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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):   November 8, 2022
LiveRamp Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-38669 83-1269307
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
225 Bush Street, Seventeenth Floor
San Francisco, CA
(Address of Principal Executive Offices)
94104
(Zip Code)
(888) 987-6764
(Registrant's Telephone Number, Including Area Code)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $.10 Par Value RAMP New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.






Section 2—Financial Information

Item 2.02    Results of Operations and Financial Condition

    On November 8, 2022, LiveRamp Holdings, Inc. (the “Company”) issued a press release announcing the results of its financial performance for its second quarter ended September 30, 2022. The Company will hold a conference call at 1:30 PM PDT today to further discuss this information. Interested parties are invited to listen to the webcast, which will be broadcast via the Internet at www.liveramp.com. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

Section 9—Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits
 
(d)    Exhibits
Exhibit Number Description
99.1
101.sch Inline XBRL Taxonomy Extension Schema Document
101.lab Inline XBRL Taxonomy Extension Label Linkbase Document
101.pre Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101)





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 8, 2022


LiveRamp Holdings, Inc.
By: /s/ Jerry C. Jones
Name: Jerry C. Jones
Title: Chief Ethics and Legal Officer & Executive Vice President



EX-99.1 2 a2023q28kpressreleaseprfins.htm EX-99.1 FY2023Q2 EARNINGS PRESS RELEASE Document

LIVERAMP ANNOUNCES SECOND QUARTER RESULTS

Total Revenue Up 16% and Subscription Revenue Up 14%

Raising FY23 Operating Income Guidance

$100 Million of Stock Repurchased Fiscal Year to Date

SAN FRANCISCO, Calif., November 8, 2022—LiveRamp® (NYSE: RAMP), the leading global data enablement platform, today announced its financial results for the quarter ended September 30, 2022.

Q2 Financial Highlights1

•Total revenue was $147 million, up 16%.

•Subscription revenue was $120 million, up 14%, and accounted for 81% of total revenue.

•Marketplace & Other revenue was $27 million, up 25%.

•GAAP gross profit was $105 million, up 14%. GAAP gross margin of 71% contracted by 1 percentage point. Non-GAAP gross profit was $111 million, up 13%. Non-GAAP gross margin of 75% contracted by 2 percentage points.

•GAAP operating loss was $29 million compared to $6 million in the prior year period. Non-GAAP operating income was $17 million compared to $18 million in the prior year period.

•GAAP loss per share was $0.45, and non-GAAP earnings per share were $0.22.

•Net cash provided by operating activities was $21 million compared to $11 million in the prior year period.

•During the quarter, the Company repurchased approximately 1.7 million shares for $40 million under its current share repurchase program. Fiscal year to date the Company has repurchased approximately 3.8 million shares for $100 million. Since inception of the program in August 2011, the Company has returned approximately $1.3 billion in capital to shareholders.


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

“Despite challenging macroeconomic conditions, we delivered healthy second quarter results, with 16% revenue growth and strong free cash flow,” said LiveRamp CEO Scott Howe. “Our second quarter results demonstrate the vital role LiveRamp plays for our customers. We continue to lead the industry in identity resolution and data collaboration through our Safe Haven® platform.”

“In this period of uncertainty, we’ve tightened our belts,” added President and CFO Warren Jenson. “As a result, we’re increasing our FY23 non-GAAP operating income guidance to approximately $60 million, representing growth of more than 40% year-on-year.”


1 Unless otherwise indicated, all comparisons are to the prior year period.
P 1


GAAP and Non-GAAP Results

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

Q2 Fiscal 2023 Q2 Fiscal 2022
Results Results
GAAP Non-GAAP GAAP Non-GAAP
Subscription revenue $ 120  $ 105 
YoY change % 14  % 23  %
Marketplace & other revenue $ 27  $ 22 
YoY change % 25  % 16  %
Total revenue $ 147  $ 127 
YoY change % 16  % 22  %
Gross profit $ 105  $ 111  $ 92  $ 98 
% Gross margin 71  % 75  % 72  % 77  %
YoY change, pts (1)pts (2)pts 6pts 5pts
Operating income (loss) $ (29) $ 17  $ (6) $ 18 
% Operating margin (20) % 12  % (5) % 14  %
YoY change, pts (15)pts (2)pts 21pts 13pts
Net earnings (loss) $ (30) $ 15  $ (6) $ 18 
Earnings (loss) per share $ (0.45) $ 0.22  $ (0.09) $ 0.26 
Shares to Calculate EPS 67.1  67.6  68.0  69.3 
YoY change % (1) % (3) % % %
Net operating cash flow $ 21  $ 11 
Free cash flow to equity $ 19  $ 10 
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. Further, in March 2022, LiveRamp announced an expanded partnership with The Trade Desk to power European Unified ID (EUID) via its ATS infrastructure.

•To date, over 1,500 publishers, representing more than 11,500 deployed domains, have integrated ATS worldwide, including Amazon Publisher Services, Microsoft, Hearst, CafeMedia, Leaf Group, Prisma Media and Burda.

•The Company recently announced an expanded partnership with Meta, enabling marketers to privately and securely use their first-party data to target, measure, and optimize campaigns to drive greater returns from their marketing investments -- all powered by LiveRamp's people-based, privacy-first identifier, RampID. LiveRamp's ATS is also now available for marketers to connect to Facebook's Conversions API (CAPI), a tool that creates, measures and optimizes advertising campaigns in flight.

•In September 2022, the Company announced that its identity solutions will be directly integrated with Genie, Salesforce’s new real-time customer data platform (CDP). Genie customers will have access to LiveRamp tools to build more accurate audiences powered by RampID™, the Company’s people-based identifier that provides access to 125+ DSPs/SSPs and our network of publishers.

•LiveRamp added 10 net new direct subscription customers in the second quarter. Customer count at quarter end was 920, up from 870 a year ago.

•LiveRamp has 92 customers whose subscription contracts exceed $1 million in annual revenue, up 15% compared to the prior year period.

•During the second quarter, subscription net retention was 106% and platform net retention was 108%.

•Current remaining performance obligations (CRPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $293 million, up 10% compared to the prior year period.

•During the second quarter, the Company announced it will reduce its real estate footprint resulting in restructuring charges of $12 million. Subsequent to the end of the second quarter, the Company announced it will reduce its current workforce by approximately 10% and further reduce its real estate footprint. Collectively, these actions are expected to result in annualized operating expense savings of $30 million to $35 million.




P 3


Financial Outlook

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

For the third quarter of fiscal 2023, LiveRamp expects to report:

•Revenue of approximately $158 million, an increase of 12% year-over-year

•GAAP operating loss of approximately $27 million

•Non-GAAP operating income of approximately $22 million

For fiscal 2023, LiveRamp raises its guidance and now expects to report:

•Revenue of between $595 million and $600 million, an increase of 13% year-over-year

•GAAP operating loss of approximately $102 million

•Non-GAAP operating income of approximately $60 million



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 for fiscal 2023 and beyond, 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 the ongoing COVID-19 pandemic, rising interest rates, cost increases and general inflationary pressure and the associated impacts 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 operating in a hybrid work environment, with some employees working remotely at least some of the time within a rapidly changing industry, while also avoiding disruption from reductions in our current workforce as well as disruptions resulting from acquisition and divestiture activities.
P 4


Our international operations are also subject to risks, including war and civil unrest, 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, or the risk that our current insurance coverage may not be adequate for such a breach, that an insurer might deny coverage for a claim or that such insurance will continue to be available to us on commercially reasonable terms, or at all, 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 2022 ended March 31, 2022, and LiveRamp's Quarterly Reports on Form 10-Q issued in fiscal year 2023.

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

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
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
For the three months ended September 30,
$ %
2022 2021 Variance Variance
Revenues $ 147,099  $ 127,290  $ 19,809  15.6  %
Cost of revenue 42,304  35,079  7,225  20.6  %
Gross profit 104,795  92,211  12,584  13.6  %
% Gross margin 71.2  % 72.4  %
Operating expenses:
Research and development 46,139  35,788  10,351  28.9  %
Sales and marketing 45,949  39,509  6,440  16.3  %
General and administrative 28,718  23,078  5,640  24.4  %
Gains, losses and other items, net 13,111  18  13,093  NA
Total operating expenses 133,917  98,393  35,524  36.1  %
Loss from operations (29,122) (6,182) (22,940) (371.1) %
% Margin (19.8) % (4.9) %
Total other income, net 2,248  150  2,098  1,398.7  %
Loss before income taxes (26,874) (6,032) (20,842) (345.5) %
Income tax expense 3,562  399  3,163  792.7  %
Net loss $ (30,436) $ (6,431) $ (24,005) (373.3) %
Basic loss per share $ (0.45) $ (0.09) $ (0.36) (379.9) %
Diluted loss per share $ (0.45) $ (0.09) $ (0.36) (379.9) %
Basic weighted average shares 67,096  68,042 
Diluted weighted average shares 67,096  68,042 

P 6


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
For the six months ended September 30,
$ %
2022 2021 Variance Variance
Revenues $ 289,342  $ 246,328  $ 43,014  17.5  %
Cost of revenue 83,325  69,394  13,931  20.1  %
Gross profit 206,017  176,934  29,083  16.4  %
% Gross margin 71.2  % 71.8  %
Operating expenses:
Research and development 93,800  70,564  23,236  32.9  %
Sales and marketing 97,229  81,488  15,741  19.3  %
General and administrative 55,862  47,369  8,493  17.9  %
Gains, losses and other items, net 13,850  1,296  12,554  968.7  %
Total operating expenses 260,741  200,717  60,024  29.9  %
Loss from operations (54,724) (23,783) (30,941) (130.1) %
% Margin (18.9) % (9.7) %
Total other income, net 2,947  30,751  (27,804) (90.4) %
Income (loss) before income taxes (51,777) 6,968  (58,745) (843.1) %
Income tax expense (benefit) 5,877  (3,966) 9,843  248.2  %
Net earnings (loss) $ (57,654) $ 10,934  $ (68,588) (627.3) %
Basic earnings (loss) per share $ (0.85) $ 0.16  $ (1.01) (630.7) %
Diluted earnings (loss) per share $ (0.85) $ 0.16  $ (1.01) (640.7) %
Basic weighted average shares 67,750  68,185 
Diluted weighted average shares 67,750  69,473 

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 September 30, For the six months ended September 30,
2022 2021 2022 2021
Income (loss) before income taxes $ (26,874) $ (6,032) $ (51,777) $ 6,968 
Income tax expense (benefit) 3,562  399  5,877  (3,966)
Net earnings (loss) $ (30,436) $ (6,431) $ (57,654) $ 10,934 
Earnings (loss) per share:
Basic $ (0.45) $ (0.09) $ (0.85) $ 0.16 
Diluted $ (0.45) $ (0.09) $ (0.85) $ 0.16 
Excluded items:
Purchased intangible asset amortization (cost of revenue) $ 4,637  $ 4,612  $ 9,280  $ 9,257 
Non-cash stock compensation (cost of revenue and operating expenses) 27,293  19,221  51,518  37,717 
Transformation costs (general and administrative) 1,250  —  1,250  — 
Restructuring and merger charges (gains, losses, and other) 13,111  18  13,850  1,296 
Gain on retained profits interest (other income) —  —  —  (30,052)
Total excluded items 46,291  23,851  75,898  18,218 
Income before income taxes and excluding items 19,417  17,819  24,121  25,186 
Income tax expense (benefit) (2) 4,557  (12) 5,794  853 
Non-GAAP net earnings $ 14,860  $ 17,831  $ 18,327  $ 24,333 
Non-GAAP earnings per share:
Basic $ 0.22  $ 0.26  $ 0.27  $ 0.36 
Diluted $ 0.22  $ 0.26  $ 0.27  $ 0.35 
Basic weighted average shares 67,096  68,042  67,750  68,185 
Diluted weighted average shares 67,568  69,333  68,384  69,473 

(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 September 30, For the six months ended September 30,
2022 2021 2022 2021
Loss from operations $ (29,122) $ (6,182) $ (54,724) $ (23,783)
Excluded items:
Purchased intangible asset amortization (cost of revenue) 4,637  4,612  9,280  9,257 
Non-cash stock compensation (cost of revenue and operating expenses) 27,293  19,221  51,518  37,717 
Restructuring and merger charges (gains, losses, and other) 13,111  18  13,850  1,296 
Transformation costs (general and administrative) 1,250  —  1,250  — 
Total excluded items 46,291  23,851  75,898  48,270 
Income from operations before excluded items $ 17,169  $ 17,669  $ 21,174  $ 24,487 


(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 September 30, For the six months ended September 30,
2022 2021 2022 2021
Net earnings (loss) $ (30,436) $ (6,431) $ (57,654) $ 10,934 
Income tax expense (benefit) 3,562  399  5,877  (3,966)
Other income (2,248) (150) (2,947) (30,751)
Loss from operations (29,122) (6,182) (54,724) (23,783)
Depreciation and amortization 5,689  5,819  11,430  12,404 
EBITDA $ (23,433) $ (363) $ (43,294) $ (11,379)
Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses) 27,293  19,221  51,518  37,717 
Restructuring and merger charges (gains, losses, and other) 13,111  18  13,850  1,296 
Other adjustments 41,654  19,239  66,618  39,013 
Adjusted EBITDA $ 18,221  $ 18,876  $ 23,324  $ 27,634 


(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
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
September 30, March 31, $ %
2022 2022 Variance Variance
Assets
Current assets:
Cash and cash equivalents $ 485,602  $ 600,162  $ (114,560) (19.1) %
Trade accounts receivable, net 157,711  148,343  9,368  6.3  %
Refundable income taxes, net 29,971  30,354  (383) (1.3) %
Other current assets 31,512  36,975  (5,463) (14.8) %
Total current assets 704,796  815,834  (111,038) (13.6) %
Property and equipment 45,614  45,001  613  1.4  %
Less - accumulated depreciation and amortization 34,573  33,470  1,103  3.3  %
Property and equipment, net 11,041  11,531  (490) (4.2) %
Intangible assets, net 17,394  26,718  (9,324) (34.9) %
Goodwill 362,517  363,845  (1,328) (0.4) %
Deferred commissions, net 31,514  30,594  920  3.0  %
Other assets, net 61,237  85,214  (23,977) (28.1) %
$ 1,188,499  $ 1,333,736  $ (145,237) (10.9) %
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable $ 70,312  $ 83,197  $ (12,885) (15.5) %
Accrued payroll and related expenses 22,822  39,188  (16,366) (41.8) %
Other accrued expenses 40,667  46,067  (5,400) (11.7) %
Deferred revenue 16,397  16,114  283  1.8  %
Total current liabilities 150,198  184,566  (34,368) (18.6) %
Other liabilities 78,232  86,110  (7,878) (9.1) %
Stockholders' equity:
Preferred stock —  —  —  —  %
Common stock 15,148  14,984  164  1.1  %
Additional paid-in capital 1,780,803  1,721,118  59,685  3.5  %
Retained earnings 1,363,339  1,420,993  (57,654) (4.1) %
Accumulated other comprehensive income 1,925  5,730  (3,805) (66.4) %
Treasury stock, at cost (2,201,146) (2,099,765) (101,381) 4.8  %
Total stockholders' equity 960,069  1,063,060  (102,991) (9.7) %
$ 1,188,499  $ 1,333,736  $ (145,237) (10.9) %

P 11


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the three months ended September 30,
2022 2021
Cash flows from operating activities:
Net loss (30,436) (6,431)
Non-cash operating activities:
Depreciation and amortization 5,689  5,819 
Loss on disposal or impairment of assets (192) 29 
Lease impairments 12,225  — 
Provision for doubtful accounts 118  327 
Deferred income taxes 31  141 
Non-cash stock compensation expense 27,293  19,221 
Changes in operating assets and liabilities:
Accounts receivable, net (3,716) (11,024)
Deferred commissions (551) (1,986)
Other assets 4,608  4,072 
Accounts payable and other liabilities 5,080  447 
Income taxes, net (618) 368 
Deferred revenue 1,844  (82)
Net cash provided by operating activities 21,375  10,901 
Cash flows from investing activities:
Capital expenditures (2,673) (876)
Proceeds from sale of strategic investment 400  — 
Net cash used in investing activities (2,273) (876)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans 997 
Shares repurchased for tax withholdings upon vesting of stock-based awards (708) (1,181)
Acquisition of treasury stock (40,038) (15,000)
Net cash used in financing activities (40,744) (15,184)
Effect of exchange rate changes on cash (1,010) (275)
Net change in cash and cash equivalents (22,652) (5,434)
Cash and cash equivalents at beginning of period 508,254  549,755 
Cash and cash equivalents at end of period 485,602  544,321 
Supplemental cash flow information:
Cash paid (received) for income taxes, net 4,165  (118)
Operating lease assets obtained in exchange for operating lease liabilities —  35,691 
Purchases of property, plant and equipment remaining unpaid at period end 187  195 

P 12


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the six months ended September 30,
2022 2021
Cash flows from operating activities:
Net earnings (loss) (57,654) 10,934 
Non-cash operating activities:
Depreciation and amortization 11,430  12,404 
Loss on disposal or impairment of assets (197) 142 
Lease impairments 12,225  — 
Gain on distribution from retained profits interest —  (30,052)
Provision for doubtful accounts 1,115  1,282 
Deferred income taxes 218  (771)
Non-cash stock compensation expense 51,518  37,717 
Changes in operating assets and liabilities:
Accounts receivable, net (11,449) (18,073)
Deferred commissions (920) (5,369)
Other assets 8,960  23,408 
Accounts payable and other liabilities (29,477) (36,829)
Income taxes, net 1,513  (632)
Deferred revenue 724  (501)
Net cash used in operating activities (11,994) (6,340)
Cash flows from investing activities:
Capital expenditures (4,414) (1,303)
Proceeds from sale of strategic investment 400  — 
Cash paid in acquisitions, net of cash received —  (8,368)
Distribution from retained profits interest —  31,000 
Net cash provided by (used in) investing activities (4,014) 21,329 
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans 4,591  4,278 
Shares repurchased for tax withholdings upon vesting of stock-based awards (1,290) (12,542)
Acquisition of treasury stock (100,091) (44,077)
Net cash used in financing activities (96,790) (52,341)
Effect of exchange rate changes on cash (1,762) (14)
Net change in cash and cash equivalents (114,560) (37,366)
Cash and cash equivalents at beginning of period 600,162  581,687 
Cash and cash equivalents at end of period 485,602  544,321 
Supplemental cash flow information:
Cash (received) for income taxes, net 4,169  (2,569)
Operating lease assets obtained in exchange for operating lease liabilities —  35,691 
Purchases of property, plant and equipment remaining unpaid at period end 187  195 
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LIVERAMP HOLDINGS, INC AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW TO EQUITY (1)
(Unaudited)
(Dollars in thousands)
6/30/2021 9/30/2021 12/31/2021 3/31/2022 FY2022 6/30/2022 9/30/2022 FY2023
Net Cash Provided by (Used in) Operating Activities $ (17,241) $ 10,901  $ 25,473  $ 58,944  $ 78,077  $ (33,369) $ 21,375  $ (11,994)
Less:
Capital expenditures (427) (876) (1,316) (1,880) (4,499) (1,741) (2,673) (4,414)
Free Cash Flow to Equity $ (17,668) $ 10,025  $ 24,157  $ 57,064  $ 73,578  $ (35,110) $ 18,702  $ (16,408)


(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
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
FY23 to FY22
6/30/2021 9/30/2021 12/31/2021 3/31/2022 FY2022 6/30/2022 9/30/2022 FY2023 % $
Revenues $ 119,038  $ 127,290  $ 140,604  $ 141,725  $ 528,657  $ 142,243  $ 147,099  $ 289,342  15.6  % $ 19,809 
Cost of revenue 34,315  35,079  38,557  39,476  147,427  41,021  42,304  83,325  20.6  % 7,225 
Gross profit 84,723  92,211  102,047  102,249  381,230  101,222  104,795  206,017  13.6  % 12,584 
% Gross margin 71.2  % 72.4  % 72.6  % 72.1  % 72.1  % 71.2  % 71.2  % 71.2  %
Operating expenses
Research and development 34,776  35,788  41,870  45,501  157,935  47,661  46,139  93,800  28.9  % 10,351 
Sales and marketing 41,979  39,509  46,324  54,951  182,763  51,280  45,949  97,229  16.3  % 6,440 
General and administrative 24,291  23,078  27,639  29,583  104,591  27,144  28,718  55,862  24.4  % 5,640 
Gains, losses and other items, net 1,278  18  —  183  1,479  739  13,111  13,850  NA 13,093 
Total operating expenses 102,324  98,393  115,833  130,218  446,768  126,824  133,917  260,741  36.1  % 35,524 
Loss from operations (17,601) (6,182) (13,786) (27,969) (65,538) (25,602) (29,122) (54,724) (371.1) % (22,940)
% Margin (14.8) % (4.9) % (9.8) % (19.7) % (12.4) % (18.0) % (19.8) % (18.9) %
Total other income (expense), net 30,601  150  (241) (47) 30,463  699  2,248  2,947  1,398.7  % 2,098 
Loss before income taxes 13,000  (6,032) (14,027) (28,016) (35,075) (24,903) (26,874) (51,777) (345.5) % (20,842)
Income taxes expense (benefit) (4,365) 399  1,348  1,376  (1,242) 2,315  3,562  5,877  792.7  % 3,163 
Net earnings (loss) $ 17,365  $ (6,431) $ (15,375) $ (29,392) $ (33,833) $ (27,218) $ (30,436) $ (57,654) (373.3) % $ (24,005)
Diluted earnings (loss) per share $ 0.25  $ (0.09) $ (0.23) $ (0.43) $ (0.50) $ (0.40) (0.45) (0.85) (379.9) % $ (0.36)
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)
6/30/2021 9/30/2021 12/31/2021 3/31/2022 FY2022 6/30/2022 9/30/2022 FY2023
Income (loss) before income taxes $ 13,000  $ (6,032) $ (14,027) $ (28,016) $ (35,075) $ (24,903) (26,874) (51,777)
Income taxes (benefit) (4,365) 399  1,348  1,376  (1,242) 2,315  3,562  5,877 
Net earnings (loss) 17,365  (6,431) (15,375) (29,392) (33,833) (27,218) (30,436) (57,654)
Earnings (loss) per share:
Basic $ 0.25  $ (0.09) $ (0.23) $ (0.43) $ (0.50) $ (0.40) (0.45) (0.85)
Diluted $ 0.25  $ (0.09) $ (0.23) $ (0.43) $ (0.50) $ (0.40) (0.45) (0.84)
Excluded items:
Purchased intangible asset amortization (cost of revenue) 4,645  4,612  4,647  4,807  18,711  4,643  4,637  9,280 
Non-cash stock compensation (cost of revenue and operating expenses) 18,496  19,221  23,758  25,782  87,257  24,225  27,293  51,518 
Restructuring and merger charges (gains, losses, and other) 1,278  18  —  183  1,479  739  13,111  13,850 
Transformation costs (general and administrative) —  —  —  —  —  —  1,250  1,250 
Gain on retained profits interest (other income) (30,052) —  (183) —  (30,235) —  —  — 
 Total excluded items $ (5,633) $ 23,851  $ 28,222  $ 30,772  $ 77,212  $ 29,607  $ 46,291  $ 75,898 
P 16


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1) (Continued)
(Unaudited)
(Dollars in thousands, except per share amounts)
6/30/2021 9/30/2021 12/31/2021 3/31/2022 FY2022 6/30/2022 9/30/2022 FY2023
Income before income taxes and excluding items $ 7,367  $ 17,819  $ 14,195  $ 2,756  $ 42,137  $ 4,704  $ 19,417  $ 24,121 
Income taxes expense (benefit) 865  (12) 4,271  3,391  8,515  1,237  4,557  5,794 
Non-GAAP net earnings (loss) $ 6,502  $ 17,831  $ 9,924  $ (635) $ 33,622  $ 3,467  $ 14,860  $ 18,327 
Non-GAAP earnings (loss) per share:
Basic $ 0.10  $ 0.26  $ 0.15  $ (0.01) $ 0.49  $ 0.05  $ 0.22  $ 0.27 
Diluted $ 0.09  $ 0.26  $ 0.14  $ (0.01) $ 0.48  $ 0.05  $ 0.22  $ 0.27 
Basic weighted average shares 68,328  68,042  68,190  68,283  68,211  68,403  67,096  67,750 
Diluted weighted average shares 69,605  69,333  69,938  68,283  69,560  69,195  67,568  68,384 
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)
6/30/2021 9/30/2021 12/31/2021 3/31/2022 FY2022 6/30/2022 9/30/2022 FY2023
Expenses:
Cost of revenue $ 34,315  $ 35,079  $ 38,557  $ 39,476  $ 147,427  $ 41,021  $ 42,304  $ 83,325 
Research and development 34,776  35,788  41,870  45,501  157,935  47,661  46,139  93,800 
Sales and marketing 41,979  39,509  46,324  54,951  182,763  51,280  45,949  97,229 
General and administrative 24,291  23,078  27,639  29,583  104,591  27,144  28,718  55,862 
Gains, losses and other items, net 1,278  18  —  183  1,479  739  13,111  13,850 
Gross profit: 84,723  92,211  102,047  102,249  381,230  101,222  104,795  206,017 
% Gross margin 71.2  % 72.4  % 72.6  % 72.1  % 72.1  % 71.2  % 71.2  % 71.2  %
Excluded items:
Purchased intangible asset amortization (cost of revenue) 4,645  4,612  4,647  4,807  18,711  4,643  4,637  9,280 
Non-cash stock compensation (cost of revenue) 790  948  1,168  1,205  4,111  1,163  1,293  2,456 
Non-cash stock compensation (research and development) 5,348  7,184  9,264  10,316  32,112  11,656  12,360  24,016 
Non-cash stock compensation (sales and marketing) 6,793  6,749  7,329  7,715  28,586  5,884  6,116  12,000 
Non-cash stock compensation (general and administrative) 5,565  4,340  5,997  6,546  22,448  5,522  7,524  13,046 
Restructuring and merger charges (gains, losses, and other) 1,278  18  —  183  1,479  739  13,111  13,850 
Transformation costs (general and administrative) —  —  —  —  —  —  1,250  1,250 
Gain on retained profits interest (other income) $ (30,052) $ —  $ (183) $ —  (30,235) —  —  — 
Total excluded items $ (5,633) $ 23,851  $ 28,222  $ 30,772  $ 77,212  $ 29,607  $ 46,291  $ 75,898 
P 18


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1) (Continued)
(Unaudited)
(Dollars in thousands)
6/30/2021 9/30/2021 12/31/2021 3/31/2022 FY2022 6/30/2022 9/30/2022 FY2023
Expenses, excluding items:
Cost of revenue $ 28,880  $ 29,519  $ 32,742  $ 33,464  $ 124,605  $ 35,215  $ 36,374  $ 71,589 
Research and development 29,428  28,604  32,606  35,185  125,823  36,005  33,779  69,784 
Sales and marketing 35,186  32,760  38,995  47,236  154,177  45,396  39,833  85,229 
General and administrative 18,726  18,738  21,642  23,037  82,143  21,622  19,944  41,566 
Gross profit, excluding items: $ 90,158  $ 97,771  $ 107,862  $ 108,261  $ 404,052  $ 107,028  $ 110,725  $ 217,753 
% Gross margin 75.7  % 76.8  % 76.7  % 76.4  % 76.4  % 75.2  % 75.3  % 75.3  %

(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 ending For the year ending
December 31, 2022 March 31, 2023
GAAP loss from operations $ (27,000) $ (102,000)
Excluded items:
Purchased intangible asset amortization 4,000  17,000 
Non-cash stock compensation 26,000  105,000 
Restructuring costs 14,000  33,000 
Transformation costs 5,000  7,000 
Total excluded items 49,000  162,000 
Non-GAAP income from operations $ 22,000  $ 60,000 

(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
Q2 FISCAL 2023 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 employees 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 and again during fiscal 2023 in response to macroeconomic conditions, 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.
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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.
 
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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