Certara, Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidity, and cash flows of our Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report and our 2024 Annual Report. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity, and capital resources, and all other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report, particularly in the section “Special Note Regarding Forward-Looking Statements” of this Quarterly Report. We intend the discussion of our financial condition and results of operations that follows to provide information that will assist the reader in understanding our condensed consolidated financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies, and estimates affect our condensed consolidated financial statements. Executive Overview We are a global leader in biosimulation technology and solutions for using Model-Informed Drug Development (“MIDD”) in the global biopharmaceutical industry. Biosimulation and MIDD can increase the probability of success in bringing a new drug to market and decrease the costs of drug development. In addition, MIDD strategies are increasingly utilized to help predict commercial success, a critical part of the drug development process as new products must be both approved by regulators and adopted by the market. Our goal is to enable the life science industry to use data, modeling, and analytics to make better decisions during drug development and commercialization to increase productivity rates and vastly reduce development costs. Drug development is necessarily a highly regulated process involving the collection of vast amounts of laboratory, clinical and evidence data, and there are many failures at every step along the way which add to total cost. On average, the pharmaceutical industry spends more than $270 billion annually on research and development ("R&D"). Generally, companies spend an average of $6.2 billion per FDA-approved drug to develop one new medicine, including the cost of failures, according to "Analysis of pharma R&D productivity - a new perspective needed" on Drug Discovery Today. Our software and scientists incorporate modern advances in scientific understanding, drug development experience, data analysis, and AI resulting in significant opportunities to decrease the cost and increase the odds of new drug approval and commercial success. Our proprietary biosimulation platforms are built on biology, chemistry, and pharmacology principles with proprietary mathematical algorithms that model how medicines and diseases behave in the body. For over two decades, our scientists have developed and validated our biosimulation technology using data from scientific literature, laboratory research, preclinical and clinical studies. To do this, we have developed solutions for the collection, standardization, validation, storage, and analysis of the preclinical and clinical data needed for MIDD. These data solutions are used internally and by global life sciences companies. The scientific principles underlying our work must be transparent and fully explainable during the regulatory process, so we have developed expertise in incorporating data and results into regulatory documents. Our software and regulatory services streamline the creation of regulatory filings and speed regulatory data flow to maximize the chances of successful commercialization. 33 AI and machine learning technologies are being incorporated across our software and services portfolios, providing opportunities to expand the number of data sources utilized, better predict outcomes, and streamline reporting. For example, we are using machine learning to automate and speed the process of biosimulation, and we have created an AI application to aid in drafting regulatory documents from scientific analyses and clinical data. We believe that AI predictive models will continue to enhance the accuracy and usefulness of biosimulation models and will be utilized broadly across drug development. We deliver software and technology-enabled services. Our strategy is to create and apply validated software applications that can be used broadly in the life science industry. We offer services, leveraging our technology, delivered by scientists with extensive drug development experience to aid our clients in applying biosimulation and MIDD to their specific projects. Since 2014, customers who leverage our solutions have received 90% or more of all new drug approvals by FDA. We have worked with more than 2,400 life sciences companies and academic institutions and have collaborated on more than 9,000 customer projects in the last decade across a wide variety of therapeutic areas ranging from cancer and hematology to diabetes and hundreds of rare diseases. Our software products are licensed by more than 94,000 users and are also used by 23 global drug regulatory agencies, including the FDA and Japan’s Pharmaceuticals and Medical Devices Agency (the “PMDA”). With continued innovation in and adoption of our biosimulation software, technology, and services, we believe more life science companies worldwide will leverage more of our end-to-end platform to reduce cost, accelerate speed to market, and ensure safety and efficacy of medicines for all patients. Key Factors Affecting Our Performance We believe that the growth and future success of our business depend on many factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address to sustain our growth and improve the results of our operations. Customer Retention and Expansion Our future operating results depend, in part, on our ability to successfully enter new markets, increase our customer base, and retain and expand our relationships with existing customers. We monitor two key performance indicators to evaluate retention and expansion: new bookings and net retention rates. • Bookings: Our new bookings represent the estimated contract value of a signed contract or purchase order where there is sufficient or reasonable certainty about the customer’s ability and intent to fund and commence the software and/or services. Bookings vary from period to period depending on numerous factors, including the overall health of the biopharmaceutical industry, regulatory developments, industry consolidation, and sales performance. Bookings have varied and will continue to vary significantly from quarter to quarter and from year to year. • Net Retention Rates: Our net retention rates measure the percentage of recurring revenue that is retained from existing software customers over a specific period of time, inclusive of price increases and expansion, excluding revenue from acquisitions occurred within the past 12 months. 34 The table below summarizes our quarterly bookings and net software retention rate trends: 2025 2024 Q1 Q2 Q3 Q1 Q2 Q3 (in millions except percentage) Bookings $ 118.2 $ 112.0 $ 96.6 $ 105.8 $ 98.9 $ 96.1 Net Retention Rates 102.4 % 107.6 % 103.9 % 114.1 % 108.0 % 107.6 % Investments in Growth We have invested and intend to continue to invest in expanding the breadth and depth of our solutions, including through acquisitions and international expansion. We expect to continue to invest in (i) scientific talent to expand our ability to deliver solutions across the drug development spectrum; (ii) sales and marketing to promote our solutions to new and existing customers and in existing and expanded geographies; (iii) research and development to support existing solutions and innovate new technology; (iv) other operational and administrative functions to support our expected growth; and (v) complementary businesses. We expect that our headcount and our total operating expenses will continue to increase over time. Our Operating Environment The acceptance of model-informed biopharmaceutical discovery and development by regulatory authorities affects the demand for our products and services. Support for the use of biosimulation in discovery and development from regulatory bodies, such as the FDA and European Medicines Agency, has been critical to its rapid adoption by the biopharmaceutical industry. There has been a steady increase in the recognition by regulatory and academic institutions of the role that modeling and simulation can play in the biopharmaceutical development and approval process, as demonstrated by new regulations and guidance documents describing and encouraging the use of modeling and simulation in the biopharmaceutical discovery, development, testing, and approval process, which has directly led to an increase in the demand for our products and services. Changes in government or regulatory policy, or a reversal in the trend toward increasing the acceptance of and reliance upon in silico data in the drug approval process, could decrease the demand for our products and services or lead regulatory authorities to cease use of, or recommend against the use of, our products and services. Governmental agencies throughout the world, but particularly in the United States where the majority of our customers are based, strictly regulate the biopharmaceutical development process. Our business involves helping biopharmaceutical companies strategically and tactically navigate the regulatory approval process. New or amended regulations are expected to result in higher regulatory standards and often additional revenues for companies that service these industries. However, some changes in regulations, such as a relaxation in regulatory requirements or the introduction of streamlined or expedited approval procedures, or an increase in regulatory requirements that we have difficulty satisfying or that make our regulatory strategy services less competitive, could eliminate or substantially reduce the demand for our regulatory services. Additionally, a new government administration may lead to either stricter or more relaxed regulatory environments. Currently, the new U.S. federal administration shows signs of reforming the pharmaceutical industry, particularly focusing on drug pricing and accelerated drug approval. These changes are expected to potentially have a significant impact on the biopharmaceutical industries, creating a mix of opportunities and challenges for us. On October 1, 2025, the U.S. federal government experienced a shutdown, resulting in certain regulatory agencies, including the U.S. Food and Drug Administration (“FDA”) and the U.S. Securities and Exchange Commission (“SEC”), furloughing employees and temporarily suspending various activities. We have not experienced any material impacts to our operations or financials but continue to monitor the impacts. If the government shutdown continues for an extended period, it could increase uncertainty in the overall economic 35 environment and adversely impact business operations across multiple industries, including the pharmaceutical industry. Prolonged delays or disruptions in regulatory reviews, approvals, or filings could adversely affect our operations, financial condition, and results of operations. In addition to the external regulatory environment, internally, we initiated a review process in 2024 to evaluate the long-term strategic options for our regulatory services business. This review could result in several potential directions for the business, which could potentially have a significant impact on our operations. Competition The market for our biosimulation products and related services for the biopharmaceutical industry is competitive and highly fragmented. In our view, the principal competitive factors in our market are the functionality and quality of models, the breadth of molecular types, therapeutic areas, and modalities supported, regulator acceptance of our solutions, ease of use and functionality of applications, depth of experience in drug development, brand awareness and reputation, total cost, and the ability to securely integrate with other enterprise applications and the overall drug development process in the customer. Macroeconomic Conditions Uncertain macroeconomic conditions, including higher inflation, rising interest rates and instability in the financial system, trade disputes, tariffs, changes in government funding, geopolitical conflicts, and pandemics or other infectious disease outbreaks, may pose challenges to our business. Non-GAAP Measures Management uses various financial metrics, including total revenues, income from operations, net income, and certain metrics that are not required by, or presented in accordance with, GAAP, such as adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share, to measure and assess the performance of our business, to evaluate the effectiveness of our business strategies, to make budgeting decisions, to make certain compensation decisions, and to compare our performance against that of other peer companies using similar measures. We believe that the presentation of the GAAP and the non-GAAP metrics in this filing will aid investors in understanding our business. Management measures operating performance based on adjusted EBITDA defined for a particular period as net income (loss) excluding interest expense, provision (benefit) for income taxes, depreciation and amortization expense, intangible asset amortization, equity-based compensation expense, change in fair value of contingent consideration, acquisition, and other items not indicative of our ongoing operating performance. Management also measures operating performance based on adjusted net income defined for a particular period as net income (loss) excluding equity-based compensation expense, amortization of acquisition-related intangible assets, goodwill impairments, change in fair value of contingent consideration, acquisition and integration expense, and other items not indicative of our ongoing operating performance. Further, management measures operating performance based on adjusted diluted earnings per share defined for a particular period as adjusted net income divided by the weighted-average diluted common shares outstanding. We believe adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share are helpful to investors, analysts, and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical periods. In addition, these measures are frequently used by analysts, investors, and other interested parties to evaluate and assess performance. Adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share are non-GAAP measures and are presented for supplemental purposes only and should not be considered as an alternative or substitute to financial information presented in accordance with GAAP. Adjusted EBITDA, adjusted net income, and 36 adjusted diluted earnings per share have certain limitations in that they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations and comprehensive income (loss) that are necessary to run our business. Other companies, including those in our industry, may not use these measures and may calculate them differently than those presented, limiting the usefulness as a comparative measure. The following table reconciles net income (loss) to Adjusted EBITDA: THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2025 2024 2025 2024 (in thousands) Net income (loss)(a) $ 1,525 $ (1,371) $ 4,300 $ (18,628) Interest expense(a) 5,011 5,187 14,619 16,516 Interest income(a) (1,270) (2,609) (4,155) (7,669) (Benefit from) Provision for income taxes(a) (1,792) (290) 6,226 (736) Intangible asset amortization and fixed assets depreciation(a) 18,626 16,792 56,058 49,817 Currency (gain) loss(a) (534) 1,546 (1,173) 2,526 Equity-based compensation expense(b) 9,574 8,187 24,889 27,043 Change in fair value of contingent consideration(d) 2,689 2,431 (3,212) 8,092 Acquisition-related expenses(e) 1,104 1,364 2,408 4,151 Transaction-related expenses (f) — (128) — 2,625 Severance expense (g) — — — 183 Reorganization expense(h) 38 1,730 1,123 3,944 Loss on disposal of fixed assets(i) 31 — 36 13 Executive recruiting expense(j) — 222 661 645 Litigation and settlement expense(k) 246 — 246 — Adjusted EBITDA $ 35,248 $ 33,061 $ 102,026 $ 88,522 37 The following table reconciles net income (loss) to adjusted net income: THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2025 2024 2025 2024 (in thousands) Net income (loss) (a) $ 1,525 $ (1,371) $ 4,300 $ (18,628) Currency (gain) loss(a) (534) 1,546 (1,173) 2,526 Equity-based compensation expense(b) 9,574 8,187 24,889 27,043 Amortization of acquisition-related intangible assets(c) 14,050 13,351 42,120 40,041 Change in fair value of contingent consideration(d) 2,689 2,431 (3,212) 8,092 Acquisition-related expenses(e) 1,104 1,364 2,408 4,151 Transaction-related expenses (f) — (128) — 2,625 Severance expense (g) — — — 183 Reorganization expense(h) 38 1,730 1,123 3,944 Loss on disposal of fixed assets(i) 31 — 36 13 Executive recruiting expense(j) — 222 661 645 Litigation and settlement expense(k) 246 — 246 — Income tax expense impact of adjustments(l) (6,477) (7,079) (15,348) (22,442) Adjusted net income $ 22,246 $ 20,253 $ 56,050 $ 48,193 38 The following table reconciles diluted earnings per share to adjusted diluted earnings per share: THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2025 2024 2025 2024 Diluted earnings per share(a) 0.01 (0.01) 0.03 (0.12) Currency (gain) loss(a) — 0.01 — 0.02 Equity-based compensation expense(b) 0.06 0.05 0.16 0.17 Amortization of acquisition-related intangible assets(c) 0.08 0.08 0.26 0.25 Change in fair value of contingent consideration(d) 0.02 0.02 (0.02) 0.05 Acquisition-related expenses(e) 0.01 0.01 0.01 0.03 Transaction-related expenses (f) — — — 0.02 Severance expense (g) — — — — Reorganization expense(h) — 0.01 0.01 0.02 Loss on disposal of fixed assets (i) — — — — Executive recruiting expense(j) — — — — Litigation and settlement expense(k) — — — — Income tax expense impact of adjustments(l) (0.04) (0.04) (0.10) (0.14) Adjusted diluted earnings per share $ 0.14 $ 0.13 $ 0.35 $ 0.30 Basic weighted average common shares outstanding 160,403,011 160,642,052 160,769,603 160,225,375 Effect of potentially dilutive shares outstanding (m) 197,559 323,745 494,273 723,301 Adjusted diluted weighted average common shares outstanding 160,600,570 160,965,797 161,263,876 160,948,676 __________________________________ (a) Represents a measure determined under GAAP. (b) Represents expenses related to equity-based compensation. Equity-based compensation has been, and we expect will continue to be for the foreseeable future, a recurring expense in our business and an important part of our compensation strategy. (c) Represents amortization costs associated with acquired intangible assets in connection with business acquisitions. (d) Represents expense associated with remeasuring fair value of contingent consideration of business acquisitions. (e) Represents costs associated with mergers and acquisitions and any retention bonuses pursuant to the acquisitions. (f) Represents costs associated with our public offerings that are not capitalized, as well as debt issuance costs that are not deferred or treated as a contra-liability directly deducted from the carrying value of the associated debt liability. 39 (g) Represents charges for severance provided to former executives. (h) Represents expenses related to reorganization, including legal entity reorganization and lease abandonment costs associated with the evaluation of our office space footprint. (i) Represents the gain or loss related to the disposal of fixed assets. (j) Represents recruiting and relocation expenses related to hiring senior executives. (k) Represents expense related to a non-recurring employment litigation and settlement outside the normal course of business. (l) Represents the income tax effect of the non-GAAP adjustments calculated using the applicable statutory rate by jurisdiction. (m) Represents potentially dilutive shares that were included from our GAAP diluted weighted average common shares outstanding. In addition to adjusted EBITDA, adjusted net income, and adjusted diluted earnings per share, management also uses organic revenue, a non-GAAP financial metric, to measure the growth of our existing business operations excluding the impact of acquisitions and divestitures. Our definition of organic revenue may not be comparable to similarly titled measures used by other companies and is not a measure of performance presented in accordance with GAAP. The table below presents revenue growth from organic operations and acquisitions: NINE MONTHS ENDED SEPTEMBER 30, Growth YTD Q3 2025 vs YTD Q3 2024 2025 % (in thousands except percentage) Total revenues $ 315,190 11 % Revenue related to acquisition (17,013) 6 % Organic revenue $ 298,177 5 % Components of Results of Operations Revenues Our business generates revenue from the sales of software products and the delivery of consulting services. • Software . Our software business generates revenues from software licenses, software subscriptions and software maintenance as follows: • Software licenses : We recognize revenue for software license fees up front, upon delivery of the software license. • Software subscription : Subscription revenue consists of subscription fees to provide our customers access to and related support for our cloud-based solutions. We recognize subscription fees ratably over the term of the subscription, usually one to three years. Any subscription revenue paid upfront 40 that is not recognized in the current period is included in deferred revenue in our condensed consolidated balance sheet until earned. • Software maintenance : Software maintenance revenue includes fees for providing updates and technical support for software offerings. Software maintenance revenue is recognized ratably over the contract term, usually one year. • Services . Our services business generates revenues primarily from technology-driven services and professional services, which include software implementation services. Our service arrangements are time and materials, a fixed fee, or prepaid. Revenues are recognized over the time as services are performed for time and materials, and over time by estimating progress to completion for fixed fee and prepaid services. Cost of Revenues Cost of revenues consists primarily of employee-related expenses, equity-based compensation, the costs of third-party subcontractors, travel costs, distributor fees, amortization of capitalized software, and allocated overhead. We may add or expand computing infrastructure service providers, make additional investments in the availability and security of our solutions, or add resources to support our growth. Operating Expenses • Sales and Marketing . Sales and marketing expenses consist primarily of employee-related expenses, equity-based compensation, sales commissions, brand development, advertising, travel-related expenses, and industry conferences and events. We plan to continue to invest in sales and marketing to increase penetration of our existing client base and expand to new clients. • Research and Development . R&D expense consist primarily of employee-related expenses, equity-based compensation, third-party consulting, software costs, and tax credits. We plan to continue to invest in our R&D efforts to enhance and scale our software product offerings by development of new features and increased functionality. • General and Administrative . General and administrative expenses ("G&A") consist of personnel-related expenses associated with our executive, legal, finance, human resources, information technology, and other administrative functions, including salaries, benefits, bonuses, and equity-based compensation. G&A expenses also include professional fees for external legal, accounting and other consulting services, allocated overhead costs, and other general operating expenses. • Intangible Asset Amortization . Intangible asset amortization consists primarily of amortization expense related to intangible assets recorded in connection with acquisitions and amortization of capitalized software development costs. • Depreciation and Amortization Expense . Depreciation and amortization expenses consist of depreciation of property and equipment and amortization of leasehold improvements. Other Expenses • Interest Expense . Interest expense consists primarily of interest expense associated with our Credit Agreement, including amortization of debt issuance costs and discounts. • Net Other Income (Expense) . Net other income (expense) consists of miscellaneous non-operating expenses primarily comprised of interest income and foreign exchange transaction gains and losses. 41 • Provision for (Benefit from) Income Taxes . Provision for (benefit from) income taxes consists of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business. We expect income tax expense to increase over time as the Company continues to grow more profitable. Business Combinations Since 2013 and as of September 30, 2025, we have completed 21 acquisitions, of which 14 have included software or technology. Details of acquisitions that have closed since the beginning of fiscal year 2024 are provided below. We continually seek and assess a range of highly focused opportunities in our immediately addressable market and in related adjacent markets, whether through acquisitions, licenses, or partnerships. Chemaxon, Kft. ("Chemaxon") On October 1, 2024, we completed the acquisition of 100% of the equity of Chemaxon, a software company that develops leading software products for chemical structure drawing, property prediction, search, and analysis, for a total cash consideration of $96.4 million. Based on our purchase price allocation, approximately $36.0 million, $11.0 million, $2.9 million, $0.3 million, and $49.4 million of the purchase price was assigned to developed technology, customer relationships, trademark, non-compete agreement, and goodwill, respectively. The results of Chemaxon have been included in our consolidated results of operations and comprehensive income (loss) since the date of acquisition. For more information about our acquisitions, see Note 4. “Business Combinations” in the notes to the condensed consolidated financial statements. Results of Operations We have included the results of operations of acquired companies in our condensed consolidated results of operations from the date of their respective acquisitions, which impacts the comparability of our results of operations when comparing results for the three and nine months ended September 30, 2025 to the three and nine months ended September 30, 2024, respectively. Three Months Ended September 30, 2025 Versus Three Months Ended September 30, 2024 The following table summarizes our unaudited statements of operations data for the three months ended at September 30, 2025 and 2024: Revenues THREE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Software $ 43,830 $ 35,912 $ 7,918 22 % Services 60,786 58,908 1,878 3 % Total revenues $ 104,616 $ 94,820 $ 9,796 10 % 42 Total revenues increased $9.8 million, or 10%, to $104.6 million for the three months ended September 30, 2025 as compared to the same period in 2024. The overall revenue growth was primarily driven by growth from a business acquisition, which increased revenue by $5.8 million, as well as increased revenue from our technology-enabled services and software product offerings, driven by strong demand from existing customers, expansion of relationships with existing customers and new customers. Software revenues increased $7.9 million, or 22%, to $43.8 million for the three months ended September 30, 2025 as compared to the same period in 2024, primarily driven by growth from a business acquisition, which increased revenue by $5.6 million, as well as strong demand within existing customers and expansion of relationships with existing customers. Services revenues increased $1.9 million, or 3%, to $60.8 million for the three months ended September 30, 2025 as compared to the same period in 2024, primarily attributed to continued growth in technology-enabled services with existing and new customers. Cost of Revenues THREE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Cost of revenues $ 39,718 $ 37,189 $ 2,529 7 % % of total revenues 38 % 39 % Cost of revenues increased $2.5 million, or 7%, to $39.7 million for the three months ended September 30, 2025 as compared to the same period in 2024. The increase was primarily due to a $1.2 million increase in intangible assets amortization, a $0.7 million increase in professional and consulting expense, a $0.7 million increase in license cost, and a $0.2 million increase in equipment and software expense, partially offset by a $0.4 million decrease in employee-related costs. Sales and Marketing Expenses THREE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Sales and marketing $ 12,998 $ 11,347 $ 1,651 15 % % of total revenues 12 % 12 % Sales and marketing expenses increased by $1.7 million, or 15%, to $13.0 million for the three months ended September 30, 2025 as compared to the same period in 2024. Sales and marketing expenses increased primarily due to a $1.7 million increase in employee-related costs mainly resulting from head count growth driven by acquisitions along with investment to build the commercial organization, and a $0.3 million increase in stock-based compensation costs, partially offset by a $0.2 million decrease in marketing expense and a $0.2 million decrease in commission expense. 43 Research and Development Expenses THREE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Research and development $ 10,266 $ 8,271 $ 1,995 24 % % of total revenues 10 % 9 % Research and development expenses increased by $2.0 million, or 24%, to $10.3 million for the three months ended September 30, 2025 as compared to the same period in 2024. The increase in research and development expenses was primarily due to a $3.5 million increase in employee-related costs mainly resulting from head count growth associated with investments in software development, including AI integration across our product portfolio, and a $0.2 million increase in professional and consulting expense, partially offset by a $1.2 million increase in capitalized cost in R&D, a $0.2 million decrease in stock-based compensation costs, and a $0.2 million decrease in license cost. General and Administrative Expenses THREE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) General and administrative $ 24,647 $ 22,030 $ 2,617 12 % % of total revenues 24 % 23 % General and administrative expenses increased by $2.6 million, or 12%, to $24.6 million for the three months ended September 30, 2025 as compared to the same period in 2024. The increase in general and administrative expenses was primarily due to a $1.3 million increase in stock-based compensation costs, a $0.7 million increase in equipment and software expense, a $0.7 million increase in provision for credit allowance, a $0.5 million increase in miscellaneous operation expenses, a $0.3 million increase in employee-related costs, a $0.3 million reduction related to remeasurement changes in the fair value of contingent consideration, and a $0.2 million increase in public company and transaction expenses, partially offset by a $1.2 million decrease in lease abandonment expense, and a $0.2 million decrease in executive recruiting expense. Depreciation and Amortization THREE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Depreciation and amortization $ 13,982 $ 13,389 $ 593 4 % % of total revenues 13 % 14 % Amortization and depreciation expense increased by $0.6 million, or 4%, to $14.0 million for the three months ended September 30, 2025 as compared to the same period in 2024. The increase in depreciation and amortization expense was primarily due to a $0.7 million net increase in intangible assets amortization, which included a $1.3 million increase in amortization of capitalized software, partially offset by a $0.5 million decrease in amortization of acquired intangible assets. In addition, depreciation expense for fixed assets 44 decreased $0.1 million, primarily due to a $0.1 million decrease in depreciation of computer equipment and furniture and fixture. Interest Expense THREE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Interest expense $ 5,011 $ 5,187 $ (176) (3) % % of total revenues 5 % 5 % Interest expense decreased by $0.2 million, or 3%, to $5.0 million for the three months ended September 30, 2025, as compared to the same period in 2024. The change in interest expense was primarily due to a $0.8 million decrease in interest from our floating rate term loan debt, primarily due to a decline in market interest rates and a reduced base margin rate resulting from the refinancing of the term loan, and a $0.1 million decrease in other various items, partially offset by a $0.8 million decrease in gain from our interest swap hedge activities. Net Other Income THREE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Net other (income) expense $ (1,739) $ (932) $ (807) 87 % % of total revenues (2) % (1) % Net other income increased by $0.8 million to $1.7 million for the three months ended September 30, 2025 as compared to the same period in 2024. The increase in net other income was primarily due to a $2.7 million increase in gain from remeasurement related to the fluctuation of the foreign currency rate, partially offset by a $1.3 million decrease in interest income, and a $0.6 million increase in other expense. Benefits from Income Taxes THREE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Benefits from income taxes $ (1,792) $ (290) $ (1,502) 518 % Effective income tax rate 671 % 17 % Our income tax benefit was $1.8 million, resulting in an effective income tax rate of 671% for the three months ended September 30, 2025 as compared to an income tax benefit of $0.3 million, or an effective income tax rate of 17%, for the same period in 2024. Our income tax benefit for the three months ended September 30, 2025 and 2024 was primarily due to the tax effects of U.S. pre-tax income, the relative mix of domestic and international earnings, the impact of non-deductible items, adjustments to the valuation allowances, the effects of tax elections made for U.K. earnings, and discrete tax items. 45 Net Income (Loss) THREE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Net income (loss) $ 1,525 $ (1,371) $ 2,896 211 % Net income was $1.5 million representing a $2.9 million increase in net income for the three months ended September 30, 2025 as compared to a net loss of $1.4 million for the same period of 2024. The increase in net income was primarily due to a $9.8 million increase in revenue, a $1.5 million increase in tax benefit, and a $1.0 million decrease in total other net expense, partially offset by a $6.9 million increase in operating expenses, and a $2.5 million increase in cost of revenue. Nine Months Ended September 30, 2025 Versus Nine Months Ended September 30, 2024 The following table summarizes our unaudited statements of operations data for the nine months ended September 30, 2025 and 2024: Revenues NINE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Software $ 136,894 $ 113,426 $ 23,468 21 % Services 178,296 171,361 6,935 4 % Total revenues $ 315,190 $ 284,787 $ 30,403 11 % Total revenues increased $30.4 million, or 11%, to $315.2 million for the nine months ended September 30, 2025 as compared to the same period in 2024. The overall revenue growth was primarily driven by growth from a business acquisition, which increased revenue by $17.0 million, as well as increased revenue from our technology-enabled services and software product offerings, driven by strong demand from existing customers, expansion of relationships with existing customers and new customers. Software revenues increased $23.5 million, or 21%, to $136.9 million for the nine months ended September 30, 2025 as compared to the same period in 2024, primarily driven by growth from a business acquisition, which increased revenue by $16.2 million, as well as strong demand within existing customers, and expansion of relationships with existing customers. Services revenues increased $6.9 million, or 4%, to $178.3 million for the nine months ended September 30, 2025 as compared to the same period in 2024, primarily attributed to continued growth in technology-enabled services with existing and new customers. 46 Cost of Revenues NINE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Cost of revenues $ 121,955 $ 116,253 $ 5,702 5 % % of total revenues 39 % 41 % Cost of revenues increased $5.7 million, or 5%, to $122.0 million for the nine months ended September 30, 2025 as compared to the same period in 2024. The increase was primarily due to a $3.7 million increase in intangible assets amortization, a $2.4 million increase in license and service cost, a $1.5 million increase in professional and consulting expense, a $0.5 million increase related to executive recruiting expenses, and a $0.5 million increase in equipment and software expense, partially offset by a $1.7 million decrease in employee related costs and a $1.2 million decrease in stock-based compensation costs. Sales and Marketing Expenses NINE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Sales and marketing $ 39,704 $ 34,247 $ 5,457 16 % % of total revenues 13 % 12 % Sales and marketing expenses increased by $5.5 million, or 16%, to $39.7 million for the nine months ended September 30, 2025 as compared to the same period in 2024. Sales and marketing expenses increased primarily due to a $5.1 million increase in employee-related costs mainly resulting from head count growth driven by investment to build the commercial organization along with acquisitions, a $0.6 million increase in stock-based compensation costs, and a $0.3 million increase in equipment and software expense, partially offset by a $0.2 million decrease in travel related expenses, a $0.2 million decrease in professional and consulting expense, and a $0.1 million decrease in marketing expense. Research and Development Expenses NINE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Research and development $ 29,760 $ 29,333 $ 427 1 % % of total revenues 9 % 10 % Research and development expenses increased by $0.4 million, or 1%, to $29.8 million for the nine months ended September 30, 2025 as compared to the same period in 2024. The increase in research and development expenses was primarily due to a $7.6 million increase in employee-related costs, mainly resulting from head count growth associated with investments in software development, including AI integration across our product portfolio, partially offset by a $4.8 million increase in capitalized cost in R&D, reflecting strategic investments, a $1.6 million decrease in stock-based compensation costs, a $0.6 million decrease in licensing cost, and a $0.1 million decrease in professional and consulting expense. 47 General and Administrative Expenses NINE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) General and administrative $ 61,487 $ 73,080 $ (11,593) (16) % % of total revenues 20 % 26 % General and administrative expenses decreased by $11.6 million, or 16%, to $61.5 million for the nine months ended September 30, 2025 as compared to the same period in 2024. The decrease in general and administrative expenses was primarily due to a $11.3 million decrease related to remeasurement changes in the fair value of contingent consideration, a $2.4 million decrease in transaction costs primarily due to significant refinancing expenses for a term loan and revolving line of credit incurred in the same period of the prior year, a $2.0 million decrease in lease abandonment expense, a $0.8 million decrease in merger and acquisition cost, and a $0.5 million decrease in executive recruiting expense, partially offset by a $2.3 million increase in professional and consulting expense, a $1.6 million increase in equipment and software expense, a $0.6 million increase in miscellaneous operation expenses, a $0.4 million increase in facility and lease related expenses, a $0.3 million increase in public company expense, a $0.3 million increase in provision for credit allowance, and a $0.3 million increase in travel related expense. Depreciation and Amortization NINE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Depreciation and amortization $ 42,104 $ 39,608 $ 2,496 6 % % of total revenues 13 % 14 % Amortization and depreciation expense increased by $2.5 million, or 6%, to $42.1 million for the nine months ended September 30, 2025 as compared to the same period in 2024. The increase in depreciation and amortization expense was primarily due to a net $2.7 million increase in intangible assets amortization, which included a $4.4 million increase in amortization of capitalized software, partially offset by a $1.7 million decrease in amortization of acquired intangible assets. In addition, depreciation expense for fixed assets decreased $0.2 million, primarily due to a $0.2 million decrease in depreciation of furniture and fixture, as well as leasehold improvements. Interest Expense NINE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Interest expense $ 14,619 $ 16,516 $ (1,897) (11) % % of total revenues 5 % 6 % Interest expense decreased by $1.9 million, or 11%, to $14.6 million for the nine months ended September 30, 2025, as compared to the same period in 2024. The change in interest expense was primarily due to a $3.4 million decrease in interest from our floating rate term loan debt, primarily due to a decline in market interest 48 rates and a reduced base margin rate resulting from the refinancing of the term loan, and a $0.5 million decrease related to the amortization of debt issuance cost, partially offset by a $1.9 million decrease in gain from our interest swap hedge activities. Net Other Income NINE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Net other (income) expense $ (4,965) $ (4,886) $ (79) 2 % % of total revenues (2) % (2) % Net other income increased by $0.1 million to $5.0 million for the nine months ended September 30, 2025 as compared to the same period in 2024. The increase in net other income was primarily due to a $4.3 million increase in gain from remeasurement related to the fluctuation of the foreign currency rate, partially offset by a $3.5 million decrease in interest income and a $0.7 million increase in other expense. Provision (Benefit) for Income Taxes NINE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Provision (Benefit) for income taxes $ 6,226 $ (736) $ 6,962 (946) % Effective income tax rate 59 % 4 % Our income tax expense was $6.2 million, resulting in an effective income tax rate of 59% for the nine months ended September 30, 2025, as compared to an income tax benefit of $0.7 million, or an effective income tax rate of 4%, for the same period in 2024. Our income tax expense for the nine months ended September 30, 2025 and 2024 was primarily due to the tax effects of U.S. pre-tax income, the relative mix of domestic and international earnings, the impact of non-deductible items, adjustments to the valuation allowances, the effects of tax elections made for U.K. earnings, and discrete tax items. Net Income (Loss) NINE MONTHS ENDED SEPTEMBER 30, CHANGE 2025 2024 $ % (in thousands) Net income (loss) $ 4,300 $ (18,628) $ 22,928 123 % Net income was $4.3 million representing a $22.9 million increase in net income for the nine months ended September 30, 2025 as compared to a net loss of $18.6 million for the same period of 2024. The increase in net income was primarily due to a $30.4 million increase in revenue, a $3.2 million decrease in operating expenses, a $1.9 million decrease in interest expense, partially offset by an $7.0 million increase in tax expense and a $5.7 million increase in cost of revenue. 49 Liquidity and Capital Resources We have consistently generated positive cash flow from operations, providing $67.5 million and $31.1 million as a source of funds for the nine months ended September 30, 2025 and 2024, respectively. Our additional liquidity comes from several sources: maintaining adequate balances of cash and cash equivalents, issuing common stock, and accessing credit facilities and revolving lines of credit. The following table provides a summary of the major sources of liquidity for the nine- and 12-month periods ended at September 30, 2025 and December 31, 2024 and as of September 30, 2025 and December 31, 2024. SEPTEMBER 30, 2025 DECEMBER 31, 2024 (dollars in thousands) Net cash from operating activities (a) 67,508 80,466 Cash and cash equivalents (b) 172,711 179,183 Term loan credit facilities 296,250 298,500 Revolving line of credit 100,000 100,000 ___________________________________ (a) Net cash from operating activities for nine months ended September 30, 2025 and twelve months ended December 31, 2024. (b) Cash balances as of September 30, 2025 and December 31, 2024 included $71.7 million and $45.8 million in cash and cash equivalents, respectively, held outside of the United States. On April 11, 2025, our Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $100.0 million of its common stock. During the nine months ended September 30, 2025, we repurchased 3,023,677 shares of our common stock for a total purchase price and fees of $38.7 million. As of September 30, 2025, approximately $61.3 million net after fees, remained available under the stock repurchase program. Our other material cash requirements from known contractual obligations are principal and interest payments on long term debt. We also have future cash obligations of $16.2 million for lease contracts, which have remaining terms of one to nine years. The principal amount of long-term debt outstanding as of September 30, 2025 matures in the following years: Remainder of 2025 2026 2027 2028 2029 Thereafter TOTAL (in thousands) Maturities $ 750 $ 3,000 $ 3,000 $ 3,000 $ 3,000 $ 283,500 $ 296,250 We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. We believe our existing sources of liquidity will be sufficient to meet our working capital, capital expenditures, and contractual obligations for the foreseeable future. Our expected primary uses on a short-term and long-term basis are for repayment of debt, interest payments, working capital, capital expenditures, geographic or service offering expansion, acquisitions, investments, and other general corporate purposes. We believe we will meet short-term and long-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash balances, and potential future equity or debt transactions. Our future capital requirements, however, will depend on many factors, including funding for potential acquisitions, investments, and other growth and strategic opportunities, which could increase our cash requirements. While we believe we have, and will be able to generate, sufficient liquidity to fund our operations 50 for the foreseeable future, our sources of liquidity could be affected by factors described under “Risk Factors” in our 2024 Annual Report. Cash Flows The following table presents a summary of our cash flows for the periods shown: NINE MONTHS ENDED SEPTEMBER 30, 2025 2024 (in thousands) Net cash provided by operating activities $ 67,508 $ 31,097 Net cash used in investing activities (19,527) (15,205) Net cash used in financing activities (59,173) (19,707) Effect of foreign exchange rate changes on cash and cash equivalents, and restricted cash 4,720 1,887 Net increase (decrease) in cash and cash equivalents, and restricted cash $ (6,472) $ (1,928) Cash paid for interest $ 10,456 $ 11,171 Cash paid for income taxes $ 8,769 $ 11,630 Operating Activities Our cash flows from operating activities primarily include net income adjusted for (i) non-cash items included in net income, such as provisions (recoveries) for credit losses, depreciation and amortization, stock-based compensation, deferred taxes, and other non-cash items and (ii) changes in the balances of operating assets and liabilities. Net cash provided by operating activities in the first nine months of 2025 was $67.5 million, compared to $31.1 million in the same period of 2024. The $36.4 million increase in cash from operating activities was primarily driven by an increase in cash-adjusted net income, a decrease in accounts receivable, a decrease in cash outflow in accrued expenses and other liabilities, and lower cash outflows related to prepaid and other assets, partially offset by lower cash inflows from deferred revenues. Investing Activities Net cash used in investing activities in the first nine months of 2025 was $19.5 million, an increase of $4.3 million, compared to $15.2 million in the same period of 2024. The change in investing activities was primarily due to a $4.8 million increase in cash utilized in capitalized software development costs to support our growth and a $0.5 million decrease in cash outflow for capital expenditure. Financing Activities Net cash used by financing activities in the first nine months of 2025 was $59.2 million, compared to $19.7 million in the same period of 2024. The $39.5 million increase in cash outflow in financing activities was primarily due to a $38.7 million increase in cash used in connection with repurchasing the Company's common stock, a $6.3 million decrease in cash inflow from debt refinancing activities, and a $0.7 million increase in prepayments on term loan debt, partially offset by a $3.1 million decrease in cash payments associated with share awards vested and withheld for payroll tax, a $1.9 million decrease in cash payments for contingent consideration related to a business acquisition, and a $1.2 million decrease in payment for debt refinancing fees. 51 Indebtedness We have been a party to a Credit Agreement since August 2017 that provides for a senior secured term loan and commitments under a revolving credit facility (as amended, the “Credit Agreement”). On June 26, 2024, we entered into the Fifth Amendment to the Credit Agreement (the “Amendment”), which primarily (1) amended the principal amount of the term loan to $300.0 million and the maturity date to June 26, 2031; and (2) extended the termination date associated with the $100.0 million revolving credit commitment to June 26, 2029. The term loan under this Amendment has substantially the same terms as the existing term loans and revolving credit commitments. Borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the election of the Borrowers, either (i) the Term SOFR rate, with a floor of 0.00% plus an applicable margin rate of 3.00% for the Term Loans and between 3.50% and 2.75% for loans under the Revolving Facility, depending on the applicable first lien leverage ratio or (ii) an Alternate Base Rate (“ABR”), with a floor of 1.00%, plus an applicable margin rate of 2.00% for the Term Loans or between 2.50% and 1.75% for loans under the Revolving Facility, depending on the applicable first lien leverage ratio. The ABR is determined as the greatest of (a) the prime rate, (b) the federal funds effective rate, plus 0.50% and (iii) the Term SOFR rate plus 1.00%. Additionally, we are obligated to pay a commitment fee on the unused amount and other customary fees. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured on a first lien basis, subject to certain exceptions, by substantially all of our assets and the assets of the other guarantors. As of September 30, 2025, we were in compliance with the covenants of the Credit Agreement. Additionally, in October 2025, the Company entered into a Sixth Amendment to its Credit Agreement, which, among other changes, reduces the applicable rate for existing term loans. For further details on the Sixth Amendment, see Note 14, “Subsequent Event”. As of September 30, 2025, we had $296.3 million of outstanding borrowings on the term loan, and $100.0 million of availability under the revolving credit facility under the Credit Agreement. Contractual Obligations and Commercial Commitments There have been no material changes to our contractual obligations during the nine months ended September 30, 2025 from those disclosed in our 2024 Annual Report, except for payments made in the ordinary course of business. Income Taxes We recorded income tax expense of $6.2 million for the nine months ended September 30, 2025 and income tax benefit $0.7 million for the nine months ended September 30, 2024. As of September 30, 2025, we had federal and state NOLs of approximately $6.2 million and $4.9 million, respectively, which are available to reduce future taxable income and expire between 2035 and 2036 and 2029 and 2040, respectively. We had federal R&D tax credit carryforwards of approximately $0.3 million to offset future income taxes, which expire between 2027 and 2048. We also had foreign tax credits of approximately $11 million, which will start to expire in 2027. These carryforwards that may be utilized in a future period may be subject to limitations based upon changes in the ownership of our stock in a future period. Additionally, we carried forward foreign NOLs of approximately $78.6 million which will start to expire in 2025, foreign research and development credits of $0.3 million which expire in 2029, and Canadian investment tax credits of approximately $3.9 million which expire between 2032 and 2042. Our carryforwards are subject to review and possible adjustment by the appropriate taxing authorities. 52 As required by Accounting Standards Codification (‘‘ASC’’) Topic 740, Income Taxes, our management has evaluated the positive and negative evidence bearing upon the realizability of our deferred tax assets, which are composed principally of NOL carryforwards, Section 174 carryforwards, investment tax credit carryforward, and foreign tax credit carryforwards. Management has determined that it is more likely than not that we will not realize the benefits of foreign tax credit carryforwards. At the foreign subsidiaries, management has determined that it is more likely than not that we will not realize the benefits of certain NOL carryforwards. As a result, a valuation allowance of $24 million is recorded at December 31, 2024. As of September 30, 2025, the valuation allowance remained unchanged from December 31, 2024. On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (the “OBBBA”), which includes changes to U.S. tax law such as significant amendments to the U.S. federal income tax code. Key provisions include the permanent reinstatement of immediate expensing for domestic research expenditures, the restoration of full expensing for qualified machinery, equipment and other short-lived assets, and several modifications to existing international tax provisions. These provisions were enacted subsequent to the end of third quarter of 2025 and therefore are not reflected in the accompanying condensed consolidated financial statements. The Company is in the process of evaluating the impact of the OBBBA. Off-Balance Sheet Arrangements During the periods presented, we did not have, and currently do not have, any off-balance sheet arrangements, as defined under the rules and regulations of the SEC, that have, or are reasonably likely to have, a material effect on our current or future financial condition, results of operations, liquidity, capital expenditures, or capital resources. Critical Accounting Estimates Our accounting policies are more fully described in Note 2 “Summary of Significant Accounting Policies,” in our audited consolidated financial statements included in our 2024 Annual Report. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We monitor estimates and assumptions on a continuous basis and update these estimates and assumptions as facts and circumstances change and new information is obtained. Actual results could differ materially from those estimates and assumptions. We discussed the accounting policies that we believe are most critical to the portrayal of our results of operations and financial condition and require management’s most difficult, subjective, and complex judgments in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our 2024 Annual Report. There were no significant changes to our critical accounting estimates during the three months ended September 30, 2025. Recently Adopted and Issued Accounting Standards We have reviewed all recently issued standards and have determined that, other than as disclosed in Note 2.“Summary of Significant Accounting Policies” to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report, such standards will not have a material impact on our condensed consolidated financial statements or do not otherwise apply to our operations. 53 Item 3. Quantitative and Qualitative Disclosures About Market Risk For information regarding our exposure to certain market risks, see “Quantitative and Qualitative Disclosures about Market Risk,” in Part II, Item 7A of the Company’s 2024 Annual Report. There were no material changes to the Company’s market risk exposure during the nine months ended September 30, 2025.