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PART I
AVAILABILITY OF SEC FILINGS AND CORPORATE GOVERNANCE INFORMATION
Our website address is www.acxiom.com,www.liveramp.com, where copies of documents whichthat we have filed with the Securities and Exchange Commission ("SEC"(“SEC”) may be obtained free of charge as soon as reasonably practicable after being filed electronically. Included among those documents are our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("(“Exchange Act"Act”). Copies may also be obtained through the SEC'sSEC’s EDGAR site at the website address http://www.sec.gov, or by sending a written request for copies to AcxiomLiveRamp Investor Relations, 100 Redwood Shores Parkway, Redwood City,225 Bush Street, Seventeenth Floor, San Francisco, California 94065.94104. Copies of all of our SEC filings were available on our website during the past fiscal year covered by this Annual Report on Form 10-K. In addition, at the "Corporate Governance"“Corporate Governance” section included in the investor relations section of our website, we have posted copies of our Corporate Governance Principles, the charters for the Audit/Finance, Compensation, Executive, and Governance/Nominating and Technology & Innovation Committees of the Board of Directors, the codes of ethicsapplicable to directors, financial personnel and all employees, and other information relating to the governance of the Company. Although referenced herein, information contained on or connected to our corporate website is not incorporated by reference into this annual reportAnnual Report on Form 10-K and should not be considered part of this report or any other filing we make with the SEC.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K, including, without limitation, the items set forth beginning on pages F-3 – F-22page F-2 in Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations, contains and may incorporate by reference certain statements that may be deemed to be "forward-looking statements"“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the "PSLRA"“PSLRA”), and that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the PSLRA. These statements, which are not statements of historical fact, may contain estimates, assumptions, projections and/or expectations regarding the Company'sCompany’s financial position, results of operations, market position, product development, growth opportunities, economic conditions, and other similar forecasts and statements of expectation. Forward-looking statements are often identified by words or phrases such as "anticipate," "estimate," "plan," "expect," "believe," "intend," "foresee,"“anticipate,” “estimate,” “plan,” “expect,” “believe,” “intend,” “foresee,” or the negative of these terms or other similar variations thereof. These forward-looking statements are not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company'sCompany’s actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements.
Forward-looking statements may include but are not limited to the following:
•statements regarding our competitive position within our industry and our differentiation strategies;
•our expectations regarding laws, regulations and industry practices governing the collection and use of personal data;
•our expectations regarding the potential impact of the pandemic related to the current and continuing outbreak of a novel strain of coronavirus ("COVID-19") or other public health crises on our business, operations, and the markets in which we and our partners and customers operate;
•our expectations regarding the elimination of certain deductions under the Tax Cuts and Jobs Act of 2017 and other tax-related legislation on our tax position;
•our estimates, assumptions, projections and/or expectations regarding the Company's annualized future cost savings and expenses associated with the announced reduction in force and real estate footprint reduction;
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•statements regarding our liquidity needs or containing a projection of revenues, operating income (loss), income (loss), earnings (loss) per share, capital expenditures, dividends, capital structure, or other financial items;
•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 possibility that data suppliers might withdraw data from us, leading to our inability to provide certain products and services, in particular that there might be restrictive legislation in the U.S. and other countries that restrict the availability of data;
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•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 capability 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 as the use of "third-party cookies" or other tracking technology continues to be pressured by Internet users, restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users' devices, or our clients' ability to use data on our platform is otherwise restricted;
•general and global negative conditions, risk of recession, the COVID-19 pandemic, rising interest rates, the military conflict between Russia and Ukraine, capital markets volatility, bank failures, cost increases and general inflationary pressure and other related causes; and
•our tax rate and other effects of the changes to U.S. federal tax law.
With respect to the provision of products or services outside our primary base of operations in the United States, all of the above factors apply, along with the difficulty of doing business in numerous sovereign jurisdictions due to differences in scale, competition, culture, laws and regulations.
Other factors are detailed from time to time in periodic reports and registration statements filed with the SEC. The Company believes that we haveit has the product and technology offerings, facilities, associatesemployees and competitive and financial resources for continued business success, but future revenues, costs, margins and profits are all influenced by a number of factors, including those discussed above, all of which are inherently difficult to forecast.
In light of these risks, uncertainties and assumptions, the Company cautions readers not to place undue reliance on any forward-looking statements. Forward-looking statements and such risks, uncertainties and assumptions speak only as of the date of this Annual Report on Form 10-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein, to reflect any change in our expectations with regard thereto, or any other change based on the occurrence of future events, the receipt of new information or otherwise, except to the extent otherwise required by law.
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Item 1. Business
LiveRamp is a Delaware corporation foundedheadquartered in 1969 in Conway, Arkansas.San Francisco, California. Our common stock is listed on the NASDAQ Global Select MarketNew York Stock Exchange under the symbol "ACXM."“RAMP.” We serve a global client base from locations in the United States, Europe, and the Asia-Pacific (“APAC”) region. Our direct client list includes more than 3,000many of the world's largestworld’s best-known and best knownmost innovative brands across most major industry verticals, including but not limited to financial, insurance and investment services, retail, automotive, retail, telecommunications, high tech, consumer packaged goods, healthcare, travel, entertainment non-profit, and government.non-profit. Through our expansive partner ecosystem we serve thousands of additional companies, unlocking access to unique customer moments and creating powerful network effects.
Industry
We excelare experiencing a convergence of several key industry trends that are shaping the future of how data is used to power the customer experience economy. Some of these key industry trends include:
Marketing and Customer Experience in relationshipsthe Data-Driven Era
As the world becomes more multichannel, consumer behavior is rapidly shifting, and organizations are increasingly realizing that true competitive advantage lies in providing meaningful customer experiences – experiences that are personalized, relevant and cohesive across all channels and interactions. Experience is the key to brand differentiation and customer retention. Companies that fail to prioritize customer experience as a strategic growth initiative will simply get left behind. Companies are also increasingly realizing that best-in-class customer experiences require enhanced insights that can only be achieved through a structured data collaboration effort that combines first- and second-party data.
At the same time, consumer expectations are also at an all-time high. Consumers are demanding personalization from brands and, in this new area, every consumer interaction has the potential to be individually relevant, addressable, and measurable.
Data is at the center of exceptional customer experiences but is still vastly underutilized. Organizations must capture, analyze, understand – and, most importantly use – customer data to power the customer experience. By understanding which devices, email addresses, and postal addresses relate to the same individual, enterprise marketers can leverage that insight to deliver seamless experiences as consumers engage with a company across all touchpoints. At the same time, by reaching consumers at the individual level, organizations that viewcan reduce marketing waste and more easily attribute their marketing spend to actual results. Enterprise marketers recognize the activation, management,huge opportunity big data brings, yet many admit they are not using their data effectively to drive their customer experience.
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Growing Data Usage
Advances in software and applicationhardware and the growing use of the Internet have made it possible to collect and rapidly process massive amounts of personal data. Data vendors and direct-to-consumer platforms are able to collect user information across a wide range of offline and online properties and connected devices, and to aggregate and combine it with other data sources. With proper permissions, this data can be integrated with a company's own proprietary data and can be made non-identifiable if the use case requires it. Through the use of data, as an integral componentmarketers and publishers can more effectively acquire customers, elevate their lifetime value, and enhance the customer experience.
Growing Data Collaboration to Enable Commerce Media
The advertising market is being transformed by commerce media, a new form of their business. We generate our revenue fromadvertising that closes the following business segments, which are aligned consistently with the Company's long-term strategy:
Growing Complexity of the Customer Journey
Additionally, innovation has fueled the growth of a highly-fragmented technology landscape, forcing companies to contend with thousands of marketing technologies and data silos. To make every customer experience relevant across channels and devices, organizations need a trusted platform that can break down those silos, make data portable, and accurately recognize individuals throughout the customer journey. Marketing is becoming more audience-centric, automated, and optimized. However, several important factors still prevent data from being used effectively to optimize the customer experience:
•Identity. For organizations to target audiences at the individual level, they must be able to recognize consumers across all channels and devices, and link multiple identifiers and data elements to create a single view of the customer. The evolving digital identity landscape further highlights the importance of authenticated, first-party identity.
•Scaled Data Assets. Quality, depth, andrecency of data matter when deriving linkages between identifiers. Organizations must have access to an extensive set of data and be able to match that data with a high degree of accuracy to perform true cross-device audience targeting and measurement.
•Connectivity. The fragmented marketing landscape creates a need for a common network of integrations that make it easy and safe to connect and activate data anywhere in the ecosystem.
•Data Control. Organizations are increasingly looking to collaborate with their most important partners but do not want to give up control of their data or, in certain cases, do not want their data to leave their environment.
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•Walled Gardens. Walled gardens, or marketing platforms that restrict the use of data outside of their walls, are becoming more pervasive and can result in loss of control, lack of transparency, and fragmented brand experiences. Organizations need a solution that enables an open ecosystem and ensures complete control over customer data, along with the flexibility to choose a diversified approach to meeting marketing goals.
•Data Governance. Preserving brand integrity while delivering positive customer experiences is a top priority for every company. Organizations must be able to manage large sets of complex data ethically, securely, within legal boundaries, and in a way that protects consumers from harm. Importantly, they must also honor consumer preferences and put procedures in place that enable individuals to control how, when and for what reasons companies collect and use information about them.
Increasing Fragmentation of Consumer Identity
Today, customer journeys span multiple channels and devices over time, resulting in data silos and fragmented identities. As consumers engage with brands across various touchpoints – over the web, mobile devices and applications, by email and television, and in physical stores – they may not be represented as single unique individuals with complex behaviors, appearing instead as disparate data points with dozens of different identifiers. Becky Smith who lives at 123 Main Street may appear as beckys@acme.com when she uses Facebook, becky@yahoo.com when she signs into Yahoo Finance, cookie 123becky.smith@gmail.com when she browses msn.com,conducts a Google search, cookie ABC when she browses aol.com,cnn.com, device ID 234 on Hulu and so on. As a result, enterprise marketers struggle to understand the cross-channel, cross-device habits of consumers and the different steps they take on their path to conversion. More specifically, data silos and fragmented identities prevent brandscompanies from being able to resolve all relevant data to a specific individual; this poses a challenge to the formation of accurate, actionable insights about a brand'sbrand’s consumers or campaigns.
Marketing Waste from Inaccurate Consumer Identification
Every day, brands spend billions of dollars on advertising and marketing, yet many of the messages they deliver are irrelevant, repetitive, mistimed, or simply reach the wrong audience. In addition, as the marketing landscape continues to grow and splinter across a growing array of online and offline channels, it is increasingly difficult to attribute marketing spend to a measurable outcome, such as an in-store visit or sale. Wasted marketing spend is largely driven by the fragmented ecosystem of brands, data providers, marketing applications, media providers, and agencies that are involved in the marketing process, but operate without cohesion. Without a common understanding of consumer identity to unify otherwise siloed data, brands are unable to define accurate audience segments and derive insights that would enable better decision making.
Heightened Privacy and Security Concerns
Our productsApproach
Leveraging our groundbreaking leadership in consumer privacy, data ethics, foundational identity and services provide the data foundation brands need to power people-based marketing. We make it safe and easy to activate, validate, enhance, and unify data, enabling marketers to deliver relevant messages at scale and link their campaigns to actual results. Weconnectivity, we help our clients generate higher return on investmentbuild enduring brand and drive betterbusiness value by unlocking siloed and fragmented consumer data and enabling responsible data collaboration.
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We are middleware for the customer interactionsexperience economy. LiveRamp provides the trusted platform that sits in between customer data and experiences.the thousands of applications powered by data. We make data consistent, consumable and portable. We ensure the seamless connection of data to and from the customer experience applications our customers use and the partners with which they collaborate. We empower businesses to make data more accessible and create richer, more meaningful experiences for their customers.
LiveRamp Data Collaboration Platform
As noted above, Acxiom has three business segments, each helping our clients address the inherent challenges associated with people-based marketing in a digital era.
•Data Collaboration. We enable trusted data collaboration between organizations and their trusted partners in a neutral, manageable environment. Our platform provides customers with collaborative opportunities to safely and securely build a more accurate, dynamic view of their customers leveraging partner data. Advanced measurement and analytics use cases, such as linking marketing spending to actual sales transactions, can be performed on this shared data without either party giving up control or compromising privacy.
•Activation. We enable organizations to leverage their customer and prospect data in the digital and TV ecosystems and across the customer experience applications they use through a safe and secure data matching process called data onboarding. Our technology ingests a customer’s first-party data, removes all offline data (directly identifiable information or "DII"), and replaces them with pseudonymized IDs called RampID™, a durable identifier for connecting to the digital ecosystem. RampID can then be distributed through direct integrations to the top platforms our customers work with, including leading marketing cloud providers, publishers and social networks, personalization tools, and connected TV services.
•Measurement & Analytics. We power more accurate, more complete measurement with the measurement vendors and partners our customers use. Our platform allows customers to combine disparate data files (typically ad exposure and customer events, like transactions), replacing customer identifiers with RampID. Customers then can use that aggregated view of each customer for measurement of reach and frequency, sales lift, closed loop offline to online conversion and cross-channel attribution.
•Identity. We provide enterprise-level identity solutions that enable organizations to: 1) resolve and connect disparate identities, 2) enrich data sets with hygiene capabilities and additional audience data from the LiveRamp Data Marketplace providers, and 3) translate data between different systems. Our approach to identity is built from two complementary graphs, combining offline data and online data and providing accuracy with a focus on privacy. LiveRamp technology for DII gives brands and platforms the ability to connect and update what they know about consumers, resolving DII across enterprise databases and systems to deliver better customer experiences. Our digital identity graph powered by our Authenticated Traffic Solution (or "ATS") associates pseudonymous device IDs, TV IDs and other online customer IDs from premium publishers, platforms or data providers, around a RampID. This allows marketers to perform the personalized segmentation, targeting, and measurement use cases that require a consistent view of the user. There are currently more than 165 supply-side platforms and demand-side platforms live or committed to bid on RampID or ATS. In addition, to date more than 14,000 publisher domains, including nearly 70% of the comScore 100 largest digital publishers, have integrated ATS worldwide.
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•Data Marketplace. Our Data Marketplace provides customers with simplified access to industry-leading third-party data providers globally. The LiveRamp Data Collaboration Platform allows for the search, discovery and distribution of data provided by third-party data providers to improve targeting, measurement, and customer intelligence. Data accessed through the LiveRamp Data Marketplace is connected via RampID and is utilized to enrich our customers’ first-party data and can be leveraged across technology and media platforms, agencies, analytics environments, and TV partners. Our platform also provides tools for data providers to manage the organization, distribution, and operation of their data and services across our network of customers and partners. Today we work with more than 200 data providers across all verticals and data types (see below for discussion on Marketplace and Other).
Subscription
We primarily charge for our platform services on an annual basis. Our subscription pricing is based primarily on data volume, which is a function of data input records and connection points.
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 920 direct customers world-wide, including approximately 25% of the Fortune 500, and serve thousands of additional customers indirectly through our reseller partnership arrangements.
•Brands and Agencies. We work with over 500 of the largest brands and agencies in the world, helping them execute people-based marketing by creating an omni-channel understanding of the consumer and activating that understanding across their choice of best-of-breed digital marketing platforms.
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•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 Sellers. Leveraging our vast network of integrations, we enable data sellers to easily connect to the digital ecosystem and monetize their own data. Data can be distributed to clients or made available through the Data Marketplace. 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.
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 Data Marketplace seamlessly connects data sellers’ audience data across the marketing ecosystem. The Data Marketplace enables data sellers to easily monetize their data across hundreds of marketing platforms and publishers. At the same time, it provides a single platform where data buyers, including platforms and publishers, in addition to brands and their agencies, access third-party data from more than 200 data sellers, 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 generate revenue from the Data Marketplace primarily through revenue-sharing arrangements with data sellers that are monetizing their data assets via our marketplace platform service. We also generate Marketplace and Other revenue through transactional usage-based arrangements with certain publishers and addressable TV providers.
To complement our product offering, we provide professional services and enhanced support entitlements to help customers leverage our platform and drive business outcomes. Our services offering includes product implementation, data science analytics, audience measurement and general advisory. We generate revenue from services primarily from project fees paid by subscribers to our software platform. Service projects are sold on an ad hoc basis as well as bundled with platform subscriptions. Services revenue is less than 5% of total Company revenue.
Competitive Strengths
Our competitive strengths includecan be mapped back to our core capabilities around data access, identity, connectivity and data stewardship – which together create strong network effects that enable brandsform a larger strategic moat around the entire business.
•Premier Global Ecosystem. We offer an expansive, data-rich network of top-quality partners for incomparable scale and reach. We activate data across an ecosystem of more than 550 partners, representing one of the largest networks of connections in the digital marketing space. We use 100% deterministic matching, resulting in a strong combination of reach and accuracy. Additionally, through our Data Marketplace, we offer multi-sourced insight into approximately 700 million consumers worldwide, and over 5,000 data elements from hundreds of sources with permission rights.
•Most Advanced Consumer-Level Recognition. Our proprietary, patented recognition technology draws upon an extensive historical reference base to execute effective people-based marketing.
identify and link together multiple consumer records and identifiers. We use the pioneering algorithms of AbiliTec® and deterministic digital matching to link individuals and households to the right digital identifiers including cookies, mobile device IDs, Advanced TV IDs, and user accounts at social networks. As a result, we are able to match online and offline data with a high degree of speed and accuracy.
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◦In all of our major geographies we have privacy teams focused on the protection and responsible use of consumer data;
◦We have industry-leading expertise in connecting data across the online and offline worlds.
•Flexible Collaboration. We have flexibility to collaborate wherever data lives, enabling the widest possible range of data collaboration use cases. We bring our technology to the customer’s data environment and can collaborate with cloud providers or across clouds. We offer broad configurability, controls and permissioning to meet varying customer requirements. Our platform is extensible and scalable to meet growing collaboration usage.
Growth Strategy
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•Expand Global Footprint. Many of our customers and partners serve their customers on a global basis, and we intend to expand our presence outside of the United States to serve the needs of our customers in additional geographies. As we expand relationships with our existing customers, we are investing in select regions in Europe and APAC.
•Expand Addressable Market. Historically, our focus has been to enable data-driven advertising for paid media. As customers look to deploy data across additional use cases, we intend to power all customer experience use cases and expand our role inside the enterprise. Advanced TV, business-to-business (B2B), call centers, email and messaging campaigns, and data collaboration are great examples of this strategy. In addition, over time, we intend to pursue adjacent markets beyond marketing, like risk and fraud, healthcare and government, where similar identity and data connectivity challenges exist.
•Build an Exceptional Business. We do not aspire to be mediocre, good, or even great – we intend to be the absolute best in everything we do. We attract and employ exceptional people, challenge them to accomplish exceptional things, and achieve exceptional results for our clients and shareholders. We do this through six guiding principles: 1) Above all, we do what is right; 2) We love our customers; 3) We say what we mean and do what we say; 4) We empower people; 5) We respect people and time; and 6) We get stuff done.
Privacy Considerations
The growth of thegrowing online advertising and e-commerce industries are converging, with consumers expecting a seamless experience across all channels, in real time. This challenges marketing organizations to balance the deluge of data and demands of the consumer with responsible privacy-compliant methods of managing data internally and with advertising technology intermediaries.
We have policies and operational practices governing Acxiom'sour use of data that we believe reflect leading best practices andare designed to actively promote a set of effectivemeaningful privacy guidelines for digital advertising and direct marketing via all channels of addressable media, e-commerce, risk management and information industries as a whole. We remain certified underSince the judgment of the Court of Justice of the European Union ("EU")-U.S. Safe Harbor and are preparing for its potential replacement, the EU-US Privacy Shield. We also are operating in July 2020, as applicable under EU model contract clauses and contractually comply with other international data protection requirements in anpart of our effort to ensure our continued ability to process information across borders.borders we continue to adhere to the principles of the EU-U.S. and Swiss-U.S. Privacy Shield networks, although we do not rely on those frameworks as a legal basis for transfers of personal data. We have a dedicated teamteams in place to oversee our compliance with the privacydata protection regulations that govern our business activities in the various countries in which we operate.
The U.S. Congress continues to debateand state legislatures, along with federal regulatory authorities, have recently increased their attention on matters concerning the collection and use of consumer data. Data privacy legislation has been introduced in the U.S. Congress, and there are many differenteight states (California, Colorado, Connecticut, Indiana, Iowa, Tennessee, Utah and Virginia) now have comprehensive privacy legislation. Additional state legislatures have proposed, and in certain cases enacted, a variety of types of data privacy legislation pending at the state level.legislation. In all of the non-U.S. locations in which we do business, laws and regulations governing the collection and use of personal data either exist or are being contemplated.developed.
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We expect the trend of enacting and revising data protection laws to continue and that new and expanded data privacy legislation in various forms will be implemented in the U.S. and in other countries around the globe. We are supportive of legislation that codifies the current industry guidelines of accountability-based data governance that includes meaningful transparency for the individual, appropriate controls over personal information and appropriate choices regardingchoice of whether information related to that individualinformation is shared with independent third parties for marketing purposes. We also support legislation requiring all custodians of sensitive information to deploy reasonable information security safeguards to protect that information.
Changes in laws and regulations and violations of laws or regulations by us could have a significant direct or indirect effect on our operations and financial condition, as detailed below and set forth under "Risk Factors-Risks Related to Government Regulation and Taxation."
Customers
Our clientcustomer base consists primarily of Fortune 1000 companies and organizations in the financial services, insurance, information services, direct marketing, retail, consumer packaged goods, technology, automotive, healthcare, travel and communications industries as well as in non-profit sectors. Given the strong network effects associated with our platform, we work with both enterprise marketers and government sectors. the companies they partner with to execute their marketing, including agencies, marketing technology providers, publishers and data providers. We had 920 direct subscription customers at the end of fiscal year 2023, up from 905 in the prior year.
We seek to maintain long-term relationships with our clients, manyclients. Our customers are loyal and typically grow their use of the platform over time, as evidenced by our growing number of customers whose subscription contracts exceed $1 million in annual revenue, which typically operate under contracts with initial termstotaled 95 at the end of at least two years. We have historically experienced high retention rates among our clients.fiscal year 2023, up from 87 the year prior.
Our ten largest clients represented approximately 35%29% of our revenuerevenues in fiscal year 2016 but no single2023. If all of our individual client contractual relationships were aggregated at the holding company level, one client, The Interpublic Group of Companies, accounted for more than 10%12% of our revenues as a whole.in fiscal year 2023.
Sales and Marketing
Our sales teams focus on new business development across all markets – sales to new clients and sales of new lines of business to existing clients, as well as revenue growth within existing accounts. We organize our clientcustomer relationships around customer type and industry verticals,vertical, as we believe that understanding and speaking to the nuances of each industry is the most effective way to positively impact our clients'customers’ businesses.
Our partner organization focuses on enabling key media partners, agencies and software providers who can help drive value for our clients or who benefit from using Acxiom for data, analytics and audience management.
Our marketing efforts are focused on increasing awareness for our brand, executing thought leadership initiatives, supporting our sales team and generating new leads. We seek to accomplish these objectives by hosting and presenting at industry conferences, hosting client advisory boards, publishing white papers and research, public relations activities, social media presence and advertising campaigns.
Research and Development
We continue to invest in our global data connectivity platform to enable effective use of data. Our research and development teams are focused on the full cycle of product development from customer discovery through development, testing and release. Research and development expense was $74.2$189.2 million in fiscal 2016,2023, compared to $74.2$157.9 million in fiscal 2015,2022, and $62.8$135.1 million in fiscal 2014.2021. Management expects to maintain investmentresearch and development spending, as a percentage of revenue, at relatively similar levels in fiscal 2017.2024.
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Seasonality
While the majority of our business is not subject to seasonal fluctuations, our Data Marketplace and usage-based subscription revenue experience modest seasonality, as the revenue generated from these areas of the business are more transactional in nature and tied to advertising spend. For example, many advertisers allocate the largest portion of their budgets to the fourth quarter of the calendar year in order to coincide with increased holiday purchasing. We expect our Data Marketplace and usage-based subscription revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole. Usage-based subscription revenue equaled 14% of total subscription revenue in fiscal 2023, and 15% in fiscal 2022.
Competition
We operate in a complex and competitive environment. Competitors for our Connectivity servicesof LiveRamp are typically also members of our partner and reseller ecosystem, creating a paradigm where co-opetitioncompetition is the norm. Our primary competitors are companies that sell data onboarding as part of a suite of marketing applications or services. Walled gardens that offer a direct interface for matching CRMcustomer relationship management (CRM) data compete for a portion of our services, particularly amongst marketers that have not yet adopted in-house platforms for programmatic marketing or attribution. Some providers of tag management, data management, and cross-device marketing solutions have adopted positioning similar to our Connectivity business and compete for mindshare.
In local markets outside the United States, we primarily face both global players as well assmall, local market players. Local market players vary between those offering a range of services and those who may compete with us in more limited areas, such as for data products or data integration services.
We continue to focus on levers to increase our competitivenessandbelieve that investing in the product and technology platform of our business is a key to our continued success. Further, we believe that enabling a broad partner ecosystem will help us to continue to provide competitive differentiation.
Pricing
Approximately 81% of our revenue is derived from subscription-based arrangements sold on an annual or multi-year basis. Our subscription pricing is based on data volume supported by our platform. We also generate revenue from data providers, digital publishers and Inflation
Our traditional direct marketing operations typically experience their lowest revenue in the first quarterHuman Capital
LiveRamp's most valuable resource is our people. Our board of the fiscal year, with higher revenue in the second, third,directors considers LiveRamp's Talent strategy and fourth quarters. In orderDiversity, Belonging and Inclusion commitment and programs to minimize the impactbe a critical component of these fluctuations, we continueour Company strategy and a competitive advantage. We believe each hire is an opportunity to seek long-term arrangements with more predictable revenues.diversify our workforce and add new skills and capabilities that will foster greater innovation.
Attracting and Retaining Talent
We attract and retain employees with market-competitive, internally equitable compensation and benefit programs, learning and development opportunities that support career growth and advancement opportunities, and employee engagement initiatives that foster a strong, inclusive company culture.
Through our dedicated organizational development program, we regularly assess our human capital opportunities and needs and focus on building the individual capabilities of our employees to facilitate achieving the overall goals of our organization. We aggregate and analyze critical human capital metrics, including employee retention and engagement, to monitor the success of our strategy and make adjustments accordingly. Our employee engagement score is above industry benchmark.
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Since 2016, LiveRamp has either qualified for or been certified as a Best Place to Work. Additionally, LiveRamp has been listed among the 100 Best Companies to Work by Fortune every year since 2018. Recently, LiveRamp was recognized as a Great Place to Work and a Company that Cares by People Magazine in 2022. We strive to not just earn these accolades, but also to push the boundaries of what we know we are capable of as guardians of diversity, inclusion, and belonging.
Diversity, Inclusion and Belonging
Diversity, inclusion, and belonging (“DIB”) efforts are a cornerstone of LiveRamp’s innovative culture. In 2020, we hired our first-ever Head of Diversity Strategy and published LiveRamp’s Diversity, Inclusion & Belonging Charter, which set our commitment to and the core pillars of DIB for LiveRamp, explained our current programs and practices as well as showed the breadth of leaders making DIB part of their focus. Our CEO also joined 1,000 CEOs of the world’s leading companies and organizations to sign the CEO Action for Diversity & Inclusion™ pledge, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace.
We believe there are three core pillars of DIB: Workforce, Product & Customers, and Community. These pillars reflect the intricate relationship of diversity, inclusion and belonging—both internally and externally. To be effective, we believe all three must work together harmoniously for an environment that is equal parts diverse, encouraging, and accepting. Creating a welcoming and inclusive workplace where colleagues feel a sense of belonging creates more innovation and produces better outcomes for our employees, our business and our communities. We work to foster a sense of belonging where everyone can bring their full selves to work.
Investing in our people is foundational to building an exceptional culture where everyone can thrive. We seek out brilliant people from all backgrounds. One way we make this real is we provide candidates with a significant amount of information about who we are and how our products work to help level the knowledge base among referrals and direct applicants. Additionally, candidates have the opportunity to speak directly with members of our business employee relations are good.resource groups (“BERGs”) to get a first-hand perspective of what it is like to work here.
Forming teams with diverse backgrounds enables us to achieve our goal of building products that can be used by customers with varying capabilities, which reduces inequities and serves a wider variety of business needs. Our BERGs exist to support the growth and development of our employees, communities and business to increase diversity, inclusion and belonging. Currently, we have six ERGs: EQUAL@LiveRamp, Women@LiveRamp, Badge@LiveRamp, SOMOS@LiveRamp, SAUCE@LiveRamp, and MOSAIC@LiveRamp.
Diversity, inclusion and belonging also lives outside of our office walls. We have invested in LiveRamp.org, which includes opportunities for volunteerism, philanthropic initiatives, employee donation matching and our Data for Good initiative, which enables organizations to use data to solve some of society’s biggest challenges.
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Information about our Executive Officers of the Registrant
Scott E. Howe, age 48, joined55, is the Chief Executive Officer of the Company. Prior to joining the Company in 2011, as its Chief Executive Officer and President. He currently serves on and chairs the Executive Committee of the Company's board of directors. Prior to joining Acxiom, he served as corporate vice president of Microsoft Advertising Business Group from 2007–2010. In this role, he managed a multi-billion dollarmulti-billion-dollar business encompassing all emerging businesses related to online advertising, including search, display, ad networks, in-game, mobile, digital cable and a variety of enterprise software applications. In 2010, he co-founded and served as interim CEO and president of King of the Web, Inc., a portfolio of online game shows. Mr. Howe was employed from 1999–1999–2007 as an executive and later as a corporate officer at aQuantive, Inc. where he managed three lines of business, including Avenue A|A | Razorfish (a(a leading Seattle-basedSeattle-based global consultancy in digital marketing and technology), DRIVE Performance Media (now Microsoft Media Network), and Atlas International (an adserving technology now owned by Facebook). Earlier in his career, he was with The Boston Consulting Group and Kidder, Peabody & Company, Inc. He serves asis a directormember of the board of directors of the Internet Advertising Bureau (IAB) and previously served on the board of Blue Nile, Inc. (NASDAQ: NILE), a leading online retailer of diamonds and fine jewelry, and the Center for Medical Weight Loss. He previously served on the board of the Internet Advertising Bureau (IAB). Hejewelry. Mr. Howe is a magna cum laude graduate of Princeton University, where he earned a degree in economics, and he holds an MBA from Harvard University.
Lauren R. Dillard, age 59,37, is the Company'sCompany’s interim Chief Financial Officer, & Executive Vice President. Hea position she has held since April 2023. She also serves as Presidentthe Company’s SVP of Acxiom International. He joined Acxiom in 2012Finance and is responsible forInvestor Relations, overseeing all aspects of Acxiom's financial managementthe Company’s finance and investor relations functions since assuming the Company's business operations outsiderole in August 2021. Prior to her current positions, she served as the United States. Company’s Chief Communications Officer & Head of Investor Relations from 2018 to 2021.Prior to joining Acxiom, he served as COO at Silver Spring Networks, a successful start-up specializingthe Company, she worked in smart grid networking technology, where he had responsibility for the company's service delivery, operations and manufacturing organizations. From 2002 - 2008 he was CFO at Electronic Arts Inc., a leading global interactive entertainment software company. He has more than 30 years of experience in operationalcorporate finance and has been CFOinvestor relations for a number of some of the most important success stories of the last two decades including Amazon.com, NBC and Electronic Arts. In addition, he was twice designated one of the "Best CFOs in America" by Institutional Investor magazine, and he was also honored asSan Francisco Bay Area Venture CFOtechnology companies and started her career at Ernst & Young. She is an active community leader and has served on and chaired several Bay Area nonprofit boards, including the Bay Area Discovery Museum and Multiplying Good. Ms. Dillard is a certified public accountant (inactive) and holds a Bachelor of the Year in 2010. He also has significant experience in mergers, acquisitions and in the development and formulation of strategic partnerships. His board experience includes Digital Globe (NYSE: DGI), Tapjoy, California State Summer School of the Arts, and Marshall School of Business at the University of Southern California. Mr. Jenson received both an undergraduateScience degree in accounting and a Master of Accountancy from Brigham YoungSanta Clara University.
Jerry C. Jones,, age 60,67, is the Company'sCompany’s Executive Vice President, Chief Ethics and Legal Officer, Executive Vice President & Assistantand Secretary. He joined Acxiomthe Company in 1999 and currently oversees the Company’s legal, data ethics and privacy matters andgovernment relations matters. He also assists in the strategy and execution of mergers and alliances and the Company'sCompany’s strategic initiatives. Prior to joining Acxiom, hethe Company, Mr. Jones was employed for 19 years as an attorney with the Rose Law Firm in Little Rock, Arkansas, representing a broad range of business interests. HeMr. Jones is a member of the board of directors of Agilysys, Inc. (NASDAQ: AGYS), a leading developer and marketer of proprietary enterprise software, services and solutions to the hospitality and retail industries, where he serves on the AuditCompensation Committee and the Nominating and& Governance Committee. He also serves on the executive committee of Privacy for America, the board of directors of Heifer International and on the University ofForwARd Arkansas, at Little Rock Board of Visitors, and is a co-founder of uhire U.S. He is a Special Advisor to the Club de Madrid, an organization comprisedcomposed of over 100 former Presidents and Prime Ministers from more than 6070 democratic countries. HeMr. Jones was a member of the board of directors of Heifer International until 2019 and Entrust, Inc. until it was purchased by private investors in 2009 and2009. He is the former chairman of the board of the Arkansas Virtual Academy.Academy, a statewide virtual public school, and is a former member of the UA Little Rock Board of Visitors. Mr. Jones holds a juris doctorate degree and a bachelor'sbachelor’s degree in public administration and a juris doctorate degree, both from the University of Arkansas.
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including AOL/Netscape (now Yahoo), Siebel Systems (now Oracle), and CEO of Campus Venture Network, Inc., a software-as-a-service platform for business plan competitions acquired by the Ewing M. Kauffman Foundation in 2009. SunPower.He graduated with Phi Beta Kappa and magna cum laude honors with degrees in economics and mathematics from Harvard College.
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Risks Related to Our Business and Strategy
We are dependent upon customer renewals, the addition of new customers and increased revenue from existing customers for our subscription revenue through our LiveRamp platform andour Marketplace and profitabilityOther business.
To sustain or increase our revenue, we must regularly add new clients and encourage existing clients to maintain or increase their business with us. As the market matures and as existing and new market participants produce new and different approaches to enable businesses to address their respective needs that compete with our offerings, we may be forced to reduce the prices we charge, may be unable to renew existing customer agreements, or enter into new customer agreements at the same prices and upon the same terms that we have historically obtained. If our new business and cross-selling efforts are unsuccessful or if our customers do not expand their use of our platform or adopt additional offerings and features, our operating results may suffer.
Our existing customers have no obligation to renew their contracts upon expiration of their contractual subscription period and may not choose to renew their contracts for a variety of reasons. In the normal course of business, some customers have elected not to renew, and it is difficult to predict attrition rates. Our renewal rates may decline or fluctuate as a result of a number of factors, including customer satisfaction, pricing changes, the prices of services offered by our competitors, mergers and acquisitions affecting our customer base, and reductions in our customers’ spending levels or other declines in customer activity. If our customers do not renew their contracts or decrease the amount they spend with us, our revenue would decline and our business would suffer.
A decline in new or renewed subscriptions in any period may not be successfulimmediately reflected in deploying our reported financial results for that period but may result in a decline in our revenue in future periods. If we were to experience significant downturns in subscription sales and renewal rates, our reported financial results might not reflect such downturns until future periods. Moreover, the conditions caused by other events outside our control, such as the COVID-19 pandemic, have affected, and may continue to affect, the rate of spending on advertising products and have and could continue to adversely affect our customers’ ability or willingness to purchase our offerings, delay prospective customers’ purchasing decisions, increase pressure for pricing discounts, lengthen payment terms, reduce the value or duration of their subscription contracts, or increase customer attrition rates, all of which could adversely affect our future sales, operating results and overall financial performance.
The loss of a contract upon which we rely for a significant portion of our revenues could adversely affect our operating results.
Our ten largest clients represented approximately 29% of our revenues in fiscal year 2023. If all of our individual client contractual relationships were aggregated at the holding company level, one client, The Interpublic Group of Companies, accounted for 12% of our revenues in fiscal year 2023. The loss of, or decrease in revenue from, any of our significant clients for any reason could have a material adverse effect on our revenue and operating results, which could be exacerbated by client consolidation, changes in technologies or solutions used by our clients, changes in demand for our platform, legal or regulatory changes, market optics, client bankruptcies or departures from their respective industries, pricing competition or deviation from marketing and sales methods, any one of which may result in even fewer contractual relationships accounting for a high percentage of our revenue and reduced demand from any single significant client.
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In addition, some of our clients have used, and may in the future use, the size and relative importance of their purchases to our business to require that we enter into agreements with more favorable terms than we would otherwise agree to, to obtain price concessions, or to otherwise restrict our business.
Data suppliers may withdraw data that we have previously collected or withhold data from us in the future, leading to our inability to provide products and services to our clients, which could lead to a decrease in revenue and loss of client confidence.
Much of the data that we use is either purchased or licensed from third-party data suppliers, and we are dependent upon our ability to obtain necessary data licenses on commercially reasonable terms. We could suffer material adverse consequences if our data suppliers were to withhold their data from us or materially limit our use of their data, which could occur for a variety of reasons, including because we fail to maintain sufficient relationships with the suppliers or because they decline to provide, or are prohibited from providing, such data to us due to legal, regulatory, contractual, privacy, competitive or other economic concerns. For example, data suppliers could withhold their data from us if there is a competitive reason to do so, if we breach our contract with a supplier, if we breach their expectations of our use of their data, if they are acquired by one of our competitors, if legislation is passed or regulations are adopted restricting or making too difficult the collection, use or dissemination of the data they provide, if market optics become negative regarding the sharing of their data with third parties or allowing the setting of cookies from their sites, if publishers change their privacy policies or user settings, including as a result of legal or regulatory actions, in a material manner that turns off or diminishes the volume of data we receive, or if judicial interpretations are issued restricting use of such data, or for other reasons. Further, definitions in enacted or proposed state-level data broker legislation apply to LiveRamp, potentially exposing the Company to negative perceptions and diminishing data available to it. Additionally, we could terminate relationships with our data suppliers if they fail to adhere to our data quality standards. If a substantial number of data suppliers were to withdraw or withhold their data from us or substantially limit our use of their data, or if we were to sever ties with our data suppliers based on their inability to meet appropriate data standards, our ability to provide products and services to our clients could be materially adversely impacted, which could result in decreased revenues and operating results.
Our business is subject to substantial competition from a diverse group of competitors. New products and pricing strategies introduced by these competitors could decrease our market share or cause us to lower our prices in a manner that reduces our revenues and operating margin.
We operate in a highly competitive and rapidly changing industry. With the introduction of new technologies and the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase revenue and operating results. In addition to existing competitors and intermediaries, we may also face competition from new companies entering the market, which may include large established companies, all of which currently offer, or may in the future offer, products and services that result in additional competition. These competitors may be in a better position to develop new products and services. Ifpricing strategies that more quickly and effectively respond to changes in customer requirements in these markets. These competitors and new products and technologies may be disruptive to our existing platform offerings, resulting in operating inefficiencies and increased competitive pressure. Some of our competitors may choose to sell products or services competitive to ours at lower prices by accepting lower margins and profitability, or may be able to sell products or services competitive to ours at lower prices given proprietary ownership of data, technical superiority or economies of scale. Such introduction of competent, competitive products, pricing strategies or other technologies by our competitors that are superior to or that achieve greater market acceptance than our products and services could adversely affect our business. In such event, we could experience a decline in market share and revenues and be forced to reduce our prices, resulting in lower profit margins for the Company is not successfulCompany.
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Public health emergencies, such as the COVID-19 pandemic, may result in creatingglobal, national and/or regional economic uncertainty, and measures taken in response to such emergencies could impact our business and future results of operations and financial condition.
The COVID-19 pandemic disrupted the flow of the economy and put unprecedented strains on governments, health care systems, educational institutions, businesses and individuals around the world, and future public health emergencies could result in the same. Similar to the COVID-19 pandemic, future public health emergencies could result in significant disruptions to the global financial markets and economic uncertainty, as well as regional quarantines, labor shortages or stoppages, changes in consumer purchasing patterns, disruptions to service providers to deliver data on a timely basis, or at all, and overall economic instability. Any future public health emergencies could materially and adversely affect our business, our operating results, financial condition and prospects, and the value from these investments, the investmentsof our common stock.
The failure to attract, recruit, onboard and lack of new product salesretain qualified personnel could hinder our ability to successfully execute our business strategy, which could have a material adverse effect on our financial position and operating results.
Our growth strategy and future success depends in large part on our ability to attract, recruit, onboard, motivate and retain technical, client services, sales, consulting, research and development, marketing, administrative and management personnel, all of which was made more difficult by the COVID-19 pandemic and the restrictions intended to prevent its spread. The complexity of our products, processing functionality, software systems and services requires highly trained professionals. While we presently have a sophisticated, dedicated and experienced team of executives and employees who have a deep understanding of our business, the labor market for these individuals has historically been very competitive due to the limited number of people available with the necessary technical skills and understanding. As our industry continues to become more technologically advanced, we anticipate increased competition for qualified personnel. In addition, many of the companies with which we compete for experienced personnel may be able to offer greater compensation and benefits packages and/or more flexible work alternatives. We may incur significant costs to attract and retain highly trained personnel and we may lose new employees to our competitors or other technology companies before we realize the benefit of our investment in recruiting and training them, and our succession plans may be insufficient to ensure business continuity if we are unable to retain key personnel. Further, volatility or lack of appreciation in our stock price may also affect our ability to attract and retain our key employees. The loss or prolonged absence of the services of highly trained personnel like our current team of executives and employees, or the inability to recruit, attract, onboard and retain additional, qualified employees, could have a material adverse effect on our business, financial position or operating results.
In addition, effective succession planning is important to our long-term success. If we do not develop effective succession planning, the loss of one or more of our key executive or employees or groups of executives or employees could seriously harm our business.
In November 2022, we announced (i) a reduction in force involving approximately 10% of our full-time employees, and (ii) a planned downsizing of our real estate footprint in addition to the footprint reduction which occurred during our fiscal year second quarter. The headcount reduction is part of a broader strategic reprioritization to build a stronger, more profitable company by tightening our focus and simplifying and driving efficiency into our business processes. This reduction, or any location strategy or similar actions taken in the future, could negatively impact our ability to attract, integrate, retain and motivate key executives and employees.
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If we cannot maintain our culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.
We believe that a critical component to our success has been our company culture, which is based on transparency and personal autonomy. We have invested substantial time and resources in building our team within this company culture. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel and to proactively focus on and pursue our corporate objectives. Although we have recently reopened our offices and hold in-person meetings and events in compliance with applicable government orders and guidelines, the majority of our employees continue to work remotely. Further, upon the reopening of our offices, we have offered most of our employees the flexibility to determine the amount of time they work in the office, which may present operational challenges and risks, including negative impact on the Company's operating resultsemployee morale and financial condition.productivity, low employee retention, and increased compliance and tax obligations in a number of jurisdictions. If we fail to maintain our company culture, our business may be adversely impacted.
Failure to keep up with rapidly changing technologies and marketing practices could cause our products and services to become less competitive or obsolete, which could result in loss of market share and decreased revenues, and net income.thereby impacting our results of operations.
Advances in information technology are changing the way our clients use and purchase information products and services. services and may be disruptive to our existing platform offerings. Maintaining the technological competitiveness of our data products, processing functionality, software systems and services is key to our continued success. However, the complexity and uncertainty regarding the development of new technologies and the extent and timing of market acceptance of innovative products and services create difficulties in maintaining this competiveness. competitiveness. Without the timely introduction of new products, services and enhancements, including through the use of new and emerging technologies (e.g., artificial intelligence and machine learning), we could be at a competitive disadvantage and our products and servicesofferings will become technologically or commercially obsolete over time, in which case our revenue and operating results would suffer.
Consumer needs and expectations and the business information industry as a whole are in a constant state of change. For example, in recent years, we have seen a decline in the use of direct mail marketing and an increase in the use of alternative marketing channels such as online advertising. Our ability to continually improve our current processes and products in response to changes in technology and to develop new products and services are essential in maintaining our competitive position, preserving our market share and meeting the increasingly sophisticated requirements of our clients. If we fail to enhance our current products and services or fail to develop new products in light of emerging technologies and industry standards, we could lose clients to current or future competitors, which could result in impairment of our growth prospects, loss of market share and decreased revenues.
Acquisition and divestiture activities may disrupt our ongoing business and may involve increased expenses, and we may not realize the financial and strategic goals contemplated at the time of a transaction, all of which could adversely affect our business and growth prospects.
Historically, we have engaged in acquisitions to grow our business. To the extent we find suitable and attractive acquisition candidates and business opportunities in the future, we may continue to acquire other complementary businesses, products and technologies and enter into joint ventures or similar strategic relationships. The pursuit of acquisitions may divert the attention of management, disrupt ongoing business, and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. While we believe we will be able to successfully integrate newly acquired businesses into our existing operations, there is no certainty that future acquisitions or alliances will be consummated on acceptable terms or that we will be able to successfully integrate successfully the services, content, products and personnel of any such transaction into our operations. In addition, the pursuit of any future acquisitions, joint ventures or similar relationships may cause a disruption in our ongoing business and distract our management.management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. An acquisition may later be found to have a material legal or ethical issue that was not disclosed or discovered prior to acquisition. Further, we may be unable to realize the revenue improvements, cost savings and other intended benefits of any such transaction. The occurrence of any of these events could result in decreased revenues, net income and earnings per share.
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We have also divested assets in the past and may do so again in the future. As with acquisitions, divestitures involve significant risks and uncertainties, such as:as disruption of our ongoing business, reductions of our revenues or earnings per share, unanticipated liabilities, legal risks and costs, the potential loss of key personnel, distraction of management from our ongoing business, and impairment of relationships with employees and clients because of migrating a business to new owners.
Because acquisitions and divestitures are inherently risky, transactions we undertake may not be successful and may have a material adverse effect on our business, results of operations, financial condition or cash flows.
Our operations outside the U.S.United States are subject to risks that may harm the Company'sCompany’s business, financial condition or results of operations.
During the last fiscal year, we received approximately 9%7% of our revenues from business outside the United States. The cost of executing our business plan in non-U.S. locations is increasingly expensive. In those non-U.S. locations where legislation restricting the collection and use of personal data currently exists, less data is available and at a much higher cost. In some foreign markets, the types of products and services we offer have not been generally available and thus are not fully understood by prospective clients. Upon entering these markets, we have tomust educate and condition the markets, increasing the cost and difficulty of successfully executing our business plan in these markets. Additionally, each of our foreign locations is generally expected to fund its own operations and cash flows, although periodically funds may be loaned or invested from the U.S.United States to the foreign subsidiaries. As a resultBecause of such loanloans or investment,investments, exchange rate movements of foreign currencies may have an impact on our future costs of, or future cash flows from, foreign investments. We have not entered into any foreign currency forward exchange contracts or other derivative instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.
Additional risks inherent in our non-U.S. business activities generally include, among others, potentially longer accounts receivable payment cycles, the costs and difficulties of managing international operations, potentially adverse tax consequences, and greater difficulty enforcing intellectual property rights. The various risks whichthat are inherent in doing business in the U.S.United States are also generally applicable to doing business outside of the U.S.,United States, but such risks may be exaggerated by factors normally associated with international operations, such as differences in culture, laws and regulations, especially restrictions on collection, management, aggregation, localizations, and use of information. Failure to effectively manage the risks facing our non-U.S. business activities could materially adversely affect our operating results. Also, our business is subject to weak international economic conditions, geopolitical developments, such as existing and potential trade wars, and other events outside of our control that could result in a reduced volume of business by our customers and prospective customers, and the demand for, and use of, our products and services may decline. For example, the military conflict between Russia and Ukraine could result in regional instability and adversely impact financial markets as well as economic conditions, especially in Europe.
In addition, when operating in foreign jurisdictions, we must comply with complex foreign and U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other local laws prohibiting corrupt payments to government officials, as well as anti-competition regulations and data protection laws and regulations. Violations of these laws and regulations could result in fines and penalties, criminal sanctions, restrictions on our business conduct and on our ability to offer our products and services in one or more countries. Such violations could also adversely affect our reputation with existing and prospective clients, which could negatively impact our operating results and growth prospects.
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A significant breach of the confidentiality of the information we hold or of the security of our or our customers’, suppliers’, or other partners’ computer systems could be detrimental to our business, reputation and results of operations.
Our business requires the storage, transmission and utilization of data, including personally identifiable information, much of which must be maintained on a confidential basis. These activities may make us a target of cyberattacks from malicious third parties seeking unauthorized access to the data we maintain, including our data and client data, or to disrupt our ability to provide service. Any failure to prevent or mitigate security breaches and improper access to or disclosure of the data we maintain, including personal information, could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position. Our clients and suppliers are increasingly imposing more rigorous contractual obligations on us relating to data security protections. If we are unable to maintain protections and processes at a level equal to that required by our clients and suppliers, it could negatively affect our relationships with those clients and suppliers or increase our operating costs. In addition, computer malware, viruses, social engineering, ransomware, phishing and general hacking have become more prevalent, and events outside of our control, such as the military conflict between Russia and Ukraine, could result in a further increase in such activities. As a result of the types and volume of personal data on our systems, we believe that we are a particularly attractive target for such breaches and attacks.
In recent years, the frequency, severity and sophistication of cyberattacks, computer malware, viruses, social engineering, ransomware, phishing and other intentional misconduct by computer hackers have significantly increased, including the ability to evade detection or obscure their activities, and government agencies and security experts have warned about the growing risks of hackers, cyber criminals and other potential attackers targeting information technology systems. Such third parties could attempt to gain entry to our systems for the purpose of stealing data or disrupting the systems. In addition, our security measures may also be breached due to employee error, malfeasance, system errors or vulnerabilities, including vulnerabilities of our vendors, suppliers, their products, or otherwise. Third parties may also attempt to fraudulently induce employees or clients into disclosing sensitive information such as usernames, passwords or other information to gain access to our clients’ data or our data, including intellectual property and other confidential business information. The COVID-19 pandemic generally increased opportunities available to hackers and cyber criminals as more companies and individuals work online from remote locations. We believe we have taken appropriate measures to protect our systems from intrusion, but we cannot be certain that advances in criminal capabilities, discovery of new or existing vulnerabilities in our systems and attempts to exploit those vulnerabilities, physical system or facility break-ins and data thefts or other developments will not compromise or breach the technology protecting our systems and the information we possess.
Although we have developed systems and processes that are designed to protect our data, our client data, and data transmissions to prevent data loss, and to prevent or detect security breaches, our databases have in the past been and in the future may be subject to unauthorized access by third parties, and we may incur significant costs in protecting against or remediating cyberattacks. Any security breach could result in operational disruptions that impair our ability to meet our clients’ requirements, which could result in decreased revenues. Also, whether there is an actual or a perceived breach of our security, our reputation could suffer irreparable harm, causing our current and prospective clients to reject our products and services in the future and deterring data suppliers from supplying us data. Further, we could be forced to expend significant resources in response to a security breach, including those expended in repairing system damage, increasing cyber security protection costs by deploying additional personnel and protection technologies, and litigating and resolving legal claims or governmental inquiries and investigations, all of which could divert the attention of our management and key personnel away from our business operations. In any event, a significant security breach could materially harm our business, financial condition and operating results.
Our clients, suppliers and other partners are primarily responsible for the security of their information technology environments, and we rely heavily on them and other third parties to supply clean data content and/or to utilize our products and services in a secure manner. Each of these third parties may face risks relating to cyber security, which could disrupt their businesses and therefore materially impact ours. While we provide guidance and specific requirements in some cases, we do not directly control any of such parties’ cyber security operations, or the amount of investment they place in guarding against cyber security threats. Accordingly, we are subject to any flaw in or breaches of their systems, which could materially impact our business, operations and financial results.
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Finally, while we maintain cyber liability insurance coverage that may cover certain liabilities in connection with a cyber security incident, we cannot be certain that our insurance coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have longa material adverse effect on our business, financial condition, financial results and variable sales cycles duereputation.
Unfavorable publicity and negative public perception about our industry could adversely affect our business and operating results.
With the growth of online advertising and e-commerce, there is increasing awareness and concern among the general public, privacy advocates, mainstream media, governmental bodies and others regarding marketing, advertising, and data privacy matters, particularly as they relate to individual privacy interests and the global reach of the online marketplace. Any unfavorable publicity or negative public perception about us, our industry, including our competitors, or even other data-focused industries can affect our business and results of operations, and may lead to digital publishers changing their nature as enterprise-wide solutions. Failurebusiness practices or additional regulatory scrutiny or lawmaking that affects us or our industry. For example, in recent years, consumer advocates, mainstream media, elected officials and government officials have increasingly and publicly criticized the data and marketing industry for its collection, storage and use of personal data. Additional public scrutiny may lead to accurately predict these sales cyclesgeneral distrust of our industry, consumer reluctance to share and permit use of personal data and increased consumer opt-out rates, any of which could negatively influence, change or reduce our current and prospective clients’ demand for our products and services and adversely affect our business and operating results.
Interruptions or delays in service from our third-party data center providers could impair our ability to forecastdeliver our products and services to our customers, resulting in customer dissatisfaction, damage to our reputation, loss of customers, limited growth and reduction in revenue.
We currently serve the majority of our platform functions from third-party data center hosting facilities operated by Google Cloud Platform and Amazon Web Services. Our operations depend, in part, on our third-party facility providers’ abilities to protect these facilities against any damage or interruption from natural disasters, such as earthquakes and hurricanes, power or telecommunication failures, criminal acts and similar events. In the event that any of our third-party facilities arrangements is terminated, or if there is a lapse of service or damage to a facility, we could experience interruptions in our platform as well as delays and additional expenses in arranging new facilities and services.
Any damage to, or failure of, the systems of our third-party providers could result in interruptions to our platform. Despite precautions taken at our data centers, the occurrence of spikes in usage volume, a natural disaster, such as earthquakes or hurricane, an act of terrorism, destruction, vandalism or sabotage, a decision to close a facility without adequate notice, or other unanticipated problems at a facility could result in lengthy interruptions in the availability of our platform. Even with current and planned disaster recovery arrangements, our business could be harmed, and there is no assurance can be provided that any interruptions would be remediated without significant cost or in a timely manner or at all. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject us to liability and cause us to issue credits or cause customers to fail to renew their subscriptions, any of which could materially adversely affect our business.
Weare dependent on the continued availability of third-party data hosting and transmission services.
We incur significant costs with our third-party data hosting services. If the costs for such services increase due to vendor consolidation, regulation, contract renegotiation, or otherwise, we may not be able to increase the fees for our products and services to cover the changes. As a result, our operating results may be significantly worse than forecasted.
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As the use of “third-party cookies” or other tracking technology continues to be pressured by Internet users, restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users’ devices, or our and our clients’ ability to use data on our platform is otherwise restricted, our business could be materially impacted.
Digital advertising mostly relies on the use of cookies, pixels and other similar technology, including mobile device identifiers that are provided by mobile operating systems for advertising purposes, which we refer to collectively as cookies, to collect data about interactions with users and devices. We utilize third-party cookies, which are cookies owned and used by parties other than the owners of the website visited by the Internet user. Our cookies are used to record information tied to a random unique identifier, including such information as when an Internet user views an ad, clicks on an ad or visits one of our advertiser’s websites through a browser while the cookie is active. We use cookies to help us achieve our advertisers’ campaign goals on the web, to limit the instances that an Internet user sees the same advertisement, to report information to our advertisers regarding the performance of their advertising campaigns and to detect and prevent malicious behavior and invalid traffic throughout our network of inventory. Additionally, our clients use cookies and other technologies to add information they have collected or acquired about users into our platform. Without such data, our clients may not have sufficient insight into an Internet user’s activity, which may compromise their ability to determine which inventory to purchase for a specific campaign and undermine the effectiveness of our platform.
Cookies may be deleted or blocked by Internet users who do not want information to be collected about them. The most commonly used Internet browsers—Chrome, Firefox, Internet Explorer and Safari—allow Internet users to modify their browser settings to prevent cookies from being accepted by their browsers. In May 2023, Google announced it will continue with its previously announced timeline to end Chrome's support for third party cookies in the second half of 2024. Mobile devices allow users to opt out of the use of mobile device IDs for targeted advertising. Additionally, the Safari browser currently blocks some third-party cookies by default and has recently added controls that algorithmically block or limit some cookies. Other browsers have added similar controls. In addition, Internet users can delete cookies from their computers at any time. Some Internet users also download free or paid ad blocking software that not only prevents third-party cookies from being stored on a user’s computer, but also blocks all interaction with a third-party ad server. Google has introduced ad blocking software in its Chrome web browser that will block certain ads based on quality standards established under a multi-stakeholder coalition. Additionally, the DAA, NAI, their international counterparts, and our company have certain opt-out mechanisms for users to opt out of the collection of their information via cookies. If more Internet users adopt these settings or delete their cookies more frequently than they currently do, or restrictions are imposed by advertisers and publishers, there are changes in technology or new developments in laws, regulations or industry standards around cookies, our business could be harmed.
For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable, pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier. These identifiers and privacy controls are defined by the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. Privacy aspects of other channels for programmatic advertising, such as CTVs or over-the-top video, are still developing. Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels.
As the collection and use of data for digital advertising has received ongoing media attention over the past several years, some government regulators, such as the FTC, and privacy advocates have raised significant concerns around observed data. There has been an array of 'do-not-track' efforts, suggestions and technologies introduced to address these concerns, and state statutes are beginning to incorporate the obligation to honor them. However, the potential regulatory and self-regulatory landscape is inherently uncertain, and there is not yet a consensus definition of tracking, nor agreement on what would be covered by 'do-not-track' functionality. There is activity by the major Internet browsers to default set on 'do-not-track' functionality, including by Safari and Firefox. It is not clear how many other Internet browsers will follow. Substantial increases in the rate and number of people opting out of various data collection processes could have a negative impact on our business and the ecosystems in which we operate.
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In addition, in the EU, Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the ePrivacy or Cookie Directive, directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent. A replacement for the Cookie Directive to complement and bring electronic communication services in line with the GDPR and force a harmonized approach across EU member states is currently with the EU Council for a trilogue to decide its final effective date. Like the GDPR, the proposed ePrivacy Regulation has extra-territorial application as it applies to businesses established outside the EU who provide publicly available electronic communications services to, or gather data from the devices of, users in the EU. Though still subject to debate, the proposed ePrivacy Regulation may limit the lawful bases available to process digital data collected through cookies and require "opt-in" consent. The fines and penalties for breach of the proposed ePrivacy Regulation may be significant. Limitations on the use or effectiveness of cookies, or other limitations on our, or our clients’, ability to collect and use data for advertising, whether imposed by EU member state implementations of the Cookie Directive, by the new ePrivacy Regulation, or otherwise, may impact the performance of our platform. We may be required to, or otherwise may determine that it is advisable to, make significant changes in our business operations and product and services to obtain user opt-in for cookies and use of cookie data, or develop or obtain additional tools and technologies to compensate for a lack of cookie data. We may not be able to make the necessary changes in our business operations and products and services to obtain user opt-in for cookies and use of cookie data, or develop, implement or acquire additional tools that compensate for a lack of cookie data. Moreover, even if we are able to do so, such additional products and tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than our current use of cookies.
Finally, Google, the owner of the Chrome browser, has publicly stated that over the next several years it will no longer support the setting of third-party cookies. Apple, the owner of the Safari browser, had previously ceased supporting third-party cookies. Separately, and combined, these actions will have significant impacts on the digital advertising and marketing ecosystems in which we operate and could negatively impact our business. We are currently offering and continuing to develop non-cookie based alternatives that can be used in the global ecosystem.
Climate change may have an impact on our business
Any of our primary locations may be vulnerable to the adverse effects of climate change. For example, our offices and facilities in California have experienced, and are projected to continue to experience, climate-related events at an increasing frequency, including drought, water scarcity, heat waves, wildfires and resultant air quality impacts and power shutoffs associated with wildfire prevention. Furthermore, it may be more difficult to mitigate the impact of these events on our remote employees working from home. Changing market dynamics, global policy developments and the increasing frequency and impact of extreme weather events on critical infrastructure in the U.S. and elsewhere have the potential to disrupt our business, the business of our third-party suppliers and the business of our customers, and may cause us to experience higher churn, losses and additional costs to maintain or resume operations.
Risks Related to Government Regulation and Taxation
Changes in legislative, judicial, regulatory, or cultural environments relating to information collection and use may limit our ability to collect and use data. Such developments could cause revenues to decline, increase the cost and availability of data and adversely affect the demand for our products and services.
We receive, store and process personal information and other data from and about consumers in addition to our clients, employees, and services providers. Our handling of this data is subject to a variety of federal, state, and foreign laws and regulations and is subject to regulation by various government authorities. Our data handling also is subject to contractual obligations and may be deemed to be subject to industry standards.
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The U.S. federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, use and storage of data relating to individuals, including the use of contact information and other data for marketing, advertising and other communications with individuals and businesses. In the U.S., various laws and regulations apply to the collection, processing, disclosure, and security of certain types of data. Additionally, the FTC and many state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the online collection, use, dissemination and security of data. In addition, the European Union has been developing new requirements related to the use of data, including in the Digital Services Act, that may impose additional rules and restrictions on the use of the data.
The regulatory framework for data privacy issues worldwide is currently evolving and is likely to remain uncertain for the foreseeable future. For example, in the U.S., in August 2022 the FTC released an advance notice of proposed rulemaking concerning commercial surveillance and data security and is seeking comment on whether it should implement new trade regulation rules or other regulatory alternatives concerning the ways in which companies (1) collect, aggregate, protect, use, analyze, and retain consumer data, as well as (2) transfer, share, sell, or otherwise monetize that data in ways that are unfair or deceptive. In addition, a potential federal data privacy law remains the subject of active discussion, and, in June 2022, a bipartisan group of lawmakers introduced a bill that would substantially impact on the online advertising ecosystem if passed. The occurrence of unanticipated events often rapidly drives the adoption of legislation or regulation affecting the use, collection or other processing of data and manners in which we conduct our business. Restrictions could be placed upon the collection, management, aggregation and use of information, which could result in a declinematerial increase in the cost of collecting or otherwise obtaining certain kinds of data and could limit the ways in which we may use or disclose information.
In particular, interest-based advertising, or the use of data to draw inferences about a user’s interests and deliver relevant advertising to that user, and similar or related practices, such as cross-device data collection and aggregation, steps taken to de-identify or pseudonymize personal data and to use and distribute the resulting data, including for purposes of personalization and the targeting of advertisements, have come under increasing scrutiny by legislative, regulatory, and self-regulatory bodies in the U.S. and abroad that focus on consumer protection or data privacy. Much of this scrutiny has focused on the use of cookies and other technology to collect information about Internet users’ online browsing activity on web browsers, mobile devices, and other devices, to associate such data with user or device identifiers or pseudonymous identifiers across devices and channels. In addition, providers of Internet browsers have engaged in, or announced plans to continue or expand, efforts to provide increased visibility into, and certain controls over, cookies and similar technologies and the data collected using such technologies. For example, in January 2020 Google announced that at some point in the following 24 months the Chrome browser would block third-party cookies. In April 2021, Google began releasing software updates to its Chrome browser with features intended to phase out third-party cookies. In May 2023, Google stated that it would deprecate third-party cookies by mid-2024. Because we, and our clients, rely upon data, including that collected through cookies and similar technologies, it is possible that Google's efforts may have a substantial impact on the ability to collect and use data from Internet users, and it is essential that we monitor developments in this area domestically and globally, and engage in responsible privacy practices, including providing consumers with notice of the types of data we collect and how we use that data to provide our services.
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In the U.S., the U.S. Congress and state legislatures, along with federal regulatory authorities have recently increased their attention on matters concerning the collection and use of consumer data. In the U.S., non-sensitive consumer data generally may be used under current rules and regulations, subject to certain restrictions, so long as the person does not affirmatively “opt-out” of the collection or use of such data. If an “opt-in” model were to be adopted in the U.S., less data would be available, and the cost of data would be higher. For example, California enacted legislation, the California Consumer Privacy Act (“CCPA”), that became operative on January 1, 2020 and came under California Attorney General ("AG") enforcement on July 1, 2020. The CCPA requires covered companies to, among other things, provide new disclosures to California consumers and afford such consumers new abilities to opt-out of certain sales of personal information, a concept that is defined broadly. The CCPA is the subject of regulations issued by the California AG. In November 2020 California voters also approved the ballot initiative known as the California Privacy Rights Act of 2020 (“CPRA”). Pursuant to the CPRA, effective January 1, 2023, the CCPA was amended by creating additional privacy rights for California consumers and additional obligations on businesses, which could subject us to additional compliance costs as well as possible fines, individual claims and commercial liabilities for certain compliance failures. Since the CCPA, ten other state legislatures so far have passed comprehensive privacy legislation, including Virginia, Colorado, Connecticut, Utah, Indiana, Iowa, Tennessee, Montana, Florida and Texas, and other states have passed sector or data-specific legislation, such as Illinois and Washington. Together with the CCPA and CPRA, these are referred to throughout as "State Consumer Privacy Acts." Each of these State Consumer Privacy Acts have gone, or will go, into effect on or before July 1, 2025. Many other states currently have comprehensive and/or sector or data-specific bills winding their way through their legislatures.
In addition, the FTC Chair has called for a new approach to consumer data protection, such as the notice and consent framework in which consumers are asked to agree to privacy policies. The FTC has also articulated and demonstrated its intention to use its authority under Section 5 of the Federal Trade Commission Act to focus on data privacy through investigations and enforcement actions (for unfair and deceptive actions), particularly in the areas of sensitive data, such as health, location, and children’s data, and has begun to demonstrate that with significant consent decrees. Further modifications and regulations under the State Consumer Privacy Acts, enforcement actions and guidance, or new rules promulgated by the FTC, could create additional liability and require costly expenditures to ensure continued compliance.
We cannot yet predict the full impact of the State Consumer Privacy Acts on our business or operations, but they may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. The State Consumer Privacy Acts have prompted a number of proposals for federal and other state privacy legislation that, if enacted, could increase our exposure to potential liability, add additional complexity to compliance in the U.S. market valueand increase our compliance costs. For example, other states have enacted or are considering legislation similar to that of the State Consumer Privacy Act statutory frameworks, including legislation that would require individuals to “opt-in” to the collection of certain consumer data. Decreased availability and increased costs of information could adversely affect our ability to meet our clients’ requirements and could result in decreased revenues.
In Europe, the European General Data Protection Regulation ("GDPR") took effect on May 25, 2018 and applies to products and services that we provide in Europe, as well as the processing of personal data of EU citizens, wherever that processing occurs. The GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union. For example, the GDPR requires offering a variety of controls to individuals in Europe before processing data for certain aspects of our stock.service. In addition, the GDPR includes significant penalties for non-compliance of up to the greater of €20 million or 4% of an enterprise’s global annual revenue. Further, the European Union is expected to replace the EU Cookie Directive governing the use of technologies to collect consumer information with the ePrivacy Regulation. The replacement ePrivacy Regulation may impose burdensome requirements around obtaining consent and impose fines for violations that are materially higher than those imposed under the European Union’s current ePrivacy Directive and related EU member state legislation. In addition, some countries are considering or have passed legislation or interpretations implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services. Any failure to achieve required data protection standards may result in lawsuits, regulatory fines, or other actions or liability, all of which may harm our operating results.
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We are also subject to laws, regulations and other restrictions that dictate whether, how, and under what circumstances we can transfer, process and/or receive certain data that is critical to our operations, including data shared between countries or regions in which we operate, and data shared among our products and services. For example, in 2016, the European Union and the U.S. agreed to an alternative transfer framework for data transferred from the European Union to the U.S., called the Privacy Shield. On July 16, 2020, however, the European Court of Justice invalidated the Privacy Shield and companies may no longer rely on it as a valid mechanism to comply with European Union data protection requirements. The invalidation of the Privacy Shield and related uncertainty regarding other data transfer mechanisms could have a significant adverse impact on our operations, while increasing our compliance costs and legal and regulatory risks. While domestic efforts between the EU and U.S. toward a replacement are underway, the timing, requirements and reliability are unclear. In addition, the other bases upon which we rely to legitimize the transfer of such data, such as Standard Contractual Clauses, have been subjected to regulatory and judicial scrutiny. If other legal bases upon which we currently rely for transferring data from Europe to the U.S. are invalidated, if we are unable to transfer data between and among countries and regions in which we operate, or if we are prohibited from sharing data among our products and services, it could affect the manner in which we provide our clientsservices or adversely affect our financial results.
In addition to government regulation, privacy advocacy and prospectsindustry groups may propose new and different self-regulatory standards that either legally or contractually apply to us or our clients. We are often facedmembers of self-regulatory bodies that impose additional requirements related to the collection, use, and disclosure of consumer data. Under the requirements of these self-regulatory bodies, in addition to other compliance obligations, we are obligated to provide consumers with a significant commitmentnotice about our use of capital,cookies and other technologies to collect consumer data and of our collection and use of consumer data for certain purposes, and to provide consumers with certain choices relating to the needuse of consumer data. Some of these self-regulatory bodies have the ability to integrate new softwarediscipline members or participants, which could result in fines, penalties, and/or hardware platforms across multiple business unitspublic censure (which could in turn cause reputational harm). Additionally, some of these self-regulatory bodies might refer violations of their requirements to the Federal Trade Commission or other regulatory bodies.
Because the interpretation and application of privacy and data protection laws, regulations and standards are uncertain, it is possible that these laws, regulations and standards may be interpreted and applied in manners that are, or are asserted to be, inconsistent with our data management practices or the technological features of our solutions. If so, in addition to the possibility of fines, investigations, lawsuits and other claims and proceedings, it may be necessary or desirable for us to fundamentally change our business activities and practices or modify our products and services, which could have an adverse effect on our business. We may be unable to make such changes or modifications in company-wide operational procedures, all of whicha commercially reasonable manner or at all. Any inability to adequately address privacy concerns, even if unfounded, or any actual or perceived failure to comply with applicable privacy or data protection laws, regulations, standards or policies, could result in cautious deliberationadditional cost and evaluation by prospective clients, longerliability to us, damage our reputation, decrease the availability of and increase costs for information, inhibit sales cycles and delays in completing transactions. Additional delays result fromharm our business. Furthermore, the significant up-front expenses and substantial time, effortcosts of compliance with, and other resources necessaryburdens imposed by, the laws, regulations, standards and policies that are applicable to the businesses of our clients may limit the use and adoption of, and reduce the overall demand for, our platform. Privacy concerns, whether valid or not valid, may inhibit market adoption of our platform particularly in certain industries and foreign countries.
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Changes in tax laws or regulations that are applied adversely to implementus or our solutions.customers may have a material
adverse effect on our business, cash flow, financial condition or results of operations.
New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could affect the tax treatment of our domestic and foreign earnings and materially affect our financial position and results of operations. For example, dependingthe United States recently passed the Inflation Reduction Act, which provides for a minimum tax equal to 15% of the adjusted financial statement income of certain large corporations, as well as a 1% excise tax on share repurchases, and the Organization for Economic Co-operation and Development issued proposals including the implementation of the global minimum tax under the Pillar Two model rule. Our existing corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws. However, due to economic and political conditions, tax rates and tax regimes in various jurisdictions may be subject to significant changes, and the tax benefits that we intend to eventually derive could be impacted by changing tax laws. Any new taxes could adversely affect our domestic and international business operations, and our business and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, which could have a material adverse effect on our business, cash flow, financial condition or results of operations.
Governments are increasingly focused on ways to increase tax revenue, which has contributed to an increase in audit activity, more aggressive positions taken by tax authorities and an increase in tax legislation. Any such additional taxes or other assessments may be in excess of our current tax provisions or may require us to modify our business practices in order to reduce our exposure to additional taxes going forward, any of which could have a material adverse effect on the sizeCompany’s business, results of a prospective client's businessoperations and its needs, a sales cycle can range from two weeksfinancial condition.
Risks Related to nine months. Because of these longer sales cycles, revenues and operating results may vary significantly from period to period. As a result, it is often difficult to accurately forecast our revenues on a quarterly basis as it is not always possible for us to predict the quarter in which sales will actually be completed. This difficulty in predicting revenue, combined with the revenue fluctuations we may experience from quarter to quarter, can adversely affect and cause substantial fluctuations in our stock price.Intellectual Property
Third parties may claim that we are infringing their intellectual property and we could suffer significant litigation or licensing expenses or be prevented from developing or selling products or services. Additionally, third parties may infringe our intellectual property and we may suffer competitive injury or expend significant resources enforcing our rights.
As our business is focused on data-driven results and analytics, we rely heavily on proprietary information technology, processes and other protectable intellectual property rights. From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights. We analyze and take action in response to such claims on a case-by-case basis. Any dispute or litigation regarding patents or other intellectual property, whether they are with or without merit, could be costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation, which could divert the attention of our management and key personnel away from our business operations.operations, even if ultimately determined in our favor. A claim of intellectual property infringement could force us to enter into a costly or restrictive license or royalty agreement, which might not be available under acceptable terms or at all, orcould require us to pay significant damages (including attorneys’ fees), could subject us to significant damages or to an injunction against development and sale of certain of our products or services.services, could require us to expend additional development resources to redesign our technology and could require us to indemnify our partners and other third parties.
Our proprietary portfolio is comprisedconsists of various intellectual property rights, including patents, copyrights, database rights, source code, trademarks, trade secrets, know-how, confidentiality provisions and licensing arrangements. The extent to which such rights can be protected varies from jurisdiction to jurisdiction. If we do not enforce our intellectual property rights vigorously and successfully, our competitive position may suffer, which could harm our operating results.
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Item 3. Legal Proceedings
The Companyinformation required by this item is involved in various claimsset forth under Note 13, "Commitments and legal proceedings. Management routinely assesses the likelihood of adverse judgments or outcomesContingencies" to these matters, as well as ranges of probable losses, to the extent losses are reasonably estimable. The Company records accruals for these matters to the extent that management concludes a loss is probable and the financial impact, should an adverse outcome occur, is reasonably estimable. These accruals are reflectedour Consolidated Financial Statements, which appears in the Company's consolidated financial statements. In management's opinion, the Company has made appropriateFinancial Supplement at page F-49, and adequate accruals for these matters and management believes the probability of a material loss beyond the amounts accrued to be remote. However, the ultimate liability for these matters is uncertain, and if accruals are not adequate, an adverse outcome could have a material effect on the Company's consolidated financial condition or results of operations. The Company maintains insurance coverage above certain limits. There are currently no matters pending against the Company or its subsidiaries for which the potential exposure is considered material to the Company's consolidated financial statements. incorporated herein by reference.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The outstanding shares of Acxiom'sLiveRamp's common stock are listed and traded on the NASDAQ Global Select MarketNew York Stock Exchange under the symbol "ACXM." The following table reflects the range of high and low sales prices of Acxiom's common stock as reported by NASDAQ for each quarter in fiscal 2016 and 2015."RAMP".
Fiscal 2016 | High | Low | ||||||
| Fourth Quarter | $ | 22.22 | $ | 17.32 | ||||
| Third Quarter | 23.42 | 19.32 | ||||||
| Second Quarter | 21.47 | 16.67 | ||||||
| First Quarter | 19.46 | 15.78 | ||||||
Stockholders
Fiscal 2015 | High | Low | ||||||
| Fourth Quarter | $ | 20.53 | $ | 17.72 | ||||
| Third Quarter | 21.25 | 16.04 | ||||||
| Second Quarter | 22.32 | 16.53 | ||||||
| First Quarter | 35.74 | 20.30 | ||||||
As of May 20, 2016,19, 2023, the approximate number of record holders of the Company'sCompany’s common stock was 2,028.982.
Dividends
The Company has not paid dividends on its common stock in the past two fiscal years. The Boardboard of Directorsdirectors may consider paying dividends in the future but has no plans to pay dividends in the short term.
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Performance Graph
The graph below matches Acxiom Corporation'scompares LiveRamp Holdings, Inc.'s cumulative 5-Year5-year total shareholder return on common stock with the cumulative total returns of the NASDAQ CompositeRussell 2000 index and the NASDAQ Computer & Data ProcessingS&P 400 IT Consulting and Other Services index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 3/31/20112018 to 3/31/2016.2023.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among LiveRamp Holdings, Inc., the Russell 2000 Index
and the S&P 400IT Consulting & Other Services
*$100 invested on 3/31/18 in stock or index, including reinvestment of dividends. Fiscal year ending March 31.
| March 2018 | March 2019 | March 2020 | March 2021 | March 2022 | March 2023 | |||||||||||||||
| LiveRamp Holdings, Inc. | 100.00 | 240.29 | 144.96 | 228.45 | 164.64 | 96.57 | ||||||||||||||
| Russell 2000 | 100.00 | 102.05 | 77.57 | 151.14 | 142.39 | 125.87 | ||||||||||||||
| S&P 400 IT Consulting and Other Services | 100.00 | 109.02 | 109.86 | 135.17 | 87.92 | 84.92 | ||||||||||||||
| 3/11 | 3/12 | 3/13 | 3/14 | 3/15 | 3/16 | ||
| Acxiom Corporation | 100.00 | 102.30 | 142.16 | 239.69 | 128.85 | 149.41 | |
| NASDAQ Composite | 100.00 | 113.53 | 122.09 | 160.38 | 186.62 | 186.52 | |
| NASDAQ Computer & Data Processing | 100.00 | 114.69 | 120.09 | 165.87 | 177.96 | 211.81 | |
The performance graph and the related chart and text, are being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Copyright© 2023 Standard and Poor's, a division of S&P Global. All rights reserved. Copyright© 2023 Russell Investment Group. All rights reserved.
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The table below provides information regarding purchases by AcxiomLiveRamp of its common stock during the periods indicated.
| 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 | |||||||||||||
| 1/1/16 – 1/31/16 | 0 | n/a | 0 | $ | 60,021,560 | ||||||||||||
| 2/1/16 – 2/29/16 | 168,402 | 20.01 | 168,402 | 56,651,656 | |||||||||||||
| 3/1/16 – 3/31/16 | 562,918 | 21.07 | 562,918 | 44,792,367 | |||||||||||||
| Total | 0 | n/a | 0 | $ | 44,792,367 | ||||||||||||
| 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 | ||||||||||||||||||||||
| January 1, 2023 - January 31, 2023 | — | — | — | $ | 217,827,014 | |||||||||||||||||||||
| February 1, 2023 - February 28, 2023 | — | — | — | $ | 217,827,014 | |||||||||||||||||||||
| March 1, 2023 - March 31, 2023 | — | — | — | $ | 217,827,014 | |||||||||||||||||||||
| Total | — | — | — | N/A | ||||||||||||||||||||||
On August 29, 2011.2011, the board of directors adopted a common stock repurchase program. That program was subsequently modified and expanded, most recently on the following dates: December 5, 2011, May 24, 2012, February 5, 2013, November 18, 2013, November 12, 2014, and May 19, 2015.20, 2022. Under the modified common stock repurchase program, the Company may purchase up to $300 million worth$1.1 billion of its common stock through the period ending December 31, 2016.2024. Through March 31, 2016,2023, the Company had repurchased 15.535.6 million shares of its common stock for $255.2 million.$882.2 million, leaving remaining capacity of $217.8 million under the stock repurchase program.
Item 6. Selected Financial Data[Reserved]
The information required by this item appears in the Financial Supplement beginning at pages F-3 – F-22,page F-2, which is attached hereto and incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes in short-term interest rates primarily as a result of its term loan agreementfinancial market prices and its revolving credit agreement, which bear interest at a floating rate. Acxiom currently uses an interest rate swap agreement to mitigate the interestrates. Our primary market risks are foreign currency exchange rate risk on $50 million of its floating-rate debt.and inflation.
Foreign Currency Exchange Rate Risk can be estimated by measuring the impact of a near-term adverse movement of one percentage point in short-term market interest rates. If short-term market interest rates increase one percentage point during the next four quarters compared to the previous four quarters, there would be no material adverse impact on Acxiom's results of operations. Acxiom has no material future earnings or cash flow expenses from changes in interest rates related to its other long-term debt obligations, as substantially all of Acxiom's remaining long-term debt instruments have fixed rates. At both March 31, 2016 and 2015, the fair value of the Company's fixed rate long-term obligations approximated carrying value.
Inflation. We do not believe that inflation has had a material effect on our business. However, if our costs, in particular sales and marketing and hosting costs, were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, operating results and financial condition.
There have been no changes since the end of the last fiscal year in our primary market risk exposures or the management of those exposures, and we do not expect any changes going forward.
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Item 8. Financial Statements and Supplementary Data
The financial statements required by this item appear in the Financial Supplement beginning at pp. F-25 – F-72,page F-22, which is attached hereto and incorporated herein by reference.
Item 9. Changes in and Disagreements Withwith Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Our management, including our principal financialChief Executive Officer and accounting officer concludedInterim Chief Financial Officer, does not expect that as of March 31, 2016, our disclosure controls and procedures were effective.or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with LiveRamp have been detected.
The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the related reportpreparation of Acxiom'sfinancial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
•Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
37
The Company’s management, with participation of the Chief Executive Officer and Interim Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2023. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
Based on management’s assessment and those criteria, the Company’s management determined that the Company’s internal control over financial reporting was effective as of March 31, 2023.
The effectiveness of the Company's internal control over financial reporting as of March 31, 2023 has been audited by KPMG LLP, an independent registered public accounting firm, areas stated in its report, which is included in the Financial Supplementunder Item 8 of this Annual Report on pages F-23 and F-24, respectively, and are incorporated herein by reference.Form 10-K.
Changes in Internal Control overOver Financial Reporting
Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
38
Item 10. Directors, Executive Officers and Corporate Governance
The Acxiom BoardLiveRamp board of Directorsdirectors has adopted codes of ethics applicable to our principal executive, financial and accounting officers and all other persons performing similar functions. Copies of these codes of ethics are posted on Acxiom'sLiveRamp’s website at www.acxiom.comwww.liveramp.com under the "About – Codes of Ethics"“Corporate Governance” section of the site. The remainingExcept as set forth above, the information required by this item appearsis incorporated by reference from the definitive proxy statement to be filed within 120 days after March 31, 2023, pursuant to Regulation 14A under the captions "ElectionExchange Act in connection with our 2023 annual meeting of Directors," "Corporate Governance" and "Section 16(a) Beneficial Ownership Reporting Compliance" in Acxiom's 2016 Proxy Statement, which information is incorporated herein by reference.stockholders.
Item 11. Executive Compensation
The information required by this item appearsis incorporated by reference from the definitive proxy statement to be filed within 120 days after March 31, 2023, pursuant to Regulation 14A under the heading "Executive Compensation"Exchange Act in Acxiom's 2016 Proxy Statement, which information is incorporated herein by reference.connection with our 2023 annual meeting of stockholders.
39
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance Under Equity Compensation Plans
The following table contains information about our common stock whichthat may be issued upon the exercise of options under our existing equity compensation plans as of March 31, 2023:
| Equity Compensation Plan Information | |||||||||||||||||||||||
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants, and rights | Weighted-average exercise price of outstanding options, warrants, and rights 2 | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||||||||||||||
| (a) | (b) | (c) | |||||||||||||||||||||
| Equity compensation plans approved by shareholders | 5,228,795 | 1 | $ | 19.15 | 5,425,842 | 3 | |||||||||||||||||
| Equity compensation plans not approved by shareholders | — | — | 41,983 | 4 | |||||||||||||||||||
| Total | 5,228,795 | $ | 19.15 | 5,467,825 | |||||||||||||||||||
1.This amount does not include the endnumber of fiscal 2016 (March 31, 2016):securities to be issued upon exercise of outstanding options, warrants, and rights under equity compensation plans LiveRamp assumed in acquisitions (21,704 shares at a weighted-average exercise price of $0.78).
Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||||
| (a) | (b) | (c) | ||||||||||||
Equity compensation plans approved by shareholders | 3,398,882 | 1 | $ | 14.57 | 5,369,264 | |||||||||
Equity compensation plans not approved by shareholders | 221,106 | 2 | 13.74 | 47,500 | ||||||||||
Total | 3,619,988 | $ | 14.52 | 5,416,764 | ||||||||||
1 | This figure represents stock options issued under shareholder-approved stock option plans, of which 665,255 options were assumed in connection with our acquisition of LiveRamp in fiscal 2016. | |||||||||||||
2 | Issued pursuant to the Company's 2011 Nonqualified Equity Compensation Plan described below, which does not require shareholder approval under the exception provided for in NASDAQ Marketplace Rule 5635(c)(4). | |||||||||||||
2.The weighted-average exercise price set forth in this column is calculated excluding outstanding restricted stock unit awards, since recipients are not required to pay an exercise price to receive the shares subject to these awards.
4.This amount represents shares available for issuance pursuant to the Company’s 2011 Non-qualified Equity Compensation Plan described below, which did not require shareholder approval under the exception provided for in applicable listing standards.
Equity Compensation Plan Not Approved Byby Security Holders
The Company adopted the 2011 NonqualifiedNon-qualified Equity Compensation Plan of Acxiom CorporationLiveRamp Holdings, Inc. (the "2011 Plan"“2011 Plan”) for the purpose of making equity grants to induce new key executives to join the Company. The awards that may be made under the 2011 Plan include stock options, stock appreciation rights, restricted stock awards, RSU awards, performance awards, or other stock unit awards. In order toTo receive such an award, a person must be newly employed with the Company with the award being provided as an inducement material to their employment, provided the award is first properly approved by the board of directors or an independent committee of the board. The board of directors and its compensation committee are the administrators of the 2011 Plan, and as such, determine all matters relating to awards granted under the 2011 Plan, including the eligible recipients, whether and to what extent awards are to be granted, the number of shares to be covered by each grant and the terms and conditions of the awards. The 2011 Plan has not been approved by the Company'sCompany’s shareholders.
The remaining information required by this item appearsis incorporated by reference from the definitive proxy statement to be filed within 120 days after March 31, 2023, pursuant to Regulation 14A under the heading "Stock Ownership"Exchange Act in Acxiom's 2016 Proxy Statement, which information is incorporated herein by reference.connection with our 2023 annual meeting of stockholders.
40
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item appearsis incorporated by reference from the definitive proxy statement to be filed within 120 days after March 31, 2023, pursuant to Regulation 14A under the headings "Related-Party Transactions" and "Corporate Governance - Board and Committee Matters"Exchange Act in Acxiom's 2016 Proxy Statement, which information is incorporated herein by reference.connection with our 2023 annual meeting of stockholders.
Item 14. Principal Accountant Fees and Services
The information required by this item appearsis incorporated by reference from the definitive proxy statement to be filed within 120 days after March 31, 2023, pursuant to Regulation 14A under the heading "RatificationExchange Act in connection with our 2023 annual meeting of Independent Registered Public Accountant - Fees Billed for Services Rendered by Independent Auditor" in Acxiom's 2016 Proxy Statement, which information is incorporated herein by reference.stockholders.
41
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as a part of this report:
1. Financial Statements.
The following consolidated financial statements of the registrant and its subsidiaries included in the Financial Supplement and the Independent Auditors' Reports thereof are attached hereto. Page references are to page numbers in the Financial Supplement.
2. Financial Statement Schedules.
All schedules are omitted because they are not applicable or not required or because the required information is included in the consolidated financial statements or notes thereto.
3. Exhibits.
The following exhibits are filed with this report or are incorporated by reference to previously filed material:material.
| Exhibit | |||||
42
| Exhibit No. | |||||
| 10.1+ | |||||
| 10.3+ | |||||
| 10.4+ | |||||
| 10.5+ | |||||
| 10.6+ |
43
| Exhibit No. | |||||
| 10.14+ | |||||
| 10.15+ | |||||
| 10.16+ | |||||
| 10.17+ | |||||
| 31.2 |
44
| 32.2 |
| 101 | The following financial information from our Annual Report on Form 10-K for the fiscal year ended March 31, | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
+ Constitutes a management contract or compensation plan or arrangement.
Item 16. Form 10-K Summary
None.
45
xSIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| LIVERAMP HOLDINGS, INC. | ||||||||
| Date: May | By: | /s/ | ||||||
| Interim Chief Financial Officer, | ||||||||
| (principal financial and accounting officer) | ||||||||
46
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantRegistrant and in the capacities and on the dates indicated.
| Signature | ||||||||||||||
| /s/ John L. Battelle* | Director | May | ||||||||||||
| John L. Battelle | ||||||||||||||
| /s/ Timothy R. Cadogan* | Director | May |
| /s/ Vivian Chow* | Director | May |
| /s/ Scott E. Howe* | Director, CEO (principal executive officer) | May |
| /s/ Clark M. Kokich* | Director (Non-Executive Chairman of the Board) | May |
| Clark M. | ||||||||||||||
| /s/ Brian O'Kelley* | Director | May | ||||||||||||
| Brian O'Kelley | ||||||||||||||
| /s/ Omar Tawakol* | Director | May 24, 2023 | ||||||||||||
| Omar Tawakol | ||||||||||||||
| /s/ Debora B. Tomlin* | Director | May |
Debora B. Tomlin | ||||||||||||||
| /s/ | Interim CFO, Senior Vice President of Finance and Investor Relations | May 24, 2023 | ||||||||||||
| Lauren Dillard | (principal financial and accounting officer) |
| *By: | |||||
| Jerry C. Jones | |||||
| Attorney-in-Fact | |||||
47
INDEX TO FINANCIAL SUPPLEMENT
TO ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 31, 20162023
| F-Page | ||||||||
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) | ||||||||
| Annual Financial Statements: | ||||||||
F-22 | ||||||||
F-23 | ||||||||
F-1
| Years ended March 31, | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
| Statement of operations data: | ||||||||||||||||||||
| Revenue | $ | 850,088 | $ | 804,911 | $ | 805,153 | $ | 792,689 | $ | 809,992 | ||||||||||
| Net earnings (loss) from continuing operations | $ | (8,648 | ) | $ | (26,542 | ) | $ | (17,340 | ) | $ | 30,645 | $ | 17,527 | |||||||
| Net earnings from discontinued operations, net of tax | 15,351 | 15,511 | 26,143 | 26,474 | 53,989 | |||||||||||||||
| Net earnings (loss) | $ | 6,703 | $ | (11,031 | ) | $ | 8,803 | $ | 57,119 | $ | 71,516 | |||||||||
| Net earnings (loss) attributable to Acxiom | $ | 6,703 | $ | (11,031 | ) | $ | 8,863 | $ | 57,607 | $ | 77,263 | |||||||||
| Basic earnings (loss) per share: | ||||||||||||||||||||
| Net earnings (loss) from continuing operations | $ | (0.11 | ) | $ | (0.34 | ) | $ | (0.23 | ) | $ | 0.41 | $ | 0.22 | |||||||
| Net earnings from discontinued operations | 0.20 | 0.20 | 0.35 | 0.35 | 0.68 | |||||||||||||||
| Net earnings (loss) | $ | 0.09 | $ | (0.14 | ) | $ | 0.12 | $ | 0.76 | $ | 0.90 | |||||||||
| Net earnings (loss) attributable to Acxiom | $ | 0.09 | $ | (0.14 | ) | $ | 0.12 | $ | 0.77 | $ | 0.97 | |||||||||
| Diluted earnings (loss) per share: | ||||||||||||||||||||
| Net earnings (loss) from continuing operations | $ | (0.11 | ) | $ | (0.34 | ) | $ | (0.23 | ) | $ | 0.40 | $ | 0.22 | |||||||
| Net earnings from discontinued operations | 0.20 | 0.20 | 0.35 | 0.35 | 0.67 | |||||||||||||||
| Net earnings (loss) | $ | 0.09 | $ | (0.14 | ) | $ | 0.12 | $ | 0.75 | $ | 0.89 | |||||||||
| Net earnings (loss) attributable to Acxiom | $ | 0.09 | $ | (0.14 | ) | $ | 0.12 | $ | 0.75 | $ | 0.96 | |||||||||
| Acxiom has not paid cash dividends for any of the periods reported. | ||||||||||||||||||||
As of March 31, | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
| Balance sheet data: | ||||||||||||||||||||
| Current assets | $ | 376,010 | $ | 511,404 | $ | 656,056 | $ | 447,715 | $ | 456,898 | ||||||||||
| Current liabilities | $ | 224,000 | $ | 283,792 | $ | 249,469 | $ | 224,576 | $ | 256,401 | ||||||||||
| Total assets | $ | 1,149,849 | $ | 1,294,087 | $ | 1,310,497 | $ | 1,174,306 | $ | 1,217,596 | ||||||||||
| Long-term debt, excluding current installments | $ | 157,897 | $ | 244,753 | $ | 275,976 | $ | 225,082 | $ | 233,697 | ||||||||||
| Total equity | $ | 698,968 | $ | 703,257 | $ | 682,857 | $ | 619,368 | $ | 611,855 | ||||||||||
You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and the related notes to those statements included in Item 8 to this Annual Report on Form 10-K. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs, and expectations, and involve risks and uncertainties. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the section titled "Item 1A. Risk Factors."
We begin Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations with an introduction and overview, ofincluding our operating segments andsegment, sources of revenue, summary results and notable events. This overview is followed by a summary of our critical accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. We then provide a more detailed analysis of our results of operations and financial condition.
Introduction and Overview
Operating SegmentsSegment
Sources of Revenues
LiveRamp recognizes revenue from the following sources: (i) Subscription revenue,which consists primarily of subscription fees from clients accessing our platform; and Audience Solutions,(ii) Marketplace and Connectivity. DuringOther revenue, which primarily consists of revenue-sharing fees generated from data transactions through our LiveRamp Data Marketplace, and transactional usage-based revenue from arrangements with certain publishers and addressable TV providers.
F-2
LiveRamp Data Collaboration Platform
As depicted in the third quarter of fiscal 2016,graphic below, we power the operationalindustry’s leading enterprise platform for data collaboration. We enable organizations to access and financial activitiesleverage data more effectively across the applications they use to separate Marketing Services and Audience Solutions were completed and are now reported as separate operating segments.
•Data Collaboration. We enable second-party data collaboration between organizations and their trusted partners in a neutral, manageable environment. Our platform provides customers with collaborative opportunities to safely and securely build a more accurate, dynamic view of their customers leveraging partner data. Advanced measurement and analytics use cases can be performed on this shared data without either party giving up control or compromising privacy.
•Activation. We enable organizations to leverage their customer and prospect data in the digital and TV ecosystems and across the customer experience applications they use through a safe and secure data matching process called data onboarding. Our technology ingests a customer’s first-party data, removes all offline data (directly identifiable information or "DII"), and replaces them with pseudonymized IDs called RampID™, a durable identifier for connecting to the digital ecosystem. RampID can then be distributed through direct integrations to the top platforms our customers work with, including leading marketing cloud providers, publishers and social networks, personalization tools, and connected TV services.
•Measurement & Analytics. We power more accurate, more complete measurement with the measurement vendors and partners our customers use. Our platform allows customers to combine disparate data files (typically ad exposure and customer events, like transactions), replacing customer identifiers with RampID. Customers then can use that aggregated view of each customer for measurement of reach and frequency, sales lift, closed loop offline to online conversion and cross-channel attribution.
•Identity. We provide enterprise-level identity solutions that enable organizations to: 1) resolve and connect disparate identities, 2) enrich data sets with hygiene capabilities and additional audience data from the LiveRamp Data Marketplace providers, and 3) translate data between different systems. Our approach to identity is built from two complementary graphs, combining offline data and online data and providing accuracy with a focus on privacy. LiveRamp technology for DII gives brands and platforms the ability to connect and update what they know about consumers, resolving DII across enterprise databases and systems to deliver better customer experiences. Our digital identity graph powered by our Authenticated Traffic Solution (or "ATS") associates pseudonymous device IDs, TV IDs and other online customer IDs from premium publishers, platforms or data providers, around a RampID. This allows marketers to perform the personalized segmentation, targeting, and measurement use cases that require a consistent view of the user. There are currently more than 165 supply-side platforms and demand-side platforms live or committed to bid on RampID or ATS. In addition, to date more than 14,000 publisher domains, including nearly 70% of the comScore 100 largest digital publishers, have integrated ATS worldwide.
•Data Marketplace. Our Data Marketplace provides customers with simplified access to industry-leading third-party data providers globally. The LiveRamp Data Collaboration Platform allows for the search, discovery and distribution of data from data providers to improve targeting, measurement, and customer intelligence. Our customers may license data through the LiveRamp Data Marketplace and connect via RampID to enrich their first-party data, leveraging across technology and media platforms, agencies, analytics environments, and TV partners. Our platform provides tools for data providers to manage the organization, distribution, and operation of their data and services across our network of customers and partners. Today we work with more than 200 data providers across all verticals and many data types (see below for discussion on Marketplace and Other).
F-3
Subscription
We primarily charge for our platform services on an annual basis. Our subscription pricing is based primarily on data volume, which is a function of data input records and connection points.
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 920 direct customers world-wide, including approximately 25% of the Fortune 500, and serve thousands of additional customers indirectly through our reseller partnership arrangements.
•Brands and Agencies. We work with over 500 of the largest brands and agencies in the world, helping them execute people-based marketing by creating an 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 Sellers. Leveraging our vast network of integrations, we allow data sellers to easily connect to the digital ecosystem and monetize their own data. Data can be distributed to clients or made available through
F-4
the LiveRamp Data 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.
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 Data Marketplace seamlessly connects data sellers’ audience data across the marketing ecosystem. The Data Marketplace enables data sellers to easily monetize their data across hundreds of marketing platforms and publishers. At the same time, it provides a single platform where data buyers, including platforms and publishers, in addition to brands and their agencies, access third-party data from more than 200 data sellers, 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 generate revenue from the Data Marketplace primarily through revenue-sharing arrangements with data sellers that are monetizing their data assets via our marketplace platform service. We also generate Marketplace and Other revenue through transactional usage-based arrangements with certain publishers and addressable TV providers.
To complement our product offering, we provide professional services and enhanced support entitlements to help customers leverage our platform and drive business outcomes. Our services offering includes product implementation, data science analytics, audience measurement and general advisory.We generate revenue from services primarily from project fees paid by subscribers to our platform. Service projects are sold on an ad hoc basis as well as bundled with platform subscriptions. Services revenue is less than 5% of total Company revenue.
F-5
Summary Results and Notable Events
During fiscal 2016,2022, the Company completed the saleacquisition of its ITO business to Charlesbank Capital Partners and M/C Partners.certain technology assets owned by Rakam, Inc. ("Rakam") for approximately $2.2 million in cash. The business qualified for treatment as discontinued operations during fiscal 2016. Accordingly, the results of operations, cash flows, and the balance sheet amounts pertaining to ITO, for all periods reported, have been classified as discontinued operationstechnology asset is a cloud-agnostic customer data analytics platform that is deployed directly in the consolidated financial statements.
During fiscal 2015,2022, the Company acquired allcompleted the acquisition of the outstanding shares of LiveRamp,Diablo.ai, Inc. ("LiveRamp"Diablo"), a leading service providerfirst-party data resolution platform and graph builder, for onboarding customer dataapproximately $9.7 million in cash. Diablo's technology was embedded into digital marketing applications.our unified platform and plays an integral role in our global identity capability. The Company has included the financial results of LiveRampDiablo in the consolidated financial statements from the date of acquisition. LiveRamp is included in the Connectivity segment. Under the termsas of the merger agreement, the Company paid $265.7 million, netfirst quarter of cash acquired, in cash for all outstanding LiveRamp shares. The purchase price for the acquisition also included certain replacement stock options issued to LiveRamp employees resulting in an acquisition date total fair value of consideration transferred for LiveRamp of approximately $272.7 million.fiscal 2022.
During fiscal 2015,2021, the Company completed the saleacquisition of its U.K. call center operation, 2Touch, to ParseqDataFleets, Ltd. ("DataFleets"), a European business process outsourcing service provider.cloud data platform that enables data silos to be unified without moving data or compromising privacy. This acquisition expanded LiveRamp's data protection capabilities to unlock greater data access and control for its customers. In addition, the deal opened up new use cases as well as new markets for distributed data collaboration. The business qualified for treatment as discontinued operations during fiscal 2015. Accordingly,Company has included the financial results of operations, cash flows, and the balance sheet amounts of 2Touch, for all periods reported, have been classified as discontinued operationsDataFleets in the consolidated financial statements.statements as of the fourth quarter of fiscal 2021. The acquisition consideration for DataFleets was approximately $67.2 million cash.
During fiscal 2021, the Company completed the acquisition of Acuity Data ("Acuity"), 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 strengthened the retail analytics capabilities of our data collaboration platform by enabling better reporting, insights, and collaboration for retailers and CPG companies, bridging the gap between trade and media by bringing consumers’ digital signals and retail transaction data together in a privacy-conscious manner. The Company has included the financial results of Acuity in the consolidated financial statements as of the second quarter of fiscal 2021.
A financial summary of the most recently completed fiscal year ended March 31, 2023 compared to the fiscal year ended March 31, 2022 (fiscal 2022) is presented below.below:
•Revenues were $596.6 million, a 12.8% increase from $528.7 million in fiscal 2022.
◦Transformation costs of $9.0 million in fiscal 2023 (general and administrative)
◦Restructuring charges of $35.3 million and $1.5 million, respectively (gains, losses, and other)
•Total other income, net was $6.9 million, a decrease of $23.5 million from $30.5 million in fiscal 2022.
F-6
On June 27, 2022, the third and final vesting date relating to the Company's fiscal 2020 acquisition of Data Plus Math, the Company issued an additional 311,868 shares of common stock of the Company in the aggregate to the co-founders.
On August 8, 2022, in connection with the second earn-out period of the Acuity acquisition, the Company paid an aggregate cash amount equal to approximately $0.5 million and issued 44,796 shares of common stock of the Company in the aggregate to the Acuity shareholders.
On November 3, 2022, the Company announced (i) a reduction in force involving approximately 10% of our full-time employees, and (ii) a planned downsizing of our real estate footprint in addition to the footprint reduction that occurred during our fiscal year second quarter. The headcount reduction is part of a broader strategic re-prioritization to build a stronger, more profitable company by tightening our focus and simplifying and driving efficiency into our business processes. These actions are expected to result in an annualized operating expense savings of approximately $30 million beginning in the fourth quarter of fiscal 2023.
On November 15, 2022, the board of directors voted to amend the Amended and Restated 2005 Equity Compensation Plan of LiveRamp, Inc. (the "2005 Plan"). The 2005 Plan was amended to provide that, in the event of a participant’s retirement on or after age 65 with at least five years of service, awards held by the participant at retirement will continue to vest in accordance with their terms. This amendment to the 2005 Plan impacted stock-based compensation expense by accelerating $5.4 million of expense recognition into fiscal 2023 that would have otherwise been recognized over future reporting periods through the quarter ending December 31, 2025
On December 20, 2022, the board of directors approved an amendment to the Company's existing share repurchase program to (i) authorize an additional $100 million in repurchases, thereby increasing the total amount authorized for repurchase under the Company's share repurchase program to $1.1 billion, and (ii) extend its duration through December 31, 2024. As of March 31, 2023, the share repurchase program had remaining capacity of $217.8 million.
On February 15, 2023, Warren C. Jenson, the Company's President, Chief Financial Officer and Executive Managing Director of International, notified the Company that he would resign from those positions and terminate his employment with the Company effective as of April 14, 2023 (the “Termination Date”), to pursue other opportunities. The Company subsequently announced on February 21, 2023 that Lauren Dillard, Senior Vice President of Finance and Investor Relations, will serve as the interim Chief Financial Officer of the Company effective as of the Termination Date. She retains her present title and will continue to serve in her present position during her tenure as the interim Chief Financial Officer of the Company. As interim Chief Financial Officer, Ms. Dillard is the Company’s principal financial and accounting officer.
On February 17, 2023, the second vesting date of the acquisition of DataFleets, the Company issued an additional 90,141 shares of common stock of the Company in the aggregate to the co-founders pursuant to a distribution under the holdback agreements entered into in connection with the acquisition. In connection with this summary is not intendedvesting, the Company elected to calculate the number of shares to be a full discussionissued using the closing share price floor set forth in the
F-7
holdback agreements. Accordingly, in accordance with the requirements of the Company's results. This summary should be readholdback agreements, the Company paid the co-founders an aggregate amount in conjunction with the following discussion of Results of Operations and Capital Resources and Liquidity and with the Company's consolidated financial statements and footnotes accompanying this report.cash equal to approximately $3.8 million.
F-8
Critical Accounting Policies
We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"(“GAAP”) as set forth in the Financial Accounting Standards Board's ("FASB"Board’s (“FASB”) Accounting Standards Codification ("ASC"(“ASC”), and we consider the various staff accounting bulletins and other applicable guidance issued by the United States Securities and Exchange Commission ("SEC"(“SEC”). GAAP, as set forth within the ASC, requires management to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Note 1 to the accompanying consolidated financial statements includes a summary of significant accounting policies used in the preparation of Acxiom'sLiveRamp’s consolidated financial statements. Of those policies, we have identified the following as the most critical because they are both important to the portrayal of the Company'sCompany’s financial condition and operating results, and they may require management to make judgments and estimates about inherently uncertain matters:
Revenue Recognition
The Company'sCompany’s policy follows the guidance from ASC 605, 606, Revenue Recognitionfrom Contracts with Customers.
We determine revenue recognition through the Companyfollowing steps:
•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to perform setup activities suchthe performance obligations in the contract; and
•Recognition of revenue when, or as, the designperformance obligations are satisfied.
Identification of the contract
We consider the terms and buildconditions of the contract and our customary business practices when identifying our contracts under ASC 606. We determine we have a database,contract or contract modification with a customer when the contract is approved and may include other productsthe parties are committed to performing their respective obligations, we can identify each party's rights regarding the services to be transferred, we can identify the payment terms for the services, we have determined the contract has commercial substance, and services purchasedwe have determined that collection of at least some of the same time,contract consideration is probable. At contract inception we evaluate whether two or within close proximity of one another (referred to as multiple element arrangements). Each element within a multiple element arrangement ismore contracts should be combined and accounted for as a separate unitsingle contract and whether the single or combined contract includes one or multiple performance obligations. We apply judgment in determining the customer's ability to pay, which is based on a variety of factors, including the customer's historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer.
F-9
Identification of the performance obligations
As part of accounting providedfor arrangements with multiple performance obligations, we must assess whether each performance obligation is distinct. A good or service that is promised to a customer is distinct if the following criteriacustomer can benefit from the good or service either on its own or together with other resources that are met: the delivered products or services have valuereadily available to the customer, onand a standalone basis; and for an arrangement that includes a general right of return relativecompany's promise to transfer the good or service to the delivered productscustomer is separately identifiable from other promises in the contract. We have determined that our subscriptions to the platform are a distinct performance obligation and access to data for revenue-sharing and usage-based arrangements is a distinct performance obligation because, once a customer has access to the platform, the service is fully functional and does not require any additional development, modification, or services, delivery or performancecustomization.
Determination of the undelivered product or servicetransaction price
The transaction price is consideredthe amount of consideration we expect to be entitled to in exchange for transferring services to a customer, excluding sales taxes that are collected on behalf of government agencies. Variable consideration is assessed and included in the transaction price if, in our judgment, it is probable and is substantially controlled by us. We considerthat a deliverable to have standalone value ifsignificant future reversal of cumulative revenue under the product or service is sold separately by us or another vendor or could be resold bycontract will not occur. None of our contracts contain a significant financing component.
Allocation of the customer. Further, our revenue arrangements generally do not include a general right of return relatedtransaction price to the delivered products. Whereperformance obligations in the aforementioned criteria for a separate unit of accounting are not met,contract
If the deliverable is combined with the undelivered element(s) and treated ascontract contains a single unit of accounting for purposes ofperformance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the arrangement consideration and revenue recognition.
Recognition of revenue when, or toas, the development of VSOE or TPE for individual products or services. As a result, future revenue recognition for multiple-element arrangements could differ from recognition in the current period. Our relative selling pricesperformance obligations are analyzed on an annual basis or more frequently if we experience significant changes in selling prices.satisfied
Revenues are recognized when: (1) persuasive evidence of an arrangement exists; (2) we deliver the products and services; (3) the sale price is fixedwhen or determinable; and (4) collection is reasonably assured. Revenues that are not recognized at the time of sale because the foregoing conditions are not met are recognized when those conditions are subsequently met. Where applicable, we reduce revenue for certain incentive programs where we have the ability to sufficiently estimate the effects of these items. In some cases, the arrangements also contain provisions requiring customer acceptanceas control of the setup activities priorpromised services is transferred to commencement of the ongoing services arrangement. Up-front fees billed during the setup phase for these arrangements are deferred and setup costs that are direct and incremental to the contract are capitalized. Revenue recognition does not begin until after customer acceptance in cases where contracts contain acceptance provisions. Once the setup phase is complete and customer acceptance occurs, the Company recognizes revenue and the related costs for each element as delivered. In situations where the arrangement does not require customer acceptance before the Company begins providing services,customers. Subscription revenue is generally recognized for each element as delivered and no costs are deferred.
Income Taxes
The Company makes estimates and judgments in determining the provision for income taxes for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits, and deductions, and in the calculation of certain deferred tax assets and liabilities that arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties related to uncertain tax positions. Significant changes in these estimates may result in an increase or decrease to the tax provision in a subsequent period. The Company assesses the likelihood that it will be able to recover its deferred tax assets. If recovery is not likely, the Company increases the provision for taxes by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable. The Company believes that the deferred tax assets recorded on the consolidated balance sheets will be ultimately recovered. However, should a change occur in the Company's ability to recover its deferred tax assets, its tax provision would increase in the period in which the Company determined that the recovery was not likely.
F-10
The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process pursuant to ASC 740, Income Taxes. The first step is to evaluate the tax position for recognition by determining whether the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. If the Company determines that a tax position will more likely than not be sustained on audit, the second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company has tomust determine the probability of various possible outcomes.
The Company re-evaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors such as changes in facts or circumstances, changes in tax law, new audit activity, and effectively settled issues. Determining whether an uncertain tax position is effectively settled requires judgment. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.
Business Combinations
We apply the provisions of ASC 805, Business Combinations, in accounting for acquisitions. ASC 805 requires us to determine if assets or a business was acquired. If a business was acquired, it requires us to recognize separately from goodwill the fair value of the assets acquired and the liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments resulting from new information about facts and circumstances that existed at the acquisition date and falls within the measurement period to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.
F-11
Key Performance Metrics
In addition to measures of financial performance presented in our consolidated financial statements, we monitor the key metrics set forth below to help us evaluate revenue growth trends, establish budgets and measure the effectiveness of our sales and marketing efforts. The below data is presented in millions, except for percentages.
| March 31, | March 31, | 2023 | 2022 | |||||||||||||||||||||||
| 2023 | 2022 | % Change | % Change | |||||||||||||||||||||||
| Subscription net retention | 97 | % | 111 | % | (12.6) | % | 9.9 | % | ||||||||||||||||||
| Annualized recurring revenue | $ | 423.8 | $ | 399.5 | 6.1 | % | 18.5 | % | ||||||||||||||||||
| Remaining performance obligation | $ | 470.9 | $ | 394.2 | 19.5 | % | 6.3 | % | ||||||||||||||||||
| Current remaining performance obligation | $ | 337.6 | $ | 308.5 | 9.4 | % | 20.6 | % | ||||||||||||||||||
| Subscription CRPO | $ | 295.4 | $ | 279.5 | 5.7 | % | 18.3 | % | ||||||||||||||||||
Subscription Net Retention
Subscription net retention (“SNR”) is defined as the current quarter subscription revenue (net) from customers who have been on our platform for one year or more, divided by the prior year quarter subscription revenue (net), inclusive of upsell, churn (lost contract), downsell (contract reduction), and variable revenue changes. SNR excludes revenue from new customers that have not been on our platform for one year or more. We believe our SNR is an important metric that provides insight into the long-term value of our subscription agreements and our ability to retain and grow revenue from our subscription customer base. SNR rate is an operational metric and there is no comparable GAAP financial measure to which we can reconcile this particular key metric.
The decline of SNR in fiscal year 2023 was primarily attributable to downsell and churn activity offsetting customer upsell revenue, as well as lower contribution from variable usage. The increase in downsell and churn activity was driven in part by budget and economic pressures on our customers.
Annualized Recurring Revenue
Annualized Recurring Revenue (“ARR”) is defined as the last month of quarter recurring revenue annualized. Recurring revenue is fixed and contracted subscription revenue and does not include any variable or non-recurring revenue amounts. We believe ARR provides important information about our future revenue potential, our ability to acquire new clients, and our ability to maintain and expand our relationship with existing clients. ARR is not a forecast of future revenue, which can be impacted by contract start and end dates and renewal rates. ARR should be viewed independently of revenue and deferred revenue as ARR is an operating metric and is not intended to be combined with or replace these items. Our use of ARR has limitations as an analytical tool, and investors should not consider it in isolation. Other companies in our industry may calculate ARR differently, which reduces its usefulness as a comparative measure.
Our ARR growth of 6.1%, or $24.3 million, was primarily attributable to new client revenue as growth from upsell was more than offset by downsell and churn. Our ARR growth declined from 18.5% to 6.1% this year. The decline is due to similar reasons as those resulting in SNR declines, namely, lower contribution from new and upsell activity as well as downsell and churn from customers due in part to budget pressures.
Remaining Performance Obligations and Current Remaining Performance Obligations
Remaining performance obligations (“RPO”) is defined as all future revenue under contract that has not yet been recognized as revenue. Future invoicing is determined to be certain when we have an executed non-cancellable contract or a significant penalty that is due upon cancellation, and invoicing is not dependent on a future event such as the delivery of a specific new product or feature, or the achievement of contractual contingencies. Current RPO ("CRPO") represents RPO to be recognized over the next twelve months. Subscription CRPO represents CRPO associated with subscription-only RPO to be recognized over the next twelve months.
F-12
While the Company believes RPO, CRPO, and Subscription CRPO are leading indicators of revenue as they represent sales activity not yet recognized in revenue, they are not necessarily indicative of future revenue growth as they are influenced by several factors, including seasonality of contract renewal timing and average contract terms. The Company monitors RPO, CRPO, and Subscription CRPO to manage the business and evaluate performance. RPO increased due to several large, multi-year renewals, including one with one of our largest customers. CRPO and Subscription CRPO growth was due to new customer additions. The decline in CRPO and Subscription CRPO annual growth rates was primarily attributable to lower relative contribution of new customer additions in fiscal year 2023 compared to fiscal year 2022.
Based on the year-over-year decline in annual growth rates for these key metrics, the Company expects subscription revenue growth in fiscal year 2024 to be lower than rates of growth experienced in fiscal year 2023.
Additionally, recent lower revenue growth trends in Marketplace & Other could continue during fiscal year 2024 if recent macroeconomic conditions continue to negatively impact global advertising spend.
F-13
Results of Operations
A summary of selected financial information for each of the years in the three-year period ended March 31, 2016periods reported is presented below (dollars in thousands, except per share amounts):
| 2016 | 2015 | 2014 | % Change 2016-2015 | % Change 2015-2014 | ||||||||||||||||
| Revenues | $ | 850,088 | $ | 804,911 | $ | 805,153 | 6 | % | (0 | %) | ||||||||||
| Cost of revenue | 488,382 | 494,037 | 505,517 | (1 | ) | (2 | ) | |||||||||||||
| Gross profit | 361,706 | 310,874 | 299,636 | 16 | 4 | |||||||||||||||
| Operating expenses | 374,769 | 343,558 | 298,079 | 9 | 15 | |||||||||||||||
| Income (loss) from operations | (13,063 | ) | (32,684 | ) | 1,557 | 60 | (2,199 | ) | ||||||||||||
| Net loss from continuing operations | (8,648 | ) | (26,542 | ) | (17,340 | ) | 67 | (53 | ) | |||||||||||
| Diluted loss per share from continuing operations | $ | (0.11 | ) | $ | (0.34 | ) | $ | (0.23 | ) | 68 | (48 | ) | ||||||||
| Year ended March 31, | ||||||||||||||||||||||||||||||||||||||
| % | ||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | ||||||||||||||||||||||||||||||||||||
| Revenues | $ | 596,583 | $ | 528,657 | 13 | |||||||||||||||||||||||||||||||||
| Cost of revenue | 170,084 | 147,427 | 15 | |||||||||||||||||||||||||||||||||||
| Gross profit | 426,499 | 381,230 | 12 | |||||||||||||||||||||||||||||||||||
| Total operating expenses | 552,299 | 446,768 | 24 | |||||||||||||||||||||||||||||||||||
| Loss from operations | (125,800) | (65,538) | (92) | |||||||||||||||||||||||||||||||||||
| Total other income, net | 6,946 | 30,463 | NA | |||||||||||||||||||||||||||||||||||
| Net loss from continuing operations | $ | (124,106) | $ | (33,833) | (267) | |||||||||||||||||||||||||||||||||
| Diluted loss per share | $ | (1.87) | $ | (0.50) | (277) | |||||||||||||||||||||||||||||||||
Revenues
The following table presents the Company's revenues by reporting segment for each of the yearsperiods reported is presented below (dollars in thousands):
| Year ended March 31, | ||||||||||||||||||||||||||||||||||||||
| % | ||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | ||||||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||||||||
| Subscription | $ | 482,807 | $ | 428,617 | 13 | |||||||||||||||||||||||||||||||||
| Marketplace and Other | 113,776 | 100,040 | 14 | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | 596,583 | $ | 528,657 | 13 | |||||||||||||||||||||||||||||||||
Total revenues for the three-year periodtwelve months ended March 31, 2016 (dollars in thousands):
| 2016 | 2015 | 2014 | % Change 2016-2015 | % Change 2015-2014 | ||||||||||||||||
| Revenues | ||||||||||||||||||||
| Marketing Services | $ | 449,772 | $ | 446,103 | $ | 465,572 | 1 | % | (4 | %) | ||||||||||
| Audience Solutions | 297,846 | 303,836 | 325,932 | (2 | ) | (7 | ) | |||||||||||||
| Connectivity | 102,470 | 54,972 | 13,649 | 86 | 303 | |||||||||||||||
| Total revenues | $ | 850,088 | $ | 804,911 | $ | 805,153 | 6 | % | (0 | %) | ||||||||||
Cost of revenueRevenue and Gross profitProfit
The following table presents the Company'sCompany’s cost of revenue and gross profit for each of the years in the three-year period ended March 31, 2016periods reported is presented below (dollars in thousands):
| Year ended March 31, | ||||||||||||||||||||||||||||||||||||||
| % | ||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | ||||||||||||||||||||||||||||||||||||
| Cost of revenue | $ | 170,084 | $ | 147,427 | 15 | |||||||||||||||||||||||||||||||||
| Gross profit | $ | 426,499 | $ | 381,230 | 12 | |||||||||||||||||||||||||||||||||
| Gross margin (%) | 71.5 | % | 72.1 | % | (1) | |||||||||||||||||||||||||||||||||
| 2016 | 2015 | 2014 | % Change 2016-2015 | % Change 2015-2014 | ||||||||||||||||
| Cost of revenue | $ | 488,382 | $ | 494,037 | $ | 505,517 | (1 | %) | (2 | %) | ||||||||||
| Gross profit | 361,706 | 310,874 | 299,636 | 16 | 4 | |||||||||||||||
| Gross margin | 42.5 | % | 38.6 | % | 37.2 | % | 10 | % | 4 | % | ||||||||||
Cost of revenue: Includes allrevenue includes third-party direct costs of sales such asincluding identity graph data, other data and other third partycloud-based hosting costs, directly associated with revenue.as well as costs of IT, security and product operations functions. Cost of revenue also includes operating expenses for each of the Company's operations functions such as client services, account management, agency, strategy and analytics, IT, data acquisition, and products operations. Finally, cost of revenue includes amortization of internally developed software.acquisition-related intangibles.
F-14
Cost of revenue was $488.4$170.1 million in fiscal 2016,for the twelve months ended March 31, 2023, a $5.7$22.7 million, or 1.1%15.4%, decreaseincrease from fiscal 2015, and gross margin increasedthe same period a year ago. Gross margins decreased to 42.5%71.5% compared to 38.6% in the prior year. The gross margin increase is due to the Connectivity revenue increases and cost efficiencies. U.S. gross margins increased to 43.8% in fiscal 2016 from 39.0%72.1% in the prior year due to the Connectivity revenue increases and ASoffset by an increase in cost of revenue growth and cost reductions. Internationalprimarily from cloud infrastructure costs. U.S. gross margins decreased to 30.4%72.8% in fiscal 2016the current year from 35.5%73.4% in the prior year due to the revenue reductions in Europe and APAC, as well as recent Connectivity investments.
Operating Expenses
The following table presents the Company'sCompany’s operating expenses for each of the years in the three-year period ended March 31, 2016periods reported is presented below (dollars in thousands):
| 2016 | 2015 | 2014 | % Change 2016-2015 | % Change 2015-2014 | ||||||||||||||||
| Research and development | $ | 74,247 | $ | 74,201 | $ | 62,807 | 0 | % | 18 | % | ||||||||||
| Sales and marketing | 146,176 | 116,494 | 93,607 | 26 | 24 | |||||||||||||||
| General and administrative | 135,385 | 130,263 | 99,544 | 4 | 31 | |||||||||||||||
| Impairment of goodwill and other | 6,829 | - | 24,953 | - | - | |||||||||||||||
| Gains, losses and other items, net | 12,132 | 22,600 | 17,168 | (46 | ) | 32 | ||||||||||||||
| Total operating expenses | $ | 374,769 | $ | 343,558 | $ | 298,079 | 9 | % | 15 | % | ||||||||||
| Year ended March 31, | ||||||||||||||||||||||||||||||||||||||
| % | ||||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | ||||||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||
| Research and development | $ | 189,195 | $ | 157,935 | 20 | |||||||||||||||||||||||||||||||||
| Sales and marketing | 202,437 | 182,763 | 11 | |||||||||||||||||||||||||||||||||||
| General and administrative | 125,351 | 104,591 | 20 | |||||||||||||||||||||||||||||||||||
| Gains, losses and other items, net | 35,316 | 1,479 | 2,288 | |||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 552,299 | $ | 446,768 | 24 | |||||||||||||||||||||||||||||||||
Research and development ("(“R&D"&D”): Includes expense includes operating expenses for the Company'sCompany’s engineering and product/project management functions supporting research, new development, and related product enhancement.
R&D expenses were $74.2$189.2 million in fiscal 2016,for the twelve months ended March 31, 2023, an increase of $31.3 million, or flat19.8% compared to fiscal 2015,the same period a year ago, and is 8.7%are 31.7% of total revenues compared to 9.2%29.9% in fiscal 2015.the same period a year ago. The net change includes cost savings realized by the combination of the LiveRampincrease is primarily due to stock-based compensation expense (increased $23.3 million), headcount costs (employee-related expenses increased $8.0 million), travel, entertainment and AOS development teamsevents costs (increased $3.3 million) and hosting expenses (increased $2.0 million), offset partially by additional investmenta decrease in AS R&Dprofessional services (decreased $4.3 million). $10.5 million of approximately $9.0 million.
Sales and marketing ("(“S&M"&M”): Includes expense includes operating expenses for the Company'sCompany’s sales, marketing, and product marketing functions.
S&M expenses were $146.2$202.4 million in fiscal 2016,for the twelve months ended March 31, 2023, an increase of $29.7$19.7 million, or 25.5%10.8%, compared to fiscal 2015,the same period a year ago, and is 17.2%are 33.9% of total revenues compared to 14.5%34.6% in fiscal 2015.the same period a year ago. The increase is primarily due to headcount investments in U.S. Connectivitycosts (employee-related expenses increased $21.3 million), travel and AS sales, the full year impact of the LiveRamp acquisition, as well as higher incentive compensationentertainment costs from increased revenue. These increases were partially offset by reductions in International operations, partially(increased $3.9 million primarily due to exchange rates.higher levels of customer-related travel and events after the COVID-19 pandemic), advertising and events costs (increased $3.7 million), and stock-based compensation expense (increased $0.8 million), offset partially by a decrease in professional services (decreased $9.4 million) and administrative expenses (decreased $1.7 million).
F-15
General and administrative (G&A): Represents("G&A") expense represents operating expenses for all corporate functions, includingthe Company's finance, human resources, legal, corporate IT, and theother corporate office.administrative functions.
G&A expenses were $135.4$125.4 million in fiscal 2016,for the twelve months ended March 31, 2023, an increase of $5.1$20.8 million, or 3.9%,19.8% compared to fiscal 2015,the same period a year ago, and is 15.9%are 21.0% of total revenues compared to 16.2%19.8% in fiscal 2015. The increase is due to higher incentive compensation levels, higher legal and third party fees, and increased facility costs with new offices, offset partially from cost savings primarily in corporate information technology as well as lower separation and transformation costs.
Gains, losses, and other items, net of $12.1 million in fiscal 2016 decreased $10.5 million, or 46.3%, compared to fiscal 2015. The fiscal 2016 amount included severancerepresents restructuring costs and other associate-related charges of $8.6 million for the termination of associates in the U.S., Europe, Brazil and Australia, $3.0 million related to lease restructurings, and the write off of leasehold improvements $0.4 million.adjustments.
Gains, losses and other items, net of $22.6 million in fiscal 2015 increased $5.4 million, or 31.6%, compared to fiscal 2014. The fiscal 2015 amount included severance and other associate-related charges of $13.3was $35.3 million for the terminationtwelve months ended March 31, 2023, an increase of associates$33.8 million compared to the same period a year ago. The current year amount includes $27.5 million in the U.S., Europe, Australialease impairments and China, $6.5lease restructuring related to a downsizing of our real estate footprint, and $7.8 million related to lease restructurings, andtermination benefits for employees whose positions were eliminated. The prior year period included $1.0 million related to the write-offearly termination of leasehold improvements of $2.0 million.a data provider agreement.
| Associate-related reserves | Lease accruals | Total | ||||||||||
| March 31, 2013 | $ | 3,689 | $ | 2,791 | $ | 6,480 | ||||||
| Restructuring charges and adjustments | 12,910 | 56 | 12,966 | |||||||||
| Payments | (10,057 | ) | (1,334 | ) | (11,391 | ) | ||||||
| March 31, 2014 | $ | 6,542 | $ | 1,513 | $ | 8,055 | ||||||
| Restructuring charges and adjustments | 13,284 | 6,500 | 19,784 | |||||||||
| Payments | (12,615 | ) | (2,785 | ) | (15,400 | ) | ||||||
| March 31, 2015 | $ | 7,211 | $ | 5,228 | $ | 12,439 | ||||||
| Restructuring charges and adjustments | 8,630 | 3,002 | 11,632 | |||||||||
| Payments | (12,986 | ) | (4,706 | ) | (17,692 | ) | ||||||
| March 31, 2016 | $ | 2,855 | $ | 3,524 | $ | 6,379 | ||||||
| 2016 | 2015 | 2014 | ||||||||||
Operating income (loss) and margin: Marketing Services | $ | 74,371 | $ | 81,247 | $ | 83,771 | ||||||
| 16.5 | % | 18.2 | % | 18.0 | % | |||||||
| Audience Solutions | 109,598 | 115,078 | 119,950 | |||||||||
| 36.8 | % | 37.9 | % | 36.8 | % | |||||||
| Connectivity | (3,298 | ) | (40,069 | ) | (46,767 | ) | ||||||
| (3.2 | %) | (72.9 | %) | (342.6 | %) | |||||||
Less: Corporate | 127,844 | 126,570 | 99,818 | |||||||||
| Gains, losses and other items, net | 12,132 | 22,600 | 17,168 | |||||||||
| Impairment of goodwill and other | 6,829 | - | 24,953 | |||||||||
| Purchased intangible asset amortization | 15,466 | 11,454 | 252 | |||||||||
| Non-cash stock compensation | 31,463 | 28,316 | 13,206 | |||||||||
| Income (loss) from operations | $ | (13,063 | ) | $ | (32,684 | ) | $ | 1,557 | ||||
| Total operating margin | (1.5 | %) | (4.1 | %) | 0.2 | % | ||||||
Loss from operations was $13.1$125.8 million for the twelve months ended March 31, 2023 compared to $65.5 million in fiscal 2016 compared tothe same period a loss of $32.7 million in fiscal 2015.year ago. Operating margin was a negative 1.5%21.1% compared to a negative 4.1%12.4% for the twelve months ended March 31, 2023 and 2022, respectively. Margins were negatively impacted by operating expense growth of 24% relative to revenue growth of 13%. The decrease in loss from operations of $19.6 million and the improvement in operating margin of 260 basis pointsOperating expense growth was due primarily to improving Connectivity profitability.
Other Income (Expense),and Income Taxes and Other Items
Other income was $0.5$6.9 million for the twelve months ended March 31, 2023 compared to $30.5 million in fiscal 2016 compared to other expense of $1.0 million in fiscal 2015 and otherthe same period a year ago. The current year includes interest income of $1.8$12.0 million on invested cash balances, offset partially by $4.1 million of impairment of a strategic investment. The prior year amount included a $30.1 million gain related to a cash distribution from our retained profits interest in fiscal 2014. a previous disposition.
Other netincome primarily consists of interest income from invested cash balances and net foreign currencyexchange transaction gains and losses as well as the strategic investment impairment in the current year.
Income tax expense was $5.3 million on a pretax loss of $118.9 million for the twelve months ended March 31, 2023, resulting in a negative 4% effective tax rate. This compares to a prior year income tax benefit of $1.2 million on pretax loss of $35.1 million, or a 4% effective tax rate. The current period tax expense reflects the impact of the capitalization of research and interestdevelopment expenditures in accordance with Internal Revenue Code ("IRC") Section 174, partially offset by the tax benefit from the vesting acceleration of stock-based awards and investment income. In addition, during fiscal 2014,the $3.8 million release of certain state tax contingency reserves. During the twelve months ended March 31, 2022, the Company recorded areleased $2.6 million gain from its investment in a real estate joint venture and $0.7 million in accelerated deferred debt coststax contingency reserves as a result of refinancing its term loan agreement.
Discontinued Operations
Earnings from discontinued operations, net of tax, rate was also negatively impacted by non-deductible goodwill impairment charges.
| 2016 | 2015 | 2014 | ||||||||||
| Revenues | $ | 69,410 | $ | 215,148 | $ | 257,125 | ||||||
| Earnings from discontinued operations before income taxes | $ | 10,050 | $ | 29,368 | $ | 45,919 | ||||||
| Gain on sale of discontinued operations before income taxes | 9,349 | - | - | |||||||||
| Income taxes | 3,598 | 11,973 | 17,587 | |||||||||
| Earnings from discontinued operations, net of tax | $ | 15,801 | $ | 17,395 | $ | 28,332 | ||||||
| 2016 | 2015 | 2014 | ||||||||||
| Revenues | $ | - | $ | 8,484 | $ | 35,267 | ||||||
| Earnings (loss) from discontinued operations before income taxes | $ | (450 | ) | $ | 4 | $ | (2,189 | ) | ||||
| Loss on sale of discontinued operations before income taxes | - | (1,888 | ) | - | ||||||||
| Income taxes | - | - | - | |||||||||
| Loss from discontinued operations, net of tax | $ | (450 | ) | $ | (1,884 | ) | $ | (2,189 | ) | |||
AMS.
F-16
Capital Resources and Liquidity
The Company'sCompany’s cash isand cash equivalents are primarily located in the United States. Approximately $16.7At March 31, 2023, approximately $19.2 million of the total cash balance of $189.6$464.4 million, or approximately 8.8%4.1%, iswas located outside of the United States. The Company has no current plans to repatriate this cash to the United States.
March 31, 2016 | March 31, 2015 | |||||||
| Numerator – trade accounts receivable, net | $ | 138,650 | $ | 126,896 | ||||
| Denominator: | ||||||||
| Quarter revenue | 224,655 | 205,734 | ||||||
| Number of days in quarter | 91 | 90 | ||||||
| Average daily revenue | $ | 2,469 | $ | 2,286 | ||||
| Days sales outstanding | 56 | 56 | ||||||
Management believes that settle in a different period.
The following table summarizes our cash flows for the periods reported (dollars in thousands):
| Year ended March 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Net cash provided by operating activities | $ | 34,441 | $ | 78,077 | ||||||||||
| Net cash provided by (used in) investing activities | $ | (28,999) | $ | 7,578 | ||||||||||
| Net cash used in financing activities | $ | (146,010) | $ | (66,981) | ||||||||||
Operating Activities
Our cash flows from operating activities are primarily influenced by growth in our operations, increases or decreases in collections from our clients, and Commitmentsrelated payments to our suppliers and employees. 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.
F-17
In connection with the disposaltwelve months ended March 31, 2023, net cash provided by operating activities of $34.4 million resulted primarily from net loss adjusted for non-cash items of $55.9 million offset by net cash used in operating assets and liabilities of $21.4 million. Net cash used in operating assets and liabilities was primarily related to increases in accounts receivable of $12.1 million and accounts payable and other liabilities of $15.4 million. The change in accounts receivable is primarily due to revenue growth and the timing of cash receipts from clients. The change in accounts payable and other liabilities is primarily due to the payment of annual incentive compensation and the timing of payments to suppliers.
In the twelve months ended March 31, 2022, net cash provided by operating activities of $78.1 million resulted primarily from net loss adjusted for non-cash items of $50.3 million and net cash provided by operating assets and liabilities of $27.8 million. New cash provided by operating assets and liabilities was primarily related to a decrease in income taxes of $34.0 million primarily related to a $32.0 million Internal Revenue Service refund received related to fiscal 2020, an increase in other assets of $26.9 million, and an increase in accounts payable and other liabilities of $8.9 million, offset partially by an increase in accounts receivable of $38.6 million and an increase in deferred commissions of $8.0 million. The change in other assets was due to the acceleration of certain payments in fiscal 2020 for tax planning purposes. The change in accounts payable and other liabilities is primarily due to the payment of annual incentive compensation, and the timing of payments to suppliers. The change in accounts receivable is primarily due to revenue growth and the timing of cash receipts from clients.
Investing Activities
Our primary investing activities have historically consisted of capital expenditures. 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.
In the twelve months ended March 31, 2023, net cash used in investing activities of $29.0 million consisted of purchases of short-term investments of $28.2 million, capital expenditures of $4.7 million and purchases of strategic investments of $0.5 million, offset partially by proceeds from the sale of short-term investments of $3.0 million and the sale of strategic investments of $1.4 million.
In the twelve months ended March 31, 2022, net cash provided by investing activities of $7.6 million consisted of a $31.2 million distribution received from a retained profits interest in a previous disposition, offset partially by net cash paid for the final release of the DataFleets escrow of $8.7 million, the Diablo acquisition of $8.4 million, the acquisition of technology assets from Rakam of $2.0 million, and capital expenditures of $4.5 million.
Financing Activities
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 twelve months ended March 31, 2023, net cash used in financing activities was $146.0 million, consisting of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan of $150.0 million (6.1 million shares) and $2.3 million for shares repurchased for tax withholdings upon vesting of stock-based awards. These uses of cash were partially offset by proceeds of $6.3 million from the sale of common stock from our equity compensation plans.
In the twelve months ended March 31, 2022, net cash used in financing activities was $67.0 million, consisting of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan of $58.6 million (1.3 million shares), and $14.6 million for shares repurchased for tax withholdings upon vesting of stock-based awards. These uses of cash were partially offset by proceeds of $6.3 million from the sale of common stock from our equity compensation plans.
F-18
Common Stock Repurchase Program
On December 20, 2022, the Company's board of directors approved an amendment to the existing common stock repurchase program, which was initially adopted in 2011. The amendment authorized an additional $100.0 million in share repurchases, increasing the total amount authorized for repurchase under the common stock repurchase program to $1.1 billion. In addition, it extended the common stock repurchase program duration through December 31, 2024.
During the twelve months ended March 31, 2023, the Company guaranteedrepurchased 6.1 million shares of its common stock for $150.0 million under the modified common stock repurchase program. Through March 31, 2023, the Company had repurchased a leasetotal of 35.6 million shares of its common stock for $882.2 million under the program, leaving remaining capacity of $217.8 million.
Pursuant to the Inflation Reduction Act of 2022, share repurchases made after December 31, 2022 will be subject to a 1% excise tax. In determining the total taxable value of shares repurchased, a deduction is allowed for the buyerfair market value of any newly issued shares during the assets. This guarantee was made byfiscal year. We do not expect the Company primarilyexcise tax to facilitate favorable financing terms for the third party. Should the third party default, the Company would be required to perform under this guarantee. At March 31, 2016 the Company's maximum potential future payments under this guarantee were $0.5 million.have a material impact on our consolidated financial statements.
Contractual Commitments
The following table presents Acxiom'stables present the Company’s contractual cash obligations exclusive of interest, and purchase commitments at March 31, 20162023 (dollars in thousands). Operating leases primarily consist of our various office facilities. Purchase commitments primarily include contractual commitments for the purchase of data, hosting services, software-as-a-service arrangements, and leasehold improvements. The table doestables do not include the future payment of liabilities related to uncertain tax positions of $3.2 million or the future payment, if any, against the Company's non-current interest rate swap liability of $0.1$23.4 million as the Company is not able to predict the periods in which thesethe payments will be made (dollars in thousands):made.
| For the years ending March 31 | ||||||||||||||||||||||||||||
| 2017 | 2018 | 2019 | 2020 | 2021 | Thereafter | Total | ||||||||||||||||||||||
| Term loan | $ | 30,000 | $ | 37,500 | $ | 117,500 | $ | - | $ | - | $ | - | $ | 185,000 | ||||||||||||||
| Other debt and long-term liabilities | 2,243 | 2,320 | 1,583 | 1,362 | 348 | - | 7,856 | |||||||||||||||||||||
| Total long-term debt and capital leases | 32,243 | 39,820 | 119,083 | 1,362 | 348 | - | 192,856 | |||||||||||||||||||||
| Operating lease payments | 15,512 | 12,626 | 11,056 | 10,076 | 9,576 | 24,618 | 83,464 | |||||||||||||||||||||
| Total contractual cash obligations | $ | 47,755 | $ | 52,446 | $ | 130,139 | $ | 11,438 | $ | 9,924 | $ | 24,618 | $ | 276,320 | ||||||||||||||
| For the years ending March 31 | ||||||||||||||||||||||||||||
| 2017 | 2018 | 2019 | 2020 | 2021 | Thereafter | Total | ||||||||||||||||||||||
| Total purchase commitments | $ | 40,623 | $ | 18,633 | $ | 15,586 | $ | 14,462 | $ | 7,595 | $ | - | $ | 96,899 | ||||||||||||||
| For the years ending March 31, | ||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | ||||||||||||||||||||||||||||||||||||||
| Operating leases | $ | 10,090 | $ | 9,116 | $ | 8,283 | $ | 8,017 | $ | 8,238 | $ | 8,346 | $ | 52,090 | ||||||||||||||||||||||||||||||
| Lease guarantee | $ | 511 | ||
| Outstanding letters of credit | 2,138 | |||
| Surety bonds | 405 |
| For the years ending March 31, | ||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2025 | 2026 | 2027 | 2028 | Total | |||||||||||||||||||||||||||||||||||||||
| Purchase commitments | $ | 90,433 | $ | 75,931 | $ | 6,106 | $ | 675 | $ | — | $ | 173,145 | ||||||||||||||||||||||||||||||||
While the Company does not have any other material contractual commitments for capital expenditures, certain levels of investments in facilities and computer equipment continue to be necessary to support the growth of the business. In some cases, the Company also licenses software and sells hardware to clients. Management believes that the Company's existing available debt and cash flow from operations will be sufficient to meet the Company's working capital and capital expenditure requirements for the foreseeable future. The Company also evaluates acquisitions from time to time, which may require up-front payments of cash.
For a description of certain risks that could have an impact on results of operations or financial condition, including liquidity and capital resources, see "Risk Factors"“Risk Factors” contained in Part I, Item 1A, of this Annual Report.
Recent Accounting Pronouncements –
F-19
Report of Independent Registered Public Accounting Firm
LiveRamp Holdings, Inc.:
Opinions on the Consolidated Financial Statements and StockholdersInternal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Acxiom CorporationLiveRamp Holdings, Inc. and subsidiaries (the Company) as of March 31, 20162023 and 2015, and2022, the related consolidated statements of operations, comprehensive income (loss), stockholders'loss, equity, and cash flows for each of the years in the three-year period ended March 31, 2016.2023, and the related notes (collectively, the consolidated financial statements). We also have audited Acxiom Corporation'sthe Company’s internal control over financial reporting as of March 31, 2016,2023, based on criteria established in Internal controlControl – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Acxiom Corporation'sCommission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management'sManagement’s Report on Internal Control overOver Financial Reporting. Our responsibility is to express an opinion on thesethe Company’s consolidated financial statements and an opinion on the Company'sCompany’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company'scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
F-20
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements referredthat was communicated or required to above present fairly,be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in all material respects,any way our opinion on the consolidated financial positionstatements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of Acxiom Corporationthe sufficiency of audit evidence over revenue
As discussed in Notes 1 and subsidiaries as2 to the consolidated financial statements, the Company recorded $596.6 million of total revenues for the year ended March 31, 20162023, of which $482.8 million was subscription related, and 2015,$113.8 million was marketplace and other related.
We identified the evaluation of the sufficiency of audit evidence over revenue as a critical audit matter. Evaluating the nature and extent of audit evidence obtained for new revenue contracts or amendments of existing contracts required subjective auditor judgment because of the non-standard nature of the Company’s revenue contracts.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over new or amended revenue contracts. We tested certain internal controls over the Company’s revenue recognition process, including controls over the Company’s assessment of the revenue recognition requirements for new or amended revenue contracts. We tested certain new or amended contracts by reading the underlying contracts and evaluating the Company’s assessment of revenue recognition requirements. We obtained external confirmation directly from certain of the Company’s customers and compared the terms and conditions relevant to the Company’s revenue recognition to the Company’s contracts with those customers. We assessed the recorded revenue by selecting a sample of transactions and comparing the amounts recognized for consistency with underlying documentation, including contracts with customers. In addition, we evaluated the overall sufficiency of audit evidence over revenue by assessing the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Acxiom Corporation maintained, in all material respects, effective internal control over financial reporting as of March 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.procedures performed.
KPMG LLP
We have served as the Company's auditor since 2003.
Dallas, Texas
May 27, 201624, 2023
F-21
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
| 2016 | 2015 | |||||||
ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 189,629 | $ | 141,010 | ||||
| Trade accounts receivable, net | 138,650 | 126,896 | ||||||
| Refundable income taxes | 9,834 | 5,239 | ||||||
| Restricted cash held in escrow | - | 31,000 | ||||||
| Other current assets | 37,897 | 34,975 | ||||||
| Assets from discontinued operations | - | 172,284 | ||||||
| Total current assets | 376,010 | 511,404 | ||||||
| Property and equipment, net of accumulated depreciation and amortization | 183,043 | 176,254 | ||||||
| Software, net of accumulated amortization of $286,387 in 2016 and $258,185 in 2015 | 55,735 | 68,962 | ||||||
| Goodwill | 492,745 | 497,362 | ||||||
| Purchased software licenses, net of accumulated amortization of $98,222 in 2016 and $89,955 in 2015 | 10,116 | 9,551 | ||||||
| Deferred income taxes | 6,885 | 381 | ||||||
| Other assets, net | 25,315 | 30,173 | ||||||
| $ | 1,149,849 | $ | 1,294,087 | |||||
LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Current installments of long-term debt | $ | 32,243 | $ | 32,232 | ||||
| Trade accounts payable | 37,717 | 30,094 | ||||||
| Accrued expenses | ||||||||
| Payroll | 61,309 | 36,659 | ||||||
| Other | 48,254 | 62,754 | ||||||
| Acquisition escrow payable | - | 31,000 | ||||||
| Deferred revenue | 44,477 | 33,620 | ||||||
| Liabilities from discontinued operations | - | 57,433 | ||||||
| Total current liabilities | 224,000 | 283,792 | ||||||
Long-term debt | 157,897 | 244,753 | ||||||
| Deferred income taxes | 53,964 | 55,440 | ||||||
| Other liabilities | 15,020 | 6,845 | ||||||
| Commitments and contingencies | ||||||||
| Equity: | ||||||||
| Common stock, $0.10 par value (authorized 200 million shares; issued 130.4 million and 127.9 million shares at March 31, 2016 and 2015, respectively) | 13,039 | 12,794 | ||||||
| Additional paid-in capital | 1,082,220 | 1,034,526 | ||||||
| Retained earnings | 598,501 | 591,798 | ||||||
| Accumulated other comprehensive income | 8,590 | 9,413 | ||||||
| Treasury stock, at cost (53.0 million and 50.1 million shares at March 31, 2016 and 2015, respectively) | (1,003,382 | ) | (945,274 | ) | ||||
| Total equity | 698,968 | 703,257 | ||||||
| $ | 1,149,849 | $ | 1,294,087 | |||||
| See accompanying notes to consolidated financial statements. | ||||||||
| March 31, | March 31, | |||||||||||||
| 2023 | 2022 | |||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 464,448 | $ | 600,162 | ||||||||||
| Short-term Investments | 32,807 | 7,500 | ||||||||||||
| Trade accounts receivable, net | 157,379 | 148,343 | ||||||||||||
| Refundable income taxes, net | 28,897 | 30,354 | ||||||||||||
| Other current assets | 31,028 | 29,475 | ||||||||||||
| Total current assets | 714,559 | 815,834 | ||||||||||||
| Property and equipment, net of accumulated depreciation and amortization | 7,085 | 11,531 | ||||||||||||
| Intangible assets, net | 9,868 | 26,718 | ||||||||||||
| Goodwill | 363,116 | 363,845 | ||||||||||||
| Deferred commissions, net | 37,030 | 30,594 | ||||||||||||
| Other assets, net | 41,045 | 85,214 | ||||||||||||
| $ | 1,172,703 | $ | 1,333,736 | |||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Trade accounts payable | $ | 86,568 | $ | 83,197 | ||||||||||
| Accrued payroll and related expenses | 33,434 | 39,188 | ||||||||||||
| Other accrued expenses | 35,736 | 46,067 | ||||||||||||
| Deferred revenue | 19,091 | 16,114 | ||||||||||||
| Total current liabilities | 174,829 | 184,566 | ||||||||||||
| Other liabilities | 71,798 | 86,110 | ||||||||||||
| Commitments and contingencies (Note 13) | ||||||||||||||
| Stockholders' equity: | ||||||||||||||
| Preferred stock, $1.00 par value (authorized 1 million shares; issued 0 shares at March 31, 2023 and 2022, respectively) | — | — | ||||||||||||
| Common stock, $0.10 par value (authorized 200 million shares; issued 154.0 million and 149.8 million shares at March 31, 2023 and 2022, respectively) | 15,399 | 14,984 | ||||||||||||
| Additional paid-in capital | 1,855,916 | 1,721,118 | ||||||||||||
| Retained earnings | 1,302,291 | 1,420,993 | ||||||||||||
| Accumulated other comprehensive income | 4,504 | 5,730 | ||||||||||||
| Treasury stock, at cost (87.4 million and 81.2 million shares at March 31, 2023 and 2022, respectively) | (2,252,034) | (2,099,765) | ||||||||||||
| Total stockholders' equity | 926,076 | 1,063,060 | ||||||||||||
| $ | 1,172,703 | $ | 1,333,736 | |||||||||||
See accompanying notes to consolidated financial statements.
F-22
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
| 2016 | 2015 | 2014 | ||||||||||
| Revenues | $ | 850,088 | $ | 804,911 | $ | 805,153 | ||||||
| Cost of revenue | 488,382 | 494,037 | 505,517 | |||||||||
| Gross profit | 361,706 | 310,874 | 299,636 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development | 74,247 | 74,201 | 62,807 | |||||||||
| Sales and marketing | 146,176 | 116,494 | 93,607 | |||||||||
| General and administrative | 135,385 | 130,263 | 99,544 | |||||||||
| Impairment of goodwill and other assets | 6,829 | - | 24,953 | |||||||||
| Gains, losses and other items, net | 12,132 | 22,600 | 17,168 | |||||||||
| Total operating expenses | 374,769 | 343,558 | 298,079 | |||||||||
| Income (loss) from operations | (13,063 | ) | (32,684 | ) | 1,557 | |||||||
| Other income (expense): | ||||||||||||
| Interest expense | (7,669 | ) | (7,672 | ) | (8,671 | ) | ||||||
| Other, net | 452 | (991 | ) | 1,814 | ||||||||
| Total other expense | (7,217 | ) | (8,663 | ) | (6,857 | ) | ||||||
| Loss from continuing operations before income taxes | (20,280 | ) | (41,347 | ) | (5,300 | ) | ||||||
| Income taxes | (11,632 | ) | (14,805 | ) | 12,040 | |||||||
| Net loss from continuing operations | (8,648 | ) | (26,542 | ) | (17,340 | ) | ||||||
| Earnings from discontinued operations, net of tax | 15,351 | 15,511 | 26,143 | |||||||||
| Net earnings (loss) | 6,703 | (11,031 | ) | 8,803 | ||||||||
| Less: Net loss attributable to noncontrolling interest | - | - | (60 | ) | ||||||||
| Net earnings (loss) attributable to Acxiom | $ | 6,703 | $ | (11,031 | ) | $ | 8,863 | |||||
| Basic earnings (loss) per share: | ||||||||||||
| Net loss from continuing operations | $ | (0.11 | ) | $ | (0.34 | ) | $ | (0.23 | ) | |||
| Net earnings from discontinued operations | 0.20 | 0.20 | 0.35 | |||||||||
| Net earnings (loss) | $ | 0.09 | $ | (0.14 | ) | $ | 0.12 | |||||
| Net earnings (loss) attributable to Acxiom stockholders | $ | 0.09 | $ | (0.14 | ) | $ | 0.12 | |||||
| Diluted earnings (loss) per share: | ||||||||||||
| Net loss from continuing operations | $ | (0.11 | ) | $ | (0.34 | ) | $ | (0.23 | ) | |||
| Net earnings from discontinued operations | 0.20 | 0.20 | 0.35 | |||||||||
| Net earnings (loss) | $ | 0.09 | $ | (0.14 | ) | $ | 0.12 | |||||
| Net earnings (loss) attributable to Acxiom stockholders | $ | 0.09 | $ | (0.14 | ) | $ | 0.12 | |||||
| See accompanying notes to consolidated financial statements. | ||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| Net earnings (loss) | $ | 6,703 | $ | (11,031 | ) | $ | 8,803 | |||||
| Other comprehensive income (loss): | ||||||||||||
| Change in foreign currency translation adjustment | (907 | ) | (4,074 | ) | 1,511 | |||||||
| Unrealized gain (loss) on interest rate swap | 84 | (175 | ) | 728 | ||||||||
| Other comprehensive income (loss) | (823 | ) | (4,249 | ) | 2,239 | |||||||
| Comprehensive income (loss) | 5,880 | (15,280 | ) | 11,042 | ||||||||
| Less: Comprehensive loss attributable to noncontrolling interest | - | - | (60 | ) | ||||||||
| Comprehensive income (loss) attributable to Acxiom stockholders | $ | 5,880 | $ | (15,280 | ) | $ | 11,102 | |||||
| See accompanying notes to consolidated financial statements. | ||||||||||||
| Year ended March 31, | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||
| Revenues | $ | 596,583 | $ | 528,657 | 443,026 | |||||||||||||||||||||||||||
| Cost of revenue | 170,084 | 147,427 | 144,004 | |||||||||||||||||||||||||||||
| Gross profit | 426,499 | 381,230 | 299,022 | |||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||
| Research and development | 189,195 | 157,935 | 135,111 | |||||||||||||||||||||||||||||
| Sales and marketing | 202,437 | 182,763 | 177,543 | |||||||||||||||||||||||||||||
| General and administrative | 125,351 | 104,591 | 104,201 | |||||||||||||||||||||||||||||
| Gains, losses and other items, net | 35,316 | 1,479 | 2,715 | |||||||||||||||||||||||||||||
| Total operating expenses | 552,299 | 446,768 | 419,570 | |||||||||||||||||||||||||||||
| Loss from operations | (125,800) | (65,538) | (120,548) | |||||||||||||||||||||||||||||
| Total other income (expense), net | 6,946 | 30,463 | (252) | |||||||||||||||||||||||||||||
| Loss from continuing operations before income taxes | (118,854) | (35,075) | (120,800) | |||||||||||||||||||||||||||||
| Income tax expense (benefit) | 5,252 | (1,242) | (30,532) | |||||||||||||||||||||||||||||
| Net loss from continuing operations | (124,106) | (33,833) | (90,268) | |||||||||||||||||||||||||||||
| Earnings from discontinued operations, net of tax | 5,404 | — | — | |||||||||||||||||||||||||||||
| Net loss | $ | (118,702) | $ | (33,833) | $ | (90,268) | ||||||||||||||||||||||||||
| Basic earnings (loss) per share | ||||||||||||||||||||||||||||||||
| Continuing operations | $ | (1.87) | $ | (0.50) | (1.36) | |||||||||||||||||||||||||||
| Discontinued operations | 0.08 | — | — | |||||||||||||||||||||||||||||
| Basic loss per share | $ | (1.79) | $ | (0.50) | $ | (1.36) | ||||||||||||||||||||||||||
| Diluted earnings (loss) per share | ||||||||||||||||||||||||||||||||
| Continuing operations | $ | (1.87) | $ | (0.50) | (1.36) | |||||||||||||||||||||||||||
| Discontinued operations | 0.08 | — | — | |||||||||||||||||||||||||||||
| Diluted loss per share | $ | (1.79) | $ | (0.50) | $ | (1.36) | ||||||||||||||||||||||||||
| Common Stock | Additional | Accumulated other | Treasury Stock | |||||||||||||||||||||||||||||||||
| Number | paid-in | Retained | comprehensive | Number | Noncontrolling | Total | ||||||||||||||||||||||||||||||
| of shares | Amount | Capital | earnings | income | of shares | Amount | Interest | Equity | ||||||||||||||||||||||||||||
| Balances at March 31, 2013 | 121,342,916 | $ | 12,134 | $ | 885,184 | $ | 593,966 | $ | 11,423 | (47,825,035 | ) | $ | (882,959 | ) | $ | (380 | ) | $ | 619,368 | |||||||||||||||||
| Employee stock awards, benefit plans and other issuances | 4,018,507 | 402 | 84,422 | - | - | (155,089 | ) | (4,334 | ) | - | 80,490 | |||||||||||||||||||||||||
| Tax impact of stock options, warrants and restricted stock | - | - | 11,295 | - | - | - | - | - | 11,295 | |||||||||||||||||||||||||||
| Non-cash share-based compensation from continuing operations | - | - | 13,206 | - | - | - | - | - | 13,206 | |||||||||||||||||||||||||||
| Non-cash share-based compensation from discontinued operations | - | - | 719 | - | - | - | - | - | 719 | |||||||||||||||||||||||||||
| Restricted stock units vested | 482,185 | 48 | (48 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Warrant exercises | - | - | (11,753 | ) | - | - | 769,927 | 11,753 | - | - | ||||||||||||||||||||||||||
| Acquisition of treasury stock | - | - | - | - | - | (1,993,310 | ) | (52,663 | ) | - | (52,663 | ) | ||||||||||||||||||||||||
| Acquisition of noncontrolling interest | - | - | (1,040 | ) | - | - | - | - | 440 | (600 | ) | |||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | 1,511 | - | �� | - | - | 1,511 | ||||||||||||||||||||||||||
| Unrealized gain on interest rate swap | - | - | - | - | 728 | - | - | - | 728 | |||||||||||||||||||||||||||
| Net earnings (loss) | - | - | - | 8,863 | - | - | - | (60 | ) | 8,803 | ||||||||||||||||||||||||||
| Balances at March 31, 2014 | 125,843,608 | $ | 12,584 | $ | 981,985 | $ | 602,829 | $ | 13,662 | (49,203,507 | ) | $ | (928,203 | ) | $ | - | $ | 682,857 | ||||||||||||||||||
| Employee stock awards, benefit plans and other issuances | 1,028,524 | 103 | 12,153 | - | - | (370,299 | ) | (7,217 | ) | - | 5,039 | |||||||||||||||||||||||||
| Tax impact of stock options, warrants and restricted stock | - | - | 4,645 | - | - | - | - | - | 4,645 | |||||||||||||||||||||||||||
| Non-cash share-based compensation from continuing operations | 33,693 | 4 | 28,298 | - | - | - | 14 | - | 28,316 | |||||||||||||||||||||||||||
| Non-cash share-based compensation from discontinued operations | - | - | 570 | - | - | - | - | - | 570 | |||||||||||||||||||||||||||
| Restricted stock units vested | 1,032,972 | 103 | (103 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Acquisition of treasury stock | - | - | - | - | - | (528,918 | ) | (9,868 | ) | - | (9,868 | ) | ||||||||||||||||||||||||
| LiveRamp replacement stock options | - | - | 6,978 | - | - | - | - | - | 6,978 | |||||||||||||||||||||||||||
| Comprehensive loss: | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | (4,074 | ) | - | - | - | (4,074 | ) | |||||||||||||||||||||||||
| Unrealized gain on interest rate swap | - | - | - | - | (175 | ) | - | - | - | (175 | ) | |||||||||||||||||||||||||
| Net loss | - | - | - | (11,031 | ) | - | - | - | - | (11,031 | ) | |||||||||||||||||||||||||
| Balances at March 31, 2015 | 127,938,797 | $ | 12,794 | $ | 1,034,526 | $ | 591,798 | $ | 9,413 | (50,102,724 | ) | $ | (945,274 | ) | $ | - | $ | 703,257 | ||||||||||||||||||
| Common Stock | Additional | Accumulated other | Treasury Stock | |||||||||||||||||||||||||||||||||
| Number | paid-in | Retained | comprehensive | Number | Noncontrolling | Total | ||||||||||||||||||||||||||||||
| of shares | Amount | Capital | earnings | income | of shares | Amount | Interest | Equity | ||||||||||||||||||||||||||||
| Balances at March 31, 2015 | 127,938,797 | $ | 12,794 | $ | 1,034,526 | $ | 591,798 | $ | 9,413 | (50,102,724 | ) | $ | (945,274 | ) | $ | - | $ | 703,257 | ||||||||||||||||||
| Employee stock awards, benefit plans and other issuances | 1,338,663 | 134 | 15,627 | - | - | (294,522 | ) | (5,344 | ) | - | 10,417 | |||||||||||||||||||||||||
| Tax impact of stock options, warrants and restricted stock | - | - | (293 | ) | - | - | - | - | - | (293 | ) | |||||||||||||||||||||||||
| Non-cash share-based compensation from continuing operations | 61,464 | 6 | 31,457 | - | - | - | - | - | 31,463 | |||||||||||||||||||||||||||
| Non-cash share-based compensation from discontinued operations | - | - | 1,008 | - | - | - | - | - | 1,008 | |||||||||||||||||||||||||||
| Restricted stock units vested | 1,051,182 | 105 | (105 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Acquisition of treasury stock | - | - | - | - | - | (2,633,436 | ) | (52,764 | ) | - | (52,764 | ) | ||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | (907 | ) | - | - | - | (907 | ) | |||||||||||||||||||||||||
| Unrealized gain on interest rate swap | - | - | - | - | 84 | - | - | - | 84 | |||||||||||||||||||||||||||
| Net earnings | - | - | - | 6,703 | - | - | - | - | 6,703 | |||||||||||||||||||||||||||
| Balances at March 31, 2016 | 130,390,106 | $ | 13,039 | $ | 1,082,220 | $ | 598,501 | $ | 8,590 | (53,030,682 | ) | $ | (1,003,382 | ) | $ | - | $ | 698,968 | ||||||||||||||||||
See accompanying notes to consolidated financial statements.
F-23
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
| 2016 | 2015 | 2014 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net earnings (loss) | $ | 6,703 | $ | (11,031 | ) | $ | 8,803 | |||||
| Earnings from discontinued operations, net of tax | (15,351 | ) | (15,511 | ) | (26,143 | ) | ||||||
| Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 85,463 | 80,447 | 56,900 | |||||||||
| Loss (gain) on disposal of assets | 232 | 1,700 | (2,591 | ) | ||||||||
| Loss on early extinguishment of debt | - | - | 664 | |||||||||
| Impairment of goodwill and other assets | 6,829 | - | 24,953 | |||||||||
| Deferred income taxes | (11,664 | ) | (4,965 | ) | 10,935 | |||||||
| Non-cash stock-based compensation expense | 31,463 | 28,316 | 13,206 | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable, net | (13,014 | ) | 3,744 | (2,797 | ) | |||||||
| Other assets | (13,632 | ) | 12,867 | (9,054 | ) | |||||||
| Accounts payable and other liabilities | 25,529 | (28,129 | ) | 14,369 | ||||||||
| Deferred revenue | 11,084 | (6,307 | ) | 6,541 | ||||||||
| Net cash provided by operating activities | 113,642 | 61,131 | 95,786 | |||||||||
Cash flows from investing activities: | ||||||||||||
| Capitalized software development costs | (14,880 | ) | (18,587 | ) | (24,517 | ) | ||||||
| Capital expenditures | (47,423 | ) | (56,952 | ) | (25,951 | ) | ||||||
| Receipts from investments | - | - | 3,823 | |||||||||
| Data acquisition costs | (1,553 | ) | (1,871 | ) | (7,745 | ) | ||||||
| Net cash paid in acquisitions | (5,386 | ) | (265,672 | ) | (500 | ) | ||||||
| Net cash used in investing activities | (69,242 | ) | (343,082 | ) | (54,890 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
| Proceeds from debt | - | - | 300,000 | |||||||||
| Payments of debt | (87,231 | ) | (26,601 | ) | (231,151 | ) | ||||||
| Fees for debt refinancing | - | - | (4,370 | ) | ||||||||
| Acquisition of noncontrolling interest | - | - | (600 | ) | ||||||||
| Acquisition of treasury stock | (52,764 | ) | (9,868 | ) | (52,663 | ) | ||||||
| Sale of common stock, net of stock acquired for withholding taxes | 10,417 | 5,039 | 80,490 | |||||||||
| Excess tax benefits from stock-based compensation | 3,551 | 4,645 | 11,295 | |||||||||
| Net cash provided by (used in) financing activities | (126,027 | ) | (26,785 | ) | 103,001 | |||||||
| Net cash provided by (used in) continuing operations | (81,627 | ) | (308,736 | ) | 143,897 | |||||||
| See accompanying notes to consolidated financial statements | ||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
Cash flows from discontinued operations: | ||||||||||||
| Net cash provided by operating activities | 6,323 | 43,853 | 69,190 | |||||||||
| Net cash provided by (used in) investing activities | 124,506 | (9,254 | ) | (13,347 | ) | |||||||
| Net cash used in investing activities | (206 | ) | (1,820 | ) | (4,744 | ) | ||||||
| Net cash provided by discontinued operations | 130,623 | 32,779 | 51,099 | |||||||||
| Net cash provided by (used in) continuing and discontinued operations | 48,996 | (275,957 | ) | 194,996 | ||||||||
| Effect of exchange rate changes on cash | (377 | ) | (1,619 | ) | 616 | |||||||
| Net change in cash and cash equivalents | 48,619 | (277,576 | ) | 195,612 | ||||||||
| Cash and cash equivalents at beginning of period | 141,010 | 418,586 | 222,974 | |||||||||
Cash and cash equivalents at end of period | $ | 189,629 | $ | 141,010 | $ | 418,586 | ||||||
Supplemental cash flow information: | ||||||||||||
| Cash paid (received) during the period for: | ||||||||||||
| Interest | $ | 8,145 | $ | 8,673 | $ | 11,762 | ||||||
| Income taxes | 6,100 | (3,845 | ) | 21,702 | ||||||||
| Payments on capital leases and installment payment arrangements | 269 | 3,823 | 8,379 | |||||||||
| Prepayment of debt | 55,000 | - | 215,000 | |||||||||
| Other debt payments | 32,168 | 24,598 | 12,516 | |||||||||
| See accompanying notes to consolidated financial statements. | ||||||||||||
| Year ended March 31, | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||
| Net loss | (118,702) | (33,833) | (90,268) | |||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||
| Change in foreign currency translation adjustment | (1,226) | (1,792) | 1,777 | |||||||||||||||||||||||||||||
| Comprehensive loss | (119,928) | (35,625) | (88,491) | |||||||||||||||||||||||||||||
As previously reported1 | Category expansion | Account management reclass | IT reclass and other | As currently reported | ||||||||||||||||
| Cost of revenue | $ | 639,945 | $ | (74,201 | ) | $ | (62,947 | ) | $ | (8,760 | ) | $ | 494,037 | |||||||
| Research and development | $ | - | $ | 74,201 | $ | - | $ | - | $ | 74,201 | ||||||||||
| Selling, general and administrative | $ | 175,050 | $ | (175,050 | ) | $ | - | $ | - | $ | - | |||||||||
| Sales and marketing | $ | - | $ | 54,807 | $ | 62,947 | $ | (1,260 | ) | $ | 116,494 | |||||||||
| General and administrative | $ | - | $ | 120,243 | $ | - | $ | 10,020 | $ | 130,263 | ||||||||||
As previously reported1 | Category expansion | Account management reclass | IT reclass and other | As currently reported | ||||||||||||||||
| Cost of revenue | $ | 608,861 | $ | (62,807 | ) | $ | (34,966 | ) | $ | (5,571 | ) | $ | 505,517 | |||||||
| Research and development | $ | - | $ | 62,807 | $ | - | $ | - | $ | 62,807 | ||||||||||
| Selling, general and administrative | $ | 152,614 | $ | (152,614 | ) | $ | - | $ | - | $ | - | |||||||||
| Sales and marketing | $ | - | $ | 58,641 | $ | 34,966 | $ | - | $ | 93,607 | ||||||||||
| General and administrative | $ | - | $ | 93,973 | $ | - | $ | 5,571 | $ | 99,544 | ||||||||||
1 Adjusted for discontinued operations | ||||||||||||||||||||
F-24
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES | ||||||||||||||||||||||||||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF EQUITY | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional | other | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Number | paid-in | Retained | comprehensive | Number | Total | |||||||||||||||||||||||||||||||||||||||||||||
| of shares | Amount | Capital | earnings | income (loss) | of shares | Amount | Equity | |||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 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 | 583,476 | 58 | 8,680 | — | — | (182,730) | (9,920) | (1,182) | ||||||||||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | 21,736 | 2 | 84,394 | — | — | — | — | 84,396 | ||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units vested | 2,186,763 | 219 | (219) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Liability-classified restricted stock units vested | 1,084,237 | 108 | 40,652 | — | — | — | — | 40,760 | ||||||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury stock | — | — | — | — | — | (1,321,666) | (42,312) | (42,312) | ||||||||||||||||||||||||||||||||||||||||||
| Comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | 1,777 | — | — | 1,777 | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (90,268) | — | — | — | (90,268) | ||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2021 | 147,814,965 | $ | 14,781 | $ | 1,630,072 | $ | 1,454,826 | $ | 7,522 | (79,585,710) | $ | (2,026,518) | $ | 1,080,683 | ||||||||||||||||||||||||||||||||||||
| Employee stock awards, benefit plans and other issuances | 254,069 | 26 | 6,240 | — | — | (290,675) | (14,626) | (8,360) | ||||||||||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | 52,459 | 5 | 71,175 | — | — | — | — | 71,180 | ||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units vested | 1,131,489 | 113 | (113) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Acquisition-related restricted stock award | 40,600 | 4 | (4) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Liability-classified restricted stock units vested | 547,343 | 55 | 13,748 | — | — | — | — | 13,803 | ||||||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury stock | — | — | — | — | — | (1,329,211) | (58,621) | (58,621) | ||||||||||||||||||||||||||||||||||||||||||
| Comprehensive loss: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | (1,792) | — | — | (1,792) | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (33,833) | — | — | — | (33,833) | ||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2022 | 149,840,925 | $ | 14,984 | $ | 1,721,118 | $ | 1,420,993 | $ | 5,730 | (81,205,596) | $ | (2,099,765) | $ | 1,063,060 | ||||||||||||||||||||||||||||||||||||
F-25
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES | ||||||||||||||||||||||||||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF EQUITY | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional | other | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||
| Number | paid-in | Retained | comprehensive | Number | Total | |||||||||||||||||||||||||||||||||||||||||||||
| of shares | Amount | Capital | earnings | income (loss) | of shares | Amount | Equity | |||||||||||||||||||||||||||||||||||||||||||
| Employee stock awards, benefit plans and other issuances | 399,146 | $ | 40 | $ | 6,219 | $ | — | $ | — | (101,011) | $ | (2,272) | $ | 3,987 | ||||||||||||||||||||||||||||||||||||
| Non-cash stock-based compensation | 47,093 | 5 | 117,346 | — | — | — | — | 117,351 | ||||||||||||||||||||||||||||||||||||||||||
| Restricted stock units vested | 3,253,815 | 325 | (325) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Liability-classified restricted stock units vested | 446,805 | 45 | 11,558 | — | — | — | — | 11,603 | ||||||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury stock | — | — | — | — | — | (6,066,230) | (149,997) | (149,997) | ||||||||||||||||||||||||||||||||||||||||||
| Comprehensive loss: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | — | — | (1,226) | — | — | (1,226) | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | (118,702) | — | — | — | (118,702) | ||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2023 | 153,987,784 | $ | 15,399 | $ | 1,855,916 | $ | 1,302,291 | $ | 4,504 | (87,372,837) | $ | (2,252,034) | $ | 926,076 | ||||||||||||||||||||||||||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| Net loss from continuing operations | $ | (8,648 | ) | $ | (26,542 | ) | $ | (17,340 | ) | |||
| Net earnings from discontinued operations, net of tax | 15,351 | 15,511 | 26,143 | |||||||||
| Net earnings (loss) | $ | 6,703 | $ | (11,031 | ) | $ | 8,803 | |||||
| Net loss attributable to noncontrolling interest | - | - | (60 | ) | ||||||||
| Net earnings (loss) attributable to Acxiom | $ | 6,703 | $ | (11,031 | ) | $ | 8,863 | |||||
Basic earnings (loss) per share: | ||||||||||||
| Basic weighted-average shares outstanding | 77,616 | 77,106 | 74,690 | |||||||||
| Basic earnings (loss) per share: | ||||||||||||
| Continuing operations | $ | (0.11 | ) | $ | (0.34 | ) | $ | (0.23 | ) | |||
| Discontinued operations | 0.20 | 0.20 | 0.35 | |||||||||
| Net earnings (loss) | $ | 0.09 | $ | (0.14 | ) | $ | 0.12 | |||||
| Net loss attributable to noncontrolling interest | - | - | (0.00 | ) | ||||||||
| Net earnings (loss) attributable to Acxiom | $ | 0.09 | $ | (0.14 | ) | $ | 0.12 | |||||
Diluted earnings (loss) per share: | ||||||||||||
| Basic weighted-average shares outstanding | 77,616 | 77,106 | 74,690 | |||||||||
| Dilutive effect of common stock options, warrants, and restricted stock as computed under the treasury stock method | - | - | - | |||||||||
| Diluted weighted-average shares outstanding | 77,616 | 77,106 | 74,690 | |||||||||
| Diluted earnings (loss) per share: | ||||||||||||
| Continuing operations | $ | (0.11 | ) | $ | (0.34 | ) | $ | (0.23 | ) | |||
| Discontinued operations | 0.20 | 0.20 | 0.35 | |||||||||
| Net earnings (loss) | $ | 0.09 | $ | (0.14 | ) | $ | 0.12 | |||||
| Net loss attributable to noncontrolling interest | - | - | (0.00 | ) | ||||||||
| Net earnings (loss) attributable to Acxiom | $ | 0.09 | $ | (0.14 | ) | $ | 0.12 | |||||
| 2016 | 2015 | 2014 | ||||||||||
| Number of shares outstanding under options, warrants and restricted stock units | 1,654 | 1,829 | 834 | |||||||||
| Range of exercise prices for options | $ | 17.49-$62.06 | $ | 19.18-$62.06 | $ | 29.30-$62.06 | ||||||
F-26
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES | ||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||
| Year ended March 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||
| Net loss | $ | (118,702) | $ | (33,833) | $ | (90,268) | ||||||||||||||
| Earnings from discontinued operations | (5,404) | — | — | |||||||||||||||||
| Non-cash operating activities: | ||||||||||||||||||||
| Depreciation and amortization | 20,787 | 24,248 | 27,741 | |||||||||||||||||
| Loss on disposal or impairment of assets | 4,137 | 183 | 388 | |||||||||||||||||
| Gain on sale of strategic investments | (194) | — | — | |||||||||||||||||
| Lease-related restructuring charges | 27,545 | — | — | |||||||||||||||||
| Gain on distribution from retained profits interest | — | (30,235) | — | |||||||||||||||||
| Provision for doubtful accounts | 1,776 | 4,217 | 2,915 | |||||||||||||||||
| Deferred income taxes | 115 | (1,540) | (1,418) | |||||||||||||||||
| Non-cash stock compensation expense | 125,800 | 87,257 | 111,707 | |||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||
| Accounts receivable, net | (12,123) | (38,611) | (24,828) | |||||||||||||||||
| Deferred commissions | (6,436) | (7,975) | (6,605) | |||||||||||||||||
| Other assets | 7,705 | 26,863 | (18,772) | |||||||||||||||||
| Accounts payable and other liabilities | (15,369) | 8,850 | (116) | |||||||||||||||||
| Income taxes, net | 596 | 33,969 | (26,215) | |||||||||||||||||
| Deferred revenue | 4,208 | 4,684 | 4,911 | |||||||||||||||||
| Net cash provided by operating activities | 34,441 | 78,077 | (20,560) | |||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||||
| Capital expenditures | (4,696) | (4,499) | (2,182) | |||||||||||||||||
| Cash paid in acquisitions, net of cash received | — | (19,107) | (76,012) | |||||||||||||||||
| Distribution from retained profits interest | — | 31,184 | — | |||||||||||||||||
| Purchases of investments | (28,197) | — | (7,500) | |||||||||||||||||
| Proceeds from investments | 3,000 | — | — | |||||||||||||||||
| Purchases of strategic investments | (500) | — | (2,200) | |||||||||||||||||
| Proceeds from sale of strategic investment | 1,394 | — | — | |||||||||||||||||
| Net cash provided by (used in) investing activities | (28,999) | 7,578 | (87,894) | |||||||||||||||||
| Cash flows from financing activities: | ||||||||||||||||||||
| Proceeds related to the issuance of common stock under stock and employee benefit plans | 6,259 | 6,266 | 8,737 | |||||||||||||||||
| Shares repurchased for tax withholdings upon vesting of stock-based awards | (2,272) | (14,626) | (9,920) | |||||||||||||||||
| Acquisition of treasury stock | (149,997) | (58,621) | (42,312) | |||||||||||||||||
| Net cash used in financing activities | (146,010) | (66,981) | (43,495) | |||||||||||||||||
| Net cash provided by (used in) continuing operations | (140,568) | 18,674 | (151,949) | |||||||||||||||||
F-27
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES | ||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||
| Year ended March 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Cash flows from discontinued operations: | ||||||||||||||||||||
| From operating activities | 5,404 | — | — | |||||||||||||||||
| Net cash provided by discontinued operations | 5,404 | — | — | |||||||||||||||||
| Effect of exchange rate changes on cash | (550) | (199) | 1,010 | |||||||||||||||||
| Net change in cash and cash equivalents | (135,714) | 18,475 | (150,939) | |||||||||||||||||
| Cash and cash equivalents at beginning of period | 600,162 | 581,687 | 732,626 | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | 464,448 | $ | 600,162 | $ | 581,687 | ||||||||||||||
| Supplemental cash flow information: | ||||||||||||||||||||
| Cash paid (received) for income taxes, net - continuing operations | $ | 5,801 | $ | (32,916) | $ | (2,911) | ||||||||||||||
| Cash (received) for income taxes, net - discontinued operations | (8,332) | — | — | |||||||||||||||||
| Cash paid for operating lease liabilities | 8,243 | 10,108 | 10,883 | |||||||||||||||||
| Operating lease assets obtained in exchange for operating lease liabilities | 69 | 56,182 | 372 | |||||||||||||||||
| Operating lease assets, and related lease liabilities, relinquished in lease terminations | (6,781) | — | — | |||||||||||||||||
| Purchases of property, plant and equipment remaining unpaid at period end | 47 | 696 | — | |||||||||||||||||
F-28
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
| Associate-related reserves | Lease accruals | Total | ||||||||||
| March 31, 2013 | $ | 3,689 | $ | 2,791 | $ | 6,480 | ||||||
| Restructuring charges and adjustments | 12,910 | 56 | 12,966 | |||||||||
| Payments | (10,057 | ) | (1,334 | ) | (11,391 | ) | ||||||
| March 31, 2014 | $ | 6,542 | $ | 1,513 | $ | 8,055 | ||||||
| Restructuring charges and adjustments | 13,284 | 6,500 | 19,784 | |||||||||
| Payments | (12,615 | ) | (2,785 | ) | (15,400 | ) | ||||||
| March 31, 2015 | $ | 7,211 | $ | 5,228 | $ | 12,439 | ||||||
| Restructuring charges and adjustments | 8,630 | 3,002 | 11,632 | |||||||||
| Payments | (12,986 | ) | (4,706 | ) | (17,692 | ) | ||||||
| March 31, 2016 | $ | 2,855 | $ | 3,524 | $ | 6,379 | ||||||
| 2016 | 2015 | 2014 | ||||||||||
| Restructuring plan charges and adjustments | $ | 11,632 | $ | 19,784 | $ | 12,966 | ||||||
| Other restructuring charges | 381 | 1,976 | - | |||||||||
| Legal contingencies | - | - | 4,202 | |||||||||
| LiveRamp acquisition-related costs (see note 3) | - | 820 | - | |||||||||
| Other | 119 | 20 | - | |||||||||
| $ | 12,132 | $ | 22,600 | $ | 17,168 | |||||||
| December 1, 2015 | ||||
| Assets acquired: | ||||
| Accounts receivable | $ | 499 | ||
| Developed technology | 2,700 | |||
| Other intangible assets | 1,400 | |||
| Goodwill | 1,377 | |||
| 5,976 | ||||
| Accounts payable | (590 | ) | ||
| Net cash paid | $ | 5,386 | ||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND 2014SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Description of Business -
LiveRamp Holdings, Inc. ("LiveRamp", "we", "us", or the "Company") is a global technology company that helps companies build enduring brand and business value by collaborating responsibly with data. A groundbreaking leader in consumer privacy, data ethics and foundational identity, LiveRamp is setting a new standard for building a connected customer view with unmatched clarity and context while protecting brand and consumer trust. Our best-in-class enterprise platform enables data collaboration, where companies can share first-party consumer data with trusted business partners securely and in a privacy conscious manner. We offer flexibility to collaborate wherever data lives to support a wide range of data collaboration use cases—within organizations, between brands, and across our global network of premier partners. Global innovators, from iconic consumer brands and tech platforms to retailers, financial services, and healthcare leaders, turn to LiveRamp to deepen customer engagement and loyalty, activate new partnerships, and maximize the value of their first-party data while staying on the forefront of rapidly evolving compliance and privacy requirements.
LiveRamp is a Delaware corporation headquartered in San Francisco, California. Our common stock is listed on the New York Stock Exchange under the symbol “RAMP.” We serve a global client base from locations in the United States, Europe, and the Asia-Pacific (“APAC”) region. Our direct client list includes many of the world’s best-known and most innovative brands across most major industry verticals, including but not limited to financial, insurance and investment services, retail, automotive, telecommunications, high tech, consumer packaged goods, healthcare, travel, entertainment and non-profit. Through our expansive partner ecosystem we serve thousands of additional companies, unlocking access to unique customer moments and creating powerful network effects.
Basis of Presentation and Principles of Consolidation -
The accompanying consolidated financial statements include the accounts of the Company acquiredand its subsidiaries, after elimination of all significant intercompany accounts and transactions. We have prepared the accompanying consolidated financial statements in U.S. dollars in accordance with accounting principles generally accepted in the U.S. (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification and Updates (“ASC” and "ASU"), and we consider the various staff accounting bulletins and other applicable guidance issued by the United States Securities and Exchange Commission ("SEC"). Our fiscal year ends on March 31. References to fiscal 2023, for example, are to the fiscal year ended March 31, 2023.
Use of Estimates -
In preparing consolidated financial statements and related disclosures in conformity with GAAP and pursuant to the rules and regulations of the outstanding shares of LiveRamp, Inc. ("LiveRamp"), a leading service provider for onboarding customer data into digital marketing applications. The Company acquired LiveRamp to, among other things, provide clients with solutions for bringing offline customer data online with better matching, more connectivity,SEC, we must make estimates and faster onboarding. The Company has includedjudgments that affect the financial results of LiveRampamounts reported in the consolidated financial statements and accompanying notes. Estimates are used in determining, among other items, revenue recognition criteria, allowance for credit losses, operating lease assets and liabilities, including the incremental borrowing rate and terms and provision of each lease, the fair value of acquired assets and assumed liabilities, restructuring and impairment accruals, litigation and facilities lease loss accruals, stock-based compensation, and the recognition and measurement of current and deferred income taxes, including the measurement of uncertain tax positions. Actual results could differ from those estimates.
As of March 31, 2023, the impacts to the Company's business due to COVID-19, geopolitical developments and macroeconomic factors, such as rising interest rates, inflation, bank failures, changes in foreign currency exchange rates and supply chain disruptions, continue to evolve. As a result, many of the Company's estimates and assumptions, including the allowance for credit losses, consider macroeconomic factors in the market, which require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company's estimates may change materially in future periods.
F-29
Operating Segments -
The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by our Chief Operating Decision Maker ("CODM"). Our Chief Executive Officer is our CODM. Our CODM 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.
Earnings (Loss) per Share -
Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period.
A reconciliation of the numerator and denominator of basic and diluted loss per share is shown below (in thousands, except per share amounts):
| Year ended March 31, | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||
| Net loss from continuing operations | $ | (124,106) | $ | (33,833) | $ | (90,268) | ||||||||||||||||||||||||||
| Earnings from discontinued operations, net of tax | 5,404 | — | — | |||||||||||||||||||||||||||||
| Net loss | $ | (118,702) | $ | (33,833) | $ | (90,268) | ||||||||||||||||||||||||||
| Basic weighted-average shares outstanding | 66,352 | 68,211 | 66,304 | |||||||||||||||||||||||||||||
| Dilutive effect of common stock options and restricted stock as computed under the treasury stock method (1) | — | — | — | |||||||||||||||||||||||||||||
| Diluted weighted-average shares outstanding | 66,352 | 68,211 | 66,304 | |||||||||||||||||||||||||||||
| Net earnings (loss) per common share, basic and diluted | ||||||||||||||||||||||||||||||||
| Continuing operations | $ | (1.87) | $ | (0.50) | $ | (1.36) | ||||||||||||||||||||||||||
| Discontinued operations | 0.08 | — | — | |||||||||||||||||||||||||||||
| Net loss | $ | (1.79) | $ | (0.50) | $ | (1.36) | ||||||||||||||||||||||||||
(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 was 0.7 million, 1.3 million, and 2.7 million for the years ended March 31, 2023, 2022, and 2021, respectively.
Restricted stock units that were outstanding during the years presented but were not included in the computation of diluted loss per share because their effect would have been anti-dilutive (other than due to the net loss position of the Company) are shown below (shares in thousands):
| Year ended March 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Number of shares underlying restricted stock units | 2,376 | 686 | 90 | |||||||||||||||||
F-30
Significant Accounting Policies
Cash and Cash Equivalents -
The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of cash held in bank deposit accounts and short-term, highly-liquid money-market fund investments and U.S. Treasury securities with remaining maturities of three months or less at the date of purchase.
Investments -
Investments consist of U.S. Treasury securities and certificates of deposit. Securities having remaining maturities of more than three months at the date of purchase and less than one year from the date of acquisition. LiveRamp is includedthe balance sheet are classified as short-term, and those with maturities of more than one year from the date of the balance sheet are classified as long-term in the Connectivity segment.consolidated balance sheets. These investments are carried at fair market value, with unrealized gains and losses considered to be temporary in nature reported as accumulated other comprehensive income, a separate component of stockholders' equity. The acquisition dateCompany reviews all investments for reductions in fair value that are other-than-temporary. When such reductions occur, the cost of the investment is adjusted to fair value through recording a loss on investments in the consolidated statements of operations. Gains and losses on investments are calculated on the basis of specific identification. We did not recognize any gains or losses in fiscal 2023, 2022 or 2021.
Strategic Investments -
Strategic investments consist of non-controlling equity investments in privately held companies. The Company elected the measurement alternative for these investments without readily determinable fair values and for which the Company does not have the ability to exercise significant influence. These investments are accounted for under the cost method of accounting. Under the cost method of accounting, the non-marketable equity securities are carried at cost less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, which is recorded within the statement of operations. On a quarterly basis, the Company performs a qualitative assessment to evaluate whether the investment is impaired. If there are sufficient indicators that the fair value of the investment is less than the carrying value, the carrying value of the investment is reduced and an impairment is recorded in the consolidated statements of operations as other expense, net of tax. During the twelve months ended March 31, 2023, the Company recorded a $4.0 million impairment of a strategic investment that is recorded in other expense in the consolidated statement of operations. There were no impairment charges for the twelve months ended March 31, 2022 or 2021, respectively.
Revenue Recognition -
LiveRamp recognizes revenue from the following sources: (i) Subscription revenue, which consists primarily of subscription fees from clients accessing our LiveRamp platform; and (ii) Marketplace and Other revenue, which primarily consists of revenue-sharing fees generated from access to data through our LiveRamp Data Marketplace, professional services including product implementation, data science analytics and audience measurement, and transactional usage-based revenue from arrangements with certain publishers and addressable TV providers.
We determine revenue recognition through the following steps:
•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenue when, or as, the performance obligations are satisfied.
F-31
Identification of the contract
We consider the terms and conditions of the contract and our customary business practices when identifying our contracts under ASC 606. We determine we have a contract with a customer when the contract or contract modification is approved and the parties are committed to performing their respective obligations, we can identify each party's rights regarding the services to be transferred, we can identify the payment terms for the services, we have determined the contract has commercial substance, and we have determined that collection of at least some of the contract consideration is probable. At contract inception we evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the single or combined contract includes one or multiple performance obligations. We apply judgment in determining the customer's ability to pay, which is based on a variety of factors, including the customer's historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer.
Identification of the performance obligations
As part of accounting for arrangements with multiple performance obligations, we must assess whether each performance obligation is distinct. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and a company's promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. We have determined that our subscriptions to the platform are a distinct performance obligation and access to data for revenue-sharing and usage-based arrangements is a distinct performance obligation because, once a customer has access to the platform, the service is fully functional and does not require any additional development, modification, or customization.
Determination of the transaction price
The transaction price is the amount of consideration we expect to be entitled to in exchange for transferring services to a customer, excluding sales taxes that are collected on behalf of government agencies. Variable consideration is assessed and included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of our contracts contain a significant financing component.
Allocation of the transaction price to the performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each distinct performance obligation based on the standalone selling price ("SSP") of each service. We generally determine the SSP based on contractual selling prices when the obligation is sold on a standalone basis, as well as market conditions, competition, and pricing practices. As pricing and marketing strategies evolve, we may modify our pricing practices in the future, which could result in changes to SSP.
Recognition of revenue when, or as, the performance obligations are satisfied
Revenues are recognized when or as control of the promised services is transferred to customers. Subscription revenue is generally recognized ratably over the subscription period beginning on the date the services are made available to customers. Marketplace and Other revenue is typically transactional in nature, tied to a revenue share or volumes purchased. We report revenue from Data Marketplace and other similar transactions on a net basis because our performance obligation is to facilitate a transaction between data providers and data buyers, for which we earn a portion of the gross fee. Consequently, the portion of the gross amount billed to data buyers that is remitted to data providers is not reflected as revenues. We generate revenue from Services primarily from project fees paid by subscribers to our platform. Service projects are sold on an ad hoc basis as well as bundled with platform subscriptions. Services revenue is less than 5% of total Company revenue.
F-32
Accounts Receivable
Accounts receivable include amounts billed to customers as well as unbilled amounts recognized in accordance with the Company’s revenue recognition policies. Unbilled amounts included in trade accounts receivable, net, which generally arise from the performance of services to customers in advance of billings, were $16.7 million at March 31, 2023, and $12.5 million at March 31, 2022.
Trade accounts receivable are presented net of allowances for credit losses, returns and credits based on the probability of future collections. The probability of future collections is based on specific considerations of historical loss patterns and an assessment of the continuation of such patterns based on past collection trends and known or anticipated future economic events that may impair collectability. Accounts receivable that are determined to be uncollectible are charged against the allowance for doubtful accounts. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor.
A summary of the activity of the allowance for credit losses, returns and credits was (dollars in thousands):
| Year ended: | 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 | |||||||||||||||||||||||||||
| March 31, 2021 | $ | 7,575 | 2,915 | 108 | (2,981) | $ | 7,617 | |||||||||||||||||||||||||
| March 31, 2022 | $ | 7,617 | 4,217 | (3) | (1,870) | $ | 9,961 | |||||||||||||||||||||||||
| March 31, 2023 | $ | 9,961 | 1,776 | 10 | (2,403) | $ | 9,344 | |||||||||||||||||||||||||
Deferred Revenue
Deferred revenue consists of amounts billed in excess of revenue recognized. Deferred revenues are subsequently recorded as revenue when earned in accordance with the Company’s revenue recognition policies.
Deferred Commissions, net -
The Company capitalizes incremental costs to acquire contracts and amortizes them on a straight-line basis over the expected period of benefit, which we have determined to be four years. Net capitalized costs of $6.8 million and $8.0 million were recognized as a reduction of operating expense for the years ended March 31, 2023 and 2022, respectively. We did not recognize any impairment charges in fiscal 2023, 2022, or 2021.
Property and Equipment -
Property and equipment are stated at cost. Depreciation and amortization are calculated on the straight-line method over the estimated useful lives of the assets as follows: leasehold improvements, 2 - 5 years; data processing equipment, 2 - 5 years, and office furniture and other equipment, 3 - 7 years.
Operating Leases -
Right-of-use ("ROU") assets represent the Company's right to control the use of an identified asset for a period of time, or term, in exchange for consideration, and operating lease liabilities represent its obligation to make lease payments arising from the aforementioned right.
F-33
The Company determines if an arrangement is, or contains, 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 ROU assets and lease liabilities and related expense is recorded as incurred. ROU assets and lease liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. As the rate implicit for each of the Company's leases is not readily determinable, 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. ROU assets also include any initial direct costs and any lease payments made prior to the lease commencement date and are reduced by any lease incentives received. ROU assets are included in other assets in the consolidated balance sheets. Short-term lease liabilities are included in other accrued expenses and long-term lease liabilities are included in other liabilities in the consolidated balance sheets. ROU assets are amortized on a straight-line basis as operating lease cost in the consolidated statements of operations.
Business Combinations –
We apply the provisions of ASC 805, Business Combinations, in accounting for acquisitions. ASC 805 requires us to determine if assets or a business was acquired. If a business was acquired, it requires us to recognize separately from goodwill the fair value of the assets acquired and the liabilities assumed at the acquisition date. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments resulting from new information about facts and circumstances that existed at the acquisition date and falls within the measurement period to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.
Goodwill -
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business acquisitions accounted for LiveRampusing the acquisition method of accounting and is not amortized. Goodwill is measured and tested for impairment on an annual basis in the first quarter of the Company's fiscal year in accordance with ASC 350, Intangibles-Goodwill and Other, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such events and changes may include significant changes in performance related to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in our business strategy.
Our test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. For the purposes of impairment testing, we have determined that we have three reporting units. We completed our annual impairment test during the first quarter of fiscal 2023 and assessed whether there were any triggering events quarterly. We did not recognize any goodwill impairment charges in fiscal 2023, 2022 or 2021.
Intangible Assets -
We amortize intangible assets with finite lives over their estimated useful lives and review them for impairment whenever an impairment indicator exists. We continually monitor events and changes in circumstances that could indicate carrying amounts of our long-lived assets, including our intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess recoverability by determining whether the carrying value of such assets will be recovered through the undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on any excess of the carrying amount over the fair value of the assets. We did not recognize any intangible asset impairment charges in fiscal 2023, 2022 or 2021.
F-34
During fiscal 2023, our intangible assets were amortized over their estimated useful lives ranging from two years to six years. Amortization is based on the pattern in which the economic benefits of the intangible asset will be consumed or on a straight-line basis when the consumption pattern is not apparent. The weighted average useful lives of our intangible assets were as follows:
| Weighted Average Useful Life (years) | ||||||||
| Developed technology | 3.9 | |||||||
| Customer relationships | 5.3 | |||||||
| Publisher and Data Supply relationships | 4.0 | |||||||
Impairment of Long-lived Assets -
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company considers factors such as operating losses, declining outlooks, and business conditions when evaluating the necessity for an impairment analysis. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Fair Value of Financial Instruments -
We apply the provisions of ASC 820, Fair Value Measurement, to our assets and liabilities that we are required to measure at fair value pursuant to other accounting standards. The additional disclosure regarding our fair value measurements is included in Note 18 - Fair Value of Financial Instruments.
Concentration of Credit Risk and Significant Customers -
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable.
The Company's cash and cash equivalents are held in federally insured financial institutions. Although the Company's deposits may exceed federally insured limits, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
The Company has no significant off-balance sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements.
The Company’s trade accounts receivables are from a large number of customers. Accordingly, the Company’s credit risk is affected by general economic conditions.
At March 31, 2023, there were no customers that represented more than 10% of the trade accounts receivable balance. Our ten largest clients represented approximately 29% of our revenues in fiscal year 2023. One client, The Interpublic Group of Companies, accounted for 12% of our revenues in fiscal year 2023.
Income Taxes -
The Company and its domestic subsidiaries file a consolidated federal income tax return. The Company’s foreign subsidiaries file separate income tax returns in the countries in which their operations are based.
F-35
The Company makes estimates and judgments in determining the provision for income taxes for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits, and deductions, and in the calculation of certain deferred tax assets and liabilities that arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties related to uncertain tax positions. Significant changes in these estimates may result in an increase or decrease to the tax provision in a subsequent period. The Company assesses the likelihood that it will be able to recover its deferred tax assets. If recovery is not likely, the Company increases the provision for taxes by recording a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable.
The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process pursuant to ASC 740, Income Taxes. The first step is to evaluate the tax position for recognition by determining whether the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. If the Company determines that a tax position will more likely than not be sustained on audit, the second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company must determine the probability of various outcomes.
The Company re-evaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors such as changes in facts or circumstances, changes in tax law, new audit activity, and effectively settled issues. Determining whether an uncertain tax position is effectively settled requires judgment. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.
Foreign Currency -
The reporting currency of the Company is the U.S. dollar. The functional currency of our foreign operations generally is the applicable local currency for each foreign subsidiary. The balance sheets of the Company’s foreign subsidiaries are translated at period-end rates of exchange, and the statements of operations are translated at the average exchange rate for the period. The effects of foreign currency translation adjustments are included in accumulated other comprehensive income (loss) in the consolidated statements of equity and comprehensive income (loss). We reflect net foreign exchange transaction gains and losses, resulting from the conversion of the transaction currency to functional currency, as a component of foreign currency exchange gain (loss) in total other income (expense) in the consolidated statements of operations.
Advertising Expense -
Advertising costs are expensed as incurred. Advertising expense was approximately $272.7$12.9 million, $10.5 million, and $7.0 million for the fiscal years ended March 31, 2023, 2022 and 2021, respectively. Advertising expense is included in operating expenses in the consolidated statements of operations.
Legal Contingencies -
We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant matter and assess our potential financial exposure. We accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. Note 13 - Commitments and Contingencies provides additional information regarding certain of our legal contingencies.
Stock-Based Compensation -
The Company records stock-based compensation expense according to the provisions of ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations over the service period of the award based on their fair values. Under the provisions of ASC Topic 718, the Company determines the appropriate fair value model to be used for valuing stock-based payments and the amortization method for compensation cost.
F-36
The Company has stock option plans and equity compensation plans (collectively referred to as the “stock-based plans”) administered by the compensation committee of the board of directors (“compensation committee”) under which consistedoptions and restricted stock units were outstanding as of March 31, 2023.
The Company’s equity compensation plan provides that all employees (employees, officers, directors, affiliates, independent contractors or consultants) are eligible to receive awards (grant of any option, stock appreciation right, restricted stock award, restricted stock unit award, performance award, performance share, performance unit, qualified performance-based award, or other stock unit award) under the plan with the terms and conditions applicable to an award set forth in applicable grant documents.
Incentive stock option awards granted under the stock-based plans cannot be granted with an exercise price less than 100% of the per-share market value of the Company’s shares at the date of grant and have a maximum duration of ten years from the date of grant. Board policy currently requires that non-qualified options also must be priced at or above 100% of the fair market value of the common stock at the time of grant with a maximum duration of ten years.
Restricted stock units may be issued under the equity compensation plan and represent the right to receive shares in the future by way of an award agreement that includes vesting provisions. Award agreements can further provide for forfeitures triggered by certain prohibited activities, such as breach of confidentiality. All restricted stock units are expensed over the vesting period and adjusted for forfeitures as incurred. The vesting of some restricted stock units is subject to the Company’s achievement of certain performance criteria, as well as the individual remaining employed by the Company for a period of years.
The Company receives income tax deductions because of the exercise of non-qualified stock options and the vesting of other stock-based awards. To the extent the income tax deductions differ from the corresponding stock-based compensation expense, such excess tax benefits and deficiencies are included as a component of income tax expense and reflected as an operating cash flow included in changes in operating assets and liabilities.
Restructuring –
The Company records costs associated with employee terminations and other exit activity in accordance with ASC 420, Exit or Disposal Cost Obligations, depending on whether the costs relate to exit or disposal activities under the accounting standards, or whether they are other post-employment termination benefits. Under applicable accounting standards for exit or disposal costs, the Company records employee termination benefits as an operating expense when the benefit arrangement is communicated to the employee and no significant future services are required. Under the accounting standards related to post employment termination benefits, the Company records employee termination benefits when the termination benefits are probable and can be estimated. The Company recognizes the present value of facility lease termination obligations, net of estimated sublease income and other exit costs, when the Company has future payments with no future economic benefit or a commitment to pay the termination costs of a prior commitment. In future periods, the Company will record accretion expense to increase the liability to an amount equal to the estimated future cash payments necessary to exit the leases. This requires judgment and management estimation to determine the expected time frame for securing a subtenant, the amount of sublease income to be received and the appropriate discount rate to calculate the present value of the future cash flows. Should actual lease exit costs differ from estimates, the Company may be required to adjust the restructuring charge within gains, losses and other items, net in the consolidated statement of operations in the period any adjustment is recorded.
F-37
| Accounting Pronouncements Adopted During the Current Year - | |||||||||||
| Standard | Description | Date of Adoption | Effect on Financial Statements or Other Significant Matters | ||||||||
Accounting Standard Update (“ASU”) 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers | ASU 2021-08 requires companies to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue recognition guidance as if the acquirer had entered into the original contract at the same time, and on the same terms, as the acquiree. Generally, this will result in the acquirer recognizing contract assets and liabilities at the same amounts recorded by the acquiree as of the acquisition date. Under the previous standard, an acquirer generally recognizes such items at fair value on the acquisition date. This update is effective for fiscal years beginning after December 15, 2022 with early adoption permitted. | April 1, 2022 | The adoption of this standard did not have a material impact on our consolidated financial statements and related disclosures. | ||||||||
| Recent accounting pronouncements not yet adopted - | |||||||||||
| Standard | Description | Date of Adoption | Effect on Financial Statements or Other Significant Matters | ||||||||
| There are no material accounting pronouncements applicable to the Company not yet adopted | |||||||||||
F-38
2. 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):
| Year ended March 31, | ||||||||||||||||||||
| Primary Geographical Markets | 2023 | 2022 | 2021 | |||||||||||||||||
| United States | $ | 556,219 | $ | 495,765 | $ | 415,976 | ||||||||||||||
| Europe | 32,210 | 26,373 | 22,515 | |||||||||||||||||
| Asia-Pacific ("APAC") | 7,470 | 6,519 | 4,535 | |||||||||||||||||
| Other | 684 | — | — | |||||||||||||||||
| $ | 596,583 | $ | 528,657 | $ | 443,026 | |||||||||||||||
| Major Offerings/Services | ||||||||||||||||||||
| Subscription | $ | 482,807 | $ | 428,617 | $ | 356,597 | ||||||||||||||
| Marketplace and Other | 113,776 | 100,040 | 86,429 | |||||||||||||||||
| $ | 596,583 | $ | 528,657 | $ | 443,026 | |||||||||||||||
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 consolidated financial statements. The amount of fixed revenue not yet recognized was $470.9 million as of March 31, 2023, of which $337.6 million will be recognized over the next twelve months. The Company expects to recognize revenue on substantially all of these remaining performance obligations by March 31, 2027.
3. LEASES:
Right-of-use assets and lease liabilities balances consist of the following (dollars in thousands):
| March 31, 2023 | March 31, 2022 | |||||||||||||
| Right-of-use assets included in other assets, net | $ | 24,604 | $ | 59,459 | ||||||||||
| Short-term lease liabilities included in other accrued expenses | $ | 9,929 | $ | 8,984 | ||||||||||
| Long-term lease liabilities included in other liabilities | $ | 37,243 | $ | 52,241 | ||||||||||
| Supplemental balance sheet information: | ||||||||||||||
| Weighted average remaining lease term | 5.6 years | 6.4 years | ||||||||||||
| Weighted average discount rate | 3.5 | % | 3.6 | % | ||||||||||
| July 1, 2014 | ||||
| Cash, net of $12.0 million cash acquired | $ | 234,672 | ||
| Restricted cash held in escrow | 31,000 | |||
| Fair value of stock options issued included in purchase price | 6,978 | |||
| Total fair value of consideration transferred | $ | 272,650 | ||
The Company leases its office facilities under non-cancellable operating leases that expire at various dates through fiscal 2030. 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 $11.6 million, $11.6 million, and $11.6 million for the twelve months ended March 31, 2023, 2022, and 2021, respectively.
F-39
During the twelve months ended March 31, 2023, the Company recorded $24.6 million of right-of-use asset impairment charges and $2.9 million of non-lease component restructuring charges that are included in gains, losses and other items, net in the consolidated statements of operations related to the exit from certain leased office facilities. Please refer to Note 4, Restructuring, Impairment and Other Charges for further details.
Future minimum payments under all operating leases (including operating leases with a duration of one year or less) as of March 31, 2023 are as follows (dollars in thousands):
| Amount | ||||||||
| Fiscal 2024 | $ | 10,090 | ||||||
| Fiscal 2025 | 9,116 | |||||||
| Fiscal 2026 | 8,283 | |||||||
| Fiscal 2027 | 8,017 | |||||||
| Fiscal 2028 | 8,238 | |||||||
| Thereafter | 8,346 | |||||||
| Total undiscounted lease commitments | 52,090 | |||||||
| Less: Interest and short-term leases | 4,918 | |||||||
| Total discounted operating lease liabilities | $ | 47,172 | ||||||
Future minimum payments as of March 31, 2023 related to restructuring plans as a result of the Company's exit from certain leased office facilities (see Note 4) are as follows (dollars in thousands): Fiscal 2024: $2,698; Fiscal 2025: $2,698; and Fiscal 2026: $1,799.
4. RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES:
Restructuring activities result in various costs, including asset write-offs, right of use ("ROU") asset group impairments, exit charges including severance, contract termination fees, and decommissioning and other costs.
A reconciliation of the beginning and ending restructuring liabilities is shown below for the twelve months ended March 31, 2023, 2022 and 2021. The restructuring charges and adjustments are included in gains, losses and other items, net in the consolidated statements of operations. The reserve balances are included in other accrued expenses and other liabilities in the consolidated balance sheets (dollars in thousands).
| Employee-related reserves | Lease accruals | Total | ||||||||||||||||||
| Balances at March 31, 2020 | 450 | 6,243 | 6,693 | |||||||||||||||||
| Restructuring charges and adjustments | 1,663 | 62 | 1,725 | |||||||||||||||||
| Payments | (1,288) | (2,387) | (3,675) | |||||||||||||||||
| Balances at March 31, 2021 | $ | 825 | $ | 3,918 | $ | 4,743 | ||||||||||||||
| Restructuring charges and adjustments | — | (19) | (19) | |||||||||||||||||
| Payments | (778) | (872) | (1,650) | |||||||||||||||||
| Balances at March 31, 2022 | $ | 47 | $ | 3,027 | $ | 3,074 | ||||||||||||||
| Restructuring charges and adjustments | 7,792 | 2,946 | 10,738 | |||||||||||||||||
| Payments | (7,080) | (1,100) | (8,180) | |||||||||||||||||
| Balances at March 31, 2023 | $ | 759 | $ | 4,873 | $ | 5,632 | ||||||||||||||
Employee-related Restructuring Plans
During the twelve months ended March 31, 2023, the Company recorded a total of $7.8 million in employee-related restructuring charges and adjustments. The expense included severance and other employee-related charges primarily in the United States. Of the $7.8 million employee-related charges, $0.8 million remained accrued as of March 31, 2023 and are expected to be paid out during fiscal 2024.
F-40
In fiscal 2021, the Company recorded a total of $1.7 million in employee-related restructuring charges and adjustments. The expense included severance and other employee-related charges in the United States and Europe. Of the associate-related charges of $1.7 million, final amounts were paid out during fiscal 2023.
Lease-related Impairments and Restructuring Plans
In fiscal 2023, the Company initiated a restructuring plan to lower its operating expenses by reducing its global real estate footprint. As part of this plan, we exited a total of eight leased office spaces. Of that, five were in the United States: one located in Boston, one located in Philadelphia, one located in Phoenix, and two floors of leased office space in San Francisco. The three remaining spaces were in Europe: one located in the Netherlands, one floor of leased office space in London, England, and one floor of leased office space in Paris, France.
Based on a comparison of undiscounted cash flows to the ROU asset group of each exited lease, the Company determined that each of the ROU asset groups were impaired, driven largely by the difference between the existing lease terms and rates on the Company’s leases and the expected sublease terms and rates available in the market. This resulted in an impairment charge of $24.6 million which reflects the excess of the ROU asset group book value over its fair value, which was determined based on estimates of future discounted cash flows and is classified as Level 3 in the fair value hierarchy. The lease impairment charges included impairments of the stock options issued byoperating lease ROU assets of $20.5 million, and the associated furniture, equipment, and leasehold improvements of $4.1 million. Additionally, the Company was determined using a binomial lattice approach (see note 12). The total fair value of the stock options issued was $30.5recorded $2.9 million of which $7.0 million was allocatedin lease-related restructuring charges and adjustments that covered other obligations related to the purchase considerationleased office space in San Francisco and $23.5Phoenix. Of the $2.9 million was allocated to future serviceslease-related charges, $2.7 million remained accrued as of March 31, 2023 and will be expensedsatisfied over the remaining service periods on a straight-line basis, netremainder of any forfeitures.the San Francisco and Phoenix properties' lease terms, which continues through April 2029.
The following table summarizes the activity included in gains, losses and other items, net in the consolidated statements of operations for each of the periods presented (dollars in thousands):
| Year ended March 31, | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||||||||||||||
| Employee-related restructuring plan charges and adjustments | $ | 7,792 | $ | (19) | $ | 1,725 | ||||||||||||||||||||||||||
| Lease-related restructuring plan charges and adjustments | 2,946 | — | — | |||||||||||||||||||||||||||||
| Early contract terminations | — | 1,042 | — | |||||||||||||||||||||||||||||
| ROU asset group impairments | 24,599 | — | — | |||||||||||||||||||||||||||||
| Other | (21) | 456 | 990 | |||||||||||||||||||||||||||||
| $ | 35,316 | $ | 1,479 | $ | 2,715 | |||||||||||||||||||||||||||
F-41
5. ACQUISITIONS:
Rakam
On December 13, 2021, the Company completed the acquisition of certain technology assets owned by Rakam, Inc. ("Rakam") for approximately $2.2 million in cash (including a holdback amount of $0.2 million included in other accrued expenses in the consolidated balance sheet - see Note 11). The technology asset is a cloud-agnostic customer data analytics platform that is deployed direct in the client's data warehouse. The purchased technology has been embedded into the Company's platform, enabling us to provide a single, unified segmentation solution and enable our clients to generate real-time insights and create custom audiences wherever their data resides.
The Company concluded the acquired assets did not meet the definition of a business under ASU 2017-01, "Clarifying the Definition of a Business," and therefore has accounted for the acquisition as an asset acquisition. The purchased asset was recorded as a $2.2 million developed technology intangible asset included in other assets, net in the consolidated balance sheet and is being amortized over a period of three years based on its estimated useful life.
In connection with acquisition, the Company extended employment agreements and granted $2.6 million of restricted stock units to two key Rakam employees that will be recorded as non-cash stock compensation (see Note 14). The restricted stock units vest over four years and were not considered part of the asset purchase price as they require future service and continued employment by those individuals to vest.
Diablo
On April 21, 2021, the Company completed the acquisition of Diablo.ai, Inc. ("Diablo"), a first-party data resolution platform and graph builder, for approximately $9.7 million in cash (including a holdback amount of $1.2 million included in other accrued expenses in the consolidated balance sheet - see Note 11). The acquisition also included $1.9 million of assumed restricted stock awards that are recorded as non-cash stock compensation over a period of three years (see Note 14). Diablo's technology has been embedded into our unified platform and plays an integral role in our global identity capability. The Company omitted pro forma disclosures related to this acquisition as the pro forma effect of this acquisition was not material. The results of operations for this acquisition are included in the Company's consolidated results beginning April 21, 2021.
The following table summarizes the fair valuesvalue of assets acquired and liabilities assumed as of the date of the acquisition (dollars in thousands):
| April 21, 2021 | ||||||||
| Assets acquired: | ||||||||
| Cash | $ | 131 | ||||||
| Goodwill | 6,807 | |||||||
| Intangible assets | 3,500 | |||||||
| Total assets acquired | 10,438 | |||||||
| Deferred income taxes | (505) | |||||||
| Accounts payable and accrued expenses | (65) | |||||||
| Net assets acquired | 9,868 | |||||||
| Less: | ||||||||
| Cash acquired | (131) | |||||||
| Net purchase price allocated | 9,737 | |||||||
| Less: | ||||||||
| Cash held back | (1,200) | |||||||
| Net cash paid in acquisition | 8,537 | |||||||
| July 1, 2014 | ||||
| Assets acquired: | ||||
| Cash | $ | 12,016 | ||
| Trade accounts receivable | 5,206 | |||
| Deferred income tax assets | 10,444 | |||
| Goodwill | 213,093 | |||
| Developed technology (Software) | 40,000 | |||
| Other intangible assets (Other assets, net) | 26,500 | |||
| Other current and noncurrent assets | 1,306 | |||
| 308,565 | ||||
| Deferred income tax liabilities | (18,945 | ) | ||
| Accounts payable, accrued expenses and deferred revenue | (4,954 | ) | ||
| Net assets acquired | 284,666 | |||
| Less: | ||||
| Cash acquired | 12,016 | |||
| Net purchase price allocated | $ | 272,650 | ||
| Less: | ||||
| Fair value of stock options issued included in purchase price | 6,978 | |||
| Net cash paid | $ | 265,672 | ||
F-42
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the development of future technology and products relatedproducts. The goodwill balance is not deductible for U.S. income tax purposes. The amount allocated to intangible assets in the table is developed technology with a useful life of three years.
DataFleets
On February 17, 2021, the Company acquired DataFleets, Ltd. ("DataFleets"), a cloud data platform that enables data silos to be unified without moving data or compromising privacy. This acquisition expands LiveRamp's data protection capabilities to unlock greater data access and control for its customers. In addition, the deal opens up new use cases as well as new markets for distributed data collaboration. The Company has included the financial results of DataFleets in the consolidated financial statements as of February 17, 2021. The acquisition date fair value of the consideration for DataFleets was approximately $67.2 million, which consisted of the following (dollars in thousands):
| Cash, net of $2.1 million cash acquired | 58,264 | |||||||
| Restricted cash held in escrow | 8,900 | |||||||
| Total fair value of consideration transferred | $ | 67,164 | ||||||
On the acquisition date, the Company delivered $8.9 million of cash to an escrow agent according to the onboardingterms of customer data into digital marketing applications, developmentthe purchase agreement. The principal escrow was owned by the Company until the funds were delivered to the DataFleets sellers in the fourth quarter of fiscal 2022. All interest and earnings on the principal escrow amount remained the property of the Company.
The total fair value of replacement stock options issued was $2.9 million for future customer relationships,services and LiveRamp's assembled workforce.is being expensed over the future requisite service periods.
In connection with the DataFleets acquisition, the Company agreed to pay $18.1 million to certain key employees (see Note 14). The consideration holdback is payable in three 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 based on the market price of the shares on the date of issuance. The consideration holdback is not part of the 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.
F-43
The following table summarizes the fair values assigned tovalue of assets acquired and liabilities assumed as of the date of acquisition (dollars in thousands):
| February 17, 2021 | ||||||||
| Assets acquired: | ||||||||
| Cash | $ | 2,099 | ||||||
| Goodwill | 56,436 | |||||||
| Intangible assets | 11,400 | |||||||
| Other current and noncurrent assets | 1,119 | |||||||
| Total assets acquired | 71,054 | |||||||
| Deferred income taxes | (1,716) | |||||||
| Accounts payable and accrued expenses | (75) | |||||||
| Net assets acquired | 69,263 | |||||||
| Less: | ||||||||
| Cash acquired | (2,099) | |||||||
| Net purchase price allocated | 67,164 | |||||||
| Less: | ||||||||
| Restricted cash held in escrow | (8,900) | |||||||
| Net cash paid in acquisition | $ | 58,264 | ||||||
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and liabilities assumed were based on preliminary calculations and valuations and on management's estimates and assumptions and were based onis primarily attributed to expectations to the information that was available asdevelopment of the date of the acquisition. Goodwillfuture technology. The goodwill balance is not expected to be deductible for U.S. income tax purposes.
The amounts allocated to other intangible assets in the table above included developed technology and customer relationships and a relationships/trade name. Intangible assets will beare being amortized on a straight-line basis over the estimated useful lives of 2 to 6 years.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 | $ | 11,000 | 4 | |||||||||||
| Customer relationships/trade names | 400 | 2 | ||||||||||||
| Total intangible assets | $ | 11,400 | ||||||||||||
| Fair value | Useful life (in years) | |||||||
| Developed technology | $ | 40,000 | 4 | |||||
| Customer relationships | 25,000 | 6 | ||||||
| Trade name | 1,500 | 2 | ||||||
| Total intangible assets subject to amortization | $ | 66,500 | ||||||
The Company's consolidated statements of operations for fiscal 2015 included revenue and net loss of $27.0 million and $16.5 million, respectively, attributable to LiveRamp since the acquisition.
| 2015 | 2014 | |||||||
| Revenues | $ | 811,619 | $ | 824,393 | ||||
| Net loss attributable to Acxiom | $ | (33,797 | ) | $ | (40,268 | ) | ||
| Diluted loss per share | $ | (0.44 | ) | $ | (0.54 | ) | ||
Acuity Data
On July 16, 2020, the Company completed the acquisition of Acuity Data ("Acuity"), a team of global retail and assumptions, which we believe are reasonable. They were not the resultsconsumer 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 have been realized had we been a combined company during the periods presented and are not necessarily indicative of our consolidated results of operations in future periods. The pro forma results include adjustments primarily related to purchase accounting adjustments, including amortization expense of $3.7 million and $14.9 million for fiscal years 2015 and 2014, respectively, related to acquired intangible assets,be recorded as non-cash stock-based compensation expense if achieved. The acquisition strengthens the retail analytics capabilities of approximately $5.0 millionour data collaboration platform by enabling better reporting, insights, and $21.3 millioncollaboration for fiscal years 2015retailers and 2014, respectively, related to unvested stock optionsCPG companies, bridging the gap between trade and restricted stock units issued to former LiveRamp employees,media by bringing consumers' digital signals and retail transaction data together in a privacy-conscious manner.
F-44
The following table summarizes the related income tax effects as though the acquisition occurredfair value of assets acquired and liabilities assumed as of the beginningdate of the Company's fiscal years 2015 and 2014.
| 2016 | 2015 | 2014 | ||||||||||
| Developed technology assets, gross (Software) | $ | 42,850 | $ | 42,524 | $ | 2,537 | ||||||
| Accumulated amortization | (17,950 | ) | (9,924 | ) | (2,349 | ) | ||||||
| Net developed technology assets | $ | 24,900 | $ | 32,600 | $ | 188 | ||||||
| Customer/trademark assets, gross (Other assets) | $ | 35,466 | $ | 34,166 | $ | 7,674 | ||||||
| Accumulated amortization | (16,263 | ) | (11,265 | ) | (7,393 | ) | ||||||
| Net customer/trademark assets | $ | 19,203 | $ | 22,901 | $ | 281 | ||||||
| Total intangible assets, gross | $ | 78,316 | $ | 76,690 | $ | 10,211 | ||||||
| Total accumulated amortization | (34,213 | ) | (21,189 | ) | (9,742 | ) | ||||||
| Net intangible assets | $ | 44,103 | $ | 55,501 | $ | 469 | ||||||
| Amortization expense | $ | 15,467 | $ | 11,447 | $ | 340 | ||||||
| July 16, 2020 | ||||||||
| Assets acquired: | ||||||||
| Cash | $ | 184 | ||||||
| Trade accounts receivable | 156 | |||||||
| Goodwill | 2,011 | |||||||
| Intangible assets | 1,100 | |||||||
| Other current and noncurrent assets | 43 | |||||||
| Total assets acquired | 3,494 | |||||||
| Deferred income taxes | (288) | |||||||
| Accounts payable and accrued expenses | (89) | |||||||
| Net assets acquired | 3,117 | |||||||
| Less: | ||||||||
| Cash acquired | (184) | |||||||
| Net cash paid | $ | 2,933 | ||||||
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets inacquired was recorded as goodwill and is primarily attributed to the table above have remaining amortizable periods over the next five years.
6. DISCONTINUED OPERATIONS:
| 2016 | 2015 | 2014 | ||||||||||
| Major classes of line items constituting earnings from discontinued operations, net of tax: | ||||||||||||
| Revenues | $ | 69,410 | $ | 215,148 | $ | 257,125 | ||||||
| Cost of revenue | 50,837 | 167,524 | 186,699 | |||||||||
| Gross profit | 18,573 | 47,624 | 70,426 | |||||||||
| Operating expenses: | ||||||||||||
| Sales and marketing | 1,192 | 2,771 | 2,015 | |||||||||
| General and administrative | 6,053 | 10,736 | 14,749 | |||||||||
| Gain on sale of discontinued operations | (9,349 | ) | - | - | ||||||||
| Gains, losses and other items, net | 367 | 2,037 | 4,746 | |||||||||
| Total operating expenses | (1,737 | ) | 15,544 | 21,510 | ||||||||
| Income from discontinued operations | 20,310 | 32,080 | 48,916 | |||||||||
| Interest expense | (681 | ) | (2,378 | ) | (3,000 | ) | ||||||
| Other, net | (230 | ) | (334 | ) | 3 | |||||||
| Earnings from discontinued operations before income taxes | 19,399 | 29,368 | 45,919 | |||||||||
| Income taxes | 3,598 | 11,973 | 17,587 | |||||||||
| Earnings from discontinued operations, net of tax | $ | 15,801 | $ | 17,395 | $ | 28,332 | ||||||
March 31, 2016 | March 31, 2015 | |||||||
| Trade accounts receivable, net | $ | - | $ | 35,743 | ||||
| Deferred income taxes | - | 2,762 | ||||||
| Other current assets | - | 10,707 | ||||||
| Property and equipment, net of accumulated depreciation and amortization | - | 44,336 | ||||||
| Goodwill | - | 71,508 | ||||||
| Purchased software licenses, net of accumulated amortization | - | 3,943 | ||||||
| Other assets, net | - | 3,173 | ||||||
| Assets from discontinued operations | $ | - | $ | 172,172 | ||||
| Current installments of long-term debt | $ | - | $ | 653 | ||||
| Trade accounts payable | - | 8,857 | ||||||
| Accrued expenses | - | 7,480 | ||||||
| Deferred revenue | - | 3,658 | ||||||
| Long-term debt | - | 6,684 | ||||||
| Deferred income taxes | - | 22,716 | ||||||
| Other liabilities | - | 6,377 | ||||||
| Liabilities from discontinued operations | $ | - | $ | 56,425 | ||||
| 2016 | 2015 | 2014 | ||||||||||
| Revenues | $ | - | $ | 8,484 | $ | 35,267 | ||||||
| Earnings (loss) from discontinued operations before income taxes | $ | (450 | ) | $ | 4 | $ | (2,189 | ) | ||||
| Loss on sale of discontinued operations before income taxes | - | (1,888 | ) | - | ||||||||
| Income taxes | - | - | - | |||||||||
| Loss from discontinued operations, net of tax | $ | (450 | ) | $ | (1,884 | ) | $ | (2,189 | ) | |||
March 31, 2016 | March 31, 2015 | |||||||
| Trade accounts receivable, net | $ | - | $ | 112 | ||||
| Assets from discontinued operations | $ | - | $ | 112 | ||||
| Other accrued expenses | - | 1,008 | ||||||
| Liabilities from discontinued operations | $ | - | $ | 1,008 | ||||
7. OTHER CURRENT AND NONCURRENT ASSETS:
Other current assets consist of the following (dollars in thousands):
| March 31, 2023 | March 31, 2022 | |||||||||||||
| Prepaid expenses and other | $ | 18,918 | $ | 13,947 | ||||||||||
| Assets of non-qualified retirement plan | 12,110 | 15,528 | ||||||||||||
| Other current assets | $ | 31,028 | $ | 29,475 | ||||||||||
March 31, 2016 | March 31, 2015 | |||||||
| Prepaid expenses | $ | 25,313 | $ | 20,684 | ||||
| Assets of non-qualified retirement plan | 12,532 | 14,174 | ||||||
| Other miscellaneous assets | 52 | 117 | ||||||
| Other current assets | $ | 37,897 | $ | 34,975 | ||||
F-45
Other noncurrent assets consist of the following (dollars in thousands):
| March 31, 2023 | March 31, 2022 | |||||||||||||
| Long-term prepaid revenue share | $ | 9,659 | $ | 13,468 | ||||||||||
| Right-of-use assets (see Note 3) | 24,604 | 59,459 | ||||||||||||
| Deferred tax asset | 1,253 | 1,224 | ||||||||||||
| Deposits | 3,452 | 4,486 | ||||||||||||
| Strategic investments | 1,600 | 5,700 | ||||||||||||
| Other miscellaneous noncurrent assets | 477 | 877 | ||||||||||||
| Other assets, net | $ | 41,045 | $ | 85,214 | ||||||||||
March 31, 2016 | March 31, 2015 | |||||||
| Acquired intangible assets, net | $ | 19,203 | $ | 22,901 | ||||
| Deferred data acquisition costs | 1,644 | 2,347 | ||||||
| Deferred expenses | 883 | 1,976 | ||||||
| Prepaid expenses | 1,404 | 1,556 | ||||||
| Other miscellaneous noncurrent assets | 2,181 | 1,393 | ||||||
| Noncurrent assets | $ | 25,315 | $ | 30,173 | ||||
Marketing Services and Audience Solutions | Marketing Services | Audience Solutions | Connectivity | Total | ||||||||||||||||
| Balance at March 31, 2014 | $ | 286,876 | $ | - | $ | - | $ | - | $ | 286,876 | ||||||||||
| Acquisition of LiveRamp | 213,093 | - | - | - | 213,093 | |||||||||||||||
| Change in foreign currency translation adjustment | (2,607 | ) | - | - | - | (2,607 | ) | |||||||||||||
| Balance at March 31, 2015 | $ | 497,362 | $ | - | $ | - | $ | - | $ | 497,362 | ||||||||||
| Brazil Impairment | (502 | ) | - | - | - | (502 | ) | |||||||||||||
| Reallocation of segments | (496,860 | ) | 124,627 | 277,516 | 94,717 | - | ||||||||||||||
| Acquisition of Allant | - | - | 1,377 | - | 1,377 | |||||||||||||||
| APAC Audience Solutions Impairment | - | (5,413 | ) | (5,413 | ) | |||||||||||||||
| Change in foreign currency translation adjustment | - | (41 | ) | (50 | ) | 12 | (79 | ) | ||||||||||||
| Balance at March 31, 2016 | $ | - | $ | 124,586 | $ | 273,430 | $ | 94,729 | $ | 492,745 | ||||||||||
In conjunction with the July 2015 disposition of $120.1our former IT outsourcing business, we retained a profits interest previously recognized at $0.7 million and $114.2 millionwithin miscellaneous noncurrent assets at March 31, 2016 and 2015, respectively.
Marketing Services | Audience Solutions | Connectivity | Total | |||||||||||||
| U.S. | $ | 116,594 | $ | 273,430 | $ | 91,164 | $ | 481,188 | ||||||||
| APAC | 7,992 | - | 3,565 | 11,557 | ||||||||||||
| Balance at March 31, 2016 | $ | 124,586 | $ | 273,430 | $ | 94,729 | $ | 492,745 | ||||||||
8.PROPERTY AND EQUIPMENT:
Property and equipment some of which has been pledged as collateral for long-term debt, is summarized as follows (dollars in thousands):
| March 31, 2023 | March 31, 2022 | |||||||||||||
| Leasehold improvements | $ | 25,262 | $ | 28,224 | ||||||||||
| Data processing equipment | 6,537 | 7,001 | ||||||||||||
| Office furniture and other equipment | 7,594 | 9,776 | ||||||||||||
| 39,393 | 45,001 | |||||||||||||
| Less accumulated depreciation and amortization | 32,308 | 33,470 | ||||||||||||
| Property and equipment, net of accumulated depreciation and amortization | $ | 7,085 | $ | 11,531 | ||||||||||
March 31, 2016 | March 31, 2015 | |||||||
| Land | $ | 6,737 | $ | 6,737 | ||||
| Buildings and improvements | 222,868 | 202,439 | ||||||
| Data processing equipment | 261,101 | 245,538 | ||||||
| Office furniture and other equipment | 37,969 | 51,007 | ||||||
| 528,675 | 505,721 | |||||||
| Less accumulated depreciation and amortization | 345,632 | 329,467 | ||||||
| $ | 183,043 | $ | 176,254 | |||||
Depreciation expense on property and equipment (including amortization of property and equipment under capitalized leases) was $40.6$4.0 million, $35.5$5.4 million and $29.6$8.9 million for the fiscal yearstwelve months ended March 31, 2016, 20152023, 2022 and 2014,2021, respectively.
During the twelve months ended March 31, 2023, the Company recorded $4.1 million of impairment charges related to the exit from certain leased office facilities that are included in gains, losses and other items, net in the consolidated statements of operations. There were no impairment charges recorded during the twelve months ended March 31, 2022 and 2021.
F-46
9. GOODWILL:
Changes in goodwill for the twelve months ended March 31, 2023 and 2022 were as follows (dollars in thousands):
| Total | ||||||||
| Balance at March 31, 2021 | $ | 357,446 | ||||||
| Acquisition of Diablo | 7,012 | |||||||
| Change in foreign currency translation adjustment | (613) | |||||||
| Balance at March 31, 2022 | $ | 363,845 | ||||||
| Purchase price accounting adjustment related to acquisition of Diablo | (205) | |||||||
| Change in foreign currency translation adjustment | (524) | |||||||
| Balance at March 31, 2023 | $ | 363,116 | ||||||
Goodwill by geography as of March 31, 2023 was:
| Total | ||||||||
| U.S. | $ | 360,155 | ||||||
| APAC | 2,961 | |||||||
| Balance at March 31, 2023 | $ | 363,116 | ||||||
10. INTANGIBLE ASSETS:
The amounts allocated to intangible assets from acquisitions include developed technology, customer relationships, trade names, and publisher and data supply relationships. The following table shows the amortization activity of intangible assets (dollars in thousands):
| March 31, 2023 | March 31, 2022 | |||||||||||||
| Developed technology, gross | $ | 72,095 | $ | 84,146 | ||||||||||
| Accumulated amortization | (63,658) | (67,980) | ||||||||||||
| Net developed technology | $ | 8,437 | $ | 16,166 | ||||||||||
| Customer relationship/trade name, gross | $ | 34,384 | $ | 43,490 | ||||||||||
| Accumulated amortization | (33,953) | (40,582) | ||||||||||||
| Net customer/trade name | $ | 431 | $ | 2,908 | ||||||||||
| Publisher/data supply relationships, gross | $ | 16,000 | $ | 39,800 | ||||||||||
| Accumulated amortization | (15,000) | (32,156) | ||||||||||||
| Net publisher/data supply relationships | $ | 1,000 | $ | 7,644 | ||||||||||
| Total intangible assets, gross | $ | 122,479 | $ | 167,436 | ||||||||||
| Total accumulated amortization | (112,611) | (140,718) | ||||||||||||
| Total intangible assets, net | $ | 9,868 | $ | 26,718 | ||||||||||
Total amortization expense related to intangible assets was $16.8 million, $18.7 million and $18.0 million for the twelve months ended March 31, 2023, 2022 and 2021, respectively.
F-47
| Fiscal Year: | ||||||||
| 2024 | $ | 6,847 | ||||||
| 2025 | 3,021 | |||||||
| $ | 9,868 | |||||||
11. OTHER ACCRUED EXPENSES:
Other accrued expenses consist of the following (dollars in thousands):
March 31, 2016 | March 31, 2015 | |||||||
| Term loan credit agreement | $ | 185,000 | $ | 270,000 | ||||
| Other debt and long-term liabilities | 7,856 | 10,087 | ||||||
| Total long-term debt and capital leases | 192,856 | 280,087 | ||||||
| Less current installments | 32,243 | 32,232 | ||||||
| Less deferred debt financing costs | 2,716 | 3,102 | ||||||
| Long-term debt, excluding current installments and deferred debt financing costs | $ | 157,897 | $ | 244,753 | ||||
| March 31, 2023 | March 31, 2022 | |||||||||||||
| Liabilities of non-qualified retirement plan | $ | 12,110 | $ | 15,528 | ||||||||||
| Short-term lease liabilities (see Note 3) | 9,929 | 8,984 | ||||||||||||
| DPM acquisition consideration holdback (see Note 14) | — | 6,092 | ||||||||||||
| Acuity performance earnout liability (see Note 14) | 1,535 | 2,420 | ||||||||||||
| DataFleets consideration holdback (see Note 14) | 324 | 756 | ||||||||||||
| Diablo consideration holdback | — | 1,200 | ||||||||||||
| Rakam consideration holdback | 223 | 223 | ||||||||||||
| Other miscellaneous accrued expenses | 11,615 | 10,864 | ||||||||||||
| Other accrued expenses | $ | 35,736 | $ | 46,067 | ||||||||||
| Year ending March 31, | ||||
| 2017 | $ | 32,243 | ||
| 2018 | 39,820 | |||
| 2019 | 119,083 | |||
| 2020 | 1,362 | |||
| 2021 | 348 | |||
| $ | 192,856 | |||
| March 31, 2023 | March 31, 2022 | |||||||||||||
| Uncertain tax positions | $ | 23,427 | $ | 24,374 | ||||||||||
| Long-term lease liabilities (see Note 3) | 37,243 | 52,241 | ||||||||||||
| Lease restructuring accruals | 5,713 | 3,619 | ||||||||||||
| Deferred tax liabilities | 298 | 305 | ||||||||||||
| Other | 5,117 | 5,571 | ||||||||||||
| Other liabilities | $ | 71,798 | $ | 86,110 | ||||||||||
| 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 | ||||||||||||||||
| 2014: | ||||||||||||||||||||
| Allowance for doubtful accounts, returns and credits | $ | 4,105 | $ | 1,058 | $ | 117 | $ | (405 | ) | $ | 4,875 | |||||||||
| 2015: | ||||||||||||||||||||
| Allowance for doubtful accounts, returns and credits | $ | 4,875 | $ | 731 | $ | (288 | ) | $ | (895 | ) | $ | 4,423 | ||||||||
| 2016: | ||||||||||||||||||||
| Allowance for doubtful accounts, returns and credits | $ | 4,423 | $ | 3,673 | $ | 56 | $ | (890 | ) | $ | 7,262 | |||||||||
F-48
13. COMMITMENTS AND CONTINGENCIES:
Legal Matters
The Company is involved in various claims and legal proceedings.proceedings that arise in the ordinary course of business. Management routinely assesses the likelihood of adverse judgments or outcomes to these matters, as well as ranges of probable losses, to the extent losses are reasonably estimable. The Company records accruals for these matters to the extent that management concludes a loss is probable and the financial impact, should an adverse outcome occur, is reasonably estimable. These accruals are adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertinent to a particular matter. These accruals are reflected in the Company'sCompany’s consolidated financial statements. In management'smanagement’s opinion, the Company has made appropriate and adequate accruals for these matters, and management believes the probability of a material loss beyond the amounts accrued to be remote. However, the ultimate liability for these matters is uncertain, and if accruals are not adequate, an adverse outcome could have a material effect on the Company'sCompany’s consolidated financial condition or results of operations. The Company maintains insurance coverage above certain limits. There are currently no matters pending against
Commitments
The following table presents the Company’s purchase commitments at March 31, 2023. Purchase commitments primarily include contractual commitments for the purchase of data, hosting services, software-as-a-service arrangements and leasehold improvements. The table does not include the future payment of liabilities related to uncertain tax positions of $23.4 million as the Company or its subsidiaries foris not able to predict the periods in which the potential exposure is considered material to the Company's consolidated financial statements.payments will be made (dollars in thousands):
| For the years ending March 31, | ||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2025 | 2026 | 2027 | Total | ||||||||||||||||||||||||||||||||||||||||
| Purchase commitments | $ | 90,433 | $ | 75,931 | $ | 6,106 | $ | 675 | $ | 173,145 | ||||||||||||||||||||||||||||||||||
14. STOCKHOLDERS' EQUITY:EQUITY AND STOCK-BASED COMPENSATION:
The Company has authorized 200 million shares of $0.10 par value common stock and 1 million shares of $1.00 par value preferred stock. The board of directors of the Company may designate the relative rights and preferences of the preferred stock when and if issued. Such rights and preferences could include liquidation preferences, redemption rights, voting rights and dividends, and the shares could be issued in multiple series with different rights and preferences. The Company currentlyThere has no plans fornot been any preferred stock activity in the issuance of any shares of preferred stock.periods presented.
On August 29, 2011, the board of directors adopted a common stock repurchase program. That program was subsequently modified and expanded, most recently on May 19, 2015.December 20, 2022 to authorize an additional $100.0 million in share repurchases and extend the term of the existing common stock repurchase program. Under the modified common stock repurchase program, the Company may purchase up to $300.0 million$1.1 billion of its common stock through the period ending December 31, 2016.2024. During the fiscal year ended March 31, 2016,2023, the Company repurchased 2.66.1 million shares of its common stock for $52.8 million.$150.0 million under the stock repurchase program. During the fiscal year ended March 31, 2015,2022, the Company repurchased 0.51.3 million shares of its common stock for $9.9 million.$58.6 million under the stock repurchase program. During the fiscal year ended March 31, 2014,2021, the Company repurchased 2.01.3 million shares of its common stock for $52.7 million.$42.3 million under the stock repurchase program. Through March 31, 2016,2023, the Company has repurchased 15.535.6 million shares of its common stock for $255.2$882.2 million, leaving remaining capacity of $44.8$217.8 million under the stock repurchase program.
The Company paid no dividends on its common stock for any of the years reported.
F-49
The Company has stock option, and equity compensation, and stock purchase plans at March 31, 2016, for which a total of 28.945.0 million shares of the Company'sCompany’s common stock have been reserved for issuance since the inception of the plans. These plans provide that the exercise prices of qualified options will be at or above the fair market value of the common stock at the time of the grant. Board policy requires that nonqualified options also be priced at or above the fair market value of the common stock at the time of grant.
During fiscal 2023, the board of directors voted to amend the Amended and Restated 2005 Equity Compensation Plan (the "2005 Plan") to increase the number of shares available under the plan by 4.5 million shares. The amendment received shareholder approval at the August 9, 2022 annual shareholders' meeting (the "2022 Annual Meeting"), bringing the plan shares from 37.9 million shares at June 30, 2022 to 42.4 million shares beginning in the quarter ended September 30, 2022. The board of directors also voted to amend the LiveRamp Holdings, Inc. Employee Stock Purchase Plan (the "ESPP") to increase the number of shares available under the plan by 1.0 million shares. The amendment received shareholder approval at the 2022 Annual Meeting bringing the ESPP shares from 0.4 million shares at June 30, 2022 to 1.4 million shares beginning in the quarter ended September 30, 2022. These actions bring the total number of shares reserved for issuance since inception of all plans from 39.5 million shares at June 30, 2022 to 45.0 million shares beginning in the quarter ended September 30, 2022.
During fiscal 2023, the board of directors voted to further amend the Company's 2005 Plan. The 2005 Plan was amended to provide that, in the event of a participant’s retirement on or after age 65 with at least five years of service, awards held by the participant at retirement will continue to vest in accordance with their terms. This amendment to the 2005 Plan impacted stock-based compensation expense by accelerating $5.4 million of expense recognition into fiscal 2023 that would have otherwise been recognized over future reporting periods through the quarter ending December 31, 2025.
Stock-based Compensation Expense
The Company's stock-based compensation activity for the twelve months ended March 31, 2023, 2022, and 2021, by award type, was (dollars in thousands):
| Year ended March 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Stock options | $ | 968 | $ | 1,935 | $ | 2,308 | ||||||||||||||
| Restricted stock units | 111,943 | 56,008 | 78,164 | |||||||||||||||||
| Diablo restricted stock awards | 1,126 | 794 | — | |||||||||||||||||
| Data Plus Math ("DPM") acquisition consideration holdback | 2,031 | 8,122 | 8,030 | |||||||||||||||||
| Pacific Data Partners assumed performance plan | — | 9,101 | 18,388 | |||||||||||||||||
| Acuity performance plan | 815 | 1,912 | 2,208 | |||||||||||||||||
| DataFleets acquisition consideration holdback | 5,611 | 6,043 | 755 | |||||||||||||||||
| Employee stock purchase plan | 2,051 | 1,803 | 704 | |||||||||||||||||
| Directors stock-based compensation | 1,255 | 1,539 | 1,150 | |||||||||||||||||
| Total non-cash stock-based compensation included in the consolidated statements of operations | 125,800 | 87,257 | 111,707 | |||||||||||||||||
| Less expense related to liability-based equity awards | (8,449) | (16,077) | (27,311) | |||||||||||||||||
| Total non-cash stock-based compensation included in the consolidated statements of equity | $ | 117,351 | $ | 71,180 | $ | 84,396 | ||||||||||||||
F-50
The effect of stock-based compensation expense on income, by financial statement line item, was (dollars in thousands):
| Year ended March 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Cost of revenue | $ | 6,317 | $ | 4,111 | $ | 5,300 | ||||||||||||||
| Research and development | 55,407 | 32,112 | 38,960 | |||||||||||||||||
| Sales and marketing | 29,429 | 28,586 | 40,401 | |||||||||||||||||
| General and administrative | 34,647 | 22,448 | 27,046 | |||||||||||||||||
| Total non-cash stock-based compensation included in the consolidated statements of operations | $ | 125,800 | $ | 87,257 | $ | 111,707 | ||||||||||||||
In March 2023 and March 2021, the Company accelerated the vesting of certain time-vesting restricted stock units that would have otherwise vested over the following six months, respectively, to take advantage of cash tax savings opportunities.
•In March 2023, this resulted in the vesting of time-vesting restricted stock units covering approximately 1.5 million shares of common stock. The Company recognized $22.6 million of compensation costs related to the accelerated vesting of these units, which is included in loss from operations in the consolidated statement of operations. Of the $22.6 million compensation costs, $0.4 million represented incremental compensation cost due to the modification and $22.1 million represented accelerated original grant date fair value compensation cost.
•In March 2021, this resulted in the vesting of time-vesting and performance-based restricted stock units covering approximately 0.7 million shares of common stock. The Company recognized $21.4 million of compensation costs related to the accelerated vesting of these units, which is included in loss from operations in the consolidated statement of operations. Of the $21.4 million compensation costs, $8.4 million represented incremental compensation cost due to the modification and $13.0 million represented accelerated original grant date fair value compensation cost.
The following table provides the expected future expense for all of the Company's outstanding equity awards at March 31, 2023, by award type.
| For the years ending March 31, | ||||||||||||||||||||||||||||||||||||||
| 2024 | 2025 | 2026 | Total | |||||||||||||||||||||||||||||||||||
| Stock options | $ | 583 | $ | 125 | $ | — | $ | 708 | ||||||||||||||||||||||||||||||
| Restricted stock units | 49,579 | 59,676 | 15,304 | 124,559 | ||||||||||||||||||||||||||||||||||
| Acuity performance plan | 165 | — | — | 165 | ||||||||||||||||||||||||||||||||||
| DataFleets acquisition consideration holdback | 2,266 | — | — | 2,266 | ||||||||||||||||||||||||||||||||||
| Employee stock purchase plan | 361 | — | — | 361 | ||||||||||||||||||||||||||||||||||
| Expected future expense | $ | 52,954 | $ | 59,801 | $ | 15,304 | $ | 128,059 | ||||||||||||||||||||||||||||||
Stock OptionOptions Activity of Continuing Operations
In fiscal 2016. This valuation was determined using a customized binomial lattice approach with the following weighted-average assumptions: dividend yield of 0.0%; risk-free interest rate of 2.2%; expected option life of 4.5 years; expected volatility of 40%; and a suboptimal exercise multiple of 1.4. The dividend yield was determined to be 0.0% since Acxiom is currently not paying dividends and there are no plans to pay dividends. The risk-free rate was determined by reference to the U.S. Treasury securities with a term equal to the life of the options. The expected option life is an output of the lattice model. The expected volatility was determined by considering both the historical volatility of Acxiom common stock, as well as the implied volatility of traded Acxiom options. The suboptimal exercise multiple was determined using actual historical exercise activity of Acxiom options.
replacement options.
F-51
Stock option activity duringfor the yeartwelve months ended March 31, 2016 was as follows:2023 was:
| Weighted average | ||||||||||||||||||||||||||
| Weighted average | remaining | Aggregate | ||||||||||||||||||||||||
| Number of | exercise price | contractual term | Intrinsic value | |||||||||||||||||||||||
| shares | per share | (In years) | (In thousands) | |||||||||||||||||||||||
| Outstanding at March 31, 2022 | 730,004 | $ | 16.28 | |||||||||||||||||||||||
| Exercised | (200,559) | $ | 11.06 | $ | 3,681 | |||||||||||||||||||||
| Forfeited or canceled | (4,534) | $ | 2.48 | |||||||||||||||||||||||
| Outstanding at March 31, 2023 | 524,911 | $ | 18.39 | 1.6 | $ | 1,857 | ||||||||||||||||||||
| Exercisable at March 31, 2023 | 514,870 | $ | 18.73 | 1.5 | $ | 1,646 | ||||||||||||||||||||
Number of shares | Weighted-average exercise price per share | Weighted-average remaining contractual term (in years) | Aggregate intrinsic value (in thousands) | |||||||||||||
| Outstanding at March 31, 2015 | 4,870,219 | $ | 15.10 | |||||||||||||
| Granted | 445,785 | $ | 17.84 | |||||||||||||
| Exercised | (923,958 | ) | $ | 8.51 | $ | 10,746 | ||||||||||
| Forfeited or cancelled | (787,944 | ) | $ | 27.05 | ||||||||||||
| Outstanding at March 31, 2016 | 3,604,102 | $ | 14.52 | 5.20 | $ | 25,883 | ||||||||||
Exercisable at March 31, 2016 | 2,486,647 | $ | 14.62 | 3.90 | $ | 17,777 | ||||||||||
The aggregate intrinsic value for options exercised in fiscal 2016, 2015,2023, 2022, and 20142021 was $10.7$3.7 million, $8.3$4.3 million, and $50.5$23.2 million, respectively. The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between Acxiom'sLiveRamp’s closing stock price on the last trading day of the period and the exercise price for each in-the-money option) that would have been received by the option holders had option holdersthey exercised their options on March 31, 2016.2023. This amount changes based upon changes in the fair market value of Acxiom'sLiveRamp’s common stock.
| Options outstanding | Options exercisable | ||||||||||||||||||
Range of exercise price per share | Options outstanding | Weighted- average remaining contractual life | Weighted-average exercise price per share | Options exercisable | Weighted-average exercise price per share | ||||||||||||||
| $ | 0.63 - $ 8.90 | 690,255 | 6.83 years | $ | 1.80 | 387,703 | $ | 1.82 | |||||||||||
| $ | 11.08 - $ 14.21 | 1,052,358 | 4.66 years | $ | 13.32 | 985,021 | $ | 13.32 | |||||||||||
| $ | 15.31 - $ 19.76 | 819,902 | 5.54 years | $ | 17.16 | 404,855 | $ | 16.54 | |||||||||||
| $ | 20.27 - $ 24.53 | 1,021,945 | 4.35 years | $ | 21.87 | 699,204 | $ | 22.18 | |||||||||||
| $ | 27.77 - $ 32.85 | 19,642 | 7.58 years | $ | 32.83 | 9,864 | $ | 32.80 | |||||||||||
| 3,604,102 | 5.20 years | $ | 14.52 | 2,486,647 | $ | 14.62 | |||||||||||||
| Options outstanding | Options exercisable | |||||||||||||||||||||||||||||||||||||||||||
| Range of | Weighted average | Weighted average | Weighted average | |||||||||||||||||||||||||||||||||||||||||
| exercise price | Options | remaining | exercise price | Options | exercise price | |||||||||||||||||||||||||||||||||||||||
| per share | outstanding | contractual life | per share | exercisable | per share | |||||||||||||||||||||||||||||||||||||||
| $ | — | — | $ | 9.99 | 40,973 | 5.7 years | $ | 0.98 | 30,932 | $ | 1.01 | |||||||||||||||||||||||||||||||||
| $ | 10.00 | — | $ | 19.99 | 182,603 | 2.1 years | $ | 17.49 | 182,603 | $ | 17.49 | |||||||||||||||||||||||||||||||||
| $ | 20.00 | — | $ | 24.99 | 301,335 | 0.8 years | $ | 21.31 | 301,335 | $ | 21.31 | |||||||||||||||||||||||||||||||||
| 524,911 | 1.6 years | $ | 18.39 | 514,870 | $ | 18.73 | ||||||||||||||||||||||||||||||||||||||
Diablo Restricted Stock Awards
During fiscal 2015,2022, in connection with the acquisition of Diablo, the Company granted 245,404 performance-based SARsreplaced the unvested outstanding restricted stock shares held by a Diablo employee immediately prior to the acquisition with a value atrestricted shares of LiveRamp common stock having substantially the datesame terms and conditions as were applicable under the original restricted stock agreement. The conversion calculation resulted in issuance of grant of $0.5 million and40,600 replacement restricted stock shares having an exercise priceacquisition-date fair value of $40. All of the performance-based SARs granted in fiscal 2015$1.9 million. The restricted shares vest subject to attainment of performance criteria established bypost-combination service requirements. As a result, the acquisition-date fair value is considered future compensation committee. The units granted in fiscal 2015 may vest in a number of SARs up to 100%cost and was recognized as stock-based compensation cost over the vesting period of the award, based onawards.
Changes in the attainment of certain revenue targetsCompany's restricted stock for the period from April 1, 2014 to March 31, 2017. At vesting, the SARs will be automatically exercised, and the award recipient may receive a number of common stock shares equal to the number of SARs that are being exercised multiplied by the quotient of (a) the final Company stock market value (up to a maximum share value of $70) minus the SAR exercise price, divided by (b) the fair market value of a share of stock at the exercise date. The SARs contain an accelerated exercise provision if the closing market price of the Company's stock exceeds the $70 maximum share value for 20 consecutive trading days during the performance period. The grant date value of the performance-based SARs is determined using a Monte Carlo simulation model.
Number of shares | Weighted-average exercise price per share | Weighted-average remaining contractual term (in years) | Aggregate intrinsic value (in thousands) | |||||||||||||
| Outstanding at March 31, 2015 | 245,404 | $ | 40.00 | |||||||||||||
| Outstanding at March 31, 2016 | 245,404 | $ | 40.00 | 1.00 | $ | - | ||||||||||
Exercisable at March 31, 2016 | - | $ | - | - | $ | - | ||||||||||
| Weighted average | ||||||||||||||||||||
| fair value per | Weighted average | |||||||||||||||||||
| Number | share at grant | remaining contractual | ||||||||||||||||||
| of shares | date | term (in years) | ||||||||||||||||||
| Unvested restricted stock awards at March 31, 2022 | 24,766 | $ | 47.29 | |||||||||||||||||
| Diablo replacement restricted stock award | — | $ | 47.29 | |||||||||||||||||
| Vested | (24,766) | $ | 47.29 | |||||||||||||||||
| Unvested restricted stock awards at March 31, 2023 | — | $ | — | n/a | ||||||||||||||||
F-52
Number of shares | Weighted average fair value per share at grant date | Weighted-average remaining contractual term (in years) | ||||||||||
| Outstanding at March 31, 2015 | 2,053,179 | $ | 20.44 | 1.95 | ||||||||
| Granted | 1,427,561 | $ | 18.89 | |||||||||
| Vested | (975,744 | ) | $ | 20.16 | ||||||||
| Forfeited or cancelled | (225,101 | ) | $ | 19.41 | ||||||||
| Outstanding at March 31, 2016 | 2,279,895 | $ | 19.69 | 2.12 | ||||||||
During the yeartwelve months ended March 31, 2016 was:
Number of shares | Weighted average fair value per share at grant date | Weighted-average remaining contractual term (in years) | ||||||||||
| Outstanding at March 31, 2015 | 389,310 | $ | 21.12 | 1.57 | ||||||||
| Granted | 367,807 | $ | 18.42 | |||||||||
| Forfeited or cancelled | (240,299 | ) | $ | 22.35 | ||||||||
| Outstanding at March 31, 2016 | 516,818 | $ | 18.62 | 1.67 | ||||||||
During fiscal 2022, the Company granted time-vesting RSUs covering 3,037,440 shares of common stock and having a fair value at the date of grant of $143.4 million. The RSUs granted in fiscal 2022 primarily vest over four years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. Included in the RSUs granted in fiscal 2022 were units related to the Diablo and Rakam acquisitions (see Note 5). Following the closing of the Diablo acquisition, the Company granted new awards of RSUs covering 98,442 shares of common stock, and having a grant date fair value of $4.7 million, to select employees to induce them to accept employment with the Company. In connection with the Rakam acquisition, the Company extended employment agreements and granted new awards of RSUs, covering 55,927 shares of common stock having a grant date fair value of $2.6 million, to two key Rakam employees.
During fiscal 2021, the Company granted time-vesting RSUs covering 2,228,445 shares of common stock and having a fair value at the date of grant of $99.8 million. The RSUs granted in fiscal 2021 primarily vest over four years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. Included in the RSUs granted in fiscal 2021 were units related to the DataFleets acquisition. Following the closing of the DataFleets acquisition, the Company granted new awards of RSUs covering 193,595 shares of common stock, and having a grant date fair value of $13.5 million, to select employees and contractors to induce them to accept employment with the Company.
RSU activity for the twelve months ended March 31, 2023 was:
| Weighted-average | ||||||||||||||||||||
| fair value per | Weighted-average | |||||||||||||||||||
| Number | share at grant | remaining contractual | ||||||||||||||||||
| of shares | date | term (in years) | ||||||||||||||||||
| Outstanding at March 31, 2022 | 4,176,682 | $ | 47.00 | 2.85 | ||||||||||||||||
| Granted | 4,352,078 | $ | 24.63 | |||||||||||||||||
| Vested | (1,614,868) | $ | 46.68 | |||||||||||||||||
| Units vested under the Company's March 2023 acceleration plan | (1,508,196) | $ | 30.42 | |||||||||||||||||
| Forfeited or canceled | (1,395,937) | $ | 37.07 | |||||||||||||||||
| Outstanding at March 31, 2023 | 4,009,759 | $ | 32.57 | 2.20 | ||||||||||||||||
The total fair value of RSUs vested during the twelve months ended March 31, 2023, 2022, and 2021 was $71.5 million, $30.3 million, and $126.9 million, respectively, and is measured as the quoted market price of the Company's common stock on the vesting date for the number of shares vested.
Performance-based restricted stock units ("PSUs") -
Fiscal 2023 plan:
During the twelve months ended March 31, 2023, the Company granted PSUs covering 406,501 shares of common stock having a fair value at the date of grant of $10.0 million. The grants were made under two separate performance plans.
F-53
Under the total shareholder return ("TSR") performance plan, units covering 121,951 shares of common stock were granted having a fair value at the date of grant of $3.7 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 units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2022 to March 31, 2025.
Under the operating metrics performance plan, units covering 284,550 shares of common stock were granted having a fair value at the date of grant of $6.3 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.committee and continuous employment through the vesting date. The units granted in the current period may vest in a number of shares from zero0% to 200% of the award, at the end of the performance period, based on the average attainment of an earnings-per-share targetannual revenue growth and EBITDA margin targets for fiscal 2018, with a modifier basedyears 2023, 2024, and 2025. To the extent that shares are earned, 50% vest immediately and 50% vest on the total shareholder returnone-year anniversary of Acxiom common stock compared to total shareholder return of a group of peer companies established by the compensation committee for the period from April 1, 2015 to March 31, 2018. The value of the performance-based restricted stock units is determined using a Monte Carlo simulation model.attainment approval.
Fiscal 2022 plans:
During fiscal 2015,2022, the Company granted performance-based restricted stock unitsPSUs covering 263,609249,152 shares of common stock withhaving a fair value at the date of grant of $5.0$12.6 million. AllThe grants were made under three separate performance plans.
Under a special incentive performance plan, units covering 36,425 shares of common stock were granted having a fair value at the performance-based restricted stockdate of grant of $1.7 million, which was equal to the quoted market price for the shares on the date of grant. The units granted in fiscal 2015 vest subject to attainment of performance criteria established by the compensation committee.committee and continuous employment through the vesting date. The units granted in fiscal 2015 may vest in a number of shares from zero0% to 100% of the award, based on the attainment of key productivity metrics for the period beginning at the date of grant and continuing through December 31, 2023. Attainment will be measured and vesting evaluated on a quarterly basis beginning on January 1, 2023 and continuing through the end of the performance period. Through March 31, 2023, measurements have resulted in an accumulated 63% achievement, or 22,948 total earned units, under this plan. At March 31, 2023, there remains a maximum potential of 13,477 additional units eligible for attainment under the plan.
Under the fiscal 2022 TSR performance plan, units covering 63,815 shares of common stock were granted having a fair value at the date of grant of $3.8 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the attainmentTSR of an earnings-per-share target for fiscal 2017, with a modifier based on the total shareholder return of AcxiomLiveRamp common stock compared to total shareholder returnthe TSR of a group of peer companies established by the compensation committeeRussell 2000 market index for the period from April 1, 20142021 to March 31, 2017. The value of2024.
Under the fiscal 2022 operating metrics performance units is determined using a Monte Carlo simulation model.
Fiscal 2021 plans:
During the fiscal 2021, the Company granted PSUs covering 246,524 shares of common stock having a fair value at the date of grant of $10.7 million. The grants were made under two separate performance plans.
F-54
Under the fiscal 2021 TSR performance plan, units covering 73,950 shares of common stock were granted having a fair value at the date of grant of $4.2 million, determined using a Monte Carlo simulation model.
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, 2020 to March 31, 2023. Remaining units under the fiscal 2021 TSR PSU plan, covering 59,634 shares of common stock, reached maturity of their relevant performance period at March 31, 2023. The expense related to restricted stockfinal performance measurement resulted in fiscal 2016, 2015 and 2014 was $19.4 million, $15.2 million and $11.0 million, respectively. Future expense for restricted stock0% attainment. The units isare expected to be approximately $19.9 millioncancelled in the first quarter of fiscal 2017, $11.7 million in2024 upon compensation committee approval.
Under the fiscal 2018, $5.4 million in fiscal 2019 and $1.4 million in fiscal 2020.
PSU activity for the twelve months ended March 31, 2023 was:
| Weighted-average | ||||||||||||||||||||
| fair value per | Weighted-average | |||||||||||||||||||
| Number | share at grant | remaining contractual | ||||||||||||||||||
| of shares | date | term (in years) | ||||||||||||||||||
| Outstanding at March 31, 2022 | 584,468 | $ | 51.26 | 1.01 | ||||||||||||||||
| Granted | 406,501 | $ | 24.65 | |||||||||||||||||
| Vested | (134,671) | $ | 45.96 | |||||||||||||||||
| Forfeited or canceled | (146,709) | $ | 61.20 | |||||||||||||||||
| Outstanding at March 31, 2023 | 709,589 | $ | 34.97 | 1.38 | ||||||||||||||||
The total fair value of PSUs vested multiplied by a share price factor. The share price factor modifiesin the final number of common shares awarded based ontwelve months ended March 31, 2023, 2022 and 2021 was $3.0 million, $6.7 million and $8.4 million, respectively, and is measured as the Company's stock price on the date of vesting and ranges from 0% at a $40 Company stock price, or below, to 100% at a $70 Company stock price. The units also contain an accelerated exercise provision if the closingquoted market price of the Company'sCompany’s common stock exceeds the $70 maximum share value for 20 consecutive trading days during the performance period. The grant date value of the performance-based units is determined using a Monte Carlo simulation model.
Other Stock Compensation Activity
Acquisition-related Performance Plan
As part of the Company's fiscal 2021 acquisition of Acuity, the Company will be obligated to pay up to an additional $5.1 million, settled in a variable number of shares of Company common stock, exceedsand subject to certain performance conditions and continued employment of each participant. Performance will be measured and vesting evaluated in three annual increments on the $45 maximum share value for 20 consecutive trading days during the performance period. The grant date valueanniversary of the performance-based units is determined using a Monte Carlo simulation model.
Number of shares | Weighted average fair value per share at grant date | Weighted-average remaining contractual term (in years) | ||||||||||
| Outstanding at March 31, 2015 | 312,575 | $ | 5.23 | |||||||||
| Granted | 323,080 | $ | 2.94 | |||||||||
| Outstanding at March 31, 2016 | 635,655 | $ | 4.07 | 1.30 | ||||||||
F-55
Acquisition-related Consideration Holdback
As part of the Company's fiscal 2021 acquisition of DataFleets, $18.1 million of the acquisition consideration otherwise payable with respect to shares of DataFleets common stock held by certain key employees was subject to holdback by the Company pursuant to agreements with those employees (each, a "Holdback Agreement"). Each Holdback Agreement specifies that the consideration holdback will vest in three equal annual increments on the anniversary of the closing date (which date may be approximately $1.4changed by the board of directors to an earlier date). Vesting is subject to the DataFleets key employees' continued employment through each annual vesting date and will be settled in shares of Company common stock. Through March 31, 2023, the Company has recognized a total of $12.4 million overas stock-based compensation expense related to the next two years.DataFleets consideration holdback. At March 31, 2023, the recognized, but unpaid, balance related to the DataFleets consideration holdback in other accrued expenses in the consolidated balance sheet was $0.3 million. The final annual settlement of $2.6 million is expected to occur in the fourth quarter of fiscal 2024.
As part of the Company's fiscal 2020 acquisition of Data Plus Math ("DPM"), $24.4 million of the acquisition consideration otherwise payable with respect to shares of DPM common stock held by certain key employees was subject to holdback by the Company pursuant to agreements with those employees (each, a "Holdback Agreement"). Each Holdback Agreement specifies that the consideration holdback will vest in three equal annual increments on the anniversary of the closing date (which date may be changed by the board of directors to an earlier date). Vesting is subject to the DPM key employees' continued employment through each annual vesting date and will be settled in shares of Company common stock. The final annual settlement was paid during the first quarter of fiscal 2023.
Qualified Employee Stock Purchase Plan ("ESPP")
Under the Company's ESPP, all eligible employees are permitted to authorize payroll deductions of up to the share-based plans, the Company maintains a qualified employee stock purchase plan ("ESPP") that permits substantially all employeesapplicable ESPP and statutory limits to purchase shares of common stock. The ESPP provides for offering periods that are generally every six months. ESPP purchases generally occur on May 31st and November 30th each year. At each purchase date, employees are able to purchase shares at 85% of the lower of (1) the closing market price per share of common stock at a discount fromon the employee's enrollment into the applicable offering period and (2) the closing market price. Atprice per share of common stock on the purchase date.
The Company calculates the fair value of the ESPP purchase right using the Black-Scholes option-pricing model. Stock-based compensation expense associated with the ESPP was $2.1 million, $1.8 million and $1.0 million for the twelve months ended March 31, 2016 there were approximately 0.8 million shares available for issuance under the ESPP. 2023, 2022, and 2021, respectively.
During the combined fiscal yearstwelve months ended March 31, 2023, 197,255 shares of 2016, 2015 and 2014, 125,698 sharescommon stock were purchased under the plan. TheESPP at a weighted-average price of $20.38 per share, resulting in cash proceeds of $4.0 million over the relevant offering periods. During the twelve months ended March 31, 2022, 103,447 shares of common stock were purchased under the ESPP at a weighted-average price of $41.44 per share, resulting in cash proceeds of $4.3 million over the relevant offering periods. During the twelve months ended March 31, 2021, 44,980 shares of common stock were purchased under the ESPP at a weighted-average price of $41.53 per share, resulting in cash proceeds of $1.9 million over the relevant offering periods.
At March 31, 2023, there was approximately $0.4 million of total unrecognized stock-based compensation expense related to the Company, representingESPP, which is expected to be recognized on a straight-line basis over the discount toremaining term of the market price, for fiscal 2016 and 2015 was approximately $0.2 million and $0.1 million, respectively.current offering period.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income was (dollars in thousands):accumulated balances of $4,504 and $5,730 at March 31, 2023 and March 31, 2022, respectively, reflect accumulated foreign currency translation adjustments.
March 31, 2016 | March 31, 2015 | |||||||
| Foreign currency translation | $ | 8,705 | $ | 9,612 | ||||
| Unrealized loss on interest rate swap | (115 | ) | (199 | ) | ||||
| $ | 8,590 | $ | 9,413 | |||||
F-56
Total income tax expense (benefit) was allocated as follows (dollars in thousands):
| Year ended March 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Continuing operations | $ | 5,252 | $ | (1,242) | $ | (30,532) | ||||||||||||||
| Discontinued operations | (7,070) | — | — | |||||||||||||||||
| $ | (1,818) | $ | (1,242) | $ | (30,532) | |||||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| Loss from continuing operations | $ | (11,632 | ) | $ | (14,805 | ) | $ | 12,040 | ||||
| Earnings from discontinued operations | 3,598 | 11,973 | 17,587 | |||||||||
| Stockholders' equity: | ||||||||||||
| Tax shortfall (excess tax benefits) from stock-based compensation | 293 | (4,645 | ) | (11,295 | ) | |||||||
| $ | (7,741 | ) | $ | (7,477 | ) | $ | 18,332 | |||||
Income tax expense (benefit) attributable to loss from continuing operations consists of (dollars in thousands):
| 2016 | 2015 | 2014 | ||||||||||
| Current: | ||||||||||||
| U.S. Federal | $ | (2,410 | ) | $ | (7,744 | ) | $ | 1,157 | ||||
| Non-U.S. | 535 | 164 | 890 | |||||||||
| State | 1,907 | (2,260 | ) | (942 | ) | |||||||
| 32 | (9,840 | ) | 1,105 | |||||||||
| Deferred: | ||||||||||||
| U.S. Federal | (3,789 | ) | (1,064 | ) | 2,421 | |||||||
| Non-U.S. | (3,220 | ) | 326 | 7,641 | ||||||||
| State | (4,655 | ) | (4,227 | ) | 873 | |||||||
| (11,664 | ) | (4,965 | ) | 10,935 | ||||||||
| Total | $ | (11,632 | ) | $ | (14,805 | ) | $ | 12,040 | ||||
| Year ended March 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Current: | ||||||||||||||||||||
| U.S. Federal | $ | 6,325 | $ | (1,227) | $ | (28,060) | ||||||||||||||
| Non-U.S. | 1,086 | 305 | 17 | |||||||||||||||||
| State | (2,274) | 1,220 | (1,071) | |||||||||||||||||
| 5,137 | 298 | (29,114) | ||||||||||||||||||
| Deferred: | ||||||||||||||||||||
| U.S. Federal | 155 | (895) | (1,205) | |||||||||||||||||
| Non-U.S. | (83) | (608) | (44) | |||||||||||||||||
| State | 43 | (37) | (169) | |||||||||||||||||
| 115 | (1,540) | (1,418) | ||||||||||||||||||
| Total | $ | 5,252 | $ | (1,242) | $ | (30,532) | ||||||||||||||
Income (loss) before income tax attributable to U.S. and non-U.S. continuing operations consists of (dollars in thousands):
| Year ended March 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| U.S. | $ | (122,994) | $ | (37,415) | $ | (122,257) | ||||||||||||||
| Non-U.S. | 4,140 | 2,340 | 1,457 | |||||||||||||||||
| Total | $ | (118,854) | $ | (35,075) | $ | (120,800) | ||||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| U.S. | $ | (6,952 | ) | $ | (24,459 | ) | $ | 872 | ||||
| Non-U.S. | (13,328 | ) | (16,888 | ) | (6,172 | ) | ||||||
| Total | $ | (20,280 | ) | $ | (41,347 | ) | $ | (5,300 | ) | |||
F-57
Below is a reconciliation of expected income tax benefit, computed usingby applying the U.S. federal statutory income tax rate of 35% of21.0% to loss before income taxes, to actual income tax expense (benefit) from continuing operations (dollars in thousands):
| 2016 | 2015 | 2014 | ||||||||||
| Computed expected tax benefit | $ | (7,098 | ) | $ | (14,472 | ) | $ | (1,855 | ) | |||
| Increase (reduction) in income taxes resulting from: | ||||||||||||
| State income taxes, net of federal benefit | (1,796 | ) | (441 | ) | (371 | ) | ||||||
| Research and other tax credits | (4,027 | ) | (6,369 | ) | (5,251 | ) | ||||||
| Impairment of goodwill and intangibles | - | - | 5,368 | |||||||||
| Share-based compensation | 1,857 | 2,276 | - | |||||||||
| Non-U.S. subsidiaries taxed at other than 35% | 2,468 | 4,354 | 5,875 | |||||||||
| Adjustment to valuation allowances | (3,585 | ) | (776 | ) | 7,604 | |||||||
| Other, net | 549 | 623 | 670 | |||||||||
| $ | (11,632 | ) | $ | (14,805 | ) | $ | 12,040 | |||||
| Year ended March 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Computed expected income tax benefit | $ | (24,959) | $ | (7,366) | $ | (25,368) | ||||||||||||||
| Increase (reduction) in income taxes resulting from: | ||||||||||||||||||||
| State income taxes, net of federal benefit | (2,440) | 691 | (979) | |||||||||||||||||
| Research and other tax credits | (4,363) | (3,107) | (4,635) | |||||||||||||||||
| Nondeductible expenses | 669 | 673 | 1,104 | |||||||||||||||||
| Stock-based compensation | 3,486 | 5,576 | (2,024) | |||||||||||||||||
| Non-U.S. subsidiaries taxed at other rates | 491 | (364) | 194 | |||||||||||||||||
| Adjustment to valuation allowances | 33,197 | 2,520 | 2,230 | |||||||||||||||||
| Other, net | (829) | 135 | (1,054) | |||||||||||||||||
| $ | 5,252 | $ | (1,242) | $ | (30,532) | |||||||||||||||
On March 27, 2020, the U.S. enacted The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act included several significant changes and clarifications to existing tax law, including changes to the treatment of net operating losses (“NOLs”). Under the CARES Act, NOLs arising in management's assessmenttax years beginning after December 31, 2017, and before January 1, 2021 may be carried back to each of the realizabilityfive tax years preceding the tax year of deferred tax assetsthe loss. The Company carried back its fiscal 2021 NOL, resulting in certain foreign jurisdictions,an expected refund of approximately $28 million, which is included in Refundable income taxes, net on the consolidated balance sheets. The Company released $3.6also carried back its fiscal 2020 NOL, resulting in a refund of approximately $33 million, in valuation allowanceswhich was received in fiscal 2016 and increased valuation allowances by $7.6 million in fiscal 2014.2022.
F-58
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at March 31, 20162023 and 20152022 are presented below (dollars in thousands). In accordance with income tax accounting standards, as of March 31, 2016, the Company has not recognized deferred income taxes on approximately $12.7 million of undistributed earnings of foreign subsidiaries that are indefinitely reinvested outside the respective parent's country. Calculation of the deferred income tax related to these earnings is not practicable.
| Year ended March 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Deferred tax assets: | ||||||||||||||
| Accrued expenses | $ | 5,287 | $ | 5,682 | ||||||||||
| Lease liabilities | 11,613 | 14,090 | ||||||||||||
| Net operating loss carryforwards | 22,504 | 25,737 | ||||||||||||
| Stock-based compensation | 3,335 | 8,022 | ||||||||||||
| Nonqualified deferred compensation | 2,797 | 3,119 | ||||||||||||
| Property and equipment | 585 | 496 | ||||||||||||
| Tax credit carryforwards | 7,779 | 7,588 | ||||||||||||
| Capitalized research and development | 26,357 | 385 | ||||||||||||
| Other | 253 | 1,351 | ||||||||||||
| Total deferred tax assets | 80,510 | 66,470 | ||||||||||||
| Less valuation allowance | (61,152) | (37,399) | ||||||||||||
| Net deferred tax assets | 19,358 | 29,071 | ||||||||||||
| Deferred tax liabilities: | ||||||||||||||
| Prepaid expenses | (2,411) | (2,296) | ||||||||||||
| Right-of-use assets | (6,011) | (13,691) | ||||||||||||
| Intangible assets | (829) | (4,603) | ||||||||||||
| Deferred commissions | (9,153) | (7,562) | ||||||||||||
| Total deferred tax liabilities | (18,404) | (28,152) | ||||||||||||
| Net deferred tax assets | $ | 954 | $ | 919 | ||||||||||
| 2016 | 2015 | |||||||
| Deferred tax assets: | ||||||||
| Accrued expenses | $ | 11,525 | $ | 10,041 | ||||
| Deferred revenue | 1,612 | 2,715 | ||||||
| Net operating loss and tax credit carryforwards | 57,370 | 60,893 | ||||||
| Share-based compensation | 12,706 | 11,993 | ||||||
| Other | 5,242 | 6,838 | ||||||
| Total deferred tax assets | 88,455 | 92,480 | ||||||
| Less valuation allowance | (46,602 | ) | (49,922 | ) | ||||
| Net deferred tax assets | 41,853 | 42,558 | ||||||
| Deferred tax liabilities: | ||||||||
| Intangible assets | $ | (65,084 | ) | $ | (75,104 | ) | ||
| Capitalized software costs | (14,143 | ) | (15,862 | ) | ||||
| Property and equipment | (9,705 | ) | (6,651 | ) | ||||
| Total deferred tax liabilities | (88,932 | ) | (97,617 | ) | ||||
| Net deferred tax liabilities | $ | (47,079 | ) | $ | (55,059 | ) | ||
At March 31, 2016,2023, the Company has U.S. state net operating loss carryforwards of approximately $5.6$118.1 million, of which $16.6 million will not expire and $70.9 million for U.S. federal and state income tax purposes, respectively. These net operating loss carryforwardsthe remainder will expire in various amounts and will completely expire if not used by 2036.2043. The Company has foreign net operating loss carryforwards of approximately $130.9$89.8 million. Of this amount, $130.0 million do not have expiration dates. The remainder expires in various amounts and will completely expire if not used by 2025. The Company has federal and state credit carryforwards of $3.5 million and $17.5 million, respectively, of which $0.9 million and $1.5 million, respectively, will be credited to additional paid-in capital when realized. Of the credits, $5.1$79.4 million will not expire. The remainder expires in various amounts and will completely expire if not used by 2036.2031. The Company has U.S. state credit carryforwards of $9.8 million, of which $8.8 million will not expire and the remainder will expire in various amounts and will completely expire if not used by 2037.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realizationRealization of the Company’s net deferred tax assets is dependent upon theits generation of futuresufficient taxable income duringof the periodsproper character in which thosefuture years in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences become deductible.
Based upon the Company'sweight of available evidence, including the Company’s history of profitability and taxable income and the reversal of taxable temporary differences in the U.S.,losses from continuing operations, management believes that with the exception of carryforwards in certain states it is not more likely than not the Company will realize the benefits of theseits deductible differences. Thetemporary differences and net operating loss and credit carryforwards. Accordingly, the Company has established a full valuation allowancesallowance against $6.0 million ofits net U.S. federal and state deferred tax assets related to lossas of March 31, 2023 and credit carryforwards in the states where activity does not support the deferred tax asset.2022, respectively.
Based upon the Company's history of losses in certain non-U.S. jurisdictions, the Company has not recorded a benefit for current foreign losses in these jurisdictions. In addition, Managementmanagement believes it is not more likely than not the Company will realize the benefits of certain foreign net operating loss carryforwards and has established valuation allowances in the amount of $40.6$20.8 million against all of its foreign deferred tax assets in such jurisdictions. No valuation allowance has been established against deferred tax assets in non-U.S. jurisdictions in which historical profits and forecasted continuing profits exist.
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The earningscurrent year increase in the valuation allowance is primarily attributable to the impact of subsidiariesthe capitalization of research and development expenditures in such jurisdictionsaccordance with IRC Section 174, as modified by the Tax Cuts and the differences in income taxes computed using the U.S. statutory tax rate and the effective tax rate in such jurisdictions are not significant.Jobs Act of 2017.
The following table sets forth changes in the total gross unrecognized tax benefits for the fiscal years ended March 31, 2016, 20152023, 2022 and 20142021 (dollars in thousands):
| Year ended March 31, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | ||||||||||||||||||
| Balance at beginning of period | $ | 23,817 | $ | 25,026 | $ | 23,400 | ||||||||||||||
| Increases related to prior year tax positions | 93 | 411 | — | |||||||||||||||||
| Decreases related to prior year tax positions | (522) | — | (139) | |||||||||||||||||
| Increases related to current year tax positions | 2,229 | 990 | 1,765 | |||||||||||||||||
| Settlements with taxing authorities | (166) | — | — | |||||||||||||||||
| Lapse of statute of limitations | (3,827) | (2,610) | — | |||||||||||||||||
| Balance at end of period | $ | 21,624 | $ | 23,817 | $ | 25,026 | ||||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| Balance at beginning of period | $ | 9,711 | $ | 2,457 | $ | 3,646 | ||||||
| Increases related to prior year tax positions | 1,717 | 292 | 946 | |||||||||
| Decreases related to prior year tax positions | (1,227 | ) | (83 | ) | - | |||||||
| Increases related to current year tax positions | 2,035 | 4,339 | 902 | |||||||||
| Increases resulting from acquisitions | - | 2,887 | - | |||||||||
| Settlements with taxing authorities | (1,330 | ) | - | - | ||||||||
| Lapse of statute of limitations | - | (181 | ) | (3,037 | ) | |||||||
| Balance at end of period | $ | 10,906 | $ | 9,711 | $ | 2,457 | ||||||
The Company files a consolidated U.S. federal income tax return and tax returns in various state and local jurisdictions. The Company'sCompany’s subsidiaries also file tax returns in various foreign jurisdictions in which it operates.they operate. In the U.S., the statute of limitations for Internal Revenue Service examinations remains open for the Company'sCompany’s federal income tax returns for fiscal years subsequent to 2012.after 2015. The Company’s federal income tax return for fiscal year 2019 is currently under Internal Revenue Service examination. The status of other U.S. state and local and foreign tax examinations varies by jurisdiction. The Company does not anticipate any material adjustments to its consolidated financial statements resulting from tax examinations currently in progress.
The Company has a qualified 401(k) retirement savings plan whichthat covers substantially all U.S. employees. The Company also offers a supplemental nonqualifiednon-qualified deferred compensation plan ("(“SNQDC Plan"Plan”) for certain highly-compensated employees. The Company matches 50%100% of the first 6% of each participating employee's annual aggregate contributions. The Company may also contribute additional amounts to the plans at the discretion of the board of directors.
Company contributions for the above plans amounted to approximately $6.1$11.6 million, $5.3$10.1 million, and $4.6$9.4 million in fiscal years 2016, 20152023, 2022, and 2014,2021, respectively. Included in both other current assets and other accrued liabilities are the assets and liabilities of the SNQDC Plan in the amount of $12.5$12.1 million and $14.2$15.5 million at March 31, 20162023 and 2015,2022, respectively.
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17. FOREIGN OPERATIONS:
The Company attributes revenue to each geographic region based on the location of the Company'sCompany’s operations. The following table shows financial information by geographic area for the years 2016, 2015 and 2014 (dollars in thousands):
| Year ended March 31, | ||||||||||||||||||||
| Revenue | 2023 | 2022 | 2021 | |||||||||||||||||
| United States | $ | 556,219 | $ | 495,765 | $ | 415,976 | ||||||||||||||
| Foreign | ||||||||||||||||||||
| Europe | 32,210 | 26,373 | 22,515 | |||||||||||||||||
| APAC | 7,470 | 6,519 | 4,535 | |||||||||||||||||
| Other | 684 | — | — | |||||||||||||||||
| All Foreign | 40,364 | 32,892 | 27,050 | |||||||||||||||||
| $ | 596,583 | $ | 528,657 | $ | 443,026 | |||||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| United States | $ | 770,043 | $ | 709,133 | $ | 692,773 | ||||||
| Foreign | ||||||||||||
| Europe | $ | 52,562 | $ | 59,958 | $ | 73,294 | ||||||
| APAC | 25,138 | 32,658 | 34,540 | |||||||||
| Other | 2,345 | 3,162 | 4,546 | |||||||||
| All Foreign | $ | 80,045 | $ | 95,778 | $ | 112,380 | ||||||
| $ | 850,088 | $ | 804,911 | $ | 805,153 | |||||||
Long-lived assets excluding financial instruments (dollars in thousands)
| March 31, 2016 | March 31, 2015 | |||||||
| United States | $ | 748,123 | $ | 749,591 | ||||
| Foreign | ||||||||
| Europe | $ | 11,899 | $ | 11,466 | ||||
| APAC | 13,817 | 20,682 | ||||||
| Other | - | 944 | ||||||
| All Foreign | $ | 25,716 | $ | 33,092 | ||||
| $ | 773,839 | $ | 782,683 | |||||
:
| March 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| United States | $ | 452,555 | $ | 509,014 | ||||||||||
| Foreign | ||||||||||||||
| Europe | 1,643 | 4,174 | ||||||||||||
| APAC | 3,946 | 4,714 | ||||||||||||
| All Foreign | 5,589 | 8,888 | ||||||||||||
| $ | 458,144 | $ | 517,902 | |||||||||||
The following methods and assumptions were used to estimate the fair value of each class ofCompany measures certain financial instruments for which it is practicable to estimate that value.
•Level 1 - quotedQuoted prices in active markets for identical assets or liabilities, 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 otherinputs are observable inputs and 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 unobservable inputs.to the measurement of fair value of assets or liabilities.
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The following table presentsdetails the balancesfair value measurements within the fair value hierarchy of the Company's financial assets and liabilities at March 31, 2023 and March 31, 2022 that are measured at fair value as of March 31, 2016 and 2015on a recurring basis (dollars in thousands):
| As of March 31, 2016 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets: | ||||||||||||||||
| Other current assets | $ | 12,532 | $ | - | $ | - | $ | 12,532 | ||||||||
| Total assets | $ | 12,532 | $ | - | $ | - | $ | 12,532 | ||||||||
| Liabilities: | ||||||||||||||||
| Other accrued expenses | $ | - | $ | 115 | $ | - | $ | 115 | ||||||||
| Total liabilities | $ | - | $ | 115 | $ | - | $ | 115 | ||||||||
| March 31, 2023 | ||||||||||||||||||||||||||
| Cash and Cash Equivalents | Short-Term Investments | Other Current Assets | Total | |||||||||||||||||||||||
| Cash | $ | 22,603 | $ | — | $ | — | $ | 22,603 | ||||||||||||||||||
| Level 1: | ||||||||||||||||||||||||||
| Money market funds | 439,853 | — | — | 439,853 | ||||||||||||||||||||||
| Assets of non-qualified retirement plan | — | — | 12,110 | 12,110 | ||||||||||||||||||||||
| U.S. Treasury securities | 1,992 | 25,307 | — | 27,299 | ||||||||||||||||||||||
| Certificates of deposit | — | 7,500 | — | 7,500 | ||||||||||||||||||||||
| Total | $ | 464,448 | $ | 32,807 | $ | 12,110 | $ | 509,365 | ||||||||||||||||||
| March 31, 2022 | ||||||||||||||||||||||||||
| Cash and Cash Equivalents | Short-Term Investments | Other Current Assets | Total | |||||||||||||||||||||||
| Cash | $ | 23,402 | $ | 23,402 | ||||||||||||||||||||||
| Level 1: | ||||||||||||||||||||||||||
| Money market funds | 576,760 | — | — | 576,760 | ||||||||||||||||||||||
| Assets of non-qualified retirement plan | — | — | 15,528 | 15,528 | ||||||||||||||||||||||
| Certificates of deposit | — | 7,500 | — | 7,500 | ||||||||||||||||||||||
| Total | $ | 600,162 | $ | 7,500 | $ | 15,528 | $ | 623,190 | ||||||||||||||||||
| As of March 31, 2015 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets: | ||||||||||||||||
| Other current assets | $ | 14,174 | $ | - | $ | - | $ | 14,174 | ||||||||
| Total assets | $ | 14,174 | $ | - | $ | - | $ | 14,174 | ||||||||
| Liabilities: | ||||||||||||||||
| Other noncurrent liabilities | $ | - | $ | 199 | $ | - | $ | 199 | ||||||||
| Total liabilities | $ | - | $ | 199 | $ | - | $ | 199 | ||||||||
For certain financial instruments, including accounts receivable and accounts payable, the carrying amounts approximate their fair value due to the relatively short maturity of these balances.
The Company reports segment information consistent withheld $1.6 million and $5.7 million of strategic investments without readily determinable fair values at March 31, 2023 and March 31, 2022, respectively (see Note 7). These investments are included in other assets on the way management internally disaggregates its operations to assess performance and to allocate resources.
consolidated balance sheets. During the first quarter of fiscal 2016,twelve months ended March 31, 2023, the Company realigned its organizational structurerecorded a $4.0 million impairment of a strategic investment that is recorded in other expense in the consolidated statement of operations. There were no impairment charges for the twelve months ended March 31, 2022.
Certain of the Company's non-financial assets were measured at fair value on a nonrecurring basis during the twelve months ended March 31, 2023, including property and equipment and right-of-use assets that were reduced to better reflect its business strategy. On May 20, 2015, the Company entered into a definitive agreement to sell its ITO business to Charlesbank Capital Partners and M/C Partners to more sharply focus on growing our Marketing & Data Services businesses. The sale was completed on July 31, 2015. Asfair value when they were impaired as a result of this transaction and the organizational realignment,Company's lease-related restructuring plans. For additional information that our chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed. Thus, beginning in fiscal year 2016, the Company began reporting its financial performance based on the following new segments: Marketing ServicesCompany's fair value measurement in connection with the impairment of certain property and Audience Solutions,equipment and Connectivity. During the third quarter of fiscal 2016, the operationalright-of-use assets associated with office facilities, see Note 3 and financial activities to separate Marketing Services and Audience Solutions were completed and as a result are now reported as separate operating segments. Prior period amounts have been adjusted to conform to the way the Company internally managed and monitored segment performance during the current fiscal year.Note 8.
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| 2016 | 2015 | 2014 | ||||||||||
| Revenues: | ||||||||||||
| Marketing Services | $ | 449,772 | $ | 446,103 | $ | 465,572 | ||||||
| Audience Solutions | 297,846 | 303,836 | 325,932 | |||||||||
| Connectivity | 102,470 | 54,972 | 13,649 | |||||||||
| Total segment revenues | $ | 850,088 | $ | 804,911 | $ | 805,153 | ||||||
Gross profit(1): | ||||||||||||
| Marketing Services | $ | 152,258 | $ | 156,395 | $ | 150,533 | ||||||
| Audience Solutions | 167,715 | 158,386 | 162,369 | |||||||||
| Connectivity | 61,199 | 13,322 | (11,688 | ) | ||||||||
| Total segment gross profit | $ | 381,172 | $ | 328,103 | $ | 301,214 | ||||||
Income (loss) from operations(1): | ||||||||||||
| Marketing Services | $ | 74,371 | $ | 81,247 | $ | 83,771 | ||||||
| Audience Solutions | 109,598 | 115,078 | 119,950 | |||||||||
| Connectivity | (3,298 | ) | (40,069 | ) | (46,767 | ) | ||||||
| Total segment income from operations | $ | 180,671 | $ | 156,256 | $ | 156,954 | ||||||
| Depreciation and amortization: | ||||||||||||
| Marketing Services | $ | 9,988 | $ | 12,280 | $ | 7,763 | ||||||
| Audience Solutions | 12,909 | 12,652 | 14,991 | |||||||||
| Connectivity | 19,932 | 16,469 | 3,061 | |||||||||
| Corporate | 42,634 | 39,046 | 31,085 | |||||||||
| Total depreciation and amortization | $ | 85,463 | $ | 80,447 | $ | 56,900 | ||||||
(1) Gross profit and Income (loss) from operations reflect only the direct and allocable controllable costs of each segment and do not include allocations of corporate expenses (primarily general and administrative expenses) and gains, losses, and other items, net. Additionally, Gross profit and Income (loss) from operations do not reflect non-cash stock compensation expense and purchased intangible asset amortization. | ||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| Total segment gross profit | $ | 381,172 | $ | 328,103 | $ | 301,214 | ||||||
| Less: | ||||||||||||
| Purchased intangible asset amortization | 15,466 | 11,454 | - | |||||||||
| Non-cash stock compensation | 2,150 | 1,459 | 1,578 | |||||||||
| Corporate expenses | 1,850 | 4,316 | - | |||||||||
| Gross profit | $ | 361,706 | $ | 310,874 | $ | 299,636 | ||||||
| Total segment income from operations | $ | 180,671 | $ | 156,256 | $ | 156,954 | ||||||
| Less: | ||||||||||||
| Corporate expenses | 127,844 | 126,570 | 99,818 | |||||||||
| Gains, losses and other items, net | 12,132 | 22,600 | 17,168 | |||||||||
| Impairment of goodwill and other | 6,829 | - | 24,953 | |||||||||
| Purchased intangible asset amortization | 15,466 | 11,454 | 252 | |||||||||
| Non-cash stock compensation | 31,463 | �� | 28,316 | 13,206 | ||||||||
| Income (loss) from operations | $ | (13,063 | ) | $ | (32,684 | ) | $ | 1,557 | ||||
(dollars in thousands except per-share amounts) | Quarter ended June 30, 2015 | Quarter ended September 30, 2015 | Quarter ended December 31, 2015 | Quarter ended March 31, 2016 | ||||||||||||
| Revenue | $ | 196,895 | $ | 207,345 | $ | 221,193 | $ | 224,655 | ||||||||
| Gross profit | 79,186 | 86,033 | 95,458 | 101,029 | ||||||||||||
| Loss from operations | (2,869 | ) | (2,056 | ) | (374 | ) | (7,764 | ) | ||||||||
| Earnings (loss) from discontinued operations, net of tax | 4,143 | 12,068 | (971 | ) | 111 | |||||||||||
| Net earnings (loss) | (1,039 | ) | 10,723 | (1,410 | ) | (1,571 | ) | |||||||||
| Basic earnings (loss) per share: | ||||||||||||||||
| Continuing operations | (0.07 | ) | (0.02 | ) | (0.01 | ) | (0.02 | ) | ||||||||
| Discontinued operations | 0.05 | 0.15 | (0.01 | ) | 0.00 | |||||||||||
| Net earnings (loss) | (0.01 | ) | 0.14 | (0.02 | ) | (0.02 | ) | |||||||||
| Diluted earnings (loss) per share: | ||||||||||||||||
| Continuing operations | (0.07 | ) | (0.02 | ) | (0.01 | ) | (0.02 | ) | ||||||||
| Discontinued operations | 0.05 | 0.15 | (0.01 | ) | 0.00 | |||||||||||
| Net earnings (loss) | (0.01 | ) | 0.14 | (0.02 | ) | (0.02 | ) | |||||||||
(dollars in thousands except per-share amounts) | Quarter ended June 30, 2014 | Quarter ended September 30, 2014 | Quarter ended December 31, 2014 | Quarter ended March 31, 2015 | ||||||||||||
| Revenue | $ | 186,683 | $ | 204,248 | $ | 208,246 | $ | 205,734 | ||||||||
| Gross profit | 71,119 | 79,290 | 82,439 | 78,026 | ||||||||||||
| Loss from operations | (13,086 | ) | (6,443 | ) | (2,290 | ) | (10,865 | ) | ||||||||
| Earnings from discontinued operations, net of tax | 3,137 | 5,557 | 3,819 | 2,998 | ||||||||||||
| Net earnings (loss) | (7,604 | ) | (1,544 | ) | 4,156 | (6,039 | ) | |||||||||
| Basic earnings (loss) per share: | ||||||||||||||||
| Continuing operations | (0.14 | ) | (0.09 | ) | 0.00 | (0.12 | ) | |||||||||
| Discontinued operations | 0.04 | 0.07 | 0.05 | 0.04 | ||||||||||||
| Net earnings (loss) | (0.10 | ) | (0.02 | ) | 0.05 | (0.08 | ) | |||||||||
Diluted earnings (loss) per share: | ||||||||||||||||
| From continuing operations | (0.14 | ) | (0.09 | ) | 0.00 | (0.12 | ) | |||||||||
| From discontinued operations | 0.04 | 0.07 | 0.05 | 0.04 | ||||||||||||
| Net earnings (loss) | (0.10 | ) | (0.02 | ) | 0.05 | (0.08 | ) | |||||||||
| Some earnings (loss) per share amounts may not add due to rounding. | ||||||||||||||||