FALSE000073326900007332692024-11-062024-11-06

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):   November 6, 2024
LiveRamp Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware001-3866983-1269307
(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 classTrading SymbolName of each exchange on which registered
Common Stock, $.10 Par ValueRAMPNew 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 November 6, 2024, LiveRamp Holdings, Inc. (the “Company”) issued a press release announcing the results of its financial performance for its second quarter ended September 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 NumberDescription
99.1
104Cover 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: November 6, 2024


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




LIVERAMP ANNOUNCES RESULTS FOR SECOND QUARTER FY25

Revenue up 16% year-over-year
Third Consecutive Quarter of Double-Digit Revenue Growth
$1M+ Customer Count a Record High of 125
Share Repurchases totaled $50 million in Q2 and $66 million Fiscal YTD

SAN FRANCISCO, Calif., November 6, 2024—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 Highlights
Unless otherwise indicated, all comparisons are to the prior year period.

•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.”


P 1

GAAP and Non-GAAP Results

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

GAAPNon-GAAP
Q2 FY25Q2 FY24Q2 FY25Q2 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 margin72 %74 %75 %75 %
YoY change, pts(2)pts3pts(0)pts0pts
Operating income (loss)$7 $8 $41 $32 
% Operating margin4 %5 %22 %20 %
YoY change, pts(1)pts25pts2pts8pts
Net earnings (loss)$2 $5 $34 $29 
Diluted earnings (loss) per share$0.03 $0.07 $0.51 $0.43 
Shares to calculate diluted EPS67.3 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 to this press release.



P 2

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.

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 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.



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 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.
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 September 30,
$%
20242023VarianceVariance
Revenues$185,483 $159,871 25,612 16.0 %
Cost of revenue51,234 41,212 10,022 24.3 %
Gross profit134,249 118,659 15,590 13.1 %
% Gross margin72.4 %74.2 %
Operating expenses
Research and development43,889 33,733 10,156 30.1 %
Sales and marketing51,107 44,135 6,972 15.8 %
General and administrative31,369 26,009 5,360 20.6 %
Gains, losses and other items, net397 6,574 (6,177)NA
Total operating expenses126,762 110,451 16,311 14.8 %
Income from operations7,487 8,208 (721)(8.8)%
% Margin4.0 %5.1 %
Total other income, net4,197 6,431 (2,234)(34.7)%
Income from continuing operations before income taxes11,684 14,639 (2,955)(20.2)%
Income tax expense9,952 10,163 (211)(2.1)%
Net earnings from continuing operations1,732 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— 0.01 (0.01)n/a
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— 0.01 (0.01)n/a
Diluted earnings per share$0.03 $0.07 (0.05)(64.1)%
Basic weighted average shares66,294 66,284 
Diluted weighted average shares67,309 67,868 
Totals may not sum due to rounding.
P 7

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,
$%
20242023VarianceVariance
Revenues361,444 313,940 47,504 15.1 %
Cost of revenue102,983 86,833 16,150 18.6 %
Gross profit258,461 227,107 31,354 13.8 %
% Gross margin71.5 %72.3 %
Operating expenses
Research and development88,007 68,252 19,755 28.9 %
Sales and marketing105,282 89,014 16,268 18.3 %
General and administrative62,330 52,673 9,657 18.3 %
Gains, losses and other items, net603 6,690 (6,087)(91.0)%
Total operating expenses256,222 216,629 39,593 18.3 %
Income from operations2,239 10,478 (8,239)(78.6)%
% Margin0.6 %3.3 %
Total other income, net8,641 11,280 (2,639)(23.4)%
Income from continuing operations before income taxes10,880 21,758 (10,878)(50.0)%
Income tax expense16,637 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 operations0.00 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 operations0.00 0.01 (0.01)(100.0)%
Diluted earnings (loss) per share(0.08)0.05 (0.13)(275.0)%
Basic weighted average shares66,458 66,391 
Diluted weighted average shares67,886 67,628 
Totals may not sum due to rounding.
P 8

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,
2024202320242023
Income from continuing operations before income taxes$11,684 $14,639 10,880 21,758 
Income tax expense9,952 10,163 16,637 18,868 
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 7,5944,507
Non-cash stock compensation (cost of revenue and operating expenses)29,068 15,735 57,05329,027
Restructuring and merger charges (gains, losses, and other)397 6,574 6036,690
Transformation costs (general and administrative)— — 01,875
 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 shares66,294 66,284 66,458 66,391 
Diluted weighted average shares, Non-GAAP67,309 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.
P 9

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,
2024202320242023
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 items33,213 23,526 65,250 42,099 
Income from continuing operations before excluded items$40,700 $31,734 $67,489 $52,577 
(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 10

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,
2024202320242023
Net earnings (loss) from continuing operations$1,732 $4,476 $(5,757)$2,890 
Income tax expense9,952 10,163 16,637 18,868 
Total other income, net(4,197)(6,431)(8,641)(11,280)
Income from operations7,487 8,208 2,239 10,478 
Depreciation and amortization4,450 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 adjustments29,465 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 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 11

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
September 30,March 31,$%
20242024VarianceVariance
Assets(unaudited)
Current assets:
Cash and cash equivalents$338,946 $336,867 2,079 0.6 %
Restricted cash2,631 2,604 27 1.0 %
Short-term investments9,494 32,045 (22,551)(70.4)%
Trade accounts receivable, net192,067 190,313 1,754 0.9 %
Refundable income taxes, net4,195 8,521 (4,326)(50.8)%
Other current assets34,787 31,682 3,105 9.8 %
Total current assets582,120 602,032 (19,912)(3.3)%
Property and equipment25,678 25,394 284 1.1 %
Less - accumulated depreciation and amortization18,304 17,213 1,091 6.3 %
Property and equipment, net7,374 8,181 (807)(9.9)%
Intangible assets, net26,989 34,583 (7,594)(22.0)%
Goodwill501,924 501,756 168 — %
Deferred commissions, net43,456 48,143 (4,687)(9.7)%
Other assets, net33,025 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 expenses27,340 61,575 (34,235)(55.6)%
Other accrued expenses44,515 42,857 1,658 3.9 %
Deferred revenue36,156 30,942 5,214 16.9 %
Total current liabilities199,468 216,576 (17,108)(7.9)%
Other liabilities63,363 65,732 (2,369)(3.6)%
Stockholders' equity:
Preferred stock— — — n/a
Common stock15,782 15,594 188 1.2 %
Additional paid-in capital1,994,541 1,933,776 60,765 3.1 %
Retained earnings1,308,415 1,314,172 (5,757)(0.4)%
Accumulated other comprehensive income5,083 3,964 1,119 28.2 %
Treasury stock, at cost(2,391,764)(2,318,371)(73,393)3.2 %
Total stockholders' equity932,057 949,135 (17,078)(1.8)%
$1,194,888 $1,231,443 (36,555)(3.0)%

P 12

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the three months ended September 30,
20242023
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 amortization4,450 1,864 
Loss (gain) on disposal or impairment of assets15 (6)
Lease-related impairment and restructuring charges— 2,315 
Provision for doubtful accounts695 (18)
Impairment of goodwill— 2,875 
Deferred income taxes10 40 
Non-cash stock compensation expense29,068 15,735 
Changes in operating assets and liabilities:
Accounts receivable, net13,955 (1,867)
Deferred commissions1,946 (2,993)
Other assets331 735 
Accounts payable and other liabilities7,052 12,340 
Income taxes(1,222)6,463 
Deferred revenue(2,436)(6,195)
Net cash provided by operating activities55,596 35,764 
Cash flows from investing activities:
Capital expenditures(241)(200)
Purchases of investments— (24,385)
Proceeds from sales of investments22,995 25,750 
Purchases of strategic investments— (500)
Net cash provided by investing activities22,754 665 
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans160 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 cash814 377 
Net change in cash, cash equivalents and restricted cash28,563 21,396 
Cash, cash equivalents and restricted cash at beginning of period313,014 470,773 
Cash, cash equivalents and restricted cash at end of period$341,577 $492,169 
P 13

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the three months ended September 30,
20242023
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 liabilities2,539 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 end238 211 

P 14

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the six months ended September 30,
20242023
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 amortization9,004 5,903 
Gain on disposal or impairment of assets20 302 
Lease-related impairment and restructuring charges(36)2,315 
Provision for doubtful accounts1,245 (237)
Impairment of goodwill— 2,875 
Deferred income taxes38 87 
Non-cash stock compensation expense57,053 29,027 
Changes in operating assets and liabilities:
Accounts receivable, net(2,627)(16,258)
Deferred commissions4,687 (2,907)
Other assets3,998 5,743 
Accounts payable and other liabilities(31,994)(12,885)
Income taxes5,570 43,699 
Deferred revenue5,067 903 
Net cash provided by operating activities46,268 61,457 
Cash flows from investing activities:
Capital expenditures(467)(253)
Purchases of investments(1,967)(24,385)
Proceeds from sales of investments24,995 25,750 
Purchases of strategic investments(400)(1,000)
Net cash provided by investing activities22,161 112 
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans6,327 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 cash743 84 
Net change in cash, cash equivalents and restricted cash2,106 27,721 
Cash, cash equivalents and restricted cash at beginning of period339,471 464,448 
Cash, cash equivalents and restricted cash at end of period$341,577 $492,169 
P 15

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
For the six months ended September 30,
20242023
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 liabilities4,877 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 end238 211 
P 16

LIVERAMP HOLDINGS, INC AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW TO EQUITY (1)
(Unaudited)
(Dollars in thousands)
6/30/20239/30/202312/31/20233/31/2024FY20246/30/20249/30/2024FY2025
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.
P 17

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
Qtr-to-Qtr
FY2024FY2025FY2025 to FY2024
6/30/20239/30/202312/31/20233/31/2024FY20246/30/20249/30/2024FY2025%$
Revenues$154,069 $159,871 $173,869 $171,852 $659,661 $175,961 185,483 361,444 16.0 %25,612 
Cost of revenue45,621 41,212 44,934 47,722 179,489 51,749 51,234 102,983 24.3 %10,022 
Gross profit108,448 118,659 128,935 124,130 480,172 124,212 134,249 258,461 13.1 %15,590 
% Gross margin70.4 %74.2 %74.2 %72.2 %72.8 %70.6 %72.4 %71.5 %
Operating expenses
Research and development34,519 33,733 37,788 45,161 151,201 44,118 43,889 88,007 30.1 %10,156 
Sales and marketing44,879 44,135 46,203 60,476 195,693 54,175 51,107 105,282 15.8 %6,972 
General and administrative26,664 26,009 27,241 30,252 110,166 30,961 31,369 62,330 20.6 %5,360 
Gains, losses and other items, net116 6,574 2,502 2,516 11,708 206 397 603 (94.0)%(6,177)
Total operating expenses106,178 110,451 113,734 138,405 468,768 129,460 126,762 256,222 14.8 %16,311 
Income (loss) from operations2,270 8,208 15,201 (14,275)11,404 (5,248)7,487 2,239 (8.8)%(721)
% Margin5.0 %24.3 %40.2 %(31.6)%1.7 %(3.0)%4.0 %0.6 %
Total other income, net4,849 6,431 6,607 5,070 22,957 4,444 4,197 8,641 (34.7)%(2,234)
Income (loss) from continuing operations before income taxes7,119 14,639 21,808 (9,205)34,361 (804)11,684 10,880 (20.2)%(2,955)
Income tax expense (benefit)8,705 10,163 8,429 (3,027)24,270 6,685 9,952 16,637 (2.1)%(211)
Net earnings (loss) from continuing operations(1,586)4,476 13,379 (6,178)10,091 (7,489)1,732 (5,757)(61.3)%(2,744)
Earnings from discontinued operations, net of tax— 387 598 805 1,790 — — — (100.0)%(387)
Net earnings (loss)$(1,586)$4,863 $13,977 $(5,373)$11,881 $(7,489)$1,732 $(5,757)(64.4)%(3,131)
P 18

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
Qtr-to-Qtr
FY2024FY2025FY2025 to FY2024
6/30/20239/30/202312/31/20233/31/2024FY20246/30/20249/30/2024FY2025%$
Basic earnings (loss) per share:
Continuing operations$(0.02)$0.07 $0.20 $(0.09)$0.15 $(0.11)0.03 (0.09)(61.3)%(0.04)
Discontinued operations0.00 0.01 0.01 0.01 0.03 0.00 0.00 0.00 (100.0)%(0.01)
Basic earnings (loss) per share$(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 $(0.11)0.03 (0.09)(61.0)%(0.04)
Discontinued operations0.00 0.01 0.01 0.01 0.03 0.00 0.00 0.00 (100.0)%(0.01)
Diluted earnings (loss) per share$(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 shares66,497 66,284 65,961 66,323 66,266 66,621 66,294 66,458 
Diluted weighted average shares66,497 67,868 67,943 66,323 67,918 66,621 67,309 66,458 

P 19

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
FY2024FY2025
6/30/20239/30/202312/31/20233/31/2024FY20246/30/20249/30/2024FY2025
Expenses:
Cost of revenue$45,621 $41,212 $44,934 $47,722 $179,489 $51,749 $51,234 $102,983 
Research and development34,519 33,733 37,788 45,161 151,201 44,118 43,889 88,007 
Sales and marketing44,879 44,135 46,203 60,476 195,693 54,175 51,107 105,282 
General and administrative26,664 26,009 27,241 30,252 110,166 30,961 31,369 62,330 
Gains, losses and other items, net116 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 margin70.4 %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 items18,573 23,526 21,180 30,393 93,672 32,037 33,213 65,250 
P 20

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
FY2024FY2025
6/30/20239/30/202312/31/20233/31/2024FY20246/30/20249/30/2024FY2025
Expenses, excluding items:
Cost of revenue41,702 39,366 42,936 43,147 167,151 46,307 45,987 92,294 
Research and development29,442 28,440 30,828 35,302 124,012 33,913 32,969 66,882 
Sales and marketing41,143 39,349 42,114 54,139 176,745 47,082 43,724 90,806 
General and administrative20,939 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 margin72.9 %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.

P 21

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
FY2024FY2025
6/30/20239/30/202312/31/20233/31/2024FY20246/30/20249/30/2024FY2025
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 operations18,573 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 expense6,167 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 
P 22

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
FY2024FY2025
6/30/20239/30/202312/31/20233/31/2024FY20246/30/20249/30/2024FY2025
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 shares66,497 66,284 65,961 66,323 66,266 66,621 66,294 66,458 
Diluted weighted average shares, Non-GAAP67,388 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.


P 23

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP OPERATING INCOME GUIDANCE (1)
(Unaudited)
(Dollars in thousands)
 For the quarter endingFor the year ending
December 31, 2024March 31, 2025
LowHigh
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 compensation27,000 111,000 111,000 
Restructuring costs— 1,000 1,000 
Transformation costs— 
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.





P 24

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.
P 25

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.
P 26
v3.24.3
Cover
Nov. 06, 2024
Cover [Abstract]  
Document Type 8-K
Entity Tax Identification Number 83-1269307
Entity Registrant Name LiveRamp Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38669
Entity Address, Postal Zip Code 94104
Entity Address, State or Province CA
Entity Address, Address Line One 225 Bush Street, Seventeenth Floor
Entity Address, City or Town San Francisco
Local Phone Number 987-6764
City Area Code 888
Entity Emerging Growth Company false
Soliciting Material false
Written Communications false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Document Period End Date Nov. 06, 2024
Title of 12(b) Security Common Stock, $.10 Par Value
Trading Symbol RAMP
Security Exchange Name NYSE
Amendment Flag false
Entity Central Index Key 0000733269
LiveRamp (NYSE:RAMP)
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