LiveRamp Announces Fourth Quarter and Fiscal Year Results

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LiveRamp
(NYSE: RAMP), the identity platform powering exceptional experiences,
today announced its financial results for the fourth quarter and fiscal
year ended March 31, 2019.

This press release features multimedia. View the full release here:
https://www.businesswire.com/news/home/20190528005741/en/

Fourth Quarter Financial Highlights

Total revenue was $78 million, up 30% compared to the prior year
period. Excluding the impact of Facebook, total revenue increased 40%.
Subscription revenue was $66 million, up 40% and contributed 84% of
total revenue.
Marketplace & Other revenue of $13 million declined 4% on a reported
basis. Excluding the impact of Facebook, Marketplace & Other revenue
increased 43%.
GAAP loss per share from continuing operations was $0.73, and non-GAAP
loss per share from continuing operations was $0.13.
Cash flow from operating activities improved to $38 million, compared
to net cash used in operating activities of $9 million during the
fourth quarter of fiscal 2018. Fourth quarter cash flow included a tax
benefit of approximately $60 million.
During the quarter, LiveRamp repurchased 175 thousand shares for $10
million under its $1 billion stock repurchase program. Since inception
of the share repurchase program in 2011, the Company has repurchased
22.6 million shares for $449 million, leaving remaining capacity of
$551 million.

Fiscal Year Financial Highlights

Total revenue was $286 million, up 30% compared to the prior year
period. Excluding the impact of Facebook, revenue increased 41%.
Subscription revenue was $237 million, up 38% and contributed 83% of
total revenue.
Marketplace & Other revenue of $49 million grew 2%. Excluding the
impact of Facebook, Marketplace & Other revenue increased 60%.
GAAP loss per share from continuing operations was $1.79, and non-GAAP
loss per share from continuing operations was $0.29.
Cash flows used in operating activities was $2 million compared to $14
million during fiscal 2018.
Cash and cash equivalents totaled $1.1 billion with no debt at fiscal
year end.

“The fourth quarter represented a strong finish to an incredible year,”
said LiveRamp CEO Scott Howe. “I’m extremely proud of the team’s
performance and our momentum entering FY20. LiveRamp has solidified its
position as the leading provider of people-based identity and data
connectivity for the open ecosystem. In the coming year, we plan to
double down on key growth areas like Advanced TV, enterprise data
networks and global expansion.”

“Each of our growth initiatives continues to build momentum,” said
LiveRamp CFO Warren Jenson. “As enterprises look for new ways to better
leverage data to power the customer experience, they are increasingly
turning to LiveRamp as the trusted and open choice.”

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 2019		Full Year Fiscal 2019
	Results		Results

	GAAP	Non-GAAP	GAAP	Non-GAAP
Subscription revenue	$66	—	$237	—
YoY change %	40%		38%
Marketplace & other revenue	$13	—	$49	—
YoY change %	(4%)		2%
Total revenue	$78	—	$286	—
YoY change %	30%		30%

Gross profit	$41	$47	$165	$188
% Gross margin	52%	60%	58%	66%
YoY change pts	(9 pts)	(12 pts)	2 pts	(2 pts)

Operating loss	($82)	($22)	($198)	($54)
% Operating margin	(105%)	(29%)	(69%)	(19%)
YoY change pts	(59 pts)	(17 pts)	(9 pts)	(2 pts)

Net loss¹	($50)	($9)	($134)	($22)

Earnings (loss) per share¹	($0.73)	($0.13)	($1.79)	($0.29)
YoY change %	nm	nm	nm	nm
Net operating cash flow	$38	—	($2)	—
YoY change %	nm	—	nm	—
Free cash flow to equity	—	$35	—	($14)
YoY change %	—	nm	—	nm

¹	From continuing operations, does not include AMS results.
	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 Metrics & Highlights

LiveRamp added 25 new direct subscription customers during the
quarter, bringing its total direct customer count to 665, an increase
of 21% year-over-year. We now serve 20% of the Fortune 500 compared to
16% in the prior year period.
LiveRamp has 46 clients whose subscription contracts exceed $1 million
in annual revenue, up from 34 in the prior year period.
Dollar-based net retention was approximately 114% in the quarter.
LiveRamp announced the availability of IdentityLink for Real-Time
Bidding (RTB) – providing demand-side platforms free perpetual access
to its scaled, people-based identifier. This offering compliments the
free access to IdentityLink
that supply-side platforms get through the Advertising
ID Consortium.
In April 2019, LiveRamp acquired consent management platform Faktor to
enable streamlined consent management across the open web. LiveRamp
remains committed to helping its clients manage consent and maintain
transparency in order to comply with the California Consumer Privacy
Act (CCPA).

Financial Outlook

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

For fiscal 2020, LiveRamp expects to report:

Revenue of $358 million to $372 million, an increase of between 25%
and 30% year-over-year.
GAAP operating loss from continuing operations of between $165.5
million and $145.5 million.
Non-GAAP operating loss of between $70 million to $50 million.

The Company’s GAAP and non-GAAP operating loss guidance includes up to
$15 million of transition-related spend associated with establishing
standalone operations at LiveRamp following the AMS sale.
Transition-related spending is expected to be complete by the end of the
second fiscal quarter.

LiveRamp continues to expect full year non-GAAP operating profitability
in fiscal 2021.

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 provides the identity platform leveraged by brands and their
partners to deliver innovative products and exceptional experiences.
LiveRamp IdentityLink connects people, data, and devices across the
digital and physical world, powering the people-based marketing
revolution and allowing consumers to safely connect with the brands and
products they love. 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 relate to the Company’s dependence upon
customer renewals, new customer additions and upsell within our
subscription business, the reliance upon partners including data
suppliers, competition, attracting and retaining talent. Additional
risks relate to maintaining our culture, our ability to innovate and
evolve within rapidly changing industry including digital advertising,
while also avoiding disruption from acquisition and divestiture
activities. Our international operations are 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, our dependence on the
continued availability of third-party data hosting and transmission
services, our client’s 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 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. Finally, 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 2018
ended March 31, 2018, and LiveRamp’s Quarterly Reports on Form 10-Q
issued in fiscal year 2019.

The financial information set forth in this press release reflects
estimates based on information available at this time. These amounts
could differ from actual reported amounts stated in LiveRamp’s Annual
Report on Form 10-K for our fiscal year ended March 31, 2019, which
LiveRamp expects to file on May 28, 2019.

LiveRamp assumes no obligation to, 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^Ⓡ, IdentityLink^TM, Abilitec^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 SUBDISIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)


	For the Three Months Ended
	March 31,
					$		%
	2019		2018		Variance		Variance

Revenues	78,316		60,210		18,106		30.1	%

Cost of revenue	37,760		23,800		13,960		58.7	%
Gross profit	40,556		36,410		4,146		11.4	%
% Gross margin	51.8	%	60.5	%

Operating expenses:
Research and development	31,318		15,963		15,355		96.2	%
Sales and marketing	49,223		30,735		18,488		60.2	%
General and administrative	27,749		16,914		10,835		64.1	%
Gains, losses and other items, net	14,400		681		13,719		2014.5	%
Total operating expenses	122,690		64,293		58,397		90.8	%

Loss from operations	(82,134	)	(27,883	)	(54,251	)	(194.6	%)
% Margin	-104.9	%	-46.3	%

Total other income	8,311		387		7,924		2047.5	%

Loss from continuing operations before income taxes	(73,823	)	(27,496	)	(46,327	)	(168.5	%)

Income taxes (benefit)	(24,135	)	(8,486	)	(15,649	)	(184.4	%)

Net loss from continuing operations	(49,688	)	(19,010	)	(30,678	)	(161.4	%)

Earnings from discontinued operations, net of tax	4,227		24,185		(19,958	)	(82.5	%)

Net earnings (loss)	(45,461	)	5,175		(50,636	)	(978.5	%)

Basic earnings (loss) per share:
Continuing operations	(0.73	)	(0.24	)	(0.49	)	(200.9	%)
Discontinued operations	0.06		0.31		(0.25	)	(79.9	%)
Net earnings (loss)	(0.67	)	0.07		(0.73	)	(1111.1	%)

Diluted earnings (loss) per share:
Continuing operations	(0.73	)	(0.24	)	(0.49	)	(200.9	%)
Discontinued operations	0.06		0.31		(0.25	)	(79.9	%)
Net earnings (loss)	(0.67	)	0.07		(0.73	)	(1111.1	%)

Basic weighted average shares	68,299		78,614
Diluted weighted average shares	68,299		78,614


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


	For the Twelve Months Ended
	March 31,
					$		%
	2019		2018		Variance		Variance

Revenues	285,620		220,101		65,519		29.8	%

Cost of revenue	120,718		96,396		24,322		25.2	%
Gross profit	164,902		123,705		41,197		33.3	%
% Gross margin	57.7	%	56.2	%

Operating expenses:
Research and development	85,697		60,713		24,984		41.2	%
Sales and marketing	158,540		108,639		49,901		45.9	%
General and administrative	98,878		85,154		13,724		16.1	%
Gains, losses and other items, net	19,933		2,723		17,210		632.0	%
Total operating expenses	363,048		257,229		105,819		41.1	%

Loss from operations	(198,146	)	(133,524	)	(64,622	)	(48.4	%)
% Margin	-69.4	%	-60.7	%

Total other income	18,790		502		18,288		3643.0	%

Loss from continuing operations before income taxes	(179,356	)	(133,022	)	(46,334	)	(34.8	%)

Income taxes (benefit)	(45,409	)	(65,723	)	20,314		30.9	%

Net loss from continuing operations	(133,947	)	(67,299	)	(66,648	)	(99.0	%)

Earnings from discontinued operations, net of tax	1,162,494		90,779		1,071,715		1180.6	%

Net earnings	1,028,547		23,480		1,005,067		4280.5	%

Basic earnings (loss) per share:
Continuing operations	(1.79	)	(0.85	)	(0.93	)	(109.3	%)
Discontinued operations	15.50		1.15		14.35		1246.7	%
Net earnings	13.71		0.30		13.41		4506.6	%

Diluted earnings (loss) per share:
Continuing operations	(1.79	)	(0.85	)	(0.93	)	(109.3	%)
Discontinued operations	15.50		1.15		14.35		1246.7	%
Net earnings	13.71		0.30		13.41		4506.6	%

Basic weighted average shares	75,020		78,891
Diluted weighted average shares	75,020		78,891


LIVERAMP HOLDINGS, INC. AND SUBDISIARIES
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,
	2019		2018		2019		2018


Loss from continuing operations before income taxes	(73,823	)	(27,496	)	(179,356	)	(133,022	)
Income taxes (benefit)	(24,135	)	(8,486	)	(45,409	)	(65,723	)
Net earnings (loss) from continuing operations	(49,688	)	(19,010	)	(133,947	)	(67,299	)
Earnings from discontinued operations, net of tax	4,227		24,185		1,162,494		90,779
Net earnings (loss)	(45,461	)	5,175		1,028,547		23,480

Earnings per share:
Basic	(0.67	)	0.07		13.71		0.30
Diluted	(0.67	)	0.07		13.71		0.30

Excluded items:
Purchased intangible asset amortization (cost of revenue)	2,981		5,956		15,858		23,895
Non-cash stock compensation (cost of revenue and operating expenses)	41,175		14,023		102,722		52,867
Accelerated depreciation (cost of revenue and operating expenses)	1,853		–		3,812		–
Restructuring and merger charges (gains, losses, and other)	14,400		681		19,933		2,723
Separation and transformation costs (general and administrative)	(705	)	–		2,117		17,786
Total excluded items, continuing operations	59,704		20,660		144,442		97,271

Loss from continuing operations before income taxes and excluding items	(14,119	)	(6,836	)	(34,914	)	(35,751	)
Income taxes (benefit) (2)	(5,155	)	(2,352	)	(12,964	)	(12,586	)
Non-GAAP net loss from continuing operations	(8,964	)	(4,484	)	(21,950	)	(23,165	)

Non-GAAP loss per share from continuing operations:

Basic	(0.13	)	(0.06	)	(0.29	)	(0.29	)
Diluted	(0.13	)	(0.06	)	(0.29	)	(0.29	)

Basic weighted average shares	68,299		78,614		75,020		78,891
Diluted weighted average shares	68,299		78,614		75,020		78,891

(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 using an effective non-GAAP tax rate of
36.5% and 34.4% in the fourth quarter of fiscal 2019 and 2018,
respectively, and 37.1% and 35.2% for the twelve months ended March 31,
2019 and 2018, respectively. The difference between our GAAP and
non-GAAP tax rates were primarily due to the net tax effects of the
excluded items.


LIVERAMP HOLDINGS, INC. AND SUBDISIARIES
RECONCILIATION OF GAAP TO NON-GAAP LOSS FROM OPERATIONS (1)
(Unaudited)
(Dollars in thousands)

	For the Three Months Ended				For the Twelve Months Ended
	March 31,				March 31,
	2019		2018		2019		2018


Loss from continuing operations	(82,134	)	(27,883	)	(198,146	)	(133,524	)

Excluded items:
Purchased intangible asset amortization (cost of revenue)	2,981		5,956		15,858		23,895
Non-cash stock compensation (cost of revenue and operating expenses)	41,175		14,023		102,722		52,867
Accelerated depreciation (cost of revenue and operating expenses)	1,853		–		3,812		–
Restructuring and merger charges (gains, losses, and other)	14,400		681		19,933		2,723
Separation and transformation costs (general and administrative)	(705	)	–		2,117		17,786
Total excluded items	59,704		20,660		144,442		97,271

Loss from continuing operations before excluded items	(22,430	)	(7,223	)	(53,704	)	(36,253	)


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

	For the Three Months Ended				For the Twelve Months Ended
	March 31,				March 31,
	2019		2018		2019		2018


Net loss from continuing operations	(49,688	)	(19,010	)	(133,947	)	(67,299	)

Income taxes (benefit)	(24,135	)	(8,486	)	(45,409	)	(65,723	)

Other income	(8,311	)	(387	)	(18,790	)	(502	)

Loss from operations	(82,134	)	(27,883	)	(198,146	)	(133,524	)

Depreciation and amortization	8,508		9,392		33,782		37,647

EBITDA	(73,626	)	(18,491	)	(164,364	)	(95,877	)

Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses)	41,175		14,023		102,722		52,867
Restructuring and merger charges (gains, losses, and other)	14,400		681		19,933		2,723
Separation and transformation costs (general and administrative)	(705	)	–		2,117		17,786

Other adjustments	54,870		14,704		124,772		73,376

Adjusted EBITDA	(18,756	)	(3,787	)	(39,592	)	(22,501	)

(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 SUBDISIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

	March 31,		March 31,		$		%
	2019		2018		Variance		Variance

Assets
Current assets:
Cash and cash equivalents	1,061,473		140,018		921,455		658.1	%
Trade accounts receivable, net	78,563		52,047		26,516		50.9	%
Refundable income taxes	7,890		9,977		(2,087	)	(20.9	%)
Other current assets	44,150		20,173		23,977		118.9	%
Assets held for sale	–		138,374		(138,374	)	(100.0	%)

Total current assets	1,192,076		360,589		831,487		230.6	%

Property and equipment	64,852		62,353		2,499		4.0	%
Less – accumulated depreciation and amortization	38,809		30,013		8,796		29.3	%
Property and equipment, net	26,043		32,340		(6,297	)	(19.5	%)

Software, net of accumulated amortization	6,861		13,970		(7,109	)	(50.9	%)
Goodwill	204,656		203,639		1,017		0.5	%
Deferred income taxes	35		10,703		(10,668	)	(99.7	%)
Deferred commissions, net	10,741		–		10,741		–
Other assets, net	32,499		37,854		(5,355	)	(14.1	%)
Assets held for sale	–		550,402		(550,402	)	(100.0	%)
	1,472,911		1,209,497		263,414		21.8	%

Liabilities and Stockholders’ Equity
Current liabilities:
Current installments of long-term debt	–		1,583		(1,583	)	(100.0	%)
Trade accounts payable	31,203		18,759		12,444		66.3	%
Accrued payroll and related expenses	18,715		13,774		4,941		35.9	%
Other accrued expenses	40,916		39,624		1,292		3.3	%
Deferred revenue	4,284		4,506		(222	)	(4.9	%)
Liabilities held for sale	–		100,353		(100,353	)	(100.0	%)
Total current liabilities	95,118		178,599		(83,481	)	(46.7	%)

Long-term debt	–		227,837		(227,837	)	(100.0	%)
Deferred income taxes	39		40,243		(40,204	)	(99.9	%)
Other liabilities	46,922		10,016		36,906		368.5	%
Other liabilities held for sale	–		3,707		–		(100.0	%)

Stockholders’ equity:
Common stock	14,187		13,609		578		4.2	%
Additional paid-in capital	1,406,813		1,235,679		171,134		13.8	%
Retained earnings	1,669,605		628,331		1,041,274		165.7	%
Accumulated other comprehensive income	7,801		10,767		(2,966	)	(27.5	%)
Treasury stock, at cost	(1,767,574	)	(1,139,291	)	(628,283	)	(55.1	%)
Total stockholders’ equity	1,330,832		749,095		581,737		77.7	%
	1,472,911		1,209,497		263,414		21.8	%


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

	For the Three Months Ended
	March 31,
	2019		2018

Cash flows from operating activities:
Net earnings (loss)	(45,461	)	5,175
Earnings from discontinued operations, net of tax	(4,227	)	(24,185	)
Non-cash operating activities:
Depreciation and amortization	8,508		9,392
Loss on disposal or impairment of assets	115		588
Provision for doubtful accounts	1,810		892
Deferred income taxes	(18,639	)	3,591
Non-cash stock compensation expense	41,175		14,023
Changes in operating assets and liabilities:
Accounts receivable	(9,400	)	(3,885	)
Deferred commissions	(1,263	)	–
Other assets	1,781		(1,070	)
Accounts payable and other liabilities	6,804		(6,093	)
Income taxes	55,134		(7,042	)
Deferred revenue	2,017		(721	)
Net cash provided by (used in) operating activities	38,354		(9,335	)
Cash flows from investing activities:
Capitalized software	–		(1,546	)
Capital expenditures	(3,347	)	(4,126	)
Net cash paid in acquisitions	–		(4,478	)
Net cash used in investing activities	(3,347	)	(10,150	)
Cash flows from financing activities:
Payments of debt	–		(588	)
Proceeds related to the issuance of common stock under stock and employee benefit plans	3,064		4,418
Shares repurchased for tax withholdings upon vesting of stock-based awards	(13,614	)	(860	)
Acquisition of treasury stock	(10,314	)	(49,443	)
Net cash used in financing activities	(20,864	)	(46,473	)
Cash flows from discontinued operations:
From operating activities	(499,505	)	44,276
From investing activities	–		(15,268	)
Effect of exchange rate changes on cash	–		31
Net cash provided by (used in) discontinued operations	(499,505	)	29,039
Effect of exchange rate changes on cash	61		570

Net change in cash and cash equivalents	(485,301	)	(36,349	)
Cash and cash equivalents at beginning of period	1,546,774		176,367
Cash and cash equivalents at end of period	1,061,473		140,018

Supplemental cash flow information:
Cash paid during the period for:
Income taxes	(438,875	)	(84	)


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

	For the Twelve Months Ended
	March 31,
	2019		2018

Cash flows from operating activities:
Net earnings	1,028,547		23,480
Earnings from discontinued operations	(1,162,494	)	(90,779	)
Non-cash operating activities:
Depreciation and amortization	33,782		37,647
Loss on disposal or impairment of assets	3,460		2,891
Provision for doubtful accounts	3,069		1,214
Accelerated deferred debt costs	–		720
Deferred income taxes	9,894		(27,798	)
Non-cash stock compensation expense	102,722		52,867
Changes in operating assets and liabilities:
Accounts receivable	(44,411	)	(13,703	)
Deferred commissions	(4,298	)	–
Other assets	(3,106	)	562
Accounts payable and other liabilities	25,308		(3,219	)
Income taxes	5,087		2,310
Deferred revenue	462		(282	)
Net cash used in operating activities	(1,978	)	(14,090	)
Cash flows from investing activities:
Capitalized software	(1,322	)	(3,266	)
Capital expenditures	(7,320	)	(9,375	)
Net cash received in disposition	–		4,000
Net cash paid in acquisition	–		(4,478	)
Payments for investments	(2,500	)	(1,000	)
Net cash used in investing activities	(11,142	)	(14,119	)
Cash flows from financing activities:
Proceeds from debt	–		230,000
Payments of debt	(233,293	)	(227,320	)
Fees from debt refinancing	(300	)	(4,001	)
Proceeds related to the issuance of common stock under stock and employee benefit plans	20,419		19,727
Shares repurchased for tax withholdings upon vesting of stock-based awards	(50,520	)	(11,062	)
Acquisition of treasury stock	(74,421	)	(88,884	)
Acquisition of treasury stock from tender offer	(503,393	)	–
Net cash used in financing activities	(841,508	)	(81,540	)
Cash flows from discontinued operations:
From operating activities	(458,525	)	125,645
From investing activities	2,236,530		(46,202	)
From investing activities – proceeds from sale of AMS	–		–
Effect of exchange rate changes on cash	(172	)	206
Net cash provided by discontinued operations	1,777,833		79,649
Effect of exchange rate changes on cash	(1,750	)	1,438

Net change in cash and cash equivalents	921,455		(28,662	)
Cash and cash equivalents at beginning of period	140,018		168,680
Cash and cash equivalents at end of period	1,061,473		140,018

Supplemental cash flow information:
Cash paid during the period for:
Income taxes	(439,542	)	(1,236	)

Non-cash investing and financing activities:
Leasehold improvements paid directly by lessor	–		505


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


	06/30/17		09/30/17		12/31/17		03/31/18		FY2018		06/30/18		09/30/18		12/31/18		03/31/19		FY2019

Net Cash Provided by (Used in) Operating Activities-Continuing Operations	(10,822	)	(8,029	)	14,096		(9,335	)	(14,090	)	(2,280	)	(27,130	)	(10,922	)	38,354		(1,978	)

Less (plus):
Capitalized software	(575	)	(638	)	(507	)	(1,546	)	(3,266	)	(899	)	(423	)	–		–		(1,322	)
Capital expenditures	(2,357	)	(330	)	(2,562	)	(4,126	)	(9,375	)	(712	)	(1,323	)	(1,938	)	(3,347	)	(7,320	)
Required debt payments	(572	)	(578	)	(582	)	(588	)	(2,320	)	(592	)	(2,701	)	–		–		(3,293	)
Net cash received in disposition	–		4,000		–		–		4,000		–		–		–		–		–

Free Cash Flow to Equity	(14,326	)	(5,575	)	10,445		(15,595	)	(25,051	)	(4,483	)	(31,577	)	(12,860	)	35,007		(13,913	)

(1) This presentation includes non-GAAP measures. Our non-GAAP measures
are not meant to be considered in isolation or as a substitute for
comparable GAAP measures, and should be read only in conjunction with
our 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 SUBDISIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)

																					Q4 FY19 to Q4 FY18
	06/30/17		09/30/17		12/31/17		03/31/18		FY2018		06/30/18		09/30/18		12/31/18		03/31/19		FY2019		%		$
Revenues	46,757		54,013		59,121		60,210		220,101		62,471		64,812		80,021		78,316		285,620		30.1	%	18,106
Cost of revenue	24,061		24,009		24,526		23,800		96,396		23,654		24,466		34,838		37,760		120,718		58.7	%	13,960
Gross profit	22,696		30,004		34,595		36,410		123,705		38,817		40,346		45,183		40,556		164,902		11.4	%	4,146
% Gross margin	48.5	%	55.5	%	58.5	%	60.5	%	56.2	%	62.1	%	62.3	%	56.5	%	51.8	%	57.7	%

Operating expenses
Research and development	14,840		15,599		14,311		15,963		60,713		16,970		16,940		20,469		31,318		85,697		96.2	%	15,355
Sales and marketing	24,091		25,981		27,832		30,735		108,639		33,323		35,940		40,054		49,223		158,540		60.2	%	18,488
General and administrative	23,587		23,724		20,929		16,914		85,154		18,125		25,176		27,828		27,749		98,878		64.1	%	10,835
Gains, losses and other items, net	(3	)	2,833		(788	)	681		2,723		1		489		5,043		14,400		19,933		2014.5	%	13,719
Total operating expenses	62,515		68,137		62,284		64,293		257,229		68,419		78,545		93,394		122,690		363,048		90.8	%	58,397

Loss from operations	(39,819	)	(38,133	)	(27,689	)	(27,883	)	(133,524	)	(29,602	)	(38,199	)	(48,211	)	(82,134	)	(198,146	)	(194.6	%)	(54,251	)
% Margin	-85.2	%	-70.6	%	-46.8	%	-46.3	%	-60.7	%	-47.4	%	-58.9	%	-60.2	%	-104.9	%	-69.4	%

Total other income (expense)	(580	)	263		432		387		502		356		(281	)	10,404		8,311		18,790		2047.5	%	7,924

Loss from continuing operations before income taxes	(40,399	)	(37,870	)	(27,257	)	(27,496	)	(133,022	)	(29,246	)	(38,480	)	(37,807	)	(73,823	)	(179,356	)	(168.5	%)	(46,327	)
Income taxes (benefit)	(14,184	)	(12,679	)	(30,374	)	(8,486	)	(65,723	)	(1,428	)	2,700		(22,546	)	(24,135	)	(45,409	)	(184.4	%)	(15,649	)
Net earnings (loss) from continuing operations	(26,215	)	(25,191	)	3,117		(19,010	)	(67,299	)	(27,818	)	(41,180	)	(15,261	)	(49,688	)	(133,947	)	(161.4	%)	(30,678	)

Earnings from discontinued operations, net of tax	24,915		21,855		19,824		24,185		90,779		24,803		61,803		1,071,661		4,227		1,162,494		(82.5	%)	(19,958	)

Net earnings (loss)	(1,300	)	(3,336	)	22,941		5,175		23,480		(3,015	)	20,623		1,056,400		(45,461	)	1,028,547		(978.5	%)	(50,636	)

Diluted earnings (loss) per share	(0.02	)	(0.04	)	0.28		0.07		0.30		(0.04	)	0.27		13.65		(0.67	)	13.71		(1111.1	%)	(1	)
Diluted earnings (loss) per share continuing operations	(0.33	)	(0.32	)	0.04		(0.24	)	(0.85	)	(0.36	)	(0.53	)	(0.20	)	(0.73	)	(1.79	)	(200.9	%)	(0	)

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


LIVERAMP HOLDINGS, INC. AND SUBDISIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)



	06/30/17		09/30/17		12/31/17		03/31/18		FY2018		06/30/18		09/30/18		12/31/18		03/31/19		FY2019


Loss from continuing operations before income taxes	(40,399	)	(37,870	)	(27,257	)	(27,496	)	(133,022	)	(29,246	)	(38,480	)	(37,807	)	(73,823	)	(179,356	)
Income taxes (benefit)	(14,184	)	(12,679	)	(30,374	)	(8,486	)	(65,723	)	(1,428	)	2,700		(22,546	)	(24,135	)	(45,409	)
Net earnings (loss) from continuing operations	(26,215	)	(25,191	)	3,117		(19,010	)	(67,299	)	(27,818	)	(41,180	)	(15,261	)	(49,688	)	(133,947	)

Earnings from discontinued operations, net of tax	24,915		21,855		19,824		24,185		90,779		24,803		61,803		1,071,661		4,227		1,162,494

Net earnings (loss)	(1,300	)	(3,336	)	22,941		5,175		23,480		(3,015	)	20,623		1,056,400		(45,461	)	1,028,547

Earnings (loss) per share:
Basic	(0.02	)	(0.04	)	0.29		0.07		0.30		(0.04	)	0.27		13.65		(0.67	)	13.71
Diluted	(0.02	)	(0.04	)	0.28		0.07		0.30		(0.04	)	0.27		13.09		(0.67	)	13.71

Excluded items:
Purchased intangible asset amortization (cost of revenue)	5,959		6,015		5,965		5,956		23,895		5,970		3,548		3,359		2,981		15,858
Non-cash stock compensation (cost of revenue and operating expenses)	12,400		13,154		13,290		14,023		52,867		17,798		17,667		26,082		41,175		102,722
Accelerated depreciation (cost of revenue and operating expenses)	–		–		–		–		–		–		–		1,959		1,853		3,812
Restructuring and merger charges (gains, losses, and other)	(3	)	2,833		(788	)	681		2,723		1		489		5,043		14,400		19,933
Separation and transformation costs (general and administrative)	7,119		5,453		5,214		–		17,786		–		2,122		700		(705	)	2,117
Total excluded items, continuing operations	25,475		27,455		23,681		20,660		97,271		23,769		23,826		37,143		59,704		144,442

Loss from continuing operations before income taxes and excluding items	(14,924	)	(10,415	)	(3,576	)	(6,836	)	(35,751	)	(5,477	)	(14,654	)	(664	)	(14,119	)	(34,914	)
Income taxes (benefit)	(4,556	)	(3,164	)	(2,514	)	(2,352	)	(12,586	)	(1,078	)	(3,790	)	(2,941	)	(5,155	)	(12,964	)
Non-GAAP net earnings (loss) from continuing operations	(10,368	)	(7,251	)	(1,062	)	(4,484	)	(23,165	)	(4,399	)	(10,864	)	2,277		(8,964	)	(21,950	)

Non-GAAP earnings (loss) per share from continuing operations:
Basic	(0.13	)	(0.09	)	(0.01	)	(0.06	)	(0.29	)	(0.06	)	(0.14	)	0.03		(0.13	)	(0.29	)
Diluted	(0.13	)	(0.09	)	(0.01	)	(0.06	)	(0.29	)	(0.06	)	(0.14	)	0.03		(0.13	)	(0.29	)

Basic weighted average shares	78,672		79,235		79,043		78,614		78,891		76,935		77,448		77,398		68,299		75,020
Diluted weighted average shares	78,672		79,235		79,043		78,614		78,891		76,935		77,448		80,674		68,299		75,020

Some totals may not add due to rounding


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


	06/30/17		09/30/17	12/31/17		03/31/18	FY2018	06/30/18	09/30/18	12/31/18	03/31/19		FY2019

Expenses, continuing operations:
Cost of revenue	24,061		24,009	24,526		23,800	96,396	23,654	24,466	34,838	37,760		120,718
Research and development	14,840		15,599	14,311		15,963	60,713	16,970	16,940	20,469	31,318		85,697
Sales and marketing	24,091		25,981	27,832		30,735	108,639	33,323	35,940	40,054	49,223		158,540
General and administrative	23,587		23,724	20,929		16,914	85,154	18,125	25,176	27,828	27,749		98,878
Gains, losses and other items, net	(3	)	2,833	(788	)	681	2,723	1	489	5,043	14,400		19,933

Excluded items:
Purchased intangible asset amortization (cost of revenue)	5,959		6,015	5,965		5,956	23,895	5,970	3,548	3,359	2,981		15,858
Non-cash stock compensation (cost of revenue)	637		654	673		687	2,651	712	782	1,052	2,163		4,709
Non-cash stock compensation (research and development)	3,693		3,636	3,177		5,138	15,644	4,341	3,745	5,945	14,193		28,224
Non-cash stock compensation (sales and marketing)	5,454		5,730	6,251		5,946	23,381	9,920	9,854	9,460	14,736		43,970
Non-cash stock compensation (general and administrative)	2,616		3,134	3,190		2,252	11,192	2,824	3,286	9,625	10,083		25,818
Accelerated depreciation (cost of revenue)	–		–	–		–	–	–	–	1,527	1,445		2,972
Accelerated depreciation (general and administrative)	–		–	–		–	–	–	–	432	408		840
Restructuring and merger charges (gains, losses, and other)	(3	)	2,833	(788	)	681	2,723	1	489	5,043	14,400		19,933
Separation and transformation costs (general and administrative)	7,119		5,453	5,214		–	17,786	–	2,122	700	(705	)	2,117
Total excluded items	25,475		27,455	23,682		20,660	97,272	23,769	23,826	37,143	59,704		144,442

Expenses, continued operations excluding items:
Cost of revenue	17,465		17,340	17,888		17,157	69,850	16,972	20,136	28,900	31,171		97,179
Research and development	11,147		11,963	11,134		10,825	45,069	12,629	13,195	14,524	17,125		57,473
Sales and marketing	18,637		20,251	21,581		24,789	85,258	23,403	26,086	30,594	34,487		114,570
General and administrative	13,852		15,137	12,525		14,662	56,176	15,301	19,768	17,071	17,963		70,103
Gains, losses and other items, net	–		–	–		–	–	–	–	–	–		–

(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 SUBDISIARIES
RECONCILIATION OF GAAP TO NON-GAAP OPERATING LOSS GUIDANCE (1)
(Unaudited)
(Dollars in thousands)

	For the year ending
	March 31, 2020

	Low Range			High Range

Revenues	$	358,000		$	372,000

GAAP loss from operations		(165,500	)		(145,500	)

Excluded items:
Purchased intangible asset amortization		12,000			12,000
Accelerated depreciation		4,000			4,000
Non-cash stock compensation		77,000			77,000
Gains, losses and other items, net		2,500			2,500
Total excluded items		95,500			95,500

Non-GAAP loss from operations	$	(70,000	)	$	(50,000	)

(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 SUBDISIARIES
Q4 FISCAL 2019 FINANCIAL
RESULTS
EXPLANATION OF NON-GAAP MEASURES

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 per share,
income 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.

Separation and transformation costs: In
previous years, we incurred significant expenses in connection with the
separation of our IT Infrastructure Management (“ITO”) business and the
subsequent transformation of our remaining operating segments. This work
enabled us to transform our external reporting and provide investors
with enhanced transparency and more granular segment-level disclosures
in addition to facilitating the ITO disposition. In the prior year, we
also incurred expenses to further separate the financial statements of
our three operating segments, with particular focus on segment-level
balance sheets, and to evaluate portfolio priorities. Our criteria for
excluding separation and 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, 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. Our criteria for excluding these
transaction and system separation related costs are the same. We believe
excluding these items from our non-GAAP financial measures is useful for
investors and provides meaningful supplemental information.

Accelerated depreciation: In the current
year we are excluding depreciation costs associated with the reduced
useful life of certain IT equipment in connection with the Company’s
migration to a cloud-based data center solution. This migration is part
of our AMS separation strategy. These costs are excluded from our
non-GAAP results because of the short-term nature of the incremental
expenses and such amounts are not used by us to assess the core
profitability of our business operations.

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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