items:$51,450 $56,357 $70,648 $74,956 $253,411 $71,053 $75,027 $87,869 $88,419 $322,368 
% Gross margin62.4 %62.5 %69.1 %70.9 %66.6 %71.5 %71.7 %73.4 %74.2 %72.8 %

(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
June 30, 2021March 31, 2022
GAAP loss from operations(30,000)(116,500)
Excluded items:
Purchased intangible asset amortization5,000 18,000 
Non-cash stock compensation21,000 99,000 
Transformation costs— — 
Restructuring and merger costs2,000 2,000 
Total excluded items28,000 119,000 
Non-GAAP income (loss) from operations(2,000)2,500 

(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 easures 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
FISCAL 2021 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. Beginning in the first quarter 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
P 25


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 items from our non-GAAP financial measures is useful for investors and provides meaningful supplemental information.
 
Accelerated depreciation: In the prior year we excluded depreciation costs associated with the reduced useful life of certain IT equipment in connection with the Company's migration to a cloud-based data center solution. This migration was part of our AMS separation strategy. These costs are excluded from our non-GAAP results because of the short-term nature of the incremental expenses and such amounts are not used by us to assess the core profitability of our business operations.


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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