Business Wire | Aug 10, 2020 04:06PM EDT

LiveRamp Announces First Quarter Results

Aug. 10, 2020

SAN FRANCISCO--(BUSINESS WIRE)--Aug. 10, 2020--LiveRamp(r) (NYSE: RAMP), the leading global data connectivity platform, today announced its financial results for the quarter ended June 30, 2020.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20200810005666/en/

First Quarter Financial Highlights

* Total revenue was $99 million, up 21% compared to the prior year period.

* Subscription revenue was $83 million, up 21% compared to the prior year period and contributed 83% of total revenue.

* Marketplace & Other revenue was $17 million, up 16% compared to the prior year period.

* GAAP gross profit was $65 million, up 41% compared to the prior year period. GAAP gross margin of 65% expanded 9 percentage points. Non-GAAP gross profit was $71 million, up 38% compared to the prior year period. Non-GAAP gross margin of 71% also expanded 9 percentage points.

* GAAP operating loss was $26 million compared to a GAAP operating loss of $48 million in the prior year period. Non-GAAP operating income was $1 million compared to a non-GAAP operating loss of $22 million in the prior year period.

* GAAP loss per share was $0.33, and non-GAAP earnings per share was $0.01.

* Net cash used in operating activities was $24 million compared to net cash used by operating activities of $15 million in the prior year period.

* During the quarter, LiveRamp repurchased 1.3 million shares for $42 million under the current share repurchase program. Since inception of the share repurchase program in August 2011, the Company has returned approximately $1.17 billion in capital to shareholders.

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

"As COVID-19 forces companies to innovate and transform to drive customer value, data matters more than ever," said LiveRamp CEO Scott Howe. "Global brands and their partners are turning to LiveRamp to enable their data-driven marketing strategies, and our strong Q1 results reflect this. The Authenticated Traffic Solution (or ATS) is gaining widespread global adoption. During the quarter, we more than tripled our ATS publisher adoption and now work with over 125 publishers worldwide, including 60% of the US Comscore 20 and 50% of the US Comscore 50."

"Our value proposition is strong and our business durable and recurring," added LiveRamp President and CFO Warren Jenson. "In Q1, our top-line grew by 21%, and we delivered our first quarterly non-GAAP operating profit. In addition, our Advanced TV business and Safe Haven(r) are winning globally. TV revenue was up over 50% in the quarter, and Safe Haven bookings, ARR and revenue were all up over 100%."

GAAP and Non-GAAP Results

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

Q1 Fiscal 2021 Q1 Fiscal 2020

Results Results

GAAP Non-GAAP GAAP Non-GAAP

Subscription revenue $83 - $68 -

YoY change % 21% 33%

Marketplace & other revenue $17 - $14 -

YoY change % 16% 27%

Total revenue $99 - $83 -

YoY change % 21% 32%



Gross profit $65 $71 $46 $51

% Gross margin 65% 71% 56% 62%

YoY change, pts 9pts 9pts (6pts) (10pts)



Operating income (loss) ($26) $1 ($48) ($22)

% Operating margin (26%) 1% (59%) (27%)

YoY change, pts 32pts 29pts (11pts) (18pts)



Net income (loss) ($22) $1 ($42) ($16)

YoY change % nm nm nm nm

Earnings (loss) per share ($0.33) $0.01 ($0.61) ($0.24)

YoY change % nm nm nm nm



Shares to Calculate EPS 65.6 67.3 68.9 68.9

YoY change % (5%) (5%) (10%) (10%)

Net operating cash flow ($24) - ($15) -

YoY change % nm - nm

Free cash flow to equity - ($24) - ($20)

YoY change % - nm - nm



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

* LiveRamp addressability solutions, including ATS, continue to experience strong global adoption. There are currently 20 supply-side platforms (SSPs) live or committed to implementing IdentityLink(tm) in the bidstream, including OpenX, Index Exchange, Pubmatic, Rubicon Project and TripleLift. In addition, there are 40 demand-side platforms (DSPs) live or committed to bid on IdentityLink, including Amobee, Criteo, dataxu, and MediaMath. Lastly, to date, LiveRamp has signed on more than 125 publishers globally for ATS, spanning four continents.

* LiveRamp completed the acquisition of Acuity Data, a team of global retail and consumer packaged goods (CPG) experts, in early July to strengthen the retail analytics capabilities of its Safe Haven platform. These capabilities will enable better reporting, insights, and collaboration for retailers and CPG companies, bridging the gap between trade and media by bringing consumers' digital signals and retail transaction data together in a privacy-conscious manner. Total purchase consideration was immaterial.

* During the first quarter, subscription net retention was approximately 109% and platform net retention was 111%.

* Current remaining performance obligations (RPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $223 million, up 33% compared to the first quarter of last year.

* LiveRamp has 60 clients whose subscription contracts exceed $1 million in annual revenue, up from 45 in the prior year period.

* LiveRamp's direct subscription customer count at quarter end was 780, an increase of 13% year over year. It now serves 22% of the Fortune 500 compared to 20% in the prior year period.

Financial Outlook

Given macro economic uncertainties, LiveRamp is providing second quarter guidance only.

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

For the second quarter of fiscal 2021, LiveRamp expects to report:

* Revenue of approximately $100 million, an increase of approximately 11% year-over-year

* GAAP operating loss of up to $39 million

* Non-GAAP operating loss of up to $7 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 leading data connectivity platform for the safe and effective use of data. Powered by core identity capabilities and an unparalleled network, LiveRamp enables companies and their partners to better connect, control, and activate data to transform customer experiences and generate more valuable business outcomes. LiveRamp's fully interoperable and neutral infrastructure delivers end-to-end addressability for the world's top brands, agencies, and publishers. For more information, visit www.LiveRamp.com.

Forward-Looking Statements

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

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

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

For a discussion of these and other risks and uncertainties, please refer to LiveRamp's Annual Report on Form 10-K for our fiscal year 2020 ended March 31, 2020, and LiveRamp's Quarterly Reports on Form 10-Q issued in fiscal year 2021.

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

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

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

LiveRamp(r), IdentityLink(tm), Abilitec(r), Safe Haven(r) 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 SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)(Dollars in thousands, except per share amounts) For the Three Months Ended June 30, $ % 2020 2019 Variance Variance

Revenues 99,437 82,511 16,926 20.5 %

Cost of revenue 34,465 36,426 (1,961 ) (5.4 %)

Gross profit 64,972 46,085 18,887 41.0 %

% Gross margin 65.3 % 55.9 %

Operating expenses:Research and development 26,989 23,722 3,267 13.8 %

Sales and marketing 38,627 43,144 (4,517 ) (10.5 %)

General and administrative 23,368 25,318 (1,950 ) (7.7 %)

Gains, losses and other items, net 1,995 2,276 (281 ) (12.3 %)

Total operating expenses 90,979 94,460 (3,481 ) (3.7 %)

Loss from operations (26,007 ) (48,375 ) 22,368 46.2 %

% Margin -26.2 % -58.6 %

Total other income 463 5,882 (5,419 ) (92.1 %)

Loss from operations before income (25,544 ) (42,493 ) 16,949 39.9 %taxes Income taxes (benefit) (3,816 ) (353 ) (3,463 ) (981.0 %)

Net loss (21,728 ) (42,140 ) 20,412 48.4 %

Basic loss per share (0.33 ) (0.61 ) 0.28 45.8 %

Diluted loss per share: (0.33 ) (0.61 ) 0.28 45.8 %

Basic weighted average shares 65,570 68,906

Diluted weighted average shares 65,570 68,906



LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESRECONCILIATION OF GAAP TO NON-GAAP EPS (1)(Unaudited)(Dollars in thousands, except per share amounts) For the Three Months Ended June 30, 2020 2019

Loss from operations before income taxes (25,544) (42,493)

Income taxes (benefit) (3,816) (353)

Net loss (21,728) (42,140)

Loss per share:Basic (0.33) (0.61)

Diluted (0.33) (0.61)

Excluded items:Purchased intangible asset amortization (cost of 5,306 3,123revenue)Non-cash stock compensation (cost of revenue and 16,485 18,630operating expenses)Accelerated depreciation (cost of revenue and operating - 1,906expenses)Transformation costs (general and administrative) 3,605 -

Restructuring and merger charges (gains, losses, and 1,995 2,276other) Total excluded items 27,391 25,935

Income (loss) from operations before income taxes and 1,847 (16,558)excluding items Income taxes (benefit) (2) 934 (216)

Non-GAAP net earnings (loss) 913 (16,342)

Non-GAAP earnings (loss) per share:Basic 0.01 (0.24)

Diluted 0.01 (0.24)

Basic weighted average shares 65,570 68,906

Diluted weighted average shares 67,337 68,906

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are notmeant to be considered in isolation or as a substitute for comparable GAAPmeasures, and should be read only in conjunction with our condensedconsolidated financial statements prepared in accordance with GAAP. For adetailed explanation of the adjustments made to comparable GAAP measures, thereasons why management uses these measures and the material limitations on theusefulness of these measures, please see Appendix A.

(2) Income taxes were calculated using an effective non-GAAP tax rate of 50.5%and 1.3% in the first quarter of fiscal 2021 and 2020, respectively. Thedifference between our GAAP and non-GAAP tax rates were primarily due to thenet tax effects of the excluded items.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESRECONCILIATION OF GAAP TO NON-GAAP INCOME (LOSS) FROM OPERATIONS (1)(Unaudited)(Dollars in thousands) For the Three Months Ended June 30, 2020 2019

Loss from operations (26,007 ) (48,375 )

Excluded items:Purchased intangible asset amortization (cost of 5,306 3,123 revenue)Non-cash stock compensation (cost of revenue and 16,485 18,630 operating expenses)Accelerated depreciation (cost of revenue and operating - 1,906 expenses)Transformation costs (general and administrative) 3,605 -

Restructuring and merger charges (gains, losses, and 1,995 2,276 other) Total excluded items 27,391 25,935

Income (loss) from operations before excluded items 1,384 (22,440 )

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are notmeant to be considered in isolation or as a substitute for comparable GAAPmeasures, and should be read only in conjunction with our condensedconsolidated financial statements prepared in accordance with GAAP. For adetailed explanation of the adjustments made to comparable GAAP measures, thereasons why management uses these measures and the material limitations on theusefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESRECONCILIATION OF ADJUSTED EBITDA (1)(Unaudited)(Dollars in thousands) For the Three Months Ended June 30, 2020 2019

Net loss (21,728 ) (42,140 )

Income taxes (benefit) (3,816 ) (353 )

Other income (463 ) (5,882 )

Loss from operations (26,007 ) (48,375 )

Depreciation and amortization 8,054 8,877

EBITDA (17,953 ) (39,498 )

Other adjustments:Non-cash stock compensation (cost of revenue and 16,485 18,630 operating expenses)Transformation costs (general and administrative) 3,605 -

Restructuring and merger charges (gains, losses, and 1,995 2,276 other) Other adjustments 22,085 20,906

Adjusted EBITDA 4,132 (18,592 )

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are notmeant to be considered in isolation or as a substitute for comparable GAAPmeasures, and should be read only in conjunction with our consolidatedfinancial statements prepared in accordance with GAAP. For a detailedexplanation of the adjustments made to comparable GAAP measures, the reasonswhy management uses these measures, the usefulness of these measures and thematerial limitations on the usefulness of these measures, please see AppendixA.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(Dollars in thousands) June 30, March 31, $ % 2020 2020 Variance Variance

AssetsCurrent assets:Cash and cash equivalents 649,895 717,811 (67,916 ) (9.5 %)

Restricted cash 14,815 14,815 - n/a

Trade accounts receivable, net 96,472 92,761 3,711 4.0 %

Refundable income taxes 39,776 38,340 1,436 3.7 %

Other current assets 24,314 32,666 (8,352 ) (25.6 %)

Total current assets 825,272 896,393 (71,121 ) (7.9 %)

Property and equipment 45,077 44,786 291 0.6 %

Less - accumulated depreciation 27,969 25,465 2,504 9.8 %and amortization Property and equipment, net 17,108 19,321 (2,213 ) (11.5 %)

Intangible assets, net 39,915 45,200 (5,285 ) (11.7 %)

Goodwill 298,389 297,796 593 0.2 %

Deferred commissions, net 17,695 16,014 1,681 10.5 %

Other assets, net 35,552 27,165 8,387 30.9 %

1,233,931 1,301,889 (67,958 ) (5.2 %)

Liabilities and Stockholders'EquityCurrent liabilities:Trade accounts payable 38,380 42,204 (3,824 ) (9.1 %)

Accrued payroll and related 16,727 28,791 (12,064 ) (41.9 %)expensesOther accrued expenses 50,024 68,991 (18,967 ) (27.5 %)

Acquisition escrow payable 14,815 14,815 - n/a

Deferred revenue 5,938 6,581 (643 ) (9.8 %)

Total current liabilities 125,884 161,382 (35,498 ) (22.0 %)

Other liabilities 49,758 52,995 (3,237 ) (6.1 %)

Stockholders' equity:Preferred stock - - - n/a

Common stock 14,525 14,394 131 0.9 %

Additional paid-in capital 1,532,481 1,496,565 35,916 2.4 %

Retained earnings 1,523,366 1,545,094 (21,728 ) (1.4 %)

Accumulated other comprehensive 6,342 5,745 597 10.4 %incomeTreasury stock, at cost (2,018,425 ) (1,974,286 ) (44,139 ) (2.2 %)

Total stockholders' equity 1,058,289 1,087,512 (29,223 ) (2.7 %)

1,233,931 1,301,889 (67,958 ) (5.2 %)



LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(Dollars in thousands) For the Three Months Ended June 30, 2020 2019

Cash flows from operating activities:Net loss (21,728 ) (42,140 )

Non-cash operating activities:Depreciation and amortization 8,054 8,877

Loss on disposal or impairment of assets 2 85

Provision for doubtful accounts 1,330 962

Deferred income taxes (672 ) 7

Non-cash stock compensation expense 16,485 18,630

Changes in operating assets and liabilities:Accounts receivable (5,860 ) (3,451 )

Deferred commissions (1,681 ) 174

Other assets 4,904 3,600

Accounts payable and other liabilities (22,684 ) (188 )

Income taxes (1,105 ) (863 )

Deferred revenue (657 ) (1,101 )

Net cash used in operating activities (23,612 ) (15,408 )

Cash flows from investing activities:Capital expenditures (832 ) (4,888 )

Payment for investment (667 ) -

Cash paid in acquisition, net of cash received - (4,479 )

Net cash used in investing activities (1,499 ) (9,367 )

Cash flows from financing activities:Proceeds related to the issuance of common stock under 1,137 1,060 stock and employee benefit plansShares repurchased for tax withholdings upon vesting of (1,827 ) (12,093 )stock-based awardsAcquisition of treasury stock (42,312 ) (20,099 )

Net cash used in financing activities (43,002 ) (31,132 )

Effect of exchange rate changes on cash 197 (89 )

Net change in cash and cash equivalents (67,916 ) (55,996 )

Cash and cash equivalents at beginning of period 732,626 1,061,473

Cash and cash equivalents at end of period 664,710 1,005,477

Supplemental cash flow information:Cash paid (received) during the period for:Income taxes (2,041 ) 110



LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESCALCULATION OF FREE CASH FLOW TO EQUITY (1)(Unaudited)(Dollars in thousands) 06/30/19 09/30/19 12/31/19 03/31/20 FY2020 06/30/20 Net Cash Provided by (15,408 ) (28,751 ) 15,804 (220 ) (28,575 ) (23,612 )(Used in) OperatingActivities Less:Capital expenditures (4,888 ) (2,641 ) (2,773 ) (1,409 ) (11,711 ) (832 )

Free Cash Flow to (20,296 ) (31,392 ) 13,031 (1,629 ) (40,286 ) (24,444 )Equity

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are notmeant to be considered in isolation or as a substitute for comparable GAAPmeasures, and should be read only in conjunction with our condensedconsolidated financial statements prepared in accordance with GAAP. For adetailed explanation of the adjustments made to comparable GAAP measures, thereasons why management uses these measures and the material limitations on theusefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)(Dollars in thousands, except per share amounts) Q1 FY21 to Q1 FY20 06/30/19 09/30/19 12/31/19 03/31/20 FY2020 06/30/20 % $

Revenues 82,511 90,143 102,217 105,701 380,572 99,437 20.5 % 16,926

Cost of 36,426 41,460 37,966 36,852 152,704 34,465 (5.4 %) (1,961 ) revenue Gross profit 46,085 48,683 64,251 68,849 227,868 64,972 41.0 % 18,887

% Gross margin 55.9 % 54.0 % 62.9 % 65.1 % 59.9 % 65.3 %

Operating expenses Research and 23,722 26,445 27,403 28,411 105,981 26,989 13.8 % 3,267 development Sales and 43,144 45,204 51,993 48,564 188,905 38,627 (10.5 %) (4,517 ) marketing General and 25,318 27,262 26,107 30,216 108,903 23,368 (7.7 %) (1,950 ) administrative Gains, losses 2,276 45 233 2,447 5,001 1,995 (12.3 %) (281 ) and other items, net Total 94,460 98,956 105,736 109,638 408,790 90,979 (3.7 %) (3,481 ) operating expenses Loss from (48,375 ) (50,273 ) (41,485 ) (40,789 ) (180,922 ) (26,007 ) 46.2 % 22,368 operations % Margin -58.6 % -55.8 % -40.6 % -38.6 % -47.5 % -26.2 %

Total other 5,882 4,780 3,158 1,565 15,385 463 (92.1 %) (5,419 ) income Loss from continuing (42,493 ) (45,493 ) (38,327 ) (39,224 ) (165,537 ) (25,544 ) 39.9 % 16,949 operations before income taxes Income taxes (353 ) (5,291 ) (287 ) (34,345 ) (40,276 ) (3,816 ) (981.0 %) (3,463 ) (benefit) Net loss from (42,140 ) (40,202 ) (38,040 ) (4,879 ) (125,261 ) (21,728 ) 48.4 % 20,412 continuing operations Earnings from discontinued - - - 750 750 - n/a - operations, net of tax Net loss (42,140 ) (40,202 ) (38,040 ) (4,129 ) (124,511 ) (21,728 ) 48.4 % 20,412

Diluted loss (0.61 ) (0.59 ) (0.56 ) (0.06 ) (1.84 ) (0.33 ) 45.8 % 0.28 per share Diluted loss per share (0.61 ) (0.59 ) (0.56 ) (0.07 ) (1.85 ) (0.33 ) 45.8 % 0.28 continuing operations Some loss per share amounts may not add due to rounding. Basic shares 68,906 67,684 67,473 66,977 67,760 65,570

Diluted shares 68,906 67,684 67,473 66,977 67,760 65,570



LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESRECONCILIATION OF GAAP TO NON-GAAP EPS (1)(Unaudited)(Dollars in thousands, except per share amounts) 06/30/19 09/30/19 12/31/19 03/31/20 FY2020 06/30/20

Loss fromcontinuing (42,493 ) (45,493 ) (38,327 ) (39,224 ) (165,537 ) (25,544 )operationsbefore incometaxesIncome taxes (353 ) (5,291 ) (287 ) (34,345 ) (40,276 ) (3,816 )(benefit)Net loss from (42,140 ) (40,202 ) (38,040 ) (4,879 ) (125,261 ) (21,728 )continuingoperations Earnings fromdiscontinued - - - 750 750 - operations, netof tax Net loss (42,140 ) (40,202 ) (38,040 ) (4,129 ) (124,511 ) (21,728 )

Loss per share:Basic (0.61 ) (0.59 ) (0.56 ) (0.06 ) (1.84 ) (0.33 )

Diluted (0.61 ) (0.59 ) (0.56 ) (0.06 ) (1.84 ) (0.33 )

Excluded items:Purchasedintangibleasset 3,123 5,369 5,369 5,181 19,042 5,306 amortization(cost ofrevenue)Non-cash stockcompensation(cost of 18,630 23,354 30,295 17,168 89,447 16,485 revenue andoperatingexpenses)Accelerateddepreciation(cost of 1,906 1,663 - - 3,569 - revenue andoperatingexpenses)Restructuringand merger 2,276 45 233 2,447 5,001 1,995 charges (gains,losses, andother)Transformationcosts (general - - - - - 3,605 andadministrative)Total excludeditems, 25,935 30,431 35,897 24,796 117,059 27,391 continuingoperations Income (loss)from continuingoperations (16,558 ) (15,062 ) (2,430 ) (14,428 ) (48,478 ) 1,847 before incometaxes andexcluding itemsIncome taxes (216 ) 190 (227 ) (11,199 ) (11,452 ) 934 (benefit)Non-GAAP netearnings (loss) (16,342 ) (15,252 ) (2,203 ) (3,229 ) (37,026 ) 913 from continuingoperations Non-GAAPearnings (loss)per share fromcontinuingoperations:Basic (0.24 ) (0.23 ) (0.03 ) (0.05 ) (0.55 ) 0.01

Diluted (0.24 ) (0.23 ) (0.03 ) (0.05 ) (0.55 ) 0.01

Basic weighted 68,906 67,684 67,473 66,977 67,760 65,570 average sharesDiluted 68,906 67,684 67,473 66,977 67,760 67,337 weightedaverage shares Some totals maynot add due torounding

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are notmeant to be considered in isolation or as a substitute for comparable GAAPmeasures, and should be read only in conjunction with our condensedconsolidated financial statements prepared in accordance with GAAP. For adetailed explanation of the adjustments made to comparable GAAP measures, thereasons why management uses these measures and the material limitations on theusefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESRECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)(Unaudited)(Dollars in thousands) 06/30/19 09/30/19 12/31/19 03/31/20 FY2020 06/30/20

Expenses:Cost of revenue 36,426 41,460 37,966 36,852 152,704 34,465

Research and 23,722 26,445 27,403 28,411 105,981 26,989 developmentSales and marketing 43,144 45,204 51,993 48,564 188,905 38,627

General and 25,318 27,262 26,107 30,216 108,903 23,368 administrativeGains, losses and 2,276 45 233 2,447 5,001 1,995 other items, net Gross profit: 46,085 48,683 64,251 68,849 227,868 64,972

% Gross margin 55.9 % 54.0 % 62.9 % 65.1 % 59.9 % 65.3 %

Excluded items:Purchased intangible 3,123 5,369 5,369 5,181 19,042 5,306 asset amortization(cost of revenue)Non-cash stock 755 1,060 1,028 926 3,769 775 compensation (cost ofrevenue)Non-cash stockcompensation 4,451 6,346 6,462 6,001 23,260 5,886 (research anddevelopment)Non-cash stock 8,920 9,758 15,670 3,678 38,026 7,123 compensation (salesand marketing)Non-cash stock 4,504 6,190 7,135 6,563 24,392 2,701 compensation (generaland administrative)Accelerated 1,487 1,245 - - 2,732 - depreciation (cost ofrevenue)Accelerated 419 418 - - 837 - depreciation (generaland administrative)Restructuring andmerger charges 2,276 45 233 2,447 5,001 1,995 (gains, losses, andother)Transformation costs - - - - - 3,605 (general andadministrative)Total excluded items 25,935 30,431 35,897 24,796 117,059 27,391

Expenses, excludingitems:Cost of revenue 31,061 33,786 31,569 30,745 127,161 28,384

Research and 19,271 20,099 20,941 22,410 82,721 21,103 developmentSales and marketing 34,224 35,446 36,323 44,886 150,879 31,504

General and 20,395 20,654 18,972 23,653 83,674 17,062 administrativeGains, losses and - - - - - - other items, net Gross profit, 51,450 56,357 70,648 74,956 253,411 71,053 excluding items:% Gross margin 62.4 % 62.5 % 69.1 % 70.9 % 66.6 % 71.5 %

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are notmeant to be considered in isolation or as a substitute for comparable GAAPmeasures, and should be read only in conjunction with our condensedconsolidated financial statements prepared in accordance with GAAP. For adetailed explanation of the adjustments made to comparable GAAP measures, thereasons why management uses these measures, the usefulness of these measuresand the material limitations on the usefulness of these measures, please seeAppendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESRECONCILIATION OF GAAP TO NON-GAAP OPERATING LOSS GUIDANCE (1)(Unaudited)(Dollars in thousands) For the quarter ending September 30, 2020 GAAP loss from operations (39,000 )

Excluded items:Purchased intangible asset amortization 5,000

Non-cash stock compensation 25,000

Restructuring and transformation costs 2,000

Total excluded items 32,000

Non-GAAP loss from operations $ (7,000 )

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are notmeant to be considered in isolation or as a substitute for comparable GAAPmeasures, and should be read only in conjunction with our condensedconsolidated financial statements prepared in accordance with GAAP. For adetailed explanation of the adjustments made to comparable GAAP measures, thereasons why management uses these measures, the usefulness of these easures andthe material limitations on the usefulness of these measures, please seeAppendix A.



APPENDIX A LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES Q1 FISCAL 2021 FINANCIAL RESULTS EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS

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

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

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

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

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

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

Accelerated depreciation: In the prior year we excluded 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 was 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

View source version on businesswire.com: https://www.businesswire.com/news/home/20200810005666/en/

CONTACT: LiveRamp Investor Relations Lauren Dillard Investor.Relations@LiveRamp.com ERAMP