What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-06 compared with 2024-08-07 · 75 added, 76 removed, 187 unchanged (45% of the section changed)

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FOREWARN is an app-based solution currently tailored for the real estate industry, providing instant knowledge prior to face-to-face engagement with a consumer, helping professionals identify and mitigate risk.

As of June 30, 2024 and 2023, IDI had 8,477 and 7,497 billable customers and FOREWARN had 263,876 and 146,537 users, respectively.

As of September 30, 2024 and 2023, IDI had 8,743 and 7,769 billable customers and FOREWARN had 284,967 and 168,356 users, respectively.

We define a billable customer of IDI as a single entity that generated revenue during the last three months of the period.

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

For the three months ended June 30, 2024 and 2023, 74% and 79% of total revenue was attributable to customers with pricing contracts, respectively, versus 26% and 21% attributable to transactional customers, respectively.

For the six months ended June 30, 2024 and 2023, 76% and 77% of total revenue was attributable to customers with pricing contracts, respectively, versus 24% and 23% attributable to transactional customers, respectively.

For the three months ended September 30, 2024 and 2023, 77% and 79% of total revenue was attributable to customers with pricing contracts, respectively, versus 23% and 21% attributable to transactional customers, respectively.

For the nine months ended September 30, 2024 and 2023, 76% and 78% of total revenue was attributable to customers with pricing contracts, respectively, versus 24% and 22% attributable to transactional customers, respectively.

We endeavor to understand our customers’ needs at the moment of first engagement.

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See Note 1(b), “ Recently issued accounting standards,” in “Notes to Condensed Consolidated Financial Statements.”

Second Quarter Financial Results

For the three months ended June 30, 2024 as compared to the three months ended June 30, 2023:

Third Quarter Financial Results

For the three months ended September 30, 2024 as compared to the three months ended September 30, 2023:

• Total revenue increased 20% to $19.1 million.

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Adjusted gross margin increased to 83% from 79%.

• Net income increased 90% to $2.6 million, which resulted in earnings of $0.19 per basic and diluted share.

Net income margin increased to 14% from 9%.

• Net income was $1.7 million compared to $12.5 million (inclusive of a one-time deferred income tax benefit of $10.3 million), which resulted in earnings of $0.12 per basic and diluted share.

Net income margin decreased to 9% from 79%.

• Adjusted EBITDA increased 25% to $6.7 million.

Adjusted EBITDA margin increased to 35% from 34%.

• Adjusted net income increased 33% to $3.9 million, which resulted in adjusted earnings of $0.28 per basic and diluted share.

• Adjusted net income increased 23% to $3.2 million, which resulted in adjusted earnings of $0.23 and $0.22 per basic and diluted share, respectively.

• Net cash provided by operating activities increased 25% to $7.2 million.

• Cash and cash equivalents were $30.9 million as of June 30, 2024.

Second Quarter and Recent Business Highlights

• Added 236 customers to IDI during the second quarter, ending the quarter with 8,477 customers.

• Added 27,237 users to FOREWARN during the second quarter, ending the quarter with 263,876 users.

• Cash and cash equivalents were $35.7 million as of September 30, 2024.

Third Quarter and Recent Business Highlights

• Added 266 customers to IDI during the third quarter, ending the quarter with 8,743 customers.

• Added 21,091 users to FOREWARN during the third quarter, ending the quarter with 284,967 users.

Over 500 REALTOR ® Associations throughout the U.S.

are now contracted to use FOREWARN.

• Purchased 15,804 shares of the Company’s common stock during the second quarter at an average price of $18.61 per share pursuant to the Company’s $15.0 million Stock Repurchase Program (as defined below).

Total shares purchased during the first half of 2024 was 292,744 shares at an average price of $19.81 per share.

• Purchased 292,744 shares of the Company’s common stock year to date at an average price of $19.81 per share pursuant to the Company’s $15.0 million Stock Repurchase Program, as amended, that was initially authorized on May 2, 2022.

The Company has $4.6 million remaining under the Stock Repurchase Program.

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Management evaluates the financial performance of our business on a variety of key indicators, including non-GAAP metrics of adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted earnings per share, adjusted gross profit, adjusted gross margin, and free cash flow ("FCF").

Adjusted EBITDA is a non-GAAP financial measure equal to net income, the most directly comparable financial measure based on US GAAP, excluding interest income, net, income tax expense, depreciation and amortization, share-based compensation expense, litigation costs, and write-off of long-lived assets and others.

Adjusted EBITDA is a non-GAAP financial measure equal to net income, the most directly comparable financial measure based on US GAAP, excluding interest income, net, income tax expense (benefit), depreciation and amortization, share-based compensation expense, litigation costs, and write-off of long-lived assets and others.

We define adjusted EBITDA margin as adjusted EBITDA as a percentage of revenue.

Adjusted net income is a non-GAAP financial measure equal to net income, the most directly comparable financial measure based on US GAAP, excluding share-based compensation expense, and amortization of share-based compensation capitalized in intangible assets, and including the tax effect of adjustments.

Adjusted net income is a non-GAAP financial measure equal to net income, the most directly comparable financial measure based on US GAAP, excluding share-based compensation expense, amortization of share-based compensation capitalized in intangible assets, and discrete tax items, and including the tax effect of adjustments.

We define adjusted earnings per share as adjusted net income divided by the weighted average shares outstanding.

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The following is a reconciliation of net income, the most directly comparable US GAAP financial measure, to adjusted EBITDA:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars in thousands)

Interest income, net

Income tax expense

Income tax expense (benefit)

Depreciation and amortization

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The following is a reconciliation of net income, the most directly comparable US GAAP financial measure, to adjusted net income:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars in thousands, except share data)

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capitalized in intangible assets

Discrete tax items (1)

Tax effect of adjustments (2)

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Weighted average shares outstanding:

(1) During the three months ended September 30, 2023, $10.3 million of income tax benefit was recognized as a result of the release of the valuation allowance previously recorded on our deferred tax asset and the cumulative research and development tax credit, which were excluded to calculate the adjusted net income.

(2) The tax effect of adjustments is calculated using the expected federal and state statutory tax rate.

The expected federal and state income tax rate was approximately 25.75% for the three and six months ended June 30, 2024.

There was no tax effect of such adjustments for the three and six months ended June 30, 2023, as a full valuation allowance was provided for the net deferred tax assets.

The expected federal and state income tax rate was approximately 26.00% for the three and nine months ended September 30, 2024, and 25.75% for the three and nine months ended September 30, 2023.

The following is a reconciliation of gross profit, the most directly comparable US GAAP financial measure, to adjusted gross profit:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars in thousands)

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The following is a reconciliation of net cash provided by operating activities, the most directly comparable US GAAP financial measure, to FCF:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Dollars in thousands)

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Results of Operations

Three months ended June 30, 2024 compared to three months ended June 30, 2023

Revenue increased $4.4 million or 30% to $19.1 million for the three months ended June 30, 2024 from $14.7 million for the three months ended June 30, 2023.

Three months ended September 30, 2024 compared to three months ended September 30, 2023

Revenue increased $3.3 million or 20% to $19.1 million for the three months ended September 30, 2024 from $15.8 million for the three months ended September 30, 2023.

Revenue from new customers increased $0.3 million or 19%, base revenue from existing customers increased $2.9 million or 23%, and growth revenue from existing customers increased $0.1 million or 3%.

Our IDI billable customer base grew from 7,497 customers as of June 30, 2023 to 8,477 customers as of June 30, 2024, and our FOREWARN user base grew from 146,537 users to 263,876 users during that same period.

Our IDI billable customer base grew from 7,769 customers as of September 30, 2023 to 8,743 customers as of September 30, 2024, and our FOREWARN user base grew from 168,356 users to 284,967 users during that same period.

Revenue from new customers represents the total monthly revenue generated from new customers in a given period.

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Cost of revenue (exclusive of depreciation and amortization) .

Cost of revenue increased $0.3 million or 7% to $3.5 million for the three months ended June 30, 2024 from $3.2 million for the three months ended June 30, 2023.

Cost of revenue remained consistent at $3.3 million for the three months ended September 30, 2024 and 2023.

Our cost of revenue primarily includes data acquisition costs.

Data acquisition costs consist primarily of the costs to acquire data either on a transactional basis or through flat-fee data licensing agreements, including unlimited usage agreements.

We continue to enhance the breadth and depth of our data through the addition and expansion of relationships with key data suppliers, including our largest data supplier, which accounted for 46% and 48% of our total data acquisition costs for the three months ended June 30, 2024 and 2023, respectively.

We continue to enhance the breadth and depth of our data through the addition and expansion of relationships with key data suppliers, including our largest data supplier, which accounted for 48% and 47% of our total data acquisition costs for the three months ended September 30, 2024 and 2023, respectively.

Other cost of revenue items include expenses related to third-party infrastructure fees and pertinent personnel costs.

As the construct of our data costs is primarily a flat-fee, unlimited usage model, the cost of revenue as a percentage of revenue decreased to 18% for the three months ended June 30, 2024 from 22% for the three months ended June 30, 2023.

As the construct of our data costs is primarily a flat-fee, unlimited usage model, the cost of revenue as a percentage of revenue decreased to 17% for the three months ended September 30, 2024 from 21% for the three months ended September 30, 2023.

We expect that cost of revenue as a percentage of revenue will continue to decrease over the coming years as our revenue increases.

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Sales and marketing expenses .

Sales and marketing expenses increased $1.3 million or 43% to $4.4 million for the three months ended June 30, 2024 from $3.1 million for the three months ended June 30, 2023.

Sales and marketing expenses increased $1.4 million or 43% to $4.8 million for the three months ended September 30, 2024 from $3.4 million for the three months ended September 30, 2023.

Sales and marketing expenses consist of salaries and benefits, advertising and marketing, travel expenses, and share-based compensation expense, incurred by our sales team, and provision for bad debts.

The increase during the three months ended June 30, 2024 was primarily attributable to the increase of $1.2 million in salaries and benefits, and sales commission.

The increase during the three months ended September 30, 2024 was primarily attributable to the increase of $1.3 million in salaries and benefits, and sales commission.

General and administrative expenses .

General and administrative expenses increased $0.7 million or 13% to $5.8 million for the three months ended June 30, 2024 from $5.1 million for the three months ended June 30, 2023.

For the three months ended June 30, 2024 and 2023, our general and administrative expenses consisted primarily of employee salaries and benefits of $2.9 million and $2.6 million, respectively, share-based compensation expense of $1.2 million and $1.2 million, respectively, and professional fees of $1.0 million and $0.8 million, respectively.

General and administrative expenses increased $0.8 million or 15% to $6.0 million for the three months ended September 30, 2024 from $5.2 million for the three months ended September 30, 2023.

For the three months ended September 30, 2024 and 2023, our general and administrative expenses consisted primarily of employee salaries and benefits of $2.9 million and $2.4 million, respectively, share-based compensation expense of $1.5 million and $1.3 million, respectively, and professional fees of $0.9 million and $0.9 million, respectively.

Depreciation and amortization .

Depreciation and amortization expenses increased $0.3 million or 16% to $2.4 million for the three months ended June 30, 2024 from $2.1 million for the three months ended June 30, 2023.

The increase in depreciation and amortization for the three months ended June 30, 2024 resulted primarily from the amortization of software developed for internal use that became ready for its intended use after June 30, 2023.

Depreciation and amortization expenses increased $0.2 million or 12% to $2.4 million for the three months ended September 30, 2024 from $2.2 million for the three months ended September 30, 2023.

The increase in depreciation and amortization for the three months ended September 30, 2024 resulted primarily from the amortization of software developed for internal use that became ready for its intended use after September 30, 2023.

Interest income, net .

Interest income, net remained consistent at $0.3 million for the three months ended June 30, 2024 and 2023.

Interest income, net increased $0.1 million or 1% to $0.4 million for the three months ended September 30, 2024 from $0.3 million for the three months ended September 30, 2023.

This was primarily due to interest income earned on investments in certain money market funds.

Income before income taxes .

Income before income taxes increased $1.9 million or 118% to $3.4 million for the three months ended June 30, 2024 from $1.5 million for the three months ended June 30, 2023.

The increase was primarily attributable to the increase in revenue, and decrease in our cost of revenue as a percentage of revenue, which was partially offset by the increase in employee salaries and benefits and sales commissions of $1.5 million, professional fees of $0.2 million, and depreciation and amortization of $0.3 million.

Income before income taxes increased $0.8 million or 35% to $2.9 million for the three months ended September 30, 2024 from $2.1 million for the three months ended September 30, 2023.

The increase was primarily attributable to the increase in revenue, and decrease in our cost of revenue as a percentage of revenue, which was partially offset by the increase in employee salaries and benefits and sales commissions of $1.8 million, share-based compensation expense of $0.3 million, and depreciation and amortization of $0.2 million.

Income taxes .

Income tax expense of $0.7 million and $0.2 million was recognized for the three months ended June 30, 2024 and 2023, respectively.

A valuation allowance on the deferred tax assets was recognized as of June 30, 2023 to reduce the deferred tax assets to the amount that is more likely than not to be realized.

Beginning from the three months ended September 30, 2023, the Company released the valuation allowance as the Company concluded that the realization of the deferred tax assets is more likely than not.

Income tax expense of $1.1 million was recognized for the three months ended September 30, 2024 compared to income tax benefit of $10.4 million, inclusive of a one-time deferred income tax benefit of $10.3 million as a result of the release of the valuation allowance previously recorded on deferred tax asset and the cumulative research and development tax credit, for the three months ended September 30, 2023.

During the three months ended September 30, 2023, the Company released the valuation allowance previously recorded against its deferred tax assets as the Company concluded that the realization of the deferred tax assets as of September 30, 2023 is more likely than not.

See Note 6, “Income taxes,” included in “Notes to Condensed Consolidated Financial Statements.”

Net income was $2.6 million for the three months ended June 30, 2024 compared to $1.4 million for the three months ended June 30, 2023, as a result of the foregoing.

Six months ended June 30, 2024 compared to six months ended June 30, 2023

Revenue increased $7.3 million or 25% to $36.6 million for the six months ended June 30, 2024 from $29.3 million for the six months ended June 30, 2023.

Net income was $1.7 million for the three months ended September 30, 2024 compared to $12.5 million for the three months ended September 30, 2023, as a result of the foregoing.

Nine months ended September 30, 2024 compared to nine months ended September 30, 2023

Revenue increased $10.5 million or 23% to $55.6 million for the nine months ended September 30, 2024 from $45.1 million for the nine months ended September 30, 2023.

Revenue from new customers increased $0.7 million or 15%, base revenue from existing customers increased $7.5 million or 21%, and growth revenue from existing customers increased $2.3 million or 42%.

Revenue from new customers represents the total monthly revenue generated from new customers in a given period.

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Cost of revenue (exclusive of depreciation and amortization) .

Cost of revenue increased $0.8 million or 12% to $7.2 million for the six months ended June 30, 2024 from $6.4 million for the six months ended June 30, 2023.

Cost of revenue increased $0.8 million or 8% to $10.5 million for the nine months ended September 30, 2024 from $9.7 million for the nine months ended September 30, 2023.

Our cost of revenue primarily includes data acquisition costs.

Data acquisition costs consist primarily of the costs to acquire data either on a transactional basis or through flat-fee data licensing agreements, including unlimited usage agreements.

We continue to enhance the breadth and depth of our data through the addition and expansion of relationships with key data suppliers, including our largest data supplier, which accounted for 44% and 48% of our total data acquisition costs for the six months ended June 30, 2024 and 2023, respectively.

We continue to enhance the breadth and depth of our data through the addition and expansion of relationships with key data suppliers, including our largest data supplier, which accounted for 45% and 48% of our total data acquisition costs for the nine months ended September 30, 2024 and 2023, respectively.

Other cost of revenue items include expenses related to third-party infrastructure fees and pertinent personnel costs.

As the construct of our data costs is primarily a flat-fee, unlimited usage model, the cost of revenue as a percentage of revenue decreased to 20% for the six months ended June 30, 2024 from 22% for the six months ended June 30, 2023.

As the construct of our data costs is primarily a flat-fee, unlimited usage model, the cost of revenue as a percentage of revenue decreased to 19% for the nine months ended September 30, 2024 from 22% for the nine months ended September 30, 2023.

We expect that cost of revenue as a percentage of revenue will continue to decrease over the coming years as our revenue increases.

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Sales and marketing expenses .

Sales and marketing expenses increased $1.1 million or 17% to $8.1 million for the six months ended June 30, 2024 from $7.0 million for the six months ended June 30, 2023.

Sales and marketing expenses increased $2.6 million or 25% to $12.9 million for the nine months ended September 30, 2024 from $10.3 million for the nine months ended September 30, 2023.

The increase during the six months ended June 30, 2024 was primarily attributable to the increase of $1.5 million in salaries and benefits, and sales commission, which was offset by the decrease of $0.6 million in provision for bad debts.

The increase during the nine months ended September 30, 2024 was primarily attributable to the increase of $2.8 million in salaries and benefits, and sales commission, which was offset by the decrease of $0.6 million in provision for bad debts.

General and administrative expenses .

General and administrative expenses increased $1.2 million or 12% to $11.5 million for the six months ended June 30, 2024 from $10.3 million for the six months ended June 30, 2023.

For the six months ended June 30, 2024 and 2023, our general and administrative expenses consisted primarily of employee salaries and benefits of $5.6 million and $5.3 million, respectively, share-based compensation expense of $2.5 million and $2.5 million, respectively, and professional fees of $2.2 million and $1.4 million, respectively.

General and administrative expenses increased $2.0 million or 13% to $17.5 million for the nine months ended September 30, 2024 from $15.5 million for the nine months ended September 30, 2023.

For the nine months ended September 30, 2024 and 2023, our general and administrative expenses consisted primarily of employee salaries and benefits of $8.5 million and $7.7 million, respectively, share-based compensation expense of $4.0 million and $3.7 million, respectively, and professional fees of $3.1 million and $2.3 million, respectively.

Depreciation and amortization .

Depreciation and amortization expenses increased $0.6 million or 17% to $4.6 million for the six months ended June 30, 2024 from $4.0 million for the six months ended June 30, 2023.

The increase in depreciation and amortization for the six months ended June 30, 2024 resulted primarily from the amortization of software developed for internal use that became ready for its intended use after June 30, 2023.

Depreciation and amortization expenses increased $1.0 million or 15% to $7.1 million for the nine months ended September 30, 2024 from $6.1 million for the nine months ended September 30, 2023.

The increase in depreciation and amortization for the nine months ended September 30, 2024 resulted primarily from the amortization of software developed for internal use that became ready for its intended use after September 30, 2023.

Interest income, net .

Interest income, net increased $0.1 million or 13% to $0.7 million for the six months ended June 30, 2024 from $0.6 million for the six months ended June 30, 2023.

Interest income, net increased $0.1 million or 9% to $1.0 million for the nine months ended September 30, 2024 from $0.9 million for the nine months ended September 30, 2023.

This was primarily due to interest income earned on investments in certain money market funds.

Income before income taxes .

Income before income taxes increased $3.5 million or 156% to $5.7 million for the six months ended June 30, 2024 from $2.2 million for the six months ended June 30, 2023.

The increase was primarily attributable to the increase in revenue, decrease in our cost of revenue as a percentage of revenue, and decrease in provision for bad debts of $0.6 million, which was partially offset by the increase in employee salaries and benefits and sales commissions of $1.8 million, professional fees of $0.8 million, and depreciation and amortization of $0.6 million.

Income before income taxes increased $4.3 million or 97% to $8.6 million for the nine months ended September 30, 2024 from $4.3 million for the nine months ended September 30, 2023.

The increase was primarily attributable to the increase in revenue, decrease in our cost of revenue as a percentage of revenue, and decrease in provision for bad debts of $0.6 million, which was partially offset by the increase in employee salaries and benefits and sales commissions of $3.6 million, share-based compensation expense of $0.4 million, professional fees of $0.8 million, and depreciation and amortization of $1.0 million.

Income taxes .

Income tax expense of $1.3 million and $0.1 million was recognized for the six months ended June 30, 2024 and 2023, respectively.

A valuation allowance on the deferred tax assets was recognized as of June 30, 2023 to reduce the deferred tax assets to the amount that is more likely than not to be realized.

Income tax expense of $2.4 million was recognized for the nine months ended September 30, 2024 compared to income tax benefit of $10.3 million, primarily a one-time deferred income tax benefit as a result of the release of the valuation allowance previously recorded on deferred tax asset and the cumulative research and development tax credit, for the nine months ended September 30, 2023.

Beginning from the three months ended September 30, 2023, the Company released the valuation allowance previously recorded against its deferred tax assets as the Company concluded that the realization of the deferred tax assets as of

September 30, 2023 is more likely than not.

See Note 6, “Income taxes,” included in “Notes to Condensed Consolidated Financial Statements.”

Net income was $4.4 million for the six months ended June 30, 2024 compared to $2.1 million for the six months ended June 30, 2023, as a result of the foregoing.

Net income was $6.1 million for the nine months ended September 30, 2024 compared to $14.6 million for the nine months ended September 30, 2023, as a result of the foregoing.

Effect of Inflation

We believe that the persistent inflationary pressure throughout 2023 and up to June 30, 2024 has contributed to deteriorating macroeconomic conditions and increased recession fears, causing businesses to slow their spending over the last several months, which have resulted, and may continue to result, in fluctuations in volumes, pricing and operating margins for our services.

We believe that the persistent inflationary pressure throughout 2023 and up to September 30, 2024 has contributed to deteriorating macroeconomic conditions and increased recession fears, causing businesses to slow their spending over the last several months, which have resulted, and may continue to result, in fluctuations in volumes, pricing and operating margins for our services.

Also, higher interest rates imposed to combat inflation, may reduce the demand for credit, which may lead to a decline in the volume of services we provide to our customers in the banking or financial industry, or other industries that are affected by these types of disruptions.

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Cash flows provided by operating activities .

For the six months ended June 30, 2024, net cash provided by operating activities was $10.0 million, primarily the result of the net income of $4.4 million, adjusted for certain non-cash items (consisting of share-based compensation expense, depreciation and amortization, provision for bad debts, noncash lease expenses, and deferred income tax expense) totaling $9.0 million, and the cash used as a result of changes in assets and liabilities of $3.4 million, primarily the result of the increase in accounts receivable, prepaid expenses and other current assets, and other noncurrent assets, and the decrease in accrued expenses and other current liabilities, and operating lease liabilities, which was partially offset by the increase in accounts payable.

For the six months ended June 30, 2023, net cash provided by operating activities was $5.1 million, primarily the result of the net income of $2.1 million, adjusted for certain non-cash items, primarily as mentioned above, totaling $7.9 million, and the cash used as a result of changes in assets and liabilities of $4.9 million, primarily the result of the increase in accounts receivable, and prepaid expenses and other current assets, and the decrease in accounts payable, accrued expenses and other current liabilities, and operating lease liabilities.

For the nine months ended September 30, 2024, net cash provided by operating activities was $17.3 million, primarily the result of the net income of $6.1 million, adjusted for certain non-cash items (consisting of share-based compensation expense, depreciation and amortization, write-off of long-lived assets, provision for bad debts, noncash lease expenses, and deferred income tax expense (benefit)) totaling $14.4 million, and the cash used as a result of changes in assets and liabilities of $3.3 million, primarily the result of the increase in accounts receivable, prepaid expenses and other current assets, and other noncurrent assets, and the decrease in accrued expenses and other current liabilities, and operating lease liabilities, which was partially offset by the increase in accounts payable.

For the nine months ended September 30, 2023, net cash provided by operating activities was $10.9 million, primarily the result of the net income of $14.6 million, adjusted for certain non-cash items, as mentioned above, totaling $(1.3) million, and the cash used as a result of changes in assets and liabilities of $5.0 million, primarily the result of the increase in accounts receivable, and prepaid expenses and other current assets, and the decrease in accounts payable, accrued expenses and other current liabilities, and operating lease liabilities.

Cash flows used in investing activities .

For the six months ended June 30, 2024 and 2023, net cash used in investing activities was $4.9 million and $4.6 million, respectively, primarily as a result of capitalized costs included in intangible assets.

For the nine months ended September 30, 2024 and 2023, net cash used in investing activities was $7.3 million and $7.0 million, respectively, primarily as a result of capitalized costs included in intangible assets.

Cash flows used in financing activities .

For the six months ended June 30, 2024, net cash used in financing activities was $6.3 million, resulting from the taxes paid related to the net share settlement of vesting of RSUs of $0.4 million, and the result of $5.9 million paid in aggregate for the repurchase of common stock pursuant to a stock repurchase program that the board of directors authorized on May 2, 2022 (the "Stock Repurchase Program"), authorizing the repurchase of up to $5.0 million of our common stock.

For the nine months ended September 30, 2024, net cash used in financing activities was $6.3 million, resulting from the taxes paid related to the net share settlement of vesting of RSUs of $0.4 million, and the result of $5.9 million paid in aggregate for the repurchase of common stock pursuant to a stock repurchase program that the board of directors authorized on May 2, 2022 (the "Stock Repurchase Program"), authorizing the repurchase of up to $5.0 million of our common stock.

Subsequently on each of December 19, 2023 and March 28, 2024, the board of directors approved the repurchases of an additional $5.0 million of our common stock under the Stock Repurchase Program.

For the six months ended June 30, 2023, net cash used in financing activities was $1.0 million, mainly the result of $0.9 million paid in aggregate for the repurchase of common stock pursuant to the Stock Repurchase Program.

As of June 30, 2024, we had material commitments under certain data licensing agreements of $17.9 million.

For the nine months ended September 30, 2023, net cash used in financing activities was $1.4 million, mainly the result of $1.3 million paid in aggregate for the repurchase of common stock pursuant to the Stock Repurchase Program.

As of September 30, 2024, we had material commitments under certain data licensing agreements of $15.2 million.

We anticipate funding our operations using available cash and cash flow generated from operations within the next twelve months.

We reported net income of $2.6 million and $1.4 million for the three months ended June 30, 2024 and 2023, respectively, and net income of $4.4 million and $2.1 million for the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024, we had a total shareholders’ equity balance of $88.0 million.

As of June 30, 2024, we had cash and cash equivalents of approximately $30.9 million.

We reported net income of $1.7 million and $12.5 million (inclusive of a one-time deferred income tax benefit of $10.3 million as a result of the release of valuation allowance previously recorded against our deferred tax assets and the cumulative research and development tax credit) for the three months ended September 30, 2024 and 2023, respectively, and $6.1 million and $14.6 million (inclusive of a one-time deferred income tax benefit of $10.3 million as a result of the release of valuation allowance previously recorded against our deferred tax assets and the cumulative research and development tax credit) for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024, we had a total shareholders’ equity balance of $91.7 million.

As of September 30, 2024, we had cash and cash equivalents of approximately $35.7 million.

Based on projections of growth in revenue and operating results in the next twelve months, and the available cash and cash equivalents held by us, we believe that we will have sufficient cash resources to finance our operations and expected capital expenditures for the next twelve months.

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Off-Balance Sheet Arrangements

As of June 30, 2024, we did not have any off-balance sheet arrangements, as defined in Item 303 of Regulation S-K.

As of September 30, 2024, we did not have any off-balance sheet arrangements, as defined in Item 303 of Regulation S-K.

Quantitative and Qualitati ve Disclosures About Market Risk.

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 2. Management’s Discussion and Analysis