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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):   August 7, 2024
LiveRamp Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-38669 83-1269307
(State or Other Jurisdiction of Incorporation) (Commission File Number) (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)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $.10 Par Value RAMP New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.






Section 2—Financial Information

Item 2.02    Results of Operations and Financial Condition

On August 7, 2024, LiveRamp Holdings, Inc. (the “Company”) issued a press release announcing the results of its financial performance for its first quarter ended June 30, 2024. The Company will hold a conference call at 1:30 PM PDT today to further discuss this information. Interested parties are invited to listen to the webcast, which will be broadcast via the Internet at www.liveramp.com. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

The information contained in this Item 2.02, including the exhibit attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Section 9—Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits
 
(d)    Exhibits
Exhibit Number Description
99.1
104 Cover Page Interactive Data file (formatted as Inline XBRL)





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 7, 2024


LiveRamp Holdings, Inc.
By: /s/ Jerry C. Jones
Name: Jerry C. Jones
Title:
EVP, Chief Ethics and Legal Officer and Secretary



EX-99.1 2 a2025q1ex991earningsrelease.htm EX-99.1 EARNING SRELEASE Document

LIVERAMP ANNOUNCES RESULTS FOR FIRST QUARTER FY25

Revenue up 14% year-over-year
Second Consecutive Quarter of Double-Digit Revenue Growth
Raises Fiscal 2025 Revenue and Operating Income Guidance

SAN FRANCISCO, Calif., August 7, 2024—LiveRamp® (NYSE: RAMP), the leading data collaboration platform, today announced its financial results for the fiscal 2025 first quarter ended June 30, 2024.


Q1 Financial Highlights
Unless otherwise indicated, all comparisons are to the prior year period.

•Total revenue was $176 million, up 14%.

•Subscription revenue was $135 million, up 11%.

•Marketplace & Other revenue was $41 million, up 28%.

•GAAP gross profit was $124 million, up 15%. GAAP gross margin was stable at 71%. Non-GAAP gross profit was $130 million, up 15%. Non-GAAP gross margin expanded by 1 percentage point to 74%.

•GAAP operating loss was $5 million compared to income of $2 million. GAAP operating margin was negative 3% compared to 1%. Non-GAAP operating income was $27 million compared to $21 million. Non-GAAP operating margin expanded by 2 percentage points to 15%.

•GAAP diluted loss per share was $0.11 and non-GAAP diluted earnings per share was $0.35.

•Net cash used in operating activities was $9 million compared to net cash provided by operating activities of $26 million.

•In the first quarter the company repurchased approximately 499,000 shares for $16 million.

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


Commenting on the results, CEO Scott Howe said: “We posted double-digit growth for a second consecutive quarter in both revenue and ARR, and revenue and operating income again exceeded our expectations. Our Data Collaboration Platform is well-positioned for growth, benefiting from multiple industry megatrends — including the shift to cloud computing, the proliferation of AI tools in marketing, growth in Commerce Media and CTV platforms, and the ongoing move to authenticated addressability.”


P 1


GAAP and Non-GAAP Results

The following table summarizes the Company’s financial results for the fiscal 2025 first quarter ended June 30, 2024 ($ in millions, except per share amounts):

GAAP Non-GAAP
Q1 FY25 Q1 FY24 Q1 FY25 Q1 FY24
Subscription revenue $ 135  $ 122 
YoY change % 11  % %
Marketplace & Other revenue $ 41  $ 32 
YoY change % 28  % 21  %
Total revenue $ 176  $ 154 
YoY change % 14  % %
Gross profit $ 124  $ 108  $ 130  $ 112 
% Gross margin 71  % 70  % 74  % 73  %
YoY change, pts 0pts (1)pts 1pts (2)pts
Operating income (loss) $ (5) $ $ 27  $ 21 
% Operating margin (3) % % 15  % 14  %
YoY change, pts (4)pts 19pts 2pts 11pts
Net earnings (loss) $ (7) $ (2) $ 24  $ 20 
Diluted earnings (loss) per share $ (0.11) $ (0.02) $ 0.35  $ 0.29 
Shares to calculate diluted EPS 66.6  66.5  68.5  67.4 
YoY change % % (3) % % (3) %
Operating cash flow $ (9) $ 26  $ —  $ — 
Free cash flow to equity $ —  $ —  $ (10) $ 26 
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 to this press release.



P 2


Additional Business Highlights & Metrics

•In April 2024 we released a new study, “Data Collaboration Fuels Revenue Growth,” evaluating how business leaders from a variety of sectors are using data collaboration to enable a wide range of revenue-driving use cases across their organizations and between ecosystem partners. This LiveRamp-commissioned study, conducted by Forrester Consulting, reveals that 93% of respondents agree that improved data collaboration is critical to driving improvements in customer loyalty, data quality, regulatory compliance, and more (additional information).

•In June 2024 we announced that our identity capabilities are now interoperable with Nielsen. Marketers can now seamlessly connect first- and third-party data sources to Nielsen via LiveRamp, which enables audiences to be planned and measured across platforms by leveraging Nielsen ONE Ads, Nielsen’s planning suite, and Nielsen’s Data Driven Linear solutions (additional information).

•In July 2024 we announced that the integration of our Authenticated Traffic Solution (ATS) with Yahoo ConnectID, Yahoo DSP’s cookieless identity solution, is fully available for publishers. Yahoo DSP and LiveRamp publishers are now able to leverage Yahoo ConnectID and ATS to unlock additional addressable demand (additional information).

•ATS is a fully scaled solution that connects publisher and marketer data to better personalize and measure advertising on authenticated inventory using our RampID. Marketers can achieve better advertising performance with RampID powered by ATS than they can with third-party cookies alone. In a recently published case study, Indeed, the leading online job posting site, used RampID powered by ATS to achieve a 54% improvement in its re-targeting audience and a 20% increase in response rates (additional information).

•LiveRamp ended the quarter with 115 customers whose annualized subscription revenue exceeds $1 million, compared to 96 in the prior year period.

•LiveRamp ended the quarter with 900 direct subscription customers, compared to 915 in the prior year period.

•Subscription net retention was 105% and platform net retention was 108%.

•Annual recurring revenue (ARR), which is the last month of the quarter fixed subscription revenue annualized, was $478 million, up 12% 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 $398 million, up 13% compared to the prior year period.
P 3


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 second quarter of fiscal 2025, LiveRamp expects to report:

•Revenue of $176 million, an increase of 10%
•GAAP operating loss of ($3) million
•Non-GAAP operating income of $31 million

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

•Revenue of between $715 million and $735 million, an increase of between 8% and 11%
•GAAP operating income (loss) of between ($2) million and $2 million
•Non-GAAP operating income of between $127 million and $131 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 a global technology company that helps companies build enduring brand and business value by collaborating responsibly with data. A groundbreaking leader in consumer privacy, data ethics and foundational identity, LiveRamp offers a connected customer view with clarity and context while protecting brand and consumer trust. Our best-in-class enterprise platform enables data collaboration, where companies can share first-party consumer data with trusted business partners securely and in a privacy conscious manner. 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.



P 4


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 rising 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 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.
P 5




For more information, contact:
LiveRamp Investor Relations
Investor.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.
P 6


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
For the three months ended June 30,
$ %
2024 2023 Variance Variance
Revenues $ 175,961  $ 154,069  21,892  14.2  %
Cost of revenue 51,749  45,621  6,128  13.4  %
Gross profit 124,212  108,448  15,764  14.5  %
% Gross margin 70.6  % 70.4  %
Operating expenses
Research and development 44,118  34,519  9,599  27.8  %
Sales and marketing 54,175  44,879  9,296  20.7  %
General and administrative 30,961  26,664  4,297  16.1  %
Gains, losses and other items, net 206  116  90  NA
Total operating expenses 129,460  106,178  23,282  21.9  %
Income (loss) from operations (5,248) 2,270  (7,518) (331.2) %
% Margin (3.0) % 1.5  %
Total other income, net 4,444  4,849  (405) (8.4) %
Income (loss) from continuing operations before income taxes (804) 7,119  (7,923) (111.3) %
Income tax expense 6,685  8,705  (2,020) (23.2) %
Net loss $ (7,489) $ (1,586) (5,903) (372.2) %
Basic loss per share $ (0.11) $ (0.02) (0.09) (371.3) %
Diluted loss per share $ (0.11) $ (0.02) (0.09) (371.3) %
Basic weighted average shares 66,621  66,497 
Diluted weighted average shares 66,621  66,497 
Totals may not sum due to rounding.
P 7


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 June 30,
2024 2023
Income (loss) from continuing operations before income taxes $ (804) $ 7,119 
Income tax expense 6,685  8,705 
Net loss $ (7,489) $ (1,586)
Basic loss per share $ (0.11) $ (0.02)
Diluted loss per share $ (0.11) $ (0.02)
Excluded items:
Purchased intangible asset amortization (cost of revenue) 3,846  3,290 
Non-cash stock compensation (cost of revenue and operating expenses) 27,985  13,292 
Restructuring and merger charges (gains, losses, and other) 206  116 
Transformation costs (general and administrative) —  1,875 
 Total excluded items from continuing operations $ 32,037  $ 18,573 
Income from continuing operations before income taxes and excluding items $ 31,233  $ 25,692 
Income tax expense (2) 7,371  6,167 
Non-GAAP net earnings from continuing operations $ 23,862  $ 19,525 
Non-GAAP earnings per share from continuing operations:
Basic $ 0.36  $ 0.29 
Diluted $ 0.35  $ 0.29 
Basic weighted average shares 66,621  66,497 
Diluted weighted average shares, Non-GAAP 68,463  67,388 
(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.
(2) 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 larger pre-tax losses for GAAP purposes versus smaller pre-tax losses or income for non-GAAP purposes.

P 8


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INCOME (LOSS) FROM OPERATIONS (1)
(Unaudited)
(Dollars in thousands)
For the three months ended June 30,
2024 2023
Income (loss) from operations $ (5,248) $ 2,270 
Excluded items:
Purchased intangible asset amortization (cost of revenue) 3,846  3,290 
Non-cash stock compensation (cost of revenue and operating expenses) 27,985  13,292 
Restructuring and merger charges (gains, losses, and other) 206  116 
Transformation costs (general and administrative) —  1,875 
Total excluded items 32,037  18,573 
Income from continuing operations before excluded items $ 26,789  $ 20,843 
(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.


                                                    

P 9


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA (1)
(Unaudited)
(Dollars in thousands)
For the three months ended June 30,
2024 2023
Net loss from continuing operations $ (7,489) $ (1,586)
Income tax expense 6,685  8,705 
Total other income, net (4,444) (4,849)
Income (loss) from operations (5,248) 2,270 
Depreciation and amortization 4,554  4,039 
EBITDA $ (694) $ 6,309 
Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses) $ 27,985  $ 13,292 
Restructuring and merger charges (gains, losses, and other) 206  116 
Transformation costs (general and administrative) —  1,875 
Other adjustments 28,191  15,283 
Adjusted EBITDA $ 27,497  $ 21,592 
(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.

P 10


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30, March 31, $ %
2024 2024 Variance Variance
Assets (unaudited)
Current assets:
Cash and cash equivalents $ 310,396  $ 336,867  (26,471) (7.9) %
Restricted cash 2,618  2,604  14  0.5  %
Short-term investments 32,333  32,045  288  0.9  %
Trade accounts receivable, net 206,305  190,313  15,992  8.4  %
Refundable income taxes, net 1,929  8,521  (6,592) (77.4) %
Other current assets 31,456  31,682  (226) (0.7) %
Total current assets 585,037  602,032  (16,995) (2.8) %
Property and equipment 25,413  25,394  19  0.1  %
Less - accumulated depreciation and amortization 17,717  17,213  504  2.9  %
Property and equipment, net 7,696  8,181  (485) (5.9) %
Intangible assets, net 30,737  34,583  (3,846) (11.1) %
Goodwill 501,721  501,756  (35) —  %
Deferred commissions, net 45,402  48,143  (2,741) (5.7) %
Other assets, net 35,663  36,748  (1,085) (3.0) %
$ 1,206,256  $ 1,231,443  (25,187) (2.0) %
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable $ 84,769  $ 81,202  3,567  4.4  %
Accrued payroll and related expenses 23,216  61,575  (38,359) (62.3) %
Other accrued expenses 43,220  42,857  363  0.8  %
Deferred revenue 38,433  30,942  7,491  24.2  %
Total current liabilities 189,638  216,576  (26,938) (12.4) %
Other liabilities 64,742  65,732  (990) (1.5) %
Stockholders' equity:
Preferred stock —  —  —  n/a
Common stock 15,726  15,594  132  0.8  %
Additional paid-in capital 1,966,578  1,933,776  32,802  1.7  %
Retained earnings 1,306,683  1,314,172  (7,489) (0.6) %
Accumulated other comprehensive income 3,892  3,964  (72) (1.8) %
Treasury stock, at cost (2,341,003) (2,318,371) (22,632) 1.0  %
Total stockholders' equity 951,876  949,135  2,741  0.3  %
$ 1,206,256  $ 1,231,443  (25,187) (2.0) %

P 11


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the three months ended June 30,
2024 2023
Cash flows from operating activities:
Net loss $ (7,489) $ (1,586)
Non-cash operating activities:
Depreciation and amortization 4,554  4,039 
Loss on disposal or impairment of assets 308 
Lease-related impairment and restructuring charges (36) — 
Provision for doubtful accounts 550  (219)
Deferred income taxes 28  47 
Non-cash stock compensation expense 27,985  13,292 
Changes in operating assets and liabilities:
Accounts receivable, net (16,582) (14,391)
Deferred commissions 2,741  86 
Other assets 3,667  5,008 
Accounts payable and other liabilities (39,046) (25,225)
Income taxes 6,792  37,236 
Deferred revenue 7,503  7,098 
Net cash provided by (used in) operating activities (9,328) 25,693 
Cash flows from investing activities:
Capital expenditures (226) (53)
Purchases of investments (1,967) — 
Proceeds from sales of investments 2,000  — 
Purchases of strategic investments (400) (500)
Net cash used in investing activities (593) (553)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans 6,167  5,573 
Shares repurchased for tax withholdings upon vesting of stock-based awards (6,847) (3,892)
Acquisition of treasury stock (15,785) (20,203)
Net cash used in financing activities (16,465) (18,522)
Effect of exchange rate changes on cash (71) (293)
Net change in cash, cash equivalents and restricted cash (26,457) 6,325 
Cash, cash equivalents and restricted cash at beginning of period 339,471  464,448 
Cash, cash equivalents and restricted cash at end of period $ 313,014  $ 470,773 
P 12


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the three months ended June 30,
2024 2023
Supplemental cash flow information:
Cash paid (received) for income taxes, net from continuing operations $ (131) $ (28,653)
Cash paid for operating lease liabilities 2,338  2,459 
Operating lease assets obtained in exchange for operating lease liabilities 850  10,565 
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 109  — 

P 13


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
Net Cash Provided by (Used in) Operating Activities $ 25,693  $ 35,764  $ 16,556  $ 27,643  $ 105,656  $ (9,328)
Less:
Capital expenditures (53) (200) (2,211) (1,791) (4,255) (226)
Free Cash Flow to Equity $ 25,640  $ 35,564  $ 14,345  $ 25,852  $ 101,401  $ (9,554)
(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.
P 14


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 % $
Revenues $ 154,069  $ 159,871  $ 173,869  $ 171,852  $ 659,661  $ 175,961  14.2  % 21,892 
Cost of revenue 45,621  41,212  44,934  47,722  179,489  51,749  13.4  % 6,128 
Gross profit 108,448  118,659  128,935  124,130  480,172  124,212  14.5  % 15,764 
% Gross margin 70.4  % 74.2  % 74.2  % 72.2  % 72.8  % 70.6  %
Operating expenses
Research and development 34,519  33,733  37,788  45,161  151,201  44,118  27.8  % 9,599 
Sales and marketing 44,879  44,135  46,203  60,476  195,693  54,175  20.7  % 9,296 
General and administrative 26,664  26,009  27,241  30,252  110,166  30,961  16.1  % 4,297 
Gains, losses and other items, net 116  6,574  2,502  2,516  11,708  206  77.6  % 90 
Total operating expenses 106,178  110,451  113,734  138,405  468,768  129,460  21.9  % 23,282 
Income (loss) from operations 2,270  8,208  15,201  (14,275) 11,404  (5,248) (331.2) % (7,518)
% Margin 5.0  % 24.3  % 40.2  % (31.6) % 1.7  % (3.0) %
Total other income, net 4,849  6,431  6,607  5,070  22,957  4,444  (8.4) % (405)
Income (loss) from continuing operations before income taxes 7,119  14,639  21,808  (9,205) 34,361  (804) (111.3) % (7,923)
Income tax expense (benefit) 8,705  10,163  8,429  (3,027) 24,270  6,685  (23.2) % (2,020)
Net earnings (loss) from continuing operations (1,586) 4,476  13,379  (6,178) 10,091  (7,489) (372.2) % (5,903)
Earnings from discontinued operations, net of tax —  387  598  805  1,790  —  N/A — 
Net earnings (loss) $ (1,586) $ 4,863  $ 13,977  $ (5,373) $ 11,881  $ (7,489) (372.2) % (5,903)
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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 % $
Basic loss per share
Continuing operations $ (0.02) $ 0.07  $ 0.20  $ (0.09) $ 0.15  $ (0.11) (3.71) 0.00 
Discontinued operations 0.00  0.01  0.01  0.01  0.03  0.00  N/A 0.00 
Basic loss per share $ (0.02) $ 0.07  $ 0.21  $ (0.08) $ 0.18  $ (0.11) (3.71) 0.00 
Diluted loss per share
Continuing operations $ (0.02) $ 0.07  $ 0.20  $ (0.09) $ 0.15  $ (0.11) (3.71) 0.00 
Discontinued operations 0.00  0.01  0.01  0.01  0.03  0.00  N/A 0.00 
Diluted loss per share $ (0.02) $ 0.07  $ 0.21  $ (0.08) $ 0.17  $ (0.11) (3.71) 0.00 
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 
Diluted weighted average shares 66,497  67,868  67,943  66,323  67,918  66,621 

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LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
FY2024 FY2025
6/30/2023 9/30/2023 12/31/2023 3/31/2024 FY2024 6/30/2024
Expenses:
Cost of revenue $ 45,621  $ 41,212  $ 44,934  $ 47,722  $ 179,489  $ 51,749 
Research and development 34,519  33,733  37,788  45,161  151,201  44,118 
Sales and marketing 44,879  44,135  46,203  60,476  195,693  54,175 
General and administrative 26,664  26,009  27,241  30,252  110,166  30,961 
Gains, losses and other items, net 116  6,574  2,502  2,516  11,708  206 
Gross profit, continuing operations: 108,448  118,659  128,935  124,130  480,172  124,212 
% Gross margin 70.4  % 74.2  % 74.2  % 72.2  % 72.8  % 70.6  %
Excluded items:
Purchased intangible asset amortization (cost of revenue) 3,290  1,217  1,181  3,097  8,785  3,846 
Non-cash stock compensation (cost of revenue) 629  629  817  1,478  3,553  1,596 
Non-cash stock compensation (research and development) 5,077  5,293  6,960  9,859  27,189  10,205 
Non-cash stock compensation (sales and marketing) 3,736  4,786  4,089  6,337  18,948  7,093 
Non-cash stock compensation (general and administrative) 3,850  5,027  5,631  7,106  21,614  9,091 
Restructuring charges (gains, losses, and other) 116  6,574  2,502  2,516  11,708  206 
Transformation costs (general and administrative) 1,875  —  —  —  1,875  — 
Total excluded items 18,573  23,526  21,180  30,393  93,672  32,037 
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LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
FY2024 FY2025
6/30/2023 9/30/2023 12/31/2023 3/31/2024 FY2024 6/30/2024
Expenses, excluding items:
Cost of revenue 41,702  39,366  42,936  43,147  167,151  46,307 
Research and development 29,442  28,440  30,828  35,302  124,012  33,913 
Sales and marketing 41,143  39,349  42,114  54,139  176,745  47,082 
General and administrative 20,939  20,982  21,610  23,146  86,677  21,870 
Gross profit, excluding items: $ 112,367  $ 120,505  $ 130,933  $ 128,705  $ 492,510  $ 129,654 
% Gross margin 72.9  % 75.4  % 75.3  % 74.9  % 74.7  % 73.7  %
(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 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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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
Income (loss) from continuing operations before income taxes $ 7,119  $ 14,639  $ 21,808  $ (9,205) $ 34,361  $ (804)
Income tax expense (benefit) 8,705  10,163  8,429  (3,027) 24,270  6,685 
Net earnings (loss) from continuing operations (1,586) 4,476  13,379  (6,178) 10,091  (7,489)
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)
Earnings (loss) per share:
Basic $ (0.02) $ 0.07  $ 0.21  $ (0.08) $ 0.18  $ (0.11)
Diluted $ (0.02) $ 0.07  $ 0.21  $ (0.08) $ 0.17  $ (0.11)
Excluded items:
Purchased intangible asset amortization (cost of revenue) $ 3,290  $ 1,217  $ 1,181  $ 3,097  $ 8,785  $ 3,846 
Non-cash stock compensation (cost of revenue and operating expenses) 13,292  15,735  17,497  24,780  71,304  27,985 
Restructuring and merger charges (gains, losses, and other) 116  6,574  2,502  2,516  11,708  206 
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 
Income from continuing operations before income taxes and excluding items $ 25,692  $ 38,165  $ 42,988  $ 21,188  $ 128,033  $ 31,233 
Income tax expense 6,167  9,036  10,732  3,947  29,882  7,371 
Non-GAAP net earnings from continuing operations $ 19,525  $ 29,129  $ 32,256  $ 17,241  $ 98,151  $ 23,862 
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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
Non-GAAP earnings per share from continuing operations:
Basic $ 0.29  $ 0.44  $ 0.49  $ 0.26  $ 1.48  $ 0.36 
Diluted $ 0.29  $ 0.43  $ 0.47  $ 0.25  $ 1.45  $ 0.35 
Basic weighted average shares 66,497  66,284  65,961  66,323  66,266  66,621 
Diluted weighted average shares, Non-GAAP 67,388  67,868  67,943  68,471  67,918  68,463 
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.


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LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP OPERATING INCOME (LOSS) GUIDANCE (1)
(Unaudited)
(Dollars in thousands)
 For the quarter ending For the year ending
September 30, 2024 March 31, 2025
Low High
GAAP income (loss) from operations $ (3,000) $ (2,000) $ 2,000 
Excluded items:
Purchased intangible asset amortization $ 4,000  $ 14,000  $ 14,000 
Non-cash stock compensation 29,000  113,000  113,000 
Restructuring costs 1,000  2,000  2,000 
Transformation costs — 
Total excluded items $ 34,000  $ 129,000  $ 129,000 
Non-GAAP income from operations $ 31,000  $ 127,000  $ 131,000 
(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.





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APPENDIX A
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
Q1 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.
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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.
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