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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One) 
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2023
 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 Floor
San 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 classTrading SymbolName of each exchange on which registered
Common Stock, $.10 Par Value
RAMP
New York Stock Exchange
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  [ ]
No  

The number of shares of common stock, $ 0.10 par value per share, outstanding as of February 2, 2024 was 66,183,731.

1


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
REPORT ON FORM 10-Q
December 31, 2023
 
Page No.
Item 1. 
Financial Statements

2


Forward-looking Statements
 
This Quarterly Report on Form 10-Q, including, without limitation, the items set forth beginning in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains and may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”), and that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the PSLRA. These statements, which are not statements of historical fact, may contain estimates, assumptions, projections and/or expectations regarding the Company’s financial position, results of operations, market position, product development, growth opportunities, economic conditions, and other similar forecasts and statements of expectation.  Forward-looking statements are often identified by words or phrases such as “anticipate,” “estimate,” “plan,” “expect,” “believe,” “intend,” “foresee,” or the negative of these terms or other similar variations thereof. These forward-looking statements are not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company’s actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements.

Forward-looking statements may include but are not limited to the following:
 
management’s expectations about the macro economy and trends within the consumer or business information industries, including the use of data and consumer expectations related thereto;

statements regarding our competitive position within our industry and our differentiation strategies;

our expectations regarding laws, regulations and industry practices governing the collection and use of
personal data;

our expectations regarding the impact of the Inflation Reduction Act of 2022 and other tax-related legislation on our tax position;

our estimates, assumptions, projections and/or expectations regarding the Company's annualized future cost savings and expenses associated with the announced reduction in force and real estate footprint reduction;

statements regarding our liquidity needs or containing a projection of revenues, operating income (loss), income (loss), earnings (loss) per share, capital expenditures, dividends, capital structure, or other financial items;
statements of the plans and objectives of management for future operations;
statements of future performance, including, but not limited to, those statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q;
statements regarding future stock-based compensation expense;
statements regarding the integration and expected benefits from the acquisition of Habu, Inc. ("Habu");
statements containing any assumptions underlying or relating to any of the above statements; and
statements containing a projection or estimate.
Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in such forward-looking statements are the following:
 
the risk factors described in Part I, “Item 1A. Risk Factors” included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2023 filed with the Securities and Exchange Commission ("SEC") on May 24, 2023 and those described from time to time in our future reports filed with the SEC;
3


the possibility that, in the event a change of control of the Company is sought, certain customers may attempt to invoke provisions in their contracts allowing for termination upon a change in control, which may result in a decline in revenue and profit;
the possibility that we will fail to fully realize the potential benefits of acquired businesses (including Habu) or the integration of such acquired businesses may not be as successful as planned;
the possibility that the fair value of certain of our assets may not be equal to the carrying value of those assets now or in future time periods;
the possibility that sales cycles may lengthen;
the possibility that we will not be able to properly motivate our sales force or other employees;
the possibility that we may not be able to attract and retain qualified technical and leadership employees, or that we may lose key employees to other organizations;
the possibility that our global workforce strategy could encounter difficulty and not be as beneficial as planned;
the possibility that we may not be able to sublease our exited office spaces on favorable terms and rates;
the possibility that competent, competitive products, technologies or services will be introduced into the marketplace by other companies;
the possibility that we fail to keep up with rapidly changing technology practices in our products and services or that expected benefits from utilization of technological innovations may not be realized as soon as expected or at all;
the possibility that there will be changes in consumer or business information industries and markets that negatively impact the Company;
the possibility that we will not be able to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms;
the possibility that there will be continued changes in the judicial, legislative, regulatory, accounting, cultural and consumer environments affecting our business, including but not limited to litigation, investigations, legislation, regulations and customs at the state, federal and international levels impairing our and our customers' ability to collect, process, manage, aggregate, store and/or use data of the type necessary for our business;
the possibility that data suppliers might withdraw data from us, leading to our inability to provide certain products and services, in particular that there might be restrictive legislation in the U.S. and other countries that restrict the availability of data;
the possibility that data purchasers will reduce their reliance on us by developing and using their own, or alternative, sources of data generally or with respect to certain data elements or categories;
the possibility that we may enter into short-term contracts that would affect the predictability of our revenues;
the possibility that the amount of volume-based and other transactional-based work will not be as expected;
the possibility that we may experience a loss of data center capacity or capability or interruption of telecommunication links or power sources;
the possibility that we may experience failures or breaches of our network and data security systems, leading to potential adverse publicity, negative customer reaction, or liability to third parties;
the possibility that our customers may cancel or modify their agreements with us, or may not make timely or complete payments;
4


the possibility that we will not successfully meet customer contract requirements or the service levels specified in the contracts, which may result in contract penalties or lost revenue;
the possibility that we experience processing errors that result in credits to customers, re-performance of services or payment of damages to customers;
the possibility that our performance may decline and we lose advertisers and revenue as the use of "third-party cookies" or other tracking technology continues to be pressured by Internet users, restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users' devices, or our customers' ability to use data on our platform is otherwise restricted;
general and global negative conditions, risk of recession, rising interest rates, the military conflicts in Europe and the Middle East, capital markets volatility, bank failures, government shutdowns, cost increases and general inflationary pressure and other related causes; and
our tax rate and other effects of the changes to U.S. federal tax law.

With respect to the provision of products or services outside our primary base of operations in the United States, all of the above factors apply, along with the difficulty of doing business in numerous sovereign jurisdictions due to differences in scale, competition, culture, laws and regulations.
 
Other factors are detailed from time to time in periodic reports and registration statements filed with the SEC.  The Company believes that it has the product and technology offerings, facilities, employees and competitive and financial resources for continued business success, but future revenues, costs, margins and profits are all influenced by a number of factors, including those discussed above, all of which are inherently difficult to forecast.
 
In light of these risks, uncertainties and assumptions, the Company cautions readers not to place undue reliance on any forward-looking statements.  Forward-looking statements and such risks, uncertainties and assumptions speak only as of the date of this Quarterly Report on Form 10-Q, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein, to reflect any change in our expectations with regard thereto, or any other change based on the occurrence of future events, the receipt of new information or otherwise, except to the extent otherwise required by law.
5


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
December 31,March 31,
20232023
ASSETS(unaudited)
Current assets:
Cash and cash equivalents$498,946 $464,448 
Short-term Investments32,264 32,807 
Trade accounts receivable, net199,383 157,379 
Refundable income taxes, net1,143 28,897 
Other current assets37,926 31,028 
Total current assets769,662 714,559 
Property and equipment, net of accumulated depreciation and amortization8,202 7,085 
Intangible assets, net4,180 9,868 
Goodwill360,227 363,116 
Deferred commissions, net44,172 37,030 
Other assets, net38,298 41,045 
$1,224,741 $1,172,703 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable$88,797 $86,568 
Accrued payroll and related expenses47,398 33,434 
Other accrued expenses42,600 35,736 
Deferred revenue29,957 19,091 
Total current liabilities208,752 174,829 
Other liabilities69,499 71,798 
Commitments and contingencies (Note 14)
Stockholders' equity:
Preferred stock  
Common stock15,542 15,399 
Additional paid-in capital1,909,370 1,855,916 
Retained earnings1,319,545 1,302,291 
Accumulated other comprehensive income4,508 4,504 
Treasury stock, at cost(2,302,475)(2,252,034)
Total stockholders' equity946,490 926,076 
$1,224,741 $1,172,703 

See accompanying notes to condensed consolidated financial statements.
6


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
 
For the three months endedFor the nine months ended
December 31,December 31,
2023202220232022
Revenues$173,869 $158,615 $487,809 $447,957 
Cost of revenue44,934 43,287 131,767 126,612 
Gross profit128,935 115,328 356,042 321,345 
Operating expenses:
Research and development37,788 43,175 106,040 136,975 
Sales and marketing46,203 47,702 135,217 144,931 
General and administrative27,241 36,657 79,914 92,519 
Gains, losses and other items, net2,502 11,743 9,192 25,593 
Total operating expenses113,734 139,277 330,363 400,018 
Income (loss) from operations15,201 (23,949)25,679 (78,673)
Total other income (expense), net6,607 (736)17,887 2,211 
Income (loss) from continuing operations before income taxes21,808 (24,685)43,566 (76,462)
Income tax expense8,429 5,835 27,297 11,712 
Net earnings (loss) from continuing operations13,379 (30,520)16,269 (88,174)
Earnings from discontinued operations, net of tax598 836 985 836 
Net earnings (loss)$13,977 $(29,684)$17,254 $(87,338)
Basic earnings (loss) per share
Continuing operations$0.20 $(0.47)$0.25 $(1.32)
Discontinued operations0.01 0.01 0.01 0.01 
Basic earnings (loss) per share$0.21 $(0.46)$0.26 $(1.31)
Diluted earnings (loss) per share
Continuing operations$0.20 $(0.47)$0.24 $(1.32)
Discontinued operations0.01 0.01 0.01 0.01 
Diluted earnings (loss) per share$0.21 $(0.46)$0.25 $(1.31)
 

See accompanying notes to condensed consolidated financial statements.

7


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(Dollars in thousands)
 
For the three months endedFor the nine months ended
December 31,December 31,
2023202220232022
Net earnings (loss)$13,977 $(29,684)17,254 (87,338)
Other comprehensive income (loss):
Change in foreign currency translation adjustment941 2,257 4 (1,548)
Comprehensive income (loss)$14,918 $(27,427)17,258 (88,886)
 
See accompanying notes to condensed consolidated financial statements.

8


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
THREE AND NINE MONTHS ENDED DECEMBER 31, 2023
(Unaudited)
(Dollars in thousands)
Accumulated
Common StockAdditionalotherTreasury Stock
Numberpaid-inRetainedcomprehensiveNumberTotal
For the three months ended December 31, 2023of sharesAmountCapitalearningsincomeof sharesAmountEquity
Balances at September 30, 2023154,732,140 $15,473 $1,889,178 $1,305,568 $3,567 (88,880,987)$(2,291,928)$921,858 
Employee stock awards, benefit plans and other issuances85,481 9 1,637 — — (16,710)(547)1,099 
Non-cash stock-based compensation9,257 1 17,504 — — — — 17,505 
Restricted stock units vested556,462 56 (56)— — — —  
Liability-classified restricted stock units vested38,643 3 1,107 — — — — 1,110 
Acquisition of treasury stock— — — — — (346,761)(10,000)(10,000)
Comprehensive income:
Foreign currency translation— — — — 941 — — 941 
Net earnings— — — 13,977 — — — 13,977 
Balances at December 31, 2023155,421,983 $15,542 $1,909,370 $1,319,545 $4,508 (89,244,458)$(2,302,475)$946,490 
For the nine months ended December 31, 2023
Balances at March 31, 2023153,987,784 $15,399 $1,855,916 $1,302,291 $4,504 (87,372,837)$(2,252,034)$926,076 
Employee stock awards, benefit plans and other issuances368,405 37 7,184 — — (199,767)(5,116)2,105 
Non-cash stock-based compensation31,782 3 44,090 — — — — 44,093 
Restricted stock units vested950,573 95 (95)— — — —  
Liability-classified restricted stock units vested83,439 8 2,275 — — — — 2,283 
Acquisition of treasury stock— — — — — (1,671,854)(45,325)(45,325)
Comprehensive income:
Foreign currency translation— — — — 4 — — 4 
Net earnings— — — 17,254 — — — 17,254 
Balances at December 31, 2023155,421,983 $15,542 $1,909,370 $1,319,545 $4,508 (89,244,458)$(2,302,475)$946,490 
 
See accompanying notes to condensed consolidated financial statements.
9


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
THREE AND NINE MONTHS ENDED DECEMBER 31, 2022
(Unaudited)
(Dollars in thousands)
Accumulated
Common StockAdditionalotherTreasury Stock
Numberpaid-inRetainedcomprehensiveNumberTotal
For the three months ended December 31, 2022of sharesAmountCapitalearningsincome (loss)of sharesAmountEquity
Balances at September 30, 2022151,477,616 $15,148 $1,780,803 $1,363,339 $1,925 (85,057,331)$(2,201,146)$960,069 
Employee stock awards, benefit plans and other issuances114,240 11 1,653 — — (38,442)(764)900 
Non-cash stock-based compensation11,941 1 27,972 — — — — 27,973 
Restricted stock units vested448,579 45 (45)— — — —  
Acquisition of treasury stock— — — — — (2,268,470)(49,906)(49,906)
Comprehensive income (loss):
Foreign currency translation— — — — 2,257 — — 2,257 
Net loss— — — (29,684)— — — (29,684)
Balances at December 31, 2022152,052,376 $15,205 $1,810,383 $1,333,655 $4,182 (87,364,243)$(2,251,816)$911,609 
For the nine months ended December 31, 2022
Balances at March 31, 2022149,840,925 $14,984 $1,721,118 $1,420,993 $5,730 (81,205,596)$(2,099,765)$1,063,060 
Employee stock awards, benefit plans and other issuances396,093 39 6,216 — — (92,417)(2,054)4,201 
Non-cash stock-based compensation36,965 4 73,901 — — — — 73,905 
Restricted stock units vested1,421,729 142 (142)— — — —  
Liability-classified restricted stock units vested356,664 36 9,290 — — — — 9,326 
Acquisition of treasury stock— — — — — (6,066,230)(149,997)(149,997)
Comprehensive loss:
Foreign currency translation— — — — (1,548)— — (1,548)
Net loss— — — (87,338)— — — (87,338)
Balances at December 31, 2022152,052,376 $15,205 $1,810,383 $1,333,655 $4,182 (87,364,243)$(2,251,816)$911,609 
 
See accompanying notes to condensed consolidated financial statements.
10


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the nine months ended
December 31,
20232022
Cash flows from operating activities:
Net earnings (loss)$17,254 $(87,338)
Earnings from discontinued operations, net of tax(985)(836)
Non-cash operating activities:
Depreciation and amortization7,685 16,561 
Loss on disposal or impairment of assets3,528 4,121 
Gain on sale of strategic investments (194)
Lease-related impairment and restructuring charges 18,165 
Provision for doubtful accounts307 1,728 
Impairment of goodwill2,875  
Deferred income taxes40 204 
Non-cash stock compensation expense46,524 81,142 
Changes in operating assets and liabilities:
Accounts receivable, net(41,036)(27,171)
Deferred commissions(7,142)(2,123)
Other assets912 1,588 
Accounts payable and other liabilities8,754 (9,309)
Income taxes29,560 6,967 
Deferred revenue9,737 271 
Net cash provided by operating activities78,013 3,776 
Cash flows from investing activities:
Capital expenditures(2,464)(4,593)
Purchases of investments(24,385)(3,000)
Proceeds from sales of investments25,750 3,000 
Purchases of strategic investments(1,000)(500)
Proceeds from sale of strategic investment 400 
Net cash used in investing activities(2,099)(4,693)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans7,221 6,255 
Shares repurchased for tax withholdings upon vesting of stock-based awards(5,116)(2,054)
Acquisition of treasury stock(45,325)(149,997)
Net cash used in financing activities(43,220)(145,796)
Net cash provided by (used in) continuing operations32,694 (146,713)
Cash flows from discontinued operations:
From operating activities985 836 
Net cash provided by discontinued operations985 836 
11


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the nine months ended
December 31,
20232022
Effect of exchange rate changes on cash819 (769)
Net change in cash and cash equivalents34,498 (146,646)
Cash and cash equivalents at beginning of period464,448 600,162 
Cash and cash equivalents at end of period$498,946 $453,516 
Supplemental cash flow information:
Cash paid (received) for income taxes, net - continuing operations$(2,440)$4,725 
Cash (received) for income taxes - discontinued operations(1,507)(1,307)
Cash paid for operating lease liabilities7,699 5,733 
Operating lease assets obtained in exchange for operating lease liabilities11,677 69 
Operating lease assets, and related lease liabilities, relinquished in lease terminations(4,486)(6,781)
Purchases of property, plant and equipment remaining unpaid at period end1,218 77 
 
See accompanying notes to condensed consolidated financial statements.

12


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


1.    BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

These condensed consolidated financial statements have been prepared by LiveRamp Holdings, Inc. ("LiveRamp", "we", "us" or the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  In the opinion of the Company's management, all adjustments necessary for a fair presentation of the results for the periods included have been made, and the disclosures are adequate to make the information presented not misleading.  All such adjustments are of a normal recurring nature.  Certain note information has been omitted because it has not changed significantly from that reflected in Notes 1 through 18 of the Notes to Consolidated Financial Statements filed as part of Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 (“2023 Annual Report”), as filed with the SEC on May 24, 2023.  This quarterly report and the accompanying condensed consolidated financial statements should be read in connection with the 2023 Annual Report.  The financial information contained in this quarterly report is not necessarily indicative of the results to be expected for any other period or for the full fiscal year ending March 31, 2024.
 
Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”).  Actual results could differ from those estimates. Certain of the accounting policies used in the preparation of these condensed consolidated financial statements are complex and require management to make judgments and/or significant estimates regarding amounts reported or disclosed in these financial statements.  Additionally, the application of certain of these accounting policies is governed by complex accounting principles and their interpretation.  A discussion of the Company’s significant accounting principles and their application is included in Note 1 of the Notes to Consolidated Financial Statements and in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the 2023 Annual Report.

Accounting Pronouncements Adopted During the Current Year
StandardDescriptionDate of AdoptionEffect on Financial Statements or Other Significant Matters
There were no material accounting pronouncements applicable to the Company

13


Recent Accounting Pronouncements Not Yet Adopted
StandardDescriptionDate of AdoptionEffect on Financial Statements or Other Significant Matters
Accounting Standard Update (“ASU”) 2023-07

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
ASU 2023-07 expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for our annual periods beginning in fiscal 2025 and interim periods beginning in the first quarter of fiscal 2026. Early adoption is permitted.We are currently evaluating the impact that the updated standard will have on our consolidated financial statement disclosures.
ASU 2023-09

Income Taxes (Topic 740): Improvements to Income Tax Disclosures
ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income tax paid.The updated standard is effective for us beginning in fiscal 2026. Early adoption is permitted.We are currently evaluating the impact that the updated standard will have on our consolidated financial statement disclosures.

14



2.    EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS’ EQUITY:
 
Earnings (Loss) Per Share
 
A reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share is shown below (in thousands, except per share amounts):
 
For the three months endedFor the nine months ended
December 31,December 31,
2023202220232022
Basic earnings (loss) per share:
Net earnings (loss) from continuing operations$13,379 $(30,520)$16,269 $(88,174)
Earnings from discontinued operations, net of tax598 836 985 836 
Net earnings (loss)$13,977 $(29,684)$17,254 $(87,338)
Basic weighted-average shares outstanding65,961 64,784 66,247 66,761 
Continuing operations$0.20 $(0.47)$0.25 $(1.32)
Discontinued operations0.01 0.01 0.01 0.01 
Basic earnings (loss) per share$0.21 $(0.46)$0.26 $(1.31)
Diluted earnings (loss) per share:
Basic weighted-average shares outstanding65,961 64,784 66,247 66,761 
Dilutive effect of common stock options and restricted stock units as computed under the treasury stock method (1)1,982  1,486  
Diluted weighted-average shares outstanding67,943 64,784 67,733 66,761 
Continuing operations$0.20 $(0.47)$0.24 $(1.32)
Discontinued operations0.01 0.01 0.01 0.01 
Diluted earnings (loss) per share$0.21 $(0.46)$0.25 $(1.31)

(1) The number of common stock options and restricted stock units as computed under the treasury stock method that would have otherwise been dilutive but are excluded from the table above because their effect would have been anti-dilutive due to the net loss position of the Company was 0.5 million and 0.6 million in the three and nine months ended December 31, 2022.

Restricted stock units that were outstanding during the periods presented but were not included in the computation of diluted loss per share because their effect would have been anti-dilutive (other than due to the net loss position of the Company) are shown below (shares in thousands):
 
For the three months endedFor the nine months ended
December 31,December 31,
2023202220232022
Number of shares underlying restricted stock units1,046 6,215 1,065 2,980 
 
15


Stockholders’ Equity

On December 20, 2022, the Company's board of directors approved an amendment to the existing common stock repurchase program, which was initially adopted in 2011. The amendment authorized an additional $100.0 million in share repurchases, increasing the total amount authorized for repurchase under the common stock repurchase program to $1.1 billion. In addition, it extended the common stock repurchase program duration through December 31, 2024.

During the nine months ended December 31, 2023, the Company repurchased 1.7 million shares of its common stock for $45.3 million under the modified common stock repurchase program.  Through December 31, 2023, the Company had repurchased a total of 37.3 million shares of its common stock for $927.5 million under the program, leaving remaining capacity of $172.5 million.
 
Accumulated other comprehensive income balances of $4.5 million and $5.7 million at December 31, 2023 and March 31, 2023, respectively, reflect accumulated foreign currency translation adjustments.
 

3.    REVENUE FROM CONTRACTS WITH CUSTOMERS:

Disaggregation of Revenue

In the following table, revenue is disaggregated by primary geographical market and major service offerings (dollars in thousands):
For the nine months ended December 31,
Primary Geographical Markets20232022
United States$456,651 $417,385 
Europe25,737 24,172 
Asia-Pacific ("APAC")4,528 5,926 
Other893 474 
$487,809 $447,957 
Major Offerings/Services
Subscription$379,938 $361,862 
Marketplace and Other107,871 86,095 
$487,809 $447,957 

Transaction Price Allocated to the Remaining Performance Obligations

We have performance obligations associated with fixed commitments in customer contracts for future services that have not yet been recognized in our condensed consolidated financial statements. The amount of fixed revenue not yet recognized was $546.2 million as of December 31, 2023, of which $382.4 million will be recognized over the next twelve months. The Company expects to recognize revenue on substantially all of these remaining performance obligations by March 31, 2028.

16



4.    LEASES:

Right-of-use assets and lease liabilities balances consist of the following (dollars in thousands):
December 31, 2023March 31, 2023
Right-of-use assets included in other assets, net$25,498 $24,604 
Short-term lease liabilities included in other accrued expenses$10,309 $9,929 
Long-term lease liabilities included in other liabilities$33,836 $37,243 
Supplemental balance sheet information:
Weighted average remaining lease term5.5 years5.6 years
Weighted average discount rate5.2 %3.5 %

The Company leases its office facilities under non-cancellable operating leases that expire at various dates through fiscal 2031. Certain leases contain provisions for property-related costs that are variable in nature for which the Company is responsible, including common area maintenance and other property operating services. These costs are calculated based on a variety of factors including property values, tax and utility rates, property service fees, and other factors. Operating lease costs were $7.2 million and $9.0 million for the nine months ended December 31, 2023, and 2022, respectively.

During the nine months ended December 31, 2023, the Company recorded $1.9 million of right-of-use asset impairment charges and $0.4 million of non-lease component restructuring charges that are included in gains, losses and other items, net in the condensed consolidated statements of operations related to certain leased office facilities. Please refer to Note 13, Restructuring, Impairment and Other Charges for further details.

The following table presents future minimum payments under all operating leases (including operating leases with a duration of one year or less) as of December 31, 2023. The amount for fiscal 2024 represents the remaining three months ending March 31, 2024. All other periods represent fiscal years ending March 31 (dollars in thousands):  

Amount
Fiscal 2024$2,702 
Fiscal 20259,965 
Fiscal 20268,675 
Fiscal 20278,265 
Fiscal 20288,454 
Thereafter12,828 
Total undiscounted lease commitments50,889 
Less: Interest and short-term leases6,744 
Total discounted operating lease liabilities$44,145 

Future minimum payments as of December 31, 2023 related to restructuring plans as a result of the Company's exit from certain leased office facilities (see Note 13) are as follows (dollars in thousands): Fiscal 2024: $675; Fiscal 2025: $2,698; and Fiscal 2026: $1,799.


17



5.    STOCK-BASED COMPENSATION:

Stock-based Compensation Plans

The Company has stock option and equity compensation plans for which a total of 49.0 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At December 31, 2023, there were a total of 6.8 million shares available for future grants under the plans.

During the quarter ended June 30, 2023, the board of directors voted to amend the Amended and Restated 2005 Equity Compensation Plan (the "2005 Plan") to increase the number of shares available under the plan by 4.0 million shares. The amendment received shareholder approval at the August 2023 annual shareholders' meeting (the "2023 Annual Meeting"). This increased the plan shares from 42.4 million shares at March 31, 2023 to 46.4 million shares beginning in the quarter ended September 30, 2023 and increased the total number of shares reserved for issuance since inception of all plans from 45.0 million shares at March 31, 2023 to 49.0 million shares beginning in the quarter ended September 30, 2023.

Stock-based Compensation Expense

The Company's stock-based compensation activity for the nine months ended December 31, 2023 and 2022, by award type, was (dollars in thousands):
For the nine months ended
December 31,
20232022
Stock options$405 $776 
Restricted stock units, time-vesting36,706 65,214 
Restricted stock units, performance based4,876 5,398 
Data Plus Math ("DPM") acquisition consideration holdback 2,031 
Acuity performance plan165 673 
DataFleets acquisition consideration holdback2,267 4,532 
Employee stock purchase plan1,167 1,527 
Directors stock-based compensation938 991 
Total non-cash stock-based compensation included in the condensed consolidated statements of operations46,524 81,142 
Less expense related to liability-based equity awards(2,431)(7,237)
Total non-cash stock-based compensation included in the condensed consolidated statements of equity$44,093 $73,905 

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,
20232022
Cost of revenue$2,075 $3,664 
Research and development17,330 34,670 
Sales and marketing12,611 17,871 
General and administrative14,508 24,937 
Total non-cash stock-based compensation included in the condensed consolidated statements of operations$46,524 $81,142 

18


The following table provides the expected future expense for all of the Company's outstanding equity awards at December 31, 2023, by award type. The amount for fiscal 2024 represents the remaining three months ending March 31, 2024. All other periods represent fiscal years ending March 31 (dollars in thousands).
For the years ending March 31,
2024202520262027Total
Stock options$81 $90 $ $ $171 
Restricted stock units21,871 78,291 30,440 4,716 135,318 
Employee stock purchase plan431 431   862 
Expected future expense$22,383 $78,812 $30,440 $4,716 $136,351 

Stock Options Activity

Stock option activity for the nine months ended December 31, 2023 was:  
Weighted-average
Weighted-averageremainingAggregate
Number ofexercise pricecontractual termIntrinsic value
sharesper share(in years)(in thousands)
Outstanding at March 31, 2023524,911 $18.39 
Exercised(151,706)$19.37 $860 
Forfeited or canceled(2,410)$5.21 
Outstanding at December 31, 2023370,795 $18.08 1.2$7,342 
Exercisable at December 31, 2023368,662 $18.18 1.2$7,264 

The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between the Company’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, 2023.  This amount changes based upon changes in the fair market value of the Company's common stock.

A summary of stock options outstanding and exercisable as of December 31, 2023 was:
Options outstandingOptions exercisable
Range ofWeighted-averageWeighted-averageWeighted-average
exercise priceOptionsremainingexercise priceOptionsexercise price
per shareoutstandingcontractual lifeper shareexercisableper share
$ $9.99 23,542 5.0 years$0.95 21,409 $0.93 
$10.00 $19.99 182,603 1.4 years$17.49 182,603 $17.49 
$20.00 $24.99 164,650 0.5 years$21.18 164,650 $21.18 
370,795 1.2 years$18.08 368,662 $18.18 
 

19


Restricted Stock Unit Activity

Time-vesting restricted stock units ("RSUs") -

During the nine months ended December 31, 2023, the Company granted time-vesting RSUs covering 1,730,545 shares of common stock and having a fair value at the date of grant of $46.6 million. Of the RSUs granted in the current year, 947,054 vest over three years and 783,491 vest over two 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 nine months ended December 31, 2023 was:
Weighted-average
fair value perWeighted-average
Numbershare at grantremaining contractual
of sharesdateterm (in years)
Outstanding at March 31, 20234,009,759 $32.57 2.20
Granted1,730,545 $26.95 
Vested(890,679)$32.03 
Forfeited or canceled(378,510)$33.66 
Outstanding at December 31, 20234,471,115 $30.41 1.70

The total fair value of RSUs vested during the nine months ended December 31, 2023 was $28.0 million and is measured as the quoted market price of the Company's common stock on the vesting date times the number of shares vested.

Performance-based restricted stock units ("PSUs") -

Fiscal 2024 plan:
During the nine months ended December 31, 2023, the Company granted PSUs covering 666,496 shares of common stock having a fair value at the date of grant of $21.0 million. The grants were made under two separate performance plans.

Under the total shareholder return ("TSR") performance plan, units covering 199,946 shares of common stock were granted having a fair value at the date of grant of $8.4 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, 2023 to March 31, 2026.

Under the operating metrics performance plan, units covering 466,550 shares of common stock were granted having a fair value at the date of grant of $12.6 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, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2024, 2025, and 2026.

Fiscal 2023 plan:
Units under the Company's fiscal 2023 TSR performance plan, net of forfeitures, covering 101,931 shares of common stock will reach maturity of their relevant performance period at March 31, 2025. 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, 2022 to March 31, 2025.

20


Units under the Company's fiscal 2023 operating metrics performance plan, net of forfeitures, covering 237,837 shares of common stock will reach maturity of their relevant performance period at March 31, 2025. The units may vest in a number of shares from 0% to 200% of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2023, 2024, and 2025.

Fiscal 2022 plans:
Units under the Company's fiscal 2022 special incentive performance plan covering 36,425 shares of common stock were measured and vesting was evaluated on a quarterly basis beginning on January 1, 2023 and continuing through the end of the performance period, December 31, 2023. Through the final measurement date, December 31, 2023, an accumulated 77% achievement, or 27,959 total units were earned under this plan. The remaining 8,466 units are expected to be cancelled in the fourth quarter of fiscal 2024 upon compensation committee approval.

Units under the Company's fiscal 2022 TSR performance plan, net of forfeitures, covering 41,298 shares of common stock will reach maturity of their relevant performance period at March 31, 2024. 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.

The initial measurement date for the fiscal 2022 operating metrics performance plan was June 30, 2022. Through December 31, 2023, performance metrics have resulted in an accumulated 50% achievement, or 58,308 total earned units, under this plan. Of the earned amount, one-half vested immediately, while the remaining one-half vested one year later. As of December 31, 2023, there remains a maximum potential, net of forfeitures, of 144,554 additional units eligible for attainment under the plan. The final quarterly measurements of attainment will occur as of March 31, 2024, at which time no further attainment is expected under this plan.

PSU activity for the nine months ended December 31, 2023 was:
Weighted-average
fair value perWeighted-average
Numbershare at grantremaining contractual
of sharesdateterm (in years)
Outstanding at March 31, 2023709,589 $34.97 1.01
Granted666,496 $31.58 
Vested(55,968)$47.11 
Forfeited or canceled(214,760)$40.19 
Outstanding at December 31, 20231,105,357 $31.29 1.84

The total fair value of PSUs vested in the nine months ended December 31, 2023 was $1.4 million and is measured as the quoted market price of the Company’s common stock on the vesting date times the number of shares vested.

Other Stock Compensation Activity

Acquisition-related Performance Plan

Through December 31, 2023, the Company has recognized a total of $5.1 million as stock-based compensation expense related to the Acuity performance earnout plan. The final annual settlement of $1.7 million occurred in the second quarter of fiscal 2024.

Acquisition-related Consideration Holdback

Through December 31, 2023, the Company has recognized a total of $14.7 million as stock-based compensation expense related to the DataFleets consideration holdback. The final settlement of $2.6 million occurred in the third quarter of fiscal 2024.

21


Qualified Employee Stock Purchase Plan ("ESPP")

During the nine months ended December 31, 2023, 216,699 shares of common stock were purchased under the ESPP at a weighted-average price of $19.76 per share, resulting in cash proceeds of $4.3 million over the relevant offering periods.

Stock-based compensation expense associated with the ESPP was $1.2 million for the nine months ended December 31, 2023. At December 31, 2023, 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.



6.    OTHER CURRENT AND NONCURRENT ASSETS:
 
Other current assets consist of the following (dollars in thousands):  
December 31, 2023March 31, 2023
Prepaid expenses and other$24,254 $18,918 
Assets of non-qualified retirement plan13,672 12,110 
Other current assets$37,926 $31,028 
 
Other noncurrent assets consist of the following (dollars in thousands):  
December 31, 2023March 31, 2023
Long-term prepaid revenue share$5,729 $9,659 
Right-of-use assets (see Note 4)25,498 24,604 
Deferred tax asset1,262 1,253 
Deposits3,071 3,452 
Strategic investments2,600 1,600 
Other miscellaneous noncurrent assets138 477 
Other assets, net$38,298 $41,045 


7.    PROPERTY AND EQUIPMENT:

Property and equipment is summarized as follows (dollars in thousands):
December 31, 2023March 31, 2023
Leasehold improvements$22,882 $25,262 
Data processing equipment5,963 6,537 
Office furniture and other equipment6,280 7,594 
35,125 39,393 
Less accumulated depreciation and amortization(26,923)(32,308)
Property and equipment, net of accumulated depreciation and amortization$8,202 $7,085 

Depreciation expense on property and equipment was $2.0 million and $3.1 million for the nine months ended December 31, 2023 and 2022, respectively.

22



8.    GOODWILL:

Each quarter, the Company considers whether indicators of impairment exist such that additional impairment testing may be necessary. During the quarter ended September 30, 2023, triggering events occurred which required the Company to test the recoverability of goodwill associated with its APAC reporting unit. The triggering event was the restructuring of operations in the APAC region. Accordingly, we tested goodwill for impairment and determined that the fair value of the APAC reporting unit had decreased, resulting in complete impairment of the goodwill amount of $2.9 million.

In order to estimate the fair value of the APAC reporting unit, management utilized a discounted cash flow model, classified in level 3 in the fair value hierarchy, as well as considered market multiples of guideline public companies.

Changes in goodwill for the nine months ended December 31, 2023 were as follows (dollars in thousands):
Total
Balance at March 31, 2023$363,116 
Impairment(2,875)
Change in foreign currency translation adjustment(14)
Balance at December 31, 2023$360,227 
 
Goodwill by geography as of December 31, 2023 was: 
Total
U.S.$360,227 


9.    INTANGIBLE ASSETS:

The amounts allocated to intangible assets from acquisitions include developed technology, customer relationships, trade names, and publisher and data supply relationships.  The following table shows the amortization activity of intangible assets (dollars in thousands):
December 31, 2023March 31, 2023
Developed technology, gross$72,129 $72,095 
Accumulated amortization(67,964)(63,658)
Net developed technology$4,165 $8,437 
Customer relationship/trade name, gross$34,388 $34,384 
Accumulated amortization(34,373)(33,953)
Net customer/trade name$15 $431 
Publisher/data supply relationships, gross$16,000 $16,000 
Accumulated amortization(16,000)(15,000)
Net publisher/data supply relationships$ $1,000 
Total intangible assets, gross$122,517 $122,479 
Total accumulated amortization(118,337)(112,611)
Total intangible assets, net$4,180 $9,868 

Total amortization expense related to intangible assets was $5.7 million and $13.5 million for the nine months ended December 31, 2023 and 2022, respectively.
23



The following table presents the estimated future amortization expenses related to intangible assets. The amount for fiscal 2024 represents the remaining three months ending March 31, 2024. All other periods represent fiscal years ending March 31 (dollars in thousands).

Fiscal Year:Amount
2024$1,181 
20252,999 
$4,180 


10.    OTHER ACCRUED EXPENSES:
 
Other accrued expenses consist of the following (dollars in thousands):
December 31, 2023March 31, 2023
Liabilities of non-qualified retirement plan$13,672 $12,110 
Short-term lease liabilities (see Note 4)10,309 9,929 
Acuity performance earnout liability (see Note 5) 1,535 
DataFleets consideration holdback (see Note 5) 324 
Rakam consideration holdback 223 
Other miscellaneous accrued expenses18,619 11,615 
Other accrued expenses$42,600 $35,736 


11.    OTHER LIABILITIES:

Other liabilities consist of the following (dollars in thousands):
December 31, 2023March 31, 2023
Uncertain tax positions$25,531 $23,427 
Long-term lease liabilities (see Note 4)33,836 37,243 
Lease restructuring accruals and related sublease deposits4,881 5,713 
Deferred tax liabilities348 298 
Other4,903 5,117 
Other liabilities$69,499 $71,798 


12.    ALLOWANCE FOR CREDIT LOSSES:
 
Trade accounts receivable are presented net of allowances for credit losses, returns and credits based on the probability of future collections. The probability of future collections is based on specific considerations of historical loss patterns and an assessment of the continuation of such patterns based on past collection trends and known or anticipated future economic events that may impair collectability. Accounts receivable that are determined to be
uncollectible are charged against the allowance for doubtful accounts. Indicators that there is no reasonable
expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor.

24


The following table summarizes the Company's activity of allowance for credit losses, returns and credits (dollars in thousands):

Balance at beginning of periodAdditions (reductions) charged to costs and expensesOther changesBad debts written off, net of amounts recoveredBalance at end of period
For the nine months ended December 31, 2023
$9,344 $307 $63 $(1,699)$8,015 


13.    RESTRUCTURING, IMPAIRMENT AND OTHER CHARGES:
 
Restructuring activities result in various costs, including asset write-offs, right of use ("ROU") asset group impairments, exit charges including severance, contract termination fees, and decommissioning and other costs.

A reconciliation of the beginning and ending restructuring liabilities is shown below for the nine months ended December 31, 2023. The restructuring charges and adjustments are included in gains, losses and other items, net in the condensed consolidated statements of operations. The reserve balances are included in other accrued expenses and other liabilities in the condensed consolidated balance sheets (dollars in thousands).
Employee-related
reserves
Lease
accruals
Total
Balances at March 31, 2023$759 $4,873 $5,632 
Restructuring charges and adjustments2,754 398 3,152 
Payments(1,474)(1,599)(3,073)
Balances at December 31, 2023$2,039 $3,672 $5,711 
 
Employee-related Restructuring Plans
 
During the nine months ended December 31, 2023, the Company recorded a total of $2.8 million in employee-related restructuring charges and adjustments. The expense included severance and other employee-related charges in the United States and APAC of $2.7 million and adjustments to the fiscal 2021 employee-related restructuring plans for employees in the United States and Europe of $0.1 million. Of the fiscal 2024 employee-related restructuring plans, $1.9 million remained accrued as of December 31, 2023 and are expected to be paid out during fiscal 2024.

In fiscal 2023, the Company recorded a total of $7.8 million in employee-related restructuring charges and adjustments. The expense included severance and other employee-related charges primarily in the United States. The fiscal 2023 employee-related restructuring plans were paid out during fiscal 2023 and 2024.

In fiscal 2021, the Company recorded a total of $1.7 million in employee-related restructuring charges and adjustments. The expense included severance and other employee-related charges in the United States and Europe. Of the employee-related charges of $1.7 million, $0.1 million remained accrued as of December 31, 2023 and are expected to be paid out during fiscal 2024.

Lease-related Impairments and Restructuring Plans

During the nine months ended December 31, 2023, the Company recorded a total of $1.9 million in additional impairment charges and adjustments related to the fiscal 2023 global real estate footprint reduction initiatives. The charges primarily related to the leased office space in San Francisco and were driven by declines in the expected sublease terms and rates available in the market. The impairment charges included impairments of the operating lease ROU assets of $1.7 million, and the associated furniture, equipment, and leasehold improvements of $0.2 million. Additionally, the Company recorded $0.4 million in additional lease-related restructuring charges and adjustments that covered other obligations related to the leased office spaces.

25


In fiscal 2023, the Company initiated a restructuring plan to lower its operating expenses by reducing its global real estate footprint. As part of this plan, we exited a total of eight leased office spaces. Of those, five were located in the United States: one in Boston, one in Philadelphia, one in Phoenix, and two floors of leased office space in San Francisco. The three remaining spaces were located in Europe: one in the Netherlands, one floor of leased office space in London, England, and one floor of leased office space in Paris, France.

Based on a comparison of undiscounted cash flows to the ROU asset group of each exited lease, the Company determined that each of the ROU asset groups was impaired, driven largely by the difference between the existing lease terms and rates on the Company’s leases and the expected sublease terms and rates available in the market. This resulted in impairment charges totaling $24.6 million during the second, third, and fourth quarters of fiscal 2023, reflecting the excess of the ROU asset group book value over its fair value, which was determined based on estimates of future discounted cash flows and is classified as Level 3 in the fair value hierarchy. The lease impairment charges included impairments of the operating lease ROU assets of $20.5 million, and the associated furniture, equipment, and leasehold improvements of $4.1 million. Additionally, the Company recorded $2.9 million in lease-related restructuring charges and adjustments that covered other obligations related to the leased office spaces in San Francisco and Phoenix. Of the combined fiscal 2023 and 2024 lease-related restructuring charges of $3.3 million, $2.2 million remain accrued as of December 31, 2023 and will be satisfied over the remainder of the San Francisco lease term, which continues through April 2029.

In fiscal 2017, the Company made the strategic decision to exit and sub-lease a certain leased office facility under a staggered-exit plan. The full exit was completed in fiscal 2019. We intend to continue subleasing the facility to the extent possible. The liability will be satisfied over the remainder of the leased property's term, which continues through November 2025. Any future changes in the estimates or in the actual sublease income may require future adjustments to the liabilities, which would impact net earnings (loss) in the period the adjustment is recorded. Through December 31, 2023, the Company has recorded a total of $7.3 million of restructuring charges and adjustments related to this lease. Of the amount accrued for this facility lease, $1.5 million remained accrued at December 31, 2023.

Gains, Losses and Other Items, Net
 
The following table summarizes the activity included in gains, losses and other items, net in the condensed consolidated statements of operations for each of the periods presented (dollars in thousands): 
Three Months Ended December 31,Nine Months Ended December 31,
2023202220232022
Employee-related restructuring plan charges$1,283 $5,803 $2,754 $7,449 
Lease-related restructuring plan charges and adjustments 582 398 2,637 
ROU asset group impairments and adjustments 5,358 1,946 15,528 
Goodwill impairment (see Note 8)