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LiveRamp Announces Strong Second Quarter Results and Raises Full Year Outlook

November 2, 2021 4:05 PM

Total Revenue Up 22% and Subscription Revenue Up 23%

GAAP Gross Margin of 72% and Non-GAAP Gross Margin of 77%

Record Operating Performance

Eighty $1 Million Customers – Largest Sequential Increase

SAN FRANCISCO--(BUSINESS WIRE)-- LiveRamp® (NYSE: RAMP), the leading global data connectivity platform, today announced its financial results for the quarter ended September 30, 2021.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20211102006069/en/

Second Quarter Financial Highlights

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

“LiveRamp is making it safe and easy for companies to use their data, and many of the world’s most successful companies are embracing LiveRamp,” said LiveRamp CEO Scott Howe. “You can see this in our results: top line growth accelerated, innovative new products such as Safe HavenⓇ gained even greater adoption, and LiveRamp is well positioned for the future.”

“Q2 was another great quarter,” added LiveRamp President and CFO Warren Jenson. “Revenue growth accelerated, gross margin expanded, and we delivered a record operating performance. This is our sixth consecutive quarter of non-GAAP profitability. Given the strength of our performance, we are raising our top and bottom line guidance for the year.”

GAAP and Non-GAAP Results

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

Q2 Fiscal 2022

Q2 Fiscal 2021

Results

Results

GAAP

Non-GAAP

GAAP

Non-GAAP

Subscription revenue

$105

$86

YoY change %

23%

19%

Marketplace & other revenue

$22

$19

YoY change %

16%

4%

Total revenue

$127

$105

YoY change %

22%

16%

Gross profit

$92

$98

$70

$75

% Gross margin

72%

77%

67%

72%

YoY change, pts

6 pts

5 pts

13 pts

9 pts

Operating income (loss)

($6)

$18

($27)

$1

% Operating margin

(5%)

14%

(26%)

1%

YoY change, pts

21 pts

13 pts

30 pts

23 pts

Net income (loss)

($6)

$18

($24)

$2

Earnings (loss) per share

($0.09)

$0.26

($0.36)

$0.03

Shares to Calculate EPS

68.0

69.3

66.0

68.8

YoY change %

3%

1%

(2%)

2%

Net operating cash flow

$11

$6

Free cash flow to equity

$10

$6

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.

Additional Business Highlights & Metrics

Financial Outlook

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

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

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

Conference Call

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

About LiveRamp

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

Forward-Looking Statements

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

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

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

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

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

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.

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.

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,

$

%

2021

2020

Variance

Variance

Revenues

127,290

104,661

22,629

21.6

%

Cost of revenue

35,079

34,897

182

0.5

%

Gross profit

92,211

69,764

22,447

32.2

%

% Gross margin

72.4

%

66.7

%

Operating expenses:
Research and development

35,788

31,035

4,753

15.3

%

Sales and marketing

39,509

41,705

(2,196

)

(5.3

%)

General and administrative

23,078

24,495

(1,417

)

(5.8

%)

Gains, losses and other items, net

18

(619

)

637

102.9

%

Total operating expenses

98,393

96,616

1,777

1.8

%

Loss from operations

(6,182

)

(26,852

)

20,670

77.0

%

% Margin

-4.9

%

-25.7

%

Total other income (expense), net

150

(225

)

375

166.7

%

Loss from operations before income taxes

(6,032

)

(27,077

)

21,045

77.7

%

Income tax expense (benefit)

399

(3,109

)

3,508

112.8

%

Net loss

(6,431

)

(23,968

)

17,537

73.2

%

Basic loss per share

(0.09

)

(0.36

)

0.27

74.0

%

Diluted loss per share:

(0.09

)

(0.36

)

0.27

74.0

%

Basic weighted average shares

68,042

66,010

Diluted weighted average shares

68,042

66,010

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
For the Six Months Ended
September 30,

$

%

2021

2020

Variance

Variance

Revenues

246,328

204,098

42,230

20.7

%

Cost of revenue

69,394

69,362

32

0.0

%

Gross profit

176,934

134,736

42,198

31.3

%

% Gross margin

71.8

%

66.0

%

Operating expenses:
Research and development

70,564

58,024

12,540

21.6

%

Sales and marketing

81,488

80,332

1,156

1.4

%

General and administrative

47,369

47,863

(494

)

(1.0

%)

Gains, losses and other items, net

1,296

1,376

(80

)

(5.8

%)

Total operating expenses

200,717

187,595

13,122

7.0

%

Loss from operations

(23,783

)

(52,859

)

29,076

55.0

%

% Margin

-9.7

%

-25.9

%

Total other income, net

30,751

238

30,513

12820.6

%

Income (loss) from operations before income taxes

6,968

(52,621

)

59,589

113.2

%

Income tax benefit

(3,966

)

(6,925

)

2,959

42.7

%

Net earnings (loss)

10,934

(45,696

)

56,630

123.9

%

Basic earnings (loss) per share

0.16

(0.69

)

0.85

123.1

%

Diluted earnings (loss) per share:

0.16

(0.69

)

0.85

122.7

%

Basic weighted average shares

68,185

65,790

Diluted weighted average shares

69,473

65,790

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 For the Six Months Ended
September 30, September 30,

2021

2020

2021

2020

Income (loss) from operations before income taxes

(6,032

)

(27,077

)

6,968

(52,621

)

Income tax expense (benefit)

399

(3,109

)

(3,966

)

(6,925

)

Net earnings (loss)

(6,431

)

(23,968

)

10,934

(45,696

)

Earnings (loss) per share:
Basic

(0.09

)

(0.36

)

0.16

(0.69

)

Diluted

(0.09

)

(0.36

)

0.16

(0.69

)

Excluded items:
Purchased intangible asset amortization (cost of revenue)

4,612

4,350

9,257

9,656

Non-cash stock compensation (cost of revenue and operating expenses)

19,221

24,204

37,717

40,689

Transformation costs (general and administrative)

-

258

-

3,863

Restructuring and merger charges (gains, losses, and other)

18

(619

)

1,296

1,376

Gain on retained profits interest (other income)

-

-

(30,052

)

-

Total excluded items

23,851

28,193

18,218

55,584

Income from operations before income taxes and excluding items

17,819

1,116

25,186

2,963

Income taxes (2)

(12

)

(1,291

)

853

(357

)

Non-GAAP net earnings

17,831

2,407

24,333

3,320

Non-GAAP earnings per share:
Basic

0.26

0.04

0.36

0.05

Diluted

0.26

0.03

0.35

0.05

Basic weighted average shares

68,042

66,010

68,185

65,790

Diluted weighted average shares

69,333

68,804

69,473

68,071

(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.

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 For the Six Months Ended
September 30, September 30,

2021

2020

2021

2020

Loss from operations

(6,182

)

(26,852

)

(23,783

)

(52,859

)

Excluded items:
Purchased intangible asset amortization (cost of revenue)

4,612

4,350

9,257

9,656

Non-cash stock compensation (cost of revenue and operating expenses)

19,221

24,204

37,717

40,689

Transformation costs (general and administrative)

-

258

-

3,863

Restructuring and merger charges (gains, losses, and other)

18

(619

)

1,296

1,376

Total excluded items

23,851

28,193

48,270

55,584

Income from operations before excluded items

17,669

1,341

24,487

2,725

(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.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA (1)
(Unaudited)
(Dollars in thousands)
For the Three Months Ended For the Six Months Ended
September 30, September 30,

2021

2020

2021

2020

Net earnings (loss)

(6,431

)

(23,968

)

10,934

(45,696

)

Income tax expense (benefit)

399

(3,109

)

(3,966

)

(6,925

)

Total other income (expense), net

150

(225

)

30,751

238

Loss from operations

(6,182

)

(26,852

)

(23,783

)

(52,859

)

Depreciation and amortization

5,819

6,901

12,404

14,955

EBITDA

(363

)

(19,951

)

(11,379

)

(37,904

)

Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses)

19,221

24,204

37,717

40,689

Transformation costs (general and administrative)

-

258

-

3,863

Restructuring and merger charges (gains, losses, and other)

18

(619

)

1,296

1,376

Other adjustments

19,239

23,843

39,013

45,928

Adjusted EBITDA

18,876

3,892

27,634

8,024

(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.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

September 30,

March 31,

$

%

2021

2021

Variance

Variance

Assets
Current assets:
Cash and cash equivalents

535,590

572,787

(37,197

)

(6.5

%)

Restricted cash

8,731

8,900

(169

)

(1.9

%)

Trade accounts receivable, net

130,948

114,284

16,664

14.6

%

Refundable income taxes

64,079

65,692

(1,613

)

(2.5

%)

Other current assets

35,246

64,052

(28,806

)

(45.0

%)

Total current assets

774,594

825,715

(51,121

)

(6.2

%)

Property and equipment

45,214

44,284

930

2.1

%

Less - accumulated depreciation and amortization

34,916

32,327

2,589

8.0

%

Property and equipment, net

10,298

11,957

(1,659

)

(13.9

%)

Intangible assets, net

33,970

39,730

(5,760

)

(14.5

%)

Goodwill

363,895

357,446

6,449

1.8

%

Deferred commissions, net

27,988

22,619

5,369

23.7

%

Other assets, net

71,627

30,854

40,773

132.1

%

1,282,372

1,288,321

(5,949

)

(0.5

%)

Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable

44,267

39,955

4,312

10.8

%

Accrued payroll and related expenses

24,427

46,438

(22,011

)

(47.4

%)

Other accrued expenses

47,766

58,353

(10,587

)

(18.1

%)

Acquisition escrow payable

8,731

8,900

(169.00

)

(1.9

%)

Deferred revenue

11,058

11,603

(545

)

(4.7

%)

Total current liabilities

136,249

165,249

(29,000

)

(17.5

%)

Other liabilities

73,176

42,389

30,787

72.6

%

Stockholders' equity:
Preferred stock

-

-

-

n/a

Common stock

14,887

14,781

106

0.7

%

Additional paid-in capital

1,669,461

1,630,072

39,389

2.4

%

Retained earnings

1,465,760

1,454,826

10,934

0.8

%

Accumulated other comprehensive income

5,976

7,522

(1,546

)

(20.6

%)

Treasury stock, at cost

(2,083,137

)

(2,026,518

)

(56,619

)

(2.8

%)

Total stockholders' equity

1,072,947

1,080,683

(7,736

)

(0.7

%)

1,282,372

1,288,321

(5,949

)

(0.5

%)

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)

For the Three Months Ended

September 30,

2021

2020

Cash flows from operating activities:
Net loss

(6,431

)

(23,968

)

Non-cash operating activities:
Depreciation and amortization

5,819

6,901

Loss on disposal or impairment of assets

29

331

Provision for doubtful accounts

327

1,192

Deferred income taxes

141

187

Non-cash stock compensation expense

19,221

24,204

Changes in operating assets and liabilities:
Accounts receivable

(11,024

)

(3,724

)

Deferred commissions

(1,986

)

(1,764

)

Other assets

4,072

2,799

Accounts payable and other liabilities

447

2,013

Income taxes

368

(2,478

)

Deferred revenue

(82

)

556

Net cash provided by operating activities

10,901

6,249

Cash flows from investing activities:
Capital expenditures

(876

)

(296

)

Payment for investment

-

(1,206

)

Cash paid in acquisition, net of cash received

-

(2,933

)

Net cash used in investing activities

(876

)

(4,435

)

Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans

997

2,424

Shares repurchased for tax withholdings upon vesting of stock-based awards

(1,181

)

(3,928

)

Acquisition of treasury stock

(15,000

)

-

Net cash used in financing activities

(15,184

)

(1,504

)

Effect of exchange rate changes on cash

(275

)

486

Net change in cash and cash equivalents

(5,434

)

796

Cash and cash equivalents at beginning of period

549,755

664,710

Cash and cash equivalents at end of period

544,321

665,506

Supplemental cash flow information:
Cash received during the period for:
Income taxes

(118

)

(822

)

Operating lease assets obtained in exchange for operating lease liabilities

35,691

-

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the Six Months Ended
September 30,

2021

2020

Cash flows from operating activities:
Net earnings (loss)

10,934

(45,696

)

Non-cash operating activities:
Depreciation and amortization

12,404

14,955

Loss on disposal or impairment of assets

142

333

Gain on distribution from retained profits interest

(30,052

)

-

Provision for doubtful accounts

1,282

2,522

Deferred income taxes

(771

)

(485

)

Non-cash stock compensation expense

37,717

40,689

Changes in operating assets and liabilities:
Accounts receivable

(18,073

)

(9,584

)

Deferred commissions

(5,369

)

(3,445

)

Other assets

23,408

7,703

Accounts payable and other liabilities

(36,829

)

(20,671

)

Income taxes

(632

)

(3,583

)

Deferred revenue

(501

)

(101

)

Net cash used in operating activities

(6,340

)

(17,363

)

Cash flows from investing activities:
Capital expenditures

(1,303

)

(1,128

)

Payment for investment

-

(1,873

)

Distribution from retained profits interest

31,000

-

Cash paid in acquisition, net of cash received

(8,368

)

(2,933

)

Net cash provided by (used in) investing activities

21,329

(5,934

)

Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans

4,278

3,561

Shares repurchased for tax withholdings upon vesting of stock-based awards

(12,542

)

(5,755

)

Acquisition of treasury stock

(44,077

)

(42,312

)

Net cash used in financing activities

(52,341

)

(44,506

)

Effect of exchange rate changes on cash

(14

)

683

Net change in cash and cash equivalents

(37,366

)

(67,120

)

Cash and cash equivalents at beginning of period

581,687

732,626

Cash and cash equivalents at end of period

544,321

665,506

Supplemental cash flow information:
Cash received during the period for:
Income taxes

(2,569

)

(2,863

)

Operating lease assets obtained in exchange for operating lease liabilities

35,691

-

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW TO EQUITY (1)
(Unaudited)
(Dollars in thousands)
06/30/20 09/30/20 12/31/20 03/31/21 FY2021 06/30/21 09/30/21 FY2022
Net Cash Provided by (Used in) Operating Activities

(23,612

)

6,249

14,690

(17,887

)

(20,560

)

(17,241

)

10,901

(6,340

)

Less:
Capital expenditures

(832

)

(296

)

(678

)

(376

)

(2,182

)

(427

)

(876

)

(1,303

)

Free Cash Flow to Equity

(24,444

)

5,953

14,012

(18,263

)

(22,742

)

(17,668

)

10,025

(7,643

)

(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.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
Q2 FY22 to Q2 FY21
06/30/20 09/30/20 12/31/20 03/31/21 FY2021 06/30/21 09/30/21 FY2022 % $
Revenues

99,437

104,661

119,753

119,175

443,026

119,038

127,290

246,328

21.6

%

22,629

Cost of revenue

34,465

34,897

37,085

37,557

144,004

34,315

35,079

69,394

0.5

%

182

Gross profit

64,972

69,764

82,668

81,618

299,022

84,723

92,211

176,934

32.2

%

22,447

% Gross margin

65.3

%

66.7

%

69.0

%

68.5

%

67.5

%

71.2

%

72.4

%

71.8

%

Operating expenses
Research and development

26,989

31,035

30,608

46,479

135,111

34,776

35,788

70,564

15.3

%

4,753

Sales and marketing

38,627

41,705

43,904

53,307

177,543

41,979

39,509

81,488

(5.3

%)

(2,196

)

General and administrative

23,368

24,495

23,943

32,395

104,201

24,291

23,078

47,369

(5.8

%)

(1,417

)

Gains, losses and other items, net

1,995

(619

)

(6

)

1,345

2,715

1,278

18

1,296

102.9

%

637

Total operating expenses

90,979

96,616

98,449

133,526

419,570

102,324

98,393

200,717

1.8

%

1,777

Loss from operations

(26,007

)

(26,852

)

(15,781

)

(51,908

)

(120,548

)

(17,601

)

(6,182

)

(23,783

)

77.0

%

20,670

% Margin

-26.2

%

-25.7

%

-13.2

%

-43.6

%

-27.2

%

-14.8

%

-4.9

%

-9.7

%

Total other income (expense), net

463

(225

)

(86

)

(404

)

(252

)

30,601

150

30,751

166.7

%

375

Loss from operations before income taxes

(25,544

)

(27,077

)

(15,867

)

(52,312

)

(120,800

)

13,000

(6,032

)

6,968

77.7

%

21,045

Income taxes benefit

(3,816

)

(3,109

)

(4,142

)

(19,465

)

(30,532

)

(4,365

)

399

(3,966

)

112.8

%

3,508

Net earnings (loss)

(21,728

)

(23,968

)

(11,725

)

(32,847

)

(90,268

)

17,365

(6,431

)

10,934

73.2

%

17,537

Diluted earnings (loss) per share

(0.33

)

(0.36

)

(0.18

)

(0.49

)

(1.36

)

0.25

(0.09

)

0.16

74.0

%

0.27

Some earnings (loss) per share amounts may not add due to rounding.
Basic shares

65,570

66,010

66,523

67,111

66,304

68,328

68,042

68,185

Diluted shares

65,570

66,010

66,523

67,111

66,304

69,605

69,333

69,473

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
06/30/20 09/30/20 12/31/20 03/31/21 FY2021 06/30/21 09/30/21 FY 2022
Income (loss) from operations before income taxes

(25,544

)

(27,077

)

(15,867

)

(52,312

)

(120,800

)

13,000

(6,032

)

6,968

Income taxes (benefit)

(3,816

)

(3,109

)

(4,142

)

(19,465

)

(30,532

)

(4,365

)

399

(3,966

)

Net earnings (loss)

(21,728

)

(23,968

)

(11,725

)

(32,847

)

(90,268

)

17,365

(6,431

)

10,934

Earnings (loss) per share:
Basic

(0.33

)

(0.36

)

(0.18

)

(0.49

)

(1.36

)

0.25

(0.09

)

0.16

Diluted

(0.33

)

(0.36

)

(0.18

)

(0.49

)

(1.36

)

0.25

(0.09

)

0.16

Excluded items:
Purchased intangible asset amortization (cost of revenue)

5,306

4,350

4,213

4,177

18,046

4,645

4,612

9,257

Non-cash stock compensation (cost of revenue and operating expenses)

16,485

24,204

23,894

47,124

111,707

18,496

19,221

37,717

Restructuring and merger charges (gains, losses, and other)

1,995

(619

)

(6

)

1,345

2,715

1,278

18

1,296

Transformation costs (general and administrative)

3,605

258

-

-

3,863

-

-

-

Gain on retained profits interest (other income)

-

-

-

-

-

(30,052

)

-

(30,052

)

Total excluded items

27,391

28,193

28,101

52,646

136,331

(5,633

)

23,851

18,218

Income from operations before income taxes and excluding items

1,847

1,116

12,234

334

15,531

7,367

17,819

25,186

Income taxes expense (benefit)

934

(1,291

)

2,347

(2,628

)

(638

)

865

(12

)

853

Non-GAAP net earnings

913

2,407

9,887

2,962

16,169

6,502

17,831

24,333

Non-GAAP earnings per share:
Basic

0.01

0.04

0.15

0.04

0.24

0.10

0.26

0.36

Diluted

0.01

0.03

0.14

0.04

0.23

0.09

0.26

0.35

Basic weighted average shares

65,570

66,010

66,523

67,111

66,304

68,328

68,042

68,185

Diluted weighted average shares

67,337

68,804

69,775

69,935

68,963

69,605

69,333

69,473

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.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
06/30/20 09/30/20 12/31/20 03/31/21 FY2021 06/30/21 09/30/21 FY2022
Expenses:
Cost of revenue

34,465

34,897

37,085

37,557

144,004

34,315

35,079

69,394

Research and development

26,989

31,035

30,608

46,479

135,111

34,776

35,788

70,564

Sales and marketing

38,627

41,705

43,904

53,307

177,543

41,979

39,509

81,488

General and administrative

23,368

24,495

23,943

32,395

104,201

24,291

23,078

47,369

Gains, losses and other items, net

1,995

(619

)

(6

)

1,345

2,715

1,278

18

1,296

Gross profit:

64,972

69,764

82,668

81,618

299,022

84,723

92,211

176,934

% Gross margin

65.3

%

66.7

%

69.0

%

68.5

%

67.5

%

71.2

%

72.4

%

71.8

%

Excluded items:
Purchased intangible asset amortization (cost of revenue)

5,306

4,350

4,213

4,177

18,046

4,645

4,612

9,257

Non-cash stock compensation (cost of revenue)

775

913

988

2,624

5,300

790

948

1,738

Non-cash stock compensation (research and development)

5,886

7,713

7,376

17,985

38,960

5,348

7,184

12,532

Non-cash stock compensation (sales and marketing)

7,123

9,233

9,212

14,833

40,401

6,793

6,749

13,542

Non-cash stock compensation (general and administrative)

2,701

6,345

6,318

11,682

27,046

5,565

4,340

9,905

Restructuring and merger charges (gains, losses, and other)

1,995

(619

)

(6

)

1,345

2,715

1,278

18

1,296

Transformation costs (general and administrative)

3,605

258

-

-

3,863

-

-

-

Gain on retained profits interest (other income)

-

-

-

-

-

(30,052

)

-

(30,052

)

Total excluded items

27,391

28,193

28,101

52,646

136,331

(5,633

)

23,851

18,218

Expenses, excluding items:
Cost of revenue

28,384

29,634

31,884

30,756

120,658

28,880

29,519

58,399

Research and development

21,103

23,322

23,232

28,494

96,151

29,428

28,604

58,032

Sales and marketing

31,504

32,472

34,692

38,474

137,142

35,186

32,760

67,946

General and administrative

17,062

17,892

17,625

20,713

73,292

18,726

18,738

37,464

Gains, losses and other items, net

-

-

-

-

-

-

-

-

Gross profit, excluding items:

71,053

75,027

87,869

88,419

322,368

90,158

97,771

187,929

% Gross margin

71.5

%

71.7

%

73.4

%

74.2

%

72.8

%

75.7

%

76.8

%

76.3

%

(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.

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, 2021 March 31, 2022
GAAP loss from operations

(20,000

)

(70,000

)

Excluded items:
Purchased intangible asset amortization

5,000

19,000

Non-cash stock compensation

25,000

90,000

Restructuring and transformation costs

-

1,000

Total excluded items

30,000

110,000

Non-GAAP income from operations

$

10,000

$

40,000

(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.

APPENDIX A
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
Q2 FISCAL 2022 FINANCIAL RESULTS
EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS

To supplement our financial results, we use non-GAAP measures which exclude certain acquisition related expenses, non-cash stock compensation and restructuring charges. We believe these measures are helpful in understanding our past performance and our future results. Our non-GAAP financial measures and schedules are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated GAAP financial statements. Our management regularly uses these non-GAAP financial measures internally to understand, manage and evaluate our business and to make operating decisions. These measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is also based in part on the performance of our business based on these non-GAAP measures.

Our non-GAAP financial measures, including non-GAAP earnings (loss) per share, income (loss) from operations and adjusted EBITDA reflect adjustments based on the following items, as well as the related income tax effects when applicable:

Purchased intangible asset amortization: We incur amortization of purchased intangibles in connection with our acquisitions. Purchased intangibles include (i) developed technology, (ii) customer and publisher relationships, and (iii) trade names. We expect to amortize for accounting purposes the fair value of the purchased intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue for us, we exclude this item because this expense is non-cash in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our operational performance.

Non-cash stock compensation: Non-cash stock compensation consists of charges for associate restricted stock units, performance shares and stock options in accordance with current GAAP related to stock-based compensation including expense associated with stock-based compensation related to unvested options assumed in connection with our acquisitions. As we apply stock-based compensation standards, we believe that it is useful to investors to understand the impact of the application of these standards to our operational performance. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by us and because such expense is not used by us to assess the core profitability of our business operations.

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

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

Lauren Dillard

LiveRamp Investor Relations

[email protected]

ERAMP

Source: LiveRamp

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