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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| | | | | |
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2024
or
| | | | | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to_______
Commission file number: 001-40680
____________________________
MeridianLink, Inc.
(Exact Name of Registrant as Specified in its Charter)
______________________________
| | | | | | | | |
| Delaware | | 82-4844620 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
| | |
3560 Hyland Avenue, Suite 200, Costa Mesa, CA | | 92626 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(714) 708-6950
(Registrant’s Telephone Number, Including Area Code)
______________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.001 per share | MLNK | The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
| Large accelerated filer | o | | Accelerated filer | x |
| Non-accelerated filer | o | | Smaller reporting company | o |
| | | Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of October 31, 2024, there were 75,525,228 shares of the registrant’s common stock, par value $0.001 per share, outstanding.
MeridianLink, Inc.
Table of Contents
This Quarterly Report on Form 10-Q includes trademarks, such as MeridianLink®, which are protected under applicable intellectual property laws and are the property of MeridianLink, Inc. or its subsidiaries. This Quarterly Report on Form 10-Q also contains trademarks, service marks, copyrights, and trade names of other companies, which are the property of their respective owners. Solely for convenience, our trademarks and trade names referred to in this Quarterly Report on Form 10-Q may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.
MeridianLink uses its investor relations website (https://ir.meridianlink.com), press releases, SEC filings, public conference calls and webcasts, blog posts on its website, as well as its social media channels, such as its LinkedIn page (www.linkedin.com/company/meridianlink), X (formerly Twitter) feed (@meridianlink), and Facebook page (www.facebook.com/MeridianLink/), as a means of disclosing material information and for complying with its disclosure obligations under Regulation FD. Information contained on or accessible through the websites is not incorporated by reference into this Quarterly Report on Form 10-Q, and links for these websites are inactive textual references only.
PART I
Item 1. Financial Statements
MERIDIANLINK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share and per share data)
| | | | | | | | | | | |
| As of |
| September 30, 2024 | | December 31, 2023 |
| Assets | | | |
| Current assets: | | | |
Cash and cash equivalents | $ | 82,266 | | $ | 80,441 |
Accounts receivable, net | 38,868 | | 32,412 |
Prepaid expenses and other current assets | 12,309 | | 11,574 |
Total current assets | 133,443 | | 124,427 |
| Property and equipment, net | 2,362 | | 3,337 |
| Right of use assets, net | 639 | | 1,140 |
| Intangible assets, net | 214,125 | | 251,060 |
| Goodwill | 610,063 | | 610,063 |
| Other assets | 7,311 | | 6,224 |
Total assets | $ | 967,943 | | | $ | 996,251 |
| | | |
| Liabilities and Stockholders’ Equity | | | |
| Current liabilities: | | | |
Accounts payable | $ | 6,165 | | $ | 4,405 |
Accrued liabilities | 31,914 | | 30,673 |
Deferred revenue | 29,767 | | 17,224 |
Current portion of debt, net of debt issuance costs | 3,773 | | 3,542 |
Total current liabilities | 71,619 | | 55,844 |
| Debt, net of debt issuance costs | 466,137 | | 420,004 |
| Deferred tax liabilities, net | 11,369 | | 10,823 |
| Long-term deferred revenue | 160 | | 792 |
| Other long-term liabilities | 336 | | 541 |
Total liabilities | 549,621 | | 488,004 |
| Commitments and contingencies (Note 5) | | | |
| Stockholders’ Equity: | | | |
Preferred stock, $0.001 par value; 50,000,000 shares authorized; zero shares issued and outstanding at September 30, 2024 and December 31, 2023 | — | | — |
Common stock, $0.001 par value; 600,000,000 shares authorized, 75,107,642 and 78,447,701 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively | 126 | | 129 |
| Additional paid-in capital | 692,285 | | 654,634 |
| Accumulated deficit | (274,089) | | (146,516) |
| Total stockholders’ equity | 418,322 | | 508,247 |
| Total liabilities and stockholders’ equity | $ | 967,943 | | $ | 996,251 |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
MERIDIANLINK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | | | | | 2023 | | | |
| Revenues, net | $ | 80,369 | | | $ | 76,488 | | | $ | 236,861 | | | | | | | $ | 229,038 | | | | |
| Cost of revenues: | | | | | | | | | | | | | | |
Subscription and services | 22,790 | | | 22,488 | | | 67,507 | | | | | | | 69,973 | | | | |
Amortization of developed technology | 4,860 | | | 4,524 | | | 14,392 | | | | | | | 13,488 | | | | |
| Total cost of revenues | 27,650 | | | 27,012 | | | 81,899 | | | | | | | 83,461 | | | | |
Gross profit | 52,719 | | | 49,476 | | | 154,962 | | | | | | | 145,577 | | | | |
| Operating expenses: | | | | | | | | | | | | | | |
General and administrative | 29,649 | | | 23,218 | | | 84,065 | | | | | | | 70,182 | | | | |
Research and development | 10,019 | | | 11,248 | | | 29,409 | | | | | | | 36,814 | | | | |
Sales and marketing | 10,492 | | | 9,441 | | | 32,495 | | | | | | | 26,212 | | | | |
| Restructuring related costs | — | | | — | | | 4,179 | | | | | | | 3,621 | | | | |
| | | | | | | | | | | | | | |
| Total operating expenses | 50,160 | | | 43,907 | | | 150,148 | | | | | | | 136,829 | | | | |
| Operating income | 2,559 | | | 5,569 | | | 4,814 | | | | | | | 8,748 | | | | |
| Other (income) expense, net: | | | | | | | | | | | | | | |
| Interest and other income | (1,371) | | | (1,342) | | | (3,963) | | | | | | | (2,596) | | | | |
| Interest expense | 10,165 | | | 9,780 | | | 29,544 | | | | | | | 28,127 | | | | |
| Total other expense, net | 8,794 | | | 8,438 | | | 25,581 | | | | | | | 25,531 | | | | |
| Loss before income taxes | (6,235) | | | (2,869) | | | (20,767) | | | | | | | (16,783) | | | | |
| Provision for (benefit from) income taxes | 816 | | | (800) | | | 1,260 | | | | | | | (3,818) | | | | |
| Net loss | $ | (7,051) | | | $ | (2,069) | | | $ | (22,027) | | | | | | | $ | (12,965) | | | | |
| | | | | | | | | | | | | | |
| Net loss per share: | | | | | | | | | | | | | | |
| Basic | $ | (0.09) | | | $ | (0.03) | | | $ | (0.29) | | | | | | | $ | (0.16) | | | | |
| Diluted | $ | (0.09) | | | $ | (0.03) | | | $ | (0.29) | | | | | | | $ | (0.16) | | | | |
| Weighted average common stock outstanding: | | | | | | | | | | | | | | |
| Basic | 75,631,670 | | | 81,073,915 | | | 76,495,022 | | | | | | | 80,883,310 | | | | |
| Diluted | 75,631,670 | | | 81,073,915 | | | 76,495,022 | | | | | | | 80,883,310 | | | | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
MERIDIANLINK, INC.
CONDENSED CONSOLIDATED STATEMENTS STOCKHOLDERS’ EQUITY
(unaudited)
(in thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Stockholders’ Equity |
| Shares | | Amount | | | |
| Balance at December 31, 2023 | 78,447,701 | | | $ | 129 | | $ | 654,634 | | | $ | (146,516) | | | $ | 508,247 | |
| | | | | | | | | |
Vesting of restricted stock units (“RSUs”) | 261,847 | | | — | | — | | | — | | | — | |
| Issuance of common stock due to exercise of stock options | 26,856 | | | — | | 191 | | | — | | | 191 | |
| | | | | | | | | |
| Shares withheld related to net share settlement of RSUs | 8,440 | | | — | | (294) | | | — | | | (294) | |
| Repurchases of common stock | (2,406,015) | | | (2) | | — | | | (44,375) | | | (44,377) | |
| Share-based compensation expense | — | | | — | | 7,872 | | | — | | | 7,872 | |
| Net loss | — | | | — | | — | | | (5,306) | | | (5,306) | |
| Balance at March 31, 2024 | 76,338,829 | | | $ | 127 | | $ | 662,403 | | | $ | (196,197) | | | $ | 466,333 |
| | | | | | | | | |
| Vesting of RSUs | 924,333 | | 1 | | — | | — | | 1 |
| Issuance of common stock due to exercise of stock options | 86,350 | | — | | 531 | | — | | 531 |
| Issuance of common stock through employee stock purchase plan | 69,899 | | — | | 944 | | — | | 944 |
| Shares withheld related to net share settlement of RSUs | (91,589) | | — | | (1,382) | | — | | (1,382) |
| Repurchases of common stock | (1,553,894) | | (2) | | — | | (29,914) | | (29,916) |
| Share-based compensation expense | — | | — | | 12,695 | | — | | 12,695 |
| Net loss | — | | — | | — | | (9,670) | | (9,670) |
| Balance at June 30, 2024 | 75,773,928 | | | $ | 126 | | $ | 675,191 | | | $ | (235,781) | | | $ | 439,536 |
| Vesting of RSUs | 529,912 | | 1 | | — | | — | | 1 |
| Issuance of common stock due to exercise of stock options | 230,535 | | — | | 4,006 | | — | | 4,006 |
| | | | | | | | | |
| Shares withheld related to net share settlement of RSUs | (57,729) | | — | | (1,234) | | — | | (1,234) |
| Repurchases of common stock | (1,369,004) | | (1) | | — | | (31,257) | | (31,258) |
| Share-based compensation expense | — | | — | | 14,322 | | — | | 14,322 |
| Net loss | — | | — | | — | | (7,051) | | (7,051) |
| Balance at September 30, 2024 | 75,107,642 | | | $ | 126 | | $ | 692,285 | | | $ | (274,089) | | | $ | 418,322 |
MERIDIANLINK, INC.
CONDENSED CONSOLIDATED STATEMENTS STOCKHOLDERS’ EQUITY
(unaudited)
(in thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Stockholders’ Equity |
| Shares | | Amount | | | |
| Balance at December 31, 2022 | 80,644,452 | | $ | 128 | | $ | 621,396 | | $ | (42,433) | | | $ | 579,091 |
| Vesting of restricted stock awards | 59,558 | | 4 | | — | | — | | | 4 |
| Vesting of RSUs | 65,770 | | — | | — | | — | | — |
| Issuance of common stock due to exercise of stock options | 97,412 | | — | | 594 | | — | | 594 |
| Shares withheld related to net share settlement of RSUs | (1,769) | | — | | (24) | | — | | (24) |
| Repurchases of common stock | (228,529) | | — | | — | | (3,499) | | (3,499) |
| Share-based compensation expense | — | | — | | 4,939 | | — | | 4,939 |
| Net loss | — | | — | | — | | (5,666) | | (5,666) |
| Balance at March 31, 2023 | 80,636,894 | | | $ | 132 | | $ | 626,905 | | | $ | (51,598) | | | $ | 575,439 |
| Vesting of restricted stock awards | 3,497 | | — | | — | | — | | — |
| Vesting of RSUs | 575,623 | | — | | — | | — | | — |
| Issuance of common stock due to exercise of stock options | 51,105 | | — | | 431 | | — | | 431 |
| Issuance of common stock through employee stock purchase plan | 61,759 | | — | | 793 | | — | | 793 |
| Shares withheld related to net share settlement of RSUs | (53,240) | | — | | (1,026) | | — | | (1,026) |
| Repurchases of common stock | (107,978) | | — | | — | | (1,646) | | (1,646) |
| Share-based compensation expense | — | | — | | 9,090 | | — | | 9,090 |
| Net loss | — | | — | | — | | (5,230) | | (5,230) |
| Balance at June 30, 2023 | 81,167,660 | | | $ | 132 | | $ | 636,193 | | | $ | (58,474) | | | $ | 577,851 |
| Vesting of RSUs | 222,316 | | — | | — | | — | | — |
| Issuance of common stock due to exercise of stock options | 99,914 | | — | | 608 | | — | | 608 |
| Shares withheld related to net share settlement of RSUs | (16,969) | | — | | (353) | | — | | (353) |
| Repurchases of common stock | (1,845,708) | | (2) | | — | | (30,675) | | (30,677) |
| Share-based compensation expense | — | | — | | 8,406 | | — | | 8,406 |
| Net loss | — | | — | | — | | (2,069) | | (2,069) |
| Balance at September 30, 2023 | 79,627,213 | | $ | 130 | | $ | 644,854 | | $ | (91,218) | | $ | 553,766 |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
MERIDIANLINK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2024 | | 2023 | | |
| Cash flows from operating activities: | | | | | |
| Net loss | $ | (22,027) | | $ | (12,965) | | |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | |
Depreciation and amortization | 43,689 | | 43,388 | | |
| Provision for expected credit losses | 604 | | 627 | | |
Amortization of debt issuance costs | 747 | | 897 | | |
| Share-based compensation expense | 34,683 | | 22,216 | | |
Deferred income taxes | 546 | | (4,507) | | |
| Loss on disposal of property and equipment | 90 | | — | | |
| | | | | |
| Changes in operating assets and liabilities, net of acquisitions: | | | | | |
Accounts receivable | (7,060) | | (1,726) | | |
Prepaid expenses and other assets | (1,896) | | (4,595) | | |
Accounts payable | 1,758 | | 3,632 | | |
Accrued liabilities | 944 | | (782) | | |
Deferred revenue | 11,911 | | 9,301 | | |
| Net cash provided by operating activities | 63,989 | | 55,486 | | |
| Cash flows from investing activities: | | | | | |
Capitalized software additions | (5,483) | | (7,004) | | |
Purchases of property and equipment | (213) | | (347) | | |
| Return of escrow deposit | — | | 30,000 | | |
| Funds received in connection with former business combination | — | | 1,219 | | |
| | | | | |
| Acquisition, net of cash acquired – Beanstalk Networks LLC | — | | 326 | | |
| | | | | |
| Net cash (used in) provided by investing activities | (5,696) | | 24,194 | | |
| Cash flows from financing activities: | | | | | |
| Repurchases of common stock | (104,847) | | (35,660) | | |
| Proceeds from exercise of stock options | 4,728 | | 1,633 | | |
| Proceeds from employee stock purchase plan | 944 | | 793 | | |
| Taxes paid related to net share settlement of restricted stock units | (2,910) | | (1,403) | | |
| Principal payments of debt | (3,468) | | (3,263) | | |
| Proceeds from debt | 50,000 | | — | | |
| Payments of debt issuance costs | (840) | | — | | |
| Payments of deferred offering costs | (75) | | — | | |
| | | | | |
| Net cash used in financing activities | (56,468) | | (37,900) | | |
| Net increase in cash and cash equivalents | 1,825 | | 41,780 | | |
| Cash and cash equivalents, beginning of period | 80,441 | | 55,780 | | |
| Cash and cash equivalents, end of period | $ | 82,266 | | $ | 97,560 | | |
MERIDIANLINK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2024 | | 2023 | | |
| Supplemental disclosures of cash flow information: | | | | | |
Cash paid for interest | $ | 28,988 | | $ | 27,498 | | |
Cash paid for income taxes | 455 | | 2,610 | | |
| Non-cash investing and financing activities: | | | | | |
| Shares withheld with respect to net settlement of restricted stock units | 2,910 | | 1,403 | | |
| Purchase price allocation adjustment for Beanstalk Networks LLC acquisition | — | | 757 | | |
| Excise taxes payable included in repurchases of common stock | 704 | | 162 | | |
Share-based compensation expense included in capitalized software additions | 206 | | 219 | | |
| Purchase price allocation adjustment related to income tax effects for StreetShares acquisition | — | | 245 | | |
| Purchases of property and equipment included in accounts payable and accrued liabilities | 46 | | 611 | | |
| | | | | |
| Vesting of restricted stock awards and restricted stock units | 2 | | 4 | | |
| | | | | |
| | | | | |
| | | | | |
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 – Organization and Description of Business
MeridianLink, Inc., and its wholly-owned subsidiaries, (collectively, the “Company”) provides secure, cloud-based digital solutions that transform the ways in which traditional and emerging financial services providers engage with account holders and end users. The Company sells its solutions to financial institutions, including banks, credit unions, mortgage lenders, specialty lending providers, and consumer reporting agencies. The Company delivers its solutions to the substantial majority of its customers using a software-as-a-service (“SaaS”) model under which its customers pay subscription fees for the use of the Company’s solutions. The Company is headquartered in Costa Mesa, California.
Note 2 – Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation.
The interim condensed consolidated balance sheet as of September 30, 2024, the condensed consolidated statements of operations and stockholders’ equity for the three and nine months ended September 30, 2024 and 2023, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s condensed consolidated financial position as of September 30, 2024, its condensed consolidated results of operations for the three and nine months ended September 30, 2024 and 2023 and its cash flows for the nine months ended September 30, 2024 and 2023. The financial data and the other financial information disclosed in the notes to the condensed consolidated financial statements related to the three and nine months ended September 30, 2024 and 2023 and as of September 30, 2024, are also unaudited. The condensed consolidated balance sheet as of December 31, 2023, included herein, and financial information as of December 31, 2023, disclosed in the notes to the condensed consolidated financial statements was derived from the audited consolidated financial statements as of that date.
The condensed consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future annual or interim period. These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 12, 2024 (“2023 Annual Report on Form 10-K”).
Operating and Reportable Segment
The Company operates and manages its business and financial information on a consolidated basis for the purposes of evaluating financial performance and the allocation of resources. The Company's management determined that it operates in one operating and reportable segment that is focused exclusively on providing cloud-based digital solutions in the United States. In reaching this conclusion, management considers the definition of the chief operating decision maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, and how that information is used to make operating decisions, allocate resources, and assess performance. The Company's CODM is the chief executive officer. The results of operations provided to and analyzed by the CODM are at the consolidated level, and accordingly, key resource decisions and assessment of performance are performed at the consolidated level. The Company assesses its determination of operating segments at least annually.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
Use of Estimates
The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses. Certain items subject to such estimates include the fair value of acquired intangible assets; the capitalization of software development costs; the useful lives of long-lived intangible assets; impairment of goodwill and long-lived assets; and income taxes, including the valuation allowance for deferred income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from those estimates.
Significant Accounting Policies
The Company’s significant accounting policies are discussed in Note 2, “Significant Accounting Policies” in the Company’s 2023 Annual Report on Form 10-K. There have been no changes to the Company’s significant accounting policies described in the Company’s 2023 Annual Report on Form 10-K that have had a material impact on its condensed consolidated financial statements and related notes.
Accounting Pronouncements Not Yet Adopted
The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies.
ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”
Accounting Standard Update (“ASU”) 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2025, on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its condensed consolidated financial statements and related disclosures.
ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”
ASU 2023-07 requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the CODM, and requires companies with a single reportable segment to provide all disclosures required by Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and companies are required to apply the ASU retrospectively to all periods presented. The Company is currently evaluating the impact that adoption of this standard will have on its condensed consolidated financial statements and related disclosures.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
Note 3 – Revenue Recognition
Disaggregation of Revenue
The following table disaggregates the Company’s net revenues by solution type (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | | | | | |
Lending Software Solutions | $ | 63,005 | | | $ | 58,949 | | | $ | 185,552 | | | $ | 172,728 | | | | | | | |
Data Verification Software Solutions | 17,364 | | | 17,539 | | | 51,309 | | | 56,310 | | | | | | | |
| Total | $ | 80,369 | | | $ | 76,488 | | | $ | 236,861 | | | $ | 229,038 | | | | | | | |
The following table disaggregates the Company’s net revenues by major source (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | | | | | |
| Subscription fees | $ | 67,344 | | | $ | 64,613 | | | $ | 199,202 | | | $ | 194,788 | | | | | | | |
| Professional services | 10,146 | | | 8,706 | | | 28,715 | | | 26,143 | | | | | | | |
| Other | 2,879 | | | 3,169 | | | 8,944 | | | 8,107 | | | | | | | |
| Total | $ | 80,369 | | | $ | 76,488 | | | $ | 236,861 | | | $ | 229,038 | | | | | | | |
Contract Balances
The following table presents amounts related to customer contract-related arrangements, which are included on the condensed consolidated balance sheets as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| As of September 30, | | As of January 1, | | As of September 30, | | As of January 1, |
| 2024 | | 2024 | | 2023 | | 2023 |
Accounts receivable, net | $ | 36,893 | | | $ | 30,314 | | | $ | 31,751 | | | $ | 29,010 | |
| Unbilled receivables | 1,975 | | | 2,098 | | | 2,245 | | | 3,895 | |
| Accounts receivable, net | $ | 38,868 | | | $ | 32,412 | | | $ | 33,996 | | | $ | 32,905 | |
| | | | | | | |
| Deferred revenue, current | $ | 29,767 | | | $ | 17,224 | | | $ | 26,694 | | | $ | 16,945 | |
| Long-term deferred revenue | $ | 160 | | | $ | 792 | | | $ | 692 | | | $ | 1,141 | |
Unbilled receivables primarily result from revenue being recognized when or as control of a solution or service is transferred to the customer, but where invoicing is contingent upon the completion of other performance obligations or where the contract provides that payment timing differs from the provisioning of services. Unbilled receivables and accounts receivable, net of the allowance for expected credit losses, are included within accounts receivable, net on the Company’s consolidated balance sheets. Accounts receivable and unbilled receivables will increase or decrease based on the timing of invoices, customer payments, and recognition of revenue.
Deferred Revenue
The balance of deferred revenue will increase or decrease based on the timing of invoices and recognition of revenue. Significant changes in our deferred revenue balances during the nine months ended September 30, 2024 and 2023 were as follows (in thousands):
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
| | | | | | | | | | | | | |
| As of September 30, |
| 2024 | | 2023 | | |
| Deferred revenue, beginning balance | $ | 18,016 | | | $ | 18,086 | | | |
| Billing of transaction consideration | 248,772 | | | 238,338 | | | |
| Revenue recognized | (236,861) | | | (229,038) | | | |
| Deferred revenue, ending balance | $ | 29,927 | | | $ | 27,386 | | | |
| Deferred revenue, current | $ | 29,767 | | | $ | 26,694 | | | |
| Long-term deferred revenue | 160 | | | 692 | | | |
| Total deferred revenue | $ | 29,927 | | | $ | 27,386 | | | |
Accounts Receivable and Allowance for Credit Losses
A rollforward of the Company’s allowance for expected credit losses balance for the nine months ended September 30, 2024, and 2023, is as follows (in thousands):
| | | | | | | | | | | | | | | |
| As of September 30, | | | | |
| 2024 | | 2023 | | | | |
| Allowance for expected credit losses, beginning balance | $ | 514 | | | $ | 165 | | | | | |
| Provision for expected credit losses | 604 | | | 627 | | | | | |
| Write offs, net | (456) | | | (375) | | | | | |
| Allowance for expected credit losses, ending balance | $ | 662 | | | $ | 417 | | | | | |
Assets Recognized from Costs to Obtain a Contract with a Customer
Current costs for assets recognized from costs to obtain a contract with a customer are included in prepaid expenses and other current assets, and non-current costs are included in other assets on the accompanying condensed consolidated balance sheets. The following table represents the changes in assets recognized from costs to obtain a contract with a customer, or contract cost assets (in thousands):
| | | | | | | | | | | | | |
| As of September 30, |
| 2024 | | 2023 | | |
| Beginning balance | $ | 8,018 | | | $ | 6,539 | | | |
| Additions | 3,927 | | | 3,570 | | | |
| Amortization | (3,011) | | | (2,423) | | | |
| Ending balance | $ | 8,934 | | | $ | 7,686 | | | |
| Contract cost assets, current | $ | 4,111 | | | $ | 3,642 | | | |
| Contract cost assets, noncurrent | 4,823 | | | 4,044 | | | |
Total contract cost assets | $ | 8,934 | | | $ | 7,686 | | | |
There was no impairment of contract cost assets during the three and nine months ended September 30, 2024, and 2023.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
Note 4 – Balance Sheet Components
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
| | | | | | | | | | | |
| As of September 30, | | As of December 31, |
| 2024 | | 2023 |
| Prepaid expenses | $ | 7,422 | | | $ | 5,762 | |
Contract cost assets, current | 4,111 | | | 3,782 | |
| | | |
| | | |
| Income tax receivable | 322 | | | 961 | |
| Other | 454 | | | 1,069 | |
| Total prepaid expenses and other current assets | $ | 12,309 | | | $ | 11,574 | |
Cloud Computing Arrangements
Current costs for capitalized deferred implementation costs are included in prepaid expenses and other current assets, and non-current costs are included in other assets on the accompanying condensed consolidated balance sheets. Capitalized deferred implementation costs for cloud computing arrangements consisted of the following (in thousands):
| | | | | | | | | | | |
| As of September 30, | | As of December 31, |
| 2024 | | 2023 |
Capitalized deferred implementation costs | $ | 2,299 | | | $ | 1,779 | |
Accumulated amortization | (280) | | | (208) | |
Capitalized deferred implementation costs, net | $ | 2,019 | | | $ | 1,571 | |
Amortization expense for capitalized deferred implementation costs was immaterial for the three and nine months ended September 30, 2024, and 2023.
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
| | | | | | | | | | | |
| As of September 30, | | As of December 31, |
| 2024 | | 2023 |
| Computer equipment and software | $ | 8,055 | | | $ | 8,794 | |
| Leasehold improvements | 2,424 | | | 2,732 | |
| Office equipment and furniture | 990 | | | 990 | |
| | | |
| Total | 11,469 | | | 12,516 | |
Accumulated depreciation | (9,107) | | | (9,179) | |
| Property and equipment, net | $ | 2,362 | | | $ | 3,337 | |
Depreciation expense amounted to $0.3 million, and $0.5 million for the three months ended September 30, 2024 and 2023, respectively. Depreciation expense amounted to $1.1 million, and $1.5 million for the nine months ended September 30, 2024 and 2023, respectively.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
Intangible Assets, Net
Intangible assets, net consisted of the following (in thousands):
| | | | | | | | | | | | | | | | | |
| As of September 30, 2024 |
| Gross Amount | | Accumulated Amortization | | Net Carrying Amount |
| Customer relationships | $ | 343,300 | | | $ | (192,125) | | | $ | 151,175 | |
| Developed technology | 96,400 | | | (60,457) | | | 35,943 | |
| Trademarks | 24,975 | | | (14,660) | | | 10,315 | |
| Non-competition agreements | 5,500 | | | (2,478) | | | 3,022 | |
| Capitalized software | 34,686 | | | (21,016) | | | 13,670 | |
| Total intangible assets, net | $ | 504,861 | | | $ | (290,736) | | | $ | 214,125 | |
| | | | | | | | | | | | | | | | | |
| As of December 31, 2023 |
| Gross Amount | | Accumulated Amortization | | Net Carrying Amount |
| Customer relationships | $ | 343,300 | | | $ | (166,485) | | | $ | 176,815 | |
| Developed technology | 96,400 | | | (52,039) | | | 44,361 | |
| Trademarks | 24,975 | | | (12,803) | | | 12,172 | |
| Non-competition agreements | 5,500 | | | (1,743) | | | 3,757 | |
| Capitalized software | 28,997 | | | (15,042) | | | 13,955 | |
| Total intangible assets, net | $ | 499,172 | | | $ | (248,112) | | | $ | 251,060 | |
For the three months ended September 30, 2024 and 2023, the Company capitalized $1.9 million and $2.5 million, respectively, related to internally developed software. For the nine months ended September 30, 2024 and 2023, the Company capitalized $5.7 million and $7.2 million, respectively, related to internally developed software costs.
The weighted average remaining useful lives for intangible assets as of September 30, 2024, were as follows:
| | | | | |
| Weighted Average Remaining Useful Life (in years) |
| Customer relationships | 5 |
| Developed technology | 6 |
| Trademarks | 4 |
| Non-competition agreements | 3 |
| Capitalized software | 2 |
Amortization expense related to intangible assets was as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 | | |
| Cost of revenues | $ | 4,860 | | | $ | 4,524 | | | $ | 14,392 | | | $ | 13,488 | | | |
| General and administrative expense | 9,407 | | | 9,419 | | | 28,232 | | | 28,420 | | | |
| Total amortization expense | $ | 14,267 | | | $ | 13,943 | | | $ | 42,624 | | | $ | 41,908 | | | |
| | | | | | | | | |
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
The estimated future amortization of intangible assets as of September 30, 2024, was as follows (in thousands):
| | | | | |
Years ending December 31, | |
| 2024 (remaining three months) | $ | 14,270 | |
| 2025 | 51,948 | |
| 2026 | 46,133 | |
| 2027 | 42,997 | |
| 2028 | 24,911 | |
| Thereafter | 33,866 | |
| Total amortization expense | $ | 214,125 | |
No impairment of long-lived assets was recorded during the three and nine months ended September 30, 2024 or 2023.
Accrued Liabilities
Accrued liabilities consisted of the following (in thousands): | | | | | | | | | | | |
| As of September 30, | | As of December 31, |
| 2024 | | 2023 |
| Accrued payroll and payroll-related expenses | $ | 8,717 | | | $ | 9,501 | |
| Accrued operating costs | 5,624 | | | 3,655 | |
| Accrued bonuses | 6,006 | | | 6,424 | |
| Sales tax liabilities from acquisitions | 3,383 | | | 3,383 | |
| Accrued costs of revenues | 3,139 | | | 2,003 | |
| Customer deposits | 760 | | | 1,302 | |
| Excise taxes payable | 1,082 | | | 379 | |
| Operating lease liabilities – current | 422 | | | 773 | |
| Other sales tax liabilities | 504 | | | 404 | |
| User conference accrual | 47 | | | 1,073 | |
| Other accrued liabilities | 2,230 | | | 1,776 | |
| Total accrued liabilities | $ | 31,914 | | | $ | 30,673 | |
Note 5 – Commitments and Contingencies
Legal Matters
The Company is, and from time to time may be, involved in legal proceedings and claims arising out of the Company’s operations in the ordinary course of business. The Company accrues estimates for resolution of legal proceedings and other contingencies when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss is reasonably estimable. Management is not currently aware of any legal proceedings or claims against it that could have a material adverse effect on the financial position, results of operations, or cash flows of the Company.
During the nine months ended September 30, 2024, the Company incurred estimated settlement charges amounting to $1.5 million related to the expected settlements of class action litigation claims. These matters became probable and estimable during the three months ended June 30, 2024, which is the same period that settlements regarding these matters were proposed. In July 2024, settlement was finalized and paid for one of the claims equal to the amount that was accrued as of June 30, 2024. As of September 30, 2024, the Company does not anticipate that final payment of the remaining estimated claim will be materially different from the estimate accrued.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
Other Contractual Commitments
The Company’s contractual commitments primarily consist of third-party cloud infrastructure agreements and service subscription arrangements used to support operations at the enterprise level. Future minimum payments under the Company’s non-cancelable purchase commitments as of September 30, 2024, are as follows (in thousands):
| | | | | |
| Contractual Commitments |
| Years ending December 31, | |
| |
| 2024 (remaining three months) | $ | 1,095 | |
| 2025 | 4,831 | |
| 2026 | 4,716 | |
| 2027 | 3,141 | |
| Thereafter | — | |
| Total | $ | 13,783 | |
| |
Note 6 – Debt
Debt consisted of the following (in thousands):
| | | | | | | | | | | |
| As of September 30, | | As of December 31, |
| 2024 | | 2023 |
2021 Term Loan | $ | 473,919 | | | $ | 427,388 | |
Debt issuance costs | (4,009) | | | (3,842) | |
Total debt, net | 469,910 | | | 423,546 | |
| Less: Current portion of debt | | | |
| 2021 Term Loan | 4,763 | | | 4,350 | |
Debt issuance costs | (990) | | | (808) | |
Total current portion of debt, net | 3,773 | | | 3,542 | |
Total non-current portion of debt, net | $ | 466,137 | | | $ | 420,004 | |
| | | |
Amortization of debt issuance costs was $0.3 million and $0.2 million for the three months ended September 30, 2024 and 2023, respectively, and $0.7 million and $0.9 million for the nine months ended September 30, 2024, and 2023, respectively.
Total interest expense, excluding amortization of debt issuance costs, was $9.9 million and $9.6 million for the three months ended September 30, 2024 and 2023, respectively, and $28.8 million and $27.4 million for the nine months ended September 30, 2024 and 2023, respectively.
2021 Credit Agreement
The credit agreement dated as of November 10, 2021, as amended (the “2021 Credit Agreement”), provides for a term loan facility (the “2021 Term Loan”) with an aggregate principal amount of $476.3 million and a revolving credit facility (the “2021 Revolving Credit Facility”) in an aggregate principal amount of $50.0 million, inclusive of a $10.0 million letter of credit sub-facility. The 2021 Term Loan and 2021 Revolving Credit Facility mature on November 10, 2028, and November 10, 2026, respectively. The Company has not drawn on the 2021 Revolving Credit Facility as of September 30, 2024.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
During the second quarter of 2023, the Company entered into a conforming changes amendment to the 2021 Credit Agreement that established the Secure Overnight Financing Rate (“SOFR”) as the benchmark rate used in the definition of the Eurocurrency Rate for its 2021 Term Loan and 2021 Revolving Credit Facility. Under the terms of the conforming changes amendment, SOFR will be used as the benchmark rate for interest periods beginning on or after June 30, 2023. The interest rate under the conforming changes amendment was equal to SOFR plus 3.00% initial margin and 0.26% spread adjustment. In connection with the amendment, the Company incurred $0.1 million of financing fees that was expensed during the nine months ended September 30, 2023.
On May 15, 2024, the Company entered into a Refinancing Amendment and First Amendment to the 2021 Credit Agreement (the “Amendment”). Pursuant to the Amendment, the Company, among other things, lowered the interest rate on its 2021 Term Loan from SOFR plus 3.00% initial margin per annum to SOFR plus 2.75% per annum, and removed the 0.26% spread adjustment that was previously required under the conforming changes amendment discussed above. The Amendment also increased the aggregate principal amount of the 2021 Term Loan by $50.0 million, which the Company drew down in connection with the Amendment, increasing the outstanding principal amount of the 2021 Term Loan to $476.3 million. The Company accounted for the Amendment as a debt modification. The Company incurred $1.3 million financing fees related to the Amendment, of which $0.8 million was deferred and recorded as a reduction to the debt balance, and $0.5 million was expensed as incurred in general and administrative expense on the Company’s condensed consolidated statements of operations.
The obligations under the 2021 Credit Agreement are secured by a lien on substantially all tangible and intangible property of the Company, subject to customary exceptions, limitations, and exclusions from the collateral.
The 2021 Credit Agreement contains customary affirmative covenants, negative covenants and events of default, including covenants and restrictions that, among other things, require the Company to satisfy a financial covenant, and restricts or limits the ability of the Company to grant or incur liens, incur additional indebtedness, enter into joint ventures or partnerships, engage in mergers and acquisitions, engage in asset sales, and declare dividends on its capital stock, subject in each case to certain customary exceptions. A failure to comply with covenants could permit the lenders to declare the 2021 Term Loan, and any then outstanding borrowings on the 2021 Revolving Credit Facility, together with accrued interest and fees thereon, to be immediately due and payable. The Company was in compliance with all financial covenants of the 2021 Credit Agreement at September 30, 2024.
2021 Term Loan
Borrowings under the 2021 Term Loan bear interest at a variable rate, elected by the Company, equal to the Base Rate (as defined in the 2021 Credit Agreement) or Term SOFR (as defined in the 2021 Credit Agreement), plus, an initial margin based on the Company’s Consolidated First Lien Net Leverage Ratio (as defined by the 2021 Credit Agreement), which was 2.75% at September 30, 2024. The Company is required to make quarterly principal payments equal to 0.25% of the principal, with the remainder due at maturity.
In connection with the Amendment, debt issuance costs of $4.4 million were included as a reduction of the debt balance on the condensed consolidated balance sheets and are amortized into interest expense over the contractual life of the loans using the effective interest method. Included in the debt issuance costs were $0.8 million incurred in connection with the Amendment, and $3.6 million carried forward from the Company’s original 2021 Term Loan. The Company recognized $0.3 million and $0.2 million of amortization of debt issuance costs for the 2021 Term Loan during the three months ended September 30, 2024 and 2023, respectively, and $0.7 million and $0.8 million during the nine months ended September 30, 2024 and 2023, respectively.
The effective interest rate on the 2021 Term Loan was 7.7% as of September 30, 2024.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
2021 Revolving Credit Facility
Borrowings under the 2021 Revolving Credit Facility bear interest, at the election of the Company, at a rate equal to the Base Rate (as defined in the 2021 Credit Agreement) or Term SOFR (as defined in the 2021 Credit Agreement), plus, in each case, the Applicable Rate (as defined in the 2021 Credit Agreement), which shall vary based on the Company’s Consolidated First Lien Net Leverage Ratio.
In connection with the 2021 Revolving Credit Facility, the Company incurred $0.5 million in debt issuance costs. Expenses associated with the issuance of the revolving credit facility are presented in the accompanying condensed consolidated balance sheets in prepaid expenses and other current assets and other assets, and are amortized to interest expense over the life of the 2021 Revolving Credit Facility using the straight-line method. The remaining unamortized debt issuance costs were $0.2 million and $0.3 million as of September 30, 2024, and December 31, 2023, respectively.
The 2021 Revolving Credit Facility also requires a quarterly commitment fee based on the Company’s consolidated first lien net leverage ratio. As of September 30, 2024, the applicable rate was 0.5%, which was applied against the $50.0 million unused revolving credit facility balance.
Future Principal Payments
Future principal payments of debt as of September 30, 2024, were as follows (in thousands):
| | | | | |
Years ending December 31, | |
| 2024 (remaining three months) | $ | 1,191 | |
| 2025 | 4,763 | |
| 2026 | 4,763 | |
| 2027 | 4,763 | |
| 2028 | 458,439 | |
| |
| Total | $ | 473,919 | |
Note 7 - Stockholders’ Equity
Stock Repurchase Programs
In May 2022, the Company’s board of directors authorized a stock repurchase program to acquire up to $75.0 million of the Company’s common stock, with no fixed expiration date and no requirement to purchase any minimum number of shares (the “2022 Stock Repurchase Program”). In January 2024, the Company’s board of directors authorized a stock repurchase program to acquire up to $125.0 million of the Company’s common stock, with no fixed expiration date and no requirement to purchase any minimum number of shares (the “2024 Stock Repurchase Program”).
The manner, timing, and actual number of shares repurchased under the programs will depend on a variety of factors, including price, working capital needs, general business and market conditions, regulatory requirements, and other investment opportunities. Shares may be repurchased through privately negotiated transactions, or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934. The repurchase programs may be commenced, suspended, or terminated at any time by the Company at its discretion without prior notice.
Approximately $44.4 million (including excise taxes) of the 2024 Stock Repurchase Program was used for the stock repurchase in connection with the February Secondary Offering (defined below).
For both the 2022 Stock Repurchase Program and 2024 Stock Repurchase Program, the Company retires the repurchased shares, which automatically return to the status of authorized but unissued shares of common stock. The cost of the repurchased shares, including commissions, fees, and excise taxes are recorded as an adjustment to accumulated deficit on the Company’s condensed consolidated balance sheets and statements of stockholders’ equity.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
Secondary Offerings by Selling Stockholders and Related Common Stock Repurchase
On September 30, 2024, the Company completed an underwritten secondary offering for the sale of 6,000,000 shares of common stock by certain funds managed by Thoma Bravo, L.P., at an offering price of $21.05 per share, (the “September Secondary Offering.”) In connection with the September Secondary Offering, the selling stockholders granted the underwriter a 30-day option to purchase up to an additional 900,000 shares of common stock from the selling stockholders at the offering price of $21.05 per share. The underwriter partially exercised its option to purchase an additional 650,000 shares of common stock on October 18, 2024, and the remaining portion of the option expired unexercised on October 26, 2024. The Company did not receive any proceeds from the sale of its common stock by the selling stockholders in the September Secondary Offering. During the three months ended September 30, 2024, the Company incurred costs of $0.7 million in connection with the September Secondary Offering. These costs are included within general and administrative expenses on the Company’s condensed consolidated statements of operations.
On February 9, 2024, the Company completed an underwritten secondary offering for the sale of 6,906,015 shares of common stock by certain of its existing stockholders, at an offering price of $19.00 per share (the “February Secondary Offering”). The selling stockholders also granted the underwriters a 30-day option to purchase up to an additional 675,000 shares of common stock from the selling stockholders at the public offering price, less underwriting discounts and commissions. The underwriters did not exercise their option to purchase any additional shares before the expiration of the 30-day window. The Company did not receive any proceeds from the sale of its common stock by the selling stockholders in the February Secondary Offering. During the nine months ended September 30, 2024, the Company incurred costs of $1.4 million in connection with the February Secondary Offering. These costs are included within general and administrative expenses on the Company’s condensed consolidated statements of operations.
The September and February Secondary Offerings were made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-276336), which was filed with the Securities and Exchange Commission on December 29, 2023 and became effective on January 8, 2024.
On February 9, 2024, in connection with the February Secondary Offering and pursuant to the 2024 Repurchase Program, the Company purchased 2,406,015 shares of its common stock from the underwriters at a price per share equal to $18.2875, which is equal to the per share price at which the underwriters purchased the shares from the selling stockholders in the February Secondary Offering, resulting in an aggregate purchase price of approximately $44.4 million (including excise taxes).
Stock Repurchase Activity
A summary of repurchased share activity during the three and nine months ended September 30, 2024 and 2023, is as follows (in thousands except share data):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| Total number of shares repurchased | 1,369,004 | | 1,845,708 | | | 2,922,898 | | | 2,182,215 | |
| Total cost of shares repurchased, including commissions, fees, and excise taxes | $ | 31,258 | | | $ | 30,677 | | | $ | 105,551 | | | $ | 35,822 | |
As of September 30, 2024, there was a total of $29.5 million remaining for repurchase under the Company’s stock repurchase programs.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
Note 8 – Share-based Compensation
2021 Stock Option and Incentive Plan
The 2021 Stock Option and Incentive Plan (the “2021 Plan”) was adopted by the board of directors and approved by the Company’s stockholders following the corporate conversion effected in connection with the Company’s initial public offering and became effective as of July 26, 2021. The 2021 Plan replaced both the Company’s 2019 Equity Option Plan (the “2019 Plan”) and the Project Angel Parent, LLC Equity Plan (the “2018 Plan”). Outstanding options to purchase Class B Units granted under the 2019 Plan were converted into options to purchase shares of common stock, and all outstanding Carried Equity Units granted under the 2018 Plan were converted into restricted stock awards (“RSAs”), both of which have been granted under the 2021 Plan.
The Company had initially reserved 13,171,588 shares of its common stock for the issuance of awards under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will automatically increase on January 1, 2022, and each January 1 thereafter, by 5% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s compensation committee. The number of shares reserved under the 2021 Plan is subject to adjustment in the event of a stock split, stock dividend, or other change in the Company’s capitalization.
The 2021 Plan provides flexibility to the Company’s compensation committee to use various equity-based incentive awards as compensation tools to motivate the Company’s workforce. The incentive awards that may be granted under the 2021 Plan include, but are not limited to, options to purchase common stock, stock appreciation rights, restricted shares of common stock, restricted stock units, and cash bonuses.
Stock Options
A summary of stock option activity during the nine months ended September 30, 2024, is as follows (in thousands, except options, price per option, and term amounts):
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Options | | Weighted Average Exercise Price | | Weighted Average Remaining Contract Term (in years) | | Aggregate Intrinsic Value |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Outstanding – January 1, 2024 | 3,976,372 | | | $ | 12.53 | | | 6.68 | | $ | 49,670 | |
Granted | — | | | — | | | | | |
| Exercised | (343,742) | | | 13.76 | | | | | |
| Forfeited | (252,160) | | | 20.30 | | | | | |
Outstanding – September 30, 2024 | 3,380,470 | | | $ | 11.82 | | | 5.52 | | $ | 33,580 | |
Vested and expected to vest in the future at September 30, 2024 | 3,380,470 | | | 11.82 | | | 5.52 | | 33,580 | |
Exercisable at September 30, 2024 | 3,029,080 | | | $ | 10.76 | | | 5.33 | | $ | 32,877 | |
The total fair value of options that vested during the three months ended September 30, 2024 and 2023 was $1.1 million and $1.4 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $3.5 million and $5.1 million, respectively.
The total intrinsic value of options exercised during the three months ended September 30, 2024 and 2023 was $1.2 million and $1.5 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $2.8 million and $2.9 million, respectively.
Share-based compensation expense related to time-based and performance-based stock options for the three months ended September 30, 2024 and 2023 was $0.8 million and $1.3 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $3.1 million and $4.1 million, respectively. During the three months ended September 30, 2024, the performance-based stock options were forfeited and none remain outstanding as of September 30, 2024.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
As of September 30, 2024, there was $3.1 million of unrecognized share-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 1.2 years.
Restricted Stock Units
A summary of restricted stock unit (“RSU”) activity during the nine months ended September 30, 2024, is as follows:
| | | | | | | | | | | |
| Number of RSUs | | Weighted Average Grant Date Fair Value |
Non-vested – January 1, 2024 | 4,919,744 | | | $ | 17.19 | |
Granted | 4,863,095 | | | 19.47 | |
| Vested | (1,716,092) | | | 17.49 | |
| Forfeited | (995,579) | | | 17.32 | |
Non-vested – September 30, 2024 | 7,071,168 | | | 18.67 | |
Each RSU represents the right to receive one share of the Company’s common stock upon vesting and settlement. As of September 30, 2024, 7,071,168 RSUs are expected to vest. Share-based compensation expense related to RSUs for the three months ended September 30, 2024 and 2023 was $10.9 million and $7.0 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $28.9 million and $17.8 million, respectively.
As of September 30, 2024, there was $118.8 million of unrecognized share-based compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 2.89 years.
In August 2024, the Company granted 296,544 performance-based restricted stock units (“PSUs”) under the 2021 plan, which have a requisite service period through December 31, 2024. The fair value of the PSUs on the grant date was $6.6 million. Each PSU shall relate to one share of common stock upon vesting and settlement. The number of shares that may be earned is based on achievement of certain financial targets related to the Company’s fiscal year ending December 31, 2024, and such shares will vest only upon board-level confirmation of achievement. The PSUs are subject to forfeiture if the grantee’s employment terminates prior to the completion of the requite service period, or if the performance measures are not met as of December 31, 2024. The fair value of the share-based compensation for the PSUs was measured based on the closing share price of the Company’s common stock at the date of grant. Share-based compensation is recognized ratably over the period between the grant date and December 31, 2024, so long as the performance measures are probable of being achieved.
The Company recognized $2.5 million in share-based compensation expense related to PSUs during both the three and nine months ended September 30, 2024, as the performance measures were probable of being achieved during the relevant periods, and therefore were included in share-based compensation expense for such periods.
As of September 30, 2024 there was $4.1 million of unrecognized share-based compensation expenses related to PSUs, which is expected to be recognized over a period of 0.25 years.
Employee Stock Purchase Program
As of September 30, 2024, the Company has issued 69,899 shares of common stock pursuant to the 2021 Employee Stock Purchase Plan under its employee stock purchase program (“ESPP”). As of September 30, 2024, there was $0.1 million of unrecognized share-based compensation related to the ESPP that is expected to be recognized over the remaining term of the current offering period.
Share-based compensation expense related to the ESPP for the three months ended September 30, 2024 and 2023 was $0.2 million and $0.2 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $0.5 million and $0.5 million, respectively.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
Share-Based Compensation
Share-based compensation for share-based awards granted to participants has been recorded in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 | | |
| Cost of revenues | $ | 1,252 | | | $ | 910 | | | $ | 3,397 | | | $ | 2,919 | | | |
| General and administrative | 8,502 | | | 4,443 | | | 19,687 | | | 11,938 | | | |
Research and development (1) | 2,630 | | | 1,709 | | | 6,663 | | | 5,368 | | | |
| Sales and marketing | 1,870 | | | 1,260 | | | 4,943 | | | 2,654 | | | |
Restructuring related costs (2) | — | | | — | | | (7) | | | (663) | | | |
| Total share-based compensation expense | $ | 14,254 | | | $ | 8,322 | | | $ | 34,683 | | | $ | 22,216 | | | |
| ______________ | | | | | | | | | |
(1)Net of $0.1 million, and $0.1 million additions to capitalized software on the Company’s condensed consolidated balance sheets during the three months ended September 30, 2024 and 2023, respectively, and $0.2 million and $0.2 million during the nine months ended September 30, 2024 and 2023, respectively.
(2)Relates to unvested stock compensation that was forfeited or accelerated as part of the 2024 Realignment Plan and 2023 Restructuring Plan. See Note 12, “Restructuring.”
Note 9 – Income Taxes
In accordance with applicable accounting guidance, the Company is required to use an estimated annual effective tax rate to compute its tax provision during an interim period. However, there is an exception to the use of this method when a reliable estimate of its ordinary income (loss) or related tax (benefit) for the year cannot be determined. In that case, an entity may report the actual tax or benefit applicable when annual income cannot be estimated, as a discrete item in the interim period. This exception was used in determining the tax provision for the three and nine months ended September 30, 2024.
Using the discrete method for the current year, and the annual effective tax rate method for the prior year, the Company’s provision for income taxes reflected an effective tax rate of (13.1)% and 27.9% for the three months ended September 30, 2024 and 2023, respectively, and (6.1)% and 22.7% for the nine months ended September 30, 2024 and 2023, respectively.
During the three and nine months ended September 30, 2024, the Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to research and development credits, state income taxes, and permanent favorable differences related to share-based compensation expense; partially offset by certain employee remuneration under section 162(m) of the Internal Revenue Code, other expected permanent differences, and changes in the valuation allowance.
During the three and nine months ended September 30, 2023, the Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to research and development credits, state income taxes, permanent unfavorable differences related to share-based compensation expense, certain employee remuneration under section 162(m) of the Internal Revenue Code, recognition of U.S. state net operating losses from prior acquisitions, and other expected permanent differences.
The Company regularly assesses whether a valuation allowance should be recorded against its deferred tax assets based on the consideration of all available evidence, both positive and negative, using a “more likely than not” realization standard. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In making such judgements, significant weight is given to evidence that can be objectively verified. After analyzing all available evidence, including the past and current trend in volatility in the Company’s business operating environment, which has impacted the Company’s current ability and expectation to generate sufficient future taxable income to fully realize its deferred tax assets, the Company continues to maintain that it is more likely that it would not be able to utilize all of the deferred tax assets as of September 30, 2024, and December 31, 2023, and, therefore, has a partial valuation allowance against its deferred tax assets. The Company’s valuation allowance was $34.6 million and $29.4 million as of September 30, 2024, and December 31, 2023, respectively.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
The Company has gross unrecognized tax benefits with respect to research and development credits of $4.0 million as of September 30, 2024, and $3.5 million as of December 31, 2023. The Company has recorded an immaterial amount of penalties and interest to income tax expense as the credits have started to be utilized in certain jurisdictions, however almost all credits have no penalties or interest recorded as the credits have not yet been fully utilized.
Note 10 – Related Party Transactions
In the course of its business operations, the Company maintains agreements for services from companies in which certain investment funds advised by a significant stockholder hold an investment. These services primarily relate to vehicle lookup data through an API integrated with many of the Company's products and costs related to financial and business planning software, among others. These costs are recorded as cost of sales or operating expenses on the Company’s condensed consolidated statements of operations, depending on the nature of the agreement or transactions. The Company also has compensation agreements with its directors and officers, which are recorded as general and administrative expenses on the Company’s condensed consolidated statements of operations. Costs and revenue associated with these agreements and transactions are considered to be related party transactions.
The following table presents the impact of related party transactions on the Company’s consolidated statements of operations (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | |
| | | | | | | | | |
| | | | | | | | | |
| Cost of revenues | $ | 456 | | | $ | 416 | | | $ | 1,321 | | | $ | 1,183 | | | |
| General and administrative | (76) | | | 154 | | | 670 | | | 556 | | | |
| Research and development | 27 | | | 57 | | | 79 | | | 284 | | | |
| Sales and marketing | — | | | — | | | — | | | 1 | | | |
| Total related party expenses | $ | 407 | | | $ | 627 | | | $ | 2,070 | | | $ | 2,024 | | | |
The following table presents the impact of related party transactions on the Company’s condensed consolidated balance sheets (in thousands):
| | | | | | | | | | | |
| As of September 30, | | As of December 31, |
| 2024 | | 2023 |
| | | |
Prepaid expenses and other current assets | $ | 105 | | | $ | 38 | |
| Total current assets | $ | 105 | | | $ | 38 | |
| | | |
| | | |
| | | |
| | | |
| Accounts payable | $ | 312 | | | $ | 110 | |
| Accrued liabilities | 323 | | | 243 | |
| Total current liabilities | $ | 635 | | | $ | 353 | |
Under the terms of these related-party transactions, all amounts incurred and recognized are expected to be settled within one year from the date of the accompanying consolidated balance sheets.
During the three months ended September 30, 2023, the Company entered into a privately-negotiated transaction with a stockholder to repurchase 1,525,027 shares of the Company’s common stock at a price per share of $16.43, for an aggregate purchase price of approximately $25.0 million. This represented a 5% discount on the Company’s 7-day moving average price on September 7, 2023. The repurchase settled on September 11, 2023, and was completed pursuant to the Company’s previously announced stock repurchase program authorized in May 2022. There were no similar related party transactions during the three or nine months ended September 30, 2024.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
Note 11 – Net Loss Per Share
The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| Basic and diluted net loss per share | | | | | | | |
| Numerator: | | | | | | | |
Net loss attributable to common stockholders | $ | (7,051) | | | $ | (2,069) | | | $ | (22,027) | | | $ | (12,965) | |
| Denominator: | | | | | | | |
Weighted average common stock outstanding: | | | | | | | |
| Basic | 75,631,670 | | 81,073,915 | | 76,495,022 | | 80,883,310 |
| Diluted | 75,631,670 | | 81,073,915 | | 76,495,022 | | 80,883,310 |
| Net loss per share: | | | | | | | |
| Basic | $ | (0.09) | | | $ | (0.03) | | | $ | (0.29) | | | $ | (0.16) | |
| Diluted | $ | (0.09) | | | $ | (0.03) | | | $ | (0.29) | | | $ | (0.16) | |
A reconciliation of the denominator used in the calculation of basic and diluted loss per share is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | | | |
Weighted average shares outstanding for basic loss per share | 75,631,670 | | | 81,073,915 | | | 76,495,022 | | 80,883,310 | | | | |
| Effect of dilutive securities: | | | | | | | | | | | |
Options outstanding, unexercised | — | | — | | — | | — | | | | |
| | | | | | | | | | | |
| RSUs unvested | — | | — | | — | | — | | | | |
| PSUs unvested | — | | — | | — | | — | | | | |
| Purchase rights committed under the ESPP | — | | — | | — | | — | | | | |
| Weighted average shares outstanding for diluted loss per share | 75,631,670 | | | 81,073,915 | | | 76,495,022 | | | 80,883,310 | | | | | |
The following outstanding potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders because their impact would have been anti-dilutive for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 | | |
| Options outstanding, unexercised | 3,380,470 | | | 3,080,624 | | | 3,380,470 | | | 3,080,624 | | | |
| | | | | | | | | |
| RSUs, unvested | 7,071,168 | | | 5,116,305 | | | 7,071,168 | | | 5,116,305 | | | |
| PSUs, unvested | 296,544 | | | — | | | 296,544 | | | — | | | |
| Purchase rights committed under the ESPP | 73,209 | | | 78,828 | | | 74,060 | | | 75,701 | | | |
| Total | 10,821,391 | | | 8,275,757 | | | 10,822,242 | | | 8,272,630 | | | |
Note 12 – Restructuring Activities
2024 Realignment Plan
In January 2024, the Company’s board of directors authorized an organizational realignment plan (the “2024 Realignment Plan”) that is designed to manage operating costs, enable efficient delivery on business objectives, and allow for growth in areas of strategic importance. The 2024 Realignment Plan included a reduction of the Company’s then-current workforce by approximately 12%. The Company completed the 2024 Realignment Plan in the second quarter of 2024.
MERIDIANLINK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (CONTINUED)
Restructuring charges of $4.2 million for severance and related costs, net of $0.0 million previously vested share-based compensation, net of acceleration, were recognized during the nine months ended September 30, 2024, and none during the three months ended September 30, 2024. These charges are reflected in restructuring related costs on the Company’s condensed consolidated statements of operations.
A rollforward of the Company’s restructuring reserve balance for the nine months ended September 30, 2024 is as follows (in thousands):
| | | | | | | |
| As of September 30, |
| 2024 | | |
| Beginning balance | $ | — | | | |
| Restructuring related costs | 4,179 | | | |
| Payments | (4,030) | | | |
| Ending balance | $ | 149 | | | |
2023 Restructuring Plan
In February 2023, the Company’s board of directors authorized a restructuring plan (the “2023 Restructuring Plan”) that was designed to consolidate the Company’s functions and investments to prioritize customer-centric areas of the Company’s organization, align teams with the Company’s highest business priorities, and improve efficiencies. The Restructuring Plan included a reduction of the Company’s then-current workforce by approximately 11%. The Company completed the 2023 Restructuring Plan in the second quarter of 2023.
Restructuring charges of $3.6 million for severance and related costs, net of $0.7 million previously vested share-based compensation, were recognized during the nine months ended September 30, 2023, and none during the three months ended September 30, 2023. These charges are reflected in restructuring-related costs on the Company’s condensed consolidated statements of operations.
A rollforward of the Company’s restructuring reserve balance for the nine months ended September 30, 2023 is as follows (in thousands):
| | | | | | | |
| As of September 30, |
| 2023 | | |
| Beginning balance | $ | — | | | |
| Restructuring related costs | 3,621 | | | |
| Payments | (3,621) | | | |
| Ending balance | $ | — | | | |
Note 13 – Subsequent Events
In connection with the September Secondary Offering, the underwriter completed the purchase of an additional 650,000 shares of common stock from the selling stockholders pursuant to a partial exercise of its option to purchase up to an additional 900,000 shares of the Company’s common stock from the selling stockholders, as described in Note 7 – Stockholders’ Equity. The remaining portion of the option expired unexercised on October 26, 2024.
Special Note about Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans, and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2023, or our 2023 Annual Report on Form 10-K, and our other filings with the Securities and Exchange Commission, or SEC. These forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events. You should not rely upon forward-looking statements as predictions of future events. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
•our future financial performance, including our expectations regarding our revenue, gross profit or gross margin, operating expenses, ability to generate cash flow, revenue mix, and ability to achieve and maintain future profitability;
•our ability to execute on our strategies, plans, objectives, and goals;
•our ability to compete with existing and new competitors in existing and new markets and offerings;
•our ability to develop and protect our brand;
•our ability to effectively manage privacy and information and data security;
•the concentration of our customer base in the financial institution industry, and spending by financial institutions on cloud-based technology;
•anticipated trends and growth rates in our business and in the markets in which we operate;
•our ability to maintain and expand our customer base and our partner network;
•our ability to sell our applications and expand internationally;
•our ability to comply with laws and regulations;
•our ability to anticipate market needs and successfully develop new and enhanced solutions to meet those needs;
•the impact of global financial, economic, public health, and political events on our industry, business, and results of operations;
•our ability to successfully identify, acquire, and integrate complementary businesses and technologies, and our expectations regarding the expected impact of such acquisitions on our business;
•our ability to hire and retain key members of management and necessary qualified employees to grow our business and expand our operations;
•our ability to maintain effective internal control over financial reporting and disclosure controls and procedures, including our ability to remediate the identified material weakness in our internal control over financial reporting;
•our stock repurchase programs, including the execution and amount of repurchases and financing sources for any such repurchases;
•the execution of restructuring or realignment plans, including expected or contemplated associated timing, benefits, and costs;
•the status of litigation matters, including expected or contemplated settlements, associated timing, and estimated fees and expenses;
•the evolution of technology affecting our applications, platform, and markets;
•economic and industry trends, including the impact of rising inflation rates on our customers and consumers generally;
•seasonal fluctuations in consumer borrowing trends and impact of changes in interest rates;
•our ability to adequately protect our intellectual property; and
•our ability to service our debt obligations, including the effects of amendments to our debt facility and the amount of expected interest expense.
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we, in the future, may file with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
In this Quarterly Report on Form 10-Q, the terms “MeridianLink,” “we,” “us,” and “our” refer to MeridianLink, Inc. and its subsidiaries, unless the context indicates otherwise.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that could impact our business. In particular, we encourage you to review the risks and uncertainties described in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q and in our 2023 Annual Report on Form 10-K. These risks and uncertainties could cause actual results to differ materially from those projected in forward-looking statements contained in this report or implied by past results and trends. Our fiscal year ends on December 31. Our historical results are not necessarily indicative of the results that may be expected for any period in the future, and our interim results are not necessarily indicative of the results we expect for the full fiscal year or any other period.
Overview
We are a leading provider of secure, cloud-based software solutions for financial institutions, including banks, credit unions, mortgage lenders, specialty lending providers, and credit reporting agencies, or CRAs. Financial institutions are undergoing digital transformation as they seek to transition business models, create new revenue streams, and increase customer engagement. We support our customers’ digital transformations by helping them create a superior consumer experience with our mission-critical loan origination system, or LOS, digital lending platform, data verification solutions, and data analytics. Our solutions allow our customers to meet their clients’ financial needs across the institution, which enables improved client acquisition and retention. Additionally, our solutions allow our customers to operate more efficiently by enabling automated loan decisioning and enhanced risk management.
The effective delivery and management of secure and advanced digital solutions in the complex and heavily regulated financial services industry requires significant resources, personnel, and expertise. We provide digital solutions that are designed to be highly configurable, scalable, and adaptable to the specific needs of our customers. We design and develop our solutions with an open platform approach intended to provide comprehensive integration among our solution offerings and our customers’ internal systems and third-party systems. Our multi-product platform, MeridianLink One, can be tailored to meet the needs of our customers as they digitally transform their organizations and adapt to changing business and consumer demands. Moreover, our expert consultants offer strategic guidance and customized solutions through our modular platform to help our customers more quickly reduce costs and increase revenue, efficiency, and satisfaction of their clients.
Our solutions are central to the financial institution’s technology ecosystem and help drive additional business volume for our customers both directly and indirectly through our Partner Marketplace. Our omni-channel borrowing experience seamlessly integrates all the touch points a borrower may have with the financial institution (remote via the web or an app, in person at a branch, or telephonically through an operator). In addition to our streamlined workflow, which has been refined over twenty years with input from across our customer base, our Partner Marketplace provides our customers optional integrations, the collective capabilities of which we believe further distinguish our solution from that of competitors.
We deliver our solutions to the substantial majority of our customers using a software-as-a-service, or SaaS, model under which our customers pay subscription fees for the use of our solutions as well as fees for transactions processed using our solutions. Our subscription fees consist of revenues from software solutions that are governed by pricing and terms contained in contracts between us and our customers. The initial term of our contracts is typically three years, but may range from one to seven years. Our customer contracts are typically not cancellable without penalty. Our contracts almost always contain an evergreen auto-renewal term that is often for a one-year extension after the initial term, but can extend the auto-renewal of the contract up to the length of the original term. Our subscription fee revenues include annual base fees, platform partner fees, and, depending on the product, fees per search or per loan application or per closed loan (with contractual minimums based on volume) that are charged on a monthly basis, which we refer to as volume-based fees. We earn additional revenues based on the volume of applications or closed loans processed above our customers’ contractual minimums.
As a result of this pricing approach, our revenues from our customers grow as our customers add additional transaction types, purchase more modules, utilize more of our partner integrations, or see increased transaction volume. We generally sell our solutions through our direct sales organization or channel partners and recognize our subscription fee revenues over the terms of the customer agreements.
Our revenues per customer vary from period to period based on the length and timing of customer implementations, sales of additional solutions to existing customers, changes in the number of transactions processed (including impacts from seasonality and cyclicality), and variations among existing customers and new customers with respect to the mix of purchased solutions and related pricing.
We seek to strengthen and grow our customer relationships by providing consistent, high-quality implementations and customer support services, which we believe drive higher customer retention and incremental sales opportunities within our existing customer base. We have migrated our solutions onto the public cloud, which helps to extend our innovation and security posture. We believe that our increased focus on our go-to-market strategy and strategic partnerships will drive incremental opportunities for revenue and accelerate customer cross-sell growth.
In addition, we believe there is untapped market potential in the loan origination and digital banking markets. We believe significant opportunity for additional customer acquisition and revenue growth exists as financial institutions continue to adopt online lending and account opening practices and require more efficient technologies. We provide these services to institutions of all sizes and complexities, but currently focus on the middle market. By focusing on better sales execution, providing and allocating resources where needed, and improving marketing efforts, we are confident in our ability to expand our customer base within our current target market.
We cater largely to financial institutions such as community banks and credit unions with assets under management between $100 million and $10 billion. For these institutions, lending is often the single most important revenue driver with approximately 70% of revenue for the full-year 2023 attributable to lending activities, according to the Federal Deposit Insurance Corporation as of April 3, 2024. In recent years, community banks have continued to compete with their typically larger non-community bank competitors. A large opportunity exists in expanding our target market to new customers with less than $100 million or greater than $10 billion in assets under management. In our down-market, smaller institutions commonly use spreadsheets or other inexpensive alternatives. These companies have a smaller volume of loans per month, but there is opportunity to right size our solutions to offer competitive pricing and functionality in order to expand into this market.
We have a build, buy, or partner capital allocation strategy for delivering value to customers and stockholders. For more than two decades, we have continuously invested in expanding and improving our solutions to expand our portfolio capabilities and reach into the consumer lending markets. For example, we designed a patented debt optimization engine to deepen the integration of our data verification and LOS solutions to empower loan officers to maximize loan acceptance rates, boost cross-sell opportunities, and deepen their relationships with clients.
In addition to developing our solutions organically, we may selectively pursue acquisitions, joint ventures, or other strategic transactions that provide additional capabilities or customers, or both. Acquisitions to date have included CRIF Lending Solutions, or CRIF, in June 2018, our closest competitor in consumer lending at the time. In November 2020, we acquired Teledata Communications, Inc., or TCI, the creator of DecisionLender, an industry-trusted LOS that improved our indirect lending capabilities. In December 2020, we acquired all of the assets of TazWorks, LLC, or TazWorks. TazWorks provides software and data solutions to CRAs focused on the employment and tenant screening market, a market that is adjacent and complementary to our current solutions for credit-focused CRAs. In April 2021, we acquired Saylent, a data analytics and marketing solution that enabled us to more rapidly bring to market our MeridianLink Engage product. In April 2022, we acquired StreetShares, Inc., or StreetShares, a financial technology company that enhances our MeridianLink Business capabilities. In November 2022, we acquired Beanstalk Networks LLC, doing business as OpenClose, or OpenClose, a leader in mortgage lending technology, with a particular focus on supporting depository institutions. This transaction has improved our platform by providing more customer-friendly capabilities, particularly through our Point of Sale solution, MeridianLink Mortgage Access, and has helped solidify our position in the depository market.
We have designed our Partner Marketplace to act as the gateway for third parties to access our customers, which allows our customers to leverage the capabilities from these third parties to enable an accelerated loan process with improved efficiency and reduced cost. We are able to capitalize on one-time service fees from our partners upon their integration into our Partner Marketplace and a revenue share from our partners as they derive revenues from our software solutions. As we grow our business, we expect to add additional product partners and drive additional monetization opportunities. We also intend to cultivate and leverage existing and future partners to grow our market presence.
We believe that delivery of consistent, high-quality implementations and customer support services is a significant driver of purchasing and renewal decisions of our prospects and customers. To develop and maintain a reputation for high-quality service, we seek to build deep relationships with our customers through our customer support organization, which we staff with personnel who are motivated by our common mission of using technology to help our customers succeed and who are knowledgeable with respect to the regulated and complex nature of the financial services industry. As we grow and scale our business, we intend to continue to invest in and grow our internal services and support organization, as well as partner with high quality third-party organizations, to support our customers’ needs and maintain our reputation.
Global Considerations
Economic Uncertainty, Rising Inflation, and Increasing Interest Rates
We are also closely monitoring the recent volatility in capital markets and the increased economic uncertainty in the United States. These developments have led to higher inflation and increased uncertainty about business continuity. Additionally, interest rates, including for mortgages and consumer lending, have risen from historic lows and may increase further in the future. These factors may adversely affect our business and our results of operations. As our customers react to global economic conditions and the potential for a global recession, we may see reduced spending on our products and, therefore, may take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity.
Inflation rates, particularly in the United States, have increased recently to multi-year highs. Increased inflation may result in decreased demand for mortgages and consumer lending, increased operating costs (including our labor costs), reduced liquidity, and limitations on our ability to access credit or otherwise raise debt and equity capital. In addition, the United States Federal Reserve has raised, and may again raise, interest rates in response to concerns about inflation. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may cause us to experience lower than expected volumes if there is a decrease in customer spending.
As economic conditions continue to change quickly and are subject to rapid and possibly material change, we will continue to actively monitor these factors and may take actions that alter our business operations as we may determine are in the best interests of our customers and stockholders.
Recent Developments
Debt Modification
In May 2024, we amended our credit agreement, which, among other things, lowered the interest rate on our term loan from 3.26% plus Term SOFR (as defined in our credit agreement) to 2.75% plus Term SOFR. The Amendment also increased the aggregate principal amount of the term loan by $50.0 million, which we drew down in connection with the Amendment, resulting in an increase in our outstanding principal balance. We incurred $0.8 million additional financing fees related to the amendment, which were deferred and recorded as a reduction to the debt balance, and which will be amortized as interest expense over the contractual life of the term loan using the effective interest method. Excluding the impact of volatility in Term SOFR, the amendment is anticipated to increase interest expense by approximately $0.5 million per quarter, beginning in May 2024. Increases to Term SOFR during any period would in turn increase our effective interest rate and result in higher interest expense, including acceleration of amortization for deferred financing fees. Our effective interest rate on our term loan was 7.7% as of September 30, 2024, and was 8.9% as of April 30, 2024, immediately preceding the amendment.
Organizational Realignment Plan
In January 2024, our board of directors authorized an organizational realignment plan, or the 2024 Realignment Plan, that is designed to manage operating costs, enable efficient delivery on business objectives, and allow for growth in areas of strategic importance. The 2024 Realignment Plan included a reduction of the Company’s then-current workforce by approximately 12%. We completed the 2024 Realignment Plan in the second quarter of 2024.
Restructuring charges of $4.2 million for severance and related costs, net of $0.0 million previously vested share-based compensation, net of acceleration, were recognized during the nine months ended September 30, 2024, and none during the three months ended September 30, 2024. These charges are reflected in restructuring related costs on our condensed consolidated statements of operations.
January 2024 Stock Repurchase Program
In January 2024, our board of directors authorized a new stock repurchase program to acquire up to $125.0 million of our common stock, with no fixed expiration date and no requirement to purchase any minimum number of shares, or the 2024 Stock Repurchase Program. The manner, timing, and actual number of shares repurchased under the program will depend on a variety of factors, including price, working capital needs, general business and market conditions, regulatory requirements, and other investment opportunities. Shares may be repurchased through privately negotiated transactions, or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. The repurchase programs may be commenced, suspended, or terminated at any time by us at our discretion without prior notice. Any shares of common stock repurchased under the 2024 Stock Repurchase Program will be retired and automatically returned to the status of authorized but unissued shares of common stock. Approximately $44.4 million (including excise taxes) of the 2024 Stock Repurchase Program was used for the stock repurchase in connection with the February Secondary Offering, as described below. During the three months ended September 30, 2024, approximately $31.3 million was used for repurchases (including excise taxes) made during the period.
Secondary Offerings by Selling Stockholders and Related Common Stock Repurchase
On September 30, 2024, we completed an underwritten secondary offering for the sale of 6,000,000 shares of common stock by certain funds managed by Thoma Bravo, L.P., at an offering price of $21.05 per share, or the September Secondary Offering. In connection with the September Secondary Offering, the selling stockholders granted the underwriters a 30-day option to purchase up to an additional 900,000 shares of common stock at the offering price of $21.05 per share. The underwriters partially exercised their option to purchase an additional 650,000 shares of common stock on October 18, 2024, and the remaining portion of the option expired unexercised on October 26, 2024. We did not receive any proceeds from the sale of our common stock by the selling stockholders in the September Secondary Offering. During the three months ended September 30, 2024, we incurred costs of $0.7 million in connection with the September Secondary Offering. These costs are included within general and administrative expenses on our condensed consolidated statements of operations.
On February 9, 2024, we completed an underwritten secondary offering for the sale of 6,906,015 shares of common stock by certain of our existing stockholders, at an offering price of $19.00 per share (the “February Secondary Offering”). In connection with the February Secondary Offering, selling stockholders granted the underwriters a 30-day option to purchase up to an additional 675,000 shares of common stock from the selling stockholders at the public offering price, less underwriting discounts and commissions. The underwriters did not exercise their option to purchase any additional shares before the expiration of this 30-day window. We did not receive any proceeds from the sale of our common stock by the selling stockholders in the February Secondary Offering. During the nine months ended September 30, 2024, we incurred costs of $1.4 million in connection with the February Secondary Offering. These costs are included within general and administrative expenses on our condensed consolidated statements of operations.
The September and February Secondary Offerings were made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-276336), which was filed with the Securities and Exchange Commission on December 29, 2023, and became effective on January 8, 2024.
On February 9, 2024, in connection with the February Secondary Offering and pursuant to our 2024 Stock Repurchase Program, we repurchased 2,406,015 shares of our common stock from the underwriters at a price per share equal to $18.2875, which is equal to the per share price at which the underwriters purchased the shares from the selling stockholders in the February Secondary Offering, resulting in an aggregate purchase price of approximately $44.4 million (including excise taxes).
Components of Operating Results
We have one primary business activity and operate in a single operating and reportable segment.
Revenues
Our revenues consist of three components: subscription fees, professional services, and other revenues.
Subscription Fee Revenues
Our software solutions are generally available for use as hosted application arrangements under subscription fee agreements. Our software solutions consist of an obligation for us to provide continuous access to a technology solution that it hosts and routine customer support, both of which we account for as a stand-ready performance obligation. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date our solution is made available to the customer. Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or revenues, depending on whether the revenue recognition criteria have been met. For the majority of our customers, additional fees for monthly usage are recognized as revenue in the month when the usage amounts are determined and reported. Certain of our subscription contracts are invoiced to our customers annually, and revenue is recognized ratably over the service term.
In determining whether SaaS services are distinct, we have considered whether the series guidance applies to our subscription services. We have considered various factors including that substantially all our SaaS arrangements involve the transfer of a service to the customer, which represents a performance obligation that is satisfied over time because the customer simultaneously receives and consumes the benefits of the services provided. Customer support services, forms maintenance, and subscription services are considered a series of distinct services that are accounted for as a single performance obligation, as the nature of the services are substantially the same and have the same pattern of transfer (i.e., distinct days of service). For these contracts, we allocate the ratable portion of the consideration to each period based on the services provided in such period.
We have concluded that our subscription fees related to monthly usage relate specifically to the transfer of the service to the customer in that month and are consistent with the allocation objective of ASC 606 when considering all the performance obligations and payment terms in the contract. Therefore, we generally recognize additional usage revenues in the month when the usage amounts are determined and reported. This allocation reflects the amount we expect to receive for the services for the given period.
We have a limited number of legacy customers that host and manage their solutions on-premises under term license and maintenance agreements. We no longer market or sell our solutions under this type of arrangement and these legacy customers represents an immaterial amount of our subscription fee revenues. However, there is no planned sunset or end of life for these on-premises solutions.
Professional Services Revenues
We offer implementation, configuration, consulting, and training services for our software solutions and SaaS offerings. Revenues from our professional services are recognized as control is transferred to the customer, which can be either at a point in time or over time, depending on the nature of the contractual performance obligations.
In determining whether implementation services are distinct from subscription services, we have considered that there is not a significant level of integration between implementation and subscription services. Further, implementation services in our contracts provide benefit to the customer with other readily available resources and the implementation services generally are not interdependent with the SaaS subscription services. Therefore, implementation services are generally accounted for as a separate performance obligation, as they represent distinct services that provide benefit to the customer apart from SaaS services.
Consulting and training services are generally considered a separate performance obligation as they are considered distinct services that provide a benefit to the customer on their own.
Other Revenues
We enter into referral and marketing agreements with various third parties, in which revenues are primarily generated from transactions initiated by the third parties’ customers. We may introduce our customers to a referral partner or offer additional services available from the referral partner via an integration with our software solutions. Revenues are recognized in the period the services are performed, provided that collection of the related receivable is probable.
Cost of Revenues
Cost of revenues consists primarily of salaries and other personnel-related costs, including employee benefits, bonuses, and share-based compensation for employees providing services to our customers. This includes the costs of our implementation, customer support, data center, and customer training personnel. Additional expenses include fees paid to third-party vendors in connection with delivering services to customers.
Cost of revenues also includes cloud-based hosting services, an allocation of general overhead costs, and the amortization of developed technology. We allocate general overhead expenses to all departments based on the number of employees in each department, which we consider to be a fair and representative means of allocation.
We capitalize certain software development costs related to programmers, software engineers, and quality control teams working on our software solutions. We commence amortization of capitalized costs for solutions that have reached general release. Capitalized software development costs are amortized to cost of revenues over their estimated economic lives.
We intend to continue to increase our investments in our implementation and customer support teams and technology infrastructure to serve our customers and support our growth. We expect cost of revenues to continue to grow in absolute dollars as we grow our business.
Gross Profit
Gross profit is revenues less cost of revenues. Gross profit has been, and will continue to be, affected by various factors, including the mix of our subscription fees, professional service and other revenues, the costs associated with our personnel, third-party vendors, and cloud-based hosting services, and the extent to which we expand our implementation and customer support services. We expect that our gross profit will fluctuate from period to period depending on the interplay of these various factors.
Operating Expenses
General and Administrative
General and administrative expenses consist primarily of salaries, and other personnel-related costs, including employee benefits, bonuses, and share-based compensation, of our administrative, finance and accounting, information systems, legal, and human resources employees. General and administrative expenses also include consulting and professional fees, insurance, franchise taxes, travel, and credit loss expense.
General and administrative expenses include depreciation of property and equipment and amortization of acquired intangible assets. Identifiable intangible assets with finite lives, such as customer relationships, trademarks, and non-competition agreements, are amortized over their estimated useful lives on either a straight-line or accelerated basis, depending on the nature of the intangible asset.
We continue to incur incremental expenses associated with the growth of our business and to meet increased compliance requirements associated with operating as a public company. These expenses include costs to comply with Section 404 of the Sarbanes-Oxley Act and other regulations governing public companies, increased costs of investor relations activities, and investments to drive scalability. As a result, we expect our general and administrative expenses to increase in absolute dollars, but to decrease as a percentage of revenues over the long term as we scale the business and continue to adjust to being a public reporting company.
Research and Development
Research and development expenses include salaries and other personnel-related costs, including employee benefits, bonuses, and share-based compensation. Research and development expenses also include third-party contractor expenses, software development costs, allocated overhead, and other related expenses incurred in developing new solutions and enhancing existing solutions.
Certain research and development costs that are related to our internal software development, which include salaries and other personnel-related costs attributed to certain programmers, software engineers, and quality control teams, are capitalized and are included in intangible assets, net on the condensed consolidated balance sheets.
We believe that continuing to improve and enhance our solutions is essential to maintaining our reputation for innovation and growing our customer base and revenues. We plan to continue investing in research and development by increasing our software development capacity. As a result, we expect our research and development expenses to increase in absolute dollars, over the long term as we scale the business, including through integration of our acquisitions.
Sales and Marketing
Sales and marketing expenses consist primarily of salaries and other personnel-related costs, including commissions, employee benefits, bonuses, and share-based compensation. Sales and marketing expenses also include expenses related to advertising, lead generation, promotional event programs, corporate communications, travel, outside consulting fees, and allocated overhead. Commissions related to software sales are generally capitalized and then amortized over the expected period of customer benefit.
Sales and marketing expenses are also impacted by the timing of significant marketing programs such as our annual customer conference, which we typically hold during the second quarter. We plan to continue investing in sales and marketing by increasing our number of sales and marketing personnel and expanding our sales and marketing activities. As a result, we expect our sales and marketing expenses to increase in absolute dollars. We believe these investments will help us build brand awareness, add new customers, and expand sales to our existing customers as they continue to buy more solutions from us.
Total Other (Income) Expense, Net
Total other (income) expense, net consists primarily of interest expense attributable to our credit facilities and amortization of lender-related fees and other direct incremental costs of securing financing partially offset by interest income from our interest-bearing cash accounts.
Provision For (Benefit From) Income Taxes
The Company’s income tax expense includes the changes for the deferred tax asset valuation allowance, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future taxes to be paid. We are subject to federal income taxes in the United States and numerous state jurisdictions. Significant judgments and estimates are required in the determination of the consolidated income tax expense.
We recognize deferred tax assets to the extent that these assets are more likely than not to be realized. If they are not, deferred tax assets are reduced by a valuation allowance. We assess whether a valuation allowance should be recorded against our deferred tax assets based on the consideration of all available evidence, both positive and negative, using a “more likely than not” realization standard. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In making such judgements, significant weight is given to evidence that can be objectively verified. After analyzing all available evidence, including the past and current trend in volatility in our business operating environment which has impacted our current ability and expectation to generate sufficient future taxable income to fully realize our deferred tax assets, we have determined that it is more likely that we would not be able to utilize all of our deferred tax assets, and therefore, we have established a partial valuation allowance on our deferred tax assets as of September 30, 2024, and December 31, 2023.
We have recorded uncertain tax position related to certain research and development tax credits utilized in certain tax jurisdictions, due to the partial utilization of these credits in these tax jurisdictions. This tax position has been recorded primarily as a reduction to the related deferred assets associated with these credits. To date, penalties and interest associated with this position have been immaterial.
Results of Operations
Condensed Consolidated Statements of Operations
The following table sets forth our condensed consolidated statements of operations data for each of the periods indicated (in thousands, except for share and per share amounts):
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 | | |
| Revenues, net | $ | 80,369 | | | $ | 76,488 | | | $ | 236,861 | | | $ | 229,038 | | | |
| Cost of revenues: | | | | | | | | | |
Subscription and services (1) | 22,790 | | | 22,488 | | | 67,507 | | | 69,973 | | | |
| Amortization of developed technology | 4,860 | | | 4,524 | | | 14,392 | | | 13,488 | | | |
| Total cost of revenues | 27,650 | | | 27,012 | | | 81,899 | | | 83,461 | | | |
| Gross profit | 52,719 | | | 49,476 | | | 154,962 | | | 145,577 | | | |
| Operating expenses: | | | | | | | | | |
General and administrative (1) | 29,649 | | | 23,218 | | | 84,065 | | | 70,182 | | | |
Research and development (1) | 10,019 | | | 11,248 | | | 29,409 | | | 36,814 | | | |
Sales and marketing (1) | 10,492 | | | 9,441 | | | 32,495 | | | 26,212 | | | |
Restructuring related costs (1) | — | | | — | | | 4,179 | | | 3,621 | | | |
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| Total operating expenses | 50,160 | | | 43,907 | | | 150,148 | | | 136,829 | | | |
| Operating income | 2,559 | | | 5,569 | | | 4,814 | | | 8,748 | | | |
| Other (income) expense, net: | | | | | | | | | |
| Interest and other income | (1,371) | | | (1,342) | | | (3,963) | | | (2,596) | | | |
| Interest expense | 10,165 | | | 9,780 | | | 29,544 | | | 28,127 | | | |
| Total other expense, net | 8,794 | | | 8,438 | | | 25,581 | | | 25,531 | | | |
| Loss before income taxes | (6,235) | | | (2,869) | | | (20,767) | | | (16,783) | | | |
| Provision for (benefit from) income taxes | 816 | | | (800) | | | 1,260 | | | (3,818) | | | |
| Net loss | $ | (7,051) | | | $ | (2,069) | | | $ | (22,027) | | | $ | (12,965) | | | |
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| Net loss per share: | | | | | | | | | |
| Basic | $ | (0.09) | | | $ | (0.03) | | | $ | (0.29) | | | $ | (0.16) | | | |
| Diluted | $ | (0.09) | | | $ | (0.03) | | | $ | (0.29) | | | $ | (0.16) | | | |
| Weighted average common stock outstanding: | | | | | | | | | |
| Basic | 75,631,670 | | | 81,073,915 | | | 76,495,022 | | | 80,883,310 | | | |
| Diluted | 75,631,670 | | | 81,073,915 | | | 76,495,022 | | | 80,883,310 | | | |
| ______________ | | | | | | | | | |
(1)Share-based compensation is as follows:
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 | | |
| Cost of revenues | $ | 1,252 | | | $ | 910 | | | $ | 3,397 | | | $ | 2,919 | | | |
| General and administrative | 8,502 | | | 4,443 | | | 19,687 | | | 11,938 | | | |
| Research and development, net of amounts capitalized | 2,630 | | | 1,709 | | | 6,663 | | | 5,368 | | | |
| Sales and marketing | 1,870 | | | 1,260 | | | 4,943 | | | 2,654 | | | |
| Acceleration (forfeitures) included in restructuring related costs | — | | | — | | | (7) | | | (663) | | | |
| Total share-based compensation expense | $ | 14,254 | | | $ | 8,322 | | | $ | 34,683 | | | $ | 22,216 | | | |
Comparison of the Three and Nine Months Ended September 30, 2024 and 2023
Revenues, net
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| Three Months Ended September 30, | | Change | | Nine Months Ended September 30, | | Change |
| (in thousands) | 2024 | | 2023 | | $ | | % | | 2024 | | 2023 | | $ | | % |
| Revenues, net | $ | 80,369 | | | $ | 76,488 | | | $ | 3,881 | | | 5 | % | | $ | 236,861 | | | $ | 229,038 | | | $ | 7,823 | | | 3 | % |
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Revenues increased for both the three and nine months ended September 30, 2024, compared to the same periods in 2023. The increase was primarily due to the net effect from increased revenue from our Lending Software Solutions, which is driven by increases from new and ramping customers as well as existing customers, partially offset by decreased revenue from our Data Verification Services, which was driven by lower volumes in our mortgage-related revenues. For both of our solutions, we receive incremental revenues if customers exceed their minimum commitments for monthly transactions, which typically is based off of number of applications or closed and funded loans for Lending Software Solutions and credit, tenant, or employment verification reports for our Data Verification Software Solutions.
During the nine months ended September 30, 2023, we updated our estimate of variable consideration associated with one of our channel reseller contracts, which resulted in a $2.3 million reduction in Lending Software Solutions revenue for the 2023 period due to a commercial dispute as the amount we expected to receive under this contract was reduced and as receipt of this amount was no longer considered probable, leading to the reduction in revenue. There was no similar adjustment to our estimates of variable consideration during the three months ended September 30, 2023 or the comparable 2024 periods.
Cost of Revenues and Gross Profit
Subscription and services
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| Three Months Ended September 30, | | Change | Nine Months Ended September 30, | | | Change |
| (in thousands) | 2023 | | 2023 | | $ | | % | 2024 | | 2023 | | | $ | | % |
| Subscription and services | $ | 22,790 | | | $ | 22,488 | | | $ | 302 | | | 1 | % | $ | 67,507 | | | $ | 69,973 | | | | $ | (2,466) | | | (4) | % |
Subscription and services cost of revenues increased $0.3 million, or 1%, for the three months ended September 30, 2024, compared to the same period in 2023. The increase was primarily due to the net effect of higher compensation costs of $0.7 million, partially offset by a $0.6 million decrease in third-party costs driven by lower Data Verification Software Solutions volumes, which, in turn, was driven by lower volumes in our mortgage-related revenues.
Subscription and services cost of revenues decreased $2.5 million, or 4%, for the nine months ended September 30, 2024, compared to the same period in 2023. The decrease was primarily due to the net effect from a $2.8 million decrease in third-party costs, which was driven by lower Data Verification Software Solutions volumes due to lower volumes in our mortgage-related revenues. The decrease was partially offset by an increase of $0.5 million from share-based compensation expense driven by increased amortization expense from equity awards granted in 2024 compared to the same period in 2023, which awards were primarily granted in the second quarter of 2024.
Amortization of Developed Technology
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| Three Months Ended September 30, | | Change | | Nine Months Ended September 30, | | Change |
| (in thousands) | 2024 | | 2023 | | $ | | % | | 2024 | | 2023 | | $ | | % |
| Amortization of Developed Technology | $ | 4,860 | | | $ | 4,524 | | | $ | 336 | | | 7 | % | | $ | 14,392 | | | $ | 13,488 | | | $ | 904 | | | 7 | % |
Amortization of developed technology increased $0.3 million, or 7%, for the three months ended September 30, 2024, compared to the same period in 2023. The increase was due to increased amortization for internally developed software as we continue to build and enhance our product offerings.
Amortization of developed technology increased $0.9 million, or 7%, for the nine months ended September 30, 2024, compared to the same period in 2023. The increase was due to increased amortization for internally developed software as we continue to build and enhance our product offerings.
Gross Profit
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| Three Months Ended September 30, | | Change | | Nine Months Ended September 30, | | Change |
| (in thousands) | 2024 | | 2023 | | $ | | % | | 2024 | | 2023 | | $ | | % |
| Gross profit | $ | 52,719 | | | $ | 49,476 | | | $ | 3,243 | | | 7 | % | | $ | 154,962 | | | $ | 145,577 | | | $ | 9,385 | | | 6 | % |
Gross profit increased for both the three and nine months ended September 30, 2024, compared to the same periods in 2023. The increase was primarily due to the combined effect from a net increase in revenue resulting from increased Lending Software Solutions revenue and a decrease in third-party costs driven by lower Data Verification Software Solutions volumes.
Operating Expenses
General and Administrative
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| Three Months Ended September 30, | | Change | | Nine Months Ended September 30, | | Change |
| (in thousands) | 2024 | | 2023 | | $ | | % | | 2024 | | 2023 | | $ | | % |
| General and administrative | $ | 29,649 | | | $ | 23,218 | | | $ | 6,431 | | | 28 | % | | $ | 84,065 | | | $ | 70,182 | | | $ | 13,883 | | | 20 | % |
General and administrative expenses increased $6.4 million, or 28%, for the three months ended September 30, 2024, compared to the same period in 2023. The increase was primarily related to the combined effect from increased share-based compensation expenses of $4.1 million related to increased amortization expenses from equity awards granted in 2024 compared to the same period in 2023, which were primarily granted in the second and third quarters of 2024, increased legal fees of $1.1 million, including $0.4 million related to our Secondary Offerings, and an increase of $1.8 million in advisory fees in 2024 compared to the same period in 2023, including $0.5 million for services performed by a third party related to efforts to remediate our material weakness.
General and administrative expenses increased $13.9 million, or 20%, for the nine months ended September 30, 2024, compared to the same period in 2023. The increase was primarily related to the net effect from increased share-based compensation expenses of $7.8 million related to increased amortization expenses from equity awards granted in 2024 compared to the same period in 2023, which awards were primarily granted in the second and third quarters of 2024, increased legal fees of $5.9 million, including $1.9 million related to the settlement and expected settlements of class action litigation claims and related legal expenses, $2.1 million related to our Secondary Offerings, and an increase of $1.5 million in advisory fees in 2024 compared to the same period in 2023, including $0.5 million for services performed by a third party related to efforts to remediate our material weakness, partially offset by decreases in recruiting expenses of $0.6 million and decreased expenses for general insurance of $0.9 million in 2024 compared to the same period in 2023.
Research and Development
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| Three Months Ended September 30, | | Change | | Nine Months Ended September 30, | | Change |
| (in thousands) | 2024 | | 2023 | | $ | | % | | 2024 | | 2023 | | $ | | % |
| Research and development | $ | 10,019 | | | $ | 11,248 | | | $ | (1,229) | | | (11) | % | | $ | 29,409 | | | $ | 36,814 | | | $ | (7,405) | | | (20) | % |
Research and development expenses decreased $1.2 million, or 11%, for the three months ended September 30, 2024, compared to the same period in 2023. The decrease was primarily related to the net effect from decreased compensation and contractor expenses of $1.9 million, net of amounts capitalized, largely from lower headcount and personnel costs on our research and development teams due to the 2024 Realignment Plan that went into effect during the three months ended March 31, 2024, partially offset by a $0.9 million increase in stock compensation expense related to increased amortization expenses from equity awards granted in 2024 compared to the same period in 2023, which awards were primarily granted in the second quarter of 2024.
Research and development expenses decreased $7.4 million, or 20%, for the nine months ended September 30, 2024, compared to the same period in 2023. The decrease was primarily related to the net effect from decreased compensation and contractor expenses of $7.5 million, net of amounts capitalized, largely from lower headcount and personnel costs on our research and development teams due to the 2024 Realignment Plan that went into effect during the three months ended March 31, 2024, $0.3 million lower rent expense related to a lease that expired in December 2023, partially offset by a $1.3 million increase in stock compensation expense related equity awards granted in 2024 compared to the same period in 2023, which awards were primarily granted in the second quarter of 2024.
Sales and Marketing
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| Three Months Ended September 30, | | Change | | Nine Months Ended September 30, | | Change |
| (in thousands) | 2024 | | 2023 | | $ | | % | | 2024 | | 2023 | | $ | | % |
| Sales and marketing | $ | 10,492 | | | $ | 9,441 | | | $ | 1,051 | | | 11 | % | | $ | 32,495 | | | $ | 26,212 | | | $ | 6,283 | | | 24 | % |
Sales and marketing expenses increased $1.1 million, or 11%, for the three months ended September 30, 2024, compared to the same period in 2023. The increase was primarily related to the net effect from increased personnel related expenses of $1.5 million from increased headcount on our sales and marketing teams which included increased commissions expenses of $0.3 million, net of amounts capitalized, and increased share-based compensation expenses of $0.6 million due to increased amortization in 2024 compared to the same period in 2023 due to new equity awards granted in the second quarter of 2024, partially offset by $0.4 million lower marketing expenses in 2024 compared to the same period in 2023.
Sales and marketing expenses increased $6.3 million, or 24%, for the nine months ended September 30, 2024, compared to the same period in 2023. The increase was primarily related to the net effect from increased personnel related expenses of $5.8 million from increased headcount on our sales and marketing teams which included increased commissions expenses of $1.2 million, net of amounts capitalized, increased share-based compensation expenses of $2.3 million due to increased amortization in 2024 compared to the same period in 2023 due to new equity awards granted in the second quarter of 2024, and increased costs for our annual user conference of $0.8 million, partially offset by $0.7 million lower marketing expenses in 2024 compared to the same period in 2023.
Restructuring Related Costs
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| Three Months Ended September 30, | | Change | | Nine Months Ended September 30, | | Change |
| (in thousands) | 2024 | | 2023 | | $ | | % | | 2024 | | 2023 | | $ | | % |
| Restructuring related costs | $ | — | | | $ | — | | | $ | — | | | — | % | | $ | 4,179 | | | $ | 3,621 | | | $ | 558 | | | 15 | % |
Restructuring related costs are costs related to the 2024 Realignment Plan that went into effect during the nine months ended September 30, 2024, and the 2023 Restructuring Plan that went into effect during the same period in 2023. Restructuring related costs incurred during each period are primarily related to cash payments for severance, net of non-cash stock compensation forfeitures and acceleration, and other termination-related costs.
Total Other Expense, net
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| Three Months Ended September 30, | | Change | | Nine Months Ended September 30, | | Change |
| (in thousands) | 2024 | | 2023 | | $ | | % | | 2024 | | 2023 | | $ | | % |
| Total other expense, net | $ | 8,794 | | | $ | 8,438 | | | $ | 356 | | | 4 | % | | $ | 25,581 | | | $ | 25,531 | | | $ | 50 | | | — | % |
Total other expenses, net increased $0.4 million, or 4%, for the three months ended September 30, 2024, compared to the same period in 2023. The increase was primarily related to increased interest expense of $0.4 million.
Total other expenses, net decreased $0.1 million, or 0%, for the nine months ended September 30, 2024, compared to the same period in 2023. The decrease was primarily related to the net impact of increased interest expense of $1.4 million, partially offset by a $0.5 million increased interest income on our cash and cash equivalents and receipt of a $0.8 million indemnity claim from a past acquisition during the second quarter of 2024.
Provision for (Benefit from) Income Taxes
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| Three Months Ended September 30, | | Change | | Nine Months Ended September 30, | | Change |
| (in thousands) | 2024 | | 2023 | | $ | | % | | 2024 | | 2023 | | $ | | % |
| Provision for (benefit from) income taxes | $ | 816 | | | $ | (800) | | | $ | 1,616 | | | (202) | % | | $ | 1,260 | | | $ | (3,818) | | | $ | 5,078 | | | (133) | % |
Provision for income taxes was $0.8 million for the three months ended September 30, 2024, compared to a benefit from income taxes of $0.8 million for the three months ended September 30, 2023. The increase was primarily due to the tax provision effects of research and development credits, state income taxes, and permanent favorable differences related to share-based compensation expense; partially offset by certain employee remuneration under section 162(m) of the Internal Revenue Code, other permanent differences, and changes to our valuation allowance.
Provision for income taxes was $1.3 million for the nine months ended September 30, 2024, compared to a benefit from income taxes of $3.8 million for the nine months ended September 30, 2023. The increase was primarily due to the tax provision effects of research and development credits, state income taxes, and permanent favorable differences related to share-based compensation expense; partially offset by certain employee remuneration under section 162(m) of the Internal Revenue Code, other permanent differences, and changes to our valuation allowance.
Liquidity and Capital Resources
Sources of Liquidity
We have financed our operations primarily through cash flows from operations, long-term debt, and proceeds from equity issuances. In May 2024, in connection with an amendment to our credit agreement, we increased the aggregate principal amount of the term loan by $50.0 million, which we pulled down from our credit facility in connection with the amendment, generating net proceeds to us of approximately $48.7 million after deducting $1.3 million financing fees.
We have also filed a shelf registration statement on Form S-3, or the Shelf Registration Statement, that became effective January 8, 2024, under which we may offer or sell, in one or more offerings, our common stock, preferred stock, warrants, debt securities, and/or units consisting of some or all of these securities in a maximum aggregate amount of up to $500.0 million.
As of September 30, 2024, our principal sources of liquidity were cash and cash equivalents of $82.3 million and unused capacity under our revolving line of credit of $50.0 million. Based upon our current levels of operations, we believe that our cash flows from operations along with our other sources of liquidity are adequate to meet our cash requirements for at least the next twelve months.
Our primary uses of cash are funding operations, acquisitions, capital expenditures, debt principal and interest payments, and stock repurchases. Our use of cash is impacted by the timing and extent of the required payments for each of these activities.
Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, the continued expansion of sales and marketing activities, the introduction of new and enhanced solutions, the seasonality impacts on our business, the timing and extent of spending to support our growth strategy, the continued market acceptance of our solutions, the future acquisitions of solutions or businesses, and future stock repurchases. In the event that additional financing is required from outside sources, we may not be able to raise such financing on terms acceptable to us or at all. We continue to monitor our financing requirements and may pursue refinancing opportunities to potentially reduce interest rates and extend maturities. If we are unable to raise additional capital when desired, our business, operating results, and financial condition would be adversely affected.
Operating Leases
We lease office space and server equipment under various operating lease agreements that expire through December 2026. We recognize the related rent expense on a straight-line basis over the term of each lease. Free rent and rental increases are recognized on a straight-line basis over the term of each lease.
Debt
For a detailed description of our debt, please see Note 6 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Cash Flows
The following table summarizes our cash flows for the periods presented (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, | | | | Change | |
| (in thousands) | 2024 | | 2023 | | | | $ | | % | | | |
| Net cash provided by (used in): | | | | | | | | | | | | |
| Operating activities | $ | 63,989 | | | $ | 55,486 | | | | | $ | 8,503 | | | 15 | % | | | |
| Investing activities | (5,696) | | | 24,194 | | | | | (29,890) | | | (124) | % | | | |
| Financing activities | (56,468) | | | (37,900) | | | | | (18,568) | | | (49) | % | | | |
Net (decrease) increase in cash, cash equivalents | $ | 1,825 | | | $ | 41,780 | | | | | $ | (39,955) | | | (96) | % | | | |
Cash Flows from Operating Activities
Our largest source of operating cash is cash collection from sales of subscription fees to our customers. Our primary uses of cash from operating activities are for personnel-related expenses, marketing expenses, payments to third-party vendors, and interest expense.
Operating cash flow is derived by adjusting our net loss for non-cash operating items, such as depreciation and amortization, amortization of debt issuance costs, share-based compensation expense, deferred income taxes, loss on disposal of property and equipment, and changes in operating assets and liabilities, which reflect timing differences between the receipt and payment of cash associated with transactions and when they are recognized in our results of operations.
The increase in cash provided by operating activities for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, was primarily attributable to $8.7 million lower net loss after adjusting for non-cash operating items, and $2.7 million related to timing of prepayments; partially offset by $2.7 million related to timing of customer billings, and $0.1 million related to timing of disbursements for operations.
Cash Flows from Investing Activities
The change in cash used in investing activities for the nine months ended September 30, 2024 compared to cash provided by investing activities for the nine months ended September 30, 2023, was due to the release of $30.0 million from escrow during the nine months ended September 30, 2023 that was previously deposited related to a contingent earnout obligation from a prior acquisition, with none in the comparable period in 2024. This decrease was partially offset by the positive impact from lower capitalized software additions of $1.5 million, and lower purchases of property and equipment of $0.1 million during the nine months ended September 30, 2024, compared to 2023.
Cash Flows from Financing Activities
The increase in cash used in financing activities for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, was primarily due to higher stock repurchases of $69.2 million, and higher taxes paid for net share settlements of restricted stock units of $1.5 million. The increase was partially offset by higher proceeds from exercise of stock options of $3.1 million, and $49.2 million proceeds from debt, net of deferred financing fees.
Recent Accounting Pronouncements
See Note 2, “Significant Accounting Policies” to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on our results of operations, financial condition, and cash flows.
Emerging Growth Company Status
We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial results may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. We expect to use the extended transition period for any other new or revised accounting standards during the period in which we remain an emerging growth company.
Critical Accounting Estimates
There have been no material changes to our critical accounting estimates since December 31, 2023. For a full discussion of these estimates and policies, see “Critical Accounting Policies and Significant Judgments” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report on Form 10-K.
Non-GAAP Financial Measures
In addition to our financial information presented in accordance with GAAP, we use certain “non-GAAP financial measures” to clarify and enhance our understanding of past performance and future prospects. Generally, a non-GAAP financial measure is a numerical measure of a company’s operating performance, financial position or cash flow that includes or excludes amounts that are included or excluded from the most directly comparable measure calculated and presented in accordance with GAAP. We monitor adjusted EBITDA, the non-GAAP financial measure described below, and we believe it is helpful to investors for the reasons listed below.
Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry because they may calculate non-GAAP financial results differently. In addition, there are limitations in using non-GAAP financial measures because they are not prepared in accordance with GAAP and exclude expenses that may have a material impact on our reported financial results. In particular, amortization and depreciation, interest expense, and share-based compensation expense, which are excluded from adjusted EBITDA have been and we expect will continue to be significant recurring expenses in our business for the foreseeable future. Income tax expense is also excluded from adjusted EBITDA and can be volatile due to temporary and permanent differences between GAAP and IRS statutory regulations, and changes resulting from recording valuation allowances due to identified impairments in our deferred tax assets. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. We urge you to review the reconciliations of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not to rely on any single financial measure to evaluate our business.
Adjusted EBITDA
We define adjusted EBITDA as net loss before interest expense, taxes, depreciation and amortization, share-based compensation expense, employer payroll taxes on employee stock transactions, expenses associated with our secondary offerings, restructuring related costs, expenses related to debt modification, litigation related charges and gains not related to our core business, expenses for services performed by a third party consultant related to efforts to remediate our material weakness, and deferred revenue reductions from purchase accounting for acquisitions prior to 2022.
We have provided below a reconciliation of adjusted EBITDA to net loss, the most directly comparable GAAP financial measure.
We believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results for the following reasons:
•adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired;
•our management uses adjusted EBITDA in conjunction with GAAP financial measures for planning purposes, in the preparation of our annual operating budget, as a measure of our operating performance, to assess the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance;
•adjusted EBITDA provides more consistency and comparability with our past financial performance, facilitates period-to-period comparisons of our operations, and also facilitates comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and
•our investor and analyst presentations include adjusted EBITDA as a supplemental measure of our overall operating performance.
Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP. The use of adjusted EBITDA as an analytical tool has limitations such as:
•depreciation and amortization are non-cash charges, and the assets being depreciated or amortized will often have to be replaced in the future and adjusted EBITDA does not reflect cash requirements for such replacements;
•adjusted EBITDA may not reflect changes in, or cash requirements for, our working capital needs or contractual commitments;
•excludes the impact of the write-down of deferred revenues due to purchase accounting in connection with our acquisitions, and therefore includes revenues that will never be recognized under GAAP;
•adjusted EBITDA does not reflect the potentially dilutive impact of share-based compensation;
•adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
•adjusted EBITDA does not reflect tax payments that could reduce cash available for use; and
•other companies, including companies in our industry, might calculate adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as comparative measures.
The following table presents a reconciliation of net loss to adjusted EBITDA for each of the periods presented (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 | | |
| Net loss | $ | (7,051) | | $ | (2,069) | | $ | (22,027) | | $ | (12,965) | | |
| Interest expense | 10,165 | | 9,780 | | 29,544 | | 28,127 | | |
| Provision for (benefit from) income taxes | 816 | | (800) | | 1,260 | | (3,818) | | |
Depreciation and amortization | 14,593 | | 14,433 | | 43,689 | | 43,388 | | |
| Share-based compensation expense | 14,254 | | 8,322 | | 34,690 | | 22,879 | | |
| Employer payroll taxes on employee stock transactions | 301 | | 150 | | 1,231 | | 598 | | |
| Expenses associated with public offering | 416 | | — | | 2,114 | | — | | |
Litigation related charges(1) | (172) | | — | | 1,692 | | — | | |
Expenses related to debt modification(2) | — | | — | | 473 | | — | | |
| Restructuring related costs | — | | — | | 4,179 | | 3,621 | | |
Expenses associated with material weakness remediation(3) | 507 | | — | | 507 | | — | | |
| | | | | | | | | |
Deferred revenue reduction from purchase accounting for acquisitions prior to 2022(4) | — | | 19 | | — | | 58 | | |
| Adjusted EBITDA | $ | 33,829 | | $ | 29,835 | | $ | 97,352 | | $ | 81,888 | | |
| ___________ | | | | | | | | | |
(1)Litigation-related charges pertains to litigation settlements and related legal fees. During the nine months ended September 30, 2024, we incurred $1.5 million in estimated settlements of class action lawsuits and $0.4 million in third-party legal fees directly related to the settlements. See “Note 5 – Commitments and Contingencies” to our condensed consolidated financial statements for further details. During the three and nine months ended September 30, 2024, we recognized $0.2 million gain on a favorable litigation settlement. The gain was recognized in other income on our condensed consolidated statements of operations.
(2)Expenses related to debt modification are legal and other third party costs incurred in relation to the amendment of our credit facility in May 2024.
(3)Expenses for services performed by a third party consultant related to efforts to remediate our previously identified material weakness.
(4)Deferred revenue reduction from purchase accounting for acquisitions prior to the adoption of ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which we early adopted on January 1, 2022, on a prospective basis. Deferred revenue from
acquisitions prior to the adoption of ASU 2021-08 was recognized on a straight-line basis through December 31, 2023.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no significant changes in our exposures to market risk since December 31, 2023. For a full discussion of our exposures to market risks, see “Quantitative and Qualitative Disclosures about Market Risk” within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report on Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q.
Based on that evaluation, and in light of the material weakness existing in our internal controls over financial reporting as of December 31, 2023, (as described in greater detail in our 2023 Annual Report on Form 10-K), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our review controls and procedures were not effective. Notwithstanding the material weakness, our management has concluded that the condensed consolidated financial statements fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company for the periods presented in conformity with U.S. generally accepted accounting principles.
Remediation Plan to Address Material Weakness
Our management is taking steps to enhance our internal control over financial reporting and remediate the material weakness identified during the year ended December 31, 2023, primarily related to insufficient controls over the set-up of customer contracts for billing and maintaining complete contract support that were not operating effectively.
During the nine months ended September 30, 2024, we have implemented process improvements throughout our revenue cycle work stream and have designed and implemented key controls to address our highest risk areas in order to work towards remediating the material weakness noted above. Throughout the third quarter of 2024, we have continuously assessed our remediation progress, and, while we have made significant progress, we continue to make adjustments to further strengthen their efficacy, and have not yet determined that the material weakness has been remediated. We will not be able to fully remediate the material weakness until our remediation efforts have been completed and the controls have been operating effectively for a sufficient period of time.
While we believe that the measures described above will contribute to the remediation of the material weakness we have identified, we cannot, however, provide any assurance that our remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts. We are committed to continuing to improve our internal control processes and will continue to review, optimize, and enhance our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies or we may modify certain of the remediation measures described above. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Control Over Financial Reporting
Except for the remediation efforts noted above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
PART II
Item 1. Legal Proceedings
We are not currently a party to any litigation or claims that, if determined adversely to us, would have a material adverse effect on our business, operating results, financial condition, or cash flows. We are, from time to time, party to litigation and subject to claims in the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
Item 1A. Risk Factors
Investing in our common stock involves substantial risks. You should carefully consider the risks and uncertainties described below and in our 2023 Annual Report on Form 10-K, together with all of the other information in this Quarterly Report on Form 10-Q, including the financial statements and the related notes, before deciding to invest in our common stock. Any of the risk factors we describe below could have a material adverse effect on our business, financial condition, results of operations, cash flow, and prospects. The market price of our common stock could decline if one or more of these risks or uncertainties develop into actual events, causing you to lose all or part of your investment. Other risks, events, and uncertainties that we do not currently anticipate or that we currently deem immaterial may also affect our business. Certain statements contained in the risk factors described below are forward-looking statements. See the section titled “Special Note about Forward-Looking Statements” for more information.
Summary of Risk Factors
The following risk factor summary provides an overview of the inherent uncertainty investing in us presents. This summary does not contain all of the information that may be important to you, and you should read this risk factor summary together with the more detailed discussion of risks and uncertainties set forth following this section as well as elsewhere in this Quarterly Report on Form 10-Q. The risks and uncertainties to which our business is subject include, but are not limited to, the following:
Risks Related to Our Strategy and Industry
•The lending market and the broader financial services industry in which our customers operate are subject to various economic factors (such as rising interest or inflation rates), the deterioration of which would directly affect our performance.
•Failure to retain or attract customers, innovate our platform and its capabilities, address technological requirements, or increase brand recognition may limit both growth and profitability.
•Opportunities to grow our business may be limited by inability to identify suitable partnerships, acquisitions, or new business opportunities, or to effectively integrate businesses we acquire.
•Changing dynamics, such as pricing pressure, new entrants, and customer preferences, within our highly-fragmented and competitive landscape may adversely affect our operations.
Risks Related to Our Business and Operations
•Any disruption in the performance or delivery of our software solutions, whether due to security compromises, third-party providers, or other unforeseeable circumstances, could affect brand perception, decrease demand, and subject us to substantial liability.
•Integration or implementation challenges could affect the functionality of our software solutions and delay revenue recognition.
•Challenges in measuring and tracking key operating metrics could affect our ability to consistently report results over time or develop long-term strategies.
•The seasonal and cyclical nature of our business, including our usage and volume-based pricing and sales process, could result in volatility in our operating results.
•Failure to retain or expand personnel, including management, sales, marketing, development, and support functions, to sustain our growth and infrastructure or failure to execute any restructuring plan, including realizing the anticipated benefits of such plan, may result in operational disruptions, reduced sales opportunities, and increased expenses.
•Our success is dependent on our ability to retain and attract product partners to drive further volume through our platform.
Risks Related to Legal and Regulatory Matters
•Failures in data protection, privacy, and information security and intellectual property rights could critically impair our offerings and ability to conduct business.
•Failure to comply with laws and regulations as a technology provider to our customers who operate in a highly regulated industry, as well as failure to create solutions that assist our customers to comply with their regulatory requirements, could disrupt our operations and result in significant expense to alter and update our solutions.
•Changes in laws and regulations could affect our ability to compete, require us to change our pricing model, or result in additional charges booked to our balance sheet.
Risks Related to Finance and Accounting
•Fluctuations in performance and our inability to accurately forecast results may affect our market perception.
•Accounting treatments, such as revenue recognition or goodwill impairment, may cause fluctuations in earnings that do not fully reflect the underlying performance of our business.
•Our ability to recognize the benefits of deferred tax assets is dependent on future cash flows and taxable income, and therefore our use of those deferred tax assets may be limited.
•High levels of indebtedness, as well as the terms of our existing debt, or our inability to effectively access capital markets may restrict our ability to compete, react to changes in our business, and fund future needs.
•We have identified a material weakness in our internal control over financial reporting. If we are unable to remediate this material weakness, or if we identify additional material weaknesses in the future or are unable to maintain effective internal controls over financial reporting and disclosure controls and procedures, we may be unable to timely and accurately report our financial results.
•Changes in applicable tax laws, rules, or regulations could adversely affect our financial position.
Risks Related to Potential Conflicts of Interests and Related Parties
•Thoma Bravo holds a significant stake in our company, and their interests may conflict with ours and those of our other stockholders.
Risks Related to Our Common Stock and Governance Structure
•Market conditions, issuances of additional or preferred stock, and payments of dividends may result in dilution or otherwise affect our stockholders’ return on investment.
•The consummation, suspension, or termination of our capital allocation strategies, including any stock repurchases, may affect our stock price, stock volatility, or liquidity.
•Delaware law and certain provisions in our charter and bylaws could restrict certain strategic activity or limit stockholder actions that may be beneficial or favorable to our stockholders.
Risks Related to Our Strategy and Industry
Lending volume is subject to various economic factors, including increased interest rates, and lending volumes may remain low in 2024, which could adversely affect our business.
Factors that adversely impact lending volumes include reduced consumer and investor demand for loans, more stringent underwriting guidelines, supply chain shortages for goods subject to financing, high levels of unemployment, high levels of consumer debt, lower consumer confidence, changes in tax and other regulatory policies, and other macroeconomic factors.
In addition, interest rates are influenced by a number of factors, particularly monetary policy, and many economists predict that interest rates on mortgage and non-mortgage loans will not fall meaningfully until the Federal Reserve meaningfully lowers the Federal Funds Rate. Until the first Federal Funds Rate cut on September 18, 2024, the Federal Reserve had been maintaining the Federal Funds Rate to combat higher than expected inflation in the United States. Elevated interest rates have reduced the volume of new mortgages and non-mortgage loans originated, and further increases in interest rates could reduce the volume of loans originated.
The lower levels of loan market volume in 2023 as compared to 2020, 2021, and 2022 levels required us to increase either our share of loan volume, our revenues per module through increased cross-sell of our solutions, or both, in order to maintain our financial performance. Any additional decrease in loan market volumes would exacerbate our need to increase either our share of loan volume, our revenues per module through increased cross-sell of our solutions, or both. We cannot assure you that we will be successful in our efforts to increase either our share of loan volume, our revenues per module through increased cross-sell of our solutions, or both, which could materially adversely affect our business.
If we fail to increase the number of our customers or retain existing customers, our business may be harmed.
Our growth depends in large part on increasing the number of customers using our software solutions. To attract customers to our solutions, we must convince them that the utility of, and access to, our software solutions can assist them in their digital transformations, help create new revenue streams, and increase engagement with their customers. In particular, we must enhance the features and functionality of our software solutions and convince financial institutions of the benefits of our software solutions and encourage them to switch from competing loan origination, digital lending, and data analytics solutions or to forgo using more traditional processes and procedures, including (with respect to the loan origination business) paper, facsimile, courier, mail, and email processing.
Due to the fragmented nature of the consumer lending (including mortgage) and CRA industries, many industry participants may not be familiar with our software solutions and the benefits of our solutions. Any consolidation in our industry could also decrease our market advantage and may impact our competitive position. Some of our current and potential customers have developed, and may continue to develop, their own proprietary technologies and may one day replace our solutions with their own technology or even become our competitors. As our customers increase their spend with us, there may be internal pressure to evaluate and potentially create their own internal solutions as a cost-savings measure. We cannot assure you that we will be successful in attracting new customers or retaining existing customers, and increased competition from both competitors and any internal development efforts by our current customers could harm our business.
Additionally, with increased competition or in challenging economic conditions, existing customers may decide not to continue to use our software solutions in favor of other alternatives for financial or other reasons or as a result of financial distress or ceasing operations. Customer attrition could impact the performance of our business in the future. We have agreements in place with various product partners with respect to the integration between their businesses and our solutions, such as e-signing vendors, insurance providers, dealership integrators, credit card processors, home banking systems, and settlement service tools. Most of these contracts are not long term or are subject to termination rights. An unexpected termination, or a failure to renew, of a significant number of our agreements or relationships with these platform partners could have an adverse effect on our business as our customers may find our solutions less valuable without these integrations. If we lose existing platform partners due to terminations or failures to renew our agreements, we would also lose revenues associated with such platform partners, which could have a material adverse impact on our results of operations and financial condition.
In addition, our recent development efforts have been focused on our cloud-based offerings, and, as a result, we have not invested in upgrading certain legacy products or developing added functionality for them, and may not invest in certain products in the future, including legacy products acquired through past strategic transactions, such as the acquisition of CRIF in 2018. As a result, customers using these legacy products may determine that these legacy offerings no longer satisfy their needs. If we are unsuccessful in transitioning these customers to our newer, cloud-based offerings, these customers may cease doing business with us. Therefore, we must continue to demonstrate to our customers that using our solutions is the most effective and cost-efficient way to maximize their results, and if we are not successful, our business and results of operations could be materially and adversely impacted.
We may not accurately predict the long-term rate of customer subscription renewals or adoption of our software solutions, or any resulting impact on our revenues or operating results.
Our customers have no obligation to renew their subscriptions for our software solutions after the expiration of the initial or current subscription term, and our customers, if they choose to renew at all, may renew for shorter subscription terms, or on less favorable usage-based or volume-based pricing terms. Since we have only been tracking our retention rates since November of 2020, we have limited historical data with respect to rates of customer subscription renewals and cannot be certain of anticipated renewal rates. Our renewal rates may decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our pricing or our software solutions or their ability to continue their operations or spending levels. Strategic acquisitions can further complicate our ability to predict customer subscription renewals. If our customers do not renew their subscriptions for our software solutions on similar pricing terms, our revenues may decline and our business could suffer.
Additionally, as the markets for our solutions develop, or as new or existing competitors introduce new solutions or services that compete with ours, we may experience pricing pressure and be unable to renew our agreements with existing customers, or we may be unable to attract new customers based on the same subscription models that we have used historically or at fee levels that are consistent with our pricing models and operating budget. Moreover, large or influential customers may demand more favorable pricing or other contract terms from us. In addition, our pricing strategy for new solutions may prove to be unappealing to our potential customers, and our competitors could choose to bundle certain solutions and services competitive with ours. If any of these were to occur, we may in the future be required to change our pricing model, reduce our prices, or accept other unfavorable contract terms, any of which could adversely affect our revenues, gross margin, profitability, financial position, cash flow, or growth prospects.
If we cannot continue to innovate our platform and its capabilities or address evolving technological requirements, our software solutions could become obsolete or less competitive and our revenue growth rate may be reduced.
The market for our software solutions is characterized by rapid technological advancements, changes in customer requirements and technologies, frequent new solution introductions and enhancements, and changing regulatory requirements. The life cycles of our software solutions are difficult to estimate. Rapid technological changes and the introduction of new products and enhancements by new or existing competitors or large financial institutions could undermine our current market position. Other means of digital or virtual consumer lending and banking may be developed or adopted in the future, and our software solutions may not be compatible with these new technologies. In addition, the technological needs of, and services provided by, the banks, credit unions, mortgage lenders, specialty lending providers, and CRAs that we endeavor to serve may change if they or their competitors offer new services to account holders. Maintaining adequate research and development resources to meet the demands of the market is essential. The process of developing new technologies and software solutions is complex and expensive. The introduction of new products by our competitors, the market acceptance of competitive products based on new or alternative technologies, or the emergence of new technologies or products in the broader financial services industry could render our solutions obsolete or less effective.
The success of any enhanced or new software solution depends on several factors, including timely completion, adequate testing, and market release and acceptance of the solution. Any new software solutions that we develop or acquire may not be introduced in a timely or cost-effective manner, may contain defects, or may not achieve the broad market acceptance necessary to generate significant revenues. In addition, we must continuously develop, market, and sell new features and functionalities to our existing software solutions that respond to the changing needs of our customers and offer better functionality than competing offerings from other providers. If we are unable to anticipate customer requirements or work with our customers successfully on implementing new software solutions or features in a timely manner or enhance our existing software solutions to meet our customers’ requirements, our business, growth prospects, and operating results may be adversely affected.
We have entered, and may in the future enter into, partnership agreements with third parties for reseller and referral services, which may adversely affect our ability to generate revenues.
We have entered into and may seek to enter into additional collaborations or partnerships with third parties for reseller services. While we are not substantially dependent upon referrals from any partner, our ability to achieve significant revenue growth in the future will depend upon continued referrals from our partners and growth of the network of our referral partners. Should we seek to collaborate with a third party with respect to a prospective reseller program, we may not be able to locate a suitable partner or to enter into an agreement on commercially reasonable terms or at all. Even if we succeed in securing partners for reseller services, such as the arrangement we have entered into with Jack Henry & Associates, Inc., we have limited control over the time and resources that our partners may dedicate to such services. These partnerships pose a number of risks, including the following:
•partners are under no contractual obligation to continue to refer business to us and further may terminate our reseller or referral arrangement, or may decide not to expand their relationship with us;
•partners may not have sufficient resources, or may decide not to devote the necessary resources to promoting or selling our solutions;
•partners do not have exclusive relationships with us and may decide to pursue a competitive product developed outside of the collaboration arrangement; and
•our competitors may be effective in providing incentives to our partners to favor their software products or prevent or reduce subscriptions to our software solutions.
As a result of the foregoing risks and others, partnership agreements may not lead to successful reseller programs. We also face competition in seeking out partners, and establishing and retaining qualified partners and training them with respect to our software solutions requires significant time and resources. If we are unable to secure new partnerships that achieve the partner’s objectives and meet our expectations, we may be unable to generate meaningful revenues, and we may lose sales opportunities if we are unable to devote significant time and resources to establish and train partners or if we are unable to maintain successful relationships with them.
We may acquire or invest in companies, or pursue business partnerships, which could prove difficult to integrate, divert our management’s attention, or dilute stockholder value, and we may be unable to realize the expected benefits of such acquisitions, investments, or partnerships.
We have completed, and may in the future, consider potential strategic transactions, including acquisitions of, or investments in, businesses, technologies, services, products, and other assets. We may also enter into relationships with other businesses to expand our platform capabilities, which could involve preferred or exclusive licenses, additional channels of distribution, discount pricing, or investments in other companies. Negotiating these transactions can be time-consuming, difficult, and expensive, and our ability to close these transactions may be subject to approvals that are beyond our control. If an acquired business fails to meet our expectations, our operating results, business, and financial position may suffer. We may not be able to find and identify desirable acquisition targets, we may incorrectly estimate the value of an acquisition target, and we may not be successful in entering into an agreement with any particular target. We may not integrate an acquired company smoothly, successfully, or within our budgetary expectations and anticipated timetable. If we are successful in acquiring additional businesses, we may not achieve the anticipated benefits from the acquired business due to a number of factors, including:
•our inability to integrate or benefit from developed technologies or services;
•unanticipated costs or liabilities associated with the acquisition;
•incurrence of acquisition-related costs;
•difficulty, including unanticipated delays, costs, or inefficiencies associated with, integrating the operational and compliance policies and practices, technology, accounting systems, operations, and control environments of the acquired business and integrating the acquired business or its employees into our culture;
•difficulties and additional expenses associated with supporting legacy products and infrastructure of the acquired business;
•difficulty retaining or converting the customers of the acquired business to our software solutions and contract terms, including disparities in subscription terms, or the acquisition of existing customer agreements with less than favorable terms;
•difficulty retaining or leveraging partnerships of the acquired business and contract terms;
•additional costs for the support or professional services model of the acquired company;
•diversion of management’s attention and other resources;
•adverse effects to our existing business relationships with business partners and customers;
•the issuance of additional equity securities that could dilute the ownership interests of our stockholders;
•incurrence of debt on terms unfavorable to us or that we are unable to repay;
•incurrence of substantial liabilities;
•difficulties retaining key employees of the acquired business; and
•adverse tax consequences, substantial depreciation, or deferred compensation charges.
Accordingly, we may fail to realize some or all of the anticipated benefits of the acquisition, such as increase in our scale, diversification, cash flows, and operational efficiency. In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations.
The markets in which we participate are intensely competitive and highly fragmented, and pricing pressure, new technologies, or other competitive dynamics could adversely affect our growth, business, results of operations, and future prospects.
The markets in which we compete, however, are highly competitive, fragmented, evolving, complex, and defined by rapidly changing technology and customer demands. We currently compete with providers of technology and products in the financial services industry, primarily point solution vendors that focus on building functionality that competes with specific components of our solutions. From time to time, we also compete with systems internally developed by financial institutions.
Many existing and potential competitors enjoy substantial competitive advantages, such as:
•larger sales, development, support, and marketing budgets and resources;
•the ability to bundle competitive offerings;
•greater brand recognition and longer operating histories;
•more extensive customer bases and broader customer relationships;
•lower labor and development costs;
•greater resources to make acquisitions;
•larger and more mature intellectual property portfolios; and
•substantially greater financial, technical, management, and other resources.
Further, one of our competitors may establish or strengthen a cooperative relationship with, or acquire one or more software application, data analytics, compliance, or network vendors. We may also face competition from new companies entering our markets, which may include large established businesses that decide to develop, market, or resell cloud-based banking technology, acquire one of our competitors, or form a strategic alliance with one of our competitors. New companies entering our markets may choose to offer cloud-based consumer lending and related products at little or no additional cost to the customer by bundling them with their existing products, including adjacent financial services technologies. In addition, our current and potential customers have developed, and may continue to develop, their own in-house solutions that could replace our solutions within their organizations.
We expect competition to intensify in the future, and these competitive pressures in our markets or our failure to compete effectively may result in fewer customers, increased pricing pressure, reduced revenues and gross profit, increased sales and marketing expenses, and loss of market share. Any failure to meet and address these factors could materially and adversely affect our business, operating results, and financial condition.
If the market for cloud-based solutions develops more slowly than we expect or changes in a way that we fail to anticipate, our sales would suffer and our results of operations would be adversely affected.
We do not know whether our prospective customers will continue to adopt cloud-based financial products such as our software solutions or whether the market will change in ways we do not anticipate. Many potential customers have invested substantial personnel and financial resources in legacy software, and these institutions may be reluctant, unwilling, or unable to convert from their existing systems to our solutions. Furthermore, these potential customers may be reluctant, unwilling, or unable to use cloud-based financial solutions due to various concerns such as the security of their data and reliability of the delivery model. These concerns or other considerations may cause prospects to choose not to adopt cloud-based financial products such as ours or to adopt them more slowly than we anticipate, either of which would adversely affect us. Our future success also depends on our ability to sell additional solutions and functionality to our current and prospective customers. As we create new solutions and enhance our existing solutions to meet anticipated market demand, these solutions and enhancements may not be attractive to customers. In addition, promoting and selling new and enhanced functionality may require increasingly costly sales and marketing efforts, and if customers choose not to adopt this functionality, our business and results of operations could suffer. If potential customers are unwilling or unable to transition from their legacy systems, or if the demand for our solutions does not meet our expectations, our results of operations and financial condition will be adversely affected.
We derive a significant majority of our revenues from customers in the financial services industry, and any downturn or consolidation or decrease in technology spend in the financial services industry could adversely affect our business.
A significant majority of our revenues are derived from customers in the financial services industry, an industry which has experienced significant pressure in recent years due to economic uncertainty, low interest rates, liquidity concerns, and increased regulation. In the past, financial institutions have experienced consolidation, distress, and failure. It is possible these conditions may reoccur.
Recently, concerns have arisen with respect to the financial condition of a number of banking organizations in the United States, in particular those with exposure to certain types of depositors and portfolios of investment securities in the face of rapid interest rate increases. In March 2023, after being closed by their respective state authorities, the Federal Deposit Insurance Corporation took control of Silicon Valley Bank and Signature Bank due to liquidity concerns, and a number of other financial institutions experienced turbulence and a precipitous decline in market value. It is possible these conditions may persist, deteriorate or reoccur, and may negatively impact our results of operations and financial condition.
If any of our customers merge with or are acquired by other entities, such as financial institutions that have internally developed technology products or that are not our customers or use our software solutions less, we may lose business. Additionally, changes in management of our customers could result in delays or cancellations of the implementation of our software solutions. Consolidation within the financial services industry could also lead to fewer, but larger customers, who may have increased bargaining power, which could lead to lower prices or more favorable terms for our customers. Our business may also be materially and adversely affected by weak economic conditions in the financial services industry generally. Any downturn in the financial services industry may cause our customers to reduce or delay their spending on technology or cloud-based financial products, renegotiate their contracts with us, or seek to terminate as a result of financial distress.
Additionally, a prolonged economic slowdown may result in reduced consumer demands for loans and reduced application volume for credit, employment, tenant, or other forms of screening, which would negatively impact our revenues from existing customers due to the volume-based aspect of our customer agreements. Due to recent levels of inflation, the U.S. Federal Reserve has begun to increase interest rates, which could also reduce consumer demand for loans and materially and adversely impact our business. Moreover, even if the overall economy is robust, economic fluctuations caused by factors such as the U.S. Federal Reserve changing interest rates or otherwise managing market liquidity may cause potential new customers and existing customers to become less profitable and therefore forego or delay purchasing our software solutions or reduce the amount of spend with us, which would also materially and adversely affect our business.
Risks Related to Our Business and Operations
Uncertain or weakened economic conditions, including as a result of increasing interest rates, and rising inflation, may continue to heighten many of our known risks and has affected, continues to affect, and may adversely affect our industry, business, and results of operations.
Our overall performance depends on economic conditions, which are beyond our control and may be difficult or impossible to forecast. The United States and other key international economies have experienced significant economic and market downturns and periods of uncertainty, including recently in connection with increasing interest rates, and rising inflation, and are likely to experience additional cyclical downturns from time to time, in which economic activity is impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, inflation, fluctuations in interest rates, reduced corporate profitability, volatility in credit and equity markets, bankruptcies, and overall uncertainty. Macroeconomic developments can arise suddenly, as did the conditions associated with the fluctuating rates of inflation, and the full impact can be difficult to predict. Adverse macroeconomic conditions, including inflation, slower growth or recession, changes to fiscal and monetary policy, tighter credit, higher or fluctuating interest rates, high unemployment, and currency fluctuations have in the past and may in the future adversely impact the rate of technology spending generally and could adversely affect our customers’ ability or willingness to purchase our software solutions, delay prospective customers’ purchasing decisions, reduce the value or duration of their subscriptions or affect renewal rates, or impact the demand for our customers’ services, any of which could adversely affect our results of operations. As a result, our operating results are sensitive to changes in macroeconomic conditions that impact our customers’ technology spending and overall usage, volume, and type of transactions handled or processed using our software solutions.
We moved to a fully remote work-from-home work model in 2020 and plan to continue operating as remote-first. However, we cannot be certain that a prolonged remote work model will continue to be effective or will not introduce new operational difficulties that could result in harm to our business. Our shift to remote work has caused us to assess our IT security measures, identify any vulnerabilities, and enhance protections against unauthorized access to our network and systems. We cannot guarantee these private work environments and electronic connections to our work environment have the same robust security measures deployed in our physical offices. While we have not yet experienced a network breach or intrusion as a result of moving to a remote work model, we are unable to unequivocally affirm that the protective measures we have taken will remain sufficient given the ever-changing threat landscape, and any such related security compromise that may occur could materially and adversely impact our business, results of operations, or reputation.
We continue to evaluate, and adjust, our hiring plans and investment spending accordingly. We are monitoring the potential effects of changed rate of spending on software solutions, purchasing decisions, delayed payments, and supply chain shortages on our business. To the extent economic volatility adversely affects our business, results of operations, financial condition, or liquidity, many of the other risks described in this “Risk Factors” section may also be heightened.
A cybersecurity incident or compromise of our security measures or those of third parties we rely on could result in unauthorized access to or other compromise of customers’ data or customers’ clients’ data, which may materially and adversely impact our reputation, business, and results of operations.
Certain elements of our business and software solutions, particularly our origination and analytics solutions, involve the processing and storage of personally identifiable information, or PII, such as banking information and PII of our customers’ clients. We may also have access to PII during various stages of the implementation process of our solutions or during the course of providing customer support. Furthermore, as we develop additional functionality, we may gain greater access to PII and process additional PII. While we maintain policies, procedures, and technological safeguards designed to protect the confidentiality, integrity, and availability of this information and our information technology systems, we cannot entirely eliminate the risk of improper, unlawful, or unauthorized access to, or disclosure, alteration, corruption, unavailability, or loss of PII or other data that we process or maintain, other security events that impact the integrity or availability of PII or other data or our systems and operations, or the related costs we may incur to mitigate the consequences from certain events such as the following:
•third-party social engineering attempts to fraudulently induce our employees, partners, or customers to disclose sensitive information;
•malicious intrusions and attacks by individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations or nation-states, to launch coordinated attacks, such as ransomware and distributed denial-of-service attacks;
•cyberattacks such as ransomware on our internally built infrastructure on which many of our solutions operate, or on third-party cloud-computing platform providers;
•vulnerabilities resulting from the configuration, implementation, enhancement, or update of our software solutions, as well as in the products or components across the broad ecosystem that our solutions operate in conjunction with and are dependent on;
•vulnerabilities or breach of those third-party providers’ (cloud, software, data center, and other critical technology vendors) software, systems, or security measures or a failure in our third-party providers’ data security procedures, measures, and policies;
•vulnerabilities existing within new technologies and infrastructures, including those from acquired companies;
•attacks on, or vulnerabilities in, the many different underlying networks and services that power the Internet that our products depend on, most of which are not under our control or the control of our vendors, partners or customers; and
•employee or contractor human errors or intentional insider threats that compromise our security systems.
As we integrate artificial intelligence, or AI, technologies to enhance efficiency and innovation, we must acknowledge associated cybersecurity risks. AI systems, while beneficial, can be exploited by cybercriminals for sophisticated attacks that evade traditional security measures. Unauthorized access to AI tools may lead to data manipulation, deepfake generation, and highly personalized spear-phishing campaigns. The rapid advancement of AI increases complexity in cyber threats. We are committed to robust security protocols, but investors should be aware of inherent risks.
Currently, we mitigate these risks, to the extent possible, by maintaining and enhancing an information security program, and an incident response and disaster recovery program, as well as participating in third-party audits. Our board of directors formed a cybersecurity committee to delegate oversight of risks in this area, and our board of directors, cybersecurity committee, and executive leadership are briefed on our cybersecurity policies, practices, and efforts, and any cybersecurity events, on a routine basis and as appropriate. When engaging third-party providers who have access to our systems, applications or data, we assess their policies and procedures relating to cybersecurity and privacy. Although we have developed systems and processes designed to protect our customers’ clients’ sensitive data, we can provide no assurances that such measures will provide absolute security or that a material cybersecurity incident will not occur. Mitigation efforts may be impacted by factors such as:
•changes to, and complexity of, techniques used to obtain unauthorized access to, or sabotage IT systems and infrastructure, which generally are not identified until after an initial launch against a target, resulting in a reduced ability to anticipate or implement adequate preventive measures;
•continued refinement, updating, and replacement of our internal systems and technology, particularly when adopting new technologies and new methods of sharing data and communicating internally and with customers and partners;
•the acquisition of new companies and their solutions, requiring us to integrate, improve, and secure different or more complex IT environments and technologies;
•authorization by our customers to third-party technology providers to access their clients’ data, which may lead to our customers’ inability to protect their data that is stored on our servers;
•our limited control over our customers or third-party technology providers, or the processing of data by third-party technology providers, which may not allow us to maintain the integrity or security of such transmissions or processing; and
•increased risk of security compromises associated with our employees working remotely.
A cybersecurity incident or compromise could result in operational disruptions, loss, compromise, unauthorized use of, or access to, alteration, or corruption of customer data or customers’ client data or data we rely on to provide our software solutions, including our analytics initiatives and offerings, that impair our ability to provide our software solutions and meet our customers’ requirements. Such impairment would result in decreased revenues and could otherwise materially negatively impact our financial results. Also, the occurrence, or perception of an occurrence, of any of these events could results in a loss of confidence in the security of our services, irreparable reputational damage, a decline in current and prospective customer use of our software solutions, business disruptions, increases in cybersecurity insurance premiums, and allocation of significant financial and operational resources in response, including repairing system damage, increasing security protection costs by deploying additional personnel and protection technologies, and defending against and resolving legal and regulatory claims and proceedings. The detection, prevention, and remediation of known or potential security vulnerabilities, including those arising from third-party hardware or software, may result in additional financial burdens due to additional direct and indirect costs, such as additional infrastructure capacity spending to mitigate any system degradation and the reallocation of resources from development activities. Furthermore, cybersecurity incidents and compromises could expose us to legal, regulatory, and financial exposure and liability, notification requirements, third-party claims and lawsuits, indemnification, or other claims from customers and other third parties, regulatory investigations or proceedings, fines, or other actions or liabilities, which could materially and adversely affect our business and results of operations. In addition, some of our customers contractually require notification of cybersecurity incidents or compromises and include representations and warranties in their contracts with us that our software solutions comply with certain legal and technical standards related to cybersecurity and privacy and meets certain service levels. In certain of our contracts, a cybersecurity incident or compromise or operational disruption impacting us or one of our vendors, or system unavailability or damage due to other circumstances, may constitute a material breach of contract and give rise to a customer’s right to terminate their contract with us or may cause us to be liable for certain monetary penalties, including as a result of a failure to meet service level agreements.
As of the date of this Quarterly Report on Form 10-Q, we have not experienced any material impact to the business or operations resulting from cybersecurity attacks; however, we and our third-party vendors have experienced non-material incidents in the past, and because of the frequently changing nature of attack techniques, along with the increased volume and sophistication of the attacks, there is the continued potential for us to be adversely impacted. This impact could result in reputational, competitive, operational or other business harm, as well as financial costs, including fines from regulators and other regulatory action. We maintain cybersecurity insurance in the event of an information security or cyber incident, however, the coverage may not be sufficient to cover all financial losses. In these circumstances, it may be difficult or impossible to cure such a cybersecurity incident or compromise in order to prevent customers from potentially terminating their contracts with us. Furthermore, although our customer contracts typically include limitations on our potential liability, there can be no assurance that such limitations of liability would be adequate. We also cannot be sure that our existing general liability insurance coverage and coverage for errors or omissions will be available on acceptable terms or in sufficient amounts to cover one or more claims or that our insurers will not deny or attempt to deny coverage as to any future claim. The successful assertion of one or more claims against us, the inadequacy or denial of coverage under our insurance policies, litigation to pursue claims under our policies, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or coinsurance requirements, could materially and adversely affect our business and results of operations.
Defects, errors, or other performance problems in our software solutions could harm our reputation, result in significant costs to us, impair our ability to sell our software solutions, and subject us to substantial liability.
Our software solutions are complex and, in the past, have contained defects, viruses, or errors when implemented or when new functionality is released. Such defects or disruptions could be the result of undetected vulnerabilities in third-party supplied software and technologies, bug fixes or upgrades, whether in connection with day-to-day operations or otherwise, or employee, contractor, or other third-party acts or inaction. Despite extensive testing, from time to time we have discovered, and may in the future discover, defects or errors in our software solutions. We may experience temporary system interruptions, either to our solutions as a whole, individual software solutions or groups thereof, or to some or all of our software hosting locations, for a variety of reasons, including network failures, power failures, software errors, or an overwhelming number of users trying to access our software solutions during periods of strong demand. Defects, errors, outages, or other performance problems or disruptions in our software solutions or service could be costly for us, damage our customers’ businesses, result in loss of credibility with current or potential customers or partners, and harm our reputation, any of which could result in a material adverse effect on our business, operating results, and financial condition. In addition, our customers could seek to terminate their contracts, elect not to renew their subscriptions, delay or withhold payment, or make claims against us.
Because we are dependent on third parties for the implementation and maintenance of certain aspects of our systems and because some of the causes of system interruptions may be outside of our control, we may not be able to remedy such interruptions in a timely manner, if at all. As we rely heavily on our servers, computer, and communications systems and the Internet to conduct our business, any of these actions could result in liability, lost business, increased insurance costs, difficulty in collecting accounts receivable, costly litigation, or adverse publicity. Errors, defects, or other problems could also result in reduced sales or a loss of, or delay in, the market acceptance of our software solutions.
If we are unable to effectively integrate our software solutions with other systems, products, or other technologies used by our customers and prospective customers, or if there are performance issues with such third-party systems, products, or other technologies, our software solutions will not operate effectively and our operations will be adversely affected.
The functionality of our software solutions depends on our ability to integrate with other third-party systems, products, and other technologies used by our customers. Certain providers of these third-party systems, products, or other technologies also offer products that are competitive with our software solutions. These products may have an advantage over ours if customers using their software are better able to integrate with their own software. In addition, these third-party providers may be able to bundle their competitive products with other applications used by our customers and prospective customers at favorable pricing.
In addition, some of our competitors may be able to disrupt the operations or compatibility of our solutions with their products or services or exert strong business influence on our ability to, and terms on which we, provide our solutions. For example, core banking system companies provide critical back-end services to financial institutions. If these core banking system companies seek to compete with us in the markets we target or make it more difficult for us to integrate our solutions with their offerings, our business and results of operations could be materially and adversely affected. We do not have formal arrangements with all third-party providers regarding our access to their APIs to enable these customer integrations.
Our business may be harmed if any of our third-party providers:
•change the features or functionality of their applications and platforms in a manner adverse to us;
•discontinue or limit our software solutions’ access to their systems or other technologies;
•terminate or do not allow us to renew or replace our existing contractual relationships on the same or better terms;
•modify their terms of service or other legal terms or policies, including fees charged to, or other restrictions on, us or our customers;
•establish exclusive or more favorable relationships with one or more of our competitors, or acquire one or more of our competitors and offer competing services; or
•otherwise have or develop their own competitive offerings.
Third-party services and products are constantly evolving. We may not be able to modify our solutions to assure compatibility with that of other third parties as they continue to develop or emerge in the future or make such modifications in a timely and cost-effective manner. Such changes could limit or prevent us from integrating our software solutions with these third-party systems, which could impair the functionality of, prohibit the use of, or limit our ability to sell our software solutions to customers. If we are not permitted or able to integrate with such third-party technologies as a result of changes to, or third parties restricting our access to, the technologies during the terms of existing customer agreements, we may not be able to meet our contractual obligations to customers who use such third-party software. Should any of our competitors modify their products or standards in a manner that degrades the functionality of our solutions or gives preferential treatment to our competitors or competitive products, whether to enhance their competitive position or for any other reason, the interoperability of our products with these products could decrease, and our business, results of operations, and financial condition would be harmed. In addition, if any third-party technology providers experience an outage, our software solutions integrated with such technology will not function properly or at all, and our customers may be dissatisfied with our software solutions. If the technology of such third-party providers has performance or other problems, such issues may reflect poorly on us, and the adoption and renewal of our software solutions and our business may be harmed. Although our customers may be able to switch to alternative technologies if a provider’s services were unreliable or if a provider were to limit such customer’s access and utilization of its data or the provider’s functionality, our business could nevertheless be harmed due to the risk that our customers could reduce their use of our software solutions.
As the number of customers that we serve increases, we may encounter implementation challenges, and we may have to delay revenue recognition for some complex engagements, which would harm our business and operating results.
We may face unexpected implementation challenges related to the complexity of our customers’ implementation and integration requirements. Our implementation expenses increase when customers have unexpected data, integrations, hardware, or software technology challenges or complex or unanticipated business requirements. In addition, certain of our customers require complex acceptance testing related to the implementation of our software solutions. Further, because we do not fully control our customers’ implementation schedules, implementation issues may occur if our customers do not allocate the internal resources necessary to meet implementation timelines or if there are unanticipated implementation delays. Any difficulties or delays in implementation processes could cause customers to delay or forego future purchases of our software solutions or require us to delay revenue recognition under the related customer agreement longer than expected, either of which would adversely affect our business, operating results, and financial condition.
If we fail to offer high-quality customer support or fail to meet our service level commitments, we could be obligated to provide credits or refunds or face contract terminations, which could adversely affect our business, operating results, reputation and financial condition.
Our customers rely on our customer support services to resolve issues and realize the full benefits provided by our solutions. High-quality support is also important to maintain and drive further adoption by our existing customers. If we do not help our customers quickly resolve issues and provide effective ongoing support or if our support personnel or methods of providing support are insufficient to meet the needs of our customers, our ability to retain customers, increase adoption by our existing customers, and acquire new customers could suffer, and our reputation with existing or potential customers could be harmed. If we are not able to meet the customer support needs of our customers during the hours that we currently provide support, we may need to increase our support coverage and provide additional support, which may reduce our profitability.
Additionally, certain of our agreements with our customers contain service level commitments. If we are unable to meet the stated service level commitments or suffer extended periods of unavailability for our solutions, we may be contractually obligated to provide these parties with service credits or refunds. In addition, we could face contract terminations, in which case we would be subject to a loss of future revenues. Our revenues could be significantly affected if we suffer unexcused downtime under our agreements with our customers and partners. Further, any extended service outages could adversely affect our reputation, revenues, and operating results.
Certain of our key operating metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
We track certain key operating metrics using internal tools, which have certain limitations. In addition, we rely on data received from third parties, including industry forecast reports, to track certain performance indicators. We have only a limited ability to verify data from both of these sources. Our methodologies for tracking metrics have changed, and may in the future continue to change, which could result in changes to the metrics we report. If we under count or over count performance due to the internal tools we use or issues with the data received from third parties, or if our internal tools contain errors, the data we report may not be accurate or comparable with prior periods. In addition, limitations, changes or errors with respect to how we measure data may affect our understanding of certain details of our business, which could affect our longer-term strategies.
If our performance metrics are not, or are not perceived to be, accurate representations of our financial or operational performance, if we discover material inaccuracies in our metrics, or if we can no longer calculate any of our key performance metrics with a sufficient degree of accuracy and cannot find an adequate replacement for the metric, our business, operating results, and financial condition could be adversely affected.
Our usage and volume-based pricing can cause revenue fluctuation and may adversely affect our business and operating results.
Our customer relationships are generally conducted in accordance with the terms of multi-year contracts that, among other things, may provide for minimum purchases and specified levels of pricing based on the volume of loans, applications, or searches conducted or processed during the applicable billing period. These contractual features are key determinants of profitability. Certain of our contracts provide for contractually scheduled price changes. From time to time, we also negotiate pricing or other changes with our existing customers that include, but are not limited to, extending or renewing a contract or adjusting minimum volumes. Our usage and volume-based pricing, which is seasonal and cyclical, can cause our revenues to fluctuate which could affect our business. Additionally, our usage and volume-based pricing can be negatively impacted by macroeconomic trends, which may disproportionately impact our revenues and operating results.
We depend on satisfied customers to succeed and, in certain instances, have aligned our financial goals with those of our customers. Our historical contracts are subject to de minimis minimum commitments with certain of our customers, who may be less willing or able to accommodate modifications to our contracts given their own business constraints. Such minimum commitment obligations may not be cost-effective or provide positive returns.
Our sales cycle can be unpredictable, time-consuming, and costly, which could harm our business and operating results.
Our sales process involves educating prospective customers and existing customers about the use, technical capabilities, and expected outcomes of our software solutions. Prospective customers often undertake a prolonged evaluation process, which typically involves not only our software solutions but also those of our competitors, and typically lasts from six to nine months or longer. We may spend substantial time, effort, and money on our sales and marketing efforts without any assurance that our efforts will produce any sales. It is also difficult to predict the level and timing of sales opportunities that come from our referral partners. Events affecting our customers’ businesses may occur during the sales cycle that could affect the size or timing of a purchase, contributing to more unpredictability in our business and operating results. As a result of these factors, we may face greater costs, longer sales cycles, and less predictability in the future.
If we fail to effectively expand our sales and marketing capabilities and teams, including through partner relationships, or if we fail to develop, maintain, and enhance our brands, we may not be able to increase our customer base and achieve broader market acceptance of our software solutions.
While we expect to continue to grow headcount in our sales and marketing teams over the long-term, we completed workforce reductions in connection with our 2023 Restructuring Plan and our 2024 Realignment Plan (each as defined above). We may be unable to effectively manage the organizational changes we have made in connection with the 2023 Restructuring Plan and 2024 Realignment Plan, which could result in declines in quality or customer satisfaction, increases in costs, difficulties in obtaining new customers, difficulty in introducing new solutions to our existing customers, difficulty in deploying solutions to new and current customers, reputational harm, loss of customers, or operational difficulties in executing sales and other strategies, any of which could adversely affect our business performance and operating results.
Achieving broader market acceptance of our software solutions will depend on our ability to expand the abilities of our sales and marketing organizations to obtain new customers and sell additional solutions and services to existing customers, including through the use of our formal and informal relationships with our referral and reseller partners. We believe there is significant competition for direct sales and marketing professionals with the skills and knowledge that we require, and we may be unable to hire or retain sufficient numbers of qualified individuals in the future. Moreover, new hires require significant training and time before they become fully productive and may not become as productive as quickly as we anticipate. As a result, the cost of hiring and carrying new representatives cannot be offset by the revenues they produce for a significant period of time.
Furthermore, we believe that maintaining and enhancing the brands associated with our solutions is important to support the marketing and sale of our existing and future solutions to new customers and to increase adoption of our solutions by existing customers. If we fail to sufficiently invest in our marketing programs or they are unsuccessful in creating market awareness of our company and software solutions, our business may be harmed, and our sales opportunities may be limited. Our promotion activities may not generate brand awareness or yield increased revenues, and even if they do, any increased revenues may not offset the expenses we incur in building our brand, which may negatively impact our results of operations.
Our product partners may change their dependence on our system for providing service to their customers, which could harm our business and operating results.
Our continued success will depend in part on our ability to retain a number of key product partners. In addition, we believe that our future success will depend in large part on our ability to attract product partners who utilize our system to service their customers, driving further volumes through our platform. Value associated with our platform is derived from the ability of our customers to access these product partners through our solutions. There can be no assurance that we will be successful in attracting and retaining such partners. The loss of certain key product partners or our inability to attract or retain other product partners could have a material adverse effect on our business, operating results, and financial condition.
We may not achieve some or all of the expected benefits of our restructuring or organizational realignment plans, and such restructuring or realignment may adversely affect our business.
We have undertaken, and may undertake in the future, restructuring, organizational realignment, or other strategic changes in order to manage operating costs, enable efficient delivery on business objectives, allow for growth in areas of strategic importance, adapt our business to serve customers more effectively, align teams with the Company’s highest business priorities, and achieve operating efficiencies, including the restructuring plan approved by our board of directors in February 2023, or the 2023 Restructuring Plan, which was completed during the three months ended June 30, 2023, and the 2024 Realignment Plan approved in January 2024 and completed in the three months ended June 30, 2024. The 2023 Restructuring Plan resulted in restructuring charges of $3.6 million for severance and related costs, and we incurred $4.2 million in connection with the 2024 Realignment Plan. Implementation of any restructuring or organizational realignment plan may be costly and disruptive to our business, and we may not be able to obtain the anticipated cost savings, operational improvements, strategic growth, and estimated workforce reductions within the projected timing or at all. Further, we may experience a loss of continuity, loss of accumulated knowledge and/or inefficiency, adverse effects on employee morale, and/or key or other retention issues during transitional periods. Restructuring and realignment can require a significant amount of time and focus, which may divert attention from operating and growing our business. For more information about our 2023 Restructuring Plan and 2024 Realignment Plan, see Note 12 to our condensed consolidated financial statements elsewhere in this Quarterly Report on Form 10-Q.
We depend on key and highly skilled personnel to operate our business, and if we are unable to retain our current personnel or hire additional personnel, our ability to develop and successfully market our business could be harmed.
We believe our future success will depend in large part upon our ability to attract and retain highly skilled managerial, technical, finance, creative, and sales and marketing personnel. Moreover, we believe that our future success is highly dependent on the contributions of our executive officers. All of our officers and other employees are at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. In addition, the loss of any key employees or the inability to attract or retain qualified personnel could delay the development and introduction of, and harm our ability to sell, our software solutions and harm the market’s perception of us. The workforce reductions we implemented as part of our 2023 Restructuring Plan and 2024 Realignment Plan may also adversely impact our ability to attract, integrate, retain, and motivate highly qualified employees, and may harm our reputation with current or prospective employees. We may be unable to attract and retain suitably qualified individuals who are capable of meeting our growing sales, operational, and managerial requirements, or may be required to pay increased compensation in order to do so. Furthermore, although we believe a remote-first work model will help us attract and retain talent across a broad geographic base, a remote work environment could, among other things, negatively impact company culture, employee morale, and productivity, inhibit our ability to hire and train new employees, and impede our ability to support customers at the levels they expect. If we are unable to attract and retain the qualified personnel we need to succeed, our business will suffer.
Volatility or lack of performance in our stock price may also affect our ability to attract and retain our key employees. Certain of our employees have become, or will soon become, vested in a substantial amount of stock options or restricted stock units. Employees may be more likely to leave us if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise prices of the vested options, or if the exercise prices of the options that they hold are significantly above the market price of our common stock. In addition, job candidates and existing employees often consider the actual and potential value of the equity awards they receive as part of their overall compensation. If the perceived value or future value of our stock declines, our ability to attract and retain highly skilled employees may be adversely affected. If we are unable to retain or find a suitable replacement for our named executive officers or other key employees, our business will be harmed.
Growth may place significant demands on our management and our infrastructure.
Our growth has placed, and may continue to place, significant demands on our management and our operational and financial infrastructure. As our operations grow in size, scope, and complexity, we will need to improve and upgrade our systems and infrastructure to offer an increasing number of customers enhanced software solutions, features, and functionality. The expansion of our systems and infrastructure will require us to commit substantial financial, operational, and technical resources in advance of an increase in the volume of business, with no assurance that the volume of business will increase. To support our growth, we must also continue to improve our management resources and our operational and financial controls and systems, and these improvements may increase our expenses more than anticipated and result in a more complex business. Continued growth could also strain our ability to maintain reliable service levels for our customers and recruit, train, and retain highly skilled personnel.
Managing our growth will require significant expenditures and allocation of valuable management resources. If we fail to achieve the necessary level of efficiency in our organization as it grows, our business would be harmed.
We depend on data centers operated by third parties and third-party cloud hosting providers, and any disruption in the operation of these facilities or access to the Internet could adversely affect our business.
While the majority of our customers have been migrated to cloud-based solutions like Microsoft Azure and Amazon Web Services, we continue to serve a small subset of our customers from two third-party data center hosting facilities located in Lone Mountain, Nevada and Atlanta, Georgia. We do not control the operation of these data centers, and the third-party owners and operators of these current and future facilities do not guarantee that our customers’ access to our software solutions will be uninterrupted, error-free, or secure. Problems associated with these data centers could adversely affect the experience of our customers. Any disruptions or other operational performance problems with these data centers including without limitation, interruptions in service from software or hardware failures, virus or cybersecurity attacks, terrorism, or natural disasters, could result in material interruptions in our services, adversely affect our reputation and results of operations, and subject us to liability.
We also depend on third-party cloud-hosting providers and continuous and uninterrupted access to the Internet through third-party bandwidth providers to operate our business. As we continue to expand the number of our customers and available solutions, we may not be able to scale our technology to accommodate the increased capacity requirements, which may result in interruptions or delays in service. In addition, the failure of data centers, Internet service providers, or other third-party service providers to meet our capacity requirements could result in interruptions or delays in access to our solutions or impede our ability to grow our business and scale our operations. If our third-party infrastructure service agreements are terminated, if there is a service lapse, interruption of Internet service provider connectivity, or damage to data centers, or if we experience a service loss or disruption of one or more of our cloud-hosting or bandwidth providers for any reason, such as viruses, denial of service, ransomware, cybersecurity attacks or other attacks on their systems, human error, intentional bad acts, power loss, hardware failures, telecommunications failures, fires, wars, terrorist attacks, floods, earthquakes, hurricanes, tornadoes, or other catastrophic events, we could experience disruption in our ability to offer our software solutions and adverse perception of our software solutions’ reliability. We could also be required to retain the services of replacement providers, which could cause interruptions in access to our solutions as well as delays and additional expense in arranging new facilities and services and could also increase our operating costs and harm our business and reputation. Additionally, any need to change cloud-hosting service providers would require a significant amount of time and effort by our information technology department.
We have a significant portion of our product development operations contracted to unrelated third parties in India, which poses risks.
We have used, and intend to continue to use, unrelated third parties to provide us with technology development services, through individuals based in India. We have increased the amount of our product development work performed by contractors in India to expand our access to additional resources so we can meet the needs of our increased development efforts. However, we may not achieve the cost savings and other benefits we anticipate from these programs, and we may not be able to find sufficient numbers of developers with the necessary skill sets in India to meet our needs. While our experience to date with our India-based contractors has been positive, there is no assurance that this will continue. Specifically, there are a number of risks associated with this activity, including, but not limited to, the following:
•communications and information flow may be less efficient and accurate as a consequence of the time and distance differences between our primary development organization and the foreign-based activities, resulting in delays in development or errors in the software developed;
•in addition to the risk of misappropriation of intellectual property from departing personnel, there is a general risk of the potential for misappropriation of our intellectual property that might not be readily discoverable;
•the ability to obtain fulsome rights to intellectual property arising from the work performed by India-based individuals may be more difficult than it is with respect to intellectual property arising from work performed for us by our U.S.-based employees;
•the quality of the development efforts undertaken offshore may not meet our requirements, including due to experiential differences, resulting in potential product errors and/or delays;
•currency exchange rates could fluctuate and adversely impact the cost advantages intended from maintaining these relationships; and
•as would be the case with any of our third-party developers, if those based in India were to leave their employment or if the third-party development services agreement with us were terminated, we would lose some short-term development capacity, and while we believe we would still be able to continue maintaining and improving all of our service offerings, we would need to expend resources and management time to on-board additional development resources.
In addition, as a result of the foregoing arrangements, we have a heightened risk exposure to changes in the economic, security, and political conditions of India. Economic and political instability, military actions, and other unforeseen occurrences in India could impair our ability to develop and introduce new software applications and functionality in a timely manner, which could put our products at a competitive disadvantage whereby we lose existing customers and/or fail to attract new customers.
Risks Related to Legal and Regulatory Matters
Privacy, information security, and data protection concerns, data collection and transfer restrictions, and related domestic regulations may limit the use and adoption of our software solutions and adversely affect our business and results of operations.
The regulatory framework governing privacy, information security, data protection, and the collection, processing, storage, and use of certain information, particularly financial and other personally identifiable information, is rapidly evolving. We expect that there will continue to be new proposed and adopted laws, regulations, and industry standards concerning privacy, data protection, and information security in the United States. For example, California enacted the California Consumer Privacy Act, or CCPA, which went into effect in January 2020 and, among other things, requires companies covered by the legislation to provide new disclosures to California consumers and afford such consumers new rights of access and deletion for personal information, as well as the right to opt-out of collection of their data and certain sales of personal information. Additionally, the California Privacy Rights Act, or CPRA, amends and expands the CCPA and went into effect January 1, 2023. The CCPA has required us to modify and augment our practices and policies and incur substantial costs and expenses in an effort to comply or respond to further changes to laws or regulations.
Similar laws have been passed in numerous other states, and a number of other states have proposed new privacy laws, some of which are similar to the above discussed recently passed laws. Such proposed legislation, if enacted, may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful data, and could result in increased compliance costs and/or changes in business practices and policies. The existence of comprehensive privacy laws in different states in the country would make our compliance obligations more complex and costly and may increase the likelihood that we may be subject to enforcement actions or otherwise incur liability for noncompliance. In addition, laws in all 50 U.S. states require businesses to provide notice to individuals if certain of their personal information has been disclosed as a result of a qualifying data breach. Further, other states have proposed and/or passed legislation that regulates the privacy and/or security of certain specific types of information. For example, a small number of states have passed laws that regulate biometric data specifically. These various privacy and security laws may impact our business activities, including our identification of research subjects, relationships with business partners and ultimately the marketing and distribution of our products. State laws are changing rapidly and there is discussion in the U.S. Congress of a new comprehensive stringent federal data privacy law to which we may likely become subject, if enacted.
We cannot yet fully determine the impact that these or future laws, rules, and regulations may have on our business or operations. Any such laws, rules, and regulations may be inconsistent among different jurisdictions, subject to new or differing interpretations, or conflict with our current or future practices. Additionally, we may be bound by contractual requirements applicable to our collection, use, processing, and disclosure of various types of information, including financial and PII, and may be bound by, or voluntarily comply with, self-regulatory or other industry standards relating to these matters that may further change as laws, rules, and regulations evolve. Any failure or perceived failure by us, our third-party service providers, or any other third parties with which we do business, to comply with these laws, rules, and regulations, or with other obligations to which we or such third parties are or may become subject, may materially and adversely affect our business and results of operations, and result in reputational harm, governmental investigations and enforcement actions, litigation, claims, fines and penalties, or adverse publicity.
Additionally, if in the future we seek to sell our solutions outside of the United States, we would face similar or potentially more stringent laws and regulations relating to personal privacy, information security, and data protection and we cannot be certain we would be able to adequately address these laws and regulations as part of any international expansion without incurring substantial costs and expenses to comply.
Our customers are highly regulated and subject to a number of challenges and risks. Our failure to comply with laws and regulations applicable to us as a technology provider to financial institutions could adversely affect our business and results of operations, increase costs, and impose constraints on the way we conduct our business.
Our current and prospective customers are highly regulated and are generally required to comply with stringent regulations in connection with performing business functions that our software solutions address. As a provider of technology to financial institutions, and as a result of obligations under some of our customer contracts, we are required to comply with certain provisions of the Gramm-Leach-Bliley Act, or GLBA, related to the privacy and security of certain consumer information, in addition to other contractual obligations that relate to our customers’ obligations under the GLBA and other laws and regulations to which they are subject, including, but not limited to, state privacy laws and regulations. We also may be subject to other laws and regulations, including those relating to privacy and data security, due to the software solutions we provide to financial institutions.
Matters subject to review and examination by federal and state regulatory agencies and external auditors include our internal information technology controls in connection with our performance of data processing services, the agreements giving rise to those processing activities, and the design of our software solutions. Any inability to satisfy these examinations and maintain compliance with applicable regulations could adversely affect our ability to conduct our business, including attracting and maintaining customers. If we must make changes to our internal processes and software solutions as a result of these regulations, we could be required to invest substantial additional time and funds, diverting time and resources from other initiatives to remedy any identified deficiency.
Our indirect, wholly-owned subsidiary, Professional Credit Reporting, Inc., functions as a consumer reporting agency and, as a result, is subject to rules and regulations applicable to consumer reporting agencies, such as the Fair Credit Reporting Act, or FCRA. In addition, with our acquisition of the assets of TazWorks and MeridianLink Wholesale Data, LLC, doing business as Trade House Data, we may have additional exposure to FCRA as a wholesale data furnisher of certain background screening pointer data. Other than these exposures to FCRA, we have adopted the position that we are not otherwise subject directly to the FCRA in our position as a technology provider to financial institutions and CRAs. The scope of the FCRA is currently under regulatory review and may be challenged by regulatory authorities or others, however, which could result in regulatory investigations and other proceedings, claims, and other liability, and which could require us to redesign our solutions and otherwise substantially modify our operations, processes, and solutions. This could require dedication of substantial funds and other resources, and time of management and technical personnel, which could be highly disruptive to our operations. This could adversely affect our business and results of operations. The CRA industry is facing aggressive litigation efforts from plaintiffs’ attorneys against CRAs requiring substantial resources from us in response to subpoenas and additional technical software reporting requests, and, more recently, direct claims against us. While we maintain that we are not a CRA, these efforts could affect us more significantly if additional customers are impacted, as MeridianLink is brought into such claims, or if MeridianLink is otherwise implicated in such litigation.
The evolving, complex, and often unpredictable regulatory environment in which our customers operate could result in our failure to provide compliant software solutions, which could result in customers not purchasing our software solutions or terminating their contracts with us or the imposition of fines or other liabilities for which we may be responsible. In addition, as a service provider to financial institutions, we may be subject to direct regulation and examination by federal and/or state agencies, and such agencies may attempt to further regulate our activities in the future which could adversely affect our business and results of operations.
Any future litigation against us could damage our reputation and be costly and time-consuming to defend.
We have been in the past and may be, at any point, subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes or employment claims made by current or former employees. In other instances, our customers become involved in litigation where we are required to provide information pursuant to a court order, subpoena, or customer request or where we may be named as co-defendants. From time to time, we also may initiate litigation to enforce our rights, including with respect to payments that we are owed. Litigation could result in reputational damage and substantial costs and may divert management’s attention and resources, any of which may adversely impact our business, overall financial condition, and results of operations and affect the value of our common stock. While we maintain insurance coverage for certain types of claims, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise. We are not currently aware of any material pending or threatened litigation against us but can make no assurances the same will continue to be true in the future. During the three months ended June 30, 2024, we recorded estimated settlement charges amounting to $1.5 million related to the expected settlements of class action litigation claims. There were no such costs incurred or recorded in any of the other periods presented.
If we are unable to protect our intellectual property, our business could be adversely affected.
We rely on a combination of copyrights, trademarks, service marks, patents and trade secret laws, confidentiality obligations, and other contractual restrictions to establish and protect our intellectual property and other proprietary rights. Despite our efforts, these protections may be limited and may not adequately permit us to gain or keep any competitive advantage. Unauthorized third parties may try to copy or reverse engineer our solutions, technology, systems, methods, processes, or proprietary information. A third party may develop software solutions, adopt trade names or domain names, or acquire other intellectual property and proprietary rights similar to ours, thus diluting or diminishing the value of our intellectual property, proprietary rights, and overall brand. Our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes could be limited by our agreements with third parties. Our patents may be invalidated or circumvented. A patent application may not be issued with the claim scope we seek, if at all. In addition, the laws of some countries do not provide the same level of intellectual property protection as U.S. laws and courts.
We may be required to spend significant resources to monitor and protect our intellectual property rights. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. We may also allow certain of our registered intellectual property rights, or our pending applications or registrations for intellectual property rights, to lapse or to become abandoned if we determine that obtaining or maintaining the applicable registered intellectual property rights is not worthwhile. Our inability to protect our intellectual property against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay sales or the implementation of our software solutions, impair the functionality of our software solutions, delay introductions of new software solutions, result in our substituting less-advanced or more-costly technologies into our software solutions, or harm our reputation. In addition, should any of our protections fail, we may be required to license additional intellectual property from third parties to develop and market new software solutions, and we cannot ensure that we could license that intellectual property on commercially reasonable terms or at all.
We use open source software in our solutions, which could subject us to litigation or other actions, or otherwise negatively affect our ability to sell our solutions.
Our solutions incorporate software modules licensed to us by third-party authors under “open source” licenses. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification, or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability and unknown vulnerabilities of such software may make our solutions more susceptible to compromise. The terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that imposes unanticipated conditions or restrictions on our ability to provide or distribute our solutions.
We could become subject to lawsuits by parties claiming ownership of what we believe to be open source software. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability, or be required to seek costly licenses from third parties, to re-engineer our solutions, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis, or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition, and results of operations. Although we monitor our use of open source software to avoid subjecting our solutions to unintended conditions, such use may require us to take remedial action that may divert resources away from our development efforts and could materially adversely affect our business.
Lawsuits by third parties against us or our customers for alleged infringement of the third parties’ proprietary rights or for other intellectual property-related claims relating to our solutions or business could result in significant expenses and harm our operating results.
Our industry is characterized by the existence of a large number of patents, copyrights, trademarks, trade secrets, and other intellectual property and proprietary rights, along with frequent litigation based on allegations of infringement or other violations of intellectual property rights. We have been, and, from time to time, expect to be involved in disputes related to patent and other intellectual property rights of third parties. To date, none of these disputes have resulted in material liabilities. Our business could be adversely affected by any significant disputes between us and our customers as to the applicability or scope of our indemnification obligations to them. There can be no assurances that any existing limitations of liability provisions in our contracts would be enforceable or adequate or would otherwise protect us from any such liabilities or damages with respect to any particular claim. If such claims are successful, or if we are required to indemnify or defend our customers from these or other claims, these matters could be disruptive to our business and management, result in material liabilities, and have an adverse effect on our business, operating results, and financial condition.
From time to time, we have received, and may continue to receive, threatening letters or notices or, in the future, may be the subject of claims that our software solutions and underlying technology infringe or otherwise violate the intellectual property rights of others, and we may be found to be infringing upon or otherwise violating such rights. We also face, from time to time, trade name or trademark or service mark infringement claims brought by owners of other registered or unregistered trademarks or service marks, including trademarks or service marks that may incorporate variations of our brand names. In addition, the risk of patent litigation has been amplified by the increase in the number of patent holding companies or other adverse patent owners that have no relevant product revenues, and therefore, our existing patent and any patents we may obtain in the future may provide little or no deterrence as we would not be able to assert them against such entities or individuals. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us or our customers whom we indemnify, could subject our technologies to injunction preventing us from accessing such third-party intellectual property rights, require that we pay substantial damages or ongoing royalty payments, prevent us from offering our software solutions, or require that we comply with other unfavorable terms. Even if the claims do not result in litigation or are resolved in our favor, these claims and the time and resources necessary to resolve them could divert the resources of our management and harm our business and operating results. Any claims related to our intellectual property or customer confusion related to our solutions could damage our reputation and adversely affect our growth prospects.
Any use of our solutions by our customers in violation of legal or regulatory requirements could damage our reputation and subject us to additional liability.
If our customers or their clients use our solutions in violation of regulatory requirements and applicable laws, we could suffer damage to our reputation and could become subject to claims in connection with their use of our solutions. We rely on our customers’ contractual obligations that their use and their clients’ use of our solutions will comply with applicable laws. However, we do not audit our customers or their clients to confirm compliance. Even if claims asserted against us do not result in liability, we may incur costs in investigating and defending against such claims. If we are found liable in connection with our customers’ or their clients’ activities, we could incur liabilities and be required to redesign our solutions or otherwise expend resources to remedy any damages caused by such actions and to avoid future liability.
The financial services industry is heavily regulated and changes in current legislation or new legislation could adversely affect our business.
The financial services industry in the United States, and, in particular, the consumer lending and mortgage industries, are heavily regulated. Our software solutions are designed to assist our customers with their compliance of consumer protection laws and institutionally mandated compliance policies and, therefore, must be updated to incorporate changes to such laws and policies. For example, we made certain changes to our software solutions to assist our customers with compliance with modifications to the Truth in Lending Act. Federal and state governments and agencies could enact legislation or other policies that could negatively impact the business of our customers and our product partners. Any changes to existing laws or regulations or adoption of new laws or regulations that increase restrictions on the consumer lending and mortgage industries may decrease usage and volumes transacted with our solutions or otherwise limit the ability of our customers and our product partners to operate their businesses, resulting in decreased usage of our software solutions. Updates that we have undertaken in the past have caused us to incur significant expense, and future updates to address such legal and regulatory developments will likely similarly cause us to incur significant expense.
While our customers are ultimately responsible for compliance with the laws and regulations that apply to the consumer lending and mortgage industries, a failure to design or to appropriately update our software solutions to reflect and comply with changes to existing laws or regulations or with new laws or regulations may contribute to violations by our customers of such laws and regulations. Any such violations could result in our customers to discontinue using our software solutions and cause us reputational harm, which would negatively impact our financial position and results of operations.
Failure to comply with anti-bribery, anti-corruption, and similar laws, could subject us to penalties and other adverse consequences.
Failure to comply with anti-bribery, anti-corruption, anti-money laundering, and similar laws could subject us to penalties and other adverse consequences. We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, and other federal, state, and local laws that address anti-bribery, anti-corruption, and anti-money laundering. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, agents, representatives, business partners, and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.
While we have policies and procedures to address compliance with such laws, we cannot ensure that none of our employees, agents, representatives, business partners, or third-party intermediaries will take actions in violation of our policies and applicable laws, for which we may be ultimately held responsible.
Any allegations or violation of the FCPA or other applicable anti-bribery or anti-corruption laws or anti-money laundering laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, severe criminal or civil sanctions, or suspension or debarment from U.S. government contracts, all of which may have an adverse effect on our reputation, business, results of operations, and prospects. Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. In addition, the U.S. government may seek to hold us liable for successor liability for FCPA violations committed by companies in which we invest or that we acquire. As a general matter, investigations and enforcement actions could harm our reputation, business, results of operations, and financial condition.
If one or more U.S. states or local jurisdictions successfully assert that we should have collected, or in the future should collect, additional sales or use taxes on our fees, we could be subject to additional liability with respect to past or future sales, and the results of our operations could be adversely affected.
An increasing number of states have considered or adopted laws that attempt to impose sales tax collection obligations on out-of-state sellers. We do not collect state and local sales and use taxes in all jurisdictions in which our customers are located, based on our belief that such taxes are not applicable to us. Jurisdictions in which we do not collect sales and use taxes may assert that such taxes are applicable to us and require us to calculate, collect, and remit taxes, interest, and penalties, as well as collect such taxes in the future. In addition, one or more states, the federal government, or other countries may seek to impose additional reporting, record-keeping, or indirect tax collection obligations on businesses like ours that offer subscription services. For example, on June 21, 2018, the Supreme Court held in South Dakota v. Wayfair, Inc. that the state in which the buyer is located could impose sales tax collection obligations on out-of-state sellers even if those sellers lack any physical presence within the state imposing the sales taxes. In response to Wayfair, state or local governments may require us to collect and remit sales and use taxes where we have not collected and remitted sales and use taxes that occurred in prior tax years. The imposition by state or local governments of sales tax collection obligations on out-of-state sellers could also create additional administrative burdens for us, subject us to additional costs, put us at a competitive disadvantage if similar obligations are not imposed on our competitors, and decrease our future sales, which could have an adverse effect on our business, financial condition, and results of operations.
Risks Related to Finance and Accounting
Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
Our quarterly results of operations, including the levels of our revenues, gross margin, profitability, and cash flow may vary significantly in the future and, accordingly, period-to-period comparisons of our results of operations may not be meaningful. Thus, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, and may not fully or accurately reflect the underlying performance of our business. For example, while subscriptions with our customers often include multi-year terms that typically range from three to five years, a majority of our revenues from these subscriptions comes from usage or volume-based fees, such as application fees and per inquiry fees, as opposed to annual or monthly base fees. As such, if our customers terminate their agreements with us prior to their scheduled term, we may only recover a portion of our contractual base fees, and not any usage or volume-based fees. Fluctuation in quarterly results may negatively impact the value of our common stock. Factors that may cause fluctuations in our quarterly financial results include, without limitation, those listed below:
•general economic, industry, and market conditions (particularly those affecting financial institutions), including fears of global economic downturn or recession, inflation and corresponding central bank countermeasures, and rising interest rates and their resulting effect on the mortgage market;
•our ability to retain current customers or attract new customers;
•the overall usage, volume, and type of transactions handled or processed using our software solutions, which may vary based on external factors such as macroeconomic conditions and seasonality;
•the activation, delay in activation, or cancellation by customers;
•the timing of recognition of professional services revenues;
•the amount and timing of operating expenses, particularly increased expenses in connection with rising inflation, related to the maintenance and expansion of our business, operations, and infrastructure;
•the timing and amounts of our stock repurchases;
•consolidations between or mergers or acquisitions of our customers, to the extent the combined entity or acquirer elects not to continue using our solutions or reduces subscriptions to it;
•customer renewal, expansion, and retention rates;
•increases or decreases in usage or pricing changes upon renewals of customer contracts;
•network outages or security breaches;
•changes in our pricing policies or those of our competitors;
•seasonal variations in sales of our software solutions, which have historically been highest in the third quarter of our fiscal year;
•the timing and success of introductions of new solutions or features and functionality by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers, or strategic partners;
•unexpected expenses such as those related to litigation and other disputes; and
•the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill or other intangibles from acquired companies.
Our forecasts, including forecasts related to acquired entities, are subject to significant risks, assumptions, estimates, and uncertainties, which may cause our revenues, market share, expenses, and profitability to differ materially from our expectations. For acquired entities, this could lead to an impairment charge.
Our forecasts, as well as our internal estimates and research, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. We operate in rapidly evolving, fragmented, and competitive industries, which make our results of operations difficult to predict. Additionally, we have a limited operating history at the current scale of our business, which makes it difficult to forecast our future results.
Market conditions may change quickly and unpredictably, which could cause the assumptions and data inputs for our forecasts to no longer be representative of the most recent market conditions. It may not be possible to update existing forecasts expeditiously to properly account for the most recently available data and events, or management may be required to make judgments regarding adjustments or overrides to our forecasts, which judgments are subject to further uncertainty. Additionally, we have a limited operating history at the current scale of our business, which makes it difficult to forecast our future results. Moreover, forecasts based on historical data sets might not be accurate predictors of future outcomes, and their ability to appropriately predict future outcomes may degrade over time.
If the forecasts of market growth, anticipated spending, or predictions regarding market size prove to be inaccurate, our business and growth prospects could be adversely affected. Even if all or some of the forecasted growth occurs, our business may not grow at a similar rate, or at all. If actual results differ from our estimates, analysts may react negatively, and our stock price could be materially impacted. In the case of acquired entities, if our forecasts of market growth, anticipated spending, or predictions regarding market size prove to be inaccurate, an impairment charge could materialize.
Because we recognize subscription fee revenues over the term of the contract, downturns or upturns in our business may not be fully reflected in our results of operations until future periods.
We generally recognize revenues from subscription fees ratably over the terms of our customer contracts, which typically have an initial term of three years. As such, a portion of the subscription fee revenues we report each quarter are derived from the recognition of deferred revenues relating to subscriptions activated in previous quarters. Consequently, a reduction in customer subscriptions in any single quarter may only have a small impact on our revenues for that quarter. However, such a decline will negatively affect our revenues in future quarters. Accordingly, the effect of significant downturns in sales or market acceptance of our software solutions, and changes to our attrition rate, may not be fully reflected in our results of operations until future periods.
If our goodwill and other intangibles become impaired, we may be required to record a significant charge to earnings.
We have a significant amount of goodwill and other intangibles. Our goodwill and other intangible asset balances as of September 30, 2024, were approximately $610.1 million and $214.1 million, respectively. We test goodwill at least annually, as of October 1, or more frequently if circumstances indicate that goodwill may not be recoverable. Testing involves estimates and judgments by management. Such assets are considered to be impaired when the carrying value of an intangible asset exceeds its estimated fair value. We may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets is determined. While no impairment has been recorded in the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, any future impairment of a significant portion of our goodwill could materially adversely affect our financial condition and results of operations.
Our ability to recognize the benefits of deferred tax assets is dependent on future cash flows and taxable income.
We recognize deferred tax assets when it is considered more likely than not that the tax benefit will be realized; otherwise, a valuation allowance is applied against deferred tax assets. Assessing the recoverability of deferred tax assets requires management to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, our ability to realize the deferred tax assets could be impacted. Additionally, future changes in tax laws could limit our ability to obtain the future tax benefits represented by our deferred tax assets. After analyzing all available evidence, we have determined that it is more likely that we would not be able to utilize all of our deferred tax assets prior to the expiration of such assets and therefore we have recorded a partial valuation allowance on our deferred tax assets as of December 31, 2023, and September 30, 2024. Our valuation allowance was $34.6 million and $29.4 million as of September 30, 2024 and December 31, 2023, respectively. The amount of the deferred tax asset considered realizable, and therefore the amount of the valuation allowance recorded against our deferred tax assets, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.
Our ability to use our net operating loss carryforwards and other tax attributes may be limited.
We may be unable to fully use our net operating loss, or NOL, carryforwards, if at all. Under Section 382 and corresponding provisions of state law, if a corporation undergoes an “ownership change,” generally defined under Section 382 and applicable U.S. Treasury regulations as a greater than 50% change, by value, in its equity ownership over a rolling three-year period, the corporation's ability to use its pre-change NOLs and other applicable pre-change tax attributes, such as research and development tax credits, to offset its post-change income may be limited. We completed an analysis under Section 382 through March 31, 2024, confirming no ownership changes have occurred since our initial public offering in 2021, including a preliminary analysis that accounted for the February Secondary Offering completed in the three months ended March 31, 2024. If the Company undergoes an ownership change and if we earn net taxable income, our ability to use our pre-change NOL carryforwards to offset federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the U.S. state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.
We may, however, experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. If we determine that an ownership change has occurred and our ability to use our historical NOL and tax credit carryforwards is materially limited, it may result in increased future tax liability to us and could adversely affect our operating results and financial condition.
Our debt agreements contain restrictions that limit our flexibility.
Our debt agreements contain, and any future indebtedness of ours would likely contain, a number of covenants that impose significant operating and financial restrictions on us, including restrictions on our and our subsidiaries’ ability, among other things, to:
•incur additional indebtedness;
•incur liens;
•engage in mergers, consolidations, liquidations, or dissolution;
•pay dividends and distributions on, or redeem, repurchase, or retire our capital stock;
•make investments, acquisitions, loans, or advances;
•create negative pledge or restrictions on the payment of dividends or payment of other amounts owed from subsidiaries;
•sell, transfer, or otherwise dispose of assets, including capital stock of subsidiaries;
•make prepayments of material debt that is subordinated with respect to right of payment or liens, or is unsecured;
•engage in certain transactions with affiliates;
•modify certain documents governing material debt that is subordinated with respect to right of payment; and
•change our lines of business.
As a result of these covenants, we will be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.
We are highly leveraged and have substantial indebtedness, which reduces our capability to withstand adverse developments or business conditions.
We have incurred substantial amounts of indebtedness to finance our business operations, including our growth initiatives. Our level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on, or other amounts due in respect of our indebtedness. Additionally, actual or anticipated downgrades to our credit rating, including any announcement that our credit rating is under review, could impact our ability to borrow money and increase future lending costs.
Our overall leverage and the terms of our financing arrangements could also:
•make it more difficult for us to satisfy obligations under our outstanding indebtedness, and any failure to comply with the obligations under any of our debt instruments, including restrictive covenants, could result in an event of default under any of the agreements governing our indebtedness;
•limit our ability to obtain additional financing in the future for working capital, capital expenditures, or acquisitions;
•limit our ability to refinance our indebtedness on terms acceptable to us or at all;
•delay investments, restrict us from making strategic acquisitions, or cause us to make non-strategic divestitures;
•require us to dedicate a significant portion of our cash flow from operations to paying the principal of and interest on our indebtedness, thereby limiting the availability of our cash flow to fund future capital expenditures, working capital, and other corporate purposes;
•increase our vulnerability to adverse economic and industry conditions, which could place us at a competitive disadvantage or require us to dispose of assets to raise funds if needed for working capital;
•limit our flexibility in planning for, or reacting to, changes in our business and our industry;
•place us at a competitive disadvantage compared with competitors that have a less significant debt burden; and
•expose us to increased market interest rates resulting in our variable-rate debt having higher debt service requirements.
We may not be able to secure sufficient additional financing on favorable terms, or at all, to meet our future capital needs.
We may require additional capital in the future to pursue business opportunities or acquisitions or respond to challenges and unforeseen circumstances. We may also decide to engage in equity or debt financings or enter into additional credit facilities for other reasons. We may not be able to secure additional debt or equity financing in a timely manner, on favorable terms, or at all. Current capital market conditions, including the impact of inflation, have increased borrowing rates and can be expected to significantly increase our cost of capital as compared to prior periods should we seek additional funding. Moreover, global capital markets have undergone periods of significant volatility and uncertainty in the past, and there can be no assurance that such financing alternatives will be available to us on favorable terms or at all, should we determine it necessary or advisable to seek additional capital.
We have identified a material weakness in our internal control over financial reporting for the fiscal year ended December 31, 2023. If we are unable to maintain effective internal controls over financial reporting and disclosure controls and procedures, we may be unable to accurately report our financial results, or report them within the time frames required.
Subject to applicable reporting requirement exemptions we take advantage of as an emerging growth company, we are required to comply with the SEC rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act of 2002, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Effective internal controls over financial reporting are necessary for us to provide reliable and timely financial reports and, together with adequate disclosure controls and procedures, are designed to prevent or detect misstatements in the financial statements. We are also required to report any material weaknesses in the design or operating effectiveness of our internal controls. A material weakness is a significant deficiency, or a combination of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.
In connection with the preparation and audit of our financial statements for the year ended December 31, 2023, our management has identified multiple control deficiencies that aggregate to a material weakness in our internal controls over financial reporting related to the design and operating effectiveness of controls over revenue as of December 31, 2023. This was primarily caused by insufficient controls over the set-up of customer contracts for billing and maintaining complete contract support that were not designed or operating effectively. We can confirm that there has been no restatement of prior period financial statements and no change to our previously released financial results as a result of the identified material weakness.
During the nine months ended September 30, 2024, we have implemented process improvements throughout our revenue cycle work stream and have designed and implemented key controls to address our highest risk areas in order to work towards remediating the material weakness noted above. Throughout the third quarter of 2024, we have continuously assessed our remediation progress and while we have made significant progress, we continue to make adjustments to further strengthen their efficacy. We will not be able to fully remediate the material weakness until our remediation efforts have been completed and the controls have been operating effectively for a sufficient period of time, and therefore we have not yet determined that the material weakness has been remediated.
Furthermore, while we have made progress in enhancing our controls and systems since our initial public offering, we will need to continue to invest additional time, effort, and financial resources to meet our ongoing public reporting obligations, and we may need to hire additional accounting and financial staff to help remedy the deficiencies described above and to prevent future deficiencies. We have worked with both internal and external subject matter experts to help identify and address the areas requiring process improvement and additional controls. Nonetheless, the rapid growth and increased complexity of our business will continue to require a high level of scrutiny for our finance and accounting functions, which may result in additional future control deficiencies, significant deficiencies and/or material weaknesses. We may need to hire additional personnel with appropriate experience, seniority and skill levels to remediate the control deficiencies we have identified or to help identify, manage and control other potential deficiencies in our internal controls in the future.
While we believe that the measures described above will contribute to the remediation of the material weakness we have identified, we cannot, however, provide any assurance that our remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts. We are committed to continuing to improve our internal control processes and will continue to review, optimize, and enhance our financial reporting controls and
procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies or we may modify certain of the remediation measures described above. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Despite these remediation efforts, we cannot at this time estimate how long it will take to complete the remediation processes over the impacted revenue controls, nor can we assure you that the measures we have taken to date and may take in the future, will be sufficient to remediate the control deficiencies that led to the material weakness in internal control over financial reporting or that it will prevent or avoid potential future material weaknesses.
If we are not able to maintain effective internal control over financial reporting and disclosure controls and procedures, or if additional material weaknesses are discovered in past or future periods, a risk that is significantly increased in light of the complexity of our business, we may be unable to accurately and timely report our financial position, results of operations, cash flows or key operating metrics, which could result in late filings of the annual and quarterly reports under the Exchange Act, non-compliance with NYSE listing requirements, restatements of financial statements or other corrective disclosures, an inability to access capital or commercial lending markets, loss of investor confidence in our financial reporting, potential exposure to regulatory investigations and penalties, defaults under our secured revolving credit facility and other agreements, or other material adverse effects on our business, reputation, results of operations, financial condition or liquidity.
Amendments to existing, or enactment of new unfavorable, tax laws, rules, or regulations could adversely affect our financial position.
Changes in applicable U.S. federal, state, and local income taxation laws, rules, or regulations, or their interpretation and application, which changes may have possible retroactive effect, could adversely affect our tax expense and profitability. In recent years, many such changes have been made, and changes are likely to continue to occur in the future. For example, many provisions of the Tax Cuts and Jobs Act of 2017, or TCJA, and the Inflation Reduction Act of 2022, or IRA, still require guidance through the issuance or finalization of regulations by the U.S. Treasury Department in order to fully assess their effects. There may be substantial delays before such regulations are promulgated or finalized as well as proposed technical corrections or other legislation, resulting in uncertainty as to their ultimate effects. Under the TCJA, research and development costs are no longer fully deductible and are required to be capitalized and amortized for U.S. tax purposes effective January 1, 2022. The mandatory capitalization requirement increases our deferred tax assets and may have an impact on future cash tax liabilities. In August 2022, President Biden signed into law the IRA. The IRA includes a 15% corporate alternative minimum tax for companies with modified United States generally accepted accounting principles, or GAAP, net income in excess of $1 billion, a 1% excise tax on certain stock repurchases, and numerous environmental and green energy tax credits, each of which still require guidance and finalization of regulations by the U.S. Treasury Department. Currently, we are not subject to the corporate alternative minimum tax, have determined the 1% excise tax on certain stock repurchases to be immaterial to our business or stock repurchase program, and are evaluating the applicability and impact of the law’s additional tax provisions. Changes in our tax provisions or an increase in our tax liabilities, whether due to changes in applicable laws and regulations, the interpretation or application thereof, or a final determination of tax audits or litigation or agreements, could have an adverse effect on our financial position. We urge investors to consult with their legal and tax advisors regarding the implications of potential changes in tax laws on an investment in our common stock.
Risks Related to Potential Conflicts of Interests and Related Parties
Thoma Bravo has a significant influence over matters requiring stockholder approval, which may have the effect of delaying or preventing changes of control, or limiting the ability of other stockholders to approve transactions they deem to be in their best interest.
As of October 31, 2024, Thoma Bravo and its related entities beneficially own, in the aggregate, approximately 38.3% of our issued and outstanding shares of common stock. As a result, Thoma Bravo could exert significant influence over our operations and business strategy as well as matters requiring stockholder approval. These matters may include:
•the composition of our board of directors, which has the authority to direct our business and to appoint and remove our officers;
•approving or rejecting a merger, consolidation, or other business combination;
•raising future capital; and
•amending our charter and bylaws, which govern the rights attached to our common stock.
Additionally, pursuant to our certificate of incorporation and bylaws, for so long as Thoma Bravo beneficially owns at least (i) 30% of our outstanding shares of common stock, Thoma Bravo will have the right to nominate a majority of our board of directors and to designate the size of our board as well as the chair of our board of directors and of each committee of our board of directors (provided that each such nomination or designation shall comply with the applicable rules of the NYSE); (ii) 20% (but less than 30%) of our outstanding shares of common stock, Thoma Bravo will have the right to nominate a number of directors to our board of directors equal to the lowest whole number that is greater than 30% of the total number of directors (but in no event fewer than two directors); (iii) 10% (but less than 20%) of our outstanding shares of common stock, Thoma Bravo will have the right to nominate a number of directors to our board of directors equal to the lowest whole number that is greater than 20% of the total number of directors (but in no event fewer than one director); and (iv) 5% (but less than 10%) of our outstanding shares of common stock, Thoma Bravo will have the right to nominate one director to our board of directors. Accordingly, for so long as Thoma Bravo beneficially owns at least 30% of our outstanding shares of common stock, we expect the directors designated by Thoma Bravo to constitute a majority of each committee of our board of directors, other than the audit committee, and to chair each of the committees, other than the audit committee.
This concentration of ownership of our common stock could delay or prevent proxy contests, mergers, tender offers, open-market purchase programs, or other purchases of our common stock that might otherwise give you the opportunity to realize a premium over the then-prevailing market price of our common stock, and could, in turn, adversely affect our share price.
Thoma Bravo may pursue corporate opportunities independent of us that could present conflicts with our and our stockholders’ interests.
Thoma Bravo is in the business of making or advising on investments in companies and holds (and may from time to time in the future acquire) interests in or provides advice to businesses that may directly or indirectly compete with our business or be suppliers or customers of ours. Thoma Bravo may also pursue acquisitions that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.
Our charter provides that none of our officers or directors who are also an officer, director, employee, partner, managing director, principal, independent contractor, or other affiliate of Thoma Bravo will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual pursues or acquires a corporate opportunity for its own account or the account of an affiliate, as applicable, instead of us, directs a corporate opportunity to any other person, instead of us, or does not communicate information regarding a corporate opportunity to us. Such provision will apply for so long as Thoma Bravo holds any of our securities.
Risks Related to Our Common Stock and Governance Structure
The trading price of our common stock could be volatile, and you could lose all or part of your investment.
The trading price of our common stock may fluctuate substantially in response to numerous factors, many of which may be beyond our control and may not be related to our operating performance, including:
•changes in monetary policy by the Federal Reserve, including recent increases in interest rates and plans for future increases;
•general economic conditions and trends, including changes in interest rates and consumer borrowing habits;
•announcements of new products or technologies, commercial relationships, acquisitions, or other events by us or our competitors;
•changes in how customers perceive the benefits of software solutions;
•shifts in the mix of billings and revenues attributable to subscription fees, service fees, and product partner fees, from quarter to quarter;
•departures of key personnel;
•price and volume fluctuations in the overall stock market from time to time;
•fluctuations in the trading volume of our shares or the size of our public float, including by stock repurchase;
•sales of large blocks of our common stock, including by key personnel or the Thoma Bravo Funds;
•actual or anticipated changes or fluctuations in our operating results;
•unfavorable securities analysts’ research and reports published about us, our business, our market, or our competitors;
•whether our operating results meet the expectations of securities analysts or investors, or changes in actual or future expectations of investors or securities analysts;
•fluctuations in our quarterly or annual earnings results or those of other companies in our industry;
•litigation involving us, our industry, or both;
•regulatory developments;
•actual or perceived security compromises or breaches;
•major catastrophic events in domestic and foreign markets, including, for instance, the ongoing military conflict between Ukraine and Russia or Israel and Hamas or conflict escalation in the Middle East; and
•the other factors described in these “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
These fluctuations may limit or prevent investors from readily selling their shares of common stock, could cause investors to lose all or part of their investment in our common stock, and may otherwise negatively affect the liquidity of our common stock.
In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, operating results, or financial condition. In addition, the trading prices of technology stocks have historically experienced high levels of volatility. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the trading price of a company’s securities, securities class action litigation has often been brought against that company.
For as long as we are an emerging growth company, we will not be required to comply with certain requirements that apply to other public companies.
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as we are an emerging growth company, unlike other public companies, we will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act; (ii) comply with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation and any golden parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for adopting new or revised financial accounting standards. We intend to take advantage of the longer phase-in periods for the adoption of new or revised financial accounting standards permitted under the JOBS Act until we are no longer an emerging growth company. If we were to subsequently elect instead to comply with these public company effective dates, such election would be irrevocable pursuant to the JOBS Act.
We will remain an emerging growth company up until December 31, 2026, although we will lose that status sooner if we have more than $1.235 billion of revenues in a fiscal year, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.
To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock to be less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
Any issuance or sale of our capital stock may adversely affect the market price of our common stock and may dilute existing stockholders.
We may issue additional capital stock in the future that will result in dilution to all other stockholders. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. We plan to continue to issue common stock pursuant to our 2021 Stock Option and Incentive Plan, 2021 Employee Stock Purchase Plan, or other equity incentive plans that we may adopt in the future. Any such sales or issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock to decline.
In addition, our charter authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations, and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of our common stock. Designation and issuance of one or more classes or series of preferred stock could adversely affect the voting power or value of our common stock.
We do not intend to pay dividends on our common stock and, consequently, our stockholders’ return on investment will depend on appreciation in the price of our common stock.
We have never declared or paid any dividends on our common stock. We intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.
We cannot guarantee that our stock repurchase programs will be fully consummated or will enhance long-term stockholder value, and stock repurchases could increase the volatility of our stock prices and could diminish our cash reserves.
In May 2022, our board of directors approved a stock repurchase program under which we are authorized to purchase up to $75.0 million of our common stock from time to time. In January 2024, our board of directors approved an additional stock repurchase program under which we are authorized to purchase up to $125.0 million of our common stock from time to time. In February 2024, we completed an underwritten secondary offering for the sale of 6,906,015 shares of common stock by certain of our existing stockholders, at an offering price of $19.00 per share, or the February Secondary Offering, during which we used approximately $44.4 million (including excise taxes) of our stock repurchase program for the stock repurchase in connection with the February Secondary Offering. As of September 30, 2024, there was an aggregate of approximately $29.5 million remaining for repurchase under our stock repurchase programs. Our repurchase programs do not have an expiration date and do not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares, on any particular timetable or at all. There can be no assurance that we will repurchase stock at favorable prices. Further, our stock repurchases could affect our stock trading prices, increase their volatility, reduce our cash reserves, and may be suspended or terminated at any time, which may result in a lower market valuation of our common stock. Additionally, we do not anticipate that the impacts of the IRA’s excise tax on our stock repurchase programs, or the final regulations to be issued by the United States Department of the Treasury concerning the excise tax, will have a material impact on our results of operations.
Delaware law and certain provisions in our charter and bylaws could delay, discourage, or prevent a change in control of our company.
Our status as a Delaware corporation and the existence of certain provisions of our charter and bylaws contain provisions that could delay, discourage, or prevent a change in control of our company that a stockholder may consider favorable. These provisions include:
•a classified board of directors with three-year staggered terms;
•the removal of directors only for cause and subject to the affirmative vote of holders of at least 66 2/3% of our voting power;
•the ability of our board of directors to both issue shares of preferred stock and determine the price and other terms of those shares without stockholder approval;
•allowing Thoma Bravo to fill any vacancy on our board of directors for so long as affiliates of Thoma Bravo own 30% or more of our outstanding shares of common stock and, thereafter, allowing only our board of directors to fill vacancies on our board of directors;
•a prohibition on stockholder action by written consent;
•the requirement that a special meeting of stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer, or our president (in the absence of a chief executive officer);
•the requirement for the affirmative vote of holders of at least 66 2/3% of our outstanding voting stock, voting together as a single class, to amend the provisions of our charter relating to the management of our business or the requirement for the affirmative vote of holders of at least 75% of our outstanding voting stock, voting together as a single class, to amend certain provisions of our bylaws;
•the ability of our board of directors to amend our bylaws;
•advance notice procedures for stockholders to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting; and
•prohibition of cumulative voting in the election of our board of directors.
Our charter also provides us with protections similar to Section 203 of the Delaware General Corporation Law and prevents certain business combinations with a stockholder owning at least 15% of our outstanding voting stock, unless approved in a prescribed manner. Our charter also provides, however, that transactions with Thoma Bravo, including the Thoma Bravo Funds and any persons to whom any Thoma Bravo Fund sells its common stock, will be deemed to have been approved by our board of directors.
Our bylaws designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
Our bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a breach of fiduciary duty by one or more of our directors, officers, or employees, (iii) any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine. The choice of forum selection clause may impose additional litigation costs on stockholders, discourage claims, or limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. Although this provision may be beneficial in its consistency in the application of Delaware law, the Court of Chancery of the State of Delaware may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our stockholders. Alternatively, if the enforceability of the choice of forum provision contained in our bylaws is challenged and a court finds such provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions. Our bylaws further provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. This provision would not apply to any action brought to enforce a duty or liability created by the Exchange Act and the rules and regulations thereunder. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer
The following table summarizes the stock repurchase activity for the three months ended September 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Period | Total Number of Shares Purchased | | Average Price Paid Per Share | | Total Number of Shares Purchased as Part of Publicly Announced Programs | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in thousands) (1) |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| July 1 to July 31, 2024 | 439,207 | | | 22.41 | | | 8,300,489 | | | 51,449 | |
| August 1 to August 31, 2024 | 508,559 | | | 22.11 | | | 8,809,048 | | | 40,206 | |
| September 1 to September 30, 2024 | 421,238 | | | 23.68 | | | 9,230,286 | | | 29,526 | |
| Total | 1,369,004 | | | | | | | |
| ______________ | | | | | | | |
(1)In May 2022, our board of directors authorized a stock repurchase program to acquire up to $75.0 million of the Company’s common stock, and in January 2024, our board of directors authorized an additional stock repurchase program to acquire up to $125.0 million of the Company’s common stock, including the costs of commissions, fees and excise taxes, each with no fixed expiration date and no requirement to purchase any minimum number of shares. Shares may be repurchased under the programs through privately negotiated transactions, or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K), except as follows:
•On August 13, 2024, Chris Maloof, former President, Go To Market, terminated his Rule 10b5-1 trading plan, which was adopted on March 18, 2024, pursuant to which he had authorized the sale of up to an aggregate of 191,389 shares of common stock, subject to trading under certain conditions. Mr. Maloof’s employment with the Company terminated effective August 31, 2024.
•On September 12, 2024, Nicolaas Vlok, Chief Executive Officer, adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) covering the sale of up to an aggregate of 500,000 shares of common stock through the potential exercise of vested stock options, subject to trading under certain conditions. The trading plan’s maximum duration is until December 12, 2025, with first trades to occur December 12, 2024, at the earliest.
Exhibit Index
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | Exhibit Title | | Form | | Exhibit | | Filing Date |
| | | | | | | | |
| 3.1 | | | | 10-Q | | 3.1 | | September 7, 2021 |
| | | | | | | | |
3.2 | | | | 10-Q | | 3.2 | | August 8, 2024 |
| | | | | | | | |
3.3 | | | | S-1 | | 3.3 | | April 30, 2021 |
| | | | | | | | |
| 4.1 | | | | S-1 | | 4.1 | | April 30, 2021 |
| | | | | | | | |
| 4.2 | | | | S-1 | | 4.2 | | April 30, 2021 |
| | | | | | | | |
| 4.3 | | | | S-3 | | 4.2 | | December 28, 2023 |
| | | | | | | | |
10.1† | | | | 8-K | | 10.1 | | August 8, 2024 |
| | | | | | | | |
10.2† | | | | — | | — | | Filed herewith |
| | | | | | | | |
10.3† | | | | — | | — | | Filed herewith |
| | | | | | | | |
| 31.1 | | | | — | | — | | Filed herewith |
| | | | | | | | |
| 31.2 | | | | — | | — | | Filed herewith |
| | | | | | | | |
| 32.1# | | | | — | | — | | Filed herewith |
| | | | | | | | |
| 32.2# | | | | — | | — | | Filed herewith |
| | | | | | | | |
| 101.INS | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | | — | | — | | Filed herewith |
| | | | | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. | | — | | — | | Filed herewith |
| | | | | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | — | | — | | Filed herewith |
| | | | | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | — | | — | | Filed herewith |
| | | | | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. | | — | | — | | Filed herewith |
| | | | | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | — | | — | | Filed herewith |
| | | | | | | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | — | | — | | Filed herewith |
_____________________
† Indicates a management contract or any compensatory plan, contract, or arrangement.
# The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates them by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | |
| MERIDIANLINK, INC. |
| | |
Dated: November 7, 2024 | By: | /s/ Nicolaas Vlok |
| Name: | Nicolaas Vlok |
| Title: | Chief Executive Officer (Principal Executive Officer) |
| | |
Dated: November 7, 2024 | By: | /s/ Elias Olmeta |
| Name: | Elias Olmeta |
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) |
EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”) is made between MeridianLink, Inc., a Delaware corporation (including its successors and assigns, the “Company”), and Laurence E. Katz (the “Executive”) and is effective as on the first day of the Executive’s employment with the Company, which is anticipated to be April 1, 2024 (the “Effective Date”).
WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.Employment.
(a)Term. The Executive’s employment will begin on the Effective Date. For purposes of this Agreement, the actual first day of the Executive’s employment with the Company shall be referred to as the “Start Date.” The Company shall employ the Executive and the Executive shall be employed by the Company pursuant to this Agreement commencing as of the Start Date and continuing until such employment is terminated in accordance with the provisions hereof (the “Term”). The Executive’s employment with the Company will be “at will,” meaning that the Executive’s employment may be terminated by the Company or the Executive at any time and for any reason subject to the terms of this Agreement.
(b)Position and Duties. The Executive shall serve as the Chief Financial Officer of the Company and shall have such powers and duties consistent with that role as may from time to time be prescribed by the Chief Executive Officer of the Company (the “CEO”) or the Company’s Board of Directors (the “Board”). The Executive’s principal place of employment shall be in the vicinity of the Executive’s home residence in northern California, and the Executive understands and agrees that the Executive shall be required to travel from time to time for business purposes. The Executive shall devote the Executive’s full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors or provide advisory services, with the approval of the Board (which shall not be unreasonably withheld), or engage in religious, charitable or other community activities as long as such services and activities and do not interfere with the Executive’s performance of the Executive’s duties to the Company. To the extent applicable, the Executive shall be deemed to have resigned from all officer and board member positions that the Executive holds with the Company or any of its or their respective subsidiaries and affiliates upon the ending of the Executive’s employment for any reason. The Executive shall execute any documents in reasonable form as may be requested to confirm or effectuate any such resignations.
2.Compensation and Related Matters.
(a)Base Salary. The Executive’s initial base salary shall be paid at the rate of $550,000 per year. The Executive’s base salary shall be subject to periodic review by the Board or the Compensation Committee of the Board (the “Compensation Committee”). The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for executive officers.
(b)Target Bonus. The Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive’s initial target annual incentive compensation shall be $460,000, provided that any cash incentive compensation for calendar year 2024 shall be pro-rated for the actual number of days the Executive is employed by the Company in such year based on the Start Date. The target annual cash incentive compensation in effect at any given time is referred to herein as “Target Bonus”. The actual amount of the Executive’s annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee. To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid.
(c)Signing Bonus. The Company will pay the Executive a signing bonus in the amount of $250,000 (the “Signing Bonus”) within thirty (30) days following the Start Date, subject to the Executive’s continued employment with the Company as of such date; provided that if the Executive’s employment is terminated by the Company for Cause (as defined below) or by the Executive for any reason other than, death, Disability, Good Reason or for the Reporting Reason prior to the one year anniversary of the Start Date, the Executive will repay the Signing Bonus in full to the Company; provided further that if the Executive’s employment is terminated by the Company for Cause or by the Executive for any reason other than, death, Disability, Good Reason or for the Reporting Reason after the one year anniversary of the Start Date and prior to the two year anniversary of the Start Date, the Executive will repay fifty percent (50%) of the Signing Bonus to the Company. The Executive agrees to make such repayment in accordance with this section within ten (10) days after the Date of Termination (as defined below).
(d)Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers.
(e)Legal Fees. The Company shall reimburse the Executive for up to $25,000 of legal fees incurred by the Executive in connection with the review of this Agreement and related agreements.
(f)Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time, subject to the terms of such plans.
(g)Paid Time Off. The Executive shall be entitled to take paid time off in the Executive’s reasonable discretion and in accordance with the Company’s applicable non-accrual paid time off policy for executives, as may be in effect from time to time.
(h)Equity. Subject to approval by the Board or the Compensation Committee in its sole discretion, the Executive will receive a new hire restricted stock unit grant (the “Initial Equity Award”) under the MeridianLink, Inc. 2021 Stock Option and Incentive Plan, as amended, with an aggregate grant date fair value of $20,000,000, that will vest over four years, with 18.75% vesting on December 31, 2024, an additional 6.25% vesting on April 1, 2025, and the remainder vesting in 12 equal quarterly installments thereafter, subject to the Executive’s continued employment through the applicable vesting date. This new hire equity grant and all future equity awards provided to the Executive shall be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable standard award agreement(s) containing the terms of such equity awards (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in the Equity
Documents, (i) Section 6 of this Agreement shall apply in the event of a termination of the Executive’s employment by the Executive for the Reporting Reason outside the Change in Control Period (as such terms are defined below) and (ii) Section 7(a)(ii) of this Agreement shall apply in the event of a termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason (as such terms are defined below) in either event within the Change in Control Period.
3.Termination. The Executive’s employment hereunder may be terminated without any breach of this Agreement under the following circumstances:
(a)Death. The Executive’s employment hereunder shall terminate upon the Executive’s death.
(b)Disability. The Company may terminate the Executive’s employment if the Executive is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of six (6) consecutive months in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this Section 3(b) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.
(c)Termination by Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean any of the following:
(i)conduct by the Executive constituting a material act of misconduct in connection with the performance of the Executive’s duties, including (A) willful failure or refusal to perform material responsibilities that have been requested by the CEO or the Board; (B) dishonesty to the CEO or the Board with respect to any material matter; or (C) misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes;
(ii)the Executive’s indictment or charge for (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud;
(iii)any misconduct by the Executive, regardless of whether or not in the course of the Executive’s employment, that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries or affiliates if the Executive were to continue to be employed in the same position;
(iv)continued non-performance by the Executive of substantially all of the Executive’s duties hereunder (other than by reason of the Executive’s physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the CEO;
(v)a willful breach by the Executive of any of the provisions contained in Section 9 of this Agreement or the Restrictive Covenants Obligations (as defined below);
(vi)a material violation by the Executive of any of the Company’s written employment policies that have been provided to Executive; or
(vii)the Executive’s failure to reasonably cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.
(d)Termination by the Company without Cause. The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.
(e)Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”):
(i)a material diminution in the Executive’s responsibilities, authority or duties (including without limitation, and for the avoidance of doubt, if during a Change in Control Period the Executive (x) no longer has at least the same or greater scope of responsibilities, authority, or duties as compared to the Executive’s responsibilities, authority, or duties to the Company’s operations prior to the Change in Control Period, (y) no longer reports to the same or equivalent job title as the Executive reported to prior to the Change in Control Period, which materially reduces the Executive’s responsibilities, authority, or duties to the Company’s operations, or (z) is assigned any duties materially inconsistent with the Executive’s status or role as Chief Financial Officer prior to the Change in Control Period);
(ii)a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company, or a failure by the Company to make any payment of compensation when due to the Executive;
(iii)a material change in the geographic location at which the Executive is required to provide services to the Company, not including business-related travel; or
(iv)a material breach of this Agreement by the Company.
The “Good Reason Process” consists of the following steps:
(i)the Executive reasonably determines in good faith that a Good Reason Condition has occurred;
(ii)the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence of such condition;
(iii)the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition;
(iv)notwithstanding such efforts, the Good Reason Condition continues
to exist; and
(v)the Executive terminates employment within 60 days after the end of the Cure Period.
If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred.
If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) (i) any Base Salary earned through the Date of Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement); and (iii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”).
4.Notice and Date of Termination.
(a)Notice of Termination. Except for termination as specified in Section 3(a), any termination of the Executive’s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other parties hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon.
(b)Date of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by death, the date of death; (ii) if the Executive’s employment is terminated on account of disability under Section 3(b) or by the Company for Cause under Section 3(c), the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Company without Cause under Section 3(d), the date on which a Notice of Termination is given or the date otherwise specified by the Company in the Notice of Termination; (iv) if the Executive’s employment is terminated by the Executive under Section 3(e) other than for Good Reason, 30 days after the date on which a Notice of Termination is given; and (v) if the Executive’s employment is terminated by the Executive under Section 3(e) for Good Reason or under Section 6 for the Reporting Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement or any other policy, plan or agreement with the Company.
5.Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for Good Reason Outside the Change in Control Period.
If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or by the Executive for Good Reason as provided in Section 3(e), each outside of the Change in Control Period (as defined below), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in the Company’s standard form for executive separations, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), but which shall not include any additional post-termination non-compete or non-solicitation provisions, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which, if and as applicable, shall include a seven (7) day revocation period:
(a)the Company shall pay the Executive an amount equal to the sum of (1) twelve (12) months of the Executive’s Base Salary, (2) the amount of any bonus earned in the fiscal year ending prior to the Date of Termination to the extent not previously paid and that would have been paid if the Executive’s employment had not been terminated, and (3) 100% of the Executive’s Target Bonus for the then-current year ((1), (2) and (3) collectively, the “Severance Amount”); and
(b)subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA.
The amounts payable under Section 5, to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve (12) months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
6.Severance Pay and Benefits Upon a Termination by the Executive for a Reporting Reason Outside of the Change in Control Period. If the Executive’s employment is terminated by the Executive for the Reporting Reason (as defined below) outside of the Change in Control Period, then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a Separation Agreement and Release and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which, if and as applicable, shall include a seven (7) day revocation period:
(a)The Company shall pay the Executive the amounts set forth in Section 5; and
(b)notwithstanding anything to the contrary in any applicable award agreement, 25% of the total number of restricted stock units underlying the Initial Equity Award (but in no event more than the total number of unvested restricted stock units underlying the Initial Equity Award as of the Date of Termination) shall immediately accelerate and become nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”): provided that any termination or forfeiture of the Initial Equity Award pursuant to this subsection that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the Separation Agreement and Release not becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Initial Equity Award shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date.
For purposes of this Section 6, “Reporting Reason” shall mean that the Executive has completed all steps of the Reporting Reason Process (hereinafter defined) following the occurrence of the following event without the Executive’s consent: (i) the Executive no longer reports to the person serving as CEO of the Company as of the Effective Date (the “Current CEO”) other than as a result of the Current CEO’s death or Disability (as defined in the employment agreement between the Current CEO and the Company) or a termination of the Current CEO’s employment by the Company for Cause (as defined in the employment agreement between the Current CEO and the Company); or (ii) the Executive no longer reports to the Board (either of which would constitute the “Reporting Reason Condition”). The “Reporting Reason Process” consists of the following steps: (i) the Executive reasonably determines in good faith that the Reporting Reason Condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Reporting Reason Condition within 60 days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Reporting Cure Period”), to remedy the Reporting Reason Condition; (iv) notwithstanding such efforts, the Reporting Reason Condition continues to exist; and (v) the Executive terminates employment within 60 days after the end of the Reporting Cure Period. If the Company cures the Reporting Reason Condition during the Reporting Cure Period, a Reporting Reason shall be deemed not to have occurred.
7.Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 7 shall apply in lieu of, and expressly supersede, the provisions of Section 5 and 6 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within the period beginning three (3) months before and ending twelve (12) months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). These provisions shall terminate and be of no further force or effect after a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i)the Company shall pay the Executive a lump sum in cash in an amount equal to the sum of (i) twenty-four (24) months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) and (ii) the amount of any bonus earned in the fiscal year ending prior to the Date of Termination to the extent not previously paid and that would have been paid if the Executive’s employment had not been terminated ((i) and (ii) collectively, the “Change in Control Payment”); and
(ii)notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all restricted stock awards, stock options and other stock-based awards held by the Executive (the “Unvested Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the Accelerated Vesting Date: provided that any Unvested Equity Awards not assumed, continued or substituted by the successor in a Change in Control will accelerate immediately prior to the Change in Control and provided further that any termination or forfeiture of the unvested portion of such Unvested Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the Separation Agreement and Release not becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Unvested Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iii)subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the eighteen (18) month anniversary of the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA.
The amounts payable under this Section 7(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-
qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
(b) Additional Limitation.
(i)Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code, and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).
(ii)For purposes of this Section 7(b), the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.
(iii)The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to Section 7(b)(i) shall be made by a nationally recognized accounting or other outside firm selected by the Company and reasonably acceptable to the Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.
(c)Definitions. For purposes of this Section 7, the following terms shall have the following meanings:
“Change in Control” shall mean “Sale Event,” as defined in the MeridianLink, Inc. 2021 Stock Option and Incentive Plan, as amended.
8.Section 409A.
(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement or otherwise on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive’s separation from service or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.
(b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in- kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
(d)To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-l(h).
(e)The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.
(f)The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.
9.Continuing Obligations.
(a)Restrictive Covenants Obligations. The confidentiality, assignment of inventions, and non-solicitation obligations (collectively, the “Restrictive Covenants Obligations”) set forth in the Confidential Information and Invention Assignment Agreement attached hereto as Exhibit A are incorporated by reference herein. For purposes of this Agreement, the obligations in this Section 9 and those that arise in the Restrictive Covenants Obligations and any other confidentiality, assignment of inventions, or other restrictive covenants obligations shall collectively be referred to as the “Continuing Obligations.”
(b)Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information, other than confidentiality restrictions (if any), or the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party. Notwithstanding the foregoing, to the extent the Executive is authorized by a third party to have to such third party’s non-public information in his possession or control, (i) such information (A) must be segregated from Company resources such that the information is not disclosed to anyone at the Company or anyone Executive engages with pursuant to his role at the Company; (B) must not brought on to Company property unless it is kept in a locked briefcase or storage compartment when not under Executive’s immediate control; and (C) must not be saved or stored on any Company computing resources.
(c)Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company in (i) the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company, and (ii) the investigation, whether internal or external, of any matters about which the Company believes the Executive may have knowledge or information. The Executive’s full cooperation in connection with such claims, actions or investigations shall include, but not be limited to, being available to meet with counsel to answer questions or to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 9(c).
(d)Relief. The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach by the Executive of the Continuing Obligations, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.
(e)Protected Disclosures and Other Protected Action. Nothing contained in this Agreement, any other agreement with the Company, or any Company policy or code limits my ability, with or without notice to the Company, to: (i) file a charge or complaint with any federal, state or local governmental agency or commission (“Government Agency”), including without limitation, the Equal Employment Opportunity Commission, the National Labor Relations Board or the Securities and Exchange Commission (the “SEC”); (ii) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing non-privileged documents or information; (iii) share compensation information concerning the Executive or others (provided that this does not permit the Executive to disclose compensation information concerning others that the Executive obtains because the Executive job responsibilities require or allow access to such information); (v) discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Executive has reason to believe is unlawful; or (vi) testify truthfully in a legal proceeding. Any such communications and disclosures must be consistent with applicable law and the information disclosed must not have been obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted consistent with such privilege or applicable law). If a Government Agency or any other third party pursues any claim on the Executive’s behalf, the Executive waives any right to monetary or other individualized relief (either individually or as part of any collective or class action), but the Company will not limit any right the Executive may have to receive an award pursuant to the whistleblower provisions of any applicable law or regulation for providing information to the SEC or any other Government Agency. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law or under this Agreement or the Restrictive Covenants Obligations for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
10.Indemnification. The Company shall provide Executive with indemnification and advancement rights that are as favorable as those provided to any other officer or director of the Company, including with respect to insurance coverage.
11.Consent to Jurisdiction. The parties hereby consent to the jurisdiction of the state and federal courts of the State of California. Accordingly, with respect to any such court action, the Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.
12.Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter; provided, however, this Agreement supplements and does not supersede any other confidentiality, assignment of inventions or restrictive covenant agreement between the Company and the Executive.
13.Withholding; Tax Effect. All payments made by the Company to the Executive under this Agreement shall be net of any tax-related deductions and withholdings. Nothing in this Agreement shall be construed to require the Company to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.
14.Assignment. The parties to this Agreement may not make any assignment of this Agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other parties; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Obligations) without the Executive’s consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization, consolidate with, or merge into or to whom it transfers all or substantially all of its properties or assets; provided further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5, Section 6 or Section 7 of this Agreement solely as a result of such transaction. This Agreement shall inure to the benefit of and be binding upon the Executive, the Company, and each of the Executive’s, and the Company’s respective successors, executors, administrators, heirs and permitted assigns.
15.Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
16.Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.
17.Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
18.Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to (i) in the case of the Executive, at the last address the Executive has filed in writing with the Company; (ii) in the case of the Company, at its main offices, attention of the Board.
19.Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.
20.Effect on Other Plans and Agreements. An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 9 hereof, and except that the Executive shall have no rights to any severance benefits under any Company severance pay plan, offer letter or otherwise. In the event that the Executive is party to an agreement with the Company providing for payments or benefits under such plan or agreement and under this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both. Further, Section 5, Section 6 and Section 7 of this Agreement are
mutually exclusive and in no event shall the Executive be entitled to payments or benefits or acceleration pursuant to Section 5, Section 6 and/or Section 7 of this Agreement.
21.Governing Law; Payments. This is a California contract and shall be construed under and be governed in all respects by the laws of the State of California without giving effect to the conflict of laws principles thereof. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Ninth Circuit.
22.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement effective on the “Effective Date.”
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| MERIDIANLINK, INC. |
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| /s/ |
| By: Nicolaas Vlok |
| Its: Chief Executive Officer |
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| EXECUTIVE |
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| /s/ |
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 (this “Amendment”) to the Employment Agreement between MeridianLink, Inc., a Delaware corporation (including its successors and assigns, the “Company”), and Laurence E. Katz (the “Executive”) effective as of April 1, 2024 (the “Employment Agreement”) is effective as of August 8, 2024. All capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Employment Agreement.
WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be employed by the Company on the terms and conditions of the Employment Agreement as amended by this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend the Employment Agreement as follows:
1.All references to “Chief Financial Officer” or “CFO” in the Employment Agreement are hereby replaced with “President”.
2.Except as so amended, the Employment Agreement is in all other respects hereby confirmed.
3.This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
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| MERIDIANLINK, INC. |
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| By: | /s/ |
| Name: |
| Title: |
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| /s/ |
| Laurence E. Katz |
[Signature Page to the Amendment No. 1 to the Employment Agreement]
MERIDIANLINK, INC.
This Indemnification Agreement (“Agreement”) is made as of [DATE], by and between MeridianLink, Inc. a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
RECITALS
WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;
WHEREAS, in order to induce Indemnitee to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;
WHEREAS, the Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);
WHEREAS, the Charter, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining highly qualified persons such as Indemnitee is detrimental to the best interests of the Company’s stockholders;
WHEREAS, it is reasonable and prudent for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and
WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided in the Charter, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
Section 1.Services to the Company. Indemnitee agrees to serve as a director or officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.
Section 2.Definitions.
As used in this Agreement:
(a)“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect on the date of this Agreement; provided, however, that no Person who is a director or officer of the Company shall be deemed an Affiliate or an Associate of any other director or officer of the Company solely as a result of his or her position as director or officer of the Company.
(b)A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially Own” and have “Beneficial Ownership” of, any securities:
(i)which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, Beneficially Owns (as determined pursuant to Rule 13d-3 of the Rules under the Exchange Act, as in effect on the date of this Agreement);
(ii)which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has: (A) the legal, equitable or contractual right or obligation to acquire (whether directly or indirectly and whether exercisable immediately or only after the passage of time, compliance with regulatory requirements, satisfaction of one or more conditions (whether or not within the control of such Person) or otherwise) upon the exercise of any conversion rights, exchange rights, rights, warrants or options, or otherwise; (B) the right to vote pursuant to any agreement, arrangement or understanding (whether or not in writing); or (C) the right to dispose of pursuant to any agreement, arrangement or understanding (whether or not in writing) (other than customary arrangements with and between underwriters and selling group members with respect to a bona fide public offering of securities);
(iii)which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting or disposing of any securities of the Company; or
(iv)that are the subject of a derivative transaction entered into by such Person or any of such Person’s Affiliates or Associates, including, for these purposes, any derivative security acquired by such Person or any of such Person’s Affiliates or Associates that gives such Person or any of such Person’s Affiliates or Associates the economic equivalent of ownership of an amount of securities due to the fact that the value of the derivative security is explicitly determined by reference to the price or value of such securities, or that provides such Person or any of such Person’s Affiliates or Associates an opportunity, directly or indirectly, to profit or to share in any profit derived from any change in the value of such securities, in any case without regard to whether (A) such derivative security conveys any voting rights in such securities to such Person or any of such Person’s Affiliates or Associates; (B) the derivative security is required to be, or capable of being, settled through delivery of such securities; or (C) such Person or any of such Person’s Affiliates or Associates may have entered into other transactions that hedge the economic effect of such derivative security;
Notwithstanding the foregoing, no Person engaged in business as an underwriter of securities shall be deemed the Beneficial Owner of any securities acquired through such Person’s participation as an underwriter in good faith in a firm commitment underwriting.
(c)A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:
(i)Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change in Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;
(ii)Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 2(c)(i), 2(c)(iii) or 2(c)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;
(iii)Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or successor entity) more than 50% of the combined voting power of the voting securities of the surviving or successor entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving or successor entity;
(iv)Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale, lease, exchange or other transfer by the Company, in one or a series of related transactions, of all or substantially all of the Company’s assets; and
(v)Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended, whether or not the Company is then subject to such reporting requirement.
(d)“Corporate Status” describes the status of a person as a current or former director, manager, partner, officer, employee, agent or trustee of the Company or any other Enterprise which such person is or was serving at the request of the Company.
(e)“Enforcement Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with an action to enforce indemnification or advancement rights under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, or an appeal from such action. Enforcement Expenses shall also include any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any
payments under this Agreement (on a grossed up basis), any interest, assessments or other charges in respect of the foregoing, and any interest, assessments or other charges in respect of the foregoing. Enforcement Expenses, however, shall not include fees, salaries, wages or benefits owed to Indemnitee.
(f)“Enterprise” shall mean any corporation (other than the Company), partnership, joint venture, trust, employee benefit plan, limited liability company, or other legal entity of which Indemnitee is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee.
(g)“Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond or other appeal bond or their equivalent. Expenses also include any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (on a grossed-up basis), any interest, assessments or other charges in respect of the foregoing, and any interest, assessments or other charges in respect of the foregoing. Expenses, however, shall not include amounts paid in settlement by Indemnitee, the amount of judgments, fines, or penalties actually levied against Indemnitee or fees, salaries, wages or benefits owed to Indemnitee.
(h)“Independent Counsel” means a law firm, or a partner (or, if applicable, member or shareholder) of such a law firm, that is experienced in matters of Delaware corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company, any subsidiary of the Company, any Enterprise or Indemnitee in any matter material to any such party (other than as Independent Counsel with respect to matters concerning Indemnitee under this Agreement, or other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
(i)“Person” shall mean (i) an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, a business trust, a government or political subdivision, any unincorporated organization, or any other association or entity including any successor (by merger or otherwise) thereof or thereto, and (ii) a “group” as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
(j)The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, regulatory or investigative nature, and whether formal or informal, in which Indemnitee was, is or will be involved as a party or otherwise by reason of (i) the fact that Indemnitee is or was a director or officer of the Company or is or was serving
at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action taken on his or her part while acting as a director or officer of the Company or while serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement or (ii) any situation that Indemnitee determines in good faith might lead to or culminate in the institution of a Proceeding; provided, however, that the term “Proceeding” shall not include any action, suit or arbitration, or part thereof, initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement as provided for in Section 12(a) of this Agreement.
Section 3.Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
Section 4.Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee to the extent set forth in this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery (the “Delaware Court”) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court shall deem proper.
Section 5.Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except as provided in Section 7, to the extent that Indemnitee is a party to or a participant in any Proceeding and is successful in such Proceeding or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, (with or without prejudice), motion for summary judgment, settlement (with or without court approval), or upon a plea of nolo contendere or its equivalent shall be deemed to be a successful result as to such claim, issue or matter.
Section 6.Reimbursement for Expenses of a Witness or in Response to a Subpoena. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee, by reason of his or
her Corporate Status, (i) is a witness, deponent, interviewee, or otherwise asked to participate in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not a party and is not threatened to be made a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.
Section 7.Exclusions. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:
(a)to indemnify for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise; provided however, that the forgoing shall not affect the rights of Indemnitee set forth in Section 13(c), nor shall payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement reduce the Company’s obligations to Indemnitee pursuant to this Agreement ;
(b)to indemnify for an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor, including pursuant to any settlement arrangements (provided, however, that the Company must advance expenses for such matters otherwise permissible under this Agreement);
(c)to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, in either case as required under any clawback or compensation recovery policy adopted by the Company, applicable securities exchange and association listing requirements, including, without limitation, those adopted in accordance with Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and/or the Securities Exchange Act of 1934, as amended (including, without limitation, any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held liable therefor, including pursuant to any settlement arrangements (provided, however, that the Company must advance expenses for such matters otherwise permissible under this Agreement)
(d)to indemnify with respect to any Proceeding, or part thereof, brought by Indemnitee against the Company, any legal entity which it controls, any director or officer thereof or any third party, unless (i) the Board has consented to the initiation of such Proceeding or part thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; provided, however, that this Section 7(d) shall not apply to (A) counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee or (B) any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought as described in Section 12; or
(e)to provide any indemnification or advancement of expenses that is prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to this
Agreement) as determined by a court of competent jurisdiction in a final adjudication not subject to further appeal.
Section 8.Advancement of Expenses. Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses, (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, and (iii) entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)). Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent required by law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee's rights to receive advancement of expenses under this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(e) of this Agreement.
Section 9.Procedure for Notification and Defense of Claim.
(a)To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor specifying the basis for the claim, the amounts for which Indemnitee is seeking payment under this Agreement, and all documentation related thereto as reasonably requested by the Company; provided, however, that in no case shall Indemnitee be required to convey any information that would cause Indemnitee to waive any privilege accorded by applicable law.
(b)In the event that the Company shall be obligated hereunder to provide indemnification for or make any advancement of Expenses with respect to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or any claim, issue or matter therein, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense, (C) the Company is not financially or legally able to perform its indemnification obligations or (D) the Company shall not have retained within sixty (60) calendar days of receipt of notice from Indemnitee, or shall not continue to train, counsel to defend such Proceeding, then the fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her separate counsel shall be Expenses hereunder.
Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ liability insurance policy, should the applicable policy provide for a panel of approved counsel and should such approved panel list comprise law firms with well-established reputations in the type of litigation at issue. (For clarity, the fact of a firm’s being part of a panel shall not be evidence of a firm’s having a well-established national reputation for the type of litigation at issue).
(c)In the event that the Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled to participate in the Proceeding at its own expense.
(d)The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent (which consent shall not be unreasonably withheld or delayed), or for any judicial or other award, if the Company was not given an opportunity, in accordance with this Section 9, to participate in the defense of such Proceeding. Without limiting the generality of the foregoing, the fact that an insurer under an applicable insurance policy delays or is unwilling to consent to such settlement or is or may be in breach of its obligations under such policy, or the fact that directors’ and officers’ liability insurance is otherwise unavailable or not maintained by the Company, may not be taken into account by the Company in determining whether to provide its consent. The Company shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed), enter into any settlement which (i) includes an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any monetary damages for which Indemnitee is not wholly and actually indemnified hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a party or may be otherwise entitled to seek indemnification hereunder, does not include the full release of Indemnitee from all liability in respect of such Proceeding. Further, the Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is party with respect to other parties (including the Company) if any portion of such settlement is to be funded from corporate insurance proceeds unless approved by (i) the written consent of Indemnitee or (ii) a majority of the independent directors of the Board; provided, however, that the right to constrain the Company’s use of corporate insurance as described in this section shall terminate at the time the Company concludes (per the terms of this Agreement) that (i) Indemnitee is not entitled to indemnification pursuant to this agreement, or (ii) such indemnification obligation to Indemnitee has been fully discharged by the Company.
Section 10.Procedure Upon Application for Indemnification.
(a)Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination.
Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or the Company, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
(b)If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the Independent Counsel shall be selected by the Board if a Change in Control shall not have occurred or, if a Change in Control shall have occurred, by Indemnitee. Indemnitee or the Company, as the case may be, may, within ten (10) days after written notice of such selection, deliver to the Company or Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 9(a), and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected without objection, either Indemnitee or the Company may petition the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a Person selected by the court or by such other Person as the court shall designate. The Person with respect to whom all objections are so resolved or the Person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
(c)Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).
Section 11.Presumptions and Effect of Certain Proceedings.
(a)To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making of any determination contrary to that presumption.
(b)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.
(c)Indemnitee shall be deemed to have acted in good faith if Indemnitee’s actions based on the records or books of account of the Company or any other Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, officers, agents or employees of the Company or any other Enterprise in the course of their duties, or on the advice of legal counsel for the Company or any other Enterprise or on information or records given or reports made to the Company or any other Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any other Enterprise. The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 11(c) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.
Section 12.Remedies of Indemnitee.
(a)Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following
the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b)Neither (i) the failure of the Company, its Board, any committee or subgroup of the Board, Independent Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the Board, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c)If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d)The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
(e)The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice.
(f)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.
Section 13.Non-exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.
(a)The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b)To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, managers, partners, officers, employees, agents or trustees of the Company or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, manager, partner, officer, employee, agent or trustee under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. Further, if requested by Indemnitee, within two business days of such request, the Company will instruct the insurance carriers and the Company’s insurance broker that they may communicate directly with Indemnitee regarding the Proceeding.
(c)In the event of a change of control or the Company’s becoming insolvent, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance--directors’ and officers’ liability, fiduciary, employment practices or otherwise--in respect of the individual directors and officers of the Company, for a fixed period of six years thereafter (a “Tail Policy”). Such coverage shall be non-cancellable and shall be placed and serviced for the duration of its term by the Company’s incumbent insurance broker. Such broker shall place the Tail policy with the incumbent insurance carriers using the policies that were in place at the time of the change of control event (unless the incumbent carriers will not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies).
(d)The Company hereby acknowledges that Indemnitee may have has certain rights to indemnification, advancement of expenses and/or insurance provided by Thoma Bravo and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines
and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Charter and/or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third-party beneficiaries of the terms of this Section 13(d).
(e)Except as provided in paragraph (d) above, in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(f)Except as provided in paragraph (d) above, the Company’s obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement from such other Enterprise.
Section 14.Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is a director or officer of the Company or, serves at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise and shall continue thereafter so long as Indemnitee shall be subject to any possible proceeding, claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Indemnitee was serving in the capacity referred to herein. For the avoidance of doubt, this Agreement shall provide for rights of indemnification and advancement of Expenses as set forth herein for any event or occurrence related to Indemnitee’s service for the Company, regardless of whether such events or occurrences occurred before or after the date of this Agreement. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement to the fullest extent permitted by law.
Section 15.Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16.Enforcement.
(a)The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.
(b)This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Section 17.Modification and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. No supplement, modification or amendment of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee prior to such supplement, modification or amendment.
Section 18.Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, reimbursement or advancement as provided hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise, unless, and then only to the extent that, the Company did not otherwise learn of the Proceeding and such delay is materially prejudicial to the Company’s ability to defend such Proceeding or matter; and, provided, further, that notice will be deemed to have been given without any action on the part of Indemnitee in the event the Company is a party to the same Proceeding.
Section 19.Notice by Company. If the Indemnitee is the subject of, or is, to the knowledge of the Company, implicated in any way during an investigation, whether formal or informal, that is related to Indemnitee’s Corporate Status and that reasonably could lead to a Proceeding for which indemnification can be provided under this Agreement, the Company shall notify the Indemnitee of such investigation and shall share (to the extent legally permissible) with Indemnitee any information it has provided to any third parties concerning the investigation (“Shared Information”). By executing this Agreement, Indemnitee agrees that such Shared Information is material non-public information that Indemnitee is obligated to hold in confidence and may not disclose publicly; provided, however, that Indemnitee may use the Shared Information and disclose such Shared Information to Indemnitee’s legal counsel and third parties, in each case solely in connection with defending Indemnitee from legal liability.
Section 20.Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii)
mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (iii) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (iv) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:
(a)If to Indemnitee, at such address as Indemnitee shall provide to the Company.
(b)If to the Company to:
MeridianLink, Inc.
3560 Hyland Avenue, Suite 200
Costa Mesa, CA 92626
Attention: General Counsel
or to any other address as may have been furnished to Indemnitee by the Company.
Section 21.Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transactions. The Company hereby agrees to fully indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company (other than Indemnitee) who may be jointly liable with Indemnitee.
Section 22.Internal Revenue Code Section 409A. The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10) of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation, subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as a service provider of the Company. The parties intend that this Agreement be interpreted and construed with such intent.
Section 23.Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 19 of this Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such
action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
Section 24.Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
Section 25.Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 26.Monetary Damages Insufficient/Specific Enforcement. The Company and Indemnitee agree that a monetary remedy for breach of this Agreement may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm (having agreed that actual and irreparable harm will result in not forcing the Company to specifically perform its obligations pursuant to this Agreement) and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the Court, and the Company hereby waives any such requirement of a bond or undertaking. If Indemnitee seeks mandatory injunctive relief, it shall not be a defense to enforcement of the Company’s obligations set forth in this Agreement that Indemnitee has an adequate remedy at law for damages.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.
MERIDIANLINK, INC.
By:
Name:
Title:
[NAME]
[Signature Page to Indemnification Agreement]
Exhibit 31.1
Certification of Principal Executive Officer
Pursuant to SEC Rule 13a-14(a)/15d-14(a)
I, Nicolaas Vlok, certify that:
1. I have reviewed this quarterly report on Form 10-Q of MeridianLink, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 7, 2024
/s/ Nicolaas Vlok
Name: Nicolaas Vlok
Title: Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
Certification of Principal Financial Officer
Pursuant to SEC Rule 13a-14(a)/15d-14(a)
I, Elias Olmeta, certify that:
1. I have reviewed this quarterly report on Form 10-Q of MeridianLink, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 7, 2024
/s/ Elias Olmeta
Name: Elias Olmeta
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
Exhibit 32.1
Certification of Principal Executive Officer
Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report on Form 10-Q of MeridianLink, Inc. (the “Company”) for the period ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Nicolaas Vlok, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Nicolaas Vlok
Name: Nicolaas Vlok
Title: Chief Executive Officer
(Principal Executive Officer)
November 7, 2024
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Exhibit 32.2
Certification of Principal Financial Officer
Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report on Form 10-Q of MeridianLink, Inc. (the “Company”) for the period ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Elias Olmeta, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Elias Olmeta
Name: Elias Olmeta
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
November 7, 2024
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
v3.24.3
Cover Page - shares
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9 Months Ended |
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Sep. 30, 2024 |
Oct. 31, 2024 |
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MeridianLink, Inc.
|
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DE
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82-4844620
|
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3560 Hyland Avenue
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Suite 200
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Costa Mesa
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CA
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92626
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MLNK
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NYSE
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v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
| Current assets: |
|
|
| Cash and cash equivalents |
$ 82,266
|
$ 80,441
|
| Accounts receivable, net |
38,868
|
32,412
|
| Prepaid expenses and other current assets |
12,309
|
11,574
|
| Total current assets |
133,443
|
124,427
|
| Property and equipment, net |
2,362
|
3,337
|
| Right of use assets, net |
639
|
1,140
|
| Intangible assets, net |
214,125
|
251,060
|
| Goodwill |
610,063
|
610,063
|
| Other assets |
7,311
|
6,224
|
| Total assets |
967,943
|
996,251
|
| Current liabilities: |
|
|
| Accounts payable |
6,165
|
4,405
|
| Accrued liabilities |
31,914
|
30,673
|
| Deferred revenue |
29,767
|
17,224
|
| Current portion of debt, net of debt issuance costs |
3,773
|
3,542
|
| Total current liabilities |
71,619
|
55,844
|
| Debt, net of debt issuance costs |
466,137
|
420,004
|
| Deferred tax liabilities, net |
11,369
|
10,823
|
| Long-term deferred revenue |
160
|
792
|
| Other long-term liabilities |
336
|
541
|
| Total liabilities |
549,621
|
488,004
|
| Commitments and contingencies (Note 5) |
|
|
| Stockholders’ Equity: |
|
|
| Preferred stock, $0.001 par value; 50,000,000 shares authorized; zero shares issued and outstanding at September 30, 2024 and December 31, 2023 |
0
|
0
|
| Common stock, $0.001 par value; 600,000,000 shares authorized, 75,107,642 and 78,447,701 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively |
126
|
129
|
| Additional paid-in capital |
692,285
|
654,634
|
| Accumulated deficit |
(274,089)
|
(146,516)
|
| Total stockholders’ equity |
418,322
|
508,247
|
| Total liabilities and stockholders’ equity |
$ 967,943
|
$ 996,251
|
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v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
|
Sep. 30, 2024 |
Dec. 31, 2023 |
| Statement of Financial Position [Abstract] |
|
|
| Preferred stock, par value (in dollars per share) |
$ 0.001
|
$ 0.001
|
| Preferred stock, shares authorized (in shares) |
50,000,000
|
50,000,000
|
| Preferred stock, shares issued (in shares) |
0
|
0
|
| Preferred stock, shares outstanding (in shares) |
0
|
0
|
| Common stock, par value (in dollars per share) |
$ 0.001
|
$ 0.001
|
| Common stock, shares authorized (in shares) |
600,000,000
|
600,000,000
|
| Common stock, shares issued (in shares) |
75,107,642
|
78,447,701
|
| Common stock, shares outstanding (in shares) |
75,107,642
|
78,447,701
|
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v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Income Statement [Abstract] |
|
|
|
|
| Revenues, net |
$ 80,369
|
$ 76,488
|
$ 236,861
|
$ 229,038
|
| Cost of revenues: |
|
|
|
|
| Subscription and services |
22,790
|
22,488
|
67,507
|
69,973
|
| Amortization of developed technology |
4,860
|
4,524
|
14,392
|
13,488
|
| Total cost of revenues |
27,650
|
27,012
|
81,899
|
83,461
|
| Gross profit |
52,719
|
49,476
|
154,962
|
145,577
|
| Operating expenses: |
|
|
|
|
| General and administrative |
29,649
|
23,218
|
84,065
|
70,182
|
| Research and development |
10,019
|
11,248
|
29,409
|
36,814
|
| Sales and marketing |
10,492
|
9,441
|
32,495
|
26,212
|
| Restructuring related costs |
0
|
0
|
4,179
|
3,621
|
| Total operating expenses |
50,160
|
43,907
|
150,148
|
136,829
|
| Operating income |
2,559
|
5,569
|
4,814
|
8,748
|
| Other (income) expense, net: |
|
|
|
|
| Interest and other income |
(1,371)
|
(1,342)
|
(3,963)
|
(2,596)
|
| Interest expense |
10,165
|
9,780
|
29,544
|
28,127
|
| Total other expense, net |
8,794
|
8,438
|
25,581
|
25,531
|
| Loss before income taxes |
(6,235)
|
(2,869)
|
(20,767)
|
(16,783)
|
| Provision for (benefit from) income taxes |
816
|
(800)
|
1,260
|
(3,818)
|
| Net loss |
$ (7,051)
|
$ (2,069)
|
$ (22,027)
|
$ (12,965)
|
| Net loss per share: |
|
|
|
|
| Basic (in dollars per share) |
$ (0.09)
|
$ (0.03)
|
$ (0.29)
|
$ (0.16)
|
| Diluted (in dollars per share) |
$ (0.09)
|
$ (0.03)
|
$ (0.29)
|
$ (0.16)
|
| Weighted average common stock outstanding: |
|
|
|
|
| Basic (in shares) |
75,631,670
|
81,073,915
|
76,495,022
|
80,883,310
|
| Diluted (in shares) |
75,631,670
|
81,073,915
|
76,495,022
|
80,883,310
|
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-Section 65
-Paragraph 1
-Subparagraph (f)
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-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
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-Section 50
-Paragraph 8
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-Paragraph 3
-Subparagraph (a)
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-Paragraph 1
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v3.24.3
CONDENSED CONSOLIDATED STATEMENTS STOCKHOLDERS’ EQUITY - USD ($)
$ in Thousands |
Total |
Restricted stock awards |
Restricted Stock Units |
Common Stock |
Common Stock
Restricted stock awards
|
Common Stock
Restricted Stock Units
|
Additional Paid-in Capital |
Accumulated Deficit |
| Beginning balance (in shares) at Dec. 31, 2022 |
|
|
|
80,644,452
|
|
|
|
|
| Beginning balance at Dec. 31, 2022 |
$ 579,091
|
|
|
$ 128
|
|
|
$ 621,396
|
$ (42,433)
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
| Vesting of restricted stock (in shares) |
|
|
|
|
59,558
|
65,770
|
|
|
| Vesting of restricted stock |
|
$ 4
|
|
|
$ 4
|
|
|
|
| Issuance of common stock due to exercise of stock options (in shares) |
|
|
|
97,412
|
|
|
|
|
| Issuance of common stock due to exercise of stock options |
594
|
|
|
|
|
|
594
|
|
| Shares withheld related to net share settlement of RSUs (in shares) |
|
|
|
(1,769)
|
|
|
|
|
| Shares withheld related to net share settlement of RSUs |
(24)
|
|
|
|
|
|
(24)
|
|
| Repurchases of common stock (in shares) |
|
|
|
(228,529)
|
|
|
|
|
| Repurchases of common stock |
(3,499)
|
|
|
|
|
|
|
(3,499)
|
| Share-based compensation expense |
4,939
|
|
|
|
|
|
4,939
|
|
| Net loss |
(5,666)
|
|
|
|
|
|
|
(5,666)
|
| Ending balance (in shares) at Mar. 31, 2023 |
|
|
|
80,636,894
|
|
|
|
|
| Ending balance at Mar. 31, 2023 |
575,439
|
|
|
$ 132
|
|
|
626,905
|
(51,598)
|
| Beginning balance (in shares) at Dec. 31, 2022 |
|
|
|
80,644,452
|
|
|
|
|
| Beginning balance at Dec. 31, 2022 |
$ 579,091
|
|
|
$ 128
|
|
|
621,396
|
(42,433)
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
| Repurchases of common stock (in shares) |
(2,182,215)
|
|
|
|
|
|
|
|
| Repurchases of common stock |
$ (35,822)
|
|
|
|
|
|
|
|
| Net loss |
(12,965)
|
|
|
|
|
|
|
|
| Ending balance (in shares) at Sep. 30, 2023 |
|
|
|
79,627,213
|
|
|
|
|
| Ending balance at Sep. 30, 2023 |
553,766
|
|
|
$ 130
|
|
|
644,854
|
(91,218)
|
| Beginning balance (in shares) at Mar. 31, 2023 |
|
|
|
80,636,894
|
|
|
|
|
| Beginning balance at Mar. 31, 2023 |
575,439
|
|
|
$ 132
|
|
|
626,905
|
(51,598)
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
| Vesting of restricted stock (in shares) |
|
|
|
|
3,497
|
575,623
|
|
|
| Issuance of common stock due to exercise of stock options (in shares) |
|
|
|
51,105
|
|
|
|
|
| Issuance of common stock due to exercise of stock options |
431
|
|
|
|
|
|
431
|
|
| Issuance of common stock through employee stock purchase plan (in shares) |
|
|
|
61,759
|
|
|
|
|
| Issuance of common stock through employee stock purchase plan |
793
|
|
|
|
|
|
793
|
|
| Shares withheld related to net share settlement of RSUs (in shares) |
|
|
|
(53,240)
|
|
|
|
|
| Shares withheld related to net share settlement of RSUs |
(1,026)
|
|
|
|
|
|
(1,026)
|
|
| Repurchases of common stock (in shares) |
|
|
|
(107,978)
|
|
|
|
|
| Repurchases of common stock |
(1,646)
|
|
|
|
|
|
|
(1,646)
|
| Share-based compensation expense |
9,090
|
|
|
|
|
|
9,090
|
|
| Net loss |
(5,230)
|
|
|
|
|
|
|
(5,230)
|
| Ending balance (in shares) at Jun. 30, 2023 |
|
|
|
81,167,660
|
|
|
|
|
| Ending balance at Jun. 30, 2023 |
577,851
|
|
|
$ 132
|
|
|
636,193
|
(58,474)
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
| Vesting of restricted stock (in shares) |
|
|
|
|
|
222,316
|
|
|
| Issuance of common stock due to exercise of stock options (in shares) |
|
|
|
99,914
|
|
|
|
|
| Issuance of common stock due to exercise of stock options |
608
|
|
|
|
|
|
608
|
|
| Shares withheld related to net share settlement of RSUs (in shares) |
|
|
|
(16,969)
|
|
|
|
|
| Shares withheld related to net share settlement of RSUs |
$ (353)
|
|
|
|
|
|
(353)
|
|
| Repurchases of common stock (in shares) |
(1,845,708)
|
|
|
(1,845,708)
|
|
|
|
|
| Repurchases of common stock |
$ (30,677)
|
|
|
$ (2)
|
|
|
|
(30,675)
|
| Share-based compensation expense |
8,406
|
|
|
|
|
|
8,406
|
|
| Net loss |
(2,069)
|
|
|
|
|
|
|
(2,069)
|
| Ending balance (in shares) at Sep. 30, 2023 |
|
|
|
79,627,213
|
|
|
|
|
| Ending balance at Sep. 30, 2023 |
553,766
|
|
|
$ 130
|
|
|
644,854
|
(91,218)
|
| Beginning balance (in shares) at Dec. 31, 2023 |
|
|
|
78,447,701
|
|
|
|
|
| Beginning balance at Dec. 31, 2023 |
508,247
|
|
|
$ 129
|
|
|
654,634
|
(146,516)
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
| Vesting of restricted stock (in shares) |
|
|
|
|
|
261,847
|
|
|
| Issuance of common stock due to exercise of stock options (in shares) |
|
|
|
26,856
|
|
|
|
|
| Issuance of common stock due to exercise of stock options |
191
|
|
|
|
|
|
191
|
|
| Shares withheld related to net share settlement of RSUs (in shares) |
|
|
|
8,440
|
|
|
|
|
| Shares withheld related to net share settlement of RSUs |
(294)
|
|
|
|
|
|
(294)
|
|
| Repurchases of common stock (in shares) |
|
|
|
(2,406,015)
|
|
|
|
|
| Repurchases of common stock |
(44,377)
|
|
|
$ (2)
|
|
|
|
(44,375)
|
| Share-based compensation expense |
7,872
|
|
|
|
|
|
7,872
|
|
| Net loss |
(5,306)
|
|
|
|
|
|
|
(5,306)
|
| Ending balance (in shares) at Mar. 31, 2024 |
|
|
|
76,338,829
|
|
|
|
|
| Ending balance at Mar. 31, 2024 |
466,333
|
|
|
$ 127
|
|
|
662,403
|
(196,197)
|
| Beginning balance (in shares) at Dec. 31, 2023 |
|
|
|
78,447,701
|
|
|
|
|
| Beginning balance at Dec. 31, 2023 |
$ 508,247
|
|
|
$ 129
|
|
|
654,634
|
(146,516)
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
| Issuance of common stock due to exercise of stock options (in shares) |
343,742
|
|
|
|
|
|
|
|
| Issuance of common stock through employee stock purchase plan (in shares) |
69,899
|
|
|
|
|
|
|
|
| Repurchases of common stock (in shares) |
(2,922,898)
|
|
|
|
|
|
|
|
| Repurchases of common stock |
$ (105,551)
|
|
|
|
|
|
|
|
| Net loss |
(22,027)
|
|
|
|
|
|
|
|
| Ending balance (in shares) at Sep. 30, 2024 |
|
|
|
75,107,642
|
|
|
|
|
| Ending balance at Sep. 30, 2024 |
418,322
|
|
|
$ 126
|
|
|
692,285
|
(274,089)
|
| Beginning balance (in shares) at Mar. 31, 2024 |
|
|
|
76,338,829
|
|
|
|
|
| Beginning balance at Mar. 31, 2024 |
466,333
|
|
|
$ 127
|
|
|
662,403
|
(196,197)
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
| Vesting of restricted stock (in shares) |
|
|
|
|
|
924,333
|
|
|
| Vesting of restricted stock |
|
|
$ 1
|
|
|
$ 1
|
|
|
| Issuance of common stock due to exercise of stock options (in shares) |
|
|
|
86,350
|
|
|
|
|
| Issuance of common stock due to exercise of stock options |
531
|
|
|
|
|
|
531
|
|
| Issuance of common stock through employee stock purchase plan (in shares) |
|
|
|
69,899
|
|
|
|
|
| Issuance of common stock through employee stock purchase plan |
944
|
|
|
|
|
|
944
|
|
| Shares withheld related to net share settlement of RSUs (in shares) |
|
|
|
(91,589)
|
|
|
|
|
| Shares withheld related to net share settlement of RSUs |
(1,382)
|
|
|
|
|
|
(1,382)
|
|
| Repurchases of common stock (in shares) |
|
|
|
(1,553,894)
|
|
|
|
|
| Repurchases of common stock |
(29,916)
|
|
|
$ (2)
|
|
|
|
(29,914)
|
| Share-based compensation expense |
12,695
|
|
|
|
|
|
12,695
|
|
| Net loss |
(9,670)
|
|
|
|
|
|
|
(9,670)
|
| Ending balance (in shares) at Jun. 30, 2024 |
|
|
|
75,773,928
|
|
|
|
|
| Ending balance at Jun. 30, 2024 |
439,536
|
|
|
$ 126
|
|
|
675,191
|
(235,781)
|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] |
|
|
|
|
|
|
|
|
| Vesting of restricted stock (in shares) |
|
|
|
|
|
529,912
|
|
|
| Vesting of restricted stock |
|
|
$ 1
|
|
|
$ 1
|
|
|
| Issuance of common stock due to exercise of stock options (in shares) |
|
|
|
230,535
|
|
|
|
|
| Issuance of common stock due to exercise of stock options |
4,006
|
|
|
|
|
|
4,006
|
|
| Shares withheld related to net share settlement of RSUs (in shares) |
|
|
|
(57,729)
|
|
|
|
|
| Shares withheld related to net share settlement of RSUs |
$ (1,234)
|
|
|
|
|
|
(1,234)
|
|
| Repurchases of common stock (in shares) |
(1,369,004)
|
|
|
(1,369,004)
|
|
|
|
|
| Repurchases of common stock |
$ (31,258)
|
|
|
$ (1)
|
|
|
|
(31,257)
|
| Share-based compensation expense |
14,322
|
|
|
|
|
|
14,322
|
|
| Net loss |
(7,051)
|
|
|
|
|
|
|
(7,051)
|
| Ending balance (in shares) at Sep. 30, 2024 |
|
|
|
75,107,642
|
|
|
|
|
| Ending balance at Sep. 30, 2024 |
$ 418,322
|
|
|
$ 126
|
|
|
$ 692,285
|
$ (274,089)
|
| X |
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-Section 50
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Reference 31: http://www.xbrl.org/2003/role/exampleRef
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v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Cash flows from operating activities: |
|
|
| Net loss |
$ (22,027)
|
$ (12,965)
|
| Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
| Depreciation and amortization |
43,689
|
43,388
|
| Provision for expected credit losses |
604
|
627
|
| Amortization of debt issuance costs |
747
|
897
|
| Share-based compensation expense |
34,683
|
22,216
|
| Deferred income taxes |
546
|
(4,507)
|
| Loss on disposal of property and equipment |
90
|
0
|
| Changes in operating assets and liabilities, net of acquisitions: |
|
|
| Accounts receivable |
(7,060)
|
(1,726)
|
| Prepaid expenses and other assets |
(1,896)
|
(4,595)
|
| Accounts payable |
1,758
|
3,632
|
| Accrued liabilities |
944
|
(782)
|
| Deferred revenue |
11,911
|
9,301
|
| Net cash provided by operating activities |
63,989
|
55,486
|
| Cash flows from investing activities: |
|
|
| Capitalized software additions |
(5,483)
|
(7,004)
|
| Purchases of property and equipment |
(213)
|
(347)
|
| Return of escrow deposit |
0
|
30,000
|
| Funds received in connection with former business combination |
0
|
1,219
|
| Acquisition, net of cash acquired – Beanstalk Networks LLC |
0
|
326
|
| Net cash (used in) provided by investing activities |
(5,696)
|
24,194
|
| Cash flows from financing activities: |
|
|
| Repurchases of common stock |
(104,847)
|
(35,660)
|
| Proceeds from exercise of stock options |
4,728
|
1,633
|
| Proceeds from employee stock purchase plan |
944
|
793
|
| Taxes paid related to net share settlement of restricted stock units |
(2,910)
|
(1,403)
|
| Principal payments of debt |
(3,468)
|
(3,263)
|
| Proceeds from debt |
50,000
|
0
|
| Payments of debt issuance costs |
(840)
|
0
|
| Payments of deferred offering costs |
(75)
|
0
|
| Net cash used in financing activities |
(56,468)
|
(37,900)
|
| Net increase in cash and cash equivalents |
1,825
|
41,780
|
| Cash and cash equivalents, beginning of period |
80,441
|
55,780
|
| Cash and cash equivalents, end of period |
82,266
|
97,560
|
| Supplemental disclosures of cash flow information: |
|
|
| Cash paid for interest |
28,988
|
27,498
|
| Cash paid for income taxes |
455
|
2,610
|
| Non-cash investing and financing activities: |
|
|
| Shares withheld with respect to net settlement of restricted stock units |
2,910
|
1,403
|
| Purchase price allocation adjustment for Beanstalk Networks LLC acquisition |
0
|
757
|
| Excise taxes payable included in repurchases of common stock |
704
|
162
|
| Share-based compensation expense included in capitalized software additions |
206
|
219
|
| Purchase price allocation adjustment related to income tax effects for StreetShares acquisition |
0
|
245
|
| Purchases of property and equipment included in accounts payable and accrued liabilities |
46
|
611
|
| Vesting of restricted stock awards and restricted stock units |
$ 2
|
$ 4
|
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-Name Accounting Standards Codification
-Section S99
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-Publisher FASB
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-Subparagraph (c)
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-Section 50
-Paragraph 28
-Subparagraph (f)
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-Paragraph 1
-Subparagraph (f)
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v3.24.3
Organization and Description of Business
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
| Organization and Description of Business |
Organization and Description of Business MeridianLink, Inc., and its wholly-owned subsidiaries, (collectively, the “Company”) provides secure, cloud-based digital solutions that transform the ways in which traditional and emerging financial services providers engage with account holders and end users. The Company sells its solutions to financial institutions, including banks, credit unions, mortgage lenders, specialty lending providers, and consumer reporting agencies. The Company delivers its solutions to the substantial majority of its customers using a software-as-a-service (“SaaS”) model under which its customers pay subscription fees for the use of the Company’s solutions. The Company is headquartered in Costa Mesa, California.
|
| X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.3
Significant Accounting Policies
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Accounting Policies [Abstract] |
|
| Significant Accounting Policies |
Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. The interim condensed consolidated balance sheet as of September 30, 2024, the condensed consolidated statements of operations and stockholders’ equity for the three and nine months ended September 30, 2024 and 2023, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s condensed consolidated financial position as of September 30, 2024, its condensed consolidated results of operations for the three and nine months ended September 30, 2024 and 2023 and its cash flows for the nine months ended September 30, 2024 and 2023. The financial data and the other financial information disclosed in the notes to the condensed consolidated financial statements related to the three and nine months ended September 30, 2024 and 2023 and as of September 30, 2024, are also unaudited. The condensed consolidated balance sheet as of December 31, 2023, included herein, and financial information as of December 31, 2023, disclosed in the notes to the condensed consolidated financial statements was derived from the audited consolidated financial statements as of that date. The condensed consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future annual or interim period. These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 12, 2024 (“2023 Annual Report on Form 10-K”). Operating and Reportable Segment The Company operates and manages its business and financial information on a consolidated basis for the purposes of evaluating financial performance and the allocation of resources. The Company's management determined that it operates in one operating and reportable segment that is focused exclusively on providing cloud-based digital solutions in the United States. In reaching this conclusion, management considers the definition of the chief operating decision maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, and how that information is used to make operating decisions, allocate resources, and assess performance. The Company's CODM is the chief executive officer. The results of operations provided to and analyzed by the CODM are at the consolidated level, and accordingly, key resource decisions and assessment of performance are performed at the consolidated level. The Company assesses its determination of operating segments at least annually. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses. Certain items subject to such estimates include the fair value of acquired intangible assets; the capitalization of software development costs; the useful lives of long-lived intangible assets; impairment of goodwill and long-lived assets; and income taxes, including the valuation allowance for deferred income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from those estimates. Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2, “Significant Accounting Policies” in the Company’s 2023 Annual Report on Form 10-K. There have been no changes to the Company’s significant accounting policies described in the Company’s 2023 Annual Report on Form 10-K that have had a material impact on its condensed consolidated financial statements and related notes. Accounting Pronouncements Not Yet Adopted The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” Accounting Standard Update (“ASU”) 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2025, on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its condensed consolidated financial statements and related disclosures. ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” ASU 2023-07 requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the CODM, and requires companies with a single reportable segment to provide all disclosures required by Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and companies are required to apply the ASU retrospectively to all periods presented. The Company is currently evaluating the impact that adoption of this standard will have on its condensed consolidated financial statements and related disclosures.
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v3.24.3
Revenue Recognition
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Revenue from Contract with Customer [Abstract] |
|
| Revenue Recognition |
Revenue Recognition Disaggregation of Revenue The following table disaggregates the Company’s net revenues by solution type (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | | | 2024 | | 2023 | | 2024 | | 2023 | | | | | | | Lending Software Solutions | $ | 63,005 | | | $ | 58,949 | | | $ | 185,552 | | | $ | 172,728 | | | | | | | | Data Verification Software Solutions | 17,364 | | | 17,539 | | | 51,309 | | | 56,310 | | | | | | | | | Total | $ | 80,369 | | | $ | 76,488 | | | $ | 236,861 | | | $ | 229,038 | | | | | | | |
The following table disaggregates the Company’s net revenues by major source (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | | | 2024 | | 2023 | | 2024 | | 2023 | | | | | | | | Subscription fees | $ | 67,344 | | | $ | 64,613 | | | $ | 199,202 | | | $ | 194,788 | | | | | | | | | Professional services | 10,146 | | | 8,706 | | | 28,715 | | | 26,143 | | | | | | | | | Other | 2,879 | | | 3,169 | | | 8,944 | | | 8,107 | | | | | | | | | Total | $ | 80,369 | | | $ | 76,488 | | | $ | 236,861 | | | $ | 229,038 | | | | | | | |
Contract Balances The following table presents amounts related to customer contract-related arrangements, which are included on the condensed consolidated balance sheets as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | As of September 30, | | As of January 1, | | As of September 30, | | As of January 1, | | 2024 | | 2024 | | 2023 | | 2023 | Accounts receivable, net | $ | 36,893 | | | $ | 30,314 | | | $ | 31,751 | | | $ | 29,010 | | | Unbilled receivables | 1,975 | | | 2,098 | | | 2,245 | | | 3,895 | | | Accounts receivable, net | $ | 38,868 | | | $ | 32,412 | | | $ | 33,996 | | | $ | 32,905 | | | | | | | | | | | Deferred revenue, current | $ | 29,767 | | | $ | 17,224 | | | $ | 26,694 | | | $ | 16,945 | | | Long-term deferred revenue | $ | 160 | | | $ | 792 | | | $ | 692 | | | $ | 1,141 | |
Unbilled receivables primarily result from revenue being recognized when or as control of a solution or service is transferred to the customer, but where invoicing is contingent upon the completion of other performance obligations or where the contract provides that payment timing differs from the provisioning of services. Unbilled receivables and accounts receivable, net of the allowance for expected credit losses, are included within accounts receivable, net on the Company’s consolidated balance sheets. Accounts receivable and unbilled receivables will increase or decrease based on the timing of invoices, customer payments, and recognition of revenue. Deferred Revenue The balance of deferred revenue will increase or decrease based on the timing of invoices and recognition of revenue. Significant changes in our deferred revenue balances during the nine months ended September 30, 2024 and 2023 were as follows (in thousands): | | | | | | | | | | | | | | | As of September 30, | | 2024 | | 2023 | | | | Deferred revenue, beginning balance | $ | 18,016 | | | $ | 18,086 | | | | | Billing of transaction consideration | 248,772 | | | 238,338 | | | | | Revenue recognized | (236,861) | | | (229,038) | | | | | Deferred revenue, ending balance | $ | 29,927 | | | $ | 27,386 | | | | | Deferred revenue, current | $ | 29,767 | | | $ | 26,694 | | | | | Long-term deferred revenue | 160 | | | 692 | | | | | Total deferred revenue | $ | 29,927 | | | $ | 27,386 | | | |
Accounts Receivable and Allowance for Credit Losses A rollforward of the Company’s allowance for expected credit losses balance for the nine months ended September 30, 2024, and 2023, is as follows (in thousands): | | | | | | | | | | | | | | | | | As of September 30, | | | | | | 2024 | | 2023 | | | | | | Allowance for expected credit losses, beginning balance | $ | 514 | | | $ | 165 | | | | | | | Provision for expected credit losses | 604 | | | 627 | | | | | | | Write offs, net | (456) | | | (375) | | | | | | | Allowance for expected credit losses, ending balance | $ | 662 | | | $ | 417 | | | | | |
Assets Recognized from Costs to Obtain a Contract with a Customer Current costs for assets recognized from costs to obtain a contract with a customer are included in prepaid expenses and other current assets, and non-current costs are included in other assets on the accompanying condensed consolidated balance sheets. The following table represents the changes in assets recognized from costs to obtain a contract with a customer, or contract cost assets (in thousands): | | | | | | | | | | | | | | | As of September 30, | | 2024 | | 2023 | | | | Beginning balance | $ | 8,018 | | | $ | 6,539 | | | | | Additions | 3,927 | | | 3,570 | | | | | Amortization | (3,011) | | | (2,423) | | | | | Ending balance | $ | 8,934 | | | $ | 7,686 | | | | | Contract cost assets, current | $ | 4,111 | | | $ | 3,642 | | | | | Contract cost assets, noncurrent | 4,823 | | | 4,044 | | | | Total contract cost assets | $ | 8,934 | | | $ | 7,686 | | | |
There was no impairment of contract cost assets during the three and nine months ended September 30, 2024, and 2023.
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v3.24.3
Balance Sheet Components
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
| Balance Sheet Components |
Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): | | | | | | | | | | | | | As of September 30, | | As of December 31, | | 2024 | | 2023 | | Prepaid expenses | $ | 7,422 | | | $ | 5,762 | | Contract cost assets, current | 4,111 | | | 3,782 | | | | | | | | | | | Income tax receivable | 322 | | | 961 | | | Other | 454 | | | 1,069 | | | Total prepaid expenses and other current assets | $ | 12,309 | | | $ | 11,574 | |
Cloud Computing Arrangements Current costs for capitalized deferred implementation costs are included in prepaid expenses and other current assets, and non-current costs are included in other assets on the accompanying condensed consolidated balance sheets. Capitalized deferred implementation costs for cloud computing arrangements consisted of the following (in thousands): | | | | | | | | | | | | | As of September 30, | | As of December 31, | | 2024 | | 2023 | Capitalized deferred implementation costs | $ | 2,299 | | | $ | 1,779 | | Accumulated amortization | (280) | | | (208) | | Capitalized deferred implementation costs, net | $ | 2,019 | | | $ | 1,571 | |
Amortization expense for capitalized deferred implementation costs was immaterial for the three and nine months ended September 30, 2024, and 2023. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): | | | | | | | | | | | | | As of September 30, | | As of December 31, | | 2024 | | 2023 | | Computer equipment and software | $ | 8,055 | | | $ | 8,794 | | | Leasehold improvements | 2,424 | | | 2,732 | | | Office equipment and furniture | 990 | | | 990 | | | | | | | Total | 11,469 | | | 12,516 | | Accumulated depreciation | (9,107) | | | (9,179) | | | Property and equipment, net | $ | 2,362 | | | $ | 3,337 | |
Depreciation expense amounted to $0.3 million, and $0.5 million for the three months ended September 30, 2024 and 2023, respectively. Depreciation expense amounted to $1.1 million, and $1.5 million for the nine months ended September 30, 2024 and 2023, respectively. Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): | | | | | | | | | | | | | | | | | | | As of September 30, 2024 | | Gross Amount | | Accumulated Amortization | | Net Carrying Amount | | Customer relationships | $ | 343,300 | | | $ | (192,125) | | | $ | 151,175 | | | Developed technology | 96,400 | | | (60,457) | | | 35,943 | | | Trademarks | 24,975 | | | (14,660) | | | 10,315 | | | Non-competition agreements | 5,500 | | | (2,478) | | | 3,022 | | | Capitalized software | 34,686 | | | (21,016) | | | 13,670 | | | Total intangible assets, net | $ | 504,861 | | | $ | (290,736) | | | $ | 214,125 | |
| | | | | | | | | | | | | | | | | | | As of December 31, 2023 | | Gross Amount | | Accumulated Amortization | | Net Carrying Amount | | Customer relationships | $ | 343,300 | | | $ | (166,485) | | | $ | 176,815 | | | Developed technology | 96,400 | | | (52,039) | | | 44,361 | | | Trademarks | 24,975 | | | (12,803) | | | 12,172 | | | Non-competition agreements | 5,500 | | | (1,743) | | | 3,757 | | | Capitalized software | 28,997 | | | (15,042) | | | 13,955 | | | Total intangible assets, net | $ | 499,172 | | | $ | (248,112) | | | $ | 251,060 | |
For the three months ended September 30, 2024 and 2023, the Company capitalized $1.9 million and $2.5 million, respectively, related to internally developed software. For the nine months ended September 30, 2024 and 2023, the Company capitalized $5.7 million and $7.2 million, respectively, related to internally developed software costs. The weighted average remaining useful lives for intangible assets as of September 30, 2024, were as follows: | | | | | | | Weighted Average Remaining Useful Life (in years) | | Customer relationships | 5 | | Developed technology | 6 | | Trademarks | 4 | | Non-competition agreements | 3 | | Capitalized software | 2 |
Amortization expense related to intangible assets was as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | | Cost of revenues | $ | 4,860 | | | $ | 4,524 | | | $ | 14,392 | | | $ | 13,488 | | | | | General and administrative expense | 9,407 | | | 9,419 | | | 28,232 | | | 28,420 | | | | | Total amortization expense | $ | 14,267 | | | $ | 13,943 | | | $ | 42,624 | | | $ | 41,908 | | | | | | | | | | | | | |
The estimated future amortization of intangible assets as of September 30, 2024, was as follows (in thousands): | | | | | | Years ending December 31, | | | 2024 (remaining three months) | $ | 14,270 | | | 2025 | 51,948 | | | 2026 | 46,133 | | | 2027 | 42,997 | | | 2028 | 24,911 | | | Thereafter | 33,866 | | | Total amortization expense | $ | 214,125 | |
No impairment of long-lived assets was recorded during the three and nine months ended September 30, 2024 or 2023. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): | | | | | | | | | | | | | As of September 30, | | As of December 31, | | 2024 | | 2023 | | Accrued payroll and payroll-related expenses | $ | 8,717 | | | $ | 9,501 | | | Accrued operating costs | 5,624 | | | 3,655 | | | Accrued bonuses | 6,006 | | | 6,424 | | | Sales tax liabilities from acquisitions | 3,383 | | | 3,383 | | | Accrued costs of revenues | 3,139 | | | 2,003 | | | Customer deposits | 760 | | | 1,302 | | | Excise taxes payable | 1,082 | | | 379 | | | Operating lease liabilities – current | 422 | | | 773 | | | Other sales tax liabilities | 504 | | | 404 | | | User conference accrual | 47 | | | 1,073 | | | Other accrued liabilities | 2,230 | | | 1,776 | | | Total accrued liabilities | $ | 31,914 | | | $ | 30,673 | |
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v3.24.3
Commitments and Contingencies
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Commitments and Contingencies Disclosure [Abstract] |
|
| Commitments and Contingencies |
Commitments and Contingencies Legal Matters The Company is, and from time to time may be, involved in legal proceedings and claims arising out of the Company’s operations in the ordinary course of business. The Company accrues estimates for resolution of legal proceedings and other contingencies when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss is reasonably estimable. Management is not currently aware of any legal proceedings or claims against it that could have a material adverse effect on the financial position, results of operations, or cash flows of the Company. During the nine months ended September 30, 2024, the Company incurred estimated settlement charges amounting to $1.5 million related to the expected settlements of class action litigation claims. These matters became probable and estimable during the three months ended June 30, 2024, which is the same period that settlements regarding these matters were proposed. In July 2024, settlement was finalized and paid for one of the claims equal to the amount that was accrued as of June 30, 2024. As of September 30, 2024, the Company does not anticipate that final payment of the remaining estimated claim will be materially different from the estimate accrued. Other Contractual Commitments The Company’s contractual commitments primarily consist of third-party cloud infrastructure agreements and service subscription arrangements used to support operations at the enterprise level. Future minimum payments under the Company’s non-cancelable purchase commitments as of September 30, 2024, are as follows (in thousands): | | | | | | | Contractual Commitments | | Years ending December 31, | | | | | 2024 (remaining three months) | $ | 1,095 | | | 2025 | 4,831 | | | 2026 | 4,716 | | | 2027 | 3,141 | | | Thereafter | — | | | Total | $ | 13,783 | | | |
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-Subparagraph (a)
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v3.24.3
Debt
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Debt Disclosure [Abstract] |
|
| Debt |
Debt Debt consisted of the following (in thousands): | | | | | | | | | | | | | As of September 30, | | As of December 31, | | 2024 | | 2023 | 2021 Term Loan | $ | 473,919 | | | $ | 427,388 | | Debt issuance costs | (4,009) | | | (3,842) | | Total debt, net | 469,910 | | | 423,546 | | | Less: Current portion of debt | | | | | 2021 Term Loan | 4,763 | | | 4,350 | | Debt issuance costs | (990) | | | (808) | | Total current portion of debt, net | 3,773 | | | 3,542 | | Total non-current portion of debt, net | $ | 466,137 | | | $ | 420,004 | | | | | |
Amortization of debt issuance costs was $0.3 million and $0.2 million for the three months ended September 30, 2024 and 2023, respectively, and $0.7 million and $0.9 million for the nine months ended September 30, 2024, and 2023, respectively. Total interest expense, excluding amortization of debt issuance costs, was $9.9 million and $9.6 million for the three months ended September 30, 2024 and 2023, respectively, and $28.8 million and $27.4 million for the nine months ended September 30, 2024 and 2023, respectively. 2021 Credit Agreement The credit agreement dated as of November 10, 2021, as amended (the “2021 Credit Agreement”), provides for a term loan facility (the “2021 Term Loan”) with an aggregate principal amount of $476.3 million and a revolving credit facility (the “2021 Revolving Credit Facility”) in an aggregate principal amount of $50.0 million, inclusive of a $10.0 million letter of credit sub-facility. The 2021 Term Loan and 2021 Revolving Credit Facility mature on November 10, 2028, and November 10, 2026, respectively. The Company has not drawn on the 2021 Revolving Credit Facility as of September 30, 2024. During the second quarter of 2023, the Company entered into a conforming changes amendment to the 2021 Credit Agreement that established the Secure Overnight Financing Rate (“SOFR”) as the benchmark rate used in the definition of the Eurocurrency Rate for its 2021 Term Loan and 2021 Revolving Credit Facility. Under the terms of the conforming changes amendment, SOFR will be used as the benchmark rate for interest periods beginning on or after June 30, 2023. The interest rate under the conforming changes amendment was equal to SOFR plus 3.00% initial margin and 0.26% spread adjustment. In connection with the amendment, the Company incurred $0.1 million of financing fees that was expensed during the nine months ended September 30, 2023. On May 15, 2024, the Company entered into a Refinancing Amendment and First Amendment to the 2021 Credit Agreement (the “Amendment”). Pursuant to the Amendment, the Company, among other things, lowered the interest rate on its 2021 Term Loan from SOFR plus 3.00% initial margin per annum to SOFR plus 2.75% per annum, and removed the 0.26% spread adjustment that was previously required under the conforming changes amendment discussed above. The Amendment also increased the aggregate principal amount of the 2021 Term Loan by $50.0 million, which the Company drew down in connection with the Amendment, increasing the outstanding principal amount of the 2021 Term Loan to $476.3 million. The Company accounted for the Amendment as a debt modification. The Company incurred $1.3 million financing fees related to the Amendment, of which $0.8 million was deferred and recorded as a reduction to the debt balance, and $0.5 million was expensed as incurred in general and administrative expense on the Company’s condensed consolidated statements of operations. The obligations under the 2021 Credit Agreement are secured by a lien on substantially all tangible and intangible property of the Company, subject to customary exceptions, limitations, and exclusions from the collateral. The 2021 Credit Agreement contains customary affirmative covenants, negative covenants and events of default, including covenants and restrictions that, among other things, require the Company to satisfy a financial covenant, and restricts or limits the ability of the Company to grant or incur liens, incur additional indebtedness, enter into joint ventures or partnerships, engage in mergers and acquisitions, engage in asset sales, and declare dividends on its capital stock, subject in each case to certain customary exceptions. A failure to comply with covenants could permit the lenders to declare the 2021 Term Loan, and any then outstanding borrowings on the 2021 Revolving Credit Facility, together with accrued interest and fees thereon, to be immediately due and payable. The Company was in compliance with all financial covenants of the 2021 Credit Agreement at September 30, 2024. 2021 Term Loan Borrowings under the 2021 Term Loan bear interest at a variable rate, elected by the Company, equal to the Base Rate (as defined in the 2021 Credit Agreement) or Term SOFR (as defined in the 2021 Credit Agreement), plus, an initial margin based on the Company’s Consolidated First Lien Net Leverage Ratio (as defined by the 2021 Credit Agreement), which was 2.75% at September 30, 2024. The Company is required to make quarterly principal payments equal to 0.25% of the principal, with the remainder due at maturity. In connection with the Amendment, debt issuance costs of $4.4 million were included as a reduction of the debt balance on the condensed consolidated balance sheets and are amortized into interest expense over the contractual life of the loans using the effective interest method. Included in the debt issuance costs were $0.8 million incurred in connection with the Amendment, and $3.6 million carried forward from the Company’s original 2021 Term Loan. The Company recognized $0.3 million and $0.2 million of amortization of debt issuance costs for the 2021 Term Loan during the three months ended September 30, 2024 and 2023, respectively, and $0.7 million and $0.8 million during the nine months ended September 30, 2024 and 2023, respectively. The effective interest rate on the 2021 Term Loan was 7.7% as of September 30, 2024. 2021 Revolving Credit Facility Borrowings under the 2021 Revolving Credit Facility bear interest, at the election of the Company, at a rate equal to the Base Rate (as defined in the 2021 Credit Agreement) or Term SOFR (as defined in the 2021 Credit Agreement), plus, in each case, the Applicable Rate (as defined in the 2021 Credit Agreement), which shall vary based on the Company’s Consolidated First Lien Net Leverage Ratio. In connection with the 2021 Revolving Credit Facility, the Company incurred $0.5 million in debt issuance costs. Expenses associated with the issuance of the revolving credit facility are presented in the accompanying condensed consolidated balance sheets in prepaid expenses and other current assets and other assets, and are amortized to interest expense over the life of the 2021 Revolving Credit Facility using the straight-line method. The remaining unamortized debt issuance costs were $0.2 million and $0.3 million as of September 30, 2024, and December 31, 2023, respectively. The 2021 Revolving Credit Facility also requires a quarterly commitment fee based on the Company’s consolidated first lien net leverage ratio. As of September 30, 2024, the applicable rate was 0.5%, which was applied against the $50.0 million unused revolving credit facility balance. Future Principal Payments Future principal payments of debt as of September 30, 2024, were as follows (in thousands): | | | | | | Years ending December 31, | | | 2024 (remaining three months) | $ | 1,191 | | | 2025 | 4,763 | | | 2026 | 4,763 | | | 2027 | 4,763 | | | 2028 | 458,439 | | | | | Total | $ | 473,919 | |
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
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-Paragraph 2
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v3.24.3
Stockholders' Equity
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Stockholders' Equity Note [Abstract] |
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| Stockholders' Equity |
Stockholders’ Equity Stock Repurchase Programs In May 2022, the Company’s board of directors authorized a stock repurchase program to acquire up to $75.0 million of the Company’s common stock, with no fixed expiration date and no requirement to purchase any minimum number of shares (the “2022 Stock Repurchase Program”). In January 2024, the Company’s board of directors authorized a stock repurchase program to acquire up to $125.0 million of the Company’s common stock, with no fixed expiration date and no requirement to purchase any minimum number of shares (the “2024 Stock Repurchase Program”). The manner, timing, and actual number of shares repurchased under the programs will depend on a variety of factors, including price, working capital needs, general business and market conditions, regulatory requirements, and other investment opportunities. Shares may be repurchased through privately negotiated transactions, or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934. The repurchase programs may be commenced, suspended, or terminated at any time by the Company at its discretion without prior notice. Approximately $44.4 million (including excise taxes) of the 2024 Stock Repurchase Program was used for the stock repurchase in connection with the February Secondary Offering (defined below). For both the 2022 Stock Repurchase Program and 2024 Stock Repurchase Program, the Company retires the repurchased shares, which automatically return to the status of authorized but unissued shares of common stock. The cost of the repurchased shares, including commissions, fees, and excise taxes are recorded as an adjustment to accumulated deficit on the Company’s condensed consolidated balance sheets and statements of stockholders’ equity. Secondary Offerings by Selling Stockholders and Related Common Stock Repurchase On September 30, 2024, the Company completed an underwritten secondary offering for the sale of 6,000,000 shares of common stock by certain funds managed by Thoma Bravo, L.P., at an offering price of $21.05 per share, (the “September Secondary Offering.”) In connection with the September Secondary Offering, the selling stockholders granted the underwriter a 30-day option to purchase up to an additional 900,000 shares of common stock from the selling stockholders at the offering price of $21.05 per share. The underwriter partially exercised its option to purchase an additional 650,000 shares of common stock on October 18, 2024, and the remaining portion of the option expired unexercised on October 26, 2024. The Company did not receive any proceeds from the sale of its common stock by the selling stockholders in the September Secondary Offering. During the three months ended September 30, 2024, the Company incurred costs of $0.7 million in connection with the September Secondary Offering. These costs are included within general and administrative expenses on the Company’s condensed consolidated statements of operations. On February 9, 2024, the Company completed an underwritten secondary offering for the sale of 6,906,015 shares of common stock by certain of its existing stockholders, at an offering price of $19.00 per share (the “February Secondary Offering”). The selling stockholders also granted the underwriters a 30-day option to purchase up to an additional 675,000 shares of common stock from the selling stockholders at the public offering price, less underwriting discounts and commissions. The underwriters did not exercise their option to purchase any additional shares before the expiration of the 30-day window. The Company did not receive any proceeds from the sale of its common stock by the selling stockholders in the February Secondary Offering. During the nine months ended September 30, 2024, the Company incurred costs of $1.4 million in connection with the February Secondary Offering. These costs are included within general and administrative expenses on the Company’s condensed consolidated statements of operations. The September and February Secondary Offerings were made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-276336), which was filed with the Securities and Exchange Commission on December 29, 2023 and became effective on January 8, 2024. On February 9, 2024, in connection with the February Secondary Offering and pursuant to the 2024 Repurchase Program, the Company purchased 2,406,015 shares of its common stock from the underwriters at a price per share equal to $18.2875, which is equal to the per share price at which the underwriters purchased the shares from the selling stockholders in the February Secondary Offering, resulting in an aggregate purchase price of approximately $44.4 million (including excise taxes). Stock Repurchase Activity A summary of repurchased share activity during the three and nine months ended September 30, 2024 and 2023, is as follows (in thousands except share data): | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | Total number of shares repurchased | 1,369,004 | | 1,845,708 | | | 2,922,898 | | | 2,182,215 | | | Total cost of shares repurchased, including commissions, fees, and excise taxes | $ | 31,258 | | | $ | 30,677 | | | $ | 105,551 | | | $ | 35,822 | |
As of September 30, 2024, there was a total of $29.5 million remaining for repurchase under the Company’s stock repurchase programs.
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v3.24.3
Share-based Compensation
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Share-Based Payment Arrangement [Abstract] |
|
| Share-based Compensation |
Share-based Compensation 2021 Stock Option and Incentive Plan The 2021 Stock Option and Incentive Plan (the “2021 Plan”) was adopted by the board of directors and approved by the Company’s stockholders following the corporate conversion effected in connection with the Company’s initial public offering and became effective as of July 26, 2021. The 2021 Plan replaced both the Company’s 2019 Equity Option Plan (the “2019 Plan”) and the Project Angel Parent, LLC Equity Plan (the “2018 Plan”). Outstanding options to purchase Class B Units granted under the 2019 Plan were converted into options to purchase shares of common stock, and all outstanding Carried Equity Units granted under the 2018 Plan were converted into restricted stock awards (“RSAs”), both of which have been granted under the 2021 Plan. The Company had initially reserved 13,171,588 shares of its common stock for the issuance of awards under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will automatically increase on January 1, 2022, and each January 1 thereafter, by 5% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s compensation committee. The number of shares reserved under the 2021 Plan is subject to adjustment in the event of a stock split, stock dividend, or other change in the Company’s capitalization. The 2021 Plan provides flexibility to the Company’s compensation committee to use various equity-based incentive awards as compensation tools to motivate the Company’s workforce. The incentive awards that may be granted under the 2021 Plan include, but are not limited to, options to purchase common stock, stock appreciation rights, restricted shares of common stock, restricted stock units, and cash bonuses. Stock Options A summary of stock option activity during the nine months ended September 30, 2024, is as follows (in thousands, except options, price per option, and term amounts): | | | | | | | | | | | | | | | | | | | | | | | | | Number of Options | | Weighted Average Exercise Price | | Weighted Average Remaining Contract Term (in years) | | Aggregate Intrinsic Value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding – January 1, 2024 | 3,976,372 | | | $ | 12.53 | | | 6.68 | | $ | 49,670 | | Granted | — | | | — | | | | | | | Exercised | (343,742) | | | 13.76 | | | | | | | Forfeited | (252,160) | | | 20.30 | | | | | | Outstanding – September 30, 2024 | 3,380,470 | | | $ | 11.82 | | | 5.52 | | $ | 33,580 | | Vested and expected to vest in the future at September 30, 2024 | 3,380,470 | | | 11.82 | | | 5.52 | | 33,580 | | Exercisable at September 30, 2024 | 3,029,080 | | | $ | 10.76 | | | 5.33 | | $ | 32,877 | |
The total fair value of options that vested during the three months ended September 30, 2024 and 2023 was $1.1 million and $1.4 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $3.5 million and $5.1 million, respectively. The total intrinsic value of options exercised during the three months ended September 30, 2024 and 2023 was $1.2 million and $1.5 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $2.8 million and $2.9 million, respectively. Share-based compensation expense related to time-based and performance-based stock options for the three months ended September 30, 2024 and 2023 was $0.8 million and $1.3 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $3.1 million and $4.1 million, respectively. During the three months ended September 30, 2024, the performance-based stock options were forfeited and none remain outstanding as of September 30, 2024. As of September 30, 2024, there was $3.1 million of unrecognized share-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 1.2 years. Restricted Stock Units A summary of restricted stock unit (“RSU”) activity during the nine months ended September 30, 2024, is as follows: | | | | | | | | | | | | | Number of RSUs | | Weighted Average Grant Date Fair Value | Non-vested – January 1, 2024 | 4,919,744 | | | $ | 17.19 | | Granted | 4,863,095 | | | 19.47 | | | Vested | (1,716,092) | | | 17.49 | | | Forfeited | (995,579) | | | 17.32 | | Non-vested – September 30, 2024 | 7,071,168 | | | 18.67 | |
Each RSU represents the right to receive one share of the Company’s common stock upon vesting and settlement. As of September 30, 2024, 7,071,168 RSUs are expected to vest. Share-based compensation expense related to RSUs for the three months ended September 30, 2024 and 2023 was $10.9 million and $7.0 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $28.9 million and $17.8 million, respectively. As of September 30, 2024, there was $118.8 million of unrecognized share-based compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 2.89 years. In August 2024, the Company granted 296,544 performance-based restricted stock units (“PSUs”) under the 2021 plan, which have a requisite service period through December 31, 2024. The fair value of the PSUs on the grant date was $6.6 million. Each PSU shall relate to one share of common stock upon vesting and settlement. The number of shares that may be earned is based on achievement of certain financial targets related to the Company’s fiscal year ending December 31, 2024, and such shares will vest only upon board-level confirmation of achievement. The PSUs are subject to forfeiture if the grantee’s employment terminates prior to the completion of the requite service period, or if the performance measures are not met as of December 31, 2024. The fair value of the share-based compensation for the PSUs was measured based on the closing share price of the Company’s common stock at the date of grant. Share-based compensation is recognized ratably over the period between the grant date and December 31, 2024, so long as the performance measures are probable of being achieved. The Company recognized $2.5 million in share-based compensation expense related to PSUs during both the three and nine months ended September 30, 2024, as the performance measures were probable of being achieved during the relevant periods, and therefore were included in share-based compensation expense for such periods. As of September 30, 2024 there was $4.1 million of unrecognized share-based compensation expenses related to PSUs, which is expected to be recognized over a period of 0.25 years. Employee Stock Purchase Program As of September 30, 2024, the Company has issued 69,899 shares of common stock pursuant to the 2021 Employee Stock Purchase Plan under its employee stock purchase program (“ESPP”). As of September 30, 2024, there was $0.1 million of unrecognized share-based compensation related to the ESPP that is expected to be recognized over the remaining term of the current offering period. Share-based compensation expense related to the ESPP for the three months ended September 30, 2024 and 2023 was $0.2 million and $0.2 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $0.5 million and $0.5 million, respectively. Share-Based Compensation Share-based compensation for share-based awards granted to participants has been recorded in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | | Cost of revenues | $ | 1,252 | | | $ | 910 | | | $ | 3,397 | | | $ | 2,919 | | | | | General and administrative | 8,502 | | | 4,443 | | | 19,687 | | | 11,938 | | | | Research and development (1) | 2,630 | | | 1,709 | | | 6,663 | | | 5,368 | | | | | Sales and marketing | 1,870 | | | 1,260 | | | 4,943 | | | 2,654 | | | | Restructuring related costs (2) | — | | | — | | | (7) | | | (663) | | | | | Total share-based compensation expense | $ | 14,254 | | | $ | 8,322 | | | $ | 34,683 | | | $ | 22,216 | | | | | ______________ | | | | | | | | | |
(1)Net of $0.1 million, and $0.1 million additions to capitalized software on the Company’s condensed consolidated balance sheets during the three months ended September 30, 2024 and 2023, respectively, and $0.2 million and $0.2 million during the nine months ended September 30, 2024 and 2023, respectively. (2)Relates to unvested stock compensation that was forfeited or accelerated as part of the 2024 Realignment Plan and 2023 Restructuring Plan. See Note 12, “Restructuring.”
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2
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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (l)
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v3.24.3
Income Taxes
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Income Tax Disclosure [Abstract] |
|
| Income Taxes |
Income Taxes In accordance with applicable accounting guidance, the Company is required to use an estimated annual effective tax rate to compute its tax provision during an interim period. However, there is an exception to the use of this method when a reliable estimate of its ordinary income (loss) or related tax (benefit) for the year cannot be determined. In that case, an entity may report the actual tax or benefit applicable when annual income cannot be estimated, as a discrete item in the interim period. This exception was used in determining the tax provision for the three and nine months ended September 30, 2024. Using the discrete method for the current year, and the annual effective tax rate method for the prior year, the Company’s provision for income taxes reflected an effective tax rate of (13.1)% and 27.9% for the three months ended September 30, 2024 and 2023, respectively, and (6.1)% and 22.7% for the nine months ended September 30, 2024 and 2023, respectively. During the three and nine months ended September 30, 2024, the Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to research and development credits, state income taxes, and permanent favorable differences related to share-based compensation expense; partially offset by certain employee remuneration under section 162(m) of the Internal Revenue Code, other expected permanent differences, and changes in the valuation allowance. During the three and nine months ended September 30, 2023, the Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to research and development credits, state income taxes, permanent unfavorable differences related to share-based compensation expense, certain employee remuneration under section 162(m) of the Internal Revenue Code, recognition of U.S. state net operating losses from prior acquisitions, and other expected permanent differences. The Company regularly assesses whether a valuation allowance should be recorded against its deferred tax assets based on the consideration of all available evidence, both positive and negative, using a “more likely than not” realization standard. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In making such judgements, significant weight is given to evidence that can be objectively verified. After analyzing all available evidence, including the past and current trend in volatility in the Company’s business operating environment, which has impacted the Company’s current ability and expectation to generate sufficient future taxable income to fully realize its deferred tax assets, the Company continues to maintain that it is more likely that it would not be able to utilize all of the deferred tax assets as of September 30, 2024, and December 31, 2023, and, therefore, has a partial valuation allowance against its deferred tax assets. The Company’s valuation allowance was $34.6 million and $29.4 million as of September 30, 2024, and December 31, 2023, respectively. The Company has gross unrecognized tax benefits with respect to research and development credits of $4.0 million as of September 30, 2024, and $3.5 million as of December 31, 2023. The Company has recorded an immaterial amount of penalties and interest to income tax expense as the credits have started to be utilized in certain jurisdictions, however almost all credits have no penalties or interest recorded as the credits have not yet been fully utilized.
|
| X |
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-Section 50
-Paragraph 1
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1
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-Section 50
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13
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-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
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-Section 50
-Paragraph 17
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17
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-Section S99
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-Publisher FASB
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v3.24.3
Related Party Transactions
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Related Party Transactions [Abstract] |
|
| Related Party Transactions |
Related Party Transactions In the course of its business operations, the Company maintains agreements for services from companies in which certain investment funds advised by a significant stockholder hold an investment. These services primarily relate to vehicle lookup data through an API integrated with many of the Company's products and costs related to financial and business planning software, among others. These costs are recorded as cost of sales or operating expenses on the Company’s condensed consolidated statements of operations, depending on the nature of the agreement or transactions. The Company also has compensation agreements with its directors and officers, which are recorded as general and administrative expenses on the Company’s condensed consolidated statements of operations. Costs and revenue associated with these agreements and transactions are considered to be related party transactions. The following table presents the impact of related party transactions on the Company’s consolidated statements of operations (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | | | 2024 | | 2023 | | 2024 | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | Cost of revenues | $ | 456 | | | $ | 416 | | | $ | 1,321 | | | $ | 1,183 | | | | | General and administrative | (76) | | | 154 | | | 670 | | | 556 | | | | | Research and development | 27 | | | 57 | | | 79 | | | 284 | | | | | Sales and marketing | — | | | — | | | — | | | 1 | | | | | Total related party expenses | $ | 407 | | | $ | 627 | | | $ | 2,070 | | | $ | 2,024 | | | |
The following table presents the impact of related party transactions on the Company’s condensed consolidated balance sheets (in thousands): | | | | | | | | | | | | | As of September 30, | | As of December 31, | | 2024 | | 2023 | | | | | Prepaid expenses and other current assets | $ | 105 | | | $ | 38 | | | Total current assets | $ | 105 | | | $ | 38 | | | | | | | | | | | | | | | | | | | Accounts payable | $ | 312 | | | $ | 110 | | | Accrued liabilities | 323 | | | 243 | | | Total current liabilities | $ | 635 | | | $ | 353 | |
Under the terms of these related-party transactions, all amounts incurred and recognized are expected to be settled within one year from the date of the accompanying consolidated balance sheets. During the three months ended September 30, 2023, the Company entered into a privately-negotiated transaction with a stockholder to repurchase 1,525,027 shares of the Company’s common stock at a price per share of $16.43, for an aggregate purchase price of approximately $25.0 million. This represented a 5% discount on the Company’s 7-day moving average price on September 7, 2023. The repurchase settled on September 11, 2023, and was completed pursuant to the Company’s previously announced stock repurchase program authorized in May 2022. There were no similar related party transactions during the three or nine months ended September 30, 2024.
|
| X |
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
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-Subparagraph (SX 210.6-07(2)(c))
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1
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v3.24.3
Net Loss Per Share
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Earnings Per Share [Abstract] |
|
| Net Loss Per Share |
Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data): | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | Basic and diluted net loss per share | | | | | | | | | Numerator: | | | | | | | | Net loss attributable to common stockholders | $ | (7,051) | | | $ | (2,069) | | | $ | (22,027) | | | $ | (12,965) | | | Denominator: | | | | | | | | Weighted average common stock outstanding: | | | | | | | | | Basic | 75,631,670 | | 81,073,915 | | 76,495,022 | | 80,883,310 | | Diluted | 75,631,670 | | 81,073,915 | | 76,495,022 | | 80,883,310 | | Net loss per share: | | | | | | | | | Basic | $ | (0.09) | | | $ | (0.03) | | | $ | (0.29) | | | $ | (0.16) | | | Diluted | $ | (0.09) | | | $ | (0.03) | | | $ | (0.29) | | | $ | (0.16) | |
A reconciliation of the denominator used in the calculation of basic and diluted loss per share is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | | | 2024 | | 2023 | | 2024 | | 2023 | | | | | Weighted average shares outstanding for basic loss per share | 75,631,670 | | | 81,073,915 | | | 76,495,022 | | 80,883,310 | | | | | | Effect of dilutive securities: | | | | | | | | | | | | Options outstanding, unexercised | — | | — | | — | | — | | | | | | | | | | | | | | | | | | RSUs unvested | — | | — | | — | | — | | | | | | PSUs unvested | — | | — | | — | | — | | | | | | Purchase rights committed under the ESPP | — | | — | | — | | — | | | | | | Weighted average shares outstanding for diluted loss per share | 75,631,670 | | | 81,073,915 | | | 76,495,022 | | | 80,883,310 | | | | | |
The following outstanding potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders because their impact would have been anti-dilutive for the periods presented: | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | | Options outstanding, unexercised | 3,380,470 | | | 3,080,624 | | | 3,380,470 | | | 3,080,624 | | | | | | | | | | | | | | | RSUs, unvested | 7,071,168 | | | 5,116,305 | | | 7,071,168 | | | 5,116,305 | | | | | PSUs, unvested | 296,544 | | | — | | | 296,544 | | | — | | | | | Purchase rights committed under the ESPP | 73,209 | | | 78,828 | | | 74,060 | | | 75,701 | | | | | Total | 10,821,391 | | | 8,275,757 | | | 10,822,242 | | | 8,272,630 | | | |
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v3.24.3
Restructuring Activities
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Restructuring and Related Activities [Abstract] |
|
| Restructuring Activities |
Restructuring Activities 2024 Realignment Plan In January 2024, the Company’s board of directors authorized an organizational realignment plan (the “2024 Realignment Plan”) that is designed to manage operating costs, enable efficient delivery on business objectives, and allow for growth in areas of strategic importance. The 2024 Realignment Plan included a reduction of the Company’s then-current workforce by approximately 12%. The Company completed the 2024 Realignment Plan in the second quarter of 2024. Restructuring charges of $4.2 million for severance and related costs, net of $0.0 million previously vested share-based compensation, net of acceleration, were recognized during the nine months ended September 30, 2024, and none during the three months ended September 30, 2024. These charges are reflected in restructuring related costs on the Company’s condensed consolidated statements of operations. A rollforward of the Company’s restructuring reserve balance for the nine months ended September 30, 2024 is as follows (in thousands): | | | | | | | | | As of September 30, | | 2024 | | | | Beginning balance | $ | — | | | | | Restructuring related costs | 4,179 | | | | | Payments | (4,030) | | | | | Ending balance | $ | 149 | | | |
2023 Restructuring Plan In February 2023, the Company’s board of directors authorized a restructuring plan (the “2023 Restructuring Plan”) that was designed to consolidate the Company’s functions and investments to prioritize customer-centric areas of the Company’s organization, align teams with the Company’s highest business priorities, and improve efficiencies. The Restructuring Plan included a reduction of the Company’s then-current workforce by approximately 11%. The Company completed the 2023 Restructuring Plan in the second quarter of 2023. Restructuring charges of $3.6 million for severance and related costs, net of $0.7 million previously vested share-based compensation, were recognized during the nine months ended September 30, 2023, and none during the three months ended September 30, 2023. These charges are reflected in restructuring-related costs on the Company’s condensed consolidated statements of operations. A rollforward of the Company’s restructuring reserve balance for the nine months ended September 30, 2023 is as follows (in thousands): | | | | | | | | | As of September 30, | | 2023 | | | | Beginning balance | $ | — | | | | | Restructuring related costs | 3,621 | | | | | Payments | (3,621) | | | | | Ending balance | $ | — | | | |
|
| X |
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v3.24.3
Subsequent Events
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Subsequent Events [Abstract] |
|
| Subsequent Events |
Subsequent Events In connection with the September Secondary Offering, the underwriter completed the purchase of an additional 650,000 shares of common stock from the selling stockholders pursuant to a partial exercise of its option to purchase up to an additional 900,000 shares of the Company’s common stock from the selling stockholders, as described in Note 7 – Stockholders’ Equity. The remaining portion of the option expired unexercised on October 26, 2024.
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v3.24.3
Insider Trading Arrangements
|
3 Months Ended |
9 Months Ended |
|
Sep. 30, 2024
shares
|
Sep. 30, 2024
shares
|
| Trading Arrangements, by Individual |
|
|
| Non-Rule 10b5-1 Arrangement Adopted |
false
|
|
| Non-Rule 10b5-1 Arrangement Terminated |
false
|
|
| Chris Maloof [Member] |
|
|
| Trading Arrangements, by Individual |
|
|
| Material Terms of Trading Arrangement |
|
On August 13, 2024, Chris Maloof, former President, Go To Market, terminated his Rule 10b5-1 trading plan, which was adopted on March 18, 2024, pursuant to which he had authorized the sale of up to an aggregate of 191,389 shares of common stock, subject to trading under certain conditions. Mr. Maloof’s employment with the Company terminated effective August 31, 2024.
|
| Name |
Chris Maloof
|
|
| Title |
former President
|
|
| Rule 10b5-1 Arrangement Terminated |
true
|
|
| Termination Date |
August 13, 2024
|
|
| Aggregate Available |
191,389
|
191,389
|
| Nicolaas Vlok [Member] |
|
|
| Trading Arrangements, by Individual |
|
|
| Material Terms of Trading Arrangement |
|
On September 12, 2024, Nicolaas Vlok, Chief Executive Officer, adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) covering the sale of up to an aggregate of 500,000 shares of common stock through the potential exercise of vested stock options, subject to trading under certain conditions. The trading plan’s maximum duration is until December 12, 2025, with first trades to occur December 12, 2024, at the earliest.
|
| Name |
Nicolaas Vlok
|
|
| Title |
Chief Executive Officer
|
|
| Rule 10b5-1 Arrangement Adopted |
true
|
|
| Adoption Date |
September 12, 2024
|
|
| Expiration Date |
December 12, 2025
|
|
| Arrangement Duration |
365 days
|
|
| Aggregate Available |
500,000
|
500,000
|
| X |
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v3.24.3
Significant Accounting Policies (Policies)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Accounting Policies [Abstract] |
|
| Basis of Presentation |
Basis of Presentation The unaudited condensed consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. The interim condensed consolidated balance sheet as of September 30, 2024, the condensed consolidated statements of operations and stockholders’ equity for the three and nine months ended September 30, 2024 and 2023, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s condensed consolidated financial position as of September 30, 2024, its condensed consolidated results of operations for the three and nine months ended September 30, 2024 and 2023 and its cash flows for the nine months ended September 30, 2024 and 2023. The financial data and the other financial information disclosed in the notes to the condensed consolidated financial statements related to the three and nine months ended September 30, 2024 and 2023 and as of September 30, 2024, are also unaudited. The condensed consolidated balance sheet as of December 31, 2023, included herein, and financial information as of December 31, 2023, disclosed in the notes to the condensed consolidated financial statements was derived from the audited consolidated financial statements as of that date. The condensed consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future annual or interim period. These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 12, 2024 (“2023 Annual Report on Form 10-K”).
|
| Operating and Reportable Segment |
Operating and Reportable Segment The Company operates and manages its business and financial information on a consolidated basis for the purposes of evaluating financial performance and the allocation of resources. The Company's management determined that it operates in one operating and reportable segment that is focused exclusively on providing cloud-based digital solutions in the United States. In reaching this conclusion, management considers the definition of the chief operating decision maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, and how that information is used to make operating decisions, allocate resources, and assess performance. The Company's CODM is the chief executive officer. The results of operations provided to and analyzed by the CODM are at the consolidated level, and accordingly, key resource decisions and assessment of performance are performed at the consolidated level. The Company assesses its determination of operating segments at least annually.
|
| Use of Estimates |
Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses. Certain items subject to such estimates include the fair value of acquired intangible assets; the capitalization of software development costs; the useful lives of long-lived intangible assets; impairment of goodwill and long-lived assets; and income taxes, including the valuation allowance for deferred income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from those estimates.
|
| Accounting Pronouncements Not Yet Adopted |
Accounting Pronouncements Not Yet Adopted The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” Accounting Standard Update (“ASU”) 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2025, on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its condensed consolidated financial statements and related disclosures. ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” ASU 2023-07 requires enhanced disclosures about significant segment expenses and other segment items and requires companies to disclose all annual disclosures about segments in interim periods. The new standard also permits companies to disclose more than one measure of segment profit or loss, requires disclosure of the title and position of the CODM, and requires companies with a single reportable segment to provide all disclosures required by Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and companies are required to apply the ASU retrospectively to all periods presented. The Company is currently evaluating the impact that adoption of this standard will have on its condensed consolidated financial statements and related disclosures.
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v3.24.3
Revenue Recognition (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Revenue from Contract with Customer [Abstract] |
|
| Schedule of Disaggregation of Revenue by Solution Type and by Major Source |
The following table disaggregates the Company’s net revenues by solution type (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | | | 2024 | | 2023 | | 2024 | | 2023 | | | | | | | Lending Software Solutions | $ | 63,005 | | | $ | 58,949 | | | $ | 185,552 | | | $ | 172,728 | | | | | | | | Data Verification Software Solutions | 17,364 | | | 17,539 | | | 51,309 | | | 56,310 | | | | | | | | | Total | $ | 80,369 | | | $ | 76,488 | | | $ | 236,861 | | | $ | 229,038 | | | | | | | |
The following table disaggregates the Company’s net revenues by major source (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | | | 2024 | | 2023 | | 2024 | | 2023 | | | | | | | | Subscription fees | $ | 67,344 | | | $ | 64,613 | | | $ | 199,202 | | | $ | 194,788 | | | | | | | | | Professional services | 10,146 | | | 8,706 | | | 28,715 | | | 26,143 | | | | | | | | | Other | 2,879 | | | 3,169 | | | 8,944 | | | 8,107 | | | | | | | | | Total | $ | 80,369 | | | $ | 76,488 | | | $ | 236,861 | | | $ | 229,038 | | | | | | | |
|
| Schedule of Contract Balances and Changes in Deferred Revenue |
The following table presents amounts related to customer contract-related arrangements, which are included on the condensed consolidated balance sheets as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | As of September 30, | | As of January 1, | | As of September 30, | | As of January 1, | | 2024 | | 2024 | | 2023 | | 2023 | Accounts receivable, net | $ | 36,893 | | | $ | 30,314 | | | $ | 31,751 | | | $ | 29,010 | | | Unbilled receivables | 1,975 | | | 2,098 | | | 2,245 | | | 3,895 | | | Accounts receivable, net | $ | 38,868 | | | $ | 32,412 | | | $ | 33,996 | | | $ | 32,905 | | | | | | | | | | | Deferred revenue, current | $ | 29,767 | | | $ | 17,224 | | | $ | 26,694 | | | $ | 16,945 | | | Long-term deferred revenue | $ | 160 | | | $ | 792 | | | $ | 692 | | | $ | 1,141 | |
| | | | | | | | | | | | | | | As of September 30, | | 2024 | | 2023 | | | | Deferred revenue, beginning balance | $ | 18,016 | | | $ | 18,086 | | | | | Billing of transaction consideration | 248,772 | | | 238,338 | | | | | Revenue recognized | (236,861) | | | (229,038) | | | | | Deferred revenue, ending balance | $ | 29,927 | | | $ | 27,386 | | | | | Deferred revenue, current | $ | 29,767 | | | $ | 26,694 | | | | | Long-term deferred revenue | 160 | | | 692 | | | | | Total deferred revenue | $ | 29,927 | | | $ | 27,386 | | | |
|
| Schedule of Rollforward of Allowance for Expected Credit Losses |
A rollforward of the Company’s allowance for expected credit losses balance for the nine months ended September 30, 2024, and 2023, is as follows (in thousands): | | | | | | | | | | | | | | | | | As of September 30, | | | | | | 2024 | | 2023 | | | | | | Allowance for expected credit losses, beginning balance | $ | 514 | | | $ | 165 | | | | | | | Provision for expected credit losses | 604 | | | 627 | | | | | | | Write offs, net | (456) | | | (375) | | | | | | | Allowance for expected credit losses, ending balance | $ | 662 | | | $ | 417 | | | | | |
|
| Schedule of Changes in Assets Recognized |
The following table represents the changes in assets recognized from costs to obtain a contract with a customer, or contract cost assets (in thousands): | | | | | | | | | | | | | | | As of September 30, | | 2024 | | 2023 | | | | Beginning balance | $ | 8,018 | | | $ | 6,539 | | | | | Additions | 3,927 | | | 3,570 | | | | | Amortization | (3,011) | | | (2,423) | | | | | Ending balance | $ | 8,934 | | | $ | 7,686 | | | | | Contract cost assets, current | $ | 4,111 | | | $ | 3,642 | | | | | Contract cost assets, noncurrent | 4,823 | | | 4,044 | | | | Total contract cost assets | $ | 8,934 | | | $ | 7,686 | | | |
|
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v3.24.3
Balance Sheet Components (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
| Schedule of Prepaid Expenses and Other Current Assets |
Prepaid expenses and other current assets consisted of the following (in thousands): | | | | | | | | | | | | | As of September 30, | | As of December 31, | | 2024 | | 2023 | | Prepaid expenses | $ | 7,422 | | | $ | 5,762 | | Contract cost assets, current | 4,111 | | | 3,782 | | | | | | | | | | | Income tax receivable | 322 | | | 961 | | | Other | 454 | | | 1,069 | | | Total prepaid expenses and other current assets | $ | 12,309 | | | $ | 11,574 | |
|
| Schedule of Capitalized Deferred Implementation Costs for Cloud Computing Arrangements |
Current costs for capitalized deferred implementation costs are included in prepaid expenses and other current assets, and non-current costs are included in other assets on the accompanying condensed consolidated balance sheets. Capitalized deferred implementation costs for cloud computing arrangements consisted of the following (in thousands): | | | | | | | | | | | | | As of September 30, | | As of December 31, | | 2024 | | 2023 | Capitalized deferred implementation costs | $ | 2,299 | | | $ | 1,779 | | Accumulated amortization | (280) | | | (208) | | Capitalized deferred implementation costs, net | $ | 2,019 | | | $ | 1,571 | |
|
| Schedule of Property and Equipment, Net |
Property and equipment, net consisted of the following (in thousands): | | | | | | | | | | | | | As of September 30, | | As of December 31, | | 2024 | | 2023 | | Computer equipment and software | $ | 8,055 | | | $ | 8,794 | | | Leasehold improvements | 2,424 | | | 2,732 | | | Office equipment and furniture | 990 | | | 990 | | | | | | | Total | 11,469 | | | 12,516 | | Accumulated depreciation | (9,107) | | | (9,179) | | | Property and equipment, net | $ | 2,362 | | | $ | 3,337 | |
|
| Schedule of Intangible Assets, Net and Weighted Average Remaining Useful Lives for Intangible Assets |
Intangible assets, net consisted of the following (in thousands): | | | | | | | | | | | | | | | | | | | As of September 30, 2024 | | Gross Amount | | Accumulated Amortization | | Net Carrying Amount | | Customer relationships | $ | 343,300 | | | $ | (192,125) | | | $ | 151,175 | | | Developed technology | 96,400 | | | (60,457) | | | 35,943 | | | Trademarks | 24,975 | | | (14,660) | | | 10,315 | | | Non-competition agreements | 5,500 | | | (2,478) | | | 3,022 | | | Capitalized software | 34,686 | | | (21,016) | | | 13,670 | | | Total intangible assets, net | $ | 504,861 | | | $ | (290,736) | | | $ | 214,125 | |
| | | | | | | | | | | | | | | | | | | As of December 31, 2023 | | Gross Amount | | Accumulated Amortization | | Net Carrying Amount | | Customer relationships | $ | 343,300 | | | $ | (166,485) | | | $ | 176,815 | | | Developed technology | 96,400 | | | (52,039) | | | 44,361 | | | Trademarks | 24,975 | | | (12,803) | | | 12,172 | | | Non-competition agreements | 5,500 | | | (1,743) | | | 3,757 | | | Capitalized software | 28,997 | | | (15,042) | | | 13,955 | | | Total intangible assets, net | $ | 499,172 | | | $ | (248,112) | | | $ | 251,060 | |
The weighted average remaining useful lives for intangible assets as of September 30, 2024, were as follows: | | | | | | | Weighted Average Remaining Useful Life (in years) | | Customer relationships | 5 | | Developed technology | 6 | | Trademarks | 4 | | Non-competition agreements | 3 | | Capitalized software | 2 |
|
| Schedule of Amortization Expense Related to Intangible Assets |
Amortization expense related to intangible assets was as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | | Cost of revenues | $ | 4,860 | | | $ | 4,524 | | | $ | 14,392 | | | $ | 13,488 | | | | | General and administrative expense | 9,407 | | | 9,419 | | | 28,232 | | | 28,420 | | | | | Total amortization expense | $ | 14,267 | | | $ | 13,943 | | | $ | 42,624 | | | $ | 41,908 | | | | | | | | | | | | | |
|
| Schedule of Estimated Future Amortization of Intangible Assets |
The estimated future amortization of intangible assets as of September 30, 2024, was as follows (in thousands): | | | | | | Years ending December 31, | | | 2024 (remaining three months) | $ | 14,270 | | | 2025 | 51,948 | | | 2026 | 46,133 | | | 2027 | 42,997 | | | 2028 | 24,911 | | | Thereafter | 33,866 | | | Total amortization expense | $ | 214,125 | |
|
| Schedule of Accrued Liabilities |
Accrued liabilities consisted of the following (in thousands): | | | | | | | | | | | | | As of September 30, | | As of December 31, | | 2024 | | 2023 | | Accrued payroll and payroll-related expenses | $ | 8,717 | | | $ | 9,501 | | | Accrued operating costs | 5,624 | | | 3,655 | | | Accrued bonuses | 6,006 | | | 6,424 | | | Sales tax liabilities from acquisitions | 3,383 | | | 3,383 | | | Accrued costs of revenues | 3,139 | | | 2,003 | | | Customer deposits | 760 | | | 1,302 | | | Excise taxes payable | 1,082 | | | 379 | | | Operating lease liabilities – current | 422 | | | 773 | | | Other sales tax liabilities | 504 | | | 404 | | | User conference accrual | 47 | | | 1,073 | | | Other accrued liabilities | 2,230 | | | 1,776 | | | Total accrued liabilities | $ | 31,914 | | | $ | 30,673 | |
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v3.24.3
| X |
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-Number 210
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-Subparagraph (SX 210.12-04(a))
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v3.24.3
Debt (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Debt Disclosure [Abstract] |
|
| Schedule of Debt |
Debt consisted of the following (in thousands): | | | | | | | | | | | | | As of September 30, | | As of December 31, | | 2024 | | 2023 | 2021 Term Loan | $ | 473,919 | | | $ | 427,388 | | Debt issuance costs | (4,009) | | | (3,842) | | Total debt, net | 469,910 | | | 423,546 | | | Less: Current portion of debt | | | | | 2021 Term Loan | 4,763 | | | 4,350 | | Debt issuance costs | (990) | | | (808) | | Total current portion of debt, net | 3,773 | | | 3,542 | | Total non-current portion of debt, net | $ | 466,137 | | | $ | 420,004 | | | | | |
|
| Schedule of Future Principal Payments of Debt |
Future principal payments of debt as of September 30, 2024, were as follows (in thousands): | | | | | | Years ending December 31, | | | 2024 (remaining three months) | $ | 1,191 | | | 2025 | 4,763 | | | 2026 | 4,763 | | | 2027 | 4,763 | | | 2028 | 458,439 | | | | | Total | $ | 473,919 | |
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- DefinitionTabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section S99
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-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
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v3.24.3
Stockholders' Equity (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Stockholders' Equity Note [Abstract] |
|
| Schedule of Repurchased Share Activity |
A summary of repurchased share activity during the three and nine months ended September 30, 2024 and 2023, is as follows (in thousands except share data): | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | Total number of shares repurchased | 1,369,004 | | 1,845,708 | | | 2,922,898 | | | 2,182,215 | | | Total cost of shares repurchased, including commissions, fees, and excise taxes | $ | 31,258 | | | $ | 30,677 | | | $ | 105,551 | | | $ | 35,822 | |
|
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- DefinitionTabular disclosure of changes in the separate accounts comprising stockholders' equity (in addition to retained earnings) and of the changes in the number of shares of equity securities during at least the most recent annual fiscal period and any subsequent interim period presented is required to make the financial statements sufficiently informative if both financial position and results of operations are presented. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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v3.24.3
Share-based Compensation (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Share-Based Payment Arrangement [Abstract] |
|
| Schedule of Stock Option Activity |
A summary of stock option activity during the nine months ended September 30, 2024, is as follows (in thousands, except options, price per option, and term amounts): | | | | | | | | | | | | | | | | | | | | | | | | | Number of Options | | Weighted Average Exercise Price | | Weighted Average Remaining Contract Term (in years) | | Aggregate Intrinsic Value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding – January 1, 2024 | 3,976,372 | | | $ | 12.53 | | | 6.68 | | $ | 49,670 | | Granted | — | | | — | | | | | | | Exercised | (343,742) | | | 13.76 | | | | | | | Forfeited | (252,160) | | | 20.30 | | | | | | Outstanding – September 30, 2024 | 3,380,470 | | | $ | 11.82 | | | 5.52 | | $ | 33,580 | | Vested and expected to vest in the future at September 30, 2024 | 3,380,470 | | | 11.82 | | | 5.52 | | 33,580 | | Exercisable at September 30, 2024 | 3,029,080 | | | $ | 10.76 | | | 5.33 | | $ | 32,877 | |
|
| Schedule of RSU Activity |
A summary of restricted stock unit (“RSU”) activity during the nine months ended September 30, 2024, is as follows: | | | | | | | | | | | | | Number of RSUs | | Weighted Average Grant Date Fair Value | Non-vested – January 1, 2024 | 4,919,744 | | | $ | 17.19 | | Granted | 4,863,095 | | | 19.47 | | | Vested | (1,716,092) | | | 17.49 | | | Forfeited | (995,579) | | | 17.32 | | Non-vested – September 30, 2024 | 7,071,168 | | | 18.67 | |
|
| Schedule of Share-Based Compensation |
Share-based compensation for share-based awards granted to participants has been recorded in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 as follows (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | | Cost of revenues | $ | 1,252 | | | $ | 910 | | | $ | 3,397 | | | $ | 2,919 | | | | | General and administrative | 8,502 | | | 4,443 | | | 19,687 | | | 11,938 | | | | Research and development (1) | 2,630 | | | 1,709 | | | 6,663 | | | 5,368 | | | | | Sales and marketing | 1,870 | | | 1,260 | | | 4,943 | | | 2,654 | | | | Restructuring related costs (2) | — | | | — | | | (7) | | | (663) | | | | | Total share-based compensation expense | $ | 14,254 | | | $ | 8,322 | | | $ | 34,683 | | | $ | 22,216 | | | | | ______________ | | | | | | | | | |
(1)Net of $0.1 million, and $0.1 million additions to capitalized software on the Company’s condensed consolidated balance sheets during the three months ended September 30, 2024 and 2023, respectively, and $0.2 million and $0.2 million during the nine months ended September 30, 2024 and 2023, respectively. (2)Relates to unvested stock compensation that was forfeited or accelerated as part of the 2024 Realignment Plan and 2023 Restructuring Plan. See Note 12, “Restructuring.”
|
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v3.24.3
Related Party Transactions (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Related Party Transactions [Abstract] |
|
| Schedule of Related Party Transactions |
The following table presents the impact of related party transactions on the Company’s consolidated statements of operations (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | | | 2024 | | 2023 | | 2024 | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | Cost of revenues | $ | 456 | | | $ | 416 | | | $ | 1,321 | | | $ | 1,183 | | | | | General and administrative | (76) | | | 154 | | | 670 | | | 556 | | | | | Research and development | 27 | | | 57 | | | 79 | | | 284 | | | | | Sales and marketing | — | | | — | | | — | | | 1 | | | | | Total related party expenses | $ | 407 | | | $ | 627 | | | $ | 2,070 | | | $ | 2,024 | | | |
The following table presents the impact of related party transactions on the Company’s condensed consolidated balance sheets (in thousands): | | | | | | | | | | | | | As of September 30, | | As of December 31, | | 2024 | | 2023 | | | | | Prepaid expenses and other current assets | $ | 105 | | | $ | 38 | | | Total current assets | $ | 105 | | | $ | 38 | | | | | | | | | | | | | | | | | | | Accounts payable | $ | 312 | | | $ | 110 | | | Accrued liabilities | 323 | | | 243 | | | Total current liabilities | $ | 635 | | | $ | 353 | |
|
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v3.24.3
Net Loss Per Share (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Earnings Per Share [Abstract] |
|
| Schedule of Calculation of Basic and Diluted Net Loss Per Share |
The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data): | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | Basic and diluted net loss per share | | | | | | | | | Numerator: | | | | | | | | Net loss attributable to common stockholders | $ | (7,051) | | | $ | (2,069) | | | $ | (22,027) | | | $ | (12,965) | | | Denominator: | | | | | | | | Weighted average common stock outstanding: | | | | | | | | | Basic | 75,631,670 | | 81,073,915 | | 76,495,022 | | 80,883,310 | | Diluted | 75,631,670 | | 81,073,915 | | 76,495,022 | | 80,883,310 | | Net loss per share: | | | | | | | | | Basic | $ | (0.09) | | | $ | (0.03) | | | $ | (0.29) | | | $ | (0.16) | | | Diluted | $ | (0.09) | | | $ | (0.03) | | | $ | (0.29) | | | $ | (0.16) | |
A reconciliation of the denominator used in the calculation of basic and diluted loss per share is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | | | 2024 | | 2023 | | 2024 | | 2023 | | | | | Weighted average shares outstanding for basic loss per share | 75,631,670 | | | 81,073,915 | | | 76,495,022 | | 80,883,310 | | | | | | Effect of dilutive securities: | | | | | | | | | | | | Options outstanding, unexercised | — | | — | | — | | — | | | | | | | | | | | | | | | | | | RSUs unvested | — | | — | | — | | — | | | | | | PSUs unvested | — | | — | | — | | — | | | | | | Purchase rights committed under the ESPP | — | | — | | — | | — | | | | | | Weighted average shares outstanding for diluted loss per share | 75,631,670 | | | 81,073,915 | | | 76,495,022 | | | 80,883,310 | | | | | |
|
| Schedule of Outstanding Potentially Dilutive Securities |
The following outstanding potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders because their impact would have been anti-dilutive for the periods presented: | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | 2024 | | 2023 | | 2024 | | 2023 | | | | Options outstanding, unexercised | 3,380,470 | | | 3,080,624 | | | 3,380,470 | | | 3,080,624 | | | | | | | | | | | | | | | RSUs, unvested | 7,071,168 | | | 5,116,305 | | | 7,071,168 | | | 5,116,305 | | | | | PSUs, unvested | 296,544 | | | — | | | 296,544 | | | — | | | | | Purchase rights committed under the ESPP | 73,209 | | | 78,828 | | | 74,060 | | | 75,701 | | | | | Total | 10,821,391 | | | 8,275,757 | | | 10,822,242 | | | 8,272,630 | | | |
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v3.24.3
Restructuring Activities (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Restructuring and Related Activities [Abstract] |
|
| Schedule of Rollforward of Restructuring Reserve Balance |
A rollforward of the Company’s restructuring reserve balance for the nine months ended September 30, 2024 is as follows (in thousands): | | | | | | | | | As of September 30, | | 2024 | | | | Beginning balance | $ | — | | | | | Restructuring related costs | 4,179 | | | | | Payments | (4,030) | | | | | Ending balance | $ | 149 | | | |
A rollforward of the Company’s restructuring reserve balance for the nine months ended September 30, 2023 is as follows (in thousands): | | | | | | | | | As of September 30, | | 2023 | | | | Beginning balance | $ | — | | | | | Restructuring related costs | 3,621 | | | | | Payments | (3,621) | | | | | Ending balance | $ | — | | | |
|
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- DefinitionTabular disclosure of an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost. This element may also include a description of any reversal and other adjustment made during the period to the amount of an accrued liability for restructuring activities. This element may be used to encapsulate the roll forward presentations of an entity's restructuring reserve by type of cost and in total, and explanation of changes that occurred in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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v3.24.3
Revenue Recognition - Schedule of Disaggregation of Revenue by Solution Type (Details) - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Disaggregation of Revenue [Line Items] |
|
|
|
|
| Revenues, net |
$ 80,369
|
$ 76,488
|
$ 236,861
|
$ 229,038
|
| Lending Software Solutions |
|
|
|
|
| Disaggregation of Revenue [Line Items] |
|
|
|
|
| Revenues, net |
63,005
|
58,949
|
185,552
|
172,728
|
| Data Verification Software Solutions |
|
|
|
|
| Disaggregation of Revenue [Line Items] |
|
|
|
|
| Revenues, net |
$ 17,364
|
$ 17,539
|
$ 51,309
|
$ 56,310
|
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v3.24.3
Revenue Recognition - Schedule of Disaggregation of Revenue by Major Source (Details) - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Disaggregation of Revenue [Line Items] |
|
|
|
|
| Revenues, net |
$ 80,369
|
$ 76,488
|
$ 236,861
|
$ 229,038
|
| Subscription fees |
|
|
|
|
| Disaggregation of Revenue [Line Items] |
|
|
|
|
| Revenues, net |
67,344
|
64,613
|
199,202
|
194,788
|
| Professional services |
|
|
|
|
| Disaggregation of Revenue [Line Items] |
|
|
|
|
| Revenues, net |
10,146
|
8,706
|
28,715
|
26,143
|
| Other |
|
|
|
|
| Disaggregation of Revenue [Line Items] |
|
|
|
|
| Revenues, net |
$ 2,879
|
$ 3,169
|
$ 8,944
|
$ 8,107
|
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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-Section S99
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
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-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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v3.24.3
Revenue Recognition - Schedule of Contract Balances (Details) - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
Sep. 30, 2023 |
Dec. 31, 2022 |
| Revenue Recognition and Deferred Revenue [Abstract] |
|
|
|
|
| Accounts receivable, net |
$ 36,893
|
$ 30,314
|
$ 31,751
|
$ 29,010
|
| Unbilled receivables |
1,975
|
2,098
|
2,245
|
3,895
|
| Accounts receivable, net |
38,868
|
32,412
|
33,996
|
32,905
|
| Deferred revenue, current |
29,767
|
17,224
|
26,694
|
16,945
|
| Long-term deferred revenue |
$ 160
|
$ 792
|
$ 692
|
$ 1,141
|
| X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481990/310-10-45-2
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| Period Type: |
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|
| X |
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-Topic 606
-SubTopic 10
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-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479837/606-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 8
-Subparagraph (a)
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 45
-Paragraph 2
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| Namespace Prefix: |
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|
| X |
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-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479837/606-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-8
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479837/606-10-45-2
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| Namespace Prefix: |
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| Period Type: |
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|
| X |
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-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10
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| Namespace Prefix: |
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| X |
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v3.24.3
Revenue Recognition - Schedule of Changes in Deferred Revenue (Details) - USD ($)
$ in Thousands |
9 Months Ended |
|
|
Sep. 30, 2024 |
Sep. 30, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Contract With Customer, Liability [Roll Forward] |
|
|
|
|
| Deferred revenue, beginning balance |
$ 18,016
|
$ 18,086
|
|
|
| Billing of transaction consideration |
248,772
|
238,338
|
|
|
| Revenue recognized |
(236,861)
|
(229,038)
|
|
|
| Deferred revenue, ending balance |
29,927
|
27,386
|
|
|
| Deferred revenue, current |
29,767
|
26,694
|
|
|
| Long-term deferred revenue |
160
|
692
|
$ 792
|
$ 1,141
|
| Total deferred revenue |
$ 29,927
|
$ 27,386
|
$ 18,016
|
$ 18,086
|
| X |
- DefinitionContract With Customer, Liability, Additions
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-Topic 606
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Topic 606
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 8
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-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 45
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-Topic 606
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-Section 45
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-8
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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v3.24.3
| X |
- DefinitionAmount of allowance for credit loss on accounts receivable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
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-Section S99
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
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-Section 50
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
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-Topic 326
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
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-Section S99
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-Subparagraph (SX 210.5-03(5))
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v3.24.3
Revenue Recognition - Schedule of Changes in Assets Recognized (Details) - USD ($)
$ in Thousands |
9 Months Ended |
|
Sep. 30, 2024 |
Sep. 30, 2023 |
Dec. 31, 2023 |
| Capitalized Contract Cost [Roll Forward] |
|
|
|
| Beginning balance |
$ 8,018
|
$ 6,539
|
|
| Additions |
3,927
|
3,570
|
|
| Amortization |
(3,011)
|
(2,423)
|
|
| Ending balance |
8,934
|
7,686
|
|
| Contract cost assets, current |
4,111
|
3,642
|
$ 3,782
|
| Contract cost assets, noncurrent |
4,823
|
4,044
|
|
| Total contract cost assets |
$ 8,934
|
$ 7,686
|
$ 8,018
|
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-Topic 340
-SubTopic 40
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-Section 50
-Paragraph 3
-Subparagraph (b)
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-Topic 340
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-Topic 340
-SubTopic 40
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v3.24.3
| X |
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-Topic 340
-SubTopic 40
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v3.24.3
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
Sep. 30, 2023 |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
|
| Prepaid expenses |
$ 7,422
|
$ 5,762
|
|
| Contract cost assets, current |
4,111
|
3,782
|
$ 3,642
|
| Income tax receivable |
322
|
961
|
|
| Other |
454
|
1,069
|
|
| Total prepaid expenses and other current assets |
$ 12,309
|
$ 11,574
|
|
| X |
- DefinitionAmount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer; classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 340
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-Section 50
-Paragraph 3
-Subparagraph (a)
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-Topic 852
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-Topic 210
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-Section S99
-Paragraph 1
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v3.24.3
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v3.24.3
Balance Sheet Components - Narrative (Details) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Organization, Consolidation and Presentation of Financial Statements [Line Items] |
|
|
|
|
| Amortization expense for capitalized deferred implementation costs |
$ 0
|
$ 0
|
$ 0
|
$ 0
|
| Depreciation |
300,000
|
500,000
|
1,100,000
|
1,500,000
|
| Impairment of long-lived assets |
0
|
0
|
0
|
0
|
| Capitalized software |
|
|
|
|
| Organization, Consolidation and Presentation of Financial Statements [Line Items] |
|
|
|
|
| Capitalized software costs |
$ 1,900,000
|
$ 2,500,000
|
$ 5,700,000
|
$ 7,200,000
|
| X |
- DefinitionOrganization Consolidation And Presentation Of Financial Statements [Line Items]
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| X |
- DefinitionAdditions made to capitalized computer software costs during the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 985
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481283/985-20-50-2
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|
| X |
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-Name Accounting Standards Codification
-Section 45
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-Name Accounting Standards Codification
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-Topic 820
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-Topic 360
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v3.24.3
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
| Property, Plant and Equipment [Line Items] |
|
|
| Total |
$ 11,469
|
$ 12,516
|
| Accumulated depreciation |
(9,107)
|
(9,179)
|
| Property and equipment, net |
2,362
|
3,337
|
| Computer equipment and software |
|
|
| Property, Plant and Equipment [Line Items] |
|
|
| Total |
8,055
|
8,794
|
| Leasehold improvements |
|
|
| Property, Plant and Equipment [Line Items] |
|
|
| Total |
2,424
|
2,732
|
| Office equipment and furniture |
|
|
| Property, Plant and Equipment [Line Items] |
|
|
| Total |
$ 990
|
$ 990
|
| X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(8)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
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-Topic 210
-SubTopic 10
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-Section S99
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-Publisher FASB
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-Name Accounting Standards Codification
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-Topic 944
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-Topic 852
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-Section 55
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-Publisher FASB
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-Topic 944
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-Section S99
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-Topic 942
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v3.24.3
Balance Sheet Components - Schedule of Intangible Assets, Net (Details) - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
| Finite-Lived Intangible Assets [Line Items] |
|
|
| Intangible assets, gross amount |
$ 504,861
|
$ 499,172
|
| Intangible assets, accumulated amortization |
(290,736)
|
(248,112)
|
| Total amortization expense |
214,125
|
251,060
|
| Capitalized software, gross amount |
34,686
|
28,997
|
| Capitalized software, accumulated amortization |
(21,016)
|
(15,042)
|
| Capitalized software, net carrying amount |
13,670
|
13,955
|
| Customer relationships |
|
|
| Finite-Lived Intangible Assets [Line Items] |
|
|
| Intangible assets, gross amount |
343,300
|
343,300
|
| Intangible assets, accumulated amortization |
(192,125)
|
(166,485)
|
| Total amortization expense |
151,175
|
176,815
|
| Developed technology |
|
|
| Finite-Lived Intangible Assets [Line Items] |
|
|
| Intangible assets, gross amount |
96,400
|
96,400
|
| Intangible assets, accumulated amortization |
(60,457)
|
(52,039)
|
| Total amortization expense |
35,943
|
44,361
|
| Trademarks |
|
|
| Finite-Lived Intangible Assets [Line Items] |
|
|
| Intangible assets, gross amount |
24,975
|
24,975
|
| Intangible assets, accumulated amortization |
(14,660)
|
(12,803)
|
| Total amortization expense |
10,315
|
12,172
|
| Non-competition agreements |
|
|
| Finite-Lived Intangible Assets [Line Items] |
|
|
| Intangible assets, gross amount |
5,500
|
5,500
|
| Intangible assets, accumulated amortization |
(2,478)
|
(1,743)
|
| Total amortization expense |
$ 3,022
|
$ 3,757
|
| X |
- DefinitionFor each balance sheet presented, the amount of accumulated amortization for capitalized computer software costs. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482665/350-30-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 985
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481283/985-20-50-2
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| Namespace Prefix: |
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-Topic 350
-SubTopic 30
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-Section 50
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v3.24.3
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v3.24.3
Balance Sheet Components - Schedule of Amortization Expense Related to Intangible Assets (Details) - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Finite-Lived Intangible Assets [Line Items] |
|
|
|
|
| Total amortization expense |
$ 14,267
|
$ 13,943
|
$ 42,624
|
$ 41,908
|
| Cost of revenues |
|
|
|
|
| Finite-Lived Intangible Assets [Line Items] |
|
|
|
|
| Total amortization expense |
4,860
|
4,524
|
14,392
|
13,488
|
| General and administrative expense |
|
|
|
|
| Finite-Lived Intangible Assets [Line Items] |
|
|
|
|
| Total amortization expense |
$ 9,407
|
$ 9,419
|
$ 28,232
|
$ 28,420
|
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v3.24.3
Balance Sheet Components - Schedule of Estimated Future Amortization of Intangible Assets (Details) - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
| 2024 (remaining three months) |
$ 14,270
|
|
| 2025 |
51,948
|
|
| 2026 |
46,133
|
|
| 2027 |
42,997
|
|
| 2028 |
24,911
|
|
| Thereafter |
33,866
|
|
| Total amortization expense |
$ 214,125
|
$ 251,060
|
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v3.24.3
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($)
$ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
| Accrued payroll and payroll-related expenses |
$ 8,717
|
$ 9,501
|
| Accrued operating costs |
5,624
|
3,655
|
| Accrued bonuses |
6,006
|
6,424
|
| Sales tax liabilities from acquisitions |
3,383
|
3,383
|
| Accrued costs of revenues |
3,139
|
2,003
|
| Customer deposits |
760
|
1,302
|
| Excise taxes payable |
1,082
|
379
|
| Operating lease liabilities – current |
422
|
773
|
| Other sales tax liabilities |
504
|
404
|
| User conference accrual |
47
|
1,073
|
| Other accrued liabilities |
2,230
|
1,776
|
| Total accrued liabilities |
$ 31,914
|
$ 30,673
|
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v3.24.3
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v3.24.3
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v3.24.3
Debt - Schedule of Debt (Details) - USD ($)
$ in Thousands |
Sep. 30, 2024 |
May 15, 2024 |
Dec. 31, 2023 |
| Debt Instrument [Line Items] |
|
|
|
| 2021 Term Loan |
$ 473,919
|
|
$ 427,388
|
| Debt issuance costs |
(4,009)
|
|
(3,842)
|
| Total debt, net |
469,910
|
|
423,546
|
| Current portion of long term debt |
3,773
|
|
3,542
|
| Debt issuance costs |
(990)
|
|
(808)
|
| Total non-current portion of debt, net |
466,137
|
|
420,004
|
| Secured Debt | 2021 Term Loan |
|
|
|
| Debt Instrument [Line Items] |
|
|
|
| 2021 Term Loan |
|
$ 476,300
|
|
| Current portion of long term debt |
$ 4,763
|
|
$ 4,350
|
| X |
- DefinitionAmount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
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-Topic 835
-SubTopic 30
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-Section 45
-Paragraph 1A
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 45
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-URI https://asc.fasb.org/1943274/2147482925/835-30-45-1A
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
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-Section 55
-Paragraph 8
-Publisher FASB
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(16))
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
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-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D
Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(16)(a)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
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-Topic 210
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Topic 210
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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|
v3.24.3
Debt - Narrative (Details) - USD ($)
$ in Thousands |
|
|
3 Months Ended |
9 Months Ended |
|
May 15, 2024 |
Nov. 10, 2021 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Dec. 31, 2023 |
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Amortization of financing costs |
|
|
$ 300
|
$ 200
|
|
$ 747
|
$ 897
|
|
| Interest expense |
|
|
9,900
|
9,600
|
|
28,800
|
27,400
|
|
| Principal amount |
|
|
473,919
|
|
|
473,919
|
|
$ 427,388
|
| Debt issuance costs, gross |
|
$ 4,400
|
|
|
|
|
|
|
| 2021 Credit Agreement |
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Financing fees |
|
|
|
|
|
|
100
|
|
| 2021 Credit Agreement | Secured Overnight Financing Rate (SOFR) |
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Basis spread on variable rate |
2.75%
|
3.00%
|
|
|
|
|
|
|
| Basis spread adjustment |
0.26%
|
|
|
|
0.26%
|
|
|
|
| 2021 Term Loan |
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Amortization of financing costs |
|
|
$ 300
|
$ 200
|
|
$ 700
|
$ 800
|
|
| Debt issuance costs, gross |
|
$ 3,600
|
|
|
|
|
|
|
| Percent of original principal |
|
|
0.25%
|
|
|
0.25%
|
|
|
| Effective interest rate |
|
|
7.70%
|
|
|
7.70%
|
|
|
| 2021 Term Loan | Base Rate | Variable Rate Component One |
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Basis spread on variable rate |
|
|
|
|
|
2.75%
|
|
|
| 2021 Term Loan | Secured Overnight Financing Rate (SOFR) | Variable Rate Component Two |
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Basis spread on variable rate |
|
|
|
|
|
2.75%
|
|
|
| 2021 Term Loan | Secured Debt |
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Term loan |
|
476,300
|
|
|
|
|
|
|
| Financing fees |
$ 1,300
|
|
|
|
|
|
|
|
| Principal amount |
476,300
|
|
|
|
|
|
|
|
| Debt issuance costs, gross |
800
|
|
|
|
|
|
|
|
| Financing fees expensed |
500
|
|
|
|
|
|
|
|
| 2021 Revolving Credit Facility | Revolving Credit Facility |
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Debt issuance costs, gross |
|
500
|
|
|
|
|
|
|
| Unamortized debt issuance costs |
|
|
$ 200
|
|
|
$ 200
|
|
$ 300
|
| Commitment fee rate |
|
|
|
|
|
0.50%
|
|
|
| 2021 Revolving Credit Facility | Letter of Credit |
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Revolving credit facility, principal amount |
|
10,000
|
|
|
|
|
|
|
| 2021 Revolving Credit Facility | Line of Credit | Revolving Credit Facility |
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Revolving credit facility, principal amount |
|
50,000
|
|
|
|
|
|
|
| Unused revolving credit facility balance |
|
|
$ 50,000
|
|
|
$ 50,000
|
|
|
| 2021 Credit Agreement, Refinancing Amendment and First Amendment |
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Debt issuance costs, gross |
|
$ 800
|
|
|
|
|
|
|
| 2021 Credit Agreement, Refinancing Amendment and First Amendment | Secured Debt |
|
|
|
|
|
|
|
|
| Debt Instrument [Line Items] |
|
|
|
|
|
|
|
|
| Increase in principal amount |
$ 50,000
|
|
|
|
|
|
|
|
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| X |
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-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(8))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-3
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(16))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-4
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| X |
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-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
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-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-6
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-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B
Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B
Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C
Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E
Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F
Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/exampleRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
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v3.24.3
Stockholders' Equity - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands |
|
|
|
3 Months Ended |
9 Months Ended |
|
|
Oct. 18, 2024 |
Sep. 30, 2024 |
Feb. 09, 2024 |
Sep. 30, 2024 |
Jun. 30, 2024 |
Mar. 31, 2024 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Jan. 31, 2024 |
May 31, 2022 |
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock repurchase program authorized amount |
|
|
|
|
|
|
|
|
|
|
|
$ 125,000
|
$ 75,000
|
| Total cost of shares repurchased, including commissions, fees, and excise taxes |
|
|
$ 44,400
|
$ 31,258
|
$ 29,916
|
$ 44,377
|
$ 30,677
|
$ 1,646
|
$ 3,499
|
$ 105,551
|
$ 35,822
|
|
|
| Payment of stock issuance costs |
|
|
|
|
|
|
|
|
|
$ 75
|
$ 0
|
|
|
| Stock repurchased (in shares) |
|
|
|
1,369,004
|
|
|
1,845,708
|
|
|
2,922,898
|
2,182,215
|
|
|
| Stock remaining for repurchase under repurchase program |
|
$ 29,500
|
|
$ 29,500
|
|
|
|
|
|
$ 29,500
|
|
|
|
| 2024 Repurchase Program |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total cost of shares repurchased, including commissions, fees, and excise taxes |
|
|
$ 44,400
|
|
|
|
|
|
|
|
|
|
|
| Shares repurchased price per share (in dollars per share) |
|
|
$ 18.2875
|
|
|
|
|
|
|
|
|
|
|
| Stock repurchased (in shares) |
|
|
2,406,015
|
|
|
|
|
|
|
|
|
|
|
| The September Secondary Offering |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of stock, number of shares issued in transaction (in shares) |
|
6,000,000
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of stock issue price per share (in dollars per share) |
|
$ 21.05
|
|
$ 21.05
|
|
|
|
|
|
$ 21.05
|
|
|
|
| Payment of stock issuance costs |
|
|
|
$ 700
|
|
|
|
|
|
|
|
|
|
| The Secondary Offering |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of stock, number of shares issued in transaction (in shares) |
|
|
6,906,015
|
|
|
|
|
|
|
|
|
|
|
| Sale of stock issue price per share (in dollars per share) |
|
|
$ 19.00
|
|
|
|
|
|
|
|
|
|
|
| Payment of stock issuance costs |
|
|
|
|
|
|
|
|
|
$ 1,400
|
|
|
|
| Over-Allotment Option |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of stock, number of shares issued in transaction (in shares) |
|
900,000
|
675,000
|
|
|
|
|
|
|
|
|
|
|
| Over-Allotment Option | Subsequent Event |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Class of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of stock, number of shares issued in transaction (in shares) |
650,000
|
|
|
|
|
|
|
|
|
|
|
|
|
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v3.24.3
Stockholders' Equity - Schedule of Repurchased Share Activity (Details) - USD ($)
$ in Thousands |
|
3 Months Ended |
9 Months Ended |
Feb. 09, 2024 |
Sep. 30, 2024 |
Jun. 30, 2024 |
Mar. 31, 2024 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Stockholders' Equity Note [Abstract] |
|
|
|
|
|
|
|
|
|
| Total number of shares repurchased (in shares) |
|
1,369,004
|
|
|
1,845,708
|
|
|
2,922,898
|
2,182,215
|
| Total cost of shares repurchased, including commissions, fees, and excise taxes |
$ 44,400
|
$ 31,258
|
$ 29,916
|
$ 44,377
|
$ 30,677
|
$ 1,646
|
$ 3,499
|
$ 105,551
|
$ 35,822
|
| X |
- DefinitionNumber of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.3
Share-based Compensation - Narrative (Details) - USD ($)
$ in Thousands |
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
|
Jul. 26, 2021 |
Aug. 31, 2024 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Dec. 31, 2023 |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
|
|
| Fair value of options vested |
|
|
$ 1,100
|
$ 1,400
|
$ 3,500
|
$ 5,100
|
|
| Intrinsic value of options exercised |
|
|
1,200
|
1,500
|
2,800
|
2,900
|
|
| Total share-based compensation expense |
|
|
14,254
|
8,322
|
34,683
|
22,216
|
|
| Unrecognized stock-based compensation expense related to stock options |
|
|
$ 3,100
|
|
$ 3,100
|
|
|
| Unrecognized stock-based compensation expense, weighted -average period for recognition |
|
|
|
|
1 year 2 months 12 days
|
|
|
| Unvested (in shares) |
|
|
7,071,168
|
|
7,071,168
|
|
|
| Issuance of common stock through employee stock purchase plan (in shares) |
|
|
|
|
69,899
|
|
|
| Stock Options |
|
|
|
|
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
|
|
| Total share-based compensation expense |
|
|
$ 800
|
1,300
|
$ 3,100
|
4,100
|
|
| Unrecognized stock-based compensation expense, weighted -average period for recognition |
|
|
|
|
1 year 2 months 12 days
|
|
|
| Restricted Stock Units (RSUs) |
|
|
|
|
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
|
|
| Total share-based compensation expense |
|
|
$ 10,900
|
7,000
|
$ 28,900
|
17,800
|
|
| Unrecognized stock-based compensation expense, weighted -average period for recognition |
|
|
|
|
2 years 10 months 20 days
|
|
|
| Common stock received upon vesting and settlement of RSUs (in shares) |
|
|
1
|
|
1
|
|
|
| Unvested (in shares) |
|
|
7,071,168
|
|
7,071,168
|
|
4,919,744
|
| Unrecognized stock-based compensation expense, awards other than options |
|
|
$ 118,800
|
|
$ 118,800
|
|
|
| Granted (in shares) |
|
|
|
|
4,863,095
|
|
|
| Performance Stock Units |
|
|
|
|
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
|
|
| Total share-based compensation expense |
|
|
2,500
|
|
$ 2,500
|
|
|
| Unrecognized stock-based compensation expense related to stock options |
|
|
4,100
|
|
$ 4,100
|
|
|
| Unrecognized stock-based compensation expense, weighted -average period for recognition |
|
|
|
|
3 months
|
|
|
| Common stock received upon vesting and settlement of RSUs (in shares) |
|
1
|
|
|
|
|
|
| Granted (in shares) |
|
296,544
|
|
|
|
|
|
| Fair value of PSUs |
|
$ 6,600
|
|
|
|
|
|
| Purchase rights committed under the ESPP |
|
|
|
|
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
|
|
| Total share-based compensation expense |
|
|
200
|
$ 200
|
$ 500
|
$ 500
|
|
| Unrecognized stock-based compensation expense, awards other than options |
|
|
$ 100
|
|
$ 100
|
|
|
| 2021 Plan |
|
|
|
|
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
|
|
|
|
| Common stock, capital shares reserved for future issuance (in shares) |
13,171,588
|
|
|
|
|
|
|
| Annual increase in shares authorized, percentage |
5.00%
|
|
|
|
|
|
|
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v3.24.3
Share-based Compensation - Schedule of Stock Option Activity (Details)
$ / shares in Units, $ in Thousands |
9 Months Ended |
12 Months Ended |
|
Sep. 30, 2024
USD ($)
$ / shares
shares
|
Dec. 31, 2023
USD ($)
$ / shares
shares
|
| Number of Options |
|
|
| Beginning balance (in shares) | shares |
3,976,372
|
|
| Granted (in shares) | shares |
0
|
|
| Exercised (in shares) | shares |
(343,742)
|
|
| Forfeited (in shares) | shares |
(252,160)
|
|
| Ending balance (in shares) | shares |
3,380,470
|
3,976,372
|
| Vested and expected to vest in the future (in shares) | shares |
3,380,470
|
|
| Exercisable at end of period (in shares) | shares |
3,029,080
|
|
| Weighted Average Exercise Price |
|
|
| Beginning balance (in dollars per share) | $ / shares |
$ 12.53
|
|
| Granted (in dollars per share) | $ / shares |
0
|
|
| Exercised (in dollars per share) | $ / shares |
13.76
|
|
| Forfeited (in dollars per share) | $ / shares |
20.30
|
|
| Ending balance (in dollars per share) | $ / shares |
11.82
|
$ 12.53
|
| Vested and expected to vest in the future (in dollars per share) | $ / shares |
11.82
|
|
| Exercisable at end of period (in dollars per share) | $ / shares |
$ 10.76
|
|
| Weighted Average Remaining Contract Term and Aggregate Intrinsic Value |
|
|
| Weighted average remaining contractual term |
5 years 6 months 7 days
|
6 years 8 months 4 days
|
| Weighted average remaining contractual term, vested and expected to vest in the future |
5 years 6 months 7 days
|
|
| Weighted average remaining contractual term, exercisable at end of period |
5 years 3 months 29 days
|
|
| Aggregate intrinsic value | $ |
$ 33,580
|
$ 49,670
|
| Aggregate intrinsic value, vested and expected to vest in the future | $ |
33,580
|
|
| Aggregate intrinsic value, exercisable at end of period | $ |
$ 32,877
|
|
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v3.24.3
Share-based Compensation - Schedule of RSU Activity (Details) - $ / shares
|
1 Months Ended |
9 Months Ended |
Aug. 31, 2024 |
Sep. 30, 2024 |
| Number of RSUs |
|
|
| Non-vested ending balance (in shares) |
|
7,071,168
|
| Restricted Stock Units (RSUs) |
|
|
| Number of RSUs |
|
|
| Non-vested beginning balance (in shares) |
|
4,919,744
|
| Granted (in shares) |
|
4,863,095
|
| Vested (in shares) |
|
(1,716,092)
|
| Forfeited (in shares) |
|
(995,579)
|
| Non-vested ending balance (in shares) |
|
7,071,168
|
| Weighted Average Grant Date Fair Value |
|
|
| Non-vested beginning balance (in dollars per share) |
|
$ 17.19
|
| Granted (in dollars per share) |
|
19.47
|
| Vested (in dollars per share) |
|
17.49
|
| Forfeited (in dollars per share) |
|
17.32
|
| Non-vested ending balance (in dollars per share) |
|
$ 18.67
|
| Performance Stock Units |
|
|
| Number of RSUs |
|
|
| Granted (in shares) |
296,544
|
|
| X |
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v3.24.3
Share-based Compensation - Schedule of Share-Based Compensation (Details) - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] |
|
|
|
|
| Total share-based compensation expense |
$ 14,254
|
$ 8,322
|
$ 34,683
|
$ 22,216
|
| Cost of revenues |
|
|
|
|
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] |
|
|
|
|
| Total share-based compensation expense |
1,252
|
910
|
3,397
|
2,919
|
| General and administrative expense |
|
|
|
|
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] |
|
|
|
|
| Total share-based compensation expense |
8,502
|
4,443
|
19,687
|
11,938
|
| Research and development |
|
|
|
|
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] |
|
|
|
|
| Total share-based compensation expense |
2,630
|
1,709
|
6,663
|
5,368
|
| Capitalized software costs |
100
|
100
|
200
|
200
|
| Sales and marketing |
|
|
|
|
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] |
|
|
|
|
| Total share-based compensation expense |
1,870
|
1,260
|
4,943
|
2,654
|
| Restructuring Related Costs |
|
|
|
|
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] |
|
|
|
|
| Total share-based compensation expense |
$ 0
|
$ 0
|
$ (7)
|
$ (663)
|
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.3
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v3.24.3
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($)
$ in Thousands |
3 Months Ended |
9 Months Ended |
|
|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
| Cost of revenues |
$ 22,790
|
$ 22,488
|
$ 67,507
|
$ 69,973
|
|
|
| General and administrative |
29,649
|
23,218
|
84,065
|
70,182
|
|
|
| Research and development |
10,019
|
11,248
|
29,409
|
36,814
|
|
|
| Sales and marketing |
10,492
|
9,441
|
32,495
|
26,212
|
|
|
| Related party receivables, net |
38,868
|
33,996
|
38,868
|
33,996
|
$ 32,412
|
$ 32,905
|
| Prepaid expenses and other current assets |
12,309
|
|
12,309
|
|
11,574
|
|
| Total current assets |
133,443
|
|
133,443
|
|
124,427
|
|
| Accounts payable |
6,165
|
|
6,165
|
|
4,405
|
|
| Accrued liabilities |
31,914
|
|
31,914
|
|
30,673
|
|
| Total current liabilities |
71,619
|
|
71,619
|
|
55,844
|
|
| Related Party |
|
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
| Cost of revenues |
456
|
416
|
1,321
|
1,183
|
|
|
| General and administrative |
(76)
|
154
|
670
|
556
|
|
|
| Research and development |
27
|
57
|
79
|
284
|
|
|
| Sales and marketing |
0
|
0
|
0
|
1
|
|
|
| Total related party expenses |
407
|
$ 627
|
2,070
|
$ 2,024
|
|
|
| Prepaid expenses and other current assets |
105
|
|
105
|
|
38
|
|
| Total current assets |
105
|
|
105
|
|
38
|
|
| Accounts payable |
312
|
|
312
|
|
110
|
|
| Accrued liabilities |
323
|
|
323
|
|
243
|
|
| Total current liabilities |
$ 635
|
|
$ 635
|
|
$ 353
|
|
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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| X |
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-Topic 210
-SubTopic 10
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(21))
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-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (b)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
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-Section 50
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-Subparagraph (f)
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
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-Section 55
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section S99
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section S99
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section S99
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147481404/852-10-50-7
Reference 21: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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v3.24.3
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-Topic 505
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-Topic 505
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-URI https://asc.fasb.org/1943274/2147481520/505-30-50-4
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v3.24.3
Net Loss Per Share - Schedule of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands |
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Jun. 30, 2024 |
Mar. 31, 2024 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Numerator: |
|
|
|
|
|
|
|
|
| Net loss attributable to common stockholders |
$ (7,051)
|
$ (9,670)
|
$ (5,306)
|
$ (2,069)
|
$ (5,230)
|
$ (5,666)
|
$ (22,027)
|
$ (12,965)
|
| Weighted average common stock outstanding: |
|
|
|
|
|
|
|
|
| Basic (in shares) |
75,631,670
|
|
|
81,073,915
|
|
|
76,495,022
|
80,883,310
|
| Diluted (in shares) |
75,631,670
|
|
|
81,073,915
|
|
|
76,495,022
|
80,883,310
|
| Net loss per share: |
|
|
|
|
|
|
|
|
| Basic (in dollars per share) |
$ (0.09)
|
|
|
$ (0.03)
|
|
|
$ (0.29)
|
$ (0.16)
|
| Diluted (in dollars per share) |
$ (0.09)
|
|
|
$ (0.03)
|
|
|
$ (0.29)
|
$ (0.16)
|
| Stock Options |
|
|
|
|
|
|
|
|
| Weighted average common stock outstanding: |
|
|
|
|
|
|
|
|
| Effect of dilutive securities (shares) |
0
|
|
|
0
|
|
|
0
|
0
|
| RSUs unvested |
|
|
|
|
|
|
|
|
| Weighted average common stock outstanding: |
|
|
|
|
|
|
|
|
| Effect of dilutive securities (shares) |
0
|
|
|
0
|
|
|
0
|
0
|
| PSUs unvested |
|
|
|
|
|
|
|
|
| Weighted average common stock outstanding: |
|
|
|
|
|
|
|
|
| Effect of dilutive securities (shares) |
0
|
|
|
0
|
|
|
0
|
0
|
| Purchase rights committed under the ESPP |
|
|
|
|
|
|
|
|
| Weighted average common stock outstanding: |
|
|
|
|
|
|
|
|
| Effect of dilutive securities (shares) |
0
|
|
|
0
|
|
|
0
|
0
|
| X |
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| X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
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-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482635/260-10-55-52
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section 65
-Paragraph 2
-Subparagraph (g)(3)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Section 50
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section 55
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482635/260-10-55-15
Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
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-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-Section 50
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11
Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-7
Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
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-Section 45
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-Publisher FASB
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
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-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.3
Net Loss Per Share - Schedule of Outstanding Potentially Dilutive Securities (Details) - shares
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
|
|
| Antidilutive securities excluded from computation of earnings per share (in shares) |
10,821,391
|
8,275,757
|
10,822,242
|
8,272,630
|
| Options outstanding, unexercised |
|
|
|
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
|
|
| Antidilutive securities excluded from computation of earnings per share (in shares) |
3,380,470
|
3,080,624
|
3,380,470
|
3,080,624
|
| RSUs, unvested |
|
|
|
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
|
|
| Antidilutive securities excluded from computation of earnings per share (in shares) |
7,071,168
|
5,116,305
|
7,071,168
|
5,116,305
|
| PSUs unvested |
|
|
|
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
|
|
| Antidilutive securities excluded from computation of earnings per share (in shares) |
296,544
|
0
|
296,544
|
0
|
| Purchase rights committed under the ESPP |
|
|
|
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
|
|
| Antidilutive securities excluded from computation of earnings per share (in shares) |
73,209
|
78,828
|
74,060
|
75,701
|
| X |
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v3.24.3
Restructuring Activities - Narrative (Details) - USD ($)
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
Jan. 31, 2024 |
Feb. 28, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
| Restructuring Cost and Reserve [Line Items] |
|
|
|
|
|
|
| Restructuring related costs |
|
|
$ 0
|
$ 0
|
$ 4,179,000
|
$ 3,621,000
|
| The 2024 Realignment Plan |
|
|
|
|
|
|
| Restructuring Cost and Reserve [Line Items] |
|
|
|
|
|
|
| Reduction in current workforce |
12.00%
|
|
|
|
|
|
| Restructuring related costs |
|
|
$ 0
|
|
|
|
| 2023 Restructuring Plan |
|
|
|
|
|
|
| Restructuring Cost and Reserve [Line Items] |
|
|
|
|
|
|
| Reduction in current workforce |
|
11.00%
|
|
|
|
|
| Restructuring related costs |
|
|
|
$ 0
|
|
|
| Severance and Related Costs | The 2024 Realignment Plan |
|
|
|
|
|
|
| Restructuring Cost and Reserve [Line Items] |
|
|
|
|
|
|
| Restructuring related costs |
|
|
|
|
4,200,000
|
|
| Severance and Related Costs | 2023 Restructuring Plan |
|
|
|
|
|
|
| Restructuring Cost and Reserve [Line Items] |
|
|
|
|
|
|
| Restructuring related costs |
|
|
|
|
|
3,600,000
|
| Previously Vested Stock Based Compensation | The 2024 Realignment Plan |
|
|
|
|
|
|
| Restructuring Cost and Reserve [Line Items] |
|
|
|
|
|
|
| Restructuring related costs |
|
|
|
|
$ 0
|
|
| Previously Vested Stock Based Compensation | 2023 Restructuring Plan |
|
|
|
|
|
|
| Restructuring Cost and Reserve [Line Items] |
|
|
|
|
|
|
| Restructuring related costs |
|
|
|
|
|
$ 700,000
|
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Grafico Azioni MeridianLink (NYSE:MLNK)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni MeridianLink (NYSE:MLNK)
Storico
Da Dic 2023 a Dic 2024
