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ACQUISITIONS: | 12 Months Ended
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Mar. 31, 2021
Business Combinations [Abstract] |
ACQUISITIONS: | ACQUISITIONS: DataFleets On February 17, 2021, the Company acquired DataFleets, a cloud data platform that enables data silos to be unified without moving data or compromising privacy. This acquisition expands LiveRamp's data protection capabilities to unlock greater data access and control for its customers. In addition, the deal opens up new use cases as well as new markets for distributed data collaboration through LiveRamp Safe Haven. The Company has included the financial results of DataFleets in the consolidated financial statements as of the fourth quarter of fiscal 2021. The acquisition date fair value of the consideration for DataFleets was approximately $67.2 million, which consisted of the following (dollars in thousands):
Cash, net of $2.1 million cash acquired |  | $ | 58,264 |
Restricted cash held in escrow |  | 8,900 |
Total fair value of consideration transferred |  | $ | 67,164 |
On the acquisition date, the Company delivered $8.9 million of cash to an escrow agent according to the terms of the purchase agreement. The principal escrow is owned by the Company until funds are delivered to the DataFleets sellers one year from the acquisition date. All interest and earnings on the principal escrow amount remain the property of the Company. The total fair value of replacement stock options issued was $2.9 million for future services and will be expensed over the future requisite service periods. In connection with the DataFleets acquisition, the Company agreed to pay $18.1 million to certain key employees (see "Consideration Holdback' in Note 14). The consideration holdback is payable in three equal, annual increments, based on the anniversary dates of the acquisition, and is payable in shares of Company common stock. The number of shares to be issued annually will vary based on the market price of the shares on the date of issuance. The consideration holdback is not part of the purchase price, as vesting is dependent on continued employment of the key employees. It will be recorded as non-cash stock-based compensation expense over the three-year earning period. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition (dollars in thousands):
|  | February 17, 2021
Assets acquired: |  |
Cash |  | $ | 2,099 |
Goodwill |  | 56,436 |
Intangible assets |  | 11,400 |
Other current and noncurrent assets |  | 1,119 |
Total assets acquired |  | 71,054 |
Deferred income taxes |  | (1,716) |
Accounts payable and accrued expenses |  | (75) |
Net assets acquired |  | 69,263 |
Less: |  |
Cash acquired |  | (2,099) |
Net purchase price allocated |  | 67,164 |
Less: |  |
Restricted cash held in escrow |  | (8,900) |
Net cash paid in acquisition |  | $ | 58,264 |
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to expectations to the development of future technology. The goodwill balance is not deductible for U.S. income tax purposes. The Company initially recognized the assets and liabilities acquired based on its preliminary estimates of their fair values as of the acquisition date. As additional information becomes known concerning the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of the measurement period, which is not longer than a one-year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of the estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. As of March 31, 2021, the Company has not completed its analysis of deferred income taxes. The fair value currently assigned to deferred income taxes was based on the information that was available as of the date of the acquisition. The Company expects to finalize the deferred income taxes as soon as practicable. The amounts allocated to intangible assets in the table above included developed technology, and customer relationships/trade name. Intangible assets are being amortized on a straight-line basis over the estimated useful lives. The following table presents the components of intangible assets acquired and their estimated useful lives as of the acquisition date (dollars in thousands):
|  |  |  | Useful life
|  | Fair value |  | (in years)
Developed technology |  | $ | 11,000 |  |  | 4
Customer relationships/trade names |  | 400 |  |  | 2
Total intangible assets |  | $ | 11,400 |  |  |
The Company has omitted pro forma disclosures related to this acquisition date as the pro forma effect of this acquisition is not material. Acuity Data On July 16, 2020, the Company completed the acquisition of Acuity Data, a team of global retail and consumer packaged goods ("CPG") experts, for approximately $2.9 million in cash. The acquisition also included a three-year performance plan having a maximum potential attainment of $5.1 million that would be recorded as non-cash stock-based compensation expense if achieved. The acquisition strengthens the retail analytics capabilities of our Safe Haven platform by enabling better reporting, insights, and collaboration for retailers and CPG companies, bridging the gap between trade and media by bringing consumers' digital signals and retail transaction data together in a privacy-conscious manner. The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition (dollars in thousands):
|  | July 16, 2020
Assets acquired: |  |
Cash |  | $ | 184 |
Trade accounts receivable |  | 156 |
Goodwill |  | 2,011 |
Intangible assets |  | 1,100 |
Other current and noncurrent assets |  | 43 |
Total assets acquired |  | 3,494 |
Deferred income taxes |  | (288) |
Accounts payable and accrued expenses |  | (89) |
Net assets acquired |  | 3,117 |
Less: |  |
Cash acquired |  | (184) |
Net cash paid |  | $ | 2,933 |
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to the development of future technology and products, development of future customer relationships, and the Acuity assembled workforce. The Company has omitted pro forma disclosures related to this acquisition as the pro forma effect of this acquisition is not material. Data Plus Math On July 2, 2019, the Company closed its acquisition of Data Plus Math Corporation ("DPM"), a media measurement company that works with brands, agencies, cable operators, streaming TV services and networks to tie cross-screen ad exposure with real-world outcomes. The Company has included the financial results of DPM in the consolidated financial statements from the acquisition date. The acquisition date fair value of the consideration for DPM was approximately $118.0 million, which consisted of the following (dollars in thousands):
Cash, net of $0.4 million cash acquired |  | $ | 100,886 |
Restricted cash held in escrow |  | 14,815 |
Fair value of replacement stock options considered a component of purchase price |  | 2,300 |
Total fair value of consideration transferred |  | $ | 118,001 |
On the acquisition date, the Company delivered $14.8 million of cash to an escrow agent according to the terms of the purchase agreement. The principal escrow amount was owned by the Company until funds were delivered to the DPM sellers in the second quarter of fiscal 2021. All interest and earnings on the principal escrow amount remained the property of the Company. The total fair value of the replacement stock options issued was $7.4 million of which $2.3 million was allocated to the purchase consideration and $5.1 million was allocated to future services and will be expensed over the future requisite service periods (see Note 14). In connection with the DPM acquisition, the Company agreed to pay $24.7 million to certain key employees (see "Consideration Holdback" in Note 14). The consideration holdback is payable in three equal, annual increments, based on the anniversary dates of the acquisition, and is payable in shares of Company common stock. The number of shares to be issued annually will vary depending on the market price of the shares on the date of issuance. The consideration holdback is not part of the purchase price, as vesting is dependent on continued employment of the key employees. It will be recorded as non-cash stock-based compensation expense over the three-year earning period. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (dollars in thousands):
|  | July 2, 2019
Assets acquired: |  |
Cash |  | $ | 438 |
Trade accounts receivable |  | 957 |
Goodwill |  | 90,619 |
Intangible assets |  | 34,000 |
Other current and noncurrent assets |  | 1,186 |
Total assets acquired |  | 127,200 |
Deferred income taxes |  | (6,034) |
Accounts payable and accrued expenses |  | (2,727) |
Net assets acquired |  | 118,439 |
Less: |  |
Cash acquired |  | (438) |
Net purchase price allocated |  | 118,001 |
Less: |  |
Restricted cash held in escrow |  | (14,815) |
Fair value of replacement stock options considered a component of purchase price |  | (2,300) |
Net cash paid in acquisition |  | $ | 100,886 |
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to expectations to development of future technology and products, development of future customer relationships, and the DPM's assembled workforce. The goodwill balance is not deductible for U.S. income tax purposes. The amounts allocated to intangible assets in the table above included developed technology, data supply relationships, customer relationships, and trademarks. Intangible assets are being amortized on a straight-line basis over the estimated useful lives. The following table presents the components of intangible assets acquired and their estimated useful lives as of the acquisition date (dollars in thousands):
|  |  |  | Useful life
|  | Fair value |  | (in years)
Developed technology |  | $ | 11,000 |  |  | 4
Data supply relationships |  | 16,000 |  |  | 4
Customer relationships |  | 6,000 |  |  | 4
Trademarks |  | 1,000 |  |  | 2
Total intangible assets |  | $ | 34,000 |  |  |
The Company has omitted disclosures of revenue and net loss of the acquired company from the acquisition date as the amounts are not material. The unaudited pro forma financial information in the table below summarizes the combined results of operations for LiveRamp and DPM for the purposes of unaudited pro forma financial information disclosure as if the companies were combined as of the beginning of fiscal 2019. The unaudited pro forma financial information for all periods presented included the business combination accounting effects resulting from these acquisitions, including amortization charges from acquired intangible assets, stock-based compensation charges for unvested restricted stock-based awards and stock options assumed, if any, and the related tax effects as though the aforementioned companies were combined as of the beginning of fiscal 2019. The pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal 2019. The unaudited pro forma financial information for the years ended March 31, 2020 and 2019, respectively, combined the historical results of LiveRamp for the years ended March 31, 2020 and 2019 and the historical results of DPM for the years ended December 31, 2019 and 2018 (adjusted due to differences in reporting periods) and the effects of the pro forma adjustments listed above. The unaudited pro forma financial information was as follows (dollars in thousands, except per share data):
|  |  |  | Year ended March 31,
|  |  |  |  |  | 2020 |  | 2019
Revenues |  |  |  |  |  | $ | 381,501 |  |  | $ | 287,467 |
Net earnings (loss) |  |  |  |  |  | $ | (129,211) |  |  | $ | 1,010,241 |
Basic earnings (loss) per share |  |  |  |  |  | $ | (1.91) |  |  | $ | 13.47 |
Diluted earnings (loss) per share |  |  |  |  |  | $ | (1.91) |  |  | $ | 13.47 |
Faktor On April 2, 2019, the Company acquired all of the outstanding shares of Faktor B.V. ("Faktor"). Faktor is a global consent management platform that allows consumers to control how their data is collected, used, and transferred for usage to another party. Faktor's platform provides individuals with notice and choice on websites and mobile apps and allows them to opt-in or opt-out via a visible banner on the page. The Company paid approximately $4.5 million in cash for the acquired shares. The Company has omitted pro forma disclosures related to this acquisition as the pro forma effect of this acquisition is not material. The results of operations for the acquisition are included in the Company's consolidated results beginning April 2, 2019. The following table presents the purchase price allocation related to assets acquired and liabilities assumed (dollars in thousands):
|  | April 2, 2019
Assets acquired: |  |
Cash |  | $ | 35 |
Trade accounts receivable |  | 63 |
Goodwill |  | 3,110 |
Intangible assets |  | 1,700 |
Other current and noncurrent assets |  | 126 |
Total assets acquired |  | 5,034 |
Deferred income taxes |  | (194) |
Accounts payable and accrued expenses |  | (326) |
Net assets acquired |  | 4,514 |
Less: |  |
Cash acquired |  | (35) |
Net cash paid |  | $ | 4,479 |
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is primarily attributed to development of future technology and products, development of future customer relationships, and the Faktor assembled workforce.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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