FALSE000073326900007332692024-05-222024-05-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2024
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| LiveRamp Holdings, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| | |
| Delaware | 001-38669 | 83-1269307 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
225 Bush Street, Seventeenth Floor San Francisco, CA (Address of Principal Executive Offices) | | 94104 (Zip Code) |
(888) 987-6764 (Registrant's Telephone Number, Including Area Code) |
| (Former name or former address, if changed since last report) |
| | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, $.10 Par Value | | RAMP | | New York Stock Exchange |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| Emerging growth company | ☐ | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the |
| Exchange Act. | ☐ | |
Section 2—Financial Information
Item 2.02 Results of Operations and Financial Condition
On May 22, 2024, LiveRamp Holdings, Inc. (the “Company”) issued a press release announcing the results of its financial performance for its fourth quarter ended March 31, 2024. The Company will hold a conference call at 1:30 PM PDT today to further discuss this information. Interested parties are invited to listen to the webcast, which will be broadcast via the Internet at www.liveramp.com. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
The information contained in this Item 2.02, including the exhibit attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Section 9—Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | | | | |
| Exhibit Number | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data file (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 22, 2024
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| LiveRamp Holdings, Inc. |
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| By: | /s/ Jerry C. Jones |
| Name: | Jerry C. Jones |
| Title: | EVP, Chief Ethics and Legal Officer and Secretary |
LIVERAMP ANNOUNCES FOURTH QUARTER AND FISCAL YEAR RESULTS
Q4 Revenue up 16% year-over-year
Q4 Subscription Revenue up 11% year-over-year
FY24 Operating Margin of 2% and Non-GAAP Operating Margin of 16%
FY24 Operating Cash Flow of $106 million versus $34 million a year ago
SAN FRANCISCO, Calif., May 22, 2024—LiveRamp® (NYSE: RAMP), the leading data collaboration platform, today announced its financial results for the quarter and fiscal year ended March 31, 2024.
Q4 Financial Highlights
Unless otherwise indicated, all comparisons are to the prior year period.
•Total revenue was $172 million, up 16%.
•Subscription revenue was $134 million, up 11%.
•Marketplace & Other revenue was $38 million, up 38%.
•GAAP gross profit was $124 million, up 18%. GAAP gross margin of 72% expanded by 1 percentage point. Non-GAAP gross profit was $129 million, up 16%. Non-GAAP gross margin of 75% was unchanged.
•GAAP operating loss was $14 million compared to $47 million. GAAP operating margin of negative 8% expanded by 23 points. Non-GAAP operating income was $16 million compared to $14 million. Non-GAAP operating margin of 9% was unchanged.
•GAAP diluted loss per share was $0.08 and non-GAAP diluted earnings per share was $0.25.
•Net cash provided by operating activities was $28 million compared to $31 million.
•Share repurchases in the fourth quarter totaled approximately 405,000 shares for $15 million.
Fiscal Year Financial Highlights
Unless otherwise indicated, all comparisons are to the prior year period.
•Total revenue was $660 million, up 11%.
•Subscription revenue was $514 million, up 6%, and represented 78% of total revenue.
•Marketplace & Other revenue was $146 million, up 28%.
•GAAP gross profit was $480 million, up 13%, and GAAP gross margin of 73% expanded by 1 percentage point. Non-GAAP gross profit was $493 million, up 10%, and non-GAAP gross margin of 75% contracted by 1 point.
•GAAP operating income was $11 million compared to a loss of $126 million. GAAP operating margin of 2% expanded by 23 points. Non-GAAP operating income was $105 million compared to $61 million. Non-GAAP operating margin of 16% expanded by 6 points.
•GAAP diluted EPS was $0.17, and non-GAAP diluted EPS was $1.45.
•Net cash provided by operating activities was $106 million compared to $34 million.
•Share repurchases in fiscal 2024 totaled approximately 2.1 million shares for $61 million. As of March 31, 2024, there was $157 million in remaining capacity under the share repurchase authorization that expires on December 31, 2024.
A reconciliation between GAAP and non-GAAP results is provided in the schedules to this press release.
Commenting on the results, CEO Scott Howe said: "We ended fiscal 2024 on a high note, with fourth quarter revenue and operating income exceeding our expectations, and a positive inflection in several key performance indicators, including annual recurring revenue and $1 million plus customer additions. As we look ahead to FY25, our Data Collaboration Platform is the solution to help advertisers and publishers continue delivering addressable advertising in a world of cookie deprecation and rapidly evolving technology.”
GAAP and Non-GAAP Results
The following table summarizes the Company’s financial results for the fiscal 2024 fourth quarter and full year ended March 31, 2024 ($ in millions, except per share amounts):
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| GAAP | | Non-GAAP |
| Q4 FY24 | FY24 | | Q4 FY24 | FY24 |
| Subscription revenue | $ | 134 | | $ | 514 | | | — | — |
| YoY change % | 11 | % | 6 | % | | | |
| Marketplace & Other revenue | $ | 38 | | $ | 146 | | | — | — |
| YoY change % | 38 | % | 28 | % | | | |
| Total revenue | $ | 172 | | $ | 660 | | | — | — |
| YoY change % | 16 | % | 11 | % | | | |
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| Gross profit | $ | 124 | | $ | 480 | | | $ | 129 | | $ | 493 | |
| % Gross margin | 72 | % | 73 | % | | 75 | % | 75 | % |
| YoY change, pts | 1pts | 1pts | | 0pts | (1)pts |
| | | | | |
| Operating income (loss) | $ | (14) | | $ | 11 | | | $ | 16 | | $ | 105 | |
| % Operating margin | (8) | % | 2 | % | | 9 | % | 16 | % |
| YoY change, pts | 23pts | 23pts | | 0pts | 6pts |
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| Net earnings (loss) | $ | (5) | | $ | 12 | | | $ | 17 | | $ | 98 | |
| Diluted earnings (loss) per share | $ | (0.08) | | $ | 0.17 | | | $ | 0.25 | | $ | 1.45 | |
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| Shares to calculate diluted EPS | 66.3 | | 67.9 | | | 68.5 | | 67.9 | |
| YoY change % | 2 | % | 2 | % | | 3 | % | 1 | % |
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| Net operating cash flow | $ | 28 | | $ | 16 | | | $ | — | | $ | — | |
| Free cash flow to equity | $ | — | | $ | — | | | $ | 26 | | $ | 101 | |
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| Totals may not sum due to rounding. |
A detailed discussion of our non-GAAP financial measures and a reconciliation between GAAP and non-GAAP results is provided in the schedules to this press release.
Additional Business Highlights & Metrics
•In February 2024 we unveiled the next generation of the LiveRamp Data Collaboration Platform, which brings together solutions for the end-to-end marketing lifecycle onto a single platform. The unified offering introduces new capabilities such as a simplified user interface, composable technology for cross-cloud interoperability, and a partner marketplace where innovative third-party developers can build applications showcasing their trusted expertise (additional information).
•In February 2024 we launched enhanced capabilities that help customers optimize addressability, connectivity and measurement across Amazon Marketing Cloud (AMC) and Amazon Demand-Side Platform (DSP). Brand marketers, advertisers, and agencies can now leverage LiveRamp’s integrations with these services to unlock insights and analytics with an industry-leading, privacy-enhancing approach (additional information).
•In April 2024 we were selected as a Google Cloud Partner of the Year for “Industry Solution - Technology: Retail.” LiveRamp was recognized for delivering solutions that help retailers and brands unlock the value of marketing data and analytics in Google Cloud (additional information). This accolade follows LiveRamp’s recognition as Google Cloud’s “Global Industry Technology Partner of the Year” in 2023 and Habu’s recognition in 2023 as Databricks’ Partner of the Year for “Communications, Media and Entertainment.”
•In April 2024 Google announced that it will delay the full deprecation of third-party cookies in Chrome from the second half of 2024 until early 2025. This delay does not change our strategy or market approach. We have been preparing for the deprecation of third-party cookies for some time with the build out of our Authenticated Traffic Solution (ATS) and our investment in clean room technology to enable secure first-party data collaboration.
•ATS is a fully scaled solution that connects publisher and marketer data to better personalize and measure advertising on authenticated inventory. ATS has been adopted by over 21,000 publisher domains and 75% of the comScore 100 publishers. In addition, it is integrated with all major demand-side platforms (DSPs) and supply-side platforms (SSPs). Through these integrations, LiveRamp connects to over 92% of US consumer time spent online.
•LiveRamp ended the quarter with 115 customers whose annualized subscription revenue exceeds $1 million, compared to 95 in the prior year period.
•LiveRamp ended the quarter with 900 direct subscription customers, compared to 920 in the prior year period.
•Fourth quarter subscription net retention was 103% and platform net retention was 108%.
•Fourth quarter annual recurring revenue (ARR), which is the last month of the quarter fixed subscription revenue annualized, was $467 million, up 10% compared to the prior year period.
•Current remaining performance obligations (CRPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $414 million, up 23% compared to the prior year period.
Financial Outlook
LiveRamp’s non-GAAP operating income guidance excludes the impact of non-cash stock compensation, purchased intangible asset amortization, and restructuring and related charges.
For the first quarter of fiscal 2025, LiveRamp expects to report:
•Revenue of $172 million, an increase of 12%
•GAAP operating loss of $8 million
•Non-GAAP operating income of $25 million
For fiscal 2025, LiveRamp expects to report:
•Revenue of between $710 million and $730 million, an increase of between 8% and 11%
•GAAP operating loss of between $8 million and $4 million
•Non-GAAP operating income of between $125 million and $129 million
Conference Call
LiveRamp will hold a conference call today at 1:30 p.m. PT (4:30 p.m. ET) to further discuss this information. Interested parties are invited to listen to a webcast of the conference, which can be accessed on LiveRamp’s investor site. A slide presentation will be referenced during the call and is available here.
About LiveRamp
LiveRamp is the data collaboration platform of choice for the world’s most innovative companies. A groundbreaking leader in consumer privacy, data ethics, and foundational identity, LiveRamp offers a connected customer view with clarity and context while protecting brand and consumer trust. 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 based in San Francisco, California with offices worldwide. Learn more at LiveRamp.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”). These statements, which are not statements of historical fact, may contain estimates, assumptions, projections and/or expectations regarding the Company’s financial position, results of operations for fiscal 2025 and beyond, the integration and expected benefits from the acquisition of Habu, market position, product development, growth opportunities, economic conditions, and other similar forecasts and statements of expectation. Forward-looking statements are often identified by words or phrases such as “anticipate,” “estimate,” “plan,” “expect,” “believe,” “intend,” “foresee,” or the negative of these terms or other similar variations thereof.
These forward-looking statements are not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company’s actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements.
Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in forward-looking statements are uncertainties related to rising interest rates, cost increases, the possibility of a recession, general inflationary pressure, geo-political circumstances that could result in increased economic uncertainties and the associated impacts of these potential events on our suppliers, customers and partners; the Company’s dependence upon customer renewals; new customer additions and upsell within our subscription business; our reliance upon partners, including data suppliers; competition; rapidly changing technology’s impact on our products and services; the risk that we fail to realize the potential benefits of or have difficulty integrating Habu; and attracting, motivating and retaining talent. Additional risks include maintaining our culture and our ability to innovate and evolve while operating in a hybrid work environment, with some employees working remotely at least some of the time within a rapidly changing industry, while also avoiding disruption from reductions in our current workforce as well as disruptions resulting from acquisition, divestiture and other activities affecting our workforce. Our global workforce strategy could possibly encounter difficulty and not be as beneficial as planned. Our international operations are also subject to risks, including the performance of third parties as well as impacts from war and civil unrest, that may harm the Company’s business. The risk of a significant breach of the confidentiality of the information or the security of our or our customers’, suppliers’, or other partners’ data and/or computer systems, or the risk that our current insurance coverage may not be adequate for such a breach, that an insurer might deny coverage for a claim or that such insurance will continue to be available to us on commercially reasonable terms, or at all, could be detrimental to our business, reputation and results of operations. Other business risks include unfavorable publicity and negative public perception about our industry; interruptions or delays in service from data center or cloud hosting vendors we rely upon; and our dependence on the continued availability of third-party data hosting and transmission services. Our clients’ ability to use data on our platform could be restricted if the industry’s use of third-party cookies and tracking technology declines due to technology platform changes, regulation or increased user controls. Changes in regulations and legislation relating to information collection and use represents a risk, as well as changes in tax laws and regulations that are applied to our customers which could cause enterprise software budget tightening. In addition, third parties may claim that we are infringing their intellectual property or may infringe our intellectual property which could result in competitive injury and / or the incurrence of significant costs and draining of our resources.
For a discussion of these and other risks and uncertainties that could affect LiveRamp’s business, reputation, results of operation, financial condition and stock price, please refer to LiveRamp’s filings with the U.S. Securities and Exchange Commission, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of LiveRamp’s most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and subsequent filings.
The financial information set forth in this press release reflects estimates based on information available at this time.
LiveRamp assumes no obligation and does not currently intend to update these forward-looking statements.
To automatically receive LiveRamp financial news by email, please visit www.LiveRamp.com and subscribe to email alerts.
For more information, contact:
LiveRamp Investor Relations
Investor.Relations@LiveRamp.com
LiveRampⓇ and RampIDTM and all other LiveRamp marks contained herein are trademarks or service marks of LiveRamp, Inc. All other marks are the property of their respective owners.
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| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
| (Unaudited) |
| (Dollars in thousands, except per share amounts) |
| | | | | | | |
| | For the three months ended March 31, |
| | | | | | $ | % |
| | 2024 | | 2023 | | Variance | Variance |
| | | | | | | |
| Revenues | | $ | 171,852 | | | $ | 148,626 | | | $ | 23,226 | | 15.6 | % |
| Cost of revenue | | 47,722 | | | 43,472 | | | 4,250 | | 9.8 | % |
| Gross profit | | 124,130 | | | 105,154 | | | 18,976 | | 18.0 | % |
| % Gross margin | | 72.2 | % | | 70.8 | % | | | |
| | | | | | | |
| Operating expenses: | | | | | | | |
| Research and development | | 45,161 | | | 52,220 | | | (7,059) | | (13.5) | % |
| Sales and marketing | | 60,476 | | | 57,506 | | | 2,970 | | 5.2 | % |
| General and administrative | | 30,252 | | | 32,832 | | | (2,580) | | (7.9) | % |
| Gains, losses and other items, net | | 2,516 | | | 9,723 | | | (7,207) | | NA |
| Total operating expenses | | 138,405 | | | 152,281 | | | (13,876) | | (9.1) | % |
| | | | | | | |
| Loss from operations | | (14,275) | | | (47,127) | | | 32,852 | | 69.7 | % |
| % Margin | | (8.3) | % | | (31.7) | % | | | |
| | | | | | | |
| Total other income, net | | 5,070 | | | 4,735 | | | 335 | | 7.1 | % |
| | | | | | | |
| Loss from continuing operations before income taxes | | (9,205) | | | (42,392) | | | $ | 33,187 | | 78.3 | % |
| | | | | | | |
| Income tax benefit | | (3,027) | | | (6,460) | | | $ | 3,433 | | 53.1 | % |
| | | | | | | |
| Net loss from continuing operations | | (6,178) | | | (35,932) | | | $ | 29,754 | | 82.8 | % |
| | | | | | | |
| Earnings from discontinued operations, net of tax | | 805 | | | 4,568 | | | $ | (3,763) | | (82.4) | % |
| | | | | | | |
| Net loss | | $ | (5,373) | | | $ | (31,364) | | | $ | 25,991 | | 82.9 | % |
| | | | | | | |
| Basic earnings (loss) per share | | | | | | | |
| Continuing operations | | $ | (0.09) | | | $ | (0.55) | | | 0.46 | | 83.1 | % |
| Discontinued operations | | 0.01 | | | 0.07 | | | (0.06) | | n/a |
| Basic earnings (loss) per share | | $ | (0.08) | | | $ | (0.48) | | | 0.40 | | 83.2 | % |
| | | | | | | |
| Diluted earnings (loss) per share | | | | | | | |
| Continuing operations | | $ | (0.09) | | | $ | (0.55) | | | 0.46 | | 83.1 | % |
| Discontinued operations | | 0.01 | | | 0.07 | | | (0.06) | | n/a |
| Diluted earnings (loss) per share | | $ | (0.08) | | | $ | (0.48) | | | 0.40 | | 83.2 | % |
| | | | | | | |
| Basic weighted average shares | | 66,323 | | | 65,126 | | | | |
| Diluted weighted average shares | | 66,323 | | | 65,126 | | | | |
Totals may not sum due to rounding.
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| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES | | |
| CONSOLIDATED STATEMENTS OF OPERATIONS | | |
| (Unaudited) | | |
| (Dollars in thousands, except per share amounts) | | |
| | | | | | | | | |
| | For the twelve months ended March 31, |
| | | | | | $ | % | | |
| | 2024 | | 2023 | | Variance | Variance | | |
| | | | | | | | | |
| Revenues | | $ | 659,661 | | | $ | 596,583 | | | $ | 63,078 | | 10.6 | % | | |
| Cost of revenue | | 179,489 | | | 170,084 | | | 9,405 | | 5.5 | % | | |
| Gross profit | | 480,172 | | | 426,499 | | | 53,673 | | 12.6 | % | | |
| % Gross margin | | 72.8 | % | | 71.5 | % | | | | | |
| | | | | | | | | |
| Operating expenses: | | | | | | | | | |
| Research and development | | 151,201 | | | 189,195 | | | (37,994) | | (20.1) | % | | |
| Sales and marketing | | 195,693 | | | 202,437 | | | (6,744) | | (3.3) | % | | |
| General and administrative | | 110,166 | | | 125,351 | | | (15,185) | | (12.1) | % | | |
| Gains, losses and other items, net | | 11,708 | | | 35,316 | | | (23,608) | | (66.8) | % | | |
| Total operating expenses | | 468,768 | | | 552,299 | | | (83,531) | | (15.1) | % | | |
| | | | | | | | | |
| Income (loss) from operations | | 11,404 | | | (125,800) | | | 137,204 | | 109.1 | % | | |
| % Margin | | 1.7 | % | | (21.1) | % | | | | | |
| | | | | | | | | |
| Total other income, net | | 22,957 | | | 6,946 | | | 16,011 | | 230.5 | % | | |
| | | | | | | | | |
| Income (loss) from continuing operations before income taxes | | 34,361 | | | (118,854) | | | 153,215 | | 128.9 | % | | |
| | | | | | | | | |
| Income tax expense | | 24,270 | | | 5,252 | | | 19,018 | | 362.1 | % | | |
| | | | | | | | | |
| Net earnings (loss) from continuing operations | | 10,091 | | | (124,106) | | | 134,197 | | 108.1 | % | | |
| | | | | | | | | |
| Earnings from discontinued operations, net of tax | | 1,790 | | | 5,404 | | | (3,614) | | (66.9) | % | | |
| | | | | | | | | |
| Net earnings (loss) | | $ | 11,881 | | | $ | (118,702) | | | 130,583 | | 110.0 | % | | |
| | | | | | | | | |
| Basic earnings (loss) per share | | | | | | | | | |
| Continuing operations | | $ | 0.15 | | | $ | (1.87) | | | 2.02 | | 108.1 | % | | |
| Discontinued operations | | 0.03 | | | 0.08 | | | (0.05) | | n/a | | |
| Basic earnings (loss) per share | | $ | 0.18 | | | $ | (1.79) | | | 1.97 | | 110.0 | % | | |
| | | | | | | | | |
| Diluted earnings (loss) per share | | | | | | | | | |
| Continuing operations | | $ | 0.15 | | | $ | (1.87) | | | 2.02 | | 107.9 | % | | |
| Discontinued operations | | 0.03 | | | 0.08 | | | (0.06) | | n/a | | |
| Diluted earnings (loss) per share | | $ | 0.17 | | | $ | (1.79) | | | 1.96 | | 109.8 | % | | |
| | | | | | | | | |
| Basic weighted average shares | | 66,266 | | | 66,352 | | | | | | |
| Diluted weighted average shares | | 67,918 | | | 66,352 | | | | | | |
Totals may not sum due to rounding.
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| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| RECONCILIATION OF GAAP TO NON-GAAP EPS (1) |
| (Unaudited) |
| (Dollars in thousands, except per share amounts) |
| | | | | | | | |
| | For the three months ended March 31, | | For the twelve months ended March 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | | |
| Income (loss) from continuing operations before income taxes | | (9,205) | | | (42,392) | | | 34,361 | | | (118,854) | |
| Income tax expense (benefit) | | (3,027) | | | (6,460) | | | 24,270 | | | 5,252 | |
| Net earnings (loss) from continuing operations | | (6,178) | | | (35,932) | | | 10,091 | | | (124,106) | |
| Earnings from discontinued operations, net of tax | | 805 | | | 4,568 | | | 1,790 | | | 5,404 | |
| Net earnings (loss) | | (5,373) | | | (31,364) | | | 11,881 | | | (118,702) | |
| | | | | | | | |
| Earnings (loss) per share: | | | | | | | | |
| Basic | | (0.08) | | | (0.48) | | | 0.18 | | | (1.79) | |
| Diluted | | (0.08) | | | (0.48) | | | 0.17 | | | (1.79) | |
| | | | | | | | |
| Excluded items: | | | | | | | | |
| Purchased intangible asset amortization (cost of revenue) | | 3,097 | | | 3,336 | | | 8,785 | | 16,825 |
| Non-cash stock compensation (cost of revenue and operating expenses) | | 24,780 | | | 44,658 | | | 71,304 | | 125,800 |
| | | | | | | | |
| Transformation costs (general and administrative) | | — | | | 3,663 | | | 1,875 | | 9,025 |
| Restructuring charges (gains, losses, and other) | | 2,516 | | | 9,723 | | | 11,708 | | 35,316 |
| | | | | | | | |
| Total excluded items, continuing operations | | 30,393 | | | 61,380 | | | 93,672 | | | 186,966 | |
| | | | | | | | |
| Income from continuing operations before income taxes and excluding items | | 21,188 | | | 18,988 | | | 128,033 | | | 68,112 | |
| Income tax expense (benefit) (2) | | 3,947 | | | (2,141) | | | 29,882 | | | 10,121 | |
| Non-GAAP net earnings from continuing operations | | 17,241 | | | 21,129 | | | 98,151 | | | 57,991 | |
| | | | | | | | |
| Non-GAAP earnings per share from continuing operations: | | | | | | | | |
| Basic | | 0.26 | | | 0.32 | | | 1.48 | | | 0.87 | |
| Diluted | | 0.25 | | | 0.32 | | | 1.45 | | | 0.86 | |
| | | | | | | | |
| Basic weighted average shares | | 66,323 | | | 65,126 | | | 66,266 | | | 66,352 | |
| Diluted weighted average shares | | 68,471 | | | 66,268 | | | 67,918 | | | 67,097 | |
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
(2) Income taxes were calculated by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusting for discrete tax items in the period. The differences between our GAAP and non-GAAP effective tax rates were primarily due to the net tax effects of the excluded items, coupled with larger pre-tax losses for GAAP purposes versus smaller pre-tax losses or income for non-GAAP purposes.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| RECONCILIATION OF GAAP TO NON-GAAP INCOME (LOSS) FROM OPERATIONS (1) |
| (Unaudited) |
| (Dollars in thousands) |
| | | | | | | | |
| | For the three months ended March 31, | | For the twelve months ended March 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | | |
| Income (loss) from continuing operations | | $ | (14,275) | | | $ | (47,127) | | | $ | 11,404 | | | $ | (125,800) | |
| | | | | | | | |
| Excluded items: | | | | | | | | |
| Purchased intangible asset amortization (cost of revenue) | | 3,097 | | | 3,336 | | | 8,785 | | | 16,825 | |
| Non-cash stock compensation (cost of revenue and operating expenses) | | 24,780 | | | 44,658 | | | 71,304 | | | 125,800 | |
| Transformation costs (general and administrative) | | — | | | 3,663 | | | 1,875 | | | 9,025 | |
| Restructuring charges (gains, losses, and other) | | 2,516 | | | 9,723 | | | 11,708 | | | 35,316 | |
| Total excluded items | | 30,393 | | | 61,380 | | | 93,672 | | | 186,966 | |
| | | | | | | | |
| Income from continuing operations before excluded items | | $ | 16,118 | | | $ | 14,253 | | | $ | 105,076 | | | $ | 61,166 | |
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
.
.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| RECONCILIATION OF ADJUSTED EBITDA (1) |
| (Unaudited) |
| (Dollars in thousands) |
| | | | | | | | |
| | For the three months ended March 31, | | For the twelve months ended March 31, |
| | 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | | |
| Net earnings (loss) from continuing operations | | $ | (6,178) | | | $ | (35,932) | | | $ | 10,091 | | | $ | (124,106) | |
| | | | | | | | |
| Income tax expense (benefit) | | (3,027) | | | (6,460) | | | 24,270 | | | 5,252 | |
| | | | | | | | |
| Other income, net | | (5,070) | | | (4,735) | | | (22,957) | | | (6,946) | |
| | | | | | | | |
| Income (loss) from operations | | (14,275) | | | (47,127) | | | 11,404 | | | (125,800) | |
| | | | | | | | |
| Depreciation and amortization | | 3,823 | | | 4,226 | | | 11,508 | | | 20,787 | |
| | | | | | | | |
| EBITDA | | $ | (10,452) | | | $ | (42,901) | | | $ | 22,912 | | | $ | (105,013) | |
| | | | | | | | |
| | | | | | | | |
| Other adjustments: | | | | | | | | |
| Non-cash stock compensation (cost of revenue and operating expenses) | | $ | 24,780 | | | $ | 44,658 | | | $ | 71,304 | | | $ | 125,800 | |
| Transformation costs (general and administrative) | | — | | | 3,663 | | | 1,875 | | | 9,025 | |
| Restructuring charges (gains, losses, and other) | | 2,516 | | | 9,723 | | | 11,708 | | | 35,316 | |
| | | | | | | | |
| Other adjustments | | 27,296 | | | 58,044 | | | 84,887 | | | 170,141 | |
| | | | | | | | |
| Adjusted EBITDA | | $ | 16,844 | | | $ | 15,143 | | | $ | 107,799 | | | $ | 65,128 | |
| | | | | | | | |
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| (Dollars in thousands) |
| | | | | | | |
| | March 31, | | March 31, | | $ | % |
| | 2024 | | 2023 | | Variance | Variance |
| Assets | | (unaudited) | | | | | |
| Current assets: | | | | | | | |
| Cash and cash equivalents | | $ | 336,867 | | | $ | 464,448 | | | $ | (127,581) | | (27.5) | % |
| Restricted cash | | 2,604 | | | — | | | 2,604 | | 100.0 | % |
| Short-term investments | | 32,045 | | | 32,807 | | | (762) | | (2.3) | % |
| Trade accounts receivable, net | | 190,313 | | | 157,379 | | | 32,934 | | 20.9 | % |
| Refundable income taxes, net | | 8,521 | | | 28,897 | | | (20,376) | | (70.5) | % |
| Other current assets | | 31,682 | | | 31,028 | | | 654 | | 2.1 | % |
| Total current assets | | 602,032 | | | 714,559 | | | (112,527) | | (15.7) | % |
| | | | | | | |
| Property and equipment | | 25,394 | | | 39,393 | | | (13,999) | | (35.5) | % |
| Less - accumulated depreciation and amortization | | 17,213 | | | 32,308 | | | (15,095) | | (46.7) | % |
| Property and equipment, net | | 8,181 | | | 7,085 | | | 1,096 | | 15.5 | % |
| | | | | | | |
| Intangible assets, net | | 34,583 | | | 9,868 | | | 24,715 | | 250.5 | % |
| Goodwill | | 501,756 | | | 363,116 | | | 138,640 | | 38.2 | % |
| Deferred commissions, net | | 48,143 | | | 37,030 | | | 11,113 | | 30.0 | % |
| Other assets, net | | 36,748 | | | 41,045 | | | (4,297) | | (10.5) | % |
| | $ | 1,231,443 | | | $ | 1,172,703 | | | $ | 58,740 | | 5.0 | % |
| | | | | | | |
| Liabilities and Stockholders' Equity | | | | | | | |
| Current liabilities: | | | | | | | |
| Trade accounts payable | | $ | 81,202 | | | $ | 86,568 | | | $ | (5,366) | | (6.2) | % |
| Accrued payroll and related expenses | | 61,575 | | | 33,434 | | | 28,141 | | 84.2 | % |
| Other accrued expenses | | 42,857 | | | 35,736 | | | 7,121 | | 19.9 | % |
| Deferred revenue | | 30,942 | | | 19,091 | | | 11,851 | | 62.1 | % |
| | | | | | | |
| Total current liabilities | | 216,576 | | | 174,829 | | | 41,747 | | 23.9 | % |
| | | | | | | |
| Other liabilities | | 65,732 | | | 71,798 | | | (6,066) | | (8.4) | % |
| | | | | | | |
| Stockholders' equity: | | | | | | | |
| Preferred stock | | — | | | — | | | — | | n/a |
| Common stock | | 15,594 | | | 15,399 | | | 195 | | 1.3 | % |
| Additional paid-in capital | | 1,933,776 | | | 1,855,916 | | | 77,860 | | 4.2 | % |
| Retained earnings | | 1,314,172 | | | 1,302,291 | | | 11,881 | | 0.9 | % |
| Accumulated other comprehensive income | | 3,964 | | | 4,504 | | | (540) | | (12.0) | % |
| Treasury stock, at cost | | (2,318,371) | | | (2,252,034) | | | (66,337) | | 2.9 | % |
| Total stockholders' equity | | 949,135 | | | 926,076 | | | 23,059 | | 2.5 | % |
| | | | | | | |
| | $ | 1,231,443 | | | $ | 1,172,703 | | | $ | 58,740 | | 5.0 | % |
| | | | | | | | | | | | | | |
| | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| (Dollars in thousands) |
| | For the three months ended March 31, |
| | 2024 | | 2023 |
| Cash flows from operating activities: | | | | |
| Net loss | | $ | (5,373) | | | $ | (31,364) | |
| Earnings from discontinued operations, net of tax | | (805) | | | (4,568) | |
| Non-cash operating activities: | | | | |
| Depreciation and amortization | | 3,823 | | | 4,226 | |
| Loss on disposal or impairment of assets | | 6 | | | 16 | |
| Lease-related impairment and restructuring charges | | (546) | | | 9,380 | |
| | | | |
| Provision for doubtful accounts | | 1,947 | | | 48 | |
| | | | |
| Deferred income taxes | | (498) | | | (89) | |
| Non-cash stock compensation expense | | 24,780 | | | 44,658 | |
| Changes in operating assets and liabilities: | | | | |
| Accounts receivable, net | | 8,700 | | | 15,048 | |
| Deferred commissions | | (3,971) | | | (4,313) | |
| Other assets | | 8,514 | | | 6,117 | |
| Accounts payable and other liabilities | | (246) | | | (6,060) | |
| Income taxes | | (7,285) | | | (6,371) | |
| Deferred revenue | | (1,403) | | | 3,937 | |
| Net cash provided by operating activities | | 27,643 | | | 30,665 | |
| Cash flows from investing activities: | | | | |
| Capital expenditures | | (1,791) | | | (103) | |
| | | | |
| Proceeds from sale of strategic investment | | — | | | 994 | |
| Cash paid in acquisitions, net of cash received | | (170,281) | | | — | |
| | | | |
| Purchases of investments | | (24,509) | | | (25,197) | |
| Proceeds from sales of investments | | 25,000 | | | — | |
| | | | |
| Net cash used in investing activities | | (171,581) | | | (24,306) | |
| Cash flows from financing activities: | | | | |
| Proceeds related to the issuance of common stock under stock and employee benefit plans | | 1 | | | 4 | |
| Shares repurchased for tax withholdings upon vesting of stock-based awards | | (719) | | | (218) | |
| | | | |
| Acquisition of treasury stock | | (15,177) | | | — | |
| Net cash used in financing activities | | (15,895) | | | (214) | |
| | | | | | | | | | | | | | |
| | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| (Dollars in thousands) |
| | For the three months ended March 31, |
| | 2024 | | 2023 |
| Cash flows from discontinued operations: | | | | |
| From operating activities | | 805 | | | 4,568 | |
| Net cash provided by discontinued operations | | 805 | | | 4,568 | |
| Effect of exchange rate changes on cash | | (447) | | | 219 | |
| | | | |
| Net change in cash and cash equivalents | | (159,475) | | | 10,932 | |
| Cash and cash equivalents at beginning of period | | 498,946 | | | 453,516 | |
| Cash and cash equivalents at end of period | | $ | 339,471 | | | $ | 464,448 | |
| | | | |
| Supplemental cash flow information: | | | | |
| Cash paid for income taxes, net - continuing operations | | $ | 4,905 | | | $ | 1,076 | |
| Cash (received) for income taxes, net - discontinued operations | | (1,258) | | | (7,025) | |
| Cash paid for operating lease liabilities | | 2,594 | | | 2,510 | |
| Operating lease assets obtained in exchange for operating lease liabilities | | 148 | | | — | |
| | | | |
| Purchases of property, plant and equipment remaining unpaid at period end | | 104 | | | 47 | |
| | | | | | | | | | | | | | |
| | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| (Dollars in thousands) |
| | For the twelve months ended March 31, |
| | 2024 | | 2023 |
| Cash flows from operating activities: | | | | |
| Net earnings (loss) | | $ | 11,881 | | | $ | (118,702) | |
| Earnings from discontinued operations, net of tax | | (1,790) | | | (5,404) | |
| Non-cash operating activities: | | | | |
| Depreciation and amortization | | 11,508 | | | 20,787 | |
| Loss on disposal or impairment of assets | | 1,219 | | | 4,137 | |
| Lease-related impairment and restructuring charges | | 1,769 | | | 27,545 | |
| Gain on sale of strategic investments | | — | | | (194) | |
| | | | |
| Provision for doubtful accounts | | 2,254 | | | 1,776 | |
| Impairment of goodwill | | 2,875 | | | — | |
| Deferred income taxes | | (458) | | | 115 | |
| Non-cash stock compensation expense | | 71,304 | | | 125,800 | |
| Changes in operating assets and liabilities: | | | | |
| Accounts receivable, net | | (32,336) | | | (12,123) | |
| Deferred commissions | | (11,113) | | | (6,436) | |
| Other assets | | 9,426 | | | 7,705 | |
| Accounts payable and other liabilities | | 8,508 | | | (15,369) | |
| Income taxes | | 22,275 | | | 596 | |
| Deferred revenue | | 8,334 | | | 4,208 | |
| Net cash provided by operating activities | | 105,656 | | | 34,441 | |
| Cash flows from investing activities: | | | | |
| Capital expenditures | | (4,255) | | | (4,696) | |
| | | | |
| Proceeds from sale of strategic investment | | — | | | 1,394 | |
| Cash paid in acquisitions, net of cash received | | (170,281) | | | — | |
| | | | |
| Purchases of investments | | (48,894) | | | (28,197) | |
| Proceeds from sales of investments | | 50,750 | | | 3,000 | |
| Purchases of strategic investments | | (1,000) | | | (500) | |
| Net cash used in investing activities | | (173,680) | | | (28,999) | |
| Cash flows from financing activities: | | | | |
| | | | |
| | | | |
| Proceeds related to the issuance of common stock under stock and employee benefit plans | | 7,222 | | | 6,259 | |
| Shares repurchased for tax withholdings upon vesting of stock-based awards | | (5,835) | | | (2,272) | |
| | | | |
| Acquisition of treasury stock | | (60,502) | | | (149,997) | |
| Net cash used in financing activities | | (59,115) | | | (146,010) | |
| | | | | | | | | | | | | | |
| | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| (Dollars in thousands) |
| | For the twelve months ended March 31, |
| | 2024 | | 2023 |
| | | | |
| Cash flows from discontinued operations: | | | | |
| From operating activities | | 1,790 | | | 5,404 | |
| Net cash provided by discontinued operations | | 1,790 | | | 5,404 | |
| Effect of exchange rate changes on cash | | 372 | | | (550) | |
| | | | |
| Net change in cash and cash equivalents | | (124,977) | | | (135,714) | |
| Cash and cash equivalents at beginning of period | | 464,448 | | | 600,162 | |
| Cash and cash equivalents at end of period | | $ | 339,471 | | | $ | 464,448 | |
| | | | |
| Supplemental cash flow information: | | | | |
| Cash paid (received) for income taxes, net - continuing operations | | $ | 2,465 | | | $ | 5,801 | |
| Cash (received) for income taxes - discontinued operations | | (2,765) | | | (8,332) | |
| Cash paid for operating lease liabilities | | 10,293 | | | 8,243 | |
| Operating lease assets obtained in exchange for operating lease liabilities | | 11,825 | | | 69 | |
| Operating lease assets, and related lease liabilities, relinquished in lease terminations | | (4,486) | | | (6,781) | |
| Purchases of property, plant and equipment remaining unpaid at period end | | 104 | | | 47 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| LIVERAMP HOLDINGS, INC AND SUBSIDIARIES |
| CALCULATION OF FREE CASH FLOW TO EQUITY (1) |
| (Unaudited) |
| (Dollars in thousands) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | 6/30/2022 | 9/30/2022 | 12/31/2022 | 3/31/2023 | FY2023 | | 6/30/2023 | 9/30/2023 | 12/31/2023 | 3/31/2024 | FY2024 |
| | | | | | | | | | | | |
| Net Cash Provided by (Used in) Operating Activities | $ | (33,369) | | $ | 21,375 | | $ | 15,770 | | $ | 30,665 | | $ | 34,441 | | | $ | 25,693 | | $ | 35,764 | | $ | 16,556 | | $ | 27,643 | | $ | 105,656 | |
| | | | | | | | | | | | |
| Less: | | | | | | | | | | | |
| | | | | | | | | | | | |
| Capital expenditures | (1,741) | | (2,673) | | (179) | | (103) | | (4,696) | | | (53) | | (200) | | (2,211) | | (1,791) | | (4,255) | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Free Cash Flow to Equity | $ | (35,110) | | $ | 18,702 | | $ | 15,591 | | $ | 30,562 | | $ | 29,745 | | | $ | 25,640 | | $ | 35,564 | | $ | 14,345 | | $ | 25,852 | | $ | 101,401 | |
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
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| | | | | | | | | | | | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
| (Unaudited) |
| (Dollars in thousands, except per share amounts) |
| | | | | | | | | | | | | FY24 to FY23 |
| 6/30/2022 | 9/30/2022 | 12/31/2022 | 3/31/2023 | FY2023 | | 6/30/2023 | 9/30/2023 | 12/31/2023 | 3/31/2024 | FY2024 | | % | $ |
| | | | | | | | | | | | | | |
| Revenues | $ | 142,243 | | $ | 147,099 | | $ | 158,615 | | $ | 148,626 | | $ | 596,583 | | | $ | 154,069 | | $ | 159,871 | | $ | 173,869 | | $ | 171,852 | | $ | 659,661 | | | 10.6 | % | $ | 63,078 | |
| Cost of revenue | 41,021 | | 42,304 | | 43,287 | | 43,472 | | 170,084 | | | 45,621 | | 41,212 | | 44,934 | | 47,722 | | 179,489 | | | 5.5 | % | 9,405 | |
| Gross profit | 101,222 | | 104,795 | | 115,328 | | 105,154 | | 426,499 | | | 108,448 | | 118,659 | | 128,935 | | 124,130 | | 480,172 | | | 12.6 | % | 53,673 | |
| % Gross margin | 71.2 | % | 71.2 | % | 72.7 | % | 70.8 | % | 71.5 | % | | 70.4 | % | 74.2 | % | 74.2 | % | 72.2 | % | 72.8 | % | | | |
| | | | | | | | | | | | | | |
| Operating expenses | | | | | | | | | | | | | | |
| Research and development | 47,661 | | 46,139 | | 43,175 | | 52,220 | | 189,195 | | | 34,519 | | 33,733 | | 37,788 | | 45,161 | | 151,201 | | | (20.1) | % | (37,994) | |
| Sales and marketing | 51,280 | | 45,949 | | 47,702 | | 57,506 | | 202,437 | | | 44,879 | | 44,135 | | 46,203 | | 60,476 | | 195,693 | | | (3.3) | % | (6,744) | |
| General and administrative | 27,144 | | 28,718 | | 36,657 | | 32,832 | | 125,351 | | | 26,664 | | 26,009 | | 27,241 | | 30,252 | | 110,166 | | | (12.1) | % | (15,185) | |
| Gains, losses and other items, net | 739 | | 13,111 | | 11,743 | | 9,723 | | 35,316 | | | 116 | | 6,574 | | 2,502 | | 2,516 | | 11,708 | | | (66.8) | % | (23,608) | |
| Total operating expenses | 126,824 | | 133,917 | | 139,277 | | 152,281 | | 552,299 | | | 106,178 | | 110,451 | | 113,734 | | 138,405 | | 468,768 | | | (15.1) | % | (83,531) | |
| | | | | | | | | | | | | | |
| Income (loss) from operations | (25,602) | | (29,122) | | (23,949) | | (47,127) | | (125,800) | | | 2,270 | | 8,208 | | 15,201 | | (14,275) | | 11,404 | | | 109.1 | % | 137,204 | |
| % Margin | (18.0) | % | (19.8) | % | (15.1) | % | (31.7) | % | (21.1) | % | | 1.5 | % | 5.1 | % | 8.7 | % | (8.3) | % | 1.7 | % | | | |
| | | | | | | | | | | | | | |
| Total other income (expense), net | 699 | | 2,248 | | (736) | | 4,735 | | 6,946 | | | 4,849 | | 6,431 | | 6,607 | | 5,070 | | 22,957 | | | 230.5 | % | 16,011 | |
| | | | | | | | | | | | | | |
| Income (loss) from continuing operations before income taxes | (24,903) | | (26,874) | | (24,685) | | (42,392) | | (118,854) | | | 7,119 | | 14,639 | | 21,808 | | (9,205) | | 34,361 | | | 128.9 | % | 153,215 | |
| Income taxes expense (benefit) | 2,315 | | 3,562 | | 5,835 | | (6,460) | | 5,252 | | | 8,705 | | 10,163 | | 8,429 | | (3,027) | | 24,270 | | | 362.1 | % | 19,018 | |
| Net loss from continuing operations | (27,218) | | (30,436) | | (30,520) | | (35,932) | | (124,106) | | | (1,586) | | 4,476 | | 13,379 | | (6,178) | | 10,091 | | | 108.1 | % | $ | 134,197 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
| (Unaudited) |
| (Dollars in thousands, except per share amounts) |
| | | | | | | | | | | | | FY24 to FY23 |
| 6/30/2022 | 9/30/2022 | 12/31/2022 | 3/31/2023 | FY2023 | | 6/30/2023 | 9/30/2023 | 12/31/2023 | 3/31/2024 | FY2024 | | % | $ |
| | | | | | | | | | | | | | |
| Earnings from discontinued operations, net of tax | — | | — | | 836 | | 4,568 | | 5,404 | | | — | | 387 | | 598 | | 805 | | 1,790 | | | (66.9) | % | $ | (3,614) | |
| | | | | | | | | | | | | | |
| Net earnings (loss) | $ | (27,218) | | $ | (30,436) | | $ | (29,684) | | $ | (31,364) | | $ | (118,702) | | | $ | (1,586) | | $ | 4,863 | | $ | 13,977 | | $ | (5,373) | | $ | 11,881 | | | 110.0 | % | $ | 130,583 | |
| | | | | | | | | | | | | | |
| Diluted earnings (loss) per share | $ | (0.40) | | $ | (0.45) | | $ | (0.46) | | $ | (0.48) | | $ | (1.79) | | | $ | (0.02) | | 0.07 | | 0.21 | | (0.08) | | 0.17 | | | n/a | $ | 1.96 | |
| | | | | | | | | | | | | | |
| Some earnings (loss) per share amounts may not add due to rounding. | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1) |
| (Unaudited) |
| (Dollars in thousands) |
| | | | | | | | | | | |
| 6/30/2022 | 9/30/2022 | 12/31/2022 | 3/31/2023 | FY2023 | | 6/30/2023 | 9/30/2023 | 12/31/2023 | 3/31/2024 | FY2024 |
| Expenses: | | | | | | | | | | | |
| Cost of revenue | $ | 41,021 | | $ | 42,304 | | $ | 43,287 | | $ | 43,472 | | $ | 170,084 | | | $ | 45,621 | | $ | 41,212 | | $ | 44,934 | | $ | 47,722 | | $ | 179,489 | |
| Research and development | 47,661 | | 46,139 | | 43,175 | | 52,220 | | 189,195 | | | 34,519 | | 33,733 | | 37,788 | | 45,161 | | 151,201 | |
| Sales and marketing | 51,280 | | 45,949 | | 47,702 | | 57,506 | | 202,437 | | | 44,879 | | 44,135 | | 46,203 | | 60,476 | | 195,693 | |
| General and administrative | 27,144 | | 28,718 | | 36,657 | | 32,832 | | 125,351 | | | 26,664 | | 26,009 | | 27,241 | | 30,252 | | 110,166 | |
| Gains, losses and other items, net | 739 | | 13,111 | | 11,743 | | 9,723 | | 35,316 | | | 116 | | 6,574 | | 2,502 | | 2,516 | | 11,708 | |
| | | | | | | | | | | |
| Gross profit, continuing operations: | 101,222 | | 104,795 | | 115,328 | | 105,154 | | 426,499 | | | 108,448 | | 118,659 | | 128,935 | | 124,130 | | 480,172 | |
| % Gross margin | 71.2 | % | 71.2 | % | 72.7 | % | 70.8 | % | 71.5 | % | | 70.4 | % | 74.2 | % | 74.2 | % | 72.2 | % | 72.8 | % |
| | | | | | | | | | | |
| Excluded items: | | | | | | | | | | | |
| Purchased intangible asset amortization (cost of revenue) | 4,643 | | 4,637 | | 4,209 | | 3,336 | | 16,825 | | | 3,290 | | 1,217 | | 1,181 | | 3,097 | | 8,785 | |
| Non-cash stock compensation (cost of revenue) | 1,163 | | 1,293 | | 1,208 | | 2,653 | | 6,317 | | | 629 | | 629 | | 817 | | 1,478 | | 3,553 | |
| Non-cash stock compensation (research and development) | 11,656 | | 12,360 | | 10,654 | | 20,737 | | 55,407 | | | 5,077 | | 5,293 | | 6,960 | | 9,859 | | 27,189 | |
| Non-cash stock compensation (sales and marketing) | 5,884 | | 6,116 | | 5,871 | | 11,558 | | 29,429 | | | 3,736 | | 4,786 | | 4,089 | | 6,337 | | 18,948 | |
| Non-cash stock compensation (general and administrative) | 5,522 | | 7,524 | | 11,891 | | 9,710 | | 34,647 | | | 3,850 | | 5,027 | | 5,631 | | 7,106 | | 21,614 | |
| Restructuring charges (gains, losses, and other) | 739 | | 13,111 | | 11,743 | | 9,723 | | 35,316 | | | 116 | | 6,574 | | 2,502 | | 2,516 | | 11,708 | |
| Transformation costs (general and administrative) | — | | 1,250 | | 4,112 | | 3,663 | | 9,025 | | | 1,875 | | — | | — | | — | | 1,875 | |
| | | | | | | | | | | |
| Total excluded items | $ | 29,607 | | $ | 46,291 | | $ | 49,688 | | $ | 61,380 | | $ | 186,966 | | | $ | 18,573 | | $ | 23,526 | | $ | 21,180 | | $ | 30,393 | | $ | 93,672 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1) (Continued) |
| (Unaudited) |
| (Dollars in thousands) |
| | | | | | | | | | | |
| 6/30/2022 | 9/30/2022 | 12/31/2022 | 3/31/2023 | FY2023 | | 6/30/2023 | 9/30/2023 | 12/31/2023 | 3/31/2024 | FY2024 |
| Expenses, excluding items: | | | | | | | | | | | |
| Cost of revenue | $ | 35,215 | | $ | 36,374 | | $ | 37,870 | | $ | 37,483 | | $ | 146,942 | | | $ | 41,702 | | $ | 39,366 | | $ | 42,936 | | $ | 43,147 | | $ | 167,151 | |
| Research and development | 36,005 | | 33,779 | | 32,521 | | 31,483 | | 133,788 | | | 29,442 | | 28,440 | | 30,828 | | 35,302 | | 124,012 | |
| Sales and marketing | 45,396 | | 39,833 | | 41,831 | | 45,948 | | 173,008 | | | 41,143 | | 39,349 | | 42,114 | | 54,139 | | 176,745 | |
| General and administrative | 21,622 | | 19,944 | | 20,654 | | 19,459 | | 81,679 | | | 20,939 | | 20,982 | | 21,610 | | 23,146 | | 86,677 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Gross profit, excluding items: | $ | 107,028 | | $ | 110,725 | | $ | 120,745 | | $ | 111,143 | | $ | 449,641 | | | $ | 112,367 | | $ | 120,505 | | $ | 130,933 | | $ | 128,705 | | $ | 492,510 | |
| % Gross margin | 75.2 | % | 75.3 | % | 76.1 | % | 74.8 | % | 75.4 | % | | 72.9 | % | 75.4 | % | 75.3 | % | 74.9 | % | 74.7 | % |
| | | | | | | | | | | |
| | | | | | | | | | | |
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| RECONCILIATION OF GAAP TO NON-GAAP EPS (1) |
| (Unaudited) |
| (Dollars in thousands, except per share amounts) |
| | | | | | | | | | | | |
| | 6/30/2022 | 9/30/2022 | 12/31/2022 | 3/31/2023 | FY2023 | | 6/30/2023 | 9/30/2023 | 12/31/2023 | 3/31/2024 | FY2024 |
| | | | | | | | | | | | |
| Income (loss) from continuing operations before income taxes | | $ | (24,903) | | $ | (26,874) | | $ | (24,685) | | $ | (42,392) | | $ | (118,854) | | | $ | 7,119 | | 14,639 | | 21,808 | | (9,205) | | 34,361 | |
| Income taxes expense (benefit) | | 2,315 | | 3,562 | | 5,835 | | (6,460) | | 5,252 | | | 8,705 | | 10,163 | | 8,429 | | (3,027) | | 24,270 | |
| Net earnings (loss) from continuing operations | | (27,218) | | (30,436) | | (30,520) | | (35,932) | | (124,106) | | | (1,586) | | 4,476 | | 13,379 | | (6,178) | | 10,091 | |
| | | | | | | | | | | | |
| Earnings from discontinued operations, net of tax | | — | | — | | 836 | | 4,568 | | 5,404 | | | — | | 387 | | 598 | | 805 | | 1,790 | |
| | | | | | | | | | | | |
| Net earnings (loss) | | (27,218) | | (30,436) | | (29,684) | | (31,364) | | (118,702) | | | (1,586) | | 4,863 | | 13,977 | | (5,373) | | 11,881 | |
| | | | | | | | | | | | |
| Earnings (loss) per share: | | | | | | | | | | | | |
| Basic | | $ | (0.40) | | $ | (0.45) | | $ | (0.46) | | $ | (0.48) | | $ | (1.79) | | | $ | (0.02) | | 0.07 | | 0.21 | | (0.08) | | 0.18 | |
| Diluted | | $ | (0.40) | | $ | (0.45) | | $ | (0.46) | | $ | (0.48) | | $ | (1.79) | | | $ | (0.02) | | 0.07 | | 0.21 | | (0.08) | | 0.17 | |
| | | | | | | | | | | | |
| Excluded items: | | | | | | | | | | | | |
| Purchased intangible asset amortization (cost of revenue) | | 4,643 | | 4,637 | | 4,209 | | 3,336 | | 16,825 | | | 3,290 | | 1,217 | | 1,181 | | 3,097 | | 8,785 | |
| Non-cash stock compensation (cost of revenue and operating expenses) | | 24,225 | | 27,293 | | 29,624 | | 44,658 | | 125,800 | | | 13,292 | | 15,735 | | 17,497 | | 24,780 | | 71,304 | |
| | | | | | | | | | | | |
| Restructuring and merger charges (gains, losses, and other) | | 739 | | 13,111 | | 11,743 | | 9,723 | | 35,316 | | | 116 | | 6,574 | | 2,502 | | 2,516 | | 11,708 | |
| Transformation costs (general and administrative) | | — | | 1,250 | | 4,112 | | 3,663 | | 9,025 | | | 1,875 | | — | | — | | — | | 1,875 | |
| | | | | | | | | | | | |
| Total excluded items from continuing operations | | $ | 29,607 | | $ | 46,291 | | $ | 49,688 | | $ | 61,380 | | $ | 186,966 | | | $ | 18,573 | | $ | 23,526 | | $ | 21,180 | | $ | 30,393 | | $ | 93,672 | |
|
| Income from continuing operations before income taxes and excluding items | | $ | 4,704 | | $ | 19,417 | | $ | 25,003 | | $ | 18,988 | | $ | 68,112 | | | $ | 25,692 | | $ | 38,165 | | $ | 42,988 | | $ | 21,188 | | $ | 128,033 | |
| Income taxes expense (benefit) | | 1,237 | | 4,557 | | 6,468 | | (2,141) | | 10,121 | | | 6,167 | | 9,036 | | 10,732 | | 3,947 | | 29,882 | |
| Non-GAAP net earnings from continuing operations | | $ | 3,467 | | $ | 14,860 | | $ | 18,535 | | $ | 21,129 | | $ | 57,991 | | | $ | 19,525 | | $ | 29,129 | | $ | 32,256 | | $ | 17,241 | | $ | 98,151 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| RECONCILIATION OF GAAP TO NON-GAAP EPS (1) |
| (Unaudited) |
| (Dollars in thousands, except per share amounts) |
| | | | | | | | | | | | |
| | 6/30/2022 | 9/30/2022 | 12/31/2022 | 3/31/2023 | FY2023 | | 6/30/2023 | 9/30/2023 | 12/31/2023 | 3/31/2024 | FY2024 |
| | | | | | | | | | | | |
| Non-GAAP earnings per share from continuing operations: | | | | | | | | | | | | |
| Basic | | $ | 0.05 | | $ | 0.22 | | $ | 0.29 | | $ | 0.32 | | $ | 0.87 | | | $ | 0.29 | | $ | 0.44 | | $ | 0.49 | | $ | 0.26 | | $ | 1.48 | |
| Diluted | | $ | 0.05 | | $ | 0.22 | | $ | 0.28 | | $ | 0.32 | | $ | 0.86 | | | $ | 0.29 | | $ | 0.43 | | $ | 0.47 | | $ | 0.25 | | $ | 1.45 | |
| | | | | | | | | | | | |
| Basic weighted average shares | | 68,403 | | 67,096 | | 64,784 | | 65,126 | | 66,352 | | | 66,497 | | 66,284 | | 65,961 | | 66,323 | | 66,266 | |
| Diluted weighted average shares | | 69,195 | | 67,568 | | 65,356 | | 66,268 | | 67,097 | | | 67,388 | | 67,868 | | 67,943 | | 68,471 | | 67,918 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Some totals may not add due to rounding | | | | | | |
| | | | | | | | | | | | |
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
|
| | | | | | | | | | | | | | | | | |
| | | | | | | |
| LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES |
| RECONCILIATION OF GAAP TO NON-GAAP OPERATING INCOME(LOSS) GUIDANCE (1) |
| (Unaudited) |
| (Dollars in thousands) |
| | | | | | | |
| For the quarter ending | | For the year ending | | |
| June 30, 2024 | | March 31, 2025 | | |
| | | | | | | |
| | | | Low | High | | |
| | | | | | | |
| GAAP loss from operations | $ | (8,000) | | | | $ | (8,000) | | $ | (4,000) | | | |
| | | | | | | |
| Excluded items: | | | | | | | |
| Purchased intangible asset amortization | 4,000 | | | | 14,000 | | 14,000 | | | |
| Non-cash stock compensation | 29,000 | | | | 116,000 | | 116,000 | | | |
| Restructuring costs | — | | | | 3,000 | | 3,000 | | | |
| | | | | | | |
| Total excluded items | 33,000 | | | | 133,000 | | 133,000 | | | |
| | | | | | | |
| Non-GAAP income from operations | $ | 25,000 | | | | $ | 125,000 | | $ | 129,000 | | | |
| | | | | | | |
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.
APPENDIX A
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
Q4 FISCAL 2024 FINANCIAL RESULTS
EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS
To supplement our financial results, we use non-GAAP measures which exclude certain acquisition related expenses, non-cash stock compensation and restructuring charges. We believe these measures are helpful in understanding our past performance and our future results. Our non-GAAP financial measures and schedules are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated GAAP financial statements. Our management regularly uses these non-GAAP financial measures internally to understand, manage and evaluate our business and to make operating decisions. These measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is also based in part on the performance of our business based on these non-GAAP measures.
Our non-GAAP financial measures, including non-GAAP earnings (loss) per share, income (loss) from operations and adjusted EBITDA reflect adjustments based on the following items, as well as the related income tax effects when applicable:
Purchased intangible asset amortization: We incur amortization of purchased intangibles in connection with our acquisitions. Purchased intangibles include (i) developed technology, (ii) customer and publisher relationships, and (iii) trade names. We expect to amortize for accounting purposes the fair value of the purchased intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue for us, we exclude this item because this expense is non-cash in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our operational performance.
Non-cash stock compensation: Non-cash stock compensation consists of charges for associate restricted stock units, performance shares and stock options in accordance with current GAAP related to stock-based compensation including expense associated with stock-based compensation related to unvested options assumed in connection with our acquisitions. As we apply stock-based compensation standards, we believe that it is useful to investors to understand the impact of the application of these standards to our operational performance. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by us and because such expense is not used by us to assess the core profitability of our business operations.
Restructuring charges: During the past several years, we have initiated certain restructuring activities in order to align our costs in connection with both our operating plans and our business strategies based on then-current economic conditions. As a result, we recognized costs related to termination benefits for employees whose positions were eliminated, lease and other contract termination charges, and asset impairments. These items, as well as third party expenses associated with business acquisitions in the current year, reported as gains, losses, and other items, net, are excluded from non-GAAP results because such amounts are not used by us to assess the core profitability of our business operations.
Transformation costs: In previous years, we incurred significant expenses to separate the financial statements of our operating segments, with particular focus on segment-level balance sheets, and to evaluate portfolio priorities. Our criteria for excluding transformation expenses from our non-GAAP measures is as follows: 1) projects are discrete in nature; 2) excluded expenses consist only of third-party consulting fees that we would not incur otherwise; and 3) we do not exclude employee related expenses or other costs associated with the ongoing operations of our business. We substantially completed those projects during the third quarter of fiscal year 2018. Beginning in the fourth quarter of fiscal 2018, and through most of fiscal 2019, we incurred transaction support expenses and system separation costs related to the Company's announced evaluation of strategic options for its Marketing Solutions (AMS) business. In the first and second quarters of fiscal 2021 in response to the potential COVID-19 pandemic impact on our
business and again during fiscal 2023 in response to macroeconomic conditions, we incurred significant costs associated with the assessment of strategic and operating plans, including our long-term location strategy, and assistance in implementing the restructuring activities as a result of this assessment. Our criteria for excluding these costs are the same. We believe excluding these items from our non-GAAP financial measures is useful for investors and provides meaningful supplemental information.
Our non-GAAP financial schedules are:
Non-GAAP EPS, Non-GAAP Income from Operations, and Non-GAAP expenses: Our Non-GAAP earnings per share, Non-GAAP income from operations, and Non-GAAP expenses reflect adjustments as described above, as well as the related tax effects where applicable.
Adjusted EBITDA: Adjusted EBITDA is defined as net income from continuing operations before income taxes, other expenses, depreciation and amortization, and including adjustments as described above. We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments and to compare our results to those of our competitors. We believe that the inclusion of Adjusted EBITDA provides useful supplementary information to and facilitates analysis by investors in evaluating the Company's performance and trends. The presentation of Adjusted EBITDA is not meant to be considered in isolation or as an alternative to net earnings as an indicator of our performance.
Free Cash Flow to Equity: To supplement our statement of cash flows, we use a non-GAAP measure of cash flow to analyze cash flows generated from operations. Free cash flow to equity is defined as operating cash flow less cash used by investing activities (excluding the impact of cash paid in acquisitions), less required payments of debt, and excluding the impact of discontinued operations. Management believes that this measure of cash flow is meaningful since it represents the amount of money available from continuing operations for the Company's discretionary spending after funding all required obligations including scheduled debt payments. The presentation of non-GAAP free cash flow to equity is not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.
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May 22, 2024 |
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-Name Exchange Act
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-Publisher SEC
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| Period Type: |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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| Namespace Prefix: |
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