Item 1. Financial Statements
Item 1. Financial Statements
Page
Condensed Consolidated Balance Sheets
1
Condensed Consolidated Statements of Operations
2
Condensed Consolidated Statements of Comprehensive Loss
3
Condensed Consolidated Statements of Stockholders’ Equity
4
Condensed Consolidated Statements of Cash Flows
6
Notes to Condensed Consolidated Financial Statements
7
Note 1. Description of Business
7
Note 2. Summary of Significant Accounting Policies
7
Note 3. Revenues
9
Note 4. Business Combinations
9
Note 5. Goodwill and Intangible Assets
10
Note 6. Fair Value Measurements
11
Note 7. Internal-Use Software Costs
13
Note 8. Leases
14
Note 9. Commitments and Contingencies
14
Note 10. Debt
15
Note 11. Stockholders' Equity and Stock-Based Compensation
16
Note 12. Income Taxes
17
Note 13. Net Loss Per Share
18
Note 14. Subsequent Events
18
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, particularly in the sections captioned “Risk Factors” under Part II, Item 1A, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part I, Item 2, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, potential acquisitions, market growth and trends, and our objectives for future operations, are forward-looking statements. You can identify these forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” or “would,” or the negative version of those words or other comparable words. Any forward-looking statements contained in this Quarterly Report on Form 10-Q are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy, and liquidity. Accordingly, there are, or will be, important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to:
• our ability to continue our growth at or near historical rates;
• our future financial performance and ability to be profitable;
• the effect of global events on the United States (“U.S.”) and global economies, our business, our employees, our results of operations, our financial condition, demand for our products, sales and implementation cycles, and the health of our clients’ and partners’ businesses;
• our ability to prevent and respond to data breaches, unauthorized access to client data or other disruptions of our solutions;
• our ability to effectively manage U.S. and global market and economic conditions, including inflationary pressures, economic and market downturns and volatility in the financial services industry, particularly adverse to our targeted industries;
• the length and variability of our sales cycle;
• our ability to attract and retain clients;
• our ability to attract and retain talent;
• our ability to compete in highly competitive markets, including artificial intelligence (“AI”) products;
• our ability to manage additional complexity, burdens, and volatility in connection with our international sales and operations;
• the successful assimilation or integration of the businesses, technologies, services, products, personnel or operations of acquired companies;
• our ability to incur indebtedness in the future and the effect of conditions in credit markets;
• the sufficiency of our cash and cash equivalents to meet our liquidity needs; and
• our ability to maintain, protect, and enhance our intellectual property rights.
These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should read the section titled “Risk Factors” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report on Form 10-Q will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
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PART I—FIN ANCIAL INFORMATION
Item 1. Fi nancial Statements
INTAPP, INC.
CONDENSED CONSOLIDA TED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
March 31, 2025
June 30, 2024
Assets
Current assets:
Cash and cash equivalents
$
323,206
$
208,370
Restricted cash
200
200
Accounts receivable, net of allowance of $ 691 and $ 1,406 as of March 31, 2025 and June 30, 2024, respectively
61,011
95,103
Unbilled receivables, net
17,566
13,300
Other receivables, net
5,415
2,743
Prepaid expenses
11,425
9,031
Deferred commissions, current
14,157
13,907
Total current assets
432,980
342,654
Property and equipment, net
21,091
18,944
Operating lease right-of-use assets
17,198
21,382
Goodwill
286,159
285,969
Intangible assets, net
31,642
40,293
Deferred commissions, noncurrent
17,549
18,495
Other assets
6,886
5,262
Total assets
$
813,505
$
732,999
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
$
14,746
$
13,348
Accrued compensation
40,067
42,066
Accrued expenses
10,740
12,040
Deferred revenue, net
220,417
218,923
Other current liabilities
11,347
14,270
Total current liabilities
297,317
300,647
Deferred tax liabilities
953
1,336
Deferred revenue, noncurrent
2,061
3,563
Operating lease liabilities, noncurrent
16,624
19,605
Other liabilities
4,250
4,610
Total liabilities
321,205
329,761
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $ 0.001 par value per share, 50,000 shares authorized; no shares issued or outstanding as of March 31, 2025 and June 30, 2024, respectively
—
—
Common stock, $ 0.001 par value per share, 700,000 shares authorized; 80,581 and 74,624 shares issued and outstanding as of March 31, 2025 and June 30, 2024, respectively
81
75
Additional paid-in capital
998,236
891,681
Accumulated other comprehensive loss
( 1,146
)
( 1,336
)
Accumulated deficit
( 504,871
)
( 487,182
)
Total stockholders’ equity
492,300
403,238
Total liabilities and stockholders’ equity
$
813,505
$
732,999
See accompanying notes to unaudited condensed consolidated financial statements.
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INTAPP, INC.
CONDENSED CONSOLIDATED S TATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended March 31,
Nine Months Ended March 31,
2025
2024
2025
2024
Revenues
SaaS
$
84,910
$
66,391
$
241,762
$
188,421
License
31,684
30,946
88,193
87,132
Professional services
12,473
13,302
39,126
40,594
Total revenues
129,067
110,639
369,081
316,147
Cost of revenues
SaaS
16,897
13,355
48,507
38,876
License
1,511
1,547
4,893
4,855
Professional services
14,253
15,679
43,666
49,192
Total cost of revenues
32,661
30,581
97,066
92,923
Gross profit
96,406
80,058
272,015
223,224
Operating expenses:
Research and development
34,089
27,319
99,841
83,796
Sales and marketing
42,258
35,256
120,809
104,944
General and administrative
25,761
24,929
74,507
66,977
Total operating expenses
102,108
87,504
295,157
255,717
Operating loss
( 5,702
)
( 7,446
)
( 23,142
)
( 32,493
)
Interest and other income, net
3,384
758
6,604
1,872
Net loss before income taxes
( 2,318
)
( 6,688
)
( 16,538
)
( 30,621
)
Income tax expense
( 634
)
( 202
)
( 1,151
)
( 803
)
Net loss
$
( 2,952
)
$
( 6,890
)
$
( 17,689
)
$
( 31,424
)
Net loss per share, basic and diluted
$
( 0.04
)
$
( 0.09
)
$
( 0.23
)
$
( 0.44
)
Weighted-average shares used to compute net loss per share, basic and diluted
79,890
72,634
77,856
70,690
See accompanying notes to unaudited condensed consolidated financial statements.
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INTAPP, INC.
CONDENSED CONSOLIDATED STATE MENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
Three Months Ended March 31,
Nine Months Ended March 31,
2025
2024
2025
2024
Net loss
$
( 2,952
)
$
( 6,890
)
$
( 17,689
)
$
( 31,424
)
Other comprehensive income (loss):
Foreign currency translation adjustments
255
( 72
)
190
( 11
)
Other comprehensive income (loss):
255
( 72
)
190
( 11
)
Comprehensive loss
$
( 2,697
)
$
( 6,962
)
$
( 17,499
)
$
( 31,435
)
See accompanying notes to unaudited condensed consolidated financial statements.
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INTAPP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
Three Months Ended March 31, 2025
Common Stock
Additional
Paid-in
Accumulated
Other
Comprehensive
Accumulated
Total Stockholders'
Shares
Amount
Capital
(Loss)/ Income
Deficit
Equity
Balance as of December 31, 2024
79,234
$
79
$
971,631
$
( 1,401
)
$
( 501,919
)
$
468,390
Issuance of common stock upon exercise of stock options
505
1
3,554
—
—
3,555
Vesting of performance stock units and restricted stock units
842
1
( 1
)
—
—
—
Stock-based compensation
—
—
23,052
—
—
23,052
Foreign currency translation adjustments
—
—
—
255
—
255
Net loss
—
—
—
—
( 2,952
)
( 2,952
)
Balance as of March 31, 2025
80,581
$
81
$
998,236
$
( 1,146
)
$
( 504,871
)
$
492,300
Three Months Ended March 31, 2024
Common Stock
Additional
Paid-in
Accumulated
Other
Comprehensive
Accumulated
Total Stockholders'
Shares
Amount
Capital
Loss
Deficit
Equity
Balance as of December 31, 2023
71,941
$
72
$
852,558
$
( 1,278
)
$
( 479,695
)
$
371,657
Issuance of common stock upon exercise of stock options
882
—
7,251
—
—
7,251
Vesting of performance stock units and restricted stock units
563
1
( 1
)
—
—
—
Stock-based compensation
—
—
14,026
—
—
14,026
Foreign currency translation adjustments
—
—
—
( 72
)
—
( 72
)
Net loss
—
—
—
—
( 6,890
)
( 6,890
)
Balance as of March 31, 2024
73,386
$
73
$
873,834
$
( 1,350
)
$
( 486,585
)
$
385,972
See accompanying notes to unaudited condensed consolidated financial statements.
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INTAPP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
Nine Months Ended March 31, 2025
Common stock
Additional
Paid-in
Accumulated
Other
Comprehensive
Accumulated
Total Stockholders'
Shares
Amount
Capital
(Loss)/ Income
Deficit
Equity
Balance as of June 30, 2024
74,624
$
75
$
891,681
$
( 1,336
)
$
( 487,182
)
$
403,238
Issuance of common stock upon exercise of stock options
3,666
4
36,135
—
—
36,139
Vesting of performance stock units and restricted stock units
2,224
2
( 2
)
—
—
—
Issuance of common stock under employee stock purchase plan
67
—
1,970
—
—
1,970
Stock-based compensation
—
—
68,452
—
—
68,452
Foreign currency translation adjustments
—
—
—
190
—
190
Net loss
—
—
—
—
( 17,689
)
( 17,689
)
Balance as of March 31, 2025
80,581
$
81
$
998,236
$
( 1,146
)
$
( 504,871
)
$
492,300
Nine Months Ended March 31, 2024
Common Stock
Additional
Paid-in
Accumulated
Other
Comprehensive
Accumulated
Total Stockholders'
Shares
Amount
Capital
Loss
Deficit
Equity
Balance as of June 30, 2023
68,574
$
69
$
797,639
$
( 1,339
)
$
( 455,161
)
$
341,208
Issuance of common stock upon exercise of stock options
2,523
2
25,185
—
—
25,187
Vesting of performance stock units and restricted stock units
2,208
2
( 2
)
—
—
—
Issuance of common stock under employee stock purchase plan
81
—
1,725
—
—
1,725
Stock-based compensation
—
—
49,291
—
—
49,291
Issuance of common stock upon follow-on offering, net of offering costs of $ 1,569
—
—
( 4
)
—
—
( 4
)
Foreign currency translation adjustments
—
—
—
( 11
)
—
( 11
)
Net loss
—
—
—
—
( 31,424
)
( 31,424
)
Balance as of March 31, 2024
73,386
$
73
$
873,834
$
( 1,350
)
$
( 486,585
)
$
385,972
See accompanying notes to unaudited condensed consolidated financial statements.
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INTAPP, INC.
CONDENSED CONSOLIDATED S TATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended March 31,
2025
2024
Cash Flows from Operating Activities:
Net loss
$
( 17,689
)
$
( 31,424
)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
12,992
12,006
Amortization of operating lease right-of-use assets
3,786
3,522
Accounts receivable allowances
1,492
2,795
Stock-based compensation
68,115
49,291
Change in fair value of contingent consideration
( 1,004
)
( 1,725
)
Deferred income taxes
( 385
)
( 324
)
Other
336
115
Changes in operating assets and liabilities:
Accounts receivable
31,438
10,101
Unbilled receivables, current
( 4,266
)
( 5,804
)
Prepaid expenses and other assets
( 6,701
)
( 4,135
)
Deferred commissions
696
( 1,764
)
Accounts payable and accrued liabilities
( 1,192
)
6,266
Deferred revenue, net
( 8
)
4,933
Operating lease liabilities
( 3,684
)
( 3,483
)
Other liabilities
1,260
( 218
)
Net cash provided by operating activities
85,186
40,152
Cash Flows from Investing Activities:
Purchases of property and equipment
( 795
)
( 1,728
)
Capitalized internal-use software costs
( 5,495
)
( 5,217
)
Business combinations, net of cash acquired
( 897
)
—
Net cash used in investing activities
( 7,187
)
( 6,945
)
Cash Flows from Financing Activities:
Payments for deferred offering costs
—
( 781
)
Proceeds from stock option exercises
36,139
25,187
Proceeds from employee stock purchase plan
1,970
1,725
Payments of deferred contingent consideration and holdback associated with acquisitions
( 2,410
)
( 2,551
)
Net cash provided by financing activities
35,699
23,580
Effect of foreign currency exchange rate changes on cash and cash equivalents
1,138
( 346
)
Net increase in cash, cash equivalents and restricted cash
114,836
56,441
Cash, cash equivalents and restricted cash - beginning of period
208,570
131,185
Cash, cash equivalents and restricted cash - end of period
$
323,406
$
187,626
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents
$
323,206
$
187,426
Restricted cash
200
$
200
Total cash, cash equivalents and restricted cash
$
323,406
$
187,626
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest
$
—
$
1
Cash paid for income taxes, net of tax refunds
$
2,460
$
1,715
Non-cash investing and financing activities:
Purchases of property and equipment in accounts payable and accrued liabilities
$
183
$
402
Capitalized internal-use software costs in accounts payable and accrued liabilities
$
751
$
—
Deferred consideration and acquisition holdbacks in accounts payable, accrued and other liabilities
$
2,639
$
—
Fair value of contingent consideration in accrued and other liabilities
$
397
$
—
Stock-based compensation expense capitalized in internal-use software costs, net
$
233
$
—
See accompanying notes to unaudited condensed consolidated financial statements.
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Intapp, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Business
Intapp, Inc. (“Intapp” or the “Company”) is a leading global provider of AI-powered solutions for professionals at advisory, capital markets and legal firms. The Company empowers the world’s premier accounting, consulting, investment banking, legal, private capital and real assets firms with the technology they need to operate more competitively, deliver timely insights to their professionals, and meet rapidly changing client, investor, and regulatory requirements. Using the power of Applied AI, its purpose-built vertical software as a service (“SaaS”) solutions accelerate the flow of information firmwide, activate expertise, empower teams, strengthen client relationships, manage risk, and help firms adapt more quickly in a highly complex ecosystem. The Company serves clients primarily in the United States (“U.S.”) and the United Kingdom (“U.K.”). References to “the Company,” “us,” “we,” or “our” in these unaudited condensed consolidated financial statements refer to the consolidated operations of Intapp and its consolidated subsidiaries.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on August 26, 2024. The unaudited condensed consolidated financial statements include accounts of the Company and its consolidated subsidiaries, after eliminating all inter-company transactions and balances.
The interim unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal and recurring adjustments, necessary to state fairly the Company’s financial condition, its operations and cash flows for the periods presented. The historical results are not necessarily indicative of future results, and the results of operations for the three and nine months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year or any other period.
Certain prior period amounts reported in our unaudited condensed consolidated financial statements and notes thereto have been reclassified to conform to the current year presentation. Effective July 1, 2024, the Company adjusted the classification of support services related to subscription license to be included within “license” on the unaudited condensed consolidated statements of operations. Prior to July 1, 2024, support services related to subscription license was included in a line item entitled “SaaS and Support.” The presentation of cost of revenues has been conformed to reflect the changes related to the presentation of revenues. Such reclassifications related to the presentation of revenues and cost of revenues did not affect total revenues, operating income, or net income. There was no change to the Company's revenue recognition policy, except for the change in classification noted herein.
Accordingly, effective July 1, 2024, SaaS revenues include subscription fees from clients accessing our SaaS solutions, premium support services related to SaaS, and updates, if any, to the subscribed service during the subscription term. The Company recognizes SaaS revenues ratably over the contract term beginning on the commencement date of each contract, which is the date when the Company’s service is available to clients. License revenues include subscription fees from providing clients with the right to functional intellectual property where clients can benefit from the subscription licenses on their own and support services related to the licenses, which entitles clients to receive technical support and software updates, on a when and if available basis. The Company recognizes license revenues related to subscription fees at a point in time when control of the term software application is transferred to the client, which generally occurs at the time of delivery or upon commencement of the renewal term. The Company recognizes license revenues related to support ratably over the term of the support contract which corresponds to the underlying license agreement.
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Use of Estimates
The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and accompanying notes. Those estimates and assumptions include, but are not limited to, revenue recognition including determination of the standalone selling price (“SSP”) of the deliverables included in multiple deliverable revenue arrangements; allowance for credit losses; the depreciable lives of long-lived assets including intangible assets; the expected useful life of deferred commissions; the fair value of stock-based awards; the fair value of assets acquired and liabilities assumed in business combinations; goodwill and long-lived assets impairment assessment; the fair value of contingent consideration liabilities; the incremental borrowing rate used to determine the operating lease liabilities; valuation allowances on deferred tax assets; uncertain tax positions; and loss contingencies. The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, and those differences could be material to the unaudited condensed consolidated financial statements.
Significant Accounting Policies
There have been no material changes to the Company's significant accounting policies as described in Note 2, Summary of Significant Accounting Policies , to the consolidated financial statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
Concentrations of Credit Risk and Significant Clients
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with multiple high credit quality financial institutions. The Company is exposed to credit risk for cash and cash equivalents held in financial institutions to the extent that such amounts recorded on the balance sheet are in excess of amounts that are insured by the Federal Deposit Insurance Corporation. The Company has not experienced any such losses.
No client individually accounted for 10% or more of the Company’s revenues for either of the three and nine months ended March 31, 2025 and 2024. As of March 31, 2025 , no client individually accounted for 10% or more of the Company’s total accounts receivable. As of June 30, 2024 , one client individually accounted for 16 % of the Company’s total accounts receivable.
Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (ASC 280): Improvements to Reportable Segment Disclosures , which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. This guidance will be applied retrospectively and will be effective for the Company for fiscal year ending June 30, 2025, and for interim periods beginning July 1, 2025. The Company is currently evaluating the impact of the adoption on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (ASC 740): Improvements to Income Tax Disclosures , which requires additional income tax disclosures to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects of future cash flows. This guidance will be effective for the Company’s fiscal year beginning July 1, 2025, and should be applied on a prospective or retrospective basis. The Company expects the adoption to result in additional disclosures only.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (ASC 220): Disaggregation of Income Statement Expenses , and in January 2025, the FASB issued ASU No. 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date , which clarified the effective date of ASU 2024-03. The guidance requires disclosures, on an annual and interim basis, about specific expense categories presented on the income statement. This guidance will be effective for the Company's fiscal year beginning July 1, 2027 and for interim periods beginning January 1, 2028, and should be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of the adoption on its consolidated financial statements.
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Note 3. Revenues
Disaggregation of Revenues
Revenues by geography were as follows (in thousands):
Three Months Ended March 31,
Nine Months Ended March 31,
2025
2024
2025
2024
U.S.
$
84,822
$
73,759
$
246,532
$
216,777
U.K.
20,207
17,299
58,427
45,854
Rest of the world
24,038
19,581
64,122
53,516
Total
$
129,067
$
110,639
$
369,081
$
316,147
No country other than those listed above accounted for 10% or more of the Company’s total revenues during the three and nine months ended March 31, 2025 and 2024.
Deferred Commissions
Deferred commissions were $ 31.7 million and $ 32.4 million as of March 31, 2025 and June 30, 2024 , respectively. Amortization expense with respect to deferred commissions, which is included in sales and marketing expense in the Company’s unaudited condensed consolidated statements of operations, was $ 4.1 million and $ 12.2 million for the three and nine months ended March 31, 2025 , respectively, and $ 3.7 million and $ 10.8 million for the three and nine months ended March 31, 2024 . There was no impairment loss in relation to the costs capitalized for the periods presented.
Contract balances
The Company’s contract assets and liabilities were as follows (in thousands):
March 31, 2025
June 30, 2024
Unbilled accounts receivable (1)
$
17,631
$
13,363
Deferred revenue, net
222,478
222,486
(1) The long-term portion of $ 65 thousand and $ 63 thousand as of March 31, 2025 and June 30, 2024 , respectively is included in other assets on the unaudited condensed consolidated balance sheets.
There was no allowance for credit losses associated with unbilled receivables as of March 31, 2025 and June 30, 2024. During the nine months ended March 31, 2025 and 2024 the Company recognized $ 187.8 million and $ 176.4 million in revenue pertaining to deferred revenue as of June 30, 2024 and 2023, respectively.
Remaining Performance Obligations
Remaining performance obligations represent non-cancellable contracted revenues that have not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenues in future periods. SaaS subscription is typically satisfied over one to three years, license is typically satisfied at a point in time, support services are generally satisfied within one year, and professional services are typically satisfied within one year. Professional services contracts are not included in the performance obligations amount.
As of March 31, 2025, approximately $ 621.5 million of revenues is expected to be recognized from remaining performance obligations with approximately 55 % over the next 12 months and the remainder thereafter.
Note 4. Business Combinations
In connection with the acquisition of Transform Data International B.V. and its subsidiaries (“TDI”) on May 1, 2024 , the Company paid $ 0.9 million to the seller for certain working capital adjustments during the nine months ended March 31, 2025. This was included in the purchase price and is recorded in investing activities in the Company's unaudited condensed consolidated statements of cash flows. For further information refer to Note 4, Business Combinations , in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
In April 2025, the Company entered into an agreement to acquire all of the issued and outstanding units of TermSheet, LLC, a Delaware limited liability company. See Note 14, Subsequent Events to our unaudited condensed consolidated financial statements for additional information.
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Note 5. Goodwill and Intangible Assets
Goodwill
Changes in the carrying amounts of goodwill were as follows (in thousands):
Carrying Amount
Balance as of June 30, 2024
$
285,969
Foreign currency translation adjustment
190
Balance as of March 31, 2025
$
286,159
Intangible Assets
Intangible assets acquired through business combinations consisted of the following (in thousands):
March 31, 2025
Useful Life
(In years)
Gross Carrying Amount
Accumulated
Amortization
Net Carrying Amount
Client relationships
9 to 15
$
48,900
$
( 32,020
)
$
16,880
Non-compete agreements
3 to 5
4,907
( 4,524
)
383
Trademarks and trade names
Indefinite
4,683
—
4,683
Trademarks and trade names
5 to 10
7,822
( 6,088
)
1,734
Core technology
2 to 7
60,584
( 52,643
)
7,941
Backlog
2
1,000
( 979
)
21
Intangible assets, net
$
127,896
$
( 96,254
)
$
31,642
June 30, 2024
Useful Life
(In years)
Gross Carrying Amount
Accumulated
Amortization
Net Carrying Amount
Client relationships
9 to 15
$
48,900
$
( 28,949
)
$
19,951
Non-compete agreements
3 to 5
4,907
( 4,035
)
872
Trademarks and trade names
Indefinite
4,683
—
4,683
Trademarks and trade names
5 to 10
7,822
( 5,773
)
2,049
Core technology
2 to 7
60,584
( 48,054
)
12,530
Backlog
2
1,000
( 792
)
208
Intangible assets, net
$
127,896
$
( 87,603
)
$
40,293
Amortization expense related to acquired intangible assets was recognized as follows (in thousands):
Three Months Ended March 31,
Nine Months Ended March 31,
2025
2024
2025
2024
Cost of SaaS
$
1,509
$
1,054
$
4,589
$
3,164
Sales and marketing
1,038
1,398
3,574
4,281
General and administrative
162
163
488
489
Total amortization expense
$
2,709
$
2,615
$
8,651
$
7,934
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As of March 31, 2025, the estimated future amortization expense for acquired intangible assets is as follows (in thousands):
Fiscal Year Ending June 30,
Amount
2025 (remaining 3 months)
$
2,511
2026
7,835
2027
5,121
2028
4,623
2029
3,252
2030 and thereafter
3,617
Total remaining amortization
$
26,959
Note 6. Fair Value Measurements
The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
Level 1 —Inputs are unadjusted, quoted prices in active markets for identical, assets or liabilities at the measurement date;
Level 2 —Inputs are quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3 —Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
Money market funds are classified as Level 1 as the assets are valued using quoted prices in active markets. Liabilities for contingent consideration related to business combinations are classified as Level 3 liabilities as the Company uses unobservable inputs in the valuation, specifically related to the projected total contract value generated by the acquired businesses for a distinct period of time.
The following table sets forth the Company’s financial assets that were measured at fair value on a recurring basis as of the date indicated by level within the fair value hierarchy (in thousands):
March 31, 2025
Level 1
Level 2
Level 3
Total
Financial assets:
Cash equivalents:
Money market funds
$
249,524
$
—
$
—
$
249,524
Total financial assets
$
249,524
$
—
$
—
$
249,524
June 30, 2024
Level 1
Level 2
Level 3
Total
Financial assets:
Cash equivalents:
Money market funds
$
78,677
$
—
$
—
$
78,677
Total financial assets
$
78,677
$
—
$
—
$
78,677
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The following tables set forth the Company’s financial liabilities that were measured at fair value on a recurring basis as of the dates indicated by level within the fair value hierarchy (in thousands):
March 31, 2025
Level 1
Level 2
Level 3
Total
Financial Liabilities:
Liability for contingent consideration, current portion
$
—
$
—
$
—
$
—
Liability for contingent consideration, non-current portion
—
—
397
397
Total financial liabilities
$
—
$
—
$
397
$
397
June 30, 2024
Level 1
Level 2
Level 3
Total
Financial Liabilities:
Liability for contingent consideration, current portion
$
—
$
—
$
2,405
$
2,405
Liability for contingent consideration, non-current portion
—
—
153
153
Total financial liabilities
$
—
$
—
$
2,558
$
2,558
In connection with the acquisition of TDI, the Company is obligated to pay up to $ 1.1 million in cash on achievement of certain performance measures and in some cases, continued employment or service with the Company or its subsidiaries. The fair value of the contingent consideration liability was measured based on the probability of achieving certain performance measures pursuant to the acquisition agreement. The total fair value of the contingent consideration liability was $ 0.8 million as of March 31, 2025 and June 30, 2024 , of which $ 0.1 million was included as part of purchase consideration upon acquisition and $ 0.7 million was accounted for as post-combination compensation costs to be recognized over the required service period. Accordingly, the Company recorded a contingent consideration liability of $ 0.4 million as of March 31, 2025 and $ 0.2 million as of June 30, 2024 in other liabilities on the unaudited condensed consolidated balance sheets.
In connection with the acquisition of Paragon Data Labs, Inc. in May 2023, the Company recorded a contingent consideration liability of $ 4.3 million on the acquisition date for the estimated fair value of the contingent consideration. The fair value was measured based on the probability of achieving certain performance measures pursuant to the acquisition agreement. During the nine months ended March 31, 2025 , the Company made a fair value adjustment of $ 1.0 million based on the probability of achieving certain performance measures and paid $ 1.4 million related to the contingent consideration. Accordingly, the contingent consideration was nil as of March 31, 2025 , as compared to the fair value of $ 2.4 million as of June 30, 2024, which was included in other current liabilities on the unaudited condensed consolidated balance sheets.
The fair value of the contingent consideration was initially estimated on the acquisition date using the Monte Carlo simulation and included key assumptions used by management related to the estimated probability of occurrence and discount rates. Subsequent changes in the fair value of the contingent consideration liabilities, resulting from management’s revision of key assumptions and estimates, have been recorded in general and administrative expenses in the unaudited condensed consolidated statements of operations. Gains and losses arising from exchange rate fluctuation on these liabilities not denominated in U.S. dollars have been included in interest and other income, net on the unaudited condensed consolidated statements of operations.
Changes in contingent consideration liabilities were as follows (in thousands):
Nine Months Ended March 31,
2025
2024
Balance, beginning of period
$
2,558
$
6,681
Payment of contingent consideration
( 1,401
)
( 985
)
Change of contingent consideration
( 761
)
( 1,725
)
Effect of foreign currency exchange rate changes
1
—
Balance, end of period
$
397
$
3,971
Other financial instruments consist of accounts receivable, accounts payable, accrued expenses, accrued liabilities and other current liabilities, which are stated at their carrying value as it approximates fair value due to the short time to expected receipt or payment.
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Note 7. Internal-Use Software Costs
Capitalized Internal-Use Software
Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, with no substantive plans to market such software at the time of development, or costs related to development of our hosted SaaS products are capitalized during the application development stage. Capitalized internal-use software costs are recorded in property and equipment on the Company’s unaudited condensed consolidated balance sheets and the amortization expense was recognized in cost of revenues related to SaaS in the unaudited condensed consolidated statements of operations.
Capitalized internal-use software costs, net consisted of the following (in thousands):
March 31, 2025
June 30, 2024
Capitalized internal-use software costs
$
29,256
$
23,702
Less: Accumulated amortization
( 13,025
)
( 10,232
)
Capitalized internal-use software costs, net
$
16,231
$
13,470
Activity related to capitalized internal-use software costs was as follows (in thousands):
Three Months Ended March 31,
Nine Months Ended March 31,
2025
2024
2025
2024
Additions to capitalized internal-use software (1)
$
2,300
$
1,764
$
5,776
$
4,839
Amortization (2)
$
921
$
872
$
2,793
$
2,591
(1) Additions to c apitalized stock-based compensation costs, which is included in these amounts, were $ 0.2 million during the three and nine months ended March 31, 2025, respectively, and were not material during the three and nine months ended March 31, 2024.
(2) Amortization expense related to capitalized stock-based compensation costs, which is included in these amounts, was not material during the three and nine months ended March 31, 2025 and 2024, respectively.
The impairment charges during the periods presented were not material.
Capitalized Cloud Computing Implementation Costs
Qualifying implementation costs incurred in cloud computing arrangements incurred during the application development stage are capitalized based on the existing guidance for internal-use software, which is presented as part of our prepaid expenses and other assets based on the term of the associated cloud computing arrangement. The capitalized implementation costs are amortized on a straight-line basis over the term of the associated cloud computing arrangement when the module or component of the cloud computing arrangement is ready for its intended use in the same line item as fees for the associated cloud computing arrangement in the unaudited condensed consolidated statements of operations.
Capitalized cloud computing implementation costs, net consisted of the following (in thousands):
March 31, 2025
June 30, 2024
Capitalized cloud computing implementation costs
$
7,444
$
4,093
Less: Accumulated amortization
( 509
)
—
Capitalized cloud computing implementation costs, net
$
6,935
$
4,093
Capitalized cloud computing implementation costs included in prepaid expenses
$
1,693
$
595
Activity related to capitalized cloud computing implementation costs was as follows (in thousands):
Three Months Ended March 31,
Nine Months Ended March 31,
2025
2024
2025
2024
Additions to capitalized cloud computing implementation costs (1)
$
1,351
$
1,502
$
3,351
$
3,588
Amortization (2)
$
269
$
—
$
509
$
—
(1) Additions to capitalized stock-based compensation costs, which is included in these amounts, were $ 0.1 million during the three and nine months ended March 31, 2025, respectively, and were not material during the three and nine months ended March 31, 2024.
(2) Amortization expense related to capitalized stock-based compensation costs, which is included in these amounts, was not material during the three and nine months ended March 31, 2025 and 2024, respectively.
The Company has no t recorded any impairment charges during the periods presented.
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Note 8. Leases
The Company leases the majority of its office space in the U.S., U.K., Netherlands, Ukraine, Germany, Singapore and Portugal under non-cancelable operating lease agreements, which have various expiration dates through November 2030 , some of which include options to extend the leases for up to 5 years .
The components of lease costs were as follows (in thousands):
Three Months Ended March 31,
Nine Months Ended March 31,
Operating Leases:
2025
2024
2025
2024
Operating lease cost
$
1,600
$
1,634
$
4,983
$
4,620
Short-term lease cost
564
427
1,434
1,104
Variable lease cost
111
318
361
373
The weighted-average remaining lease term of the Company’s operating leases and the weighted-average discount rate used to measure the present value of the operating lease liabilities are as follows:
Lease Term and Discount Rate:
March 31, 2025
March 31, 2024
Weighted-average remaining lease term (in years)
4.9
5.5
Weighted-average discount rate
6.9
%
7.2
%
The following table presents supplemental cash flow information related to the Company's operating leases (in thousands):
Nine Months Ended March 31,
2025
2024
Cash payments included in the measurement of operating lease liabilities
$
5,033
$
4,579
ROU assets obtained in exchange for new operating lease liabilities
( 419
)
8,536
Current operating lease liabilities of $ 4.9 million and $ 6.0 million were included in other current liabilities on the Company’s unaudited condensed consolidated balance sheets as of March 31, 2025 and June 30, 2024, respectively.
As of March 31, 2025, remaining maturities of operating lease liabilities are as follows (in thousands):
Fiscal Year Ending June 30,
Amount
2025 (remaining 3 months)
$
2,086
2026
5,307
2027
4,344
2028
4,643
2029
5,066
2030 and thereafter
3,784
Total lease payments
25,230
Less: imputed interest
( 3,727
)
Present value of operating lease liabilities
$
21,503
Note 9. Commitments and Contingencies
Other Purchase Commitments
The Company’s other purchase commitments primarily consist of third-party cloud services, support fees and software subscriptions to support operations in the ordinary course of business. There were no material purchase commitments that were entered into during the nine months ended March 31, 2025.
In December 2021, the Company entered into an agreement with Microsoft, pursuant to which the Company is committed to spend a minimum of $ 110.0 million on cloud services. The committed spend period concludes at the end of December 2028 , with the Company having the option to extend any remaining commitment into a further 12 -month period to the end of December 2029 . As of March 31, 2025, the Company had $ 81.6 million remaining on this commitment.
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Litigation
From time to time, the Company is a party to claims, lawsuits, and proceedings which arise in the ordinary course of business. The Company warrants to its clients that it has all necessary rights and licenses to the intellectual property comprised in its products and services and indemnifies those clients against intellectual property claims with respect to such products and services, so such claims, lawsuits and proceedings might in the future include claims of alleged infringement of intellectual property rights. The Company records a liability when it believes that it is probable that a loss will be incurred, and the amount of loss or range of loss can be reasonably estimated. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. The Company is not presently a party to any litigation the outcome of which, it believes, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the business, operating results, or financial condition.
Note 10. Debt
On October 5, 2021, the Company entered into a Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022 (the “Credit Agreement”) among the Company, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (“JPMorgan”). The Credit Agreement provides for a five-year , senior secured revolving credit facility of $ 100.0 million with a sub-facility for letters of credit in the aggregate amount of up to $ 10.0 million (the “JPMorgan Credit Facility”). The Credit Agreement also provides that the Company may seek additional revolving credit commitments in an aggregate amount not to exceed $ 50.0 million, subject to certain administrative procedures, including approval by the Administrative Agent. Future borrowings under the JPMorgan Credit Facility will bear interest, at the Company’s election, at an annual rate based on either (a) an adjusted secured overnight financing rate (SOFR, as described in the Credit Agreement) plus a percentage spread (ranging from 1.75 % to 2.50 %) or (b) an alternate base rate (as described in the Credit Agreement) plus a percentage spread (ranging from 0.75 % to 1.50 %), in each case based on the Company’s total net leverage ratio. In addition, a commitment fee accrues with respect to the unused amount of the JPMorgan Credit Facility at an annual rate ranging from 0.25 % to 0.40 %, based on the Company’s total net leverage ratio.
In connection with the execution of the Credit Agreement, the Company also entered into a pledge and security agreement (the “Security Agreement”) dated as of October 5, 2021 among the Company, the subsidiary grantors thereto and JPMorgan, as administrative agent for the secured parties. Under the Security Agreement, borrowings under the JPMorgan Credit Facility are secured by a first priority pledge of all of the capital stock and substantially all of the assets (excluding real estate interests) of each subsidiary of the Company and the subsidiary guarantors.
The Credit Agreement provides that the Company must maintain compliance with a maximum consolidated total net leverage ratio covenant, as determined in accordance with the Credit Agreement. It also contains affirmative, negative and financial covenants, including limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, and transactions with affiliates, as well as customary events of default.
The Company was in compliance with all covenants as of March 31, 2025. As of March 31, 2025 and June 30, 2024 , there were no outstanding borrowings under the JPMorgan Credit Facility.
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Note 11 . S tockholders' Equity and Stock-Based Compensation
Equity Incentive Plans
In June 2021, the Company’s Board of Directors adopted, and its stockholders approved, the 2021 Omnibus Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (“ESPP”). The 2021 Plan provides for the grant of restricted shares, restricted share units (“RSUs”), performance shares, performance share units (“PSUs”), deferred share units, share options and share appreciation rights. All employees, non-employee directors and selected third-party service providers of the Company and its subsidiaries and affiliates are eligible to receive grants under the 2021 Plan. Eligible employees may purchase the Company’s common stock under the ESPP.
Stock Awards
The Company has granted time-based and performance-based stock options, RSUs and PSUs, collectively referred to as “Stock Awards.” The Company accounts for stock-based compensation using the fair value method which requires the Company to measure stock-based compensation based on the grant-date fair value of the awards and recognize compensation expense over the requisite service or performance period. Awards that contain only service conditions, are generally earned over four years and expensed on a straight-line basis over that term. Compensation expense for awards that contain performance conditions is calculated using the graded vesting method and the portion of expense recognized in any period may fluctuate depending on changing estimates of the achievement of the performance conditions.
Stock Options
Stock options granted generally become exercisable ratably over a four-year period following the date of grant and expire ten years from the date of grant.
Stock option activity under the Company’s equity incentive plans during the nine months ended March 31, 2025 was as follows (in thousands, except per share data):
Number of
Options
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value (1)
Balance as of June 30, 2024
6,866
$
10.40
4.4
$
180,360
Exercised
( 3,666
)
9.86
Forfeited
( 25
)
22.65
Balance as of March 31, 2025
3,175
$
10.93
3.9
$
150,652
Vested and exercisable as of March 31, 2025
3,149
$
10.82
3.9
$
149,753
Vested and expected to vest as of March 31, 2025
3,175
$
10.93
3.9
$
150,652
(1) Aggregate intrinsic value for stock options represents the difference between the exercise price and the per share fair value of the Company’s common stock as of the end of the period, multiplied by the number of stock options outstanding.
There were no stock options granted during the nine months ended March 31, 2025. The total intrinsic value of stock options exercised and the proceeds from option exercises during the nine months ended March 31, 2025 were $ 154.9 million and $ 36.1 million, respectively.
PSUs and RSUs
During the nine months ended March 31, 2025, the Company granted PSUs to certain of its employees with vesting terms based on meeting certain operating performance targets, including annual recurring revenue and profitability targets, and continued service conditions. The Company also granted RSUs to certain employees that vest based on continued service.
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PSU activity during the nine months ended March 31, 2025 was as follows (in thousands, except per share data):
Number of Shares
Weighted-
Average
Grant Date
Fair Value
Balance as of June 30, 2024
2,550
$
29.48
Granted
1,091
38.45
Vested
( 1,233
)
25.93
Forfeited
( 168
)
29.28
Balance as of March 31, 2025
2,240
$
35.81
RSU activity during the nine months ended March 31, 2025 was as follows (in thousands, except per share data):
Number of Shares
Weighted-
Average
Grant Date
Fair Value
Balance as of June 30, 2024
2,524
$
30.84
Granted
2,099
46.23
Vested
( 991
)
33.80
Forfeited
( 266
)
34.62
Balance as of March 31, 2025
3,366
$
39.26
Stock-Based Compensation Expense
The Company recorded stock-based compensation expense in the unaudited condensed consolidated statements of operations as follows (in thousands):
Three Months Ended March 31,
Nine Months Ended March 31,
2025
2024
2025
2024
Cost of revenues
Cost of SaaS
$
839
$
475
$
2,354
$
1,315
Cost of license
164
145
552
432
Cost of professional services
1,616
1,336
4,647
4,101
Research and development
6,381
2,509
17,805
11,623
Sales and marketing
6,267
4,207
19,237
14,434
General and administrative
7,448
5,354
23,520
17,386
Total stock-based compensation
$
22,715
$
14,026
$
68,115
$
49,291
During the nine months ended March 31, 2025 , the Company modified the performance conditions related to certain PSU awards, which results in an improbable-to-probable modification with an increase in unrecognized stock-based compensation expense of approximately $ 14.8 million to be recognized through the remaining requisite service period.
As of March 31, 2025 , there was approximately $ 160.7 million of unrecognized compensation cost related to unvested stock-based awards granted, which is expected to be recognized over the weighted-average period of approximately 2.5 years.
2021 Employee Stock Purchase Plan
Under the ESPP, eligible employees may purchase the Company’s common stock at a price equal to 85 % of the lower of the fair market value of the Company’s common stock on the offering date or the applicable purchase date. The ESPP provides an offering period that begins on June 1 and December 1 of each year and each offering period consists of one six-month purchase period. During the nine months ended March 31, 2025 , 67,464 shares were purchased under the ESPP.
As of March 31, 2025 , total unrecognized compensation cost related to the ESPP was $ 0.2 million, which will be amortized over a weighted-average vesting term of 0.2 years.
Note 12. Income Taxes
The Company determines its income tax provision for interim periods using an estimate of its annual effective tax rate adjusted for discrete items occurring during the periods presented. The primary difference between its effective tax rate and the federal statutory
17
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rate is the full valuation allowance the Company has established on its federal and state net operating losses and credits. Income taxes from international operations were not material for the three and nine months ended March 31, 2025 and 2024.
The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and various foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. The Company is not currently under audit by the Internal Revenue Service or other similar tax authorities. The Company’s tax returns remain open to examination as follows: U.S. federal and states, all tax years; and significant foreign jurisdictions, generally 2019 through 2024.
Note 13. Net Loss Per Share
Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method.
Basic net loss per share is the same as diluted net loss per share because the Company reported net losses for all periods presented. The following table sets forth the computation of basic and diluted net loss per share for the periods presented (in thousands, except per share data):
Three Months Ended March 31,
Nine Months Ended March 31,
2025
2024
2025
2024
Numerator:
Net loss
$
( 2,952
)
$
( 6,890
)
$
( 17,689
)
$
( 31,424
)
Denominator:
Weighted-average shares used to compute net loss per share, basic and diluted
79,890
72,634
77,856
70,690
Net loss per share, basic and diluted
$
( 0.04
)
$
( 0.09
)
$
( 0.23
)
$
( 0.44
)
The Company excluded the following potential shares of common stock from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands):
Three and Nine Months Ended March 31,
2025
2024
Outstanding stock options to purchase common stock
3,175
7,454
Unvested PSUs and RSUs
5,606
5,413
Shares issuable under ESPP
44
43
Shares issuable related to acquisition
—
68
Total
8,825
12,978
Note 14. Subsequent Events
In April 2025, the Company made a $ 1.2 million payment related to a cash holdback from a prior acquisition.
In April 2025, the Company entered into an agreement to acquire all of the issued and outstanding units of TermSheet, LLC, a Delaware limited liability company (“TermSheet”) for an initial purchase price of $ 60.0 million (in cash consideration, shares and share units subject to vesting conditions), subject to certain closing adjustments and transaction expenses, plus a maximum $ 15.0 million in cash payments in the next two fiscal years. TermSheet is a provider of software for real estate teams. The transaction was consummated in April 2025 and is expected to be accounted for as a business combination.
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