LiveRamp Holdings, Inc. [RAMP] Filings

10-Q 1 ramp-20240930.htm 10-Q ramp-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ----- to -----

Commission file number: 001-38669


LiveRamp Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		83-1269307 (I.R.S. Employer Identification No.)
225 Bush Street, Seventeenth Floor San Francisco, CA (Address of Principal Executive Offices)		94104 (Zip Code)
(888) 987-6764 (Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
	Yes [X]	No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
	Yes [X]	No [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X]			Accelerated filer [ ]
Non-accelerated filer [ ]			Smaller reporting company ☐
			Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
	Yes [ ]	No ☒

The number of shares of common stock, $ 0.10 par value per share, outstanding as of November 1, 2024 was 65,264,310.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

REPORT ON FORM 10-Q

September 30, 2024



		Page No.
	Forward-looking Statements	3
Part I. Financial Information
Item 1.	Financial Statements	6
	Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and March 31, 2024	6
	Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2024 and 2023 (Unaudited)	7
	Condensed Consolidated Statements of Comprehensive Income (Loss ) for the three and six months ended September 30, 2024 and 2023 (Unaudited)	8
	Condensed Consolidated Statements of Equity for the three and six months ended September 30, 2024 (Unaudited)	9
	Condensed Consolidated Statements of Equity for the three and six months ended September 30, 2023 (Unaudited)	10
	Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2024 and 2023 (Unaudited)	11
	Notes to Condensed Consolidated Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44

Part II. Other Information
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48

Signature		49

Forward-looking Statements

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

Forward-looking statements may include but are not limited to the following:

•management’s expectations about the macro economy and trends within the consumer or business information industries, including the use of data and consumer expectations related thereto;

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

•our expectations regarding laws, regulations and industry practices governing the collection and use of

personal data;

•our expectations regarding the potential impact of public health crises, similar to the COVID-19 pandemic, on our business, operations, and the markets in which we and our partners and customers operate;

•our expectations regarding the impact of tax-related legislation on our tax position;

•our estimates, assumptions, projections and/or expectations regarding the Company's annualized future cost savings and expenses associated with our global workforce strategy and real estate footprint reduction;

•statements regarding our liquidity needs or containing a projection of revenues, operating income (loss), income (loss), earnings (loss) per share, capital expenditures, research and development spending, dividends, capital structure, or other financial items;

•statements of the plans and objectives of management for future operations;

•statements of future performance, including, but not limited to, those statements contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q;

•statements regarding future stock-based compensation expense;

•statements containing any assumptions underlying or relating to any of the above statements; and

•statements containing a projection or estimate.

Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in such forward-looking statements are the following:

•the risk factors described in Part I, “Item 1A. Risk Factors” included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024 filed with the Securities and Exchange Commission ("SEC") on May 22, 2024 and in Part I,“Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II,“Item 1A.Risk Factors” of this Quarterly Report on Form 10-Q and those described from time to time in our future reports filed with the SEC;

•the possibility that, in the event a change of control of the Company is sought, certain customers may attempt to invoke provisions in their contracts allowing for termination upon a change in control, which may result in a decline in revenue and profit;

•the possibility that we will fail to fully realize the potential benefits of acquired businesses (including Habu) or the integration of such acquired businesses may not be as successful as planned;

•the possibility that the fair value of certain of our assets may not be equal to the carrying value of those assets now or in future time periods;

•the possibility that sales cycles may lengthen;

•the possibility that we will not be able to properly motivate our sales force or other employees;

•the possibility that we may not be able to attract and retain qualified technical and leadership employees, or that we may lose key employees to other organizations;

•the possibility that our global workforce strategy could encounter difficulty and not be as beneficial as planned;

•the possibility that we may not be able to sublease our exited office spaces on favorable terms and rates;

•the possibility that competent, competitive products, technologies or services will be introduced into the marketplace by other companies;

•the possibility that we will fail to keep up with rapidly changing technology practices in our products and services or that expected benefits from utilization of technological innovations may not be realized as soon as expected or at all;

•the possibility that there will be changes in consumer or business information industries and markets that negatively impact the Company;

•the possibility that we will not be able to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms;

•the possibility that there will be continued changes in the judicial, legislative, regulatory, accounting, cultural and consumer environments affecting our business, including but not limited to litigation, investigations, legislation, regulations and customs at the state, federal and international levels impairing our and our customers' ability to collect, process, manage, aggregate, store and/or use data of the type necessary for our business;

•the possibility that data suppliers might withdraw data from us, leading to our inability to provide certain products and services, in particular that there might be restrictive legislation in the U.S. and other countries that restricts the availability of data;

•the possibility that data purchasers will reduce their reliance on us by developing and using their own, or alternative, sources of data generally or with respect to certain data elements or categories;

•the possibility that we may enter into short-term contracts that would affect the predictability of our revenues;

•the possibility that the amount of volume-based and other transactional-based work will not be as expected;

•the possibility that we may experience a loss of data center capacity or capability or interruption of telecommunication links or power sources;

•the possibility that we may experience failures or breaches of our network and data security systems, leading to potential adverse publicity, negative customer reaction, or liability to third parties;

•the possibility that our customers may cancel or modify their agreements with us, or may not make timely or complete payments;

•the possibility that we will not successfully meet customer contract requirements or the service levels specified in the contracts, which may result in contract penalties or lost revenue;

•the possibility that we experience processing errors that result in credits to customers, re-performance of services or payment of damages to customers;

•the possibility that our performance may decline and we lose advertisers and revenue as the use of "third-party cookies" or other tracking technology continues to be pressured by Internet users, restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users' devices, or our customers' ability to use data on our platform is otherwise restricted;

•general and global negative conditions, risk of recession, high interest rates, the military conflicts in Europe and the Middle East, capital markets volatility, bank failures, government shutdowns, cost increases and general inflationary pressure and other related causes; and

•our tax rate and other effects of the changes to U.S. federal tax law.

With respect to the provision of products or services outside our primary base of operations in the United States, all of the above factors apply, along with the difficulty of doing business in numerous sovereign jurisdictions due to differences in scale, competition, culture, laws and regulations.

Other factors are detailed from time to time in periodic reports and registration statements filed with the SEC. The Company believes that it has the product and technology offerings, facilities, employees and competitive and financial resources for continued business success, but future revenues, costs, margins and profits are all influenced by a number of factors, including those discussed above, all of which are inherently difficult to forecast.

In light of these risks, uncertainties and assumptions, the Company cautions readers not to place undue reliance on any forward-looking statements. Forward-looking statements and such risks, uncertainties and assumptions speak only as of the date of this Quarterly Report on Form 10-Q, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein, to reflect any change in our expectations with regard thereto, or any other change based on the occurrence of future events, the receipt of new information or otherwise, except to the extent otherwise required by law.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)


	September 30,		March 31,
	2024		2024
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	338,946	$	336,867
Restricted cash	2,631		2,604
Short-term investments	9,494		32,045
Trade accounts receivable, net	192,067		190,313
Refundable income taxes, net	4,195		8,521
Other current assets	34,787		31,682
Total current assets	582,120		602,032

Property and equipment, net of accumulated depreciation and amortization	7,374		8,181
Intangible assets, net	26,989		34,583
Goodwill	501,924		501,756
Deferred commissions, net	43,456		48,143
Other assets, net	33,025		36,748
	$	1,194,888	$	1,231,443
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable	$	91,457	$	81,202
Accrued payroll and related expenses	27,340		61,575
Other accrued expenses	44,515		42,857

Deferred revenue	36,156		30,942

Total current liabilities	199,468		216,576

Other liabilities	63,363		65,732
Commitments and contingencies (Note 14)

Stockholders' equity:
Preferred stock	—		—
Common stock	15,782		15,594
Additional paid-in capital	1,994,541		1,933,776
Retained earnings	1,308,415		1,314,172
Accumulated other comprehensive income	5,083		3,964
Treasury stock, at cost	(2,391,764)		(2,318,371)
Total stockholders' equity	932,057		949,135
	$	1,194,888	$	1,231,443

See accompanying notes to condensed consolidated financial statements.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except per share amounts)


	For the three months ended				For the six months ended
	September 30,				September 30,

	2024		2023		2024		2023
Revenues	$	185,483	$	159,871	$	361,444	$	313,940
Cost of revenue	51,234		41,212		102,983		86,833
Gross profit	134,249		118,659		258,461		227,107
Operating expenses
Research and development	43,889		33,733		88,007		68,252
Sales and marketing	51,107		44,135		105,282		89,014
General and administrative	31,369		26,009		62,330		52,673
Gains, losses and other items, net	397		6,574		603		6,690
Total operating expenses	126,762		110,451		256,222		216,629
Income from operations	7,487		8,208		2,239		10,478
Total other income, net	4,197		6,431		8,641		11,280
Income from continuing operations before income taxes	11,684		14,639		10,880		21,758
Income tax expense	9,952		10,163		16,637		18,868
Net earnings (loss) from continuing operations	1,732		4,476		(5,757)		2,890
Earnings from discontinued operations, net of tax	—		387		—		387
Net earnings (loss)	$	1,732	$	4,863	$	(5,757)	$	3,277

Basic earnings (loss) per share:
Continuing operations	$	0.03	$	0.07	$	(0.09)	$	0.04
Discontinued operations	$	0.00	$	0.01	$	0.00	$	0.01
Basic earnings (loss) per share	$	0.03	$	0.07	$	(0.09)	$	0.05

Diluted earnings (loss) per share:
Continuing operations	$	0.03	$	0.07	$	(0.09)	$	0.04
Discontinued operations	$	0.00	$	0.01	$	0.00	$	0.01
Diluted earnings (loss) per share	$	0.03	$	0.07	$	(0.09)	$	0.05

See accompanying notes to condensed consolidated financial statements.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(Dollars in thousands)


	For the three months ended				For the six months ended
	September 30,				September 30,

	2024		2023		2024		2023
Net earnings (loss)	$	1,732	$	4,863	$	(5,757)	$	3,277
Other comprehensive income (loss):
Change in foreign currency translation adjustment	1,191		(998)		1,119		(937)
Comprehensive income (loss)	$	2,923	$	3,865	$	(4,638)	$	2,340

See accompanying notes to condensed consolidated financial statements.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024

(Unaudited)

(Dollars in thousands)


								Accumulated
	Common Stock			Additional				other		Treasury Stock
	Number			paid-in		Retained		comprehensive		Number			Total
For the three months ended September 30, 2024	of shares	Amount		Capital		earnings		income		of shares	Amount		Equity
Balances at June 30, 2024	157,256,866	$	15,726	$	1,966,578	$	1,306,683	$	3,892	(90,377,447)	$	(2,341,003)	$	951,876
Employee stock awards, benefit plans and other issuances	16,742	1		159		—		—		(34,618)	(893)		(733)
Non-cash stock-based compensation	12,271	1		27,858		—		—		—	—		27,859
Restricted stock units vested	536,251	54		(54)		—		—		—	—		—



Acquisition of treasury stock	—	—		—		—		—		(1,945,953)	(49,868)		(49,868)
Comprehensive income:
Foreign currency translation	—	—		—		—		1,191		—	—		1,191
Net earnings	—	—		—		1,732		—		—	—		1,732
Balances at September 30, 2024	157,822,130	$	15,782	$	1,994,541	$	1,308,415	$	5,083	(92,358,018)	$	(2,391,764)	$	932,057


For the six months ended September 30, 2024
Balances at March 31, 2024	155,943,262	$	15,594	$	1,933,776	$	1,314,172	$	3,964	(89,668,961)	$	(2,318,371)	$	949,135
Employee stock awards, benefit plans and other issuances	289,344	29		6,298		—		—		(244,530)	(7,740)		(1,413)
Non-cash stock-based compensation	20,555	2		54,624		—		—		—	—		54,626
Restricted stock units vested	1,568,969	157		(157)		—		—		—	—		—



Acquisition of treasury stock	—	—		—		—		—		(2,444,527)	(65,653)		(65,653)
Comprehensive income (loss):
Foreign currency translation	—	—		—		—		1,119		—	—		1,119
Net loss	—	—		—		(5,757)		—		—	—		(5,757)
Balances at September 30, 2024	157,822,130	$	15,782	$	1,994,541	$	1,308,415	$	5,083	(92,358,018)	$	(2,391,764)	$	932,057

See accompanying notes to condensed consolidated financial statements.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2023

(Unaudited)

(Dollars in thousands)


								Accumulated
	Common Stock			Additional				other		Treasury Stock
	Number			paid-in		Retained		comprehensive		Number			Total
For the three months ended September 30, 2023	of shares	Amount		Capital		earnings		loss		of shares	Amount		Equity
Balances at June 30, 2023	154,551,628	$	15,455	$	1,873,935	$	1,300,705	$	4,565	(88,367,267)	$	(2,276,129)	$	918,531
Employee stock awards, benefit plans and other issuances	4,060	—		2		—		—		(23,227)	(677)		(675)
Non-cash stock-based compensation	10,205	1		14,085		—		—		—	—		14,086
Restricted stock units vested	121,451	12		(12)		—		—		—	—		—

Liability-classified restricted stock units vested	44,796	5		1,168		—		—		—	—		1,173

Acquisition of treasury stock	—	—		—		—		—		(490,493)	(15,122)		(15,122)
Comprehensive income (loss):
Foreign currency translation	—	—		—		—		(998)		—	—		(998)
Net earnings	—	—		—		4,863		—		—	—		4,863
Balances at September 30, 2023	154,732,140	$	15,473	$	1,889,178	$	1,305,568	$	3,567	(88,880,987)	$	(2,291,928)	$	921,858


For the six months ended September 30, 2023
Balances at March 31, 2023	153,987,784	$	15,399	$	1,855,916	$	1,302,291	$	4,504	(87,372,837)	$	(2,252,034)	$	926,076
Employee stock awards, benefit plans and other issuances	282,924	28		5,547		—		—		(183,057)	(4,569)		1,006
Non-cash stock-based compensation	22,525	2		26,586		—		—		—	—		26,588
Restricted stock units vested	394,111	39		(39)		—		—		—	—		—

Liability-classified restricted stock units vested	44,796	5		1,168		—		—		—	—		1,173

Acquisition of treasury stock	—	—		—		—		—		(1,325,093)	(35,325)		(35,325)
Comprehensive income (loss):
Foreign currency translation	—	—		—		—		(937)		—	—		(937)
Net earnings	—	—		—		3,277		—		—	—		3,277
Balances at September 30, 2023	154,732,140	$	15,473	$	1,889,178	$	1,305,568	$	3,567	(88,880,987)	$	(2,291,928)	$	921,858

See accompanying notes to condensed consolidated financial statements.


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
	For the six months ended September 30,
	2024		2023
Cash flows from operating activities:
Net earnings (loss)	$	(5,757)	$	3,277
Earnings from discontinued operations, net of tax	—		(387)
Non-cash operating activities:
Depreciation and amortization	9,004		5,903
Gain on disposal or impairment of assets	20		302
Lease-related impairment and restructuring charges	(36)		2,315


Provision for doubtful accounts	1,245		(237)
Impairment of goodwill	—		2,875
Deferred income taxes	38		87
Non-cash stock compensation expense	57,053		29,027
Changes in operating assets and liabilities:
Accounts receivable, net	(2,627)		(16,258)
Deferred commissions	4,687		(2,907)
Other assets	3,998		5,743
Accounts payable and other liabilities	(31,994)		(12,885)
Income taxes	5,570		43,699
Deferred revenue	5,067		903
Net cash provided by operating activities	46,268		61,457

Cash flows from investing activities:

Capital expenditures	(467)		(253)



Purchases of investments	(1,967)		(24,385)
Proceeds from sales of investments	24,995		25,750
Purchases of strategic investments	(400)		(1,000)

Net cash provided by investing activities	22,161		112

Cash flows from financing activities:


Proceeds related to the issuance of common stock under stock and employee benefit plans	6,327		5,575
Shares repurchased for tax withholdings upon vesting of stock-based awards	(7,740)		(4,569)

Acquisition of treasury stock	(65,653)		(35,325)
Net cash used in financing activities	(67,066)		(34,319)
Net cash provided by continuing operations	1,363		27,250

Cash flows from discontinued operations:
From operating activities	—		387


Net cash provided by discontinued operations	—		387
Effect of exchange rate changes on cash	743		84


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
	For the six months ended September 30,
Net change in cash, cash equivalents and restricted cash	2,106		27,721
Cash, cash equivalents and restricted cash at beginning of period	339,471		464,448
Cash, cash equivalents and restricted cash at end of period	$	341,577	$	492,169

Supplemental cash flow information:
Cash paid (received) for income taxes, net from continuing operations	$	11,000	$	(25,139)
Cash received for income taxes, net from discontinued operations	—		(595)
Cash received for tenant improvement allowances	(1,758)		—
Cash paid for operating lease liabilities	4,877		5,148
Operating lease assets obtained in exchange for operating lease liabilities	1,043		11,677
Operating lease assets, and related lease liabilities, relinquished in lease terminations	(555)		(4,486)
Purchases of property, plant and equipment remaining unpaid at period end	238		211

See accompanying notes to condensed consolidated financial statements.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

These condensed consolidated financial statements have been prepared by LiveRamp Holdings, Inc. ("LiveRamp", "we", "us" or the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company's management, all adjustments necessary for a fair presentation of the results for the periods included have been made, and the disclosures are adequate to make the information presented not misleading. All such adjustments are of a normal recurring nature. Certain note information has been omitted because it has not changed significantly from that reflected in Notes 1 through 18 of the Notes to Consolidated Financial Statements filed as part of Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (“2024 Annual Report”), as filed with the SEC on May 22, 2024. This Quarterly Report on Form 10-Q and the accompanying condensed consolidated financial statements should be read in connection with the 2024 Annual Report. The financial information contained in this Quarterly Report on Form 10-Q is not necessarily indicative of the results to be expected for any other period or for the full fiscal year ending March 31, 2025.

Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). Actual results could differ from those estimates. Certain of the accounting policies used in the preparation of these condensed consolidated financial statements are complex and require management to make judgments and/or significant estimates regarding amounts reported or disclosed in these financial statements. Additionally, the application of certain of these accounting policies is governed by complex accounting principles and their interpretation. A discussion of the Company’s significant accounting principles and their application is included in Note 1 of the Notes to Consolidated Financial Statements and in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the 2024 Annual Report.


Accounting Pronouncements Adopted During the Current Year

Standard	Description	Date of Adoption	Effect on Financial Statements or Other Significant Matters
There were no material accounting pronouncements applicable to the Company


Recent Accounting Pronouncements Not Yet Adopted

Standard	Description	Date of Adoption	Effect on Financial Statements or Other Significant Matters
Accounting Standard Update (“ASU”) 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures	ASU 2023-07 expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.	The updated standard is effective for our annual periods beginning in fiscal 2025 and interim periods beginning in the first quarter of fiscal 2026. Early adoption is permitted.	We are currently evaluating the impact that the updated standard will have on our consolidated financial statement disclosures.
ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures	ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income tax paid.	The updated standard is effective for us beginning in fiscal 2026. Early adoption is permitted.	We are currently evaluating the impact that the updated standard will have on our consolidated financial statement disclosures.

2. EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS’ EQUITY:

Earnings (Loss) Per Share

A reconciliation of the numerator and denominator of basic and diluted earnings (loss) per share is shown below (in thousands, except per share amounts):


	For the three months ended				For the six months ended
	September 30,				September 30,
	2024		2023		2024		2023
Basic earnings (loss) per share:
Net earnings (loss) from continuing operations	$	1,732	$	4,476	$	(5,757)	$	2,890
Earnings from discontinued operations, net of tax	—		387		—		387
Net earnings (loss)	$	1,732	$	4,863	$	(5,757)	$	3,277

Basic weighted-average shares outstanding	66,294		66,284		66,458		66,391

Continuing operations	$	0.03	$	0.07	$	(0.09)	$	0.04
Discontinued operations	—		0.01		—		0.01
Basic earnings (loss) per share	$	0.03	$	0.07	$	(0.09)	$	0.05

Diluted earnings (loss) per share:
Basic weighted-average shares outstanding	66,294		66,284		66,458		66,391
Dilutive effect of common stock options and restricted stock units as computed under the treasury stock method (1)	1,015		1,584		—		1,238
Diluted weighted-average shares outstanding	67,309		67,868		66,458		67,628

Continuing operations	$	0.03	$	0.07	$	(0.09)	$	0.04
Discontinued operations	—		0.01		—		0.01
Diluted earnings (loss) per share	$	0.03	$	0.07	$	(0.09)	$	0.05

Earnings (loss) per share totals may not sum due to rounding.

(1) The number of common stock options and restricted stock units as computed under the treasury stock method that would have otherwise been dilutive but are excluded from the table above because their effect would have been anti-dilutive due to the net loss position of the Company was 1.4 million for the six months ended September 30, 2024.

Restricted stock units that were outstanding during the periods presented but were not included in the computation of diluted loss per share because their effect would have been anti-dilutive (other than due to the net loss position of the Company) are shown below (shares in thousands):


	For the three months ended		For the six months ended
	September 30,		September 30,
	2024	2023	2024	2023
Number of shares underlying restricted stock units	2,473	1,167	2,166	1,208

Stockholders’ Equity

On August 14, 2024, the Company's board of directors approved an amendment to the existing common stock repurchase program, which was initially adopted in 2011. The amendment authorized an additional $200.0 million in share repurchases, increasing the total amount authorized for repurchase under the common stock repurchase program to $1.3 billion. In addition, it extended the common stock repurchase program duration through December 31, 2026.

During the six months ended September 30, 2024, the Company repurchased 2.4 million shares of its common stock for $65.7 million under the modified common stock repurchase program. Through September 30, 2024, the Company had repurchased a total of 40.2 million shares of its common stock for $1.0 billion under the program, leaving remaining capacity of $291.7 million.

Accumulated other comprehensive income balances of $5.1 million and $4.0 million at September 30, 2024 and March 31, 2024, respectively, reflect accumulated foreign currency translation adjustments.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS:

Disaggregation of Revenue

In the following table, revenue is disaggregated by primary geographical market and major service offerings (dollars in thousands):


	For the six months ended September 30,
Primary Geographical Markets	2024		2023
United States	$	341,487	$	293,569
Europe	16,803		16,643
Asia-Pacific ("APAC")	2,531		3,144
Other	623		584
	$	361,444	$	313,940

Major Offerings/Services
Subscription	$	278,082	$	247,587
Marketplace and Other	83,362		66,353
	$	361,444	$	313,940

Transaction Price Allocated to the Remaining Performance Obligations

We have performance obligations associated with fixed commitments in customer contracts for future services that have not yet been recognized in our condensed consolidated financial statements. The amount of fixed revenue not yet recognized was $503.8 million as of September 30, 2024, of which $374.1 million will be recognized over the next twelve months. The Company expects to recognize revenue on substantially all of these remaining performance obligations by March 31, 2028.

4. LEASES:

Right-of-use assets and lease liabilities balances consist of the following (dollars in thousands):



	September 30, 2024			March 31, 2024
Right-of-use assets included in other assets, net	$	21,192		$	24,471
Short-term lease liabilities included in other accrued expenses	$	10,099		$	10,125
Long-term lease liabilities included in other liabilities	$	28,894		$	32,097

Supplemental balance sheet information:
Weighted average remaining lease term	4.9 years			5.3 years
Weighted average discount rate	5.3		%	5.3		%

The Company leases its office facilities under non-cancellable operating leases that expire at various dates through fiscal 2031. Certain leases contain provisions for property-related costs that are variable in nature for which the Company is responsible, including common area maintenance and other property operating services. These costs are calculated based on a variety of factors including property values, tax and utility rates, property service fees, and other factors.

The components of lease cost, net for the six months ended September 30, 2024 and 2023, respectively, were as follows (dollars in thousands):


	For the six months ended September 30,
	2024		2023
Operating lease costs	$	4,074	$	4,708
Operating sublease income	482		—
Total leases costs, net	$	3,592	$	4,708

The following table presents future minimum payments under all operating leases and subleases (including operating leases with a duration of one year or less and excluding ASC 840 leases related to restructuring plans) as of September 30, 2024. The amount for fiscal 2025 represents the remaining six months ending March 31, 2025. All other periods represent fiscal years ending March 31 (dollars in thousands):


	Operating lease payments		Payments expected under noncancellable subleases		Net operating lease payments
Fiscal 2025	$	5,438	$	(454)	4,984
Fiscal 2026	9,255		(1,059)		8,196
Fiscal 2027	8,338		(1,091)		7,247
Fiscal 2028	8,472		(1,124)		7,348
Fiscal 2029	8,529		(1,157)		7,372
Thereafter	4,301		(99)		4,202
Total undiscounted lease payments	44,333		(4,984)		39,349
Less: Interest and short-term leases	5,340		(900)		4,440
Total discounted operating lease liabilities	$	38,993	$	(4,084)	$	34,909

Future minimum payments as of September 30, 2024 related to ASC 840 lease liabilities under restructuring plans as a result of the Company's exit from certain leased office facilities (see Note 13) are as follows (dollars in thousands): Fiscal 2025: $1,349; and Fiscal 2026: $1,799.

5. STOCK-BASED COMPENSATION:

Stock-based Compensation Plans

The Company has stock option and equity compensation plans for which a total of 51.5 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. At September 30, 2024, there were a total of 6.7 million shares available for future grants under the plans.

During the quarter ended June 30, 2024, the board of directors voted to amend the Amended and Restated 2005 Equity Compensation Plan (the "2005 Plan") to increase the number of shares available under the 2005 Plan by 2.5 million shares. The amendment received shareholder approval at the August 2024 annual shareholders' meeting. This increased the 2005 Plan shares from 46.4 million shares at March 31, 2024 to 48.9 million shares beginning in the quarter ended September 30, 2024 and increased the total number of shares reserved for issuance since inception of all plans from 49.0 million shares at March 31, 2024 to 51.5 million shares beginning in the quarter ended September 30, 2024.

Stock-based Compensation Expense

The Company's stock-based compensation activity for the six months ended September 30, 2024 and 2023, by award type, was (dollars in thousands):


	For the six months ended
	September 30,
	2024		2023
Stock options	$	1,639	$	304

Restricted stock units, time-vesting	43,929		22,175
Restricted stock units, performance based	7,121		2,707

Habu restricted stock awards	429		—



Acuity performance plan	—		165
DataFleets acquisition consideration holdback	—		2,267
Habu acquisition consideration holdback	2,439		—
Employee stock purchase plan	871		784
Directors stock-based compensation	625		625
Total non-cash stock-based compensation included in the condensed consolidated statements of operations	57,053		29,027
Less expense related to liability-based equity awards	(2,427)		(2,439)

Total non-cash stock-based compensation included in the condensed consolidated statements of equity	$	54,626	$	26,588

The effect of stock-based compensation expense on income, by financial statement line item, was (dollars in thousands):


	For the six months ended
	September 30,
	2024		2023
Cost of revenue	$	3,095	$	1,258
Research and development	21,125		10,370
Sales and marketing	14,476		8,522
General and administrative	18,357		8,877
Total non-cash stock-based compensation included in the condensed consolidated statements of operations	$	57,053	$	29,027

The following table provides the expected future expense for all of the Company's outstanding equity awards at September 30, 2024, by award type. The amount for fiscal 2025 represents the remaining six months ending March 31, 2025. All other periods represent fiscal years ending March 31 (dollars in thousands):


	For the years ending March 31,
	2025		2026		2027		2028		Total
Stock options	$	1,607	$	2,331	$	1,159	$	95	$	5,192
Restricted stock units	48,296		57,482		32,483		2,885		141,146
Habu restricted stock awards	423		272		6		—		701
Habu acquisition consideration holdback	2,440		4,879		4,067		—		11,386
Employee stock purchase plan	277		—		—		—		277
Expected future expense	$	53,043	$	64,964	$	37,715	$	2,980	$	158,702

Stock Options Activity

Stock option activity for the six months ended September 30, 2024 was:


				Weighted-average
		Weighted-average		remaining	Aggregate
	Number of	exercise price		contractual term	Intrinsic value
	shares	per share		(in years)	(in thousands)
Outstanding at March 31, 2024	622,122	$	14.39

Exercised	(189,313)	$	18.82		$	2,455
Forfeited or canceled	(8,899)	$	9.65
Outstanding at September 30, 2024	423,910	$	12.51	4.6	$	5,202
Exercisable at September 30, 2024	253,335	$	14.82	2.2	$	2,524

The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price for each in-the-money option) that would have been received by the option holders had they exercised their options on September 30, 2024. This amount changes based upon changes in the fair market value of the Company's common stock.

A summary of stock options outstanding and exercisable as of September 30, 2024 was:


					Options outstanding				Options exercisable
Range of						Weighted-average	Weighted-average			Weighted-average
exercise price					Options	remaining	exercise price		Options	exercise price
per share					outstanding	contractual life	per share		exercisable	per share
$	—	—	$	9.99	232,108	7.8 years	$	8.24	61,533	$	5.91
$	10.00	—	$	19.99	182,603	0.6 years	$	17.49	182,603	$	17.49
$	20.00	—	$	24.99	9,199	1.7 years	$	21.32	9,199	$	21.32

					423,910	4.6 years	$	12.51	253,335	$	14.82

Habu Restricted Stock Awards

During fiscal 2024, in connection with the acquisition of Habu, the Company replaced the unvested outstanding restricted stock shares held by Habu employees immediately prior to the acquisition with restricted shares of LiveRamp common stock having substantially the same terms and conditions as were applicable under the original restricted stock agreement. The conversion calculation resulted in the issuance of 36,118 replacement restricted stock shares having an acquisition-date fair value of $1.4 million. Of the $1.4 million acquisition-date fair value, $0.1 million was attributed to pre-combination service and treated as a component of purchase consideration transferred. The remaining $1.3 million of acquisition-date fair value is considered future compensation cost and is being recognized as stock-based compensation cost over the remaining service period of the replacement restricted stock shares.

Habu restricted stock share activity for the six months ended September 30, 2024 was:


		Weighted average
		fair value per		Weighted average
	Number	share at grant		remaining contractual
	of shares	date		term (in years)
Unvested restricted stock awards at March 31, 2024	36,118	$	39.48	1.3

Vested	(16,305)	$	39.48
Unvested restricted stock awards at September 30, 2024	19,813	$	39.48	0.9

The total fair value of restricted stock awards vested during the six months ended September 30, 2024 was $0.5 million and is measured as the quoted market price of the Company's common stock on the vesting date for the number of shares vested.

Restricted Stock Unit Activity

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

During the six months ended September 30, 2024, the Company granted time-vesting RSUs covering 1,801,372 shares of common stock and having a fair value at the date of grant of $57.8 million. The RSUs granted in the current year will vest over three years. Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. RSU activity for the six months ended September 30, 2024 was:


		Weighted-average
		fair value per		Weighted-average
	Number	share at grant		remaining contractual
	of shares	date		term (in years)
Outstanding at March 31, 2024	4,401,513	$	31.10	1.64
Granted	1,801,372	$	32.10
Vested	(1,539,030)	$	29.49

Forfeited or canceled	(321,646)	$	31.89
Outstanding at September 30, 2024	4,342,209	$	32.03	1.86

The total fair value of RSUs vested during the six months ended September 30, 2024 was $46.2 million and is measured as the quoted market price of the Company's common stock on the vesting date times the number of shares vested.

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

Fiscal 2025 plan:

During the six months ended September 30, 2024, the Company granted PSUs covering 429,857 shares of common stock having a fair value at the date of grant of $15.5 million. The grants were made under two separate performance plans.

Under the total shareholder return ("TSR") performance plan, units covering 128,953 shares of common stock were granted having a fair value at the date of grant of $5.6 million, determined using a Monte Carlo simulation model. The units vest subject to attainment of market conditions established by the talent and compensation committee of the board of directors (“compensation committee”) and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2024 to March 31, 2027.

Under the operating metrics performance plan, units covering 300,904 shares of common stock were granted having a fair value at the date of grant of $9.9 million, which was equal to the quoted market price for the shares on the date of grant. The units vest subject to attainment of performance criteria established by the compensation committee and continuous employment through the vesting date. The units may vest in a number of shares from 0% to 200% of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2025, 2026, and 2027.

Fiscal 2024 plan:

Units under the Company's fiscal 2024 TSR performance plan, net of forfeitures, covering 199,946 shares of common stock will reach maturity of their relevant performance period at March 31, 2026. The units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2023 to March 31, 2026.

Units under the Company's fiscal 2024 operating metrics performance plan, net of forfeitures, covering 466,550 shares of common stock will reach maturity of their relevant performance period at March 31, 2026. The units may vest in a number of shares from 0% to 200% of the award, at the end of the performance period, based on the average attainment of annual revenue growth and EBITDA margin targets for fiscal years 2024, 2025, and 2026.

Fiscal 2023 plan:

Units under the Company's fiscal 2023 TSR performance plan, net of forfeitures, covering 101,931 shares of common stock will reach maturity of their relevant performance period at March 31, 2025. The units may vest in a number of shares from 0% to 200% of the award, based on the TSR of LiveRamp common stock compared to the TSR of the Russell 2000 market index for the period from April 1, 2022 to March 31, 2025.

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

PSU activity for the six months ended September 30, 2024 was:


		Weighted-average
		fair value per		Weighted-average
	Number	share at grant		remaining contractual
	of shares	date		term (in years)
Outstanding at March 31, 2024	1,095,748	$	31.15	1.61
Granted	429,857	$	36.14

Vested	(29,939)	$	55.65

Forfeited or canceled	(59,545)	$	51.21
Outstanding at September 30, 2024	1,436,121	$	31.30	1.62

The total fair value of PSUs vested in the six months ended September 30, 2024 was $1.0 million and is measured as the quoted market price of the Company’s common stock on the vesting date times the number of shares vested.

Other Stock Compensation Activity

Acquisition-related Consideration Holdback

Through September 30, 2024, the Company has recognized a total of $3.3 million as stock-based compensation expense related to the Habu consideration holdback. At September 30, 2024, the recognized, but unpaid, balance related to the Habu consideration holdback in other accrued expenses in the condensed consolidated balance sheet was $3.3 million. The first annual settlement of $4.9 million is expected to occur in the fourth quarter of fiscal 2025.

Qualified Employee Stock Purchase Plan ("ESPP")

During the six months ended September 30, 2024, 104,574 shares of common stock were purchased under the ESPP at a weighted-average price of $26.60 per share, resulting in cash proceeds of $2.8 million over the relevant offering periods.

Stock-based compensation expense associated with the ESPP was $0.9 million for the six months ended September 30, 2024. At September 30, 2024, there was approximately $0.3 million of total unrecognized stock-based compensation expense related to the ESPP, which is expected to be recognized on a straight-line basis over the remaining term of the current offering period.

6. OTHER CURRENT AND NONCURRENT ASSETS:

Other current assets consist of the following (dollars in thousands):


	September 30, 2024		March 31, 2024
Prepaid expenses and other	$	18,289	$	17,398


Assets of non-qualified retirement plan	16,498		14,284
Other current assets	$	34,787	$	31,682

Other noncurrent assets consist of the following (dollars in thousands):


	September 30, 2024		March 31, 2024
Long-term prepaid revenue share	$	3,554	$	4,714
Right-of-use assets (see Note 4)	21,192		24,471
Deferred tax asset	1,704		1,636
Deposits	3,046		3,125
Strategic investments	3,100		2,700
Other miscellaneous noncurrent assets	429		102
Other assets, net	$	33,025	$	36,748

7. PROPERTY AND EQUIPMENT:

Property and equipment is summarized as follows (dollars in thousands):


	September 30, 2024		March 31, 2024

Leasehold improvements	$	14,572	$	14,147
Data processing equipment	5,931		5,915
Office furniture and other equipment	5,175		5,332
	25,678		25,394
Less accumulated depreciation and amortization	(18,304)		(17,213)
Property and equipment, net of accumulated depreciation and amortization	$	7,374	$	8,181

Depreciation expense on property and equipment was $1.4 million for both the six months ended September 30, 2024 and 2023, respectively.

8. GOODWILL:

Changes in goodwill for the six months ended September 30, 2024 was as follows (dollars in thousands):


	Total
Balance at March 31, 2024	$	501,756

Change in foreign currency translation adjustment	168
Balance at September 30, 2024	$	501,924

Goodwill by geography as of September 30, 2024 was:


	Total
U.S.	$	501,924

9. INTANGIBLE ASSETS:

The amounts allocated to intangible assets from acquisitions include developed technology, customer relationships, trade names, and publisher and data supply relationships. The following table shows the amortization activity of intangible assets (dollars in thousands):


	September 30, 2024		March 31, 2024
Developed technology, gross	$	102,156	$	102,076
Accumulated amortization	(77,667)		(70,743)
Net developed technology	$	24,489	$	31,333

Customer relationship/trade name, gross	$	37,892	$	37,882
Accumulated amortization	(35,392)		(34,632)
Net customer relationship/trade name	$	2,500	$	3,250

Publisher/data supply relationships, gross	$	16,000	$	16,000
Accumulated amortization	(16,000)		(16,000)
Net publisher/data supply relationships	$	—	$	—

Total intangible assets, gross	$	156,048	$	155,958
Total accumulated amortization	(129,059)		(121,375)
Total intangible assets, net	$	26,989	$	34,583

Total amortization expense related to intangible assets was $7.6 million and $4.5 million for the six months ended September 30, 2024 and 2023, respectively.

The following table presents the estimated future amortization expenses related to intangible assets. The amount for fiscal 2025 represents the remaining six months ending March 31, 2025. All other periods represent fiscal years ending March 31 (dollars in thousands).


Fiscal Year:	Amount
2025	$	6,822
2026	11,000
2027	9,167

	$	26,989

10. OTHER ACCRUED EXPENSES:

Other accrued expenses consist of the following (dollars in thousands):


	September 30, 2024		March 31, 2024
Liabilities of non-qualified retirement plan	$	16,498	$	14,284
Short-term lease liabilities (see Note 4)	10,099		10,125







Other miscellaneous accrued expenses	17,918		18,448
Other accrued expenses	$	44,515	$	42,857

11. OTHER LIABILITIES:

Other liabilities consist of the following (dollars in thousands):


	September 30, 2024		March 31, 2024
Uncertain tax positions	$	27,094	$	25,289
Long-term lease liabilities (see Note 4)	28,894		32,097
Lease restructuring accruals and related sublease deposits	3,423		3,957
Deferred tax liabilities	262		224
Other	3,690		4,165
Other liabilities	$	63,363	$	65,732

12. ALLOWANCE FOR CREDIT LOSSES:

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

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


	Balance at beginning of period		Additions charged to costs and expenses		Other changes	Bad debts written off, net of amounts recovered	Balance at end of period
For the six months ended September 30, 2024	$	9,199	$	1,245	$