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LiveRamp Announces Fourth Quarter and Fiscal Year 2026 Results

Q4 Revenue up 9% year-over-year
Q4 Annual Recurring Revenue up 8% year-over-year
Q4 Subscription Net Retention improved to 107%
FY26 record annual Operating Cash Flow of $168 million and Share Repurchases of $194 million

LiveRamp Enters into Definitive Agreement to be Acquired by Publicis Groupe in All-Cash Transaction with an Equity Value of $2.5 billion

SAN FRANCISCO, May 17, 2026 (GLOBE NEWSWIRE) -- LiveRamp® (NYSE: RAMP), a leading data collaboration platform, today announced its financial results for the quarter and fiscal year ended March 31, 2026.

Q4 Financial Highlights
Unless otherwise indicated, all comparisons are to the prior year period.

  • Total revenue was $206 million, up 9%.

  • Subscription revenue was $158 million, up 9%.

  • Marketplace & Other revenue was $49 million, up 11%.

  • GAAP gross profit was $146 million, up 11%. GAAP gross margin of 71% expanded by 1 percentage point. Non-GAAP gross profit was $149 million, up 10%. Non-GAAP gross margin of 72% expanded by 1 percentage point.

  • GAAP income from operations was $15 million compared to a loss of $12 million. GAAP operating margin of 7% expanded by 14 percentage points. Non-GAAP operating income was $40 million, up 75%. Non-GAAP operating margin of 20% expanded by 7 percentage points.

  • GAAP and non-GAAP diluted earnings per share was $1.12 and $0.52, respectively. GAAP diluted EPS benefited from the release of deferred tax valuation allowances.

  • Net cash provided by operating activities was $59 million compared to $63 million.

  • Share repurchases in the fourth quarter totaled approximately 2.8 million shares for $76 million.

Fiscal Year 2026 Financial Highlights
Unless otherwise indicated, all comparisons are to the prior year period.

  • Total revenue was $813 million, up 9%.

  • Subscription revenue was $614 million, up 8%.

  • Marketplace & Other revenue was $199 million, up 12%.

  • GAAP gross profit was $575 million, up 9%. GAAP gross margin of 71% was flat. Non-GAAP gross profit was $591 million, up 7%, and non-GAAP gross margin of 73% compressed by 1 percentage point.

  • GAAP Income from operations was $83 million compared to $5 million. GAAP operating margin of 10% expanded by 10 percentage points. Non-GAAP operating income was $182 million, up 34%. Non-GAAP operating margin of 22% expanded by 4 percentage points.

  • GAAP diluted earnings per share was $2.24, and non-GAAP diluted EPS was $2.27. GAAP diluted EPS benefited from the release of deferred tax valuation allowances.

  • Net cash provided by operating activities was $168 million compared to $154 million.

  • Share repurchases in fiscal 2026 totaled approximately 7.1 million shares for $194 million. As of March 31, 2026, there was $262 million in remaining capacity under the recently modified share repurchase authorization that expires on December 31, 2027.

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: We finished FY26 on a strong note, with Q4 revenue and operating income ahead of consensus and ARR growth accelerating sequentially. We also achieved record operating cash flow in FY26, and returned over 100% to shareholders through buybacks. We continue to leverage AI to make our platform faster, more effective and easier to use, including the recent introduction of AI agent accessibility, enabling specialized AI agents to autonomously collaborate with any partner.”

Howe continued: “In addition, we announced an agreement to be acquired by Publicis Groupe, delivering significant and certain value to LiveRamp shareholders. This transaction reflects the strength of our business, the value of our platform and the strategic role LiveRamp plays in an AI-driven market. Together, we believe we can accelerate data collaboration and the delivery of AI capabilities that help customers and partners advance agentic transformation and derive more value, faster.”

GAAP and Non-GAAP Results

The following table summarizes the Company’s financial results for the fourth quarter and fiscal year ended March 31, 2026 ($ in millions, except per share amounts):

    GAAP   Non-GAAP
    Q4 FY26   FY26   Q4 FY26   FY26
Subscription revenue   $ 158     $ 614       --       --  
YoY change %     9 %     8 %     --       --  
Marketplace & Other revenue   $ 49     $ 199       --       --  
YoY change %     11 %     12 %     --       --  
Total revenue   $ 206     $ 813       --       --  
YoY change %     9 %     9 %     --       --  
                 
Gross profit   $ 146     $ 575     $ 149     $ 591  
% Gross margin     71 %     71 %     72 %     73 %
YoY change, pts   1 pt   0 pts   1 pt   (1) pt
                 
Operating income   $ 15     $ 83     $ 40     $ 182  
% Operating margin     7 %     10 %     20 %     22 %
YoY change, pts   14 pts   10 pts   7 pts   4 pts
                 
Net earnings   $ 71     $ 146     $ 33     $ 148  
Diluted earnings per share   $ 1.12     $ 2.24     $ 0.52     $ 2.27  
                 
Shares to calculate diluted EPS     63.4       65.0       63.4       65.0  
YoY change %   (4)%   (2)%   (6)%   (4)%
                 
Operating cash flow   $ 59     $ 168          
Free cash flow           $ 59     $ 166  
                 
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.

Additional Business Highlights & Metrics

  • We announced the launch of new AI capabilities to help transform how marketers plan, execute, measure, and optimize campaigns agentically. We introduced agent-powered access to the LiveRamp platform, enabling specialized AI agents to autonomously collaborate with any partner, moving from manual, fragmented workflows to intelligent, governed execution that delivers better performance (link).

  • We announced native support for NVIDIA AI infrastructure, upgrading our clean room architecture to handle the world’s most advanced and compute-intensive AI workloads. AI partners and brands can now securely and seamlessly train and deploy sophisticated models using LiveRamp clean rooms or via the LiveRamp Marketplace at up to 15x speed, without exposing data or model weights (link).

  • We announced an expanded partnership with Unity, a leading game engine, to help marketers more effectively reach mobile users and generate better marketing returns. The partnership will make LiveRamp’s durable, interoperable identifier – RampID – available across Unity Exchange, enabling marketers, agencies, and platforms to apply identity-based buying strategies within Unity’s mobile ecosystem that includes 2.9 billion monthly active mobile devices (link).

  • In March we hosted our annual customer and partner conference, RampUp, bringing together more than 2,300 leaders from across the digital advertising ecosystem. The event included more than 40 presentations and panels featuring some of our largest customers and partners, such as General Motors, JPMorgan Chase, Netflix, and Meta. Video replays of these sessions are available here. Also, we hosted an investor presentation that can be accessed here.

  • On February 12, 2026 we announced an increase in our share repurchase authorization by $200 million and extended the expiration by one year to December 31, 2027. As of March 31, 2026, there was $262 million in remaining capacity under the authorization.

  • On February 11, 2026 we appointed to our Board of Directors Kristi Argyilan, who currently serves as Global Head of Advertising at Uber. Widely recognized as the pioneer of retail media, Argyilan previously led the Albertsons Media Collective and championed the industry-wide move toward measurement standardization (link).

  • LiveRamp ended the fiscal year with 133 customers whose annualized subscription revenue exceeds $1 million, compared to 128 in the prior year period.

  • LiveRamp ended the fiscal year with 846 direct subscription customers, compared to 840 in the prior year period.

  • Subscription net retention was 107% and platform net retention was 108%.

  • Annualized recurring revenue (ARR), which is the last month of the quarter fixed subscription revenue annualized, was $545 million, up 8% 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 $518 million, up 10% compared to the prior year period.

Transaction with Publicis Groupe

In a separate press release issued today, LiveRamp announced that it has entered into a definitive agreement to be acquired by Publicis Groupe. Under the terms of the agreement, Publicis Groupe will acquire all of the outstanding shares of LiveRamp for $38.50 per share in an all-cash transaction for an equity value of $2.5 billion. This represents a premium of 30% to LiveRamp’s closing stock price on May 15, 2026, the last full trading day prior to the transaction announcement. The transaction is expected to close by the end of calendar 2026, subject to customary closing conditions, including approval by LiveRamp shareholders. The transaction press release is available on the LiveRamp investor relations website.

Given the announced transaction, LiveRamp will not host its previously scheduled earnings conference call or provide financial guidance in conjunction with this earnings release.

About LiveRamp

LiveRamp is a leading data collaboration technology company, empowering marketers and media owners to deliver and measure marketing performance everywhere it matters. LiveRamp’s data collaboration network seamlessly unites data across advertisers, ad tech platforms, publishers, data providers, and commerce media networks—unlocking insights that deliver transformational consumer experiences, and drive measurable business outcomes. As consumers embrace AI-powered experiences, the LiveRamp data collaboration network expands the breadth and accuracy of the data on which marketing AI capabilities operate. Our platform is engineered for AI agent accessibility, facilitating autonomous data collaboration between the specialized AI agents utilized by our customers and partners. Built on a foundation of strict neutrality, interoperability, and global scale, LiveRamp enables organizations to maximize the value of their data while accelerating business growth.

LiveRamp is headquartered in San Francisco, California, with offices worldwide. Learn more at LiveRamp.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning LiveRamp, Publicis, the proposed transaction and other matters. Forward-looking statements contained herein could include, among other things, statements regarding the anticipated timing of the consummation of the proposed transaction; statements about management’s confidence in and strategies for performance of the combined businesses; expectations for new and existing products, technologies and opportunities; and expectations regarding growth, sales, cash flows, and earnings. Forward-looking statements can be identified by the use of such terms as “may,” “could,” “expect,” “anticipate,” “intend,” “believe,” “likely,” “estimate,” “outlook,” “plan,” “contemplate,” “project,” “target” or other comparable terms. These forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside the control of LiveRamp or Publicis. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication including, but not limited to: economic uncertainties that could impact LiveRamp or LiveRamp’s suppliers, customers and partners, geopolitical circumstances, including risk related to tariffs and other trade restrictions, the possibility of a recession, general inflationary pressure and high interest rates; the ability and willingness of LiveRamp’s customers to renew their agreements with LiveRamp upon their expiration; LiveRamp’s ability to add new customers and upsell within LiveRamp’s subscription business; LiveRamp’s reliance upon partners, including data suppliers, who may withdraw or withhold data from LiveRamp; increased competition and rapidly changing technology that could impact LiveRamp’s products and services; LiveRamp’s ability to keep up with rapidly changing technology practices in LiveRamp’s products and services or that expected benefits from utilization of technological innovations (including AI) may not be realized as soon as expected or at all; the risk that LiveRamp fails to realize the potential benefits of or have difficulty integrating acquired businesses; and LiveRamp’s inability to attract, motivate and retain talent. Additional risks include maintaining LiveRamp’s culture and LiveRamp’s 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 LiveRamp’s current workforce as well as disruptions resulting from acquisition, divestiture and other activities affecting LiveRamp’s workforce. LiveRamp’s global workforce strategy could possibly encounter difficulty and not be as beneficial as planned. LiveRamp’s 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 LiveRamp’s business. The risk of a significant breach of the confidentiality of the information or the security of LiveRamp’s or LiveRamp’s customers’, suppliers’, or other partners’ data and/or computer systems, or the risk that LiveRamp’s 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 LiveRamp on commercially reasonable terms, or at all, could be detrimental to LiveRamp’s business, reputation and results of operations. Other business risks include unfavorable publicity and negative public perception about LiveRamp’s industry; interruptions or delays in service from data center or cloud hosting vendors LiveRamp relies upon; and LiveRamp’s dependence on the continued availability of third-party data hosting and transmission services. LiveRamp’s clients’ ability to use data on LiveRamp’s 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. Continued changes in the judicial, legislative, regulatory, accounting, cultural and consumer environments affecting LiveRamp’s business, including but not limited to litigation, investigations, legislation, regulations and customs at the state, federal and international levels relating to information collection and use represents a risk, as well as changes in tax laws and regulations that are applied to LiveRamp’s customers which could cause enterprise software budget tightening. In addition, third parties may claim that LiveRamp is infringing their intellectual property or may infringe LiveRamp’s intellectual property which could result in competitive injury and / or the incurrence of significant costs and draining of LiveRamp’s resources. Factors that could cause actual future events to differ materially from the forward looking-statements in this communication in regard to the proposed transaction concerning LiveRamp and Publicis include, but are not limited to: (1) failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change, or other circumstance that could give rise to the right of one or multiple of the parties to terminate the definitive agreement between Publicis and LiveRamp; (2) the possibility that the transaction does not close when expected or at all because required regulatory, shareholder, or other approvals are not received or satisfied on a timely basis or at all; (3) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, including those resulting from the announcement, pendency or completion of the transaction; (4) risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such benefits may take longer to realize than expected; (5) failure to realize anticipated benefits of the combined operations; (6) risks relating to unanticipated costs of integration; (7) ability to hire and retain key personnel; (8) ability to successfully integrate the companies’ businesses; (9) the potential impact of announcement or consummation of the proposed transactions on relationships with third parties, including clients, employees and competitors, including reputational risk; (10) ability to attract new clients and retain existing clients in the manner anticipated; (11) reliance on and integration of information technology systems; (12) suffering reduced profits or losses as a result of intense competition; or (13) potential litigation that may be instituted against LiveRamp or its directors or officers related to the proposed transaction or the merger agreement. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in LiveRamp’s Annual Report on Form 10-K for the year ended March 31, 2025, in Part I “Cautionary Statements Relevant to Forward-Looking Information” and Part I, Item 1A, “Risk Factors,” as updated by subsequent Quarterly Reports on Form 10-Q, which are filed with the Securities and Exchange Commission (the “SEC”) and those described in documents Publicis has filed with the Autorité des Marchés Financiers (the French securities regulator). The parties do not undertake, nor do they have, any obligation to provide updates or to revise any forward-looking statements.

NO OFFER OR SOLICITATION

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable regulations.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction, LiveRamp Holdings, Inc. will be filing documents with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction (the “proxy statement”). The definitive proxy statement will be mailed to LiveRamp’s shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at LiveRamp’s shareholder meeting to approve the proposed transaction should be made only on the basis of the information contained in LiveRamp’s proxy statement and documents incorporated by reference therein. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s website at www.sec.gov or on LiveRamp’s website at www.liveramp.com.

PARTICIPANTS IN THE SOLICITATION

Publicis, LiveRamp and their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of LiveRamp in respect of the proposed transactions contemplated by the proxy statement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of LiveRamp in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when it is filed with the SEC. Information about the directors and executive officers of LiveRamp and their ownership of shares of LiveRamp common stock and other securities of LiveRamp can be found in the sections entitled “Nominees and Continuing Directors,” “Stock Ownership,” “Compensation Discussion and Analysis,” “Compensation Tables,” and “Non-Employee Director Compensation” included in LiveRamp’s proxy statement in connection with its 2025 Annual Meeting of Shareholders, filed with the SEC on June 27, 2025; in the Form 3 and Form 4 initial statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by LiveRamp’s directors and executive officers; and in other documents subsequently filed by LiveRamp with the SEC, including LiveRamp’s proxy statement relating to the proposed transaction when it becomes available. Investors and security holders may obtain free copies of these documents and other related documents filed with the SEC at the SEC’s website at www.sec.gov or on LiveRamp’s website at www.liveramp.com.

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

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

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

For more information, contact:
LiveRamp Investor Relations
Investor.Relations@LiveRamp.com

LiveRamp and RampID 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.


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
               
    For the three months ended March 31,
            $ %
    2026   2025   Variance Variance
               
Revenues   206,092     188,724     17,368   9.2 %
Cost of revenue   60,548     57,929     2,619   4.5 %
Gross profit   145,544     130,795     14,749   11.3 %
% Gross margin   70.6 %   69.3 %      
               
Operating expenses              
Research and development   37,756     45,926     (8,170 ) (17.8 )%
Sales and marketing   56,192     56,961     (769 ) (1.4 )%
General and administrative   32,988     32,175     813   2.5 %
Gains, losses and other items, net   3,315     7,241     (3,926 ) (54.2 )%
Total operating expenses   130,251     142,303     (12,052 ) (8.5 )%
               
Income (loss) from operations   15,293     (11,508 )   26,801   N/A
% Margin   7.4 %   (6.1 )%      
               
Total other income, net   3,967     4,762     (795 ) (16.7 )%
Income (loss) from continuing operations before income taxes   19,260     (6,746 )   26,006   N/A
Income tax benefit   (50,476 )   (479 )   (49,997 ) (10,437.8 )%
Net earnings (loss) from continuing operations   69,736     (6,267 )   76,003   N/A
               
Earnings from discontinued operations, net of tax   1,176         1,176   N/A
               
Net earnings (loss)   70,912     (6,267 )   77,179   1,231.5 %
               
Basic earnings (loss) per share:              
Continuing operations   1.12     (0.10 )   1.21   N/A
Discontinued operations   0.02         0.02   N/A
Basic earnings (loss) per share   1.14     (0.10 )   1.23   N/A
               
Diluted earnings (loss) per share:              
Continuing operations   1.10     (0.10 )   1.20   N/A
Discontinued operations   0.02         0.02   N/A
Diluted earnings (loss) per share   1.12     (0.10 )   1.21   N/A
               
Basic weighted average shares   62,382     65,957        
Diluted weighted average shares   63,382     65,957        
               
Some totals may not sum due to rounding.              
               


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
               
    For the twelve months ended March 31,
            $ %
    2026   2025   Variance Variance
               
Revenues   812,940     745,580     67,360   9.0 %
Cost of revenue   238,117     215,910     22,207   10.3 %
Gross profit   574,823     529,670     45,153   8.5 %
% Gross margin   70.7 %   71.0 %      
               
Operating expenses              
Research and development   148,139     176,668     (28,529 ) (16.1 )%
Sales and marketing   205,647     213,106     (7,459 ) (3.5 )%
General and administrative   132,581     126,499     6,082   4.8 %
Gains, losses and other items, net   4,990     7,993     (3,003 ) (37.6 )%
Total operating expenses   491,357     524,266     (32,909 ) (6.3 )%
               
Income from operations   83,466     5,404     78,062   1,444.5 %
% Margin   10.3 %   0.7 %      
               
Total other income, net   14,598     17,436     (2,838 ) (16.3 )%
Income from continuing operations before income taxes   98,064     22,840     75,224   329.4 %
Income tax expense (benefit)   (46,712 )   25,342     (72,054 ) N/A
Net earnings (loss) from continuing operations   144,776     (2,502 )   147,278   N/A
               
Earnings from discontinued operations, net of tax   1,176     1,688     (512 ) (30.3 )%
               
Net earnings (loss)   145,952     (814 )   146,766   18,030.2 %
               
Basic earnings (loss) per share:              
Continuing operations   2.26     (0.04 )   2.30   N/A
Discontinued operations   0.02     0.03     (0.01 ) (28.1 )%
Basic earnings (loss) per share   2.28     (0.01 )   2.29   N/A
               
Diluted earnings (loss) per share:              
Continuing operations   2.23     (0.04 )   2.26   N/A
Discontinued operations   0.02     0.03     (0.01 ) (29.2 )%
Diluted earnings (loss) per share   2.24     (0.01 )   2.26   N/A
               
Basic weighted average shares   64,105     66,126        
Diluted weighted average shares   65,045     66,126        
               
Some totals may not sum due to rounding.              
               


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
                 
    For the three months ended March 31,   For the twelve months ended March 31,
    2026   2025   2026   2025
                 
Income (loss) from continuing operations before income taxes   19,260     (6,746 )   98,064     22,840  
Income tax expense (benefit)   (50,476 )   (479 )   (46,712 )   25,342  
Net earnings (loss) from continuing operations   69,736     (6,267 )   144,776     (2,502 )
Earnings from discontinued operations, net of tax   1,176         1,176     1,688  
Net earnings (loss)   70,912     (6,267 )   145,952     (814 )
                 
Basic earnings (loss) per share   1.14     (0.10 )   2.28     (0.01 )
Diluted earnings (loss) per share   1.12     (0.10 )   2.24     (0.01 )
                 
Excluded items:                
Purchased intangible asset amortization (cost of revenue)   2,750     3,135     11,000     14,415  
Non-cash stock compensation (cost of revenue and operating expenses)   18,930     24,166     82,988     107,979  
Restructuring and merger charges (gains, losses, and other)   3,315     7,241     4,990     7,993  
Total excluded items from continuing operations   24,995     34,542     98,978     130,387  
                 
Income from continuing operations before income taxes and excluding items   44,255     27,796     197,042     153,227  
Income tax expense (2)   11,064     7,759     49,261     38,296  
Non-GAAP net earnings from continuing operations   33,191     20,037     147,781     114,931  
                 
Non-GAAP earnings per share from continuing operations                
Basic   0.53     0.30     2.31     1.74  
Diluted   0.52     0.30     2.27     1.70  
                 
Basic weighted average shares   62,382     65,957     64,105     66,126  
Diluted weighted average shares   63,382     67,479     65,045     67,499  
                 
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
                 
(2) Non-GAAP income taxes were calculated by applying the estimated annual effective tax rate to year-to-date pretax income. The differences between our GAAP and non-GAAP effective tax rates were primarily due to the net tax effects of the excluded items, coupled with the valuation allowance and smaller pre-tax income for GAAP purposes.
 


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INCOME FROM OPERATIONS (1)
(Unaudited)
(Dollars in thousands)
                 
    For the three months ended March 31,   For the twelve months ended March 31,
    2026   2025   2026   2025
                 
Income (loss) from operations   15,293     (11,508 )   83,466     5,404  
Operating income (loss) margin   7.4 %   (6.1 )%   10.3 %   0.7 %
                 
Excluded items:                
Purchased intangible asset amortization (cost of revenue)   2,750     3,135     11,000     14,415  
Non-cash stock compensation (cost of revenue and operating expenses)   18,930     24,166     82,988     107,979  
Restructuring and merger charges (gains, losses, and other)   3,315     7,241     4,990     7,993  
Total excluded items   24,995     34,542     98,978     130,387  
                 
Income from operations before excluded items   40,288     23,034     182,444     135,791  
Non-GAAP operating income margin   19.5 %   12.2 %   22.4 %   18.2 %
                 
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
 


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA (1)
(Unaudited)
(Dollars in thousands)
                 
    For the three months ended March 31,   For the twelve months ended March 31,
    2026   2025   2026   2025
                 
Net earnings (loss) from continuing operations   69,736     (6,267 )   144,776     (2,502 )
Income tax expense (benefit)   (50,476 )   (479 )   (46,712 )   25,342  
Total other income, net   (3,967 )   (4,762 )   (14,598 )   (17,436 )
                 
Income (loss) from operations   15,293     (11,508 )   83,466     5,404  
Depreciation and amortization   3,320     3,803     13,399     17,207  
                 
EBITDA   18,613     (7,705 )   96,865     22,611  
                 
Other adjustments:                
Non-cash stock compensation (cost of revenue and operating expenses)   18,930     24,166     82,988     107,979  
Restructuring and merger charges (gains, losses, and other)   3,315     7,241     4,990     7,993  
                 
Other adjustments   22,245     31,407     87,978     115,972  
                 
Adjusted EBITDA   40,858     23,702     184,843     138,583  
                 
                 
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.
 


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
               
    March 31,   March 31,   $ %
    2026   2025   Variance Variance
Assets              
Current assets:              
Cash and cash equivalents   379,547     413,331     (33,784 ) (8.2 )%
Restricted cash       595     (595 ) (100.0 )%
Short-term investments   7,500     7,500       %
Trade accounts receivable, net   212,977     186,169     26,808   14.4 %
Refundable income taxes, net   10,243     9,708     535   5.5 %
Other current assets   42,874     38,886     3,988   10.3 %
Total current assets   653,141     656,189     (3,048 ) (0.5 )%
               
Property and equipment   23,396     23,813     (417 ) (1.8 )%
Less - accumulated depreciation and amortization   18,246     17,629     617   3.5 %
Property and equipment, net   5,150     6,184     (1,034 ) (16.7 )%
               
Intangible assets, net   9,167     20,167     (11,000 ) (54.5 )%
Goodwill   502,067     501,756     311   0.1 %
Deferred commissions, net   40,727     44,452     (3,725 ) (8.4 )%
Deferred income taxes   57,873     1,982     55,891   2,819.9 %
Other assets, net   26,052     28,641     (2,589 ) (9.0 )%
    1,294,177     1,259,371     34,806   2.8 %
               
Liabilities and Stockholders' Equity              
Current liabilities:              
Trade accounts payable   129,730     112,271     17,459   15.6 %
Accrued payroll and related expenses   55,063     50,776     4,287   8.4 %
Other accrued expenses   40,280     38,586     1,694   4.4 %
Deferred revenue   39,714     45,885     (6,171 ) (13.4 )%
Total current liabilities   264,787     247,518     17,269   7.0 %
               
Other liabilities   57,411     62,994     (5,583 ) (8.9 )%
               
Stockholders' equity:              
Preferred stock             n/a
Common stock   16,183     15,918     265   1.7 %
Additional paid-in capital   2,129,554     2,045,316     84,238   4.1 %
Retained earnings   1,459,310     1,313,358     145,952   11.1 %
Accumulated other comprehensive income   5,640     4,295     1,345   31.3 %
Treasury stock, at cost   (2,638,708 )   (2,430,028 )   (208,680 ) 8.6 %
Total stockholders' equity   971,979     948,859     23,120   2.4 %
    1,294,177     1,259,371     34,806   2.8 %
                       


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
    For the three months ended March 31,
    2026   2025
Cash flows from operating activities:        
Net earnings (loss)   70,912     (6,267 )
Earnings from discontinued operations, net of tax   (1,176 )    
Non-cash operating activities:        
Depreciation and amortization   3,320     3,803  
Loss on disposal or impairment of assets   8     44  
Lease-related impairment and restructuring charges       (28 )
Gain on sale of strategic investments   (112 )   (515 )
Loss on marketable equity securities   124     206  
Provision for doubtful accounts   696     (453 )
Deferred income taxes   (56,385 )   (496 )
Non-cash stock compensation expense   18,930     24,166  
Changes in operating assets and liabilities:        
Accounts receivable, net   4,909     25,187  
Deferred commissions   (492 )   46  
Other assets   4,314     4,703  
Accounts payable and other liabilities   15,915     11,738  
Income taxes   4,142     (523 )
Deferred revenue   (6,203 )   969  
Net cash provided by operating activities   58,902     62,580  
Cash flows from investing activities:        
Capital expenditures   (289 )   (293 )
Proceeds from sale of strategic investment   112     763  
Net cash provided by (used in) investing activities   (177 )   470  
Cash flows from financing activities:        
Proceeds related to the issuance of common stock under stock and employee benefit plans   103     202  
Shares repurchased for tax withholdings upon vesting of stock-based awards   (570 )   (1,026 )
Acquisition of treasury stock   (75,604 )   (25,447 )
Net cash used in financing activities   (76,071 )   (26,271 )
Net cash provided by (used in) continuing operations   (17,346 )   36,779  
Cash flows from discontinued operations:        
From operating activities   1,176     (798 )
Net cash provided by (used in) discontinued operations   1,176     (798 )
Net cash provided by (used in) continuing and discontinued operations   (16,170 )   35,981  
Effect of exchange rate changes on cash   (171 )   580  
         
Net change in cash, cash equivalents and restricted cash   (16,341 )   36,561  
Cash, cash equivalents and restricted cash at beginning of period   395,888     377,365  
Cash, cash equivalents and restricted cash at end of period   379,547     413,926  
         
Supplemental cash flow information:        
Cash paid for income taxes, net   1,642     558  
Cash received for income taxes, net from discontinued operations   (1,863 )    
Cash received for tenant improvement allowances       (870 )
Cash paid for operating lease liabilities   2,492     2,426  
Operating lease assets obtained in exchange for operating lease liabilities   426      
Operating lease assets, and related lease liabilities, relinquished in lease terminations       (40 )
Purchases of property, plant and equipment remaining unpaid at period end   44     20  
Marketable equity securities obtained in disposition of strategic investment       652  
Excise tax payable on net stock repurchases   690     64  
             


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
    For the twelve months ended March 31,
    2026   2025
Cash flows from operating activities:        
Net earnings (loss)   145,952     (814 )
Earnings from discontinued operations, net of tax   (1,176 )   (1,688 )
Non-cash operating activities:        
Depreciation and amortization   13,399     17,207  
Loss on disposal or impairment of assets   148     85  
Lease-related impairment and restructuring charges   617     14  
Gain on sale of strategic investments   (159 )   (515 )
Loss on marketable equity securities   260     206  
Provision for doubtful accounts   1,991     695  
Deferred income taxes   (56,272 )   (447 )
Non-cash stock compensation expense   82,988     107,979  
Changes in operating assets and liabilities:        
Accounts receivable, net   (28,345 )   3,547  
Deferred commissions   3,725     3,691  
Other assets   2,477     2,105  
Accounts payable and other liabilities   3,023     3,573  
Income taxes   5,437     3,430  
Deferred revenue   (6,310 )   14,897  
Net cash provided by operating activities   167,755     153,965  
Cash flows from investing activities:        
Capital expenditures   (1,376 )   (1,042 )
Cash paid in acquisitions, net of cash received   (595 )   (1,951 )
Purchases of investments       (1,967 )
Proceeds from sales of investments       26,989  
Proceeds from sale of strategic investment   359     763  
Purchases of strategic investments   (3,320 )   (1,400 )
Net cash provided by (used in) investing activities   (4,932 )   21,392  
Cash flows from financing activities:        
Proceeds related to the issuance of common stock under stock and employee benefit plans   8,207     8,833  
Shares repurchased for tax withholdings upon vesting of stock-based awards   (13,017 )   (10,331 )
Acquisition of treasury stock   (194,534 )   (101,198 )
Net cash used in financing activities   (199,344 )   (102,696 )
Net cash provided by (used in) continuing operations   (36,521 )   72,661  
Cash flows from discontinued operations:        
From operating activities   1,176     1,688  
Net cash provided by discontinued operations   1,176     1,688  
Net cash provided by (used in) continuing and discontinued operations   (35,345 )   74,349  
Effect of exchange rate changes on cash   966     106  
         
Net change in cash, cash equivalents and restricted cash   (34,379 )   74,455  
Cash, cash equivalents and restricted cash at beginning of period   413,926     339,471  
Cash, cash equivalents and restricted cash at end of period   379,547     413,926  
         
Supplemental cash flow information:        
Cash paid for income taxes, net from continuing operations   3,963     22,548  
Cash received for income taxes, net from discontinued operations   (1,863 )   (2,486 )
Cash received for tenant improvement allowances       (2,628 )
Cash paid for operating lease liabilities   9,963     9,798  
Operating lease assets obtained in exchange for operating lease liabilities   1,173     2,327  
Operating lease assets, and related lease liabilities, relinquished in lease terminations       (595 )
Purchases of property, plant and equipment remaining unpaid at period end   44     20  
Marketable equity securities obtained in disposition of strategic investment       652  
Excise tax payable on net stock repurchases   1,257     128  
             


LIVERAMP HOLDINGS, INC AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW (1)
(Unaudited)
(Dollars in thousands)
                           
                           
      6/30/2024 9/30/2024 12/31/2024 3/31/2025 FY2025   6/30/2025 9/30/2025 12/31/2025 3/31/2026 FY2026
                           
Net cash provided by (used in) operating activities   $ (9,328 ) $ 55,596   $ 45,117   $ 62,580   $ 153,965     $ (15,821 ) $ 57,408   $ 67,266   $ 58,902   $ 167,755  
                           
Less:                        
  Capital expenditures     (226 )   (241 )   (282 )   (293 )   (1,042 )     (336 )   (589 )   (162 )   (289 )   (1,376 )
                           
Free Cash Flow   $ (9,554 ) $ 55,355   $ 44,835   $ 62,287   $ 152,923     $ (16,157 ) $ 56,819   $ 67,104   $ 58,613   $ 166,379  
                           
                           
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.
 


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
                            Yr-to-Yr
    FY2025   FY2026   FY2026 to FY2025
    6/30/2024 9/30/2024 12/31/2024 3/31/2025 FY2025   6/30/2025 9/30/2025 12/31/2025 3/31/2026 FY2026   % $
                               
Revenues     175,961     185,483     195,412     188,724     745,580       194,822     199,829     212,197     206,092     812,940     9.0 % 67,360  
Cost of revenue     51,749     51,234     54,998     57,929     215,910       58,319     59,594     59,656     60,548     238,117     10.3 % 22,207  
Gross profit     124,212     134,249     140,414     130,795     529,670       136,503     140,235     152,541     145,544     574,823     8.5 % 45,153  
% Gross margin     70.6 %   72.4 %   71.9 %   69.3 %   71.0 %     70.1 %   70.2 %   71.9 %   70.6 %   70.7 %      
                               
Operating expenses                              
Research and development     44,118     43,889     42,735     45,926     176,668       39,608     36,952     33,823     37,756     148,139     (16.1 )% (28,529 )
Sales and marketing     54,175     51,107     50,863     56,961     213,106       51,906     48,685     48,864     56,192     205,647     (3.5 )% (7,459 )
General and administrative     30,961     31,369     31,994     32,175     126,499       37,345     33,170     29,078     32,988     132,581     4.8 % 6,082  
Gains, losses and other items, net     206     397     149     7,241     7,993       423         1,252     3,315     4,990     (37.6 )% (3,003 )
Total operating expenses     129,460     126,762     125,741     142,303     524,266       129,282     118,807     113,017     130,251     491,357     (6.3 )% (32,909 )
                               
Income (loss) from operations     (5,248 )   7,487     14,673     (11,508 )   5,404       7,221     21,428     39,524     15,293     83,466     1,444.5 % 78,062  
% Margin   (3.0)%   4.0 %   7.5 % (6.1)%   0.7 %     3.7 %   10.7 %   18.6 %   7.4 %   10.3 %      
                               
Total other income, net     4,444     4,197     4,033     4,762     17,436       3,709     3,544     3,378     3,967     14,598     (16.3 )% (2,838 )
                               
Income (loss) from continuing operations before income taxes     (804 )   11,684     18,706     (6,746 )   22,840       10,930     24,972     42,902     19,260     98,064     329.4 % 75,224  
Income tax expense (benefit)     6,685     9,952     9,184     (479 )   25,342       3,183     (2,448 )   3,029     (50,476 )   (46,712 )   N/A (72,054 )
Net earnings (loss) from continuing operations     (7,489 )   1,732     9,522     (6,267 )   (2,502 )     7,747     27,420     39,873     69,736     144,776     N/A 147,278  
                               
Earnings from discontinued operations, net of tax             1,688         1,688                   1,176     1,176     (30.3 )% (512 )
                               
Net earnings (loss)   $ (7,489 ) $ 1,732   $ 11,210   $ (6,267 ) $ (814 )   $ 7,747   $ 27,420   $ 39,873   $ 70,912   $ 145,952     N/A 146,766  
                               
Basic earnings (loss) per share:                              
Continuing Operations     (0.11 )   0.03     0.15     (0.10 )   (0.04 )     0.12     0.42     0.63     1.12     2.26     N/A 2.30  
Discontinued Operations     0.00     0.00     0.03     0.00     0.03       0.00     0.00     0.00     0.02     0.02     (28.1 )% (0.01 )
Basic earnings (loss) per share     (0.11 )   0.03     0.17     (0.10 )   (0.01 )     0.12     0.42     0.63     1.14     2.28     N/A 2.29  
                               
Diluted earnings (loss) per share:                              
Continuing Operations     (0.11 )   0.03     0.14     (0.10 )   (0.04 )     0.12     0.42     0.62     1.10     2.23     N/A 2.26  
Discontinued Operations     0.00     0.00     0.03     0.00     0.03       0.00     0.00     0.00     0.02     0.02     (29.2 )% (0.01 )
Diluted earnings (loss) per share     (0.11 )   0.03     0.17     (0.10 )   (0.01 )     0.12     0.42     0.62     1.12     2.24     N/A 2.26  
                               
                               
Basic weighted average shares     66,621     66,294     65,631     65,957     66,126       65,448     65,074     63,517     62,382     64,105        
Diluted weighted average shares     66,621     67,309     66,743     65,957     66,126       66,731     65,781     64,285     63,382     65,045        
                               
Some earnings (loss) per share amounts may not add due to rounding.                    
                     


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
    FY2025   FY2026
    6/30/2024 9/30/2024 12/31/2024 3/31/2025 FY2025   6/30/2025 9/30/2025 12/31/2025 3/31/2026 FY2026
Expenses:                        
Cost of revenue   $ 51,749   $ 51,234   $ 54,998   $ 57,929   $ 215,910     58,319   59,594   59,656   60,548   238,117  
Research and development     44,118     43,889     42,735     45,926     176,668     39,608   36,952   33,823   37,756   148,139  
Sales and marketing     54,175     51,107     50,863     56,961     213,106     51,906   48,685   48,864   56,192   205,647  
General and administrative     30,961     31,369     31,994     32,175     126,499     37,345   33,170   29,078   32,988   132,581  
Gains, losses and other items, net     206     397     149     7,241     7,993     423     1,252   3,315   4,990  
                         
Gross profit, continuing operations:     124,212     134,249     140,414     130,795     529,670     136,503   140,235   152,541   145,544   574,823  
% Gross margin     70.6 %   72.4 %   71.9 %   69.3 %   71.0 %   70.1 % 70.2 % 71.9 % 70.6 % 70.7 %
                         
Excluded items:                        
Purchased intangible asset amortization (cost of revenue)     3,846     3,748     3,686     3,135     14,415     2,750   2,750   2,750   2,750   11,000  
Non-cash stock compensation (cost of revenue)     1,596     1,499     1,455     1,615     6,165     1,541   1,452   1,033   891   4,917  
Non-cash stock compensation (research and development)     10,205     10,920     10,085     10,494     41,704     8,332   6,503   5,634   5,093   25,562  
Non-cash stock compensation (sales and marketing)     7,093     7,383     7,278     5,716     27,470     6,014   5,469   5,018   6,419   22,920  
Non-cash stock compensation (general and administrative)     9,091     9,266     7,942     6,341     32,640     9,523   7,093   6,446   6,527   29,589  
Restructuring charges (gains, losses, and other)     206     397     149     7,241     7,993     423     1,252   3,315   4,990  
Total excluded items     32,037     33,213     30,595     34,542     130,387     28,583   23,267   22,133   24,995   98,978  
                         
Expenses, excluding items:                        
Cost of revenue     46,307     45,987     49,857     53,179     195,330     54,028   55,392   55,873   56,907   222,200  
Research and development     33,913     32,969     32,650     35,432     134,964     31,276   30,449   28,189   32,663   122,577  
Sales and marketing     47,082     43,724     43,585     51,245     185,636     45,892   43,216   43,846   49,773   182,727  
General and administrative     21,870     22,103     24,052     25,834     93,859     27,822   26,077   22,632   26,461   102,992  
                         
Gross profit, excluding items:   $ 129,654   $ 139,496   $ 145,555   $ 135,545   $ 550,250     140,794   144,437   156,324   149,185   590,740  
% Gross margin     73.7 %   75.2 %   74.5 %   71.8 %   73.8 %   72.3 % 72.3 % 73.7 % 72.4 % 72.7 %
                         
(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.
                         


LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
    FY2025   FY2026
    6/30/2024 9/30/2024 12/31/2024 3/31/2025 FY2025   6/30/2025 9/30/2025 12/31/2025 3/31/2026 FY2026
                         
Income (loss) from continuing operations before income taxes   (804 ) 11,684 18,706 (6,746 ) 22,840     10,930 24,972   42,902 19,260   98,064  
Income tax expense (benefit)   6,685   9,952 9,184 (479 ) 25,342     3,183 (2,448 ) 3,029 (50,476 ) (46,712 )
Net earnings (loss) from continuing operations   (7,489 ) 1,732 9,522 (6,267 ) (2,502 )   7,747 27,420   39,873 69,736   144,776  
                         
Earnings from discontinued operations, net of tax     1,688   1,688       1,176   1,176  
                         
Net earnings (loss)   (7,489 ) 1,732 11,210 (6,267 ) (814 )   7,747 27,420   39,873 70,912   145,952  
                         
Earnings (loss) per share:                        
Basic   (0.11 ) 0.03 0.17 (0.10 ) (0.01 )   0.12 0.42   0.63 1.14   2.28  
Diluted   (0.11 ) 0.03 0.17 (0.10 ) (0.01 )   0.12 0.42   0.62 1.12   2.24  
                         
Excluded items:                        
Purchased intangible asset amortization (cost of revenue)   3,846   3,748 3,686 3,135   14,415     2,750 2,750   2,750 2,750   11,000  
Non-cash stock compensation (cost of revenue and operating expenses)   27,985   29,068 26,760 24,166   107,979     25,410 20,517   18,131 18,930   82,988  
Restructuring and merger charges (gains, losses, and other)   206   397 149 7,241   7,993     423   1,252 3,315   4,990  
Total excluded items from continuing operations   32,037   33,213 30,595 34,542   130,387     28,583 23,267   22,133 24,995   98,978  
                         
Income from continuing operations before income taxes and excluding items   31,233   44,897 49,301 27,796   153,227     39,513 48,239   65,035 44,255   197,042  
Income tax expense   7,371   10,745 12,421 7,759   38,296     9,878 12,060   16,259 11,064   49,261  
Non-GAAP net earnings from continuing operations   23,862   34,152 36,880 20,037   114,931     29,635 36,179   48,776 33,191   147,781  
                         
Non-GAAP earnings per share from continuing operations                        
Basic   0.36   0.52 0.56 0.30   1.74     0.45 0.56   0.77 0.53   2.31  
Diluted   0.35   0.51 0.55 0.30   1.70     0.44 0.55   0.76 0.52   2.27  
                         
Basic weighted average shares   66,621   66,294 65,631 65,957   66,126     65,448 65,074   63,517 62,382   64,105  
Diluted weighted average shares   68,463   67,309 66,743 67,479   67,499     66,731 65,781   64,285 63,382   65,045  
                         
                         
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.
 


APPENDIX A
LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
Q4 FISCAL 2026 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, non-GAAP income (loss) from operations, non-GAAP operating income (loss) margin, non-GAAP expenses 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 employee 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 prior years, reported as gains, losses, and other items, net, are excluded from non-GAAP results because such amounts are not used by us to assess the core profitability of our business operations.
 
Transformation costs: In previous years, we incurred significant expenses to separate the financial statements of our operating segments, with particular focus on segment-level balance sheets, and to evaluate portfolio priorities. Our criteria for excluding transformation expenses from our non-GAAP measures is as follows: 1) projects are discrete in nature; 2) excluded expenses consist only of third-party consulting fees that we would not incur otherwise; and 3) we do not exclude employee related expenses or other costs associated with the ongoing operations of our business. We substantially completed those projects during the third quarter of fiscal year 2018. Beginning in the fourth quarter of fiscal 2018, and through most of fiscal 2019, we incurred transaction support expenses and system separation costs related to the Company's announced evaluation of strategic options for its Marketing Solutions (AMS) business. In the first and second quarters of fiscal 2021 in response to the potential COVID-19 pandemic impact on our business and again during fiscal 2023 in response to macroeconomic conditions, we incurred significant costs associated with the assessment of strategic and operating plans, including our long-term location strategy, and assistance in implementing the restructuring activities as a result of this assessment. Our criteria for excluding these costs are the same. We believe excluding these items from our non-GAAP financial measures is useful for investors and provides meaningful supplemental information.
 
Our non-GAAP financial schedules are:
 
Non-GAAP EPS, Non-GAAP Income from Operations, and Non-GAAP expenses: Our Non-GAAP earnings per share, Non-GAAP income from operations, Non-GAAP operating income margin, 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 income and 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 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 is defined as operating cash flow less capital expenditures. 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. The presentation of non-GAAP free cash flow is not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.
 

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