What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-06 compared with 2025-05-07 · 121 added, 54 removed, 194 unchanged (47% of the section changed)

29 unchanged sentences

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 March 31, 2025 and 2024, IDI had 9,241 and 8,241 billable customers, respectively, and FOREWARN had 325,336 and 236,639 users, respectively.

As of June 30, 2025 and 2024, IDI had 9,549 and 8,477 billable customers, respectively, and FOREWARN had 346,671 and 263,876 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 March 31, 2025 and 2024, 74% and 78% of total revenue was attributable to customers with pricing contracts, respectively, versus 26% and 22% attributable to transactional customers, respectively.

For the three months ended June 30, 2025 and 2024, 77% and 74% of total revenue was attributable to customers with pricing contracts, respectively, versus 23% and 26% attributable to transactional customers, respectively.

For the six months ended June 30, 2025 and 2024, 76% of total revenue was attributable to customers with pricing contracts, versus 24% attributable to transactional customers.

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.”

First Quarter Financial Results

For the three months ended March 31, 2025 as compared to the three months ended March 31, 2024:

Second Quarter Financial Results

For the three months ended June 30, 2025 as compared to the three months ended June 30, 2024:

• Total revenue increased 14% to $21.8 million.

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• Net income increased 2% to $2.7 million, which resulted in earnings of $0.19 and $0.18 per basic and diluted share, respectively.

Net income margin increased to 16% from 10%.

Net income margin decreased to 12% from 14%.

• Adjusted EBITDA increased 12% to $7.6 million.

Adjusted EBITDA margin increased to 38% from 32%.

Adjusted EBITDA margin decreased to 35% from 36%.

• Adjusted net income increased 6% to $4.1 million, which resulted in adjusted earnings of $0.29 and $0.28 per basic and diluted share, respectively.

• Net cash provided by operating activities increased 31% to $7.5 million.

• Cash and cash equivalents were $34.6 million as of March 31, 2025.

First Quarter and Recent Business Highlights

• Added 315 customers to IDI during the first quarter, ending the quarter with 9,241 customers.

• Added 21,918 users to FOREWARN during the first quarter, ending the quarter with 325,336 users.

• Cash and cash equivalents were $38.8 million as of June 30, 2025.

Second Quarter and Recent Business Highlights

• Added 308 customers to IDI during the second quarter, ending the quarter with 9,549 customers.

• Added 21,335 users to FOREWARN during the second quarter, ending the quarter with 346,671 users.

Over 575 REALTOR ® Associations throughout the U.S.

are now contracted to use FOREWARN.

• Paid out a special cash dividend of $0.30 per share on our common stock to shareholders of record as of January 31, 2025.

The dividend, totaling $4.2 million, was paid on February 14, 2025.

• Continued to win higher-tier customers at an accelerated pace, with total customer spend outpacing prior-year levels across each key revenue cohort, including $10,000 to $25,000, $25,000 to $100,000, and over $100,000, in trailing twelve-month revenue.

Use and Reconciliation of Non-GAAP Financial Measures

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, income tax expense, 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.

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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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in thousands)

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Litigation costs

Write-off of long-lived assets and others

Acquisition-related costs

Write-off of long-lived assets

Adjusted EBITDA

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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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in thousands, except share data)

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(1) 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 26.00% and 25.75% for the three months ended March 31, 2025 and 2024, respectively.

The expected federal and state income tax rate was approximately 26.00% for the three and six months ended June 30, 2025, and 25.75% for the three and six months ended June 30, 2024.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in thousands)

Cost of revenue (exclusive of depreciation and amortization)

Cost of revenue (exclusive of depreciation and

amortization)

Depreciation and amortization related to cost of revenue

Depreciation and amortization of certain intangible assets (1)

Depreciation and amortization of certain intangible

Adjusted gross profit

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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 March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in thousands)

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Results of Operations

Three months ended March 31, 2025 compared to three months ended March 31, 2024

Revenue increased $4.5 million, or 26%, to $22.0 million for the three months ended March 31, 2025, compared to $17.5 million for the same period in 2024.

The increase was driven by strong onboarding of new customers and stable recurring revenue from our existing customer base.

Three months ended June 30, 2025 compared to three months ended June 30, 2024

Revenue increased $2.7 million, or 14%, to $21.8 million for the three months ended June 30, 2025, compared to $19.1 million for the same period in 2024.

The increase was driven by volume expansion across the existing customer base, partially offset by the decrease in revenue from new customers.

• Revenue from existing customers increased $3.1 million, or 18%.

• Revenue from new customers decreased $0.4 million, or 19%.

Note, the $19.1 million in revenue for the three months ended June 30, 2024, included $1.0 million in one-time transactional revenue attributable to a large opportunity win from an existing customer.

No comparable one-time transactional revenue was included in the $21.8 million in revenue for the three months ended June 30, 2025.

Revenue from new customers represents total monthly revenue generated from customers during their first six full calendar months of revenue contribution.

Revenue from existing customers represents total monthly revenue generated from customers beginning in their seventh full calendar month of revenue contribution.

Beginning in the first quarter of 2025, we consolidated our prior base revenue and growth revenue categories into a single revenue from existing customers metric to provide a more streamlined and meaningful view of ongoing customer contribution.

As of June 30, 2025, our IDI billable customer base increased to 9,549 customers, up from 8,477 customers a year earlier.

Our FOREWARN user base increased to 346,671 users, up from 263,876 users a year earlier.

Cost of revenue (exclusive of depreciation and amortization)

Cost of revenue (exclusive of depreciation and amortization) remained consistent at $3.5 million for the three months ended June 30, 2025 and 2024.

Our cost of revenue primarily consists of data acquisition costs, which includes the cost to acquire data under flat-fee licensing agreements, including unlimited usage arrangements, as well as purchases on a transactional basis.

We continue to enhance the breadth and depth of our data by the addition and expansion of relationships with key data suppliers, including our largest data supplier, which accounted for 46% of our total data acquisition costs for the three months ended June 30, 2025 and 2024.

Effective on May 1, 2025, we entered into an amendment with our largest data supplier, extending the term of the agreement through April 30, 2031.

Additional components of our cost of revenue include cloud infrastructure fees and pertinent personnel-related costs.

Due to the fixed-cost nature of our primary data licensing structure, cost of revenue as a percentage of revenue decreased to 16% for the three months ended June 30, 2025, compared to 18% for the same period in 2024.

We expect this percentage to continue to decline over time as our revenue increases.

Sales and marketing expenses

Sales and marketing expenses increased $1.2 million, or 28%, to $5.6 million for the three months ended June 30, 2025, compared to $4.4 million for the same period in 2024.

The increase reflects our continued investment in expanding our go-to-market capabilities to support long-term revenue growth.

Sales and marketing expenses include personnel-related expenses, advertising, marketing and agency expenses, travel expenses, and share-based compensation expense incurred by our sales team, and provision for bad debts.

The increase was primarily driven by:

• an increase of $1.0 million in personnel-related expenses;

• an increase of $0.1 million in advertising, marketing and agency expenses.

General and administrative expenses

General and administrative expenses increased $1.5 million, or 26%, to $7.3 million for the three months ended June 30, 2025, compared to $5.8 million for the same period in 2024.

The increase reflects higher personnel-related expenses and share-based compensation expense to support the continued growth of the business.

For the three months ended June 30, 2025 and 2024, general and administrative expenses consisted primarily of:

• personnel-related expenses of $3.5 million and $2.9 million, respectively;

• share-based compensation expense of $1.6 million and $1.2 million, respectively;

• professional fees of $1.6 million and $1.0 million, respectively.

Professional fees included $0.4 million and $0, respectively, of acquisition-related costs incurred in connection with the due diligence of potential strategic targets.

Depreciation and amortization

Depreciation and amortization expenses increased $0.2 million, or 11%, to $2.6 million for the three months ended June 30, 2025, compared to $2.4 million for the same period in 2024.

The increase was primarily driven by the amortization of intangible assets that became ready for their intended use after June 30, 2024.

Interest income

Interest income remained consistent at $0.3 million for the three months ended June 30, 2025 and 2024.

The interest income was primarily attributable to yields on money market fund investments.

Income before income taxes

Income before income taxes decreased $0.3 million, or 9%, to $3.1 million for the three months ended June 30, 2025, compared to $3.4 million for the same period in 2024.

The decrease was primarily driven by:

• an increase of $1.6 million in personnel-related expenses;

• an increase of $0.6 million in professional fees;

• an increase of $0.4 million in share-based compensation expense;

• an increase of $0.2 million in depreciation and amortization expense,

partially offset by:

• an increase of $2.7 million in revenue.

Income tax expense

Income tax expense was $0.4 million for the three months ended June 30, 2025, compared to $0.7 million for the same period in 2024.

The decrease in income tax expense was primarily attributable to the lower pre-tax income, and a decrease in the effective tax rate to 13% for the three months ended June 30, 2025 from 22% for the same period in 2024.

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted into law.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including the full expensing of domestic research and experimentation expenditures.

For additional information, refer to Note 6, “Income taxes,” in the “Notes to Condensed Consolidated Financial Statements.”

Net income increased $0.1 million, or 2%, to $2.7 million for the three months ended June 30, 2025, compared to $2.6 million for the same period in 2024, as a result of the foregoing.

Six months ended June 30, 2025 compared to six months ended June 30, 2024

Revenue increased $7.2 million, or 20%, to $43.8 million for the six months ended June 30, 2025, compared to $36.6 million for the same period in 2024.

The increase was driven by strong onboarding of new customers and volume expansion across the existing customer base.

• Revenue from new customers increased $0.9 million, or 28%.

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As of March 31, 2025, our IDI billable customer base increased to 9,241 customers, up from 8,241 customers a year earlier.

As of June 30, 2025, our IDI billable customer base increased to 9,549 customers, up from 8,477 customers a year earlier.

Our FOREWARN user base increased to 346,671 users, up from 263,876 users a year earlier.

Cost of revenue (exclusive of depreciation and amortization)

Cost of revenue (exclusive of depreciation and amortization) decreased $0.1 million, or 3%, to $3.7 million for the three months ended March 31, 2025, compared to $3.8 million for the same period in 2024.

Cost of revenue (exclusive of depreciation and amortization) remained consistent at $7.2 million for the six months ended June 30, 2025 and 2024.

We continue to enhance the breadth and depth of our data by the addition and expansion of relationships with key data suppliers, including our largest data supplier, which accounted for 43% and 41% of our total data acquisition costs for the three months ended March 31, 2025 and 2024, respectively.

We continue to enhance the breadth and depth of our data by the addition and expansion of relationships with key data suppliers, including our largest data supplier, which accounted for 45% and 44% of our total data acquisition costs for the six months ended June 30, 2025 and 2024, respectively.

Effective on May 1, 2025, we entered into an amendment with our largest data supplier, extending the term of the agreement through April 30, 2031.

Additional components of our cost of revenue include cloud infrastructure fees and pertinent personnel-related costs.

Due to the fixed-cost nature of our primary data licensing structure, cost of revenue as a percentage of revenue decreased to 17% for the three months ended March 31, 2025, compared to 21% for the same period in 2024.

Due to the fixed-cost nature of our primary data licensing structure, cost of revenue as a percentage of revenue decreased to 16% for the six months ended June 30, 2025, compared to 20% for the same period in 2024.

We expect this percentage to continue to decline over time as our revenue increases.

Sales and marketing expenses

Sales and marketing expenses increased $1.7 million, or 46%, to $5.4 million for the three months ended March 31, 2025, compared to $3.7 million for the same period in 2024.

Sales and marketing expenses increased $2.9 million, or 36%, to $11.0 million for the six months ended June 30, 2025, compared to $8.1 million for the same period in 2024.

The increase reflects our continued investment in expanding our go-to-market capabilities to support long-term revenue growth.

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• an increase of $2.5 million in personnel-related expenses;

• an increase of $0.1 million in advertising, marketing and agency expenses;

• an increase of $0.1 million in share-based compensation expense.

General and administrative expenses

General and administrative expenses increased $0.4 million, or 7%, to $6.2 million for the three months ended March 31, 2025, compared to $5.8 million for the same period in 2024.

General and administrative expenses increased $1.9 million, or 16%, to $13.4 million for the six months ended June 30, 2025, compared to $11.5 million for the same period in 2024.

The increase reflects higher personnel-related expenses and share-based compensation expense to support the continued growth of the business.

For the three months ended March 31, 2025 and 2024, general and administrative expenses consisted primarily of:

For the six months ended June 30, 2025 and 2024, general and administrative expenses consisted primarily of:

• personnel-related expenses of $6.6 million and $5.6 million, respectively;

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• professional fees of $2.6 million and $2.2 million, respectively.

Professional fees included $0.4 million and $0, respectively, of acquisition-related costs incurred in connection with the due diligence of potential strategic targets.

Depreciation and amortization

Depreciation and amortization expenses increased $0.3 million, or 12%, to $2.6 million for the three months ended March 31, 2025, compared to $2.3 million for the same period in 2024.

The increase was primarily driven by the amortization of intangible assets that became ready for their intended use after March 31, 2024.

Depreciation and amortization expenses increased $0.6 million, or 12%, to $5.2 million for the six months ended June 30, 2025, compared to $4.6 million for the same period in 2024.

The increase was primarily driven by the amortization of intangible assets that became ready for their intended use after June 30, 2024.

Interest income

Interest income decreased $0.1 million, or 16%, to $0.3 million for the three months ended March 31, 2025, compared to $0.4 million for the same period in 2024.

The decrease was primarily attributable to lower yields on money market fund investments during the quarter.

Interest income decreased $0.1 million, or 5%, to $0.6 million for the six months ended June 30, 2025, compared to $0.7 million for the same period in 2024.

This decline was primarily attributable to lower yields on money market fund investments during the current period.

Income before income taxes

Income before income taxes increased $2.2 million, or 92%, to $4.5 million for the three months ended March 31, 2025, compared to $2.3 million for the same period in 2024.

Income before income taxes increased $1.9 million, or 33%, to $7.6 million for the six months ended June 30, 2025, compared to $5.7 million for the same period in 2024.

The increase was primarily driven by:

• an increase of $7.2 million in revenue,

• a decrease of $0.1 million in cost of revenue (exclusive of depreciation and amortization),

partially offset by:

• an increase of $3.5 million in personnel-related expenses;

• an increase of $0.3 million in depreciation and amortization expense;

• an increase of $0.4 million in professional fees;

• an increase of $0.5 million in share-based compensation expense;

• an increase of $0.6 million in depreciation and amortization expense.

Income tax expense

Income tax expense was $1.1 million for the three months ended March 31, 2025, compared to $0.6 million for the same period in 2024.

The increase in income tax expense was primarily attributable to higher pre-tax income, as the Company’s effective tax rate remained consistent at 24% in both periods.

Income tax expense was $1.5 million for the six months ended June 30, 2025, compared to $1.3 million for the same period in 2024.

The increase in income tax expense was primarily driven by higher pre-tax income, partially offset by a decrease in the effective tax rate to 19% for the six months ended June 30, 2025 from 23% for the same period in 2024.

On July 4, 2025, the OBBBA was enacted into law, which makes permanent key elements of the Tax Cuts and Jobs Act, including the full expensing of domestic research and experimentation expenditures.

For additional information, refer to Note 6, “Income taxes,” in the “Notes to Condensed Consolidated Financial Statements.”

Net income increased $1.6 million, or 93%, to $3.4 million for the three months ended March 31, 2025, compared to $1.8 million for the same period in 2024, as a result of the foregoing.

Net income increased $1.7 million, or 39%, to $6.1 million for the six months ended June 30, 2025, compared to $4.4 million for the same period in 2024, as a result of the foregoing.

Effect of Inflation

We believe that persistent inflationary pressures throughout 2024 and into the first quarter of 2025 have contributed to a more challenging macroeconomic environment, increasing recessionary concerns and prompting some businesses to moderate discretionary spending.

We believe that persistent inflationary pressures throughout 2024 and into the first half of 2025 have contributed to a more challenging macroeconomic environment, increasing recessionary concerns and prompting some businesses to moderate discretionary spending.

These conditions have resulted in — and may continue to contribute to — fluctuations in transaction volumes, pricing dynamics, and operating margins across our services.

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Cash flows provided by operating activities

For the three months ended March 31, 2025, net cash provided by operating activities was $5.0 million.

For the six months ended June 30, 2025, net cash provided by operating activities was $12.5 million.

This was primarily driven by:

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• non-cash adjustments totaling $10.3 million, including 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;

• changes in operating assets and liabilities, which resulted in a net use of cash of $3.7 million, primarily due to an increase in accounts receivable and other noncurrent assets, and a decrease in accrued expenses and other current liabilities.

For the three months ended March 31, 2024, net cash provided by operating activities was $4.3 million.

• changes in operating assets and liabilities, which resulted in a net use of cash of $4.0 million, primarily due to an increase in accounts receivable, and prepaid expenses and other current assets, and a decrease in accounts payable, accrued expenses and other current liabilities, and operating lease liabilities.

For the six months ended June 30, 2024, net cash provided by operating activities was $10.0 million.

This was primarily driven by:

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• non-cash adjustments totaling $9.0 million, including share-based compensation expense, depreciation and amortization, provision for bad debts, noncash lease expenses, and deferred income tax expense;

• changes in operating assets and liabilities, which resulted in a net use of cash of $1.8 million, primarily due to an increase in accounts receivable and prepaid expenses and other noncurrent assets, and a decrease in accrued expenses and other current liabilities, partially offset by the increase in accounts payable.

• changes in operating assets and liabilities, which resulted in a net use of cash of $3.4 million, primarily due to an increase in accounts receivable, prepaid expenses and other current assets, and other noncurrent assets, and a decrease in accrued expenses and other current liabilities and operating lease liabilities, partially offset by the increase in accounts payable.

Cash flows used in investing activities

For the three months ended March 31, 2025 and 2024, net cash used in investing activities was $2.5 million and $2.4 million, respectively, primarily as a result of capitalized costs included in intangible assets.

For the six months ended June 30, 2025 and 2024, net cash used in investing activities was $5.2 million and $4.9 million, respectively, primarily as a result of capitalized costs included in intangible assets.

Cash flows used in financing activities

For the three months ended March 31, 2025, net cash used in financing activities was $4.4 million.

For the six months ended June 30, 2025, net cash used in financing activities was $4.9 million.

This was primarily driven by:

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The dividend, totaling $4.2 million, was paid on February 14, 2025.

For the three months ended March 31, 2024, net cash used in financing activities was $1.8 million.

For the six months ended June 30, 2024, net cash used in financing activities was $6.3 million.

This was primarily driven by:

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The Stock Repurchase Program was originally authorized by the Board of Directors on May 2, 2022, permitting repurchases of up to $5.0 million of the Company’s common stock.

On December 19, 2023, and again on March 28, 2024, the Board approved additional authorizations of $5.0 million each, expanding the total program size.

As of March 31, 2025, we had material commitments under certain data licensing agreements totaling $11.5 million.

On December 19, 2023, and again on March 28, 2024, the Board of Directors approved additional authorizations of $5.0 million each, expanding the total program size.

As of June 30, 2025, we had material commitments under certain data licensing agreements and a cloud service agreement totaling $44.0 million.

We expect to fund these commitments, as well as our ongoing operating and capital requirements, using available cash on hand and cash flows generated from operations over the next twelve months.

Capital Resources

We reported net income of $3.4 million and $1.8 million for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, we had total shareholders’ equity of $91.8 million and cash and cash equivalents of $34.6 million.

We reported net income of $2.7 million and $2.6 million for the three months ended June 30, 2025 and 2024, respectively, and net income of $6.1 million and $4.4 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, we had total shareholders’ equity of $96.2 million and cash and cash equivalents of $38.8 million.

Based on our projected growth in revenue and operating results over the next twelve months, and the available cash on hand, we believe that our existing resources will be sufficient to fund operations and expected capital expenditures for at least the next twelve months.

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Off-Balance Sheet Arrangements

As of March 31, 2025, we did not have any off-balance sheet arrangements, as defined in Item 303 of Regulation S-K.

As of June 30, 2025, 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.

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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