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STOCK-BASED COMPENSATION: | 9 Months Ended
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Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
STOCK-BASED COMPENSATION: | STOCK-BASED COMPENSATION: Stock-based Compensation Plans The Company has stock option and equity compensation plans for which a total of 42.3 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At December 31, 2018, there were a total of 12.3 million shares available for future grants under the plans. During the quarter ended September 30, 2018, the Board voted to amend the Amended and Restated 2005 Equity Compensation Plan to increase the number of shares available under the plan from 32.9 million shares to 37.9 million shares, bringing the total number of shares reserved for issuance since inception of all plans from 37.3 million shares at June 30, 2018 to 42.3 million shares beginning in the quarter ended September 30, 2018. The amendment received shareholder approval at the September 20, 2018 annual shareholders' meeting. Stock-based Compensation Expense The Company's stock-based compensation activity for the nine months ended December 31, 2018, by award type, was (dollars in millions):
|  | For the nine months ended |  |
|  | December 31, |  |
|  | 2018 |  | 2017
Stock options |  | $ | 2.6 |  | $ | 4.0
Performance stock options |  | 0.2 |  | 0.9
Restricted stock units |  | 34.6 |  | 21.6
Arbor acquisition consideration holdback |  | 11.5 |  | 11.5
Pacific Data Partners assumed performance plan |  | 11.8 |  | —
Other non-employee stock-based compensation |  | 0.9 |  | 0.9
Total non-cash stock-based compensation included in the condensed consolidated statements of operations |  | 61.6 |  | 38.9
Less expense related to liability-based equity awards |  | (10.8) |  | —
Stock-based compensation of discontinued operations |  | 62.9 |  | 7.8
Total non-cash stock-based compensation included in the condensed consolidated statement of equity |  | $ | 113.7 |  | $ | 46.7
Stock Option Activity of Continuing Operations Stock option activity for the nine months ended December 31, 2018 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, 2018 |  | 2,456,184 |  | $ | 13.30 |  |  |  |
Exercised |  | (870,453) |  | $ | 11.22 |  |  |  | $ | 27,517
Forfeited or canceled |  | (25,591) |  | $ | 18.64 |  |  |  |
Outstanding at December 31, 2018 |  | 1,560,140 |  | $ | 14.37 |  | 4.8 |  | $ | 37,850
Exercisable at December 31, 2018 |  | 1,378,721 |  | $ | 15.27 |  | 4.5 |  | $ | 32,210
The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between LiveRamp’s closing stock price on the last trading day of the period and the exercise price for each in-the-money option) that would have been received by the option holders had option holders exercised their options on December 31, 2018. This amount changes based upon changes in the fair market value of LiveRamp’s common stock. A summary of stock options outstanding and exercisable as of December 31, 2018 was:
|  |  |  |  |  | Options outstanding |  |  |  |  |  | Options exercisable |  |
Range of |  |  |  |  |  |  |  | Weighted-average |  | Weighted-average |  |  |  | Weighted-average
exercise price |  |  |  |  |  | Options |  | remaining |  | exercise price |  | Options |  | exercise price
per share |  |  |  |  |  | outstanding |  | contractual life |  | per share |  | exercisable |  | per share
$ | 0.61 |  | — |  | $ | 9.99 |  | 304,455 |  | 5.3 years |  | $ | 1.45 |  | 192,111 |  | $ | 1.46
$ | 10.00 |  | — |  | $ | 19.99 |  | 732,241 |  | 3.9 years |  | $ | 14.78 |  | 662,833 |  | $ | 14.50
$ | 20.00 |  | — |  | $ | 24.99 |  | 523,444 |  | 5.8 years |  | $ | 21.31 |  | 523,444 |  | $ | 21.31
|  |  |  |  |  | 1,560,140 |  | 4.8 years |  | $ | 14.37 |  | 1,378,388 |  | $ | 15.27
Future expense for these options is expected to be approximately $3.4 million in total over the next three years. Performance Stock Option Unit Activity of Continuing Operations Performance stock option unit activity for the nine months ended December 31, 2018 was:
|  |  |  |  |  | Weighted-average |  |
|  |  |  | Weighted-average |  | remaining |  | Aggregate
|  | Number |  | exercise price |  | contractual term |  | intrinsic value
|  | of shares |  | per share |  | (in years) |  | (in thousands)
Outstanding at March 31, 2018 |  | 322,823 |  | $ | 21.42 |  |  |  |
Forfeited or canceled |  | (187,885) |  | $ | 21.41 |  |  |  |
Outstanding at December 31, 2018 |  | 134,938 |  | $ | 21.44 |  | 1.4 |  | $ | 2,320
Exercisable at December 31, 2018 |  | — |  | $ | — |  | — |  | $ | —
Of the performance stock option units outstanding at March 31, 2018, 161,412 reached maturity of the relevant performance period at March 31, 2018. The units attained a 0% attainment level. As a result, they were canceled in the current fiscal year. Future expense for these performance stock option units is expected to be approximately $0.6 million in total over the next three years. Restricted Stock Unit Activity Related to Disposition of AMS Performance-based Restricted Stock Unit Conversions In conjunction with the disposition of AMS, together with the change-in-control guidelines of the Company's 2005 Equity Compensation Plan, the Company converted its outstanding TSR-based performance restricted stock units ("PSUs") to time-vesting restricted stock units ("RSUs"). On the conversion date, the performance period was truncated and attainment measured, resulting in conversion of the PSUs to RSUs at a 200% conversion rate. Each converted RSU held by an AMS associate was vested immediately. The remaining converted RSUs will cliff vest on the same date as the original PSU performance period maturity date. Share activity related to these conversions was:
|  |  |  | Continuing Operations |  | Discontinued Operations |  | Total Continuing and Discontinued Operations
TSR-based performance restricted stock units converted to time-based restricted stock units, by fiscal year granted: |  | Original Performance Maturity Date: |  |  |  |  |  |
Fiscal 2017 PSU |  | 3/31/2019 |  | (168,939) |  | (45,657) |  | (214,596)
Fiscal 2018 PSU |  | 3/31/2020 |  | (153,233) |  | (32,545) |  | (185,778)
Fiscal 2019 PSU |  | 3/31/2021 |  | (186,539) |  | (30,188) |  | (216,727)
Totals |  |  |  | (508,711) |  | (108,390) |  | (617,101)
Time-based restricted stock units converted from TSR-based performance restricted stock units |  | RSU Cliff Vest Date (Continuing Ops Only): |  |  |  |  |  |
Fiscal 2017 PSU |  | 3/31/2019 |  | 337,878 |  | 91,314 |  | 429,192
Fiscal 2018 PSU |  | 3/31/2020 |  | 306,466 |  | 65,090 |  | 371,556
Fiscal 2019 PSU |  | 3/31/2021 |  | 373,078 |  | 60,376 |  | 433,454
Totals |  |  |  | 1,017,422 |  | 216,780 |  | 1,234,202
The Company recognized both incremental and accelerated compensation costs in the condensed consolidated statement of operations related to the PSU conversions. The impact on compensation costs was (dollars in thousands):
|  | Continuing Operations |  | Discontinued Operations |  | Total Continuing and Discontinued Operations
Incremental compensation costs |  | $ | 7,179 |  | $ | 1,599 |  | $ | 8,778
Accelerated compensation costs of original grant date fair value related to immediate vesting of converted PSUs of AMS associates |  | $ | — |  | $ | 1,607 |  | $ | 1,607
AMS Restricted Stock Unit Accelerations In conjunction with the disposition of AMS, the Company accelerated the vesting of substantially all outstanding time-vesting restricted stock units of AMS associates to the date of disposition, including converted PSU shares, resulting in the release of restricted stock units covering 1,187,344 shares of common stock. The Company recognized $54.0 million of compensation costs related to the accelerated vesting and release of these units which is included in net earnings from discontinued operations, net of tax in the condensed consolidated statement of operations. Of the $54.0 million compensation costs, $27.0 million represented incremental compensation cost and $27.0 million represented accelerated original grant date fair value compensation cost. Restricted Stock Unit Activity During the nine months ended December 31, 2018, the Company granted time-vesting restricted stock units covering 1,877,874 shares of common stock with a fair value at the date of grant of $63.2 million. Of the restricted stock units granted in the current period, 197,115 vest in equal annual increments over four years, 1,272,337 vest 25% at the one-year anniversary and 75% in equal quarterly increments over the subsequent three years, 330,415 vest 50% at the two-year anniversary and 50% in equal annual increments over the subsequent two years, and 78,007 vest over one year. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. Time-vesting restricted stock unit activity for the nine months ended December 31, 2018 was:
|  |  |  | Weighted-average |  |
|  |  |  | fair value per |  | Weighted-average
|  | Number |  | share at grant |  | remaining contractual
|  | of shares |  | date |  | term (in years)
Outstanding at March 31, 2018 |  | 2,702,497 |  | $ | 24.60 |  | 2.34
Granted |  | 1,877,874 |  | $ | 33.66 |  |
Vested |  | (1,363,871) |  | $ | 24.60 |  |
Forfeited or canceled |  | (265,878) |  | $ | 25.39 |  |
PSUs converted to RSUs in conjunction with AMS disposition |  | 1,017,422 |  | $ | 21.21 |  |
Outstanding at December 31, 2018 |  | 3,968,044 |  | $ | 27.97 |  | 2.37
The total fair value of time-vesting restricted stock units vested for the nine months ended December 31, 2018 was $54.4 million and is measured as the quoted market price of the Company's common stock on the vesting date for the number of shares vested. During the nine months ended December 31, 2018, the Company granted performance-based restricted stock units, in two separate plans, covering 516,954 shares of common stock having a fair value at the date of grant of $21.1 million. Under the first performance plan, units covering 186,539 shares of common stock were granted having a fair value at the date of grant of $5.8 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 186,539 units may vest in a number of shares from 25% to 200% of the award, based on the total shareholder return of LiveRamp common stock compared to total shareholder return of a group of peer companies established by the compensation committee for the period from April 1, 2018 to March 31, 2021. All of these awards were converted to RSUs at the time of the AMS disposition. Under the second performance plan, units covering 330,415 shares of common stock were granted having a fair value at the date of grant of $15.3 million equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee of the board of directors. The units may vest in a number of shares from zero to 200% of the award, based on the attainment of revenue growth and margin targets. Non-vested performance-based restricted stock unit activity for the nine months ended December 31, 2018 was:
|  |  |  | Weighted-average |  |
|  |  |  | fair value per |  | Weighted-average
|  | Number |  | share at grant |  | remaining contractual
|  | of shares |  | date |  | term (in years)
Outstanding at March 31, 2018 |  | 561,018 |  | $ | 25.68 |  | 2.53
Granted |  | 516,954 |  | $ | 40.82 |  |
Additional earned performance shares |  | 176 |  | $ | 23.89 |  |
Vested |  | (61,330) |  | $ | 24.22 |  |
Forfeited or canceled |  | (129,501) |  | $ | 25.15 |  |
PSUs converted to RSUs in conjunction with AMS disposition |  | (508,711) |  | $ | 28.08 |  |
Outstanding at December 31, 2018 |  | 378,606 |  | $ | 43.55 |  | 3.45
Future expense for restricted stock units is expected to be approximately $12.5 million for the three months ending March 31, 2019, $42.5 million in fiscal 2020, $27.9 million in fiscal 2021, $15.6 million in fiscal 2022, and $4.2 million in fiscal 2023. Other Performance Unit Activity Other performance-based stock unit activity for the nine months ended December 31, 2018 was:
|  |  |  | Weighted-average |  |
|  |  |  | fair value per |  | Weighted-average
|  | Number |  | share at grant |  | remaining contractual
|  | of shares |  | date |  | term (in years)
Outstanding at March 31, 2018 |  | 111,111 |  | $ | 5.33 |  | -
Vested |  | (45,364) |  | $ | 5.33 |  |
Forfeited or canceled |  | (65,747) |  | $ | 5.33 |  |
Outstanding at December 31, 2018 |  | — |  | $ | — |  | -
The 111,111 performance-based units outstanding at March 31, 2018 reached maturity of the relevant performance period on March 31, 2018. The units achieved a 100% performance attainment level. However, application of the share price adjustment factor resulted in a 59% reduction in shares vested in the current fiscal quarter. During the nine months ended December 31, 2018, shares having a fair value of approximately $36.9 million were withheld from the units vested and exercised in the tables above. The withheld shares represented the value of employee payroll tax withholding for taxable stock-based compensation awards. The $36.9 million fair value resulted in the return of 953,523 shares to treasury stock and is included in shares repurchased for tax withholding upon vesting of stock-based awards in the condensed consolidated statements of cash flows. Stock-based Compensation Expense Related to Discontinued Operations Total stock-based compensation expense related to discontinued operations for the nine months ended December 31, 2018 and 2017 was $62.9 million and $7.8 million, respectively and is included in non-cash stock-based compensation in the condensed consolidated statement of equity. Consideration Holdback As part of the Company’s acquisition of Arbor in fiscal 2017, $38.3 million of the acquisition consideration otherwise payable with respect to shares of restricted Arbor common stock held by certain key employees was subject to holdback by the Company pursuant to agreements with those employees (each, a “Holdback Agreement”). The Holdback Agreement specifies the payment of the consideration in monthly installments using LiveRamp shares over a thirty month period. Total expense related to the Holdback Agreements for the nine months ended December 31, 2018 and 2017 was $11.5 million in each period. Through December 31, 2018, the Company had recognized a total of $31.9 million expense related to the Holdback Agreements. Future expense related to the Holdback Agreements is expected to be approximately $6.4 million over the next two fiscal quarters. Pacific Data Partners ("PDP") Assumed Performance Plan In connection with the fiscal 2018 acquisition of PDP, the Company assumed the outstanding performance compensation plan under the 2018 Equity Compensation Plan of Pacific Data Partners, LLC ("PDP PSU plan"). Total expense related to the PDP PSU plan for the nine months ended December 31, 2018 was $11.8 million. Through December 31, 2018, the Company has recognized a total of $13.8 million related to the PDP PSU plan. Future expense is expected to be approximately $3.9 million in fiscal 2019, $15.8 million in fiscal 2020, $15.8 million in fiscal 2021, and $15.7 million in fiscal 2022, based on expectations of full attainment. At December 31, 2018, the recognized, but unpaid, balance related to the PDP PSU plan in other accrued expenses in the condensed consolidated balance sheet was $12.4 million.

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -URI http://asc.fasb.org/subtopic&trid=2208855 + Details
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