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STOCK-BASED COMPENSATION: | 9 Months Ended
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Dec. 31, 2021
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 39.1 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At December 31, 2021, there were a total of 3.0 million shares available for future grants under the plans. Stock-based Compensation Expense The Company's stock-based compensation activity for the nine months ended December 31, 2021 and 2020, by award type, was (dollars in thousands):
|  | For the nine months ended
|  | December 31,
|  | 2021 |  | 2020
Stock options |  | $ | 1,541 |  |  | $ | 1,841 |
Restricted stock units |  | 37,810 |  |  | 40,488 |
Diablo restricted stock awards |  | 660 |  |  | — |
Data Plus Math ("DPM") acquisition consideration holdback |  | 6,092 |  |  | 6,000 |
Pacific Data Partners ("PDP") assumed performance plan |  | 6,826 |  |  | 13,791 |
Acuity performance plan |  | 1,558 |  |  | 1,428 |
DataFleets acquisition consideration holdback |  | 4,529 |  |  | — |
Other stock-based compensation |  | 2,459 |  |  | 1,035 |
Total non-cash stock-based compensation included in the condensed consolidated statements of operations |  | 61,475 |  |  | 64,583 |
Less expense related to liability-based equity awards |  | (18,237) |  |  | (19,666) |
Total non-cash stock-based compensation included in the condensed consolidated statements of equity |  | $ | 43,238 |  |  | $ | 44,917 |
The effect of stock-based compensation expense on income, by financial statement line item, was (dollars in thousands):
|  | For the nine months ended
|  | December 31,
|  | 2021 |  | 2020 |  |
Cost of revenue |  | $ | 2,906 |  |  | $ | 2,676 |  |  |
Research and development |  | 21,796 |  |  | 20,975 |  |  |
Sales and marketing |  | 20,871 |  |  | 25,568 |  |  |
General and administrative |  | 15,902 |  |  | 15,364 |  |  |
Total non-cash stock-based compensation included in the condensed consolidated statements of operations |  | $ | 61,475 |  |  | $ | 64,583 |  |  |
The following table provides the expected future expense for all of the Company's outstanding equity awards at December 31, 2021, by award type. The amount for 2022 represents the remaining three months ending March 31, 2022. All other periods represent fiscal years ending March 31 (dollars in thousands).
|  | For the years ending March 31,
|  | 2022 |  | 2023 |  | 2024 |  | 2025 |  | 2026 |  | Total
Stock options |  | $ | 396 |  |  | $ | 1,187 |  |  | $ | 720 |  |  | $ | 158 |  |  | $ | — |  |  | $ | 2,461 |
Restricted stock units |  | 19,445 |  |  | 70,477 |  |  | 53,766 |  |  | 35,846 |  |  | 9,174 |  |  | 188,708 |
Diablo restricted stock awards |  | 133 |  |  | 518 |  |  | 519 |  |  | 89 |  |  | — |  |  | 1,259 |
DPM acquisition consideration holdback |  | 2,032 |  |  | 2,030 |  |  | — |  |  | — |  |  | — |  |  | 4,062 |
PDP assumed performance plan |  | 2,275 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,275 |
Acuity performance plan |  | 354 |  |  | 815 |  |  | 165 |  |  | — |  |  | — |  |  | 1,334 |
DataFleets acquisition consideration holdback |  | 1,510 |  |  | 6,039 |  |  | 5,284 |  |  | — |  |  |  |  | 12,833 |
Other stock-based compensation |  | 544 |  |  | 362 |  |  | — |  |  | — |  |  | — |  |  | 906 |
Expected future expense |  | $ | 26,689 |  |  | $ | 81,428 |  |  | $ | 60,454 |  |  | $ | 36,093 |  |  | $ | 9,174 |  |  | $ | 213,838 |
Stock Options Activity Stock option activity for the nine months ended December 31, 2021 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, 2021 |  | 844,045 |  |  | $ | 15.31 |  |  |  |  |
Exercised |  | (93,167) |  |  | $ | 9.99 |  |  |  |  | $ | 3,730 |
Forfeited or canceled |  | (934) |  |  | $ | 2.39 |  |  |  |  |
Outstanding at December 31, 2021 |  | 749,944 |  |  | $ | 15.99 |  |  | 2.5 |  | $ | 23,967 |
Exercisable at December 31, 2021 |  | 710,215 |  |  | $ | 16.83 |  |  | 2.2 |  | $ | 22,104 |
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 December 31, 2021. 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, 2021 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
$ | — |  |  | — |  | $ | 9.99 |  |  | 98,014 |  |  | 5.8 years |  | $ | 1.19 |  |  | 58,285 |  |  | $ | 1.29 |
$ | 10.00 |  |  | — |  | $ | 19.99 |  |  | 346,807 |  |  | 2.0 years |  | $ | 15.50 |  |  | 346,807 |  |  | $ | 15.50 |
$ | 20.00 |  |  | — |  | $ | 24.99 |  |  | 305,123 |  |  | 2.0 years |  | $ | 21.31 |  |  | 305,123 |  |  | $ | 21.31 |
|  |  |  |  |  | 749,944 |  |  | 2.5 years |  | $ | 15.99 |  |  | 710,215 |  |  | $ | 16.83 |
Diablo Restricted Stock Awards During the nine months ended December 31, 2021, in connection with the acquisition of Diablo, the Company replaced the unvested outstanding restricted stock shares held by a Diablo employee immediately prior to the acquisition with restricted shares of LiveRamp common stock having substantially the same terms and conditions as were applicable under the original restricted stock agreement. The conversion calculation resulted in issuance of 40,600 replacement restricted stock shares having an acquisition-date fair value of $1.9 million. The restricted shares vest subject to post-combination service requirements. As a result, the acquisition-date fair value is considered future compensation cost and will be recognized as stock-based compensation cost over the approximate three-year vesting period of the awards. Changes in the Company's restricted stock for the nine months ended December 31, 2021 was:
|  |  |  | Weighted-average |  |
|  |  |  | fair value per |  | Weighted-average
|  | Number |  | share at grant |  | remaining contractual
|  | of shares |  | date |  | term (in years)
Unvested restricted stock awards at March 31, 2021 |  | — |  |  | $ | — |  |  |
Diablo replacement restricted stock award |  | 40,600 |  |  | $ | 47.29 |  |  |
Vested |  | (12,992) |  |  | $ | 47.29 |  |  |
Unvested restricted stock awards at December 31, 2021 |  | 27,608 |  |  | $ | 47.29 |  |  | 2.42
Restricted Stock Unit Activity Time-vesting restricted stock units ("RSUs") - During the nine months ended December 31, 2021, the Company granted time-vesting RSUs covering 2,753,140 shares of common stock and having a fair value at the date of grant of $132.7 million. The RSUs granted in the current year primarily 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. Included in the RSUs granted in the current fiscal year were units related to the Diablo acquisition and the Rakam acquisition (see Note 5). Following the closing of the Diablo acquisition, the Company granted new awards of RSUs, covering 98,442 shares of common stock having a grant date fair value of $4.7 million, to select employees to induce them to accept employment with the Company. In connection with the Rakam acquisition, the Company extended employment agreements and granted new awards of RSUs, covering 55,927 shares of common stock having a grant date fair value of $2.6 million, to two key Rakam employees. RSU activity for the nine months ended December 31, 2021 was:
|  |  |  | Weighted-average |  |
|  |  |  | fair value per |  | Weighted-average
|  | Number |  | share at grant |  | remaining contractual
|  | of shares |  | date |  | term (in years)
Outstanding at March 31, 2021 |  | 2,692,243 |  |  | $ | 45.96 |  |  | 2.76
Granted |  | 2,753,140 |  |  | $ | 48.19 |  |  |
Vested |  | (407,674) |  |  | $ | 41.04 |  |  |
Forfeited or canceled |  | (861,464) |  |  | $ | 46.39 |  |  |
Outstanding at December 31, 2021 |  | 4,176,245 |  |  | $ | 47.82 |  |  | 2.95
The total fair value of RSUs vested during the nine months ended December 31, 2021 was $20.7 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 2022 plans: During the nine months ended December 31, 2021, the Company granted PSUs covering 249,152 shares of common stock having a fair value at the date of grant of $12.6 million. The grants were made under three separate performance plans. Under a special incentive performance plan, units covering 36,425 shares of common stock were granted having a fair value at the date of grant of $1.7 million, which was 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 100% of the award, based on the attainment of key productivity metrics for the period from January 1, 2023 to December 31, 2023. Performance will be measured and vesting evaluated on a quarterly basis beginning with the period ending March 31, 2023 and continuing through the end of the performance period. Under the total shareholder return ("TSR") performance plan, units covering 63,815 shares of common stock were granted having a fair value at the date of grant of $3.8 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 units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2021 to March 31, 2024. Under the operating metrics performance plan, units covering 148,912 shares of common stock were granted having a fair value at the date of grant of $7.1 million, which was 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, 2021 to March 31, 2024. Performance will be measured and vesting evaluated on a quarterly basis beginning with the period ending June 30, 2022 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 approval, except that all earned but unvested shares will vest fully at the end of the measurement period. Fiscal 2021 plans: Units under the Company's fiscal 2021 TSR PSU plan covering 59,634 shares of common stock will reach maturity of their relevant performance period at March 31, 2023. 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. The initial measurement date for the fiscal 2021 operating metrics performance plan was June 30, 2021. Through December 31, 2021 performance measurements have resulted in an accumulated 50% achievement, or 71,668 total earned units under this plan. Of the earned amount, one-half will vest immediately, while the remaining one-half will vest one year later. As of December 31, 2021, there remains a maximum potential of 208,748 additional units eligible for attainment under the plan. Quarterly measurements of attainment will continue through March 31, 2023. Fiscal 2020 plans: Units under the Company's fiscal 2020 TSR PSU plan covering 54,012 shares of common stock will reach maturity of their relevant performance period at March 31, 2022. 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, 2019 to March 31, 2022. Units under the Company's fiscal 2020 compound revenue growth PSU plan will reach maturity of their relevant performance period at March 31, 2022. 82,494 units may vest in a number of shares from 0% to 200% of the award, based on attainment of the Company's three-year revenue compound annual growth rate target for the period from April 1, 2019 to March 31, 2022. Performance measurement through December 31, 2021 indicates no attainment at the end of the performance period. Fiscal 2019 plans: Through December 31, 2021, the compensation committee has previously approved quarterly performance measurements totaling 90% attainment under this plan. Net of forfeitures, this resulted in a total of 232,063 units earned. Performance measurement through December 31, 2021 indicates cumulative performance attainment of 91% which, if approved by the compensation committee, will bring the total units earned under the plan, net of forfeitures, to 233,153 units. As of December 31, 2021, there remains a maximum potential of 240,292 additional units eligible for attainment under the plan. Quarterly measurements of attainment will continue through September 30, 2022. PSU activity for the nine months ended December 31, 2021 was:
|  |  |  | Weighted-average |  |
|  |  |  | fair value per |  | Weighted-average
|  | Number |  | share at grant |  | remaining contractual
|  | of shares |  | date |  | term (in years)
Outstanding at March 31, 2021 |  | 631,869 |  |  | $ | 49.74 |  |  | 1.54
Granted |  | 249,152 |  |  | $ | 50.54 |  |  |
Vested |  | (135,168) |  |  | $ | 45.54 |  |  |
Forfeited or canceled |  | (138,774) |  |  | $ | 48.10 |  |  |
Outstanding at December 31, 2021 |  | 607,079 |  |  | $ | 51.37 |  |  | 1.29
The total fair value of PSUs vested in the nine months ended December 31, 2021 was $6.6 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. Acquisition-related Performance Plan Through December 31, 2021, the Company has recognized a total of $3.8 million as stock-based compensation expense related to the Acuity performance earnout plan. At December 31, 2021, the recognized, but unpaid, balance in other accrued expense in the condensed consolidated balance sheet was $2.1 million. The next annual settlement of $1.7 million is expected to occur in the second quarter of fiscal 2023. Acquisition-related Consideration Holdback Through December 31, 2021, the Company has recognized a total of $5.3 million as stock-based compensation expense related to the DataFleets consideration holdback. At December 31, 2021, the recognized, but unpaid, balance related to the DataFleets consideration holdback in other accrued expenses in the condensed consolidated balance sheet was $5.3 million. The first annual settlement of $6.0 million is expected to occur in the fourth quarter of fiscal 2022. Through December 31, 2021, the Company has recognized a total of $20.3 million as stock-based compensation expense related to the DPM consideration holdback. At December 31, 2021, the recognized, but unpaid, balance related to the DPM consideration holdback in the condensed consolidated balance sheet was $4.1 million. The next and final annual settlement of $8.1 million is expected to occur at the end of the first quarter of fiscal 2023. 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 December 31, 2021, the Company has recognized a total of $63.3 million as stock-based compensation expense related to the PDP RSU plan. At December 31, 2021, the recognized, but unpaid, balance related to the liability-classified PDP RSU plan in other accrued expenses in the condensed consolidated balance sheet was $6.1 million. The final annual settlement is expected to occur in the fourth quarter of fiscal 2022. Qualified Employee Stock Purchase Plan ("ESPP") During the nine months ended December 31, 2021, 103,447 shares of common stock were purchased under the ESPP at a weighted-average price of $41.44 per share, resulting in cash proceeds of $4.3 million over the relevant offering periods. Stock-based compensation expense associated with the ESPP was $1.3 million for the nine months ended December 31, 2021. At December 31, 2021, there was approximately $0.9 million of total unrecognized stock-based compensation expense related to the ESPP, which is expected to be recognized on a straight-line basis over the remaining term of the current offering period.

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- 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
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