RAMP LiveRamp Holdings Inc

 LiveRamp® (NYSE: RAMP), the leading data collaboration platform, today announced its financial results for the fiscal 2025 second quarter ended September 30, 2024.

Q2 Financial Highlights1

• Total revenue was $185 million, up 16%.
• Subscription revenue was $143 million, up 14%.
• Marketplace & Other revenue was $42 million, up 23%.
• GAAP gross profit was $134 million, up 13%. GAAP gross margin compressed by 2 percentage points to 72%. Non-GAAP gross profit was $139 million, up 16%. Non-GAAP gross margin was stable at 75%.
• GAAP operating income was $7 million compared to $8 million. GAAP operating margin compressed by one percentage point to 4%. Non-GAAP operating income was $41 million compared to $32 million. Non-GAAP operating margin expanded by 2 percentage points to 22%.
• GAAP diluted earnings per share was $0.03 and non-GAAP diluted earnings per share was $0.51.
• Net cash provided by operating activities was $56 million, up from $36 million.
• Second quarter share repurchases totaled approximately 1.9 million shares for $50 million. Fiscal year to date through September 30, 2024 share repurchases totaled approximately 2.4 million shares for $66 million.

A reconciliation between GAAP and non-GAAP results is provided in the schedules in this press release.

Commenting on the results, CEO Scott Howe said, “Revenue and operating income exceeded our expectations and revenue grew by double-digits for a third consecutive quarter. We continue to see strong momentum with our Data Collaboration Platform. Our recent platform update makes it faster and easier for customers to activate their first-party data. We continue to scale our clean room network by adding the largest premium publishers and retail media networks that marketers want to engage in data collaboration. These actions – among others – increase the utility of our platform, which will support our future growth.”

GAAP and Non-GAAP ResultsThe following table summarizes the Company’s financial results for the fiscal 2025 second quarter ended September 30, 2024 ($ in millions, except per share amounts):

	GAAP							Non-GAAP
	Q2 FY25			Q2 FY24				Q2 FY25			Q2 FY24
Subscription revenue	$	143		$	126				—			—
YoY change %		14	%		5	%			—			—
Marketplace & Other revenue	$	42		$	34				—			—
YoY change %		23	%		25	%			—			—
Total revenue	$	185		$	160				—			—
YoY change %		16	%		9	%			—			—
Gross profit	$	134		$	119			$	139		$	121
% Gross margin		72	%		74	%			75	%		75	%
YoY change, pts		(2 pts)			3 pts				0 pts			0 pts
Operating income	$	7		$	8			$	41		$	32
% Operating margin		4	%		5	%			22	%		20	%
YoY change, pts		(1 pt)			25 pts				2 pts			8 pts
Net earnings	$	2		$	5			$	34		$	29
Diluted earnings per share	$	0.03		$	0.07			$	0.51		$	0.43
Shares to calculate diluted EPS		67.3			67.9				67.3			67.9
YoY change %		(1	%)		1	%			(1	%)		0	%
Operating cash flow	$	56		$	36				—			—
Free cash flow to equity		—			—			$	55		$	36
Totals and year-over-year changes may not reconcile due to rounding.

A detailed discussion of our non-GAAP financial measures and a reconciliation between GAAP and non-GAAP results is provided in the schedules in this press release.

Additional Business Highlights & Metrics

• In August 2024 the Board of Directors approved an amendment to the existing share repurchase program to expand the authorization by $200 million to $1.3 billion and extend the expiration by two years to December 31, 2026 (link). As of September 30, 2024, there was approximately $292 million in remaining capacity under the program.
• In October 2024 we released the semi-annual update to the LiveRamp Data Collaboration Platform that will accelerate our customers’ time to value by making it easier and faster to deliver personalized and relevant marketing experiences to consumers. The updates enable first-party identity graphs with self-service capability, standardized queries to help customers drive immediate insights with clean room measurement, and faster activation and performance (additional information).
• In October 2024 we announced the first Artificial Intelligence (AI) destinations to our network with Perplexity and Chalice. Through these partnerships, LiveRamp will enable marketers to personalize AI-powered searches on Perplexity and connect AI-powered custom audiences on Meta and YouTube with Chalice, with more social platforms to follow (additional information).
• LiveRamp ended the quarter with 125 customers whose annualized subscription revenue exceeds $1 million, compared to 99 in the prior year period.
• LiveRamp ended the quarter with 885 direct subscription customers, compared to 895 in the prior year period.
• Subscription net retention was 107% and platform net retention was 110%.
• Annual recurring revenue (ARR), which is the last month of the quarter fixed subscription revenue annualized, was $483 million, up 13% compared to the prior year period.
• Current remaining performance obligations (CRPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $374 million, up 10% compared to the prior year period.

Financial Outlook

LiveRamp’s non-GAAP operating income guidance excludes the impact of non-cash stock compensation, purchased intangible asset amortization, and restructuring and related charges.

For the third quarter of fiscal 2025, LiveRamp expects to report:

• Revenue of $191 million, an increase of 10%
• GAAP operating income of $8 million
• Non-GAAP operating income of $39 million

For fiscal 2025, LiveRamp increases its guidance and expects to report:

• Revenue of between $737 million and $739 million, an increase of 12%
• GAAP operating income of between $6 million and $8 million
• Non-GAAP operating income of between $133 million and $135 million

Conference Call

LiveRamp will hold a conference call today at 1:30 p.m. PT (4:30 p.m. ET) to further discuss this information. Interested parties are invited to listen to a webcast of the conference, which can be accessed on LiveRamp’s investor site. A slide presentation will be referenced during the call and is available here.

About LiveRamp

LiveRamp is the data collaboration platform of choice for the world’s most innovative companies. A groundbreaking leader in enterprise identity, LiveRamp offers a connected customer view with clarity and context while protecting brand and consumer trust. We offer flexibility to collaborate wherever data lives to support a wide range of data collaboration use cases—within organizations, between brands, and across our global network of premier partners. Global innovators, from iconic consumer brands and tech platforms to retailers, financial services, and healthcare leaders, turn to LiveRamp to deepen customer engagement and loyalty, activate new partnerships, and maximize the value of their first-party data while staying on the forefront of rapidly evolving compliance and privacy requirements. LiveRamp is based in San Francisco, California with offices worldwide. Learn more at LiveRamp.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (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 for fiscal 2025 and beyond, 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.

Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in forward-looking statements are uncertainties related to high interest rates, cost increases, the possibility of a recession, general inflationary pressure, geo-political circumstances that could result in increased economic uncertainties and the associated impacts of these potential events on our suppliers, customers and partners; the Company’s dependence upon customer renewals, new customer additions and upsell within our subscription business; our reliance upon partners, including data suppliers; competition; rapidly changing technology’s impact on our products and services; the risk that we fail to realize the potential benefits of or have difficulty integrating acquired businesses (including Habu); and attracting, motivating and retaining talent. Additional risks include maintaining our culture and our ability to innovate and evolve while operating in a hybrid work environment, with some employees working remotely at least some of the time within a rapidly changing industry, while also avoiding disruption from reductions in our current workforce as well as disruptions resulting from acquisition, divestiture and other activities affecting our workforce. Our global workforce strategy could possibly encounter difficulty and not be as beneficial as planned. Our international operations are also subject to risks, including the performance of third parties as well as impacts from war and civil unrest, that may harm the Company’s business. The risk of a significant breach of the confidentiality of the information or the security of our or our customers’, suppliers’, or other partners’ data and/or computer systems, or the risk that our current insurance coverage may not be adequate for such a breach, that an insurer might deny coverage for a claim or that such insurance will continue to be available to us on commercially reasonable terms, or at all, could be detrimental to our business, reputation and results of operations. Other business risks include unfavorable publicity and negative public perception about our industry; interruptions or delays in service from data center or cloud hosting vendors we rely upon; and our dependence on the continued availability of third-party data hosting and transmission services. Our clients’ ability to use data on our platform could be restricted if the industry’s use of third-party cookies and tracking technology declines due to technology platform changes, regulation or increased user controls. Changes in regulations and legislation relating to information collection and use represents a risk, as well as changes in tax laws and regulations that are applied to our customers which could cause enterprise software budget tightening. In addition, third parties may claim that we are infringing their intellectual property or may infringe our intellectual property which could result in competitive injury and / or the incurrence of significant costs and draining of our resources.

For a discussion of these and other risks and uncertainties that could affect LiveRamp’s business, reputation, results of operation, financial condition and stock price, please refer to LiveRamp’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of LiveRamp’s most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and subsequent filings.

The financial information set forth in this press release reflects estimates based on information available at this time.

LiveRamp assumes no obligation and does not currently intend to update these forward-looking statements.

To automatically receive LiveRamp financial news by email, please visit www.LiveRamp.com and subscribe to email alerts.

For more information, contact:

LiveRamp Investor RelationsInvestor.Relations@LiveRamp.com

LiveRampⓇ and RampIDTM and all other LiveRamp marks contained herein are trademarks or service marks of LiveRamp, Inc. All other marks are the property of their respective owners.

1 Unless otherwise indicated, all comparisons are to the prior year period.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
		For the three months ended September 30,
								$		%
		2024			2023			Variance		Variance
Revenues		185,483			159,871			25,612		16.0	%
Cost of revenue		51,234			41,212			10,022		24.3	%
Gross profit		134,249			118,659			15,590		13.1	%
% Gross margin		72.4	%		74.2	%
Operating expenses
Research and development		43,889			33,733			10,156		30.1	%
Sales and marketing		51,107			44,135			6,972		15.8	%
General and administrative		31,369			26,009			5,360		20.6	%
Gains, losses and other items, net		397			6,574			(6,177	)	(94.0	)%
Total operating expenses		126,762			110,451			16,311		14.8	%
Income from operations		7,487			8,208			(721	)	(8.8	)%
% Margin		4.0	%		5.1	%
Total other income, net		4,197			6,431			(2,234	)	(34.7	)%
Income from continuing operations before income taxes		11,684			14,639			(2,955	)	(20.2	)%
Income tax expense		9,952			10,163			(211	)	(2.1	)%
Net earnings from continuing operations		1,732			4,476			(2,744	)	(61.3	)%
Earnings from discontinued operations, net of tax		-			387			(387	)	(100.0	)%
Net earnings		1,732			4,863			(3,131	)	(64.4	)%
Basic earnings per share:
Continuing operations		0.03			0.07			(0.04	)	(61.3	)%
Discontinued operations		0.00			0.01			(0.01	)	(100.0	)%
Basic earnings per share		0.03			0.07			(0.05	)	(64.4	)%
Diluted earnings per share:
Continuing operations		0.03			0.07			(0.04	)	(61.0	)%
Discontinued operations		0.00			0.01			(0.01	)	(100.0	)%
Diluted earnings per share		0.03			0.07			(0.05	)	(64.1	)%
Basic weighted average shares		66,294			66,284
Diluted weighted average shares		67,309			67,868
Some totals may not sum due to rounding.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
		For the six months ended September 30,
								$		%
		2024			2023			Variance		Variance
Revenues		361,444			313,940			47,504		15.1	%
Cost of revenue		102,983			86,833			16,150		18.6	%
Gross profit		258,461			227,107			31,354		13.8	%
% Gross margin		71.5	%		72.3	%
Operating expenses
Research and development		88,007			68,252			19,755		28.9	%
Sales and marketing		105,282			89,014			16,268		18.3	%
General and administrative		62,330			52,673			9,657		18.3	%
Gains, losses and other items, net		603			6,690			(6,087	)	(91.0	)%
Total operating expenses		256,222			216,629			39,593		18.3	%
Income from operations		2,239			10,478			(8,239	)	(78.6	)%
% Margin		0.6	%		3.3	%
Total other income, net		8,641			11,280			(2,639	)	(23.4	)%
Income from continuing operations before income taxes		10,880			21,758			(10,878	)	(50.0	)%
Income tax expense		16,637			18,868			(2,231	)	(11.8	)%
Net earnings (loss) from continuing operations		(5,757	)		2,890			(8,647	)	(299.2	)%
Earnings from discontinued operations, net of tax		-			387			(387	)	(100.0	)%
Net earnings (loss)		(5,757	)		3,277			(9,034	)	(275.7	)%
Basic earnings (loss) per share:
Continuing operations		(0.09	)		0.04			(0.13	)	(299.0	)%
Discontinued operations		0.00			0.01			(0.01	)	(100.0	)%
Basic earnings (loss) per share		(0.09	)		0.05			(0.14	)	(275.5	)%
Diluted earnings (loss) per share:
Continuing operations		(0.08	)		0.04			(0.13	)	(298.5	)%
Discontinued operations		0.00			0.01			(0.01	)	(100.0	)%
Diluted earnings (loss) per share		(0.08	)		0.05			(0.13	)	(275.0	)%
Basic weighted average shares		66,458			66,391
Diluted weighted average shares		67,886			67,628
Some totals may not sum due to rounding.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
		For the three months ended September 30,				For the six months ended September 30,
		2024		2023		2024			2023
Income from continuing operations before income taxes		11,684		14,639		10,880			21,758
Income tax expense		9,952		10,163		16,637			18,868
Net earnings (loss) from continuing operations		1,732		4,476		(5,757	)		2,890
Earnings from discontinued operations, net of tax		-		387		-			387
Net earnings (loss)		1,732		4,863		(5,757	)		3,277
Basic earnings (loss) per share		0.03		0.07		(0.09	)		0.05
Diluted earnings (loss) per share		0.03		0.07		(0.09	)		0.05
Excluded items:
Purchased intangible asset amortization (cost of revenue)		3,748		1,217		7,594			4,507
Non-cash stock compensation (cost of revenue and operating expenses)		29,068		15,735		57,053			29,027
Restructuring and merger charges (gains, losses, and other)		397		6,574		603			6,690
Total excluded items from continuing operations		33,213		23,526		65,250			42,099
Income from continuing operations before income taxes and excluding items		44,897		38,165		76,130			63,857
Income tax expense (2)		10,745		9,036		18,116			15,203
Non-GAAP net earnings from continuing operations		34,152		29,129		58,014			48,654
Non-GAAP earnings per share from continuing operations:
Basic		0.52		0.44		0.87			0.73
Diluted		0.51		0.43		0.85			0.72
Basic weighted average shares		66,294		66,284		66,458			66,391
Diluted weighted average shares, Non-GAAP		67,309		67,868		67,886			67,628
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
(2) Non-GAAP income taxes were calculated by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusting for discrete tax items in the period. The differences between our GAAP and non-GAAP effective tax rates were primarily due to the net tax effects of the excluded items, coupled with the valuation allowance and smaller pre-tax income for GAAP purposes.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INCOME FROM OPERATIONS (1)
(Unaudited)
(Dollars in thousands)
		For the three months ended September 30,						For the six months ended September 30,
		2024			2023			2024			2023
Income from operations		7,487			8,208			2,239			10,478
Excluded items:
Purchased intangible asset amortization (cost of revenue)		3,748			1,217			7,594			4,507
Non-cash stock compensation (cost of revenue and operating expenses)		29,068			15,735			57,053			29,027
Restructuring and merger charges (gains, losses, and other)		397			6,574			603			6,690
Transformation costs (general and administrative)		-			-			-			1,875
Total excluded items		33,213			23,526			65,250			42,099
Income from continuing operations before excluded items		40,700			31,734			67,489			52,577
		21.9	%		19.8	%		18.7	%		16.7	%
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
		September 30			March 31			$		%
		2024			2024			Variance		Variance
Assets
Current assets:
Cash and cash equivalents		338,946			336,867			2,079		0.6	%
Restricted cash		2,631			2,604			27		1.0	%
Short-term investments		9,494			32,045			(22,551	)	(70.4	)%
Trade accounts receivable, net		192,067			190,313			1,754		0.9	%
Refundable income taxes, net		4,195			8,521			(4,326	)	(50.8	)%
Other current assets		34,787			31,682			3,105		9.8	%
Total current assets		582,120			602,032			(19,912	)	(3.3	)%
Property and equipment		25,678			25,394			284		1.1	%
Less - accumulated depreciation and amortization		18,304			17,213			1,091		6.3	%
Property and equipment, net		7,374			8,181			(807	)	(9.9	)%
Intangible assets, net		26,989			34,583			(7,594	)	(22.0	)%
Goodwill		501,924			501,756			168		0.0	%
Deferred commissions, net		43,456			48,143			(4,687	)	(9.7	)%
Other assets, net		33,025			36,748			(3,723	)	(10.1	)%
		1,194,888			1,231,443			(36,555	)	(3.0	)%
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable		91,457			81,202			10,255		12.6	%
Accrued payroll and related expenses		27,340			61,575			(34,235	)	(55.6	)%
Other accrued expenses		44,515			42,857			1,658		3.9	%
Deferred revenue		36,156			30,942			5,214		16.9	%
Total current liabilities		199,468			216,576			(17,108	)	(7.9	)%
Other liabilities		63,363			65,732			(2,369	)	(3.6	)%
Stockholders' equity:
Preferred stock		-			-			-		n/a
Common stock		15,782			15,594			188		1.2	%
Additional paid-in capital		1,994,541			1,933,776			60,765		3.1	%
Retained earnings		1,308,415			1,314,172			(5,757	)	(0.4	)%
Accumulated other comprehensive income		5,083			3,964			1,119		28.2	%
Treasury stock, at cost		(2,391,764	)		(2,318,371	)		(73,393	)	3.2	%
Total stockholders' equity		932,057			949,135			(17,078	)	(1.8	)%
		1,194,888			1,231,443			(36,555	)	(3.0	)%

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
			For the three months ended September 30,
			2024			2023
	Cash flows from operating activities:
	Net earnings		1,732			4,863
	Earnings from discontinued operations, net of tax		—			(387	)
	Non-cash operating activities:
	Depreciation and amortization		4,450			1,864
	Loss (gain) on disposal or impairment of assets		15			(6	)
	Lease-related impairment and restructuring charges		—			2,315
	Provision for doubtful accounts		695			(18	)
	Impairment of goodwill		—			2,875
	Deferred income taxes		10			40
	Non-cash stock compensation expense		29,068			15,735
	Changes in operating assets and liabilities:
	Accounts receivable, net		13,955			(1,867	)
	Deferred commissions		1,946			(2,993	)
	Other assets		331			735
	Accounts payable and other liabilities		7,052			12,340
	Income taxes		(1,222	)		6,463
	Deferred revenue		(2,436	)		(6,195	)
	Net cash provided by operating activities		55,596			35,764
	Cash flows from investing activities:
	Capital expenditures		(241	)		(200	)
	Purchases of investments		—			(24,385	)
	Proceeds from sales of investments		22,995			25,750
	Purchases of strategic investments		—			(500	)
	Net cash provided by investing activities		22,754			665
	Cash flows from financing activities:
	Proceeds related to the issuance of common stock under stock and employee benefit plans		160			2
	Shares repurchased for tax withholdings upon vesting of stock-based awards		(893	)		(677	)
	Acquisition of treasury stock		(49,868	)		(15,122	)
	Net cash used in financing activities		(50,601	)		(15,797	)
	Cash flows from discontinued operations:
	From operating activities		—			387
	Net cash provided by discontinued operations		—			387
	Effect of exchange rate changes on cash		814			377
	Net change in cash, cash equivalents and restricted cash		28,563			21,396
	Cash, cash equivalents and restricted cash at beginning of period		313,014			470,773
	Cash, cash equivalents and restricted cash at end of period		341,577			492,169
	Supplemental cash flow information:
	Cash paid for income taxes, net from continuing operations		11,131			3,514
	Cash received for income taxes, net from discontinued operations		—			(595	)
	Cash received for tenant improvement allowances		(1,758	)		—
	Cash paid for operating lease liabilities		2,539			2,689
	Operating lease assets obtained in exchange for operating lease liabilities		193			1,112
	Purchases of property, plant and equipment remaining unpaid at period end		238			211

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
			For the six months ended September 30,
			2024			2023
	Cash flows from operating activities:
	Net earnings (loss)		(5,757	)		3,277
	Earnings from discontinued operations, net of tax		—			(387	)
	Non-cash operating activities:
	Depreciation and amortization		9,004			5,903
	Gain on disposal or impairment of assets		20			302
	Lease-related impairment and restructuring charges		(36	)		2,315
	Provision for doubtful accounts		1,245			(237	)
	Impairment of goodwill		—			2,875
	Deferred income taxes		38			87
	Non-cash stock compensation expense		57,053			29,027
	Changes in operating assets and liabilities:
	Accounts receivable, net		(2,627	)		(16,258	)
	Deferred commissions		4,687			(2,907	)
	Other assets		3,998			5,743
	Accounts payable and other liabilities		(31,994	)		(12,885	)
	Income taxes		5,570			43,699
	Deferred revenue		5,067			903
	Net cash provided by operating activities		46,268			61,457
	Cash flows from investing activities:
	Capital expenditures		(467	)		(253	)
	Purchases of investments		(1,967	)		(24,385	)
	Proceeds from sales of investments		24,995			25,750
	Purchases of strategic investments		(400	)		(1,000	)
	Net cash provided by investing activities		22,161			112
	Cash flows from financing activities:
	Proceeds related to the issuance of common stock under stock and employee benefit plans		6,327			5,575
	Shares repurchased for tax withholdings upon vesting of stock-based awards		(7,740	)		(4,569	)
	Acquisition of treasury stock		(65,653	)		(35,325	)
	Net cash used in financing activities		(67,066	)		(34,319	)
	Cash flows from discontinued operations:
	From operating activities		—			387
	Net cash provided by discontinued operations		—			387
	Effect of exchange rate changes on cash		743			84
	Net change in cash, cash equivalents and restricted cash		2,106			27,721
	Cash, cash equivalents and restricted cash at beginning of period		339,471			464,448
	Cash, cash equivalents and restricted cash at end of period		341,577			492,169
	Supplemental cash flow information:
	Cash paid (received) for income taxes, net from continuing operations		11,000			(25,139	)
	Cash received for income taxes, net from discontinued operations		—			(595	)
	Cash received for tenant improvement allowances		(1,758	)		—
	Cash paid for operating lease liabilities		4,877			5,148
	Operating lease assets obtained in exchange for operating lease liabilities		1,043			11,677
	Operating lease assets, and related lease liabilities, relinquished in lease terminations		(555	)		(4,486	)
	Purchases of property, plant and equipment remaining unpaid at period end		238			211

LIVERAMP HOLDINGS, INC AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW TO EQUITY (1)
(Unaudited)
(Dollars in thousands)
			6/30/2023			9/30/2023			12/31/2023			3/31/2024			FY2024				6/30/2024			9/30/2024			FY2025
Net Cash Provided by (Used in) Operating Activities			$	25,693		$	35,764		$	16,556		$	27,643		$	105,656			$	(9,328	)	$	55,596		$	46,268
Less:
	Capital expenditures			(53	)		(200	)		(2,211	)		(1,791	)		(4,255	)			(226	)		(241	)		(467	)
Free Cash Flow to Equity			$	25,640		$	35,564		$	14,345		$	25,852		$	101,401			$	(9,554	)	$	55,355		$	45,801
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
																												Qtr-to-Qtr
		FY2024																FY2025										FY2025 to FY2024
		6/30/2023			9/30/2023			12/31/2023			3/31/2024			FY2024				6/30/2024			9/30/2024			FY2025				%		$
Revenues			154,069			159,871			173,869			171,852			659,661				175,961			185,483			361,444			16.0	%	25,612
Cost of revenue			45,621			41,212			44,934			47,722			179,489				51,749			51,234			102,983			24.3	%	10,022
Gross profit			108,448			118,659			128,935			124,130			480,172				124,212			134,249			258,461			13.1	%	15,590
% Gross margin			70.4	%		74.2	%		74.2	%		72.2	%		72.8	%			70.6	%		72.4	%		71.5	%
Operating expenses
Research and development			34,519			33,733			37,788			45,161			151,201				44,118			43,889			88,007			30.1	%	10,156
Sales and marketing			44,879			44,135			46,203			60,476			195,693				54,175			51,107			105,282			15.8	%	6,972
General and administrative			26,664			26,009			27,241			30,252			110,166				30,961			31,369			62,330			20.6	%	5,360
Gains, losses and other items, net			116			6,574			2,502			2,516			11,708				206			397			603			(94.0	)%	(6,177	)
Total operating expenses			106,178			110,451			113,734			138,405			468,768				129,460			126,762			256,222			14.8	%	16,311
Income (loss) from operations			2,270			8,208			15,201			(14,275	)		11,404				(5,248	)		7,487			2,239			(8.8	)%	(721	)
% Margin			5.0	%		24.3	%		40.2	%		(31.6	)%		1.7	%			(3.0	)%		4.0	%		0.6	%
Total other income, net			4,849			6,431			6,607			5,070			22,957				4,444			4,197			8,641			(34.7	)%	(2,234	)
Income (loss) from continuing operations before income taxes			7,119			14,639			21,808			(9,205	)		34,361				(804	)		11,684			10,880			(20.2	)%	(2,955	)
Income tax expense (benefit)			8,705			10,163			8,429			(3,027	)		24,270				6,685			9,952			16,637			(2.1	)%	(211	)
Net earnings (loss) from continuing operations			(1,586	)		4,476			13,379			(6,178	)		10,091				(7,489	)		1,732			(5,757	)		(61.3	)%	(2,744	)
Earnings from discontinued operations, net of tax			-			387			598			805			1,790				-			-			-			(100.0	)%	(387	)
Net earnings (loss)		$	(1,586	)	$	4,863		$	13,977		$	(5,373	)	$	11,881			$	(7,489	)	$	1,732		$	(5,757	)		(64.4	)%	(3,131	)
Basic earnings (loss) per share:
Continuing operations			(0.02	)		0.07			0.20			(0.09	)		0.15				(0.11	)		0.03			(0.09	)		(61.3	)%	(0.04	)
Discontinued operations			0.00			0.01			0.01			0.01			0.03				0.00			0.00			0.00			(100.0	)%	(0.01	)
Basic earnings (loss) per share			(0.02	)		0.07			0.21			(0.08	)		0.18				(0.11	)		0.03			(0.09	)		(64.4	)%	(0.05	)
Diluted earnings (loss) per share:
Continuing operations			(0.02	)		0.07			0.20			(0.09	)		0.15				(0.11	)		0.03			(0.09	)		(61.0	)%	(0.04	)
Discontinued operations			0.00			0.01			0.01			0.01			0.03				0.00			0.00			0.00			(100.0	)%	(0.01	)
Diluted earnings (loss) per share			(0.02	)		0.07			0.21			(0.08	)		0.17				(0.11	)		0.03			(0.09	)		(64.1	)%	(0.05	)
Some earnings (loss) per share amounts may not add due to rounding.
Basic weighted average shares			66,497			66,284			65,961			66,323			66,266				66,621			66,294			66,458
Diluted weighted average shares			66,497			67,868			67,943			66,323			67,918				66,621			67,309			66,458

 

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
		FY2024											FY2025
		6/30/23		9/30/23		12/31/23		3/31/24		FY2024			6/30/24		9/30/24		FY2025
Expenses:
Cost of revenue		45,621		41,212		44,934		47,722		179,489			51,749		51,234		102,983
Research and development		34,519		33,733		37,788		45,161		151,201			44,118		43,889		88,007
Sales and marketing		44,879		44,135		46,203		60,476		195,693			54,175		51,107		105,282
General and administrative		26,664		26,009		27,241		30,252		110,166			30,961		31,369		62,330
Gains, losses and other items, net		116		6,574		2,502		2,516		11,708			206		397		603
Gross profit, continuing operations:		108,448		118,659		128,935		124,130		480,172			124,212		134,249		258,461
% Gross margin		70.4	%	74.2	%	74.2	%	72.2	%	72.8	%		70.6	%	72.4	%	71.5	%
Excluded items:
Purchased intangible asset amortization (cost of revenue)		3,290		1,217		1,181		3,097		8,785			3,846		3,748		7,594
Non-cash stock compensation (cost of revenue)		629		629		817		1,478		3,553			1,596		1,499		3,095
Non-cash stock compensation (research and development)		5,077		5,293		6,960		9,859		27,189			10,205		10,920		21,125
Non-cash stock compensation (sales and marketing)		3,736		4,786		4,089		6,337		18,948			7,093		7,383		14,476
Non-cash stock compensation (general and administrative)		3,850		5,027		5,631		7,106		21,614			9,091		9,266		18,357
Restructuring charges (gains, losses, and other)		116		6,574		2,502		2,516		11,708			206		397		603
Transformation costs (general and administrative)		1,875		—		—		—		1,875			—		—		—
Total excluded items		18,573		23,526		21,180		30,393		93,672			32,037		33,213		65,250
Expenses, excluding items:
Cost of revenue		41,702		39,366		42,936		43,147		167,151			46,307		45,987		92,294
Research and development		29,442		28,440		30,828		35,302		124,012			33,913		32,969		66,882
Sales and marketing		41,143		39,349		42,114		54,139		176,745			47,082		43,724		90,806
General and administrative		20,939		20,982		21,610		23,146		86,677			21,870		22,103		43,973
Gains, losses and other items, net		—		—		—		—		—			—		—		—
Gross profit, excluding items:		112,367		120,505		130,933		128,705		492,510			129,654		139,496		269,150
% Gross margin		72.9	%	75.4	%	75.3	%	74.9	%	74.7	%		73.7	%	75.2	%	74.5	%
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
		FY2024								FY2025
		6/30/2023		9/30/2023	12/31/2023	3/31/2024		FY2024		6/30/2024		9/30/2024	FY2025
Income (loss) from continuing operations before income taxes		7,119		14,639	21,808	(9,205	)	34,361		(804	)	11,684	10,880
Income tax expense (benefit)		8,705		10,163	8,429	(3,027	)	24,270		6,685		9,952	16,637
Net earnings (loss) from continuing operations		(1,586	)	4,476	13,379	(6,178	)	10,091		(7,489	)	1,732	(5,757	)
Earnings from discontinued operations, net of tax		-		387	598	805		1,790		-		-	-
Net earnings (loss)		(1,586	)	4,863	13,977	(5,373	)	11,881		(7,489	)	1,732	(5,757	)
Earnings (loss) per share:
Basic		(0.02	)	0.07	0.21	(0.08	)	0.18		(0.11	)	0.03	(0.09	)
Diluted		(0.02	)	0.07	0.21	(0.08	)	0.17		(0.11	)	0.03	(0.09	)
Excluded items:
Purchased intangible asset amortization (cost of revenue)		3,290		1,217	1,181	3,097		8,785		3,846		3,748	7,594
Non-cash stock compensation (cost of revenue and operating expenses)		13,292		15,735	17,497	24,780		71,304		27,985		29,068	57,053
Restructuring and merger charges (gains, losses, and other)		116		6,574	2,502	2,516		11,708		206		397	603
Transformation costs (general and administrative)		1,875		-	-	-		1,875		-		-	-
Total excluded items from continuing operations		18,573		23,526	21,180	30,393		93,672		32,037		33,213	65,250
Income from continuing operations before income taxes and excluding items		25,692		38,165	42,988	21,188		128,033		31,233		44,897	76,130
Income tax expense		6,167		9,036	10,732	3,947		29,882		7,371		10,745	18,116
Non-GAAP net earnings from continuing operations		19,525		29,129	32,256	17,241		98,151		23,862		34,152	58,014
Non-GAAP earnings per share from continuing operations:
Basic		0.29		0.44	0.49	0.26		1.48		0.36		0.52	0.87
Diluted		0.29		0.43	0.47	0.25		1.45		0.35		0.51	0.85
Basic weighted average shares		66,497		66,284	65,961	66,323		66,266		66,621		66,294	66,458
Diluted weighted average shares, Non-GAAP		67,388		67,868	67,943	68,471		67,918		68,463		67,309	67,886
Some totals may not add due to rounding
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP OPERATING INCOME GUIDANCE (1)
(Unaudited)
(Dollars in thousands)
		For the quarter ending			For the year ending
		December 31, 2024			March 31, 2025
					Low		High
GAAP income from operations		$	8,000		$	6,000	$	8,000
Excluded items:
Purchased intangible asset amortization			4,000			15,000		15,000
Non-cash stock compensation			27,000			111,000		111,000
Restructuring costs			-			1,000		1,000
Total excluded items			31,000			127,000		127,000
Non-GAAP income from operations		$	39,000		$	133,000	$	135,000
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

APPENDIX A

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

Q2 FISCAL 2025 FINANCIAL RESULTS

EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS

To supplement our financial results, we use non-GAAP measures which exclude certain acquisition related expenses, non-cash stock compensation and restructuring charges. We believe these measures are helpful in understanding our past performance and our future results. Our non-GAAP financial measures and schedules are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated GAAP financial statements. Our management regularly uses these non-GAAP financial measures internally to understand, manage and evaluate our business and to make operating decisions. These measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is also based in part on the performance of our business based on these non-GAAP measures.

Our non-GAAP financial measures, including non-GAAP earnings (loss) per share, income (loss) from operations and adjusted EBITDA reflect adjustments based on the following items, as well as the related income tax effects when applicable:

Purchased intangible asset amortization: We incur amortization of purchased intangibles in connection with our acquisitions. Purchased intangibles include (i) developed technology, (ii) customer and publisher relationships, and (iii) trade names. We expect to amortize for accounting purposes the fair value of the purchased intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue for us, we exclude this item because this expense is non-cash in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our operational performance.

Non-cash stock compensation: Non-cash stock compensation consists of charges for associate restricted stock units, performance shares and stock options in accordance with current GAAP related to stock-based compensation including expense associated with stock-based compensation related to unvested options assumed in connection with our acquisitions. As we apply stock-based compensation standards, we believe that it is useful to investors to understand the impact of the application of these standards to our operational performance. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by us and because such expense is not used by us to assess the core profitability of our business operations.

Restructuring charges: During the past several years, we have initiated certain restructuring activities in order to align our costs in connection with both our operating plans and our business strategies based on then-current economic conditions. As a result, we recognized costs related to termination benefits for employees whose positions were eliminated, lease and other contract termination charges, and asset impairments. These items, as well as third party expenses associated with business acquisitions in the current year, reported as gains, losses, and other items, net, are excluded from non-GAAP results because such amounts are not used by us to assess the core profitability of our business operations.

Transformation costs: In previous years, we incurred significant expenses to separate the financial statements of our operating segments, with particular focus on segment-level balance sheets, and to evaluate portfolio priorities. Our criteria for excluding transformation expenses from our non-GAAP measures is as follows: 1) projects are discrete in nature; 2) excluded expenses consist only of third-party consulting fees that we would not incur otherwise; and 3) we do not exclude employee related expenses or other costs associated with the ongoing operations of our business. We substantially completed those projects during the third quarter of fiscal year 2018. Beginning in the fourth quarter of fiscal 2018, and through most of fiscal 2019, we incurred transaction support expenses and system separation costs related to the Company's announced evaluation of strategic options for its Marketing Solutions (AMS) business. In the first and second quarters of fiscal 2021 in response to the potential COVID-19 pandemic impact on our business and again during fiscal 2023 in response to macroeconomic conditions, we incurred significant costs associated with the assessment of strategic and operating plans, including our long-term location strategy, and assistance in implementing the restructuring activities as a result of this assessment.  Our criteria for excluding these costs are the same. We believe excluding these items from our non-GAAP financial measures is useful for investors and provides meaningful supplemental information.

Our non-GAAP financial schedules are:

Non-GAAP EPS, Non-GAAP Income from Operations, and Non-GAAP expenses: Our Non-GAAP earnings per share, Non-GAAP income from operations, and Non-GAAP expenses reflect adjustments as described above, as well as the related tax effects where applicable.

Adjusted EBITDA: Adjusted EBITDA is defined as net income from continuing operations before income taxes, other expenses, depreciation and amortization, and including adjustments as described above. We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments and to compare our results to those of our competitors. We believe that the inclusion of Adjusted EBITDA provides useful supplementary information to and facilitates analysis by investors in evaluating the Company's performance and trends. The presentation of Adjusted EBITDA is not meant to be considered in isolation or as an alternative to net earnings as an indicator of our performance.

Free Cash Flow to Equity: To supplement our statement of cash flows, we use a non-GAAP measure of cash flow to analyze cash flows generated from operations. Free cash flow to equity is defined as operating cash flow less cash used by investing activities (excluding the impact of cash paid in acquisitions), less required payments of debt, and excluding the impact of discontinued operations. Management believes that this measure of cash flow is meaningful since it represents the amount of money available from continuing operations for the Company's discretionary spending after funding all required obligations including scheduled debt payments. The presentation of non-GAAP free cash flow to equity is not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA (1)
(Unaudited)
(Dollars in thousands)
		For the three months ended September 30,						For the six months ended September 30,
		2024			2023			2024			2023
Net earnings (loss) from continuing operations		1,732			4,476			(5,757	)		2,890
Income tax expense		9,952			10,163			16,637			18,868
Total other income, net		(4,197	)		(6,431	)		(8,641	)		(11,280	)
Income from operations		7,487			8,208			2,239			10,478
Depreciation and amortization		4,450			1,864			9,004			5,903
EBITDA		11,937			10,072			11,243			16,381
Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses)		29,068			15,735			57,053			29,027
Restructuring and merger charges (gains, losses, and other)		397			6,574			603			6,690
Transformation costs (general and administrative)		-			-			-			1,875
Other adjustments		29,465			22,309			57,656			37,592
Adjusted EBITDA		41,402			32,381			68,899			53,973
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

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