LiveRamp Holdings Inc
For the period ended Mar 31, 2024. Filed May 22, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed May 22, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended March 31, 2024
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from ----- to -----
Commission file number 001-38669
| LiveRamp Holdings, Inc. | ||
|---|---|---|
| (Exact Name of Registrant as Specified in Its Charter) | ||
| Delaware(State or Other Jurisdiction of Incorporation or Organization) | 83-1269307(I.R.S. Employer Identification No.) | |
| 225 Bush Street, Seventeenth FloorSan Francisco, CA(Address of Principal Executive Offices) | 94104(Zip Code) | |
| (888) 987-6764(Registrant's Telephone Number, Including Area Code) | ||
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $.10 Par Value | RAMP | New York Stock Exchange |
| Securities registered pursuant to Section 12(g) of the Act: None | ||
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | |
|---|---|
| Yes [X] | No [ ] |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | |
| Yes [ ] | No [X] |
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | |
| Yes [X] | No [ ] |
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | |
| Yes [X] | No [ ] |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. | |
|---|---|
| Large accelerated filer [X] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company ☐ |
| Emerging growth company ☐ | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] | |
|---|---|
| Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [☒] | |
| If securities are registered pursuant Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ | |
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ | |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | |
| Yes ☐ | No [☒] |
The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s Common Stock, $.10 par value per share, as of the last business day of the registrant’s most recently completed second fiscal quarter as reported on the New York Stock Exchange was approximately $1,293,050,600. (For purposes of determination of the above stated amount only, all directors, executive officers and 10% or more shareholders of the registrant are presumed to be affiliates.)
The number of shares of common stock, $0.10 par value per share, outstanding as of May 17, 2024 was 66,153,860.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2024 Annual Meeting of Stockholders (“2024 Proxy Statement”) of LiveRamp Holdings, Inc. (“LiveRamp,” the “Company,” “we”, “us”, or “our”) are incorporated by reference into Part III of this Form 10-K.
TABLE OF CONTENTS
| Page No. | ||
|---|---|---|
| Documents Incorporated by Reference | 2 | |
| Part I | ||
| Availability of SEC Filings and Corporate Governance Information; Cautionary Statements | 4 | |
| Item 1. | Business | 7 |
| Item 1A. | Risk Factors | 20 |
| Item 1B. | Unresolved Staff Comments | 32 |
| Item 1C. | Cybersecurity | 32 |
| Item 2. | Properties | 33 |
| Item 3. | Legal Proceedings | 34 |
| Item 4. | Mine Safety Disclosures | 34 |
| Part II | ||
| Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 35 |
| Item 6. | [Reserved] | 37 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 37 |
| Item 8. | Financial Statements and Supplementary Data | 38 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 38 |
| Item 9A. | Controls and Procedures | 38 |
| Item 9B. | Other Information | 39 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 39 |
| Part III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 40 |
| Item 11. | Executive Compensation | 40 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 41 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 42 |
| Item 14. | Principal Accountant Fees and Services | 42 |
| Part IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 46 |
| Signatures | 44 | |
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