What changed in this filing

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Item 1. Financial Statements

2024-05-08 compared with 2023-11-07 · 92 added, 121 removed, 198 unchanged (52% of the section changed)

3 unchanged sentences

(Amounts in thousands, except share data)

September 30, 2023

March 31, 2024

December 31, 2023

2 unchanged sentences

Accounts receivable, net of allowance for doubtful accounts of $ 212 and $ 159 as of

September 30, 2023 and December 31, 2022, respectively

March 31, 2024 and December 31, 2023, respectively

Prepaid expenses and other current assets

13 unchanged sentences

Noncurrent operating lease liabilities

Deferred tax liabilities

Total liabilities

Shareholders' equity:

Preferred stock—$ 0.001 par value, 10,000,000 shares authorized, and 0 shares

issued and outstanding, as of September 30, 2023 and December 31, 2022

Common stock—$ 0.001 par value, 200,000,000 shares authorized, 13,920,370 and

Preferred stock—$ 0.001 par value, 10,000,000 shares authorized, and 0 shares

issued and outstanding, as of March 31, 2024 and December 31, 2023

Common stock—$ 0.001 par value, 200,000,000 shares authorized, 13,942,164 and

13,980,274 shares issued, and 13,740,164 and 13,970,846 shares outstanding, as of

September 30, 2023 and December 31, 2022

Treasury stock, at cost, 7,980 and 0 shares as of September 30, 2023 and December 31,

March 31, 2024 and December 31, 2023

Treasury stock, at cost, 202,000 and 9,428 shares as of March 31, 2024 and

December 31, 2023

Additional paid-in capital

6 unchanged sentences

(Amounts in thousands, except share data)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Costs and expenses:

7 unchanged sentences

Income before income taxes

Income tax (benefit) expense

Income tax expense (benefit)

Earnings per share:

Weighted average number of shares outstanding:

Weighted average shares outstanding:

See notes to condensed consolidated financial statements.

RED VIOLET, INC.

CONDENSED CONSOLIDATED STATEMENTS O F CHANGES IN SHAREHOLDERS’

CONDENSED CONSOLIDATED STATEMENTS O F CHANGES IN SHAREHOLDERS’ EQUITY

(Amounts in thousands, except share data)

1 unchanged sentence

Additional paid-in

Balance at June 30, 2022

Vesting of restricted stock units

Increase in treasury stock resulting

from shares withheld to cover

statutory taxes

Common stock repurchased

Retirement of treasury stock

Share-based compensation

Balance at September 30, 2022

Balance at June 30, 2023

Vesting of restricted stock units

Increase in treasury stock resulting

from shares withheld to cover

statutory taxes

Common stock repurchased

Retirement of treasury stock

Share-based compensation

Balance at September 30, 2023

Treasury stock

Additional paid-in

Balance at December 31, 2022

6 unchanged sentences

Share-based compensation

Balance at September 30, 2022

Balance at March 31, 2023

Balance at December 31, 2023

6 unchanged sentences

Share-based compensation

Balance at September 30, 2023

Balance at March 31, 2024

See notes to condensed consolidated financial statements.

2 unchanged sentences

(Amounts in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

5 unchanged sentences

Noncash lease expenses

Deferred income tax (benefit) expense

Deferred income tax expense (benefit)

Changes in assets and liabilities:

23 unchanged sentences

Retirement of treasury stock

Right-of -use assets obtained in exchange of operating lease liabilities

Operating lease liabilities arising from obtaining right-of-use assets

See notes to condensed consolidated financial statements.

4 unchanged sentences

(a) Basis of preparation

The accompanying unaudited condensed consolidated financial statements of Red Violet, Inc., a Delaware corporation, and its consolidated subsidiaries (collectively, “red violet”

or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting.

The accompanying unaudited condensed consolidated financial statements of Red Violet, Inc., a Delaware corporation, and its consolidated subsidiaries (collectively, “red violet” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting.

Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to those rules and regulations.

The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for any future interim periods or for the full year ending December 31, 2024.

The information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 8, 2023 (“Form 10-K”).

The information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 7, 2024 (“Form 10-K”).

The condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of that date included in the Form 10-K, but does not include all disclosures required by US GAAP.

The Company has only one operating segment, as defined by Accounting Standards Codification (“ASC”) 280, “

Segment Reporting .”

The Company has only one operating segment, as defined by Accounting Standards Codification (“ASC”) 280, “ Segment Reporting .”

Principles of consolidation

2 unchanged sentences

(b) Recently issued accounting standards

As an emerging growth company, the Company has left open the opportunity to take advantage of the extended transition period provided to emerging growth companies in Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), however, it is the Company’s present intention to adopt any applicable new accounting standards timely.

In December 2023, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standard Updates (“ASU”) No.

2023-09, " Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09) ," which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

This guidance will be effective for the annual periods beginning after December 31, 2024.

Early adoption is permitted.

Upon adoption, the guidance can be applied prospectively or retrospectively.

The Company is currently evaluating the guidance to determine its impact on our condensed consolidated financial statements and related disclosures.

Earnings per share

1 unchanged sentence

Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and is calculated using the treasury stock method for unvested shares.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands, except share data)

1 unchanged sentence

Earnings per share:

(1) For the three and nine months ended September 30, 2023 and 2022, diluted weighted average shares outstanding are calculated by the inclusion of unvested restricted stock units ("RSUs").

(1) For the three months ended March 31, 2024 and 2023, diluted weighted average shares outstanding are calculated by the inclusion of unvested restricted stock units ("RSUs").

Intangible assets, net

Intangible assets other than goodwill consist of the following:

September 30, 2023

March 31, 2024

December 31, 2023

4 unchanged sentences

The gross amount associated with software developed for internal use represents capitalized costs of internally-developed software, including eligible salaries and staff benefits, share-based compensation, travel expenses incurred by relevant employees, and other relevant costs.

Amortization expenses of $ 2,112 and $ 1,659 for the three months ended September 30, 2023 and 2022, respectively, and $ 5,965 and $ 4,682 for the nine months ended September 30, 2023 and 2022, respectively, were included in depreciation and amortization expense.

As of September 30, 2023, intangible assets of $ 5,370 , included in the gross amounts of software developed for internal use, have not started amortization, as they are not ready for their intended use.

The Company capitalized costs of software developed for internal use of $ 2,929 and $ 2,716 during the three months ended September 30, 2023 and 2022, respectively, and $ 8,310 and $ 7,332 during the nine months ended September 30, 2023 and 2022, respectively .

As of September 30, 2023, estimated amortization expense related to the Company’s intangible assets for the remainder of 2023 through 2028 and thereafter are as follows:

Amortization expenses of $ 2,214 and $ 1,858 for the three months ended March 31, 2024 and 2023, respectively, were included in depreciation and amortization expense.

As of March 31, 2024, intangible assets of $ 5,265 , included in the gross amounts of software developed for internal use, have not started amortization, as they are not ready for their intended use.

The Company capitalized costs of software developed for internal use of $ 2,773 and $ 2,732 during the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, estimated amortization expense related to the Company’s intangible assets for the remainder of 2024 through 2029 and thereafter are as follows:

(In thousands)

September 30, 2023

March 31, 2024

Remainder of 2024

1 unchanged sentence

Goodwill represents the cost in excess of the fair value of the net assets acquired in a business combination.

As of September 30, 2023 and December 31, 2022, the balance of goodwill of $ 5,227 was as a result of the acquisition of Interactive Data, LLC, a wholly-owned subsidiary of red violet, effective on October 2, 2014.

In accordance with ASC 350, “Intangibles - Goodwill and Other,”

goodwill is tested at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value.

The measurement date of the Company’s annual goodwill impairment test is October 1 .

The Company did no t record a goodwill impairment loss during the three and nine months ended September 30, 2023 and 2022, and as of September 30, 2023, there was no accumulated goodwill impairment loss.

As of March 31, 2024 and December 31, 2023, the balance of goodwill of $ 5,227 was as a result of the acquisition of Interactive Data, LLC, a wholly-owned subsidiary of red violet, effective on October 2, 2014.

In accordance with ASC 350, “Intangibles - Goodwill and Other,” goodwill is tested at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value.

The measurement date of the Company’s annual goodwill impairment test is October 1 .

The Company did no t record a goodwill impairment loss during the three months ended March 31, 2024 and 2023, and there was no accumulated goodwill impairment loss as of March 31, 2024.

Revenue recognition

The Company recognized revenue in accordance with ASC 606, “Revenue from Contracts with Customers”

(“Topic 606”).

Under this standard, revenue is recognized when control of goods or services is transferred to the Company’s customers, in an amount that reﬂects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company’s performance obligation is to provide on demand information and identity intelligence solutions to its customers by leveraging its proprietary technology and applying machine learning and advanced analytics to its massive data repository.

The Company recognized revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“Topic 606”).

The pricing for the customer contracts is based on usage, a monthly fee, or a combination of both.

Available within Topic 606, the Company has applied the portfolio approach practical expedient in accounting for customer revenue as one collective group, rather than individual contracts.

Based on the Company’s historical knowledge of the contracts contained in this portfolio and the similar nature and characteristics of the customers, the Company has concluded the financial statement effects are not materially different than if accounting for revenue on a contract by contract basis.

Revenue is recognized over a period of time.

The Company’s customers simultaneously receive and consume the benefits provided by the Company’s performance as and when provided.

Furthermore, the Company has elected the “right to invoice”

practical expedient, available within Topic 606, as its measure of progress, since it has a right to payment from a customer in an amount that corresponds directly with the value of its performance completed-to-date.

The Company’s customers simultaneously receive and consume the benefits provided by the Company’s performance as and when provided.

Furthermore, the Company has elected the “right to invoice” practical expedient, available within Topic 606, as its measure of progress, since it has a right to payment from a customer in an amount that corresponds directly with the value of its performance completed-to-date.

In some arrangements, a right to consideration for the Company's performance under the customer contract may occur before invoicing to the customer, resulting in an unbilled accounts receivable.

As of September 30, 2023, the current and noncurrent portion unbilled accounts receivable of $ 778 and $ 481 , respectively, were included within accounts receivable and other noncurrent assets, respectively, on the condensed consolidated balance sheets .

As of December 31, 2022, the current and noncurrent portion unbilled accounts receivable of $ 923 and $ 464 , respectively, were included within accounts receivable and other noncurrent assets, respectively, on the condensed consolidated balance sheet .

As of March 31, 2024, the current and noncurrent portion unbilled accounts receivable of $ 841 and $ 216 , respectively, were included within accounts receivable and other noncurrent assets, respectively, on the condensed consolidated balance sheets .

As of December 31, 2023, the current and noncurrent portion unbilled accounts receivable of $ 829 and $ 371 , respectively, were included within accounts receivable and other noncurrent assets, respectively , on the consolidated balance sheets.

The Company's revenue arrangements do not contain significant financing components.

For the three months ended September 30, 2023 and 2022, 79 % and 68 % of total revenue was attributable to customers with pricing contracts, respectively, versus 21 % and 32 % attributable to transactional customers, respectively.

For the nine months ended September 30, 2023 and 2022, 78 % and 74 % of total revenue was attributable to customers with pricing contracts, respectively, versus 22 % and 26 % attributable to transactional customers, respectively.

For the three months ended March 31, 2024 and 2023, 78 % and 75 % of total revenue was attributable to customers with pricing contracts, respectively, versus 22 % and 25 % attributable to transactional customers, respectively.

Pricing contracts are generally annual contracts or longer, with auto renewal.

If a customer pays consideration before the Company transfers services to the customer, those amounts are classified as deferred revenue.

As of September 30, 2023 and December 31, 2022, the balance of deferred revenue was $ 527 and $ 670 , respectively, all of which is expected to be realized in the next 12 months.

In relation to the deferred revenue balance as of December 31, 2022, $ 102 and $ 502 was recognized into revenue during the three and nine months ended September 30, 2023, respectively.

As of September 30, 2023, $ 11,823 of revenue is expected to be recognized in the future for performance obligations that are unsatisfied or partially unsatisfied , related to pricing contracts that have a term of more than 12 months, of which, $ 2,367 of revenue will be recognized in the remainder of 2023, $ 6,063 in 2024, $ 2,237 in 2025, $ 850 in 2026, and $ 306 in 2027.

The actual timing of recognition may vary due to factors outside of the Company’s control.

As of March 31, 2024 and December 31, 2023, the balance of deferred revenue was $ 652 and $ 690 , respectively, all of which is expected to be realized in the next 12 months.

In relation to the deferred revenue balance as of December 31, 2023, $ 264 was recognized into revenue during the three months ended March 31, 2024.

As of March 31, 2024, $ 23,174 of revenue is expected to be recognized in the future for performance obligations that are unsatisfied or partially unsatisfied , related to pricing contracts that have a term of more than 12 months, of which, $ 8,932 of revenue will be recognized in the remainder of 2024, $ 7,659 in 2025, $ 3,669 in 2026, $ 2,582 in 2027, $ 287 in 2028, and $ 45 in 2029.

The actual timing of recognition may vary due to factors outside of the Company’s control.

The Company excludes variable consideration related entirely to wholly unsatisfied performance obligations and contracts and recognizes such variable consideration based upon the right to invoice the customer.

3 unchanged sentences

The Company is subject to federal and state income taxes in the United States.

The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter, unless a reliable estimate of ordinary income or the related tax expense/benefit cannot be made or the Company is in cumulative losses for which the benefit cannot be realized.

In each quarter, the Company updates its estimate of the annual effective tax rate, and if its estimated annual tax rate changes, the Company makes a cumulative adjustment in that quarter.

During the three months ended September 30, 2023, the Company released the valuation allowance previously recorded on its deferred tax assets.

The Company concluded that, due to its established historical cumulative positive income before income taxes plus permanent differences for the recent years, projections of future taxable income and the reversal of taxable temporary differences, the realization of the deferred tax assets as of September 30, 2023 is more likely than not.

The Company’s effective income tax rate was ( 492 %) and 1 % for the three months ended September 30, 2023 and 2022, respectively, and ( 236 %) and 10 % for the nine months ended September 30, 2023 and 2022, respectively, differing from the U.S.

Prior to the third quarter of 2023, primarily due to cumulative pre-tax losses, management determined a full valuation allowance was necessary to reduce the deferred tax assets to the amount that is more likely than not to be realized.

During the third quarter of 2023, the Company released the valuation allowance previously recorded on its deferred tax assets.

The Company concluded that, due to its established historical cumulative positive income before income taxes plus permanent differences for the recent years, projections of future taxable income, and the reversal of taxable temporary differences, the realization of deferred tax assets as of March 31, 2024 was more likely than not.

The Company’s effective income tax rate was 24 % and ( 4 %) for the three months ended March 31, 2024 and 2023, respectively, differing from the U.S.

corporate statutory federal income tax rate of 21 %.

T he difference is primarily the result of the release of the valuation allowance, recognition of credit for increasing research activities, state income taxes and permanent differences.

T he difference for the three months ended March 31, 2024 was primarily the effect of state income taxes and certain nondeductible permanent differences, partially offset by the utilization of research and development tax credits.

The difference for the three months ended March 31, 2023 was primarily the result of the valuation allowance applied to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized.

The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date.

For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.

For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the Company’s financial statements.

The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

Due to the existence of net operating loss carryforwards since inception, all of the Company’s income tax filings remain open for tax examinations.

The Company does no t have any material unrecognized tax benefits as of September 30, 2023 and December 31, 2022.

Due to the existence of net operating loss carryforwards since inception, all of the Company’s income tax filings remain open for tax examinations.

The Company does no t have any material unrecognized tax benefits as of March 31, 2024 and December 31, 2023.

Common stock and treasury stock

As of September 30, 2023 and December 31, 2022, the number of issued shares of common stock was 13,920,370 and 13,956,404 , respectively, which included shares of treasury stock of 7,980 and 0 , respectively.

As of March 31, 2024 and December 31, 2023, the number of issued shares of common stock was 13,942,164 and 13,980,274 , respectively, which included shares of treasury stock of 202,000 and 9,428 , respectively.

The changes in the number of issued shares of common stock and treasury stock were due to the following factors:

• An aggregate of 67,125 shares of common stock were issued as a result of the vesting of RSUs, of which, 20,867 shares of common stock were withheld to pay withholding taxes upon such vesting, which were reflected in treasury stock, with a cost of $ 383 .

Related treasury stock of 9,870 shares was then retired during the nine months ended September 30, 2023.

On May 2, 2022, the board of directors of the Company authorized the repurchase of up to $ 5.0 million of the Company's common stock from time to time (the “Stock Repurchase Program”).

Related treasury stock of 20,867 shares was then retired during the three months ended March 31, 2024.

• On May 2, 2022, the board of directors of the Company authorized the repurchase of up to $ 5.0 million of the Company's common stock from time to time, and subsequently on each of December 19, 2023 and March 28, 2024, the board of directors authorized the repurchase of an additional $ 5.0 million of the Company's common stock (the "Stock Repurchase Program").

The Stock Repurchase Program does not obligate the Company to repurchase any shares and may be modified, suspended, or terminated at any time and for any reason at the discretion of the board of directors.

During the nine months ended September 30, 2023, the Company repurchased 70,037 shares of common stock under the Stock Repurchase Program, which was reflected in treasury stock, with a cost of $ 1,251 .

Related treasury stock of 62,057 shares, with a cost of $ 1,083 , was retired during the nine months ended September 30, 2023, which resulted in a treasury stock balance of $ 168 as of September 30, 2023.

During the three months ended March 31, 2024, the Company repurchased 276,940 shares of common stock under the Stock Repurchase Program, which was reflected in treasury stock, with a cost of $ 5,514 .

Related treasury stock of 84,368 shares, with a cost of $ 1,559 , was retired during the three months ended March 31, 2024, which resulted in a treasury stock balance of $ 4,143 as of March 31, 2024.

Share-based compensation

On March 22, 2018, the board of directors of the Company and Cogint, Inc.

(“cogint”) (now known as Fluent, Inc.), in its capacity as sole stockholder of the Company prior to the Company’s spin-off from cogint on March 26, 2018 (the “Spin-off”), approved the Red Violet, Inc.

2018 Stock Incentive Plan (the “2018 Plan”), which became effective immediately prior to the Spin-off.

A total of 3,000,000 shares of common stock were authorized to be issued under the 2018 Plan.

On June 3, 2020, the Company’s stockholders approved an amendment to the 2018 Plan to increase the number of shares of common stock authorized for issuance under the 2018 Plan from 3,000,000 shares to 4,500,000 shares, and on May 25, 2022, the Company's stockholders approved an amendment to the 2018 Plan to increase the number of shares of common stock authorized for issuance under the 2018 Plan from 4,500,000 shares to 6,500,000 shares.

Subsequently on June 3, 2020 and May 25, 2022, the Company’s stockholders approved amendments to the 2018 Plan to increase the number of shares of common stock authorized for issuance under the 2018 Plan to 4,500,000 shares and 6,500,000 shares, respectively.

The primary purpose of the 2018 Plan, as amended, is to attract, retain, reward and motivate certain individuals by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality of the interests between such individuals and the stockholders of the Company.

As of September 30, 2023, there were 2,331,868 shares of common stock available for future issuance under the 2018 Plan, as amended.

To date, all stock incentives issued under the 2018 Plan have been in the form of RSUs.

RSUs granted under the 2018 Plan vest and settle upon the satisfaction of a time-based condition or with both time- and performance-based conditions.

As of March 31, 2024, there were 1,907,155 shares of common stock available for future issuance under the 2018 Plan, as amended.

To date, all stock incentives issued under the 2018 Plan, as amended, have been in the form of RSUs.

RSUs granted under the 2018 Plan, as amended, vest and settle upon the satisfaction of a time-based condition or with both time- and performance-based conditions.

The time-based condition for these awards is generally satisfied over three or four years with annual vesting.

Details of unvested RSU activity during the three months ended September 30, 2023 were as follows:

Details of unvested RSU activity during the three months ended March 31, 2024 were as follows:

Number of units

4 unchanged sentences

Withheld as treasury stock (2)

Unvested as of September 30, 2023

(1) In September 2023, the Company granted 12,000 RSUs, subject to performance-based requirements, to one non-executive employee at a grant date fair value of $ 20.39 per share.

Such RSU grant shall not vest unless and until the Company has achieved certain revenue for a portion of its business prior to December 31, 2023, the achievement date deadline.

No amortization of share-based compensation expense has been recognized for these RSUs, because, as of September 30, 2023, the Company determined that it is not probable that such performance criteria will be met.

In addition to the 12,000 RSUs discussed above, the Company granted, during the nine months ended September 30, 2023, an aggregate of 24,000 RSUs to certain employees at grant date fair values ranging from $ 16.17 to $ 20.77 per share, with a vesting period ranging from three to four years .

Unvested as of March 31, 2024

(1) In March 2024, the Company granted 130,000 RSUs, subject to performance-based requirements, to one non-executive employee at a grant date fair value of $ 18.30 per share.

Such RSU grant shall not vest unless and until the Company has achieved certain revenue for a portion of its business prior to December 31, 2030, the last achievement date deadline.

No amortization of share-based compensation expense has been recognized for 115,000 RSUs among the above-mentioned grant, because, as of March 31, 2024, the Company determined that it is not probable that related performance criteria will be met.

In addition to the 130,000 RSUs discussed above, the Company granted, during the three months ended March 31, 2024, an aggregate of 84,150 RSUs to certain employees and one director at grant date fair values ranging from $ 18.12 to $ 18.30 per share, with a vesting period ranging from one to four years .

(2) Withheld as treasury stock represents shares withheld to pay statutory taxes upon the vesting of RSUs.

Refer to Note 7, "Common stock and treasury stock," for details.

As of September 30, 2023, unrecognized share-based compensation expense associated with the granted RSUs amounted to $ 11,402 , which is expected to be recognized over a remaining weighted average period of 2.0 years.

Share-based compensation was allocated to the following accounts in the condensed consolidated financial statements for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended September 30,

Nine Months Ended September 30,

As of March 31, 2024, unrecognized share-based compensation expense associated with the granted RSUs amounted to $ 16,483 , which is expected to be recognized over a remaining weighted average period of 2.9 years.

Share-based compensation was allocated to the following accounts in the condensed consolidated financial statements for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,

(In thousands)

4 unchanged sentences

The Company leases its corporate headquarters of 21,020 rentable square feet in accordance with a non-cancellable 89 -month operating lease agreement as amended and effective in January 2017, with an option to extend for an additional 60 months .

On September 20, 2023, the Company entered into an amendment to the corporate headquarters lease agreement to exercise the extension option for an additional 60 months up to June 30, 2029 (the "Amended Lease"), with an option to further extend for an additional 60 months.

On September 20, 2023, the Company entered into an amendment to its corporate headquarters lease agreement to exercise the extension option for an additional 60 months through June 30, 2029, with an option to further extend for an additional 60 months .

The Company also leases an additional office space of 6,003 rentable square feet in accordance with a non-cancellable 90 -month operating lease agreement entered into in April 2017, with an option to extend for an additional 60 months .

The extension option is not included in the determination of the lease term as it is not reasonably certain to be exercised.

For the three and nine months ended September 30, 2023 and 2022, a summary of the Company’s lease information is shown below:

Three Months Ended September 30,

Nine Months Ended September 30,

For the three months ended March 31, 2024 and 2023, a summary of the Company’s lease information is shown below:

Three Months Ended March 31,

(In thousands)

2 unchanged sentences

Cash paid for operating leases

Right-of-use assets obtained in exchange for operating

lease liabilities (1)

Weighted average discount rate for operating leases (2)

(1) The Amended Lease resulted in an addition of $ 1,919 to right-of-use assets and operating lease liabilities, as of September 20, 2023 (the "Remeasurement Date").

(2) The Company used 10.0 %, its estimated incremental borrowing rate for similar secured assets, as the discount rate for the Amended Lease to determine the present value of the lease payments because the implicit rate in each lease is not readily determinable.

The discount rate was calculated on the basis of information available as of the Remeasurement Date.

As of September 30, 2023, the weighted average remaining operating lease term was 5.1 years.

As of September 30, 2023, scheduled future maturities and present value of the operating lease liabilities are as follows:

As of March 31, 2024, the weighted average remaining operating lease term was 4.7 years.

As of March 31, 2024, scheduled future maturities and present value of the operating lease liabilities are as follows:

(In thousands)

September 30, 2023

March 31, 2024

Remainder of 2024

8 unchanged sentences

(a) Capital commitment

The Company incurred data costs of $ 2,367 and $ 2,332 for the three months ended September 30, 2023 and 2022, respectively , and $ 7,086 and $ 6,832 for the nine months ended September 30, 2023 and 2022, respectively, under certain data licensing agreements.

As of September 30, 2023, material capital commitments under certain data licensing agreements were $ 22,141 , shown as follows:

The Company incurred data costs of $ 2,434 and $ 2,361 for the three months ended March 31, 2024 and 2023, respectively , under certain data licensing agreements.

As of March 31, 2024, material capital commitments under certain data licensing agreements were $ 20,083 , shown as follows:

(In thousands)

September 30, 2023

March 31, 2024

Remainder of 2024

3 unchanged sentences

The Company does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated.

The Company may be involved in litigation from time to time in the ordinary course of business.

In addition to the foregoing, the Company may be involved in litigation from time to time in the ordinary course of business.

The Company does not believe that the ultimate resolution of any such matters will have a material adverse effect on its business, financial condition, results of operations or cash flows.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements