株探米国株
日本語 英語
エドガーで原本を確認する
FALSE000073326900007332692024-02-082024-02-08

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):   February 8, 2024
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 February 8, 2024, LiveRamp Holdings, Inc. (the “Company”) issued a press release announcing the results of its financial performance for its third quarter ended December 31, 2023. 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.

The information contained in this Item 2.02, including the exhibit attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Section 9—Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits
 
(d)    Exhibits
Exhibit Number Description
99.1
104 Cover Page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101)





SIGNATURES

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: February 8, 2024


LiveRamp Holdings, Inc.
By: /s/ Jerry C. Jones
Name: Jerry C. Jones
Title:
EVP, Chief Ethics and Legal Officer and Secretary



EX-99.1 2 a2024q3ex991earningsrelease.htm EXHIBIT 99.1 EARNINGS RELEASE Document

LIVERAMP ANNOUNCES THIRD QUARTER RESULTS

Revenue up 10% year-over-year

GAAP Operating Margin of 9% and Non-GAAP Operating Margin of 21%

Operating Cash Flow Fiscal YTD of $78 million versus $4 million a year-ago

Closed Habu Acquisition on January 31 to Accelerate the Company’s Data Collaboration Strategy


SAN FRANCISCO, Calif., February 8, 2024—LiveRamp® (NYSE: RAMP), the leading data collaboration platform, today announced its financial results for the fiscal 2024 third quarter ended December 31, 2023.


Q3 Financial Highlights
Unless otherwise indicated, all comparisons are to the prior year period.

•Total revenue was $174 million, up 10%.

•Subscription revenue was $132 million, up 5%.

•Marketplace & Other revenue was $42 million, up 29%.

•GAAP gross profit was $129 million, up 12%. GAAP gross margin of 74% expanded by 1 percentage point. Non-GAAP gross profit was $131 million, up 8%. Non-GAAP gross margin of 75% contracted by 1 percentage point.

•GAAP operating income was $15 million compared to a loss of $24 million. GAAP operating margin was 9% compared to negative 15%. Non-GAAP operating income was $36 million compared to $26 million. Non-GAAP operating margin of 21% expanded by 5 percentage points.

•GAAP diluted earnings per share was $0.21 and non-GAAP diluted earnings per share was $0.47.

•Net cash provided by operating activities was $17 million compared to $16 million.

•Share repurchases in the third quarter totaled approximately 347,000 shares for $10 million, bringing the fiscal year-to-date total to 1.7 million shares for $45 million.

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


"We outperformed again this quarter, with revenue and operating income ahead of our expectations,” said LiveRamp CEO Scott Howe. “Our forward sales momentum also continued in the quarter, including another strong new logo quarter, demonstrating healthy customer demand and good sales execution. We are moving quickly to integrate the recently closed Habu acquisition, and the initial customer response reinforces our confidence in the power of this combination.”


P 1


GAAP and Non-GAAP Results

The following table summarizes the Company’s financial results for the fiscal 2024 third quarter ended December 31, 2023 ($ in millions, except per share amounts):

GAAP Non-GAAP
Q3 FY24 Q3 FY23 Q3 FY24 Q3 FY23
Subscription revenue $ 132  $ 126 
YoY change % % 14  %
Marketplace & Other revenue $ 42  $ 32 
YoY change % 29  % %
Total revenue $ 174  $ 159 
YoY change % 10  % 13  %
Gross profit $ 129  $ 115  $ 131  $ 121 
% Gross margin 74  % 73  % 75  % 76  %
YoY change, pts 1pts 0pts (1)pts (1)pts
Operating income (loss) $ 15  $ (24) $ 36  $ 26 
% Operating margin % (15) % 21  % 16  %
YoY change, pts 24pts (5)pts 5pts 6pts
Net earnings (loss) $ 14  $ (30) $ 32  $ 19 
Diluted earnings (loss) per share $ 0.21  $ (0.46) $ 0.47  $ 0.28 
Shares to calculate diluted EPS 67.9  64.8  67.9  65.4 
YoY change % % (5) % % (7) %
Net operating cash flow $ 17  $ 16  $ —  $ — 
Free cash flow to equity $ —  $ —  $ 14  $ 16 
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

•On January 31, 2024, we closed the acquisition of Habu, a leading data clean room software provider. The acquisition will further accelerate LiveRamp’s ability to offer global data collaboration at scale, across all clouds and walled gardens, unlocking powerful measurement and analytics use cases that will bolster our growth and create value for shareholders (additional information).

•During the quarter we announced the promotion of four senior leaders to accelerate our recent momentum: Lauren Dillard to Chief Financial Officer, Vihan Sharma to Chief Revenue Officer, Kimberly Bloomston to Chief Product Officer, and Travis Clinger to Chief Connectivity & Ecosystem Officer (additional information here and here).

•In November 2023 we were selected as a 2023 Amazon Web Services (AWS) Global Industry Partner of the Year for playing a key role helping customers drive innovation and build solutions on AWS (additional information). Similarly, in August 2023 we were selected as a 2023 Google Cloud Platform (GCP) Partner of the Year.

•In January 2024 Google deprecated third-party cookies for 1% of Chrome users globally – the next milestone in Google’s previously announced plan to phase out third-party cookies for all Chrome users globally in the second half of 2024. LiveRamp’s Authenticated Traffic Solution (ATS) for global addressability is a fully scaled solution to help marketers deal with third-party cookie deprecation by connecting publisher and marketer data to better personalize and measure advertising on authenticated inventory.

•ATS has more than 165 supply-side platforms (SSPs) and demand-side platforms (DSPs) live or committed to bid on RampID™ and ATS, including The Trade Desk, Xandr, Yahoo, Amobee, Criteo, Adobe Ad Cloud, and Roku Oneview.

•To date, over 18,000 publisher domains and 70% of the comScore 100 publishers, have adopted ATS, including Amazon Publisher Services, Microsoft, Hearst, CafeMedia, Leaf Group, Prisma Media and Burda. Through these integrations, LiveRamp is now connected to over 92% of consumer time spent online in the US.

•LiveRamp ended the quarter with 105 customers whose subscription contracts exceed $1 million in annual revenue, compared to 94 in the prior year period.

•LiveRamp ended the quarter with 895 direct subscription customers, compared to 910 in the prior year period.

•Third quarter subscription net retention was 101% and platform net retention was 105%.

•Current remaining performance obligations (CRPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $382 million, up 18% compared to the prior year period.
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 fourth quarter of fiscal 2024, LiveRamp expects to report:

•Revenue of between $158 million and $162 million, an increase of between 6% and 9%
•GAAP operating loss of between $18 million and $17 million
•Non-GAAP operating income of between $13 million and $14 million

For fiscal 2024, LiveRamp updates its guidance and expects to report:

•Revenue of between $646 million and $650 million, an increase of between 8% and 9%
•GAAP operating income of between $8 million and $9 million
•Non-GAAP operating income of between $102 million and $103 million


Conference Call

LiveRamp will hold a conference call today at 1:30 p.m. PT (4:30 p.m. ET) to further discuss this information. Interested parties are invited to listen to a webcast of the conference, which can be accessed on LiveRamp’s investor site. A slide presentation will be referenced during the call and is available here.


RampUp 2024 Conference

RampUp is the Company’s annual customer and partner conference that brings together leaders across marketing, media, technology and more to discuss data collaboration. This year’s conference is being held on February 27-29 in San Francisco. For additional information please visit the RampUp 2024 website. Members of the financial community who are interested in attending, please contact investor relations.


About LiveRamp

LiveRamp is the data collaboration platform of choice for the world’s most innovative companies. A groundbreaking leader in consumer privacy, data ethics, and foundational identity, LiveRamp is setting the new standard for building a connected customer view with unmatched clarity and context while protecting precious brand and consumer trust. LiveRamp offers complete flexibility to collaborate wherever data lives to support the widest range of data collaboration use cases—within organizations, between brands, and across its premier global network of top-quality partners. Hundreds of global innovators, from iconic consumer brands and tech giants to banks, retailers, and healthcare leaders, turn to LiveRamp to build enduring brand and business value by deepening customer engagement and loyalty, activating new partnerships, and maximizing the value of their first-party data while staying on the forefront of rapidly evolving compliance and privacy requirements. LiveRamp is based in San Francisco, California with offices worldwide. Learn more at LiveRamp.com.



P 4


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 2024 and beyond, the integration and expected benefits from the acquisition of Habu, 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 rising interest rates, cost increases, the possibility of a recession, general inflationary pressure, geo-political circumstances that could result in increased economic uncertainties and the associated impacts of these potential events 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; rapidly changing technology’s impact on our products and services; the risk that we fail to realize the potential benefits of or have difficulty integrating Habu; and attracting, motivating 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, divestiture and other activities affecting our workforce. Our global workforce strategy could possibly encounter difficulty and not be as beneficial as planned. Our international operations are also subject to risks, including the performance of third parties as well as impacts from 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’ data and/or 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 or cloud 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 2023 ended March 31, 2023, and LiveRamp's Quarterly Reports on Form 10-Q issued in fiscal year 2024.

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.

P 5


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




LiveRampⓇ and RampIDTM 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
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
For the three months ended December 31,
$ %
2023 2022 Variance Variance
Revenues $ 173,869  $ 158,615  $ 15,254  9.6  %
Cost of revenue 44,934  43,287  1,647  3.8  %
Gross profit 128,935  115,328  13,607  11.8  %
% Gross margin 74.2  % 72.7  %
Operating expenses:
Research and development 37,788  43,175  (5,387) (12.5) %
Sales and marketing 46,203  47,702  (1,499) (3.1) %
General and administrative 27,241  36,657  (9,416) (25.7) %
Gains, losses and other items, net 2,502  11,743  (9,241) NA
Total operating expenses 113,734  139,277  (25,543) (18.3) %
Income (loss) from operations 15,201  (23,949) 39,150  163.5  %
% Margin 8.7  % (15.1) %
Total other income (expense), net 6,607  (736) 7,343  997.7  %
Income (loss) from continuing operations before income taxes 21,808  (24,685) $ 46,493  188.3  %
Income tax expense 8,429  5,835  $ 2,594  44.5  %
Net earnings (loss) from continuing operations 13,379  (30,520) $ 43,899  143.8  %
Earnings from discontinued operations, net of tax 598  836  $ (238) (28.5) %
Net earnings (loss) $ 13,977  $ (29,684) $ 43,661  147.1  %
Basic earnings (loss) per share
Continuing operations $ 0.20  $ (0.47) 0.67  143.1  %
Discontinued operations 0.01  0.01  —  n/a
Basic earnings (loss) per share $ 0.21  $ (0.46) 0.67  146.2  %
Diluted earnings (loss) per share
Continuing operations $ 0.20  $ (0.47) 0.67  141.8  %
Discontinued operations 0.01  0.01  —  n/a
Diluted earnings (loss) per share $ 0.21  $ (0.46) 0.66  144.9  %
Basic weighted average shares 65,961  64,784 
Diluted weighted average shares 67,943  64,784 
Totals may not sum due to rounding.
P 7


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
For the nine months ended December 31,
$ %
2023 2022 Variance Variance
Revenues $ 487,809  $ 447,957  $ 39,852  8.9  %
Cost of revenue 131,767  126,612  5,155  4.1  %
Gross profit 356,042  321,345  34,697  10.8  %
% Gross margin 73.0  % 71.7  %
Operating expenses:
Research and development 106,040  136,975  (30,935) (22.6) %
Sales and marketing 135,217  144,931  (9,714) (6.7) %
General and administrative 79,914  92,519  (12,605) (13.6) %
Gains, losses and other items, net 9,192  25,593  (16,401) (64.1) %
Total operating expenses 330,363  400,018  (69,655) (17.4) %
Income (loss) from operations 25,679  (78,673) 104,352  132.6  %
% Margin 5.3  % (17.6) %
Total other income, net 17,887  2,211  15,676  709.0  %
Income (loss) from continuing operations before income taxes 43,566  (76,462) 120,028  157.0  %
Income tax expense 27,297  11,712  15,585  133.1  %
Net earnings (loss) from continuing operations 16,269  (88,174) 104,443  118.5  %
Earnings from discontinued operations, net of tax 985  836  149  17.8  %
Net earnings (loss) $ 17,254  $ (87,338) 104,592  119.8  %
Basic earnings (loss) per share
Continuing operations $ 0.25  $ (1.32) 1.57  118.6  %
Discontinued operations 0.01  0.01  —  n/a
Basic earnings (loss) per share $ 0.26  $ (1.31) 1.57  119.9  %
Diluted earnings (loss) per share
Continuing operations $ 0.24  $ (1.32) 1.56  118.2  %
Discontinued operations 0.01  0.01  —  n/a
Diluted earnings (loss) per share $ 0.25  $ (1.31) 1.56  119.5  %
Basic weighted average shares 66,247  66,761 
Diluted weighted average shares 67,733  66,761 
Totals may not sum due to rounding.
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 December 31, For the nine months ended December 31,
2023 2022 2023 2022
Income (loss) from continuing operations before income taxes 21,808  (24,685) 43,566  (76,462)
Income tax expense 8,429  5,835  27,297  11,712 
Net earnings (loss) from continuing operations 13,379  (30,520) 16,269  (88,174)
Earnings from discontinued operations, net of tax 598  836  985  836 
Net earnings (loss) 13,977  (29,684) 17,254  (87,338)
Earnings (loss) per share:
Basic 0.21  (0.46) 0.26  (1.31)
Diluted 0.21  (0.46) 0.25  (1.31)
Excluded items:
Purchased intangible asset amortization (cost of revenue) 1,181  4,209  5,688 13,489
Non-cash stock compensation (cost of revenue and operating expenses) 17,497  29,624  46,524 81,142
Transformation costs (general and administrative) —  4,112  1,875 5,362
Restructuring charges (gains, losses, and other) 2,502  11,743  9,192 25,593
Total excluded items, continuing operations 21,180  49,688  63,279  125,586 
Income from continuing operations before income taxes and excluding items 42,988  25,003  106,845  49,124 
Income tax expense (2) 10,732  6,468  25,935  12,262 
Non-GAAP net earnings from continuing operations 32,256  18,535  80,910  36,862 
Non-GAAP earnings per share from continuing operations:
Basic 0.49  0.29  1.22  0.55 
Diluted 0.47  0.28  1.19  0.55 
Basic weighted average shares 65,961  64,784  66,247  66,761 
Diluted weighted average shares 67,943  65,356  67,733  67,373 

(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 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 9


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,
2023 2022 2023 2022
Income (loss) from continuing operations $ 15,201  $ (23,949) $ 25,679  $ (78,673)
Excluded items:
Purchased intangible asset amortization (cost of revenue) 1,181  4,209  5,688  13,489 
Non-cash stock compensation (cost of revenue and operating expenses) 17,497  29,624  46,524  81,142 
Transformation costs (general and administrative) —  4,112  1,875  5,362 
Restructuring charges (gains, losses, and other) 2,502  11,743  9,192  25,593 
Total excluded items 21,180  49,688  63,279  125,586 
Income from continuing operations before excluded items $ 36,381  $ 25,739  $ 88,958  $ 46,913 


(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 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 December 31, For the nine months ended December 31,
2023 2022 2023 2022
Net earnings (loss) from continuing operations $ 13,379  $ (30,520) $ 16,269  $ (88,174)
Income tax expense 8,429  5,835  27,297  11,712 
Other income (6,607) 736  (17,887) (2,211)
Income (loss) from operations 15,201  (23,949) 25,679  (78,673)
Depreciation and amortization 1,782  5,131  7,685  16,561 
EBITDA $ 16,983  $ (18,818) $ 33,364  $ (62,112)
Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses) $ 17,497  $ 29,624  $ 46,524  $ 81,142 
Transformation costs (general and administrative) —  4,112  1,875  5,362 
Restructuring charges (gains, losses, and other) 2,502  11,743  9,192  25,593 
Other adjustments 19,999  45,479  57,591  112,097 
Adjusted EBITDA $ 36,982  $ 26,661  $ 90,955  $ 49,985 


(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.




P 11


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
December 31, March 31, $ %
2023 2023 Variance Variance
Assets (unaudited)
Current assets:
Cash and cash equivalents $ 498,946  $ 464,448  $ 34,498  7.4  %
Short-term Investments 32,264  32,807  (543) (1.7) %
Trade accounts receivable, net 199,383  157,379  42,004  26.7  %
Refundable income taxes, net 1,143  28,897  (27,754) (96.0) %
Other current assets 37,926  31,028  6,898  22.2  %
Total current assets 769,662  714,559  55,103  7.7  %
Property and equipment 35,125  39,393  (4,268) (10.8) %
Less - accumulated depreciation and amortization 26,923  32,308  (5,385) (16.7) %
Property and equipment, net 8,202  7,085  1,117  15.8  %
Intangible assets, net 4,180  9,868  (5,688) (57.6) %
Goodwill 360,227  363,116  (2,889) (0.8) %
Deferred commissions, net 44,172  37,030  7,142  19.3  %
Other assets, net 38,298  41,045  (2,747) (6.7) %
$ 1,224,741  $ 1,172,703  $ 52,038  4.4  %
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable $ 88,797  $ 86,568  $ 2,229  2.6  %
Accrued payroll and related expenses 47,398  33,434  13,964  41.8  %
Other accrued expenses 42,600  35,736  6,864  19.2  %
Deferred revenue 29,957  19,091  10,866  56.9  %
Total current liabilities 208,752  174,829  33,923  19.4  %
Other liabilities 69,499  71,798  (2,299) (3.2) %
Stockholders' equity:
Preferred stock —  —  —  n/a
Common stock 15,542  15,399  143  0.9  %
Additional paid-in capital 1,909,370  1,855,916  53,454  2.9  %
Retained earnings 1,319,545  1,302,291  17,254  1.3  %
Accumulated other comprehensive income 4,508  4,504  0.1  %
Treasury stock, at cost (2,302,475) (2,252,034) (50,441) 2.2  %
Total stockholders' equity 946,490  926,076  20,414  2.2  %
$ 1,224,741  $ 1,172,703  $ 52,038  4.4  %

P 12


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the three months ended December 31,
2023 2022
Cash flows from operating activities:
Net earnings (loss) $ 13,977  $ (29,684)
Earnings from discontinued operations, net of tax (598) (836)
Non-cash operating activities:
Depreciation and amortization 1,782  5,131 
Loss on disposal or impairment of assets 911  4,124 
Lease-related impairment and restructuring charges —  5,940 
Provision for doubtful accounts 544  613 
Deferred income taxes (47) (14)
Non-cash stock compensation expense 17,497  29,624 
Changes in operating assets and liabilities:
Accounts receivable, net (24,778) (15,722)
Deferred commissions (4,235) (1,203)
Other assets (4,831) (7,372)
Accounts payable and other liabilities 21,639  20,168 
Income taxes (14,139) 5,454 
Deferred revenue 8,834  (453)
Net cash provided by operating activities 16,556  15,770 
Cash flows from investing activities:
Capital expenditures (2,211) (179)
Purchases of investments —  (3,000)
Proceeds from sales of investments —  3,000 
Purchases of strategic investments —  (500)
Net cash used in investing activities (2,211) (679)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans 1,646  1,664 
Shares repurchased for tax withholdings upon vesting of stock-based awards (547) (764)
Acquisition of treasury stock (10,000) (49,906)
Net cash used in financing activities (8,901) (49,006)
P 13


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the three months ended December 31,
2023 2022
Cash flows from discontinued operations:
From operating activities 598  836 
Net cash provided by discontinued operations 598  836 
Effect of exchange rate changes on cash 735  993 
Net change in cash and cash equivalents 6,777  (32,086)
Cash and cash equivalents at beginning of period 492,169  485,602 
Cash and cash equivalents at end of period $ 498,946  $ 453,516 
Supplemental cash flow information:
Cash paid for income taxes, net - continuing operations $ 22,699  $ 564 
Cash (received) for income taxes, net - discontinued operations (912) (1,307)
Cash paid for operating lease liabilities 2,551  2,472 
Operating lease assets obtained in exchange for operating lease liabilities —  69 
Purchases of property, plant and equipment remaining unpaid at period end 1,218  77 

P 14


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the nine months ended December 31,
2023 2022
Cash flows from operating activities:
Net earnings (loss) $ 17,254  $ (87,338)
Earnings from discontinued operations, net of tax (985) (836)
Non-cash operating activities:
Depreciation and amortization 7,685  16,561 
Loss on disposal or impairment of assets 3,528  4,121 
Lease-related impairment and restructuring charges —  18,165 
Gain on sale of strategic investments —  (194)
Provision for doubtful accounts 307  1,728 
Impairment of goodwill 2,875  — 
Deferred income taxes 40  204 
Non-cash stock compensation expense 46,524  81,142 
Changes in operating assets and liabilities:
Accounts receivable, net (41,036) (27,171)
Deferred commissions (7,142) (2,123)
Other assets 912  1,588 
Accounts payable and other liabilities 8,754  (9,309)
Income taxes 29,560  6,967 
Deferred revenue 9,737  271 
Net cash provided by operating activities 78,013  3,776 
Cash flows from investing activities:
Capital expenditures (2,464) (4,593)
Proceeds from sale of strategic investment —  400 
Purchases of investments (24,385) (3,000)
Proceeds from sales of investments 25,750  3,000 
Purchases of strategic investments (1,000) (500)
Net cash used in investing activities (2,099) (4,693)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans 7,221  6,255 
Shares repurchased for tax withholdings upon vesting of stock-based awards (5,116) (2,054)
Acquisition of treasury stock (45,325) (149,997)
Net cash used in financing activities (43,220) (145,796)
P 15


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the nine months ended December 31,
2023 2022
Cash flows from discontinued operations:
From operating activities 985  836 
Net cash provided by discontinued operations 985  836 
Effect of exchange rate changes on cash 819  (769)
Net change in cash and cash equivalents 34,498  (146,646)
Cash and cash equivalents at beginning of period 464,448  600,162 
Cash and cash equivalents at end of period $ 498,946  $ 453,710 
Supplemental cash flow information:
Cash paid (received) for income taxes, net - continuing operations $ (2,440) $ 4,725 
Cash (received) for income taxes - discontinued operations (1,507) (1,307)
Cash paid for operating lease liabilities 7,699  5,733 
Operating lease assets obtained in exchange for operating lease liabilities 11,677  69 
Operating lease assets, and related lease liabilities, relinquished in lease terminations (4,486) (6,781)
Purchases of property, plant and equipment remaining unpaid at period end 1,218  77 
P 16


LIVERAMP HOLDINGS, INC AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW TO EQUITY (1)
(Unaudited)
(Dollars in thousands)
6/30/2022 9/30/2022 12/31/2022 3/31/2023 FY2023 6/30/2023 9/30/2023 12/31/2023
Net Cash Provided by (Used in) Operating Activities $ (33,369) $ 21,375  $ 15,770  $ 30,665  $ 34,441  $ 25,693  $ 35,764  $ 16,556 
Less:
Capital expenditures (1,741) (2,673) (179) (103) (4,696) (53) (200) (2,211)
Free Cash Flow to Equity $ (35,110) $ 18,702  $ 15,591  $ 30,562  $ 29,745  $ 25,640  $ 35,564  $ 14,345 


(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 17


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
FY24 to FY23
6/30/2022 9/30/2022 12/31/2022 3/31/2023 FY2023 6/30/2023 9/30/2023 12/31/2023 FY2024 % $
Revenues $ 142,243  $ 147,099  $ 158,615  $ 148,626  $ 596,583  $ 154,069  $ 159,871  $ 173,869  $ 487,809  9.6  % $ 15,254 
Cost of revenue 41,021  42,304  43,287  43,472  170,084  45,621  41,212  44,934  131,767  3.8  % 1,647 
Gross profit 101,222  104,795  115,328  105,154  426,499  108,448  118,659  128,935  356,042  11.8  % 13,607 
% Gross margin 71.2  % 71.2  % 72.7  % 70.8  % 71.5  % 70.4  % 74.2  % 74.2  % 73.0  %
Operating expenses
Research and development 47,661  46,139  43,175  52,220  189,195  34,519  33,733  37,788  106,040  (12.5) % (5,387)
Sales and marketing 51,280  45,949  47,702  57,506  202,437  44,879  44,135  46,203  135,217  (3.1) % (1,499)
General and administrative 27,144  28,718  36,657  32,832  125,351  26,664  26,009  27,241  79,914  (25.7) % (9,416)
Gains, losses and other items, net 739  13,111  11,743  9,723  35,316  116  6,574  2,502  9,192  (78.7) % (9,241)
Total operating expenses 126,824  133,917  139,277  152,281  552,299  106,178  110,451  113,734  330,363  (18.3) % (25,543)
Income (loss) from operations (25,602) (29,122) (23,949) (47,127) (125,800) 2,270  8,208  15,201  25,679  163.5  % 39,150 
% Margin (18.0) % (19.8) % (15.1) % (31.7) % (21.1) % 1.5  % 5.1  % 8.7  % 5.3  %
Total other income (expense), net 699  2,248  (736) 4,735  6,946  4,849  6,431  6,607  17,887  997.7  % 7,343 
Income (loss) from continuing operations before income taxes (24,903) (26,874) (24,685) (42,392) (118,854) 7,119  14,639  21,808  43,566  188.3  % 46,493 
Income taxes expense (benefit) 2,315  3,562  5,835  (6,460) 5,252  8,705  10,163  8,429  27,297  44.5  % 2,594 
Net loss from continuing operations (27,218) (30,436) (30,520) (35,932) (124,106) (1,586) 4,476  13,379  16,269  143.8  % $ 43,899 
P 18


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
FY24 to FY23
6/30/2022 9/30/2022 12/31/2022 3/31/2023 FY2023 6/30/2023 9/30/2023 12/31/2023 FY2024 % $
Earnings from discontinued operations, net of tax —  —  836  4,568  5,404  —  387  598  985  (28.5) % $ (238)
Net earnings (loss) $ (27,218) $ (30,436) $ (29,684) $ (31,364) $ (118,702) $ (1,586) $ 4,863  $ 13,977  $ 17,254  147.1  % $ 43,661 
Diluted earnings (loss) per share $ (0.40) $ (0.45) $ (0.46) $ (0.48) $ (1.79) $ (0.02) 0.07  0.21  0.25  144.9  % $ 0.66 
Some earnings (loss) per share amounts may not add due to rounding.

P 19


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
6/30/2022 9/30/2022 12/31/2022 3/31/2023 FY2023 6/30/2023 9/30/2023 12/31/2023 FY2024
Expenses:
Cost of revenue $ 41,021  $ 42,304  $ 43,287  $ 43,472  $ 170,084  $ 45,621  $ 41,212  $ 44,934  $ 131,767 
Research and development 47,661  46,139  43,175  52,220  189,195  34,519  33,733  37,788  106,040 
Sales and marketing 51,280  45,949  47,702  57,506  202,437  44,879  44,135  46,203  135,217 
General and administrative 27,144  28,718  36,657  32,832  125,351  26,664  26,009  27,241  79,914 
Gains, losses and other items, net 739  13,111  11,743  9,723  35,316  116  6,574  2,502  9,192 
Gross profit, continuing operations: 101,222  104,795  115,328  105,154  426,499  108,448  118,659  128,935  356,042 
% Gross margin 71.2  % 71.2  % 72.7  % 70.8  % 71.5  % 70.4  % 74.2  % 74.2  % 73.0  %
Excluded items:
Purchased intangible asset amortization (cost of revenue) 4,643  4,637  4,209  3,336  16,825  3,290  1,217  1,181  5,688 
Non-cash stock compensation (cost of revenue) 1,163  1,293  1,208  2,653  6,317  629  629  817  2,075 
Non-cash stock compensation (research and development) 11,656  12,360  10,654  20,737  55,407  5,077  5,293  6,960  17,330 
Non-cash stock compensation (sales and marketing) 5,884  6,116  5,871  11,558  29,429  3,736  4,786  4,089  12,611 
Non-cash stock compensation (general and administrative) 5,522  7,524  11,891  9,710  34,647  3,850  5,027  5,631  14,508 
Restructuring charges (gains, losses, and other) 739  13,111  11,743  9,723  35,316  116  6,574  2,502  9,192 
Transformation costs (general and administrative) —  1,250  4,112  3,663  9,025  1,875  —  —  1,875 
Total excluded items $ 29,607  $ 46,291  $ 49,688  $ 61,380  $ 186,966  $ 18,573  $ 23,526  $ 21,180  $ 63,279 
P 20


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1) (Continued)
(Unaudited)
(Dollars in thousands)
6/30/2022 9/30/2022 12/31/2022 3/31/2023 FY2023 6/30/2023 9/30/2023 12/31/2023 FY2024
Expenses, excluding items:
Cost of revenue $ 35,215  $ 36,374  $ 37,870  $ 37,483  $ 146,942  $ 41,702  $ 39,366  $ 42,936  $ 124,004 
Research and development 36,005  33,779  32,521  31,483  133,788  29,442  28,440  30,828  88,710 
Sales and marketing 45,396  39,833  41,831  45,948  173,008  41,143  39,349  42,114  122,606 
General and administrative 21,622  19,944  20,654  19,459  81,679  20,939  20,982  21,610  63,531 
Gross profit, excluding items: $ 107,028  $ 110,725  $ 120,745  $ 111,143  $ 449,641  $ 112,367  $ 120,505  $ 130,933  $ 363,805 
% Gross margin 75.2  % 75.3  % 76.1  % 74.8  % 75.4  % 72.9  % 75.4  % 75.3  % 74.6  %

(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 21


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
6/30/2022 9/30/2022 12/31/2022 3/31/2023 FY2023 6/30/2023 9/30/2023 12/31/2023 FY2024
Income (loss) from continuing operations before income taxes $ (24,903) $ (26,874) $ (24,685) $ (42,392) $ (118,854) $ 7,119  14,639  21,808  43,566 
Income taxes expense (benefit) 2,315  3,562  5,835  (6,460) 5,252  8,705  10,163  8,429  27,297 
Net earnings (loss) from continuing operations (27,218) (30,436) (30,520) (35,932) (124,106) (1,586) 4,476  13,379  16,269 
Earnings from discontinued operations, net of tax —  —  836  4,568  5,404  —  387  598  985 
Net earnings (loss) (27,218) (30,436) (29,684) (31,364) (118,702) (1,586) 4,863  13,977  17,254 
Earnings (loss) per share:
Basic $ (0.40) $ (0.45) $ (0.46) $ (0.48) $ (1.79) $ (0.02) 0.07  0.21  0.26 
Diluted $ (0.40) $ (0.45) $ (0.46) $ (0.48) $ (1.79) $ (0.02) 0.07  0.21  0.25 
Excluded items:
Purchased intangible asset amortization (cost of revenue) 4,643  4,637  4,209  3,336  16,825  3,290  1,217  1,181  5,688 
Non-cash stock compensation (cost of revenue and operating expenses) 24,225  27,293  29,624  44,658  125,800  13,292  15,735  17,497  46,524 
Restructuring and merger charges (gains, losses, and other) 739  13,111  11,743  9,723  35,316  116  6,574  2,502  9,192 
Transformation costs (general and administrative) —  1,250  4,112  3,663  9,025  1,875  —  —  1,875 
 Total excluded items from continuing operations $ 29,607  $ 46,291  $ 49,688  $ 61,380  $ 186,966  $ 18,573  $ 23,526  $ 21,180  $ 63,279 
Income from continuing operations before income taxes and excluding items $ 4,704  $ 19,417  $ 25,003  $ 18,988  $ 68,112  $ 25,692  $ 38,165  $ 42,988  $ 106,845 
Income taxes expense (benefit) 1,237  4,557  6,468  (2,141) 10,121  6,167  9,036  10,732  25,935 
Non-GAAP net earnings from continuing operations $ 3,467  $ 14,860  $ 18,535  $ 21,129  $ 57,991  $ 19,525  $ 29,129  $ 32,256  $ 80,910 
P 22


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
6/30/2022 9/30/2022 12/31/2022 3/31/2023 FY2023 6/30/2023 9/30/2023 12/31/2023 FY2024
Non-GAAP earnings per share from continuing operations:
Basic $ 0.05  $ 0.22  $ 0.29  $ 0.32  $ 0.87  $ 0.29  $ 0.44  $ 0.49  $ 1.22 
Diluted $ 0.05  $ 0.22  $ 0.28  $ 0.32  $ 0.86  $ 0.29  $ 0.43  $ 0.47  $ 1.19 
Basic weighted average shares 68,403  67,096  64,784  65,126  66,352  66,497  66,284  65,961  66,247 
Diluted weighted average shares 69,195  67,568  65,356  66,268  67,097  67,388  67,868  67,943  67,733 
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 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 23


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
March 31, 2024 March 31, 2024
Low High Low High
GAAP income (loss) from operations $ (18,000) $ (17,000) $ 8,000  $ 9,000 
Excluded items:
Purchased intangible asset amortization 3,000  3,000  9,000  9,000 
Non-cash stock compensation 25,000  25,000  71,000  71,000 
Restructuring costs 3,000  3,000  12,000  12,000 
Transformation costs —  —  2,000  2,000 
Total excluded items 31,000  31,000  94,000  94,000 
Non-GAAP income from operations $ 13,000  $ 14,000  $ 102,000  $ 103,000 

(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.





P 24


APPENDIX A

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
Q3 FISCAL 2024 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 asset impairments. These items, as well as third party expenses associated with business acquisitions in the current year, 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.
P 25


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.

P 26