XML 23 R11.htm IDEA: XBRL DOCUMENT
v3.20.2

STOCK-BASED COMPENSATION: | 3 Months Ended
--- | ---
Jun. 30, 2020
Equity [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 June 30, 2020, there were a total of 7.3 million shares available for future grants under the plans. Stock-based Compensation Expense The Company's stock-based compensation activity for the three months ended June 30, 2020, by award type, was (dollars in millions):
|  | For the three months ended |  |
|  | June 30, |  |
|  | 2020 |  | 2019
Stock options |  | $ | 0.8 |  |  | $ | 0.7 |
Restricted stock units |  | 8.9 |  |  | 11.1 |
Arbor acquisition consideration holdback |  | — |  |  | 2.6 |
DPM acquisition consideration holdback |  | 1.9 |  |  | — |
PDP assumed performance plan |  | 4.6 |  |  | 3.9 |
Other non-employee stock-based compensation |  | 0.3 |  |  | 0.3 |
Total non-cash stock-based compensation included in the condensed consolidated statements of operations |  | 16.5 |  |  | 18.6 |
Less expense related to liability-based equity awards |  | (6.0) |  |  | (3.5) |
Total non-cash stock-based compensation included in the condensed consolidated statements of equity |  | $ | 10.5 |  |  | $ | 15.1 |
The effect of stock-based compensation expense on income, by financial statement line item, was (dollars in millions):
|  | For the three months ended |  |
|  | June 30, |  |
|  | 2020 |  | 2019
Cost of revenue |  | $ | 0.8 |  |  | $ | 0.8 |
Research and development |  | 5.9 |  |  | 4.0 |
Sales and marketing |  | 7.1 |  |  | 8.9 |
General and administrative |  | 2.7 |  |  | 4.9 |
Total non-cash stock-based compensation included in the condensed consolidated statements of operations |  | $ | 16.5 |  |  | $ | 18.6 |
The following table provides the expected future expense for all of the Company's outstanding equity awards at June 30, 2020, by award type. The amount for 2021 represents the remaining nine months ending March 31, 2021. All other periods represent fiscal years ending March 31 (dollars in millions)
|  | For the years ending, |  |  |  |  |  |  |  |  |  |
|  | 2021 |  | 2022 |  | 2023 |  | 2024 |  | 2025 |  | Total
Stock options |  | $ | 1.4 |  |  | $ | 1.1 |  |  | $ | 0.3 |  |  | $ | — |  |  | $ | — |  |  | $ | 2.8 |
Restricted stock units |  | 49.4 |  |  | 56.4 |  |  | 43.0 |  |  | 20.9 |  |  | 2.0 |  |  | 171.7 |
DPM acquisition consideration holdback |  | 6.1 |  |  | 8.1 |  |  | 2.0 |  |  | — |  |  | — |  |  | 16.2 |
PDP assumed performance plan |  | 13.8 |  |  | 9.2 |  |  | — |  |  | — |  |  | — |  |  | 23.0 |
|  | $ | 70.7 |  |  | $ | 74.8 |  |  | $ | 45.3 |  |  | $ | 20.9 |  |  | $ | 2.0 |  |  | $ | 213.7 |
Stock Options Activity Stock option activity for the three months ended June 30, 2020 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, 2020 |  | 1,350,658 |  |  | $ | 14.43 |  |  |  |  |
Exercised |  | (45,227) |  |  | $ | 3.70 |  |  |  |  | $ | 1,818 |
Forfeited or canceled |  | (4,228) |  |  | $ | 1.59 |  |  |  |  |
Outstanding at June 30, 2020 |  | 1,301,203 |  |  | $ | 14.85 |  |  | 3.3 |  | $ | 35,945 |
Exercisable at June 30, 2020 |  | 1,236,810 |  |  | $ | 15.52 |  |  | 3.0 |  | $ | 33,329 |
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 they exercised their options on June 30, 2020. 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 June 30, 2020 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 |  |  | 188,424 |  |  | 5.1 years |  | $ | 1.58 |  |  | 124,031 |  |  | $ | 1.44 |
$ | 10.00 |  |  | — |  | $ | 19.99 |  |  | 709,672 |  |  | 2.3 years |  | $ | 14.69 |  |  | 709,672 |  |  | $ | 14.69 |
$ | 20.00 |  |  | — |  | $ | 24.99 |  |  | 403,107 |  |  | 4.0 years |  | $ | 21.31 |  |  | 403,107 |  |  | $ | 21.31 |
|  |  |  |  |  | 1,301,203 |  |  | 3.3 years |  | $ | 14.85 |  |  | 1,236,810 |  |  | $ | 15.52 |
Restricted Stock Unit Activity Time-vesting restricted stock units ("RSUs") - During the three months ended June 30, 2020, the Company granted RSUs covering 1,604,733 shares of common stock and having a fair value at the date of grant of $60.7 million. The RSUs granted in the current period 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. RSU activity for the three months ended June 30, 2020 was:
|  |  |  | Weighted-average |  |
|  |  |  | fair value per |  | Weighted-average
|  | Number |  | share at grant |  | remaining contractual
|  | of shares |  | date |  | term (in years)
Outstanding at March 31, 2020 |  | 3,351,638 |  |  | $ | 40.68 |  |  | 2.51
Granted |  | 1,604,733 |  |  | $ | 37.82 |  |  |
Vested |  | (395,982) |  |  | $ | 42.04 |  |  |
Forfeited or canceled |  | (102,872) |  |  | $ | 41.90 |  |  |
Outstanding at June 30, 2020 |  | 4,457,517 |  |  | $ | 39.50 |  |  | 2.85
The total fair value of RSUs vested during the three months ended June 30, 2020 was $18.1 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. Performance-based restricted stock units ("PSUs") - Fiscal 2021 plans: During the three months ended June 30, 2020, 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. Under the first 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. 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 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. Under the second performance plan, units covering 172,574 shares of common stock were granted having a fair value at the date of grant of $6.5 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 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 attainment of trailing twelve-month revenue growth and EBITDA margin targets for the period from April 1, 2020 to March 31, 2023. Performance will be measured and vesting evaluated on a quarterly basis beginning with the period ending June 30, 2021 and continuing through the end of the performance period. To the extent that shares are earned in a given quarter, 50% vest immediately and 50% vest on the one-year anniversary of attainment, except that all earned but unvested shares will vest fully at the end of the measurement period. Fiscal 2020 plans: During the three months ended June 30, 2020, the compensation committee approved the final performance attainment on a fiscal 2020 performance plan covering 59,480 PSUs. The awards reached maturity of the relevant performance period at March 31, 2020, and final attainment of these awards was determined by the compensation committee during the quarter ended June 30, 2020 to be 164% resulting in an additional award of 38,063 units (for a total earned amount of 97,543 units). Of the earned amount, one-third vested immediately, while the remaining two-thirds will vest in equal increments in first quarters of fiscal years 2021 and 2022. Fiscal 2019 plans: Subsequent to June 30, 2020, the fiscal 2019 performance plan covering 313,771 units reached its initial quarterly measurement date. Subject to compensation committee approval of attainment, 178,159 units (based on 57% attainment) are expected to be released; half in the fiscal quarter ending September 30, 2020, and half one year later. PSU activity for the three months ended June 30, 2020 was:
|  |  |  | Weighted-average |  |
|  |  |  | fair value per |  | Weighted-average
|  | Number |  | share at grant |  | remaining contractual
|  | of shares |  | date |  | term (in years)
Outstanding at March 31, 2020 |  | 545,446 |  |  | $ | 51.01 |  |  | 2.24
Granted |  | 246,524 |  |  | $ | 43.40 |  |  |
Additional earned performance shares |  | 38,063 |  |  | $ | 55.48 |  |  |
Vested |  | (32,514) |  |  | $ | 55.48 |  |  |
Forfeited or canceled |  | (28,857) |  |  | $ | 32.62 |  |  |
Outstanding at June 30, 2020 |  | 768,662 |  |  | $ | 49.29 |  |  | 2.28
The total fair value of PSUs vested in the three months ended June 30, 2020 was $1.2 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. Consideration Holdback 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. Through June 30, 2020, the Company had recognized a total of $8.1 million related to the DPM consideration holdback. At June 30, 2020, the recognized, but unpaid, balance related to the DPM consideration holdback in other accrued expenses in the condensed consolidated balance sheet was zero, as the first annual settlement occurred at the end of the current fiscal quarter. 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 PDP 2018 Equity Compensation Plan ("PDP PSU plan"). During fiscal 2020, the Company converted the outstanding PDP PSU plan to a time-vesting restricted stock plan ("PDP RSU plan"). Through June 30, 2020, the Company has recognized a total of $42.3 million related to the PDP non-cash stock-based compensation plan. At June 30, 2020, the recognized, but unpaid, balance related to the PDP non-cash stock-based compensation plan in other accrued expenses in the condensed consolidated balance sheet was $4.1 million.

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration