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What changed in Intapp, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Intapp, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+431 added−428 removedSource: 10-K (2025-08-20) vs 10-K (2024-08-26)

Top changes in Intapp, Inc.'s 2025 10-K

431 paragraphs added · 428 removed · 334 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

76 edited+42 added−31 removed18 unchanged
Biggest changeThese capabilities enable our clients to make meaningful changes to their user experience, processes, and business rules with drag-and-drop configuration features and functionality — without having to perform custom coding. The flexibility of this framework enables firms to maximize their agility and easily adapt the software to match the frequent changes in their business.
Biggest changeLow-code configurability and personalized UX Our configurable user experience (“UX”) capabilities allow both technical and non-technical users to quickly tailor Intapp applications to meet their specific needs. These capabilities enable our clients to make meaningful changes to their UX, processes, and business rules using drag-and-drop configuration features and functionality — without having to perform custom coding.
We believe that the principal competitive factors in our industry include the following: • Deep domain experience and a long-term, trusted relationship; • Product innovation, quality, functionality, and design; • Solutions that are purpose-built for this industry; • Platform solutions that are complete, end-to-end solutions across the relationship lifecycle; • Solutions that enable connectedness of key data and processes through the use of AI; • A track record of delivering value consistently over time; • A strong commitment to security and privacy; and • Brand reputation and name recognition in the industry.
We believe that the principal competitive factors in our industry include the following: • Deep domain experience and long-term, trusted relationships; • Product innovation, quality, functionality, and design; • Solutions that are purpose-built for this industry; • Platform solutions that are complete, end-to-end solutions across the relationship lifecycle; • Solutions that enable connectedness of key data and processes through the use of AI; • A track record of delivering value consistently over time; • A strong commitment to security and privacy; and • Brand reputation and name recognition in the industry.
We cannot guarantee that patents will be issued from any of our pending applications or that, if patents are issued, they will be of sufficient scope or strength to provide meaningful protection for our technology. It may be necessary in the future to seek or renew licenses relating to various aspects of the Company’s products, processes and services.
We cannot guarantee that patents will be issued from any of our pending applications or that, if patents are issued, they will be of sufficient scope or strength to provide meaningful protection for our technology. It may be necessary in the future to seek or renew licenses relating to various aspects of our products, processes, and services.
Additionally, the European Union’s General Data Protection Regulation (“GDPR”), along with the United Kingdom which also still has laws equivalent to the GDPR/EU data protection laws, has resulted and will continue to result in significantly greater compliance burdens and costs for companies with users and operations in the European Union.
Additionally, the European Union’s General Data Protection Regulation (“GDPR”) — along with the United Kingdom which also still has laws equivalent to the GDPR/EU data protection laws — have resulted and will continue to result in significantly greater compliance burdens and costs for companies with users and operations in the European Union.
In recent years, there has been an increase in attention to and regulation of data protection and data privacy across the globe, including the Federal Trade Commission’s (“FTC”) increasingly active approach to enforcing data privacy in the United States.
In recent years, there has been an increase in attention to and regulation of data protection and data privacy across the globe, including the Federal Trade Commission’s increasingly active approach to enforcing data privacy in the United States.
Further corporate governance information, including our corporate governance guidelines, code of business conduct and ethics, and committee charters, is also available on our investor relations website under the heading “Corporate Governance.” Information contained on, or that can be accessed through, our website does not constitute part of, and is not incorporated into, this Annual Report on Form 10-K or in any other report or document we file with the SEC. 10 Table of Contents
Further corporate governance information, including our corporate governance guidelines, code of business conduct and ethics, and committee charters, is also available on our investor relations webpage under the heading “Corporate Governance.” Information contained on, or that can be accessed through, our website does not constitute part of, and is not incorporated into, this Annual Report on Form 10-K or in any other report or document we file with the SEC. 11 Table of Contents
Moreover, because our market is highly competitive and subject to rapid change, it is possible that new entrants — especially those with substantial resources, more efficient operating models, more rapid technology and content development cycles, or lower marketing costs — could introduce new solutions that disrupt our market and better address the needs of our clients and potential clients.
Moreover, because our market is highly competitive and subject to rapid change, it is possible that new entrants — especially those with substantial resources, more efficient operating models, more rapid technology and content development cycles, or lower marketing costs — could introduce new offerings that disrupt our market and better address the needs of our clients and potential clients.
As a result, we believe these firms are increasingly embracing industry-specific software and AI technology to achieve improved levels of growth, investment, returns, productivity, risk management, and a differentiated experience for their clients, teams, and investors.
As a result, these firms are increasingly embracing industry-specific software and AI technology to achieve improved levels of growth, investment, returns, productivity, risk management, and a differentiated experience for their clients, teams, and investors.
We also utilize a substantial number of independent contractors and consultants working in research and development throughout the world. 7 Table of Contents Our Employees and Human Capital We have built our culture around the success of our clients, our partners, our employees, and our investors.
We also utilize a substantial number of independent contractors and consultants working in research and development throughout the world. 8 Table of Contents Our Employees and Human Capital We have built our culture around the success of our clients, our partners, our employees, and our investors.
Numerous other states have enacted or are considering enacting similar privacy laws further complicating our privacy compliance obligations through the introduction of increasingly disparate requirements across the various U.S. jurisdictions in which we operate. The impact of these laws on us and others in our industry is and will remain unclear until additional regulations are issued.
Numerous other states have enacted or are considering enacting similar privacy laws, further complicating our privacy compliance obligations through the introduction of increasingly disparate requirements across the various U.S. jurisdictions in which we operate. 10 Table of Contents The impact of these laws on us and others in our industry is and will remain unclear until additional regulations are issued.
Clients value our scalable platform’s differentiated domain expertise, purpose-built capabilities, comprehensive end-to-end offering, data-driven AI insights, and industry brand. We are trusted by many of the world’s elite firms, including 95 of the Am Law 100 law firms, 15 of the top 20 accounting firms, and over 1,700 private capital and investment banking firms.
Clients value our scalable platform’s differentiated domain expertise, purpose-built capabilities, comprehensive end-to-end offerings, data-driven AI insights, and industry brand. We are trusted by many of the world’s elite firms, including 95 of the Am Law 100 law firms, 16 of the top 20 accounting firms, and over 1,700 private capital and investment banking firms.
Our specialized industry data model is purpose-built to capture the complex relationships, and the specialized knowledge and experience, that are unique to the firms we serve. The platform creates “many-to-many” data linkages that connect professionals with prospective clients, investors, and target portfolio companies and assets.
These capabilities include: • A specialized industry graph data model: Our specialized industry data model is purpose-built to capture the complex relationships, and the specialized knowledge and experience, that are unique to the firms we serve. The platform creates “many-to-many” data linkages that connect professionals with prospective clients, investors, and target portfolio companies and assets.
While the Company has generally been able to obtain such licenses on commercially reasonable terms in the past, there is no guarantee that such licenses could be obtained in the future on reasonable terms or at all.
While we have generally been able to obtain such licenses on commercially reasonable terms in the past, there is no guarantee that such licenses could be obtained in the future on reasonable terms or at all.
We have carefully recruited, selected, and developed employees who are highly focused on delivering success for our clients in the professional and financial services industry. This strategy is a crucial element of our hiring and evaluation processes throughout all departments. We believe this approach produces high levels of both client success and employee engagement.
We have carefully recruited, selected, and developed employees who are highly focused on delivering success for our clients. This strategy is a crucial element of our hiring and evaluation processes throughout all departments. We believe this approach produces high levels of both client success and employee engagement.
Our website address is www.intapp.com. We make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Securities Exchange Act of 1934, as amended (“Exchange Act”).
We make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Securities Exchange Act of 1934, as amended (“Exchange Act”).
The industry is competitive, and uniquely structured around highly experienced partners and professionals who leverage knowledge, intellectual capital, and relationships to succeed — differing greatly from companies that sell goods and products. Firms must manage an intricate web of complex, non-linear relationships spread across various functions, processes, and personnel, while also navigating an ever-changing market and regulatory environment.
These industries are highly regulated, competitive and uniquely structured around deeply experienced partners and professionals who leverage knowledge, intellectual capital, and relationships to succeed — differing greatly from companies that sell goods and products. Firms must manage an intricate web of complex, non-linear relationships spread across various functions, processes, and personnel, while also navigating an ever-changing market and regulatory environment.
We believe that this unique opportunity will allow us to continue to attract top talent for our product development and sales efforts. As of June 30, 2024, we had 1,235 full-time employees. Our employees are primarily located in the U.S., the U.K., Europe, Australia, and Singapore.
We believe that this unique opportunity will allow us to continue to attract top talent for our product development and sales efforts. As of June 30, 2025, we had 1,336 full-time employees. Our employees are primarily located in the U.S. and the U.K.
We seek to drive market demand by developing and delivering specific, market-focused solutions to financial professional services firms. 6 Table of Contents We primarily generate sales through a direct sales model. All sales personnel focus on attracting new clients as well as expanding usage within our existing client base.
We seek to drive market demand by developing and delivering specific, market-focused solutions to these firms. We primarily generate sales through a direct sales model. All sales personnel focus on attracting new clients as well as expanding usage within our existing client base.
Using the power of Applied AI, our purpose-built vertical software as a service (“SaaS”) solutions accelerate the flow of information firmwide, activate expertise, empower teams, strengthen client relationships, manage risk, and help firms adapt more quickly in a highly complex ecosystem.
Using the power of Applied AI, our purpose-built vertical SaaS solutions help firms accelerate the flow of information, activate expertise, empower teams, strengthen client relationships, reduce risk, and adapt more quickly in a highly complex ecosystem.
We sell our software on a subscription basis through a direct sales model. As of June 30, 2024, we had over 2,550 clients. Our business has historically grown through a combination of expanding within our existing client base — including additional users and capabilities — and selling to new clients.
We sell our software on a subscription basis through a direct sales model. As of June 30, 2025, we had over 2,700 clients. Our business has historically grown through a combination of expanding within our existing client base by adding additional users and capabilities, selling to new clients, and cloud migrations.
This includes our robust set of applied AI capabilities that help clients solve unique challenges, allowing them to grow faster and run smarter. We have curated a robust, industry-specific partner ecosystem that allows our clients to generate added value from the adoption of our platform. All of these elements work together in our comprehensive industry cloud strategy.
This includes our robust set of Applied AI capabilities that help clients solve unique challenges, allowing them to grow faster and run smarter. It also includes our expansive industry-specific partner ecosystem, which allows our clients to generate added value from the adoption of our platform. All these elements work together in our comprehensive technology strategy: Intapp Intelligent Cloud.
Our AI team has been delivering capabilities into our solutions for more than 10 years, leveraging AI technology from automation to machine learning (“ML”) to deep learning to generative AI. The functions span a wide range across firm operations, including strategy, business development, risk and compliance, and work execution.
Our AI team has been delivering capabilities into our solutions for over a decade, leveraging AI technology including automation, machine learning, deep learning and generative AI. The functions span a wide range across firm operations, including strategy, business development, risk and compliance, and work execution.
Our clients deliver value by leveraging their expertise, relationships, and experience. By its very nature, their work involves compiling inputs from vast sources of data and generating informed opinions that drive action. We believe these firms and their professionals are uniquely positioned to benefit from the promise of generative AI.
By its very nature, their work involves compiling inputs from vast sources of data and generating informed opinions that drive action. We believe these firms and their professionals are uniquely positioned to benefit from the promise of generative AI and advanced digital tools.
We have had success in driving clients to further adoption, and currently have 73 clients, up from 53 clients at the end of fiscal year 2023, representing a 38% increase, with contracts greater than $1 million of annual recurring revenues (“ARR”).
We have had success in driving clients to further adoption, and currently have 109 clients with contracts greater than $1.0 million of annual recurring revenues (“ARR”). This number is up from 73 clients at the end of fiscal year 2024, representing a 49% increase year-over-year.
Intapp’s cloud services comply with numerous internationally recognized standards, such as ISO 27001, ISO 27017, ISO 27018, SOC 2, and CSA STAR. • Open ecosystem and APIs. Intapp’s platform supports an open ecosystem by creating a centralized data lake and messaging service that integrates with disparate internal data sources and third-party applications and data services.
Intapp’s cloud services comply with numerous internationally recognized standards, including ISO 27001, ISO 27017, ISO 27018, SOC 2, and CSA STAR. 5 Table of Contents • Open ecosystem and application programming interface (“APIs”) : Intapp supports an open ecosystem by creating a centralized data lake and messaging service that integrates with disparate internal data sources and third-party applications and data services.
With this approach, all cloud tenants are always on the latest versions of the software and have immediate access to critical new features, bug fixes, and innovations — without the lead time and delays common with traditional on-premises upgrade cycles. • Enterprise-grade security.
With this approach, all cloud tenants are always on the latest versions of the software and have immediate access to critical new features, bug fixes, and innovations — without the lead time and delays common with traditional on-premises upgrade cycles. • Enterprise-grade security : In response to the security requirements of professional and financial services firms, Intapp SaaS solutions provide tenants with enterprise-grade security, data protection, and control.
There is no active patent litigation involving any of our patents, and we have not received any notices claiming that our activities infringe a third-party’s patent.
We believe the duration of our patents is adequate relative to the expected lives of our product and service offerings. There is no active patent litigation involving any of our patents, and we have not received any notices claiming that our activities infringe a third-party’s patent.
The Intapp Intelligent Cloud platform offers our developers an opportunity to build important solutions that can become the standard in the professional and financial services industry, while enabling sales personnel to sell a growing portfolio of solutions to a focused, deep set of firms.
The Intapp Intelligent Cloud offers our developers an opportunity to build important solutions that can become the standard in the accounting, consulting, investment banking, legal, private capital and real assets industries, while enabling sales personnel to sell a growing portfolio of solutions to a focused, deep set of firms.
Our solutions leverage these linkages to provide personalized analysis and insights for each professional that reflect their unique area of specialty, such as client industry, asset class, investment strategy, geography, or transaction type. • A low-code integration platform .
Our solutions leverage these linkages to provide personalized analysis and insights for each professional that reflect their unique area of specialty, such as client industry, asset class, investment strategy, geography, or transaction type. • A low-code integration tool: Intapp Integration Service is a core capability of our platform that provides cloud-native, easy-to-use, enterprise-class integration to connect applications and data — without requiring any code.
Our solutions serve firms’ need for strong operational controls and compliance, and are complemented by solutions that support the work of the partners and professionals that grow the firms’ fees and revenues: • Intapp DealCloud serves partners and professionals in all of our markets.
Our solutions serve firms’ need for strong operational controls and compliance and are complemented by solutions that support the work of the partners and professionals that grow the firms’ fees and revenues. • Intapp DealCloud serves partners and professionals across all our markets, empowering them to manage client relationships, prospective clients and investments, current engagements, and operations.
Additionally, our internal operations and analytics instrumentation aggregates and leverages client instance and tenant experience captured within our solutions to track uptime and provide clients with real-time cloud status and trust information. • Single unified codebase.
Additionally, our internal operations and analytics instrumentation aggregates and leverages client instance and tenant experience captured within our solutions to track uptime and provide clients with real-time cloud status and trust information. • Single unified codebase : We develop and release new versions of our solutions to cloud tenants on a common release schedule, with quarterly major releases and monthly maintenance releases.
We focus our efforts on enhancing our existing solutions and developing new solutions for our clients. Our research and development teams are primarily located in Palo Alto, California; Charlotte, North Carolina; Belfast, Northern Ireland; Berlin, Germany and Manchester, England.
Our research and development team is responsible for the design, architecture, testing, and quality of our solutions. We focus our efforts on enhancing our existing solutions and developing new solutions for our clients. Our research and development teams are primarily located in Belfast, Northern Ireland; Palo Alto, California; Charlotte, North Carolina; Berlin, Germany; London, U.K., and Lisbon, Portugal.
We leverage our deep domain expertise in professional and financial services to create and provide our clients with access to pre-built industry-relevant configuration templates that are designed precisely for how these firms and their professionals operate.
The flexibility of this framework enables firms to maximize their agility and easily adapt the software to match the frequent changes in their business. We leverage our deep domain expertise in professional and financial services to create and provide our clients with access to pre-built industry-relevant configuration templates designed precisely for how these firms and their professionals operate.
Industry-specific data architecture Our platform includes several key data management capabilities that help firms more effectively capture and leverage their critical data using a system of record that reflects the unique operating model of our client firms. These capabilities include: • A specialized industry graph data model.
Helps professionals identify and pursue high-value opportunities more efficiently. 4 Table of Contents Industry-specific data architecture Our data foundation includes several key data management capabilities that help firms more effectively capture and leverage their critical data using a system of record that reflects the unique operating model of our client firms.
We plan to continue investing in our research and development team to enhance the functionality and breadth of our current solutions, as well as to develop and launch new solutions to address the evolving needs of our clients.
We believe we are a leader in the adoption cycle of cloud-based solutions by professional and financial services firms. • Add new solutions to our platform: We plan to continue investing in our research and development team to enhance the functionality and breadth of our current solutions, as well as to develop and launch new solutions to address the evolving needs of our clients.
We believe our cloud and Applied AI strategy and solutions provide us with a competitive advantage, driven by our deep domain expertise gained over 20 years of serving these professional firms. We have cultivated difficult-to-replicate, privileged access to these firms resulting in a deep understanding of how they work and what they need.
Alongside our cloud and Applied AI strategies and solutions, we believe our deep domain expertise — gained over 25 years of operating experience — drives our competitive advantage. We have cultivated privileged, difficult-to-replicate access to the world’s leading firms, resulting in a deep understanding of how they work and what they need.
Our sales team is supported by technical sales professionals and subject-matter experts who facilitate the sales process through developing and presenting demonstrations of our solutions after assessing requirements, addressing security and technical questions, and matching client needs with the appropriate solutions.
Our sales team is supported by technical sales professionals and subject-matter experts who facilitate the sales process by developing and presenting demonstrations of our solutions in a way that aligns with specific firm requirements, security and technical questions, and solutions that match the firm’s needs.
We will continue to evaluate acquisition opportunities that will help us extend our market leadership and client reach. Our Clients Intapp is a leading global provider of AI-powered solutions for professionals at advisory, capital markets and legal firms. We serve the world’s premier accounting, consulting, investment banking, legal, private capital, and real assets firms.
Our Clients Intapp is a leading global provider of AI-powered solutions for professionals at the world’s premier accounting, consulting, investment banking, legal, private capital, and real assets firms.
This includes a unique understanding of the complex obligations professionals face and the need to ensure that AI generated results include provenance and that users’ results are sourced only from data they are authorized to see – a unique challenge to these professionals and their firms.
We apply our unique understanding of their complex obligations, so our solutions’ AI-generated results include provenance and are sourced only from data that each user is authorized to see — solving a unique challenge to these professionals and their firms.
We also have a team of experts who help advise on best practices and methodologies, strategize with respect to operations processes and management structure, and assess value creation and return on investment from our solutions. We have a growing partner ecosystem that includes a range of technology and implementation partners.
We also have a team of experts who help advise on best practices and methodologies, strategize with respect to operations processes and management structure, and assess value creation and return on investment from our solutions. We are leveraging AI across our go-to-market functions to scale content creation, streamline campaigns, and enhance seller enablement.
Our industry cloud strategy leverages deep understanding of the professionals across this industry to deliver products on the Intapp Intelligent Cloud platform that are tailored to address these firms’ specific business challenges. We combine our purpose-built technology with what we believe are best practices developed over more than 20 years and through thousands of successful deployments.
Our industry cloud strategy leverages deep understanding of the professionals across accounting, consulting, investment banking, legal, private capital and real assets to deliver products that are tailored to address their specific business challenges. We combine our purpose-built technology with best practices that have been developed over 25 years of experience and thousands of successful deployments.
We believe we are addressing a large, underserved market of firms with high demand for the capabilities we offer, and that we have a significant opportunity to continue to grow our client base.
And our Applied AI strategy expands the value of our cloud offerings by incorporating recent advancements in AI to help our clients solve practical and unique business challenges. • Grow our client base: We are addressing a large, underserved market of firms with high demand for the capabilities we offer, thus we believe we have a significant opportunity to continue to grow our client base.
We regularly analyze trends across the global market to identify areas for successful expansion and prioritize our investment to maximize our opportunity. We will continue to broaden our global footprint and intend to establish a presence in additional international markets. • Selectively pursue strategic transactions.
We regularly analyze trends across the global market to identify areas for successful expansion and prioritize our investment to maximize our opportunity.
By mapping the user interface, data model, and workflows of our platform to firms’ unique industry and organizational requirements, we can deliver smart, personalized experiences by practice area, asset class, investment strategy, sector, industry, and geography.
By mapping the user interface, data model, and workflows of our platform to firms’ unique industry and organizational requirements, we deliver smart, personalized experiences by practice area, asset class, investment strategy, sector, industry, and geography. 3 Table of Contents Applied AI — our AI strategy Industry-specific AI is embedded throughout our cloud platform and solutions to help firms use their vast amounts of data to optimize critical processes and make better, faster decisions.
Internally built or legacy solutions tend to be outdated, expensive, and cumbersome to maintain, while horizontal solutions do not align well with how these firms operate and require heavy customization.
Historically, firms in these industries have either relied on internally built technology solutions and legacy on-premises software, or they have attempted to use horizontal software providers to meet their industry-specific technology needs. Internally built or legacy solutions tend to be outdated, expensive, and cumbersome to maintain, while horizontal solutions do not align well with how firms operate, necessitating heavy customization.
Intapp Integration Service includes more than 100 industry-specific connectors, as well as extensive built-in workflow and automation capabilities tailored to the unique needs of professional firms. 4 Table of Contents • Market intelligence in one place .
Intapp Integration Service includes more than 100 industry-specific connectors, as well as extensive built-in workflow and automation capabilities tailored to the unique needs of professional firms. • Market intelligence in one place: Our DealCloud platform combines proprietary and third-party market data, transforming it into institutional knowledge that gives dealmakers and other professionals a competitive advantage through better market intelligence.
Collectively, more than 2,550 clients, including 95 of the Am Law 100 law firms, 15 of the top 20 accounting firms, and over 1,700 private capital and investment banking firms rely on Intapp solutions to help activate their collective knowledge, navigate complex relationships, and drive growth. No single client represented more than 10% of total revenues in fiscal year 2024.
Collectively, more than 2,700 clients, including 95 of the Am Law 100 law firms, 16 of the top 20 accounting firms, and over 1,700 private capital and investment banking firms rely on Intapp solutions to help activate their collective knowledge, navigate complex relationships, and drive growth. 7 Table of Contents Our Functions Sales and Marketing We currently focus on marketing and selling our solutions to accounting, consulting, investment banking, legal, private capital, and real assets firms in North America, Europe, the Middle East, and Asia Pacific.
Seasonality We generally experience seasonality in billings with our clients, and we typically record a higher percentage of billings in our fourth quarter than in the other quarters. 9 Table of Contents Available Information The Securities and Exchange Commission (“SEC”) maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov .
Available Information The Securities and Exchange Commission (“SEC”) maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov . Our website address is www.intapp.com.
By leveraging Intapp’s open (REST) APIs, client IT departments, other software providers, firm consultants, and partners in Intapp’s ecosystem can extend the benefits of Intapp’s platform to a broader range of business applications. 3 Table of Contents Low-code configurability and personalized UX Our configurable UX capabilities allow both technical and non-technical users to rapidly tailor our applications to meet their specific needs.
By leveraging Intapp’s open representational state transfer APIs, client IT departments, other software providers, firm consultants, and partners in Intapp’s ecosystem can extend the benefits of Intapp’s platform to a broader range of business applications.
We support our clients with access to engineers, other technical support personnel, release management, and managed services. To help our clients achieve success with the Intapp Intelligent Cloud platform, we offer in-depth change management workshops, classroom and virtual end-user and administrator training, consultative adoption services, and best practices.
To help our clients achieve success with the Intapp Intelligent Cloud, we offer in-depth change management workshops, classroom and virtual end-user and administrator training, consultative adoption services, and best practices. We view our clients’ success as a cornerstone of our business model and philosophy, and are organized to measure, monitor, and deliver high levels of client satisfaction.
Further, certain of our competitors may challenge our intellectual property, may develop additional competing or superior technologies and processes, and compete more aggressively and sustain that competition over a longer period of time than we could.
Also, certain competitors may challenge our intellectual property, develop additional competing or superior technologies and processes, or compete more aggressively and sustain that competition over a longer period of time than we could. 9 Table of Contents We believe our position in the market is strengthened by our deep domain expertise, rapid product innovation, and the trust we have built with leading firms in our target industries.
We anticipate that we will continue to develop partnerships with a select number of third parties to help grow our business and deliver our solutions. In those markets where we have established such partnerships, we consider these important to our and our clients’ success.
We have also developed relationships with multiple implementation partners. These partners provide implementation services and other professional services related to our platform. We anticipate that we will continue to develop partnerships with a select number of third parties to help grow our business and deliver our solutions.
We will continue to invest in our sales and marketing force to target new client opportunities and grow our client base. • Add new solutions to our platform.
We will continue to invest in our sales and marketing force to target new client opportunities and grow our client base. • Move upmarket into the enterprise sector: We are strategically expanding our focus to include larger enterprise clients.
We have invested, and continue to invest, human and technology resources into our GDPR and CPRA compliance efforts and our data privacy compliance efforts generally.
We have invested, and continue to invest, human and technology resources into our GDPR and CPRA compliance efforts and our data privacy compliance efforts generally. Seasonality We generally experience seasonality in billings with our clients, and we typically record a higher percentage of billings in our fourth quarter than in the other quarters.
The professional and financial services industry, largely comprised of elite, partner-led firms, is one of the biggest sectors of the global economy. Firms in this industry operate in a highly connected ecosystem, providing valuable expertise, insight, and advice to a broad range of companies and institutions across varied transactions and engagements.
Firms in these industries operate in highly connected ecosystems, providing valuable expertise, insight, and advice to a broad range of companies and institutions across varied transactions and engagements.
Our platform combines proprietary and third-party market data, transforming it into institutional knowledge that gives dealmakers and other professionals a competitive advantage through better market intelligence. Professionals can run complex reports, analyze industry trends, and evaluate potential synergies in the same place where they originate new business and manage relationships.
Professionals can run complex reports, analyze industry trends, and evaluate potential synergies in the same place where they originate new business and manage relationships.
Together with these partners, we generate increased value for our clients and broaden our reach. Partners include specialized implementation and data partners as well as some of the largest technology players in the world, including Microsoft and KPMG. Across our entire ecosystem, we now have 130 data, technology, and implementation partners.
Together with our partners, we generate increased value for our clients and broaden our reach and capabilities across key markets. Across our entire ecosystem, we now have 145 data, technology and services and implementation partners.
For investors, it helps increase origination volume, support investment selection, and drive greater returns. At professional services firms, DealCloud improves client strategy and targeting, business development and origination, and work delivery, increasing financial performance and helping to ensure regulatory compliance.
This helps investment banks and advisory firms enhance their coverage models, increase win rates, and drive higher success fees; supports investors in boosting origination volume, improving investment selection, and achieving greater returns; and enables professional services and advisory firms to refine client strategy and targeting, business development and origination, and work delivery — ultimately increasing financial performance and supporting regulatory compliance.
Growth Strategies The key components of our growth strategy are: • Capitalize on the generational change in work driven by AI.
Growth Strategies The key components of our growth strategy are: • Capitalize on the generational change in work driven by AI: We are seeing increased awareness and adoption of AI among our clients who are interested in how they can leverage the technology to further their business goals.
Intapp’s Applied AI strategy also helps ensure proper safeguards are in place guided by more than a decade of expertise integrating AI capabilities into our tools, giving clients the Trusted AI they need.
Guided by years of experience integrating AI capabilities into Intapp tools, our Applied AI strategy also helps our clients maintain proper safeguards.
Research and Development Our ability to compete depends in large part on our continuous commitment to research and development and our ability to rapidly introduce new technologies, features, and functionality. Our research and development team is responsible for the design, architecture, testing, and quality of our solutions.
In those markets where we have established such partnerships, we consider these important to our and our clients’ success. Research and Development Our ability to compete depends in large part on our continuous commitment to research and development and our ability to rapidly introduce new technologies, features, and functionality.
Our patents cover various aspects of the Intapp Intelligent Cloud platform. The term of individual patents depends on the legal term for patents in the countries in which they are granted. We believe the duration of our patents is adequate relative to the expected lives of our product and service offerings.
Intellectual Property We rely on a combination of patent, copyright, trademark, and trade secret laws, as well as confidentiality and invention assignment agreements, to protect our intellectual property rights. Our patents cover various aspects of the Intapp Intelligent Cloud. The term of individual patents depends on the legal term for patents in the countries in which they are granted.
We have successfully completed 9 acquisitions over the past 10 years that have allowed us to enhance our platform, add new technology capabilities, and address new client segments.
As such, corporate legal and corporate development teams are new growth segments for us, as lawyers, investment bankers, and private capital professionals move to these teams and bring their expertise with our solutions with them. • Selectively pursue strategic transactions: We have successfully completed 12 acquisitions over the past 13 years that have allowed us to enhance our platform, add new technology capabilities, and address new client segments.
The Intapp Intelligent Cloud helps firms move fast, modernize operations, and win more business with tailored cloud-based solutions that help them apply their intelligence to deliver value for their clients.
Together, these products empower firms to move fast, win more business, and apply their collective intelligence to deliver greater value for their clients.
We utilize best practices developed over our history in implementing our solutions for each client — including providing templates and industry-relevant templates to accelerate adoption, and delivering a purpose-built configuration that best suits a client’s specific needs. Implementation engagements typically range in duration from three to nine months, depending on scope.
We utilize best practices developed over years of implementation experience, including providing industry-specific templates to accelerate adoption and delivering a purpose-built configuration that best suits the client’s specific needs. We support our clients with access to engineers, other technical support personnel, release management, and managed services.
Intapp Integration Service is a core capability of our platform that provides cloud-native, easy-to-use, enterprise-class integration to connect applications and data — without requiring any code. The solution helps firms overcome data silos and easily move information between systems, including within our platform.
The solution helps firms overcome data silos and easily move information between systems, including within our platform.
Mission-critical applications are increasingly being delivered more reliably, securely, and cost-effectively via the cloud, which can more readily enable real-time collaboration and provide access to valuable data from anywhere, anytime, on any device. As more professionals embrace cloud technologies, they will continue to drive the accelerated adoption of additional cloud capabilities across their firms.
This move is driven in part by the needs of the next generation of professionals, who require real-time collaboration and access to valuable data from anywhere, anytime, on any device. As cloud technologies become the industry standard, accelerated adoption of additional cloud capabilities will continue to increase across firms.
Modern, cloud-based architecture Our modern cloud-based architecture is purpose-built to meet the specialized needs of the industry. Key capabilities of our cloud architecture include: • Multi-tenant architecture. Our multi-tenant architecture enables scalability, elasticity, high availability, and security, and provides operational cost efficiencies.
With advanced capabilities like multi-zone redundancy and proactive monitoring, the infrastructure delivers reliable performance and flexibility, enabling professionals to securely access critical applications and adapt to evolving business demands. Key capabilities of our cloud infrastructure include: • Multi-tenant architecture : Our multi-tenant architecture enables scalability, elasticity, high availability, and security, and provides operational cost efficiencies.
We are seeing increased awareness of AI among our clients who are interested in how they can leverage AI in their business, driven by the excitement around generative AI, is increasing interest in next-generation solutions such as the Intapp Intelligent Cloud, and DealCloud in particular.
Driven, in part, by the excitement around generative AI, interest in next-generation solutions such as Intapp Assist is increasing.
For additional information regarding the competitive business conditions we face, see “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K. 8 Table of Contents Intellectual Property We rely on a combination of patent, copyright, trademark and trade secret laws, and confidentiality and invention assignment agreements to protect our intellectual property rights.
We have maintained strong adoption among top-tier clients, reflecting the value our solutions provide in driving growth, reducing risk, and improving operational efficiency. For additional information regarding the competitive business conditions we face, see “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.
With our scalable, modular cloud-based platform, we believe we are well positioned to continue our growth. 1 Table of Contents Our Products and Platform The Intapp Intelligent Cloud is purpose-built to modernize these firms.
With our scalable, modular cloud-based platform, we believe we are well positioned to continue our growth. Our most significant opportunity lies with the largest firms, where we see substantial expansion potential as firms continue to consolidate.
Our land-and-expand model generates multi-year growth within our client base, with client lifetimes often spanning more than a decade. Clients typically adopt our modular solution to address a specific use case, then expand their use by adopting more modules, adding more users, and deploying to other parts of their organization over time. • Grow our client base .
Clients typically adopt one of our solutions to address a specific use case, then expand their use by adopting more solutions, adding more users, and deploying to other parts of their organization over time. • Continue to lead the market shift to the cloud: Mission-critical applications are increasingly being delivered more reliably, securely, and cost-effectively via the cloud.
We develop and release new versions of our solutions to cloud tenants on a common release schedule, with quarterly major releases and monthly maintenance releases. We deploy upgrades rapidly to all of our clients.
We deploy upgrades rapidly to all of our cloud clients.
Item 1. B usiness. Overview Intapp is a leading global provider of AI-powered solutions for professionals at advisory, capital markets, and legal firms.
Item 1. B usiness. Overview Intapp is a leading global provider of AI-powered solutions for the world’s premier accounting, consulting, investment banking, legal, private capital and real assets firms. Intapp’s vertical software as a service (“SaaS”) solutions help professionals apply their collective expertise to make smarter decisions, manage risk, increase competitive advantage and drive new growth.
DealCloud helps firms manage all aspects of their client relationships. • Intapp Compliance solutions help firms thoroughly evaluate new business, onboard clients quickly, and monitor relationships for risk throughout their business lifecycle, while staying compliant with both regulatory and client obligations around independence and ethics. • Intapp Time solutions provide AI-enabled software to drive efficiency and profitability.
The flexibility of DealCloud allows it to serve as a customer relationship management, deal management, experience management, and relationship intelligence solution, helping firms manage all aspects of their client relationships. • Intapp’s compliance products help firms evaluate new business, onboard clients efficiently, and monitor risk throughout the business lifecycle while maintaining regulatory and ethical standards.
In response to the strict security requirements of professional and financial services firms, Intapp’s SaaS solutions provide tenants with enterprise-grade security, data protection, and control. In Intapp’s SaaS solutions, strict identity and access controls are employed and data is encrypted in transit and at rest.
Intapp SaaS solutions employ identity and access controls, with data encrypted both in transit and at rest.
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We empower the world’s premier accounting, consulting, investment banking, legal, private capital and real assets firms with the technology they need to operate more competitively, deliver timely insights to their professionals, and meet rapidly changing client, investor, and regulatory requirements.
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The accounting, consulting, investment banking, legal, private capital and real assets industries we serve are largely comprised of elite, partner-led firms, which together form one of the largest sectors of the global economy.
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Historically, firms in the professional and financial services industry have either relied on internally built technology solutions and legacy on-premises software, or they have attempted to use horizontal software providers to meet their industry-specific technology needs.
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We pursue growth in the number of clients, but our biggest drivers are the assets under management and revenue growth of our clients as well as growth in the total number of professionals they employ. 1 Table of Contents Our Products and Platform Intapp Intelligent Cloud The Intapp Intelligent Cloud represents our comprehensive technology strategy, guiding how we build, run, and deliver software to meet the unique needs of professionals and their workflows.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeA decline in our client renewals and expansions could harm our future results of operations. • Because we recognize revenues from our SaaS solutions over the term of the agreements for our subscriptions, a significant downturn in our business may not be reflected immediately in our operating results, which increases the difficulty of evaluating our future financial performance. • Our sales cycles are lengthy and variable, depend upon factors outside our control, and could cause us to expend significant time and resources prior to generating revenues. • We are expanding our SaaS solutions to incorporate recent innovations in AI and these initiatives may not be successful, which may adversely affect our business, results of operations and financial condition, and may also result in reputational harm and liability. • If we are unable to develop, introduce and market new and enhanced versions of our solutions, we may be put at a competitive disadvantage and our operating results could be adversely affected. • If we are unable to develop or sell our solutions into new markets or to further penetrate existing markets, our revenues will not grow as expected and our operating results could be adversely affected. • We compete in highly competitive markets, and if we do not compete effectively, our business, results of operations, and financial condition could be negatively impacted and cause our market share to decline. • If the market for SaaS solutions for professional and financial services develops slower than we expect or declines, it could have a material adverse effect on our business, financial condition and results of operations. • We may continue to expand through acquisitions or partnerships with other companies, which may divert our management’s attention and result in unexpected operating and technology integration difficulties, increased costs, and dilution to our stockholders. • If we fail to effectively manage our growth, our business and results of operations could be harmed. • Our solutions address functions within the heavily regulated professional and financial services industry, and our clients’ failure to comply with applicable laws and regulations could subject us to litigation. 11 Table of Contents • Our solutions or pricing models may not accurately reflect the optimal pricing necessary to attract new clients and retain existing clients as the market matures. • Our loan and security agreement provides our lender with a first-priority lien against substantially all of our assets and contains restrictive covenants which could limit our operational flexibility and otherwise adversely affect our financial condition. • Failure of any of our established solutions to satisfy client demands or to maintain market acceptance would harm our business, results of operations, financial condition, and growth prospects. • Our ability to sell and renew our solutions is dependent in part on the quality of our implementation services and technical support services and the implementation services provided by our partners, and our failure to offer high-quality implementation services or technical support services or our partners’ failure to offering high-quality implementation services could damage our reputation and adversely affect our ability to sell our solutions to new clients and renew agreements with our existing clients. • Real or perceived errors or failures in our solutions may affect our reputation, cause us to lose clients and reduce sales which may harm our business and results of operations. • Changes in laws, regulations, or guidance issued by supervisory authorities relating to privacy or the protection or transfer of personal data, or any actual or perceived failure by us to comply with such laws, regulations, or guidance, could adversely affect our business and could subject us to liability, fines and reputational harm. • Assertions against us, by third parties alleging infringement or other violation of their intellectual property rights, could result in significant costs and substantially harm our business and results of operations. • Failure to protect our intellectual property could substantially harm our business and results of operations. • We and our clients rely on technology and intellectual property of third parties, and any errors or defects in, or any unavailability of, such technology and intellectual property could limit the functionality of our solutions and disrupt our business. • We agree to indemnify clients and other third parties, which exposes us to substantial potential liability. • If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired. • Our international sales and operations subject us to additional risks that can adversely affect our business, results of operations and financial condition. • If the ownership of our common stock continues to be highly concentrated, it may prevent other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest. • The market price and trading volume of our common stock has been and may continue to be volatile, which could result in rapid and substantial losses for our stockholders. • Future offerings of debt or equity securities by us may materially adversely affect the market price of our common stock. • The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets. • We may be adversely affected by natural disasters, outbreaks, epidemics, or pandemics involving public health, other catastrophic events and terrorism that could disrupt and harm our business, results of operations, and financial condition. 12 Table of Contents Risks Related to Our Business and Industry Our rapid growth makes it difficult to evaluate our future prospects and may increase the risk that we will not continue to grow at or near historical rates.
Biggest changeA decline in our client renewals and expansions could harm our future results of operations. • Because we recognize revenues from our SaaS solutions over the term of the agreements for our subscriptions, a significant downturn in our business may not be reflected immediately in our operating results, which increases the difficulty of evaluating our future financial performance. • Our sales cycles are lengthy and variable, depend upon factors outside our control, and could cause us to expend significant time and resources prior to generating revenues. • We are continuing to expand our SaaS solutions to incorporate recent innovations in AI and these initiatives may not be successful, which may adversely affect our business, results of operations and financial condition, and may also result in reputational harm and liability. • If we are unable to develop, introduce and market new and enhanced versions of our solutions, we may be put at a competitive disadvantage and our operating results could be adversely affected. • If we are unable to develop or sell our solutions into new markets or to further penetrate existing markets, our revenues will not grow as expected, and if our established solutions fail to satisfy client demands or maintain market acceptance, our operating results could be adversely affected. • We compete in highly competitive markets, and if we do not compete effectively, our business, results of operations, and financial condition could be negatively impacted and cause our market share to decline. • If the market for SaaS solutions, including those with AI and generative AI capabilities, for accounting, consulting, investment banking, legal, private capital and real assets industries develops slower than we expect or declines, it could have a material adverse effect on our business, financial condition and results of operations. • We may continue to expand through acquisitions or partnerships with other companies, which may divert our management’s attention and result in unexpected operating and technology integration difficulties, increased costs, and dilution to our stockholders. • If we fail to effectively manage our growth, our business and results of operations could be harmed. 12 Table of Contents • Our solutions address functions within the heavily regulated accounting, consulting, investment banking, legal, private capital and real assets industries, and our clients’ failure to comply with applicable laws and regulations could subject us to litigation. • Our solutions or pricing models may not accurately reflect the optimal pricing necessary to attract new clients and retain existing clients as the market matures. • Our loan and security agreement provides our lender with a first-priority lien against substantially all of our assets and contains restrictive covenants which could limit our operational flexibility and otherwise adversely affect our financial condition. • Our ability to sell and renew our solutions is dependent in part on the quality of our implementation services and technical support services and the implementation services provided by our partners, and our failure to offer high-quality implementation services or technical support services or our partners’ failure to offering high-quality implementation services could damage our reputation and adversely affect our ability to sell our solutions to new clients and renew agreements with our existing clients. • Real or perceived errors or failures in our solutions may affect our reputation, cause us to lose clients and reduce sales which may harm our business and results of operations. • Changes in laws, regulations, or guidance issued by supervisory authorities relating to privacy or the protection or transfer of personal data, or any actual or perceived failure by us to comply with such laws, regulations, or guidance, could adversely affect our business and could subject us to liability, fines and reputational harm. • Assertions against us, by third parties alleging infringement or other violation of their intellectual property rights, could result in significant costs and substantially harm our business and results of operations. • Failure to protect our intellectual property could substantially harm our business and results of operations. • We and our clients rely on technology and intellectual property of third parties, and any errors or defects in, or any unavailability of, such technology and intellectual property could limit the functionality of our solutions and disrupt our business. • We agree to indemnify clients and other third parties, which exposes us to substantial potential liability. • If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired. • Our international sales and operations subject us to additional risks that can adversely affect our business, results of operations and financial condition. • If the ownership of our common stock continues to be highly concentrated, it may prevent other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest. • The market price and trading volume of our common stock has been and may continue to be volatile, which could result in rapid and substantial losses for our stockholders. • Future offerings of debt or equity securities by us may materially adversely affect the market price of our common stock. • The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets. • We cannot guarantee that our stock repurchase program will be fully consummated or will enhance long-term stockholder value, and stock repurchases could increase the volatility of the trading price of our common stock. • We may be adversely affected by natural disasters, pandemics or other public health emergencies, other catastrophic events and terrorism that could disrupt and harm our business, results of operations, and financial condition. 13 Table of Contents Risks Related to Our Business and Industry If our solutions or third-party cloud providers or sub-processors experience data security breaches, and there is loss, theft, misuse, unauthorized disclosure or unauthorized access to our clients’ data, we may lose current or future clients, our reputation and business may be harmed, and we may be subject to governmental inquiries or investigations and a risk of loss or liability.
Our clients’ renewal, upgrade and expansion rates may fluctuate or decline because of several factors, including their satisfaction or dissatisfaction with our solutions and implementation services, the prices of our solutions, the prices of the solutions and the quality of the implementation services offered by our competitors or reductions in our clients’ spending levels due to the macroeconomic environment or other factors.
Our clients’ renewal, upgrade and expansion rates may fluctuate or decline because of several factors, including their satisfaction or dissatisfaction with our solutions and implementation services, the prices of the solutions and the quality of the implementation services offered by our competitors or reductions in our clients’ spending levels due to the macroeconomic environment or other factors.
Data protection legislation, regulatory and contractual requirements could hamper our ability to use data to train our artificial intelligence algorithms.
Data protection legislation and regulatory and contractual requirements could hamper our ability to use data to train our artificial intelligence algorithms.
Such reclassification could have an adverse effect on our business and results of operations, could require us to pay significant retroactive wages, taxes and penalties, and could force us to change our contractor business model in the foreign jurisdictions affected.
Such reclassification could have an adverse effect on our business and results of operations, could require us to pay significant retroactive wages, taxes and penalties, and could force us to change our contractor business model in the foreign jurisdictions affected.
If we are unable to hire and retain capable employees, manage labor cost pressures, or if mitigating measures we take in response to increased labor costs, have unintended negative effects, including on client service or retention, our business would be adversely affected.
If we are unable to hire and retain capable employees or manage labor cost pressures, or if mitigating measures we take in response to increased labor costs have unintended negative effects, including on client service or retention, our business would be adversely affected.
Any declaration and payment of future dividends to holders of our common stock will be at the sole discretion of our board of directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory, and contractual restrictions applying to the payment of dividends and other considerations that our board of directors deems relevant.
Any declaration and payment of future dividends to holders of our common stock will be at the sole discretion of our board of directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness and statutory and contractual restrictions applying to the payment of dividends and other considerations that our board of directors deems relevant.
As AI technologies, including generative AI models, develop rapidly bad actors may use these technologies to create new sophisticated attack methods that are increasingly automated, targeted and coordinated and more difficult to defend against. If a person circumvents our security measures, that person could misappropriate proprietary information or disrupt or damage our operations.
As AI technologies, including generative AI models, continue to develop rapidly bad actors may use these technologies to create new sophisticated attack methods that are increasingly automated, targeted and coordinated and more difficult to defend against. If a person circumvents our security measures, that person could misappropriate proprietary information or disrupt or damage our operations.
For example, we may find it necessary to establish alternative systems to maintain personal data originating from the European Union in the European Economic Area, which may involve substantial expense and may cause us to divert resources from other aspects of our business, all of which may adversely affect our results from operations.
Additionally, for example, we may find it necessary to establish alternative systems to maintain personal data originating from the European Union in the European Economic Area, which may involve substantial expense and may cause us to divert resources from other aspects of our business, all of which may adversely affect our results from operations.
In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service (“IRS”), foreign and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes. Significant judgment is required in determining our worldwide provision for income taxes.
In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service and foreign and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes. Significant judgment is required in determining our worldwide provision for income taxes.
Competing firms may be able to develop and embed AI in their products more quickly than we can. If our competitors are better able to incorporate AI in their products and we are unable to compete effectively with them, our business, results of operations and financial condition could be adversely affected.
Competing firms may be able to develop and embed AI in their products more quickly and successfully than we can. If our competitors are better able to incorporate AI in their products and we are unable to compete effectively with them, our business, results of operations and financial condition could be adversely affected.
Our ability to attract new clients and increase revenues from our existing clients depends, in part, on our continued ability to enhance the functionality of the existing solutions on the Intapp Intelligent Cloud platform by developing, introducing, and marketing new and enhanced versions of our solutions that address the evolving needs of our clients and changing industry standards.
Our ability to attract new clients and increase revenues from our existing clients depends, in part, on our continued ability to enhance the functionality of the existing solutions on the Intapp Intelligent Cloud by developing, introducing, and marketing new and enhanced versions of our solutions that address the evolving needs of our clients and changing industry standards.
Our ability to increase revenues will depend, in large part, on our ability to further penetrate our existing markets and to attract new clients, as well as our ability to generate subscription renewals from existing clients and to increase sales from existing clients who do not utilize the full Intapp Intelligent Cloud platform.
Our ability to increase revenues will depend, in large part, on our ability to further penetrate our existing markets and to attract new clients, as well as our ability to generate subscription renewals from existing clients and to increase sales from existing clients who do not utilize the full Intapp Intelligent Cloud.
Accordingly, if we or our partners do not effectively assist our clients in implementing our solutions, train our clients in the use of our solutions, succeed in helping our clients quickly resolve post-implementation issues, our ability to sell additional solutions and implementation services to existing clients would be adversely affected and our reputation with potential clients could be damaged, which could have a material adverse effect on our business, results of operations, financial condition, and growth prospects. 22 Table of Contents Real or perceived errors or failures in our solutions may affect our reputation, cause us to lose clients and reduce sales which may harm our business and results of operations.
Accordingly, if we or our partners do not effectively assist our clients in implementing our solutions, train our clients in the use of our solutions, succeed in helping our clients quickly resolve post-implementation issues, our ability to sell additional solutions and implementation services to existing clients would be adversely affected and our reputation with potential clients could be damaged, which could have a material adverse effect on our business, results of operations, financial condition, and growth prospects. 25 Table of Contents Real or perceived errors or failures in our solutions may affect our reputation, cause us to lose clients and reduce sales which may harm our business and results of operations.
Although, to date, such identified attempts have not resulted in security events that are material or significant to us, including to our reputation or business operations, or had a material financial impact, there can be no assurance that future cyberattacks will not be material or significant.
Although, to date, such identified attempts have not resulted in security events that are material to us, including to our reputation or business operations, or had a material financial impact, there can be no assurance that future cyberattacks will not be material.
We have an AI strategy to further expand and embed industry-specific AI throughout the Intapp Intelligent Cloud platform and our solutions to help our clients more effectively use their data to manage risk, enhance efficiency and improve operations.
We have an AI strategy to further expand and embed industry-specific AI throughout the Intapp Intelligent Cloud and our solutions to help our clients more effectively use their data to manage risk, enhance efficiency and improve operations.
We plan to continue to expand our international presence in the future, which will place additional demands on our resources and operations. Additionally, we continue to increase the breadth and scope of our Intapp Intelligent Cloud platform and our operations and continue to develop our partner network.
We plan to continue to expand our international presence in the future, which will place additional demands on our resources and operations. Additionally, we continue to increase the breadth and scope of our Intapp Intelligent Cloud and our operations and we continue to develop our partner network.
Further, any inability to adequately address privacy concerns in connection with our solutions, or comply with applicable privacy or data protection laws, regulations and policies, could result in additional cost and liability to us, and adversely affect our ability to offer our solutions.
Any inability to adequately address privacy concerns in connection with our solutions, or to comply with applicable privacy or data protection laws, regulations and policies, could result in additional cost and liability to us, and adversely affect our ability to offer our solutions.
Any future impairment of our goodwill or intangible or other long-lived assets could have an adverse effect on our financial condition and results of operations. 19 Table of Contents Acquisitions and alliances may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of our current business.
Any future impairment of our goodwill or intangible or other long-lived assets could have an adverse effect on our financial condition and results of operations. 22 Table of Contents Acquisitions and alliances may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of our current business.
As a result, Anderson exercise significant influence over all matters requiring a stockholder vote, including: the election of directors; mergers, and acquisitions; the sale of all or substantially all of our assets and other decisions affecting our capital structure; the amendment of our amended and restated certificate of incorporation and our amended and restated bylaws; and our winding up and dissolution.
As a result, Anderson exercises significant influence over all matters requiring a stockholder vote, including: the election of directors; mergers, and acquisitions; the sale of all or substantially all of our assets and other decisions affecting our capital structure; the amendment of our amended and restated certificate of incorporation and our amended and restated bylaws; and our winding up and dissolution.
In order to successfully manage our future growth, we will need to continue to add and retain qualified personnel across our operations, improve our IT and financial infrastructures, our operating and administrative systems, and our ability to manage headcount, capital, and internal processes in an efficient manner and deepen our industry experience in key industry verticals.
In order to successfully manage our future growth, we will need to continue to add and retain qualified personnel across our operations; improve our IT and financial infrastructures, our operating and administrative systems, and our ability to manage headcount, capital, and internal processes in an efficient manner and deepen our industry experience in key industries.
We may continue to expand through acquisitions or partnerships with other companies, which may divert our management’s attention and result in unexpected operating and technology integration difficulties, increased costs, and dilution to our stockholders. We expect to continue to grow, in part, by making targeted acquisitions.
We may continue to expand through acquisitions or partnerships with other companies, which may divert our management’s attention and result in unexpected operating and technology integration difficulties, increased costs, and dilution to our stockholders. We expect to continue to grow, in part, by making targeted acquisitions and strategic investments.
The introduction of AI technologies, including generative AI, into new or existing products could result in a failure or perceived failure by the Company to comply with such legal requirements and may also result in new or increased governmental or regulatory scrutiny, which could result in regulatory action and liability.
The introduction of AI technologies, including generative AI, into new or existing products could result in a failure or perceived failure to comply with such legal requirements and may also result in new or increased governmental or regulatory scrutiny, which could result in regulatory action and liability.
The Company has not been governed by Section 203 of the Delaware General Corporation Law, as amended (the “DGCL”), and we will only become subject to Section 203 of the DGCL, immediately following the time at which both of the following conditions exist: (i) Section 203 of the DGCL by its terms would, but for the provisions of our amended and restated certificate of incorporation, apply to the Company; and (ii) Anderson does not own (as defined in Section 203 of the DGCL) shares of capital stock of the Company representing at least fifteen percent (15%) of the voting power of all the then outstanding shares of capital stock of the Company.
We have not been governed by Section 203 of the Delaware General Corporation Law, as amended (the “DGCL”), and we will only become subject to Section 203 of the DGCL, immediately following the time at which both of the following conditions exist: (i) Section 203 of the DGCL by its terms would, but for the provisions of our amended and restated certificate of incorporation, apply to us; and (ii) Anderson does not own (as defined in Section 203 of the DGCL) shares of our capital stock representing at least fifteen percent (15%) of the voting power of all the then outstanding shares of our capital stock.
If there is a reduction in demand for cloud computing caused by a lack of client acceptance, technological challenges, weakening economic conditions, security or privacy concerns, competing technologies and solutions, reductions in corporate spending or otherwise, it could have a material adverse effect on our business, financial condition, and results of operations.
If there is a reduction in demand for cloud computing caused by a lack of client acceptance, technological challenges, weakening economic conditions, security or privacy concerns, competing technologies and solutions, reductions in corporate spending or other reason, it could have a material adverse effect on our business, financial condition, and results of operations.
Because our clients rely on our solutions to manage a wide range of operations, our failure to properly train clients on how to efficiently and effectively use our solutions, may result in negative publicity or legal claims against us.
Because our clients rely on our solutions to manage a wide range of operations, a failure to properly train clients on how to efficiently and effectively use our solutions, could result in negative publicity or legal claims against us.
Furthermore, Anderson controls 23% of the voting power of the shares of our common stock eligible to vote in the election of our directors and on other matters submitted to a vote of our stockholders, and Anderson may be able to influence outcome of matters submitted to a stockholder vote.
Furthermore, Anderson controls 21% of the voting power of the shares of our common stock eligible to vote in the election of our directors and on other matters submitted to a vote of our stockholders, and Anderson may be able to influence outcome of matters submitted to a stockholder vote.
To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation contains a federal forum provision which provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation contains a federal forum provision which provides that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
While we have made, and expect to continue to make, investments in the continued development of AI capabilities, adoption of fast changing AI technology presents risks, challenges and potential unintended consequences. Also, the markets for our solutions and services are rapidly evolving and are highly competitive, and many of our competitors are also seeking to incorporate AI into their products.
While we have made, and expect to continue to make, investments in the continued development of AI capabilities, adoption of fast changing AI technology presents risks, challenges and potential unintended consequences. Also, the markets for our solutions and services are rapidly evolving and are highly competitive, and many of our competitors are also incorporating AI into their products.
We expect to continue to incur significant expenses and to continue to devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We may in the future, identify deficiencies and be unable to remediate them before we must provide the required reports.
We expect to continue to incur significant expenses and to continue to devote substantial management effort toward ensuring compliance with the auditor 30 Table of Contents attestation requirements of Section 404 of the Sarbanes-Oxley Act. We may in the future, identify deficiencies and be unable to remediate them before we must provide the required reports.
Our clients in the professional services industry rely significantly on revenues they receive from their own clients in the financial services industry, thus a decline in one vertical can lead to a decline in the other vertical.
Our clients in the professional services industry rely significantly on revenues that they receive from their own clients in the financial services industry; thus a decline in one industry can lead to a decline in the other industry.
In some cases, we receive subscription fees from the provision of such third-party technology to our clients, and the loss of the right to distribute such technology could negatively impact revenues. 26 Table of Contents We agree to indemnify clients and other third parties, which exposes us to substantial potential liability.
In some cases, we receive subscription fees from the provision of such third-party technology to our clients, and the loss of the right to distribute such technology could negatively impact revenues. We agree to indemnify clients and other third parties, which exposes us to substantial potential liability.
We have experienced, and may continue to experience, rapid growth, which has placed, and may continue to place, significant demands on our management and our operational and financial resources. We operate globally, sell our services to more than 2,550 clients in more than 55 countries, and have employees and contractors in the Americas, Europe and Asia Pacific.
We have experienced, and may continue to experience, rapid growth, which has placed, and may continue to place, significant demands on our management and our operational and financial resources. We operate globally, sell our services to more than 2,700 clients in more than 62 countries, and have employees and contractors in the Americas, Europe and Asia Pacific.
Disruptions in communications with these resources could also lead to periods of unavailability of our SaaS solutions, which could require us to provide credits or refunds to clients or lead to client cancellations. Additionally, we engage through third parties a significant number of independent contractors in our research and development efforts.
Disruptions in communications with our foreign operations could also lead to periods of unavailability of our SaaS solutions, which could require us to provide credits or refunds to clients or lead to client cancellations. Additionally, we engage through third parties a significant number of independent contractors in our research and development efforts.
The use of our AI capabilities could raise ethical or social 16 Table of Contents concerns and our failure to adequately address these concerns or the failure of our competitors, clients or other end users to do so could negatively impact our brand and reputation.
The use of our AI capabilities could raise ethical or social concerns and our failure to adequately address these concerns or the failure of our competitors, clients or other end users to do so could negatively impact our brand and reputation.
By contrast, a non-renewal occurring early in a quarter may have a significant negative impact on revenues from our SaaS solutions for that quarter and we may not be able to offset a decline in such revenues with revenues from new contracts 15 Table of Contents entered into in the same quarter.
By contrast, a non-renewal occurring early in a quarter may have a significant negative impact on revenues from our SaaS solutions for that quarter and we may not be able to offset a decline in such revenues with revenues from new contracts entered into in the same quarter.
In future periods, our revenues could grow more slowly than in recent periods or decline for a number of reasons, including any reduction in demand for our Intapp Intelligent Cloud platform, increase in competition, limited ability to, or our decision not to, increase pricing, or our failure to capitalize on growth opportunities or if any of the other risks described herein were to materialize.
In future periods, our revenues and related financial metrics could grow more slowly than in recent periods or decline for a number of reasons, including any reduction in demand for Intapp Intelligent Cloud, increase in competition, limited ability to, or our decision not to, increase pricing, or our failure to capitalize on growth opportunities or if any of the other risks described herein were to materialize.
Our current competitors include large solution providers that focus on one or more point solutions, legacy systems, and manual processes developed by or for our clients, new or emerging entrants seeking to develop competing technologies, including those with AI and generative AI capabilities, and well-established horizontal solution providers that provide broad solutions across multiple verticals.
Our current competitors include large solution providers that focus on one or more point solutions, legacy systems, and manual processes or internally built technology solutions developed by or for our clients, new or emerging entrants seeking to develop competing technologies, including those with AI and generative AI capabilities, and well-established horizontal solution providers that provide broad solutions across multiple industries.
In addition, industry consolidation or the introduction of competing technology, in any of our targeted verticals could lead to a significant reduction in the number of clients that use our solutions or the services demanded by these clients. 13 Table of Contents Significant economic and market downturns make it difficult for our clients and us to forecast and plan future business activities accurately.
In addition, industry consolidation or the introduction of competing technology, in any of our targeted industries could lead to a significant reduction in the number of clients that use our solutions or the services demanded by these clients. Significant economic and market downturns make it difficult for our clients and us to forecast and plan future business activities accurately.
Treasury Department, increasing the uncertainty as to the ultimate effects on us and our stockholders. Global tax developments applicable 37 Table of Contents to multinational businesses may have a material impact to our business, cash flows, or financial results.
Treasury Department, increasing the uncertainty as to the ultimate effects on us and our stockholders. Global tax developments applicable to multinational businesses may have a material impact to our business, cash flows, or financial results.
With respect to personal data transfers from the EU to the UK and UK to the EU, there are adequacy decisions in place meaning personal data can transfer freely for the time being.
With respect to personal data transfers from the EU to the U.K. and U.K. to the EU, there are adequacy decisions in place meaning personal data can transfer freely for the time being.
For instance, if a potential client uses one product from a competitor that powers a critical element of the client’s day-to-day operations, they may be more likely to turn to such competitor in the future to the extent they require further product solutions, rather than purchasing one or more solutions from the Intapp Intelligent Cloud platform.
For instance, if a potential client uses one product from a competitor that powers a critical element of the client’s day-to-day operations, they may be more likely to turn to such competitor in the future to the extent they require further product solutions, rather than purchasing one or more solutions from us.
Because we recognize revenues over the term of the agreements for our SaaS solutions, any downturn in our business resulting from the such outbreaks, epidemics, or pandemics involving public health may not be reflected immediately in our operating results, which increases the difficulty of evaluating our future financial performance.
Because we recognize revenues over the term of the agreements for our SaaS solutions, any downturn in our business resulting from the such pandemics or other public health emergencies may not be reflected immediately in our operating results, which increases the difficulty of evaluating our future financial performance.
Further, our sales cycles could increase, resulting in a slower growth of new sales. Certain of our competitors may also be better equipped to weather the impact of such outbreaks, epidemics, or pandemics involving public health both domestically and abroad and better able to address changes in client demand.
Further, our sales cycles could increase, resulting in a slower growth of new sales. Certain of our competitors may also be better equipped to weather the impact of such pandemics or other public health emergencies both domestically and abroad and better able to address changes in client demand.
Any new markets in which we attempt to sell our solutions, including new countries or regions, may not be receptive or sales cycles may be delayed due to outbreaks, epidemics, or pandemics involving public health, political instabilities and the global economic downturn.
Any new markets in which we attempt to sell our solutions, including new countries or regions, may not be receptive or sales cycles may be delayed due to pandemics or other public health emergencies, political instabilities and the global economic downturn.
Risk Factors Summary Below is a summary of material factors that make an investment in our common stock speculative or risky: • Our rapid growth makes it difficult to evaluate our future prospects and may increase the risk that we will not continue to grow at or near historical rates. • We have a history of losses and may not achieve or maintain profitability in the future. • All of our revenues are generated by sales to clients in our targeted verticals, and factors, including the downturns in U.S. and global markets and economic conditions, that adversely affect the applicable industry could also adversely affect our business. • If our solutions or third-party cloud providers or sub-processors experience data security breaches and there is loss, theft, misuse, unauthorized disclosure or unauthorized access to our clients’ data, we may lose current or future clients, our reputation and business may be harmed, and we may be subject to governmental inquiries or investigations and a risk of loss or liability. • Our business depends on clients renewing and expanding their subscriptions for our solutions.
Risk Factors Summary Below is a summary of material factors that make an investment in our common stock speculative or risky: • If our solutions or third-party cloud providers or sub-processors experience data security breaches and there is loss, theft, misuse, unauthorized disclosure or unauthorized access to our clients’ data, we may lose current or future clients, our reputation and business may be harmed, and we may be subject to governmental inquiries or investigations and a risk of loss or liability. • Most of our revenues are generated by sales to clients in the accounting, consulting, investment banking, legal, private capital and real assets industries, and factors, including downturns in U.S. and global markets and economic conditions, that adversely affect these industries could also adversely affect our business. • Our rapid growth makes it difficult to evaluate our future prospects and may increase the risk that we will not continue to grow at or near historical rates. • We have a history of losses and may not achieve or maintain profitability in the future. • Our business depends on clients renewing and expanding their subscriptions for our solutions.
Some of the factors that have or could in the future negatively affect our share price or result in fluctuations in the price or trading volume of our common stock, many of which are beyond our control, include: • variations in our quarterly or annual operating results; • our ability to attract new clients in both domestic and international markets, and our ability expand the solutions provided to existing clients; • the timing of our clients’ buying decisions and reductions in our clients’ budgets for IT purchases and delays in their purchasing cycles, particularly in light of recent adverse global economic conditions; • changes in our earnings estimates (if provided) or differences between our actual financial and operating results and those expected by investors and analysts; • the contents of published research reports about us or our industry or the failure of securities analysts to cover our common stock; • additions to, or departures of, key management personnel and our ability to attract, train, integrate and retain highly skilled employees; • any increased indebtedness we may incur in the future; • announcements and public filings by us or others and developments affecting us; • actions by institutional stockholders; • litigation and governmental investigations; • operating and stock performance of other companies that investors deem comparable to us (and changes in their market valuations) and overall performance of the equity markets; • speculation or reports by the press or investment community with respect to us or our industry in general; • increases in market interest rates, including due to impacts from inflation, that may lead purchasers of our shares to demand a higher yield; • announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic relationships, joint ventures or capital commitments; • announcements or actions taken by our principal stockholders; • sales of substantial amounts of our common stock by Anderson or other significant stockholders or our insiders, or the expectation that such sales might occur; • volatility, inflation, or economic downturns in the markets in which we, our clients and our partners are located caused by outbreaks, epidemics, or pandemics involving public health and related policies and restrictions undertaken to contain the spread of such pandemics or potential pandemics; • geopolitical tensions or conflicts in locations in which we, our clients and our partners are located, including Russian military action against Ukraine and any further escalation of such conflict as well as ongoing conflict in the Middle East; • general volatility in the prices of stock traded on the Nasdaq Global Select Market and other equity markets; and • general market, political and economic conditions, including inflation, rising interest rates and disruptions in the professional and financial services industry, including any such conditions and local conditions in the markets in which any of our clients are located. 34 Table of Contents The stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies.
Some of the factors that have or could in the future negatively affect our share price or result in fluctuations in the price or trading volume of our common stock, many of which are beyond our control, include: • Variations in our quarterly or annual operating results; • Our ability to attract new clients in both domestic and international markets, and our ability expand the solutions provided to existing clients; • The timing of our clients’ buying decisions and reductions in our clients’ budgets for IT purchases and delays in their purchasing cycles, particularly in light of recent adverse global economic conditions; • Changes in our earnings estimates (if provided) or differences between our actual financial and operating results and those expected by investors and analysts; • The contents of published research reports about us or our industry; • Additions to, or departures of, key management personnel and our ability to attract, train, integrate and retain highly skilled employees; • Any increased indebtedness we may incur in the future; • Announcements and public filings by us or others and developments affecting us; • Actions by institutional stockholders; • Litigation and governmental investigations; • Operating and stock performance of other companies that investors deem comparable to us (and changes in their market valuations) and overall performance of the equity markets; • Speculation or reports by the press or investment community with respect to us or our industry in general; • Changes in market interest rates, including due to impacts from inflation, that may lead purchasers of our shares to demand a higher yield; • Announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic relationships, joint ventures or capital commitments; • Announcements or actions taken by our principal stockholders; • Sales of substantial amounts of our common stock by Anderson or other significant stockholders or our insiders, or the expectation that such sales might occur; • Volatility, inflation, or economic downturns in the markets in which we, our clients and our partners are located caused by changes in trade policies and practices (including the imposition of tariffs) or other economic policies, pandemics or other public health emergencies and related policies and restrictions undertaken to contain the spread of such pandemics or potential pandemics; 37 Table of Contents • Geopolitical tensions or conflicts in locations in which we, our clients and our partners are located, such as conflicts in Ukraine and any further escalation of such conflict as well as ongoing conflict in the Middle East; • General volatility in the prices of stock traded on the Nasdaq Global Select Market and other equity markets; and • General market, political and economic conditions, including inflation, rising interest rates and disruptions in the accounting, consulting, investment banking, legal, private capital and real assets industries, including any such conditions and local conditions in the markets in which any of our clients are located.
The GDPR imposes substantial fines for breaches of data protection requirements, which can be up to four percent of the worldwide revenues or 20 million Euros, whichever is greater. Despite the UK’s exit from the EU, the UK still also has laws equivalent to the GDPR/EU data protection laws.
The GDPR imposes substantial fines for breaches of data protection requirements, which can be up to four percent of the worldwide revenues or 20 million euros, whichever is greater. Despite the U.K.’s exit from the E.U., the U.K. still also has laws equivalent to the GDPR/EU data protection laws.
Although the redundancies we do have in place will permit us to respond, at least to some degree, to service outages, our current or future third-party cloud providers that host our SaaS solutions are vulnerable in the event of failure.
Although the redundancies and disaster recovery and business continuity plans we do have in place will permit us to respond, at least to some degree, to service outages, our current or future third-party cloud providers that host our SaaS solutions are vulnerable in the event of failure.
Adverse changes in domestic and global economic and political conditions, including those associated with outbreaks, epidemics, or pandemics involving public health, uncertainty as a result of geopolitical events such as the conflicts in and around Ukraine, the Middle East and other parts of the world, inflation, elevated interest rates and the adverse economic downturn, stress and volatility in the financial services industry and impacts from climate change, could result in significant decreases in demand or lengthened sales cycles for our solutions, including the delay or cancellation of current or anticipated projects, and reduction in IT spending by our clients and potential clients, or could present difficulties in collecting accounts receivables from our clients if their financial condition deteriorates.
Adverse changes in domestic and global economic and political conditions— including those associated with pandemics or other public health emergencies, uncertainty as a result of geopolitical events such as the conflicts in and around Ukraine, the Middle East and other parts of the world, inflation, fluctuations in interest rates, economic downturn, stress and volatility in the financial services industry, trade disputes, economic sanctions, export controls, impacts from increased or threatened tariffs or trade barriers and impacts from climate change— could result in significant decreases in demand or lengthened sales cycles for our solutions, including the delay or cancellation of current or anticipated projects, and reduction in IT spending by our clients and potential clients, or could present difficulties in collecting accounts receivables from our clients if their financial condition deteriorates.
In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions. Additionally, our obligations to repay principal and interest on our indebtedness make us vulnerable to economic or market downturns.
In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions. Additionally, if we incur debt under the facility in the future, our obligations to repay principal and interest on our indebtedness make us vulnerable to economic or market downturns.
Our AI capabilities include, among other things, automation, machine learning, deep learning and generative AI. Many of our products are powered by AI and machine learning, some of which include the use of large language models and generative AI. Known risks of generative AI currently include accuracy, bias, toxicity, privacy, and security and data provenance.
Many of our products are powered by AI and machine learning, some of which include the use of large language models and generative AI. Some of the known risks of generative AI currently include accuracy, bias, toxicity, privacy, and security and data provenance.
While we have developed and implemented measures designed to protect client information and prevent security breaches and our cloud services comply with numerous internationally recognized standards, such as ISO 27001, ISO 27017, ISO 27108, SOC 2 and CSA STAR, if our security measures are breached or unauthorized access to client data is otherwise obtained, our solutions may be perceived as not being secure; clients, especially those in the professional and financial services industry, may reduce the use of or stop using our solutions, and we may incur significant liabilities.
While we have developed and implemented measures designed to protect client information and prevent security breaches and our cloud services comply with numerous internationally recognized standards, such as ISO 27001, ISO 27017, ISO 27108, SOC 2 and CSA STAR, if our security measures are breached or unauthorized access to client data is otherwise obtained, our solutions may be perceived as not being secure; clients, especially those in the accounting, consulting, investment banking, legal, private capital and real assets industries, may reduce the use of or stop using our solutions, and we may incur significant liabilities.
Although we believe we have made appropriate provisions for taxes in the jurisdictions in which we operate, changes in the tax laws or challenges from tax authorities under existing tax laws could adversely affect our business, financial condition, and results of operations. Item 1B. Unresolve d Staff Comments. None
Although we believe we have made appropriate provisions for taxes in the jurisdictions in which we operate, changes in the tax laws or challenges from tax authorities under existing tax laws could adversely affect our business, financial condition, and results of operations.
Our international sales are generally denominated in foreign currencies, and these revenues could be materially affected by currency fluctuations. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy.
We may experience fluctuations in foreign currency exchange rates that could adversely impact our results of operations and financial condition. Our international sales are generally denominated in foreign currencies, and these revenues could be materially affected by currency fluctuations. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy.
In the UK and 23 Table of Contents the EEA, there are now updated form versions of standard contractual clauses and a need to conduct a transfer risk assessment in accordance with applicable guidance.
In the U.K. and the EEA, there are now updated form versions of standard contractual clauses and a need to conduct a transfer risk assessment in accordance with applicable guidance.
We have a history of losses and may not achieve or maintain profitability in the future. In fiscal years 2024, 2023 and 2022, we incurred net losses. We must generate and sustain higher revenue levels in future periods to become profitable, and even if we do, we may not be able to maintain or increase our profitability.
In fiscal years 2025, 2024 and 2023, we incurred net losses. We must generate and sustain higher revenue levels in future periods to become profitable, and even if we do, we may not be able to maintain or increase our profitability.
After Russia’s invasion of Ukraine, we implemented contingency plans to ensure the continuity of our contract research and development activity which included ending activities in Belarus and Russia and transitioning work to the European Union, U.K. and Americas.
For example, after Russia’s invasion of Ukraine, we implemented contingency plans to ensure the continuity of our contract research and development activity conducted through our facilities based in Ukraine and our contractors’ facilities located in Belarus, Ukraine and Russia, which included ending activities in Belarus and Russia and transitioning work to the European Union, U.K. and Americas.
Sales and use, value-added, and similar tax laws and rates vary greatly by jurisdiction. If we believe that we should have been or should be collecting additional sales, use, or other taxes on our solutions, we voluntarily engage with appropriate tax authorities, and such engagement has led and may lead to our participation in voluntary disclosure agreements.
If we believe that we should have been or should be collecting additional sales, use, or other taxes on our solutions, we voluntarily engage with appropriate tax authorities, and such engagement has led and may lead to our participation in voluntary disclosure agreements.
In the event that portions of our proprietary technology are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our services and technologies and materially and adversely affect our business, results of operations and prospects. 31 Table of Contents We may experience fluctuations in foreign currency exchange rates that could adversely impact our results of operations and financial condition.
In the event that portions of our proprietary technology are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our services and technologies and materially and adversely affect our business, results of operations and prospects.
If we are unable to develop or sell our solutions into new markets or to further penetrate existing markets, our revenues will not grow as expected and our operating results could be adversely affected.
If we are unable to develop or sell our solutions into new markets or to further penetrate existing markets, our revenues will not grow as expected, and if our established solutions fail to satisfy client demands or maintain market acceptance, our operating results could be adversely affected.
Demand for our solutions is affected by a number of factors, some of which are beyond our control, including the successful implementation of our solutions, the timing of development and release of new solutions by us and our competitors, technological advances which reduce the appeal of our solutions, changes in regulations that our clients must comply with in the jurisdictions in which they operate and the growth or contraction in the worldwide market for technological solutions for the professional and financial services industry.
Demand for our solutions is affected by a number of factors, some of which are beyond our control, including the successful implementation of our solutions, the timing of development and release of new solutions by us and our competitors, technological advances which reduce the appeal of our solutions, changes in regulations that our clients must comply with in the jurisdictions in which they operate and the growth or contraction in the worldwide market for technological solutions for the accounting, consulting, investment banking, legal, private capital and real assets industries.
We have never paid cash dividends on our common stock and have no plans to pay regular dividends on our common stock in the foreseeable future.
We have not paid dividends in the past and do not anticipate paying any dividends on our common stock in the foreseeable future. We have never paid cash dividends on our common stock and have no plans to pay regular dividends on our common stock in the foreseeable future.
We are required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are required to provide an annual management report on, among other things, the effectiveness of our internal control over financial reporting, as well as a statement that our independent registered public accounting firm has issued an opinion on our internal control over financial reporting.
We are required to provide an annual management report on, among other things, the effectiveness of our internal control over financial reporting, as well as a statement that our independent registered public accounting firm has issued an opinion on our internal control over financial reporting.
Many professional and financial services firms use on-premises software applications, including some who have invested substantial resources to integrate a variety of point solutions into their organizations to address one or more specific business needs and, therefore, may be reluctant to switch to SaaS solutions.
Many accounting, consulting, investment banking, legal, private capital and real assets firms use on-premises software applications, including some who have invested substantial resources to integrate a variety of point solutions into their organizations to address one or more specific business needs and, therefore, may be reluctant to switch to SaaS solutions.
We may issue all of these shares of common stock without any action or approval by our stockholders, subject to certain exceptions. Additionally, as of August 12, 2024, we had 25,885,060 shares of common stock reserved for issuance under our incentive plans.
We may issue all of these shares of common stock without any action or approval by our stockholders, subject to certain exceptions. Additionally, as of August 13, 2025, we had 23,977,373 shares of common stock reserved for issuance under our incentive plans.
There are also Swiss and UK extensions to the EU-US Data Privacy Framework. In addition, that same Court of Justice of the European Union decision also cast doubt on the use of a prior form of standard contractual clauses that are the other commonly used mechanism to transfer personal data outside of the EEA/UK.
In addition, that same Court of Justice of the European Union decision also cast doubt on the use of a prior form of standard contractual clauses that are the other commonly used mechanism to transfer personal data outside of the EEA/U.K.
In the event of any damage or interruption, our property and business interruption insurance coverage may not be adequate to fully compensate us for losses that may occur. Additionally, our systems are not fully redundant, and we have not yet implemented a complete disaster recovery plan or business continuity plan.
In the event of any damage or interruption, our property and business interruption insurance coverage may not be adequate to fully compensate us for losses that may occur. Additionally, our systems are not fully redundant.
A decline in the price of our common stock might impede our ability to raise capital through the issuance of additional common stock or other equity securities. As of August 12, 2024, we had an aggregate of 599,415,412 shares of common stock authorized but unissued and not reserved for issuance under our incentive plans.
A decline in the price of our common stock might impede our ability to raise capital through the issuance of additional common stock or other equity securities. 38 Table of Contents As of August 13, 2025, we had an aggregate of 593,907,729 shares of common stock authorized but unissued and not reserved for issuance under our incentive plans.
Additionally, if we are unable to adequately address our clients’ concerns about security, we may have difficulty selling our solutions. 14 Table of Contents We rely on third-party technology and systems for a variety of services, including, without limitation, third-party cloud providers or sub-processors to host our websites and web-based services, encryption and authentication technology, employee email, content delivery to clients, back-office support and other functions, and the ability to prevent breaches of any of these systems may be beyond our control.
We rely on third-party technology and systems for a variety of services, including, without limitation, third-party cloud providers or sub-processors to host our websites and web-based services, encryption and authentication technology, employee email, content delivery to clients, back-office support and other functions, and the ability to prevent breaches of any of these systems may be beyond our control.
We take steps to ensure that our proprietary solutions are not combined with, and do not incorporate, open source software in ways that would require our proprietary solutions to be subject to many of the restrictions in an open source license.
If we combine our proprietary solutions in such ways with certain open source software, we could be required to release the source code of our proprietary solutions. 34 Table of Contents We take steps to ensure that our proprietary solutions are not combined with, and do not incorporate, open source software in ways that would require our proprietary solutions to be subject to many of the restrictions in an open source license.
While the closure did not have a material direct impact on our business, continued instability in the global banking system may result in additional bank failures, as well as volatility of global financial markets, either of which may adversely impact our clients in the financial services industry and our business and financial condition.
Instability in the global banking system may result in additional bank failures, as well as volatility of global financial markets— either of which may adversely impact our clients in the financial services industry and our business and financial condition.
Failure to meet these upfront estimates and the expectations of our clients for the implementation of our solutions could result in a loss of clients and negative publicity about us and our solutions and implementation services.
We also provide our clients with upfront estimates regarding the duration, resources and costs associated with the implementation of our solutions. Failure to meet these upfront estimates and the expectations of our clients for the implementation of our solutions could result in a loss of clients and negative publicity about us and our solutions and implementation services.
If we are unable to sell our solutions into new markets or to further penetrate existing markets, or to increase sales from existing clients by selling them additional software and services, our revenues will not grow as expected, which would have a material adverse effect on our business, financial condition, and results of operations. 17 Table of Contents We compete in highly competitive markets, and if we do not compete effectively, our business, results of operations, and financial condition could be negatively impacted and cause our market share to decline.
If we are unable to sell our solutions into new markets or to further penetrate existing markets, or to increase sales from existing clients by selling them additional software and services, our revenues will not grow as expected, which would have a material adverse effect on our business, financial condition, and results of operations.
If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, our growth rates may slow and our business would suffer.
If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, our growth rates may slow and our business would suffer. 16 Table of Contents We have a history of losses and may not achieve or maintain profitability in the future.
If we or other providers of cloud-based computing in general, and in the professional and financial services industry in particular, experience security incidents, loss of client data, disruptions in delivery, or other problems, the market for cloud computing applications as a whole, including our SaaS solutions, may be negatively affected.
If we or other providers of cloud-based computing in general, and in the accounting, consulting, investment banking, legal, private capital and real assets industries in particular, experience security incidents, loss of client data, disruptions in delivery, or other problems, the market for cloud computing applications as a whole, including our SaaS solutions, may be negatively affected.
Bribery Act and other anti-corruption regulations, particularly in emerging market countries; • compliance by international staff with accounting practices generally accepted in the United States, including adherence to our accounting policies and internal controls; • import and export license requirements, tariffs, trade agreements, taxes, and other trade barriers; • increased financial accounting and reporting burdens and complexities; • weaker protection of intellectual property rights in some countries; • multiple and possibly overlapping tax regimes; • the application of the respective local laws and regulations to our business in each of the jurisdictions in which we operate and associated legal expenses; • government sanctions that may interfere with our ability to sell into particular countries; • disruption to our operations caused by epidemics, pandemics or outbreaks; and • political, social, and economic instability abroad, including geopolitical and regional conflicts, terrorist attacks, and security concerns in general.
Bribery Act and other anti-corruption regulations, particularly in emerging market countries; • Import and export license requirements, tariffs, trade agreements, taxes, and other trade barriers; • Increased financial accounting and reporting burdens and complexities; • Weaker protection of intellectual property rights in some countries; • Multiple and possibly overlapping tax regimes; • The application of the respective local laws and regulations to our business in each of the jurisdictions in which we operate and associated legal expenses; • Government sanctions that may interfere with our ability to sell into particular countries; • Disruption to our operations caused by pandemics or other public health emergencies; and • Political, social, and economic instability abroad, including geopolitical and regional conflicts, terrorist attacks, and security concerns in general. 31 Table of Contents Additionally, we engage through third parties a significant number of independent contractors abroad in our research and development efforts.
We have also experienced increased costs associated with the growth and expansion of our client base and investments in research and development. Accordingly, we may not be able to generate sufficient revenues to offset our expected cost increases and achieve and sustain profitability. If we fail to achieve and sustain profitability, the market price of our common stock could decline.
These expenditures may not result in additional revenues or growth of our business. We have also experienced increased costs associated with the growth and expansion of our client base and investments in research and development. Accordingly, we may not be able to generate sufficient revenues to offset our expected cost increases and achieve and sustain profitability.
As of August 12, 2024, there were 74,699,528 shares of common stock outstanding. Approximately 23% of our outstanding common stock is held by Anderson and can be resold into the public markets in the future in accordance with the requirements of Rule 144.
As of August 13, 2025, there were 82,120,030 shares of common stock outstanding. Approximately 21% of our outstanding common stock is held by Anderson and can be resold into the public markets in the future in accordance with the requirements of Rule 144.
If we raise additional funds through the issuance of equity or securities convertible into shares of our common stock, the percentage ownership of our stockholders could be significantly diluted, and newly-issued securities may have rights, preferences, or privileges senior to those of existing stockholders.
If we fail to raise capital when needed, we could be prevented from executing our business strategy or react to the economic environment. 40 Table of Contents If we raise additional funds through the issuance of equity or securities convertible into shares of our common stock, the percentage ownership of our stockholders could be significantly diluted, and newly-issued securities may have rights, preferences, or privileges senior to those of existing stockholders.
If we are unable to attract, integrate and retain qualified personnel, or if there are delays in hiring required personnel, including delays due to geopolitical instability or outbreaks, epidemics, or pandemics involving public health or adjustments to U.S. immigration policy related to skilled foreign workers, our business, results of operations, and financial condition may be materially adversely affected. 29 Table of Contents Increases in labor costs, including wages, and an overall tightening of the labor market, could adversely affect our business, results of operations or financial condition.
If we are unable to attract, integrate and retain qualified personnel, or if there are delays in hiring required personnel, including delays due to geopolitical instability, pandemics, other public health emergencies or adjustments to U.S. immigration policy related to skilled foreign workers, our business, results of operations, and financial condition may be materially adversely affected.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeBased on our assessments, we have not identified any cybersecurity threats that have had a material impact during the last fiscal year, and we do not believe these incidents have materially affected or will materially affect us, including our operations, business strategy, results of operations, or financial condition.
Biggest changeBased on our assessments, during the last fiscal year, we have not identified any cybersecurity threat that has had a material impact on, or that we expect will have a material impact on our operations, business strategy, results of operations, or financial condition. However, we face ongoing cybersecurity risks, including threats that might become more sophisticated and effective over time.
Additional information on the cybersecurity risks we face is discussed in Part I, Item 1A, “Risk Factors.” Cybersecurity Governance Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (“Committee”) oversight of the Company’s enterprise risks, including cybersecurity and other information security risks.
Additional information on the cybersecurity risks we face is discussed in Part I, Item 1A, “Risk Factors.” Cybersecurity Governance Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (“Committee”) oversight of our enterprise risks, including cybersecurity and other information security risks.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to legal, compliance, strategic, operational, and financial risk areas.
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. 39 Table of Contents
Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
The Committee oversees management’s implementation of our cybersecurity risk management program. Also, the Company created a Risk Management Working Group which meets no less than quarterly and which receives updates on the Company’s cybersecurity risk management program and cybersecurity risks from the Chief Information Security Officer (“CISO”).
The Committee oversees management’s implementation of our cybersecurity risk management program. Also, we created a Risk Management Working Group which meets no less than quarterly and which receives updates on our cybersecurity risk management program and cybersecurity risks from the Chief Information Security Officer (“CISO”) .
Our cybersecurity risk management program includes: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • cybersecurity awareness training of our employees, incident response personnel, and senior management, including through the use of third-party providers for regular mandatory trainings; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, and vendors. 38 Table of Contents When we experience cybersecurity incidents, we promptly activate incident response protocols and commence investigation of the incident.
Our cybersecurity risk management program includes: • Risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; • A security team principally responsible for managing (1) our cybersecurity governance and risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; • The use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls; • Cybersecurity awareness training of our employees, incident response personnel, and senior management, including through the use of third-party providers for regular mandatory trainings; • A cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • A third-party risk management process for service providers, suppliers, and vendors.
Schertler leads a team of experienced cybersecurity professionals who have extensive experience in the field of cybersecurity, including experience in cybersecurity consulting, cloud security, principal security architect, application security and as a chief technology officer.
Schertler has over 40 years of experience in the field of cybersecurity. Mr. Schertler leads a team of experienced cybersecurity professionals who have extensive experience in the field of cybersecurity, including experience in cybersecurity consulting, cloud security, security architecture, application security and serving as a chief technology officer.
We may notify law enforcement and engage third-party professionals, as appropriate, as part of our incident response and/or investigation.
When we experience cybersecurity incidents, we promptly activate incident response protocols and commence investigation of the incident. We may notify law enforcement and engage third-party professionals, as appropriate, as part of our incident response and/or investigation.
Our team of experienced cybersecurity professionals has primary responsibility for our overall cybersecurity risk management program, including assessing and managing material risks from cybersecurity threats. Our CISO, Mark Schertler, supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Mr. Schertler has over 40 years of experience in the field of cybersecurity. Mr.
The full Board of Directors also receives briefings on our cyber risk management program. 42 Table of Contents Our team of experienced cybersecurity professionals has primary responsibility for our overall cybersecurity risk management program, including assessing and managing material risks from cybersecurity threats. Our CISO, Mark Schertler, supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Mr.
As such, we have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan. We design our program based on industry standard cybersecurity frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF).
Our cybersecurity risk management program includes a cybersecurity incident response plan. 41 Table of Contents We design our program based on industry standard cybersecurity frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF).
The Committee reports quarterly to the full Board of Directors regarding its activities, including those related to cybersecurity. The full Board of Directors also receives briefings on our cyber risk management program, including from our CISO.
The Committee reports quarterly to the full Board of Directors regarding its activities, including those related to cybersecurity.
Removed
However, we face ongoing cybersecurity risks, including threats that might become more sophisticated and effective over time. If realized, these risks are reasonably likely to materially affect the Company.
Added
As such, we have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.
Added
Our cybersecurity incident response plan is also designed to integrate with or complement other enterprise plans, such as our business continuity plan and crisis management plan.
Added
If realized, these risks are reasonably likely to materially affect us.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed2 unchanged
Biggest changeIn addition to our head office, we also maintain ten offices in multiple locations in the U.S. and internationally in the U.K., Netherlands, Ukraine, Germany and Singapore.
Biggest changeIn addition to our head office, we also maintain eleven offices in multiple locations in the U.S. and internationally in the U.K., Germany, Netherlands, Portugal, Ukraine and Singapore.
Item 2. Pro perties. We have eleven offices globally, all in leased or managed premises. Our corporate headquarters is located in Palo Alto, California, and consists of approximately 13,000 square feet of space pursuant to an agreement that expires in August 2025.
Item 2. Pro perties. We have twelve offices globally, all in leased or managed premises. Our corporate headquarters is located in Palo Alto, California, and consists of approximately 13,000 square feet of space pursuant to an agreement that expires in August 2026.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed3 unchanged
Biggest changeItem 3. Legal Proceedings. The information contained in Note 9. “Commitments and Contingencies—Litigation” in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K is incorporated herein by reference.
Biggest changeItem 3. Legal Proceedings. The information contained in Note 10. “Commitments and Contingencies—Litigation” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

4 edited+0 added−0 removed5 unchanged
Biggest changeOur ability to pay cash dividends on our capital stock is limited by our Credit Agreement. Recent Sales of Unregistered Securities All unregistered sales of equity securities during the period covered by this Annual Report were previously disclosed on prior Quarterly Reports on Form 10-Q that we filed with the SEC. Issuer Purchases of Equity Securities None.
Biggest changeOur ability to pay cash dividends on our capital stock is limited by our Credit Agreement. Recent Sales of Unregistered Securities All unregistered sales of equity securities during the period covered by this Annual Report were previously disclosed on prior Quarterly Reports on Form 10-Q that we filed with the Securities and Exchange Commission (“SEC”).
Securities Authorized for Issuance Under Equity Compensation Plans The information required by this Item regarding equity compensation plans is incorporated by reference to the information set forth in Part III, Item 12 of this Annual Report on Form 10-K. 41 Table of Contents Performance Graph The following graph shows a comparison of the cumulative total stockholder return for our common stock to the Nasdaq Composite — Total Return Index and S&P Software & Services Select Industry Index, assuming an initial investment of $100 at the market close on June 30, 2021, the date our stock commenced trading on the Nasdaq Global Select Market through June 30, 2024.
Securities Authorized for Issuance Under Equity Compensation Plans The information required by this Item regarding equity compensation plans is incorporated by reference to the information set forth in Part III, Item 12 of this Annual Report on Form 10-K. 44 Table of Contents Performance Graph The following graph shows a comparison of the cumulative total stockholder return for our common stock to the Nasdaq Composite — Total Return Index and S&P Software & Services Select Industry Index, assuming an initial investment of $100 at the market close on June 30, 2021, the date our stock commenced trading on the Nasdaq Global Select Market through June 30, 2025.
Item 4. Mine Saf ety Disclosures. Not applicable. 40 Table of Contents PART II Item 5 . Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 4. Mine Saf ety Disclosures. Not applicable. 43 Table of Contents PART II Item 5 . Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information Our common stock is listed on the Nasdaq Global Select Market under the symbol “INTA.” Holders of Common Stock As of August 12, 2024, there were 31 holders of record of our common stock.
Market Information Our common stock is listed on the Nasdaq Global Select Market under the symbol “INTA.” Holders of Common Stock As of August 13, 2025, there were 28 holders of record of our common stock.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 41 Item 6. [Reserved] 42 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 43 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 58 Item 8. Financial Statements and Supplementary Data 59
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 44 Item 6. [Reserved] 45 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 46 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 60 Item 8. Financial Statements and Supplementary Data 61

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

82 edited+22 added−34 removed28 unchanged
Biggest changeWe maintain a full valuation allowance on our federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized. 47 Table of Contents Results of Operations The following tables set forth our results of operations for the periods presented, expressed in total U.S. dollar terms and as a percentage of our total revenues: Year Ended June 30, 2024 2023 2022 (in thousands, except for percentages) Revenues: SaaS and support $ 315,960 73 % $ 252,310 72 % $ 192,980 71 % Subscription license 60,682 14 48,970 14 44,202 16 Professional services 53,881 13 49,593 14 34,889 13 Total revenues 430,523 100 350,873 100 272,071 100 Cost of revenues (1) : SaaS and support 59,831 14 53,022 15 51,177 18 Professional services 63,830 15 58,440 17 47,906 18 Total cost of revenues 123,661 29 111,462 32 99,083 36 Gross profit 306,862 71 239,411 68 172,988 64 Operating expenses (1) : Research and development 113,634 27 93,851 27 74,412 27 Sales and marketing 138,176 32 132,189 38 111,905 41 General and administrative (2) 87,243 20 81,031 23 86,127 32 Lease modification and impairment — — 1,601 — — — Total operating expenses 339,053 79 308,672 88 272,444 100 Operating loss (32,191 ) (8 ) (69,261 ) (20 ) (99,456 ) (37 ) Loss on debt extinguishment — — — — (2,407 ) (1 ) Interest and other income (expense), net 2,285 1 (659 ) — (1,250 ) — Net loss before income taxes (29,906 ) (7 ) (69,920 ) (20 ) (103,113 ) (38 ) Income tax (expense) benefit (2,115 ) — 495 — 3,435 1 Net loss $ (32,021 ) (7 ) % $ (69,425 ) (20 ) % $ (99,678 ) (37 ) % ___________________ (1) Amounts include stock-based compensation expense as follows: Year Ended June 30, 2024 2023 2022 Cost of SaaS and support $ 2,292 1 % $ 1,705 — % $ 1,258 1 % Cost of professional services 5,030 1 3,916 1 3,029 1 Research and development 14,854 3 15,186 4 17,166 6 Sales and marketing 17,312 4 20,426 6 25,428 9 General and administrative 20,407 5 26,536 8 30,633 11 Total stock-based compensation expense $ 59,895 14 % $ 67,769 19 % $ 77,514 28 % (2) Includes transaction costs related to acquisitions and certain non-capitalized offering-related expenses of $2.7 million, $1.4 million and $1.9 million for fiscal years 2024, 2023 and 2022, respectively. 48 Table of Contents Comparison of the Fiscal Years Ended June 30, 2024 and 2023 Revenues Year Ended June 30, Change 2024 2023 Amount % (in thousands, except for percentages) Revenues: SaaS and support $ 315,960 $ 252,310 $ 63,650 25 % Subscription license 60,682 48,970 11,712 24 % Total recurring revenues 376,642 301,280 75,362 25 % Professional services 53,881 49,593 4,288 9 % Total revenues $ 430,523 $ 350,873 $ 79,650 23 % Recurring Revenues Recurring revenues from the sale of our SaaS solutions, from subscriptions to our term software solutions, and from providing support for these solutions increased by $75.4 million, or 25%, compared to the prior year.
Biggest changeWe maintain a full valuation allowance on our federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized. 50 Table of Contents Results of Operations The following tables set forth our results of operations for the periods presented, expressed in total U.S. dollar terms and as a percentage of our total revenues (percentages may not add up due to rounding): Year Ended June 30, 2025 2024 2023 (in thousands, except for percentages) Revenues: SaaS $ 331,948 66 % $ 259,256 60 % $ 197,090 56 % License 120,024 24 117,386 27 104,190 30 Professional services 52,148 10 53,881 13 49,593 14 Total revenues 504,120 100 430,523 100 350,873 100 Cost of revenues (1) : SaaS 66,714 13 53,487 13 46,764 13 License 6,256 1 6,344 1 6,258 2 Professional services 58,178 12 63,830 15 58,440 17 Total cost of revenues 131,148 26 123,661 29 111,462 32 Gross profit 372,972 74 306,862 71 239,411 68 Operating expenses (1) : Research and development 137,760 27 113,634 27 93,851 27 Sales and marketing 163,846 33 138,176 32 132,189 38 General and administrative 98,723 19 87,243 20 81,031 23 Lease modification and impairment — — — — 1,601 — Total operating expenses 400,329 79 339,053 79 308,672 88 Operating loss (27,357 ) (5 ) (32,191 ) (8 ) (69,261 ) (20 ) Interest and other income (expense), net 11,219 2 2,285 1 (659 ) — Net loss before income taxes (16,138 ) (3 ) (29,906 ) (7 ) (69,920 ) (20 ) Income tax (expense) benefit (2,079 ) (1 ) (2,115 ) — 495 — Net loss $ (18,217 ) (4 ) % $ (32,021 ) (7 ) % $ (69,425 ) (20 ) % (1) Amounts include stock-based compensation expense as follows: Year Ended June 30, 2025 2024 2023 Cost of SaaS $ 3,174 1 % $ 1,740 1 % $ 1,329 — % Cost of license 709 — 552 — 376 — Cost of professional services 6,026 1 5,030 1 3,916 1 Research and development 24,309 5 14,854 3 15,186 4 Sales and marketing 24,557 5 17,312 4 20,426 6 General and administrative 29,311 5 20,407 5 26,536 8 Total stock-based compensation expense $ 88,086 17 % $ 59,895 14 % $ 67,769 19 % 51 Table of Contents Comparison of the Fiscal Years Ended June 30, 2025 and 2024 Revenues Year Ended June 30, Change 2025 2024 Amount % (in thousands, except for percentages) Revenues: SaaS $ 331,948 $ 259,256 $ 72,692 28 % License 120,024 117,386 2,638 2 % Professional services 52,148 53,881 (1,733 ) (3 )% Total revenues $ 504,120 $ 430,523 $ 73,597 17 % Saas SaaS revenues increased by $72.7 million, or 28%, in fiscal year 2025 compared to fiscal year 2024, due to sales to new clients and expansion of existing clients from both cross-selling and upselling sales motions.
Our clients utilize these services to configure and implement one or more modules of the Intapp Intelligent Cloud platform, integrate those modules with the existing platform and with other core systems in their IT environment, upgrade their existing deployment, and provide training for their employees.
Our clients utilize these services to configure and implement one or more modules of the Intapp Intelligent Cloud, integrate those modules with the existing platform and with other core systems in their IT environment, upgrade their existing deployment, and provide training for their employees.
General and Administrative Our general and administrative expenses consist primarily of personnel-related costs as well as professional services and facilities costs related to our executive, finance, human resources, information technology and legal functions.
General and Administrative Our general and administrative expenses consist primarily of personnel costs as well as professional services and facilities costs related to our executive, finance, human resources, information technology and legal functions.
Financing Activities During fiscal year 2024, net cash provided by financing activities was $30.3 million, primarily comprised of $30.7 million of proceeds from stock option exercises and $3.4 million of proceeds from employee stock purchase plan, partially offset by $3.0 million of payments for the final contingent consideration and cash holdback related to prior acquisitions and $0.8 million of payments related to deferred offering costs in connection with our follow-on public offering.
During fiscal year 2024, net cash provided by financing activities was $30.3 million, primarily comprised of $30.7 million of proceeds from stock option exercises and $3.4 million of proceeds from employee stock purchase plan, partially offset by $3.0 million of payments for the final contingent consideration and cash holdback related to prior acquisitions and $0.8 million of payments related to deferred offering costs in connection with our follow-on public offering.
Annual Recurring Revenues (“ARR”) ARR represents the annualized recurring value of all active SaaS and on-premise subscription license contracts at the end of a reporting period. Contracts with a term other than one year are annualized by taking the committed contract value for the current period divided by number of days in that period then multiplying by 365.
Annual Recurring Revenues (“ARR”) ARR represents the annualized recurring value of all active SaaS and on-premise license contracts at the end of a reporting period. Contracts with a term other than one year are annualized by taking the committed contract value for the current period divided by number of days in that period then multiplying by 365.
As a metric, ARR mitigates fluctuations in revenue recognition due to certain factors, including contract term and the sales mix of SaaS contracts and subscription licenses. ARR does not have any standardized meaning and may not be comparable to similarly titled measures presented by other companies.
As a metric, ARR mitigates fluctuations in revenue recognition due to certain factors, including contract term and the sales mix of SaaS contracts and licenses. ARR does not have any standardized meaning and may not be comparable to similarly titled measures presented by other companies.
These adjustments consisted of $82.0 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization and amortization of operating lease right-of-use assets) and net cash inflow of $17.3 million from net changes in operating assets and liabilities.
These adjustments consisted of $82.0 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization and amortization of operating lease right-of-use assets) and a net cash inflow of $17.3 million from net changes in operating assets and liabilities.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the section titled “Cautionary Note regarding Forward-Looking Statements” and “Risk Factors.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in the section titled “Cautionary Note regarding Forward-Looking Statements” and “Risk Factors”. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
We then divide the current period ARR by the prior period ARR to calculate the NRR. This metric accounts for changes in our recurring revenue base from cross-sell (additional solution capabilities sold), upsell (additional seats sold), price changes, and client attrition (including contraction of solution capabilities, contraction of seats and client churn).
We then divide the current period Cloud ARR by the prior period Cloud ARR to calculate the Cloud NRR. This metric accounts for changes in our cloud recurring revenue base from cross-sell (additional solution capabilities sold), upsell (additional seats sold), cloud migrations, price changes, and client attrition (including contraction of solution capabilities, contraction of seats and client churn).
Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year. A discussion regarding our financial condition and results of operations for the fiscal year ended June 30, 2024 compared to the fiscal year ended June 30, 2023 is presented below.
Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year. A discussion regarding our financial condition and results of operations for the fiscal year ended June 30, 2025 compared to the fiscal year ended June 30, 2024 is presented below.
In the medium-term, we expect to see an increase in sales and marketing expense as we continue to expand our direct sales force to take advantage of opportunities for growth and increase in in-person meetings, conferences, and attendance at trade shows.
In the medium term, we expect to see an increase in sales and marketing expenses as we continue to expand our direct sales force to take advantage of opportunities for growth and increase in in-person meetings, conferences, and attendance at trade shows.
Other professional services include strategic consulting and advisory work, which are generally provided on a standalone basis. 43 Table of Contents Key Factors Affecting Our Performance Market Adoption of our Cloud Platform.
Other professional services include strategic consulting and advisory work, which are generally provided on a standalone basis. 46 Table of Contents Key Factors Affecting Our Performance Market Adoption of our Cloud Platform.
We capitalize client acquisition costs (principally commissions paid to sales personnel) and subsequently amortize these costs over the expected period of benefit.
We capitalize client acquisition costs (principally commissions paid to sales personnel) and subsequently amortize these costs over the expected period of benefits.
A discussion regarding our financial condition and results of operations for the fiscal year ended June 30, 2023 compared to the fiscal year ended June 30, 2022 can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed with the SEC on September 7, 2023.
A discussion regarding our financial condition and results of operations for the fiscal year ended June 30, 2024 compared to the fiscal year ended June 30, 2023 can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the SEC on August 26, 2024.
Cost of Revenues Our cost of revenues consists primarily of expenses related to providing SaaS subscription, support and professional services to our clients, including personnel costs (salaries, bonuses, benefits and stock-based compensation) and related expenses for client support and services personnel, as well as cloud infrastructure costs, third-party expenses, amortization of capitalized internal-use software costs and acquired intangible assets, and allocated overhead costs.
Cost of Revenues Our cost of revenues consists primarily of expenses related to providing SaaS solutions, premium support services related to SaaS, support services related to license and professional services to our clients, including personnel costs (salaries, bonuses, benefits and stock-based compensation) and related expenses for client support and services personnel, as well as cloud infrastructure costs, third-party expenses, depreciation of fixed assets, amortization of capitalized internal-use software costs and acquired intangible assets, and allocated overhead costs.
These changes were partially offset by an increase in accounts receivable of $26.4 million due to growth in our revenues and the timing of billing and collections on our outstanding receivables, a decrease of $5.9 million in operating lease liabilities due to lease payments, an increase of $3.9 million in unbilled receivables due to the timing of invoicing to our clients, an increase in deferred commissions of $3.4 million due to increased sales and a decrease in other liabilities of $1.3 million due to timing of payments.
These changes were partially offset by a $5.8 million increase in prepaid expenses and other assets, an increase in accounts receivable of $5.1 million due to growth in our revenues and the timing of billing and collections on our outstanding receivables, a decrease of $4.3 million in operating lease liabilities due to lease payments, an increase in deferred commissions of $4.1 million due to increased sales and an increase of $2.6 million in unbilled receivables due to the timing of invoicing to our clients.
We do not have any cost of revenues related to our subscription licenses. We expect our cost of revenues to increase in absolute dollars as we expand our SaaS client base over time as this will result in increased cloud infrastructure costs and increased costs for additional personnel to provide technical support services to our growing client base.
We expect our cost of revenues to increase in absolute dollars as we expand our SaaS client base over time as this will result in increased cloud infrastructure costs and increased costs for additional personnel to provide technical support services to our growing client base.
During fiscal year 2024, net cash used in investing activities was $19.8 million, consisting of $11.0 million cash consideration paid, net of cash acquired for the acquisitions of delphai and TDI, capitalized internal-use software costs of $6.4 million and capital expenditures of $2.4 million on property and equipment largely of computer equipment and website development costs.
During fiscal year 2024, net cash used in investing activities was $19.8 million, consisting of $11.0 million cash consideration paid, net of cash acquired for the acquisitions of delphai GmbH and Transform Data International B.V. and its subsidiaries (“TDI”), capitalized internal-use software costs of $6.4 million and capital expenditures of $2.4 million on property and equipment largely of computer equipment and website development costs.
These adjustments consisted of $87.7 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization and amortization of operating lease right-of-use assets) and net cash inflow of $9.2 million from net changes in operating assets and liabilities.
These adjustments consisted of $112.5 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization and amortization of operating lease right-of-use assets) and a net cash inflow of $29.2 million from net changes in operating assets and liabilities.
These clients have the financial and operating resources needed to purchase, deploy, and successfully use the full capabilities of our software platform, and as such, we believe the number of our clients with contracts greater than $100,000 of ARR is an important metric for highlighting our progress on the path to full adoption of our platform by our professional and financial services clients.
These clients have the financial and operating resources needed to purchase, deploy, and successfully use the full capabilities of our software platform, and as such, we believe the number of our clients with contracts greater than $100,000 of ARR is an important metric for highlighting our progress on the path to full adoption of our platform by our accounting, consulting, investment banking, legal, private capital and real assets clients.
We have determined that we have one reporting unit for purposes of our annual impairment evaluation. As part of the annual goodwill impairment test, we first assess the qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
As part of the annual goodwill impairment test, we first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.
ARR was $404.2 million and $330.2 million as of June 30, 2024 and 2023, respectively, an increase of 22%. Cloud ARR Cloud ARR is the portion of our ARR which represents the annualized recurring value of our active SaaS contracts.
ARR was $485.4 million and $404.2 million as of June 30, 2025 and 2024, respectively, an increase of 20%. Cloud ARR Cloud ARR is the portion of our ARR which represents the annualized recurring value of our active SaaS contracts.
Cost of SaaS and Support Our cost of SaaS and support revenues comprises the direct costs to deliver and support our products, including personnel costs, allocated overhead costs for facilities and IT, third-party hosting fees related to cloud services, amortization of capitalized internal-use software costs and amortization of acquired intangible assets.
Cost of SaaS Our cost of SaaS revenues comprises the direct costs to deliver and support our SaaS solutions and premium support services related to SaaS, including personnel costs, allocated overhead costs, third-party hosting fees related to cloud infrastructure, amortization of capitalized internal-use software costs, amortization of acquired intangible assets, and depreciation of fixed assets.
The Credit Agreement provides for a five-year, senior secured revolving credit facility of $100.0 million with a sub-facility for letters of credit in the aggregate amount of up to $10.0 million. As of June 30, 2024, no amounts have been borrowed under the JPMorgan Credit Facility. See Note 10 to our consolidated financial statements for additional information.
The Credit Agreement provides for a five-year, senior secured revolving credit facility of $100.0 million with a sub-facility for letters of credit in the aggregate amount of up to $10.0 million. As of June 30, 2025, no amounts have been borrowed under the JPMorgan Credit Facility. For further information refer to Note 11.
From a sales perspective, our ability to add new clients and expand within existing accounts depends upon a number of factors, including the quality and effectiveness of our sales personnel and marketing efforts, and our ability to convince key decision makers within professional and financial services firms to embrace the Intapp Intelligent Cloud platform over point solutions, internally developed solutions, and horizontal solutions.
From a sales perspective, our ability to add new clients and expand within existing accounts depends upon a number of factors, including the quality and effectiveness of our sales personnel and marketing efforts, and our ability to convince key decision makers within accounting, consulting, investment banking, legal, private capital and real assets firms to embrace the Intapp Intelligent Cloud over point solutions, internally developed solutions, and horizontal solutions.
We recognize stock-based compensation expense for RSUs over the requisite service period, which is generally four years. We recognize stock-based compensation expense for PSUs in the period in which it becomes probable that the performance target will be achieved, using the graded vesting method.
We recognize stock-based compensation expense for PSUs in the period in which it becomes probable that the performance target will be achieved, using the graded vesting method.
Cost of Professional Services Our cost of professional services revenues comprises the personnel-related costs for our professional services employees and contractors responsible for delivering implementation, upgrade and migration services to our clients. This includes personnel costs and allocated overhead costs for facilities and IT.
Cost of License Our cost of license revenues comprises the direct costs to support our license, including personnel costs, and allocated overhead costs. Cost of Professional Services Our cost of professional services revenues comprises the personnel-related costs for our professional services employees and contractors responsible for delivering implementation, upgrade and migration services to our clients.
Recent Accounting Pronouncements See Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information regarding recent accounting pronouncements and our assessment of their impact. 57 Table of Contents
“Summary of Significant Accounting Policies” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information regarding recent accounting pronouncements and our assessment of their impact. 59 Table of Contents
The net cash inflow from changes in operating assets and liabilities was primarily driven by an increase in deferred revenues of $46.6 million due to our revenue growth, an increase in accounts payable and accrued liabilities of $2.3 million due to an increase in accrued bonuses and timing of payments, and a decrease of $1.3 million in prepaid expenses and other assets.
The net cash inflow from changes in operating assets and liabilities was primarily driven by an increase in deferred revenues of $35.3 million due to our revenue growth and the timing of invoicing, an increase in accounts payable and accrued liabilities of $13.5 million due to an increase in accrued bonuses and timing of payments, an increase in other liabilities of $2.2 million due to the timing of payments and a decrease in accounts receivable of $1.2 million due to the timing of billing and collections on our outstanding receivables.
As a public company, we expect to continue to incur significant accounting and legal costs related to compliance with rules and regulations enacted by the SEC, including increase in compliance costs with the Sarbanes-Oxley Act as a result of our transition from emerging growth company to large accelerated filer status, as well as insurance, investor relations and other costs associated with being a public company.
As a public company, we expect to continue to incur significant accounting and legal costs related to compliance with rules and regulations enacted by the SEC, including the costs of maintaining compliance with the Sarbanes-Oxley Act, as well as insurance, investor relations and other costs associated with being a public company.
Components of Our Results of Operations Revenues We generate recurring revenues from the sale of our SaaS solutions, subscriptions to our term software applications, and from providing support for those applications. We generate non-recurring revenues primarily by delivering professional services for the configuration, implementation and upgrade of our solutions.
We generate revenues from the sale of our SaaS solutions and premium support services related to SaaS, and subscriptions to our term software applications and support services related to licenses. We generate professional services revenues primarily by delivering professional services for the configuration, implementation and upgrade of our solutions.
Operating losses could continue in the future as we continue to invest in the growth of our business. We believe our existing cash and cash equivalents as of June 30, 2024, along with our JPMorgan Credit Facility described below, will be sufficient to meet our working capital and capital expenditure needs for the next twelve months and beyond.
We believe our existing cash and cash equivalents as of June 30, 2025, along with our JPMorgan Credit Facility described below, will be sufficient to meet our working capital, capital expenditure, and stock repurchase needs for the next twelve months and beyond.
These changes were partially offset by a $5.8 million increase in prepaid expenses and other assets, an increase in accounts receivable of $5.1 million due to growth in our revenues and the timing of billing and collections on our outstanding receivables, a decrease of $4.3 million in operating lease liabilities due to lease payments, an increase in deferred commissions of $4.1 million due to increased sales and an increase of $2.6 million in unbilled receivables due to the timing of invoicing to our clients. 52 Table of Contents During fiscal year 2023, net cash provided by operating activities was $27.5 million, as our operating loss of $69.4 million was reduced by $96.9 million of adjustments.
These changes were partially offset by an increase in prepaid expenses and other assets of $8.0 million, an increase in unbilled receivables of $6.2 million due to the timing of invoicing to our clients, a decrease in operating lease liabilities of $5.1 million due to lease payments and an increase in deferred commissions of $3.7 million due to increased sales. 55 Table of Contents During fiscal year 2024, net cash provided by operating activities was $67.2 million, as our net loss of $32.0 million was reduced by $99.3 million of adjustments.
We finance our liquidity needs primarily through collections from clients and the issuance of equity securities. We generally bill and collect from our clients annually in advance. Our billings are subject to seasonality with billings in the fourth quarter higher than in the other quarters.
We finance our liquidity needs primarily through collections from clients, where we generally bill and collect from our clients annually in advance. Our billings are subject to seasonality with billings in the fourth quarter higher than in the other quarters. Operating losses could continue in the future as we continue to invest in the growth of our business.
Our future growth depends on our ability to win new professional and financial services clients and expand within our existing client base, primarily through the continued acceptance of our cloud business. Our cloud business has historically grown faster than our overall business, and represents an increasing proportion of our ARR.
Our future growth depends on our ability to win new accounting, consulting, investment banking, legal, private capital and real assets clients and expand within our existing client base, primarily through the continued acceptance of our cloud business. Our cloud business has historically grown faster than our overall business and represents an increasing proportion of our annual recurring revenues.
Our primary uses of cash include personnel-related expenses, third-party cloud infrastructure expenses, research and development, sales and marketing expenses, overhead costs and acquisitions we may make from time to time.
“Debt” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Our primary uses of cash include personnel-related expenses, third-party cloud infrastructure expenses, research and development, sales and marketing expenses, overhead costs and acquisitions we may make from time to time.
We sell our software through a direct sales model, which targets clients based on end market, geography, firm size, and business need. We recognize revenues from SaaS subscriptions ratably over the term of the contract, while we recognize revenues from the license component of on-premise subscriptions upfront and the support component of such subscriptions ratably over the support term.
How We Generate Revenue We generate revenues primarily from software subscriptions, typically with one-year or multi-year contract terms. We sell our software through a direct sales model, which targets clients based on end market, geography, firm size, and business need. We recognize revenues from SaaS and support revenue ratably over the contract term.
We intend to continue to gradually increase our general and administrative spending to support our growing operational needs. We have a track record of successfully identifying and integrating complementary businesses within the professional and financial services industry.
We intend to continue to gradually increase our general and administrative spending to support our growing operational needs. We have a track record of successfully identifying, acquiring and integrating complementary businesses within the accounting, consulting, investment banking, legal, private capital and real assets industries.
Cash Flows The following table summarizes our cash flows from operating, investing, and financing activities for the periods presented (in thousands): Year Ended June 30, 2024 2023 2022 Net cash provided by operating activities (1) $ 67,231 $ 27,487 $ 14,236 Net cash used in investing activities (19,828 ) (14,340 ) (7,287 ) Net cash provided by financing activities 30,325 64,100 6,647 Effect of foreign currency exchange rate changes on cash and cash equivalents (343 ) (373 ) (748 ) Net increase in cash, cash equivalents and restricted cash $ 77,385 $ 76,874 $ 12,848 (1) Includes debt-related cash interest payments of $6.0 million during fiscal year 2022.
Cash Flows The following table summarizes our cash flows from operating, investing, and financing activities for the periods presented (in thousands): Year Ended June 30, 2025 2024 2023 Net cash provided by operating activities $ 123,529 $ 67,231 $ 27,487 Net cash used in investing activities (62,875 ) (19,828 ) (14,340 ) Net cash provided by financing activities 41,183 30,325 64,100 Effect of foreign currency exchange rate changes on cash and cash equivalents 2,902 (343 ) (373 ) Net increase in cash, cash equivalents and restricted cash $ 104,739 $ 77,385 $ 76,874 Operating Activities During fiscal year 2025, net cash provided by operating activities was $123.5 million, as our net loss of $18.2 million was reduced by $141.7 million of adjustments.
Indebtedness On October 5, 2021, we entered into a Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022, with a group of lenders led by JPMorgan.
“Fair Value Measurements” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Indebtedness On October 5, 2021, we entered into a Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022, with a group of lenders led by JPMorgan.
These engagements are billed to clients either on a time and materials or milestone basis; revenues are recognized as invoiced or in proportion to the work performed, respectively. We expect the demand for our professional services to increase due to client growth and the need for implementation, upgrade, and migration services for new and existing clients.
Professional Services Our professional services primarily consist of implementation, configuration and upgrade services provided to clients and others. These engagements are billed to clients either on a time and materials or milestone basis; revenues are recognized as invoiced or in proportion to the work performed, respectively.
The Credit Agreement provides for a five-year, senior secured revolving credit facility of $100.0 million with a sub-facility for letters of credit in the aggregate amount of up to $10.0 million.
The Credit Agreement provides for a five-year, senior secured revolving credit facility of $100.0 million with a sub-facility for letters of credit in the aggregate amount of up to $10.0 million. We were in compliance with all of the covenants as of June 30, 2025. As of June 30, 2025, there were no outstanding borrowings under the JPMorgan Credit Facility.
This was partially offset by a $0.7 million decrease in contractor costs. Cost of Professional Services Cost of professional services revenues increased by $5.4 million, or 9%, for fiscal year 2024 compared to fiscal year 2023, primarily due to an increase in personnel-related costs of $4.8 million due to increased headcount and salary raises and sub-contractor costs of $1.1 million.
Cost of Professional Services Cost of professional services revenues decreased by $5.7 million, or 9%, for fiscal year 2025 compared to fiscal year 2024, primarily due to a decrease in personnel-related costs of $5.7 million as a result of decreased headcount and subcontractor costs of $0.7 million, partially offset by an increase in stock-based compensation expense of $1.0 million due to an increase in stock awards granted.
We generally price our subscriptions based on the number of users adopting our solution and the modules deployed. We expect the vast majority of our new ARR (as defined below) growth in the future to be from the sale of SaaS subscriptions. We generate a majority of our non-recurring revenues from professional services.
We expect the vast majority of our new ARR (as defined below) growth in the future to be from the sale of SaaS subscriptions. We generate service revenues primarily from professional services.
Gross Profit Gross profit increased by $67.5 million, or 28%, for fiscal year 2024 compared to fiscal year 2023.
Gross Profit Gross profit increased by $66.1 million, or 22%, for fiscal year 2025 compared to fiscal year 2024.
The initial term of our SaaS contracts is generally one to three years in duration. Support revenues consist of non-cancelable support which is included with our subscription licenses and entitles clients to receive technical support and software updates, on a when and if available basis.
The initial term of our SaaS contracts is generally one to three years in duration. 48 Table of Contents License License revenues include subscription fees from providing clients with the right to functional intellectual property where clients can benefit from the subscription licenses on their own and support services related to the licenses, which entitles clients to receive technical support and software updates, on a when and if available basis.
We expect the cost of professional services revenues to increase in absolute dollars as we continue to hire personnel and engage contractors to provide implementation, upgrade and migration services to our growing client base.
We expect the cost of professional services revenues to increase in absolute dollars as we continue to hire personnel and engage contractors to provide implementation, upgrade and migration services to our growing client base. 49 Table of Contents Operating Expenses Research and Development Our research and development expenses consist primarily of personnel costs for engineering and product development employees, costs of third-party services, cloud infrastructure costs and allocated overhead costs.
The transaction price allocated to subscription license arrangements is recognized as revenues at a point in time when control is transferred to the client, which generally occurs at the time of delivery for a new contract or commencement of the renewal term for renewals.
We recognize license revenues related to subscription fees at a point in time when control of our term software application is transferred to the client, which generally occurs at the time of delivery or upon commencement of the renewal term.
Interest and Other Income (Expense), net Interest and other income (expense), net consists primarily of interest income from our cash and cash equivalents, non-cash interest expense related to the amortization of deferred financing costs, realized and unrealized foreign exchange gains and losses resulting from fluctuations in foreign currency exchange rates on monetary assets and liabilities denominated in currencies other than the U.S. dollar.
Interest and Other Income (Expense), Net Interest and other income (expense), net consists primarily of interest income from our cash and cash equivalents, gains and losses from foreign currency transactions and remeasurement, and non-cash interest expense related to the amortization of deferred financing costs.
This was primary driven by an increase of $7.8 million in personnel-related costs primarily due to annual salary increases and increased headcount, an increase of $4.0 million in third-party professional fees, and an increase of $2.8 million in bad debt expense.
This was primarily driven by increases in personnel-related costs of $11.4 million due to annual salary increases and increased headcount, stock-based compensation expense of $9.5 million primarily due to an increase in stock awards granted, and allocated overhead costs of $2.7 million due to increased headcount.
A summary of our significant accounting policies is contained in Note 2 of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Revenue Recognition Revenue recognition requires judgment and the use of estimates, especially in identifying and evaluating the various non-standard terms and conditions in our contracts with clients and their effect on reported revenues.
Revenue Recognition Revenue recognition requires judgment and the use of estimates, especially in identifying and evaluating the various non-standard terms and conditions in our contracts with clients and their effect on reported revenues.
As of June 30, 2024 and 2023, we had 698 and 603 clients, respectively, with contracts greater than $100,000 of ARR, of which 73 and 53 clients, respectively, had contracts greater than $1.0 million of ARR.
As of June 30, 2025 and 2024, we had 795 and 698 clients, respectively, with contracts greater than $100,000 of ARR, of which 109 and 73 clients, respectively, had contracts greater than $1.0 million of ARR. With our scalable, modular cloud-based platform, we believe we are well positioned to continue our growth.
We expect our research and development expenses to continue to increase in absolute dollars for the foreseeable future as we continue to dedicate substantial internal resources to develop, improve and expand the functionality of our solutions. 46 Table of Contents Sales and Marketing Our sales and marketing expenses consist primarily of costs incurred for personnel-related costs for our sales and marketing employees as well as commission payments to our sales employees, costs of marketing events and online advertising, allocations of various overhead and facilities costs and travel and entertainment expenses.
We expect our research and development expenses to continue to increase in absolute dollars for the foreseeable future as we continue to dedicate substantial internal resources to develop, improve and expand the functionality of our solutions.
Income Tax (Expense) Benefit Year Ended June 30, Change 2024 2023 Amount % (in thousands, except for percentages) Income tax (expense) benefit $ (2,115 ) $ 495 $ (2,610 ) (527 )% Income tax expense was $2.1 million for fiscal year 2024 compared to an income tax benefit of $0.5 million recorded during fiscal year 2023.
Income Tax Expense Year Ended June 30, Change 2025 2024 Amount % (in thousands, except for percentages) Income tax expense $ (2,079 ) $ (2,115 ) $ 36 (2 )% Income tax expense was $2.1 million for fiscal year 2025 and 2024, respectively.
Goodwill Goodwill represents the excess purchase price over fair value of net tangible and identifiable intangible assets acquired in our business combinations. We test goodwill for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount may not be recoverable.
We test goodwill for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. We have determined that we have one reporting unit for purposes of our annual impairment evaluation.
With Intapp’s portfolio of vertical SaaS solutions, professionals can apply their collective expertise to make smarter decisions, manage risk, and increase competitive advantage. The world’s top firms — across accounting, consulting, investment banking, legal, private capital, and real assets — trust Intapp’s industry-specific platform and solutions to modernize and drive new growth.
Overview We are a leading global provider of AI-powered solutions for the world’s premier accounting, consulting, investment banking, legal, private capital and real assets firms. Our vertical software as a service (“SaaS”) solutions help professionals apply their collective expertise to make smarter decisions, manage risk, increase competitive advantage and drive new growth.
Lease Modification and Impairment Lease modification and impairment consists of charges related to the early exit of certain leased office space and amendments to the underlying lease agreement. Loss on Debt Extinguishment Loss on debt extinguishment consists of the write-off of unamortized deferred financing costs upon the repayment of our debt obligations.
Lease Modification and Impairment Lease modification and impairment consists of charges related to the early exit of certain leased office space and amendments to the underlying lease agreement during fiscal year 2023.
However, over time as we focus on new sales of our SaaS solutions and encourage existing subscription license clients to migrate to SaaS solutions, we expect revenues from support to decrease as a percentage of total revenues. 45 Table of Contents Subscription License Our subscription licenses provide the client with the right to functional intellectual property and are distinct performance obligations as the client can benefit from the subscription licenses on their own.
We expect to continue to generate a relatively consistent stream of license revenues from our existing license clients. However, over time as we focus on new sales of our SaaS solutions and encourage existing license clients to migrate to SaaS solutions, we expect revenues from license to decrease as a percentage of total revenues.
Subscription license fees are generally payable in advance on an annual basis over the term of the license arrangement, which is typically non-cancelable. Professional Services Our professional services primarily consist of implementation, configuration and upgrade services provided to clients.
License fees are generally payable in advance on an annual basis over the term of the license arrangement, which is typically non-cancelable. We recognize license revenues related to support ratably over the term of the support contract which corresponds to the underlying license agreement.
During fiscal year 2023, net cash used in investing activities was $14.3 million, consisting of $6.6 million cash consideration paid for the acquisition of Paragon, capitalized internal-use software costs of $5.5 million and capital expenditures of $2.2 million on property and equipment largely of computer equipment and leasehold improvements to our facilities in London, United Kingdom.
Investing Activities During fiscal year 2025, net cash used in investing activities was $62.9 million, consisting of $50.9 million cash consideration paid, net of cash acquired for the acquisition of TermSheet, LLC (“TermSheet”), $7.4 million capitalized internal-use software costs, $2.0 million purchase of strategic investments, $1.7 million capital expenditures on property and equipment primarily comprised of computer equipment and leasehold improvements and $0.9 million working capital adjustment related to a prior acquisition.
During fiscal year 2023, net cash provided by financing activities was $64.1 million, primarily comprised of $70.1 million in net proceeds from our public offering completed in May 2023, $23.5 million of proceeds from stock option exercises and $2.7 million of proceeds from employee stock purchase plan, partially offset by $22.3 million of payments for the final contingent consideration and cash holdback related to the acquisition of Repstor and deferred purchase consideration related to the acquisition of Billstream, $9.1 million of payments related to employee payroll tax withholding on vested equity awards and $0.8 million of payments related to offering costs in connection with our follow-on public offering.
Financing Activities During fiscal year 2025, net cash provided by financing activities was $41.2 million, primarily comprised of $40.8 million of proceeds from stock option exercises and $4.1 million of proceeds from employee stock purchase plan, partially offset by $3.7 million in payments for contingent consideration and holdbacks related to prior acquisitions.
Operating Expenses Year Ended June 30, Change 2024 2023 Amount % (in thousands, except for percentages) Operating expenses: Research and development $ 113,634 $ 93,851 $ 19,783 21 % Sales and marketing 138,176 132,189 5,987 5 % General and administrative 87,243 81,031 6,212 8 % Lease modification and impairment — 1,601 (1,601 ) * Total operating expenses $ 339,053 $ 308,672 $ 30,381 10 % * Not meaningful Research and Development Research and development expenses increased by $19.8 million, or 21%, for fiscal year 2024 compared to fiscal year 2023.
Operating Expenses Year Ended June 30, Change 2025 2024 Amount % (in thousands, except for percentages) Operating expenses: Research and development $ 137,760 $ 113,634 $ 24,126 21 % Sales and marketing 163,846 138,176 25,670 19 % General and administrative 98,723 87,243 11,480 13 % Total operating expenses $ 400,329 $ 339,053 $ 61,276 18 % Research and Development Research and development expenses increased by $24.1 million, or 21%, for fiscal year 2025 compared to fiscal year 2024.
As of June 30, 2024, no amounts have been borrowed under the JPMorgan Credit Facility. 55 Table of Contents Critical Accounting Policies and Estimates The process of preparing our consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses.
“Debt” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 57 Table of Contents Critical Accounting Policies and Estimates The process of preparing our consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses.
Cloud ARR was $296.7 million and $222.3 million as of June 30, 2024 and 2023, respectively, an increase of 33%, and represented 73% and 67% of ARR for fiscal years 2024 and 2023, respectively. 44 Table of Contents Net Revenue Retention (“NRR”) We measure our ability to grow and retain ARR from existing clients using a metric we refer to as NRR.
Cloud ARR was $383.1 million and $296.7 million as of June 30, 2025 and 2024, respectively, an increase of 29%, and represented 79% and 73% of ARR for fiscal years 2025 and 2024, respectively. 47 Table of Contents Cloud Net Revenue Retention (“NRR”) Cloud NRR is the portion of our NRR which represents the net revenue retention of our SaaS contracts.
The change in our income tax (expense) benefit was primarily due to a partial release of the valuation allowance against our deferred tax assets in the U.S. in fiscal year 2023. The income tax expense for fiscal year 2024 is primarily attributable to current taxes for U.S. state and foreign jurisdictions.
The change in our income tax expense was primarily due to an increase in current taxes in foreign jurisdictions offset by a decrease in current taxes in U.S state jurisdictions.
Material Cash Commitments Our material cash commitments as of June 30, 2024 were as follows (in thousands): Total Short-Term Long-Term Operating lease obligations $ 30,564 $ 7,558 $ 23,006 Purchase obligations 111,346 5,459 105,887 Deferred considerations and acquisition holdbacks 5,394 4,481 913 Total cash requirements $ 147,304 $ 17,498 $ 129,806 Operating lease obligations consist of obligations under non-cancelable operating leases for office space with expiration through November 2030.
Material Cash Commitments Our material cash commitments as of June 30, 2025 were as follows (in thousands): Total Short-Term Long-Term Operating lease obligations $ 26,081 $ 7,780 $ 18,301 Purchase obligations 96,698 6,433 90,265 Deferred considerations and acquisition holdbacks 2,596 623 1,973 Total cash requirements $ 125,375 $ 14,836 $ 110,539 56 Table of Contents Operating lease obligations consist of obligations under non-cancelable operating leases for office space with expiration through November 2030.
Number of Clients We believe our ability to increase the number of clients on our platform is a key indicator of the growth of our business and our future business opportunities. We define a client at the end of any reporting period as an entity with at least one active subscription as of the measurement date.
Our trailing twelve months Cloud NRR as of June 30, 2025 was 120%. Number of Clients We believe our ability to increase the number of clients on our platform is a key indicator of the growth of our business and our future business opportunities.
Of this increase, $56.8 million was attributable to growth in SaaS and support revenues and a lower increase in SaaS and support costs as a percentage of related revenues resulting from an operational and organizational realignment of part of the development operations team to research and development.
Of this increase, $59.5 million was attributable to growth in SaaS revenues and a lower increase in SaaS costs as a percentage of related revenues and $3.9 million was attributable to a decrease in professional services costs as a percentage of related revenues.
As of June 30, 2024, we had over 2,550 clients. No single client represented more than 10% of total revenues for fiscal years 2024, 2023 and 2022, respectively. Our client base includes some of the largest and most reputable professional and financial services firms globally.
We define a client at the end of any reporting period as an entity with at least one active subscription as of the measurement date. As of June 30, 2025, we had over 2,700 clients. No single client represented more than 10% of total revenues for fiscal years 2025, 2024 and 2023, respectively.
See Note 9 to our consolidated financial statements for additional information. 53 Table of Contents In addition to the obligations described above, in connection with the acquisition of TDI, we are also obligated to pay deferred consideration up to $1.9 million over the next three fiscal years, subject to service condition, and a maximum of $1.1 million for contingent consideration in fiscal year 2027, if certain performance measures are achieved.
In addition to the obligations described above, in connection with the acquisition of TermSheet, we are also obligated to make cash payments of up to $15.0 million over the next two fiscal years, subject to certain performance measures and in some cases, certain service conditions. For further information, refer to Note 4.
Our recurring revenues accounted for 87%, 86% and 87% of our total revenues during fiscal years 2024, 2023 and 2022, respectively. SaaS and Support We recognize revenues from our SaaS solutions ratably over the term of the contract beginning once the SaaS environment is provisioned and made available to clients.
We recognize SaaS revenues ratably over the contract term beginning on the commencement date of each contract, which is the date when the service is provisioned and made available to our clients.
See Note 8 to our consolidated financial statements for additional information. Purchase obligations primarily consist of non-cancelable obligations under third-party cloud hosting and support service agreements and software subscriptions.
For further information refer to Note 9. “Leases” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Purchase obligations primarily consist of third-party cloud infrastructure and support services and software subscriptions. For further information refer to Note 10. “Commitments and Contingencies” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Our SaaS and support revenues increased by $63.7 million, or 25%, in fiscal year 2024 compared to fiscal year 2023, due to sales to new clients and expansion of existing clients from both cross-selling and upselling sales motions. The continuation of clients migrating from using our on-premise solutions to our cloud solutions also contributed to the growth.
The continuation of clients migrating from using our license solutions to our cloud solutions also contributed to the growth. License License revenues remained relatively flat in fiscal year 2025 compared to fiscal year 2024.
Allocated overhead costs increased by $1.7 million due to increased headcount. Cloud hosting costs increased by $1.6 million due to increased usage in support of development activities. Sales and Marketing Sales and marketing expenses increased by $6.0 million, or 5%, for fiscal year 2024 compared to fiscal year 2023.
Sales and Marketing Sales and marketing expenses increased by $25.7 million, or 19%, for fiscal year 2025 compared to fiscal year 2024.
Our remaining performance obligations, which represent all future revenue under contract yet to be recognized, were $566.5 million as of June 30, 2024. How We Generate Revenue We generate revenues primarily from software subscriptions, typically with one-year or multi-year contract terms.
Our operating cash flow was $123.5 million and we completed the acquisition of TermSheet, LLC. Total cash and cash equivalents as of June 30, 2025 was $313.1 million. Our remaining performance obligations, which represent all future revenue under contract yet to be recognized, were $719.7 million as of June 30, 2025.
Cost of Revenues and Gross Profit Year Ended June 30, Change 2024 2023 Amount % (in thousands, except for percentages) Cost of revenues: SaaS and support $ 59,831 $ 53,022 $ 6,809 13 % Total cost of recurring revenues 59,831 53,022 6,809 13 % Professional services 63,830 58,440 5,390 9 % Total cost of revenues 123,661 111,462 12,199 11 % Gross profit: SaaS and support 256,129 199,288 56,841 29 % Subscription license 60,682 48,970 11,712 24 % Total gross profit - recurring revenues 316,811 248,258 68,553 28 % Professional services (9,949 ) (8,847 ) (1,102 ) 12 % Gross profit $ 306,862 $ 239,411 $ 67,451 28 % 49 Table of Contents Cost of SaaS and Support Cost of SaaS and support revenues increased by $6.8 million, or 13%, for fiscal year 2024 compared to fiscal year 2023.
Cost of Revenues and Gross Profit Year Ended June 30, Change 2025 2024 Amount % (in thousands, except for percentages) Cost of revenues: SaaS $ 66,714 $ 53,487 $ 13,227 25 % License 6,256 6,344 (88 ) (1 )% Professional services 58,178 63,830 (5,652 ) (9 )% Total cost of revenues 131,148 123,661 7,487 6 % Gross profit: SaaS 265,234 205,769 59,465 29 % License 113,768 111,042 2,726 2 % Professional services (6,030 ) (9,949 ) 3,919 (39 )% Gross profit $ 372,972 $ 306,862 $ 66,110 22 % Cost of SaaS Cost of SaaS revenues increased by $13.2 million, or 25%, for fiscal year 2025 compared to fiscal year 2024.
Personnel-related costs increased by $6.1 million due to annual salary increase and increased headcount. Marketing expenses increased by $2.1 million largely due to increase in marketing events and travel related costs.
This was primarily driven by increases in personnel-related costs of $11.3 million due to annual salary increase and increased headcount, stock-based compensation expense of $7.2 million primarily due to an increase in stock awards granted, commission expense of $2.5 million due to increased sales, allocated overhead costs of $2.2 million due to increased headcount and contractor costs of $1.6 million.
The increase can be attributed primarily to increases in cloud hosting costs of $4.2 million, royalty expense of $1.4 million relating to third-party products, amortization expense of $1.1 million relating to internal-use software costs and amortization of acquired intangible assets and personnel related costs of $0.8 million which reflect a benefit of $5.5 million in fiscal year 2024 resulting from an operational and organizational realignment that reclassified expenses from cost of SaaS and support to research and development.
This was primarily driven by increases in cloud infrastructure costs of $2.8 million, personnel-related costs of $2.4 million, other allocated overhead costs of $2.3 million, amortization of acquired intangible assets of $1.8 million, royalty expense of $1.5 million relating to third-party products and $1.4 million in stock-based compensation expense due to an increase in stock awards granted. 52 Table of Contents Cost of License Cost of license revenues remained relatively flat for fiscal year 2025 compared to fiscal year 2024.
We estimate the fair value of the ESPP for calculating stock-based compensation expense at the grant date using the Black-Scholes option-pricing model, which requires us to make subjective assumptions and judgments about the inputs used in the calculation, including the risk-free interest rates, expected term of the awards and the expected volatility of our common stock. 56 Table of Contents The fair value of restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) is based on the closing price of our common stock on the date of the grant.
Stock-Based Compensation The fair value of restricted stock units (“RSUs”) and performance-based stock units (“PSUs”) is based on the closing price of our common stock on the date of the grant. We recognize stock-based compensation expense for RSUs over the requisite service period, which is generally four years.
In connection with the acquisition of Paragon, we are also obligated to pay contingent consideration in the third quarter of fiscal year 2025, a maximum of $3.9 million, if certain performance measures are achieved. See Note 6 to our consolidated financial statements for additional information.
“Business Combinations” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. In connection with the acquisition of TDI, we are obligated to make cash payments of up to $1.2 million in fiscal year 2027, subject to certain performance measures and in some cases, certain service conditions. For further information, refer to Note 6.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+0 added−0 removed6 unchanged
Biggest changeAs a result, we will be exposed to increased interest rate risk if we draw down on the facility. 58 Table of Contents
Biggest changeAs a result, we will be exposed to increased interest rate risk if we draw down on the facility. For further information refer to Note 11. “Debt” in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. 60 Table of Contents
Item 7A. Quantitative and Qualitati ve Disclosures About Market Risk. We are exposed to market risks in the ordinary course of our business, including foreign currency exchange rate, credit, inflation, and interest rate risks.
Item 7A. Quantitative and Qualitati ve Disclosures About Market Risk. We are exposed to market risks in the ordinary course of our business, including foreign currency exchange, credit, inflation, and interest rate risks.
Foreign Currency Exchange Rate Risk Our reporting currency is the U.S. dollar and the functional currency for all of our foreign subsidiaries is the U.S. dollar, except Rekoop Ltd., which uses the British pound. The majority of our revenue and expenses are denominated in U.S. dollars.
Foreign Currency Exchange Risk Our reporting currency is the U.S. dollar and the functional currency for all of our foreign subsidiaries is the U.S. dollar, except Rekoop Ltd., which uses the British pound. The majority of our revenue and expenses are denominated in U.S. dollars.
A hypothetical 100 basis points increase or decrease in interest rates would not have a material impact on our operating results or the fair value of our cash and cash equivalents over the next twelve months. As of June 30, 2024, we had no outstanding loan balance under our senior secured revolving credit facility.
A hypothetical 100 basis points increase or decrease in interest rates would not have a material impact on our operating results or the fair value of our cash and cash equivalents over the next twelve months. As of June 30, 2025, we had no outstanding loan balance under our senior secured revolving credit facility.
We have not experienced any material losses related to non-payment of receivables from individual or groups of clients due to loss of creditworthiness during fiscal years 2024, 2023 and 2022. We had one client that represented in excess of 10% of our accounts receivable balance at each of June 30, 2024 and 2023.
We have not experienced any material losses related to non-payment of receivables from individual or groups of clients due to loss of creditworthiness during fiscal years 2025, 2024 and 2023. We had one client that represented in excess of 10% of our accounts receivable balance at each of June 30, 2025 and 2024.
Future borrowings under this facility will accrue interest at a variable rate based on, at our election, either (a) an adjusted secured overnight financing rate (SOFR, as described in the Credit Agreement) plus a percentage spread (ranging from 1.75% to 2.50%) or (b) an alternate base rate (as described in the Credit Agreement) plus a percentage spread (ranging from 0.75% to 1.50%), in each case based on the Company’s total net leverage ratio.
Future borrowings under this facility will accrue interest at a variable rate based on, at our election, either (a) an adjusted secured overnight financing rate (“SOFR”, as described in the Credit Agreement) plus a percentage spread (ranging from 1.75% to 2.50%) or (b) an alternate base rate (as described in the Credit Agreement) plus a percentage spread (ranging from 0.75% to 1.50%), in each case based on our total net leverage ratio.
As of June 30, 2024, we had cash and cash equivalents of $208.4 million held with multiple high credit quality financial institutions, including investments in money market funds. Our investments are subject to market risk due to changes in interest rates, which may affect our interest income.
As of June 30, 2025, we had cash and cash equivalents of $313.1 million held with multiple high credit quality financial institutions, including investments in money market funds. Our investments are subject to market risk due to changes in interest rates, which may affect our interest income.
These matters could harm our business, results of operations, or financial condition. Interest Rate Risk Our exposure to market risk for changes in interest rates relates primarily to our cash held in cash deposits and cash equivalents invested in money market funds and our senior secured revolving credit facility of up to $100.0 million.
These matters could harm our business, results of operations, or financial condition. Interest Rate Risk Our exposure to market risk for changes in interest rates relates primarily to our cash held in cash deposits and cash equivalents invested in money market funds and the JPMorgan Credit Facility.

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