UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One) 
[X]☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 20182019
 
OR 
[  ]☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ----- to -----
 
Commission file number 0-13163
1-38669
Acxiom CorporationLiveRamp Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
DELAWAREDelaware
(State or Other Jurisdiction of
Incorporation or Organization)
71-058189783-1269307
(I.R.S. Employer
Identification No.)
301 E. Dave Ward Drive225 Bush Street, Seventeenth Floor
Conway, ArkansasSan Francisco, CA
(Address of Principal Executive Offices)
7203294104
(Zip Code)
(501) 342-1000(866) 352-3267
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $.10 Par ValueRAMPNew York Stock Exchange
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes  [X]               No  [ ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
Yes  [X]               No  [ ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 
Large accelerated filer [X]Accelerated filer   [ ]
Non-accelerated filer [ ]Smaller reporting company [ ]☐
(Do not check if a smaller reporting company)Emerging growth company [ ]☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes  [ ]☐               No  [X]
 
The number of shares of common stock, $ 0.10 par value per share, outstanding as of August 6, 20181, 2019 was 77,354,458.67,640,066.



ACXIOM CORPORATION

1

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
INDEXTABLE OF CONTENTS
REPORT ON FORM 10-Q
June 30, 20182019
 
Page No.
Item 1. 
sas of June 30 2018 (Unaudited) , 2019 (Unaudited)
3
4
5
46
for the three months ended June 30, 2018 and 2017 (Unaudited)
5
Condensed Consolidated Statement of Equity
for the three months ended June 30, 2018 (Unaudited)
6
Condensed Consolidated Statements of Cash Flows
7
9
Item 2. 
2724
Item 3. 
4238
Item 4. 
4238
Item 1. 
4339
Item 1A. 
4339
Item 2.
4540
Item 3. 
4640
Item 4. 
4640
Item 5. 
4640
Item 6. 
4741
4842



2

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
ACXIOM CORPORATIONLIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
 June 30,
2018		 March 31,
2018		June 30, 2019March 31, 2019
ASSETS (Unaudited)  
ASSETS (Unaudited) 
Current assets:  
  
Current assets:
Cash and cash equivalents $95,099
 $142,279
Cash and cash equivalents $1,005,477 $1,061,473 
Trade accounts receivable, net 163,767
 167,188
Trade accounts receivable, net 81,061 78,563 
Refundable income taxes 11,761
 9,733
Refundable income taxes 8,753 7,890 
Other current assets 40,167
 41,145
Other current assets 42,917 44,150 
Total current assets 310,794
 360,345
Total current assets 1,138,208 1,192,076 
    
Property and equipment, net of accumulated depreciation and amortization 151,407
 156,533
Property and equipment, net of accumulated depreciation and amortization 24,607 26,043 
Software, net of accumulated amortization 31,719
 34,984
Software, net of accumulated amortization 7,100 6,861 
Goodwill 595,795
 595,995
Goodwill 207,778 204,656 
Purchased software licenses, net of accumulated amortization 6,670
 7,703
Deferred income taxes 11,488
 12,225
Deferred income taxes 35 35 
Deferred commissions, net 18,137
 —
Deferred commissions, net 10,567 10,741 
Other assets, net 40,958
 41,468
Other assets, net 51,009 32,499 
 $1,166,968
 $1,209,253
$1,439,304 $1,472,911 
LIABILITIES AND EQUITY  
  
LIABILITIES AND EQUITY
Current liabilities:  
  
Current liabilities:
Current installments of long-term debt $1,327
 $1,583
Trade accounts payable 47,668
 46,688
Trade accounts payable $29,930 $31,203 
Accrued payroll and related expenses 21,939
 42,499
Accrued payroll and related expenses 17,081 18,715 
Other accrued expenses 58,938
 55,865
Other accrued expenses 70,929 40,916 
Deferred revenue 31,621
 31,720
Deferred revenue 3,170 4,284 
Total current liabilities 161,493
 178,355
Total current liabilities 121,110 95,118 
    
Long-term debt 227,435
 227,837
Deferred income taxes 42,258
 40,243
Deferred income taxes 241 39 
Other liabilities 13,726
 13,723
Other liabilities 45,796 46,922 
Commitments and contingencies 

 

Commitments and contingencies
Equity:  
  
Stockholders' equity: Stockholders' equity:
Common stock 13,773
 13,609
Common stock 14,245 14,187 
Additional paid-in capital 1,256,442
 1,235,679
Additional paid-in capital 1,422,879 1,406,813 
Retained earnings 638,043
 628,331
Retained earnings 1,627,465 1,669,605 
Accumulated other comprehensive income 8,899
 10,767
Accumulated other comprehensive income 7,334 7,801 
Treasury stock, at cost (1,195,101) (1,139,291)Treasury stock, at cost (1,799,766)(1,767,574)
Total equity 722,056
 749,095
Total equity 1,272,157 1,330,832 
 $1,166,968
 $1,209,253
$1,439,304 $1,472,911 
 
See accompanying notes to condensed consolidated financial statements.


ACXIOM CORPORATION
3

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
 
 For the three months endedFor the three months ended 
 June 30,June 30, 
 2018 201720192018
Revenues $226,960
 $212,514
Revenues $82,511 $62,471 
Cost of revenue 117,271
 113,960
Cost of revenue 36,426 23,654 
Gross profit 109,689
 98,554
Gross profit 46,085 38,817 
Operating expenses:    Operating expenses:
Research and development 24,536
 23,563
Research and development 23,722 16,970 
Sales and marketing 54,850
 48,440
Sales and marketing 43,144 33,323 
General and administrative 34,718
 32,356
General and administrative 25,318 18,125 
Gains, losses and other items, net 1,286
 (98)Gains, losses and other items, net 2,276 1 
Total operating expenses 115,390
 104,261
Total operating expenses 94,460 68,419 
Loss from operations (5,701) (5,707)Loss from operations (48,375)(29,602)
Other income (expense):    
Interest expense (2,838) (2,342)
Other, net 524
 (672)
Total other expense (2,314) (3,014)
Loss before income taxes (8,015) (8,721)
Total other income Total other income 5,882 356 
Loss from continuing operations before income taxes Loss from continuing operations before income taxes (42,493)(29,246)
Income taxes (benefit) (5,000) (7,421)Income taxes (benefit) (353)(1,428)
Net loss from continuing operations Net loss from continuing operations (42,140)(27,818)
Earnings from discontinued operations, net of tax Earnings from discontinued operations, net of tax — 24,803 
Net loss $(3,015) $(1,300)Net loss $(42,140)$(3,015)
    
Basic loss per share $(0.04) $(0.02)
Basic earnings (loss) per share: Basic earnings (loss) per share:
Continuing operations Continuing operations $(0.61)$(0.36)
Discontinued operations Discontinued operations — 0.32 
Net loss Net loss $(0.61)$(0.04)
    
Diluted loss per share $(0.04) $(0.02)
Diluted earnings (loss) per share: Diluted earnings (loss) per share:
Continuing operations Continuing operations $(0.61)$(0.36)
Discontinued operations Discontinued operations — 0.32 
Net loss Net loss $(0.61)$(0.04)
 


See accompanying notes to condensed consolidated financial statements.



ACXIOM CORPORATION
4

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
(Dollars in thousands)
 
 For the three months endedFor the three months ended 
 June 30,June 30, 
 2018 201720192018
Net loss $(3,015) $(1,300)Net loss $(42,140)$(3,015)
Other comprehensive income (loss):    
Other comprehensive loss: Other comprehensive loss:
Change in foreign currency translation adjustment (1,868) 652
Change in foreign currency translation adjustment (467)(1,868)
Comprehensive loss $(4,883) $(648)Comprehensive loss $(42,607)$(4,883)
 
See accompanying notes to condensed consolidated financial statements.



ACXIOM CORPORATION
5

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTSTATEMENTS OF EQUITY
THREE MONTHS ENDED JUNE 30, 2019 AND 2018
(Unaudited)
(Dollars in thousands)
 
Accumulated 
         Accumulated      Common Stock Additional other Treasury Stock 
 Common Stock Additional   other Treasury Stock  Number paid-in Retained comprehensive Number Total 
of shares Amount Capital earnings income (loss) of shares Amount Equity 
Balances at March 31, 2019 Balances at March 31, 2019 141,865,888 $14,187 $1,406,813 $1,669,605 $7,801 (73,167,892)$(1,767,574)$1,330,832 
Employee stock awards, benefit plans and other issuancesEmployee stock awards, benefit plans and other issuances46,681 4 1,056 — — (221,195)(12,093)(11,033)
Non-cash stock-based compensationNon-cash stock-based compensation51,362 5 15,059 — — — — 15,064 
Restricted stock units vestedRestricted stock units vested487,632 49 (49)— — — — — 
Acquisition of treasury stockAcquisition of treasury stock— — — — — (412,200)(20,099)(20,099)
Comprehensive loss:Comprehensive loss:
Foreign currency translationForeign currency translation— — — — (467)— — (467)
Net lossNet loss— — — (42,140)— — — (42,140)
Balances at June 30, 2019Balances at June 30, 2019142,451,563 $14,245 $1,422,879 $1,627,465 $7,334 (73,801,287)$(1,799,766)$1,272,157 
 Number   paid-in Retained comprehensive Number   Total 
 of shares Amount Capital earnings income (loss) of shares Amount Equity
Balances at March 31, 2018 136,079,676
 $13,609
 $1,235,679
 $628,331
 $10,767
 (58,304,917) $(1,139,291) $749,095
Balances at March 31, 2018136,079,676 $13,609 $1,235,679 $628,331 $10,767 (58,304,917)$(1,139,291)$749,095 
Cumulative-effect adjustment from adoption of ASU 2014-09 —
 —
 —
 12,727
 —
 —
 —
 $12,727
Cumulative-effect adjustment from adoption of ASU 2014-09— $— $— $12,727 $— — $— $12,727 
Employee stock awards, benefit plans and other issuances 233,784
 23
 4,093
 —
 —
 (391,898) (10,044) $(5,928)Employee stock awards, benefit plans and other issuances233,784 $23 $4,093 $— $— (391,898)$(10,044)$(5,928)
Non-cash stock-based compensation 149,416
 15
 16,796
 —
 —
 —
 —
 $16,811
Non-cash stock-based compensation149,416 $15 $16,796 $— $— — $— $16,811 
Restricted stock units vested 1,259,681
 126
 (126) —
 —
 —
 —
 $—
Restricted stock units vested1,259,681 $126 $(126)$— $— — $— $— 
Acquisition of treasury stock —
 —
 —
 —
 —
 (1,853,071) (45,766) $(45,766)Acquisition of treasury stock— $— $— $— $— (1,853,071)$(45,766)$(45,766)
Comprehensive income:  
  
  
  
  
  
  
 

Comprehensive loss:Comprehensive loss:
Foreign currency translation —
 —
 —
 —
 (1,868) —
 —
 $(1,868)Foreign currency translation— $— $— $— $(1,868)— $— $(1,868)
Net loss —
 —
 —
 (3,015) —
 —
 —
 $(3,015)Net loss— $— $— $(3,015)$— — $— $(3,015)
Balances at June 30, 2018 137,722,557
 $13,773
 $1,256,442
 $638,043
 $8,899
 (60,549,886) $(1,195,101) $722,056
Balances at June 30, 2018137,722,557 $13,773 $1,256,442 $638,043 $8,899 (60,549,886)$(1,195,101)$722,056 
 
See accompanying notes to condensed consolidated financial statements



ACXIOM CORPORATION
6

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
 For the three months endedFor the three months ended 
 June 30,June 30, 
 2018 201720192018
Cash flows from operating activities:    Cash flows from operating activities:
Net loss $(3,015) $(1,300)Net loss$(42,140)$(3,015)
Adjustments to reconcile net loss to net cash provided by operating activities:  
  
Earnings from discontinued operations, net of taxEarnings from discontinued operations, net of tax— (24,803)
Non-cash operating activities:Non-cash operating activities:
Depreciation and amortization 21,529
 21,110
Depreciation and amortization8,877 9,403 
Loss on disposal or impairment of assets 48
 163
Loss on disposal or impairment of assets85 (15)
Accelerated deferred debt costs —
 720
Provision for doubtful accountsProvision for doubtful accounts962 (464)
Deferred income taxes (1,335) 2,497
Deferred income taxes7 (1,692)
Non-cash stock compensation expense 20,360
 15,038
Non-cash stock compensation expense18,630 17,798 
Changes in operating assets and liabilities:    
Changes in operating assets and liabilities:
Accounts receivable, net 4,329
 11,960
Deferred costs and other assets, net (2,995) (3,377)
Accounts receivableAccounts receivable(3,451)(852)
Deferred commissionsDeferred commissions174 (998)
Other assetsOther assets3,600 (574)
Accounts payable and other liabilities (21,704) (37,073)Accounts payable and other liabilities(188)4,403 
Income taxesIncome taxes(863)(1,898)
Deferred revenue (33) (4,787)Deferred revenue(1,101)427 
Net cash provided by operating activities 17,184
 4,951
    
Net cash used in operating activitiesNet cash used in operating activities(15,408)(2,280)
Cash flows from investing activities:  
  
Cash flows from investing activities:
Capitalized software development costs (3,606) (3,388)
Capitalized softwareCapitalized software— (899)
Capital expenditures (4,399) (6,888)Capital expenditures(4,888)(712)
Data acquisition costs (179) (190)
Equity investments (2,500) —
Payments for investmentsPayments for investments— (2,500)
Cash paid in acquisition, net of cash received Cash paid in acquisition, net of cash received(4,479)— 
Net cash used in investing activities (10,684) (10,466)Net cash used in investing activities(9,367)(4,111)
    
Cash flows from financing activities:  
  
Cash flows from financing activities:
Proceeds from debt —
 230,000
Payments of debt (592) (225,572)Payments of debt— (592)
Fees for debt refinancing (300) (4,001)
Sale of common stock, net of stock acquired for withholding taxes (5,928) (2,539)
Fees from debt refinancingFees from debt refinancing— (300)
Proceeds related to the issuance of common stock under stock and employee benefit plansProceeds related to the issuance of common stock under stock and employee benefit plans1,060 4,116 
Shares repurchased for tax withholdings upon vesting of stock-based awardsShares repurchased for tax withholdings upon vesting of stock-based awards(12,093)(10,044)
Acquisition of treasury stock (45,766) —
Acquisition of treasury stock(20,099)(45,766)
Net cash used in financing activities (52,586) (2,112)Net cash used in financing activities$(31,132)$(52,586)
    
Effect of exchange rate changes on cash (1,094) 430
    
Net change in cash and cash equivalents (47,180) (7,197)
Cash and cash equivalents at beginning of period 142,279
 170,343
Cash and cash equivalents at end of period $95,099
 $163,146
    
See accompanying notes to condensed consolidated financial statements.

ACXIOM CORPORATION
7

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


For the three months ended 
June 30, 
20192018
Cash flows from discontinued operations:
From operating activities$— $20,181 
From investing activities— (6,573)
Effect of exchange rate changes on cash— (167)
Net cash provided by discontinued operations— 13,441 
Effect of exchange rate changes on cash(89)(927)
Net change in cash and cash equivalents(55,996)(46,463)
Cash and cash equivalents at beginning of period1,061,473 140,018 
Cash and cash equivalents at end of period$1,005,477 $93,555 
Supplemental cash flow information:
Cash paid (received) during the period for:
Income taxes$110 $(1,100)
  For the three months ended
  June 30,
  2018 2017
Supplemental cash flow information:  
  
Cash paid during the period for:  
  
Interest $2,607
 $2,375
Income taxes, net of refunds 1,100
 354
     



See accompanying notes to condensed consolidated financial statements.







ACXIOM CORPORATION
8

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
These condensed consolidated financial statements have been prepared by Acxiom Corporation (“Registrant,” “Acxiom,”LiveRamp Holdings, Inc. ("Registrant", "LiveRamp", we, us or the “Company”"Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  In the opinion of the Registrant’s management, all adjustments necessary for a fair presentation of the results for the periods included have been made, and the disclosures are adequate to make the information presented not misleading.  All such adjustments are of a normal recurring nature.  Certain note information has been omitted because it has not changed significantly from that reflected in Notes 1 through 18 of the Notes to Consolidated Financial Statements filed as part of Item 8 of the Registrant’s annual report on Form 10-K for the fiscal year ended March 31, 20182019 (“20182019 Annual Report”), as filed with the SEC on May 25, 2018.28, 2019.  This quarterly report and the accompanying condensed consolidated financial statements should be read in connection with the 20182019 Annual Report.  The financial information contained in this quarterly report is not necessarily indicative of the results to be expected for any other period or for the full fiscal year ending March 31, 2019.2020.
 
Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”).  Actual results could differ from those estimates.  Certain of the accounting policies used in the preparation of these condensed consolidated financial statements are complex and require management to make judgments and/or significant estimates regarding amounts reported or disclosed in these financial statements.  Additionally, the application of certain of these accounting policies is governed by complex accounting principles and their interpretation.  A discussion of the Company’s significant accounting principles and their application is included in Note 1 of the Notes to Consolidated Financial Statements and in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company’s 20182019 Annual Report.
 
Accounting Pronouncements Adopted During the Current Year
 
In May 2014,January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016 and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively. Topic 606 supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of the new guidance is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted Topic 606 as of April 1, 2018 using the modified retrospective method. See Note 2 for further details.

In May 2017, the FASB issued ASU 2017-09, "Compensation-Stock Compensation (Topic 719): Scope of Modification Accounting" ("ASU 2017-09"). ASU 2017-09 clarifies when changes to the terms or conditions of a stock-based payment award must be accounted for as modifications. ASU 2017-09 will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. Under ASU 2017-09, an entity will not apply modification accounting to a stock-based payment award if the award's fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. ASU 2017-09 is effective for the Company beginning in fiscal 2019. We adopted the standard in the current fiscal quarter, and adoption of this guidance did not have a material impact on our condensed financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted
In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize angoodwill impairment charge foris recognized based on step one of the amount bypreceding guidance, which calculates the carrying amountvalue in excess of athe reporting unit exceeds itsunit's fair value; however, the loss recognized should not exceed the total amount of goodwill

allocated to that reporting unit.value. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 (fiscal 2021 for the Company), including interim periods within those fiscal years; earlier adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. In the first quarter of fiscal 2020, we early adopted ASU 2017-04. The Company doesstandard did not expecthave an impact to our qualitative assessment for goodwill impairment that we performed in the adoptionfirst quarter of this guidance to have a material impact on its condensed financial statements and related disclosures.fiscal 2020.


In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"), as a comprehensive new standard that amendsamended various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. The new standard will requirerequires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases except short-term leases. For lessees, leases will continue to be classified as either operating or financing in the income statement. Lessor accounting is similarThe Company adopted the updated guidance as of April 1, 2019 using a modified retrospective transition method. See Note 2 of these notes to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. Subsequently,condensed consolidated financial statements for further details.

Recent Accounting Pronouncements Not Yet Adopted

In August 2018, the FASB has issued various ASU's to provide further clarification around aspects of Topic 842. ASU 2016-022018-13, “Fair Value Measurement (Topic 820): Disclosure Framework”, which eliminates, modifies and adds disclosure requirements for fair value measurements. The update is effective for annual periods beginning after December 15, 20182019 (fiscal 20202021 for the Company), including interim periods within those fiscal years, with early adoption permitted. We will adoptThe Company is currently assessing the impact of this new standard on April 1, 2019 using the modified retrospective approach. The Company is continuing to evaluate the impact of the adoption of this guidance on itsour condensed consolidated financial statements and related disclosures.does not expect the adoption will have a material impact on our condensed consolidated financial statements.

9

In August 2018, the FASB issued ASU 2018-15, "Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract" ("ASU 2018-15"). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Previously, all implementation costs for a hosting arrangement that was a service contract were expensed when incurred.

CCA’s, such as software as a service and other hosting arrangements, are evaluated for capitalized implementation costs in a similar manner as capitalized software development costs. If a CCA includes a software license, the software license element of the arrangement is accounted for in a manner consistent with the acquisition of other software licenses. If a CCA does not include a software license, the service element of the arrangement is accounted for as a service contract. ASU 2018-15 is effective for annual periods beginning after December 15, 2019 (fiscal 2021 for the Company), including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact of this new standard on our condensed consolidated financial statements and does not expect the adoption will have a material impact on our condensed consolidated financial statements.

The Company does not anticipate that the adoption of any other recent accounting pronouncements will have a material impact on the Company's consolidated financial position, results of operations or cash flows.


2. TOPIC 606842 ADOPTION IMPACT AND REVENUE FROM CONTRACTS WITH CUSTOMERS:LEASES


On April 1, 2018, we2019, the Company adopted Topic 606the new lease guidance using thea modified retrospective transition method applied to those contracts which were not completedexisting leases as of April 1, 2018.2019. Results for reporting periods beginning after April 1, 2018March 31, 2019 are presented under Topic 606,the new guidance, while prior period comparative amounts are not adjusted and continue to be reported in accordance with our historic reporting under Topic 605.

Under Topic 606, revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.historical guidance. The Company enters intoapplied the new standard using the practical expedients permitted under the transition guidance where the Company:

•did not reassess whether any expired or existing contracts that can include various combinationscontain a lease;
•did not reassess the classification of productsexisting leases; and services,
•did not reassess initial direct costs for any existing leases.

The Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments. The Company uses judgment in determining its incremental borrowing rate, which are generally capableincludes selecting a yield curve based on a hypothetical credit rating.

The resulting impact, as of being distinctthe adoption date, to the condensed consolidated balance sheet of applying the new guidance in fiscal 2020 was an increase to right-of-use assets included in other assets, net of $22.9 million, an increase to short-term lease liabilities included in other accrued expenses of $8.4 million, an increase to long-term lease liabilities included in other liabilities of $17.9 million, and accounted fora decrease to deferred rent included in other liabilities of $3.4 million. There was no impact to stockholders' equity or the condensed consolidated statements of operations as separate performance obligations. a result of adopting the new guidance.

The Company determines revenue recognition through the following steps:
Identification of the contract,if an arrangement contains a lease or contracts,is a lease at inception, and whether lease and non-lease components are combined or not. Operating leases with a customerduration of less than 12 months are excluded from right-of-use assets and lease liabilities and related expense is recorded as incurred.
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, the Company satisfies a performance obligation

We recorded a net increase to our opening retained earnings of $12.7 million, net of tax, due to the cumulative impact of adopting Topic 606, with the impact primarily related to the capitalization of costs of obtaining customer contracts.

The details of the significant changes and quantitative impact of the changes are disclosed below.

Costs of Obtaining Customer Contracts
The Company previously recognized commission payments made for obtaining a contract as an operating expense when incurred. Under Topic 606, the Company capitalizes incremental costs to acquire contracts and amortizes them over the expected period of benefit, which we have determined as a range of two to five years. As of June 30, 2018, the remaining unamortized contract2019, right-of-use assets included in other assets, net were $20.9 million, short-term lease liabilities included in other accrued expenses were $8.4 million, and long-term lease liabilities included in other liabilities were $16.0 million.


10

The Company leases its office facilities under non-cancellable operating leases that expire at various dates through fiscal 2024. Operating lease costs were $18.1$2.2 million and are included in deferred commissions, net, in the condensed consolidated balance sheet. Net capitalized costs of $2.9 million were recorded as a reduction to operating expense for the three months ended June 30, 2018. No impairment was recognized for the three months ended2019.

Future minimum payments under all operating leases (including operating leases with a duration of less than 12 months) as of June 30, 2018.2019 are as follows (dollars in thousands): 

YearAmount 
Remainder of Fiscal 2020$7,023 
Fiscal 20218,699 
Fiscal 20228,255 
Fiscal 20232,497 
Fiscal 2024571 
Thereafter— 
Total undiscounted lease commitments27,045 
Less: Interest2,561 
Total discounted operating lease liabilities$24,484 
Contingent Revenue
The Company previously limited revenue recognitionFuture minimum payments as of June 30, 2019 related to the amount that was not contingent on the provisionrestructuring plans as a result of future services. This was typically from fees paid over the contract term for services delivered at the beginning of the contract term.Company's exit from certain leased office facilities (see Note 14) are: Remainder of Fiscal 2020: $1,886; Fiscal 2021: $2,544; Fiscal 2022: $2,610; Fiscal 2023: $2,663; Fiscal 2024: $2,699; and Thereafter: $4,497.



Supplemental information related to operating leases is as follows (dollars in thousands):
Impacts
Three months ended
June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$2,134 
Weighted average remaining lease term3.1 years
Weighted average discount rate5.0 %

As previously disclosed in our Fiscal 2019 Annual Report on Financial StatementsForm 10-K and under the previous lease accounting standard, the future minimum payments under all operating leases as of March 31, 2019 was as follows (dollars in thousands): 
For the years ending March 31, 
20202021202220232024ThereafterTotal
Operating leases12,057 11,253 10,865 5,160 3,270 4,497 47,102 

11

Condensed Consolidated Balance Sheet Impact of changes in accounting policies
  As reported June 30, 2018 Adjustments Balances without adoption of Topic 606
Trade accounts receivable, net $163,767
 $(1,943) $161,824
Refundable income taxes 11,761
 540
 12,301
Deferred income taxes 11,488
 (64) 11,424
Deferred commissions, net 18,137
 (18,137) —
Others 961,815
 —
 961,815
   Total assets $1,166,968
 $(19,604) $1,147,364
       
Deferred revenue $31,621
 $(232) $31,389
Deferred income taxes 42,258
 (4,761) 37,497
Others 371,033
 —
 371,033
   Total liabilities 444,912
 (4,993) 439,919
       
Retained earnings 638,043
 (14,611) 623,432
Other equity 84,013
 —
 84,013
Total equity 722,056
 (14,611) 707,445
   Total liabilities and equity $1,166,968
 $(19,604) $1,147,364
3. REVENUE FROM CONTRACTS WITH CUSTOMERS:


Condensed Consolidated Statement of Operations Impact of changes in accounting policies
  As reported for the three months ended June 30, 2018 Adjustments Balances without adoption of Topic 606
Revenues $226,960
 $296
 $227,256
Cost of revenue 117,271
 —
 117,271
Gross profit $109,689
 $296
 $109,985
       
Operating expenses:      
   Sales and marketing $54,850
 $2,939
 $57,789
   Other operating expenses 60,540
 —
 60,540
     Total operating expenses 115,390
 2,939
 118,329
       
Loss from operations (5,701) (2,643) (8,344)
     Total other expense (2,314) —
 (2,314)
Loss before income taxes (8,015) (2,643) (10,658)
Income taxes (5,000) (695) (5,695)
Net loss $(3,015) $(1,948) $(4,963)



Condensed Consolidated Statement of Comprehensive Loss Impact of changes in accounting policies
  As reported for the three months ended June 30, 2018 Adjustments Balances without adoption of Topic 606
Net loss $(3,015) $(1,948) $(4,963)
Other comprehensive loss:      
Change in foreign currency translation adjustment (1,868) —
 (1,868)
Comprehensive loss $(4,883) $(1,948) $(6,831)


Condensed Consolidated Statement of Cash Flows Impact of changes in accounting policies
  As reported for the three months ended June 30, 2018 Adjustments Balances without adoption of Topic 606
Net loss $(3,015) $(1,948) $(4,963)
Adjustments for:      
Deferred income taxes (1,335) (695) (2,030)
Others 41,937
 —
 41,937
Changes in:      
Accounts receivable, net 4,329
 (256) 4,073
Deferred costs and other assets (2,995) 2,939
 (56)
Accounts payable and other liabilities (21,704) —
 (21,704)
Deferred revenue (33) (40) (73)
Net cash from operating activities 17,184
 —
 17,184
Net cash from investing activities (10,684) —
 (10,684)
Net cash from financing activities (52,586) —
 (52,586)
Effect of exchange rate changes on cash (1,094) —
 (1,094)
       
Net change in cash and cash equivalents (47,180) —
 (47,180)
Cash and cash equivalents at beginning of period 142,279
 —
 142,279
Cash and cash equivalents at end of period $95,099
 $—
 $95,099



Disaggregation of Revenue

In the following table, revenue is disaggregated by primary geographical market and major service offerings. The table also includes a reconciliation of the disaggregated revenue within the reportable segments.offerings (dollars in thousands).

For the three months ended
June 30,
Primary Geographical Markets20192018
United States $76,541 $56,222 
Europe 4,747 4,920 
APAC 1,223 1,329 
$82,511 $62,471 
Major Offerings/Services 
Subscription $68,326 $51,329 
Marketplace and Other 14,185 11,142 
$82,511 $62,471 
Reportable Segments
June 30, 2018
(dollars in thousands)
Primary Geographical Markets Acxiom Marketing Solutions LiveRamp Total
United States $150,307
 $56,222
 $206,529
Europe 11,115
 4,908
 16,023
APAC 3,080
 1,328
 4,408
  $164,502
 $62,458
 $226,960
       
Major Offerings/Services      
Audience Creation $45,452
 $—
 $45,452
Data Analytics 9,025
 —
 9,025
Data Management 110,025
 —
 110,025
Subscription —
 51,329
 51,329
Marketplace and Other —
 11,129
 11,129
  $164,502
 $62,458
 $226,960


Reportable Segments
June 30, 2017
(dollars in thousands)
Primary Geographical Markets Acxiom Marketing Solutions LiveRamp Total
United States $152,129
 $42,118
 $194,247
Europe 10,735
 3,802
 14,537
APAC 2,893
 837
 3,730
  $165,757
 $46,757
 $212,514
       
Major Offerings/Services      
Audience Creation $51,303
 $—
 $51,303
Data Analytics 8,858
 —
 8,858
Data Management 105,596
 —
 105,596
Subscription —
 37,052
 37,052
Marketplace and Other —
 9,705
 9,705
  $165,757
 $46,757
 $212,514



Transaction Price Allocated to the Remaining Performance Obligations

We have performance obligations primarily related to AMS offerings, associated with fixed commitments in customer contracts for future services that have not yet been recognized in our condensed consolidated financial statements. The amount of fixed revenue not yet recognized was $1.1 billion$319.4 million as of June 30, 2018.2019. The Company expects to recognize revenue on approximately 75%substantially all of these remaining performance obligations by March 31, 2021 with the balance recognized thereafter.2024.


3.
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4. LOSS PER SHARE AND STOCKHOLDERS’ EQUITY:
 
Loss Per Share
 
A reconciliation of the numerator and denominator of basic and diluted loss per share is shown below (in thousands, except per share amounts):
 For the three months endedFor the three months ended 
 June 30,June 30, 
 2018 201720192018
Basic loss per share:    
Basic loss per share:
Net loss from continuing operations Net loss from continuing operations $(42,140)$(27,818)
Earnings from discontinued operations, net of tax Earnings from discontinued operations, net of tax — 24,803 
Net loss $(3,015) $(1,300)Net loss$(42,140)$(3,015)
    
Basic weighted-average shares outstanding 76,935
 78,672
Basic weighted-average shares outstanding 68,906 76,935 

  
  
Continuing operations Continuing operations $(0.61)$(0.36)
Discontinued operations Discontinued operations — 0.32 
Basic loss per share $(0.04) $(0.02)Basic loss per share $(0.61)$(0.04)
    
Diluted loss per share:  
  
Diluted loss per share:
Basic weighted-average shares outstanding 76,935
 78,672
Basic weighted-average shares outstanding 68,906 76,935 
Dilutive effect of common stock options, warrants, and restricted stock as computed under the treasury stock method —
 —
Dilutive effect of common stock options, warrants, and restricted stock as computed under the treasury stock method — — 
Diluted weighted-average shares outstanding 76,935
 78,672
Diluted weighted-average shares outstanding 68,906 76,935 

  
  
Continuing operations Continuing operations $(0.61)$(0.36)
Discontinued operations Discontinued operations — 0.32 
Diluted loss per share $(0.04) $(0.02)Diluted loss per share $(0.61)$(0.04)
 
Due to the net loss incurred by the Companyfrom continuing operations during the quartersthree months ended June 30, 20182019 and 2017,2018, the dilutive effect of options warrants and restricted stock units covering 2.42.8 million and 2.82.3 million shares of common stock, respectively was excluded from the diluted loss per share calculation since the impact on the calculation was anti-dilutive.


Additional options and warrants to purchase shares of common stock and restricted stock units that were outstanding during the periods presented but were not included in the computation of diluted loss per share because the effect was anti-dilutive are shown below (shares in thousands):
For the three months ended 
 For the three months endedJune 30, 
 June 30,2019 2018 
 2018 2017
Number of shares outstanding under options, warrants and restricted stock units 119
 20
Number of shares outstanding under options, warrants and restricted stock units plans Number of shares outstanding under options, warrants and restricted stock units plans 431 119 
Range of exercise prices for options $32.85
 $32.85
Range of exercise prices for options N/A $32.85 
 
Stockholders’ Equity

On August 29, 2011, the board of directors adopted a common stock repurchase program.  That program was subsequently modified and expanded, most recently on March 30, 2018.  Under the modified common stock repurchase program, the Company may purchase up to $500.0 million$1.0 billion of its common stock through the period

ending December 31, 2019.2020. During the three months ended June 30, 2018,2019, the Company repurchased 1.90.4 million shares of its common stock for $45.8 million.$20.1 million under the stock repurchase
13

program.  Through June 30, 2018,2019, the Company had repurchased a total of 22.023.0 million shares of its stock for $420.4 million, leaving remaining capacity of $79.6$469.2 million under the stock repurchase program.
Accumulated Other Comprehensive Incomeprogram, leaving remaining capacity of $530.8 million.
 
Accumulated other comprehensive income accumulated balances of $8.9$7.3 million and $10.8$7.8 million at June 30, 20182019 and March 31, 2018,2019, respectively, reflect accumulated foreign currency translation adjustments.
 
4.    SHARE-BASED5. ACQUISITIONS:

Faktor

On April 2, 2019, the Company acquired all of the outstanding shares of Faktor B. V. ("Faktor"). Faktor is a global consent management platform that allows consumers to control how their data is collected, used, and transferred for usage to another party. Faktor's platform provides individuals with notice and choice on websites and mobile apps and allows them to opt-in or out via a visible banner of the page. The Company paid approximately $4.5 million in cash for the acquired shares. The Company has omitted pro forma disclosures related to this acquisition as the pro forma effect of this acquisition is not material. The results of operations for the acquisition are included in the Company's condensed consolidated results beginning April 2, 2019.

The following table presents the purchase price allocation related to assets acquired and liabilities assumed (dollars in thousands):
April 2, 2019
Assets acquired: 
Cash $35 
Trade accounts receivable 63 
Goodwill 3,110 
Intangible assets (Other assets) 1,700 
Other current and noncurrent assets 126 
Total assets acquired 5,034 
Deferred income taxes (194)
Accounts payable and accrued expenses (326)
Net assets acquired4,514 
Less: 
Cash acquired (35)
Net cash paid $4,479 

The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed were based on preliminary calculations and valuations using management's estimates and assumptions and were based on the information that was available as of the date of acquisition. The Company expects to finalize the valuation as soon as practical.  

6. DISCONTINUED OPERATIONS:
Acxiom Marketing Solutions business ("AMS")

During fiscal 2019, the Company completed the sale of its AMS business to The Interpublic Group of Companies, Inc. (“IPG”) for $2.3 billion in cash. The business qualified for treatment as discontinued operations during fiscal 2019. Accordingly, the results of operations, cash flows and the balance sheet amounts pertaining to AMS, for all periods reported, have been classified as discontinued operations in the condensed consolidated financial statements.

Results of operations of AMS for the three months ended June 30, 2018 are segregated and included in earnings from discontinued operations, net of tax, in the condensed consolidated statements of operations.

14

The following is a reconciliation of the major classes of line items constituting earnings from discontinued operations, net of tax (dollars in thousands):
For the three months ended June 30, 2018
Revenues$164,489 
Cost of revenue93,617 
Gross profit70,872 
Operating expenses:
Research and development7,566 
Sales and marketing21,527 
General and administrative16,594 
Gains, losses and other items, net1,284 
Total operating expenses46,971 
Income from discontinued operations23,901 
Interest expense(2,838)
Other, net168 
Earnings from discontinued operations before income taxes21,231 
Income taxes (benefit)(3,572)
Earnings from discontinued operations, net of tax$24,803 
Substantially all interest expense was allocated to discontinued operations.

The Company entered into certain agreements with AMS in which services will be provided from the Company to AMS, and from AMS to the Company. The terms of these agreements are primarily 60 months from the date of sale.

Cash inflows and outflows related to the agreements are included in cash flows from operating activities in the condensed consolidated statements of cash flows. Revenues and expenses related to the agreements are included in loss from operations in the condensed consolidated statement of operations. The related cash inflows and outflows and revenues and costs for the three months ended June 30, 2019 was (dollars in thousands):

For the three months ended June 30, 2019
Cash inflows$13,720 
Cash outflows$4,847 
Revenues$12,598 
Costs$2,346 

The revenues amount includes approximately $5.1 million of revenue from AMS's resell of LiveRamp services to its customers. These amounts were also reported in the prior year as revenues in the condensed consolidated statement of operations.
15

7. STOCK-BASED COMPENSATION:
 
Share-basedStock-based Compensation Plans


The Company has stock option and equity compensation plans for which a total of 34.542.3 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At June 30, 2018,2019, there were a total of 5.111.3 million shares available for future grants under the plans.

Stock-based Compensation Expense

The Company's stock-based compensation activity for the three months ended June 30, 2019, by award type, was (dollars in millions):
For the three months ended
June 30,
20192018
Stock options$0.7 $1.0 
Performance stock options— 0.3 
Restricted stock units11.1 8.5 
Arbor acquisition consideration holdback2.6 3.8 
Pacific Data Partners ("PDP) assumed performance plan3.9 3.9 
Other non-employee stock-based compensation0.3 0.3 
Total non-cash stock-based compensation included in the condensed consolidated statements of operations18.6 17.8 
Less expense related to liability-based equity awards(3.5)(3.5)
Stock-based compensation of discontinued operations— 2.5 
Total non-cash stock-based compensation included in the condensed consolidated statements of equity$15.1 $16.8 

The effect of stock-based compensation expense on income, by financial statement line item, was (dollars in millions):
For the three months ended
June 30,
20192018
Cost of revenue$0.8 $0.7 
Research and development4.0 4.4 
Sales and marketing8.9 9.9 
General and administrative4.9 2.8 
Total non-cash stock-based compensation included in the condensed consolidated statements of operations$18.6 $17.8 

The following table provides the expected future expense for all of the Company's outstanding equity awards at June 30, 2019, by award type. The amount for 2020 represents the remaining nine months ending March 31, 2020. All other periods represent fiscal years ending March 31 (dollars in millions).
During the year ended:
20202021202220232024Total
Stock options$1.4 $0.5 $— $— $— $1.9 
Restricted stock units41.2 43.6 32.8 18.5 1.8 137.9 
PDP assumed performance plan11.8 15.8 15.7 — — 43.3 
$54.4 $59.9 $48.5 $18.5 $1.8 $183.1 

16

Stock Option Activity

Stock option activity for the three months ended June 30, 20182019 was: 
Weighted-average 
Weighted-average remaining Aggregate 
Number of exercise price contractual term Intrinsic value 
shares per share (in years) (in thousands) 
Outstanding at March 31, 2019 1,374,430 $14.81 
Exercised (24,381)$5.68 $1,144 
Forfeited or canceled (2,340)$2.04 
Outstanding at June 30, 2019 1,347,709 $15.00 4.2$45,125 
Exercisable at June 30, 2019 1,278,265 $15.73 4.0$41,859 
      Weighted-average  
    Weighted-average remaining Aggregate
  Number of exercise price contractual term Intrinsic value
  shares per share (in years) (in thousands)
Outstanding at March 31, 2018 2,565,287
 $13.61
    
Exercised (125,437) $8.80
   $2,426
Forfeited or canceled (25,831) $14.25
    
Outstanding at June 30, 2018 2,414,019
 $13.86
 5.1 $38,910
Exercisable at June 30, 2018 2,169,170
 $14.58
 4.8 $33,397


The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between Acxiom’sLiveRamp’s closing stock price on the last trading day of the period and the exercise price for each in-the-money option) that would have been received by the option holders had option holders exercised their options on June 30, 2018.2019.  This amount changes based upon changes in the fair market value of Acxiom’sLiveRamp’s common stock.


A summary of stock options outstanding and exercisable as of June 30, 20182019 was:
      Options outstanding Options exercisable
Range of   Weighted-average Weighted-average   Weighted-average
exercise price Options remaining exercise price Options exercise price
per share outstanding contractual life per share exercisable per share
$0.61
 — $9.99
 545,583
 5.2 years $1.62
 390,000
 $1.71
$10.00
 — $19.99
 1,176,361
 4.4 years $14.95
 1,092,595
 $14.74
$20.00
 — $24.99
 672,523
 6.2 years $21.30
 667,023
 $21.30
$25.00
 — $32.85
 19,552
 5.4 years $32.85
 19,552
 $32.85
      2,414,019
 5.1 years $13.86
 2,169,170
 $14.58

Options outstanding Options exercisable 
Range of Weighted-average Weighted-average Weighted-average 
exercise price Options remaining exercise price Options exercise price 
per share outstanding contractual life per share exercisable per share 
$0.61 — $9.99 192,826 5.1 years$1.53 123,382 $1.57 
$10.00 — $19.99 709,672 3.3 years$14.69 709,672 $14.69 
$20.00 — $24.99 445,211 5.2 years$21.32 445,211 $21.32 
1,347,709 4.2 years$15.00 1,278,265 $15.73 
 
Total expense related to stock options for the three months ended June 30, 2018 and 2017 was approximately $1.0 million and $1.4 million, respectively. Future expense for these options is expected to be approximately $6.3 million in total over the next three years.

Performance Stock Option Unit Activity

Performance stock option unit activity for the three months ended June 30, 20182019 was:
      Weighted-average  
    Weighted-average remaining Aggregate
  Number exercise price contractual term intrinsic value
  of shares per share (in years) (in thousands)
Outstanding at March 31, 2018 329,404
 $21.42
    
Forfeited or canceled (186,538) $21.41
    
Outstanding at June 30, 2018 142,866
 $21.43
 1.9
 $1,217
Exercisable at June 30, 2018 —
 $—
 —
 $—
Weighted-average 
Weighted-average remaining Aggregate 
Number exercise price contractual term intrinsic value 
of shares per share (in years) (in thousands) 
Outstanding at March 31, 2019 130,154 $21.44 
Forfeited or canceled (130,154)$21.44 
Outstanding at June 30, 2019 — $— $— 
Exercisable at June 30, 2019 — $— — $— 
 
Of theThe performance stock option units outstanding at March 31, 2018, 164,7022019 reached maturity of the relevant performance period at March 31, 2018.2019.  The units attained a 0% attainment level. As a result, they were cancelledlevel, resulting in cancellation of the units in the current fiscal quarter.
Total expense related to performance stock option units for the three months ended June 30, 2018 and 2017 was $0.3 million and $0.5 million, respectively.  Future expense for these performance stock option units is expected to be approximately $1.1 million in total over the next three years.year.
 
Restricted Stock Unit Activity

During the three months ended June 30, 2018,2019, the Company granted time-vesting restricted stock units covering 1,703,482926,461 shares of common stock with a fair value at the date of grant of $46.6$51.4 million. Of the restricted stock units granted in the current period, 98,15678,172 vest in equal annual increments over four years, 1,586,724and 848,289 vest 25% at the one-year anniversary and 75% in equal quarterly increments over the subsequent three years, and 18,602 vest in one year.years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. 
 
17

Time-vesting restricted stock unit activity for the three months ended June 30, 20182019 was:
Weighted-average 
fair value per Weighted-average 
Number share at grant remaining contractual 
of shares date term (in years) 
Outstanding at March 31, 2019 3,054,750 $30.91 2.47
Granted 926,461 $55.48 
Vested (144,917)$23.66 
Forfeited or canceled (142,708)$35.36 
Outstanding at June 30, 2019 3,693,586 $37.18 2.65
    Weighted-average  
    fair value per  Weighted-average
  Number  share at grant remaining contractual
  of shares date term (in years)
Outstanding at March 31, 2018 3,449,001
 $24.35
 2.32
Granted 1,703,482
 $27.34
  
Vested (692,206) $23.14
  
Forfeited or canceled (227,978) $24.98
  
Outstanding at June 30, 2018 4,232,299
 $25.72
 2.82


The total fair value of time-vesting restricted stock units vested for the three months ended June 30, 2019 was $7.9 million and is measured as the quoted market price of the Company's common stock on the vesting date for the number of shares vested.

During the three months ended June 30, 2018,2019, the Company granted performance-based restricted stock units covering 216,727202,818 shares of common stock having a fair value at the date of grant of $6.7$12.3 million. The grants were made under two separate performance plans. Under the first performance plan, units covering 60,844 shares of common stock were granted having a fair value at the date of grant of $4.4 million, determined using a Monte Carlo simulation model.  The units vest subject to attainment of market conditions established by the compensation committee of the board of directors (“compensation committee”) and continuous employment through the vesting date.  The 216,72760,844 units may vest in a number of shares from 25%0% to 200% of the award, based on the total shareholder return of AcxiomLiveRamp common stock compared to total shareholder return of a group of peer companies established by the compensation committeeRussell 2000 market index for the period from April 1, 20182019 to March 31, 2021. 2022. Under the second performance plan, units covering 141,974 shares of common stock were granted having a fair value at the date of grant of $7.9 million equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee of the board of directors. The units may vest in three equal annual increments in a number of shares from 0% to 200% of the award, based on the attainment of year-over-year revenue growth targets of each annual period from April 1, 2019 to March 31, 2022.



Non-vested performance-based restricted stock unit activity for the three months ended June 30, 20182019 was:

    Weighted-average  
    fair value per Weighted-average
  Number share at grant remaining contractual 
  of shares date term (in years)
Outstanding at March 31, 2018 682,763
 $25.23
 1.54
Granted 216,727
 $31.07
  
Vested (20,965) $19.07
  
Forfeited or canceled (129,123) $24.13
  
Outstanding at June 30, 2018 749,402
 $27.28
 1.78
Weighted-average 
fair value per Weighted-average 
Number share at grant remaining contractual 
of shares date term (in years) 
Outstanding at March 31, 2019 394,188 $43.88 3.23
Granted 202,818 $60.65 
Forfeited or canceled (45,047)$34.89 
Outstanding at June 30, 2019 551,959 $50.77 2.97

Total expense related to restricted stock for the three months ended June 30, 2018 and 2017 was approximately $10.9 million and $8.8 million, respectively.  Future expense for restricted stock units is expected to be approximately $33.5 million for the nine months ending March 31, 2019, $35.9 million in fiscal 2020, $25.0 million in fiscal 2021, $13.6 million in fiscal 2022, and $1.4 million in fiscal 2023.

Other Performance Unit Activity
Other performance-based stock unit activity for the three months ended June 30, 2018 was: 
    Weighted-average  
    fair value per Weighted-average
  Number share at grant remaining contractual
  of shares date term (in years)
Outstanding at March 31, 2018 111,111
 $5.33
 -
Vested (45,364) $5.33
  
Forfeited or canceled (65,747) $5.33
  
Outstanding at June 30, 2018 —
 $—
 -
The 111,111 performance-based units outstanding at March 31, 2018 reached maturity of the relevant performance period on March 31, 2018. The units achieved a 100% performance attainment level. However, application of the share price adjustment factor resulted in a 59% reduction in shares vested in the current fiscal quarter.

During the quarter ended June 30, 2018, the Company withheld approximately $10.0 million related to employee tax withholding for stock-based compensation awards.


Consideration Holdback

As part of the Company’s acquisition of Arbor in fiscal 2017, $38.3 million of the acquisition consideration otherwise payable with respect to shares of restricted Arbor common stock held by certain key employees was subject to holdback by the Company pursuant to agreements with those employees (each, a “Holdback Agreement”). Total expense related toThe Holdback Agreement specifies the Holdback Agreements forpayment of the three monthsconsideration in monthly installments using LiveRamp shares over a thirty month period, ending in the quarter ended June 30, 2018 and 2017 was $3.8 million in each period.2019. At June 30, 2019, the Company had met its full obligation for the consideration holdback due to the Arbor key employees. Through June 30, 2018,2019, the Company had recognized a total of $24.3$38.3 million expense related to the Holdback Agreements. Future expense related to the Holdback Agreements is expected to be approximately $14.0 million over the next two fiscal years.


Pacific Data Partners ("PDP")
18

PDP Assumed Performance Plan

In connection with the fiscal 2018 acquisition of PDP, the Company assumed the outstanding performance compensation plan under the PDP 2018 Equity Compensation Plan of Pacific Data Partners, LLC ("PDP PSU plan"). Total expense related to the PDP PSU plan for the three months ended June 30, 2018 was $3.9 million. Through June 30, 2018,2019, the Company hadhas recognized a total of $5.9$21.7 million related to the PDP PSU plan. Future expense is expected to be approximately $11.9 million in fiscalAt June 30, 2019, $15.7 million in fiscal 2020, $15.8 million in fiscal 2021, and $15.7 million in fiscal 2022, based on expectations of full attainment. At March 31, 2018, the recognized, but unpaid, portion balance related to the PDP PSU plan in other accrued expenses in the condensed consolidated balance sheet was $5.3$19.5 million.




5.8. OTHER CURRENT AND NONCURRENT ASSETS:
 
Other current assets consist of the following (dollars in thousands): 
 June 30, 2018 
March 31,
2018
June 30, 2019March 31, 2019
Prepaid expenses and other $25,823
 $27,594
Prepaid expenses and other $8,108 $9,058 
Post-closing receivable from IPGPost-closing receivable from IPG17,625 17,625 
Interest receivableInterest receivable1,921 2,497 
Assets of non-qualified retirement plan 14,344
 13,551
Assets of non-qualified retirement plan 15,263 14,970 
Other current assets $40,167
 $41,145
Other current assets $42,917 $44,150 
 
Other noncurrent assets consist of the following (dollars in thousands): 
 June 30, 2018 
March 31,
2018
June 30, 2019March 31, 2019
Acquired intangible assets, net $31,453
 $33,922
Acquired intangible assets, net $22,054 $24,217 
Deferred data acquisition costs 879
 1,036
Right-of-use assetsRight-of-use assets20,930 — 
Other miscellaneous noncurrent assets 8,626
 6,510
Other miscellaneous noncurrent assets 8,025 8,282 
Noncurrent assets $40,958
 $41,468
Other assets, net Other assets, net $51,009 $32,499 
  
6.9. OTHER ACCRUED EXPENSES:
 
Other accrued expenses consist of the following (dollars in thousands):
June 30, 2019March 31, 2019
Liabilities of non-qualified retirement plan $15,263 $14,970 
Short-term lease liabilities8,443 — 
PDP performance plan liability19,500 — 
Other miscellaneous accrued expenses 27,723 25,946 
Other accrued expenses $70,929 $40,916 

10. PROPERTY AND EQUIPMENT:

Property and equipment is summarized as follows (dollars in thousands):
June 30, 2019March 31, 2019 
Leasehold improvements$22,380 $20,097 
Data processing equipment37,798 37,678 
Office furniture and other equipment 8,476 7,077 
68,654 64,852 
Less accumulated depreciation and amortization44,047 38,809 
$24,607 $26,043 
Depreciation expense on property and equipment was $5.3 million and $2.7 million for the three months ended June 30, 2019 and 2018, respectively. Depreciation expense for the three months ended June 30, 2019 included
19

  June 30, 2018 
March 31,
2018
Liabilities of non-qualified retirement plan 14,344
 13,551
Other accrued expenses 44,594
 42,314
Other accrued expenses $58,938
 $55,865
$1.9 million of accelerated depreciation expense associated with the reduced useful life of certain IT equipment in connection with the Company's migration to a cloud-based data center solution.


7.11. GOODWILL AND INTANGIBLE ASSETS:

Goodwill by operating segment for the three months endedJune 30, 20182019 (dollars in thousands) was as follows:
  LiveRamp Acxiom Marketing Solutions Total
Balance at March 31, 2018 $203,639
 $392,356
 $595,995
Reallocation of segments 1,377
 (1,377) —
Change in foreign currency translation adjustment (62) (138) (200)
Balance at June 30, 2018 $204,954
 $390,841
 $595,795
Total 
Balance at March 31, 2019 $204,656 
Acquisition of Faktor 3,110 
Change in foreign currency translation adjustment 12 
Balance at June 30, 2019$207,778 
 
Goodwill by component included in each segmentgeography as of June 30, 20182019 was: 
Total 
U.S. $204,586 
APAC 3,192 
Balance at June 30, 2019$207,778 
  LiveRamp Acxiom Marketing Solutions Total
U.S. $201,449
 $382,981
 $584,430
APAC 3,505
 7,860
 11,365
Balance at June 30, 2018 $204,954
 $390,841
 $595,795




The amounts allocated to intangible assets from acquisitions include developed technology, customer relationships, trade names, and publisher relationships.  Amortization lives for those intangibles range from two years to tensix years.  The following table shows the amortization activity of intangible assets (dollars in thousands):
 June 30, 2018 March 31, 2018June 30, 2019March 31, 2019 
Developed technology, gross (Software) $54,150
 $54,150
Developed technology, gross (Software) $55,500 $54,000 
Accumulated amortization (47,119) (43,533)Accumulated amortization (50,385)(49,625)
Net developed technology $7,031
 $10,617
Net developed technology $5,115 $4,375 
    
Customer relationship/Trade name, gross (Other assets, net) $43,346
 $43,364
Customer relationship/Trade name, gross (Other assets, net) $36,000 $35,800 
Accumulated amortization (29,421) (27,953)Accumulated amortization (27,499)(26,128)
Net customer/trade name $13,925
 $15,411
Net customer/trade name $8,501 $9,672 
    
Publisher relationship, gross (Other assets, net) $23,800
 $23,800
Publisher relationship, gross (Other assets, net) $23,800 $23,800 
Accumulated amortization (6,280) (5,289)Accumulated amortization (10,247)(9,255)
Net publisher relationship $17,520
 $18,511
Net publisher relationship $13,553 $14,545 
    
Total intangible assets, gross $121,296
 $121,314
Total intangible assets, gross $115,300 $113,600 
Total accumulated amortization (82,820) (76,775)Total accumulated amortization (88,131)(85,008)
Total intangible assets, net $38,476
 $44,539
Total intangible assets, net $27,169 $28,592 
 
Intangible assets by operating segment as of June 30, 2018 was (dollars in thousands):
  LiveRamp Acxiom Marketing Solutions Total
Developed technology 7,031
 —
 7,031
Customer/Trade name 13,921
 4
 13,925
Publisher relationship 17,520
 —
 17,520
Balance at June 30, 2018 $38,472
 $4
 $38,476
Total amortization expense related to intangible assets for the three months ended June 30, 2019 and 2018 and 2017 was $6.1$3.1 million and $6.0$6.1 million, respectively.  The following table presents the estimated future amortization expenses
20

related to purchased and other intangible assets. The amount for 20192020 represents the remaining nine months ending March 31, 2019.2020. All other periods represent fiscal years ending March 31 (dollars in thousands):

Fiscal Year: 
2020$9,369 
20218,650 
20225,717 
20233,433 
$27,169 

12. SOFTWARE:
Fiscal Year:    
2019$9,917
202011,950
20218,025
20225,150
20233,434
 $38,476


8.    LONG-TERM DEBT:
Long-term debt consists of the followingSoftware is summarized as follows (dollars in thousands):
June 30, 2019March 31, 2019
Internally developed computer software$51,525 $51,525 
Acquired developed technology55,500 54,000 
107,025 105,525 
Less accumulated amortization99,925 98,664 
$7,100 $6,861 
  June 30, 2018 
March 31,
2018
Revolving credit borrowings $230,000
 $230,000
Other debt 2,701
 3,293
Total long-term debt 232,701
 233,293
     
Less current installments 1,327
 1,583
Less deferred debt financing costs 3,939
 3,873
Long-term debt, excluding current installments and deferred debt financing costs $227,435
 $227,837

The revolving loan borrowings underAmortization expense related to internally developed computer software was $1.2 million and $4.1 million for the Company's Sixth Amended and Restated Credit Agreement (the "restated credit agreement") bear interest at LIBOR or at an alternative base rate plus a credit spread. Atthree months ended June 30, 2019 and 2018, the revolving loan borrowing bears interest at LIBOR plus a credit spreadrespectively, including $0.8 million and $3.6 million, respectively, related to acquired developed technology as part of 1.75%.  The weighted-average interest rate on revolving credit borrowings at June 30, 2018 was 3.9%.  There were no material outstanding letters of credit at June 30, 2018 or March 31, 2018.recent acquisitions.


Under the terms of the restated credit agreement, the Company is required to maintain certain debt-to-cash flow and interest coverage ratios, among other restrictions.  At June 30, 2018, the Company was in compliance with these covenants and restrictions. 

9.13. ALLOWANCE FOR DOUBTFUL ACCOUNTS:
 
Trade accounts receivable are presented net of allowances for doubtful accounts, returns and credits of $5.2$3.4 million at June 30, 20182019 and $6.8$3.0 million at March 31, 2018.2019.
 
10.     SEGMENT INFORMATION:
The Company reports segment information consistent with the way management internally disaggregates its operations to assess performance and to allocate resources.

During the first quarter of fiscal 2019, the Company realigned its portfolio into two distinct business segments: LiveRamp, the identity infrastructure for powering exceptional customer experiences, and Acxiom Marketing Solutions, the leading provider of services for creating a unified approach to data-driven marketing. This realignment allows Acxiom to best meet client needs in a rapidly evolving marketplace, create a strong foundation for continued growth and enhance value for shareholders.

This structure configured Acxiom’s three previous segments into two, aligning key Audience Solutions’ assets to each. All identity assets including IdentityLink, AbiliTec® intellectual property and Acxiom’s TV integrations were consolidated under LiveRamp. The remaining Audience Solutions’ lines of business for data and data services were combined with Marketing Services to create Acxiom Marketing Solutions.

As a result of this organizational realignment, information that our chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed.

Revenues and cost of revenue are generally directly attributed to the segments. Certain revenue contracts are allocated among the segments based on the relative value of the underlying products and services. Cost of revenue, excluding non-cash stock compensation expense and purchased intangible asset amortization, is directly charged in most cases and allocated in certain cases based upon proportional usage. 

Operating expenses, excluding non-cash stock compensation expense and purchased intangible asset amortization, are attributed to the segment groups as follows:

Research and development expenses are primarily directly recorded to each segment group based on identified products supported.

Sales and marketing expenses are primarily directly recorded to each segment group based on products supported and sold.

General and administrative expenses are generally not allocated to the segments unless directly attributable.

Gains, losses and other items, net are not allocated to the segment groups.
We do not track our assets by operating segments. Consequently, it is not practical to show assets by operating segment.

The following table presents information by business segment (dollars in thousands): 
  For the three months ended
  June 30,
  2018 2017
Revenues:     
LiveRamp $62,458
 $46,757
Acxiom Marketing Solutions 164,502
 165,757
Total segment revenues $226,960
 $212,514
     
Gross profit(1):
  
  
LiveRamp $44,200
 $28,229
Acxiom Marketing Solutions 73,174
 77,864
Total segment gross profit $117,374
 $106,093
     
Income (loss) from operations(1):
  
  
LiveRamp $9,203
 $(97)
Acxiom Marketing Solutions 47,458
 48,374
Total segment income from operations $56,661
 $48,277
(1) Gross profit and income from operations reflect only the direct and allocable controllable costs of each segment and do not include allocations of corporate expenses (primarily general and administrative expenses) and gains, losses, and other items, net. Additionally, segment gross profit and income from operations do not include non-cash stock compensation expense and purchased intangible asset amortization.


The following table reconciles total segment gross profit to gross profit and total operating segment income from operations to income from operations (dollars in thousands): 
  For the three months ended
  June 30,
  2018 2017
Total segment gross profit $117,374
 $106,093
     
Less:    
Purchased intangible asset amortization 6,054
 5,966
Non-cash stock compensation 1,631
 1,573
Gross profit $109,689
 $98,554
     
Total segment income from operations $56,661
 $48,277
     
Less:    
Corporate expenses (principally general and administrative) 27,840
 25,966
Separation and transformation costs included in general and administrative 6,822
 7,119
Gains, losses and other items, net 1,286
 (98)
Purchased intangible asset amortization 6,054
 5,966
Non-cash stock compensation 20,360
 15,031
Loss from operations $(5,701) $(5,707)

11.14. RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES:
 
The following table summarizes the restructuring activity for the three months ended June 30, 20182019 (dollars in thousands): 
Associate-related
reserves 		Lease
accruals 		Total 
 Associate-related
reserves		 Lease
accruals		 Total
March 31, 2018 $2,751
 $5,292
 $8,043
March 31, 2019 March 31, 2019 $4,595 $5,688 $10,283 
Restructuring charges and adjustments 1,286
 —
 1,286
Restructuring charges and adjustments 1,879 (79)1,800 
Payments (2,923) (335) (3,258)Payments (471)(156)(627)
June 30, 2018 $1,114
 $4,957
 $6,071
June 30, 2019June 30, 2019$6,003 $5,453 $11,456 
 
The above balances are included in other accrued expenses and other liabilities on the condensed consolidated balance sheets.
 
Restructuring Plans
 
In the three months ended June 30, 2018,2019, the Company recorded a total of $1.3$1.8 million in restructuring charges and adjustments included in gains, losses and other items, net in the condensed consolidated statement of operations. The current year expense relatedincluded adjustments to fiscal 2019 restructuring plans for associates in the United States of $1.9 million, and lease accruals and adjustments of $(0.1) million.

21

In fiscal 2019, the Company recorded a total of $7.7 million in restructuring charges and adjustments included in gains, losses and other items, net in the consolidated statement of operations. The fiscal year 20182019 expense included restructuring plans primarily for associates in the United States required to render service until termination to receiveand Asia-Pacific of $6.1 million, lease accruals and adjustments of $0.8 million, and leasehold improvement write-offs of $0.8 million. Of the termination benefits. Thesetotal fiscal 2019 plans associate-related accruals, $5.7 million remained accrued at March 31, 2019. The associate-related costs are expected to be paid out in fiscal 2019.2020.


In fiscal 2018, the Company recorded a total of $6.4$2.7 million in restructuring charges and adjustments included in gains, losses and other items, net in the condensed consolidated statement of operations. The expense included severance and other associate-related charges of $3.8$0.2 million, and lease accruals and adjustments of $2.6$2.5 million.

The associate-related accruals of $3.8$0.2 million related to the termination of associates in the United States and Europe. Of all amounts accrued for fiscal year 2018 associate-related plans, $0.7 million remained accrued as of June 30, 2018. These costs are expected to bewere paid out in fiscal 2019. The lease accruals and adjustments of $2.6$2.5 million result from the Company's exit from certain leased office facilities.


In fiscal 2017, the Company recorded a total of $8.9$3 million in restructuring charges and adjustments included in gains, losses and other items, net in the condensed consolidated statement of operations.  The expense included lease accruals and adjustments of $3.0 million resulting from the Company's exit from certain leased office facilities ($1.5 million) and adjustments to estimates related to the fiscal 2015 lease accruals ($1.5 million).

In fiscal 2015, the Company recorded a total of $9.3 million in restructuring charges and adjustments included in gains, losses and other items, net in the condensed consolidated statement of operations.  The expense included severance and other associate-related charges of $3.8 million, lease accruals and adjustments of $3.0 million, and leasehold improvement write-offs of $2.1 million. Of the associate-related accruals of $3.8 million, $0.2 million remained accrued as of June 30, 2018. These costs are expected to be paid out in fiscal 2019. The lease accruals and adjustments of $3.0 million resulted from the Company's exit from certain leased office facilities ($1.5 million) and adjustments to estimates related to the fiscal 2015 lease accruals ($1.5 million). Of the amount accrued for fiscal 2017 lease accruals, $2.3 million remained accrued as of June 30, 2018.

In fiscal 2016, the Company recorded a total of $12.0 million in restructuring charges and adjustments included in gains, losses and other items, net in the condensed consolidated statement of operations.  The expense included severance and other associate-related charges of $8.6 million, lease termination charges and accruals of $3.0 million, and leasehold improvement write-offs of $0.4 million. Of the associate-related accruals of $8.6 million, $0.1 million remained accrued as of June 30, 2018. These amounts are expected to be paid out in fiscal 2019.

In fiscal 2015, the Company recorded a total of $21.8 million in restructuring charges and adjustments included in gains, losses and other items, net in the condensed consolidated statement of operations.  The expense included severance and other associate-related charges of $13.3$2.6 million, lease accruals of $6.5$4.7 million, and the write-off of leasehold improvements of $2.0 million.  Of the associate-related accruals of $13.3$2.6 million, $0.3 million remained accrued as of June 30, 2018.2019. These amounts are expected to be paid out in fiscal 2019. Of the lease accruals of $6.5 million, $0.3 million remained accrued as of June 30, 2018.2021.


With respect to the fiscal 2015, 2017, 2018, 2019, and 20182020 lease accruals and adjustments described above, the Company intends to subleasecontinue subleasing the facilities to the extent possible. The liabilities will be satisfied over the remainder of the leased properties' terms, which continue through November 2025. Of the total amount accrued, $5.5 million remained accrued as of June 30, 2019. Actual sublease receipts may differ from the estimates originally made by the Company. Any future changes in the estimates or in the actual sublease income could require future adjustments to the liabilities, which would impact net earnings (loss) in the period the adjustment is recorded.
 
Gains, Losses and Other Items
 
Gains, losses and other items for each of the periods presented are as follows (dollars in thousands): 
For the three months ended 
June 30, 
20192018
Restructuring plan charges and adjustments $1,800 $— 
Other 476 1 
$2,276 $1 

  For the three months ended
  June 30,
  2018 2017
Restructuring plan charges and adjustments $1,286
 $(100)
Other —
 2
  $1,286
 $(98)

12.15.  COMMITMENTS AND CONTINGENCIES:
 
Legal Matters
 
The Company is involved in various claims and legal proceedings. Management routinely assesses the likelihood of adverse judgments or outcomes to these matters, as well as ranges of probable losses, to the extent losses are reasonably estimable. The Company records accruals for these matters to the extent that management concludes a loss is probable and the financial impact, should an adverse outcome occur, is reasonably estimable. These accruals are reflected in the Company’s condensed consolidated financial statements. In management’s opinion, the Company has made appropriate and adequate accruals for these matters, and management believes the probability of a material loss beyond the amounts accrued to be remote. However, the ultimate liability for these matters is uncertain, and if accruals are not adequate, an adverse outcome could have a material effect on the Company’s consolidated financial condition or results of operations. The Company maintains insurance coverage above certain limits. There are currently no matters pending against the Company or its subsidiaries for which the potential exposure is considered material to the Company’s condensed consolidated financial statements. 


22

Commitments
The Company leases data processing equipment, office furniture and equipment, land and office space under noncancellable operating leases.  The Company has a future commitment for lease payments over the next 22 years years of $76.5 million.
In connection with the disposition of Acxiom Impact during fiscal 2017, the Company assigned a facility lease to the buyer of the business. The Company guaranteed the facility lease as required by the asset disposition agreement. Should the assignee default, the Company would be required to perform under the terms of the facility lease, which continues through September 2021. At June 30, 2018, the Company’s maximum potential future rent payments under this guarantee totaled $2.0 million.
13.16. INCOME TAX:


In determining the quarterly provision for income taxes, the Company makesapplies its best estimate of theestimated annual effective income tax rate expected to be applicableits year-to-date pretax income or loss and adjusts for discrete tax items in the full fiscal year.period. The estimated annual effective income tax rate for the current fiscal year is impactedprimarily driven by the reduction in the U.S.valuation allowance, with a lesser impact attributable to federal corporate income tax rate (discussed below), non-deductible stock-based compensation, state income taxes, research tax credits and the benefit of certain state tax losses, offset by income tax expenses in profitable foreign jurisdictions. State income taxes are influenced by the geographic and legal entity mixRealization of the Company's U.S.net deferred tax assets is dependent upon its generation of sufficient taxable income as well as the diversity of rules among the states. The Company does not record a tax benefit for certain foreign losses due to uncertainty of future utilization.

On December 22, 2017, the U.S. enacted significant tax law changes following the passage of H.R. 1, "An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution onproper character in future years in appropriate tax jurisdictions to obtain benefit from the Budget for Fiscal Year 2018 "the Tax Act") (previously known as "The Tax Cutsreversal of temporary differences and Jobs Act"). The Tax Act reduced the U.S. federal corporate income tax rate from 35% to 21%, among other provisions. We believe we have properly estimated our federal and state income tax liabilities for the impacts of the Tax Act, including provisional amounts under SAB No. 118 related to the rate change, the impact of increased bonus depreciation, and the effects on executive compensation deductions. The Tax Act may be subject to technical amendments, as well as interpretations and implementing of regulations by the Department of Treasury and Internal Revenue Service, any of which could increase or decrease one or more impacts of the legislation. As such, we will continue to analyze the effects of the Tax Act and may record adjustments to provisional amounts during the measurement period ending no later than December 31, 2018.net operating loss carryforwards. As of June 30, 2018, we have not changed2019, the provisional estimates recognizedCompany continues to maintain a full valuation allowance on its deferred tax assets except in fiscal 2018. Any impacts to our income tax expense as a result of additional guidance will be recorded in the period in which the guidance is issued.certain foreign jurisdictions.




14.17. FAIR VALUE OF FINANCIAL INSTRUMENTS:
 
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value.


Cash and cash equivalents, trade receivables, unbilled and notes receivable, short-term borrowings and trade payables - The carrying amount approximates fair value because of the short maturity of these instruments.

Long-term debt - The interest rate on the revolving credit agreement is adjusted for changes in market rates and therefore the carrying value approximates fair value. The estimated fair value of other long-term debt was determined based upon the present value of the expected cash flows considering expected maturities and using interest rates currently available to the Company for long-term borrowings with similar terms. At June 30, 2018, the estimated fair value of long-term debt approximates its carrying value.


Under applicable accounting standards financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company assigned assets and liabilities to the hierarchy in the accounting standards, which is Level 1 - quoted prices in active markets for identical assets or liabilities, Level 2 - significant other observable inputs and Level 3 - significant unobservable inputs.
 
The following table presents the balances of assets measured at fair value as of June 30, 20182019 (dollars in thousands): 
Level 1 Level 2 Level 3 Total 
Assets: 
Other current assets $15,263 $— $— $15,263 
Total assets $15,263 $— $— $15,263 

  Level 1 Level 2 Level 3 Total
Assets:        
Other current assets $14,344
 $—
 $—
 $14,344
Total assets $14,344
 $—
 $—
 $14,344



15.18.  SUBSEQUENT EVENT


On July 2, 2018, the Company entered into a definitive agreement to sell Acxiom Marketing Solutions ("AMS") to The Interpublic Group of Companies, Inc. (“IPG”) for $2.3 billion in cash, subject to customary closing adjustments. The transaction is subject to standard regulatory review, Acxiom shareholder approval and other customary closing conditions. In addition:

As required regulatory approvals are being sought and received, Acxiom intends to solicit shareholder approval for the transaction;
Once shareholder approval has been received, which is expected in the second quarter of fiscal 2019, the Company expectsclosed its merger agreement with Data Plus Math Corporation, a media measurement company that works with brands, agencies, cable operators, streaming TV services and networks to reporttie cross-screen ad exposure with real-world outcomes, for approximately $117 million in cash. The aggregate value of merger consideration with respect to assumed options and the resultsshares of AMS as discontinued operations;
The transactioncommon stock of the Company, subject to holdback agreements with certain key employees, is expected to close in the third quarter of fiscal 2019; and
The Company expects to report a gain on the sale.

The Company expects to realizeequal approximately $1.7 billion in net cash proceeds, after taxes and fees. Following the closing, the Company intends to:

Retire its existing $230 million debt balance;
Initiate a $500 million cash tender offer for its common stock;
Increase its outstanding share repurchase authorization by up to an additional $500$33 million and extendbe reported as non-cash stock compensation over the duration of its programapplicable vesting periods. The initial accounting for this acquisition is incomplete due to December 31, 2020;
Use the remaindertiming of the proceeds to fund its growth initiatives, strategic acquisition, opportunitiesincluding the disclosure of the major classes of assets acquired and meet its ongoing cash needs;liabilities assumed and supplemental pro forma disclosures.
Transfer the Acxiom brand name and associated trademarks to IPG; and
Rename the Company LiveRamp Holdings, Inc. and, shortly thereafter, begin trading its common stock under the new ticker symbol “RAMP”.


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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

We begin Management’s Discussion and Analysis of Financial Condition and Results of Operations with an overview of our operating segments, summary financial results and notable events. This overview is followed by a summary of our critical accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. We then provide a more detailed analysis of our results of operations and financial condition.

Introduction and Overview


Acxiom CorporationLiveRamp is a global technology and services company with a vision of becoming the trusted platform that makes all customer data accessible and meaningful. We provide an enterprise customer management platform that helps organizations better leverage customer data to transformdeliver innovative products and meaningful experiences. Powered by its core capabilities in data into value for everyone. Through a simple, open approach to connecting systemsaccessibility, identity, connectivity and data we provide the data foundation for the world’s best marketers. By makingstewardship. LiveRamp makes it safe and easy to activate, validate, enhance,connect the world's data, people and unify data, we provide marketers with the ability to deliver relevant messages at scale and tie those messages back to actual results. Our products and services enable people-based marketing, allowing our clients to generate higher return on investment and drive better omnichannel customer experiences.applications.

AcxiomLiveRamp is a Delaware corporation foundedheadquartered in 1969 in Conway, Arkansas.San Francisco, California. Our common stock is listed on the NASDAQ Global Select MarketNew York Stock Exchange under the symbol “ACXM.“RAMP.” We serve a global client base from locations in the United States, Europe, and the Asia-Pacific (“APAC”) region. Our direct client list includes many of the world’s largest and best-known brands across most major industry verticals, including but not limited to financial, insurance and investment services, retail, automotive, retail, telecommunications, high tech, consumer packaged goods, healthcare, travel, entertainment, non-profit, and government. Through our extensive reseller and partnership network, we serve thousands of additional companies, establishing LiveRamp as a foundational and neutral enabler of the customer experience economy.

Operating SegmentsSegment


DuringThe Company operates as one operating segment. An operating segment is defined as a component of an enterprise for which separate financial information is evaluated regularly by the first quarter of fiscal 2019, the Company realigned its portfolio into two distinct business segments: LiveRamp, the identity infrastructure for powering exceptional customer experiences, and Acxiom Marketing Solutions, the leading provider of services for creating a unified approach to data-driven marketing. This realignment allows Acxiom to best meet client needs in a rapidly evolving marketplace, create a strong foundation for continued growth and enhance value for shareholders.

This structure configured Acxiom’s three previous segments into two, aligning key Audience Solutions’ assets to each. All identity assets including IdentityLink, AbiliTec® intellectual property and Acxiom’s TV integrations were consolidated under LiveRamp. The remaining Audience Solutions’ lines of business for data and data services were combined with Marketing Services to create Acxiom Marketing Solutions.

As a result of this organizational realignment, information that ourchief operating decision maker. Our chief operating decision maker regularly reviews for purposes of allocatingevaluates our financial information and resources and assessingassesses the performance changed.

Our operating segments provide management withof these resources on a comprehensive view of our key businesses based on how we manage our operations and measure results. Additional information related to our operating segments and geographic information is contained in Note 10 - Segment Information of the Notes to Condensed Consolidated Financial Statements.

LiveRamp
LiveRamp is the leading independent provider of identity and data connectivity for powering exceptional customer experiences. Through integrations with approximately 600 leading digital marketing platforms and data providers, we have become a key point of entry into the digital ecosystem, helping our clients eliminate data silos and unlock greater value from the marketing tools they use every day. We provide the foundational identity technology that enables our clients to engage consumers across any channel and measure the impact of marketing on sales. In addition,consolidated basis. Since we operate as one operating segment, all required financial segment information can be found in the consolidated financial statements.

Sources of Revenues

LiveRamp recognizes revenue from the following sources: (i) subscription revenue, which consists primarily of subscription fees from clients accessing our platform; and (ii) marketplace and other revenue, which primarily consists of revenue-sharing fees generated from data transactions through our Data Store platform, and transactional usage-based revenue from arrangements with certain publishers and addressable TV providers. Our platform subscription pricing is tiered based on data volume supported by our platform.

The majority of our subscription revenue is derived from subscriptions that are one year in duration and invoiced on a neutral, open platform that enables all partsmonthly basis, although some of our clients are entering into multi-year subscriptions.
The LiveRamp Platform

As depicted in the marketing ecosystemgraphic below, we power the industry’s leading enterprise customer management platform. We enable organizations to connectaccess and useleverage data in responsible, ethical ways at scale.


IdentityLink

IdentityLink™ is our category leading identity resolution platform that connects people, data, and devicesmore effectively across the physical and digital world, powering privacy-compliant, people-based marketing that allows consumersapplications they use to better connectinteract with their customers. A core component of our platform is the brands and products they love. Leveraging the LiveRampomnichannel, deterministic identity graph IdentityLink firstthat sits at its center. Leveraging this knowledgebase, the LiveRamp platform resolves a client’scustomer’s data (first-, second-, or third-party) to consumer identifiers that represent real people in a way that protects consumer privacy. This omnichannel view of the consumer can then be delivered toactivated across any of the 600 partners in our ecosystem through a process called "data onboarding" in order to support a variety of people-based marketing solutions, including:

•Onboarding. We enable customers to leverage their first-party data in the digital and TV ecosystems through a safe and secure data matching process called data onboarding. Our technology ingests a customer’s first-party data, removes all offline data (personally-identifiable or "PII"), and replaces them with anonymized IDs called IdentityLinks, a true people-based identifier. IdentityLinks can then be distributed through direct integrations to the top platforms in the digital ecosystem, including leading DMPs and DSPs, publishers and social networks, personalization tools, and connected TV services.

•Identity Resolution. We provide enterprise-level identity resolution with accuracy, reach, privacy, flexibility and scale. Our identity resolution capabilities are built from two complementary graphs, combining offline data and
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online data and providing the highest level of accuracy while still being privacy compliant. LiveRamp technology for PII gives brands and platforms the ability to connect and update what they know about consumers, resolving PII across enterprise databases and systems to deliver better customer experiences in a privacy-conscious manner. Our digital identity graph associates anonymous device IDs, cookie IDs and other online customer IDs from premium publishers, platforms or data providers, around an IdentityLink. This allows marketers to perform the personalized segmentation, targeting, personalization and measurement use cases. that require a consistent view of the user in anonymous spaces.


•Data Networks. We enable the search, discovery and distribution of data, with access to trusted industry leading third-party data globally. The LiveRamp platform allows users to organize, group and access customer data, connected via IdentityLink, to benefit from better campaign targeting and audience intelligence. Our platform also provides the tools for data providers to manage the organization, access, and operation of their data and services available across platforms, publishers, agencies, brands, and data companies. Providers and buyers can also choose to leverage our neutral data marketplace (see below for discussion on Data Store), featuring 180 providers across all verticals and data types.

•Measurement & Analytics. We power more accurate, more complete measurement with the measurement vendors and partners our customers use. Our platform allows customers to combine disparate data files (typically ad exposure and customer events, like transactions), replacing customer identifiers with IdentityLinks. Customers then can use that aggregated view of each consumer for measurement of reach and frequency, sales lift, closed loop offline to online conversion and cross-channel attribution.

•Analytics Environments. We also help enable in-house data science analytics, providing an end-to-end customized measurement solution designed for marketers looking to create an omnichannel view of their customer journey. Leveraging our identity graph, we help organizations control and aggregate all their customer data to interrogate, explore, analyze and report within our data science environment, that powers the deep functionality of a data lake.

•Consent Management. Our Consent Management Platform ("CMP") empowers consumers to maintain their privacy while facilitating business for brands and publishers.Our CMP informs website visitors about the data being collected on them and how it will be used. We provide the tools to give consumers control and choice over their personal data, publishers the solutions to operate sustainable business models, and brands the ability to advertise more relevantly and effectively.
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ramp-20190630_g1.jpg



TargetingPersonalizationMeasurement
acxm20170331x10k002a08.jpg

acxm20170331x10k003a04.jpg

acxm20170331x10k004a10.jpg
ExampleExampleExample
Clients can deploy targeted ads to known customers by using IdentityLink to upload data from first-, second-, and third-party data sources, resolve it to an omnichannel privacy-compliant link and then onboard to one of 600 LiveRamp partners.Clients can deliver highly relevant content the moment viewers visit their website landing page, no login required. Leveraging IdentityLink, clients can resolve customer segment data to devices and digital IDs, onboard that data to a personalization platform and provide one-to-one experiences without compromising user privacy.Clients can connect exposure data with first- and third-party purchase data across channels by resolving all customer devices back to the customers to which they belong. Then, clients can onboard that data to a measurement platform to clearly establish cause, effect and impact.

Consumer privacy and data protection, what we call Data Ethics, are at the center of how we design our products and services. Accordingly, IdentityLinkthe LiveRamp platform operates in a SafeHaven® certified environment with technical, operational, and personnel controls designed to ensurekeep our clients’customers’ data is kept private and secure.


IdentityLink isOur solutions are sold to brandsenterprise marketers and the companies with which they partner with to execute their marketing, including agencies, marketing technology providers, publishers and data providers. Today, we work with over 690 direct customers world-wide, including approximately 20% of the Fortune 500, and serve thousands of additional customers indirectly through our reseller partnership arrangements.


IdentityLink for •Brands and Agencies.IdentityLink allows We work with over 300 of the largest brands and their agencies toin the world, helping them execute people-based marketing by creating an omnichannel viewomni-channel understanding of the consumer and activating for usethat understanding across their choice of best-of-breed digital marketing platforms.


IdentityLink for Platforms and Publishers. IdentityLink provides•Marketing Technology Providers. We provide marketing technology providers and digital publishers with the abilityidentity foundation required to offer people-based targeting, measurement and personalization within their platforms. This adds value for brands by increasing reach, as well as the speed at which they can activate their marketing data.

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•Publishers. We enable publishers of any size to offer people-based marketing on their properties. This adds value for brands by providing direct access to their customers and prospects in the publisher's premium inventory.

IdentityLink for •Data Owners.IdentityLink allows Leveraging our vast network of integrations, we allow data owners to easily connect their data to the digital ecosystem and better monetize it.their own data. Data can be distributed directly to clients or made available through the IdentityLinkLiveRamp Data Storefeature. This adds value for brands as it allows them to augment their understanding of consumers and increase both the extent of their reach toagainst and depth of their understanding of customers and prospects.


We charge for IdentityLink on an annual subscription basis. Our subscription pricing is based primarily on data volume supported by our platform.


IdentityLink Data Store


As we have scaled the LiveRamp network and technology, we have found additional ways to leverage our platform, deliver more value to clients and create incremental revenue streams. Leveraging LiveRamp’sour common identity system and broad integration network, the IdentityLinkLiveRamp Data Store is a data marketplace that seamlessly connects data owners’ audience data across the marketing ecosystem. The IdentityLink Data Store allows data owners to easily monetize their data across hundreds of marketing platforms and publishers with a single contract. At the same time, the Data Store provides a single gateway where data buyers, including platforms and publishers, in addition to brands and their agencies, can access high-quality third-party data from more than 150180 data owners, supporting all industries and encompassing all types of data. Data providers include sources and
brands exclusive to LiveRamp, emerging platforms with access to previously unavailable deterministic data, and data partnerships enabled by IdentityLink. LiveRamp thoroughly vets all data sources to ensure any data listed on the Data Store is privacy safe and sourced ethically.our platform.


We generate revenue from the IdentityLink Data Store through revenue-sharing arrangements with data owners that are monetizing their data assets on our marketplace. This revenue is typically transactional in nature, tied to data volume purchased on the Data Store.


LiveRamp Revenue Model

LiveRamp recognizes revenue from the following sources: (i) subscription revenue, which consists of subscription fees from clients accessing our IdentityLink platform; and (ii) marketplace and other revenue, which primarily consists of revenue generated from data owners as well as certain publishers and addressable TV providers in the form of revenue-sharing arrangements. Our subscription pricing is tiered based on data volume supported by our platform. The majority of our subscription revenue is derived from subscriptions that are one year in duration and invoiced on a monthly basis, although some of our clients are entering into multi-year subscriptions that are invoiced annually.

Acxiom Marketing Solutions ("AMS")

Our AMS segment designs, builds and manages the unified foundation of data and technology that helps clients grow revenue, win new customers, increase customer loyalty, and optimize marketing spend in a privacy-safe environment. We help architect the foundation for data-driven marketing by delivering solutions that integrate customer and prospect data across the enterprise, thereby enabling our clients to establish a single view of the customer. In addition, we help our clients validate the accuracy of their data, enhance it with additional insight, and keep it up to date, enabling brands to reach desired audiences with highly relevant messages. Leveraging our suite of data services, clients can identify, segment, and differentiate their audiences for more effective and targeted marketing. Finally, we support our clients in navigating the complexities of consumer privacy regulation, making it easy and safe for them to use innovative technology, maintain choice in channels and media, and stay agile in this competitive era of the consumer. Together, these solutions and services allow our clients to generate higher return on marketing investments and, at the same time, drive better, more relevant customer experiences.

The AMS segment includes the following service offerings: Data Management, Audience Creation and Data Analytics.

Data Management. Our Data Management offering provides solutions that unify consumer data across an enterprise within a Unified Data Layer - a data environment that enables clients to execute relevant, people-based marketing across channels and devices. Our consumer marketing solutions, which we design, build, and manage for our clients, make it possible for our clients to collect and analyze information from all sources, thereby increasing customer acquisition, retention, and loyalty. Through our growing partner network, clients are able to integrate their data with best-of-breed marketing applications while respecting and protecting consumer privacy. We provide the connective tissue across the martech and adtech systems our clients use to establish an integrated, omnichannel consumer data foundation that can power all forms of marketing - from email, direct mail, display and search, to social, mobile, and more. We deploy a flexible, open, and modular approach that enables our clients to easily expand their marketing stack over time.
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Data Management services are generally provided under long-term contracts. Our revenue consists primarily of recurring monthly billings, and to a lesser extent, other volume and variable based billings.


Audience Creation. Our Audience Creation offering comprises global third-party data products and services, including InfoBase®, digital data and global data. With data on over 2.5 billion addressable consumers, InfoBase provides the most comprehensive, accurate, and descriptive consumer data in the market. Example InfoBase audience data elements:
inforbaseauddataelementsa.jpg
Clients can enhance their understanding of consumers and their preferences by appending InfoBase data to their own consumer profiles or purchase InfoBase data in list form for digital and offline customer acquisition. In addition, we sell our consumer data indirectly through more than 100 different digital publishers and martech platforms, including Google, OATH, Adobe and The Trade Desk, providing marketers with the ability to create and target specific audiences on those platforms. Our global data offerings are ethically sourced and developed using hundreds of data sources, each carefully evaluated, screened, and monitored for appropriate data collection and privacy policy practices including proper consumer notice and choice.

Our Audience Creation revenue includes licensing fees, which are typically in the form of recurring monthly billings, as well as transactional revenue based on volume or one-time usage. In addition, when our data is sold through indirect digital channels, we generate data revenue from certain digital publishers and martech platforms in the form of revenue sharing agreements.

Data Analytics. Our Data Analytics offering includes analytical and closed-loop measurement services that provide our clients with actionable insights to fuel people-based marketing across the full customer lifecycle. Our independent services help brands measure marketing ROI, attribute marketing impact, deepen audience insights, and predict likely consumer behavior.

Data Analytics revenue primarily consists of recurring monthly billings, as well as transactional revenue based on volume or one-time usage.

Summary

Together, our products and services form the “power grid” for data, the critical foundation for people-based marketing that brands need to engage consumers across today’s highly fragmented landscape of channels and devices. We provide industry-leading technology and services that power data-driven customer experiences in ways that are ethical, secure, and protect consumer privacy.


Summary Results and Notable Events
 
A financial summary of the quarter ended June 30, 20182019 is presented below:
•Revenues were $227.0$82.5 million, a 6.8%32.1% increase from $212.5$62.5 million in the same quarter a year ago.
•Cost of revenue was $117.3$36.4 million, a 2.9%54.0% increase from $114.0$23.7 million in the same quarter a year ago.
•Gross margin increaseddecreased to 48.3%55.9% from 46.4%62.1% in the same quarter a year ago.
•Total operating expenses were $115.4$94.5 million, a 10.7%38.1% increase from $104.3$68.4 million in the same quarter a year ago.
•Cost of revenue and operating expenses for the quarters ended June 30, 20182019 and 20172018 include the following items:
◦Non-cash stock compensation of $20.4 million and $15.0 million, respectively (cost of revenue and operating expenses)
◦Purchased intangible asset amortization of $6.1 million and $6.0 million, respectively (cost of revenue)
◦Separation and transformation costs of $6.8 million and $7.1 million, respectively (operating expenses)
◦Non-cash stock compensation of $18.6 million and $17.8 million, respectively (cost of revenue and operating expenses)
◦Purchased intangible asset amortization of $3.1 million and $6.0 million, respectively (cost of revenue)
◦Accelerated depreciation of $1.9 million in fiscal 2020 (cost of revenue and operating expenses)
◦Restructuring charges of $2.3 million in fiscal 2020 (operating expenses)
•Net loss from continuing operations was $3.0$42.5 million, or $0.04a loss of $0.61 per diluted share, compared to a net loss of $1.3$27.8 million, or $0.02$0.36 per diluted share in the same quarter a year ago.
•Net cash provided byused in operating activities of $17.2was $15.4 million a $12.2 million increase compared to $5.0$2.3 million in the same quarter a year ago.
•The Company repurchased 1.9repurchase 0.4 million shares of its common stock for $45.8$20.1 million under the Company's common stock repurchase program.
•On April 2, 2019, the Company acquired all of the outstanding shares of Faktor B. V. ("Faktor") for approximately $4.5 million in cash. Faktor is a global consent management platform that allows consumers to control how their data is collected, used, and transferred for usage to another party. Faktor's platform provides people with notice and choice on websites and mobile apps and allows them to opt-in or out via a visible banner of the page.
This summary highlights financial results as well as other significant events and transactions of the Company during the quarter ended June 30, 2018.2019.  However, this summary is not intended to be a full discussion of the Company’s results.  This summary should be read in conjunction with the following discussion of Results of Operations and Capital Resources and Liquidity and with the Company’s condensed consolidated financial statements and footnotes accompanying this report.



Recent DevelopmentsDevelopment


On July 2, 2018, the Company entered into a definitive agreement to sell AMS to The Interpublic Group of Companies, Inc. (“IPG”) for $2.3 billion in cash, subject to customary closing adjustments. The transaction is subject to standard regulatory review, Acxiom shareholder approval and other customary closing conditions. In addition:

As required regulatory approvals are being sought and received, Acxiom intends to solicit shareholder approval for the transaction;
Once shareholder approval has been received, which is expected in the second quarter of fiscal 2019, the Company expectsclosed its merger agreement with Data Plus Math Corporation, a media measurement company that works with brands, agencies, cable operators, streaming TV services and networks to reporttie cross-screen ad exposure with real-world outcomes, for approximately $117 million in cash. The aggregate value of merger consideration with respect to assumed options and the resultsshares of AMS as discontinued operations;
The transactioncommon stock of the Company, subject to holdback agreements with certain key employees, is expected to close in the third quarter of fiscal 2019; and
The Company expects to report a gain on the sale.

The Company expects to realizeequal approximately $1.7 billion in net cash proceeds, after taxes and fees. Following the closing, the Company intends to:

Retire its existing $230 million debt balance;
Initiate a $500 million cash tender offer for its common stock;
Increase its outstanding share repurchase authorization by up to an additional $500$33 million and extendbe reported as non-cash stock compensation over the duration of its program to December 31, 2020;applicable vesting periods.
Use the remainder of the proceeds to fund its growth initiatives, strategic acquisition opportunities and meet its ongoing cash needs;
Transfer the Acxiom brand name and associated trademarks to IPG; and
Rename the Company LiveRamp Holdings, Inc. and, shortly thereafter, begin trading its common stock under the new ticker symbol “RAMP”.


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Results of Operations
 
A summary of selected financial information for each of the periods reported is presented below (dollars in thousands, except per share amounts):
 For the three months endedFor the three months ended 
 June 30,June 30, 
     %% 
 2018 2017     Change20192018 Change 
Revenues $226,960
 $212,514
 7
Revenues $82,511 $62,471 32 
Cost of revenue 117,271
 113,960
 3
Cost of revenue 36,426 23,654 54 
Gross profit 109,689
 98,554
 11
Gross profit 46,085 38,817 19 
Total operating expenses 115,390
 104,261
 11
Total operating expenses 94,460 68,419 38 
Loss from operations (5,701) (5,707) —
Loss from operations (48,375)(29,602)63 
Net loss (3,015) (1,300) 132
Net loss $(42,140)$(3,015)1,298 
Diluted loss per share $(0.04) $(0.02) 100
Diluted loss per share $(0.61)$(0.36)1,457 
 
Revenues

The Company's revenues by reporting segment for each of the periods reported is presented below (dollars in thousands):
  For the three months ended
  June 30,
      %
Revenues 2018 2017    Change
  LiveRamp $62,458
 $46,757
 34
  Acxiom Marketing Solutions 164,502
 165,757
 (1)
    Total revenues $226,960
 $212,514
 7
For the three months ended 
June 30, 
% 
20192018Change 
Subscription$68,326 $51,329 33 
Marketplace and Other14,185 11,142 27 
Total revenues $82,511 $62,471 32 
 
Total revenues were $227.0 million, an increase of 6.8%, or $14.4 million, from $212.5 million in the same quarter a year ago. The impact of exchange rates was positive by approximately $1.3 million. Strong revenue growth in LiveRamp of $15.7 million was partially offset by a decline in AMS of $1.3 million. AMS was impacted by a decline of approximately $9 million from Facebook due to contract termination, offset partially by new logo wins and other volume and contract increases.

LiveRamp revenue for the quarter ended June 30, 20182019 was $62.5$82.5 million, a $15.7$20.0 million or 33.6%32.1%, increase compared to the same quarter a year ago. The increase was due to LiveRamp subscriptionSubscription growth of 38.4%$17.0 million, or 33.1%, primarily due to new logo deals and upsell to existing customers, and Marketplace and Other growth of $3.0 million, or 27.3%. Marketplace and Other revenue growth of 15.0% was negatively impacted by an approximately $2in the amount of $3.0 million decrease in revenue from thea revenue-sharing arrangements duearrangement related to a lost customer. On a geographic basis, U.S. LiveRamp revenue increased $14.1$20.3 million, or 33.5%36.1%, from the same quarter a year ago. International LiveRamp revenue increased $1.6decreased $0.3 million, or 34.4%.

AMS revenue for the quarter ended June 30, 2018 was $164.5 million, a $1.3 million, or 0.8%4.5%, decrease compared tofrom the same quarter a year ago. On a geographic basis, U.S. AMSAgain, both U.S and International revenue decreased $1.8 million, or 1.2%, due to Facebook reductions, offset partiallywas negatively impacted by new logo wins and other volume and contract increases. International AMS revenue increased $0.6 million, or 4.2%. Excluding the favorable impact of exchange rates ($1.0 million), International AMS revenue decreased $0.4 million. By lines of business, Data Management revenue increased $4.4 million, Audience Creation revenue decreased $5.9 million and Data Analytics revenue increased $0.2 million.lost customer.


Cost of revenue and Gross profit

The Company’s cost of revenue and gross profit for each of the periods reported is presented below (dollars in thousands):
 For the three months endedFor the three months ended 
 June 30,June 30, 
     %% 
 2018 2017 Change20192018Change 
Cost of revenue $117,271
 $113,960
 (1)Cost of revenue $36,426 $23,654 (1)
Gross profit $109,689
 $98,554
 11
Gross profit $46,085 $38,817 19 
Gross margin % 48.3% 46.4% 4
Gross margin % 55.9 %62.1 %(10)
 
Cost of revenue: Includes allthird-party direct costs including Identity Graph and cloud and hosting costs, as well as costs of sales such as data and other third-party costs directly associated with revenue. Cost of revenue also includes expenses for each of the Company’s operations functions including client services, account management, agency, strategy and analytics, IT, data acquisition,security and product operations.operations functions. Finally, cost of revenue includes amortization of internally developed software and other acquisition related intangibles.
 
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Cost of revenue was $117.3$36.4 million for the quarter ended June 30, 2018,2019, a $3.3$12.8 million, or 2.9%54.0%, increase from the same quarter a year ago. Gross margins increaseddecreased to 48.3%55.9% compared to 46.4%62.1% in the same quarter of the prior year. The gross margin increasedecrease is due primarily to the LiveRamp revenue increasesincreased Identity Graph data, hosting, and cost efficiencies.security costs, as well as accelerated depreciation. U.S. gross margins increaseddecreased to 49.6%57.7% in the current year from 47.7%64.5% in the prior year again due to the LiveRamp revenue growth and cost efficiencies.year. International gross margins increaseddecreased to 35.4%32.4% from 31.9%40.6%.


Operating Expenses

The Company’s operating expenses for each of the periods reported is presented below (dollars in thousands):

 For the three months endedFor the three months ended 
 June 30,June 30, 
     %% 
Operating expenses 2018 2017 ChangeOperating expenses 20192018Change 
Research and development $24,536
 $23,563
 4
Research and development $23,722 $16,970 40 
Sales and marketing 54,850
 48,440
 13
Sales and marketing 43,144 33,323 29 
General and administrative 34,718
 32,356
 7
General and administrative 25,318 18,125 40 
Gains, losses and other items, net 1,286
 (98) (1,412)Gains, losses and other items, net 2,276 1 na 
Total operating expenses $115,390
 $104,261
 11
Total operating expenses $94,460 $68,419 38 
      
 
Research and development (“R&D”): Includes operating expenses for the Company’s engineering and product/project management functions supporting research, new development, and related product enhancement.
 
R&D expenses were $24.5$23.7 million for the quarter ended June 30, 2018,2019, an increase of $1.0$6.8 million, or 4.1%,39.8% compared to the same quarter a year ago, and are 10.8%28.8% of total revenues compared to 11.1%27.2% in the same quarter of the prior year. The increase is due primarily to ongoing investment in LiveRamp investments of $1.8 million.products.


Sales and marketing (“S&M”): Includes operating expenses for the Company’s sales, marketing, and product marketing functions.
 
S&M expenses were $54.9$43.1 million for the quarter ended June 30, 2018,2019, an increase of $6.4$9.8 million, or 13.2%29.5%, compared to the same quarter a year ago, and are 24.2%52.3% of total revenues compared to 22.8%53.3% in the same quarter of the prior year. Current quarter expenses included $8.9 million of non-cash stock-based compensation expense compared to $9.9 million in the prior year. The remaining increase in S&M expenses is due to primarilyincreased headcount to LiveRamp investments of $9.6 million, which includes an increase in non-cash stock compensation of $4.7 million. The increase in non-cash stock compensation was due primarily to the PDP acquisition.support revenue growth initiatives.

General and administrative (G&A): Represents operating expenses for all corporate functions, includingthe Company's finance, human resources, legal, corporate IT, and theother corporate office.administrative functions.
 
G&A expenses were $34.7$25.3 million for the quarter ended June 30, 2018,2019, an increase of $2.4$7.2 million, or 7.3%,39.7% compared to the same quarter a year ago, and are 15.3%30.7% of total revenues compared to 14.2%29.0% in the same quarter of the prior year. G&A expenses included $4.5 million of non-cash stock-based compensation compared to $2.8 million in the same quarter of the prior year. The remaining increase in G&A expenses is primarily headcount related to support business growth.


Gains, losses, and other items, net: Represents restructuring costs and other adjustments.


Gains, losses and other items, net of $1.3$2.3 million for the quarter ended June 30, 20182019 increased $1.4$2.3 million compared to the same quarter a year ago from workforce reduction related severance costs.ago. The current quarter included $1.8 million in restructuring charges (primarily severance).


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Loss from Operations and Operating Margin
The Company’s loss from operations, as well as operating margin by segment, for each of the periods reported is presented below (dollars in thousands):
  For the three months ended
  June 30,
  2018 2017
Operating income (loss) and margin:    
LiveRamp $9,203
 $(97)
  

 

Acxiom Marketing Solutions 47,458
 48,374
  

 

Less:  
  
  Corporate expenses 27,840
 25,967
  Purchased intangible asset amortization 6,054
 5,966
  Non-cash stock compensation 20,360
 15,031
  Separation and transformation costs 6,822
 7,119
  Gains, losses and other items, net 1,286
 (98)
Loss from operations $(5,701) $(5,707)
Total operating margin (2.8)% (2.7)%

Loss from operations was $5.7$48.4 million for the quarter ended June 30, 20182019 compared to $5.7$29.6 million for the same quarter a year ago. Operating margin was a negative 2.8%58.6% compared to a negative 2.7%47.4%.


LiveRampOther Income and Income Taxes

Other income from operations was $9.2 million, a 14.7% margin, for the quarter ended June 30, 2018 compared to loss from operations of $0.1 million, a negative 0.2% margin, for the same quarter a year ago. A $16.0 million increase in gross profit was partially offset by R&D and S&M investments.

AMS income from operations was $47.5 million, a 28.8% margin, for the quarter ended June 30, 2018 compared to $48.4 million, a 29.2% margin, for the same quarter a year ago. U.S. margins decreased to 30.7% in the current quarter from 31.3% due to the decrease in Audience Creation revenue. International operating margins increased to 9.5% from 6.0% due to the revenue increase.

Corporate expenses were $27.8$5.9 million for the quarter ended June 30, 20182019 compared to $26.0 million for the same quarter a year ago, and are 12.3% of total revenues compared to 12.2% in the prior year.

Other Expense, Income Taxes and Other Items
Interest expense was $2.8 million for the quarter ended June 30, 2018 compared to $2.3$0.4 million for the same quarter a year ago. The increase is primarilydue to interest income related to an increase ininvested cash proceeds from the average ratesale of approximately 60 basis points.AMS.


Other incomeIncome tax benefit was $0.5$0.4 million on a pretax loss of $42.5 million for the quarter ended June 30, 2018 compared to other expense of $0.7 million for the same quarter a year ago. Other income and expense primarily consists of interest income and foreign currency transaction gains and losses in each period reported. The prior year quarter includes $0.7 million expense for accelerated deferred debt costs related to the debt refinancing.
Income tax benefit was $5.0 million on pretax loss of $8.0 million for the quarter ended June 30, 20182019 compared to income tax benefit of $7.4$1.4 million on a pretax loss of $8.7$29.2 million for the same quarter last year. The effective tax ratesExcept for both periods were impacted by non-deductible stock-based compensation related to the Arbor and Circulate acquisitions. In the quarter ended June 30, 2018, the Company recognized a discretecertain states, no income tax benefit of $1.3 million related to net excess tax benefits from stock-based compensation compared to $1.5 millionwas recorded for the same quarter last year. The quarter ended June 30, 2018 was also impacted by the Tax Act's permanent reductioncurrent year pretax losses due to uncertainty of realization of our deferred tax assets.

Discontinued Operations

Summary results of operations of AMS are segregated and included in earnings from discontinued operations, net of tax, in the U.S. federal corporate income tax rate.Company's condensed consolidated statements of operations for the period presented below (dollars in thousands):

For the three months ended June 30, 2018
Revenues$164,489 
Cost of revenue93,617 
Gross profit70,872 
Operating expenses:
Research and development7,566 
Sales and marketing21,527 
General and administrative16,594 
Gains, losses and other items, net1,284 
Total operating expenses46,971 
Income from discontinued operations23,901 
Interest expense(2,838)
Other, net168 
Earnings from discontinued operations before income taxes21,231 
Income taxes (benefit)(3,572)
Earnings from discontinued operations, net of tax$24,803 


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Capital Resources and Liquidity
 
Working Capital and Cash Flow
Working capital at June 30, 2018 totaled $149.3 million, a $32.7 million decrease when compared to $182.0 million at March 31, 2018, due primarily to the repurchase of 1.9 million shares of common stock for $45.8 million.

The Company’s cash is primarily located in the United States.  Approximately $22.4$7.8 million of the total cash balance of $95.1 million,$1.0 billion, or approximately 23.6%0.8%, is located outside of the United States.  The Company has no current plans to repatriate this cash to the United States.

Accounts receivable days sales outstanding was 66 daysWorking capital at June 30, 20182019 totaled $1.0 billion, a $79.9 million decrease when compared to 61 days$1.1 billion at March 31, 2018, and is calculated as follows (dollars in thousands):2019.

  June 30, 2018 March 31, 2018
Numerator – trade accounts receivable, net $163,767
 $167,188
Denominator:  
  
Quarter revenue 226,960
 244,781
Number of days in quarter 91
 90
Average daily revenue $2,494
 $2,720
Days sales outstanding 66
 61
Net cash provided by operating activities was $17.2 million for the three months endedSubsequent to June 30, 2018, compared to $5.02019, the Company:
•Closed its merger agreement with Data Plus Match Corporation for approximately $117 million in the same period a year ago.  The $12.2 million increase resulted primarily from favorable changes in working capital.    cash; and
Investing activities used cash of $10.7 million during the three months ended June 30, 2018 compared to $10.5 million in the same period a year ago. Investing activities consisted primarily of capital expenditures ($4.4 million compared to $6.9 million in the prior period), capitalization of software ($3.6 million compared to $3.4 million in the prior period), and $2.5 million in the•Repurchased shares under its current year for a long-term investment.
Financing activities used cash of $52.6 million during the three months ended June 30, 2018 compared to $2.1 million in the same period a year ago. The current year primarily consisted of treasury stock purchases of $45.8 million (1.9 million shares of the Company's common stock pursuant to the board of directors' approved stock repurchase plan). The prior year consisted primarily of proceeds from the debt refinancing of $230.0 million which were used to pay off the outstanding $225 million term and revolving loan balances, with interest, along with $4.0 million in fees related to the restated credit agreement.


On August 29, 2011, the board of directors adopted a common stock repurchase program.  That program was subsequently modified and expanded, most recently on March 30, 2018 (see Note 3 - Earnings Per Share).  Under the modified common stock repurchase program for approximately $49 million in cash.

Management believes that the Company may purchase up to $500.0 million of its common stock through the period ending December 31, 2019. During the three months ended June 30, 2018, the Company repurchased 1.9 million shares of its common stock for $45.8 million.  Through June 30, 2018, the Company had repurchased a total of 22.0 million shares of its stock for $420.4 million, leaving remaining capacity of $79.6 million under the stock repurchase program.

Credit and Debt Facilities
See Note 8 “Long-Term Debt” of the Notes to Condensed Consolidated Financial Statements for further details related to the Company’s amended and restated credit agreement.
Based on our current expectations, we believe our liquidity and capital resourcesCompany's existing available cash will be sufficient to operate our business.meet the Company's working capital and capital expenditure requirements for the foreseeable future. However, we may take advantage of opportunities to generate additional liquidity or refinance existing debt through capital market transactions. The amount, nature, and timing of any capital market transactions will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature, and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market conditions.


Cash Flows

The following table summarizes our cash flows for the periods presented (dollars in thousands):
For the three months ended
June 30,
20192018
Net cash used in operating activities$(15,408)$(2,280)
Net cash used in investing activities$(9,367)$(4,111)
Net cash used in financing activities$(31,132)$(52,586)
Net cash provided by discontinued operations$— $13,441 

Operating Activities - Continuing Operations

Our cash flows from operating activities are primarily influenced by growth in our operations, increases or decreases in collections from our clients and related payments to our suppliers. The timing of cash receipts from clients and payments to suppliers can significantly impact our cash flows from operating activities. Our collection and payment cycles can vary from period to period.

For the quarter ended June 30, 2019, net cash used in operating activities of $15.4 million resulted primarily from net loss adjusted for non-cash items of $13.6 million and an increase in cash used by operating assets and liabilities of $1.8 million. The net unfavorable change in operating assets and liabilities was primarily related to unfavorable changes in accounts receivable of $3.5 million and deferred revenue of $1.1 million, partially offset by favorable changes in other assets of $3.6 million. The increase in accounts receivable was primarily due to the growth in our subscription business and the timing of cash receipts from clients.

For the quarter ended June 30, 2018, net cash used in operating activities of $2.3 million resulted primarily from net loss adjusted for non-cash items of $2.8 million, offset by an increase in cash provided by operating assets and liabilities of $0.5 million. The net favorable change in operating assets and liabilities was primarily related to favorable changes in accounts payable and other liabilities of $4.4 million, partially offset by unfavorable changes in income taxes of $1.9 million and accounts receivable of $0.9 million. The increase in accounts payable and other liabilities was primarily due to the timing of payments to suppliers. The increase in accounts receivable was primarily due to the growth in our subscription business and the timing of cash receipts from clients.

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Investing Activities - Continuing Operations

Our primary investing activities have consisted of capital expenditures in support of our expanding headcount as a result of our growth. Capital expenditures may vary from period-to-period due to the timing of the expansion of our operations, the addition of new headcount and new facilities. Expenditures related to our capitalized software may also vary from period-to-period based on development cycles. As development cycles shorten, we expect our capitalized costs to continue to decrease. Other periodic investing activities include cash paid in acquisitions, cash received in dispositions that are not classified as discontinued operations, and payments for investments.

For the quarter ended June 30, 2019, we used $9.4 million of cash in investing activities, consisting of $4.9 million for capital expenditures, and $4.5 million for the acquisition of Faktor.

For the quarter ended June 30, 2018, we used $4.1 million of cash in investing activities, consisting primarily of $0.9 million for capital expenditures and $2.5 million payment for an investment.

Financing Activities - Continuing Operations

Our financing activities have consisted of acquisition of treasury stock, proceeds from our equity compensation plans, and shares repurchased for tax withholdings upon vesting of stock-based awards.

For the quarter ended June 30, 2019, we used $31.1 million of cash in financing activities, consisting of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan of $20.1 million (0.4 million shares), and $12.1 million for shares repurchased for tax withholdings upon vesting of stock-based awards (0.2 million shares). These uses of cash were partially offset by proceeds of $1.1 million from the sale of common stock from our equity compensation plans (less than 0.1 million shares).

For the quarter ended June 30, 2018, we used $52.6 million of cash in financing activities, consisting primarily of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan of $45.8 million (1.9 million shares), $10.0 million for shares repurchased for tax withholdings upon vesting of stock-based awards (0.4 million shares). These uses of cash were partially offset by proceeds of $4.1 million from the sale of common stock from our equity compensation plans (0.2 million shares).

Discontinued operations

Net cash provided by discontinued operations was $13.4 million in the prior year.

Off-Balance Sheet Items and Commitments
 
In connection withCommon Stock Repurchase Program

Under the August 2016 disposition of Acxiom Impact,modified common stock repurchase program, the Company assigned a facility leasemay purchase up to $1.0 billion of its common stock through the buyer ofperiod ending December 31, 2020. During the business. The Company guaranteed the facility lease as required by the asset disposition agreement. Should the assignee default,three months ended June 30, 2019, the Company would be required to performrepurchased 0.4 million shares of its common stock for $20.1 million under the terms of the facility lease, which continues through September 2021. Atstock repurchase program. Through June 30, 2018,2019, the Company's maximum potential future rent payments subject to this guarantee totaled $2.0Company had repurchased a total of 23.0 million shares of its stock for $469.2 million under the stock repurchase program, leaving remaining capacity of $530.8 million.
There were no material outstanding letters of credit at June 30, 2018 or March 31, 2018.

Contractual Commitments

The following table presents the Company’s contractual cash obligations exclusive of interest, and purchase commitments at June 30, 2018.2019.  Operating leases primarily consist of our various office facilities, and purchase commitments primarily include contractual commitments for the purchase of data. The table does not include the future payment of liabilities related to uncertain tax positions of $2.2$20.5 million as the Company is not able to predict the periods in which the
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payments will be made. The amounts for 20192020 represent the remaining nine months ending March 31, 2019.2020.  All other periods represent fiscal years ending March 31 (dollars in thousands). 
For the years ending March 31, 
20202021202220232024Thereafter Total 
Operating leases $7,023 $8,699 $8,255 $2,497 $571 $— $27,045 
  For the years ending March 31, 
  2019 2020 2021 2022 2023 Thereafter Total
Term loan $—
 $—
 $—
 $—
 $230,000
 $—
 $230,000
Other debt 991
 1,362
 348
 —
 —
 —
 2,701
Total long-term debt 991
 1,362
 348
 —
 230,000
 —
 232,701
Operating leases 12,482
 16,063
 15,464
 14,539
 8,099
 9,836
 76,483
Total contractual cash obligations $13,473
 $17,425
 $15,812
 $14,539
 $238,099
 $9,836
 $309,184

  For the years ending March 31, 
 
2019
2020
2021
2022
2023
Thereafter
Total
Total purchase commitments
$33,891

$18,226

$9,298

$1,539

$338

$—

$63,292
Purchase commitments include contractual commitments for the purchase of data and open purchase orders for equipment, paper, office supplies, construction and other items.  Purchase commitments in some cases will be satisfied by entering into future operating leases, capital leases, or other financing arrangements, rather than payment of cash.  The above commitments relating to long-term obligations do not include future payments of interest.  The Company estimates future interest payments on debt for the remainder of fiscal 2019 of $9.2 million.


The following are contingencies or guarantees under which the Company could be required, in certain circumstances, to make cashFuture minimum payments as of June 30, 2018 (dollars in thousands):2019 related to restructuring plans as a result of of the Company's exit from certain leased office facilities are: Remainder of Fiscal 2020: $1,886; Fiscal 2021: $2,544; Fiscal 2022: $2,610; Fiscal 2023: $2,663; Fiscal 2024: $2,699; and Thereafter: $4,497.

Lease guarantees$1,972
Surety bonds$405
For the years ending March 31, 
20202021202220232024Thereafter Total 
Purchase commitments $13,821 $7,179 $5,201 $3,308 $96 $48 $29,653 
 
While the Company does not have any other material contractual commitments for capital expenditures, certain levels of investments in facilities and computer equipment continue to be necessary to support the growth of the business. In some cases, the Company also licenses software and sells hardware to clients.  Management believes that the Company’s existing available debt and cash flow from operations will be sufficient to meet the Company’s working capital and capital expenditure requirements for the foreseeable future.  The Company also evaluates acquisitions from time to time, which may require up-front payments of cash. 

For a description of certain risks that could have an impact on results of operations or financial condition, including liquidity and capital resources, see “Risk Factors” contained in Part I, Item 1A, of the Company’s 20182019 Annual Report.

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Non-U.S. Operations
 
The Company has a presence in the United Kingdom, France, Germany, Poland,Netherlands, Australia, China, Singapore and China.Japan. Most of the Company’s exposure to exchange rate fluctuation is due to translation gains and losses as there are no material transactions that cause exchange rate impact. In general, each of the foreign locations is expected to fund its own operations and cash flows, although funds may be loaned or invested from the U.S. to the foreign subsidiaries subject to limitations in the Company’s revolving credit facility.subsidiaries. These advances are considered long-term investments, and any gain or loss resulting from changes in exchange rates as well as gains or losses resulting from translating the foreign financial statements into U.S. dollars are included in accumulated other comprehensive income. ExchangeTherefore, exchange rate movements of foreign currencies may have an impact on the Company’s future costs or on future cash flows from foreign investments. The Company has not entered into any foreign currency forward exchange contracts or other derivative instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.   
 
Critical Accounting Policies
 
We prepare our condensed consolidated financial statements in conformity with U.S. GAAP as set forth in the FASB ASC and we consider the various staff accounting bulletins and other applicable guidance issued by the SEC. These accounting principles require management to make certain judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The consolidated financial statements in the Company’s 20182019 Annual Report include a summary of significant accounting policies used in the preparation of Acxiom’sthe Company’s consolidated financial statements. In addition, the Management’s Discussion and Analysis filed as part of the 20182019 Annual Report contains a discussion of the policies that management has identified as the most critical because they require management’s use of complex and/or significant judgments. None of the Company’s critical accounting policies have materially changed since the date of the last annual report.report other than as described in the Accounting Pronouncements Adopted During the Current Year section of Note 1, “Basis of Presentation and Summary of Significant Accounting Policies,” of the Notes to Condensed Consolidated Financial Statements.
 
Accounting Pronouncements Adopted During the Current Year
 
See “Accounting Pronouncements Adopted During the Current Year” under Note 1, “Basis of Presentation and Summary of Significant Accounting Policies,” of the Notes to Condensed Consolidated Financial Statements for a discussion of certain accounting standards that have been issued and were adopted during the current fiscal year.
 
New Accounting Pronouncements Not Yet Adopted
 
See “Recent Accounting Pronouncements Not Yet Adopted” under Note 1, “Basis of Presentation and Summary of Significant Accounting Policies,” of the Notes to Condensed Consolidated Financial Statements for a discussion of certain accounting standards that have been issued but not yet adopted.



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Forward-looking Statements
 
This Quarterly Report on Form 10-Q contains forward-looking statements.statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. 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.
 
Forward-looking statements may include but are not limited to the following:


•management’s expectations about the macro economy;


•statements containing a projection of revenues, operating income (loss), income (loss), earnings (loss) per share, capital expenditures, dividends, capital structure, or other financial items;


•statements of the plans and objectives of management for future operations, including, but not limited to, those statements contained under the heading “Growth Strategy” in Part I, Item 1 of the Company's 20182019 Annual Report on Form 10-K;


•statements of future economic performance, including, but not limited to, those statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's 20182019 Annual Report on Form 10-K;


•statements containing any assumptions underlying or relating to any of the above statements; and


•statements containing a projection or estimate.


Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in such forward-looking statements are the following:


•the risk factors described in Part I, “Item 1A. Risk Factors” included in the Company's 20182019 Annual Report and those described from time to time in our future reports filed with the SEC;


•the possibility that, in the event a change of control of the Company is sought, certain clients may attempt to invoke provisions in their contracts allowing for termination upon a change in control, which may result in a decline in revenue and profit;


•the possibility that the integration of acquired businesses may not be as successful as planned;


•the possibility that the fair value of certain of our assets may not be equal to the carrying value of those assets now or in future time periods;


•the possibility that sales cycles may lengthen;


•the possibility that we will not be able to properly motivate our sales force or other associates;


•the possibility that we may not be able to attract and retain qualified technical and leadership associates, or that we may lose key associates to other organizations;


the possibility that we will not be able to continue to receive credit upon satisfactory terms and conditions;

•the possibility that competent, competitive products, technologies or services will be introduced into the marketplace by other companies;



36

•the possibility that there will be changes in consumer or business information industries and markets that negatively impact the Company;


•the possibility that we will not be able to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms;


•the possibility that there will be changes in the legislative, accounting, regulatory and consumer environments affecting our business, including but not limited to litigation, legislation, regulations and customs impairing our ability to collect, manage, aggregate and use data;


•the possibility that data suppliers might withdraw data from us, leading to our inability to provide certain products and services;


•the possibility that data purchasers will reduce their reliance on us by developing and using their own, or alternative, sources of data generally or with respect to certain data elements or categories;


•the possibility that we may enter into short-term contracts whichthat would affect the predictability of our revenues;


•the possibility that the amount of ad hoc, volume-based and projectother transactional based work will not be as expected;


•the possibility that we may experience a loss of data center capacity or interruption of telecommunication links or power sources;


•the possibility that we may experience failures or breaches of our network and data security systems, leading to potential adverse publicity, negative customer reaction, or liability to third parties;


•the possibility that our clients may cancel or modify their agreements with us;


•the possibility that we will not successfully complete customer contract requirements on time or meet the service levels specified in the contracts, which may result in contract penalties or lost revenue;


•the possibility that we may experience processing errors that result in credits to customers, re-performance of services or payment of damages to customers;


•the possibility that our performance may decline and we may lose advertisers and revenue if the use of "third-party cookies" or other tracking technology is rejected by Internet users, restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users' devices, or our or our clients' ability to use data on our platform is otherwise restricted;

•general and global negative economic conditions; and


•our tax rate and other effects of the changes to U.S. federal tax law.
 
With respect to the provision of products or services outside our primary base of operations in the United States, all of the above factors apply, along with the difficulty of doing business in numerous sovereign jurisdictions due to differences in scale, competition, culture, laws and regulations.
 
Other factors are detailed from time to time in periodic reports and registration statements filed with the SEC.  The Company believes that it has the product and technology offerings, facilities, associates and competitive and financial resources for continued business success, but future revenues, costs, margins and profits are all influenced by a number of factors, including those discussed above, all of which are inherently difficult to forecast.
 
In light of these risks, uncertainties and assumptions, the Company cautions readers not to place undue reliance on any forward-looking statements. TheForward-looking statements and such risks, uncertainties and assumptions speak only as of the date of the Quarterly Report on Form 10-Q, and the Company undertakes noexpressly disclaims any obligation or undertaking to publicly update or revise any forward-looking statements contained herein, to reflect any change in our expectations with regard thereto, or any other change based on the occurrence of future events, the receipt of new information or otherwise.otherwise, except to the extent otherwise required by law.


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Item 3.  Quantitative and Qualitative Disclosures about Market Risk
 
We believe there have been no material changes in our market risk exposures for the three months ended June 30, 2018,2019, as compared with those discussed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2018.2019.
 
Item 4.  Controls and Procedures
 
(a) Evaluation of Disclosure Controls and Procedures.
 
Our management, with the participation of our Chief Executive Officer and President (our principal executive officer) and our President, Chief Financial Officer and Executive Vice PresidentManaging Director of International (our principal financial and accounting officer), evaluated the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended). Based on this evaluation, our principal executive officer and our principal financial and accounting officer concluded that as of June 30, 2018,2019, our disclosure controls and procedures were effective.
 
(b) Changes in Internal Control over Financial Reporting.
 
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 20182019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



38

PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings
 
There are currently no matters pending against the Company or its subsidiaries for which the potential exposure is considered material to the Company’s condensed consolidated financial statements.
 
Item 1A. Risk Factors
 
The risks described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 20182019 (the "2018"2019 Form 10-K"), which was filed with the Securities and Exchange Commission on May 25, 2018,29, 2019, remain current in all material respects. We are updating the risk factors in our 2018 Form 10-K to include the following additional risk factors. The following risk factors should be read in conjunction with the risk factors discussed in Part 1, Item 1A of our 2018 Form 10-K. The risk factors in our 20182019 Form 10-K as updated to include the risk factors below, do not identify all risks that we face.  Our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations.  If any of the identified risks or others not specified in our SEC filings materialize, our business, financial condition, or results of operations could be materially adversely affected. In these circumstances, the market price of our common stock could decline.


The announcement and pendency of our sale of the Acxiom Marketing Solutions business (the “AMS Business”) to The Interpublic Group of Companies, Inc. (“IPG”) for $2.3 billion in cash, subject to customary closing adjustments (the “AMS Sale”), and the planned Holdco Merger and LLC Conversion (each, as defined below, and, together with the AMS Sale, the “AMS Sale and Reorganization”) whether or not consummated, may adversely affect our business.

The announcement and pendency of the AMS Sale and Reorganization, whether or not consummated, may adversely affect the trading price of our common stock, our business or our relationships with clients, vendors and employees. As a result of the announcement and pendency of the AMS Sale and Reorganization, third parties may be unwilling to enter into material agreements with respect to our business. New or existing clients, vendors and other business partners may prefer to enter into agreements with our competitors who have not expressed an intention to sell a portion of their business because clients and business partners may perceive that such new relationships are likely to be more stable. In addition, pending the completion of the AMS Sale and Reorganization, we may be unable to attract and retain key personnel as our employees may become concerned about the future of our business and lose focus or seek other employment. Furthermore, our management’s focus and attention and employee resources may be diverted from operational matters during the pendency of the AMS Sale and Reorganization. The Membership Interest Purchase Agreement dated as of July 2, 2018 by and among IPG, LiveRamp, Inc., our wholly owned subsidiary (“LiveRamp”), Acxiom Holdings, Inc., our wholly owned subsidiary (“Holdco”), and us (the “Purchase Agreement”) also imposes certain restrictions on the conduct of our business prior to the completion of the AMS Sale and Reorganization, which could delay or prevent us from undertaking business opportunities that may arise pending completion of the AMS Sale and Reorganization. In the event that the AMS Sale and Reorganization is not completed, the announcement of the termination of the Purchase Agreement may also adversely affect the trading price of our common stock, our business or our relationships with clients, vendors and employees.
39


We cannot be sure if or when the AMS Sale and Reorganization will be completed.

The consummation of the AMS Sale and Reorganization is subject to the satisfaction or waiver of various conditions, including the authorization of the AMS Sale by our stockholders and the authorization of our holding company merger with Holdco (the “Holdco Merger”) and our conversion into a limited liability company organized under the laws of the State of Delaware (the “LLC Conversion”) by our stockholders. We cannot guarantee that the closing conditions set forth in the Purchase Agreement or related documents will be satisfied. If we are unable to satisfy the closing conditions in IPG’s favor, or if other mutual closing conditions are not satisfied, IPG will not be obligated to complete the AMS Sale.

If the AMS Sale is not completed, our board of directors, in discharging its fiduciary obligations to our stockholders, will evaluate other strategic alternatives to the AMS Sale that may be available, which alternatives may not be as favorable to our stockholders as the AMS Sale. Any future sale of substantially all of our assets or other transactions may be subject to further stockholder approval.



If we fail to complete the AMS Sale and Reorganization, the failure to maintain existing business relationships or enter into new ones could adversely affect our business, results of operations, and financial condition. If we fail to complete the AMS Sale and Reorganization, we expect that we will also retain and continue to operate the AMS Business. The potential for loss or disaffection of employees or clients or vendors of the AMS Business following a failure to consummate the AMS Sale could have a material, negative impact on the value of our business.

In addition, if the AMS Sale and Reorganization are not consummated, our management and other employees will have expended extensive time and effort and their focus and attention will have been diverted from operational matters during the pendency of AMS Sale and Reorganization, and we will have incurred significant third party transaction costs, in each case, without any commensurate benefit, which may have a material and adverse effect on our stock price and results of operations.

The Purchase Agreement limits our ability to pursue alternatives to the AMS Sale and Reorganization.

The Purchase Agreement contains provisions that prohibit us from selling the AMS Business to any party other than IPG. The Purchase Agreement also contains provisions that make it more difficult for us to sell the entire Company. These provisions include the prohibition on our ability to solicit a competing proposal with respect to the AMS Sale and the requirement that we pay a termination fee equal to $86.25 million or, in certain circumstances, up to $15 million of expenses (which is creditable toward the termination fee if it is also payable) if the Purchase Agreement is terminated in specified circumstances. These provisions could make it less advantageous for a third party that might have an interest in acquiring us to consider or propose an alternative transaction, even if that party were prepared to pay consideration with a higher value than the consideration to be paid by IPG.
Because our LiveRamp business (the “LiveRamp Business”) represented a relatively small portion of our consolidated revenue for the fiscal year ended March 31, 2018, if the AMS Sale and Reorganization are completed, our business will be substantially different and may never achieve or sustain profitability.

The revenue generated from our LiveRamp Business for the fiscal year ended March 31, 2018 constituted approximately 24% of our consolidated revenue for that fiscal year. Although we expect the revenue generated from our LiveRamp Business to grow in the future, our business will be substantially different following the AMS Sale and Reorganization, and there can be no assurance that we will achieve sustained growth in our LiveRamp Business, achieve or sustain profitability in our LiveRamp Business, or generate positive cash flows from our LiveRamp Business, or in new products or business opportunities we may pursue.

In addition, since our focus following the closing of the AMS Sale and Reorganization will be on our LiveRamp Business, our management may face even greater expectations from investors and analysts to more quickly produce improved quarterly financial results for our LiveRamp Business as compared to the periods prior to the AMS Sale and Reorganization. This might cause distractions for our management and our board of directors and might at times conflict with our desire to build long-term stockholder value.

Our stockholders will not receive any distribution from the AMS Sale and Reorganization, and may never receive any return of value.

We currently intend to use the net proceeds from the AMS Sale to, among other things, pay the approximately $230 million balance of our outstanding loans under the Sixth Amended and Restated Credit Agreement, dated as of June 20, 2017, by and among the Company and the financial institutions party thereto from time to time as lenders, and related fees, to initiate a $500 million cash tender offer for our common stock, increase our outstanding share repurchase authorization by up to $500 million, and extend the duration of the program to December 31, 2020, and to fund growth initiatives, strategic acquisition opportunities and meet on going cash needs. However, there is no guarantee that the cash tender offer or increase or extension in the share repurchase program will occur.

In addition, we have not declared any cash dividends and do not intend to declare or pay any cash dividends in the foreseeable future. Stockholders also do not have appraisal rights in connection with the AMS Sale and Reorganization. Stockholders will not directly receive any liquidity from the AMS Sale and Reorganization and the only return to them will be based on any future appreciation in our stock price or upon a future sale or liquidation of us. Much depends on our future business, including the success or failure of our LiveRamp Business. There are no assurances that we will be successful, and current stockholders may never get a return on their investment.



There can be no assurances that we will be successful in investing the proceeds of the AMS Sale.

The process to identify potential investment opportunities, growth initiatives, strategic acquisition opportunities and to evaluate the future returns therefrom and business prospects thereof can be time consuming and uncertain. Our management could spend or invest the proceeds from the AMS Sale in ways with which our stockholders may not agree, and our management and the board of directors may authorize such spending or investment without seeking stockholder approval. The investment of these proceeds may not yield a favorable return and there can be no assurances that we will be successful in the investment of these proceeds.

We will continue to incur the expenses of complying with public company reporting requirements following the closing of the AMS Sale and Reorganization.

After the AMS Sale and Reorganization, we will continue to be required to comply with the applicable reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as well as rules adopted, and to be adopted, by the SEC and NASDAQ, and will incur significant legal, accounting and other expenses in connection with that compliance. In addition, our management and other personnel will need to continue to devote a substantial amount of time to these compliance initiatives.

We may be exposed to litigation related to the AMS Sale and Reorganization from the holders of our common stock.

Transactions such as the AMS Sale and Reorganization are often subject to lawsuits by stockholders. Particularly because the holders of our common stock will not receive any consideration from the AMS Sale and Reorganization, it is possible that they may sue the Company or the board of directors. Such lawsuits could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds


(a)a.Not applicable.


(b)b.Not applicable.


(c)c.The table below provides information regarding purchases by AcxiomLiveRamp of its common stock during the periods indicated.
        Maximum Number (or Approximate
  Total Number Average Price Total Number of Shares Dollar Value) of Shares that May Yet
  of Shares Paid Purchased as Part of Publicly  Be Purchased Under the
Period Purchased Per Share Announced Plans or Programs Plans or Programs
April 2018 1,291,374
 23.93
 1,291,374
 $94,458,537
May 2018 561,697
 26.45
 561,697
 79,600,656
June 2018 —
 —
 —
 79,600,656
Total 1,853,071
 24.70
 1,853,071
 N/A
Maximum Number (or Approximate 
Total Number Average Price Total Number of Shares Dollar Value) of Shares that May Yet 
of Shares Paid Purchased as Part of Publicly Be Purchased Under��the 
Period Purchased Per Share Announced Plans or Programs Plans or Programs 
April 2019 — — — $550,945,824 
May 2019 — — — 550,945,824 
June 2019 412,000 48.78 412,000 530,847,257 
Total 412,000 48.78 412,000 N/A 
 
On August 29, 2011, the board of directors adopted a common stock repurchase program.  That program was subsequently modified and expanded, most recently on March 30, 2018. Under the modified common stock repurchase program, the Company may purchase up to $500.0 million$1.0 billion of its common stock through the period ending December 31, 2019.2020. Through June 30, 2018,2019, the Company had repurchased a total of 22.023.0 million shares of its stock for $420.4$469.2 million, leaving remaining capacity of $79.6$530.8 million under the stock repurchase program.
 


Item 3. Defaults Upon Senior Securities
 
Not applicable.
 
Item 4. Mine Safety Disclosures
 
Not applicable.
 
Item 5. Other Information
 
Not applicable.



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Item 6.  Exhibits
 
The following exhibits are filed with this quarterly report: 
 
31.110.1 
31.1 
31.2
32.1
32.2
101
The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018,2019, formatted in XBRL: (i) Condensed Consolidated Balance Sheets at June 30, 20182019, and March 31, 2018,2019, (ii) Condensed Consolidated Statements of Operations for the Three Months ended June 30, 20182019 and 2017,2018, (iii) Condensed Consolidated Statements of Comprehensive Loss for the Three Months ended June 30, 20182019 and 2017,2018, (iv) Condensed Consolidated StatementStatements of Equity for the Three Months ended June 30, 2019 and 2018, (v) Condensed Consolidated Statements of Cash Flows for the Three Months ended June 30, 2019 and 2018, and (vi) the Notes to Condensed Consolidated Financial Statements, tagged in detail.



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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
LiveRamp Holdings, Inc. 
Acxiom Corporation
Dated: August 5, 2019 
Dated: August 9, 2018
By:/s/ Warren C. Jenson
(Signature)
Warren C. Jenson
President, Chief Financial Officer &and Executive Vice PresidentManaging Director of International 
(principal financial and accounting officer)



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