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LiveRamp Announces Strong Third Quarter Results and Raises Full Year Outlook

February 9, 2022 4:05 PM

Total Revenue Up 17% and Subscription Revenue Up 19%

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

$25 Million of Operating Cash Flow

86 $1 Million+ Customers

SAN FRANCISCO--(BUSINESS WIRE)-- LiveRamp® (NYSE: RAMP), the leading global data connectivity platform, today announced its financial results for the quarter ended December 31, 2021.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20220209005439/en/

Third Quarter Financial Highlights

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

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

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

GAAP and Non-GAAP Results

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

Q3 Fiscal 2022

Q3 Fiscal 2021

Results

Results

GAAP

Non-GAAP

GAAP

Non-GAAP

Subscription revenue

$111

$93

YoY change %

19%

15%

Marketplace & other revenue

$29

$26

YoY change %

12%

27%

Total revenue

$141

$120

YoY change %

17%

17%

Gross profit

$102

$108

$83

$88

% Gross margin

73%

77%

69%

73%

YoY change, pts

4 pts

3 pts

6 pts

4 pts

Operating income (loss)

($14)

$15

($16)

$12

% Operating margin

(10%)

10%

(13%)

10%

YoY change, pts

3 pts

27 pts

15 pts

Net earnings (loss)

($15)

$10

($12)

$10

Earnings (loss) per share

($0.23)

$0.14

($0.18)

$0.14

Shares to Calculate EPS

68.2

69.9

66.5

69.8

YoY change %

3%

0%

(1%)

0%

Net operating cash flow

$25

$15

Free cash flow to equity

$24

$14

Totals may not sum due to rounding.

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

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

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

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

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Ⓡ, RampID™, 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

December 31,

$

%

2021

2020

Variance

Variance

Revenues

140,604

119,753

20,851

17.4

%

Cost of revenue

38,557

37,085

1,472

4.0

%

Gross profit

102,047

82,668

19,379

23.4

%

% Gross margin

72.6

%

69.0

%

Operating expenses:
Research and development

41,870

30,608

11,262

36.8

%

Sales and marketing

46,324

43,904

2,420

5.5

%

General and administrative

27,639

23,943

3,696

15.4

%

Gains, losses and other items, net

-

(6

)

6

100.0

%

Total operating expenses

115,833

98,449

17,384

17.7

%

Loss from operations

(13,786

)

(15,781

)

1,995

12.6

%

% Margin

-9.8

%

-13.2

%

Total other expense, net

(241

)

(86

)

(155

)

(180.2

%)

Loss before income taxes

(14,027

)

(15,867

)

1,840

11.6

%

Income tax expense (benefit)

1,348

(4,142

)

5,490

132.5

%

Net loss

(15,375

)

(11,725

)

(3,650

)

(31.1

%)

Basic loss per share

(0.23

)

(0.18

)

(0.05

)

(27.9

%)

Diluted loss per share:

(0.23

)

(0.18

)

(0.05

)

(27.9

%)

Basic weighted average shares

68,190

66,523

Diluted weighted average shares

68,190

66,523

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)

For the Nine Months Ended

December 31,

$

%

2021

2020

Variance

Variance

Revenues

386,932

323,851

63,081

19.5

%

Cost of revenue

107,951

106,447

1,504

1.4

%

Gross profit

278,981

217,404

61,577

28.3

%

% Gross margin

72.1

%

67.1

%

Operating expenses:
Research and development

112,434

88,632

23,802

26.9

%

Sales and marketing

127,812

124,236

3,576

2.9

%

General and administrative

75,008

71,806

3,202

4.5

%

Gains, losses and other items, net

1,296

1,370

(74

)

(5.4

%)

Total operating expenses

316,550

286,044

30,506

10.7

%

Loss from operations

(37,569

)

(68,640

)

31,071

45.3

%

% Margin

-9.7

%

-21.2

%

Total other income, net

30,510

152

30,358

n/a

Loss before income taxes

(7,059

)

(68,488

)

61,429

89.7

%

Income tax benefit

(2,618

)

(11,067

)

8,449

76.3

%

Net loss

(4,441

)

(57,421

)

52,980

92.3

%

Basic loss per share

(0.07

)

(0.87

)

0.80

92.5

%

Diluted loss per share:

(0.07

)

(0.87

)

0.80

92.5

%

Basic weighted average shares

68,187

66,034

Diluted weighted average shares

68,187

66,034

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 Nine Months Ended

December 31,

December 31,

2021

2020

2021

2020

Loss before income taxes

(14,027

)

(15,867

)

(7,059

)

(68,488

)

Income tax expense (benefit)

1,348

(4,142

)

(2,618

)

(11,067

)

Net loss

(15,375

)

(11,725

)

(4,441

)

(57,421

)

Loss per share:
Basic

(0.23

)

(0.18

)

(0.07

)

(0.87

)

Diluted

(0.23

)

(0.18

)

(0.07

)

(0.87

)

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

4,647

4,213

13,904

13,869

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

23,758

23,894

61,475

64,583

Transformation costs (general and administrative)

-

-

-

3,863

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

-

(6

)

1,296

1,370

Gain on retained profits interest (other income)

(183

)

-

(30,235

)

-

Total excluded items

28,222

28,101

46,440

83,685

Income before income taxes and excluding items

14,195

12,234

39,381

15,197

Income taxes (2)

4,271

2,347

5,124

1,990

Non-GAAP net earnings

9,924

9,887

34,257

13,207

Non-GAAP earnings per share:
Basic

0.15

0.15

0.50

0.20

Diluted

0.14

0.14

0.49

0.19

Basic weighted average shares

68,190

66,523

68,187

66,034

Diluted weighted average shares

69,938

69,775

69,626

68,639

(1)

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

(2)

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

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 Nine Months Ended

December 31,

December 31,

2021

2020

2021

2020

Loss from operations

(13,786

)

(15,781

)

(37,569

)

(68,640

)

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

4,647

4,213

13,904

13,869

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

23,758

23,894

61,475

64,583

Transformation costs (general and administrative)

-

-

-

3,863

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

-

(6

)

1,296

1,370

Total excluded items

28,405

28,101

76,675

83,685

Income from operations before excluded items

14,619

12,320

39,106

15,045

(1)

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

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA (1)
(Unaudited)
(Dollars in thousands)

For the Three Months Ended

For the Nine Months Ended

December 31,

December 31,

2021

2020

2021

2020

Net loss

(15,375

)

(11,725

)

(4,441

)

(57,421

)

Income tax expense (benefit)

1,348

(4,142

)

(2,618

)

(11,067

)

Total other income (expense), net

(241

)

(86

)

30,510

152

Loss from operations

(13,786

)

(15,781

)

(37,569

)

(68,640

)

Depreciation and amortization

5,827

6,509

18,231

21,464

EBITDA

(7,959

)

(9,272

)

(19,338

)

(47,176

)

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

23,758

23,894

61,475

64,583

Transformation costs (general and administrative)

-

-

-

3,863

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

-

(6

)

1,296

1,370

Other adjustments

23,758

23,888

62,771

69,816

Adjusted EBITDA

15,799

14,616

43,433

22,640

(1)

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

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

December 31,

March 31,

$

%

2021

2021

Variance

Variance

Assets
Current assets:
Cash and cash equivalents

552,959

572,787

(19,828

)

(3.5

%)

Restricted cash

8,731

8,900

(169

)

(1.9

%)

Trade accounts receivable, net

156,827

114,284

42,543

37.2

%

Refundable income taxes

62,679

65,692

(3,013

)

(4.6

%)

Other current assets

40,584

64,052

(23,468

)

(36.6

%)

Total current assets

821,780

825,715

(3,935

)

(0.5

%)

Property and equipment

46,666

44,284

2,382

5.4

%

Less - accumulated depreciation and amortization

36,080

32,327

3,753

11.6

%

Property and equipment, net

10,586

11,957

(1,371

)

(11.5

%)

Intangible assets, net

31,536

39,730

(8,194

)

(20.6

%)

Goodwill

363,789

357,446

6,343

1.8

%

Deferred commissions, net

29,483

22,619

6,864

30.3

%

Other assets, net

85,361

30,854

54,507

176.7

%

1,342,535

1,288,321

54,214

4.2

%

Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable

71,655

39,955

31,700

79.3

%

Accrued payroll and related expenses

32,496

46,438

(13,942

)

(30.0

%)

Other accrued expenses

56,221

58,353

(2,132

)

(3.7

%)

Acquisition escrow payable

8,731

8,900

(169.00

)

(1.9

%)

Deferred revenue

14,933

11,603

3,330

28.7

%

Total current liabilities

184,036

165,249

18,787

11.4

%

Other liabilities

88,085

42,389

45,696

107.8

%

Stockholders' equity:
Preferred stock

-

-

-

n/a

Common stock

14,925

14,781

144

1.0

%

Additional paid-in capital

1,689,172

1,630,072

59,100

3.6

%

Retained earnings

1,450,385

1,454,826

(4,441

)

(0.3

%)

Accumulated other comprehensive income

5,890

7,522

(1,632

)

(21.7

%)

Treasury stock, at cost

(2,089,958

)

(2,026,518

)

(63,440

)

(3.1

%)

Total stockholders' equity

1,070,414

1,080,683

(10,269

)

(1.0

%)

1,342,535

1,288,321

54,214

4.2

%

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

For the Three Months Ended

December 31,

2021

2020

Cash flows from operating activities:
Net loss

(15,375

)

(11,725

)

Non-cash operating activities:
Depreciation and amortization

5,827

6,509

Loss on disposal or impairment of assets

-

1

Gain on distribution from retained profits interest

(183

)

-

Provision for doubtful accounts

1,845

824

Deferred income taxes

315

485

Non-cash stock compensation expense

23,758

23,894

Changes in operating assets and liabilities:
Accounts receivable

(27,803

)

(17,062

)

Deferred commissions

(1,495

)

(1,637

)

Other assets

(1,331

)

(192

)

Accounts payable and other liabilities

34,358

13,824

Income taxes

1,630

(5,399

)

Deferred revenue

3,927

5,168

Net cash provided by operating activities

25,473

14,690

Cash flows from investing activities:
Capital expenditures

(1,316

)

(678

)

Purchases of investments

-

(3,000

)

Purchases of strategic investments

-

(327

)

Distribution from retained profits interest

184

-

Cash paid in acquisition, net of cash received

(2,008

)

(14,815

)

Net cash used in investing activities

(3,140

)

(18,820

)

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

1,905

5,115

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

(1,674

)

(3,627

)

Acquisition of treasury stock

(5,147

)

-

Net cash provided by (used in) financing activities

(4,916

)

1,488

Effect of exchange rate changes on cash

(48

)

537

Net change in cash and cash equivalents

17,369

(2,105

)

Cash and cash equivalents at beginning of period

544,321

665,506

Cash and cash equivalents at end of period

561,690

663,401

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

(246

)

(771

)

Operating lease assets obtained in exchange for operating lease liabilities

17,211

-

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

For the Nine Months Ended

December 31,

2021

2020

Cash flows from operating activities:
Net loss

(4,441

)

(57,421

)

Non-cash operating activities:
Depreciation and amortization

18,231

21,464

Loss on disposal or impairment of assets

142

334

Gain on distribution from retained profits interest

(30,235

)

-

Provision for doubtful accounts

3,127

3,346

Deferred income taxes

(456

)

-

Non-cash stock compensation expense

61,475

64,583

Changes in operating assets and liabilities:
Accounts receivable

(45,876

)

(26,646

)

Deferred commissions

(6,864

)

(5,082

)

Other assets

22,077

7,511

Accounts payable and other liabilities

(2,471

)

(6,847

)

Income taxes

998

(8,982

)

Deferred revenue

3,426

5,067

Net cash provided by (used in) operating activities

19,133

(2,673

)

Cash flows from investing activities:
Capital expenditures

(2,619

)

(1,806

)

Purchases of investments

-

(3,000

)

Purchases of strategic investments

-

(2,200

)

Distribution from retained profits interest

31,184

-

Cash paid in acquisition, net of cash received

(10,376

)

(17,748

)

Net cash provided by (used in) investing activities

18,189

(24,754

)

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

6,183

8,676

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

(14,216

)

(9,382

)

Acquisition of treasury stock

(49,224

)

(42,312

)

Net cash used in financing activities

(57,257

)

(43,018

)

Effect of exchange rate changes on cash

(62

)

1,220

Net change in cash and cash equivalents

(19,997

)

(69,225

)

Cash and cash equivalents at beginning of period

581,687

732,626

Cash and cash equivalents at end of period

561,690

663,401

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

(2,815

)

(2,092

)

Operating lease assets obtained in exchange for operating lease liabilities

52,902

-

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

12/31/21

FY2022

Net Cash Provided by (Used in) Operating Activities

(23,612

)

6,249

14,690

(17,887

)

(20,560

)

(17,241

)

10,901

25,473

19,133

Less:
Capital expenditures

(832

)

(296

)

(678

)

(376

)

(2,182

)

(427

)

(876

)

(1,316

)

(2,619

)

Free Cash Flow to Equity

(24,444

)

5,953

14,012

(18,263

)

(22,742

)

(17,668

)

10,025

24,157

16,514

(1)

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

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)

Q3 FY22 to Q3 FY21

06/30/20

09/30/20

12/31/20

03/31/21

FY2021

06/30/21

09/30/21

12/31/21

FY2022

%

$

Revenues

99,437

104,661

119,753

119,175

443,026

119,038

127,290

140,604

386,932

19.9

%

20,851

Cost of revenue

34,465

34,897

37,085

37,557

144,004

34,315

35,079

38,557

107,951

4.2

%

1,472

Gross profit

64,972

69,764

82,668

81,618

299,022

84,723

92,211

102,047

278,981

27.8

%

19,379

% Gross margin

65.3

%

66.7

%

69.0

%

68.5

%

67.5

%

71.2

%

72.4

%

72.6

%

72.1

%

Operating expenses
Research and development

26,989

31,035

30,608

46,479

135,111

34,776

35,788

41,870

112,434

36.3

%

11,262

Sales and marketing

38,627

41,705

43,904

53,307

177,543

41,979

39,509

46,324

127,812

5.8

%

2,420

General and administrative

23,368

24,495

23,943

32,395

104,201

24,291

23,078

27,639

75,008

15.1

%

3,696

Gains, losses and other items, net

1,995

(619

)

(6

)

1,345

2,715

1,278

18

-

1,296

1.0

%

6

Total operating expenses

90,979

96,616

98,449

133,526

419,570

102,324

98,393

115,833

316,550

18.0

%

17,384

Loss from operations

(26,007

)

(26,852

)

(15,781

)

(51,908

)

(120,548

)

(17,601

)

(6,182

)

(13,786

)

(37,569

)

7.4

%

1,995

% Margin

-26.2

%

-25.7

%

-13.2

%

-43.6

%

-27.2

%

-14.8

%

-4.9

%

-9.8

%

-9.7

%

Total other income (expense), net

463

(225

)

(86

)

(404

)

(252

)

30,601

150

(241

)

30,510

(68.9

%)

(155

)

Loss before income taxes

(25,544

)

(27,077

)

(15,867

)

(52,312

)

(120,800

)

13,000

(6,032

)

(14,027

)

(7,059

)

6.8

%

1,840

Income taxes expense (benefit)

(3,816

)

(3,109

)

(4,142

)

(19,465

)

(30,532

)

(4,365

)

399

1,348

(2,618

)

176.6

%

5,490

Net earnings (loss)

(21,728

)

(23,968

)

(11,725

)

(32,847

)

(90,268

)

17,365

(6,431

)

(15,375

)

(4,441

)

(15.2

%)

(3,650

)

Diluted earnings (loss) per share

(0.33

)

(0.36

)

(0.18

)

(0.49

)

(1.36

)

0.25

(0.09

)

(0.23

)

(0.07

)

(13.6

%)

(0.05

)

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

65,570

66,010

66,523

67,111

66,304

68,328

68,042

68,190

68,187

Diluted shares

65,570

66,010

66,523

67,111

66,304

69,605

69,333

69,938

69,626

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

12/31/21

FY 2022

Income (loss) before income taxes

(25,544

)

(27,077

)

(15,867

)

(52,312

)

(120,800

)

13,000

(6,032

)

(14,027

)

(7,059

)

Income taxes (benefit)

(3,816

)

(3,109

)

(4,142

)

(19,465

)

(30,532

)

(4,365

)

399

1,348

(2,618

)

Net earnings (loss)

(21,728

)

(23,968

)

(11,725

)

(32,847

)

(90,268

)

17,365

(6,431

)

(15,375

)

(4,441

)

Earnings (loss) per share:
Basic

(0.33

)

(0.36

)

(0.18

)

(0.49

)

(1.36

)

0.25

(0.09

)

(0.23

)

(0.07

)

Diluted

(0.33

)

(0.36

)

(0.18

)

(0.49

)

(1.36

)

0.25

(0.09

)

(0.23

)

(0.07

)

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

5,306

4,350

4,213

4,177

18,046

4,645

4,612

4,647

13,904

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

16,485

24,204

23,894

47,124

111,707

18,496

19,221

23,758

61,475

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

1,995

(619

)

(6

)

1,345

2,715

1,278

18

-

1,296

Transformation costs (general and administrative)

3,605

258

-

-

3,863

-

-

-

-

Gain on retained profits interest (other income)

-

-

-

-

-

(30,052

)

-

(183

)

(30,235

)

Total excluded items

27,391

28,193

28,101

52,646

136,331

(5,633

)

23,851

28,222

46,440

Income before income taxes and excluding items

1,847

1,116

12,234

334

15,531

7,367

17,819

14,195

39,381

Income taxes expense (benefit)

934

(1,291

)

2,347

(2,628

)

(638

)

865

(12

)

4,271

5,124

Non-GAAP net earnings

913

2,407

9,887

2,962

16,169

6,502

17,831

9,924

34,257

Non-GAAP earnings per share:
Basic

0.01

0.04

0.15

0.04

0.24

0.10

0.26

0.15

0.50

Diluted

0.01

0.03

0.14

0.04

0.23

0.09

0.26

0.14

0.49

Basic weighted average shares

65,570

66,010

66,523

67,111

66,304

68,328

68,042

68,190

68,187

Diluted weighted average shares

67,337

68,804

69,775

69,935

68,963

69,605

69,333

69,938

69,626

Some totals may not add due to rounding

(1)

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

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

12/31/21

FY2022

Expenses:
Cost of revenue

34,465

34,897

37,085

37,557

144,004

34,315

35,079

38,557

107,951

Research and development

26,989

31,035

30,608

46,479

135,111

34,776

35,788

41,870

112,434

Sales and marketing

38,627

41,705

43,904

53,307

177,543

41,979

39,509

46,324

127,812

General and administrative

23,368

24,495

23,943

32,395

104,201

24,291

23,078

27,639

75,008

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

102,047

278,981

% Gross margin

65.3

%

66.7

%

69.0

%

68.5

%

67.5

%

71.2

%

72.4

%

72.6

%

72.1

%

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

5,306

4,350

4,213

4,177

18,046

4,645

4,612

4,647

13,904

Non-cash stock compensation (cost of revenue)

775

913

988

2,624

5,300

790

948

1,168

2,906

Non-cash stock compensation (research and development)

5,886

7,713

7,376

17,985

38,960

5,348

7,184

9,264

21,796

Non-cash stock compensation (sales and marketing)

7,123

9,233

9,212

14,833

40,401

6,793

6,749

7,329

20,871

Non-cash stock compensation (general and administrative)

2,701

6,345

6,318

11,682

27,046

5,565

4,340

5,997

15,902

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

1,995

(619

)

(6

)

1,345

2,715

1,278

18

-

1,296

Transformation costs (general and administrative)

3,605

258

-

-

3,863

-

-

-

-

Gain on retained profits interest (other income)

-

-

-

-

-

(30,052

)

-

(183

)

(30,235

)

Total excluded items

27,391

28,193

28,101

52,646

136,331

(5,633

)

23,851

28,222

46,440

Expenses, excluding items:
Cost of revenue

28,384

29,634

31,884

30,756

120,658

28,880

29,519

32,742

91,141

Research and development

21,103

23,322

23,232

28,494

96,151

29,428

28,604

32,606

90,638

Sales and marketing

31,504

32,472

34,692

38,474

137,142

35,186

32,760

38,995

106,941

General and administrative

17,062

17,892

17,625

20,713

73,292

18,726

18,738

21,642

59,106

Gains, losses and other items, net

-

-

-

-

-

-

-

-

-

Gross profit, excluding items:

71,053

75,027

87,869

88,419

322,368

90,158

97,771

107,862

295,791

% Gross margin

71.5

%

71.7

%

73.4

%

74.2

%

72.8

%

75.7

%

76.8

%

76.7

%

76.4

%

(1)

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

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, 2022

March 31, 2022

GAAP loss from operations

(31,000

)

(69,000

)

Excluded items:
Purchased intangible asset amortization

5,000

19,000

Non-cash stock compensation

28,000

90,000

Restructuring and transformation costs

-

1,000

Total excluded items

33,000

110,000

Non-GAAP income from operations

$

2,000

$

41,000

(1)

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

APPENDIX A

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

Q3 FISCAL 2022 FINANCIAL RESULTS

EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS

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

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

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

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

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

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