Total Revenue up 13% year over year and Subscription Revenue up 14%

$16 million in Operating Cash Flow

$150 million of Stock Repurchased Fiscal Year to Date

Share Repurchase Authorization Extended and Expanded

LiveRamp^® (NYSE:RAMP), the leading data collaboration platform, today announced its financial results for the quarter ended December 31, 2022.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230207005323/en/

Q3 Financial Highlights¹

Total revenue was $159 million, up 13%.
Subscription revenue was $126 million, up 14%, and accounted for 80% of total revenue.
Marketplace & Other revenue was $32 million, up 9%.
GAAP gross profit was $115 million, up 13%. GAAP gross margin of 73% was unchanged. Non-GAAP gross profit was $121 million, up 12%. Non-GAAP gross margin of 76% contracted by 1 percentage point.
GAAP operating loss was $24 million compared to $14 million. Non-GAAP operating income was $26 million compared to $15 million. Non-GAAP operating margin of 16% expanded by 6 percentage points.
GAAP loss per share was $0.46 and non-GAAP earnings per share were $0.28.
Net cash provided by operating activities was $16 million compared to $25 million.
In the quarter, the Company repurchased approximately 2.3 million shares for $50 million under its share repurchase program. Fiscal year to date, the Company has repurchased approximately 6.1 million shares for $150 million. Since inception of the program in August 2011, the Company has returned approximately $1.4 billion in capital to shareholders.
On December 20, 2022 the Company's Board of Directors approved an extension of the share repurchase program by two years to December 31, 2024 and a $100 million increase in the authorization. There is currently $218 million available under the authorization.

__________

¹Unless otherwise indicated, all comparisons are to the prior year period.

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

"We continue winning with the world's largest brand marketers, reinforcing that we are essential infrastructure for the advertising ecosystem," said LiveRamp CEO Scott Howe. "Our identity and collaboration products, with connections to over 2,000 publishers, uniquely support all of their marketing activities."

"We delivered solid third quarter results, with top-line growth and strong free cash flow," added President and CFO Warren Jenson. "Looking to FY24, we expect to deliver another year of strong operating profit growth and to return a substantial portion of free cash flow to shareowners through share repurchases."

GAAP and Non-GAAP Results

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

	Q3 Fiscal 2023		Q3 Fiscal 2022
	Results		Results
	GAAP	Non-GAAP	GAAP	Non-GAAP
Subscription revenue	$126	—	$111	—
YoY change %	14%		19%
Marketplace & Other revenue	$32	—	$29	—
YoY change %	9%		12%
Total revenue	$159	—	$141	—
YoY change %	13%		17%

Gross profit	$115	$121	$102	$108
% Gross margin	73%	76%	73%	77%
YoY change, pts	0 pts	(1) pts	4 pts	3 pts

Operating income (loss)	($24)	$26	($14)	$15
% Operating margin	(15%)	16%	(10%)	10%
YoY change, pts	(5) pts	6 pts	3 pts	0 pts

Net earnings (loss)	($30)	$19	($15)	$10
Earnings (loss) per share	($0.46)	$0.28	($0.23)	$0.14

Shares to calculate EPS	64.8	65.4	68.2	69.9
YoY change %	(5%)	(7%)	3%	0%

Net operating cash flow	$16	—	$25	—
Free cash flow to equity	—	$16	—	$24

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 attached to this press release.

Additional Business Highlights & Metrics

The Company's Authenticated Traffic Solution (ATS) has reached global scale. There are currently more than 160 supply-side platforms (SSPs) and demand-side platforms (DSPs) live or committed to bid on RampID™ and ATS, including The Trade Desk, Xandr, Amobee, Criteo, Roku Oneview, and MediaMath. Further, in March 2022, LiveRamp announced an expanded partnership with The Trade Desk to power European Unified ID (EUID) via its ATS infrastructure.
To date, over 2,000 publishers, representing more than 12,000 deployed domains, have integrated ATS worldwide, including Amazon Publisher Services, Microsoft, Hearst, CafeMedia, Leaf Group, Prisma Media and Burda.
At its November 2022 re:Invent conference, Amazon Web Services (AWS) named LiveRamp as a key industry partner for its new Marketing and Advertising Initiative and forthcoming AWS Clean Rooms service launch. LiveRamp published its new embedded identity resolution solutions in the AWS Marketplace in December 2022 ahead of the AWS Clean Rooms release in January 2023. Support for AWS Clean Rooms gives customers a collaborative approach to more effective media measurement and planning. As part of LiveRamp's continued work with AWS, this latest integration reinforces our commitment to help clients improve their customer intelligence through accurate and secure data collaboration in cloud environments.
Recently, LiveRamp and Pinterest announced a new partnership to pilot clean rooms for select advertising partners using LiveRamp's data collaboration technology, Safe Haven. Grocery retailer Albertsons will be the first advertiser to use the new solution to support its retail media network. LiveRamp's Safe Haven platform provides a protected environment where brands can join select first-party data with Pinterest platform data without having to share or reveal customers' personal identifiable information. This data sharing will enable enhanced measurement of advertising campaigns, such as closed-loop attribution, without compromising data protection.
LiveRamp has 910 direct subscription customers, up from 890 in the prior year period.
LiveRamp has 94 customers whose subscription contracts exceed $1 million in annual revenue, up from 86 in the prior year period.
During the third quarter, subscription net retention was 101% and platform net retention was 102%.
Current remaining performance obligations (CRPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $324 million, up 12% compared to the prior year period.

Financial Outlook

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

For the fourth quarter of fiscal 2023, LiveRamp expects to report:

Revenue of between $147 million and $152 million, an increase of between 4% and 7% year-over-year
GAAP operating loss of between $26 million and $23 million
Non-GAAP operating income of between $13 million and $16 million

For fiscal 2023, LiveRamp updates its guidance and expects to report:

Revenue of between $595 million and $600 million, an increase of approximately 13% year-over-year
GAAP operating loss of between $105 million and $102 million
Non-GAAP operating income of between $60 million and $63 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 trusted by forward-looking global companies to connect customer data from anywhere to everywhere. The category-defining pioneer with decades of expertise in online-offline identity resolution, LiveRamp is setting the new standard for a 360° customer view in the modern data stack through secure, privacy-first collaboration within companies, across companies, and between companies and their media and marketing partners to personalize and improve the customer journey. 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 for fiscal 2023, 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 the ongoing COVID-19 pandemic, rising interest rates, cost increases and general inflationary pressure and the associated impacts 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 and divestiture activities. Our international operations are also subject to risks, including 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' 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 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^Ⓡ, RampID^TM, 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,
					$		%
	2022		2021		Variance		Variance

Revenues	158,615		140,604		18,011		12.8	%

Cost of revenue	43,287		38,557		4,730		12.3	%
Gross profit	115,328		102,047		13,281		13.0	%
% Gross margin	72.7	%	72.6	%

Operating expenses:
Research and development	43,175		41,870		1,305		3.1	%
Sales and marketing	47,702		46,324		1,378		3.0	%
General and administrative	36,657		27,639		9,018		32.6	%
Gains, losses and other items, net	11,743		-		11,743		n/a
Total operating expenses	139,277		115,833		23,444		20.2	%

Loss from operations	(23,949	)	(13,786	)	(10,163	)	(73.7	%)
% Margin	-15.1	%	-9.8	%

Total other expense, net	(736	)	(241	)	(495	)	(205.4	%)

Loss from continuing operations before income taxes	(24,685	)	(14,027	)	(10,658	)	(76.0	%)

Income tax expense	5,835		1,348		4,487		332.9	%

Net loss from continuing operations	(30,520	)	(15,375	)	(15,145	)	(98.5	%)

Earnings from discontinued operations, net of tax	836		-		836		n/a

Net loss	(29,684	)	(15,375	)	(14,309	)	(93.1	%)

Basic earnings (loss) per share:
Continuing operations	(0.47	)	(0.23	)	(0.25	)	(108.9	%)
Discontinued operations	0.01		-		0.01		n/a
Basic loss per share	(0.46	)	(0.23	)	(0.23	)	(103.2	%)

Diluted earnings (loss) per share:
Continuing operations	(0.47	)	(0.23	)	(0.25	)	(108.9	%)
Discontinued operations	0.01		-		0.01		n/a
Diluted loss per share:	(0.46	)	(0.23	)	(0.23	)	(103.2	%)

Basic weighted average shares	64,784		68,190
Diluted weighted average shares	64,784		68,190

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,
					$		%
	2022		2021		Variance		Variance

Revenues	447,957		386,932		61,025		15.8	%

Cost of revenue	126,612		107,951		18,661		17.3	%
Gross profit	321,345		278,981		42,364		15.2	%
% Gross margin	71.7	%	72.1	%

Operating expenses:
Research and development	136,975		112,434		24,541		21.8	%
Sales and marketing	144,931		127,812		17,119		13.4	%
General and administrative	92,519		75,008		17,511		23.3	%
Gains, losses and other items, net	25,593		1,296		24,297		1874.8	%
Total operating expenses	400,018		316,550		83,468		26.4	%

Loss from operations	(78,673	)	(37,569	)	(41,104	)	(109.4	%)
% Margin	-17.6	%	-9.7	%

Total other income, net	2,211		30,510		(28,299	)	(92.8	%)

Loss from continuing operations before income taxes	(76,462	)	(7,059	)	(69,403	)	(983.2	%)

Income tax expense (benefit)	11,712		(2,618	)	14,330		547.4	%

Net loss from continuing operations	(88,174	)	(4,441	)	(83,733	)	(1885.5	%)

Earnings from discontinued operations, net of tax	836		-		836		n/a

Net loss	(87,338	)	(4,441	)	(82,897	)	(1866.6	%)

Basic earnings (loss) per share:
Continuing operations	(1.32	)	(0.07	)	(1.26	)	(1927.9	%)
Discontinued operations	0.01		-		0.01		n/a
Basic earnings (loss) per share	(1.31	)	(0.07	)	(1.24	)	(1908.6	%)

Diluted earnings (loss) per share:
Continuing operations	(1.32	)	(0.07	)	(1.26	)	(1927.9	%)
Discontinued operations	0.01		-		0.01		n/a
Diluted earnings (loss) per share:	(1.31	)	(0.07	)	(1.24	)	(1908.6	%)

Basic weighted average shares	66,761		68,187
Diluted weighted average shares	66,761		68,187

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,
	2022		2021		2022		2021


Loss from continuing operations before income taxes	(24,685	)	(14,027	)	(76,462	)	(7,059	)

Income tax expense (benefit)	5,835		1,348		11,712		(2,618	)

Net loss from continuing operations	(30,520	)	(15,375	)	(88,174	)	(4,441	)

Earnings from discontinued operations, net of tax	836		-		836		-

Net loss	(29,684	)	(15,375	)	(87,338	)	(4,441	)

Loss per share:
Basic	(0.46	)	(0.23	)	(1.31	)	(0.07	)
Diluted	(0.46	)	(0.23	)	(1.31	)	(0.07	)

Excluded items:
Purchased intangible asset amortization (cost of revenue)	4,209		4,647		13,489		13,904
Non-cash stock compensation (cost of revenue and operating expenses)	29,624		23,758		81,142		61,475
Transformation costs (general and administrative)	4,112		-		5,362		-
Restructuring and merger charges (gains, losses, and other)	11,743		-		25,593		1,296
Gain on retained profits interest (other income)	-		(183	)	-		(30,235	)

Total excluded items, continuing operations	49,688		28,222		125,586		46,440

Income from continuing operations before income taxes and excluding items	25,003		14,195		49,124		39,381

Income tax expense (2)	6,468		4,271		12,262		5,124

Non-GAAP net earnings from continuing operations	18,535		9,924		36,862		34,257

Non-GAAP earnings per share from continuing operations:
Basic	0.29		0.15		0.55		0.50
Diluted	0.28		0.14		0.55		0.49

Basic weighted average shares	64,784		68,190		66,761		68,187
Diluted weighted average shares	65,356		69,938		67,373		69,626

(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,
	2022		2021		2022		2021


Loss from continuing operations	(23,949	)	(13,786	)	(78,673	)	(37,569	)

Excluded items:
Purchased intangible asset amortization (cost of revenue)	4,209		4,647		13,489		13,904
Non-cash stock compensation (cost of revenue and operating expenses)	29,624		23,758		81,142		61,475
Transformation costs (general and administrative)	4,112		-		5,362		-
Restructuring and merger charges (gains, losses, and other)	11,743		-		25,593		1,296

Total excluded items	49,688		28,405		125,586		76,675

Income from continuing operations before excluded items	25,739		14,619		46,913		39,106

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,
	2022		2021		2022		2021


Net loss from continuing operations	(30,520	)	(15,375	)	(88,174	)	(4,441	)

Income tax expense (benefit)	5,835		1,348		11,712		(2,618	)

Other expense (income)	736		241		(2,211	)	(30,510	)

Loss from operations	(23,949	)	(13,786	)	(78,673	)	(37,569	)

Depreciation and amortization	5,131		5,827		16,561		18,231

EBITDA	(18,818	)	(7,959	)	(62,112	)	(19,338	)

Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses)	29,624		23,758		81,142		61,475
Transformation costs (general and administrative)	4,112		-		5,362		-
Restructuring and merger charges (gains, losses, and other)	11,743		-		25,593		1,296

Other adjustments	45,479		23,758		112,097		62,771

Adjusted EBITDA	26,661		15,799		49,985		43,433

(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,		$		%
	2022		2022		Variance		Variance

Assets
Current assets:
Cash and cash equivalents	453,516		600,162		(146,646	)	(24.4	%)
Trade accounts receivable, net	173,409		148,343		25,066		16.9	%
Refundable income taxes, net	27,097		30,354		(3,257	)	(10.7	%)
Other current assets	42,172		36,975		5,197		14.1	%

Total current assets	696,194		815,834		(119,640	)	(14.7	%)

Property and equipment	42,954		45,001		(2,047	)	(4.5	%)
Less - accumulated depreciation and amortization	34,145		33,470		675		2.0	%

Property and equipment, net	8,809		11,531		(2,722	)	(23.6	%)

Intangible assets, net	13,203		26,718		(13,515	)	(50.6	%)
Goodwill	363,129		363,845		(716	)	(0.2	%)
Deferred commissions, net	32,717		30,594		2,123		6.9	%
Other assets, net	52,431		85,214		(32,783	)	(38.5	%)

	1,166,483		1,333,736		(167,253	)	(12.5	%)

Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable	83,938		83,197		741		0.9	%
Accrued payroll and related expenses	33,250		39,188		(5,938	)	(15.2	%)
Other accrued expenses	42,394		46,067		(3,673	)	(8.0	%)
Deferred revenue	16,195		16,114		81		0.5	%

Total current liabilities	175,777		184,566		(8,789	)	(4.8	%)

Other liabilities	79,097		86,110		(7,013	)	(8.1	%)

Stockholders' equity:
Preferred stock	-		-		-		n/a
Common stock	15,205		14,984		221		1.5	%
Additional paid-in capital	1,810,383		1,721,118		89,265		5.2	%
Retained earnings	1,333,655		1,420,993		(87,338	)	(6.1	%)
Accumulated other comprehensive income	4,182		5,730		(1,548	)	(27.0	%)
Treasury stock, at cost	(2,251,816	)	(2,099,765	)	(152,051	)	(7.2	%)
Total stockholders' equity	911,609		1,063,060		(151,451	)	(14.2	%)

	1,166,483		1,333,736		(167,253	)	(12.5	%)

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

	For the Three Months Ended

	December 31,

	2022		2021

Cash flows from operating activities:
Net loss	(29,684	)	(15,375	)
Earnings from discontinued operations, net of tax	(836	)	-
Non-cash operating activities:
Depreciation and amortization	5,131		5,827
Loss on disposal or impairment of assets	4,124		-
Lease impairments	5,940		-
Gain on distribution from retained profits interest	-		(183	)
Provision for doubtful accounts	613		1,845
Deferred income taxes	(14	)	315
Non-cash stock compensation expense	29,624		23,758
Changes in operating assets and liabilities:
Accounts receivable	(15,722	)	(27,803	)
Deferred commissions	(1,203	)	(1,495	)
Other assets	(7,372	)	(1,331	)
Accounts payable and other liabilities	20,168		34,358
Income taxes	5,454		1,630
Deferred revenue	(453	)	3,927
Net cash provided by operating activities	15,770		25,473
Cash flows from investing activities:
Capital expenditures	(179	)	(1,316	)
Purchases of investments	(3,000	)	-
Proceeds from sales of investments	3,000		-
Purchases of strategic investments	(500	)	-
Distribution from retained profits interest	-		184
Cash paid in acquisition, net of cash received	-		(2,008	)
Net cash used in investing activities	(679	)	(3,140	)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans	1,664		1,905
Shares repurchased for tax withholdings upon vesting of stock-based awards	(764	)	(1,674	)
Acquisition of treasury stock	(49,906	)	(5,147	)
Net cash used in financing activities	(49,006	)	(4,916	)
Cash flows from discontinued operations:
From operating activities	836		-
Net cash provided by discontinued operations	836		-
Effect of exchange rate changes on cash	993		(48	)

Net change in cash and cash equivalents	(32,086	)	17,369
Cash and cash equivalents at beginning of period	485,602		544,321
Cash and cash equivalents at end of period	453,516		561,690

Supplemental cash flow information:
Cash paid (received) during the period for:
Income taxes	(751	)	(246	)
Operating lease assets obtained in exchange for operating lease liabilities	-		17,211
Purchases of property, plant, & equipment, net remaining unpaid at end of period	77		353

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

	For the Nine Months Ended

	December 31,

	2022		2021

Cash flows from operating activities:
Net loss	(87,338	)	(4,441	)
Earnings from discontinued operations, net of tax	(836	)	-
Non-cash operating activities:
Depreciation and amortization	16,561		18,231
Loss on disposal or impairment of assets	4,121		142
Lease impairments	18,165		-
Gain on sale of strategic investments	(194	)	-
Gain on distribution from retained profits interest	-		(30,235	)
Provision for doubtful accounts	1,728		3,127
Deferred income taxes	204		(456	)
Non-cash stock compensation expense	81,142		61,475
Changes in operating assets and liabilities:
Accounts receivable	(27,171	)	(45,876	)
Deferred commissions	(2,123	)	(6,864	)
Other assets	1,588		22,077
Accounts payable and other liabilities	(9,309	)	(2,471	)
Income taxes	6,967		998
Deferred revenue	271		3,426
Net cash provided by operating activities	3,776		19,133
Cash flows from investing activities:
Capital expenditures	(4,593	)	(2,619	)
Purchases of investments	(3,000	)	-
Proceeds from sales of investments	3,000		-
Purchases of strategic investments	(500	)	-
Proceeds from sales of strategic investments	400		-
Distribution from retained profits interest	-		31,184
Cash paid in acquisition, net of cash received	-		(10,376	)
Net cash provided by (used in) investing activities	(4,693	)	18,189
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans	6,255		6,183
Shares repurchased for tax withholdings upon vesting of stock-based awards	(2,054	)	(14,216	)
Acquisition of treasury stock	(149,997	)	(49,224	)
Net cash used in financing activities	(145,796	)	(57,257	)
Cash flows from discontinued operations:
From operating activities	836		-
Net cash provided by discontinued operations	836		-
Effect of exchange rate changes on cash	(769	)	(62	)

Net change in cash and cash equivalents	(146,646	)	(19,997	)
Cash and cash equivalents at beginning of period	600,162		581,687
Cash and cash equivalents at end of period	453,516		561,690

Supplemental cash flow information:
Cash paid (received) during the period for:
Income taxes	3,418		(2,815	)
Operating lease assets obtained in exchange for operating lease liabilities	-		52,902
Purchases of property, plant, & equipment, net remaining unpaid at end of period	77		353

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		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		3,776

Less:
Capital expenditures	(427	)	(876	)	(1,316	)	(1,880	)	(4,499	)	(1,741	)	(2,673	)	(179	)	(4,593	)

Free Cash Flow to Equity	(17,668	)	10,025		24,157		57,064		73,578		(35,110	)	18,702		15,591		(817	)

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		FY2023		%		$
Revenues	119,038		127,290		140,604		141,725		528,657		142,243		147,099		158,615		447,957		14.1	%	18,011

Cost of revenue	34,315		35,079		38,557		39,476		147,427		41,021		42,304		43,287		126,612		13.5	%	4,730
Gross profit	84,723		92,211		102,047		102,249		381,230		101,222		104,795		115,328		321,345		13.6	%	12,584
% Gross margin	71.2	%	72.4	%	72.6	%	72.1	%	72.1	%	71.2	%	71.2	%	72.7	%	71.7	%

Operating expenses
Research and development	34,776		35,788		41,870		45,501		157,935		47,661		46,139		43,175		136,975		3.6	%	1,305
Sales and marketing	41,979		39,509		46,324		54,951		182,763		51,280		45,949		47,702		144,931		3.5	%	1,378
General and administrative	24,291		23,078		27,639		29,583		104,591		27,144		28,718		36,657		92,519		39.1	%	9,018
Gains, losses and other items, net	1,278		18		-		183		1,479		739		13,111		11,743		25,593		n/a		11,743
Total operating expenses	102,324		98,393		115,833		130,218		446,768		126,824		133,917		139,277		400,018		23.8	%	23,444

Loss from operations	(17,601	)	(6,182	)	(13,786	)	(27,969	)	(65,538	)	(25,602	)	(29,122	)	(23,949	)	(78,673	)	(164.4	%)	(10,163	)
*% Margin*	*-14.8*	%	*-4.9*	%	*-9.8*	%	*-19.7*	%	*-12.4*	%	*-18.0*	%	*-19.8*	%	*-15.1*	%	*-17.6*	%

Total other income (expense), net	30,601		150		(241	)	(47	)	30,463		699		2,248		(736	)	2,211		(330.0	%)	(495	)

Loss from continuing operations before income taxes	13,000		(6,032	)	(14,027	)	(28,016	)	(35,075	)	(24,903	)	(26,874	)	(24,685	)	(76,462	)	(176.7	%)	(10,658	)

Income taxes expense (benefit)	(4,365	)	399		1,348		1,376		(1,242	)	2,315		3,562		5,835		11,712		1124.6	%	4,487

Net loss from continuing operations	17,365		(6,431	)	(15,375	)	(29,392	)	(33,833	)	(27,218	)	(30,436	)	(30,520	)	(88,174	)	(160.6	%)	(54,341	)

Earnings from discontinued operations, net of tax	-		-		-		-		-		-		-		836		836		n/a		836

Net earnings (loss)	17,365		(6,431	)	(15,375	)	(29,392	)	(33,833	)	(27,218	)	(30,436	)	(29,684	)	(87,338	)	(222.5	%)	(14,309	)

Diluted earnings (loss) per share	0.25		(0.09	)	(0.23	)	(0.43	)	(0.50	)	(0.40	)	(0.45	)	(0.46	)	(1.31	)	(246.2	%)	(0.23	)

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		66,761
Diluted shares	69,605		69,333		69,938		69,354		69,560		69,195		67,568		65,356		67,373

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		FY 2023


Loss from continuing operations before income taxes	13,000		(6,032	)	(14,027	)	(28,016	)	(35,075	)	(24,903	)	(26,874	)	(24,685	)	(76,462	)
Income taxes (benefit)	(4,365	)	399		1,348		1,376		(1,242	)	2,315		3,562		5,835		11,712
Net loss from continuing operations	17,365		(6,431	)	(15,375	)	(29,392	)	(33,833	)	(27,218	)	(30,436	)	(30,520	)	(88,174	)

Earnings from discontinued operations, net of tax	-		-		-		-		-		-		-		836		836

Net earnings (loss)	17,365		(6,431	)	(15,375	)	(29,392	)	(33,833	)	(27,218	)	(30,436	)	(29,684	)	(87,338	)

Earnings (loss) per share:
Basic	0.25		(0.09	)	(0.23	)	(0.43	)	(0.50	)	(0.40	)	(0.45	)	(0.46	)	(1.31	)
Diluted	0.25		(0.09	)	(0.23	)	(0.43	)	(0.50	)	(0.40	)	(0.45	)	(0.46	)	(1.30	)

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		13,489
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		81,142
Restructuring and merger charges (gains, losses, and other)	1,278		18		-		183		1,479		739		13,111		11,743		25,593
Transformation costs (general and administrative)	-		-		-		-		-		-		1,250		4,112		5,362
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		125,586

Loss 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		49,124
Income taxes expense (benefit)	865		(12	)	4,271		3,391		8,515		1,237		4,557		6,468		12,262
Non-GAAP net earnings (loss) from continuing operations	6,502		17,831		9,924		(635	)	33,622		3,467		14,860		18,535		36,862

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		0.55
Diluted	0.09		0.26		0.14		(0.01	)	0.48		0.05		0.22		0.28		0.55

Basic weighted average shares	68,328		68,042		68,190		68,283		68,211		68,403		67,096		64,784		66,761
Diluted weighted average shares	69,605		69,333		69,938		68,283		69,560		69,195		67,568		65,356		67,373

Some totals may not add due to rounding

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		FY2023

Expenses, continuing operations:
Cost of revenue	34,315		35,079		38,557		39,476		147,427		41,021		42,304		43,287		126,612
Research and development	34,776		35,788		41,870		45,501		157,935		47,661		46,139		43,175		136,975
Sales and marketing	41,979		39,509		46,324		54,951		182,763		51,280		45,949		47,702		144,931
General and administrative	24,291		23,078		27,639		29,583		104,591		27,144		28,718		36,657		92,519
Gains, losses and other items, net	1,278		18		-		183		1,479		739		13,111		11,743		25,593

Gross profit, continuing operations:	84,723		92,211		102,047		102,249		381,230		101,222		104,795		115,328		321,345
% Gross margin	71.2	%	72.4	%	72.6	%	72.1	%	72.1	%	71.2	%	71.2	%	72.7	%	71.7	%

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		13,489
Non-cash stock compensation (cost of revenue)	790		948		1,168		1,205		4,111		1,163		1,293		1,208		3,664
Non-cash stock compensation (research and development)	5,348		7,184		9,264		10,316		32,112		11,656		12,360		10,654		34,670
Non-cash stock compensation (sales and marketing)	6,793		6,749		7,329		7,715		28,586		5,884		6,116		5,871		17,871
Non-cash stock compensation (general and administrative)	5,565		4,340		5,997		6,546		22,448		5,522		7,524		11,891		24,937
Restructuring and merger charges (gains, losses, and other)	1,278		18		-		183		1,479		739		13,111		11,743		25,593
Transformation costs (general and administrative)	-		-		-		-		-		-		1,250		4,112		5,362
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		125,586

Expenses, continued operations excluding items:
Cost of revenue	28,880		29,519		32,742		33,464		124,605		35,215		36,374		37,870		109,459
Research and development	29,428		28,604		32,606		35,185		125,823		36,005		33,779		32,521		102,305
Sales and marketing	35,186		32,760		38,995		47,236		154,177		45,396		39,833		41,831		127,060
General and administrative	18,726		18,738		21,642		23,037		82,143		21,622		19,944		20,654		62,220
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		338,498
% Gross margin	75.7	%	76.8	%	76.7	%	76.4	%	76.4	%	75.2	%	75.3	%	76.1	%	75.6	%

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our 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, 2023						March 31, 2023

	Low			High			Low			High
GAAP loss from operations		(26,000	)		(23,000	)		(105,000	)		(102,000	)

Excluded items:
Purchased intangible asset amortization		3,000			3,000			17,000			17,000
Non-cash stock compensation		22,000			22,000			103,000			103,000
Restructuring costs		10,000			10,000			36,000			36,000
Transformation costs		4,000			4,000			9,000			9,000
Total excluded items		39,000			39,000			165,000			165,000

Non-GAAP income from operations	$	13,000		$	16,000		$	60,000		$	63,000

(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 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 Third Quarter Results