Business Wire | Feb 8, 2021 04:06PM EST

LiveRamp Announces Third Quarter Results

Feb. 08, 2021

SAN FRANCISCO--(BUSINESS WIRE)--Feb. 08, 2021--LiveRamp(r) (NYSE: RAMP), the leading global data connectivity platform, today announced its financial results for the quarter ended December 31, 2020.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210208005836/en/

Third Quarter Financial Highlights

* Total revenue was $120 million, up 17% compared to the prior year period.

* Subscription revenue was $93 million, up 15% compared to the prior year period and contributed 78% of total revenue.

* Marketplace & Other revenue was $26 million, up 27% compared to the prior year period.

* GAAP gross profit was $83 million, up 29% compared to the prior year period. GAAP gross margin of 69% expanded 6 percentage points. Non-GAAP gross profit was $88 million, up 24% compared to the prior year period. Non-GAAP gross margin of 73% expanded 4 percentage points.

* GAAP operating loss was $16 million compared to a GAAP operating loss of $41 million in the prior year period. Non-GAAP operating income was $12 million compared to a non-GAAP operating loss of $6 million in the prior year period.

* GAAP loss per share was $0.18, and non-GAAP earnings per share was $0.14.

* Net cash generated from operating activities was $15 million compared to net cash generated from operating activities of $16 million in the prior year period.

* Cash and cash equivalents totaled $663 million with no debt at quarter end.

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

"With LiveRamp, brands don't have to compromise data security and privacy for data utility - they can have both," said LiveRamp CEO Scott Howe. "The past quarter has really validated the important role we play in helping our customers and partners safely and securely use data to deliver better customer experiences and ultimately drive growth across their enterprises. The explosive global adoption of our Authenticated Traffic Solution (or ATS) and new innovation like Safe Haven demonstrate the value we are creating for our customers."

"Our record Q3 performance highlights the strength and leverage of our model," added LiveRamp President and CFO Warren Jenson. "We delivered our first double-digit non-GAAP operating margin in the Company's history, and we were again cash flow positive. We now expect to be profitable on a non-GAAP basis for the full year."

GAAP and Non-GAAP Results

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

Q3 Fiscal 2021 Q3 Fiscal 2020

Results Results

GAAP Non-GAAP GAAP Non-GAAP

Subscription revenue $93 - $82 -

YoY change % 15% 25%

Marketplace & other revenue $26 - $21 -

YoY change % 27% 38%

Total revenue $120 - $102 -

YoY change % 17% 28%



Gross profit $83 $88 $64 $71

% Gross margin 69% 73% 63% 69%

YoY change, pts 6 pts 4 pts 6 pts 5 pts



Operating income (loss) ($16) $12 ($41) ($6)

% Operating margin (13%) 10% (41%) (5%)

YoY change, pts 27 pts 16 pts 20 pts 8 pts



Net income (loss) ($12) $10 ($38) ($2)

YoY change % nm nm nm nm

Earnings (loss) per share ($0.18) $0.14 ($0.56) ($0.03)

YoY change % nm nm nm nm



Shares to Calculate EPS 66.5 69.8 67.5 67.5

YoY change % (1%) (0%) (0%) (0%)

Net operating cash flow $15 - $16 -

YoY change % (7%) - nm

Free cash flow to equity - $14 - $13

YoY change % - 8% - 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

* The Authenticated Traffic Solution (ATS), continues to experience strong global adoption. There are currently more than 25 supply-side platforms (SSPs) live or committed to implementing ATS. In addition, there are over 45 demand-side platforms (DSPs) live or committed to bid on the LiveRamp identifier, including The Trade Desk, Amobee, Criteo, dataxu, and MediaMath. Lastly, to date, more than 325 publishers globally have adopted ATS, including 65% of the U.S. Comscore 50.

* During the third quarter, subscription net retention was 105% and platform net retention was 110%.

* Current remaining performance obligations (RPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $231 million, up 15% compared to the third quarter of last year.

* LiveRamp has 65 clients whose subscription contracts exceed $1 million in annual revenue, up 30% compared to the prior year period.

* LiveRamp's direct subscription customer count at quarter end was 810, up from 770 a year ago.

* In a separate press release issued today, LiveRamp announced it has entered into a definitive agreement to acquire DataFleets, a cloud data platform that enables data silos to be unified without moving data or compromising privacy. To learn more about LiveRamp's acquisition of DataFleets, please see the full blog post here.

Financial Outlook

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 fourth quarter of fiscal 2021, LiveRamp expects to report:

* Revenue of approximately $116 million, an increase of approximately 10% year-over-year * GAAP operating loss of approximately $31 million * Non-GAAP operating income of up to $1 million

For fiscal 2021, LiveRamp expects to report:

* Revenue of approximately $440 million, an increase of approximately 16% year-over-year * GAAP operating loss of approximately $101 million * Non-GAAP operating income of up to $16 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?, IdentityLinkTM, 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 SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)(Dollars in thousands, except per share amounts) For the Three Months Ended December 31, $ % 2020 2019 Variance Variance

Revenues 119,753 102,217 17,536 17.2 %

Cost of revenue 37,085 37,966 (881 ) (2.3 %)

Gross profit 82,668 64,251 18,417 28.7 %

% Gross margin 69.0% 62.9 %

Operating expenses:Research and development 30,608 27,403 3,205 11.7 %

Sales and marketing 43,904 51,993 (8,089 ) (15.6 %)

General and administrative 23,943 26,107 (2,164 ) (8.3 %)

Gains, losses and other items, net (6) 233 (239 ) (102.6 %)

Total operating expenses 98,449 105,736 (7,287 ) (6.9 %)

Loss from operations (15,781) (41,485 ) 25,704 62.0 %

% Margin -13.2% -40.6 %

Total other income (expense) (86) 3,158 (3,244 ) (102.7 %)

Loss from operations before income (15,867) (38,327 ) 22,460 58.6 %taxes Income taxes (benefit) (4,142) (287 ) (3,855 ) (1343.2 %)

Net loss (11,725) (38,040 ) 26,315 69.2 %

Basic loss per share (0.18) (0.56 ) 0.39 68.7 %

Diluted loss per share: (0.18) (0.56 ) 0.39 68.7 %

Basic weighted average shares 66,523 67,473

Diluted weighted average shares 66,523 67,473

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)(Dollars in thousands, except per share amounts)For the Nine Months EndedDecember 31,$%2020

2019

VarianceVarianceRevenues323,851

274,871

48,980

17.8

%

Cost of revenue106,447

115,852

(9,405

)

(8.1

%)

Gross profit217,404

159,019

58,385

36.7

%

% Gross margin67.1

%

57.9

%

Operating expenses:Research and development88,632

77,570

11,062

14.3

%

Sales and marketing124,236

140,341

(16,105

)

(11.5

%)

General and administrative71,806

78,687

(6,881

)

(8.7

%)

Gains, losses and other items, net1,370

2,554

(1,184

)

(46.4

%)

Total operating expenses286,044

299,152

(13,108

)

(4.4

%)

Loss from operations(68,640

)

(140,133

)

71,493

51.0

%

% Margin-21.2

%

-51.0

%

Total other income152

13,820

(13,668

)

(98.9

%)

Loss from operations before income taxes(68,488

)

(126,313

)

57,825

45.8

%

Income taxes (benefit)(11,067

)

(5,931

)

(5,136

)

(86.6

%)

Net loss(57,421

)

(120,382

)

62,961

52.3

%

Basic loss per share(0.87

)

(1.77

)

0.90

50.9

%

Diluted loss per share:(0.87

)

(1.77

)

0.90

50.9

%

Basic weighted average shares66,034

68,021

Diluted weighted average shares66,034

68,021

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)(Dollars in thousands, except per share amounts) For the Nine Months Ended December 31, $ % 2020 2019 Variance Variance

Revenues 323,851 274,871 48,980 17.8 %

Cost of revenue 106,447 115,852 (9,405 ) (8.1 %)

Gross profit 217,404 159,019 58,385 36.7 %

% Gross margin 67.1 % 57.9 %

Operating expenses:Research and development 88,632 77,570 11,062 14.3 %

Sales and marketing 124,236 140,341 (16,105 ) (11.5 %)

General and administrative 71,806 78,687 (6,881 ) (8.7 %)

Gains, losses and other items, net 1,370 2,554 (1,184 ) (46.4 %)

Total operating expenses 286,044 299,152 (13,108 ) (4.4 %)

Loss from operations (68,640 ) (140,133 ) 71,493 51.0 %

% Margin -21.2 % -51.0 %

Total other income 152 13,820 (13,668 ) (98.9 %)

Loss from operations before income (68,488 ) (126,313 ) 57,825 45.8 %taxes Income taxes (benefit) (11,067 ) (5,931 ) (5,136 ) (86.6 %)

Net loss (57,421 ) (120,382 ) 62,961 52.3 %

Basic loss per share (0.87 ) (1.77 ) 0.90 50.9 %

Diluted loss per share: (0.87 ) (1.77 ) 0.90 50.9 %

Basic weighted average shares 66,034 68,021

Diluted weighted average shares 66,034 68,021

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESRECONCILIATION OF GAAP TO NON-GAAP EPS (1)(Unaudited)(Dollars in thousands, except per share amounts)For the Three Months EndedFor the Nine Months EndedDecember 31,December 31,2020

2019

2020

2019

Loss from operations before income taxes(15,867

)

(38,327

)

(68,488

)

(126,313

)

Income taxes (benefit)(4,142

)

(287

)

(11,067

)

(5,931

)

Net loss(11,725

)

(38,040

)

(57,421

)

(120,382

)

Loss per share:Basic(0.18

)

(0.56

)

(0.87

)

(1.77

)

Diluted(0.18

)

(0.56

)

(0.87

)

(1.77

)

Excluded items:Purchased intangible asset amortization (cost of revenue)4,213

5,369

13,869

13,861

Non-cash stock compensation (cost of revenue and operating expenses)23,894

30,295

64,583

72,279

Accelerated depreciation (cost of revenue and operating expenses)-

-

-

3,569

Transformation costs (general and administrative)-

-

3,863

-

Restructuring and merger charges (gains, losses, and other)(6

)

233

1,370

2,554

Total excluded items28,101

35,897

83,685

92,263

Income (loss) from operations before income taxesand excluding items12,234

(2,430

)

15,197

(34,050

)

Income taxes (benefit) (2)2,347

(227

)

1,990

(253

)

Non-GAAP net earnings (loss)9,887

(2,203

)

13,207

(33,797

)

Non-GAAP earnings (loss) per share:Basic0.15

(0.03

)

0.20

(0.50

)

Diluted0.14

(0.03

)

0.19

(0.50

)

Basic weighted average shares66,523

67,473

66,034

68,021

Diluted weighted average shares69,775

67,473

68,639

68,021

(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 SUBSIDIARIESRECONCILIATION 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, 2020 2019 2020 2019

Loss from (15,867 ) (38,327 ) (68,488 ) (126,313 )operations beforeincome taxes Income taxes (4,142 ) (287 ) (11,067 ) (5,931 )(benefit) Net loss (11,725 ) (38,040 ) (57,421 ) (120,382 )

Loss per share:Basic (0.18 ) (0.56 ) (0.87 ) (1.77 )

Diluted (0.18 ) (0.56 ) (0.87 ) (1.77 )

Excluded items:Purchasedintangible asset 4,213 5,369 13,869 13,861 amortization(cost of revenue)Non-cash stockcompensation 23,894 30,295 64,583 72,279 (cost of revenueand operatingexpenses)Accelerateddepreciation - - - 3,569 (cost of revenueand operatingexpenses)Transformationcosts (general - - 3,863 - andadministrative)Restructuring andmerger charges (6 ) 233 1,370 2,554 (gains, losses,and other) Total excluded 28,101 35,897 83,685 92,263 items Income (loss)from operationsbefore incometaxesand excluding 12,234 (2,430 ) 15,197 (34,050 )items Income taxes 2,347 (227 ) 1,990 (253 )(benefit) (2) Non-GAAP net 9,887 (2,203 ) 13,207 (33,797 )earnings (loss) Non-GAAP earnings(loss) per share:Basic 0.15 (0.03 ) 0.20 (0.50 )

Diluted 0.14 (0.03 ) 0.19 (0.50 )

Basic weighted 66,523 67,473 66,034 68,021 average shares Diluted weighted 69,775 67,473 68,639 68,021 average shares (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 by applying the estimated annual effective taxrate to year-to-date pretax income or loss and adjusting for discrete tax itemsin the period. The differences between our GAAP and non-GAAP effective taxrates were primarily due to the net tax effects of the excluded items, coupledwith larger pre-tax losses for GAAP purposes versus smaller pre-tax losses orincome for non-GAAP purposes.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESRECONCILIATION OF GAAP TO NON-GAAP INCOME (LOSS) FROM OPERATIONS (1)(Unaudited)(Dollars in thousands)For the Three Months EndedFor the Nine Months EndedDecember 31,December 31,2020

2019

2020

2019

Loss from operations(15,781

)

(41,485

)

(68,640

)

(140,133

)

Excluded items:Purchased intangible asset amortization (cost of revenue)4,213

5,369

13,869

13,861

Non-cash stock compensation (cost of revenue and operating expenses)23,894

30,295

64,583

72,279

Accelerated depreciation (cost of revenue and operating expenses)-

-

-

3,569

Transformation costs (general and administrative)-

-

3,863

-

Restructuring and merger charges (gains, losses, and other)(6

)

233

1,370

2,554

Total excluded items28,101

35,897

83,685

92,263

Income (loss) from operations before excluded items12,320

(5,588

)

15,045

(47,870

)

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

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESRECONCILIATION 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, 2020 2019 2020 2019

Loss from (15,781 ) (41,485 ) (68,640 ) (140,133 )operations Excluded items:Purchasedintangible asset 4,213 5,369 13,869 13,861 amortization(cost ofrevenue)Non-cash stockcompensation 23,894 30,295 64,583 72,279 (cost of revenueand operatingexpenses)Accelerateddepreciation - - - 3,569 (cost of revenueand operatingexpenses)Transformationcosts (general - - 3,863 - andadministrative)Restructuringand merger (6 ) 233 1,370 2,554 charges (gains,losses, andother) Total excluded 28,101 35,897 83,685 92,263 items Income (loss)from operations 12,320 (5,588 ) 15,045 (47,870 )before excludeditems (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 EndedFor the Nine Months EndedDecember 31,December 31,2020

2019

2020

2019

Net loss(11,725

)

(38,040

)

(57,421

)

(120,382

)

Income taxes (benefit)(4,142

)

(287

)

(11,067

)

(5,931

)

Other expense (income)86

(3,158

)

(152

)

(13,820

)

Loss from operations(15,781

)

(41,485

)

(68,640

)

(140,133

)

Depreciation and amortization6,509

8,104

21,464

27,958

EBITDA(9,272

)

(33,381

)

(47,176

)

(112,175

)

Other adjustments:Non-cash stock compensation (cost of revenue and operating expenses)23,894

30,295

64,583

72,279

Transformation costs (general and administrative)-

-

3,863

-

Restructuring and merger charges (gains, losses, and other)(6

)

233

1,370

2,554

Other adjustments23,888

30,528

69,816

74,833

Adjusted EBITDA14,616

(2,853

)

22,640

(37,342

)

(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 SUBSIDIARIESRECONCILIATION OF ADJUSTED EBITDA (1)(Unaudited)(Dollars in thousands) For the Three Months Ended For the Nine Months Ended December 31, December 31, 2020 2019 2020 2019

Net loss (11,725 ) (38,040 ) (57,421 ) (120,382 )

Income taxes (4,142 ) (287 ) (11,067 ) (5,931 )(benefit) Other expense 86 (3,158 ) (152 ) (13,820 )(income) Loss from (15,781 ) (41,485 ) (68,640 ) (140,133 )operations Depreciation and 6,509 8,104 21,464 27,958 amortization EBITDA (9,272 ) (33,381 ) (47,176 ) (112,175 )

Otheradjustments:Non-cash stockcompensation 23,894 30,295 64,583 72,279 (cost of revenueand operatingexpenses)Transformationcosts (general - - 3,863 - andadministrative)Restructuring andmerger charges (6 ) 233 1,370 2,554 (gains, losses,and other) Other adjustments 23,888 30,528 69,816 74,833

Adjusted EBITDA 14,616 (2,853 ) 22,640 (37,342 )

(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)December 31,

March 31,

$%2020

2020

VarianceVariance(unaudited)AssetsCurrent assets:Cash and cash equivalents663,401

717,811

(54,410

)

(7.6

%)

Restricted cash-

14,815

(14,815

)

n/a

Trade accounts receivable, net115,858

92,761

23,097

24.9

%

Refundable income taxes47,709

38,340

9,369

24.4

%

Other current assets31,685

32,666

(981

)

(3.0

%)

Total current assets858,653

896,393

(37,740

)

(4.2

%)

Property and equipment44,076

44,786

(710

)

(1.6

%)

Less - accumulated depreciation and amortization30,555

25,465

5,090

20.0

%

Property and equipment, net13,521

19,321

(5,800

)

(30.0

%)

Intangible assets, net32,577

45,200

(12,623

)

(27.9

%)

Goodwill301,321

297,796

3,525

1.2

%

Deferred commissions, net21,096

16,014

5,082

31.7

%

Other assets, net32,332

27,165

5,167

19.0

%

1,259,500

1,301,889

(42,389

)

(3.3

%)

Liabilities and Stockholders' EquityCurrent liabilities:Trade accounts payable44,464

42,204

2,260

5.4

%

Accrued payroll and related expenses28,599

28,791

(192

)

(0.7

%)

Other accrued expenses72,480

68,991

3,489

5.1

%

Acquisition escrow payable-

14,815

(14,815

)

n/a

Deferred revenue11,789

6,581

5,208

79.1

%

Total current liabilities157,332

161,382

(4,050

)

(2.5

%)

Other liabilities43,667

52,995

(9,328

)

(17.6

%)

Stockholders' equity:Preferred stock-

-

-

n/a

Common stock14,647

14,394

253

1.8

%

Additional paid-in capital1,574,347

1,496,565

77,782

5.2

%

Retained earnings1,487,673

1,545,094

(57,421

)

(3.7

%)

Accumulated other comprehensive income7,814

5,745

2,069

36.0

%

Treasury stock, at cost(2,025,980

)

(1,974,286

)

(51,694

)

(2.6

%)

Total stockholders' equity1,058,501

1,087,512

(29,011

)

(2.7

%)

1,259,500

1,301,889

(42,389

)

(3.3

%)

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(Dollars in thousands) December 31, March 31, $ %

2020 2020 Variance Variance

(unaudited)AssetsCurrent assets:Cash and cash equivalents 663,401 717,811 (54,410 ) (7.6 %)

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

Trade accounts receivable, net 115,858 92,761 23,097 24.9 %

Refundable income taxes 47,709 38,340 9,369 24.4 %

Other current assets 31,685 32,666 (981 ) (3.0 %)

Total current assets 858,653 896,393 (37,740 ) (4.2 %)

Property and equipment 44,076 44,786 (710 ) (1.6 %)

Less - accumulated depreciation 30,555 25,465 5,090 20.0 %and amortization Property and equipment, net 13,521 19,321 (5,800 ) (30.0 %)

Intangible assets, net 32,577 45,200 (12,623 ) (27.9 %)

Goodwill 301,321 297,796 3,525 1.2 %

Deferred commissions, net 21,096 16,014 5,082 31.7 %

Other assets, net 32,332 27,165 5,167 19.0 %

1,259,500 1,301,889 (42,389 ) (3.3 %)

Liabilities and Stockholders'EquityCurrent liabilities:Trade accounts payable 44,464 42,204 2,260 5.4 %

Accrued payroll and related 28,599 28,791 (192 ) (0.7 %)expensesOther accrued expenses 72,480 68,991 3,489 5.1 %

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

Deferred revenue 11,789 6,581 5,208 79.1 %

Total current liabilities 157,332 161,382 (4,050 ) (2.5 %)

Other liabilities 43,667 52,995 (9,328 ) (17.6 %)

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

Common stock 14,647 14,394 253 1.8 %

Additional paid-in capital 1,574,347 1,496,565 77,782 5.2 %

Retained earnings 1,487,673 1,545,094 (57,421 ) (3.7 %)

Accumulated other comprehensive 7,814 5,745 2,069 36.0 %incomeTreasury stock, at cost (2,025,980 ) (1,974,286 ) (51,694 ) (2.6 %)

Total stockholders' equity 1,058,501 1,087,512 (29,011 ) (2.7 %)

1,259,500 1,301,889 (42,389 ) (3.3 %)

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

December 31,2020

2019

Cash flows from operating activities:Net loss(11,725

)

(38,040

)

Non-cash operating activities:Depreciation and amortization6,509

8,104

Loss (gain) on disposal or impairment of assets1

-

Provision for doubtful accounts824

1,253

Deferred income taxes485

6,548

Non-cash stock compensation expense23,894

30,295

Changes in operating assets and liabilities:Accounts receivable(17,062

)

(593

)

Deferred commissions(1,637

)

(2,104

)

Other assets(192

)

6,301

Accounts payable and other liabilities13,824

9,776

Income taxes(5,399

)

(5,634

)

Deferred revenue5,168

(102

)

Net cash provided by operating activities14,690

15,804

Cash flows from investing activities:Capital expenditures(678

)

(2,773

)

Purchases of investments(3,000

)

-

Purchases of strategic investments(327

)

-

Cash paid in acquisition, net of cash received(14,815

)

-

Net cash used in investing activities(18,820

)

(2,773

)

Cash flows from financing activities:Proceeds related to the issuance of common stock under stock and employee benefit plans5,115

1,313

Shares repurchased for tax withholdings upon vesting of stock-based awards(3,627

)

(4,150

)

Acquisition of treasury stock-

(20,715

)

Net cash provided by (used in) financing activities1,488

(23,552

)

Effect of exchange rate changes on cash537

278

Net change in cash, cash equivalents, and restricted cash(2,105

)

(10,243

)

Cash, cash equivalents, and restricted cash at beginning of period665,506

792,258

Cash, cash equivalents, and restricted cash at end of period663,401

782,015

Supplemental cash flow information:Cash paid during the period for:Income taxes771

19

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

December 31, 2020 2019

Cash flows from operating activities:Net loss (11,725 ) (38,040 )

Non-cash operating activities:Depreciation and amortization 6,509 8,104

Loss (gain) on disposal or impairment of assets 1 -

Provision for doubtful accounts 824 1,253

Deferred income taxes 485 6,548

Non-cash stock compensation expense 23,894 30,295

Changes in operating assets and liabilities:Accounts receivable (17,062 ) (593 )

Deferred commissions (1,637 ) (2,104 )

Other assets (192 ) 6,301

Accounts payable and other liabilities 13,824 9,776

Income taxes (5,399 ) (5,634 )

Deferred revenue 5,168 (102 )

Net cash provided by operating activities 14,690 15,804

Cash flows from investing activities:Capital expenditures (678 ) (2,773 )

Purchases of investments (3,000 ) -

Purchases of strategic investments (327 ) -

Cash paid in acquisition, net of cash received (14,815 ) -

Net cash used in investing activities (18,820 ) (2,773 )

Cash flows from financing activities:Proceeds related to the issuance of common stock under 5,115 1,313 stock and employee benefit plansShares repurchased for tax withholdings upon vesting of (3,627 ) (4,150 )stock-based awardsAcquisition of treasury stock - (20,715 )

Net cash provided by (used in) financing activities 1,488 (23,552 )

Effect of exchange rate changes on cash 537 278

Net change in cash, cash equivalents, and restricted cash (2,105 ) (10,243 )

Cash, cash equivalents, and restricted cash at beginning of 665,506 792,258 periodCash, cash equivalents, and restricted cash at end of 663,401 782,015 period Supplemental cash flow information:Cash paid during the period for:Income taxes 771 19

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(Dollars in thousands)For the Nine Months EndedDecember 31,2020

2019

Cash flows from operating activities:Net loss(57,421

)

(120,382

)

Non-cash operating activities:Depreciation and amortization21,464

27,958

Loss (gain) on disposal or impairment of assets334

(140

)

Provision for doubtful accounts3,346

3,683

Deferred income taxes-

1,465

Non-cash stock compensation expense64,583

72,279

Changes in operating assets and liabilities:Accounts receivable(26,646

)

(11,851

)

Deferred commissions(5,082

)

(2,710

)

Other assets7,511

2,404

Accounts payable and other liabilities(6,847

)

12,597

Income taxes(8,982

)

(13,423

)

Deferred revenue5,067

(235

)

Net cash used in operating activities(2,673

)

(28,355

)

Cash flows from investing activities:Capital expenditures(1,806

)

(10,302

)

Proceeds from sales of property and equipment-

517

Purchases of investments(3,000

)

-

Purchases of strategic investments(2,200

)

-

Cash paid in acquisition, net of cash received(17,748

)

(105,365

)

Net cash used in investing activities(24,754

)

(115,150

)

Cash flows from financing activities:Proceeds related to the issuance of common stock under stock and employee benefit plans8,676

3,405

Shares repurchased for tax withholdings upon vesting of stock-based awards(9,382

)

(18,057

)

Acquisition of treasury stock(42,312

)

(121,188

)

Net cash used in financing activities(43,018

)

(135,840

)

Effect of exchange rate changes on cash1,220

(113

)

Net change in cash, cash equivalents, and restricted cash(69,225

)

(279,458

)

Cash, cash equivalents, and restricted cash at beginning of period732,626

1,061,473

Cash, cash equivalents, and restricted cash at end of period663,401

782,015

Supplemental cash flow information:Cash paid (received) during the period for:Income taxes(2,092

)

6,171

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(Dollars in thousands) For the Nine Months Ended December 31, 2020 2019

Cash flows from operating activities:Net loss (57,421 ) (120,382 )

Non-cash operating activities:Depreciation and amortization 21,464 27,958

Loss (gain) on disposal or impairment of assets 334 (140 )

Provision for doubtful accounts 3,346 3,683

Deferred income taxes - 1,465

Non-cash stock compensation expense 64,583 72,279

Changes in operating assets and liabilities:Accounts receivable (26,646 ) (11,851 )

Deferred commissions (5,082 ) (2,710 )

Other assets 7,511 2,404

Accounts payable and other liabilities (6,847 ) 12,597

Income taxes (8,982 ) (13,423 )

Deferred revenue 5,067 (235 )

Net cash used in operating activities (2,673 ) (28,355 )

Cash flows from investing activities:Capital expenditures (1,806 ) (10,302 )

Proceeds from sales of property and equipment - 517

Purchases of investments (3,000 ) -

Purchases of strategic investments (2,200 ) -

Cash paid in acquisition, net of cash received (17,748 ) (105,365 )

Net cash used in investing activities (24,754 ) (115,150 )

Cash flows from financing activities:Proceeds related to the issuance of common stock under 8,676 3,405 stock and employee benefit plansShares repurchased for tax withholdings upon vesting of (9,382 ) (18,057 )stock-based awardsAcquisition of treasury stock (42,312 ) (121,188 )

Net cash used in financing activities (43,018 ) (135,840 )

Effect of exchange rate changes on cash 1,220 (113 )

Net change in cash, cash equivalents, and restricted (69,225 ) (279,458 )cashCash, cash equivalents, and restricted cash at beginning 732,626 1,061,473 of periodCash, cash equivalents, and restricted cash at end of 663,401 782,015 period Supplemental cash flow information:Cash paid (received) during the period for:Income taxes (2,092 ) 6,171

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESCALCULATION OF FREE CASH FLOW TO EQUITY (1)(Unaudited)(Dollars in thousands)06/30/1909/30/1912/31/1903/31/20FY202006/30/2009/30/2012/31/20FY2021Net Cash Provided by (Used in) Operating Activities(15,408

)

(28,751

)

15,804

(220

)

(28,575

)

(23,612

)

6,249

14,690

(2,673

)

Less:Capital expenditures(4,888

)

(2,641

)

(2,773

)

(1,409

)

(11,711

)

(832

)

(296

)

(678

)

(1,806

)

Free Cash Flow to Equity(20,296

)

(31,392

)

13,031

(1,629

)

(40,286

)

(24,444

)

5,953

14,012

(4,479

)

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

LIVERAMP HOLDINGS, INC. AND 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 09/30/ 12/31/20 FY2021 20 Net Cash Providedby (Used in) (15,408 ) (28,751 ) 15,804 (220 ) (28,575 ) (23,612 ) 6,249 14,690 (2,673 )OperatingActivities Less: Capital (4,888 ) (2,641 ) (2,773 ) (1,409 ) (11,711 ) (832 ) (296 ) (678 ) (1,806 ) expenditures Free Cash Flow to (20,296 ) (31,392 ) 13,031 (1,629 ) (40,286 ) (24,444 ) 5,953 14,012 (4,479 )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)Q3 FY21 to Q3 FY2006/30/1909/30/1912/31/1903/31/20FY202006/30/2009/30/2012/31/20FY2021%$Revenues82,511

90,143

102,217

105,701

380,572

99,437

104,661

119,753

323,851

17.2

%

17,536

Cost of revenue36,426

41,460

37,966

36,852

152,704

34,465

34,897

37,085

106,447

(2.3

%)

(881

)

Gross profit46,085

48,683

64,251

68,849

227,868

64,972

69,764

82,668

217,404

28.7

%

18,417

% Gross margin55.9

%

54.0

%

62.9

%

65.1

%

59.9

%

65.3

%

66.7

%

69.0

%

67.1

%

Operating expensesResearch and development23,722

26,445

27,403

28,411

105,981

26,989

31,035

30,608

88,632

11.7

%

3,205

Sales and marketing43,144

45,204

51,993

48,564

188,905

38,627

41,705

43,904

124,236

(15.6

%)

(8,089

)

General and administrative25,318

27,262

26,107

30,216

108,903

23,368

24,495

23,943

71,806

(8.3

%)

(2,164

)

Gains, losses and other items, net2,276

45

233

2,447

5,001

1,995

(619

)

(6

)

1,370

(102.6

%)

(239

)

Total operating expenses94,460

98,956

105,736

109,638

408,790

90,979

96,616

98,449

286,044

(6.9

%)

(7,287

)

Loss from operations(48,375

)

(50,273

)

(41,485

)

(40,789

)

(180,922

)

(26,007

)

(26,852

)

(15,781

)

(68,640

)

62.0

%

25,704

% Margin-58.6

%

-55.8

%

-40.6

%

-38.6

%

-47.5

%

-26.2

%

-25.7

%

-13.2

%

-21.2

%

Total other income (expense)5,882

4,780

3,158

1,565

15,385

463

(225

)

(86

)

152

(102.7

%)

(3,244

)

Loss from continuing operations before income taxes(42,493

)

(45,493

)

(38,327

)

(39,224

)

(165,537

)

(25,544

)

(27,077

)

(15,867

)

(68,488

)

58.6

%

22,460

Income taxes (benefit)(353

)

(5,291

)

(287

)

(34,345

)

(40,276

)

(3,816

)

(3,109

)

(4,142

)

(11,067

)

(1343.2

%)

(3,855

)

Net loss from continuing operations(42,140

)

(40,202

)

(38,040

)

(4,879

)

(125,261

)

(21,728

)

(23,968

)

(11,725

)

(57,421

)

69.2

%

26,315

Earnings from discontinued operations, net of tax-

-

-

750

750

-

-

-

-

n/a

-

Net loss(42,140

)

(40,202

)

(38,040

)

(4,129

)

(124,511

)

(21,728

)

(23,968

)

(11,725

)

(57,421

)

69.2

%

26,315

Diluted loss per share(0.61

)

(0.59

)

(0.56

)

(0.06

)

(1.84

)

(0.33

)

(0.36

)

(0.18

)

(0.87

)

68.7

%

0.39

Diluted loss per share continuing operations(0.61

)

(0.59

)

(0.56

)

(0.07

)

(1.85

)

(0.33

)

(0.36

)

(0.18

)

(0.87

)

68.7

%

0.39

Some loss per share amounts may not add due to rounding.Basic shares68,906

67,684

67,473

66,977

67,760

65,570

66,010

66,523

66,034

Diluted shares68,906

67,684

67,473

66,977

67,760

65,570

66,010

66,523

66,034

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)(Dollars in thousands, except per share amounts) Q3 FY21 to Q3 FY20 06/30/19 09/30/19 12/31/19 03/31/20 FY2020 06/30/20 09/30/20 12/31/20 FY2021 % $ Revenues 82,511 90,143 102,217 105,701 380,572 99,437 104,661 119,753 323,851 17.2 % 17,536

Cost of 36,426 41,460 37,966 36,852 152,704 34,465 34,897 37,085 106,447 (2.3 %) (881 ) revenue Gross profit 46,085 48,683 64,251 68,849 227,868 64,972 69,764 82,668 217,404 28.7 % 18,417

% Gross margin 55.9 % 54.0 % 62.9 % 65.1 % 59.9 % 65.3 % 66.7 % 69.0 % 67.1 %

Operating expenses Research and 23,722 26,445 27,403 28,411 105,981 26,989 31,035 30,608 88,632 11.7 % 3,205 development Sales and 43,144 45,204 51,993 48,564 188,905 38,627 41,705 43,904 124,236 (15.6 %) (8,089 ) marketing General and 25,318 27,262 26,107 30,216 108,903 23,368 24,495 23,943 71,806 (8.3 %) (2,164 ) administrative Gains, losses 2,276 45 233 2,447 5,001 1,995 (619 ) (6 ) 1,370 (102.6 %) (239 ) and other items, net Total 94,460 98,956 105,736 109,638 408,790 90,979 96,616 98,449 286,044 (6.9 %) (7,287 ) operating expenses Loss from (48,375 ) (50,273 ) (41,485 ) (40,789 ) (180,922 ) (26,007 ) (26,852 ) (15,781 ) (68,640 ) 62.0 % 25,704 operations % Margin -58.6 % -55.8 % -40.6 % -38.6 % -47.5 % -26.2 % -25.7 % -13.2 % -21.2 %

Total other 5,882 4,780 3,158 1,565 15,385 463 (225 ) (86 ) 152 (102.7 %) (3,244 ) income (expense) Loss from continuing (42,493 ) (45,493 ) (38,327 ) (39,224 ) (165,537 ) (25,544 ) (27,077 ) (15,867 ) (68,488 ) 58.6 % 22,460 operations before income taxes Income taxes (353 ) (5,291 ) (287 ) (34,345 ) (40,276 ) (3,816 ) (3,109 ) (4,142 ) (11,067 ) (1343.2 %) (3,855 ) (benefit) Net loss from (42,140 ) (40,202 ) (38,040 ) (4,879 ) (125,261 ) (21,728 ) (23,968 ) (11,725 ) (57,421 ) 69.2 % 26,315 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 ) (23,968 ) (11,725 ) (57,421 ) 69.2 % 26,315

Diluted loss (0.61 ) (0.59 ) (0.56 ) (0.06 ) (1.84 ) (0.33 ) (0.36 ) (0.18 ) (0.87 ) 68.7 % 0.39 per share Diluted loss per share (0.61 ) (0.59 ) (0.56 ) (0.07 ) (1.85 ) (0.33 ) (0.36 ) (0.18 ) (0.87 ) 68.7 % 0.39 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 66,010 66,523 66,034

Diluted shares 68,906 67,684 67,473 66,977 67,760 65,570 66,010 66,523 66,034

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIESRECONCILIATION OF GAAP TO NON-GAAP EPS (1)(Unaudited)(Dollars in thousands, except per share amounts)06/30/1909/30/1912/31/1903/31/20FY202006/30/2009/30/2012/31/20FY2021Loss from continuing operations before income taxes(42,493

)

(45,493

)

(38,327

)

(39,224

)

(165,537

)

(25,544

)

(27,077

)

(15,867

)

(68,488

)

Income taxes (benefit)(353

)

(5,291

)

(287

)

(34,345

)

(40,276

)

(3,816

)

(3,109

)

(4,142

)

(11,067

)

Net loss from continuing operations(42,140

)

(40,202

)

(38,040

)

(4,879

)

(125,261

)

(21,728

)

(23,968

)

(11,725

)

(57,421

)

Earnings from discontinued operations, net of tax-

-

-

750

750

-

-

-

-

Net loss(42,140

)

(40,202

)

(38,040

)

(4,129

)

(124,511

)

(21,728

)

(23,968

)

(11,725

)

(57,421

)

Loss per share:Basic(0.61

)

(0.59

)

(0.56

)

(0.06

)

(1.84

)

(0.33

)

(0.36

)

(0.18

)

(0.87

)

Diluted(0.61

)

(0.59

)

(0.56

)

(0.06

)

(1.84

)

(0.33

)

(0.36

)

(0.18

)

(0.87

)

Excluded items:Purchased intangible asset amortization (cost of revenue)3,123

5,369

5,369

5,181

19,042

5,306

4,350

4,213

13,869

Non-cash stock compensation (cost of revenue and operating expenses)18,630

23,354

30,295

17,168

89,447

16,485

24,204

23,894

64,583

Accelerated depreciation (cost of revenue and operating expenses)1,906

1,663

-

-

3,569

-

-

-

-

Restructuring and merger charges (gains, losses, and other)2,276

45

233

2,447

5,001

1,995

(619

)

(6

)

1,370

Transformation costs (general and administrative)-

-

-

-

-

3,605

258

-

3,863

Total excluded items, continuing operations25,935

30,431

35,897

24,796

117,059

27,391

28,193

28,101

83,685

Income (loss) from continuing operations before income taxesand excluding items(16,558

)

(15,062

)

(2,430

)

(14,428

)

(48,478

)

1,847

1,116

12,234

15,197

Income taxes (benefit)(216

)

190

(227

)

(11,199

)

(11,452

)

934

(1,291

)

2,347

1,990

Non-GAAP net earnings (loss) from continuing operations(16,342

)

(15,252

)

(2,203

)

(3,229

)

(37,026

)

913

2,407

9,887

13,207

Non-GAAP earnings (loss) per share from continuing operations:Basic(0.24

)

(0.23

)

(0.03

)

(0.05

)

(0.55

)

0.01

0.04

0.15

0.20

Diluted(0.24

)

(0.23

)

(0.03

)

(0.05

)

(0.55

)

0.01

0.03

0.14

0.20

Basic weighted average shares68,906

67,684

67,473

66,977

67,760

65,570

66,010

66,523

66,034

Diluted weighted average shares68,906

67,684

67,473

66,977

67,760

67,337

68,804

69,775

68,639

Some totals may not add due to rounding(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND 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 09/30/20 12/31/20 FY2021 Loss fromcontinuing (42,493 ) (45,493 ) (38,327 ) (39,224 ) (165,537 ) (25,544 ) (27,077 ) (15,867 ) (68,488 )operationsbefore incometaxesIncome taxes (353 ) (5,291 ) (287 ) (34,345 ) (40,276 ) (3,816 ) (3,109 ) (4,142 ) (11,067 )(benefit)Net loss from (42,140 ) (40,202 ) (38,040 ) (4,879 ) (125,261 ) (21,728 ) (23,968 ) (11,725 ) (57,421 )continuingoperations Earnings fromdiscontinued - - - 750 750 - - - - operations, netof tax Net loss (42,140 ) (40,202 ) (38,040 ) (4,129 ) (124,511 ) (21,728 ) (23,968 ) (11,725 ) (57,421 )

Loss per share:Basic (0.61 ) (0.59 ) (0.56 ) (0.06 ) (1.84 ) (0.33 ) (0.36 ) (0.18 ) (0.87 )

Diluted (0.61 ) (0.59 ) (0.56 ) (0.06 ) (1.84 ) (0.33 ) (0.36 ) (0.18 ) (0.87 )

Excluded items:Purchasedintangible asset 3,123 5,369 5,369 5,181 19,042 5,306 4,350 4,213 13,869 amortization(cost ofrevenue)Non-cash stockcompensation 18,630 23,354 30,295 17,168 89,447 16,485 24,204 23,894 64,583 (cost of revenueand operatingexpenses)Accelerateddepreciation 1,906 1,663 - - 3,569 - - - - (cost of revenueand operatingexpenses)Restructuringand merger 2,276 45 233 2,447 5,001 1,995 (619 ) (6 ) 1,370 charges (gains,losses, andother)Transformationcosts (general - - - - - 3,605 258 - 3,863 andadministrative)Total excludeditems, 25,935 30,431 35,897 24,796 117,059 27,391 28,193 28,101 83,685 continuingoperations Income (loss)from continuingoperationsbefore incometaxesand excluding (16,558 ) (15,062 ) (2,430 ) (14,428 ) (48,478 ) 1,847 1,116 12,234 15,197 itemsIncome taxes (216 ) 190 (227 ) (11,199 ) (11,452 ) 934 (1,291 ) 2,347 1,990 (benefit)Non-GAAP netearnings (loss) (16,342 ) (15,252 ) (2,203 ) (3,229 ) (37,026 ) 913 2,407 9,887 13,207 from continuingoperations Non-GAAPearnings (loss)per share fromcontinuingoperations:Basic (0.24 ) (0.23 ) (0.03 ) (0.05 ) (0.55 ) 0.01 0.04 0.15 0.20

Diluted (0.24 ) (0.23 ) (0.03 ) (0.05 ) (0.55 ) 0.01 0.03 0.14 0.20

Basic weighted 68,906 67,684 67,473 66,977 67,760 65,570 66,010 66,523 66,034 average sharesDiluted weighted 68,906 67,684 67,473 66,977 67,760 67,337 68,804 69,775 68,639 average 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)06/30/1909/30/1912/31/1903/31/20FY202006/30/2009/30/2012/31/20FY2021Expenses:Cost of revenue36,426

41,460

37,966

36,852

152,704

34,465

34,897

37,085

106,447

Research and development23,722

26,445

27,403

28,411

105,981

26,989

31,035

30,608

88,632

Sales and marketing43,144

45,204

51,993

48,564

188,905

38,627

41,705

43,904

124,236

General and administrative25,318

27,262

26,107

30,216

108,903

23,368

24,495

23,943

71,806

Gains, losses and other items, net2,276

45

233

2,447

5,001

1,995

(619

)

(6

)

1,370

Gross profit:46,085

48,683

64,251

68,849

227,868

64,972

69,764

82,668

217,404

% Gross margin55.9

%

54.0

%

62.9

%

65.1

%

59.9

%

65.3

%

66.7

%

69.0

%

67.1

%

Excluded items:Purchased intangible asset amortization (cost of revenue)3,123

5,369

5,369

5,181

19,042

5,306

4,350

4,213

13,869

Non-cash stock compensation (cost of revenue)755

1,060

1,028

926

3,769

775

913

988

2,676

Non-cash stock compensation (research and development)4,451

6,346

6,462

6,001

23,260

5,886

7,713

7,376

20,975

Non-cash stock compensation (sales and marketing)8,920

9,758

15,670

3,678

38,026

7,123

9,233

9,212

25,568

Non-cash stock compensation (general and administrative)4,504

6,190

7,135

6,563

24,392

2,701

6,345

6,318

15,364

Accelerated depreciation (cost of revenue)1,487

1,245

-

-

2,732

-

-

-

-

Accelerated depreciation (general and administrative)419

418

-

-

837

-

-

-

-

Restructuring and merger charges (gains, losses, and other)2,276

45

233

2,447

5,001

1,995

(619

)

(6

)

1,370

Transformation costs (general and administrative)-

-

-

-

-

3,605

258

-

3,863

Total excluded items25,935

30,431

35,897

24,796

117,059

27,391

28,193

28,101

83,685

Expenses, excluding items:Cost of revenue31,061

33,786

31,569

30,745

127,161

28,384

29,634

31,884

89,902

Research and development19,271

20,099

20,941

22,410

82,721

21,103

23,322

23,232

67,657

Sales and marketing34,224

35,446

36,323

44,886

150,879

31,504

32,472

34,692

98,668

General and administrative20,395

20,654

18,972

23,653

83,674

17,062

17,892

17,625

52,579

Gains, losses and other items, net-

-

-

-

-

-

-

-

-

Gross profit, excluding items:51,450

56,357

70,648

74,956

253,411

71,053

75,027

87,869

233,949

% Gross margin62.4

%

62.5

%

69.1

%

70.9

%

66.6

%

71.5

%

71.7

%

73.4

%

72.2

%

(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 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 09/30/20 12/31/20 FY2021 Expenses:Cost of revenue 36,426 41,460 37,966 36,852 152,704 34,465 34,897 37,085 106,447

Research and 23,722 26,445 27,403 28,411 105,981 26,989 31,035 30,608 88,632 developmentSales and 43,144 45,204 51,993 48,564 188,905 38,627 41,705 43,904 124,236 marketingGeneral and 25,318 27,262 26,107 30,216 108,903 23,368 24,495 23,943 71,806 administrativeGains, losses 2,276 45 233 2,447 5,001 1,995 (619 ) (6 ) 1,370 and otheritems, net Gross profit: 46,085 48,683 64,251 68,849 227,868 64,972 69,764 82,668 217,404

% Gross margin 55.9 % 54.0 % 62.9 % 65.1 % 59.9 % 65.3 % 66.7 % 69.0 % 67.1 %

Excluded items:Purchasedintangibleasset 3,123 5,369 5,369 5,181 19,042 5,306 4,350 4,213 13,869 amortization(cost ofrevenue)Non-cash stockcompensation 755 1,060 1,028 926 3,769 775 913 988 2,676 (cost ofrevenue)Non-cash stockcompensation 4,451 6,346 6,462 6,001 23,260 5,886 7,713 7,376 20,975 (research anddevelopment)Non-cash stockcompensation 8,920 9,758 15,670 3,678 38,026 7,123 9,233 9,212 25,568 (sales andmarketing)Non-cash stockcompensation 4,504 6,190 7,135 6,563 24,392 2,701 6,345 6,318 15,364 (general andadministrative)Accelerateddepreciation 1,487 1,245 - - 2,732 - - - - (cost ofrevenue)Accelerateddepreciation 419 418 - - 837 - - - - (general andadministrative)Restructuringand merger 2,276 45 233 2,447 5,001 1,995 (619 ) (6 ) 1,370 charges (gains,losses, andother)Transformationcosts (general - - - - - 3,605 258 - 3,863 andadministrative)Total excluded 25,935 30,431 35,897 24,796 117,059 27,391 28,193 28,101 83,685 items Expenses,excludingitems:Cost of revenue 31,061 33,786 31,569 30,745 127,161 28,384 29,634 31,884 89,902

Research and 19,271 20,099 20,941 22,410 82,721 21,103 23,322 23,232 67,657 developmentSales and 34,224 35,446 36,323 44,886 150,879 31,504 32,472 34,692 98,668 marketingGeneral and 20,395 20,654 18,972 23,653 83,674 17,062 17,892 17,625 52,579 administrativeGains, losses - - - - - - - - - and otheritems, net Gross profit, 51,450 56,357 70,648 74,956 253,411 71,053 75,027 87,869 233,949 excludingitems:% Gross margin 62.4 % 62.5 % 69.1 % 70.9 % 66.6 % 71.5 % 71.7 % 73.4 % 72.2 %

(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 INCOME (LOSS) GUIDANCE (1)(Unaudited)(Dollars in thousands)For the quarter endingFor the year endingMarch 31, 2021March 31, 2021GAAP loss from operations(31,000

)

(101,000

)

Excluded items:Purchased intangible asset amortization4,000

18,000

Non-cash stock compensation24,000

89,000

Transformation costs-

4,000

Restructuring and merger charges4,000

6,000

Total excluded items32,000

117,000

Non-GAAP income from operations$

1,000

$

16,000

(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 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/20210208005836/en/

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