[10-Q] Intapp, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Intapp, Inc. reported first‑quarter results for the period ended September 30, 2025. Total revenue was $139.0 million, led by SaaS $97.5 million, license $29.2 million, and professional services $12.3 million. Gross margin was 75%. The company recorded a net loss of $14.4 million (basic and diluted $0.18 per share).
Operating cash flow was $13.8 million and cash and cash equivalents were $273.4 million at quarter end. Remaining performance obligations totaled $715.2 million. The company repurchased approximately 1.1 million shares for $50.0 million, leaving $100.0 million authorized for future repurchases.
Key operating metrics included ARR of $504.1 million, Cloud ARR of $401.4 million (80% of ARR), and trailing twelve‑month Cloud NRR of 121%. As of October 28, 2025, shares outstanding were 81,926,481.
Positive
- None.
Negative
- None.
Insights
Solid top-line growth with higher expenses; cash remains strong.
Intapp delivered revenue of
Cash generation remained positive, with operating cash flow of
Backlog indicators were firm: remaining performance obligations at
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________________________
FORM 10-Q
_______________________________________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-40550
_______________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
_______________________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (650 ) 852-0400
_______________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | o | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of October 28, 2025, the registrant had 81,926,481 shares of common stock outstanding.
Table of Contents
| Page | ||||||||
PART I. | FINANCIAL INFORMATION | |||||||
Item 1. | Financial Statements (Unaudited) | 1 | ||||||
Condensed Consolidated Balance Sheets as of September 30, 2025 and June 30, 2025 | 1 | |||||||
Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2025 and 2024 | 2 | |||||||
Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended September 30, 2025 and 2024 | 3 | |||||||
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended September 30, 2025 and 2024 | 4 | |||||||
Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2025 and 2024 | 5 | |||||||
Notes to Condensed Consolidated Financial Statements | 6 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30 | ||||||
Item 4. | Controls and Procedures | 31 | ||||||
PART II. | OTHER INFORMATION | 32 | ||||||
Item 1. | Legal Proceedings | 32 | ||||||
Item 1A. | Risk Factors | 32 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 32 | ||||||
Item 3. | Defaults Upon Senior Securities | 32 | ||||||
Item 4. | Mine Safety Disclosures | 32 | ||||||
Item 5. | Other Information | 33 | ||||||
Item 6. | Exhibits | 33 | ||||||
Signatures | 34 | |||||||
Item 1. Financial Statements
| Page | |||||
Condensed Consolidated Balance Sheets | 1 | ||||
Condensed Consolidated Statements of Operations | 2 | ||||
Condensed Consolidated Statements of Comprehensive Loss | 3 | ||||
Condensed Consolidated Statements of Stockholders’ Equity | 4 | ||||
Condensed Consolidated Statements of Cash Flows | 5 | ||||
Notes to Condensed Consolidated Financial Statements | 6 | ||||
Note 1. Description of Business | 6 | ||||
Note 2. Summary of Significant Accounting Policies | 6 | ||||
Note 3. Revenues | 8 | ||||
Note 4. Business Combinations | 9 | ||||
Note 5. Goodwill and Intangible Assets | 9 | ||||
Note 6. Fair Value Measurements | 11 | ||||
Note 7. Internal-Use Software Costs | 12 | ||||
Note 8. Leases | 13 | ||||
Note 9. Commitments and Contingencies | 14 | ||||
Note 10. Debt | 14 | ||||
Note 11. Stock-Based Compensation | 15 | ||||
Note 12. Income Taxes | 17 | ||||
Note 13. Net Loss Per Share | 17 | ||||
Note 14. Stockholders’ Equity | 18 | ||||
Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, particularly in the sections captioned “Risk Factors” under Part II, Item 1A, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part I, Item 2, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. References to “us,” “we,” or “our” refer to the operations of Intapp, Inc. and its subsidiaries. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, potential acquisitions, market growth and trends, and our objectives for future operations, are forward-looking statements. You can identify these forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” or “would,” or the negative version of those words or other comparable words. Any forward-looking statements contained in this Quarterly Report on Form 10-Q are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are, or will be, important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to:
•Our ability to continue our growth at or near historical rates;
•Our future financial performance and ability to be profitable;
•The effect of global events on the United States (“U.S.”) and global economies, our business, our employees, our results of operations, our financial condition, demand for our products, sales and implementation cycles, and the health of our clients’ and partners’ businesses;
•Our ability to prevent and respond to data breaches, unauthorized access to client data or other disruptions of our solutions;
•Our ability to effectively manage U.S. and global market and economic conditions, including inflationary pressures, economic and market downturns and volatility in the financial services industry, particularly adverse to our targeted industries;
•The effect on our clients of the imposition of additional tariffs, duties, or taxes, changes to existing trade agreements, and other charges or barriers to trade and any resulting impact to global stock markets, foreign currency exchange rates, and existing inflationary pressures;
•The length and variability of our sales cycle;
•Our ability to attract and retain clients;
•Our ability to attract and retain talent;
•Our ability to compete in highly competitive markets, including artificial intelligence (“AI”) products;
•Our ability to manage the implementation of AI into our products and services and to comply with U.S. and global laws and regulations regarding AI;
•Our ability to manage additional complexity, burdens, and volatility in connection with our international sales and operations;
•The successful assimilation or integration of the businesses, technologies, services, products, personnel or operations of acquired companies;
•Our ability to incur indebtedness in the future and the effect of conditions in credit markets;
•The sufficiency of our cash and cash equivalents to meet our liquidity needs; and
•Our ability to maintain, protect, and enhance our intellectual property rights.
These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should read the section titled “Risk Factors” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report on Form 10-Q will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
You should read this Quarterly Report on Form 10-Q completely, and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
INTAPP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
| September 30, 2025 | June 30, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Accounts receivable, net of allowance of $ | |||||||||||
| Unbilled receivables, net | |||||||||||
| Other receivables, net | |||||||||||
| Prepaid expenses | |||||||||||
| Deferred commissions, current | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred commissions, noncurrent | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation | |||||||||||
| Accrued expenses | |||||||||||
| Deferred revenue, net | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Deferred tax liabilities | |||||||||||
| Deferred revenue, noncurrent | |||||||||||
| Operating lease liabilities, noncurrent | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 9) | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
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INTAPP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| SaaS | $ | $ | |||||||||||||||||||||
| License | |||||||||||||||||||||||
| Professional services | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| SaaS | |||||||||||||||||||||||
| License | |||||||||||||||||||||||
| Professional services | |||||||||||||||||||||||
| Total cost of revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | |||||||||||||||||||||
| Interest and other income, net | |||||||||||||||||||||||
| Net loss before income taxes | ( | ( | |||||||||||||||||||||
| Income tax expense | ( | ( | |||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Net loss per share, basic and diluted | $ | ( | $ | ( | |||||||||||||||||||
| Weighted-average shares used to compute net loss per share, basic and diluted | |||||||||||||||||||||||
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INTAPP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||||||||
| Foreign currency impact from dissolution of subsidiary | |||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | |||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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INTAPP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
| Vesting of performance stock units and restricted stock units | ( | — | — | ||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | — | — | ( | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Foreign currency impact from dissolution of subsidiary | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | — | — | |||||||||||||||||||||||||||||||||
| Vesting of performance stock units and restricted stock units | ( | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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INTAPP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of operating lease right-of-use assets | |||||||||||
| Accounts receivable allowances | |||||||||||
| Stock-based compensation | |||||||||||
| Change in fair value of contingent consideration | ( | ||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Foreign currency impact from dissolution of subsidiary | |||||||||||
| Asset impairments | |||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Unbilled receivables, current | |||||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Deferred commissions | |||||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Deferred revenue, net | ( | ( | |||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Other liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Capitalized internal-use software costs | ( | ( | |||||||||
| Business combinations, net of cash acquired | ( | ( | |||||||||
| Purchase of strategic investments | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from stock option exercises | |||||||||||
| Payments of contingent consideration and holdback associated with acquisitions | ( | ||||||||||
| Repurchases of common stock | ( | ||||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Effect of foreign currency exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash - beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash - end of period | $ | $ | |||||||||
| Reconciliation of cash, cash equivalents and restricted cash to the unaudited condensed consolidated balance sheets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
| Supplemental Disclosures of Cash Flow Information: | |||||||||||
| Cash paid for income taxes, net of tax refunds | $ | $ | |||||||||
| Non-Cash Investing and Financing Activities: | |||||||||||
| Purchases of property and equipment in accounts payable and accrued liabilities | $ | $ | |||||||||
| Capitalized internal-use software costs in accounts payable and accrued liabilities | $ | $ | |||||||||
| Contingent consideration and acquisition holdbacks in accounts payable, accrued expenses and other liabilities | $ | $ | |||||||||
| Stock-based compensation expense capitalized in internal-use software costs, net | $ | $ | |||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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Intapp, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Business
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the SEC on August 20, 2025. The unaudited condensed consolidated financial statements include accounts of the Company and its consolidated subsidiaries, after eliminating all inter-company transactions and balances.
Use of Estimates
The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and accompanying notes. Those estimates and assumptions include, but are not limited to, revenue recognition including determination of the standalone selling price of the deliverables included in multiple deliverable revenue arrangements; allowance for credit losses; the depreciable lives of long-lived assets including intangible assets; the period of benefits of deferred commissions; the fair value of stock-based awards and estimates on the probability of performance vesting conditions; the fair value of assets acquired and liabilities assumed in business combinations; goodwill and long-lived assets impairment assessments; the fair value of contingent consideration liabilities; the incremental borrowing rate used to determine the operating lease liabilities; valuation allowances on deferred tax assets; fair value of strategic investments; uncertain tax positions; and loss contingencies. The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, and those differences could be material to the unaudited condensed consolidated financial statements.
Significant Accounting Policies
There have been no material changes, other than those listed below, to the Company’s significant accounting policies as described in Note 2. “Summary of Significant Accounting Policies,” to the consolidated financial statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
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Strategic Investments
From time to time, the Company enters into certain strategic investments for the promotion of business and strategic objectives. Strategic investments consist of a convertible debt instrument and equity investments in privately-held companies, which are classified as Other assets on the unaudited condensed consolidated balance sheets. The Company’s strategic investments do not have readily determinable fair values. The convertible debt instrument is accounted for using the fair value option, and is classified as Level 3 within the fair value hierarchy, and the equity investments are accounted for using the measurement alternative at cost, and the Company adjusts for impairments and observable price changes (orderly transactions for the identical or a similar security from the same issuer) included within interest and other income, net on its unaudited condensed consolidated statements of operations as and when it occurs. The measurement alternative election is reassessed each reporting period to determine whether the strategic investments continue to be eligible for this election.
The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Impairment indicators may include, but are not limited to, a significant deterioration in earnings performance, credit rating, asset quality or business outlook or a significant adverse change in the regulatory, economic, or technological environment. If the strategic investments are considered impaired, the Company will record an impairment charge for the amount by which the carrying value exceeds the fair value of the investment. No impairment of strategic investment has been identified during the periods presented. The Company’s maximum loss exposure is limited to the carrying value of these investments.
Segment Information
The Company’s Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”). The CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one
Concentrations of Credit Risk and Significant Clients
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Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (ASC 740): Improvements to Income Tax Disclosures, which requires additional income tax disclosures to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects of future cash flows. The Company adopted this standard prospectively for the fiscal year beginning July 1, 2025. The Company will provide the new disclosures required beginning with its annual financial statements for the fiscal year ending June 30, 2026.
Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (ASC 220): Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU No. 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. The guidance requires disclosures, on an annual and interim basis, about specific expense categories presented on the income statement. This guidance will be effective for the Company’s fiscal year beginning July 1, 2027 and for interim periods beginning January 1, 2028, and should be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of the adoption on its consolidated financial statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets to assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for eligible assets. This guidance will be effective for the Company’s interim and annual reporting periods beginning July 1, 2026, and should be applied on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of the adoption on its consolidated financial statements.
Note 3. Revenues
Disaggregation of Revenues
Revenues by geography, based on the shipping address of our clients, were as follows (in thousands):
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| U.S. | $ | $ | |||||||||||||||||||||
| U.K. | |||||||||||||||||||||||
| Rest of the world | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
Deferred Commissions
Deferred commissions were $35.9 million and $36.4 million as of September 30, 2025 and June 30, 2025, respectively. Amortization expense with respect to deferred commissions, which is included in Sales and marketing expense in the Company’s unaudited condensed consolidated statements of operations, was $4.6 million and $4.0 million for the three months ended September 30, 2025 and 2024, respectively. There was no
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Contract Balances
The Company’s contract assets and liabilities were as follows (in thousands):
| September 30, 2025 | June 30, 2025 | ||||||||||
Unbilled accounts receivable (1) | $ | $ | |||||||||
| Deferred revenue, net | $ | $ | |||||||||
There was no 105.4 million and $88.5 million in revenue pertaining to deferred revenue as of June 30, 2025 and 2024, respectively.
Remaining Performance Obligations
Remaining performance obligations represent non-cancelable contracted revenues that have not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenues in future periods. SaaS subscription is typically satisfied over one to three years , license is typically satisfied at a point in time, support services are generally satisfied within one year, and professional services are typically satisfied within one year. Professional services contracts are not included in the performance obligations amount.
As of September 30, 2025, approximately $715.2 million of revenues is expected to be recognized from remaining performance obligations with approximately 55 % over the next 12 months and the remainder thereafter.
Note 4. Business Combinations
TermSheet
In connection with the acquisition of TermSheet, LLC (“TermSheet”) on April 21, 2025 , during the three months ended September 30, 2025, the Company finalized the purchase price allocation and paid an immaterial amount to the seller for certain working capital adjustments which was recorded as an increase to Goodwill on the unaudited condensed consolidated balance sheet. This was accounted for as a measurement period adjustment reflecting facts and circumstances that existed as of the acquisition date. For further information refer to Note 4. “Business Combinations” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
TDI
In connection with the acquisition of Transform Data International B.V. and its subsidiaries (“TDI”) on May 1, 2024 , the Company paid $0.9 million to the seller for certain working capital adjustments during the three months ended September 30, 2024. This was included in the purchase price and is recorded in investing activities in the Company’s unaudited condensed consolidated statements of cash flows.
Note 5. Goodwill and Intangible Assets
Goodwill
Changes in the carrying amounts of goodwill were as follows (in thousands):
| Carrying Amount | |||||
| Balance as of June 30, 2025 | $ | ||||
| Purchase price adjustment | |||||
| Foreign currency translation adjustment | ( | ||||
| Balance as of September 30, 2025 | $ | ||||
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Intangible Assets
Intangible assets acquired through business combinations consisted of the following (in thousands):
| September 30, 2025 | |||||||||||||||||||||||
| Useful Life (In years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||
| Client relationships | $ | $ | ( | $ | |||||||||||||||||||
| Non-compete agreements | ( | ||||||||||||||||||||||
| Trademarks and trade names | Indefinite | — | |||||||||||||||||||||
| Trademarks and trade names | ( | ||||||||||||||||||||||
| Core technology | ( | ||||||||||||||||||||||
| Backlog | ( | ||||||||||||||||||||||
| Intangible assets, net | $ | $ | ( | $ | |||||||||||||||||||
| June 30, 2025 | |||||||||||||||||||||||
| Useful Life (In years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||
| Client relationships | $ | $ | ( | $ | |||||||||||||||||||
| Non-compete agreements | ( | ||||||||||||||||||||||
| Trademarks and trade names | Indefinite | — | |||||||||||||||||||||
| Trademarks and trade names | ( | ||||||||||||||||||||||
| Core technology | ( | ||||||||||||||||||||||
| Backlog | ( | ||||||||||||||||||||||
| Intangible assets, net | $ | $ | ( | $ | |||||||||||||||||||
Amortization expense related to acquired intangible assets was recognized as follows (in thousands):
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Cost of SaaS | $ | $ | |||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total amortization expense | $ | $ | |||||||||||||||||||||
As of September 30, 2025, the estimated future amortization expense for acquired intangible assets is as follows (in thousands):
| Fiscal Year Ending June 30, | Amount | ||||
| 2026 (remaining 9 months) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 and thereafter | |||||
| Total remaining amortization | $ | ||||
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Note 6. Fair Value Measurements
The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
Level 1—Inputs are unadjusted, quoted prices in active markets for identical, assets or liabilities at the measurement date;
Level 2—Inputs are quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability;
Level 3—Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
Money market funds are classified as Level 1 as the assets are valued using quoted prices in active markets. The convertible debt instrument is classified as Level 3 due to the use of unobservable valuation inputs and limited market activity. Liabilities for contingent consideration related to business combinations are classified as Level 3 liabilities as the Company uses unobservable inputs in the valuation, specifically related to the projected total contract value generated by the acquired businesses for a distinct period of time.
Financial Assets and Liabilities
The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of the date indicated by level within the fair value hierarchy (in thousands):
| September 30, 2025 | June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash equivalents: | |||||||||||||||||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Other assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Convertible debt instrument | |||||||||||||||||||||||||||||||||||||||||||||||
| Total financial assets | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Liability for contingent consideration, current portion | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Liability for contingent consideration, noncurrent portion | |||||||||||||||||||||||||||||||||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
In connection with the acquisition of TDI, the Company recorded a contingent liability of $0.2 million on the acquisition date for the estimated fair value of the contingent consideration, which was measured based on the probability of achieving certain performance measures pursuant to the acquisition agreement. Accordingly, the Company recorded a contingent consideration liability of $0.1
In connection with the acquisition of Paragon Data Labs, Inc. in May 2023, the Company recorded a contingent consideration liability of $4.3 million on the acquisition date for the estimated fair value of the contingent consideration. The fair value was measured based on the probability of achieving certain performance measures pursuant to the acquisition agreement. During the three months ended September 30, 2024, the Company made a fair value adjustment of $1.0 million based on the probability of achieving certain performance measures and paid $1.4 million related to the contingent consideration. In addition, during the three months ended September 30, 2025, the Company made a fair value adjustment of $0.5 million based on a finalized targeted earnout true-up. Accordingly, the contingent consideration was $0.5 million as of September 30, 2025 and nil as of June 30, 2025, and was included in Other current liabilities on the unaudited condensed consolidated balance sheets.
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The fair value of the contingent consideration was initially estimated on the acquisition date using the Monte Carlo simulation and included key assumptions used by management related to the estimated probability of occurrence and discount rates. Subsequent changes in the fair value of the contingent consideration liabilities, resulting from management’s revision of key assumptions and estimates, have been recorded in General and administrative expenses on the unaudited condensed consolidated statements of operations. Gains and losses resulting from exchange rate fluctuation on contingent consideration liabilities denominated in currencies other than U.S. dollars are recognized in interest and other income, net on the unaudited condensed consolidated statements of operations.
Changes in contingent consideration liabilities were as follows (in thousands):
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Payment of contingent consideration | ( | ||||||||||
| Change of contingent consideration | ( | ||||||||||
| Effect of foreign currency exchange rate changes | |||||||||||
| Balance, end of period | $ | $ | |||||||||
Other financial instruments consist of accounts receivable, accounts payable, accrued expenses, accrued liabilities and other current liabilities, which are stated at their carrying value as it approximates fair value due to the short time to expected receipt or payment.
Strategic Investments
As of September 30, 2025 and June 30, 2025, the total amount of strategic investments included in Other assets on the Company’s unaudited condensed consolidated balance sheets were $5.0 million and $2.0 million, respectively. The Company did not
Note 7. Internal-Use Software Costs
Capitalized Internal-Use Software Costs
Capitalized internal-use software costs, net consisted of the following (in thousands):
| September 30, 2025 | June 30, 2025 | ||||||||||
| Capitalized internal-use software costs | $ | $ | |||||||||
| Less: Accumulated amortization | ( | ( | |||||||||
| Capitalized internal-use software costs, net | $ | $ | |||||||||
Activity related to capitalized internal-use software costs was as follows (in thousands):
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
Additions to capitalized internal-use software (1) | $ | $ | |||||||||||||||||||||
Amortization (2) | $ | $ | |||||||||||||||||||||
(1)Additions to capitalized stock-based compensation costs, which is included in these amounts, were $0.2 million during the three months ended September 30, 2025, and were not material during the three months ended September 30, 2024.
(2)Amortization expense related to capitalized stock-based compensation costs, which is included in these amounts, was not material during the three months ended September 30, 2025 and 2024, respectively.
The impairment charges during the periods presented were not
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Capitalized Cloud Computing Implementation Costs
Capitalized cloud computing implementation costs, net consisted of the following (in thousands):
| September 30, 2025 | June 30, 2025 | ||||||||||
| Capitalized cloud computing implementation costs | $ | $ | |||||||||
| Less: Accumulated amortization | ( | ( | |||||||||
| Capitalized cloud computing implementation costs, net | $ | $ | |||||||||
| Capitalized cloud computing implementation costs included in prepaid expenses | $ | $ | |||||||||
Activity related to capitalized cloud computing implementation costs was as follows (in thousands):
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
Additions to capitalized cloud computing implementation costs (1) | $ | $ | |||||||||||||||||||||
Amortization (2) | $ | $ | |||||||||||||||||||||
(1)Additions to capitalized stock-based compensation costs, which is included in these amounts, were $0.1 million during the three months ended September 30, 2025, respectively, and were not material during the three months ended September 30, 2024.
(2)Amortization expense related to capitalized stock-based compensation costs, which is included in these amounts, was not material during the three months ended September 30, 2025 and 2024, respectively.
During the three months ended September 30, 2025 and 2024, the Company recorded impairment charges from its digital transformation initiative of $1.4 million and nil , respectively, which were included in General and administrative expense on the unaudited condensed consolidated statement of operations.
Note 8. Leases
The Company leases the majority of its office space in the U.S., U.K., Germany, Netherlands, Portugal, Ukraine and Singapore under non-cancelable operating lease agreements, which have various expiration dates through November 2030, some of which include options to extend the leases for up to 5 years.
The components of lease costs were as follows (in thousands):
| Three Months Ended September 30, | |||||||||||||||||||||||
| Operating Leases: | 2025 | 2024 | |||||||||||||||||||||
| Operating lease cost | $ | $ | |||||||||||||||||||||
| Short-term lease cost | $ | $ | |||||||||||||||||||||
| Variable lease cost | $ | $ | |||||||||||||||||||||
The weighted-average remaining lease term of the Company’s operating leases and the weighted-average discount rate used to measure the present value of the operating lease liabilities are as follows:
| Lease Term and Discount Rate: | September 30, 2025 | September 30, 2024 | |||||||||
| Weighted-average remaining lease term (in years) | |||||||||||
| Weighted-average discount rate | % | % | |||||||||
The following table presents supplemental cash flow information related to the Company’s operating leases (in thousands):
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash payments included in the measurement of operating lease liabilities | $ | $ | |||||||||
| ROU assets obtained in exchange for new operating lease liabilities | $ | $ | ( | ||||||||
Current operating lease liabilities of $7.6 million and $6.5 million were included in Other current liabilities on the Company’s unaudited condensed consolidated balance sheets as of September 30, 2025 and June 30, 2025, respectively.
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As of September 30, 2025, remaining maturities of operating lease liabilities are as follows (in thousands):
| Fiscal Year Ending June 30, | Amount | ||||
| 2026 (remaining 9 months) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 and thereafter | |||||
| Total lease payments | |||||
| Less: imputed interest | ( | ||||
| Present value of operating lease liabilities | $ | ||||
Note 9. Commitments and Contingencies
Other Purchase Commitments
The Company’s other purchase commitments primarily consist of third-party cloud services, support fees and software subscriptions to support operations in the ordinary course of business. There were no material purchase commitments that were entered into during the three months ended September 30, 2025.
In December 2021, the Company entered into an agreement with Microsoft Corp., pursuant to which the Company is committed to spend a minimum of $110.0 million on cloud services. The committed spend period concludes at the end of December 2028 , with the Company having the option to extend any remaining commitment into a further 12 -month period to the end of December 2029 . As of September 30, 2025, the Company had $71.3 million remaining on this commitment.
Litigation
Note 10. Debt
On October 5, 2021, the Company entered into a Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022 (the “Credit Agreement”) among the Company, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (“JPMorgan”). 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 “JPMorgan Credit Facility”). The Credit Agreement also provides that the Company may seek additional revolving credit commitments in an aggregate amount not to exceed $50.0 million, subject to certain administrative procedures, including approval by the Administrative Agent. Future borrowings under the JPMorgan Credit Facility will bear interest, at the Company’s election, at an annual rate based on 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. In addition, a commitment fee accrues with respect to the unused amount of the JPMorgan Credit Facility at an annual rate ranging from 0.25 % to 0.40 %, based on the Company’s total net leverage ratio.
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In connection with the execution of the Credit Agreement, the Company also entered into a pledge and security agreement (the “Security Agreement”) dated as of October 5, 2021 among the Company, the subsidiary grantors thereto and JPMorgan, as administrative agent for the secured parties. Under the Security Agreement, borrowings under the JPMorgan Credit Facility are secured by a first priority pledge of all of the capital stock and substantially all of the assets (excluding real estate interests) of each subsidiary of the Company and the subsidiary guarantors.
The Credit Agreement provides that the Company must maintain compliance with a maximum consolidated total net leverage ratio covenant, as determined in accordance with the Credit Agreement. It also contains affirmative, negative and financial covenants, including limitations on certain other indebtedness, loans and investments, liens, mergers, asset sales, and transactions with affiliates, as well as customary events of default.
The Company was in compliance with all covenants as of September 30, 2025. As of September 30, 2025 and June 30, 2025, there were no
Note 11. Stock-Based Compensation
Equity Incentive Plans
In June 2021, the Company’s Board of Directors adopted, and its stockholders approved, the 2021 Omnibus Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (“ESPP”). The 2021 Plan provides for the grant of restricted shares, restricted share units (“RSUs”), performance shares, performance share units (“PSUs”), deferred share units, share options and share appreciation rights. All employees, non-employee directors and selected third-party service providers of the Company and its subsidiaries and affiliates are eligible to receive grants under the 2021 Plan. Eligible employees may purchase the Company’s common stock under the ESPP.
Stock Awards
The Company has granted time-based and performance-based stock options, RSUs and PSUs, collectively referred to as “Stock Awards.” The Company accounts for stock-based compensation using the fair value method which requires the Company to measure stock-based compensation based on the grant-date fair value of the awards and recognize compensation expense over the requisite service or performance period. Awards that contain only service conditions, are generally earned over four years and expensed on a straight-line basis over that term. Compensation expense for awards that contain performance conditions is calculated using the graded vesting method and the portion of expense recognized in any period may fluctuate depending on changing estimates of the achievement of the performance conditions.
Stock Options
Stock options granted generally become exercisable ratably over a four-year period following the date of grant and expire ten years from the date of grant.
Stock option activity under the Company’s equity incentive plans during the three months ended September 30, 2025 was as follows (in thousands, except per share data):
| Number of Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (1) | ||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | |||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | |||||||||||||||||||||
| Vested and exercisable as of September 30, 2025 | $ | $ | |||||||||||||||||||||
| Vested and expected to vest as of September 30, 2025 | $ | $ | |||||||||||||||||||||
(1)Aggregate intrinsic value for stock options represents the difference between the exercise price and the per share fair value of the Company’s common stock as of the end of the period, multiplied by the number of stock options outstanding.
There were no stock options granted during the three months ended September 30, 2025. The total intrinsic value of stock options exercised and the proceeds from option exercises during the three months ended September 30, 2025 were $11.8 million and $2.8 million, respectively.
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PSUs and RSUs
During the three months ended September 30, 2025, the Company granted PSUs to certain of its employees with vesting terms based on meeting certain operating performance targets, including annual recurring revenue and profitability targets, and continued service conditions. The Company also granted RSUs to certain employees that vest based on continued service.
PSU activity during the three months ended September 30, 2025 was as follows (in thousands, except per share data):
| Number of Shares | Weighted- Average Grant Date Fair Value | ||||||||||
| Balance as of June 30, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Balance as of September 30, 2025 | $ | ||||||||||
RSU activity during the three months ended September 30, 2025 was as follows (in thousands, except per share data):
| Number of Shares | Weighted- Average Grant Date Fair Value | ||||||||||
| Balance as of June 30, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Balance as of September 30, 2025 | $ | ||||||||||
Stock-Based Compensation Expense
The Company recorded stock-based compensation expense in the unaudited condensed consolidated statements of operations as follows (in thousands):
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Cost of revenues | |||||||||||||||||||||||
| Cost of SaaS | $ | $ | |||||||||||||||||||||
| Cost of license | |||||||||||||||||||||||
| Cost of professional services | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total stock-based compensation | $ | $ | |||||||||||||||||||||
As of September 30, 2025, there was approximately $221.9 million of unrecognized compensation cost related to unvested stock-based awards granted, which is expected to be recognized over the weighted-average period of approximately 2.6 years.
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2021 Employee Stock Purchase Plan
Under the ESPP, eligible employees may purchase the Company’s common stock at a price equal to 85 % of the lower of the fair market value of the Company’s common stock on the offering date or the applicable purchase date. The ESPP provides an offering period that begins on June 1 and December 1 of each year and each offering period consists of one six-month purchase period.
As of September 30, 2025, total unrecognized compensation cost related to the ESPP was $0.3 million, which will be amortized over a weighted-average vesting term of 0.2 years.
Note 12. Income Taxes
The Company determines its income tax provision for interim periods using an estimate of its annual effective tax rate adjusted for discrete items occurring during the periods presented. The primary difference between its effective tax rate and the federal statutory rate is the full valuation allowance the Company has established on its federal and state net operating losses and credits. Income taxes from international operations were not material for the three months ended September 30, 2025 and 2024.
The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and various foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities. The Company is not currently under audit by the Internal Revenue Service or other similar tax authorities. The Company’s tax returns remain open to examination as follows: U.S. federal and states, all tax years; and significant foreign jurisdictions, generally 2019 through 2025.
Note 13. Net Loss Per Share
Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method.
Basic net loss per share is the same as diluted net loss per share because the Company reported net losses for all periods presented. The following table sets forth the computation of basic and diluted net loss per share for the periods presented (in thousands, except per share data):
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average shares used to compute net loss per share, basic and diluted | |||||||||||||||||||||||
| Net loss per share, basic and diluted | $ | ( | $ | ( | |||||||||||||||||||
The Company excluded the following potential shares of common stock from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands):
| As of September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Outstanding stock options to purchase common stock | |||||||||||
| Unvested PSUs and RSUs | |||||||||||
| Shares issuable under ESPP | |||||||||||
| Total | |||||||||||
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Note 14. Stockholders’ Equity
Stock Repurchase Program
On August 7, 2025, the Company’s Board of Directors authorized a common stock repurchase program of up to $150.0 million, which was announced on August 12, 2025 . The Company may purchase shares of its common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans or through the use of other techniques. The stock repurchase program does not have an expiration date. The timing and number of shares repurchased will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The repurchase program does not obligate the Company to repurchase any of its common stock, or to acquire a specified number of shares, and may be modified, suspended or discontinued at the Company’s discretion.
During the three months ended September 30, 2025, the Company repurchased approximately 1.1 million shares of its common stock for $50.0 million. The repurchased shares of common stock were retired. As of September 30, 2025, $100.0 million remained available and authorized for repurchases.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Notes Regarding Forward-Looking Statements
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes and other financial information included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2025. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q and in our 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. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year.
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. 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. 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.
Highlights for the three months ended September 30, 2025
During the three months ended September 30, 2025, we generated total revenues of $139.0 million with a gross margin of 75%. Our operating cash flow was $13.8 million and we repurchased approximately 1.1 million of our common stock for $50.0 million. Total cash and cash equivalents as of September 30, 2025 were $273.4 million. Our remaining performance obligations, which represent all future revenue under contract yet to be recognized, were $715.2 million as of September 30, 2025.
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 recognize license revenues related to subscription fees upfront and license revenues related to support ratably over the term of the support contract. 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 service revenues primarily from professional services. 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. Other professional services include strategic consulting and advisory work, which are generally provided on a standalone basis.
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Key Factors Affecting Our Performance
Market Adoption of our Cloud Platform. 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. We must demonstrate to new and existing clients the benefits of selecting our cloud platform, and support those deployments once live with reliable and secure service. 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. If our clients do not continue to see the ability of our platform to generate return on investment relative to other software alternatives, net revenue retention could suffer and our operating results may be adversely affected.
Continued Investment in Innovation and Growth. We have made substantial investments in research and development and sales and marketing to achieve a leadership position in our market and grow our revenues and client base. We intend to continue to invest in research and development to build new capabilities and maintain the core technology underpinning our differentiated platform. In addition, we expect to invest in sales and marketing to broaden our reach with new clients in the U.S. and abroad and deepen our penetration with existing clients. With our revenue growth objectives, we expect to continue to make such investments for the foreseeable future. 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. To complement our organic investment in innovation and accelerate our growth, we will continue to evaluate acquisition opportunities that help us extend our platform, broaden and deepen our market leadership, and add new clients.
Key Business Metrics
We review a number of operating and financial metrics, including the following key metrics to help us evaluate our business, measure our performance and the effectiveness of our sales and marketing efforts, identify trends affecting our business, formulate business plans and budgets and make strategic decisions.
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 licenses. ARR does not have any standardized meaning and may not be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenues and deferred revenues and is not intended to be combined with or to replace either of those elements of our financial statements. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our clients.
ARR was $504.1 million and $417.2 million as of September 30, 2025 and 2024, respectively, an increase of 21%.
Cloud ARR
Cloud ARR is the portion of our ARR which represents the annualized recurring value of our active SaaS contracts. We believe Cloud ARR provides important information about our ability to sell new SaaS subscriptions to existing clients and to acquire new SaaS clients.
Cloud ARR was $401.4 million and $309.1 million as of September 30, 2025 and 2024, respectively, an increase of 30%, and represented 80% and 74% of ARR as of September 30, 2025 and 2024, respectively.
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Cloud Net Revenue Retention (“NRR”)
Cloud NRR is the portion of our NRR which represents the net revenue retention of our SaaS contracts. We calculate Cloud NRR by starting with the Cloud ARR from the cohort of all clients as of the twelve months prior to the applicable fiscal period, or prior period Cloud ARR. We then calculate the Cloud ARR from these same clients as of the current fiscal period, or current period Cloud ARR. 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). Our trailing twelve months Cloud NRR as of September 30, 2025 and 2024 was 121% and 119%, respectively.
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. As of September 30, 2025, we had 2,750 clients. No single client represented more than 10% of total revenues for either of the three months ended September 30, 2025 and 2024.
Our client base includes some of the largest and most reputable accounting, consulting, investment banking, legal, private capital and real assets firms globally. 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. As of September 30, 2025 and 2024, we had 813 and 707 clients, respectively, with contracts greater than $100,000 of ARR.
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. 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.
Components of Our Results of Operations
Revenues
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.
SaaS
SaaS revenues include subscription fees from clients accessing our SaaS solutions, premium support services related to SaaS, and updates, if any, to the subscribed service during the subscription term. 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. The initial term of our SaaS contracts is generally one to three years in duration.
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 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. 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. We expect to continue to generate a relatively consistent stream of license revenues from our existing license clients. From time to time, there may be cumulative catch ups in revenue as a result of compliance uplift contracts. 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.
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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. We expect the demand for our professional services to remain relatively flat, with modest increases due to client growth and the need for implementation, upgrade, and migration services for new and existing clients. This demand will be affected by the mix of professional services that are provided by us versus provided by our third-party implementation partners, reflecting our strategy to de-emphasize professional services revenue. This shift will enhance partner involvement, support co-selling efforts, and drive partner-led deal origination.
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. 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.
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.
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. This includes personnel costs and allocated overhead costs. 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.
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. 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.
Sales and Marketing
Our sales and marketing expenses consist primarily of costs incurred for personnel costs for our sales and marketing employees as well as sales commissions and benefits, costs of marketing events and online advertising, allocated overhead costs, and travel and entertainment expenses. We capitalize client acquisition costs (principally commissions paid to sales personnel) and subsequently amortize these costs over the expected period of benefits. 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.
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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. 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.
Interest and Other Income, Net
Our interest and other income, net consists primarily of interest income from our cash and cash equivalents, gains and losses from foreign currency transactions, remeasurement, a foreign currency impact from dissolution of subsidiary and non-cash interest expense related to the amortization of deferred financing costs.
Income Tax Expense
Our income tax expense consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws. We 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.
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):
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except for percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
| SaaS | $ | 97,524 | 70 | % | $ | 76,876 | 65 | % | |||||||||||||||||||||||||||||||||||||||
| License | 29,187 | 21 | 28,492 | 24 | |||||||||||||||||||||||||||||||||||||||||||
| Professional services | 12,316 | 9 | 13,437 | 11 | |||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 139,027 | 100 | 118,805 | 100 | |||||||||||||||||||||||||||||||||||||||||||
Cost of revenues (1): | |||||||||||||||||||||||||||||||||||||||||||||||
| SaaS | 17,860 | 13 | 15,318 | 13 | |||||||||||||||||||||||||||||||||||||||||||
| License | 1,568 | 1 | 1,752 | 1 | |||||||||||||||||||||||||||||||||||||||||||
| Professional services | 15,768 | 11 | 14,864 | 13 | |||||||||||||||||||||||||||||||||||||||||||
| Total cost of revenues | 35,196 | 25 | 31,934 | 27 | |||||||||||||||||||||||||||||||||||||||||||
| Gross profit | 103,831 | 75 | 86,871 | 73 | |||||||||||||||||||||||||||||||||||||||||||
Operating expenses (1): | |||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | 40,934 | 29 | 32,427 | 27 | |||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | 48,786 | 35 | 37,760 | 32 | |||||||||||||||||||||||||||||||||||||||||||
| General and administrative | 28,566 | 21 | 23,938 | 20 | |||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | 118,286 | 85 | 94,125 | 79 | |||||||||||||||||||||||||||||||||||||||||||
| Operating loss | (14,455) | (10) | (7,254) | (6) | |||||||||||||||||||||||||||||||||||||||||||
| Interest and other income, net | 1,059 | 1 | 3,422 | 3 | |||||||||||||||||||||||||||||||||||||||||||
| Net loss before income taxes | (13,396) | (9) | (3,832) | (3) | |||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | (957) | (1) | (688) | (1) | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | $ | (14,353) | (10) | % | $ | (4,520) | (4) | % | |||||||||||||||||||||||||||||||||||||||
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(1)Amounts include stock-based compensation expense as follows:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Cost of SaaS | $ | 786 | 1 | % | $ | 664 | 1 | % | |||||||||||||||||||||||||||||||||||||||
| Cost of license | 177 | — | 189 | — | |||||||||||||||||||||||||||||||||||||||||||
| Cost of professional services | 1,425 | 1 | 1,379 | 1 | |||||||||||||||||||||||||||||||||||||||||||
| Research and development | 7,987 | 6 | 4,624 | 4 | |||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | 7,893 | 6 | 5,738 | 5 | |||||||||||||||||||||||||||||||||||||||||||
| General and administrative | 9,019 | 6 | 7,395 | 6 | |||||||||||||||||||||||||||||||||||||||||||
| Total stock-based compensation | $ | 27,287 | 20 | % | $ | 19,989 | 17 | % | |||||||||||||||||||||||||||||||||||||||
Comparison of the Three Months Ended September 30, 2025 and 2024
Revenues
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except for percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
| SaaS | $ | 97,524 | $ | 76,876 | $ | 20,648 | 27 | % | |||||||||||||||||||||||||||||||||||||||
| License | 29,187 | 28,492 | 695 | 2 | % | ||||||||||||||||||||||||||||||||||||||||||
| Professional services | 12,316 | 13,437 | (1,121) | (8) | % | ||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 139,027 | $ | 118,805 | $ | 20,222 | 17 | % | |||||||||||||||||||||||||||||||||||||||
SaaS
SaaS revenues increased by $20.6 million, or 27%, in the three months ended September 30, 2025 compared to the same period in the prior year, 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 license solutions to our cloud solutions also contributed to the growth.
License
License revenues increased by $0.7 million, or 2%, in the three months ended September 30, 2025 compared to the same period in the prior year, due to compliance uplift contracts, partially offset by clients migrating to our SaaS solutions.
Professional Services
Professional services revenues decreased by $1.1 million, or 8%, in the three months ended September 30, 2025 compared to the same period in the prior year, due to changes in mix of resource delivery to our third-party implementation partners.
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Cost of Revenues and Gross Profit
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except for percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
| SaaS | $ | 17,860 | $ | 15,318 | $ | 2,542 | 17 | % | |||||||||||||||||||||||||||||||||||||||
| License | 1,568 | 1,752 | (184) | (11 | %) | ||||||||||||||||||||||||||||||||||||||||||
| Professional services | 15,768 | 14,864 | 904 | 6 | % | ||||||||||||||||||||||||||||||||||||||||||
| Total cost of revenues | 35,196 | 31,934 | 3,262 | 10 | % | ||||||||||||||||||||||||||||||||||||||||||
| Gross profit: | |||||||||||||||||||||||||||||||||||||||||||||||
| SaaS | 79,664 | 61,558 | 18,106 | 29 | % | ||||||||||||||||||||||||||||||||||||||||||
| License | 27,619 | 26,740 | 879 | 3 | % | ||||||||||||||||||||||||||||||||||||||||||
| Professional services | (3,452) | (1,427) | (2,025) | 142 | % | ||||||||||||||||||||||||||||||||||||||||||
| Gross profit | $ | 103,831 | $ | 86,871 | $ | 16,960 | 20 | % | |||||||||||||||||||||||||||||||||||||||
Cost of SaaS
Cost of SaaS revenues increased by $2.5 million, or 17%, for three months ended September 30, 2025 compared to the three months ended September 30, 2024. This was driven by increases in cloud hosting costs of $0.7 million, personnel-related costs of $0.5 million primarily due to annual salary increases, increase of royalty expenses of $0.4 million, contractor costs of $0.3 million and amortization of intangible assets costs of $0.3 million.
Cost of License
Cost of license revenues decreased by $0.2 million, or 11%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to a decrease in personnel-related costs of $0.1 million.
Cost of Professional Services
Cost of professional services revenues increased by $0.9 million, or 6%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to increases in contractor costs of $0.7 million.
Gross Profit
Gross profit increased by $17.0 million, or 20%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Of this increase, $18.1 million was attributable to growth in SaaS revenues and $0.9 million was attributable to a decrease in licenses costs as a percentage of related revenues, partially offset by a decrease of $2.0 million from professional services.
Operating Expenses
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except for percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Research and development | $ | 40,934 | $ | 32,427 | $ | 8,507 | 26 | % | |||||||||||||||||||||||||||||||||||||||
| Sales and marketing | 48,786 | 37,760 | 11,026 | 29 | % | ||||||||||||||||||||||||||||||||||||||||||
| General and administrative | 28,566 | 23,938 | 4,628 | 19 | % | ||||||||||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 118,286 | $ | 94,125 | $ | 24,161 | 26 | % | |||||||||||||||||||||||||||||||||||||||
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Research and Development
Research and development expenses increased by $8.5 million, or 26%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This was driven by increases in stock-based compensation expense of $3.4 million primarily due to an increase in stock awards granted, personnel-related costs of $2.9 million due to annual salary increases and increased headcount, a deferred consideration accrual of $1.1 million related to a prior acquisition and allocated overhead costs of $0.7 million as a result of increased headcount.
Sales and Marketing
Sales and marketing expenses increased by $11.0 million, or 29%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This was driven by increases in personnel-related costs of $3.7 million primarily due to annual salary increases and increased headcount, sales and marketing events and related travel expenses of $2.3 million, stock-based compensation expense of $2.2 million primarily due to an increase in stock awards granted, a deferred consideration accrual related to a prior acquisition of $1.1 million and commissions of $1.1 million due to increased sales.
General and Administrative
General and administrative expenses increased by $4.6 million, or 19%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This was driven by increases in personnel-related costs of $2.0 million primarily due to increased headcount and annual salary increases, stock-based compensation expense of $1.6 million primarily due to an increase in stock awards granted, a change in fair value adjustments of contingent consideration related to a prior acquisition of $1.5 million, cloud computing implementation impairments of $1.4 million related to our digital transformation initiative and overhead costs of $0.5 million, partially offset by a decrease of $1.8 million in costs allocated to other functions due to increased headcount in other departments.
Interest and Other Income, Net
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except for percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest and other income, net | $ | 1,059 | $ | 3,422 | $ | (2,363) | (69 | %) | |||||||||||||||||||||||||||||||||||||||
Interest and other income, net, decreased by $2.4 million, or 69%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This was primarily due to a $2.9 million loss from foreign currency transactions and remeasurement and a $0.8 million loss due to a foreign currency impact from the dissolution of a subsidiary, partially offset by a $0.8 million increase in interest income as our cash held in money market funds increased.
Income Tax Expense
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||||||||||||||||||||||||||
| (in thousands, except for percentages) | |||||||||||||||||||||||||||||||||||||||||||||||
| Income tax expense | $ | (957) | $ | (688) | $ | (269) | 39 | % | |||||||||||||||||||||||||||||||||||||||
Our income tax expense during the three months ended September 30, 2025 was primarily attributable to income tax expense in foreign jurisdictions and a number of U.S. state jurisdictions.
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Liquidity and Capital Resources
Sources and Uses of Liquidity
As of September 30, 2025, we had cash and cash equivalents of $273.4 million. 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. We believe our existing cash and cash equivalents as of September 30, 2025, 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.
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. 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 September 30, 2025, no amounts have been borrowed under the JPMorgan Credit Facility. See Note 10. “Debt” to our unaudited condensed consolidated financial statements for additional information.
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 or share repurchases we may make from time to time. Our future capital requirements will depend on many factors, including, but not limited to, our ability to grow our revenues and the timing and extent of investment across our organization necessary to support growth in our business. In addition, we may in the future enter into arrangements to acquire or invest in complementary businesses or technologies. We may need to seek additional equity or debt financing in order to meet these future capital requirements. If we are unable to raise additional capital when desired, or on terms that are acceptable to us, our business, financial condition and results of operations could be adversely affected.
Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities for the periods presented (in thousands):
| Three Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash provided by operating activities | $ | 13,795 | $ | 24,446 | |||||||
| Net cash used in investing activities | (5,851) | (2,785) | |||||||||
| Net cash (used in) provided by financing activities | (47,220) | 21,531 | |||||||||
| Effect of foreign currency exchange rate changes on cash and cash equivalents | (396) | 2,285 | |||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | $ | (39,672) | $ | 45,477 | |||||||
Operating Activities
During the three months ended September 30, 2025, net cash provided by operating activities was $13.8 million, as our net loss of $14.4 million was reduced by $28.1 million of adjustments. These adjustments consisted of $36.3 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization, amortization of operating lease right-of-use assets and asset impairments) and a net cash outflow of $8.1 million from net changes in operating assets and liabilities. The net cash outflow from changes in operating assets and liabilities was primarily driven by a $21.9 million decrease in accounts payable and accrued liabilities primarily due to payments made within the period, a decrease in deferred revenue of $19.8 million due to the timing of invoicing our clients and a $1.3 million decrease in operating lease liabilities due to lease payments, offset by a decrease in accounts receivable of $28.6 million due to the timing of billing and collections on our outstanding receivables, a $3.2 million increase in other liabilities due to timing of payments, a decrease in unbilled receivables of $1.9 million due to the timing of invoicing to our clients, a $0.7 million decrease in prepaid expenses and other assets.
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During the three months ended September 30, 2024, net cash provided by operating activities was $24.4 million, as our net loss of $4.5 million was reduced by $29.0 million of adjustments. These adjustments consisted of $25.3 million of non-cash charges (principally comprising of stock-based compensation and depreciation and amortization), and a net cash inflow of $3.7 million from net changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily driven by a decrease in accounts receivable of $30.2 million due to the timing of billing and collections on our outstanding receivables and decrease in unbilled receivables of $0.5 million, offset by a decrease in deferred revenue of $17.3 million due to the timing of invoicing to our clients, a decrease in accounts payable and accrued liabilities of $8.1 million primarily due to timing of payments and a decrease in operating lease liabilities of $1.3 million due to lease payments.
Investing Activities
During the three months ended September 30, 2025, net cash used in investing activities was $5.9 million, due to a strategic investment purchase of $3.0 million, capitalized internal-use software costs of $2.3 million and capital expenditures of $0.6 million on property and equipment largely of computer equipment.
During the three months ended September 30, 2024, net cash used in investing activities was $2.8 million, consisting of capitalized internal-use software costs of $1.5 million, $0.9 million working capital adjustment related to a prior acquisition and capital expenditures of $0.4 million on property and equipment consisting largely of computer equipment.
Financing Activities
During the three months ended September 30, 2025, net cash used in financing activities was $47.2 million, comprised of $50.0 million in payments for the repurchases of common stock, partially offset by $2.8 million of proceeds from stock option exercises.
During the three months ended September 30, 2024, net cash provided by financing activities was $21.5 million, primarily comprised of $22.9 million of proceeds from stock option exercises offset by a $1.4 million payment for contingent consideration related to a prior acquisition.
Stock Repurchase Programs
On August 7, 2025, our Board of Directors authorized a common stock repurchase program of up to $150.0 million. During the three months ended September 30, 2025, we have repurchased $50.0 million of our common stock and $100.0 million remains available for repurchase under our existing repurchase authorization limit. The repurchased shares of common stock were retired. For further information refer to Note 14. “Stockholders’ Equity” to our unaudited condensed consolidated financial statements.
Material Cash Commitments
There have been no significant changes in our material cash requirements from those disclosed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on August 20, 2025.
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. 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 September 30, 2025.
As of September 30, 2025, there were no outstanding borrowings under the JPMorgan Credit Facility.
Critical Accounting Policies and Estimates
The process of preparing our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and judgments are based on historical experience, future expectations and other factors and assumptions we believe to be reasonable under the circumstances. Significant estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Actual amounts may differ from these estimates and judgments.
There have been no material changes to our critical accounting policies or estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
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Recent Accounting Pronouncements
See Note 2. “Summary of Significant Accounting Policies” to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information regarding recent accounting pronouncements and our assessment of their impact.
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Item 3. Quantitative and Qualitative 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 Risk
Our reporting currency is the U.S. dollar and the functional currency for all of our foreign subsidiaries is the U.S. dollar. As of September 30, 2025, the Company has liquidated Rekoop Ltd., which had a functional currency of British pounds.
The majority of our revenue and expenses are denominated in U.S. dollars. However, we have foreign currency risks as we have contracts with clients and payroll obligations and a limited number of supply contracts with vendors which have payments denominated in foreign currencies.
The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. We have experienced and will continue to experience fluctuations in foreign exchange gains and losses related to changes in foreign currency exchange rates. We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future. Our exposure to foreign currency exchange risk relates primarily to our accounts receivable, cash balances, other employee compensation related obligations and lease liabilities denominated in currencies other than the U.S. dollar. If a hypothetical 10% change in foreign currency exchange rates were to occur in the future, the resulting gain or loss would be immaterial on our operating results over the next twelve months.
Credit Risk
We routinely assess the creditworthiness of our clients. 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 the three months ended September 30, 2025 and 2024. Clients representing in excess of 10% of our accounts receivable balance at September 30, 2025 and June 30, 2025 were zero and one, respectively. Due to these factors, management believes that we do not have additional credit risk beyond the amounts already provided for collection losses in our accounts receivable.
Inflation Risk
We do not believe that inflation has had a material effect on our business, results of operations, or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs, particularly if inflationary pressures occur during an economic downturn. Furthermore, our clients may not buy new products or may refrain from expanding current product usage as a result of the impact of increasing costs on their spend. 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.
As of September 30, 2025, we had cash and cash equivalents of $273.4 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. 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 September 30, 2025, we had no outstanding loan balance under our senior secured revolving credit facility. 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 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 the Notes to Consolidated Financial Statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for further information on the Credit Agreement and the Security Agreement.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as defined in and pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings
The information contained in Note 9. “Commitments and Contingencies—Litigation” in our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q is incorporated herein by reference. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We cannot predict the results of any such disputes, and regardless of the potential outcomes, the existence thereof may have an adverse material impact on us due to diversion of management time and attention as well as the financial costs related to resolving such disputes.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, the current effects of which are discussed in more detail in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. If any of these risks or uncertainties actually occur, our business, financial condition, prospects, results of operations and cash flow could be materially and adversely affected. In that case, the market price of our common stock could decline. These risks are not the only risks we face. Additional risks or uncertainties not currently known to us, or that we currently deem immaterial, may also have a material adverse effect on our business, financial condition, prospects, results of operations or cash flows, as well as the market price of our securities. We cannot assure you that any of the events discussed in the risk factors will not occur.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table summarizes the share repurchase activity under our publicly announced share repurchase program and those made outside of the publicly accounted program during the three months ended September 30, 2025 (in thousands, except per share data):
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (1) | ||||||||||||||||||||||
| July 1, 2025 - July 31, 2025 | — | $ | — | — | $ | — | ||||||||||||||||||||
| August 1, 2025 - August 31, 2025 | 1,106 | $ | 45.19 | 1,106 | $ | 100,000 | ||||||||||||||||||||
| September 1, 2025 - September 30, 2025 | — | $ | — | — | $ | 100,000 | ||||||||||||||||||||
| Total | 1,106 | 1,106 | ||||||||||||||||||||||||
(1) On August 12, 2025, the Company announced a program to repurchase up to $150.0 million of the Company’s common stock which was approved by the Board of Directors on August 7, 2025. As of September 30, 2025, remaining availability under the repurchase program was $100.0 million. The program does not obligate the Company to acquire a minimum amount of shares and may be modified, suspended or discontinued at any time at the Company’s discretion. The program does not have an expiration date.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Item 6. Exhibits
The information required by this Item is set forth on the exhibit index that precedes the signature page of this Quarterly Report on Form 10-Q.
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Description | Form | File Number | Date | Number | Filed Herewith | ||||||||||||||||||||||||||||||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||||||||||||||||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||||||||||||||||||
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||||||||||||||||||
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document | X | ||||||||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkage Documents | X | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | ||||||||||||||||||||||||||||||||||||
+Indicates a management contract or compensatory plan.
*The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Intapp, Inc. | ||||||||
Date: November 4, 2025 | By: | /s/ John Hall | ||||||
| John Hall | ||||||||
Chief Executive Officer (Principal Executive Officer) | ||||||||
Date: November 4, 2025 | By: | /s/ David Morton | ||||||
| David Morton | ||||||||
Chief Financial Officer (Principal Financial Officer) | ||||||||
34
Intapp, Inc.
NASDAQ:INTA
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Software - Application
Services-prepackaged Software
United States
PALO ALTO