Intapp 10Q 2022 Q3 Quarterly report

Intapp (INTA) 10-Q2022 Q3 Quarterly report

Content analysis

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 March 31, 2022

☐	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

Intapp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	46-1467620
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3101 Park Blvd Palo Alto, California	94306
(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

Common Stock, par value $0.001 per share

INTA

The Nasdaq Global Select Market

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 ☒ No ☐

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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2022, the registrant had 62,222,337 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2022 and June 30, 2021	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2022 and 2021	2
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended March 31, 2022 and 2021	3
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three and Nine Months Ended March 31, 2022 and 2021	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2022 and 2021	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II.	OTHER INFORMATION	35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
	Signatures	41

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, and the information incorporated herein by reference, particularly in the sections captioned “Risk Factors” under Part II, Item 1A, “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, that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements, including statements about:

•

our inability to continue our growth at or near historical rates;

•

our future financial performance and ability to be profitable;

•

the effect of global events, such as the COVID-19 pandemic and Russia’s invasion of Ukraine, on the U.S. and global economies, our business, our employees, results of operations, 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, particularly adverse to our targeted industries;

•

the length and variability of our sales cycle;

•

our ability to attract and retain customers;

•

our ability to compete in highly competitive markets;

•

our ability to manage additional complexity, burdens, and volatility in connection with our international sales and operations;

•

our ability to incur indebtedness in the future;

•

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.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. In some cases, you can identify forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,” “potential,” “should,” “will,” or “would,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this 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. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 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 share and per share data)

(unaudited)

	March 31, 2022			June 30, 2021
Assets
Current assets:
Cash and cash equivalents	$	42,685		$	37,636
Restricted cash		3,528			3,827
Accounts receivable, net of allowance for doubtful accounts of $1,235 and $764 as of March 31, 2022 and June 30, 2021, respectively		47,029			48,573
Unbilled receivables, net		8,534			6,840
Other receivables, net		1,403			858
Prepaid expenses		8,323			9,591
Deferred commissions, current		8,989			6,551
Total current assets		120,491			113,876
Property and equipment, net		11,674			10,674
Goodwill		261,791			262,270
Intangible assets, net		42,212			52,349
Deferred commissions, noncurrent		11,938			10,414
Other assets		1,445			10,244
Total assets	$	449,551		$	459,827
Liabilities, convertible preferred stock and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	2,546		$	2,198
Accrued compensation		29,758			29,218
Accrued expenses		7,220			9,953
Deferred revenue, net		121,546			107,893
Other current liabilities		20,734			22,621
Total current liabilities		181,804			171,883
Deferred tax liabilities		4,621			5,705
Long-term deferred revenue, net		1,780			1,908
Other liabilities		3,939			18,170
Debt, net		0			275,593
Total liabilities		192,144			473,259
Commitments and contingencies (Note 7)
Convertible preferred stock, $0.001 par value per share, 0 and 19,870,040 shares authorized as of March 31, 2022 and June 30, 2021, respectively; 0 and 19,034,437 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively; liquidation preference of $0 and $203,340 as of March 31, 2022 and June 30, 2021, respectively		0			144,148
Stockholders’ equity (deficit)
Preferred stock, $0.001 par value per share, 50,000,000 and 0 shares authorized as of March 31, 2022 and June 30, 2021, respectively; 0 shares issued or outstanding as of March 31, 2022 and June 30, 2021		0			0
Common stock, $0.001 par value per share, 700,000,000 and 65,000,000 shares authorized as of March 31, 2022 and June 30, 2021, respectively; 62,150,552 and 29,444,577 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively		62			29
Additional paid-in capital		622,490			128,943
Accumulated other comprehensive loss		(996	)		(494	)
Accumulated deficit		(364,149	)		(286,058	)
Total stockholders’ equity (deficit)		257,407			(157,580	)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$	449,551		$	459,827

See accompanying notes to unaudited condensed consolidated financial statements.

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Intapp, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2022			2021			2022			2021
Revenues
SaaS and support	$	49,808		$	36,888		$	140,267		$	104,644
Subscription license		10,904			11,784			30,811			31,530
Total recurring revenues		60,712			48,672			171,078			136,174
Professional services		8,951			6,976			25,472			17,202
Total revenues		69,663			55,648			196,550			153,376
Cost of revenues
SaaS and support		13,490			10,826			37,007			29,981
Total cost of recurring revenues		13,490			10,826			37,007			29,981
Professional services		12,510			8,795			34,922			24,050
Total cost of revenues		26,000			19,621			71,929			54,031
Gross profit		43,663			36,027			124,621			99,345
Operating expenses:
Research and development		20,425			13,036			54,781			37,136
Sales and marketing		28,759			16,407			81,244			47,217
General and administrative		23,175			10,729			65,222			28,310
Total operating expenses		72,359			40,172			201,247			112,663
Operating loss		(28,696	)		(4,145	)		(76,626	)		(13,318	)
Loss on debt extinguishment		0			0			(2,407	)		0
Interest expense		(39	)		(5,850	)		(236	)		(18,524	)
Other income (expense), net		(272	)		(58	)		188			1,317
Net loss before income taxes		(29,007	)		(10,053	)		(79,081	)		(30,525	)
Income tax benefit (expense)		271			(64	)		990			(329	)
Net loss		(28,736	)		(10,117	)		(78,091	)		(30,854	)
Less: cumulative dividends allocated to preferred stockholders		0			(3,881	)		0			(11,581	)
Net loss attributable to common stockholders	$	(28,736	)	$	(13,998	)	$	(78,091	)	$	(42,435	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.47	)	$	(0.49	)	$	(1.28	)	$	(1.54	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted		61,564			28,741			60,868			27,588

See accompanying notes to unaudited condensed consolidated financial statements.

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Intapp, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2022			2021			2022			2021
Net loss	$	(28,736	)	$	(10,117	)	$	(78,091	)	$	(30,854	)
Other comprehensive income (loss):
Foreign currency translation adjustments		(265	)		6			(502	)		1,047
Other comprehensive income (loss)		(265	)		6			(502	)		1,047
Comprehensive loss	$	(29,001	)	$	(10,111	)	$	(78,593	)	$	(29,807	)

See accompanying notes to unaudited condensed consolidated financial statements.

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Intapp, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share data)

(unaudited)

					Three Months Ended March 31, 2022
					Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders'
					Shares		Amount		Capital			Loss			Deficit			Equity
Balance as of December 31, 2021						61,148,584	$	61	$	599,401		$	(731	)	$	(335,413	)	$	263,318
Issuance of common stock upon exercise of stock options						708,887		1		4,186			0			0			4,187
Vesting of performance stock units and restricted stock units, net of shares withheld for taxes						293,081		0		(3,924	)		0			0			(3,924	)
Stock-based compensation						—		0		22,827			0			0			22,827
Foreign currency translation adjustments						—		0		0			(265	)		0			(265	)
Net loss						—		0		0			0			(28,736	)		(28,736	)
Balance as of March 31, 2022						62,150,552	$	62	$	622,490		$	(996	)	$	(364,149	)	$	257,407


	Three Months Ended March 31, 2021
	Convertible Preferred Stock				Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital			Loss			Deficit			Deficit
Balance as of December 31, 2020		19,034,437	$	144,148		28,333,576	$	28	$	113,510		$	(626	)	$	(260,031	)	$	(147,119	)
Issuance of common stock upon exercise of stock options		—		—		909,150		1		2,854			0			0			2,855
Stock-based compensation		—		—		—		0		3,398			0			0			3,398
Foreign currency translation adjustments		—		—		—		0		0			6			0			6
Net loss		—		—		—		0		0			0			(10,117	)		(10,117	)
Balance as of March 31, 2021		19,034,437	$	144,148		29,242,726	$	29	$	119,762		$	(620	)	$	(270,148	)	$	(150,977	)

See accompanying notes to unaudited condensed consolidated financial statements.

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Intapp, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share data)

(unaudited)

	Nine Months Ended March 31, 2022
	Convertible Preferred Stock						Common stock					Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares			Amount			Shares			Amount		Capital			Loss			Deficit			Equity (Deficit)
Balance as of June 30, 2021		19,034,437		$	144,148			29,444,577		$	29	$	128,943		$	(494	)	$	(286,058	)	$	(157,580	)
Conversion of convertible preferred stock to common stock upon initial public offering		(19,034,437	)		(144,148	)		19,034,437			19		144,129			0			0			144,148
Issuance of common stock upon initial public offering, net of offering costs of $9,767		—			—			12,075,000			12		282,979			0			0			282,991
Issuance of common stock upon exercise of stock options		—			—			1,303,457			2		8,068			0			0			8,070
Vesting of performance stock units and restricted stock units, net of shares withheld for taxes		—			—			293,081			0		(3,924	)		0			0			(3,924	)
Stock-based compensation		—			—			—			0		62,295			0			0			62,295
Foreign currency translation adjustments		—			—			—			0		0			(502	)		0			(502	)
Net loss		—			—			—			0		0			0			(78,091	)		(78,091	)
Balance as of March 31, 2022		0		$	0			62,150,552		$	62	$	622,490		$	(996	)	$	(364,149	)	$	257,407


	Nine Months Ended March 31, 2021
	Convertible Preferred Stock						Common Stock					Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares			Amount			Shares			Amount		Capital			Loss			Deficit			Deficit
Balance as of June 30, 2020		19,034,437		$	144,148			24,331,569		$	24	$	69,178		$	(1,667	)	$	(238,199	)	$	(170,664	)
Issuance of common stock, net of issuance costs of $169		—			—			2,432,545			2		29,018			0			0			29,020
Repurchase of shares		—			—			(200,000	)		0		(797	)		0			(1,095	)		(1,892	)
Issuance of common stock upon exercise of stock options		—			—			2,678,612			3		10,140			0			0			10,143
Stock-based compensation		—			—			—			0		12,223			0			0			12,223
Foreign currency translation adjustments		—			—			—			0		0			1,047			0			1,047
Net loss		—			—			—			0		0			0			(30,854	)		(30,854	)
Balance as of March 31, 2021		19,034,437		$	144,148			29,242,726		$	29	$	119,762		$	(620	)	$	(270,148	)	$	(150,977	)

See accompanying notes to unaudited condensed consolidated financial statements.

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Intapp, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended March 31,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(78,091	)	$	(30,854	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		12,510			9,910
Amortization of deferred financing costs		75			852
Provision for doubtful accounts		804			377
Stock-based compensation		62,295			12,223
Loss on debt extinguishment		2,407			0
Change in fair value of contingent consideration, including unrealized foreign exchange gain		(364	)		0
Payment of contingent consideration in excess of acquisition date fair value		(279	)		0
Deferred income taxes		(1,084	)		(390	)
Other		32			20
Changes in operating assets and liabilities:
Accounts receivable		557			(4,999	)
Unbilled receivables, current		(1,694	)		1,784
Prepaid expenses and other assets		782			346
Deferred commissions		(3,962	)		(2,215	)
Accounts payable and accrued liabilities		2,108			890
Deferred revenue, net		13,525			11,750
Other liabilities		(5,051	)		(1,771	)
Net cash provided by (used in) operating activities		4,570			(2,077	)
Cash Flows from Investing Activities:
Purchases of property and equipment		(281	)		(2,394	)
Capitalized internal-use software costs		(3,052	)		(1,641	)
Net cash used in investing activities		(3,333	)		(4,035	)
Cash Flows from Financing Activities:
Payments on borrowings		(278,000	)		(5,000	)
Proceeds from initial public offering, net of underwriting discounts		292,758			0
Payments for deferred offering costs		(4,358	)		(1,591	)
Proceeds from common stock issuance		0			29,020
Proceeds from stock option exercises		8,070			14,589
Payments related to tax withholding for vested equity awards		(3,913	)		0
Payment of deferred financing costs		(769	)		0
Payment of contingent consideration		(10,435	)		0
Repurchase of common stock		0			(1,892	)
Net cash provided by financing activities		3,353			35,126
Effect of foreign currency exchange rate changes on cash and cash equivalents		160			874
Net increase in cash, cash equivalents and restricted cash		4,750			29,888
Cash, cash equivalents and restricted cash - beginning of period		41,463			43,159
Cash, cash equivalents and restricted cash - end of period	$	46,213		$	73,047
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	$	42,685		$	71,332
Restricted cash		3,528			1,715
Total cash, cash equivalents and restricted cash	$	46,213		$	73,047
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	5,950		$	18,594
Cash paid for income taxes	$	437		$	3
Non-cash investing and financing activities:
Purchases of property and equipment in accounts payable and accrued liabilities	$	36		$	0
Deferred offering costs in accounts payable and accrued liabilities	$	0		$	3,509
Conversion of convertible preferred stock to common stock upon initial public offering	$	144,148		$	0

See accompanying notes to unaudited condensed consolidated financial statements.

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Intapp, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of Business

Intapp, Inc. (“Intapp” or the “Company”), formerly known as LegalApp Holdings, Inc., was incorporated in Delaware on November 27, 2012 to facilitate the acquisition of Integration Appliance, Inc., which became a wholly owned subsidiary of Intapp, Inc. on December 21, 2012. LegalApp Holdings, Inc. changed its name to Intapp, Inc. in February 2021. Intapp has no significant assets or operations other than the ownership of Integration Appliance, Inc.

The Company is a leading provider of industry-specific, cloud-based software solutions for the professional and financial services industry globally. The Company empowers private capital, investment banking, legal, accounting, and consulting firms with the technology they need to meet rapidly changing client, investor, and regulatory requirements, deliver the right insights to the right professionals, replace legacy systems, and operate more competitively. The Company serves clients primarily in the United States, United Kingdom and Australian markets. References to “the Company,” “us,” “we,” or “our” in these unaudited condensed consolidated financial statements refer to the consolidated operations of Intapp and its consolidated subsidiaries.

Initial Public Offering

On July 2, 2021, the Company completed its initial public offering (“IPO”), in which it sold 10,500,000 shares of common stock at a public offering price of $26.00 per share for net proceeds of $244.8 million after deducting underwriting discounts of $18.4 million and offering costs of $9.8 million. Upon the closing of the IPO, all outstanding shares of Series A and Series A-1 convertible preferred stock automatically converted into 19,034,437 shares of common stock on a one-for-one basis.

On July 8, 2021, the underwriters of the Company’s IPO exercised in full their right to purchase an additional 1,575,000 shares of common stock at the public offering price of $26.00 per share, resulting in additional net proceeds of $38.2 million after deducting underwriting discounts of $2.8 million.

Prior to the IPO, deferred offering costs, which primarily consist of direct incremental legal and accounting fees relating to the IPO, were capitalized and recorded in other assets on the consolidated balance sheet as of June 30, 2021. Upon the consummation of the IPO, these costs were reclassified into additional paid-in capital as a reduction of the net proceeds received from the IPO.

Note 2. Summary of 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, 2021 filed with the SEC on September 15, 2021. The unaudited condensed consolidated financial statements include accounts of the Company and its consolidated subsidiaries, after eliminating all inter-company transactions and balances.

The interim unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal and recurring adjustments, necessary to state fairly the Company’s financial condition, its operations and cash flows for the periods presented. The historical results are not necessarily indicative of future results, and the results of operations for the three and nine months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year or any other period.

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Use of Estimates

The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires us 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 (“SSP”) of the deliverables included in multiple deliverable revenue arrangements; the depreciable lives of long-lived assets including intangible assets; the expected useful life of deferred commissions; the fair value of common stock used in stock-based compensation; the fair value of assets acquired and liabilities assumed in business combinations; goodwill and long-lived assets impairment assessment; the fair value of contingent consideration liabilities; valuation allowances on deferred tax assets and accounts receivable; uncertain tax positions; and loss contingencies. The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors including those resulting from the impacts of the COVID-19 pandemic 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

The Company’s significant accounting policies are described in Note 2, Summary of Accounting Policies, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021. There have been no material changes to the significant accounting policies during the nine months ended March 31, 2022.

Revenue Recognition

The Company’s revenues are derived from contracts with our clients. The majority of the Company’s revenues are derived from the sale of our software as a service (“SaaS”) solutions and subscriptions to our term software applications, including support services, as well as the provision of professional services for the implementation of our solutions. The Company accounts for revenues in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), which the Company adopted on July 1, 2020 using the full retrospective method of adoption.

The core principle of ASC 606 is to recognize revenues upon the transfer of control of services or products to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or products. The Company applies the following framework to recognize revenues:

Identification of the contract, or contracts, with our clients

The Company considers the terms and conditions of written contracts and its customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a client when the contract is approved, each party’s rights regarding the services and products to be transferred can be identified, payment terms for the services and products can be identified, the client has the ability and intent to pay, and the contract has commercial substance. The Company evaluates whether two or more contracts entered within close proximity with one another should be combined and accounted for as a single contract. The Company also evaluates the client’s ability and intent to pay, which is based on a variety of factors, including the client’s historical payment experience or, in the case of a new client, credit and financial information pertaining to the client.

Identification of the performance obligation in the contract

Performance obligations promised in a contract are identified based on the services or products that will be transferred to the client that are both:

capable of being distinct, whereby the client can benefit from the service or product either on its own or together with other resources that are readily available from the Company or third parties, and

ii.

distinct in the context of the contract, whereby the transfer of the services or products is separately identifiable from other promises in the contract.

To the extent a contract includes multiple promised services or products, the Company applies judgment to determine whether promised services or products are capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised services or products are accounted for as a combined performance obligation.

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The Company derives its revenues primarily from the following four sources, which represent the performance obligations of the Company:

Sales of SaaS under subscription arrangements: revenue derived from subscriptions to our SaaS solutions;

ii.

Sales of subscriptions to our licenses: software revenues derived from the sale of term licenses to clients;

iii.

Support activities: support activities that consist of email and phone support, bug fixes, and rights to unspecified software updates and upgrades released on a when, and if, available basis during the support term; and

iv.

Sales of professional services: services related to the implementation and configuration of the Company’s SaaS offerings and software licenses.

SaaS and subscription licenses are generally sold as annual or multi-year initial terms with automatic annual renewal provisions on expiration of the initial term. Support for subscription licenses follows the same contract periods as the initial or renewal term. Professional services related to implementation and configuration activities are typically time and materials contracts.

Determination of the transaction price

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services and products to the client. Variable consideration is estimated and included in the transaction price if, in the Company’s judgment, it is probable that no significant future reversal of cumulative revenues under the contract will occur.

In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide clients with simplified and predictable ways of purchasing the Company’s products and services, not to receive financing from clients or to provide clients with financing.

Allocation of the transaction price to the performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on its relative SSP. The majority of the Company’s contracts contain multiple performance obligations, such as when subscription licenses are sold with support and professional services. Some of the Company’s performance obligations have observable inputs that are used to determine the SSP of those distinct performance obligations. Where SSP is not directly observable, the Company determines the SSP using information that may include market conditions and other observable inputs.

Recognition of revenues when, or as, the Company satisfies a performance obligation

The Company recognizes revenues as control of the services or products is transferred to a client, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or products. The Company is principally responsible for the satisfaction of its distinct performance obligations, which are satisfied either at a point in time or over a period of time.

The Company records revenues net of applicable sales taxes collected. Sales taxes collected from clients are recorded as part of accounts payable in the accompanying consolidated balance sheets and are remitted to state and local taxing jurisdictions based on the filing requirements of each jurisdiction.

Performance obligations satisfied at a point in time

Subscription licenses

The Company has concluded that its sale of term licenses to clients (“subscription licenses”) provides the client with the right to functional intellectual property (“IP”) and are distinct performance obligations from which the client can benefit on a stand-alone basis. The transaction price allocated to subscription license arrangements is recognized as revenues at a point in time when control is transferred to the client, which generally occurs at the time of delivery or upon commencement of the renewal term. Subscription license fees are generally payable in advance on an annual basis over the term of the license arrangement, which is typically noncancelable.

Performance obligations satisfied over a period of time

SaaS and support as well as professional services arrangements comprise the majority of distinct performance obligations that are satisfied over a period of time.

SaaS and support

The transaction price allocated to SaaS subscription arrangements is recognized as revenues over time throughout the term of the contract as the services are provided on a continuous basis, beginning after the SaaS environment is provisioned and made available to clients. The Company’s SaaS subscriptions are generally one to three years in duration, with the majority being one year. Consideration from SaaS arrangements is typically billed in advance on an annual basis.

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The Company’s subscription license sales include noncancelable support which entitle clients to receive technical support and software updates, on a when and if available basis, during the term of the subscription license agreement. Technical support and software updates are considered distinct from the related subscription licenses but accounted for as a single stand ready performance obligation as they each constitute a series of distinct services that are substantially the same and have the same pattern of transfer to the client. The transaction price allocated to support is recognized as revenue over time on a straight-line basis over the term of the support contract which corresponds to the underlying subscription license agreement. Consideration for support services is typically billed in advance on an annual basis. In some instances, the client may purchase premium support services which are generally priced as a percentage of the associated subscription license.

Professional services

The Company’s professional services revenues are primarily comprised of implementation, configuration and upgrade services. The Company has determined that professional services provided to clients represent distinct performance obligations. These services may be provided on a stand-alone basis or bundled with other performance obligations, including SaaS arrangements, subscription licenses, and support services. The transaction price allocated to these performance obligations is recognized as revenue over time as the services are performed. The professional services engagements are billed to clients on a time and materials basis and are recognized as invoiced. In instances where professional services arrangements are sold on a fixed price basis, revenues are recognized over time using an input measure of time incurred to date relative to total estimated time to be incurred at project completion. Professional services arrangements sold on a time and materials basis are generally invoiced monthly in arrears and those sold on a fixed fee basis are invoiced upon the achievement of project milestones.

The Company records reimbursable out-of-pocket expenses associated with professional services contracts in both revenues and cost of revenues.

Contract Modifications

Contracts may be modified to account for changes in contract scope or price. The Company considers contract modifications to exist when the modification either creates new rights or obligations or changes the existing enforceable rights and obligations of either party. Contract modifications are accounted for prospectively when it results in the promise to deliver additional products and services that are distinct and contract price does not increase by an amount that reflects standalone selling price for the new goods or services.

Balance Sheet Presentation

Contracts with our clients are reflected in the consolidated balance sheets as follows:

•

Accounts receivable, net represents amounts billed to clients in accordance with contract terms for which payment has not yet been received. It is presented net of the allowance for doubtful accounts as part of current assets in the consolidated balance sheets.

•

Unbilled receivables, net represents amounts that are unbilled due to agreed-upon contractual terms in which billing occurs subsequent to revenue recognition. This generally occurs in multi-year subscription license arrangements where control of the software license is transferred at the inception of the contract, but the client is invoiced annually in advance over the term of the license. Unbilled receivables are presented net of the allowance for doubtful accounts, if applicable, in the consolidated balance sheets with the long-term portion included in other assets. Under ASC 606, these balances represent contract assets.

•

Contract costs consist principally of client acquisition costs (sales commissions). The Company classifies deferred commissions as current or non-current on our consolidated balance sheets based on the timing of when the Company expects to recognize the expense.

•

Deferred revenue, net represents amounts that have been invoiced to the client for which the Company has the right to invoice, but that have not been recognized as revenues because the related products or services have not been transferred to the client. Deferred revenue that will be realized within twelve months of the balance sheet date is classified as current. The remaining deferred revenue is presented as non-current. Under ASC 606, these balances represent contract liabilities.

The Company may receive consideration from its clients in advance of performance on a portion of the contract and, on another portion of the contract, perform in advance of receiving consideration. Contract assets and liabilities related to rights and obligations in a contract are interdependent. Therefore, contract assets and liabilities are presented net at the contract level, as either a single contract asset or a single contract liability, in the consolidated balance sheets.

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Concentrations of Credit Risk and Significant Clients

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. The Company maintains its cash with high quality financial institutions. The Company is exposed to credit risk for cash held in financial institutions in the event of a default to the extent that such amounts recorded on the balance sheet are in excess of amounts that are insured by the Federal Deposit Insurance Corporation (“FDIC”).

NaN client individually accounted for 10% or more of the Company’s revenues for the three and nine months ended March 31, 2022 and 2021. As of March 31, 2022, 0 client individually accounted for 10% or more of the Company’s total accounts receivable. As of June 30, 2021, 1 client individually accounted for 25% of the Company’s total accounts receivable.

Recent Accounting Pronouncements

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

The JOBS Act does not preclude an emerging growth company from early adopting new or revised accounting standards.

Recently issued accounting pronouncements not yet adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842). The guidance requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The guidance states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. The new standard is effective for the Company beginning July 1, 2022 and the Company expects to adopt using the modified retrospective approach. The Company expects to recognize lease liabilities and right-of-use assets related to its operating leases upon adoption of the standard. The Company is currently working through the adoption plan which includes review of its current leases and evaluation of the use of practical expedients provided under the guidance. The extent of the increase to assets and liabilities as a result of the adoption of this standard is yet to be determined.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses, which requires the establishment of an allowance for estimated credit losses on financial assets, including trade and other receivables, at each reporting date. The guidance is effective for the Company beginning July 1, 2023. The Company is evaluating the impact of this ASU on its financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes, which is intended to simplify the accounting for income taxes by removing certain exceptions and by updating accounting requirements around franchise taxes, goodwill recognized for tax purposes, the allocation of current and deferred tax expense among legal entities, among other minor changes. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. This new standard will be effective for the Company beginning July 1, 2022. The Company is currently assessing the impact of adopting this standard on its consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (ASC 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities (i.e., unearned revenue) acquired in a business combination to be recognized and measured in accordance with ASC 606. Currently, the Company recognizes contract assets and contract liabilities at the acquisition date based on fair value estimates, which historically has resulted in a reduction to unearned revenue on the balance sheet, and therefore, a reduction to revenues that would have otherwise been recorded as an independent entity. ASU 2021-08 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2023, and for interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2021-08 to its consolidated financial statements.

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Note 3. Revenues

Disaggregation of Revenues

Revenues by geography were as follows (in thousands):

	Three Months Ended March 31,				Nine Months Ended March 31,
	2022		2021		2022		2021
United States	$	49,002	$	39,452	$	136,107	$	108,089
United Kingdom		10,043		9,117		33,363		27,063
Rest of the world		10,618		7,079		27,080		18,224
Total	$	69,663	$	55,648	$	196,550	$	153,376

NaN country other than those listed above accounted for 10% or more of the Company’s revenues during the three and nine months ended March 31, 2022 and 2021.

Contract balances

The Company’s contract assets and liabilities were as follows (in thousands):

	March 31, 2022		June 30, 2021
Unbilled accounts receivable, net⁽¹⁾	$	8,563	$	6,925
Deferred revenue, net		123,326		109,801

(1)	The long-term portion of $29 and $85 as of March 31, 2022 and June 30, 2021, respectively, is included in other assets.

There was 0 allowance for doubtful accounts associated with unbilled receivables as of March 31, 2022 and June 30, 2021. During the nine months ended March 31, 2022, the Company recognized $98.3 million in revenue pertaining to deferred revenue as of June 30, 2021.

Performance Obligations

Remaining performance obligations represent non-cancellable 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. Subscription services are typically satisfied over one to three years, support services are generally satisfied within one year, and professional services are typically satisfied within one year. Professional services under time and material contracts are not included in the performance obligations amount as these arrangements can be cancelled at any time.

As of March 31, 2022, approximately $300.7 million of revenues is expected to be recognized from remaining performance obligations with approximately 59% over the next 12 months and the remainder thereafter.

Note 4. Goodwill and Intangible Assets

Goodwill

Changes in the carrying amounts of goodwill were as follows (in thousands):

	Nine Months Ended March 31,
	2022			2021
Balance, beginning of period	$	262,270		$	227,992
Foreign currency translation adjustment		(479	)		1,012
Balance, end of period	$	261,791		$	229,004

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Intangible Assets

Intangible assets acquired through business combinations consisted of the following (in thousands):

	March 31, 2022
	Useful Life (In years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Client relationships	9 to 15	$	41,000	$	(18,787	)	$	22,213
Noncompete agreements	3 to 5		4,107		(2,762	)		1,345
Trademarks and trade names	Indefinite		4,683		—			4,683
Trademarks and trade names	1 to 3		7,822		(3,920	)		3,902
Core technology	3 to 5		47,019		(36,950	)		10,069
Intangible assets, net		$	104,631	$	(62,419	)	$	42,212

	June 30, 2021
	Useful Life (In years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Client relationships	9 to 15	$	41,000	$	(15,879	)	$	25,121
Noncompete agreements	3 to 5		4,107		(2,442	)		1,665
Trademarks and trade names	Indefinite		4,892		—			4,892
Trademarks and trade names	1 to 3		7,613		(2,902	)		4,711
Core technology	3 to 5		47,019		(31,059	)		15,960
Intangible assets, net		$	104,631	$	(52,282	)	$	52,349

The fair value of intangible assets was derived based on the income approach. This fair value measurement is based on significant inputs that are not observable in the market. Key assumptions utilized in management’s analysis included the following:

•	Revenues and expense forecasts were based on trends of historical performance and management’s estimate of future performance.

•	Cash flows utilized in the discounted cash flow analysis were estimated using a weighted-average cost of capital.

Amortization expense related to acquired intangible assets was recognized as follows (in thousands):

	Three Months Ended March 31,				Nine Months Ended March 31,
	2022		2021		2022		2021
Cost of SaaS and support	$	1,964	$	1,628	$	5,891	$	5,061
Sales and marketing		1,448		993		3,927		2,977
General and administrative		106		0		319		0
Total amortization expense	$	3,518	$	2,621	$	10,137	$	8,038

As of March 31, 2022, the estimated future amortization expense of acquired intangible assets is as follows (in thousands):

Fiscal Year Ending June 30,	Amount
2022 (remaining 3 months)	$	3,309
2023		9,190
2024		7,707
2025		5,291
2026		3,111
2027 and thereafter		8,921
Total remaining amortization	$	37,529

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Note 5. 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).

The following tables set forth the Company’s financial liabilities that were measured at fair value on a recurring basis as of the dates indicated by level within the fair value hierarchy (in thousands):

	March 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Liability for contingent consideration, current portion	$	0	$	0	$	11,974	$	11,974
Total	$	0	$	0	$	11,974	$	11,974

	June 30, 2021
	Level 1		Level 2		Level 3		Total
Liabilities:
Term loan	$	0	$	273,000	$	0	$	273,000
Revolving credit facility	0			5,000	0			5,000
Liability for contingent consideration, current and non-current portion		0		0		23,502		23,502
Total	$	0	$	278,000	$	23,502	$	301,502

In connection with the acquisition of Repstor, Limited (“Repstor”) in June 2021, the Company recorded contingent consideration liabilities representing the amounts payable to former Repstor shareholders based upon the achievement of certain performance measures. The current and non-current portions of these liabilities of $11.0 million and $12.5 million, respectively, were included in other current liabilities and other liabilities on the consolidated balance sheet as of June 30, 2021. The non-current portion was reclassified to the current portion and included in other current liabilities on the unaudited condensed consolidated balance sheet as of March 31, 2022. During the three months ended March 31, 2022, $10.7 million was paid to the former shareholders of Repstor.

The fair value of the contingent consideration was initially estimated 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 expense in the unaudited condensed consolidated statement of operations. Gains and losses arising from exchange rate fluctuation on these liabilities which are denominated in British Pounds have been included in other income (expense) on the unaudited condensed consolidated statements of operations.

Changes in the fair value of contingent consideration liabilities during the nine months ended March 31, 2022 were as follows:

	Amount
Balance as of June 30, 2021	$	23,502
Payment of contingent consideration		(10,714	)
Change in fair value of contingent consideration		727
Effect of foreign currency exchange rate changes		(1,541	)
Balance as of March 31, 2022	$	11,974

Based upon Level 2 inputs and the borrowing rates available to the Company for loans with similar terms and consideration of the Company’s credit risk, the carrying value of the Company’s term loan and revolving credit facility approximate their fair value.

Other financial instruments consist of accounts receivable, accounts payable and accrued expenses and other current liabilities. Accounts receivable, accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to expected receipt or payment.

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Note 6. Property and Equipment

Property and equipment, net, consisted of the following (in thousands):

	March 31, 2022			June 30, 2021
Computer equipment and software	$	966		$	1,751
Capitalized internal-use software		9,895			6,843
Furniture and office equipment		1,890			2,189
Leasehold improvements		5,351			5,417
Construction in progress		317			0
Total property and equipment		18,419			16,200
Less: accumulated depreciation and amortization		(6,745	)		(5,526	)
Property and equipment, net	$	11,674		$	10,674

Depreciation expense, excluding the amortization of capitalized software development costs, was $0.4 million for each of the three months ended March 31, 2022 and 2021, and was $1.0 million for the nine months ended March 31, 2022 and 2021.

Amortization expense related to capitalized internal-use software was $0.5 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively, and was $1.4 million and $0.8 million for the nine months ended March 31, 2022 and 2021, respectively.

Note 7. Commitments and Contingencies

Operating Leases

The Company leases the majority of its office space in the U.S., U.K. and Ukraine under noncancelable operating leases, which have various expiration dates through fiscal 2031. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease, including any periods of free rent and rent concessions. Total rent expense for the nine months ended March 31, 2022 and 2021 was $6.6 million and $6.0 million, respectively.

In April 2022, the Company entered into a lease agreement to lease an office space in the U.K. for an eight-year term ending June 2030. The total commitment under this lease is approximately $9.8 million.

Software and Other

In the ordinary course of business, the Company enters into commitments to purchase or subscribe to software that is required to conduct its business activities. The Company also has commitments towards its cloud hosting service providers.

In December 2021, the Company entered into an agreement with Microsoft, pursuant to which the Company is committed to spend a minimum of $114.7 million on cloud services and support fees over the agreement’s seven-year term. As of March 31, 2022, the Company had $114.5 million remaining on the commitment.

Litigation

From time to time, the Company is a party to claims, lawsuits, and proceedings which arise in the ordinary course of business. The Company warrants to its customers that it has all necessary rights and licenses to the intellectual property comprised in its products and services and indemnifies those customers against intellectual property claims with respect to such products and services, so such claims, lawsuits and proceedings might in the future include claims of alleged infringement of intellectual property rights. The Company records a liability when it believes that it is probable that a loss will be incurred, and the amount of loss or range of loss can be reasonably estimated. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company reassesses the potential liability and may revise the estimate. The Company is not presently a party to any litigation the outcome of which, it believes, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the business, operating results, or financial condition.

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Note 8. Debt

As of June 30, 2021, the Company had outstanding borrowings of $273.0 million under a term loan and $5.0 million under an associated revolving credit facility (together, the “Prior Credit Facility”). On July 12, 2021, amounts outstanding under the Prior Credit Facility were repaid in full from proceeds of the IPO. As a result of the extinguishment of the debt, a loss of $2.4 million related to the write-off of unamortized financing costs, has been recorded as a loss on debt extinguishment in the unaudited condensed consolidated statement of operations for the nine months ended March 31, 2022. As of March 31, 2022, the Company had 0 outstanding borrowings under the Prior Credit Facility.

On October 5, 2021, the Company entered into a Credit Agreement (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 of either (a) LIBOR 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.

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 with the subsidiaries of the Company and JPMorgan, as collateral 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 March 31, 2022.

The Company incurred $0.8 million of costs directly related to the Credit Agreement, which were capitalized and are being amortized over the term of the Credit Agreement. These debt issuance costs are included in other assets on the unaudited condensed consolidated balance sheets. As of March 31, 2022, there were 0 outstanding borrowings under the JPMorgan Credit Facility.��

Note 9. Stockholders’ Equity

On July 2, 2021, in conjunction with the closing of the IPO, the Company’s Amended and Restated Certificate of Incorporation became effective, pursuant to which the Company’s authorized capital stock was increased to 700,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share.

On July 2, 2021, upon the closing of the IPO, all outstanding shares of Series A and Series A-1 convertible preferred stock were automatically converted into 19,034,437 shares of the Company’s common stock on a 1-for-one basis.

As of March 31, 2022, shares of common stock have been reserved for the following:

Outstanding stock options			13,095,784
Unvested performance stock units and restricted stock units			4,580,441
Reserved for ESPP			1,466,996
Reserved for future stock award grants			2,008,859
			21,152,080

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Note 10. Stock-Based Compensation

Stock Awards

The Company has granted time-based and performance-based stock options, time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“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 option activity under the Company’s equity incentive plans during the nine months ended March 31, 2022 was as follows:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of June 30, 2021		14,684,809		$	10.11		7.3	$	262,762
Granted		104,390			32.22
Exercised		(1,303,457	)		6.19
Forfeited		(389,958	)		14.88
Outstanding as of March 31, 2022		13,095,784		$	10.53		6.8	$	177,923
Vested and exercisable as of March 31, 2022		9,230,181		$	8.23		6.0	$	145,747
Unvested and early exercised as of March 31, 2022		150,000		$	14.77
Vested and expected to vest as of March 31, 2022		13,245,784		$	10.58		6.8	$	179,309

The weighted-average grant date fair value of options granted during the nine months ended March 31, 2022 was $12.61. The total intrinsic value of options exercised during the nine months ended March 31, 2022 was $25.0 million. The proceeds from option exercises totaled $8.1 million during the nine months ended March 31, 2022.

Performance stock unit activity during the nine months ended March 31, 2022 was as follows:

	Stock Awards Outstanding			Weighted- Average Grant Date Fair Value
Balance as of June 30, 2021		3,950,000		$	26.00
Granted		193,444			35.85
Vested		(415,400	)		26.74
Forfeited		(54,784	)		27.06
Balance as of March 31, 2022		3,673,260		$	26.42

Restricted stock unit activity during the nine months ended March 31, 2022 was as follows:

	Stock Awards Outstanding			Weighted- Average Grant Date Fair Value
Balance as of June 30, 2021		46,150		$	26.00
Granted		993,716			31.50
Vested		(60,724	)		37.27
Forfeited		(71,961	)		36.02
Balance as of March 31, 2022		907,181		$	30.48

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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 March 31,				Nine Months Ended March 31,
	2022		2021		2022		2021
Cost of revenues
Cost of SaaS and support	$	359	$	66	$	882	$	188
Cost of professional services		869		198		2,284		639
Research and development		5,136		941		13,771		3,019
Sales and marketing		7,330		997		20,687		3,828
General and administrative		9,133		1,196		24,671		5,055
Total stock-based compensation	$	22,827	$	3,398	$	62,295	$	12,729

During the nine months ended March 31, 2021, the Company also recognized additional stock-based compensation expense of $0.5 million relating to the buy-back of shares of common stock, which represents the excess between the repurchase price and the fair value of common stock at the date of repurchase.

As of March 31, 2022, there was a total of $105.3 million in unrecognized compensation cost related to unvested stock-based awards granted, which is expected to be recognized over the weighted-average period of approximately 2.3 years.

The calculated fair value of stock option grants was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:

	Nine Months Ended March 31,
	2022			2021
Expected dividend yield		0	%		0	%
Risk-free interest rate		0.9	%		0.4	%
Expected volatility		40	%		38	%
Expected life (in years)		6			6

Employee Stock Purchase Plan

In June 2021, the Board of Directors adopted and shareholders approved the 2021 Employee Stock Purchase Plan ("ESPP"), which became effective as of June 29, 2021. The ESPP initially reserved 1,466,996 shares of the Company’s common stock for future issuance to participating employees. The initial offering period for the ESPP began on December 16, 2021 and will end on November 30, 2023. The first purchase date will be on May 31, 2022, followed by three more purchase dates in six-month intervals thereafter during this initial offering period. 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. As of March 31, 2022, 0 shares have been purchased under the ESPP.

The fair value of ESPP shares was estimated using the Black-Scholes option valuation model with the following weighted-average assumptions:

	Nine Months Ended
	March 31, 2022
Expected dividend yield		0	%
Risk-free interest rate		0.4	%
Expected volatility		39	%
Expected life (in years)		1.2

As of March 31, 2022, total unrecognized compensation expense related to the ESPP was $1.8 million. That cost is expected to be recognized over the remaining term of the initial offering period of 1.7 years.

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Note 11. 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 and nine months ended March 31, 2022 and 2021.

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 2017 through 2021.

Note 12. Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except per share data):

	Three Months Ended March 31,						Nine Months Ended March 31,
	2022			2021			2022			2021
Numerator:
Net loss	$	(28,736	)	$	(10,117	)	$	(78,091	)	$	(30,854	)
Less: cumulative dividends allocated to preferred stockholders		0			(3,881	)		0			(11,581	)
Net loss attributable to common stockholders	$	(28,736	)	$	(13,998	)	$	(78,091	)	$	(42,435	)
Denominator:
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted		61,564			28,741			60,868			27,588
Net loss per share attributable to common stockholders
Basic and diluted	$	(0.47	)	$	(0.49	)	$	(1.28	)	$	(1.54	)

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 Company excluded the following potential shares of common stock from the calculation of diluted net loss per share attributable to common stockholders because their effect would be anti-dilutive:

	As of March 31,
	2022		2021
Convertible preferred stock (on an if-converted basis)		0		19,034,437
Outstanding stock options to purchase common stock		13,095,784		13,637,676
Unvested performance stock units and restricted stock units		4,580,441		0
Shares issuable under employee stock purchase plan		41,298		0
Total		17,717,523		32,672,113

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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 Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed with the SEC on September 15, 2021. 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 “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

Intapp is a leading provider of industry-specific, cloud-based software solutions for the professional and financial services industry globally. We empower the world’s premier private capital, investment banking, legal, accounting, and consulting firms with the technology they need to meet rapidly changing client, investor, and regulatory requirements, deliver the right insights to the right professionals, and operate more competitively.

Our Intapp Platform is purpose-built to modernize these firms. The platform facilitates greater team collaboration, digitizes complex workflows to optimize deal and engagement execution, and leverages proprietary AI to help nurture relationships and originate new business. By better connecting their most important assets—people, processes, and data—our platform helps firms increase client fees and investment returns, operate more efficiently, and better manage risk and compliance.

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 enterprise sales model, which targets clients based on end market, geography, firm size, and business need. Historically, most of our clients hosted our software on-premise. However, as we saw the potential for the cloud to impact the professional and financial services industries, we invested in developing a multi-tenant cloud version of our platform and launched our initial software-as-a-service (“SaaS”) solutions in 2017. We recognize revenues from SaaS subscriptions ratably over the term of the contract, while we recognize revenues from the license component of on-premise subscriptions upfront and the support component of such subscriptions ratably over the support term. We generally price our subscriptions based on the modules deployed as well as the number of users adopting our solution.

We expect the vast majority of our new ARR growth in the future to be from the sale of SaaS subscriptions.

We generate a majority of our non-recurring revenues from professional services. Our clients utilize these services to configure and implement one or more modules of the Intapp Platform, integrate those modules with the existing platform and with other core systems in their IT environment, upgrade their existing deployment, and provide training for their employees. Other professional services include strategic consulting and advisory work, which are generally provided on a standalone basis.

Factors affecting our performance

Market adoption of our cloud platform. Our future growth depends on our ability to win new professional and financial services clients and expand within our existing client base, primarily through the continued acceptance of our cloud business. Our cloud business has historically grown faster than our overall business, and represents an increasing proportion of our ARR. 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 professional and financial services firms to embrace the Intapp Platform over point solutions, internally developed solutions, and horizontal solutions.

Net Revenue Retention. We measure our ability to grow and retain ARR from existing clients using a metric we refer to as net revenue retention. We calculate this by starting with the ARR from the cohort of all clients as of the twelve months prior to the applicable fiscal period, or prior period ARR. We then calculate the ARR from these same clients as of the current fiscal period, or current period ARR. We then divide the current period ARR by the prior period ARR to calculate the net revenue retention.

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This metric accounts for changes in our recurring revenue base from cross-sell (additional solution capabilities sold), upsell (additional seats sold), price changes, and client attrition (including contraction of solution capabilities, contraction of seats and client churn). We have averaged a net revenue retention rate of 110% or greater in each of the twelve-month periods ended March 31, 2022 and 2021 due to a steady increase in client adoption of our platform’s capabilities and a low level of client attrition. However, 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 increase investment in sales and marketing to broaden our reach with new clients in the United States and abroad and deepen our penetration with existing clients. We are continuing to increase our general and administrative spending to support our growing operational needs as a public company. With our revenue growth objectives, we expect to continue to make such investments for the foreseeable future.

We have a track record of successfully identifying and integrating complementary businesses within the professional and financial services industry. 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.

COVID-19 expenses. In March 2020, in response to the COVID-19 pandemic to ensure the safety of our employees, we implemented a global work from home policy and suspended international and domestic travel. We began easing these restrictions as we entered fiscal year 2022, including by re-opening offices and resuming some essential business travel and in-person marketing events. As a result, we have seen a small increase in travel-related and marketing expenses. In March 2022, we announced a broad return to office on a voluntary basis and in the long term, we expect to adopt a hybrid work model to allow flexibility for our employees. We continue to closely monitor the status of COVID-19 cases in the community to ensure the health and safety of our employees and clients and may reinstate travel and meeting restrictions from time to time in response to future COVID surges.

Business Impact of Russia’s Invasion of Ukraine. In March 2022, in response to Russia’s invasion of Ukraine, we implemented contingency plans to ensure the safety of personnel and continuity of our contract research and development activity located in Ukraine, Russia and Belarus, including relocation of certain resources to other geographic locations and transitioning work previously performed by such teams to other teams outside of the conflict zone in the European Union, U.K. and Americas. We have officially ended all work performed by our contract resources in Russia and expect all work performed in Belarus to cease by May 31, 2022. As a result, we expect a minor increase in research and development expenses due to increased labor rates pertaining to contract resources and relocation costs in connection with such resources, from Ukraine, Russia, and Belarus, to other jurisdictions and backfilling positions in other jurisdictions for those not willing or able to relocate. Any such increase is expected to be offset in part by cost reductions in future discretionary spending.

Key business metrics

We review a number of operating and financial metrics, including the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

Annual recurring revenues (“ARR”)

ARR represents the annualized recurring value of all active SaaS and on-premise subscription contracts at the end of a reporting period. Contracts with a term other than one year are annualized by taking the committed contract value for the current period divided by number of days in that period then multiplying by 365. As a metric, ARR mitigates fluctuations in revenue recognition due to certain factors, including contract term and the sales mix of SaaS contracts and subscription licenses. ARR does not have any standardized meaning and may not be comparable to similarly titled measures presented by other companies. 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 $253.5 million and $201.0 million as of March 31, 2022 and 2021, respectively, an increase of 26%.

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 $147.8 million and $99.2 million as of March 31, 2022 and 2021, respectively, an increase of 49%, and represented 58% and 49% of ARR as of March 31, 2022 and 2021, respectively.

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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 March 31, 2022, we had more than 2,050 clients. No single client represented more than 10% of total revenues for the three and nine months ended March 31, 2022 and 2021.

Our client base includes some of the largest and most reputable professional and financial services 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 professional and financial services clients. As of March 31, 2022 and 2021, we had 484 and 408 clients, respectively, with contracts greater than $100,000 of ARR.

Components of Our Results of Operations

Revenues

We generate recurring revenues from the sale of our SaaS solutions, subscriptions to our term software applications, and from providing support for those applications. We generate non-recurring revenues primarily by delivering professional services for the configuration, implementation and upgrade of our solutions. Our recurring revenues accounted for 87% and 89% of our total revenues during the nine months ended March 31, 2022 and 2021, respectively.

SaaS and support

We recognize revenues from our SaaS solutions ratably over the term of the contract beginning once the SaaS environment is provisioned and made available to clients. The initial term of our SaaS contracts is generally one to three years in duration.

Support revenues consist of non-cancelable support which is included with our subscription licenses and entitles clients to receive technical support and software updates, on a when and if available basis. We recognize revenues for support ratably over the term of the support contract which corresponds to the underlying subscription license agreement. We expect to continue to generate a relatively consistent stream of revenues from support services we provide to our existing subscription license clients. However, over time as we focus on new sales of our SaaS solutions and encourage existing subscription license clients to migrate to SaaS solutions, we expect revenues from support to decrease as a percentage of total revenues.

Subscription license

Our subscription licenses provide the client with the right to functional intellectual property and are distinct performance obligations as the client can benefit from the subscription licenses on their own. The transaction price allocated to subscription license arrangements is recognized as revenues at a point in time when control is transferred to the client, which generally occurs at the time of delivery for a new contract or commencement of the renewal term for renewals. Subscription license fees are generally payable in advance on an annual basis over the term of the license arrangement, which is typically noncancelable.

Professional services

Our professional services primarily consist of implementation, configuration and upgrade services provided to clients. These engagements are billed to clients either on a time and materials or milestone basis; revenues are recognized as invoiced or in proportion to the work performed, respectively. We expect the demand for our professional services to increase due to client growth and the need for implementation, upgrade, and migration services for new and existing clients. This demand will be affected by the mix of professional services that are provided by us versus provided by our third-party implementation partners. Our professional services are currently loss making (after allocated overhead for facilities and IT) and accounted for 13% and 11% of our total revenues during the nine months ended March 31, 2022 and 2021, respectively.

Cost of revenues

Our cost of revenues consists primarily of expenses related to providing SaaS subscription, support and professional services to our clients, including personnel costs (salaries, bonuses, benefits, and stock-based compensation) and related expenses for client support and services personnel, as well as cloud infrastructure costs, third-party expenses, depreciation of fixed assets, amortization of capitalized internal-use software costs and acquired intangible assets, and allocated overhead. We do not have any cost of revenues related to our subscription licenses. We expect our cost of revenues to increase in absolute dollars as we expand our SaaS client base over time as this will result in increased cloud infrastructure costs and increased costs for additional personnel to provide technical support services to our growing client base.

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Cost of SaaS and support

Our cost of SaaS and support revenues comprises the direct costs to deliver and support our products, including salaries, bonus, benefits, stock-based compensation, as well as allocated overhead for facilities and IT, third-party hosting fees related to cloud services, amortization of capitalized internal-use software development costs and amortization of acquired intangible assets.

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 salaries, benefits, stock-based compensation, and allocated overhead for facilities and IT. We expect the cost of professional services revenues to increase in absolute dollars as we continue to hire personnel to provide implementation, upgrade and migration services to our growing client base.

Operating expenses

Research and development expense

Our research and development expenses comprise costs associated with the development of our software products for sale. The major components of research and development costs include salaries and employee benefits, costs of third-party services, and allocations of various overhead and occupancy 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. As noted above, we also expect a minor increase in research and development expenses in connection with the relocation of contract resources primarily from Russia and Belarus to other geographic locations and transitioning work previously performed by such teams to other teams outside of the conflict zone in the European Union, U.K. and Americas.

Sales and marketing expense

Our sales and marketing expenses consist primarily of costs incurred for personnel-related costs for our sales and marketing employees as well as commission payments to our sales employees, costs of marketing events and online advertising, allocations of various overhead and occupancy 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 benefit. In the medium-term, we expect to see an increase in sales and marketing expense as we continue to expand our direct sales force to take advantage of opportunities for growth and resume in-person meetings, conferences, and attendance at trade shows as the COVID-19 pandemic wanes.

General and administrative expense

Our general and administrative expenses consist primarily of personnel-related costs as well as professional services and facilities costs related to our executive, finance, human resources, information technology and legal functions. Being a new public company, we expect to incur significant additional accounting and legal costs related to compliance with rules and regulations enacted by the SEC, including the additional costs of achieving and maintaining compliance with the Sarbanes-Oxley Act, as well as additional insurance, investor relations and other costs associated with being a public company.

Loss on debt extinguishment

Loss on debt extinguishment consists of the write-off of unamortized deferred financing costs upon the repayment of our debt obligations.

Interest expense

Interest expense, net primarily consists of the interest on our debt, which was repaid in full in July 2021.

Other income (expense), net

Other income (expense), net consists primarily of realized and unrealized foreign exchange gains and losses resulting from fluctuations in foreign currency exchange rates on monetary assets and liabilities denominated in currencies other than the U.S. dollar.

Income tax benefit (expense)

Our income tax provision 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 not more likely than not that the deferred tax assets will be realized.

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Results of Operations

The following tables set forth our results of operations for the periods presented, expressed in total dollar terms and as a percentage of total revenues (percentages may not add up due to rounding):

	Three Months Ended March 31,												Nine Months Ended March 31,
	2022						2021						2022						2021
	(in thousands, except for percentages)
Revenues:
SaaS and support	$	49,808		71		%	$	36,888		66		%	$	140,267		71		%	$	104,644		68		%
Subscription license		10,904		16				11,784		21				30,811		16				31,530		21
Total recurring revenues		60,712		87				48,672		87				171,078		87				136,174		89
Professional services		8,951		13				6,976		13				25,472		13				17,202		11
Total revenues		69,663		100				55,648		100				196,550		100				153,376		100
Cost of revenues:
SaaS and support		13,490		19				10,826		19				37,007		19				29,981		20
Total cost of recurring revenues		13,490		19				10,826		19				37,007		19				29,981		20
Professional services		12,510		18				8,795		16				34,922		18				24,050		16
Total cost of revenues		26,000		37				19,621		35				71,929		37				54,031		35
Gross profit		43,663		63				36,027		65				124,621		63				99,345		65
Operating expenses:
Research and development		20,425		29				13,036		23				54,781		28				37,136		24
Sales and marketing		28,759		41				16,407		29				81,244		41				47,217		31
General and administrative		23,175		33				10,729		19				65,222		33				28,310		18
Total operating expenses		72,359		104				40,172		72				201,247		102				112,663		73
Operating loss		(28,696	)	(41	)			(4,145	)	(7	)			(76,626	)	(39	)			(13,318	)	(9	)
Loss on debt extinguishment		—		—				—		—				(2,407	)	(1	)			—		—
Interest expense		(39	)	—				(5,850	)	(11	)			(236	)	—				(18,524	)	(12	)
Other income (expense), net		(272	)	—				(58	)	—				188		—				1,317		1
Net loss before income taxes		(29,007	)	(42	)			(10,053	)	(18	)			(79,081	)	(40	)			(30,525	)	(20	)
Income tax benefit (expense)		271		—				(64	)	—				990		1				(329	)	—
Net loss	$	(28,736	)	(41	)	%	$	(10,117	)	(18	)	%	$	(78,091	)	(40	)	%	$	(30,854	)	(20	)	%

Comparison of the Three and Nine Months Ended March 31, 2022 and 2021

Revenues

	Three Months Ended March 31,				Change						Nine Months Ended March 31,				Change
	2022		2021		Amount			%			2022		2021		Amount			%
	(in thousands, except for percentages)
Revenues:
SaaS and support	$	49,808	$	36,888	$	12,920			35	%	$	140,267	$	104,644	$	35,623			34	%
Subscription license		10,904		11,784		(880	)		(7	)%		30,811		31,530		(719	)		(2	)%
Total recurring revenues		60,712		48,672		12,040			25	%		171,078		136,174		34,904			26	%
Professional services		8,951		6,976		1,975			28	%		25,472		17,202		8,270			48	%
Total revenues	$	69,663	$	55,648	$	14,015			25	%	$	196,550	$	153,376	$	43,174			28	%

Recurring revenues

Recurring revenues from the sale of our SaaS solutions, from subscriptions to our term software solutions, and from providing support for these solutions increased by $12.0 million, or 25%, and $34.9 million, or 26%, respectively, in the three and nine months ended March 31, 2022 compared to the same periods in the prior year.

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Our SaaS and support revenues grew $12.9 million, or 35%, and $35.6 million, or 34%, respectively, in the three and nine months ended March 31, 2022 compared to the three and nine months ended March 31, 2021, due to sales to new clients and expansion of existing clients from both cross-selling and upselling sales motions. An increase in clients starting to migrate from using our on-premise solutions to our cloud solutions also contributed to the growth.

Subscription license revenues decreased by $0.9 million, or 7%, and decreased by $0.7 million, or 2%, respectively, in the three and nine months ended March 31, 2022 compared to the same periods in the prior year. This reflects our continued emphasis on selling new subscriptions as SaaS and migrating our existing on-premise clients to our SaaS solutions.

Professional services

Professional services revenues increased by $2.0 million, or 28%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021, and increased by $8.3 million, or 48%, for the nine months ended March 31, 2022 compared to the nine months ended March 31, 2021. The results for both the three and nine months ended March 31, 2022 reflect a recovery in demand for implementation, upgrade and migration services, which were adversely impacted by COVID-19 during the nine months ended March 31, 2021.

Cost of revenues and gross profit

	Three Months Ended March 31,						Change						Nine Months Ended March 31,						Change
	2022			2021			Amount			%			2022			2021			Amount			%
	(in thousands, except for percentages)												(in thousands, except for percentages)
Cost of revenues:
SaaS and support	$	13,490		$	10,826		$	2,664			25	%	$	37,007		$	29,981		$	7,026			23	%
Total cost of recurring revenues		13,490			10,826			2,664			25	%		37,007			29,981			7,026			23	%
Professional services		12,510			8,795			3,715			42	%		34,922			24,050			10,872			45	%
Total cost of revenues		26,000			19,621			6,379			33	%		71,929			54,031			17,898			33	%

Gross profit:
SaaS and support		36,318			26,062			10,256			39	%		103,260			74,663			28,597			38	%
Subscription license		10,904			11,784			(880	)		(7	)%		30,811			31,530			(719	)		(2	)%
Total gross profit - recurring revenues		47,222			37,846			9,376			25	%		134,071			106,193			27,878			26	%
Professional services		(3,559	)		(1,819	)		(1,740	)		96	%		(9,450	)		(6,848	)		(2,602	)		38	%
Gross profit	$	43,663		$	36,027		$	7,636			21	%	$	124,621		$	99,345		$	25,276			25	%

Cost of SaaS and support

Cost of SaaS and support revenues increased by $2.7 million, or 25%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. The increase can be attributed primarily to increases in personnel-related costs of $1.8 million due to increased headcount, amortization expense of $0.5 million relating to capitalized software development costs and intangible assets, and allocated overhead costs of $0.3 million mainly due to increased headcount.

Cost of SaaS and support revenues increased by $7.0 million, or 23%, for the nine months ended March 31, 2022 compared to the nine months ended March 31, 2021. The increase can be attributed primarily to increases in personnel-related costs of $2.7 million mainly due to annual pay raises and headcount increases, amortization expense of $1.6 million relating to capitalized software development costs and intangible assets, royalty expense of $1.5 million relating to third-party products, hosting costs of $0.8 million to support our growth as we scale our business and contractor costs of $0.3 million.

Cost of professional services

Cost of professional services revenues increased by $3.7 million, or 42%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily due to an increase in personnel-related costs by $2.2 million due to increased headcount, subcontractor costs of $0.8 million, and other allocated overhead costs of $0.6 million as we expanded our teams to provide implementation and migration services to our growing client base.

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Cost of professional services revenues increased by $10.9 million, or 45%, for the nine months ended March 31, 2022 compared to the nine months ended March 31, 2021, primarily due to an increase in personnel-related costs by $6.8 million due to annual raises and increased headcount, subcontractor costs of $2.3 million, and other allocated overhead costs of $1.6 million as we expanded our teams to provide implementation and migration services to our growing client base.

Gross profit

Gross profit increased by $7.6 million, or 21%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021, and increased by $25.3 million, or 25%, for the nine months ended March 31, 2022 compared to the nine months ended March 31, 2021, primarily driven by the growth in SaaS and support revenues, which was partially offset by increases in professional services costs as we invested in headcount to support our implementation, upgrade and migration services, and royalty expenses incurred on sales of third-party products.

Operating expenses

	Three Months Ended March 31,				Change					Nine Months Ended March 31,				Change
	2022		2021		Amount		%			2022		2021		Amount		%
	(in thousands, except for percentages)
Operating expenses:
Research and development	$	20,425	$	13,036	$	7,389		57	%	$	54,781	$	37,136	$	17,645		48	%
Sales and marketing		28,759		16,407		12,352		75	%		81,244		47,217		34,027		72	%
General and administrative		23,175		10,729		12,446		116	%		65,222		28,310		36,912		130	%
Total operating expenses	$	72,359	$	40,172	$	32,187		80	%	$	201,247	$	112,663	$	88,584		79	%

Research and development expense

Research and development expenses increased by $7.4 million, or 57%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. Stock-based compensation expense increased by $4.2 million, primarily due to an increase in stock awards granted combined with an increase in the grant date fair value of such awards. Personnel-related costs increased by $1.7 million due to increased headcount and relocation costs for subcontractors in Ukraine, Russia, and Belarus to other locations. Contractor costs and cloud hosting costs increased by $0.8 million and $0.5 million, respectively, due to incremental development activities relating to our cloud offerings. Allocated overhead costs increased by $0.2 million due to increased facility costs and headcount.

Research and development expenses increased by $17.6 million, or 48%, for the nine months ended March 31, 2022 compared to the nine months ended March 31, 2021. Stock-based compensation expense increased by $10.8 million, primarily due to an increase in stock awards granted combined with an increase in the grant date fair value of such awards. Personnel-related costs increased by $4.5 million due to increased headcount and pay increases. Contractor costs increased by $1.7 million due to incremental development activities related to our cloud offerings and relocation costs for subcontractors in Ukraine, Russia, and Belarus to other locations, partially offset by increased capitalized internal-use software costs of $1.0 million. Cloud hosting costs increased by $1.3 million due to increased usage in support of development activities.

Sales and marketing expense

Sales and marketing expenses increased by $12.4 million, or 75%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. Stock-based compensation expense increased by $6.3 million, primarily due to an increase in stock awards granted combined with an increase in the grant date fair value of such awards. Personnel-related costs increased by $4.2 million due to increased headcount, salary raises, and higher sales commissions driven by increased sales. Marketing expenses increased by $1.0 million due to marketing research, company events and a modest return to in-person activities resulting from the easing of Covid-related restrictions on travel. Allocated overhead costs increased by $0.5 million due to increased facility costs and headcount.

Sales and marketing expenses increased by $34.0 million, or 72%, for the nine months ended March 31, 2022 compared to the nine months ended March 31, 2021. Stock-based compensation expense increased by $16.9 million, primarily due to an increase in stock awards granted combined with an increase in the grant date fair value of such awards. Personnel-related costs increased by $12.5 million due to increased headcount, salary raises, and higher sales commissions driven by increased sales. Marketing expenses increased by $2.8 million due to marketing research, company events and a modest return to in-person activities resulting from the easing of Covid-related restrictions on travel and our IPO. Allocated overhead costs increased by $1.3 million due to increased headcount and overall costs to support the growth in our business. Amortization expense increased by $0.9 million relating to capitalized software development costs and intangible assets.

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General and administrative expense

General and administrative expenses increased by $12.4 million, or 116%, for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. The increase was primarily driven by personnel-related costs associated with being a public company. Stock-based compensation expense increased by $7.9 million mainly due to an increase in stock awards granted combined with an increase in the grant date fair value of such awards. Personnel-related costs increased by $2.3 million primarily due to increased headcount. Insurance expense increased by $1.4 million and third-party professional fees increased by $1.2 million, in each case largely due to costs associated with being a public company. These increases were partially offset by an increase of $1.3 million in costs allocated to other functions.

General and administrative expenses increased by $36.9 million, or 130%, for the nine months ended March 31, 2022 compared to the nine months ended March 31, 2021. The increase was primarily driven by personnel-related costs associated with being a public company. Stock-based compensation expense increased by $19.6 million mainly due to an increase in stock awards granted combined with an increase in the grant date fair value of such awards. Personnel-related costs increased by $6.9 million, primarily due to increased headcount and salary raises. Third-party professional fees increased by $5.1 million and insurance expense increased by $4.2 million, in each case largely due to costs associated with being a public company. Other costs increased by $3.9 million primarily due to increases recorded in the fair value of contingent consideration, the impact of a one-time rent credit which was received in the prior year and increased travel and company events. These increases were partially offset by an increase of $2.8 million in costs allocated to other functions.

Loss on debt extinguishment

	Three Months Ended March 31,				Change			Nine Months Ended March 31,					Change
	2022		2021		Amount		%	2022			2021		Amount			%
	(in thousands, except for percentages)							(in thousands, except for percentages)
Loss on debt extinguishment	$	—	$	—	$	—	*	$	(2,407	)	$	—	$	(2,407	)	*

*Not meaningful

Loss on debt extinguishment of $2.4 million during the nine months ended March 31, 2022 related to the write-off of unamortized deferred financing costs upon the full repayment of our debt under the Prior Credit Facility in July 2021.

Interest expense

	Three Months Ended March 31,						Change					Nine Months Ended March 31,						Change
	2022			2021			Amount		%			2022			2021			Amount		%
	(in thousands, except for percentages)
Interest expense	$	(39	)	$	(5,850	)	$	5,811		(99	)%	$	(236	)	$	(18,524	)	$	18,288		(99	)%

Interest expense decreased by $5.8 million in the three months ended March 31, 2022 compared to the three months ended March 31, 2021, and decreased by $18.3 million in the nine months ended March 31, 2022 compared to the nine months ended March 31, 2021. The decreases were mainly due to the full repayment of our debt under the Prior Credit Facility in July 2021.

Other income (expense), net

	Three Months Ended March 31,						Change						Nine Months Ended March 31,				Change
	2022			2021			Amount			%			2022		2021		Amount			%
	(in thousands, except for percentages)
Other income (expense), net	$	(272	)	$	(58	)	$	(214	)		369	%	$	188	$	1,317	$	(1,129	)		(86	)%

Other expense increased by $0.2 million in the three months ended March 31, 2022 compared to the three months ended March 31, 2021 primarily due to the impact of fluctuations in foreign currency rates on our cash, accounts receivable balances and contingent consideration relating to the acquisition of Repstor, denominated in British Pounds. We had foreign exchange losses during the three months ended March 31, 2022 compared to foreign exchange gains during the same period in the prior year.

Other income decreased by $1.1 million in the nine months ended March 31, 2022 compared to the nine months ended March 31, 2021 primarily due to a decrease in foreign exchange gains arising on our cash, accounts receivable balances and contingent consideration relating to the acquisition of Repstor, denominated in British Pounds.

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Income tax benefit (expense)

	Three Months Ended March 31,					Change					Nine Months Ended March 31,					Change
	2022		2021			Amount		%			2022		2021			Amount		%
	(in thousands, except for percentages)
Income tax benefit (expense)	$	271	$	(64	)	$	335		(523	)%	$	990	$	(329	)	$	1,319		(401	)%

Income tax benefit was $0.3 million and $1.0 million for the three and nine months ended March 31, 2022, respectively, compared to an income tax expense of $0.1 million and $0.3 million recorded during the three and nine months ended March 31, 2021, respectively. Our income tax benefit during the three and nine months ended March 31, 2022 was primarily attributable to income tax benefits in a number of foreign jurisdictions.

Liquidity and Capital Resources

Sources of liquidity

As of March 31, 2022, we had cash, cash equivalents, and restricted cash of $46.2 million. Prior to our IPO in July 2021, we financed our operations primarily through collections from clients, borrowings under our credit facility and the issuance of convertible preferred stock and common stock. We generally bill and collect from our clients annually in advance. Our billings are subject to seasonality, with billings in the second and fourth quarters substantially higher than in the first and third quarters.

We expect that 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 and restricted cash as of March 31, 2022, along with our JPMorgan Credit Facility described below, will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months.

In July 2021, we received net proceeds of $283.0 million upon the completion of our IPO. We used $278.0 million of the net proceeds from the offering to fully repay amounts outstanding under our Prior Credit Facility, consisting of $273.0 million outstanding under the term loan and $5.0 million outstanding under the revolving credit facility. The remainder of the proceeds was used in operations.

On October 5, 2021, we entered into a Credit Agreement 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. The Credit Agreement also provides that we 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 our election, at an annual rate of either (a) LIBOR 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. 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 our total net leverage ratio. As of March 31, 2022, no amounts have been borrowed under the JPMorgan Credit Facility.

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 indicated:

	Nine Months Ended March 31,
	2022			2021
	(in thousands)
Cash flow data:
Net cash provided by (used in) operating activities ⁽¹⁾	$	4,570		$	(2,077	)
Net cash used in investing activities		(3,333	)		(4,035	)
Net cash provided by financing activities		3,353			35,126
Effect of foreign currency exchange rate changes on cash and cash equivalents		160			874
Net increase in cash, cash equivalents and restricted cash	$	4,750		$	29,888

(1)	Includes debt-related cash interest payments of $6.0 million and $18.6 million during the nine months ended March 31, 2022 and 2021, respectively.

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Operating activities

During the nine months ended March 31, 2022, net cash provided by operating activities was $4.6 million, as our operating loss of $78.1 million was reduced by $82.7 million of adjustments. These adjustments consisted of $76.4 million of non-cash charges (principally comprising stock-based compensation expense, depreciation and amortization and loss on debt extinguishment), and net cash inflow of $6.3 million from net changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily driven by an increase in deferred revenues of $13.5 million due to our revenue growth, an increase in accounts payable and accrued liabilities of $2.1 million due to timing of payments, a decrease in prepaid expenses and other assets of $0.8 million primarily due to the timing of prepaid operating expenses and a decrease in our accounts receivable of $0.6 million due to the timing of client payments. These changes were partially offset by a decrease in other liabilities of $5.1 million primarily due to a decrease in our accrued interest as our debt under the Prior Credit Facility was repaid in full in July 2021, an increase in deferred commissions of $4.0 million due to timing of payments for sales commissions and an increase in unbilled receivables of $1.7 million due to the timing of invoicing our clients.

During the nine months ended March 31, 2021, net cash used in operating activities was $2.1 million, primarily resulting from our operating loss of $30.9 million, which was offset by $28.8 million of adjustments. These adjustments consisted of $23.0 million of non-cash charges (principally comprising stock-based compensation expense and depreciation and amortization), and net cash inflow of $5.8 million from net changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily driven by an increase in deferred revenues of $11.8 million due to our revenue growth, a decrease in unbilled receivables of $1.8 million due to the timing of invoicing our clients, and an increase in accounts payable and accrued liabilities of $0.9 million. These changes were partially offset by an increase in our accounts receivable of $5.0 million due to an increase in our billing and timing of client payments, an increase in deferred commissions of $2.2 million, and a decrease in other liabilities of $1.8 million due to timing of payments.

Investing activities

Net cash used in investing activities consists of purchases of property and equipment and capitalized internal-use software costs.

During the nine months ended March 31, 2022, net cash used in investing activities was $3.3 million, primarily consisting of capitalized internal-use software costs.

During the nine months ended March 31, 2021, net cash used in investing activities was $4.0 million, consisting of capital expenditures of $2.4 million on property and equipment consisting largely of leasehold improvements to our facilities in Charlotte, North Carolina and capitalization of internal-use software costs of $1.6 million.

Financing activities

During the nine months ended March 31, 2022, net cash provided by financing activities was $3.4 million, primarily comprised of $292.8 million in net proceeds from our IPO completed in July 2021 and $8.1 million of proceeds from stock option exercises, partially offset by $278.0 million used for the repayment of borrowings, $10.4 million of payment for contingent consideration related to the acquisition of Repstor, $4.4 million of payments related to deferred offering costs in connection with our IPO, $3.9 million of payments related to tax withholding for vested equity awards and $0.8 million of payments related to deferred financing costs.

During the nine months ended March 31, 2021, net cash provided by financing activities was $35.1 million, primarily comprised of $29.0 million from the issuance of common stock and $14.6 million proceeds from stock option exercises, partially offset by $5.0 million for the repayment of borrowings on our revolving line of credit, $1.9 million of payments for the repurchase of common stock and $1.6 million of payments for deferred offering costs in connection with our IPO.

Other

As of March 31, 2022, we are obligated to make certain earn-out payments in connection with the acquisition of Repstor for an amount up to $16.4 million if certain performance measures are achieved. The earn-out payments are expected to be paid in the first quarter of fiscal year 2023. We also are obligated to pay $2.0 million in the second quarter of fiscal year 2023 that was held back from the purchase consideration, subject to any outstanding indemnification claims. See Note 5 for a discussion of the fair value of liabilities recorded.

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Non-GAAP Financial Measures

We report our financial results in accordance with GAAP, however, management believes evaluating our ongoing operating results may be enhanced if investors have additional non-GAAP financial measures. Specifically, management reviews non-GAAP gross profit, non-GAAP recurring gross profit, and non-GAAP operating profit (loss), each of which is a non-GAAP financial measure, to manage our business, make planning decisions, evaluate our performance and allocate resources and, for the reasons described below, considers them to be useful indicators, for both management and investors, of our financial performance over time. These non-GAAP financial measures, which may be different than similarly-titled measures used by other companies, should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Non-GAAP gross profit

We define non-GAAP gross profit as GAAP gross profit before the portion related to cost of revenues of stock-based compensation expense and amortization of intangible assets. We believe non-GAAP gross profit provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of gross profit.

The following table provides a reconciliation of gross profit to non-GAAP gross profit (in thousands):

	Three Months Ended March 31,				Nine Months Ended March 31,
	2022		2021		2022		2021
Gross profit	$	43,663	$	36,027	$	124,621	$	99,345
Adjusted to exclude the following (as related to cost of revenues):
Stock-based compensation		1,228		264		3,166		827
Amortization of intangible assets		1,964		1,628		5,891		5,061
Non-GAAP gross profit	$	46,855	$	37,919	$	133,678	$	105,233

Non-GAAP recurring gross profit

We define non-GAAP recurring gross profit as GAAP total recurring revenues less GAAP total cost of recurring revenues adjusted for the portion of cost related to stock-based compensation expense and amortization of intangible assets. We believe non-GAAP recurring gross profit provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of recurring gross profit as management is focused on increasing sales associated with our recurring revenue stream.

The following table provides a reconciliation of recurring gross profit to non-GAAP recurring gross profit (in thousands):

	Three Months Ended March 31,				Nine Months Ended March 31,
	2022		2021		2022		2021
Total recurring revenues	$	60,712	$	48,672	$	171,078	$	136,174
Total cost of recurring revenues		13,490		10,826		37,007		29,981
Recurring gross profit		47,222		37,846		134,071		106,193
Adjusted to exclude the following (as related to cost of recurring revenues)
Stock-based compensation		359		66		882		188
Amortization of intangible assets		1,964		1,628		5,891		5,061
Non-GAAP recurring gross profit	$	49,545	$	39,540	$	140,844	$	111,442

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Non-GAAP operating profit (loss)

We define non-GAAP operating profit (loss) as GAAP operating loss excluding stock-based compensation expense, amortization of intangible assets, change in fair value of contingent consideration and acquisition-related transaction costs. We believe non-GAAP operating profit (loss) provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of GAAP operating loss.

The following table provides a reconciliation of GAAP operating loss to non-GAAP operating profit (loss) (in thousands):

	Three Months Ended March 31,						Nine Months Ended March 31,
	2022			2021			2022			2021
Operating loss	$	(28,696	)	$	(4,145	)	$	(76,626	)	$	(13,318	)
Adjusted to exclude the following (including the portion related to total cost of revenues):
Stock-based compensation		22,827			3,398			62,295			12,729
Amortization of intangible assets		3,518			2,621			10,137			8,038
Change in fair value of contingent consideration		—			—			727			—
Acquisition-related transaction costs		125			—			206			—
Non-GAAP operating profit (loss)	$	(2,226	)	$	1,874		$	(3,261	)	$	7,449

Contractual Obligations and Commitments

On July 12, 2021, we repaid in full amounts outstanding under our Prior Credit Facility, consisting of $273.0 million under the term loan and $5.0 million under the revolving credit facility. Unamortized financing costs of $2.4 million were recognized as a loss on debt extinguishment during the nine months ended March 31, 2022.

The acquisition of Repstor in June 2021 included contingent consideration of up to $27.7 million payable to the former shareholders of Repstor, based on the achievement of certain performance measures. We have paid $10.7 million of this contingent consideration during the three months ended March 31, 2022. The remaining earn-out payments of up to $16.4 million are expected to be paid in the first quarter of fiscal year 2023 if the performance measures are achieved. See Note 5 to our unaudited condensed consolidated financial statements for additional information.

In December 2021, we entered into an agreement with Microsoft, pursuant to which we are committed to spend a minimum of $114.7 million on cloud services and support fees over the agreement’s seven-year term. As of March 31, 2022, we had $114.5 million remaining on the commitment.

Indebtedness

As of June 30, 2021, we had an outstanding balance under our Prior Credit Facility of $273.0 million under a term loan and $5.0 million under the associated revolving credit facility. As noted above, this was fully repaid in July 2021, using proceeds from the IPO.

On October 5, 2021, we entered into a Credit Agreement 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. Future borrowings under the JPMorgan Credit Facility will bear interest, at our election, at an annual rate of either (a) LIBOR 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. 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 our total net leverage ratio. Subject to certain exceptions, our total net leverage ratio as of the end of each fiscal quarter may not exceed 3.50 to 1.00. We were in compliance with all of the covenants as of March 31, 2022.

As of March 31, 2022, no amounts have been borrowed under the JPMorgan Credit Facility.

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Off-Balance Sheet Arrangements

We did not have, during any of the periods presented, nor do we currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

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. The most 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 significant changes in our critical accounting policies or estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, filed with the SEC on September 15, 2021.

Recent Accounting Pronouncements

See Note 2 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.

Emerging Growth Company Status

In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We have elected to use this extended transition period to enable us to comply with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

We also intend to rely on certain other exemptions and reduced reporting requirements under the JOBS Act, including: not having to (1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act or (2) comply with any requirement that may be adopted by Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis.

We will remain an emerging growth company until the earlier of (1) the last day of fiscal year in which we have more than $1.07 billion in annual revenues; (2) the date we qualify as a “large accelerated filer,” which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of the most recently completed second fiscal quarter, and we have been required to file annual, quarterly and current reports under the Exchange Act for at least twelve months, and we have filed at least one annual report pursuant to the Exchange Act; (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; and (4) the last day of fiscal year ending after the fifth anniversary of our initial public offering.

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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, and inflation 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, except Rekoop Ltd., which uses the British Pound.

The majority of our 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 contingent consideration liability, accounts receivable, cash balances and other employee compensation related obligations denominated in British Pounds. If a hypothetical 10% change in the relative value of U.S. dollar to British Pound were to occur in the future, the resulting gain or loss would be immaterial on our operating results.

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 and nine months ended March 31, 2022 and 2021. Clients representing in excess of 10% of our accounts receivable balance at March 31, 2022 and June 30, 2021 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. Further, 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.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The information contained in Note 7. “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.

On February 11, 2021, Navatar Group, Inc. commenced an action in the United States District Court for the Southern District of New York captioned Navatar Group, Inc. v. DealCloud, Inc., 1:21-cv-01255. In its complaint, Navatar asserts false advertising and related claims, alleging that DealCloud, Inc., a subsidiary of the Company, has disseminated false and/or misleading statements about Navatar’s financial condition, current sales and sales staff levels. Navatar claims that it has lost customers and prospective customers to DealCloud as a result of the allegedly false statements. The Company believes that the allegations are without merit and is vigorously defending the claim.

Item 1A. Risk Factors

Except as set forth below, 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, 2021, 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.

Russian military action against Ukraine and subsequent sanctions against Russia and Belarus have resulted in disruptions to some of our research and development resources, which could lead to interruptions in our development efforts or hamper our ability to maintain our solutions.

While initially confined to two eastern provinces and the Crimean peninsula, the conflict in Ukraine escalated significantly in February 2022 following Russia’s military action, which has caused disruption throughout Ukraine and has provoked strong reactions from countries around the world, including the imposition of financial and economic sanctions against Russia and Belarus. Prior to the escalation, a majority of our research and development had been conducted through our facilities based in Ukraine and our contractors’ facilities located in Belarus, Ukraine, and Russia. In addition to product development, our resources in the region also played a role in providing implementation services as well as support services for our solutions.

Since the onset of the active conflict in February 2022, we have transitioned and relocated, and expect to further transition and relocate most of our development and service functions and resources in the region to facilities and personnel in other geographic locations, including surrounding countries, but we cannot provide any assurance that such transition and/or relocation will be successful, efficient, or uninterrupted, which could negatively impact our research and development operations, adversely affect the timeliness of new product delivery or maintenance and upgrades to existing products and solutions, increase development and operational expenses due to increased labor rates and relocation costs, impact service delivery, or lead to periods of unavailability of our cloud solutions, any of which could harm our operations, financial conditions, sales, and growth prospects.

Any further escalation of the conflict in the region or extension of the conflict to surrounding countries, including armed conflict, cyber warfare or additional sanctions affecting the area, could lead to further instability, disrupt or delay communications with our resources there, disrupt or delay the flow of funds to support operations or render resources unavailable. Further, we cannot predict the impact of the military actions and any heightened military conflict or geopolitical instability that may follow, including additional sanctions or counter-sanctions, heightened inflation, cyber disruptions or attacks, higher energy costs, and supply chain disruptions. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K.

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If our solutions or third-party cloud providers experience data security breaches, and there is unauthorized access to our clients’ data, we may lose current or future clients, our reputation and business may be harmed, and we may be subject to a risk of loss or liability.

Our clients and potential clients in the professional and financial services industry typically maintain and have access to highly confidential information. If our security measures are breached or unauthorized access to client data is otherwise obtained, our solutions may be perceived as not being secure; clients, especially those in the professional and financial services industry, may reduce the use of or stop using our solutions, and we may incur significant liabilities. Our solutions involve the storage and transmission of data, in some cases to third-party cloud providers, which may include personal data, and security breaches, including at third-party cloud providers, could result in the loss of this information, which in turn could result in litigation, breach of contract claims, indemnity obligations, reputational damage and other liability for our company. Despite the measures that we have or may take, our infrastructure will be potentially vulnerable to physical or electronic break-ins, computer viruses or similar problems, and in the case of third-party cloud providers, may be outside of our control. In addition, geopolitical tensions or conflicts, such as Russia’s invasion of Ukraine, may create a heightened risk of cyberattacks. If a person circumvents our security measures, that person could misappropriate proprietary information or disrupt or damage our operations. Security breaches that result in access to confidential information could damage our reputation and subject us to a risk of loss or liability. We may be required to make significant expenditures to protect against or remediate security breaches. Additionally, if we are unable to adequately address our clients’ concerns about security, we will have difficulty selling our solutions.

We rely on third-party technology and systems for a variety of services, including, without limitation, third-party cloud providers to host our websites and web-based services, encryption and authentication technology, employee email, content delivery to clients, back-office support and other functions, and the ability to prevent breaches of any of these systems may be beyond our control. Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Although we have developed systems and processes that are designed to protect client information and prevent data loss and other security breaches, including systems and processes designed to reduce the impact of a security breach at a third-party vendor, such measures cannot provide absolute security. In addition, we may have to introduce such protective systems and processes to acquired companies, who may not correctly implement them at first or at all. Any or all of these issues could negatively impact our ability to attract new clients or to increase engagement by existing clients, could cause existing clients to elect not to renew their subscription arrangements or term licenses, or could subject us to third-party lawsuits, regulatory fines or other action or liability, thereby adversely affecting our results of operations. Our risks are likely to increase as we continue to expand our platform, grow our client base, and process, store, and transmit increasingly large amounts of proprietary and sensitive data.

Our international sales and operations subject us to additional risks that can adversely affect our business, results of operations and financial condition.

We sell our solutions to clients located outside the United States, and we are continuing to expand our international operations as part of our growth strategy. Our current international operations and our plans to expand our international operations subject us to a variety of risks, including:

•

increased management, travel, infrastructure, and legal compliance costs associated with having multiple international operations;

•

unique terms and conditions in contract negotiations imposed by clients in foreign countries;

•

longer payment cycles and difficulties in enforcing contracts and collecting accounts receivable;

•

the need to localize our solutions for international clients;

•

lack of familiarity with and unexpected changes in foreign regulatory requirements;

•

increased exposure to fluctuations in currency exchange rates;

•

highly inflationary international economies;

•

the burdens and costs of complying with a wide variety of foreign laws and legal standards, including the General Data Protection Regulation in the European Union;

•

compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act and other anti-corruption regulations, particularly in emerging market countries;

•

compliance by international staff with accounting practices generally accepted in the United States, including adherence to our accounting policies and internal controls;

•

import and export license requirements, tariffs, trade agreements, taxes, and other trade barriers;

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•

increased financial accounting and reporting burdens and complexities;

•

weaker protection of intellectual property rights in some countries;

•

multiple and possibly overlapping tax regimes;

•

the application of the respective local laws and regulations to our business in each of the jurisdictions in which we operate and associated legal expenses;

•

government sanctions that may interfere with our ability to sell into particular countries;

•

disruption to our operations caused by epidemics or pandemics, such as COVID-19; and

•

political, social, and economic instability abroad, including Russia’s invasion of Ukraine, terrorist attacks, and security concerns in general.

Additionally, we engage through third parties a significant number of independent contractors abroad in our research and development efforts. Changes to foreign laws governing the definition or classification of such independent contractors, or judicial decisions regarding independent contractor classification could result in re-classification of such contractors as employees. Such reclassification could have an adverse effect on our business and results of operations, could require us to pay significant retroactive wages, taxes and penalties, and could force us to change our contractor business model in the foreign jurisdictions affected.

As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. Any of these risks could harm our international operations and reduce our international sales, adversely affecting our business, results of operations, financial condition, and growth prospects.

The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.

Even if an active trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. The market price of our common stock may fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

•

variations in our quarterly or annual operating results;

•

our ability to attract new clients in both domestic and international markets, and our ability expand the solutions provided to existing clients;

•

the timing of our clients’ buying decisions and reductions in our clients’ budgets for IT purchases and delays in their purchasing cycles, particularly in light of recent adverse global economic conditions;

•

changes in our earnings estimates (if provided) or differences between our actual financial and operating results and those expected by investors and analysts;

•

the contents of published research reports about us or our industry or the failure of securities analysts to cover our common stock;

•

additions to, or departures of, key management personnel;

•

any increased indebtedness we may incur in the future;

•

announcements and public filings by us or others and developments affecting us;

•

actions by institutional stockholders;

•

litigation and governmental investigations;

•

operating and stock performance of other companies that investors deem comparable to us (and changes in their market valuations) and overall performance of the equity markets;

•

speculation or reports by the press or investment community with respect to us or our industry in general;

•

increases in market interest rates that may lead purchasers of our shares to demand a higher yield;

•

announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic relationships, joint ventures or capital commitments;

•

announcements or actions taken by Anderson or Great Hill as our principal stockholders;

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•

sales of substantial amounts of our common stock by Anderson, Great Hill or other significant stockholders or our insiders, or the expectation that such sales might occur;

•

volatility, inflation, or economic downturns in the markets in which we, our clients and our partners are located caused by pandemics, including the COVID-19 pandemic, and related policies and restrictions undertaken to contain the spread of such pandemics or potential pandemics; and

•

general market, political and economic conditions, including inflation, in the professional and financial services industry in particular, including any such conditions and local conditions in the markets in which any of our clients are located.

These broad market and industry factors may decrease the market price of our common stock, regardless of our actual operating performance. The stock market in general has from time to time experienced extreme price and volume fluctuations, including in recent months. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

None.

Use of Proceeds from our IPO

On July 2, 2021, we completed our initial public offering, in which we sold 10,500,000 shares of our common stock to the public at a price of $26.00 per share. Additionally, on July 8, 2021, we sold an additional 1,575,000 shares of our common stock, pursuant to the underwriters’ exercise in full of the over-allotment option that was granted to the underwriters in connection with our initial public offering, for an aggregate of 12,075,000 shares of our common stock sold in our initial public offering. The offer and sale of the shares of our common stock in our initial public offering were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-256812) which was declared effective by the SEC on June 29, 2021.

The aggregate offering price for the shares sold in the offering was $314.0 million. We received net proceeds of $283.0 million after deducting underwriters’ discounts and commissions and offering expenses of $31.0 million. We used $278.0 million of the net proceeds from the offering to fully repay outstanding borrowings under the Prior Credit Facility. As of March 31, 2022, we have used all of the net proceeds from the IPO for the purposes described in our final prospectus dated June 29, 2021 and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 1, 2021.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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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.

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.

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.

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.

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

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 13, 2022	By:	/s/ John Hall
		John Hall
		Chief Executive Officer (Principal Executive Officer)

Date: May 13, 2022	By:	/s/ Stephen Robertson
		Stephen Robertson
		Chief Financial Officer (Principal Financial Officer)

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. sophomore Avg

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company