LiveRamp Holdings, Inc.

A summary of selected financial information for each of the periods reported is presented below (dollars in thousands, except per share amounts):

Revenues

The Company's revenues for each of the periods reported is presented below (dollars in thousands):

Total revenues were $199.8 million for the three months ended September 30, 2025, a $14.3 million, or 7.7%, increase from the same period a year ago. The increase was due to revenue growth in both Subscription and Marketplace and Other. The Subscription revenue growth was $6.8 million, or 4.7%, primarily due to upsell to existing customers. The Marketplace and Other revenue growth was $7.6 million, or 18.0%, primarily due to Data Marketplace growth. On a geographic basis, U.S. revenue increased $13.5 million, or 7.7%. International revenue increased $0.8 million, or 8.1%.

Total revenues were $394.7 million for the six months ended September 30, 2025, a $33.2 million, or 9.2%, increase compared to the same period a year ago. The increase was due to revenue growth in both Subscription and Marketplace and Other. The Subscription revenue growth was $20.3 million, or 7.3%, primarily due to upsell to existing customers and higher variable revenue. The Marketplace and Other revenue growth was $12.9 million, or 15.4%, primarily due to Data Marketplace and Services growth. On a geographic basis, U.S. revenue increased $31.5 million, or 9.2%. International revenue increased $1.7 million, or 8.7%.

Cost of Revenue and Gross Profit

The Company’s cost of revenue and gross profit for each of the periods reported is presented below (dollars in thousands):

Cost of revenue includes third-party direct costs including identity graph data, other data and cloud-based hosting costs, as well as costs of IT, security, product operations and professional services functions. Cost of revenue also includes amortization of acquisition-related intangibles.

Cost of revenue was $59.6 million for the three months ended September 30, 2025, a $8.4 million, or 16.3%, increase from the same period a year ago. Gross profit increased to $140.2 million (70.2% gross margin) from $134.2 million (72.4% gross margin) in the prior year period due to the revenue increase of $14.3 million and a decrease in purchased intangible asset amortization of $1.0 million (roll-off of amortization from previous acquisitions in the prior year), offset partially by an increase in cloud infrastructure costs (increased $8.8 million) driven by increased customer usage and platform migration costs. U.S. gross margins decreased to 70.7% from 73.3% while International gross margins increased to 61.9% from 57.3%.

Cost of revenue was $117.9 million for the six months ended September 30, 2025, a $14.9 million, or 14.5%, increase from the same period a year ago. Gross profit increased to $276.7 million (70.1% gross margin) from $258.5 million (71.5% gross margin) in the prior period due to the revenue increase of $33.2 million and a decrease in purchased intangible asset amortization of $2.1 million (roll-off of amortization from previous acquisitions in the prior year), offset partially by an increase in cloud infrastructure costs (increased $15.6 million) driven by increased customer usage and platform migration costs. U.S. gross margins decreased to 70.6% from 72.4%, and International gross margins increased to 61.2% from 56.4%.

Operating Expenses

The Company’s operating expenses for each of the periods reported is presented below (dollars in thousands):

Research and development (“R&D”) expense includes operating expenses for the Company’s engineering and product/project management functions supporting research, new development, and related product enhancement.

R&D expenses were $37.0 million for the three months ended September 30, 2025, a decrease of $6.9 million, or 15.8%, compared to the same period a year ago, and are 18.5% of total revenues compared to 23.7% in the prior year. The decrease is primarily due to stock-based compensation expense (decreased $4.4 million), headcount-related expenses (decreased $2.5 million) and professional services (decreased $0.5 million), offset partially by cloud R&D hosting expenses (increased $1.1 million).

R&D expenses were $76.6 million for the six months ended September 30, 2025, a decrease of $11.4 million, or 13.0%, compared to the same period a year ago, and are 19.4% of total revenues compared to 24.3% in the prior year. The decrease is primarily due to stock-based compensation expense (decreased $6.3 million) and headcount-related expenses (decreased $4.9 million).

Sales and marketing (“S&M”) expense includes operating expenses for the Company’s sales, marketing, and product marketing functions. S&M expense also includes provisions for credit losses.

S&M expenses were $48.7 million for the three months ended September 30, 2025, a decrease of $2.4 million, or 4.7%, compared to the same period a year ago, and are 24.4% of total revenues compared to 27.6% in the prior year. The decrease is primarily due to stock-based compensation expense (decreased $1.9 million) and headcount-related expenses (decreased $0.3 million).

S&M expenses were $100.6 million for the six months ended September 30, 2025, a decrease of $4.7 million, or 4.5%, compared to the same period a year ago, and are 25.5% of total revenues compared to 29.1% in the prior year. The decrease is primarily due to stock-based compensation expense (decreased $3.0 million), headcount-related expenses (decreased $1.2 million), and third-party marketing and event expenses (decreased $0.6 million).

General and administrative ("G&A") expense represents operating expenses for the Company's finance, human resources, legal, corporate IT, and other corporate administrative functions.

G&A expenses were $33.2 million for the three months ended September 30, 2025, an increase of $1.8 million, or 5.7%, compared to the same period a year ago, and are 16.6% of total revenues compared to 16.9% in the prior year. The increase is primarily due to professional services (increased $2.7 million) largely related to litigation costs, including those associated with the class action lawsuit, and fees in support of strategic corporate initiatives, and incentive compensation (increased $1.4 million) offset partially by stock-based compensation expense (decreased $2.2 million).

G&A expenses were $70.5 million for the six months ended September 30, 2025, an increase of $8.2 million, or 13.1%, compared to the same period a year ago, and are 17.9% of total revenues compared to 17.2% in the prior year. The increase is primarily due to professional services expenses (increased $7.1 million) largely related to litigation costs, including those associated with the class action lawsuit, and fees in support of strategic corporate initiatives, headcount-related expenses (increased $1.9 million, primarily incentive compensation), offset partially by stock-based compensation expense (decreased $1.9 million).

Gains, losses, and other items, net represents restructuring costs and other adjustments.

Gains, losses and other items, net was $0.0 million for the three months ended September 30, 2025, a decrease of $0.4 million compared to the same period a year ago. The prior year was all related to employee termination benefits.

Gains, losses and other items, net was $0.4 million for the six months ended September 30, 2025, a decrease of $0.2 million compared to the same period a year ago. The current year relates primarily to adjustments to previous lease restructuring reserves while the prior year costs are primarily related to termination benefits for employees whose positions were eliminated.

Income from Operations and Operating Margin

Income from operations was $21.4 million for the three months ended September 30, 2025 compared to income from operations of $7.5 million in the same period a year ago. Operating margin was 10.7% compared to 4.0% in the same period a year ago. Margins in the current year were positively impacted by the decrease in stock-based compensation.

Income from operations was $28.6 million for the six months ended September 30, 2025 compared to income from operations of $2.2 million in the same period a year ago. Operating margin was 7.3% compared to 0.6% in the same period a year ago. Margins in the current year were positively impacted by the decrease in stock-based compensation.

Total Other Income and Income Taxes

Total other income, net was $3.5 million for the three months ended September 30, 2025 compared to total other income, net of $4.2 million in the same period a year ago. Total other income, net was $7.3 million for the six months ended September 30, 2025 compared to $8.6 million in the same period a year ago. The decrease is primarily attributable to lower invested cash balances and lower interest rates in the current year.

Income tax benefit was $2.4 million on income from continuing operations before income taxes of $25.0 million for the three months ended September 30, 2025, resulting in a negative 9.8% effective tax rate. This compares to income tax expense of $10.0 million on income from continuing operations before income taxes of $11.7 million, or an 85.2% effective tax rate in the same period a year ago. The current year period benefited from the enactment of new tax laws, as described below. The prior year tax rate reflects the impact of the capitalization of research and development expenditures in accordance with Internal Revenue Code ("IRC") Section 174, as modified by the Tax Cuts and Jobs Act of 2017, without a corresponding deferred tax benefit. Income tax expense was $0.7 million on income from continuing operations before income taxes of $35.9 million for the six months ended September 30, 2025, resulting in a 2.0% effective tax rate. This compares to income tax expense of $16.6 million on income from continuing operations before income taxes of $10.9 million, or a 152.9% effective tax rate in the same period a year ago. Income tax expense (benefit) for all periods reflects the impact of the valuation allowance and nondeductible stock-based compensation.

On July 4, 2025, H.R. 1, also known as “The One Big Beautiful Bill” Act (the "2025 Tax Act"), was signed into law in the U.S. The 2025 Tax Act includes provisions that allow for the immediate expensing of domestic research and development expenditures, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations. Under the 2025 Tax Act's transition rules, IRC Section 174A allows certain unamortized domestic research and development expenditures to be deducted over one or two years, at the taxpayer's election. In accordance with IRC Section 174, foreign research and development expenditures are still required to be capitalized and amortized over 15 years. Due to the valuation allowance, the Company has not recorded a deferred tax benefit for future amortization deductions.

Given the Company's recent history of profitability, it is reasonably possible that within the next 12 months sufficient positive evidence may become available to support a conclusion that a substantial portion of the valuation allowance is no longer needed. The exact timing and amount of the valuation allowance release are subject to significant judgment and continued analysis of the positive and negative evidence. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded.

The newly enacted 2025 Tax Act has multiple effective dates, with certain changes taking effect during our fiscal year ending March 31, 2026. The estimated impact of provisions taking effect during fiscal 2026 has been reflected in the provision for income taxes for the quarter ended September 30, 2025. The 2025 Tax Act caused a material decrease in the Company’s effective tax rate for the three and six months ended September 30, 2025. We also expect a material decrease in cash tax payments for fiscal 2026 due to the new law. Given the complexity and various upcoming effective dates of the 2025 Tax Act, we are still in the process of assessing its impact on our consolidated financial statements. The final impact may differ from our current estimates based on further analysis, regulatory guidance, and any legislative changes.

Capital Resources and Liquidity

The Company’s cash and cash equivalents are primarily located in the United States. At September 30, 2025, approximately $25.6 million of the total cash balance of $369.4 million, or approximately 6.9%, was located outside of the United States.

Trade accounts receivable, net balances were $216.8 million at September 30, 2025, an increase of $30.6 million, compared to $186.2 million at March 31, 2025. Days sales outstanding ("DSO"), a measurement of the time it takes to collect receivables, was 100 days at September 30, 2025, compared to 89 days at March 31, 2025. DSO can fluctuate due to the timing and nature of contracts that lead to up-front billings related to deferred revenue on services not yet performed, and Data Marketplace contracts, which are billed on a gross basis, recognized on a net basis, but for which the amount that is due to data sellers is not reflected as an offset to accounts receivable. Compared to March 31, 2025, DSO at September 30, 2025 was negatively impacted by approximately eight days due to the increased impact of Data Marketplace gross accounts receivable. All customer accounts are actively managed, and no losses in excess of amounts reserved are currently expected.

Working capital at September 30, 2025 totaled $409.7 million, a $1.0 million increase when compared to $408.7 million at March 31, 2025.

Management believes that the Company's existing available cash will be sufficient to meet the Company's working capital and capital expenditure requirements for the short term (the next 12 months) and separately in the long term (beyond the next 12 months). However, in light of the recent tariffs and other trade restrictions, risk of recession, the military conflicts in Europe and the Middle East, cost increases, high interest rates, capital markets volatility and general inflationary pressures, our liquidity position may change due to the inability to collect from our customers, inability to raise new capital via issuance of equity or debt, and disruption in completing repayments or disbursements to our creditors. These impacts have caused significant disruptions to the global financial markets, which could increase the cost of capital and adversely impact our ability to raise additional capital, which could negatively affect our liquidity in the future. We have historically taken and may continue to take advantage of opportunities to generate additional liquidity through capital market transactions. The amount, nature, and timing of any capital market transactions will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature, and timing of our capital requirements; and overall market conditions. If we are unable to raise funds as and when we need them, we may be forced to curtail our operations.

Cash Flows

The following table summarizes our cash flows for the periods reported (dollars in thousands):

Operating Activities

Cash flows from operating activities are primarily influenced by growth in our operations, increases or decreases in collections from our customers, and related payments to our suppliers and employees. The timing of cash receipts from customers and payments to suppliers and employees can significantly impact our cash flows from operating activities. Our collection and payment cycles can vary from period to period.

Net cash provided by operating activities for the six months ended September 30, 2025 was $41.6 million and resulted primarily from operating results adjusted for non-cash items of $90.3 million offset by unfavorable changes in operating assets and liabilities of $48.7 million. Net cash used by changes in operating assets and liabilities was primarily related to an increase in accounts receivable of $31.9 million and a decrease in accounts payable and other liabilities of $24.1 million. The change in accounts receivable is primarily due to revenue growth and the timing of cash receipts from customers. The change in accounts payable and other liabilities is primarily due to the payment of annual incentive compensation awards for fiscal year 2025 and the timing of payments to suppliers.

Net cash provided by operating activities for the six months ended September 30, 2024 was $46.3 million and resulted primarily from operating results adjusted for non-cash items of $61.6 million offset by unfavorable changes in operating assets and liabilities of $15.3 million. Net cash provided by changes in operating assets and liabilities was primarily related to a decrease in accounts payable and other liabilities of $32.0 million primarily due to the payment of annual incentive compensation awards for fiscal year 2024 and the timing of payments to suppliers.

Investing Activities

Our investing activities have primarily consisted of business acquisitions, capital expenditures, purchases and sales of investments and strategic investments. Capital expenditures may vary from period to period due to the timing of the expansion of our operations, the addition of new headcount, new facilities, and acquisitions. Investing activities also include purchases and sales of short-term investments using available cash reserves.

Net cash used in investing activities for the six months ended September 30, 2025 was $2.0 million and consisted of capital expenditures of $0.9 million, net cash paid in acquisitions of $0.6 million related primarily to the Habu escrow release, and purchases of strategic investments for $0.5 million.

Net cash provided by investing activities for the six months ended September 30, 2024 was $22.2 million and consisted of the proceeds from the sales of short-term investments of $25.0 million, partially offset by purchases of short-term investments of $2.0 million, capital expenditures of $0.5 million and the purchases of strategic investments of $0.4 million.

Financing Activities

Our financing activities have consisted of acquisition of treasury stock, proceeds from our equity compensation plans, and shares repurchased for tax withholdings upon vesting of stock-based awards.

Net cash used in financing activities for the six months ended September 30, 2025 was $85.1 million and consisted of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan, and related excise tax payments, of $79.8 million (2.9 million shares), and $11.7 million for shares repurchased for tax withholdings upon vesting of stock-based awards. These uses of cash were partially offset by $6.3 million of proceeds from the sale of common stock from our equity compensation plans.

Net cash used in financing activities for the six months ended September 30, 2024 was $67.1 million and consisted of the acquisition of treasury shares pursuant to the board of directors' approved stock repurchase plan of $65.7 million (2.4 million shares), and $7.7 million for shares repurchased for tax withholdings upon vesting of stock-based awards. These uses of cash were partially offset by $6.3 million of proceeds from the sale of common stock from our equity compensation plans.

Common Stock Repurchase Program

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, 2025, the Company repurchased 2.9 million shares of its common stock for $79.6 million under the modified common stock repurchase program. The repurchase amounts included in the fiscal 2026 condensed consolidated statements of stockholders equity and the condensed consolidated statements of cash flows included amounts related to the 1% excise tax on share repurchases, net of share issuances, as a result of the Inflation Reduction Act of 2022. Through September 30, 2025, the Company had repurchased a total of 44.4 million shares of its common stock for $1.1 billion under the program, leaving remaining capacity of $176.6 million.

Contractual Commitments

The following tables present the Company’s contractual cash obligations and purchase commitments at September 30, 2025 (dollars in thousands). Operating leases primarily consist of our various office facilities. Purchase commitments primarily include contractual commitments for the purchase of data, hosting services, software-as-a-service arrangements, and leasehold improvements. The tables do not include the future payment of liabilities related to uncertain tax positions of $31.5 million as the Company is not able to predict the periods in which the payments will be made. The amount for 2026 represents the remaining six months ending March 31, 2026. All other periods represent fiscal years ending March 31.

Future minimum payments as of September 30, 2025 related to restructuring plans as a result of the Company's exit from certain leased office facilities are (dollars in thousands): Fiscal 2026: $450.

While the Company does not have any other material contractual commitments for capital expenditures, certain levels of investments in facilities and computer equipment continue to be necessary to support the growth of the business.

For a description of certain risks that could have an impact on results of operations or financial condition, including liquidity and capital resources, see “Risk Factors” contained in Part I, Item 1A, of the Company's 2025 Annual Report on Form 10-K as filed with the Securities and Exchange Commission ("SEC") on May 21, 2025 ("2025 Annual Report").

Non-U.S. Operations

The Company has a material presence in the United Kingdom, France, the Netherlands, India, Australia and China. Most of the Company’s exposure to exchange rate fluctuation is due to translation gains and losses as there are no material transactions that cause exchange rate impact. In general, each of the foreign locations is expected to fund its own operations and cash flows, although funds may be loaned or invested from the U.S. to the foreign subsidiaries. These advances are considered long-term investments, and any gain or loss resulting from changes in exchange rates as well as gains or losses resulting from translating the foreign financial statements into U.S. dollars are included in accumulated other comprehensive income. Therefore, exchange rate movements of foreign currencies may have an impact on the Company’s future costs or on future cash flows from foreign investments. The Company has not entered into any foreign currency forward exchange contracts or other derivative instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

Critical Accounting Policies

We prepare our condensed consolidated financial statements in conformity with U.S. GAAP as set forth in the FASB ASC, and we consider the various staff accounting bulletins and other applicable guidance issued by the SEC.

These accounting principles require management to make certain judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The consolidated financial statements in the 2025 Annual Report include a summary of significant accounting policies used in the preparation of the Company’s consolidated financial statements. In addition, the Management’s Discussion and Analysis of Financial Condition and Results of Operations filed as part of the 2025 Annual Report contains a discussion of the policies that management has identified as the most critical because they require management’s use of complex and/or significant judgments. None of the Company’s critical accounting policies have materially changed since the date of the 2025 Annual Report other than as described in the "Accounting Pronouncements Adopted During the Current Year" section of Note 1, "Organization and Summary of Significant Accounting Policies”, of the Notes to Condensed Consolidated Financial Statements accompanying this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

For information on recent accounting pronouncements, see “Accounting Pronouncements Adopted During the Current Year" and “Recent Accounting Pronouncements Not Yet Adopted” under Note 1, “Organization and Summary of Significant Accounting Policies”, of the Notes to Condensed Consolidated Financial Statements accompanying this report.