Q4 Revenue Up 5% and Full Year Revenue Up 13%

Q4 GAAP Gross Margin of 71% and Non-GAAP Gross Margin of 75%

Full Year Operating Cash Flow of $34 Million

$150 Million in Shares Repurchased in Full Year

LiveRamp^® (NYSE:RAMP), the leading data collaboration platform, today announced its financial results for the quarter and fiscal year ended March 31, 2023.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230524005702/en/

Fourth Quarter Financial Highlights

All metrics compared to the prior year fourth quarter.

Total revenue was $149 million, up 5%.
Subscription revenue was $121 million, up 5%, and contributed 81% of total revenue.
Marketplace & Other revenue was $28 million, up 6%.
GAAP gross profit was $105 million, up 3%, and GAAP gross margin of 71% declined by 1 percentage point. Non-GAAP gross profit was $111 million, up 3%, and non-GAAP gross margin of 75% declined by 2 percentage points.
GAAP operating loss was $47 million compared to $28 million in the prior year period. Non-GAAP operating income was $14 million compared to $3 million in the prior year period.
The Company accelerated the vesting of certain time-vesting restricted stock units that would have otherwise vested over the next six months to take advantage of cash tax savings opportunities. In the fourth quarter, the Company recognized $23 million of stock-based compensation expense and $2 million of payroll tax expense related to the accelerated vesting. The accelerated vesting was not contemplated in the Company's financial outlook for the fourth quarter and fiscal 2023. The payroll tax expense impacted both GAAP and non-GAAP operating income, while the stock-based compensation expense only impacted GAAP operating income.
GAAP diluted loss per share was $0.48, and non-GAAP diluted earnings per share was $0.32.
Net cash provided by operating activities was $31 million compared to $59 million in the prior year period.

Fiscal Year Financial Highlights

All metrics compared to the prior fiscal year.

Total revenue was $597 million, up 13%.
Subscription revenue was $483 million, up 13%, and contributed 81% of total revenue.
Marketplace & Other revenue was $114 million, up 14%.
GAAP gross profit was $426 million, up 12%, and GAAP gross margin of 71% declined by 1 percentage point. Non-GAAP gross profit was $450 million, up 11%, and non-GAAP gross margin of 75% declined by 1 percentage point.
GAAP operating loss was $126 million compared to $66 million in the prior year. Non-GAAP operating income was $61 million compared to $42 million in the prior year.
GAAP diluted loss per share was $1.79, and non-GAAP diluted earnings per share was $0.86.
Net cash provided by operating activities was $34 million compared to $78 million in the prior year.
In FY23, LiveRamp repurchased 6.1 million shares for $150 million. Since inception of the share repurchase program in August 2011, the Company has returned approximately $1.4 billion in capital to shareholders. To date in FY24, the Company has repurchased 0.5 million shares for $12 million. There is $206 million currently available under the share repurchase authorization that expires on December 31, 2024.

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

LiveRamp CEO Scott Howe said, "We delivered an in-line quarter, hitting our key financial targets. We enter fiscal 2024 as a more efficient company, with a leaner cost structure and encouraging sales momentum, particularly upselling customers to our data collaboration platform. We expect this momentum to build in FY24 as our recently announced integrations and partnerships – such as with Google PAIR, Snowflake and Twilio – gain traction in the market."

GAAP and Non-GAAP Results

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

	Q4 Fiscal 2023		Full Year Fiscal 2023
	Results		Results
	GAAP	Non-GAAP	GAAP	Non-GAAP
Subscription revenue	$121	—	$483	—
YoY change %	5%		13%
Marketplace & other revenue	$28	—	$114	—
YoY change %	6%		14%
Total revenue	$149	—	$597	—
YoY change %	5%		13%

Gross profit	$105	$111	$426	$450
% Gross margin	71%	75%	71%	75%
YoY change, pts	(1 pt)	(2 pt)	(1 pt)	(1 pt)

Operating income (loss)	($47)	$14	($126)	$61
% Operating margin	(32%)	10%	(21%)	10%
YoY change, pts	(12 pts)	8 pts	(9 pts)	2 pts

Net earnings (loss)	($31)	$21	($119)	$58
Diluted earnings (loss) per share	($0.48)	$0.32	($1.79)	$0.86

Shares to calculate diluted EPS	65.1	66.3	66.4	67.1
YoY change %	(5%)	(3%)	(3%)	(4%)

Net operating cash flow	$31	—	$34	—
Free cash flow to equity	—	$31	—	$30

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

The Company's Authenticated Traffic Solution (ATS) has reached global scale. There are currently 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, Xander, Amobee, Criteo, Roku Oneview, and MediaMath.
To date, over 14,000 publisher domains, including 70% of the comScore 100 largest publishers, have integrated ATS worldwide, including Amazon Publisher Services, Microsoft, Hearst, CafeMedia, Leaf Group, Prisma Media and Burda. Through these integrations, LiveRamp is now connected to over 90% of consumer time spent online in the US.
In February 2023, LiveRamp announced enhanced product capabilities natively built on Snowflake, a leading data cloud warehouse. Last year, LiveRamp's identity solutions were natively integrated into Snowflake. Now LiveRamp's data activation solutions will be natively built into Snowflake, along with an easy-to-use, marketer-friendly user interface, allowing customers to easily activate hundreds of marketing and media destinations directly from Snowflake.
In March 2023, LiveRamp announced that its activation network now extends to mar-tech capabilities through a new partnership with Twilio. This integration will enable marketers to seamlessly activate their LiveRamp audiences in SMS and Email on Twilio, enabling new audience activation channels, as well as the centralization of measurement across advertising and marketing channels.
In March 2023, LiveRamp announced a new partnership with Adobe Real-Time Customer Data Platform to natively offer LiveRamp's people-based identifier, RampID. Through a new LiveRamp app available in Adobe Exchange, marketers will be able to activate their customer data on RampID via downstream activation partners including DSPs, SSPs, CTV destinations, and other premium publishers.
LiveRamp added 10 net new direct subscription customers in the fourth quarter. Customer count at quarter end was 920, up from 905 a year ago.
At the end of the fourth quarter, LiveRamp had 95 customers whose subscription contracts exceed $1 million in annual revenue, up from 87 in the prior year period.
During the fourth quarter, subscription net retention was 97%, and platform net retention was 99%.
Current remaining performance obligations (CRPO), which is contracted and committed revenue expected to be recognized over the next 12 months, at the end of the fourth quarter was $338 million, up 9% compared to the prior year period.

Financial Outlook

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

For the first quarter of fiscal 2024, LiveRamp expects to report:

Revenue of approximately $147 million, an increase of 3% year-over-year
GAAP operating loss of approximately $8 million
Non-GAAP operating income of approximately $15 million

For fiscal 2024, LiveRamp expects to report:

Revenue of between $610 million and $620 million, an increase of between 2% and 4% year-over-year
GAAP operating income of between $3 million and $6 million
Non-GAAP operating income of between $90 million and $93 million.

Conference Call

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

About LiveRamp

LiveRamp is the 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.

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, 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, 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; and attracting and retaining talent. Additional risks include maintaining our culture and our ability to innovate and evolve while operating in a hybrid work environment, with some employees working remotely at least some of the time within a rapidly changing industry, while also avoiding disruption from reductions in our current workforce as well as disruptions resulting from acquisition, divestiture and other activities affecting our workforce. 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 2022 ended March 31, 2022, and LiveRamp's Quarterly Reports on Form 10-Q issued in fiscal year 2023.

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

LiveRamp assumes no obligation and does not currently intend to update these forward-looking statements.

To automatically receive LiveRamp financial news by email, please visit www.LiveRamp.com and subscribe to email alerts.

ERAMP

LiveRamp^Ⓡand RampID^TM 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
	March 31,
					$		%
	2023		2022		Variance		Variance

Revenues	148,626		141,725		6,901		4.9	%

Cost of revenue	43,472		39,476		3,996		10.1	%
Gross profit	105,154		102,249		2,905		2.8	%
% Gross margin	70.8	%	72.1	%

Operating expenses:
Research and development	52,220		45,501		6,719		14.8	%
Sales and marketing	57,506		54,951		2,555		4.6	%
General and administrative	32,832		29,583		3,249		11.0	%
Gains, losses and other items, net	9,723		183		9,540		5213.1	%
Total operating expenses	152,281		130,218		22,063		16.9	%

Loss from operations	(47,127	)	(27,969	)	(19,158	)	(68.5	%)
% Margin	-31.7	%	-19.7	%

Total other income (expense), net	4,735		(47	)	4,782		10174.5	%

Loss from continuing operations before income taxes	(42,392	)	(28,016	)	(14,376	)	(51.3	%)

Income tax expense (benefit)	(6,460	)	1,376		(7,836	)	(569.5	%)

Net loss from continuing operations	(35,932	)	(29,392	)	(6,540	)	(22.3	%)

Earnings from discontinued operations, net of tax	4,568		-		4,568		n/a

Net loss	(31,364	)	(29,392	)	(1,972	)	(6.7	%)

Basic earnings (loss) per share:
Continuing operations	(0.55	)	(0.43	)	(0.12	)	(28.2	%)
Discontinued operations	0.07		-		0.07		n/a
Basic loss per share	(0.48	)	(0.43	)	(0.05	)	(11.9	%)

Diluted earnings (loss) per share:
Continuing operations	(0.55	)	(0.43	)	(0.12	)	(28.2	%)
Discontinued operations	0.07		-		0.07		n/a
Diluted loss per share:	(0.48	)	(0.43	)	(0.05	)	(11.9	%)

Basic weighted average shares	65,126		68,283
Diluted weighted average shares	65,126		68,283


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)

	For the Twelve Months Ended
	March 31,
					$		%
	2023		2022		Variance		Variance

Revenues	596,583		528,657		67,926		12.8	%

Cost of revenue	170,084		147,427		22,657		15.4	%
Gross profit	426,499		381,230		45,269		11.9	%
% Gross margin	71.5	%	72.1	%

Operating expenses:
Research and development	189,195		157,935		31,260		19.8	%
Sales and marketing	202,437		182,763		19,674		10.8	%
General and administrative	125,351		104,591		20,760		19.8	%
Gains, losses and other items, net	35,316		1,479		33,837		2287.8	%
Total operating expenses	552,299		446,768		105,531		23.6	%

Loss from operations	(125,800	)	(65,538	)	(60,262	)	(91.9	%)
% Margin	-21.1	%	-12.4	%

Total other income, net	6,946		30,463		(23,517	)	(77.2	%)

Loss from continuing operations before income taxes	(118,854	)	(35,075	)	(83,779	)	(238.9	%)

Income tax expense (benefit)	5,252		(1,242	)	6,494		522.9	%

Net loss from continuing operations	(124,106	)	(33,833	)	(90,273	)	(266.8	%)

Earnings from discontinued operations, net of tax	5,404		-		5,404		n/a

Net loss	(118,702	)	(33,833	)	(84,869	)	(250.8	%)

Basic earnings (loss) per share:
Continuing operations	(1.87	)	(0.50	)	(1.37	)	(277.1	%)
Discontinued operations	0.08		-		0.08		n/a
Basic earnings (loss) per share	(1.79	)	(0.50	)	(1.29	)	(260.7	%)

Diluted earnings (loss) per share:
Continuing operations	(1.87	)	(0.50	)	(1.37	)	(277.1	%)
Discontinued operations	0.08		-		0.08		n/a
Diluted earnings (loss) per share:	(1.79	)	(0.50	)	(1.29	)	(260.7	%)

Basic weighted average shares	66,352		68,211
Diluted weighted average shares	66,352		68,211


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 Twelve Months Ended
	March 31,				March 31,
	2023		2022		2023		2022

Loss from continuing operations before income taxes	(42,392	)	(28,016	)	(118,854	)	(35,075	)

Income tax expense (benefit)	(6,460	)	1,376		5,252		(1,242	)

Net loss from continuing operations	(35,932	)	(29,392	)	(124,106	)	(33,833	)

Earnings from discontinued operations, net of tax	4,568		-		5,404		-

Net loss	(31,364	)	(29,392	)	(118,702	)	(33,833	)

Loss per share:
Basic	(0.48	)	(0.43	)	(1.79	)	(0.50	)
Diluted	(0.48	)	(0.43	)	(1.79	)	(0.50	)

Excluded items:
Purchased intangible asset amortization (cost of revenue)	3,336		4,807		16,825		18,711
Non-cash stock compensation (cost of revenue and operating expenses)	44,658		25,782		125,800		87,257
Transformation costs (general and administrative)	3,663		-		9,025		-
Restructuring and merger charges (gains, losses, and other)	9,723		183		35,316		1,479
Gain on retained profits interest (other income)	-		-		-		(30,235	)

Total excluded items, continuing operations	61,380		30,772		186,966		77,212

Income from continuing operations before income taxes and excluding items	18,988		2,756		68,112		42,137

Income tax expense (benefit) (2)	(2,141	)	3,391		10,121		8,515

Non-GAAP net earnings (loss) from continuing operations	21,129		(635	)	57,991		33,622

Non-GAAP earnings (loss) per share from continuing operations:
Basic	0.32		(0.01	)	0.87		0.49
Diluted	0.32		(0.01	)	0.86		0.48

Basic weighted average shares	65,126		68,283		66,352		68,211
Diluted weighted average shares	66,268		68,283		67,097		69,560

(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.


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 Twelve Months Ended
	March 31,				March 31,
	2023		2022		2023		2022

Loss from continuing operations	(47,127	)	(27,969	)	(125,800	)	(65,538	)

Excluded items:
Purchased intangible asset amortization (cost of revenue)	3,336		4,807		16,825		18,711
Non-cash stock compensation (cost of revenue and operating expenses)	44,658		25,782		125,800		87,257
Transformation costs (general and administrative)	3,663		-		9,025		-
Restructuring and merger charges (gains, losses, and other)	9,723		183		35,316		1,479

Total excluded items	61,380		30,772		186,966		107,447

Income from continuing operations before excluded items	14,253		2,803		61,166		41,909


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

	For the Three Months Ended				For the Twelve Months Ended
	March 31,				March 31,
	2023		2022		2023		2022

Net loss from continuing operations	(35,932	)	(29,392	)	(124,106	)	(33,833	)

Income tax expense (benefit)	(6,460	)	1,376		5,252		(1,242	)

Other expense (income)	(4,735	)	47		(6,946	)	(30,463	)

Loss from operations	(47,127	)	(27,969	)	(125,800	)	(65,538	)

Depreciation and amortization	4,226		6,017		20,787		24,248

EBITDA	(42,901	)	(21,952	)	(105,013	)	(41,290	)

Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses)	44,658		25,782		125,800		87,257
Transformation costs (general and administrative)	3,663		-		9,025		-
Restructuring and merger charges (gains, losses, and other)	9,723		183		35,316		1,479

Other adjustments	58,044		25,965		170,141		88,736

Adjusted EBITDA	15,143		4,013		65,128		47,446

(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)

	March 31,		March 31,		$		%
	2023		2022		Variance		Variance

Assets
Current assets:
Cash and cash equivalents	464,448		600,162		(135,714	)	(22.6	%)
Short-term investments	32,807		7,500		25,307		337.4	%
Trade accounts receivable, net	157,379		148,343		9,036		6.1	%
Refundable income taxes, net	28,897		30,354		(1,457	)	(4.8	%)
Other current assets	31,028		29,475		1,553		5.3	%

Total current assets	714,559		815,834		(101,275	)	(12.4	%)

Property and equipment	39,393		45,001		(5,608	)	(12.5	%)
Less - accumulated depreciation and amortization	32,308		33,470		(1,162	)	(3.5	%)

Property and equipment, net	7,085		11,531		(4,446	)	(38.6	%)

Intangible assets, net	9,868		26,718		(16,850	)	(63.1	%)
Goodwill	363,116		363,845		(729	)	(0.2	%)
Deferred commissions, net	37,030		30,594		6,436		21.0	%
Other assets, net	41,045		85,214		(44,169	)	(51.8	%)

	1,172,703		1,333,736		(161,033	)	(12.1	%)

Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable	86,568		83,197		3,371		4.1	%
Accrued payroll and related expenses	33,434		39,188		(5,754	)	(14.7	%)
Other accrued expenses	35,736		46,067		(10,331	)	(22.4	%)
Deferred revenue	19,091		16,114		2,977		18.5	%

Total current liabilities	174,829		184,566		(9,737	)	(5.3	%)

Other liabilities	71,798		86,110		(14,312	)	(16.6	%)

Stockholders' equity:
Preferred stock	-		-		-		n/a
Common stock	15,399		14,984		415		2.8	%
Additional paid-in capital	1,855,916		1,721,118		134,798		7.8	%
Retained earnings	1,302,291		1,420,993		(118,702	)	(8.4	%)
Accumulated other comprehensive income	4,504		5,730		(1,226	)	(21.4	%)
Treasury stock, at cost	(2,252,034	)	(2,099,765	)	(152,269	)	(7.3	%)
Total stockholders' equity	926,076		1,063,060		(136,984	)	(12.9	%)

	1,172,703		1,333,736		(161,033	)	(12.1	%)



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

	For the Three Months Ended
	March 31,
	2023		2022

Cash flows from operating activities:
Net loss	(31,364	)	(29,392	)
Earnings from discontinued operations, net of tax	(4,568	)	-
Non-cash operating activities:
Depreciation and amortization	4,226		6,017
Loss on disposal or impairment of assets	16		41
Lease impairments	9,380		-
Provision for doubtful accounts	48		1,090
Deferred income taxes	(89	)	(1,084	)
Non-cash stock compensation expense	44,658		25,782
Changes in operating assets and liabilities:
Accounts receivable	15,048		7,265
Deferred commissions	(4,313	)	(1,111	)
Other assets	6,117		4,786
Accounts payable and other liabilities	(6,060	)	11,321
Income taxes	(6,371	)	32,971
Deferred revenue	3,937		1,258
Net cash provided by operating activities	30,665		58,944
Cash flows from investing activities:
Capital expenditures	(103	)	(1,880	)
Purchases of investments	(25,197	)	-
Proceeds from sales of strategic investments	994		-
Cash paid in acquisition, net of cash received	-		(8,731	)
Net cash used in investing activities	(24,306	)	(10,611	)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans	4		83
Shares repurchased for tax withholdings upon vesting of stock-based awards	(218	)	(410	)
Acquisition of treasury stock	-		(9,397	)
Net cash used in financing activities	(214	)	(9,724	)
Cash flows from discontinued operations:
From operating activities	4,568		-
Net cash provided by discontinued operations	4,568		-
Effect of exchange rate changes on cash	219		(137	)

Net change in cash and cash equivalents	10,932		38,472
Cash and cash equivalents at beginning of period	453,516		561,690
Cash and cash equivalents at end of period	464,448		600,162

Supplemental cash flow information:
Cash paid (received) during the period for:
Income taxes related to continuing operations	1,076		(30,101	)
Income taxes related to discontinued operations	(7,025	)	-
Operating lease liabilities	2,510		2,591
Operating lease assets obtained in exchange for operating lease liabilities	-		3,280
Purchases of property, plant, & equipment, net remaining unpaid at end of period	47		696


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

	For the Twelve Months Ended
	March 31,
	2023		2022

Cash flows from operating activities:
Net loss	(118,702	)	(33,833	)
Earnings from discontinued operations, net of tax	(5,404	)	-
Non-cash operating activities:
Depreciation and amortization	20,787		24,248
Loss on disposal or impairment of assets	4,137		183
Lease impairments	27,545		-
Gain on sale of strategic investments	(194	)	-
Gain on distribution from retained profits interest	-		(30,235	)
Provision for doubtful accounts	1,776		4,217
Deferred income taxes	115		(1,540	)
Non-cash stock compensation expense	125,800		87,257
Changes in operating assets and liabilities:
Accounts receivable	(12,123	)	(38,611	)
Deferred commissions	(6,436	)	(7,975	)
Other assets	7,705		26,863
Accounts payable and other liabilities	(15,369	)	8,850
Income taxes	596		33,969
Deferred revenue	4,208		4,684
Net cash provided by operating activities	34,441		78,077
Cash flows from investing activities:
Capital expenditures	(4,696	)	(4,499	)
Purchases of investments	(28,197	)	-
Proceeds from sales of investments	3,000		-
Purchases of strategic investments	(500	)	-
Proceeds from sales of strategic investments	1,394		-
Distribution from retained profits interest	-		31,184
Cash paid in acquisition, net of cash received	-		(19,107	)
Net cash provided by (used in) investing activities	(28,999	)	7,578
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans	6,259		6,266
Shares repurchased for tax withholdings upon vesting of stock-based awards	(2,272	)	(14,626	)
Acquisition of treasury stock	(149,997	)	(58,621	)
Net cash used in financing activities	(146,010	)	(66,981	)
Cash flows from discontinued operations:
From operating activities	5,404		-
Net cash provided by discontinued operations	5,404		-
Effect of exchange rate changes on cash	(550	)	(199	)

Net change in cash and cash equivalents	(135,714	)	18,475
Cash and cash equivalents at beginning of period	600,162		581,687
Cash and cash equivalents at end of period	464,448		600,162

Supplemental cash flow information:
Cash paid (received) during the period for:
Income taxes related to continuing operations	5,801		(32,916	)
Income taxes related to discontinued operations	(8,332	)	-
Operating lease liabilities	8,243		10,108
Operating lease assets obtained in exchange for operating lease liabilities	69		56,182
Operating lease assets relinquished in exchange for operating lease liabilities	(6,781	)	-
Purchases of property, plant, & equipment, net remaining unpaid at end of period	47		696

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW TO EQUITY (1)
(Unaudited)
(Dollars in thousands)

	06/30/21		09/30/21		12/31/21		03/31/22		FY2022		06/30/22		09/30/22		12/31/22		03/31/23		FY2023

Net Cash Provided by (Used in) Operating Activities-Continuing Operations	(17,241	)	10,901		25,473		58,944		78,077		(33,369	)	21,375		15,770		30,665		34,441

Less:
Capital expenditures	(427	)	(876	)	(1,316	)	(1,880	)	(4,499	)	(1,741	)	(2,673	)	(179	)	(103	)	(4,696	)

Free Cash Flow to Equity	(17,668	)	10,025		24,157		57,064		73,578		(35,110	)	18,702		15,591		30,562		29,745

(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)

																						FY23 to FY22
		06/30/21		09/30/21		12/31/21		03/31/22		FY2022		06/30/22		09/30/22		12/31/22		03/31/23		FY2023		%		$
	Revenues	119,038		127,290		140,604		141,725		528,657		142,243		147,099		158,615		148,626		596,583		12.8	%	67,926

	Cost of revenue	34,315		35,079		38,557		39,476		147,427		41,021		42,304		43,287		43,472		170,084		15.4	%	22,657
	Gross profit	84,723		92,211		102,047		102,249		381,230		101,222		104,795		115,328		105,154		426,499		11.9	%	45,269
	% Gross margin	71.2	%	72.4	%	72.6	%	72.1	%	72.1	%	71.2	%	71.2	%	72.7	%	70.8	%	71.5	%

	Operating expenses
	Research and development	34,776		35,788		41,870		45,501		157,935		47,661		46,139		43,175		52,220		189,195		19.8	%	31,260
	Sales and marketing	41,979		39,509		46,324		54,951		182,763		51,280		45,949		47,702		57,506		202,437		10.8	%	19,674
	General and administrative	24,291		23,078		27,639		29,583		104,591		27,144		28,718		36,657		32,832		125,351		19.8	%	20,760
	Gains, losses and other items, net	1,278		18		-		183		1,479		739		13,111		11,743		9,723		35,316		2287.8	%	33,837
	Total operating expenses	102,324		98,393		115,833		130,218		446,768		126,824		133,917		139,277		152,281		552,299		23.6	%	105,531

	Loss from operations	(17,601	)	(6,182	)	(13,786	)	(27,969	)	(65,538	)	(25,602	)	(29,122	)	(23,949	)	(47,127	)	(125,800	)	(91.9	%)	(60,262	)
	*% Margin*	*-14.8*	%	*-4.9*	%	*-9.8*	%	*-19.7*	%	*-12.4*	%	*-18.0*	%	*-19.8*	%	*-15.1*	%	*-31.7*	%	*-21.1*	%

	Total other income (expense), net	30,601		150		(241	)	(47	)	30,463		699		2,248		(736	)	4,735		6,946		(77.2	%)	(23,517	)

	Income (loss) from continuing operations before income taxes	13,000		(6,032	)	(14,027	)	(28,016	)	(35,075	)	(24,903	)	(26,874	)	(24,685	)	(42,392	)	(118,854	)	(238.9	%)	(83,779	)

	Income taxes expense (benefit)	(4,365	)	399		1,348		1,376		(1,242	)	2,315		3,562		5,835		(6,460	)	5,252		522.9	%	6,494

	Net earnings (loss) from continuing operations	17,365		(6,431	)	(15,375	)	(29,392	)	(33,833	)	(27,218	)	(30,436	)	(30,520	)	(35,932	)	(124,106	)	(266.8	%)	(90,273	)

	Earnings from discontinued operations, net of tax	-		-		-		-		-		-		-		836		4,568		5,404		n/a		5,404

	Net earnings (loss)	17,365		(6,431	)	(15,375	)	(29,392	)	(33,833	)	(27,218	)	(30,436	)	(29,684	)	(31,364	)	(118,702	)	(250.8	%)	(84,869	)

	Diluted earnings (loss) per share	0.25		(0.09	)	(0.23	)	(0.43	)	(0.50	)	(0.40	)	(0.45	)	(0.46	)	(0.48	)	(1.79	)	(260.7	%)	(1.29	)

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

	Basic shares	68,328		68,042		68,190		68,283		68,211		68,403		67,096		64,784		65,126		66,352
	Diluted shares	69,605		69,333		69,938		69,354		69,560		69,195		67,568		65,356		66,268		67,097


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)

	06/30/21		09/30/21		12/31/21		03/31/22		FY2022		06/30/22		09/30/22		12/31/22		03/31/23		FY2023

Expenses, continuing operations:
Cost of revenue	34,315		35,079		38,557		39,476		147,427		41,021		42,304		43,287		43,472		170,084
Research and development	34,776		35,788		41,870		45,501		157,935		47,661		46,139		43,175		52,220		189,195
Sales and marketing	41,979		39,509		46,324		54,951		182,763		51,280		45,949		47,702		57,506		202,437
General and administrative	24,291		23,078		27,639		29,583		104,591		27,144		28,718		36,657		32,832		125,351
Gains, losses and other items, net	1,278		18		-		183		1,479		739		13,111		11,743		9,723		35,316

Gross profit, continuing operations:	84,723		92,211		102,047		102,249		381,230		101,222		104,795		115,328		105,154		426,499
% Gross margin	71.2	%	72.4	%	72.6	%	72.1	%	72.1	%	71.2	%	71.2	%	72.7	%	70.8	%	71.5	%

Excluded items:
Purchased intangible asset amortization (cost of revenue)	4,645		4,612		4,647		4,807		18,711		4,643		4,637		4,209		3,336		16,825
Non-cash stock compensation (cost of revenue)	790		948		1,168		1,205		4,111		1,163		1,293		1,208		2,653		6,317
Non-cash stock compensation (research and development)	5,348		7,184		9,264		10,316		32,112		11,656		12,360		10,654		20,737		55,407
Non-cash stock compensation (sales and marketing)	6,793		6,749		7,329		7,715		28,586		5,884		6,116		5,871		11,558		29,429
Non-cash stock compensation (general and administrative)	5,565		4,340		5,997		6,546		22,448		5,522		7,524		11,891		9,710		34,647
Restructuring and merger charges (gains, losses, and other)	1,278		18		-		183		1,479		739		13,111		11,743		9,723		35,316
Transformation costs (general and administrative)	-		-		-		-		-		-		1,250		4,112		3,663		9,025
Gain on retained profits interest (other income)	(30,052	)	-		(183	)	-		(30,235	)	-		-		-		-		-
Total excluded items	(5,633	)	23,851		28,222		30,772		77,212		29,607		46,291		49,688		61,380		186,966

Expenses, continued operations excluding items:
Cost of revenue	28,880		29,519		32,742		33,464		124,605		35,215		36,374		37,870		37,483		146,942
Research and development	29,428		28,604		32,606		35,185		125,823		36,005		33,779		32,521		31,483		133,788
Sales and marketing	35,186		32,760		38,995		47,236		154,177		45,396		39,833		41,831		45,948		173,008
General and administrative	18,726		18,738		21,642		23,037		82,143		21,622		19,944		20,654		19,459		81,679
Gains, losses and other items, net	-		-		-		-		-		-		-		-		-		-

Gross profit, continued operations excluding items:	90,158		97,771		107,862		108,261		404,052		107,028		110,725		120,745		111,143		449,641
% Gross margin	75.7	%	76.8	%	76.7	%	76.4	%	76.4	%	75.2	%	75.3	%	76.1	%	74.8	%	75.4	%

(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 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 EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)



	06/30/21		09/30/21		12/31/21		03/31/22		FY2022		06/30/22		09/30/22		12/31/22		03/31/23		FY 2023

Income (loss) from continuing operations before income taxes	13,000		(6,032	)	(14,027	)	(28,016	)	(35,075	)	(24,903	)	(26,874	)	(24,685	)	(42,392	)	(118,854	)
Income taxes (benefit)	(4,365	)	399		1,348		1,376		(1,242	)	2,315		3,562		5,835		(6,460	)	5,252
Net earnings (loss) from continuing operations	17,365		(6,431	)	(15,375	)	(29,392	)	(33,833	)	(27,218	)	(30,436	)	(30,520	)	(35,932	)	(124,106	)

Earnings from discontinued operations, net of tax	-		-		-		-		-		-		-		836		4,568		5,404

Net earnings (loss)	17,365		(6,431	)	(15,375	)	(29,392	)	(33,833	)	(27,218	)	(30,436	)	(29,684	)	(31,364	)	(118,702	)

Earnings (loss) per share:
Basic	0.25		(0.09	)	(0.23	)	(0.43	)	(0.50	)	(0.40	)	(0.45	)	(0.46	)	(0.48	)	(1.79	)
Diluted	0.25		(0.09	)	(0.23	)	(0.43	)	(0.50	)	(0.40	)	(0.45	)	(0.46	)	(0.48	)	(1.79	)

Excluded items:
Purchased intangible asset amortization (cost of revenue)	4,645		4,612		4,647		4,807		18,711		4,643		4,637		4,209		3,336		16,825
Non-cash stock compensation (cost of revenue and operating expenses)	18,496		19,221		23,758		25,782		87,257		24,225		27,293		29,624		44,658		125,800
Restructuring and merger charges (gains, losses, and other)	1,278		18		-		183		1,479		739		13,111		11,743		9,723		35,316
Transformation costs (general and administrative)	-		-		-		-		-		-		1,250		4,112		3,663		9,025
Gain on retained profits interest (other income)	(30,052	)	-		(183	)	-		(30,235	)	-		-		-		-		-
Total excluded items from continuing operations	(5,633	)	23,851		28,222		30,772		77,212		29,607		46,291		49,688		61,380		186,966

Income from continuing operations before income taxes and excluding items	7,367		17,819		14,195		2,756		42,137		4,704		19,417		25,003		18,988		68,112
Income taxes expense (benefit)	865		(12	)	4,271		3,391		8,515		1,237		4,557		6,468		(2,141	)	10,121
Non-GAAP net earnings (loss) from continuing operations	6,502		17,831		9,924		(635	)	33,622		3,467		14,860		18,535		21,129		57,991

Non-GAAP earnings (loss) per share from continuing operations:
Basic	0.10		0.26		0.15		(0.01	)	0.49		0.05		0.22		0.29		0.32		0.87
Diluted	0.09		0.26		0.14		(0.01	)	0.48		0.05		0.22		0.28		0.32		0.86

Basic weighted average shares	68,328		68,042		68,190		68,283		68,211		68,403		67,096		64,784		65,126		66,352
Diluted weighted average shares	69,605		69,333		69,938		68,283		69,560		69,195		67,568		65,356		66,268		67,097


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
	June 30, 2023			March 31, 2024

				Low		High
GAAP income (loss) from operations		(8,000	)		3,000		6,000

Excluded items:
Purchased intangible asset amortization		3,000			7,000		7,000
Non-cash stock compensation		18,000			78,000		78,000
Transformation costs		2,000			2,000		2,000
Total excluded items		23,000			87,000		87,000

Non-GAAP income from operations	$	15,000		$	90,000	$	93,000

(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

Q4 FISCAL 2023 FINANCIAL RESULTS

EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS

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

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

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

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

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

Transformation costs: In previous years, we incurred significant expenses to separate the financial statements of our operating segments, with particular focus on segment-level balance sheets, and to evaluate portfolio priorities. Our criteria for excluding transformation expenses from our non-GAAP measures is as follows: 1) projects are discrete in nature; 2) excluded expenses consist only of third-party consulting fees that we would not incur otherwise; and 3) we do not exclude employee related expenses or other costs associated with the ongoing operations of our business. We substantially completed those projects during the third quarter of fiscal year 2018. Beginning in the fourth quarter of fiscal 2018, and through most of fiscal 2019, we incurred transaction support expenses and system separation costs related to the Company's announced evaluation of strategic options for its Marketing Solutions (AMS) business. In the first and second quarters of fiscal 2021 in response to the potential COVID-19 pandemic impact on our business and again during fiscal 2023 in response to macroeconomic conditions, we incurred significant costs associated with the assessment of strategic and operating plans, including our long-term location strategy, and assistance in implementing the restructuring activities as a result of this assessment. Our criteria for excluding these costs are the same. We believe excluding these items from our non-GAAP financial measures is useful for investors and provides meaningful supplemental information.

Our non-GAAP financial schedules are:

Non-GAAP EPS, Non-GAAP Income from Operations, and Non-GAAP expenses: Our Non-GAAP earnings per share, Non-GAAP income from operations, and Non-GAAP expenses reflect adjustments as described above, as well as the related tax effects where applicable.

Adjusted EBITDA: Adjusted EBITDA is defined as net income from continuing operations before income taxes, other expenses, depreciation and amortization, and including adjustments as described above. We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments and to compare our results to those of our competitors. We believe that the inclusion of Adjusted EBITDA provides useful supplementary information to and facilitates analysis by investors in evaluating the Company's performance and trends. The presentation of Adjusted EBITDA is not meant to be considered in isolation or as an alternative to net earnings as an indicator of our performance.

Free Cash Flow to Equity: To supplement our statement of cash flows, we use a non-GAAP measure of cash flow to analyze cash flows generated from operations. Free cash flow to equity is defined as operating cash flow less cash used by investing activities (excluding the impact of cash paid in acquisitions), less required payments of debt, and excluding the impact of discontinued operations. Management believes that this measure of cash flow is meaningful since it represents the amount of money available from continuing operations for the Company's discretionary spending after funding all required obligations including scheduled debt payments. The presentation of non-GAAP free cash flow to equity is not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

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LiveRamp Announces Fourth Quarter and Fiscal Year Results