SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number ~~1-38669~~001-38669

LiveRamp Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

83-1269307

(I.R.S. Employer Identification No.)

225 Bush Street, Seventeenth Floor

San Francisco, CA

(Address of Principal Executive Offices)

94104

(Zip Code)

(866) 352-3267

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $.10 Par Value

RAMP

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None



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 every Interactive Data File required to be submitted 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 such files).
	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).

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.


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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 ☐

			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]

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

December 31, ~~2019~~2020

Forward-looking Statements

•management’s expectations about the macro economy;

•our expectations regarding the potential impact of the pandemic related to the current and continuing outbreak of a novel strain of coronavirus ("COVID-19") on our business, operations, and the markets in which we and our partners and customers operate;

•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;

•statements of future performance, including, but not limited to, those statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q;

•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 Annual Report on Form 10-K for the fiscal year ended March 31, 2020 filed with the Securities and Exchange Commission ("SEC") on May 26, 2020, as revised and updated by the supplemental risk factors in Part II, Item 1A "Risk Factors" of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed with the SEC on August 10, 2020, 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 competent, competitive products, technologies or services will be introduced into the marketplace by other companies;

•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 that would affect the predictability of our revenues;

•the possibility that the amount of volume-based and other 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, or may not make timely or complete payments due to the COVID-19 pandemic or other factors;

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

•the possibility that we 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 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 conditions;

•the potential adverse impacts of the COVID-19 pandemic on our employees, our business, our operations, the business of our customers and other business partners, and the markets and communities in which we and our partners and customers operate; and

•our tax rate and other effects of the changes to U.S. federal tax law, including the impact of the 2017 U.S tax reform legislation, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), and the Consolidated Appropriations Act of 2021.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

See accompanying notes to condensed consolidated financial statements.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

For the three months ended
December 31,
2019 2018
Revenues $ 102,217 $ 80,021
Cost of revenue 37,966 34,838
Gross profit 64,251 45,183
Operating expenses:
Research and development 27,403 20,469
Sales and marketing 51,993 40,054
General and administrative 26,107 27,828
Gains, losses and other items, net 233 5,043
Total operating expenses 105,736 93,394
Loss from operations (41,485) (48,211)
Total other income 3,158 10,404
Loss from continuing operations before income taxes (38,327) (37,807)
Income taxes (benefit) (287) (22,546)
Net loss from continuing operations (38,040) (15,261)
Earnings from discontinued operations, net of tax — 1,071,661
Net earnings (loss) $ (38,040) $ 1,056,400
Basic earnings (loss) per share:
Continuing operations $ (0.56) $ (0.20)
Discontinued operations — 13.85
Net earnings (loss) $ (0.56) $ 13.65
Diluted earnings (loss) per share:
Continuing operations $ (0.56) $ (0.20)
Discontinued operations — 13.85
Net earnings (loss) $ (0.56) $ 13.65


	For the three months ended
	December 31,
	2020		2019
Revenues	$	119,753	$	102,217
Cost of revenue	37,085		37,966
Gross profit	82,668		64,251
Operating expenses:
Research and development	30,608		27,403
Sales and marketing	43,904		51,993
General and administrative	23,943		26,107
Gains, losses and other items, net	(6)		233
Total operating expenses	98,449		105,736
Loss from operations	(15,781)		(41,485)
Total other income (expense)	(86)		3,158
Loss from operations before income taxes	(15,867)		(38,327)
Income tax benefit	(4,142)		(287)


Net loss	$	(11,725)	$	(38,040)




Basic loss per share	$	(0.18)	$	(0.56)




Diluted loss per share	$	(0.18)	$	(0.56)

See accompanying notes to condensed consolidated financial statements.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

See accompanying notes to condensed consolidated financial statements.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME (LOSS)~~LOSS

(Dollars in thousands)

See accompanying notes to condensed consolidated financial statements.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

THREE AND NINE MONTHS ENDED DECEMBER 31, 2020

(Dollars in thousands)


								Accumulated
	Common Stock			Additional				other		Treasury Stock
	Number			paid-in		Retained		comprehensive		Number			Total
For the three months ended December 31, 2020	of shares	Amount		Capital		earnings		income		of shares	Amount		Equity
Balances at September 30, 2020	145,705,138	$	14,570	$	1,552,303	$	1,499,398	$	6,944	(79,516,592)	$	(2,022,353)	$	1,050,862
Employee stock awards, benefit plans and other issuances	371,888	37		5,079		—		—		(61,010)	(3,627)		1,489
Non-cash stock-based compensation	3,997	1		17,004		—		—		—	—		17,005
Restricted stock units vested	391,912	39		(39)		—		—		—	—		0



Comprehensive income (loss):
Foreign currency translation	—	—		—		—		870		—	—		870
Net loss	—	—		—		(11,725)		—		—	—		(11,725)
Balances at December 31, 2020	146,472,935	$	14,647	$	1,574,347	$	1,487,673	$	7,814	(79,577,602)	$	(2,025,980)	$	1,058,501


For the nine months ended December 31, 2020
Balances at March 31, 2020	143,938,753	$	14,394	$	1,496,565	$	1,545,094	$	5,745	(78,081,314)	$	(1,974,286)	$	1,087,512
Employee stock awards, benefit plans and other issuances	566,704	56		8,621		—		—		(174,622)	(9,382)		(705)
Non-cash stock-based compensation	17,548	2		44,915		—		—		—	—		44,917
Restricted stock units vested	1,169,530	117		(117)		—		—		—	—		0
Liability-classified restricted units vested	780,400	78		24,363		—		—		—	—		24,441

Acquisition of treasury stock	—	—		—		—		—		(1,321,666)	(42,312)		(42,312)
Comprehensive income (loss):
Foreign currency translation	—	—		—		—		2,069		—	—		2,069
Net loss	—	—		—		(57,421)		—		—	—		(57,421)
Balances at December 31, 2020	146,472,935	$	14,647	$	1,574,347	$	1,487,673	$	7,814	(79,577,602)	$	(2,025,980)	$	1,058,501

See accompanying notes to condensed consolidated financial statements

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

THREE AND NINE MONTHS ENDED DECEMBER 31, 2019

(Dollars in thousands)

See accompanying notes to condensed consolidated financial statements

~~LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY~~

~~THREE AND NINE MONTHS ENDED DECEMBER 31, 2018~~

~~(Dollars in thousands)~~

Accumulated
Common Stock Additional other Treasury Stock
Number paid-in Retained comprehensive Number Total
For the three months ended December 31, 2018 of shares Amount Capital earnings income (loss) of shares Amount Equity
Balances at September 30, 2018 138,356,148 $ 13,836 $ 1,277,614 $ 658,666 $ 10,192 (60,650,555) $ (1,199,630) $ 760,678
Employee stock awards, benefit plans and other issuances 683,542 69 9,165 — — (457,468) (22,282) (13,048)
Non-cash stock-based compensation 93,641 9 16,751 — — — — 16,760
Non-cash stock-based compensation from discontinued operations — — 62,861 — — — — 62,861
Restricted stock units vested 1,704,408 170 (170) — — — — —
Acquisition of treasury stock — — — — — (400,194) (18,341) (18,341)
Tender offer — — — — — (11,235,955) (503,393) (503,393)
Comprehensive income (loss):
Foreign currency translation — — — — (2,301) — — (2,301)
Net earnings — — — 1,056,400 — — — 1,056,400
Balances at December 31, 2018 140,837,739 $ 14,084 $ 1,366,221 $ 1,715,066 $ 7,891 (72,744,172) $ (1,743,646) $ 1,359,616
For the nine months ended December 31, 2018
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
Cumulative-effect adjustment from adoption of ASU 2014-09 — — — 12,727 — — — 12,727
Employee stock awards, benefit plans and other issuances 1,122,879 113 17,242 — — (953,523) (36,906) (19,551)
Non-cash stock-based compensation 334,225 33 50,819 — — — — 50,852
Non-cash stock-based compensation from discontinued operations — — 62,861 — — — — 62,861
Restricted stock units vested 3,300,959 329 (329) — — — — —
Warrant exercises — — (51) — — 3,488 51 —
Acquisition of treasury stock — — — — — (2,253,265) (64,107) (64,107)
Tender offer — — — — — (11,235,955) (503,393) (503,393)
Comprehensive income (loss):
Foreign currency translation — — — — (2,876) — — (2,876)
Net earnings — — — 1,074,008 — — — 1,074,008
Balances at December 31, 2018 140,837,739 $ 14,084 $ 1,366,221 $ 1,715,066 $ 7,891 (72,744,172) $ (1,743,646) $ 1,359,616

~~See accompanying notes to condensed consolidated financial statements~~

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

912

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

(Dollars in thousands)


		For the nine months ended							For the nine months ended
		December 31,							December 31,
		2019		2018			2020		2019
Cash flows from discontinued operations:
From operating activities		$	—	$	40,980
From investing activities		—		2,236,530
Effect of exchange rate changes on cash		—		(172)
Net cash provided by discontinued operations		—		2,277,338

Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(113)		(1,811)		Effect of exchange rate changes on cash	$	1,220	$	(113)

Net change in cash, cash equivalents and restricted cash	Net change in cash, cash equivalents and restricted cash	(279,458)		1,406,756		Net change in cash, cash equivalents and restricted cash	(69,225)		(279,458)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	1,061,473		140,018		Cash, cash equivalents and restricted cash at beginning of period	732,626		1,061,473
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	782,015	$	1,546,774	Cash, cash equivalents and restricted cash at end of period	$	663,401	$	782,015

Supplemental cash flow information:	Supplemental cash flow information:					Supplemental cash flow information:
Cash paid during the period for:
Income taxes		$	6,171	$	666
Cash paid (received) for income taxes, net						Cash paid (received) for income taxes, net	$	(2,092)	$	6,171

See accompanying notes to condensed consolidated financial statements.

1013

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 LiveRamp Holdings, Inc. ("Registrant", "LiveRamp", "we", "us" or the "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, ~~2019~~2020 (“~~2019~~2020 Annual Report”), as filed with the SEC on May ~~28, 2019.~~26, 2020. This quarterly report and the accompanying condensed consolidated financial statements should be read in connection with the ~~2019~~2020 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, ~~2020.~~2021.

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 ~~2019~~2020 Annual Report.

~~Accounting Pronouncements Adopted During the Current Year~~

In January 2017, the Financial Accounting Standards Board ("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, goodwill impairment is recognized based on step one of the preceding guidance, which calculates the carrying value in excess of the reporting unit's fair 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 standard did not have an impact to our qualitative assessment for goodwill impairment that we performed in the first quarter of fiscal 2020.

~~In February 2016,~~Due to the ~~FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02")~~COVID-19 Coronavirus pandemic (COVID-19 or COVID-19 pandemic), ~~as a comprehensive new standard that amended various aspects of existing guidance for leases~~there has been uncertainty and requires additional disclosures about leasing arrangements. The new standard requires 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 financingdisruption in the ~~income statement. The Company adopted~~global economy and financial markets. We are not aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the ~~updated guidance~~carrying value of our assets or liabilities as of ~~April 1, 2019 using~~December 31, 2020. While there was not a ~~modified retrospective transition method. See Note 2 of these Notes~~material impact to ~~condensed consolidated financial statements for further details.~~

~~Recent Accounting Pronouncements Not Yet Adopted~~

In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes", which simplifies the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for annual periods beginning after December 15, 2020, with early adoption permitted. ~~The Company is currently assessing the impact of this new standard on~~ our condensed consolidated financial statements as of and ~~does not expect~~for the ~~adoption will have a~~three and nine months ended December 31, 2020, these estimates may change, as new events occur and additional information is obtained, as well as other factors related to COVID-19 pandemic that could result in material ~~impact on~~impacts to our condensed consolidated financial ~~statements.~~statements in future reporting periods.

In August 2018, the FASB issued ASU 2018-13, “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, 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.

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.

CCAs, 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.


Accounting pronouncements adopted during the current year
Standard	Description	Date of Adoption	Effect on Financial Statements or Other Significant Matters
Accounting Standards Update ("ASU") 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 that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal use software license. Previously, all implementation costs for a hosting arrangement that was a service contract were expensed when incurred.	April 1, 2020	The effect of prospectively adopting ASU 2018-15 on our condensed consolidated financial statements and related disclosures was not material.
ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework ("ASU 2018-13")	ASU 2018-13 eliminates, modifies and adds disclosure requirements for fair value measurements.	April 1, 2020	The effect of adopting ASU 2018-13 on our condensed consolidated financial statements and related disclosures was not material.
ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) ("ASU 2016-13")	ASU 2016-13 introduces new methodology for accounting for credit losses on financial instruments. The guidance establishes a new forward looking "expected loss model" that requires entities to estimate expected credit losses on accounts receivable and other financial instruments by using all practical and relevant information.	April 1, 2020	The effect of adopting ASU 2016-13 on our condensed consolidated financial statements and related disclosures was not material.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments)" ("ASU 2016-13"). ASU 2016-13 introduces new methodology for accounting for credit losses on financial instruments. The guidance establishes a new forward-looking "expected loss model" that requires entities to estimate current expected credit losses on accounts receivable and other financial instruments by using all practical and relevant information. ASU 2016-13 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 842 ADOPTION IMPACT AND LEASES~~

On April 1, 2019, the Company adopted the new lease guidance using a modified retrospective transition method applied to existing leases as of April 1, 2019. Results for reporting periods beginning after March 31, 2019 are presented under the new guidance, while prior period comparative amounts are not adjusted and continue to be reported in accordance with historical guidance. The Company applied the new standard using the practical expedients permitted under the transition guidance where the Company:

•~~did not reassess whether any expired or existing contracts contain a lease;~~

•~~did not reassess the classification of existing leases; and~~

•~~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 includes selecting a yield curve based on a hypothetical credit rating.

The resulting impact, as of the 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 a 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 a result of adopting the new guidance.

The Company determines if an arrangement contains a lease or is a lease at inception, and whether lease and non-lease components are combined or not. Operating leases with a duration of one year or less are excluded from right-of-use assets and lease liabilities and related expense is recorded as incurred.

As of December 31, 2019, right-of-use assets included in other assets, net were $17.9 million, short-term lease liabilities included in other accrued expenses were $8.6 million, and long-term lease liabilities included in other liabilities were $12.6 million.

The Company leases its office facilities under non-cancellable operating leases that expire at various dates through fiscal 2025. Operating lease costs were $7.2 million for the nine months ended December 31, 2019.

~~Future minimum payments under all operating leases (including operating leases with a duration of one year or less) as of December 31, 2019 are as follows (dollars in thousands):~~

~~Year~~

~~Amount~~Recent accounting pronouncements not yet adopted

~~Fiscal 2020~~

$Standard

~~2,725~~ Description

Date of Adoption

Effect on Financial Statements or Other Significant Matters

ASU 2019-12

Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12")

ASU 2019-12 simplifies the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for annual periods beginning after December 15, 2020 (fiscal 2022 for the Company), including interim periods within those fiscal years.

~~Fiscal~~April 1, 2021

~~10,187~~

~~Fiscal 2022~~

~~9,147~~

~~Fiscal 2023~~

~~2,670~~

~~Fiscal 2024~~

~~725~~

~~Thereafter~~

~~Total undiscounted lease commitments~~

~~25,487~~

~~Less: Interest~~

~~4,370~~

~~Total discounted operating lease liabilities~~

~~21,117~~

The Company does not expect the adoption of this guidance will have a material impact on our condensed consolidated financial statements.

~~Future minimum payments~~

2. 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 ended				For the nine months ended
	December 31,				December 31,
	2020		2019		2020		2019
Basic loss per share:


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

Basic weighted-average shares outstanding	66,523		67,473		66,034		68,021



Basic loss per share	$	(0.18)	$	(0.56)	$	(0.87)	$	(1.77)

Diluted loss per share:
Basic weighted-average shares outstanding	66,523		67,473		66,034		68,021
Dilutive effect of common stock options and restricted stock as computed under the treasury stock method (1)	0		0		0		0
Diluted weighted-average shares outstanding	66,523		67,473		66,034		68,021



Diluted loss per share	$	(0.18)	$	(0.56)	$	(0.87)	$	(1.77)

(1) The number of common stock options and restricted stock units as computed under the treasury stock method that would have otherwise been dilutive but are excluded from the table above because their effect would have been anti-dilutive due to the net loss position of the Company were 3.3 million and 2.6 million in the three and nine months ended December 31, 2020, respectively and 2.5 million and 2.6 million in the three and nine months ended December 31, 2019, related to restructuring plans as a result of the Company's exit from certain leased office facilities (see Note 14) are: Fiscal 2020: $636; Fiscal 2021: $2,560; 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):~~


	~~Nine Months Ended~~
	~~December 31, 2019~~
~~Cash paid for amounts included in the measurement of lease liabilities:~~
~~Operating cash flows used in operating leases~~	$	~~6,483~~
~~Weighted average remaining lease term~~	~~3.61 years~~
~~Weighted average discount rate~~	~~5.0~~		%

respectively.

~~As previously disclosed~~Restricted stock units that were outstanding during the periods presented but were not included in ~~our Fiscal 2019 Annual Report on Form 10-K and under~~ the ~~previous lease accounting standard,~~computation of diluted loss per share because their effect would have been anti-dilutive (other than due to the ~~future minimum payments under all operating leases as~~net loss position of ~~March 31, 2019 was as follows (dollars~~the Company) are shown below (shares in thousands):

For the years ending March 31,
2020 2021 2022 2023 2024 Thereafter Total
Operating leases $ 12,057 $ 11,253 $ 10,865 $ 5,160 $ 3,270 $ 4,497 $ 47,102


	For the three months ended		For the nine months ended
	December 31,		December 31,
	2020	2019	2020	2019
Number of shares underlying restricted stock units	0	961	141	732

Stockholders’ Equity

Under the modified common stock repurchase program, the Company may purchase up to $1.0 billion of its common stock through the period ending December 31, 2022. During the nine months ended December 31, 2020, the Company repurchased 1.3 million shares of its common stock for $42.3 million under the stock repurchase program. Through December 31, 2020, the Company had repurchased a total of 28.2 million shares of its stock for $673.6 million under the stock repurchase program, leaving remaining capacity of $326.4 million.

Accumulated other comprehensive income balances of $7.8 million and $5.7 million at December 31, 2020 and March 31, 2020, respectively, reflect accumulated foreign currency translation adjustments.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS:

Disaggregation of Revenue

In the following table, revenue is disaggregated by primary geographical market and major service offerings (dollars in thousands).


		For the nine months ended							For the nine months ended
		December 31,							December 31,
Primary Geographical Markets	Primary Geographical Markets	2019		2018		Primary Geographical Markets	2020		2019
United States	United States	$	255,895	$	189,997	United States	$	303,893	$	255,895
Europe	Europe	15,103		13,858		Europe	16,370		15,103
APAC		3,873		3,449
Asia-Pacific ("APAC")						Asia-Pacific ("APAC")	3,588		3,873
		$	274,871	$	207,304		$	323,851	$	274,871

Major Offerings/Services	Major Offerings/Services					Major Offerings/Services
Subscription	Subscription	$	221,847	$	171,184	Subscription	$	262,130	$	221,847
Marketplace and Other	Marketplace and Other	53,024		36,120		Marketplace and Other	61,721		53,024
		$	274,871	$	207,304		$	323,851	$	274,871

Transaction Price Allocated to the Remaining Performance Obligations

We have performance obligations 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 ~~$344.4~~$333.1 million as of December 31, ~~2019. Additionally, the amount to~~2020, of which $230.9 million will be recognized over the next twelve ~~months was $200.4 million.~~months. The Company expects to recognize revenue on substantially all of these remaining performance obligations by March 31, 2024.

4. LEASES:

Right-of-use asset and lease liability balances consist of the following (dollars in millions):



	December 31, 2020		March 31, 2020
Right-of-use assets included in other assets, net	$	12.5	$	17.8
Short-term lease liabilities included in other accrued expenses	$	9.6	$	9.6
Long-term lease liabilities included in other liabilities	$	5.3	$	11.4

The Company leases its office facilities under non-cancellable operating leases that expire at various dates through fiscal 2025. Certain leases contain provisions for property-related costs that are variable in nature for which the Company is responsible, including common area maintenance and other property operating services. These costs are calculated based on a variety of factors including property values, tax and utility rates, property service fees, and other factors. Operating lease costs were $8.7 million and $7.5 million for the nine months ended December 31, 2020 and 2019, respectively.

~~4. EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS’ EQUITY:~~

~~Earnings (Loss) Per Share~~

~~A reconciliation~~Future minimum payments under all operating leases (including operating leases with a duration of ~~the numerator and denominator~~one year or less) as of ~~basic and diluted earnings (loss) per share is shown below (in thousands, except per share amounts):~~

For the three months ended For the nine months ended
December 31, December 31,
2019 2018 2019 2018
Basic earnings (loss) per share:
Net loss from continuing operations $ (38,040) $ (15,261) $ (120,382) $ (84,259)
Earnings from discontinued operations, net of tax — 1,071,661 — 1,158,267
Net earnings (loss) $ (38,040) $ 1,056,400 $ (120,382) $ 1,074,008
Basic weighted-average shares outstanding 67,473 77,398 68,021 77,260
Continuing operations $ (0.56) $ (0.20) $ (1.77) $ (1.09)
Discontinued operations — 13.85 — 14.99
Basic earnings (loss) per share $ (0.56) $ 13.65 $ (1.77) $ 13.90
Diluted earnings (loss) per share:
Basic weighted-average shares outstanding 67,473 77,398 68,021 77,260
Dilutive effect of common stock options, warrants, and restricted stock as computed under the treasury stock method — — — —
Diluted weighted-average shares outstanding 67,473 77,398 68,021 77,260
Continuing operations $ (0.56) $ (0.20) $ (1.77) $ (1.09)
Discontinued operations — 13.85 — 14.99
Diluted earnings (loss) per share $ (0.56) $ 13.65 $ (1.77) $ 13.90

~~Due to the net loss from continuing operations during the three and nine months ended~~ December 31, 2019 and 2018, the dilutive effect of options, warrants, and restricted stock units was excluded from the diluted loss per share calculation since the impact on the calculation was anti-dilutive. These anti-dilutive units2020 are ~~shown below (shares in thousands):~~

For the three months ended For the nine months ended
December 31, December 31,
2019 2018 2019 2018
Number of shares outstanding under options, warrants and restricted stock units plans 2,483 3,276 2,551 3,458

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 nine months ended
December 31, December 31,
2019 2018 2019 2018
Number of shares outstanding under restricted stock units plans 961 22 732 235

~~Stockholders’ Equity~~

Under the modified common stock repurchase program, the Company may purchase up to $1.0 billion of its common stock through the period ending December 31, 2020. During the nine months ended December 31, 2019, the Company repurchased 2.6 million shares of its common stock for $121.2 million under the stock repurchase program. Through December 31, 2019, the Company had repurchased a total of 25.1 million shares of its stock for $570.2 million under the stock repurchase program, leaving remaining capacity of $429.8 million.

~~Accumulated other comprehensive income balances of $6.8 million and $7.8 million at December 31, 2019 and March 31, 2019, respectively, reflect accumulated foreign currency translation adjustments.~~

~~5. ACQUISITIONS:~~

~~Data Plus Math~~

On July 2, 2019, the Company closed its merger with Data Plus Math Corporation ("DPM"), a media measurement company that works with brands, agencies, cable operators, streaming TV services and networks to tie cross-screen ad exposure with real-world outcomes. The Company has included the financial results of DPM in the condensed consolidated financial statements from the acquisition date. The acquisition date fair value of the consideration transferred for DPM was approximately $118.0 million, which consisted of the followingas follows (dollars in thousands):



~~Cash, net of $0.4 million cash acquired~~	$	~~100,886~~	Amount
~~Restricted cash held in escrow~~	~~14,815~~
~~Fair value of replacement stock options considered a component of purchase price~~	~~2,300~~
~~Total fair value of consideration transferred~~Fiscal 2021	$	~~118,001~~2,920
Fiscal 2022	9,303
Fiscal 2023	2,780
Fiscal 2024	785
Fiscal 2025	72
Thereafter	0
Total undiscounted lease commitments	15,860
Less: Interest and short-term leases	962
Total discounted operating lease liabilities	$	14,898

Future minimum payments as of December 31, 2020 related to restructuring plans as a result of the Company's exit from certain leased office facilities (see Note 14) are as follows (dollars in thousands): Fiscal 2021: $648; Fiscal 2022: $2,611; Fiscal 2023: $2,663; Fiscal 2024: $2,698; Fiscal 2025: $2,698; and Thereafter: $1,799.

5. ACQUISITIONS:

Acuity Data

On July 16, 2020, the Company completed the acquisition ~~date,~~of Acuity Data, a team of global retail and consumer packaged goods ("CPG") experts, for approximately $2.9 million in cash. The acquisition also included a three-year performance plan having a maximum potential attainment of $5.1 million that would be recorded as non-cash stock compensation if achieved. The acquisition strengthens the ~~Company delivered $14.8 million~~retail analytics capabilities of ~~cash to an escrow agent according to~~our Safe Haven platform by enabling better reporting, insights, and collaboration for retailers and CPG companies, bridging the ~~terms of the purchase agreement. The principal escrow amount is owned~~gap between trade and media by ~~the Company until funds are delivered to the DPM sellers one year from the acquisition date. All interest~~bringing consumers' digital signals and ~~earnings on the principal escrow amount remain the property of the Company.~~retail transaction data together in a privacy-conscious manner.

The ~~total fair value of~~following table presents the replacement stock options issued was $7.4 million of which $2.3 million was allocated to the purchase consideration and $5.1 million was allocated to future services and will be expensed over the future requisite service periods (see Note 7).

In connection with the DPM acquisition, the Company agreed to pay $24.7 million to certain key employees (see "Consideration Holdback" in Note 7). The consideration holdback is payable in 3 equal, annual increments, based on the anniversary dates of the acquisition, and is payable in shares of Company common stock. The number of shares to be issued annually will vary depending on the market price of the shares on the date of issuance. The consideration holdback is not part of thepreliminary purchase price ~~as vesting is dependent on continued employment of the key employees. It will be recorded as non-cash stock-based compensation expense over the~~ ~~three-year earning period.~~

~~The following table summarizes the preliminary estimated fair values of~~allocation related to assets acquired and liabilities assumed ~~as of the date of acquisition~~ (dollars in thousands):


	July ~~2, 2019~~16, 2020
Assets acquired:
Cash	$	~~438~~184
Trade accounts receivable	~~957~~156
Goodwill	~~89,942~~2,011
Intangible assets ~~(Other assets)~~	~~35,000~~1,100
Other current and noncurrent assets	~~1,186~~43
Total assets acquired	~~127,523~~3,494
Deferred income taxes	~~(6,357)~~(288)
Accounts payable and accrued expenses	~~(2,727)~~(89)
Net assets acquired	~~118,439~~3,117
Less:
Cash acquired	~~(438)~~(184)
~~Net purchase price allocated~~	~~118,001~~
~~Less:~~
~~Fair value of replacement stock options considered a component of purchase price~~	~~(2,300)~~
Net cash paid ~~in acquisition~~	$	~~115,701~~2,933

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as ~~goodwill. The~~ goodwill ~~balance~~and is ~~not deductible for U.S. income tax purposes. The Company initially recognized the assets~~primarily attributed to development of future technology and ~~liabilities acquired based on its preliminary estimates~~products, development of their fair values as of the acquisition date. As additional information becomes known concerning the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of the measurement period, which is not longer than a one-year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of the estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. As of December 31, 2019, the Company has not completed its fair value analysis and calculation in sufficient detail necessary to arrive at the final estimate of the fair value. The fair values currently assigned to tangible and identifiable intangible assets acquired and liabilities assumed were based on the information that was available as of the date of the acquisition. The Company expects to finalize the valuation as soon as practical.

~~The amounts allocated to intangible assets in the table above included developed technology, data supply relationships,~~future customer relationships, and ~~trademarks. Intangible assets will be amortized on a straight-line basis over~~ the ~~estimated useful lives. The following table presents the components of intangible assets acquired and their estimated useful lives as of the acquisition date (dollars in thousands):~~

Useful life
Fair value (in years)
Developed technology $ 23,000 4
Data supply relationships 7,000 4
Customer relationships 4,000 4
Trademarks 1,000 2
Total intangible assets $ 35,000

~~The Company has omitted disclosures of revenue and net loss of the acquired company from the acquisition date to December 31, 2019 as the amounts are not material.~~

The pro forma financial information in the table below summarizes the combined results of operations for LiveRamp and DPM for the purposes of pro forma financial information disclosures as if the companies were combined as of the beginning of fiscal 2019. The pro forma financial information for all periods presented included the business combination accounting effects resulting from these acquisitions, including amortization charges from acquired intangible assets (certain of which are preliminary), stock-based compensation charges for unvested restricted stock-based awards and stock options assumed, if any, and the related tax effects as though the aforementioned companies were combined as of the beginning of fiscal 2019. The pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal 2019.

The pro forma financial information for the three months ended December 31, 2018 combined the historical results of LiveRamp for the three months ended December 31, 2018 and the historical results of DPM for the three months ended September 30, 2018 (adjusted due to differences in reporting periods) and the effects of the pro forma adjustments listed above. The pro forma financial information for the nine months ended December 31, 2019 and 2018, respectively, combined the historical results of LiveRamp for the nine months ended December 31, 2019 and 2018, and the historical results of DPM for the six months ended June 30, 2019 and the nine months ended September 30, 2018 (adjusted due to differences in reporting periods) and the effects of the pro forma adjustments listed above. The pro forma financial information was as follows (dollars in thousands, except per share data):

For the three months ended For the nine months ended
December 31, December 31,
2018 2019 2018
Revenues $ 80,458 $ 277,063 $ 207,813
Net earnings (loss) $ 1,053,849 $ (132,279) $ 1,064,413
Basic earnings (loss) per share $ 13.62 $ (1.94) $ 13.78
Diluted earnings (loss) per share $ 13.62 $ (1.94) $ 13.78

~~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 opt-out via a visible banner on the page. The Company paid approximately $4.5 million in cash for the acquired shares.Acuity assembled workforce. 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 acquired~~	~~4,514~~
~~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 ("AMS") business~~STOCK-BASED COMPENSATION:

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 and nine months ended December 31, 2018 are segregated and included in earnings from discontinued operations, net of tax, in the condensed consolidated statements of operations.

~~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 For the nine months ended
December 31, 2018
Revenues $ — $ 332,185
Cost of revenue 24,677 213,512
Gross profit (24,677) 118,673
Operating expenses:
Research and development 6,703 21,621
Sales and marketing 18,110 60,743
General and administrative 27,767 72,150
Gains, losses and other items, net (1,658,667) (1,656,014)
Total operating expenses (1,606,087) (1,501,500)
Income from discontinued operations 1,581,410 1,620,173
Interest expense — (5,702)
Other, net 74 97
Earnings from discontinued operations before income taxes 1,581,484 1,614,568
Income taxes 509,823 456,301
Earnings from discontinued operations, net of tax $ 1,071,661 $ 1,158,267

~~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 nine months ended December 31, 2019 was (dollars in thousands):



	~~For the nine months ended December 31, 2019~~
~~Cash inflows~~	$	~~37,150~~
~~Cash outflows~~	$	~~8,381~~

~~Revenues~~	$	~~39,494~~
~~Costs~~	$	~~5,216~~

The revenues amount includes approximately $15.5 million of revenue from AMS's resale of LiveRamp services to its customers. These amounts were also reported in the prior year as revenues in the condensed consolidated statement of operations.

~~7. STOCK-BASED COMPENSATION:~~

Stock-based Compensation Plans

The Company has stock option and equity compensation plans for which a total of 42.3 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At December 31, ~~2019,~~2020, there were a total of ~~10.3~~6.9 million shares available for future grants under the plans.

Stock-based Compensation Expense

The Company's stock-based compensation activity for the nine months ended December 31, ~~2019,~~2020, by award type, was (dollars in millions):


		For the nine months ended							For the nine months ended
		December 31,							December 31,
		2019		2018			2020		2019
Stock options	Stock options	$	2.8	$	2.6	Stock options	$	1.9	$	2.8

Restricted stock units	Restricted stock units	40.5		34.6		Restricted stock units	40.5		40.5
Arbor acquisition consideration holdback	Arbor acquisition consideration holdback	2.6		11.5		Arbor acquisition consideration holdback	0		2.6
DPM acquisition consideration holdback	DPM acquisition consideration holdback	4.1		—		DPM acquisition consideration holdback	6.0		4.1
PDP assumed performance plan	PDP assumed performance plan	21.4		11.8		PDP assumed performance plan	13.8		21.4
Other non-employee stock-based compensation		0.9		0.9
Acuity performance plan						Acuity performance plan	1.4		0
Other stock-based compensation						Other stock-based compensation	1.0		0.9
Total non-cash stock-based compensation included in the condensed consolidated statements of operations	Total non-cash stock-based compensation included in the condensed consolidated statements of operations	72.3		61.6		Total non-cash stock-based compensation included in the condensed consolidated statements of operations	64.6		72.3
Less expense related to liability-based equity awards	Less expense related to liability-based equity awards	(23.3)		(10.8)		Less expense related to liability-based equity awards	(19.7)		(23.3)
Stock-based compensation of discontinued operations		—		62.9

Total non-cash stock-based compensation included in the condensed consolidated statements of equity	Total non-cash stock-based compensation included in the condensed consolidated statements of equity	$	49.0	$	113.7	Total non-cash stock-based compensation included in the condensed consolidated statements of equity	$	44.9	$	49.0

During the year ended:
2020 2021 2022 2023 2024 Total
Stock options $ 0.9 $ 2.3 $ 1.1 $ 0.3 $ — $ 4.6
Restricted stock units 14.4 49.9 38.5 22.8 3.7 129.3
DPM acquisition consideration holdback 2.1 8.3 8.2 2.1 — 20.7
PDP assumed performance plan 6.5 19.4 — — — 25.9
$ 23.9 $ 79.9 $ 47.8 $ 25.2 $ 3.7 $ 180.5


	For the years ending March 31,
	2021		2022		2023		2024		2025		Total
Stock options	$	0.3	$	1.1	$	0.3	$	0	$	0	$	1.7
Restricted stock units	59.4		42.9		43.9		24.1		4.4		174.7
DPM acquisition consideration holdback	2.0		8.1		2.1		0		0		12.2
PDP assumed performance plan	4.6		9.2		0		0		0		13.8
Acuity performance plan	0.8		1.9		0.8		0.2		0		3.7
Other stock-based compensation	0.6		0.4		0		0		0		1.0
	$	67.7	$	63.6	$	47.1	$	24.3	$	4.4	$	207.1

Stock ~~Option~~Options Activity

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
DPM replacement stock options issued 162,481 $ 1.64
Exercised (134,509) $ 5.73 $ 5,468
Forfeited or canceled (8,138) $ 5.13
Outstanding at December 31, 2019 1,394,264 $ 14.21 3.9 $ 47,212
Exercisable at December 31, 2019 1,281,248 $ 15.31 3.6 $ 41,973


				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, 2020	1,350,658	$	14.43

Exercised	(524,085)	$	12.37		$	22,271
Forfeited or canceled	(6,124)	$	5.24
Outstanding at December 31, 2020	820,449	$	15.81	3.4	$	47,075
Exercisable at December 31, 2020	783,303	$	16.47	3.2	$	44,431

~~Performance~~Restricted Stock ~~Option~~ Unit Activity

~~Performance~~Time-vesting restricted stock ~~option unit activity for the nine months ended December 31, 2019 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, 2019 130,154 $ 21.44
Forfeited or canceled (130,154) $ 21.44
Outstanding at December 31, 2019 — $ — $ —
Exercisable at December 31, 2019 — $ — — $ —

~~Restricted Stock Unit Activity~~("RSUs") -

Performance-based restricted stock units ("PSUs") -

During the nine months ended December 31, ~~2019,~~2020, the Company granted ~~performance-based restricted stock units~~PSUs covering ~~202,818~~246,524 shares of common stock having a fair value at the date of grant of ~~$12.3~~$10.7 million. The grants were made under two separate performance plans.

Under the first performance plan, units covering ~~60,844~~73,950 shares of common stock were granted having a fair value at the date of grant of ~~$4.4~~$4.2 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 ~~60,844~~ units may vest in a number of shares from 0% to 200% of the award, based on the total shareholder return of LiveRamp common stock compared to total shareholder return of the Russell 2000 market index for the period from April 1, ~~2019~~2020 to March 31, ~~2022.~~ 2023.

Under the second performance plan, units covering ~~141,974~~172,574 shares of common stock were granted having a fair value at the date of grant of ~~$7.9~~$6.5 million, which was 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 ofand continuous employment through the ~~board of directors. 59,480 units may vest in~~ ~~three~~ ~~equal annual increments in a number of shares from 0% to 200% of the award, based on attainment of year-over-year revenue growth targets for each annual period from April 1, 2019 to March 31, 2022.~~vesting date. The ~~remaining 82,494~~ units may vest in a number of shares from 0% to 200% of the award, based on the attainment of ~~the Company's three-year~~trailing twelve-month revenue ~~compound annual~~ growth ~~rate target~~and EBITDA margin targets for the period from April 1, ~~2019~~2020 to March 31, ~~2022.~~2023. Performance will be measured and vesting evaluated on a quarterly basis beginning with the period ending June 30, 2021 and continuing through the end of the performance period. To the extent that shares are earned in a given quarter, 50% vest immediately and 50% vest on the one-year anniversary of attainment approval, except that all earned but unvested shares will vest fully at the end of the measurement period.

During the first quarter of fiscal 2021, the compensation committee approved the final performance attainment on a fiscal 2020 performance plan covering 59,480 PSUs. The awards reached maturity of the relevant performance period at March 31, 2020, and final attainment of these awards was determined by the compensation committee during the quarter ended June 30, 2020 to be 164% resulting in an additional award of 38,063 units (for a total earned amount of 97,543 units). Of the earned amount, one-third vested immediately, while the remaining two-thirds will vest in equal increments in first quarters of fiscal years 2022 and 2023.

~~Non-vested performance-based restricted stock unit~~Fiscal 2019 plans:

The initial measurement date for the fiscal 2019 performance plan, covering 307,897 PSUs, was the period ended June 30, 2020. During the quarter ended September 30, 2020, the compensation committee approved performance measurements for the quarter ended June 30, 2020 totaling 57% attainment, resulting in a total earned amount of 178,146 units. Of the earned amount, one-half vested immediately, while the remaining one-half will vest one year later.

The performance measurements occurring as of September 30, 2020 and December 31, 2020 resulted in no additional attainment. As of December 31, 2020, there remains a maximum potential of 437,648 additional units eligible for attainment under the plan. Quarterly measurements of attainment will continue through September 30, 2022.


		Weighted-average
		fair value per		Weighted-average
	Number	share at grant		remaining contractual
	of shares	date		term (in years)
Outstanding at March 31, 2020	545,446	$	51.01	2.24
Granted	246,524	$	43.40
Additional earned performance shares	38,063	$	55.48
Vested	(121,587)	$	48.88
Forfeited or canceled	(34,731)	$	34.94
Outstanding at December 31, 2020	673,715	$	49.69	1.78

Acquisition-related Performance Plan

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”Pacific Data Partners ("PDP"). The Holdback Agreement specifies the payment of the consideration in monthly installments using LiveRamp shares over a thirty-month period, ending in the quarter ended June 30, 2019. As of June 30, 2019, the Company had met its full obligation for the consideration holdback due to the Arbor key employees. Through December 31, 2019, the Company had recognized a total of $38.3 million expense related to the Holdback Agreements.

~~PDP~~ Assumed Performance Plan

8.7. OTHER CURRENT AND NONCURRENT ASSETS:

8. OTHER ACCRUED EXPENSES:

9. PROPERTY AND EQUIPMENT:

~~11. GOODWILL AND INTANGIBLE ASSETS:~~10. GOODWILL:


	Total
Balance at March 31, ~~2019~~2020	$	~~204,656~~297,796
Acquisition of ~~Faktor~~Acuity Data	~~3,110~~2,011
~~Acquisition of DPM~~	~~89,942~~
Change in foreign currency translation adjustment	721,514
Balance at December 31, ~~2019~~2020	$	~~297,780~~301,321


	Total
U.S.	$	~~294,563~~297,723
APAC	~~3,217~~3,598
Balance at December 31, ~~2019~~2020	$	~~297,780~~301,321

11. INTANGIBLE ASSETS:

The following table presents the estimated future amortization expenses related to purchased intangible assets. The amount for ~~2020~~2021 represents the remaining three months ending March 31, ~~2020. All other periods represent fiscal years ending March 31~~2021 (dollars in thousands):

12. OTHER LIABILITIES:


	December 31, 2020		March 31, 2020
Uncertain tax positions	25,645		25,007
Long-term leases liabilities (see Note 4)	5,309		11,449
Restructuring accruals	4,760		6,839
Other	7,953		9,700

Other liabilities	$	43,667	$	52,995

December 31, 2019 March 31, 2019
Internally developed computer software $ 51,525 $ 51,525
Acquired developed technology 78,500 54,000
130,025 105,525
Less accumulated amortization 105,134 98,664
$ 24,891 $ 6,861

13. ALLOWANCE FOR ~~DOUBTFUL ACCOUNTS:~~CREDIT LOSSES:


	Balance at beginning of period		Additions charged to costs and expenses		Other changes		Bad debts written off, net of amounts recovered		Balance at end of period
For the three months ended December 31, 2020	$	9,012	$	824	$	72	$	(590)	$	9,318

For the nine months ended December 31, 2020	$	7,575	$	3,346	$	128	$	(1,731)	$	9,318

14. RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES:

Gains, Losses and Other Items, net

For the three months ended For the nine months ended
December 31, December 31,
2019 2018 2019 2018
Restructuring plan charges and adjustments $ 233 $ 5,043 $ 1,890 $ 5,533
Other — — 664 —
$ 233 $ 5,043 $ 2,554 $ 5,533


	For the three months ended				For the nine months ended
	December 31,				December 31,
	2020		2019		2020		2019
Restructuring plan charges and adjustments	$	(5)	$	233	$	1,197	$	1,890

Other	(1)		0		173		664
	$	(6)	$	233	$	1,370	$	2,554

15. COMMITMENTS AND CONTINGENCIES:


	For the years ending March 31,
	2021		2022		2023		2024		2025		Thereafter		Total
Purchase commitments	$	6,841	$	7,485	$	4,094	$	346	$	48	$	0	$	18,814
Other commitments	11,873		47,211		46,640		45,380		44,200		33,150		228,454
Total purchase and other commitments	$	18,714	$	54,696	$	50,734	$	45,726	$	44,248	$	33,150	$	247,268

17. FAIR VALUE OF FINANCIAL INSTRUMENTS:

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

Level 1 Level 2 Level 3 Total
Assets:
Other current assets $ 14,886 $ — $ — $ 14,886
Total assets $ 14,886 $ — $ — $ 14,886
liabilities.

•Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.


	December 31, 2020
	Level 1		Level 2		Level 3		Total
Other current assets:

Assets of non-qualified retirement plan	$	16,425	$	0	$	0	$	16,425
Total	$	16,425	$	0	$	0	$	16,425


	March 31, 2020
	Level 1		Level 2		Level 3		Total
Other current assets:

Assets of non-qualified retirement plan	$	11,623	$	0	$	0	$	11,623
Total	$	11,623	$	0	$	0	$	11,623

18. SUBSEQUENT EVENT

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

Introduction and Overview

The 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 chief operating decision maker. Our chief operating decision maker evaluates our financial information and resources and assesses the performance of these resources on a consolidated basis. Since we operate as one operating segment, all required financial segment information can be found in the consolidated financial statements.

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 LiveRamp Data ~~Store platform,~~Marketplace, 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 LiveRamp Platform

As depicted in the graphic below, we power the industry’s leading enterprise ~~customer management~~data connectivity platform. We enable organizations to access and leverage data more effectively across the applications they use to interact with their customers. A core component of our platform is the omnichannel, deterministic identity graph that sits at its center. Leveraging this knowledgebase, the LiveRamp platform resolves a customer’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 activated across any of the ~~550 plus partners~~partners in our ecosystem 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 information or "PII"), and replaces them with ~~de-identified~~pseudonymous IDs called ~~IdentityLinks,~~ IdentityLink™, a true people-based identifier. ~~IdentityLinks~~IdentityLink can then be distributed through direct integrations towith 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 online data and providing the highest level of accuracy while still being ~~privacy compliant.~~privacy-focused. 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~~pseudonymous 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, and measurement use cases that require a consistent view of the user in non-identifiable spaces. Our Authenticated Traffic Solution enables authenticated identity for visitor traffic to provide addressability across all browsers.

•Safe Haven~~Data Networks.~~ ~~We enable the search, discovery~~. Our Safe Haven helps data owners maximize value by breaking down internal and ~~distribution of data, with access to trusted industry leading third-party data globally. The LiveRamp platform allows users to organize, group~~external silos in a privacy-first and ~~access customer data, connected via IdentityLink, to benefit from better campaign targeting and audience intelligence. Our platform also provides the tools~~secure environment. Safe Haven's built-in privacy controls include provisions for data ~~providers to manage the organization,~~availability, user access, and ~~operation~~appropriate usage rights, allowing data owners to retain full control of their ~~data~~assets. Safe Haven offers powerful applications including reports, dashboards and ~~services available across platforms, publishers, agencies, brands,~~synthesized audience segments for both marketers 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.~~scientists.

•~~Measurement~~Analytics & ~~Analytics.~~Measurement. We power highly accurate and 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.~~IdentityLink. 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.

Consumer privacy and data protection, what we call Data Ethics, are at the center of how we design our products and services. Accordingly, the LiveRamp platform operates with technical, operational, and personnel controls designed to keep our customers’ data private and secure.

Our solutions are sold to enterprise marketers and the companies they partner with to execute their marketing, including agencies, marketing technology providers, publishers and data providers. Today, we work with ~~over 770~~810 direct customers world-wide, including approximately 21% of the Fortune 500, and serve thousands of additional customers indirectly through our reseller partnership arrangements.

•Brands and Agencies. We work with over ~~400~~475 of the largest brands and agencies in the world, helping them execute people-based marketing by creating an ~~omni-channel~~omni-channel understanding of the consumer and activating that understanding across their choice of best-of-breed digital marketing platforms.

•Marketing Technology Providers. We provide marketing technology providers with the identity 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.

•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.

•Data Owners. Leveraging our vast network of integrations, we allow data owners to easily connect to the digital ecosystem and monetize their own data. Data can be distributed to clients or made available through the LiveRamp Data ~~Store~~Marketplace feature. This adds value for brands as it allows them to augment their understanding of consumers and increase both their reach against and understanding of customers and prospects.

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

~~Data Store~~Marketplace and Other

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 our common identity system and broad integration network, the LiveRamp Data ~~Store~~Marketplace is a ~~data marketplace~~solution that seamlessly connects data owners’ audience data across the marketing ecosystem. The Data ~~Store~~Marketplace 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~~it provides a single gateway where data buyers, including platforms and publishers, in addition to brands and their agencies, can access ethically sourced, high-quality third-party data from ~~more than 180~~ data owners, supporting all industries and encompassing all types of data. Data providers include sources andbrands exclusive to LiveRamp, emerging platforms with access to previously unavailable deterministic data, and data partnerships enabled by our platform.

We ~~primarily~~ generate revenue from the Data ~~Store~~Marketplace primarily through revenue-sharing arrangements with data owners that are monetizing their data assets on our marketplace. ~~This~~We also generate Marketplace and Other revenue ~~is typically~~through transactional ~~in nature, tied to data volume purchased on the Data Store.~~usage-based arrangements with certain publishers and addressable TV providers.

COVID-19 Update

The COVID-19 pandemic has continued to spread across the world. The pandemic and the public health measures taken in response to it have adversely affected workforces, organizations, customers, economies, and financial markets globally, leading to an economic downturn and increased market volatility. We are continuing to monitor the actual and potential effects of the pandemic across our business. Because these effects are dependent on highly uncertain future developments, including the duration, spread and severity of the outbreak, the actions taken to contain the virus, and how quickly and to what extent normal economic and operating conditions can resume, they are extremely difficult to predict, and it is not possible at this time to estimate the full impact that COVID-19 could have on our business going forward. While our revenues, billings and earnings are relatively predictable as a result of our subscription-based business, our revenues have been negatively impacted due to short-term service concessions granted to certain customers, and it is expected that certain of these concessions will extend into subsequent periods.

Since mid-March, we have taken a number of precautionary measures to ensure the health and safety of our employees, partners and customers. LiveRamp shifted to a remote workplace, requiring nearly all employees to work from home. We suspended all business travel other than for essential functions. We have cancelled or replaced planned events with virtual-only experiences. We have incurred expenses to support our employees working from home, including reimbursements for home office equipment, and may incur similar expenses in the future as remote operations continue. While the COVID-19 pandemic had some favorable impacts on our results of operations during the nine months ended December 31, 2020, such as reduced travel, entertainment and promotional costs, there is no assurance that those favorable impacts will recur in the future, or if they do recur would be enough to offset expenses incurred to support our employees working from home and to otherwise combat the impact COVID-19 has had and may continue to have on the Company.

Summary Results and Notable Events

A financial summary of the quarter ended December 31, ~~2019~~2020 is presented below:

•Revenues were $119.8 million, a 17.2% increase from $102.2 million ~~a 27.7% increase from $80.0 million~~ in ~~the same quarter a year ago.~~fiscal 2020.

•Cost of revenue was $37.1 million, a 2.3% decrease from $38.0 million ~~a 9.0% increase from $34.8 million~~ in ~~the same quarter a year ago.~~fiscal 2020.

•Gross margin increased to 69.0% from 62.9% ~~from 56.5%~~ in ~~the same quarter a year ago.~~fiscal 2020.

•Total operating expenses were $98.4 million, a 6.9% decrease from $105.7 million ~~a 13.2% increase from $93.4 million~~ in ~~the same quarter a year ago.~~fiscal 2020.

•Cost of revenue and operating expenses for ~~the quarters ended December 31, 2019~~fiscal 2021 and ~~2018~~2020 include the following items:

◦Non-cash stock compensation of ~~$30.3~~$23.9 million and ~~$26.1~~$30.3 million, respectively (cost of revenue and operating expenses)

◦Purchased intangible asset amortization of ~~$5.4~~$4.2 million and ~~$3.4~~$5.4 million, respectively (cost of revenue)

◦~~Accelerated depreciation of $2.0 million in fiscal 2019 (cost of revenue and operating expenses)~~

◦Restructuring and merger charges of $0.2 million ~~and $5.0 million, respectively~~in fiscal 2020 (gains, losses and other)

◦~~Separation and transformation costs of $0.7 million in fiscal 2019 (operating expenses)~~

•Net loss was ~~$38.0~~$11.7 million, a loss of ~~$0.56~~$0.18 per diluted share, compared to a net loss ~~from continuing operations~~ of ~~$15.3~~$38.0 million or ~~$0.20~~$0.56 per diluted share in ~~the same quarter a year ago.~~fiscal 2020.

•Net cash provided by operating activities was ~~$15.8~~$14.7 million compared to net cash ~~used~~provided by operating activities of ~~$10.9~~$15.8 million in ~~the same quarter a year ago.~~

•~~The Company repurchased 0.4 million shares of its common stock for $20.7 million under the Company's common stock repurchase program.~~fiscal 2020.

This summary highlights financial results as well as other significant events and transactions of the Company during the quarter ended December 31, ~~2019.~~2020. 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.

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 ended									For the nine months ended									For the three months ended			For the nine months ended
		December 31,									December 31,									December 31,			December 31,
						%					%						%					%
		2019		2018		Change	2019		2018		Change		2020		2019		Change	2020		2019		Change
Revenues	Revenues	$	102,217	$	80,021	28	$	274,871	$	207,304	33	Revenues	$	119,753	$	102,217	17	$	323,851	$	274,871	18
Cost of revenue	Cost of revenue	37,966		34,838		9	115,852		82,958		40	Cost of revenue	37,085		37,966		(2)	106,447		115,852		(8)
Gross profit	Gross profit	64,251		45,183		42	159,019		124,346		28	Gross profit	82,668		64,251		29	217,404		159,019		37
Total operating expenses	Total operating expenses	105,736		93,394		13	299,152		240,358		24	Total operating expenses	98,449		105,736		(7)	286,044		299,152		(4)
Loss from operations	Loss from operations	(41,485)		(48,211)		(14)	(140,133)		(116,012)		21	Loss from operations	(15,781)		(41,485)		(62)	(68,640)		(140,133)		(51)
Net earnings (loss)		$	(38,040)	$	1,056,400	(104)	$	(120,382)	$	1,074,008	(111)
Diluted earnings (loss) per share:		$	(0.56)	$	13.65	(104)	$	(1.77)	$	13.90	(113)
Net loss												Net loss	$	(11,725)	$	(38,040)	(69)	$	(57,421)	$	(120,382)	(52)
Diluted loss per share												Diluted loss per share	$	(0.18)	$	(0.56)	(69)	$	(0.87)	$	(1.77)	(51)

Revenues

The Company's revenues for each of the periods reported is presented below (dollars in thousands):


		For the three months ended									For the nine months ended									For the three months ended			For the nine months ended
		December 31,									December 31,									December 31,			December 31,
						%					%						%					%
		2019		2018		Change	2019		2018		Change		2020		2019		Change	2020		2019		Change
Revenues:												Revenues:
Subscription	Subscription	$	81,554	$	65,003	25	$	221,847	$	171,184	30	Subscription	$	93,431	$	81,554	15	$	262,130	$	221,847	18
Marketplace and Other	Marketplace and Other	20,663		15,018		38	53,024		36,120		47	Marketplace and Other	26,322		20,663		27	61,721		53,024		16
Total revenues	Total revenues	$	102,217	$	80,021	28	$	274,871	$	207,304	33	Total revenues	$	119,753	$	102,217	17	$	323,851	$	274,871	18

Total ~~revenue~~revenues for the quarter ended December 31, ~~2019 was $102.2~~2020 were $119.8 million, a ~~$22.2~~$17.5 million, or ~~27.7%,~~17.2% increase ~~compared to~~from the same quarter a year ago. The increase was due to Subscription growth of ~~$16.6~~$11.9 million, or ~~25.5%~~14.6%, primarily due to new logo deals and upsell to existing customers ~~and~~partially offset by lower variable revenue of $1.3 million. Marketplace and Other growth ~~of $5.6~~was $5.7 million, or ~~37.6%~~27.4%, primarily due to Data ~~store and TV~~Marketplace growth. On a geographic basis, U.S. revenue increased ~~$21.6~~$17.0 million, or ~~29.3%~~17.8%. International revenue increased $0.6 million, or 8.5%, from the same quarter a year ago. Approximately one-half of the International revenue ~~increased $0.6 million, or 9.0%, from~~growth was due to exchange rate impacts. Revenues in the ~~same quarter a year ago.~~three months ended December 31, 2020 were not materially impacted by the COVID-19 pandemic.

Subscription revenue could be negatively impacted by approximately $30 million in our fiscal year 2022 as we transition a few platform customer relationships that license cookie-based components of our digital identity graph. This small customer set licenses our digital graph to support their own identity solutions. As such, our overall subscription growth could be impacted by these contract changes.

Total revenue for the nine months ended December 31, ~~2019~~2020 was ~~$274.9~~$323.9 million, a ~~$67.6~~$49.0 million or ~~32.6%~~17.8%, increase compared to the same period a year ago. The increase was due to Subscription growth of ~~$50.7~~$40.3 million, or ~~29.6%,~~18.2% increase, primarily due to new logo deals and upsell to existing customers, and Marketplace and Other growth of ~~$16.9~~$8.7 million, or ~~46.8%.~~16.4% increase , primarily due to Data Marketplace and ~~Other revenue growth was negatively impacted in the amount of $4.6 million from a revenue-sharing arrangement related to a lost customer.~~TV transactional growth. On a geographic basis, U.S. revenue increased ~~$65.9~~$48.0 million, or ~~34.7%, from the same period a year ago.~~18.8%. International revenue increased ~~$1.7~~$1.0 million, or ~~9.7%~~5.2%. ~~Again, both U.S and International revenue was~~Revenues in the nine months ended December 31, 2020 were negatively impacted by $2.1 million due to short-term service concessions related to the ~~lost customer.~~

COVID-19 pandemic.

Cost of revenue and Gross profit

The Company’s cost of revenue and gross profit for each of the periods reported isare presented below (dollars in thousands):


		For the three months ended													For the nine months ended												For the three months ended				For the nine months ended
		December 31,													December 31,												December 31,				December 31,
								%							%								%							%
		2019			2018			Change	2019			2018			Change		2020			2019			Change	2020			2019			Change
Cost of revenue	Cost of revenue	$	37,966		$	34,838		9	$	115,852		$	82,958		40	Cost of revenue	$	37,085		$	37,966		(2)	$	106,447		$	115,852		(8)
Gross profit	Gross profit	$	64,251		$	45,183		42	$	159,019		$	124,346		28	Gross profit	$	82,668		$	64,251		29	$	217,404		$	159,019		37
Gross margin	Gross margin	62.9		%	56.5		%	11	57.9		%	60.0		%	(4)	Gross margin	69.0		%	62.9		%	10	67.1		%	57.9		%	16

R&D expenses were ~~$77.6~~$88.6 million for the nine months ended December 31, ~~2019,~~2020, an increase of ~~$23.2~~$11.1 million, or ~~42.6%~~14.3%, compared to the same period a year ago, and ~~are 28.2%~~were 27.4% of total revenues compared to ~~26.2%~~28.2% in the prior year. The increase is due primarily to an increase in non-cash stock-based compensation of ~~$3.3~~$3.7 million, and ongoing investment in LiveRamp ~~products.~~products, offset partially by reduced travel costs.

Sales and marketing (“S&M”)~~: Includes~~ expense includes operating expenses for the Company’s sales, marketing, and product marketing functions.

S&M expenses were ~~$52.0~~$43.9 million for the quarter ended December 31, ~~2019, an increase~~2020, a decrease of ~~$11.9~~$8.1 million, or ~~29.8%~~15.6%, compared to the same quarter a year ago, and ~~are 50.9%~~were 36.7% of total revenues compared to ~~50.1%~~50.9% in the same quarter ~~of the prior year. Current quarter~~a year ago. The decrease in S&M expenses ~~included $15.7 million of~~was due to a decrease in non-cash stock-based compensation expense ~~compared to $9.5~~of $6.5 million as a result of expected attainment adjustments for performance-based awards in the prior ~~year. The increase in stock-based compensation is primarily due to performance-based awards based on expected levels~~year and ~~timing of performance. The additional increase in S&M expenses is due to increased~~decreased travel, entertainment and promotional costs partially offset by headcount ~~to support revenue growth initiatives and increased bad debt expense on growing revenue levels.~~investments. Since mid-March we have suspended all business travel other than for essential functions. We also cancelled or replaced planned events with virtual-only experiences.

S&M expenses were ~~$140.3~~$124.2 million for the nine months ended December 31, ~~2019, an increase~~2020, a decrease of ~~$31.0~~$16.1 million, or ~~28.4%~~11.5%, compared to the same period a year ago, and ~~are 51.1%~~were 38.4% of total revenues compared to ~~52.7% in the prior year. Current year expenses included $34.3 million of non-cash stock-based compensation expense compared to $29.2 million~~51.1% in the prior year. The ~~increase~~decrease in S&M expenses iswas due to ~~increased~~a decrease in non-cash stock-based compensation expense of $8.7 million as a result of expected attainment adjustments for performance-based awards, and decreased travel, entertainment and promotional costs partially offset by headcount ~~to support revenue growth initiatives and increased bad debt expense on growing revenue levels.~~investments.

General and administrative ~~(G&A): Represents~~("G&A") expense represents operating expenses for the Company's finance, human resources, legal, corporate IT, and other corporate administrative functions.

G&A expenses were ~~$26.1~~$23.9 million for the quarter ended December 31, ~~2019,~~2020, a decrease of ~~$1.7~~$2.2 million, or ~~6.2%~~8.3% compared to the same quarter a year ago, and ~~are 25.5%~~were 20.0% of total revenues compared to ~~34.8%~~25.5% in the same quarter ~~of the prior year. G&A expenses included $7.1 million of non-cash stock-based compensation compared to $9.6 million in the same quarter of the prior year.~~a year ago. The prior year stock-based compensation included performance awards adjustments due to the sale of AMS and award modifications (revised vesting terms) for transition associates. The non-cash stock based compensation decrease in G&A expenses ~~is partially offset by an increase~~was due to a decrease in ~~headcount to support business growth.~~non-cash stock-based compensation expense of $0.8 million, as well as decreased controllable non-headcount expenses, including travel and entertainment and professional services.

G&A expenses were ~~$78.9~~$71.8 million for the nine months ended December 31, ~~2019, an increase~~2020, a decrease of ~~$7.6~~$6.9 million, or ~~10.6%~~8.7%, compared to the same period a year ago, and ~~are 28.6%~~were 22.2% of total revenues compared to ~~34.3%~~28.6% in the prior year. The decrease in G&A expenses ~~included $17.8 million of~~was due to a decrease in non-cash stock-based compensation ~~compared to $15.7~~expense of $2.4 million as a result of expected attainment adjustments for performance-based awards in ~~the same period of~~ the prior year. ~~The prior~~Current year ~~period~~expenses also included ~~$2.8~~$3.9 million of third-party transformation costs incurred in ~~separation and transformation costs.~~response to the potential COVID-19 pandemic impact on our business. The remaining ~~increase in G&A expenses~~decrease of $8.4 million is primarily ~~headcount related~~due to ~~support business growth.~~decreased controllable non-headcount expenses, including travel and entertainment and professional services.

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

Gains, losses and other items, net ~~of $0.2 million~~was not material for the quarter ended December 31, ~~2019 decreased $4.8~~2020, a decrease of $0.2 million compared to the same quarter a year ago.

Gains, losses and other items, net ~~of $2.6~~was $1.4 million for the nine months ended December 31, ~~2019 decreased $3.0~~2020, a decrease of $1.2 million compared to the same period a year ago.

The current year amount includes a lease settlement of $1.0 million and $1.0 million of restructuring charges (severance) offset by a lease reserve adjustment. The prior year amount included $2.6 million in restructuring charges (primarily severance).

Loss from Operations and Operating Margin

Loss from operations was ~~$41.5~~$15.8 million for the quarter ended December 31, ~~2019~~2020 compared to ~~$48.2~~$41.5 million ~~for~~in the same quarter a year ago. Operating margin was anegative 13.2% compared to negative 40.6% ~~compared~~. The improvement was primarily due to increased gross profit from an increase in revenue, lower cost of revenue due to decreased identity graph and security costs, and decreased operating expenses due to a ~~negative 60.2%.~~decrease in non-cash stock-based compensation expense of $6.4 million as well as decreased travel and entertainment and professional services.

Loss from operations was ~~$140.1~~$68.6 million for the nine months ended December 31, ~~2019~~2020 compared to ~~$116.0~~$140.1 million for the same period a year ago. Operating margin was a negative ~~51.0%~~21.2% compared to a negative ~~56.0%~~51.0%. The improvement was primarily due to increased gross profit from an increase in revenue, lower cost of revenue due to decreased identity graph and security costs, and decreased operating expenses due to a decrease in non-cash stock-based compensation expense of $7.7 million as well as decreased travel and entertainment and professional services.

Other ~~Income~~Income/Expense and Income Taxes

Other ~~income~~expense was ~~$3.2~~$0.1 million for the quarter ended December 31, ~~2019~~2020 compared to ~~$10.4~~other income of $3.2 million ~~for~~in the same quarter a year ago.

Other income was ~~$13.8~~$0.2 million for the nine months ended December 31, ~~2019~~2020 compared to ~~$10.5~~$13.8 million for the same period a year ago. Other income is primarily consists of interest income ~~related to~~from invested cash ~~proceeds~~balances, which, along with interest rates, has decreased significantly from the ~~sale~~prior year. The current period also included losses on disposal of ~~AMS in October 2018.~~assets offsetting approximately $0.5 million of interest income.

Income tax benefit was $4.1 million on a pretax loss of $15.9 million for the quarter ended December 31, 2020, resulting in a 26.1% effective tax rate. This compares to a prior year income tax benefit of $0.3 million on a pretax loss of $38.3 million, ~~for the quarter ended December 31, 2019 compared to income~~or a 0.7% effective tax rate. The current period tax benefit reflects anticipated refunds from the carryback of ~~$22.5 million~~net operating losses under the CARES Act, which was enacted on a pretax loss of $37.8 million for the same quarter last year. Except for certain states, no income tax benefit was recorded for the current year pretax losses due to uncertainty of realization of our deferred taxes.March 27, 2020.

Income tax benefit was $11.1 million on a pretax loss of $68.5 million for the nine months ended December 31, 2020, resulting in a 16.2% effective tax rate. This compares to a prior year income tax benefit of $5.9 million on a pretax loss of $126.3 million, ~~for~~or a 4.7% effective tax rate. Due to the ~~nine months ended December 31, 2019 compared~~enactment of the CARES Act and its loss carryback provisions, the Company is able to ~~income tax~~ benefit ~~of $21.3 million on a pretax loss of $105.5 million for the same period last year. Except for certain states, no income tax benefit was recorded for the~~from current year ~~pretax losses due to uncertainty of realization of our deferred taxes.~~losses. The ~~current~~prior year benefit was primarily due to a $4.9 million valuation allowance release in connection with deferred tax liabilities associated with DPM acquired intangibles.

~~Discontinued Operations~~

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

For the three months ended December 31, 2018 For the nine months ended December 31, 2018
Revenues $ — $ 332,185
Cost of revenue 24,677 213,512
Gross profit (24,677) 118,673
Operating expenses:
Research and development 6,703 21,621
Sales and marketing 18,110 60,743
General and administrative 27,767 72,150
Gains, losses and other items, net (1,658,667) (1,656,014)
Total operating expenses (1,606,087) (1,501,500)
Income from discontinued operations 1,581,410 1,620,173
Interest expense — (5,702)
Other, net 74 97
Earnings from discontinued operations before income taxes 1,581,484 1,614,568
Income taxes 509,823 456,301
Earnings from discontinued operations, net of tax $ 1,071,661 $ 1,158,267

Capital Resources and Liquidity

The Company’s cash isand cash equivalents are primarily located in the United States. ~~Approximately $7.9~~At December 31, 2020, approximately $11.7 million of the total cash balance of ~~$767.2~~$663.4 million, or approximately ~~1.0%~~1.8%, iswas located outside of the United States. The Company has no current plans to repatriate this cash to the United States.

Net accounts receivable balances were $115.9 million at December 31, 2020, an increase of $23.1 million, compared to $92.8 million at March 31, 2020. Days sales outstanding, a measurement of the time it takes to collect receivables, were 89 days at December 31, 2020, compared to 80 days at March 31, 2020. DSO can fluctuate due to the timing and nature of contracts that lead to up-front billings related to deferred revenue on services not yet performed, and Marketplace and other contracts which are billed on a gross basis but for which the amount that is due to data providers is not reflected as revenues. All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected. We are also actively evaluating the potential negative impact of COVID-19on our customers’ ability to pay our accounts receivable.

Working capital at December 31, ~~2019~~2020 totaled ~~$784.0~~$701.3 million, a ~~$313.0~~$33.7 million decrease when compared to ~~$1.1 billion~~$735.0 million at March 31, ~~2019.~~2020.

Management believes that the Company's existing available cash will be sufficient to meet the Company's working capital and capital expenditure requirements for the foreseeable future. However, wein light of the current global COVID-19 pandemic, our liquidity position may change due to the inability to collect from our customers, inability to raise new capital via issuance of equity or debt, and disruption in completing repayments or disbursements to our creditors. We have historically taken and may continue to take advantage of opportunities to generate additional liquidity through capital market transactions. The outbreak of COVID-19 has caused significant disruptions to the global financial markets, which could increase the cost of capital and adversely impact our ability to raise additional capital, which could negatively affect our liquidity in the future. 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; and overall market conditions. If we are unable to raise funds as and when we need them, we may be forced to curtail our operations.

Cash Flows

The following table summarizes our cash flows for the periods ~~presented~~reported (dollars in thousands):


		For the nine months ended							For the nine months ended
		December 31,							December 31,
		2019		2018			2020		2019

Net cash used in operating activities	Net cash used in operating activities	$	(28,355)	$	(40,332)	Net cash used in operating activities	$	(2,673)	$	(28,355)
Net cash used in investing activities	Net cash used in investing activities	$	(115,150)	$	(7,795)	Net cash used in investing activities	$	(24,754)	$	(115,150)
Net cash used in financing activities	Net cash used in financing activities	$	(135,840)	$	(820,644)	Net cash used in financing activities	$	(43,018)	$	(135,840)
Net cash provided by discontinued operations		$	—	$	2,277,338

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 nine months ended December 31, 2020, net cash used in operating activities of $2.7 million resulted primarily from net earnings adjusted for non-cash items of $32.3 million offset by cash used by operating assets and liabilities of $35.0 million. The net unfavorable change in operating assets and liabilities was primarily related to unfavorable changes in accounts receivable of $26.6 million, accounts payable and other liabilities of $6.8 million, and deferred commissions of $5.1 million partially offset by favorable changes in other assets of $7.5 million and deferred revenue of $5.1 million. The change in accounts receivable is primarily due to the growth in our subscription and marketplace and other revenue and the timing of cash receipts from clients. The change in accounts payable and other liabilities is primarily due to the timing of payments to suppliers. The change in other assets was impacted by a $10 million data revenue share prepayment to a data partner.

For the nine months ended December 31, 2019, net cash used in operating activities of $28.4 million resulted primarily from net loss adjusted for non-cash items of $15.2 million and an increase in cash used by operating assets and liabilities of $13.2 million. The net unfavorable change in operating assets and liabilities was primarily related to unfavorable changes in accounts receivable of $11.9 million and income taxes of $13.4 million partially offset by favorable changes in accounts payable and other liabilities of $12.6 million. The increase in accounts receivable was primarily due to the growth in our subscription and marketplace and other revenue and the timing of cash receipts from clients. The change in income taxes was primarily due to extension payments related to fiscal 2019 state income tax returns and deferred tax liabilities associated with DPM acquired intangibles.

For the nine months ended December 31, 2018, net cash used in operating activities of $40.3 million resulted primarily from net earnings adjusted for non-cash items of $35.7 million offset by a decrease in cash provided by operating assets and liabilities of $76.0 million. The net unfavorable change in operating assets and liabilities was primarily related to unfavorable changes in income taxes of $50.0 million and accounts receivable of $35.0 million, offset partially by favorable changes in accounts payable and other liabilities of $18.5. The change in income taxes was primarily due to the sale of AMS. The increase in accounts receivable was primarily due to the growth in our subscription and marketplace and other revenue and the timing of cash receipts from clients. The increase in accounts payable and other liabilities was primarily due to the timing of payments to suppliers.

Investing Activities ~~- Continuing Operations~~

Our primary investing activities have consisted of acquisitions and 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, new facilities and acquisitions. 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

In the nine months ended December 31, 2020, net cash used in investing activities ~~include cash paid in acquisitions, cash received in dispositions that are not classified as discontinued operations,~~of $24.8 million consisted of capital expenditures of $1.8 million, investments of $3.0 million, strategic investments of $2.2 million, $2.9 million for the Acuity acquisition, and ~~payments for investments.~~the final release of the DPM escrow of $14.8 million funded from restricted cash.

For the nine months ended December 31, 2019, we used $115.2 million of cash in investing activities, primarily consisting of $10.3 million for capital expenditures, and $105.4 million for the acquisitions of DPM and Faktor.

For the nine months ended December 31, 2018, we used $7.8 million of cash in investing activities, consisting primarily of $4.0 million for capital expenditures, $2.5 million payment for an investment and $1.3 million for capitalized software.

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.

In the nine months ended December 31, 2020, net cash used in financing activities was $43.0 million, consisting of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan of $42.3 million (1.3 million shares), and $9.4 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 $8.7 million from the sale of common stock from our equity compensation plans.

For the nine months ended December 31, 2019, we used $135.8 million of cash in financing activities, consisting of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan of $121.2 million (2.6 million shares), and $18.1 million for shares repurchased for tax withholdings upon vesting of stock-based awards ~~(0.1~~(0.4 million shares). These uses of cash were partially offset by proceeds of $3.4 million from the sale of common stock from our equity compensation plans.

For the nine months ended December 31, 2018, we used $820.6 million of cash in financing activities, consisting primarily of the acquisition of treasury stock from the tender offer of $503.4 million (11.2 million shares), the payoff of the revolver debt of $230.0 million, the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan of $64.1 million (2.3 million shares), $36.9 million for shares repurchased for tax withholdings upon vesting of stock-based awards (1.0 million shares), and other payments of debt of $3.3 million. These uses of cash were partially offset by proceeds of $17.4 million from the sale of common stock from our equity compensation plans.

~~Discontinued operations~~

~~Net cash provided by discontinued operations was $2.3 billion in the prior year, primarily due to the net cash received in the sale of AMS.~~

Off-Balance Sheet Items and Commitments

As of the date of this Quarterly Report on Form 10-Q, we do not have any off-balance sheet arrangements.

Common Stock Repurchase Program

Under the modified common stock repurchase program, the Company may purchase up to $1.0 billion of its common stock through the period ending December 31, ~~2020.~~2022. During the nine months ended December 31, ~~2019,~~2020, the Company repurchased ~~2.6~~1.3 million shares of its common stock for ~~$121.2~~$42.3 million under the stock repurchase program. Through December 31, ~~2019,~~2020, the Company had repurchased a total of ~~25.1~~28.2 million shares of its stock for ~~$570.2~~$673.6 million under the stock repurchase program, leaving remaining capacity of ~~$429.8~~$326.4 million.

Contractual Commitments

The following table presents the Company’s contractual cash obligations and purchase commitments at December 31, ~~2019.~~2020. Operating leases primarily consist of our various office facilities, purchase commitments primarily include contractual commitments for the purchase of data, and other commitments primarily include contractual commitments related to hosting services and software as a service ~~providers.~~arrangements. The table does not include the future payment of liabilities related to uncertain tax positions of ~~$22.4~~$25.6 million as the Company is not able to predict the periods in which the payments will be made. The amounts for ~~2020~~2021 represent the remaining three months ending March 31, ~~2020.~~2021. All other periods represent fiscal years ending March 31 (dollars in thousands).

For the years ending March 31,
2020 2021 2022 2023 2024 Thereafter Total
Operating leases $ 2,725 $ 10,187 $ 9,147 $ 2,670 $ 725 $ 33 $ 25,487


	For the years ending March 31,
	2021		2022		2023		2024		2025		Total
Operating leases	$	2,920	$	9,303	$	2,780	$	785	$	72	$	15,860

Future minimum payments as of December 31, ~~2019~~2020 related to restructuring plans as a result of the Company's exit from certain leased office facilities ~~are:~~are (dollars in thousands): Remainder of Fiscal ~~2020: $636; Fiscal~~ 2021: ~~$2,560;~~$648; Fiscal 2022: ~~$2,610;~~$2,611; Fiscal 2023: $2,663; Fiscal 2024: ~~$2,699;~~$2,698; Fiscal 2025: $2,698; and Thereafter: ~~$4,497.~~$1,799.


		For the years ending March 31,																									For the years ending March 31,
		2020		2021		2022		2023		2024		Thereafter		Total			2021		2022		2023		2024		2025		Total
Purchase commitments	Purchase commitments	$	5,220	$	9,531	$	5,201	$	3,308	$	96	$	48	$	23,404	Purchase commitments	$	6,841	$	7,485	$	4,094	$	346	$	48	$	18,814
Other commitments	Other commitments	6,215		21,912		25,575		27,720		7,525		—		88,947		Other commitments	11,873		47,211		46,640		45,380		44,200		228,454
Total purchase and other commitments	Total purchase and other commitments	$	11,435	$	31,443	$	30,776	$	31,028	$	7,621	$	48	$	112,351	Total purchase and other commitments	$	18,714	$	54,696	$	50,734	$	45,726	$	44,248	$	247,268

Critical Accounting Policies

Recent Accounting Pronouncements ~~Adopted During the Current Year~~

~~New Accounting Pronouncements Not Yet Adopted~~

~~Forward-looking Statements~~

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer) and our President, Chief Financial Officer and Executive Managing 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 December 31, ~~2019,~~2020, our disclosure controls and procedures were effective.

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 December 31, ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We continue to monitor the impact of the COVID-19 pandemic and, despite many of our employees working remotely, we have not experienced any changes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4643

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~~The information required by this item is ~~considered material~~set forth under Note 15, “Commitments and Contingencies,” to ~~the Company’s~~our unaudited condensed consolidated financial ~~statements.~~statements in Part I, Item 1 of this Quarterly Report and is incorporated herein by reference.

Item 1A. Risk Factors

The risks described in Part I, Item 1A, “Risk Factors” in ~~our~~the Company's 2020 Annual Report, as revised and updated by the supplemental risk factors included in Part II, Item 1A "Risk Factors" of the Company's Quarterly Report on Form ~~10-K~~10-Q for the ~~year~~quarter ended ~~March 31, 2019 (the "2019 Form 10-K"), which was~~June 30, 2020 filed with the ~~Securities and Exchange Commission~~SEC on ~~May 29, 2019,~~August 10, 2020, remain current in all material respects. The risk factors in our ~~2019 Form 10-K~~2020 Annual Report 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.

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

a.Not applicable.

b.Not applicable.

c.The table below provides information regarding purchases by LiveRamp of its common stock during the periods indicated.

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchasesd as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
October 2019 — $ — — $ 450,473,075
November 2019 195,500 $ 48.44 195,500 $ 441,002,759
December 2019 228,453 $ 49.22 228,453 $ 429,757,545
Total 423,953 $ 48.86 423,953 N/A


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
October 1, 2020 - October 31, 2020	—	$	—	—	$	326,443,254
November 1, 2020 - November 30, 2020	—	$	—	—	$	326,443,254
December 1, 2020 - December 31, 2020	—	$	—	—	$	326,443,254
Total	—	$	—	—

On August 29, 2011, the board of directors adopted a common stock repurchase program. That program was subsequently modified and expanded, most recently on November 3, 2020. Under the modified common stock repurchase program, the Company may purchase up to $1.0 billion of its common stock through the period ending December 31, ~~2020.~~2022. Through December 31, ~~2019,~~2020, the Company had repurchased a total of ~~25.1~~28.2 million shares of its stock for ~~$570.2~~$673.6 million, leaving remaining capacity of ~~$429.8~~$326.4 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.

4845

Item 6. Exhibits

The following exhibits are filed with this quarterly report:


10.1						LiveRamp Holdings, Inc. Employee Stock Purchase Plan (previously filed on November 16, 2020 as Exhibit 10.1 to LiveRamp Holdings, Inc.'s current report on Form 8-K, and incorporated herein by reference)

31.1						Certification of Chief Executive Officer (principal executive officer) pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Sections 302 and 404 of the Sarbanes-Oxley Act of 2002

31.2						~~Certification of President, Chief Financial Officer and Executive Managing Director of International (principal~~ Certification of President, Chief Financial Officer and Executive Managing Director of International (principal financial and accounting officer) pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 ~~and accounting officer) pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Sections 302 and 404 of the Sarbanes-Oxley Act of 2002~~

32.1						Certification of Chief ~~Certification of Chief~~ Executive ~~Officer (principal executive officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~ Officer (principal executive officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2						Certification of President, Chief Financial Officer and Executive Managing Director of International (principal financial and accounting officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101						The following financial information from our Quarterly Report on Form 10-Q for the quarter ended December 31, ~~2019,~~2020, formatted in inline XBRL: (i) Condensed Consolidated Balance Sheets at December 31, ~~2019,~~2020 and March 31, ~~2019,~~2020, (ii) Condensed Consolidated Statements of Operations for the Three and Nine Months ~~ended~~Ended December 31, ~~2019~~2020 and ~~2018,~~2019, (iii) Condensed Consolidated Statements of ~~Operations~~Comprehensive Loss for the Three and Nine Months ~~ended~~Ended December 31, ~~2019~~2020 and ~~2018,~~2019, (iv) Condensed Consolidated Statements of ~~Comprehensive Income (Loss)~~Equity for the Three ~~Months~~ and Nine Months ~~ended~~Ended December 31, ~~2019 and 2018,~~2020, (v) Condensed Consolidated ~~Statement~~Statements of Equity for the Three ~~Months~~ and Nine Months ~~ended~~Ended December 31, 2019, ~~and December 31, 2018,~~ (vi) Condensed Consolidated Statements of Cash Flows for the Nine Months ~~ended~~Ended December 31, ~~2019~~2020 and ~~2018,~~2019, and (vii) the Notes to Condensed Consolidated Financial Statements, tagged in detail.

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

4946

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.


Dated: February ~~5, 2020~~8, 2021

	By:	/s/ Warren C. Jenson
		(Signature)
		Warren C. Jenson
		President, Chief Financial Officer and Executive Managing Director of International
		(principal financial and accounting officer)


		December 31,		March 31,			December 31, 2020		March 31, 2020
		2019		2019			(unaudited)
ASSETS	ASSETS	(Unaudited)				ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	767,200	$	1,061,473	Cash and cash equivalents	$	663,401	$	717,811
Restricted cash	Restricted cash	14,815		—		Restricted cash	0		14,815
Trade accounts receivable, net	Trade accounts receivable, net	87,709		78,563		Trade accounts receivable, net	115,858		92,761
Refundable income taxes	Refundable income taxes	17,129		7,890		Refundable income taxes	47,709		38,340
Other current assets	Other current assets	46,219		44,150		Other current assets	31,685		32,666
Total current assets	Total current assets	933,072		1,192,076		Total current assets	858,653		896,393

Property and equipment, net of accumulated depreciation and amortization	Property and equipment, net of accumulated depreciation and amortization	20,382		26,043		Property and equipment, net of accumulated depreciation and amortization	13,521		19,321
Software, net of accumulated amortization		24,891		6,861
Intangible assets, net						Intangible assets, net	32,577		45,200
Goodwill	Goodwill	297,780		204,656		Goodwill	301,321		297,796
Deferred income taxes		36		35
Deferred commissions, net	Deferred commissions, net	13,451		10,741		Deferred commissions, net	21,096		16,014
Other assets, net	Other assets, net	54,240		32,499		Other assets, net	32,332		27,165
		$	1,343,852	$	1,472,911		$	1,259,500	$	1,301,889
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Trade accounts payable	Trade accounts payable	$	34,417	$	31,203	Trade accounts payable	$	44,464	$	42,204
Accrued payroll and related expenses	Accrued payroll and related expenses	21,211		18,715		Accrued payroll and related expenses	28,599		28,791
Other accrued expenses	Other accrued expenses	74,079		40,916		Other accrued expenses	72,480		68,991
Acquisition escrow payable	Acquisition escrow payable	14,815		—		Acquisition escrow payable	0		14,815
Deferred revenue	Deferred revenue	4,553		4,284		Deferred revenue	11,789		6,581
Total current liabilities	Total current liabilities	149,075		95,118		Total current liabilities	157,332		161,382

Deferred income taxes		1,505		39
Other liabilities	Other liabilities	50,731		46,922		Other liabilities	43,667		52,995

Commitments and contingencies	Commitments and contingencies					Commitments and contingencies	0		0

Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock						Preferred stock	0		0
Common stock	Common stock	14,343		14,187		Common stock	14,647		14,394
Additional paid-in capital	Additional paid-in capital	1,479,018		1,406,813		Additional paid-in capital	1,574,347		1,496,565
Retained earnings	Retained earnings	1,549,223		1,669,605		Retained earnings	1,487,673		1,545,094
Accumulated other comprehensive income	Accumulated other comprehensive income	6,776		7,801		Accumulated other comprehensive income	7,814		5,745
Treasury stock, at cost	Treasury stock, at cost	(1,906,819)		(1,767,574)		Treasury stock, at cost	(2,025,980)		(1,974,286)
Total stockholders' equity	Total stockholders' equity	1,142,541		1,330,832		Total stockholders' equity	1,058,501		1,087,512
		$	1,343,852	$	1,472,911		$	1,259,500	$	1,301,889


		For the nine months ended							For the nine months ended
		December 31,							December 31,
		2019		2018			2020		2019
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net earnings (loss)		$	(120,382)	$	1,074,008
Earnings from discontinued operations		—		(1,158,267)
Net loss						Net loss	$	(57,421)	$	(120,382)

Non-cash operating activities:	Non-cash operating activities:					Non-cash operating activities:
Depreciation and amortization	Depreciation and amortization	27,958		25,274		Depreciation and amortization	21,464		27,958
Loss (gain) on disposal or impairment of assets	Loss (gain) on disposal or impairment of assets	(140)		3,345		Loss (gain) on disposal or impairment of assets	334		(140)
Provision for doubtful accounts	Provision for doubtful accounts	3,683		1,259		Provision for doubtful accounts	3,346		3,683
Deferred income taxes	Deferred income taxes	1,465		28,533		Deferred income taxes	0		1,465
Non-cash stock compensation expense	Non-cash stock compensation expense	72,279		61,547		Non-cash stock compensation expense	64,583		72,279
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable		(11,851)		(35,011)
Accounts receivable, net						Accounts receivable, net	(26,646)		(11,851)
Deferred commissions	Deferred commissions	(2,710)		(3,035)		Deferred commissions	(5,082)		(2,710)
Other assets	Other assets	2,404		(4,887)		Other assets	7,511		2,404
Accounts payable and other liabilities	Accounts payable and other liabilities	12,597		18,504		Accounts payable and other liabilities	(6,847)		12,597
Income taxes		(13,423)		(50,047)
Income taxes, net						Income taxes, net	(8,982)		(13,423)
Deferred revenue	Deferred revenue	(235)		(1,555)		Deferred revenue	5,067		(235)
Net cash used in operating activities	Net cash used in operating activities	(28,355)		(40,332)		Net cash used in operating activities	(2,673)		(28,355)

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capitalized software		—		(1,322)

Capital expenditures	Capital expenditures	(10,302)		(3,973)		Capital expenditures	(1,806)		(10,302)
Proceeds from sale of assets		517		—
Proceeds from sales of assets						Proceeds from sales of assets	0		517
Cash paid in acquisitions, net of cash received	Cash paid in acquisitions, net of cash received	(105,365)		—		Cash paid in acquisitions, net of cash received	(17,748)		(105,365)
Payments for investments		—		(2,500)
Purchases of investments						Purchases of investments	(3,000)		0
Purchases of strategic investments						Purchases of strategic investments	(2,200)		0
Net cash used in investing activities	Net cash used in investing activities	(115,150)		(7,795)		Net cash used in investing activities	(24,754)		(115,150)

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Payments of debt		—		(233,293)
Fees from debt refinancing		—		(300)

Proceeds related to the issuance of common stock under stock and employee benefit plans	Proceeds related to the issuance of common stock under stock and employee benefit plans	3,405		17,355		Proceeds related to the issuance of common stock under stock and employee benefit plans	8,676		3,405
Shares repurchased for tax withholdings upon vesting of stock-based awards	Shares repurchased for tax withholdings upon vesting of stock-based awards	(18,057)		(36,906)		Shares repurchased for tax withholdings upon vesting of stock-based awards	(9,382)		(18,057)
Acquisition of treasury stock from tender offer		—		(503,393)

Acquisition of treasury stock	Acquisition of treasury stock	(121,188)		(64,107)		Acquisition of treasury stock	(42,312)		(121,188)
Net cash used in financing activities	Net cash used in financing activities	$	(135,840)	$	(820,644)	Net cash used in financing activities	$	(43,018)	$	(135,840)


					Options outstanding								Options exercisable									Options outstanding				Options exercisable
Range of	Range of								Weighted-average	Weighted-average					Weighted-average		Range of					Weighted-average	Weighted-average			Weighted-average
exercise price	exercise price						Options		remaining	exercise price			Options		exercise price		exercise price			Options		remaining	exercise price		Options	exercise price
per share	per share						outstanding		contractual life	per share			exercisable		per share		per share			outstanding		contractual life	per share		exercisable	per share
$	0.61	—	$	9.99	264,245	5.8 years	$	1.60	151,229	$	1.52	0.61		—		$	9.99	125,984	4.6 years	$	1.52	88,838	$	1.32
$	10.00	—	$	19.99	709,672	2.8 years	$	14.69	709,672	$	14.69	10.00		—		$	19.99	346,807	3.0 years	$	15.50	346,807	$	15.50
$	20.00	—	$	24.99	420,347	4.6 years	$	21.32	420,347	$	21.32	20.00		—		$	24.99	347,658	3.3 years	$	21.31	347,658	$	21.31

					1,394,264	3.9 years	$	14.21	1,281,248	$	15.31							820,449	3.4 years	$	15.81	783,303	$	16.47


		December 31, 2019		March 31, 2019			December 31, 2020		March 31, 2020
Prepaid expenses and other	Prepaid expenses and other	$	12,628	$	9,058	Prepaid expenses and other	$	12,260	$	13,385
Post-closing receivable from IPG		17,625		17,625
Interest receivable		1,080		2,497
Receivable for cash settlement of withheld income tax withholdings on equity award releases						Receivable for cash settlement of withheld income tax withholdings on equity award releases	0		7,658

Certificates of deposit						Certificates of deposit	3,000		0
Assets of non-qualified retirement plan	Assets of non-qualified retirement plan	14,886		14,970		Assets of non-qualified retirement plan	16,425		11,623
Other current assets	Other current assets	$	46,219	$	44,150	Other current assets	$	31,685	$	32,666


		December 31, 2019		March 31, 2019			December 31, 2020		March 31, 2020
Acquired intangible assets, net		$	27,702	$	24,217
Right of use asset		17,947		—
Long-term prepaid data revenue share						Long-term prepaid data revenue share	$	8,873	$	0

Right-of-use asset (see Note 4)						Right-of-use asset (see Note 4)	12,536		17,830
Deferred tax asset						Deferred tax asset	905		852
Deposits						Deposits	2,793		2,562
Strategic investments (see Note 17)						Strategic investments (see Note 17)	5,700		3,500
Other miscellaneous noncurrent assets	Other miscellaneous noncurrent assets	8,591		8,282		Other miscellaneous noncurrent assets	1,525		2,421
Other assets, net	Other assets, net	$	54,240	$	32,499	Other assets, net	$	32,332	$	27,165



Part I. Financial Information			Page No.
	Forward-looking Statements	3
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of December 31 3 1 , ~~2019~~2020 (Unaudited) and March 31, ~~2019~~2020	36
	Condensed Consolidated Statements of Operations for the three months ended December ~~31, 2019~~ 3 1 , 2020 and ~~2018~~2019 (Unaudited)	47
	Condensed Consolidated Statements of Operations for the nine months ended December 31 , 2020 and 2019 ~~and 2018~~ (Unaudited)	58
	Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~ Loss for the three and nine months ended December 31 , 2020 and 2019 ~~and 2018~~ (Unaudited)	69
	Condensed Consolidated Statements of Equity for the three and nine months ended December ~~31, 2019 and 2018~~ 3 1 , 2020 (Unaudited)	710
	Condensed Consolidated Statements of Equity for the three and nine months ended December 3 1 , 2019 (Unaudited)	11
	Condensed Consolidated Statements of Cash Flows for the nine months ended December 31 , 2020 and 2019 ~~and 2018~~ (Unaudited)	912
	Notes to Condensed Consolidated Financial Statements	1114
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4643
Item 4.	Controls and Procedures	4643

Part II. Other Information
Item 1.	Legal Proceedings	4744
Item 1A.	Risk Factors	4744
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4844
Item 3.	Defaults Upon Senior Securities	4845
Item 4.	Mine Safety Disclosures	4845
Item 5.	Other Information	4845
Item 6.	Exhibits	4946

Signature			5047


			Useful life
	Fair value		(in years)
Developed technology	$	23,000	4
Data supply relationships	7,000		4
Customer relationships	4,000		4
Trademarks	1,000		2
Total intangible assets	$	35,000


	For the three months ended		For the nine months ended
	December 31, 2018
Revenues	$	—	$	332,185
Cost of revenue	24,677		213,512
Gross profit	(24,677)		118,673
Operating expenses:
Research and development	6,703		21,621
Sales and marketing	18,110		60,743
General and administrative	27,767		72,150
Gains, losses and other items, net	(1,658,667)		(1,656,014)
Total operating expenses	(1,606,087)		(1,501,500)
Income from discontinued operations	1,581,410		1,620,173
Interest expense	—		(5,702)
Other, net	74		97
Earnings from discontinued operations before income taxes	1,581,484		1,614,568
Income taxes	509,823		456,301
Earnings from discontinued operations, net of tax	$	1,071,661	$	1,158,267


	During the year ended:
	2020		2021		2022		2023		2024		Total
Stock options	$	0.9	$	2.3	$	1.1	$	0.3	$	—	$	4.6
Restricted stock units	14.4		49.9		38.5		22.8		3.7		129.3
DPM acquisition consideration holdback	2.1		8.3		8.2		2.1		—		20.7
PDP assumed performance plan	6.5		19.4		—		—		—		25.9
	$	23.9	$	79.9	$	47.8	$	25.2	$	3.7	$	180.5


Fiscal Year:	Fiscal Year:			Fiscal Year:
2020		$	5,356
2021	2021	17,650		2021	$	3,899
2022	2022	14,342		2022	14,458
2023	2023	11,933		2023	12,050
2024	2024	2,125		2024	2,170

		$	51,406		$	32,577


	December 31, 2019		March 31, 2019
Internally developed computer software	$	51,525	$	51,525
Acquired developed technology	78,500		54,000
	130,025		105,525
Less accumulated amortization	105,134		98,664
	$	24,891	$	6,861


		Associate-related reserves		Lease accruals		Total			Associate-related reserves		Lease accruals		Total
March 31, 2019		$	4,595	$	5,688	$	10,283
Balances at March 31, 2020								Balances at March 31, 2020	$	450	$	6,243	$	6,693
Restructuring charges and adjustments	Restructuring charges and adjustments	1,970		(80)		1,890		Restructuring charges and adjustments	1,130		67		1,197
Payments	Payments	(6,039)		(614)		(6,653)		Payments	(1,284)		(2,142)		(3,426)
December 31, 2019		$	526	$	4,994	$	5,520
Balances at December 31, 2020								Balances at December 31, 2020	$	296	$	4,168	$	4,464