Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________ FORM 10-Q _________________________________________ ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ For the transition period from to Commission File Number 001-35077 ________________________________ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________ FORM 10-Q _________________________________________ ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ For the transition period from to Commission File Number 001-35077 ________________________________ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________ FORM 10-Q _________________________________________ ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ For the transition period from to Commission File Number 001-35077 ________________________________ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________ FORM 10-Q _________________________________________ ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ For the transition period from to Commission File Number 001-35077 ________________________________ ...

[Part I - Financial Information](index=3&type=section&id=Part%20I%20-%20Financial%20Information) This section presents the company's financial statements, management's discussion and analysis, market risk disclosures, and internal controls [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The financial statements for the period ended June 30, 2025, show a 16.0% year-over-year revenue increase to $811.1 million for the second quarter, driven by growth in both Screening and Precision Oncology, with a significantly narrowed net loss [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets were $5.80 billion, a slight decrease from year-end 2024, while total liabilities decreased to $3.33 billion, largely due to convertible notes settlement Condensed Consolidated Balance Sheets (in thousands) | Balance Sheet Item | June 30, 2025 ($ thousands) | December 31, 2024 ($ thousands) | | :--- | :--- | :--- | | **Total Current Assets** | 1,507,859 | 1,571,423 | | Cash and cash equivalents | 657,099 | 600,889 | | Marketable securities | 201,336 | 437,137 | | **Total Assets** | **5,797,365** | **5,928,139** | | **Total Current Liabilities** | 521,933 | 732,187 | | Convertible notes, net, current portion | — | 249,153 | | **Total Liabilities** | **3,327,951** | **3,525,890** | | **Total Stockholders' Equity** | **2,469,414** | **2,402,249** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, revenue grew 16.0% to $811.1 million, with a significantly reduced net loss of $1.2 million, while six-month revenue increased 13.5% to $1.52 billion Condensed Consolidated Statements of Operations - Q2 (in thousands, except EPS) | Metric (in thousands, except EPS) | Q2 2025 | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | $811,085 | $699,264 | +16.0% | | **Gross Profit** | $562,453 | $488,316 | +15.2% | | **Loss from Operations** | $(2,148) | $(26,257) | +91.8% | | **Net Loss** | $(1,185) | $(15,808) | +92.5% | | **Net Loss Per Share** | $(0.01) | $(0.09) | +88.9% | Condensed Consolidated Statements of Operations - H1 (in thousands, except EPS) | Metric (in thousands, except EPS) | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | | **Revenue** | $1,517,870 | $1,336,788 | +13.5% | | **Gross Profit** | $1,063,000 | $934,639 | +13.7% | | **Loss from Operations** | $(98,158) | $(132,949) | +26.2% | | **Net Loss** | $(102,400) | $(126,036) | +18.8% | | **Net Loss Per Share** | $(0.55) | $(0.69) | +20.3% | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the first six months of 2025, net cash provided by operating activities significantly improved to $119.8 million, with cash and cash equivalents increasing by $50.5 million Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $119,826 | $24,754 | | **Net cash provided by (used in) investing activities** | $190,458 | $(318,567) | | **Net cash provided by (used in) financing activities** | $(260,685) | $221,601 | | **Net increase (decrease) in cash** | $50,463 | $(73,658) | - The primary use of cash in financing activities was a **$249.2 million** payment for the settlement of convertible notes that matured in January 2025[23](index=23&type=chunk)[98](index=98&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, revenue recognition, debt, and collaborations, highlighting strong Screening revenue growth, convertible notes settlement, and a new collaboration with Freenome Revenue by Source (in thousands) | Revenue Source (in thousands) | Q2 2025 | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | | **Screening** | $628,481 | $531,606 | +18.2% | | **Precision Oncology** | $182,604 | $167,658 | +8.9% | | **Total Revenue** | **$811,085** | **$699,264** | **+16.0%** | - In January 2025, the company settled its 2025 Convertible Notes with a cash payment of **$250.4 million** upon maturity[98](index=98&type=chunk) - On July 22, 2025, the company initiated a restructuring plan expected to result in approximately **$30 million** in costs through 2026, primarily for employee termination and consulting fees[167](index=167&type=chunk) - On August 4, 2025, the company entered into a collaboration and license agreement with Freenome, involving a **$75.0 million** upfront payment and up to **$700.0 million** in potential milestone payments for developing and commercializing blood-based colorectal cancer screening tests[169](index=169&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q2 2025 revenue growth to increased Cologuard and Oncotype DX test volumes, with new product launches and a multi-year productivity plan targeting over $150 million in annual savings by 2026 - Key milestones in Q2 2025 include delivering over **1.3 million** test results, obtaining Medicare reimbursement for the Oncodetect MRD test, and entering an exclusive license agreement with Freenome for blood-based CRC screening[177](index=177&type=chunk) - The company launched its next-generation Cologuard Plus test in late March 2025 and its Oncodetect MRD test in April 2025, with plans to launch its Cancerguard multi-cancer early detection test in Q3 2025[182](index=182&type=chunk) - A multi-year productivity plan is expected to deliver over **$150 million** in annual savings by 2026, primarily from general and administrative efficiencies, with expected restructuring costs of **$105 million to $120 million** through 2026[189](index=189&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) Screening revenue grew 18.2% in Q2 2025 due to higher Cologuard test volume, while Precision Oncology revenue increased 8.9% driven by Oncotype DX adoption and sublicense revenue, with R&D expenses decreasing due to non-recurring items - The increase in Screening revenue was primarily due to a higher number of completed Cologuard tests, driven by increases in rescreen rates, care gap programs, and growth in new ordering providers[196](index=196&type=chunk) - Precision Oncology revenue growth was driven by an increase in Oncotype DX breast cancer tests, particularly in Japan, and recognition of **$7.5 million** in sublicense revenue[197](index=197&type=chunk) - Research and development expenses decreased by **10.1% YoY** for the quarter, primarily because Q2 2024 included a **$25.8 million** expense for a license agreement termination[202](index=202&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company held $657.1 million in cash and cash equivalents and $201.3 million in marketable securities, with a new undrawn $500.0 million revolving credit agreement, sufficient to fund operations for at least the next 12 months - The company had **$657.1 million** in cash and cash equivalents and **$201.3 million** in marketable securities as of June 30, 2025[214](index=214&type=chunk) - In January 2025, the company entered into a new **$500.0 million** senior secured revolving credit agreement, which was undrawn as of June 30, 2025[212](index=212&type=chunk) - A material cash requirement was met in January 2025 with a **$250.4 million** payment to settle the 2025 Notes upon maturity[221](index=221&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk exposures relate to interest rate risk on its cash, cash equivalents, and marketable securities, and foreign currency risk from its international operations, managed through conservative investment policies and forward contracts - Market risk is primarily confined to cash, cash equivalents, and marketable securities, which are invested in high-quality, investment-grade instruments[227](index=227&type=chunk) - The company uses foreign currency forward contracts to mitigate exchange rate risk, with open contracts having a notional value of **$50.8 million** as of June 30, 2025[231](index=231&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no significant changes in internal control over financial reporting during the quarter - The principal executive officer and principal financial officer concluded that as of June 30, 2025, the company's disclosure controls and procedures were effective[232](index=232&type=chunk) - No significant changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[233](index=233&type=chunk) [Part II - Other Information](index=47&type=section&id=Part%20II%20-%20Other%20Information) This section covers legal proceedings, risk factors, and other significant corporate events [Item 1. Legal Proceedings](index=47&type=section&id=Legal%20Proceedings) The company is involved in ongoing intellectual property litigation with Geneoscopy, Inc., concerning patent infringement and false advertising, with recent PTAB decisions impacting patent validity - The company is in a legal dispute with Geneoscopy, Inc. over alleged patent infringement of the '781 and '746 patents and violations of the Lanham Act[153](index=153&type=chunk) - On July 9, 2025, the Patent Trial and Appeals Board (PTAB) found all claims of the '781 Patent unpatentable, with a notice of appeal potentially filed by September 10, 2025[154](index=154&type=chunk) [Item 1A. Risk Factors](index=47&type=page&id=Item%201A.%20Risk%20Factors) The company faces key risks including reliance on strategic collaborations, dependence on single-source suppliers, and uncertainties from potential healthcare reforms and evolving reimbursement policies - The company relies on strategic collaborations, such as with Mayo and the new Freenome agreement, and faces risks if these agreements are not maintained or if anticipated benefits are not realized[237](index=237&type=chunk) - Dependence on single-source suppliers like Phillips-Medisize (Cologuard kits), Illumina (sequencing platforms), and Hamilton (lab equipment) poses a significant operational risk[240](index=240&type=chunk)[241](index=241&type=chunk) - Uncertainty related to healthcare reform, including legal challenges to the ACA and changes in Medicare reimbursement under PAMA, could adversely affect coverage and profitability[246](index=246&type=chunk)[247](index=247&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Not applicable [Item 3. Defaults Upon Senior Securities](index=50&type=section&id=Defaults%20Upon%20Senior%20Securities) Not applicable [Item 4. Mine Safety Disclosures](index=50&type=section&id=Mine%20Safety%20Disclosures) Not applicable [Item 5. Other Information](index=50&type=section&id=Other%20Information) This section details significant corporate events including a collaboration with Freenome, amendments to executive employment agreements, and a Board of Directors resignation - On August 4, 2025, the company entered into a Collaboration and License Agreement with Freenome to develop and commercialize blood-based CRC screening products, which includes a **$75 million** upfront payment and potential milestones[255](index=255&type=chunk) - On August 5, 2025, the company amended the employment agreements for executives Brian Baranick, Aaron Bloomer, Sarah Condella, and Jake Orville, modifying the acceleration of equity vesting upon certain termination events[259](index=259&type=chunk) - Daniel Levangie resigned from the Board of Directors on August 5, 2025, due to his retirement[261](index=261&type=chunk) [Item 6. Exhibits](index=52&type=section&id=Exhibits) This section lists the documents filed as part of the Form 10-Q, including amendments to employment agreements, certifications, and iXBRL data files

[PART I. Financial Information](index=1&type=section&id=PART%20I%2E%20Financial%20Information) [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201%2E%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive loss, stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, business operations, acquisitions, and other financial commitments for the periods ended June 30, 2025, and December 31, 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets highlight changes in assets, liabilities, and equity, reflecting shifts in cash, marketable securities, and the impact of litigation settlements - The significant increase in restricted cash to **$16.5 million** as of June 30, 2025, from zero at December 31, 2024, is due to securing an irrevocable standby letter of credit for a litigation settlement[7](index=7&type=chunk)[31](index=31&type=chunk) - Total assets decreased by **10.3%** primarily driven by a **23.4% decrease** in total current assets, largely due to reductions in cash and cash equivalents and current marketable securities, partially offset by an increase in non-current assets[7](index=7&type=chunk) Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change (Absolute) | Change (%) | | :-------------------------------- | :------------ | :---------------- | :---------------- | :--------- | | Cash and cash equivalents | $13,132 | $19,606 | $(6,474) | -33.0% | | Restricted cash | $16,500 | $— | $16,500 | N/A | | Current marketable securities | $25,853 | $63,071 | $(37,218) | -59.0% | | Total current assets | $82,127 | $107,280 | $(25,153) | -23.4% | | Total non-current assets | $45,502 | $35,065 | $10,437 | 29.8% | | Total assets | $127,629 | $142,345 | $(14,716) | -10.3% | | Total current liabilities | $38,610 | $34,488 | $4,122 | 12.0% | | Total liabilities | $48,041 | $42,262 | $5,779 | 13.7% | | Total stockholders' equity | $79,588 | $100,083 | $(20,495) | -20.5% | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations reveal a decrease in total revenue but a significant improvement in net loss, primarily due to reduced litigation and stock-based compensation expenses - Total revenue decreased by **19.5%** for the three months ended June 30, 2025, and **15.3%** for the six months ended June 30, 2025, primarily due to a significant decline in software license revenue, partially offset by growth in maintenance and service revenue[9](index=9&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk) - Net loss significantly improved by **75.5%** for the three months ended June 30, 2025, and **22.5%** for the six months ended June 30, 2025, largely driven by a substantial reduction in litigation settlement expenses and stock-based compensation compared to the prior year[9](index=9&type=chunk)[122](index=122&type=chunk)[127](index=127&type=chunk)[132](index=132&type=chunk) Condensed Consolidated Statements of Operations Highlights (in thousands, except per share) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (Absolute) | Change (%) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :-------------------------------- | :------------------------------- | :------------------------------- | :---------------- | :--------- | :----------------------------- | :----------------------------- | :---------------- | :--------- | | Software license revenue | $7,217 | $11,023 | $(3,806) | -34.5% | $17,226 | $23,281 | $(6,055) | -26.0% | | Maintenance and service revenue | $4,831 | $3,937 | $894 | 22.7% | $8,914 | $7,568 | $1,346 | 17.8% | | Total revenue | $12,048 | $14,960 | $(2,912) | -19.5% | $26,140 | $30,849 | $(4,709) | -15.3% | | Gross profit | $8,544 | $10,099 | $(1,555) | -15.4% | $19,620 | $24,015 | $(4,395) | -18.3% | | Operating loss | $(10,143) | $(37,789) | $27,646 | -73.1% | $(29,775) | $(35,401) | $5,626 | -15.9% | | Net loss | $(9,409) | $(38,388) | $28,979 | -75.5% | $(28,682) | $(37,010) | $8,328 | -22.5% | | Basic and diluted net loss per share | $(0.32) | $(1.55) | $1.23 | -79.4% | $(0.99) | $(1.65) | $0.66 | -40.0% | [Condensed Consolidated Statements of Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) The statements of comprehensive loss show a significant reduction in comprehensive loss, driven by improved net loss and positive foreign currency translation adjustments - Comprehensive loss significantly decreased by **77.6%** for the three months ended June 30, 2025, and **25.9%** for the six months ended June 30, 2025, primarily driven by the improved net loss and positive foreign currency translation adjustments[12](index=12&type=chunk) - Foreign currency translation adjustments shifted from a loss in 2024 to a gain in 2025, contributing positively to comprehensive income[12](index=12&type=chunk)[34](index=34&type=chunk) Condensed Consolidated Statements of Comprehensive Loss Highlights (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (Absolute) | Change (%) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :-------------------------------- | :------------------------------- | :------------------------------- | :---------------- | :--------- | :----------------------------- | :----------------------------- | :---------------- | :--------- | | Net loss | $(9,409) | $(38,388) | $28,979 | -75.5% | $(28,682) | $(37,010) | $8,328 | -22.5% | | Foreign currency translation adjustments | $820 | $(199) | $1,019 | -512.1% | $1,096 | $(384) | $1,480 | -385.4% | | Unrealized loss on marketable securities | $(51) | $— | $(51) | N/A | $(121) | $— | $(121) | N/A | | Comprehensive loss | $(8,640) | $(38,587) | $29,947 | -77.6% | $(27,707) | $(37,394) | $9,687 | -25.9% | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) The statements of stockholders' equity show a decrease in total equity, primarily due to accumulated deficit from net losses, partially offset by increased paid-in capital from stock issuances - Total stockholders' equity decreased by **20.5%** from December 31, 2024, to June 30, 2025, primarily due to the accumulated deficit increasing by **$28.7 million** from net losses, partially offset by an increase in additional paid-in capital from stock issuances[7](index=7&type=chunk)[16](index=16&type=chunk) - Additional paid-in capital increased by **$7.2 million**, driven by common stock issuances for a business combination (**$2.4 million**) and share-based award plans (**$0.4 million**), and stock-based compensation expense (**$5.0 million**) during the six months ended June 30, 2025[16](index=16&type=chunk) Condensed Consolidated Statements of Stockholders' Equity Highlights (in thousands, except shares) | Metric | June 30, 2025 | December 31, 2024 | Change (Absolute) | Change (%) | | :-------------------------- | :------------ | :---------------- | :---------------- | :--------- | | Common Stock Shares | 29,603,494 | 28,526,615 | 1,076,879 | 3.8% | | Additional Paid-in Capital | $137,572 | $130,360 | $7,212 | 5.5% | | Accumulated Deficit | $(56,694) | $(28,012) | $(28,682) | 102.4% | | Accumulated Other Comprehensive Loss | $(1,293) | $(2,268) | $975 | -43.0% | | Total Stockholders' Equity | $79,588 | $100,083 | $(20,495) | -20.5% | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The statements of cash flows indicate increased cash usage in operating activities, a shift to cash inflow from investing, and reduced cash from financing compared to the prior year - Net cash used in operating activities increased by **88.9%** to **$16.6 million** for the six months ended June 30, 2025, primarily due to the initial **$16.0 million** payment for a litigation settlement, partially offset by related party funding and changes in working capital[19](index=19&type=chunk)[174](index=174&type=chunk) - Investing activities shifted from a significant cash outflow of **$67.9 million** in 2024 to a cash inflow of **$27.8 million** in 2025, driven by maturities and sales of marketable securities, partially offset by business acquisitions[19](index=19&type=chunk)[175](index=175&type=chunk) - Financing activities saw a substantial decrease in cash provided, moving from **$106.4 million** in 2024 (due to IPO proceeds) to a net cash outflow of **$1.6 million** in 2025, reflecting payroll taxes and vendor financing payments[19](index=19&type=chunk)[176](index=176&type=chunk) Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (Absolute) | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :---------------- | :--------- | | Net cash used in operating activities | $(16,613) | $(8,794) | $(7,819) | 88.9% | | Net cash provided by (used in) investing activities | $27,817 | $(67,865) | $95,682 | -141.0% | | Net cash (used in) provided by financing activities | $(1,599) | $106,424 | $(108,023) | -101.5% | | Net increase in cash and cash equivalents and restricted cash | $10,026 | $29,853 | $(19,827) | -66.4% | | Cash and cash equivalents and restricted cash, end of period | $29,632 | $34,274 | $(4,642) | -13.5% | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's accounting policies, business operations, acquisitions, and other financial commitments [1. Description of Business](index=9&type=section&id=1%2E%20Description%20of%20Business) The company provides Technology Computer Aided Design (TCAD), Electronic Design Automation (EDA) software, and Semiconductor Intellectual Property (SIP) solutions - Silvaco Group, Inc. provides Technology Computer Aided Design (TCAD) software, Electronic Design Automation (EDA) software, and Semiconductor Intellectual Property (SIP) solutions[21](index=21&type=chunk) - The company's solutions help semiconductor and photonics companies increase productivity, accelerate time-to-market, and reduce development and manufacturing costs[21](index=21&type=chunk) - Target markets include display, power devices, automotive, memory, high-performance computing (HPC), internet of things (IoT), and 5G/6G mobile[21](index=21&type=chunk) [2. Summary of Significant Accounting and Reporting Policies](index=9&type=section&id=2%2E%20Summary%20of%20Significant%20Accounting%20and%20Reporting%20Policies) This section outlines the company's key accounting policies, including its status as an emerging growth company and details on customer concentration and restricted cash - The company is an emerging growth company and has elected to use the extended transition period for complying with new or revised accounting standards[25](index=25&type=chunk) - As of June 30, 2025, **$16.5 million** in restricted cash was held to secure an irrevocable standby letter of credit for a litigation settlement, classified as a current asset[31](index=31&type=chunk) - Foreign currency translation adjustments resulted in income of **$0.8 million** and **$1.1 million** for the three and six months ended June 30, 2025, respectively, compared to losses in the prior year periods[34](index=34&type=chunk) Customer Concentration (Accounts Receivable) | Customer | June 30, 2025 | December 31, 2024 | | :--------- | :------------ | :---------------- | | Customer A | 21% | * | | Customer B | 21% | * | | Customer C | 9% | * | | Customer D | * | 21% | | Customer E | * | 15% | Customer Concentration (Revenue) | Customer | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Customer B | 11% | * | * | * | | Customer F | * | 37% | * | 19% | [3. Revenue](index=11&type=section&id=3%2E%20Revenue) This section details the company's revenue recognition policies and future revenue expectations from remaining performance obligations - Revenue is primarily derived from software licensing (recognized upfront upon delivery) and maintenance and services (recognized ratably over the contract term)[40](index=40&type=chunk) - As of June 30, 2025, approximately **$36.4 million** of revenue is expected to be recognized from remaining performance obligations, with about **50%** expected within the next 12 months[43](index=43&type=chunk) - During the six months ended June 30, 2025, the Company recognized **$3.6 million** of revenue that was part of the deferred revenue balance as of December 31, 2024[45](index=45&type=chunk) [4. Acquisitions](index=13&type=section&id=4%2E%20Acquisitions) This section outlines recent business acquisitions, including the Cadence OPC Business and Tech-X Corporation, and their financial impact - On March 4, 2025, Silvaco acquired Cadence's Optical Proximity Correction (OPC) Business for **$11.5 million** in cash, enhancing its computational lithography solutions[46](index=46&type=chunk)[47](index=47&type=chunk) - On April 29, 2025, Silvaco acquired Tech-X Corporation for **$8.0 million**, consisting of **$3.9 million** cash, **457,666 shares** of common stock (**$2.4 million** fair value), and contingent consideration (**$1.7 million** estimated fair value)[53](index=53&type=chunk) OPC Business Acquisition: Assets Acquired (in thousands) | Asset Type | Fair Value | | :------------------ | :--------- | | Contract asset | $615 | | Developed Technology| $1,000 | | Customer Relationships | $4,990 | | Goodwill | $5,311 | | Deferred revenue | $(416) | | Net assets acquired | $11,500 | Tech-X Acquisition: Preliminary Fair Value of Assets Acquired (in thousands) | Asset Type | Fair Value | | :------------------ | :--------- | | Cash | $851 | | Accounts receivable | $749 | | Customer relationships | $1,730 | | Developed technology| $1,280 | | Tradename | $130 | | Goodwill | $4,355 | | Net assets acquired | $7,993 | [5. Goodwill and Intangible Assets](index=16&type=section&id=5%2E%20Goodwill%20and%20Intangible%20Assets) This section details changes in goodwill and intangible assets, including amortization expense and estimated future amortization - Goodwill increased by **$4.4 million** and **$9.7 million** during the three and six months ended June 30, 2025, respectively, due to the Tech-X and OPC Business acquisitions[61](index=61&type=chunk) Intangible Assets, Net (in thousands) | Intangible Asset | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Developed technology | $2,257 | $134 | | Customer relationships| $6,403 | $— | | Trade name | $119 | $— | | Licensed IP | $3,734 | $4,232 | | Total intangible assets | $12,514 | $4,369 | Amortization Expense by Function (in thousands) | Function | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of revenue | $249 | $249 | $498 | $249 | | Research and development | $71 | $47 | $122 | $117 | | General and administrative | $302 | $— | $364 | $— | | Total amortization expense | $622 | $296 | $984 | $366 | Estimated Future Amortization Expense (in thousands) | Year Ending December 31, | Amount | | :----------------------- | :----- | | Remainder of 2025 | $1,313 | | 2026 | $2,465 | | 2027 | $2,421 | | 2028 | $2,400 | | 2029 | $1,653 | | Thereafter | $2,262 | | Total net carrying value | $12,514| [6. Related Parties](index=17&type=section&id=6%2E%20Related%20Parties) This section details transactions and agreements with related parties, including lease agreements and the litigation settlement funding arrangement - The Company has commercial lease agreements with related parties controlled by Katherine Ngai-Pesic (founding principal stockholder and chairperson) for its corporate and international offices, incurring **$0.1 million** in rent expense for each of the three and six months ended June 30, 2025 and 2024[63](index=63&type=chunk)[64](index=64&type=chunk) - In May 2025, the Company and Co-Defendants (Ms. Ngai-Pesic and Iliya Pesic) agreed to a **$32.5 million** litigation settlement, with the Company bearing **75%** (**$24.4 million**) and Co-Defendants **25%** (**$8.1 million**); the Company made an initial **$16.0 million** payment, including **$6.0 million** funded by Co-Defendants[66](index=66&type=chunk) - As of June 30, 2025, the Company's remaining liability for the settlement is **$14.4 million**; the Company may assume an additional **$2.1 million** if Co-Defendants default[66](index=66&type=chunk) [7. Debt and Financing Obligations](index=18&type=section&id=7%2E%20Debt%20and%20Financing%20Obligations) This section outlines the company's debt and financing obligations, including the repayment of the East West Bank Loan, a vendor financing obligation, and the conversion of the Micron Note - The East West Bank Loan (**$5.0 million** facility) was repaid in full and terminated in May 2024, resulting in a **$0.1 million** loss on debt extinguishment[67](index=67&type=chunk) - A vendor financing obligation of **$3.1 million** as of June 30, 2025, arose from an amended license agreement with NXP Semiconductors, with an imputed interest rate of **9%**[68](index=68&type=chunk) - The **$5.0 million** Micron Note was converted into **294,217 shares** of common stock in May 2024 upon IPO, leading to a **$0.7 million** loss on debt extinguishment[69](index=69&type=chunk)[70](index=70&type=chunk) Vendor Financing Obligation Payments (in thousands) | Year Ending December 31, | Amount | | :----------------------- | :----- | | Remainder of 2025 | $— | | 2026 | $1,200 | | 2027 | $1,200 | | 2028 | $1,200 | | Total undiscounted cash flows | $3,600 | | Less: Imputed interest | $537 | | Present value | $3,063 | | Current portion | $1,114 | | Non-current portion | $1,949 | [8. Stock-Based Compensation](index=19&type=section&id=8%2E%20Stock-Based%20Compensation) This section details the company's stock incentive plans, RSU activity, and stock-based compensation expense by function - The 2024 Stock Incentive Plan superseded the 2014 Plan, with **2,414,426 shares** reserved for future issuance as of June 30, 2025[71](index=71&type=chunk) - The 2024 Employee Stock Purchase Plan (ESPP) allows employees to purchase common stock at **85%** of the lesser of the fair market value at the beginning or end of the offering period[73](index=73&type=chunk) - Total stock-based compensation expense decreased significantly to **$2.1 million** (Q2 2025) and **$4.4 million** (YTD 2025) from **$21.8 million** (Q2 & YTD 2024), primarily due to the IPO-related expense recognition in 2024[78](index=78&type=chunk) RSU Activity (Six Months Ended June 30, 2025) | Metric | Number of Awards | | :---------------------- | :--------------- | | Balance as of Dec 31, 2024 | 1,503,662 | | Granted | 2,264,061 | | Vested | (657,936) | | Forfeited / canceled | (214,389) | | Balance as of June 30, 2025 | 2,895,398 | Stock-Based Compensation Expense by Function (in thousands) | Function | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of revenue | $359 | $2,467 | $558 | $2,467 | | Research and development | $576 | $4,065 | $820 | $4,065 | | Sales and marketing | $411 | $3,552 | $734 | $3,552 | | General and administrative | $774 | $11,745 | $2,285 | $11,745 | | Total | $2,120 | $21,829 | $4,397 | $21,829 | [9. Income Taxes](index=20&type=section&id=9%2E%20Income%20Taxes) This section provides details on the company's income tax benefit/provision and effective tax rates, explaining the differences from the federal statutory rate - The company recorded an income tax benefit for both the three and six months ended June 30, 2025, compared to a provision in the prior year, with effective tax rates of **5%** and **1%** respectively[79](index=79&type=chunk) - The primary difference between the effective tax rate and the federal statutory rate is due to state income taxes, foreign income taxes, permanent differences, and a full valuation allowance against net deferred tax assets[80](index=80&type=chunk) Income Tax (Benefit) Provision (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax (benefit) provision | $(526) | $214 | $(313) | $1,019 | | Effective tax rate | 5% | (1)% | 1% | (3)% | [10. Segment Reporting](index=21&type=section&id=10%2E%20Segment%20Reporting) This section clarifies that the company operates as a single segment and how the chief operating decision maker reviews financial information - The Company operates as a single operating segment, focusing on TCAD, EDA, and design IP solutions for semiconductor design challenges[83](index=83&type=chunk) - The Chief Executive Officer, as the chief operating decision maker, reviews financial information on a consolidated basis for resource allocation and performance evaluation[83](index=83&type=chunk) Consolidated Net Loss Reconciliation (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenue | $12,048 | $14,960 | $26,140 | $30,849 | | Payroll expenses | $14,941 | $31,523 | $29,473 | $40,861 | | All other expenses, net | $6,516 | $21,825 | $25,349 | $26,998 | | Total expenses | $21,457 | $53,348 | $54,822 | $67,859 | | Net loss | $(9,409) | $(38,388) | $(28,682) | $(37,010) | [11. Commitments and Contingencies](index=21&type=section&id=11%2E%20Commitments%20and%20Contingencies) This section outlines the company's warranties, the Nangate litigation settlement, restricted cash for the settlement, and a BIS warning letter regarding export controls - The Company provides warranties on software licenses (up to **90 days**) and other tools (up to **one year**) but has not incurred related costs in the reported periods[86](index=86&type=chunk) - In May 2025, the Company and Co-Defendants settled the Nangate litigation for **$32.5 million**; the Company's share is **75%**, with a remaining liability of **$14.4 million** as of June 30, 2025[91](index=91&type=chunk) - Restricted cash of **$16.5 million** is held to secure a standby letter of credit for the Nangate settlement, expiring June 30, 2026[92](index=92&type=chunk) - In April 2025, BIS issued a warning letter regarding past potential violations of U.S. export control laws, reserving the right for future enforcement[93](index=93&type=chunk) [12. Fair Value of Financial Instruments](index=23&type=section&id=12%2E%20Fair%20Value%20of%20Financial%20Instruments) This section details the fair value measurements of financial instruments, including cash equivalents, marketable securities, and contingent consideration liabilities - Contingent consideration liabilities are valued using a discounted cash flow model and increased to **$1.7 million** as of June 30, 2025, primarily due to the Tech-X acquisition[96](index=96&type=chunk)[97](index=97&type=chunk) Fair Value Measurements as of June 30, 2025 (in thousands) | Financial Instrument | Carrying Value | Level 1 | Level 2 | Level 3 | | :------------------- | :------------- | :------ | :------ | :------ | | Cash equivalents: Money market funds | $6,149 | $6,149 | $— | $— | | Available-for-sale marketable securities: U.S. government agencies securities | $25,853 | $— | $25,853 | $— | | Total Financial Assets | $32,002 | $6,149 | $25,853 | $— | | Liabilities: Contingent consideration | $1,699 | $— | $— | $1,699 | | Total Financial Liabilities | $1,699 | $— | $— | $1,699 | Changes in Contingent Consideration Liability (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------ | :----------------------------- | :----------------------------- | | Fair value as of January 1 | $11 | $112 | | Change in fair value| $52 | $(18) | | Earn-out payments | $(46) | $(22) | | Acquisitions | $1,682 | $— | | Fair value as of June 30 | $1,699 | $72 | [13. Subsequent Events](index=24&type=section&id=13%2E%20Subsequent%20Events) This section reports on significant events occurring after the reporting period, specifically the acquisition of Mixel Group, Inc - On August 1, 2025, the Company acquired Mixel Group, Inc. for a preliminary aggregate purchase price of **$22.0 million**, consisting of **$19.0 million** in cash and **$3.0 million** in Company shares[98](index=98&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202%2E%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, discussing key factors affecting performance, recent acquisitions, revenue components, and a detailed comparison of financial results for the three and six months ended June 30, 2025, and 2024 [Overview](index=25&type=section&id=Overview) This overview describes Silvaco's core business as a provider of TCAD, EDA software, and SIP solutions, and highlights the composition of its revenue and recent booking trends - Silvaco is a provider of TCAD, EDA software, and SIP solutions for semiconductor and photonics companies, aiming to increase productivity and reduce costs[100](index=100&type=chunk) - Software solutions represented **60%** and **66%** of revenue for the three and six months ended June 30, 2025, respectively, while maintenance and services accounted for **40%** and **34%**[102](index=102&type=chunk) - Bookings declined by **33.8%** for Q2 2025 and **25.3%** for YTD 2025, driven by softer end market demand across the semiconductor industry[103](index=103&type=chunk)[152](index=152&type=chunk) Bookings (in thousands) | Period | Bookings | | :----- | :------- | | Q2 2025 | $12,912 | | Q2 2024 | $19,478 | | YTD 2025 | $26,593 | | YTD 2024 | $35,600 | [Recent Acquisitions](index=26&type=section&id=Recent%20Acquisitions) This section details the company's recent acquisitions of Cadence's OPC Business and Tech-X Corporation, outlining their strategic purpose and financial terms - On March 4, 2025, Silvaco acquired Cadence's OPC Business for **$11.5 million** in cash to enhance its computational lithography solutions[104](index=104&type=chunk) - On April 29, 2025, Silvaco acquired Tech-X Corporation for **$8.0 million**, comprising cash, common stock, and contingent consideration, to integrate advanced multi-physics simulation tools with its TCAD platform[105](index=105&type=chunk) [Key Factors Affecting our Results of Operations and Future Performance](index=26&type=section&id=Key%20Factors%20Affecting%20our%20Results%20of%20Operations%20and%20Future%20Performance) This section discusses the primary internal and external factors influencing the company's financial performance and future outlook, including economic uncertainties, customer relationships, and R&D investments - Worldwide economic and political uncertainties, including financial market fluctuations, tariffs, and trade protectionism, continue to adversely affect business operations and financial results[106](index=106&type=chunk) - Building long-term relationships with existing customers is crucial for driving renewals and overall revenue growth, with approximately **70-73%** of bookings from existing customers in H1 2025[108](index=108&type=chunk)[109](index=109&type=chunk) - The company plans to continually enhance product offerings through R&D, acquisitions, and strategic partnerships to meet increasing semiconductor design complexity and expand into new markets[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) - R&D expense was **49%** and **41%** of revenue for the three and six months ended June 30, 2025, respectively, reflecting increased investment in software solutions[112](index=112&type=chunk) - Future success depends on scaling the business while mitigating expense increases, particularly in general and administrative, and sales and marketing, to achieve gross and operating margin expansion[115](index=115&type=chunk) [Components of Results of Operations](index=28&type=section&id=Components%20of%20Results%20of%20Operations) This section breaks down the key components of the company's financial results, including revenue recognition, cost of revenue, and operating expenses, highlighting the impact of stock-based compensation and litigation settlements - Revenue is primarily derived from software licensing (recognized upfront) and maintenance and services (recognized ratably over contract term)[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - Cost of revenue includes personnel costs for customer support, overhead, amortization of acquired intangible assets, and royalties; stock-based compensation in cost of revenue decreased significantly in 2025 compared to 2024 due to IPO-related expenses[120](index=120&type=chunk) - Operating expenses (R&D, S&M, G&A, litigation settlement) are significantly impacted by personnel costs, including stock-based compensation, which decreased substantially in 2025 post-IPO[122](index=122&type=chunk) - Litigation settlement expense was **$0** for Q2 2025 and **$13.1 million** for YTD 2025, significantly lower than **$14.7 million** in both periods of 2024, reflecting the Nangate settlement accrual[127](index=127&type=chunk) Stock-Based Compensation Expense by Function (in thousands) | Function | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $576 | $4,065 | $820 | $4,065 | | Sales and marketing | $411 | $3,552 | $734 | $3,552 | | General and administrative | $774 | $11,745 | $2,285 | $11,745 | | Total | $1,761 | $19,362 | $3,839 | $19,362 | [Results of Operations](index=31&type=section&id=Results%20of%20Operations) This section provides a summary of the company's financial performance, including total revenue, gross profit, operating loss, and net loss, for the reported periods Results of Operations Summary (in thousands, except percentages) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | % Change | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | % Change | | :-------------------------------- | :------------------------------- | :------------------------------- | :------- | :----------------------------- | :----------------------------- | :------- | | Total revenue | $12,048 | $14,960 | (19)% | $26,140 | $30,849 | (15)% | | Gross profit | $8,544 | $10,099 | (15)% | $19,620 | $24,015 | (18)% | | Total operating expenses | $18,687 | $47,888 | (61)% | $49,395 | $59,416 | (17)% | | Operating loss | $(10,143) | $(37,789) | (73)% | $(29,775) | $(35,401) | (16)% | | Net loss | $(9,409) | $(38,388) | (75)% | $(28,682) | $(37,010) | (23)% | Results of Operations as a Percentage of Total Revenue | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Software license revenue | 60% | 74% | 66% | 75% | | Maintenance and service | 40% | 26% | 34% | 25% | | Gross profit | 71% | 68% | 75% | 78% | | Total operating expenses | 155% | 320% | 189% | 193% | | Net loss | (78)% | (257)% | (110)% | (120)% | [Comparison of the Three and Six Months Ended June 30, 2025 and 2024](index=32&type=section&id=Comparison%20of%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) This section provides a detailed comparative analysis of the company's financial performance for the three and six months ended June 30, 2025, versus the prior year, focusing on revenue, gross profit, and operating expenses - Total revenue decreased by **$2.9 million** (**19%**) for Q2 2025 and **$4.7 million** (**15%**) for YTD 2025, primarily due to a decline in TCAD tool revenue, partially offset by increases in EDA tools and IP sales[134](index=134&type=chunk)[135](index=135&type=chunk) - Gross profit decreased by **$1.6 million** (**15%**) for Q2 2025 and **$4.4 million** (**18%**) for YTD 2025, mainly due to lower revenue, though Q2 2025 gross margin improved to **71%** from **68%** due to reduced stock-based compensation[136](index=136&type=chunk)[137](index=137&type=chunk) - Research and development expenses decreased by **$1.8 million** (**23%**) for Q2 2025 and **$0.6 million** (**5%**) for YTD 2025, primarily due to lower stock-based compensation, partially offset by increased employee compensation[139](index=139&type=chunk)[140](index=140&type=chunk) - General and administrative expenses decreased by **$10.2 million** (**56%**) for Q2 2025 and **$6.7 million** (**29%**) for YTD 2025, largely due to reduced stock-based compensation and IPO preparation costs from the prior year[144](index=144&type=chunk)[145](index=145&type=chunk) - Litigation settlement expense was **$0** for Q2 2025 and **$13.1 million** for YTD 2025, a significant reduction from **$14.7 million** in both periods of 2024[146](index=146&type=chunk) [Key Operating Indicators and Non-GAAP Financial Measures](index=35&type=section&id=Key%20Operating%20Indicators%20and%20Non-GAAP%20Financial%20Measures) This section presents key operating indicators, such as bookings, and reconciliations of non-GAAP financial measures to their most directly comparable GAAP counterparts - Bookings, defined as signed contracts and purchase commitments, decreased to **$12.9 million** for Q2 2025 and **$26.6 million** for YTD 2025, from **$19.5 million** and **$35.6 million** in the comparable 2024 periods, reflecting softer end market demand[152](index=152&type=chunk) Bookings Trend (in thousands) | Period | Bookings | | :----- | :------- | | Jun 30, 2025 | $12,912 | | Mar 31, 2025 | $13,681 | | Dec 31, 2024 | $20,310 | | Sep 30, 2024 | $9,875 | | Jun 30, 2024 | $19,478 | Non-GAAP Operating (Loss) Income Reconciliation (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating loss | $(10,143) | $(37,789) | $(29,775) | $(35,401) | | Add: Acquisition-related litigation settlement and legal costs | $304 | $16,717 | $14,099 | $17,311 | | Add: Acquisition-related professional fees and retention bonus | $1,436 | $— | $2,139 | $— | | Add: Amortization of acquired intangible assets | $622 | $296 | $984 | $366 | | Add: IPO preparation costs | $— | $607 | $— | $873 | | Add: Stock-based compensation expense | $2,120 | $21,829 | $4,397 | $21,829 | | Non-GAAP operating (loss) income | $(5,661) | $1,660 | $(8,156) | $4,978 | Non-GAAP Net (Loss) Income Reconciliation (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(9,409) | $(38,388) | $(28,682) | $(37,010) | | Add: Acquisition-related litigation settlement and legal costs | $304 | $16,717 | $14,099 | $17,311 | | Add: Acquisition-related professional fees and retention bonus | $1,436 | $— | $2,139 | $— | | Add: Amortization of acquired intangible assets | $622 | $296 | $984 | $366 | | Add: IPO preparation costs | $— | $607 | $— | $873 | | Add: Stock-based compensation expense | $2,120 | $21,829 | $4,397 | $21,829 | | Add: Change in fair value of contingent consideration | $17 | $(10) | $52 | $(18) | | Add: Foreign exchange loss | $342 | $114 | $547 | $244 | | Add: Loss on debt extinguishment | $— | $718 | $— | $718 | | Add: Income tax effect of non-GAAP adjustments | $(7) | $(43) | $(12) | $(76) | | Non-GAAP net (loss) income | $(4,575) | $1,840 | $(6,476) | $4,237 | [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's sources of liquidity, including cash, marketable securities, and IPO proceeds, and assesses its ability to meet future obligations while highlighting concentration risks - As of June 30, 2025, the Company had **$29.6 million** in cash, cash equivalents, and restricted cash, with **$4.1 million** held by foreign subsidiaries, and **$25.9 million** in short-term marketable securities[164](index=164&type=chunk) - The **$5.0 million** East West Bank Loan was repaid and terminated in May 2024; the **$5.0 million** Micron Note was converted to common stock in May 2024 following the IPO[165](index=165&type=chunk)[167](index=167&type=chunk) - The IPO in May 2024 generated **$106.0 million** in net proceeds, which are a primary source of liquidity[168](index=168&type=chunk) - The Company believes existing liquidity will be sufficient for at least the next 12 months, but future capital raising may be limited and could result in dilution or restrictive debt covenants[169](index=169&type=chunk)[170](index=170&type=chunk) - **65%** of cash and cash equivalents and restricted cash (**$19.3 million**) is maintained with one financial institution, exceeding federally insured limits, posing a concentration risk[170](index=170&type=chunk) [Cash Flows](index=38&type=section&id=Cash%20Flows) This section summarizes the company's cash flow activities from operations, investing, and financing for the reported periods, highlighting significant changes and their drivers - Net cash used in operating activities increased by **$7.8 million** to **$16.6 million** in H1 2025, primarily due to the initial **$16.0 million** litigation settlement payment, partially offset by related party funding and working capital changes[174](index=174&type=chunk) - Net cash provided by investing activities was **$27.8 million** in H1 2025, a significant shift from **$67.9 million** used in H1 2024, driven by marketable securities maturities and sales, partially offset by business acquisitions[175](index=175&type=chunk) - Net cash used in financing activities was **$1.6 million** in H1 2025, a substantial decrease from **$106.4 million** provided in H1 2024 (due to IPO proceeds), reflecting payroll taxes and vendor financing payments[176](index=176&type=chunk) Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Operating activities | $(16,613) | $(8,794) | | Investing activities | $27,817 | $(67,865) | | Financing activities | $(1,599) | $106,424 | | Effect of exchange rate fluctuations | $421 | $88 | | Net change in cash | $10,026 | $29,853 | [Contractual Obligations](index=39&type=section&id=Contractual%20Obligations) This section details the company's contractual obligations, including operating leases, vendor financing, contingent consideration, and litigation settlement payments - As of June 30, 2025, contractual obligations include current operating lease obligations of **$0.9 million** and non-current of **$1.3 million**[178](index=178&type=chunk)[183](index=183&type=chunk) - Vendor financing obligations include a current portion of **$1.1 million** and a non-current portion of **$1.9 million**[178](index=178&type=chunk)[183](index=183&type=chunk) - Contingent consideration related to the Tech-X acquisition includes a current obligation of **$1.0 million** and a non-current obligation of **$0.7 million**[178](index=178&type=chunk)[183](index=183&type=chunk) - The Company has a current obligation of **$14.4 million** for the Nangate Settlement Payment, with a contingent settlement payment obligation of up to **$2.1 million** if Co-Defendants default (not recognized as probable)[179](index=179&type=chunk)[183](index=183&type=chunk) [Off-Balance Sheet Arrangements](index=39&type=section&id=Off-Balance%20Sheet%20Arrangements) This section describes the company's off-balance sheet arrangements, specifically the restricted cash held to secure a standby letter of credit for a litigation settlement - As of June 30, 2025, the Company held **$16.5 million** in restricted cash to secure an irrevocable standby letter of credit for the Nangate Settlement Agreement, expiring June 30, 2026[180](index=180&type=chunk) [Critical Accounting Policies and Significant Judgments and Estimates](index=39&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) This section confirms that there have been no material changes to the company's critical accounting policies during the reported period - There have been no material changes to the methodology applied for critical accounting policies during the six months ended June 30, 2025, as previously disclosed in the 2024 Form 10-K[181](index=181&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203%2E%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Silvaco Group, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[182](index=182&type=chunk) [Item 4. Controls and Procedures](index=40&type=section&id=Item%204%2E%20Controls%20and%20Procedures) This section details management's evaluation of the effectiveness of disclosure controls and procedures, reports on changes in internal control over financial reporting, and acknowledges the inherent limitations of control systems [Evaluation of Disclosure Controls and Procedures](index=40&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section confirms management's conclusion on the effectiveness of the company's disclosure controls and procedures - Management, with CEO participation, concluded that disclosure controls and procedures were effective as of June 30, 2025[184](index=184&type=chunk) [Changes in Internal Control Over Financial Reporting](index=40&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section reports on any material changes to the company's internal control over financial reporting during the period - There were no changes in internal control over financial reporting (ICFR) that materially affected, or are reasonably likely to materially affect, ICFR during the period covered by this report[185](index=185&type=chunk) [Inherent Limitations on Effectiveness of Controls](index=40&type=section&id=Inherent%20Limitations%20on%20Effectiveness%20of%20Controls) This section acknowledges the inherent limitations of any control system, emphasizing that reasonable assurance, not absolute, is provided - Management acknowledges that control systems provide only reasonable, not absolute, assurance of achieving objectives due to inherent limitations and cost-benefit considerations[186](index=186&type=chunk) [PART II. Other Information](index=41&type=section&id=PART%20II%2E%20Other%20Information) [Item 1. Legal Proceedings](index=41&type=section&id=Item%201%2E%20Legal%20Proceedings) Information regarding the company's current legal proceedings is incorporated by reference from Note 11 to the unaudited condensed consolidated financial statements - Information regarding current legal proceedings is detailed in Note 11 of the unaudited condensed consolidated financial statements[187](index=187&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A%2E%20Risk%20Factors) This section outlines various risks and uncertainties that could materially affect the company's business, financial condition, results of operations, and prospects. These risks span business and industry-specific challenges, intellectual property and data security concerns, litigation, and factors related to the company's status as a controlled public entity [Risk Factor Summary](index=41&type=section&id=Risk%20Factor%20Summary) This summary highlights the main categories of risks the company faces, including competitive pressures, operational fluctuations, economic downturns, and governance issues - Key risks include significant competition, fluctuating operating results, economic downturns, challenges in product innovation, international operational disruptions, and the need to protect intellectual property[189](index=189&type=chunk) - Other risks involve IT system compromises, adverse financial services industry developments, and the impact of being a controlled company with limited stockholder influence[189](index=189&type=chunk) [Risks Related to Our Business and Industry](index=42&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) This section details risks inherent to the company's business and the semiconductor industry, such as competition, economic volatility, product innovation, and international operations - The company faces significant competition from larger companies with greater resources, competing on technology, license quality, features, terms, compatibility, reliability, interoperability, price, and payment terms[190](index=190&type=chunk) - Operating results are subject to significant fluctuations due to point-in-time revenue recognition, seasonality (e.g., holidays, customer R&D cycles), and macroeconomic conditions, making period-to-period comparisons unreliable[195](index=195&type=chunk)[200](index=200&type=chunk) - Substantial economic downturns, particularly in key industrial sectors and China (**28%** of Q2 2025 revenue), can reduce software solution sales and revenue growth[201](index=201&type=chunk)[204](index=204&type=chunk) - Success depends on continuous innovation and timely delivery of new software solutions and enhancements to keep pace with rapid technological changes and meet evolving market demands[214](index=214&type=chunk) - Increased R&D investment may be required to address industry performance, new applications, and competitive factors, potentially increasing operating expenses without a proportional revenue increase[220](index=220&type=chunk) - A significant portion of revenue (**70%** in Q2 2025) comes from international customers, exposing the company to risks from government actions, trade disputes, political instability, and adverse foreign exchange fluctuations[224](index=224&type=chunk)[244](index=244&type=chunk) - Geopolitical conflicts (e.g., Israel-Hamas, Russia-Ukraine) could disrupt operations, delay software development, and impact global trade and economies, despite no direct revenue from Russia or Ukraine[238](index=238&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) - The ability to raise additional capital in the future may be limited, potentially leading to dilution from equity issuances or restrictive covenants from debt financing, hindering growth strategy execution[246](index=246&type=chunk) - Acquisitions, such as OPC Business and Tech-X, involve risks including integration difficulties, unforeseen expenditures, and potential loss of customers or key personnel[252](index=252&type=chunk)[253](index=253&type=chunk)[254](index=254&type=chunk) [Risks Related to Intellectual Property, Information Technology and Data Privacy and Security](index=54&type=section&id=Risks%20Related%20to%20Intellectual%20Property%2C%20Information%20Technology%20and%20Data%20Privacy%20and%20Security) This section addresses risks concerning the protection of intellectual property, the security of IT systems and data, and compliance with evolving data privacy regulations - Failure to protect proprietary technology and inventions through patents, trade secrets, and other IP rights could adversely impact competitiveness and financial results, with enforcement being costly and difficult[263](index=263&type=chunk)[264](index=264&type=chunk)[265](index=265&type=chunk) - The company's technology is vulnerable to piracy, unauthorized copying, and other forms of infringement, especially in countries with weak IP protection or enforcement[271](index=271&type=chunk) - Risks of security incidents, cyber-attacks, and data breaches are evolving and prevalent, potentially leading to regulatory actions, litigation, reputational harm, and operational disruptions[276](index=276&type=chunk)[277](index=277&type=chunk)[287](index=287&type=chunk)[288](index=288&type=chunk) - Reliance on third-party open source software components carries risks of license non-compliance, potential source code release, and vulnerabilities, which could restrict product delivery or lead to litigation[291](index=291&type=chunk)[292](index=292&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk)[295](index=295&type=chunk) - Software bugs or defects, especially in new releases or integrated technologies, could expose the company to liability, harm its reputation, and result in loss of market share[296](index=296&type=chunk) - Dependence on third-party software and IP licenses means risks of non-renewal, breach, or infringement claims, which could disrupt business and harm financial results[297](index=297&type=chunk)[298](index=298&type=chunk) - Compliance with stringent and evolving data privacy and security laws (e.g., CCPA, GDPR, PIPL) and cross-border data transfer limitations is complex and costly, with potential for significant fines and operational impacts[299](index=299&type=chunk)[300](index=300&type=chunk)[301](index=301&type=chunk)[303](index=303&type=chunk)[305](index=305&type=chunk)[308](index=308&type=chunk) [Risks Related to Intellectual Property Litigation](index=61&type=section&id=Risks%20Related%20to%20Intellectual%20Property%20Litigation) This section highlights the financial and operational risks associated with intellectual property litigation, including substantial expenses and potential business disruption - The company is exposed to intellectual property litigation, which can incur substantial expenses, reduce sales, divert management attention, and potentially lead to significant damages or loss of IP rights[309](index=309&type=chunk)[312](index=312&type=chunk)[313](index=313&type=chunk) - Obligations to indemnify customers in IP disputes could result in substantial and material expenses, severely disrupting customer operations and harming the company's business[314](index=314&type=chunk) [Risks Related to Our Status as a Controlled Company](index=62&type=section&id=Risks%20Related%20to%20Our%20Status%20as%20a%20Controlled%20Company) This section discusses the implications of the company's status as a controlled company, particularly concerning corporate governance and the influence of the Pesic Family - As a 'controlled company' (Pesic Family owns >**50%** voting power), Silvaco is exempt from certain Nasdaq corporate governance requirements, potentially limiting other stockholders' influence[315](index=315&type=chunk)[317](index=317&type=chunk) - The Pesic Family's collective voting control (over **65%** of common stock) allows them to control all matters affecting the company, including business plans, mergers, and asset dispositions, potentially conflicting with other stockholders' interests[318](index=318&type=chunk)[322](index=322&type=chunk) - Disputes with Ms. Ngai-Pesic or other Pesic Family members, particularly regarding related-party lease agreements, could adversely affect operating results due to potential lack of negotiation leverage[323](index=323&type=chunk)[325](index=325&type=chunk) [Risks Related to Legal, Regulatory, Accounting and Tax Matters](index=64&type=section&id=Risks%20Related%20to%20Legal%2C%20Regulatory%2C%20Accounting%20and%20Tax%20Matters) This section covers risks arising from compliance with various laws and regulations, potential litigation, and changes in tax policies - The company is subject to anti-corruption, anti-bribery, anti-money laundering, export/import controls, and sanctions laws, with non-compliance potentially leading to criminal/civil liability and reputational harm[326](index=326&type=chunk)[328](index=328&type=chunk) - Past voluntary disclosures to BIS and OFAC regarding potential export control and sanctions violations resulted in warning/cautionary letters, but future enforcement actions remain possible[329](index=329&type=chunk)[330](index=330&type=chunk) - Involvement in various investigations and legal proceedings, including the **$32.5 million** Nangate litigation settlement, could have a material adverse effect on financial position and stock price[333](index=333&type=chunk)[334](index=334&type=chunk) - Changes in tax laws (e.g., TCJA's R&D capitalization), exposure to additional tax liabilities, and audits by tax authorities could affect profitability and result in additional tax payments[335](index=335&type=chunk)[337](index=337&type=chunk)[342](index=342&type=chunk) [Risks Related to the Ownership of Our Common Stock](index=66&type=section&id=Risks%20Related%20to%20the%20Ownership%20of%20Our%20Common%20Stock) This section addresses risks pertinent to the company's common stock, including price volatility, internal control weaknesses, potential dilution, and dividend policy - The price of common stock is volatile due to various factors (e.g., operating results, market speculation, economic conditions) and could decline, potenti

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 June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the transition period from ----- to ----- Commission file number: 001-38669 LiveRamp Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisd ...

PART I — FINANCIAL INFORMATION [Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) The unaudited condensed consolidated financial statements for Genco Shipping & Trading Limited show a net loss for current periods compared to net income in prior year periods, driven by lower voyage revenues, with total assets slightly decreasing to $1.04 billion and liabilities increasing to $147.2 million [Condensed Consolidated Balance Sheets](index=5&type=section&id=a)%20Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030,%202025%20and%20December%2031,%202024) Total assets decreased slightly to $1.040 billion as of June 30, 2025, while total liabilities increased to $147.2 million, leading to a decrease in total equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $78,972 | $97,990 | | **Total Assets** | **$1,040,250** | **$1,056,602** | | **Total Current Liabilities** | $48,547 | $40,660 | | **Total Liabilities** | **$147,208** | **$128,374** | | **Total Equity** | **$893,042** | **$928,228** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=b)%20Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20ended%20June%2030,%202025%20and%202024) The company reported a net loss for Q2 and H1 2025, a significant shift from net income in prior periods, primarily due to decreased voyage revenues Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | **Voyage Revenues** | $80,939 | $107,047 | $152,208 | $224,482 | | **Operating (Loss) Income** | $(4,262) | $26,314 | $(14,031) | $48,407 | | **Net (Loss) Income** | $(6,809) | $23,493 | $(18,771) | $42,436 | | **Net (Loss) Earnings Per Share-diluted** | $(0.16) | $0.54 | $(0.43) | $0.97 | [Condensed Consolidated Statements of Comprehensive (Loss) Income](index=7&type=section&id=c)%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income%20for%20the%20Three%20and%20Six%20Months%20ended%20June%2030,%202025%20and%202024) Comprehensive loss for Q2 and H1 2025 mirrored net loss figures, with no significant other comprehensive income or loss items impacting results Comprehensive (Loss) Income (in thousands) | Period | 2025 | 2024 | | :--- | :--- | :--- | | **Three Months Ended June 30** | $(6,809) | $23,493 | | **Six Months Ended June 30** | $(18,771) | $41,909 | [Condensed Consolidated Statements of Equity](index=8&type=section&id=d)%20Condensed%20Consolidated%20Statements%20of%20Equity%20for%20the%20Three%20and%20Six%20Months%20ended%20June%2030,%202025%20and%202024) Total equity decreased to $893.0 million by June 30, 2025, primarily due to net loss and cash dividends declared - Total equity decreased by **$35.2 million** in the first six months of 2025, driven by net loss and dividend payments[18](index=18&type=chunk) - Cash dividends declared in H1 2025 amounted to **$0.45 per share** ($0.30 in Q1 and $0.15 in Q2), totaling **$19.7 million**[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=e)%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20ended%20June%2030,%202025%20and%202024) Net cash from operating activities significantly decreased in H1 2025, while net cash used in investing activities shifted to an outflow, and financing activities saw lower cash usage Cash Flow Summary (in thousands) | Cash Flow Activity | H1 2025 | H1 2024 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $8,303 | $61,283 | | **Net Cash (used in)/from Investing Activities** | $(6,661) | $65,118 | | **Net Cash from Financing Activities** | $(9,893) | $(130,910) | | **Net Decrease in Cash** | $(8,251) | $(4,509) | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=f)%20Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail fleet composition, segment reporting, debt structure, compensation plans, and significant subsequent events including a dividend declaration and credit facility upsizing - As of June 30, 2025, the Company's fleet consisted of **42 drybulk vessels** (16 Capesize, 15 Ultramax, 11 Supramax) with an aggregate capacity of approximately **4,446,000 dwt**[25](index=25&type=chunk) - The company operates under two reportable segments: **Major Bulk** (Capesize vessels) and **Minor Bulk** (Ultramax and Supramax vessels)[41](index=41&type=chunk)[42](index=42&type=chunk) - Subsequent to the quarter end, on August 6, 2025, the company declared a quarterly dividend of **$0.15 per share**[102](index=102&type=chunk) - On July 10, 2025, the company upsized its revolving credit facility from **$500 million to $600 million** and extended the maturity to July 2030[103](index=103&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, highlighting decreased voyage revenues and TCE rates leading to a net loss, alongside capital allocation, fleet strategy, regulatory updates, and liquidity - The company's capital allocation strategy focuses on compelling quarterly dividends, financial deleveraging, and accretive fleet growth, with debt reduced by **$349.2 million** since 2021[110](index=110&type=chunk)[114](index=114&type=chunk) - Total liquidity as of June 30, 2025, was **$335.6 million**, comprising **$35.8 million** in cash and **$299.8 million** in undrawn revolver availability[111](index=111&type=chunk) Fleet Average Daily Results Comparison | Metric | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | **Time Charter Equivalent (TCE)** | $13,631 | $19,938 | (31.6)% | | **Daily Vessel Operating Expenses** | $6,213 | $6,855 | (9.4)% | - Subsequent to quarter end, the company agreed to acquire the Genco Courageous, a 2020-built Capesize vessel, for **$63.55 million**, expected for delivery in Q3 2025[122](index=122&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=67&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks primarily from floating-rate debt interest rate changes and fuel price fluctuations, with currency exchange rate risk deemed immaterial - The company is subject to interest rate risk on its floating rate debt tied to SOFR; a hypothetical **1% increase in SOFR** would have increased H1 2025 interest expense by **$0.5 million**[231](index=231&type=chunk)[232](index=232&type=chunk) - The company's last interest rate cap agreement expired in Q1 2024, increasing exposure to variable interest rate fluctuations[229](index=229&type=chunk)[233](index=233&type=chunk) - Bunker swap and forward fuel purchase agreements are utilized to mitigate risk from changing fuel prices, with gains or losses recognized in other income[235](index=235&type=chunk) [Controls and Procedures](index=68&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures are **effective** as of June 30, 2025[237](index=237&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, these controls[238](index=238&type=chunk) PART II —OTHER INFORMATION [Exhibits](index=68&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and financial data in Inline XBRL format - The report includes CEO and CFO certifications as required by Rules 13a-14(a) and 15d-14(a) of the Exchange Act[240](index=240&type=chunk) - Financial statements and notes are provided in Inline XBRL format as part of the filing[242](index=242&type=chunk)

Form 10-Q Filing Information [Registrant Information](index=1&type=section&id=Registrant%20Information) The company filed its Form 10-Q, identifying as an accelerated filer, smaller reporting, and emerging growth company, with 61.7 million shares outstanding - CS Disco, Inc. is an accelerated filer, smaller reporting company, and emerging growth company, having opted out of the extended transition period for new accounting standards[3](index=3&type=chunk) Condensed Consolidated Registrant Information | Metric | Value | | :--- | :--- | | Common Stock Par Value | $0.005 | | Common Stock Outstanding (July 31, 2025) | 61,741,846 shares | Special Note Regarding Forward-Looking Statements [Nature of Forward-Looking Statements](index=4&type=section&id=Nature%20of%20Forward-Looking%20Statements) The report contains forward-looking statements based on management's beliefs, subject to risks and uncertainties, with actual results potentially differing materially - All statements in the 10-Q, other than historical facts, are forward-looking and based on management's current expectations and projections, subject to risks and uncertainties[8](index=8&type=chunk)[9](index=9&type=chunk) - Investors should not rely on forward-looking statements as predictions of future events, as actual results may differ materially due to various factors, including those described in 'Risk Factors'[9](index=9&type=chunk) [Key Forward-Looking Topics](index=4&type=section&id=Key%20Forward-Looking%20Topics) Forward-looking statements encompass financial performance, customer dynamics, growth, profitability, investments, market strategy, personnel, IP, macroeconomic conditions, and competition - Expectations regarding revenue, expenses, and other operating results - Impact of fluctuations in customer usage based on legal matters - Ability to acquire and retain customers, and increase product usage - Ability to achieve or sustain profitability and manage growth, including international expansion - Future investments, capital expenditures, and capital requirements - Costs and success of sales and marketing efforts and brand promotion - Growth strategies for product offerings and estimated addressable market opportunity - Ability to grow partner ecosystem and maintain strategic relationships - Reliance on key personnel and ability to recruit/retain skilled personnel - Ability to maintain, protect, and enforce intellectual property rights - Impact of macroeconomic conditions (inflation, interest rates, tariffs) and global events (Russia-Ukraine war, Middle East conflict) - Ability to compete effectively with existing and new market entrants - Growth rates of markets in which the company competes[11](index=11&type=chunk) - The company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the report date, except as required by law[13](index=13&type=chunk) Part I - Financial Information [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, income statements, equity changes, cash flows, and explanatory notes [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $21,672 | $52,771 | | Short-term investments | $92,817 | $76,356 | | Accounts receivable, net | $23,861 | $23,117 | | Total current assets | $142,916 | $156,936 | | Total assets | $164,872 | $180,320 | | **Liabilities** | | | | Total current liabilities | $21,168 | $25,694 | | Total liabilities | $26,977 | $32,806 | | **Stockholders' Equity** | | | | Total stockholders' equity | $137,895 | $147,514 | | Total liabilities and stockholders' equity | $164,872 | $180,320 | - Cash and cash equivalents decreased by **$31,099 thousand** from December 31, 2024, to June 30, 2025[15](index=15&type=chunk) - Short-term investments increased by **$16,461 thousand** over the same period[15](index=15&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share amounts) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $38,106 | $36,005 | $74,759 | $71,576 | | Gross profit | $28,423 | $26,717 | $55,573 | $53,436 | | Total operating expenses | $40,233 | $39,101 | $79,993 | $78,152 | | Loss from operations | $(11,810) | $(12,384) | $(24,420) | $(24,716) | | Net loss attributable to common stockholders | $(10,812) | $(10,834) | $(22,205) | $(21,416) | | Net loss per share, basic and diluted | $(0.18) | $(0.18) | $(0.36) | $(0.35) | - Revenue increased by **6%** for the three months ended June 30, 2025, and **4%** for the six months ended June 30, 2025, compared to the respective prior periods[18](index=18&type=chunk) - Net loss remained relatively stable for the three-month period but increased for the six-month period, from **$(21,416) thousand** in 2024 to **$(22,205) thousand** in 2025[18](index=18&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) Condensed Consolidated Statements of Changes in Stockholders' Equity (in thousands) | Metric | Balance at Dec 31, 2024 | Balance at June 30, 2025 | | :--- | :--- | :--- | | Common stock | $302 | $309 | | Additional paid-in capital | $444,601 | $457,229 | | Accumulated other comprehensive income (loss) | $41 | $(8) | | Accumulated deficit | $(297,430) | $(319,635) | | Total stockholders' equity | $147,514 | $137,895 | - Total stockholders' equity decreased by **$9,619 thousand** from December 31, 2024, to June 30, 2025, primarily due to net loss and unrealized loss on investments, partially offset by stock compensation expense and ESPP issuances[20](index=20&type=chunk) - Additional paid-in capital increased by **$12,628 thousand**, driven by stock compensation expense and ESPP[20](index=20&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=13&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(14,719) | $(7,980) | | Net cash used in investing activities | $(16,288) | $(1,344) | | Net cash used in financing activities | $(92) | $(20,222) | | Net decrease in cash and cash equivalents | $(31,099) | $(29,546) | | Cash and cash equivalents at end of period | $21,672 | $130,005 | - Net cash used in operating activities increased by **$6,739 thousand**, primarily due to an increase in net loss and changes in working capital[26](index=26&type=chunk) - Net cash used in investing activities significantly increased by **$14,944 thousand**, mainly due to purchases of short-term investments[26](index=26&type=chunk) - Net cash used in financing activities decreased substantially by **$20,130 thousand**, primarily due to the absence of a share repurchase program in 2025 compared to 2024[26](index=26&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Organization and Nature of Operations](index=14&type=section&id=Note%201.%20Organization%20and%20Nature%20of%20Operations) - CS Disco, Inc. (DISCO) provides cloud-native, AI-powered legal product offerings for legal hold, ediscovery, legal document review, and case management to enterprises, law firms, and governments. Headquarters are in Austin, Texas[28](index=28&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=14&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) - The company is an emerging growth company but has irrevocably opted out of the extended transition period for new accounting standards, adopting them at the same time as other public companies[29](index=29&type=chunk) - Unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim information, with certain footnotes condensed or omitted[30](index=30&type=chunk)[32](index=32&type=chunk) - Macroeconomic conditions and global events (e.g., Russia-Ukraine war, Middle East conflict) have not materially impacted operations to date, but future impacts are unknown and actively monitored[33](index=33&type=chunk)[34](index=34&type=chunk) - Estimates are used for various financial items, including credit losses, capitalized software development, goodwill, and income taxes; actual results may differ materially[35](index=35&type=chunk) - All potentially dilutive securities were anti-dilutive for all periods presented due to reported losses, resulting in basic net loss per share equaling diluted net loss per share[37](index=37&type=chunk) - Short-term investments, consisting of U.S. Treasury and corporate debt securities, are classified as available-for-sale and carried at fair value (Level 1 inputs). No impairments were recorded for the three and six months ended June 30, 2025[39](index=39&type=chunk) Allowance for Credit Losses Related to Accounts Receivable (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Allowance for credit losses | $2,300 | $2,800 | | Unbilled receivables | $2,500 | $2,500 | - Capitalized software development costs are amortized over an estimated useful life of generally four years, included in property and equipment, net[51](index=51&type=chunk) - Goodwill is tested annually for impairment; no impairment was recognized for all periods presented[53](index=53&type=chunk) - The company operates in a single reporting segment, with the CEO reviewing consolidated financial information for resource allocation and performance evaluation[58](index=58&type=chunk) Advertising Expenses (in thousands) | Period | 2025 | 2024 | | :--- | :--- | :--- | | Three Months Ended June 30, | $1,100 | $1,100 | | Six Months Ended June 30, | $1,900 | $2,300 | - Cost of revenue primarily includes third-party cloud infrastructure, outsourced staffing, amortization of capitalized software, and personnel costs[61](index=61&type=chunk) - Research and development expenses consist mainly of personnel costs, contractor fees, and third-party cloud infrastructure for product development[62](index=62&type=chunk) - Sales and marketing expenses include personnel costs, advertising, travel, and software services for sales and marketing functions[63](index=63&type=chunk) - General and administrative expenses cover personnel costs for finance, legal, HR, and administrative functions, along with external professional services, insurance, and credit loss allowance[64](index=64&type=chunk) - Stock-based compensation expense is recognized based on fair value at grant date, with forfeitures accounted for as they occur[65](index=65&type=chunk) - The company maintains a full valuation allowance on substantially all U.S. deferred tax assets due to a history of losses[67](index=67&type=chunk) - ASU 2023-09 (Income Taxes) is effective for annual periods after December 15, 2024, requiring additional rate reconciliation disclosures[69](index=69&type=chunk) - ASU 2024-03 (Expense Disaggregation Disclosures) is effective for fiscal years after December 15, 2026, requiring disaggregation of certain expense captions[70](index=70&type=chunk) [Note 3. Revenue Recognition](index=19&type=section&id=Note%203.%20Revenue%20Recognition) - Revenue is recognized when control of product offerings is transferred to customers, following a five-step framework (ASC 606)[71](index=71&type=chunk)[72](index=72&type=chunk)[74](index=74&type=chunk) - The company has two primary contractual arrangements: usage-based (**90%** of total revenue for three and six months ended June 30, 2025) and subscription (**10%** of total revenue for the same periods)[76](index=76&type=chunk)[77](index=77&type=chunk) Deferred Revenue (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current deferred revenue | $3,500 | $4,300 | | Revenue recognized from prior deferred revenue (6 months) | $3,000 (2025) | $3,300 (2024) | Remaining Performance Obligations (RPO) (in thousands) | Metric | As of June 30, 2025 | | :--- | :--- | | Total RPO | $26,900 | | RPO to be recognized in next 12 months | $11,100 | Revenue by Offering (in thousands) | Offering | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Software | $32,744 | $29,278 | $63,631 | $59,187 | | Services | $5,362 | $6,727 | $11,128 | $12,389 | | Total revenue | $38,106 | $36,005 | $74,759 | $71,576 | Revenue by Geographic Area (in thousands) | Geographic Area | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | United States | $35,104 | $32,541 | $69,082 | $64,893 | | All other countries | $3,002 | $3,464 | $5,677 | $6,683 | | Total revenue | $38,106 | $36,005 | $74,759 | $71,576 | [Note 4. Segment Information](index=21&type=section&id=Note%204.%20Segment%20Information) - The company operates as a single reporting segment, with the CEO as the chief operating decision maker reviewing consolidated financial information[85](index=85&type=chunk) Significant Expenses (in thousands) | Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Personnel costs | $28,576 | $27,252 | $56,905 | $54,252 | | Professional services | $3,590 | $3,066 | $6,563 | $6,249 | | Rent and facilities | $1,106 | $983 | $2,298 | $2,138 | | Software expense | $3,246 | $3,059 | $6,483 | $6,039 | | Advertising expense | $1,120 | $1,130 | $1,920 | $2,292 | [Note 5. Short-Term Investments](index=22&type=section&id=Note%205.%20Short-Term%20Investments) Available-for-Sale Investments by Major Type (in thousands) | Investment Type | Amortized Cost (June 30, 2025) | Unrealized Gain (Loss) (June 30, 2025) | Total Fair Value (June 30, 2025) | | :--- | :--- | :--- | :--- | | U.S. government securities | $82,283 | $(9) | $82,274 | | Corporate securities | $10,542 | $1 | $10,543 | | Total short-term investments | $92,825 | $(8) | $92,817 | | Investment Type | Amortized Cost (Dec 31, 2024) | Unrealized Gain (Dec 31, 2024) | Total Fair Value (Dec 31, 2024) | | :--- | :--- | :--- | :--- | | U.S. government securities | $76,315 | $41 | $76,356 | - Short-term investments are classified using Level 1 inputs and have a weighted-average maturity of **0.18 years** as of June 30, 2025[89](index=89&type=chunk) [Note 6. Property and Equipment](index=23&type=section&id=Note%206.%20Property%20and%20Equipment) Property and Equipment (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Computer equipment | $6,766 | $6,428 | | Capitalized software development | $13,427 | $12,212 | | Leasehold improvements | $1,135 | $1,103 | | Furniture | $1,219 | $1,211 | | Total property and equipment | $22,547 | $20,954 | | Less: accumulated depreciation and amortization | $(14,882) | $(13,076) | | Property and equipment, net | $7,665 | $7,878 | - Property and equipment, net, decreased by **$213 thousand** from December 31, 2024, to June 30, 2025[91](index=91&type=chunk) - Depreciation and amortization expense was **$1.7 million** for the six months ended June 30, 2025, down from **$1.9 million** in the prior year period[91](index=91&type=chunk)[92](index=92&type=chunk) - In Q4 2024, the company recorded a **$1.2 million** impairment charge against capitalized software development related to the integration of a primary law intangible asset, as its completion was no longer probable[93](index=93&type=chunk) [Note 7. Leases](index=23&type=section&id=Note%207.%20Leases) - The company leases office spaces (Austin, New York) under non-cancellable operating leases and furniture under a non-cancellable finance lease[94](index=94&type=chunk) Future Minimum Lease Payments (in thousands) as of June 30, 2025 | Year | Operating Leases | Finance Leases | | :--- | :--- | :--- | | Remainder of 2025 | $1,422 | $23 | | 2026 | $2,917 | $47 | | 2027 | $3,006 | $47 | | 2028 | $1,397 | $28 | | Thereafter | $0 | $0 | | Total lease payments | $8,742 | $145 | - Weighted average remaining lease terms are **2.98 years** for operating leases and **3.09 years** for finance leases as of June 30, 2025[95](index=95&type=chunk) [Note 8. Commitments and Contingencies](index=24&type=section&id=Note%208.%20Commitments%20and%20Contingencies) Purchase Obligations (in thousands) as of June 30, 2025 | Year | Amount | | :--- | :--- | | Remainder of 2025 | $12,376 | | 2026 | $23,629 | | 2027 | $22,471 | | 2028 | $22,140 | | 2029 | $11,070 | | Thereafter | $0 | | Total | $91,686 | - The company is involved in a purported stockholder class action lawsuit filed in September 2023, alleging materially false or misleading statements about revenue growth factors. A motion to dismiss was partially denied in January 2025, and a motion for reconsideration was denied in April 2025[99](index=99&type=chunk) [Note 9. Goodwill and Intangible Assets](index=24&type=section&id=Note%209.%20Goodwill%20and%20Intangible%20Assets) - Goodwill remained at **$5.9 million** as of June 30, 2025, with no impairment identified in 2024 or the first six months of 2025[100](index=100&type=chunk) - In Q4 2024, a **$14.0 million** non-cash impairment charge was recorded on the primary law intangible asset (from a 2023 licensing agreement with Fastcase) and a **$1.2 million** charge on related capitalized software development costs, as integration was no longer probable[103](index=103&type=chunk) Other Intangible Assets, Net (in thousands) | Category | Net Carrying Amount (June 30, 2025) | Net Carrying Amount (Dec 31, 2024) | | :--- | :--- | :--- | | Developed technology | $296 | $386 | | Customer relationships | $0 | $14 | | Total | $296 | $400 | Future Amortization Expense for Other Intangible Assets (in thousands) as of June 30, 2025 | Year | Amount | | :--- | :--- | | Remainder of 2025 | $90 | | 2026 | $180 | | 2027 | $26 | | Thereafter | $0 | | Total | $296 | [Note 10. Stockholders' Equity](index=25&type=section&id=Note%2010.%20Stockholders%27%20Equity) - Total stock-based compensation expense related to equity incentive awards was **$12.4 million** for the six months ended June 30, 2025, up from **$11.7 million** in the prior year period[107](index=107&type=chunk) Stock Option Activity (in thousands, except per share amounts) | Metric | Options Outstanding as of Dec 31, 2024 | Options Outstanding as of June 30, 2025 | | :--- | :--- | :--- | | Number of shares | 287 | 194 | | Weighted-average exercise price per share | $7.24 | $8.63 | | Weighted-average remaining contractual life (years) | 3.58 | 4.03 | | Aggregate intrinsic value | $375 | $112 | - As of June 30, 2025, there was no unrecognized stock-based compensation expense related to outstanding unvested stock options[110](index=110&type=chunk) - Unrecognized stock-based compensation related to RSAs was **$0.4 million** as of June 30, 2025, with a weighted average remaining service period of **0.50 years**[112](index=112&type=chunk) RSU and PSU Activity (in thousands, except per share amounts) | Metric | Unvested and Outstanding as of Dec 31, 2024 | Unvested and Outstanding as of June 30, 2025 | | :--- | :--- | :--- | | Number of shares | 5,095 | 8,199 | | Weighted-average fair value | $8.85 | $6.68 | | Aggregate intrinsic value | $25,424 | $35,828 | - Estimated total unrecognized stock-based compensation expense for RSUs and PSUs was **$47.3 million** as of June 30, 2025, with a weighted average remaining service period of **2.42 years**[116](index=116&type=chunk) - The company completed a **$20.0 million** share repurchase program in Q2 2024, purchasing approximately **2.6 million shares** at a weighted average price of **$7.66**[118](index=118&type=chunk) [Note 11. Income Taxes](index=27&type=section&id=Note%2011.%20Income%20Taxes) Income Tax Expense (in thousands) | Period | 2025 | 2024 | | :--- | :--- | :--- | | Three Months Ended June 30, | $210 | $105 | | Six Months Ended June 30, | $347 | $191 | - Income tax expense primarily relates to operations in the United Kingdom and India[119](index=119&type=chunk) - A full valuation allowance is maintained on substantially all U.S. deferred tax assets due to a history of losses[119](index=119&type=chunk) - Effective tax rate for the six months ended June 30, 2025, was **(1.59)%**, compared to **(0.90)%** in the prior year, mainly affected by tax rates in the UK and India, state taxes, and valuation allowance changes[119](index=119&type=chunk) [Note 12. Defined Contribution Plan](index=28&type=section&id=Note%2012.%20Defined%20Contribution%20Plan) Employer Contributions to Defined Contribution Plan (in thousands) | Period | 2025 | 2024 | | :--- | :--- | :--- | | Three Months Ended June 30, | $600 | $400 | | Six Months Ended June 30, | $1,100 | $1,000 | - The company sponsors a 401(k) plan in the U.S. and has an immaterial pension plan liability in the United Kingdom[120](index=120&type=chunk)[121](index=121&type=chunk) [Note 13. Net Loss Per Share Attributable to Common Stockholders](index=28&type=section&id=Note%2013.%20Net%20Loss%20Per%20Share%20Attributable%20to%20Common%20Stockholders) Net Loss Per Share Attributable to Common Stockholders (in thousands, except per share amounts) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net loss applicable to common stockholders | $(10,812) | $(10,834) | $(22,205) | $(21,416) | | Weighted-average shares, basic and diluted | 61,245 | 59,815 | 60,913 | 60,508 | | Net loss per share, basic and diluted | $(0.18) | $(0.18) | $(0.36) | $(0.35) | Anti-Dilutive Common Stock Equivalents (in thousands) | Equivalent Type | As of June 30, 2025 | As of June 30, 2024 | | :--- | :--- | :--- | | Stock options | 194 | 443 | | Unvested restricted stock awards | 25 | 75 | | Unvested restricted stock units (including PSUs) | 8,199 | 5,588 | | Total | 8,418 | 6,106 | - All common stock equivalents were excluded from diluted EPS calculation as their inclusion would be anti-dilutive due to net losses[122](index=122&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, operational results, key performance factors, non-GAAP measures, liquidity, capital resources, and critical accounting estimates [Overview](index=29&type=section&id=Overview) - DISCO offers cloud-native, AI-powered legal product offerings for legal hold, ediscovery, legal document review, and case management, enabling legal departments to centralize data and improve efficiency[125](index=125&type=chunk) - Revenue is primarily generated from customer usage (**90%** usage-based, **10%** subscription-based for the three and six months ended June 30, 2025), which can fluctuate based on legal matters[126](index=126&type=chunk)[148](index=148&type=chunk) - Revenue for the three months ended June 30, 2025: **$38.1 million** (**6% growth YoY**)[130](index=130&type=chunk) - Revenue for the six months ended June 30, 2025: **$74.8 million** (**4% growth YoY**)[130](index=130&type=chunk) - Net loss for the three months ended June 30, 2025: **$10.8 million** (stable YoY)[131](index=131&type=chunk) - Net loss for the six months ended June 30, 2025: **$22.2 million** (increased from **$21.4 million** YoY)[131](index=131&type=chunk) Adjusted EBITDA (in thousands) | Period | 2025 | 2024 | | :--- | :--- | :--- | | Three Months Ended June 30, | $(2,700) | $(4,700) | | Six Months Ended June 30, | $(7,800) | $(9,900) | [Macroeconomic and Industry Conditions](index=30&type=section&id=Macroeconomic%20and%20Industry%20Conditions) - Unfavorable macroeconomic conditions (inflation, interest rates, tariffs, global conflicts) and legal industry conditions (e.g., executive orders impacting law firms, reduced federal enforcement) could negatively affect business growth and results of operations, though no material adverse impact has been observed to date[133](index=133&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk) [Key Factors Affecting Our Performance](index=30&type=section&id=Key%20Factors%20Affecting%20Our%20Performance) - Maintaining and advancing innovation and brand, including new AI-powered offerings like the ediscovery chatbot Cecilia - Increasing usage and penetration within the existing customer base by expanding offerings and centralizing legal data - Adding new customers, particularly those with significant ediscovery needs, through effective sales and marketing - Expanding sales coverage by increasing headcount in strategic locations globally - Extending and strengthening channel partnerships with legal services and cloud infrastructure providers - Expanding the offering portfolio to cover more legal processes using AI and automation - Expanding internationally, especially in the United Kingdom and India, where less than **10%** of revenue is currently generated outside the U.S - Pursuing strategic acquisitions and investments to expand product functionality and talent[137](index=137&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) [Key Components of Statement of Operations](index=32&type=section&id=Key%20Components%20of%20Statement%20of%20Operations) - Revenue is primarily usage-based (**90%**) and subscription-based (**10%**), derived from legal product offerings[147](index=147&type=chunk)[148](index=148&type=chunk) - Cost of revenue includes third-party cloud infrastructure, outsourced staffing, capitalized software amortization, and personnel costs, expected to be impacted by infrastructure investments and staffing changes[149](index=149&type=chunk) - Operating expenses (R&D, S&M, G&A) are largely driven by personnel costs (salaries, benefits, bonuses, stock-based compensation, commissions) and allocated overhead[150](index=150&type=chunk) - R&D expenses are expected to remain relatively consistent in absolute dollars but may fluctuate as a percentage of revenue, with capitalized software development costs also impacting this line item[151](index=151&type=chunk) - Sales and marketing expenses are expected to increase in absolute dollars and remain the largest operating expense, fluctuating as a percentage of revenue[152](index=152&type=chunk) - General and administrative expenses are expected to remain relatively consistent in absolute dollars but may fluctuate as a percentage of total revenue[153](index=153&type=chunk) - Interest and other income, net, includes interest income, non-operating income, interest expense, and foreign currency gains/losses[154](index=154&type=chunk) - Income tax provision primarily relates to foreign and state jurisdictions, with a full valuation allowance on federal and state deferred tax assets due to historical losses[155](index=155&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) [Comparison of the Three Months Ended June 30, 2025 and 2024](index=34&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) Revenue Comparison (Three Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $38,106 | $36,005 | $2,101 | 6% | | Software Revenue | $32,744 | $29,278 | $3,466 | 12% | | Services Revenue | $5,362 | $6,727 | $(1,365) | (20)% | - Total revenue increase driven by **$4.4 million** from new customers, partially offset by a **$2.3 million** decrease from existing customers due to reduced usage[159](index=159&type=chunk)[160](index=160&type=chunk) - Software revenue increased due to higher usage, while services revenue decreased due to lower managed review activity[159](index=159&type=chunk)[160](index=160&type=chunk) Cost of Revenue Comparison (Three Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Cost of Revenue | $9,683 | $9,288 | $395 | 4% | | Percentage of Revenue | 25% | 26% | | | - Cost of revenue increased primarily due to a **$0.6 million** increase in cloud hosting costs and a **$0.4 million** increase in salary and benefits, partially offset by a **$0.7 million** decrease in outsourced staffing fees[162](index=162&type=chunk) Operating Expenses Comparison (Three Months Ended June 30, in thousands) | Expense Category | 2025 | 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Research and development | $13,968 | $12,888 | $1,080 | 8% | | Sales and marketing | $15,241 | $15,498 | $(257) | (2)% | | General and administrative | $11,024 | $10,715 | $309 | 3% | - R&D increased due to a **$1.5 million** rise in personnel costs (including stock-based compensation) from increased headcount, partially offset by higher capitalized software development[163](index=163&type=chunk) - Sales and marketing decreased primarily due to a **$0.2 million** reduction in marketing expenses[164](index=164&type=chunk) - G&A increased mainly from a **$0.7 million** rise in professional services costs (legal fees for securities litigation), partially offset by a **$0.3 million** decrease in insurance expense[165](index=165&type=chunk) [Comparison of the Six Months Ended June 30, 2025 and 2024](index=36&type=section&id=Comparison%20of%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Revenue Comparison (Six Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $74,759 | $71,576 | $3,183 | 4% | | Software Revenue | $63,631 | $59,187 | $4,444 | 8% | | Services Revenue | $11,128 | $12,389 | $(1,261) | (10)% | - Total revenue increase driven by **$7.7 million** from new customers, partially offset by a **$4.5 million** decrease from existing customers due to reduced usage[166](index=166&type=chunk)[167](index=167&type=chunk) - Software revenue increased due to higher usage, while services revenue decreased due to lower managed review activity[166](index=166&type=chunk)[167](index=167&type=chunk) Cost of Revenue Comparison (Six Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Cost of Revenue | $19,186 | $18,140 | $1,046 | 6% | | Percentage of Revenue | 26% | 25% | | | - Cost of revenue increased primarily due to a **$1.0 million** rise in cloud hosting costs and a **$0.6 million** increase in salary and benefits, partially offset by an **$0.8 million** decrease in outsourced staffing fees[168](index=168&type=chunk) Operating Expenses Comparison (Six Months Ended June 30, in thousands) | Expense Category | 2025 | 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Research and development | $28,225 | $24,967 | $3,258 | 13% | | Sales and marketing | $29,768 | $31,306 | $(1,538) | (5)% | | General and administrative | $22,000 | $21,879 | $121 | 1% | - R&D increased due to a **$3.4 million** rise in personnel costs (including stock-based compensation) from increased headcount, partially offset by higher capitalized software development[169](index=169&type=chunk) - Sales and marketing decreased primarily due to an **$0.8 million** reduction in personnel costs (including stock-based and variable compensation) from decreased headcount, and a **$0.7 million** decrease in marketing expenses[170](index=170&type=chunk) - G&A increased mainly from a **$0.6 million** rise in personnel costs (including stock-based compensation) from increased headcount, partially offset by a **$0.5 million** decrease in insurance expense[171](index=171&type=chunk) [Non-GAAP Financial Measure](index=37&type=section&id=Non-GAAP%20Financial%20Measure) - Adjusted EBITDA is a non-GAAP measure used by management to evaluate operating performance, excluding depreciation, amortization, income tax, interest and other net, stock-based compensation, payroll tax on employee stock transactions, and stockholder litigation expenses[172](index=172&type=chunk)[173](index=173&type=chunk) Reconciliation of Adjusted EBITDA to Net Loss (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(10,812) | $(10,834) | $(22,205) | $(21,416) | | Depreciation and amortization expense | $902 | $1,028 | $1,829 | $2,103 | | Income tax provision | $210 | $105 | $347 | $191 | | Interest and other, net | $(1,208) | $(1,655) | $(2,562) | $(3,491) | | Stock-based compensation expense | $6,478 | $6,058 | $12,357 | $11,731 | | Payroll tax expense on employee stock transactions | $161 | $178 | $311 | $371 | | Expenses associated with stockholder litigation | $1,581 | $384 | $2,146 | $583 | | Adjusted EBITDA | $(2,688) | $(4,736) | $(7,777) | $(9,928) | - Adjusted EBITDA improved from **$(4.7) million** to **$(2.7) million** for the three months ended June 30, 2025, and from **$(9.9) million** to **$(7.8) million** for the six months ended June 30, 2025, indicating reduced operating losses on an adjusted basis[175](index=175&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2025, the company had **$21.7 million** in cash and cash equivalents and **$92.8 million** in short-term investments, which are believed to be sufficient to fund anticipated cash requirements for the next 12 months[176](index=176&type=chunk) Material Cash Requirements for Future Periods (in thousands) as of June 30, 2025 | Obligation Type | Remainder of 2025 | 2026 - 2027 | 2028 - 2029 | Total | | :--- | :--- | :--- | :--- | :--- | | Operating lease commitments | $1,422 | $5,923 | $1,397 | $8,742 | | Finance lease commitments | $23 | $94 | $28 | $145 | | Cloud platform purchase commitments | $11,070 | $44,280 | $33,210 | $88,560 | | Other purchase commitments | $1,306 | $1,820 | $0 | $3,126 | | Total | $13,821 | $52,117 | $34,635 | $100,573 | - Future capital requirements depend on revenue growth, product usage, billing frequency, and spending on sales, marketing, R&D, and strategic investments. The company may seek additional equity or debt financing[180](index=180&type=chunk)[182](index=182&type=chunk) Cash Flows Summary (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Cash used in operating activities | $(14,719) | $(7,980) | $(6,739) | 84% | | Cash used in investing activities | $(16,288) | $(1,344) | $(14,944) | 1,112% | | Cash used in financing activities | $(92) | $(20,222) | $20,130 | (100)% | | Net decrease in cash and cash equivalents | $(31,099) | $(29,546) | $(1,553) | 5% | - Operating cash outflow increased by **$6.7 million**, driven by higher net loss and changes in accounts receivable and accrued expenses[185](index=185&type=chunk) - Investing cash outflow significantly increased by **$14.9 million**, primarily due to **$91.9 million** in short-term investment purchases, partially offset by **$77.1 million** in maturities[186](index=186&type=chunk) - Financing cash outflow decreased by **$20.1 million**, mainly due to the absence of a share repurchase program in 2025 that occurred in 2024[187](index=187&type=chunk) [Critical Accounting Estimates](index=40&type=section&id=Critical%20Accounting%20Estimates) - The preparation of financial statements requires significant estimates and assumptions, particularly for capitalized software development and acquisitions[188](index=188&type=chunk)[189](index=189&type=chunk) - Capitalized software development costs involve judgment in determining capitalization timing, ongoing value, and useful lives, which could materially affect financial results if assumptions change[190](index=190&type=chunk) - Acquisitions require extensive estimates and judgments to allocate purchase price to tangible and intangible assets based on fair values, with potential for adjustments during the measurement period[191](index=191&type=chunk) [Recent Accounting Pronouncements](index=40&type=section&id=Recent%20Accounting%20Pronouncements) - The company is evaluating the impact of ASU 2023-09 (Income Taxes) and ASU 2024-03 (Expense Disaggregation Disclosures), effective for annual periods beginning after December 15, 2024, and fiscal years beginning after December 15, 2026, respectively[192](index=192&type=chunk) [JOBS Act Accounting Election](index=40&type=section&id=JOBS%20Act%20Accounting%20Election) - As an emerging growth company under the JOBS Act, the company has irrevocably opted out of the extended transition period for new accounting standards, adopting them at the same time as other public companies[193](index=193&type=chunk)[194](index=194&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, CS Disco, Inc. is exempt from providing quantitative and qualitative market risk disclosures - The company is a smaller reporting company and is not required to provide disclosures about market risk[195](index=195&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management assessed disclosure controls and procedures as effective, with no material changes to internal control over financial reporting during the quarter - Disclosure controls and procedures were evaluated as effective at the reasonable assurance level as of June 30, 2025[197](index=197&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[198](index=198&type=chunk) - Management acknowledges inherent limitations in control systems, which can only provide reasonable, not absolute, assurance against errors or fraud[199](index=199&type=chunk) Part II - Other Information [Item 1. Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company faces a pending stockholder class action lawsuit from September 2023, alleging federal securities law violations regarding revenue growth statements - A stockholder class action lawsuit filed in September 2023, alleging violations of Sections 10(b) and 20(a) of the Exchange Act, remains pending. The complaint alleges materially false or misleading statements about revenue growth drivers[201](index=201&type=chunk) - A motion to dismiss the amended complaint was partially granted and partially denied in January 2025, and a motion for reconsideration was denied in April 2025[201](index=201&type=chunk) [Item 1A. Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) This section details various risks, including IT, growth, industry, socioeconomic, IP, litigation, regulatory, tax, accounting, and public company factors, that could adversely affect the business [Risk Factors Summary](index=42&type=section&id=Risk%20Factors%20Summary) - Compromise of IT systems or data could lead to significant costs, revenue loss, liabilities, and reputational harm - Past substantial growth may not indicate future growth, making future prospects difficult to evaluate - Limited operating history and history of losses make business evaluation difficult and increase investment risks - Dependence on customers increasing product usage; loss of customers or decline in usage could harm the business - Revenue is substantially derived from product usage - Inability to attract and retain customers will adversely affect financial results - Reliance on third-party cloud infrastructure providers; disruptions could harm business - Fluctuations in financial results may make quarterly comparisons not meaningful - Failure to accurately forecast revenue or manage expenditures, or meet guidance, could adversely affect operating results and stock price - Revenue growth depends on strategic relationships with law firms and legal services providers - Competitive markets; failure to compete effectively will harm the business - Pricing model challenges and inability to accurately predict optimal pricing - Inability to improve and sustain corporate culture as the company grows could harm success - Reliance on highly skilled personnel; loss of key employees could harm the business - International operations and expansion create various operational challenges - Unfavorable global economic conditions could reduce legal spending - Potential for legal proceedings and intellectual property disputes, which are costly - Operating in a highly regulated industry; non-compliance could harm the business - Insiders have substantial control over corporate matters[203](index=203&type=chunk)[207](index=207&type=chunk) [Risks Related to Information Technology and Cybersecurity](index=43&type=section&id=Risks%20Related%20to%20Information%20Technology%20and%20Cybersecurity) - Reliance on third-party software licenses; inability to renew or maintain terms could adversely affect business - Use of open source software may restrict functionality or require source code release, leading to litigation or re-engineering costs - Stringent and evolving data privacy and security laws (e.g., EU GDPR, UK GDPR, CCPA) pose compliance challenges, potential fines, litigation, and reputational harm - Cross-border data transfer restrictions (e.g., EU GDPR, UK GDPR) could interrupt operations or necessitate costly relocation of data processing - Reliance on targeted advertising is challenged by platform changes (Apple, Google), browser policies (third-party cookies), and increasing consumer resistance, potentially impairing customer reach - Vulnerability to cybersecurity incidents (e.g., cyberattacks, ransomware, human error, supply-chain attacks) could lead to system compromise, data loss, operational disruptions, significant liabilities, and reputational damage - Reliance on third-party cloud infrastructure (e.g., AWS) for hosting; disruptions, capacity limitations, or changes in terms could adversely affect business operations and financial results - Use of AI/ML in products and operations introduces risks such as operational challenges, flawed or biased outputs, sensitive data leakage, increased compliance costs, and potential legal liability from deceptive statements[204](index=204&type=chunk)[205](index=205&type=chunk)[206](index=206&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk)[214](index=214&type=chunk)[215](index=215&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk)[227](index=227&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk)[230](index=230&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk)[233](index=233&type=chunk)[235](index=235&type=chunk)[236](index=236&type=chunk)[237](index=237&type=chunk)[238](index=238&type=chunk)[239](index=239&type=chunk) [Risks Related to Our Growth and Capital Requirements](index=50&type=section&id=Risks%20Related%20to%20Our%20Growth%20and%20Capital%20Requirements) - Substantial historical growth may not be indicative of future performance, with potential for declining revenue growth rates due to market maturation, competition, and other factors[240](index=240&type=chunk) - Significant financial and other resources are expended on technology infrastructure, sales and marketing, product development, customer services, acquisitions, and international expansion, with no guarantee of success or increased revenue[241](index=241&type=chunk) - Inability to successfully manage growth, including scaling infrastructure and internal systems, could lead to impaired performance and reduced customer satisfaction[242](index=242&type=chunk) - Limited operating history at current scale and history of net losses (**$22.2 million** for six months ended June 30, 2025) make future prospects difficult to evaluate and increase investment risks[243](index=243&type=chunk)[244](index=244&type=chunk) - Ability to raise future capital may be limited or unavailable on acceptable terms, potentially hindering growth opportunities and causing dilution to stockholders[245](index=245&type=chunk)[246](index=246&type=chunk) - Issuance of additional capital stock for financings, acquisitions, or equity incentive plans will dilute existing stockholders' ownership interests[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk)[250](index=250&type=chunk) [Risks Related to Our Business and Industry](index=52&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) - Business depends on customers increasing usage; loss of customers or decline in usage (e.g., due to legal matter conclusions, budget constraints, competition) could harm revenue and operations[251](index=251&type=chunk)[252](index=252&type=chunk) - Usage of product offerings accounts for substantially all revenue; slow market adoption or decreased demand for e-discovery solutions would harm the business[253](index=253&type=chunk)[254](index=254&type=chunk) - Inability to attract new customers and retain existing ones, due to competition, switching costs, or negative perceptions, would adversely affect financial results[255](index=255&type=chunk)[256](index=256&type=chunk) - Platform failures (defects, interruptions, delays) could lead to customer loss, service claims, and significant costs[257](index=257&type=chunk)[258](index=258&type=chunk) - Incorrect or improper use of product offerings by customers or third parties could result in dissatisfaction, negative publicity, and harm to business[260](index=260&type=chunk) - Reliance on third-party cloud infrastructure providers (e.g., AWS); any disruption, capacity limitation, or change in terms could adversely affect business[261](index=261&type=chunk)[262](index=262&type=chunk) - Fluctuations in financial results are expected due to the usage-based model and inherent unpredictability of legal matters, making period-to-period comparisons difficult[263](index=263&type=chunk)[264](index=264&type=chunk) - Failure to accurately forecast revenue or manage expenditures, or meet publicly announced guidance, could adversely affect operating results and stock price[265](index=265&type=chunk)[266](index=266&type=chunk) - Inability to adapt to rapidly changing technology, evolving industry standards, and customer needs could make product offerings less competitive, potentially leading to impairment charges (e.g., **$15.2 million** in 2024 related to primary law intangible asset)[267](index=267&type=chunk)[268](index=268&type=chunk) - A limited number of customers represent a substantial portion of revenue; loss or reduced usage by these customers could significantly decline revenue[269](index=269&type=chunk)[270](index=270&type=chunk) - Success depends on strategic relationships with law firms and legal services providers; failure to establish or maintain these could adversely affect business[271](index=271&type=chunk)[272](index=272&type=chunk) - Failure to effectively develop and expand marketing and sales capabilities, including recruiting and retaining sales personnel, could harm customer acquisition and market acceptance[273](index=273&type=chunk)[274](index=274&type=chunk) - Highly fragmented and competitive market; inability to compete effectively against larger, more resourced competitors could harm business[275](index=275&type=chunk)[276](index=276&type=chunk) - Inaccurate estimates of addressable market opportunity could limit future growth rate and lead to misallocation of capital[277](index=277&type=chunk)[278](index=278&type=chunk) - Failure to develop, maintain, and enhance brand could impair customer base expansion and harm business[279](index=279&type=chunk)[280](index=280&type=chunk) - Pricing model challenges, including limited experience and potential need to reduce prices or develop new models, could adversely affect revenue and profitability[281](index=281&type=chunk)[282](index=282&type=chunk) - Long and unpredictable sales cycles, especially with enterprise customers, require considerable time and expense without guaranteed sales[283](index=283&type=chunk)[284](index=284&type=chunk) - Inability to build and sustain a productive corporate culture, particularly after management changes, could harm talent retention and customer relationships[285](index=285&type=chunk)[286](index=286&type=chunk) - Dependence on customers' continued and unimpeded internet access to the platform; disruptions could lead to reduced usage and harm to brand[287](index=287&type=chunk)[288](index=288&type=chunk) - Failure to offer high-quality support and professional services could harm customer relationships and future financial performance[289](index=289&type=chunk)[290](index=290&type=chunk) - Reliance on highly skilled personnel, including management and key employees; loss of such personnel could harm business[291](index=291&type=chunk)[292](index=292&type=chunk) - Future acquisitions, strategic investments, partnerships, or alliances may be difficult to identify and integrate, divert management attention, and dilute stockholder value[293](index=293&type=chunk)[294](index=294&type=chunk)[295](index=295&type=chunk)[296](index=296&type=chunk)[297](index=297&type=chunk)[298](index=298&type=chunk) - International operations and planned geographic expansion (e.g., India, UK) create operational challenges, including varying seasonality, currency fluctuations, and regulatory differences[299](index=299&type=chunk)[300](index=300&type=chunk)[301](index=301&type=chunk)[302](index=302&type=chunk)[303](index=303&type=chunk)[304](index=304&type=chunk)[305](index=305&type=chunk)[306](index=306&type=chunk)[307](index=307&type=chunk)[308](index=308&type=chunk][309](index=309&type=chunk)[310](index=310&type=chunk)[311](index=311&type=chunk)[312](index=312&type=chunk) - Exposure to fluctuations in currency exchange rates, particularly for foreign operating expenses, could adversely affect operating results[313](index=313&type=chunk)[314](index=314&type=chunk) [Risks Related to Socioeconomic Factors](index=65&type=section&id=Risks%20Related%20to%20Socioeconomic%20Factors) - Unfavorable global economic conditions (recession, inflation, interest rates, geopolitical conflicts) could reduce legal spending and harm business[315](index=315&type=chunk)[316](index=316&type=chunk) - International trade policies (tariffs, sanctions, trade barriers) may indirectly impact business by raising costs, constraining supply, or affecting customer demand[317](index=317&type=chunk)[318](index=318&type=chunk) [Risks Related to Our Intellectual Property](index=67&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) - Failure to protect proprietary technology and intellectual property rights (patents, trademarks, copyrights, trade secrets) could harm business and competitive advantage[319](index=319&type=chunk)[320](index=320&type=chunk) - Potential for legal proceedings and litigation, including intellectual property disputes, which are costly, time-consuming, and could result in significant liability or loss of rights[321](index=321&type=chunk)[322](index=322&type=chunk)[323](index=323&type=chunk)[324](index=324&type=chunk) - Risk of claims asserting wrongful use or disclosure of trade secrets by employees or ownership of company's intellectual property by third parties[325](index=325&type=chunk)[326](index=326&type=chunk)[327](index=327&type=chunk) - Contractual provisions with customers and third parties may expose the company to substantial liability for intellectual property infringement, data protection, and other losses, potentially uncapped[328](index=328&type=chunk)[329](index=329&type=chunk)[330](index=330&type=chunk) [Risks Related to Litigation, Regulatory Compliance and Governmental Matters](index=70&type=section&id=Risks%20Related%20to%20Litigation%2C%20Regulatory%20Compliance%20and%20Governmental%20Matters) - Ongoing or future litigation, including securities litigation, could be costly, time-consuming, divert management attention, and harm business[331](index=331&type=chunk)[332](index=332&type=chunk) - Operating in a highly regulated legal industry; non-compliance with federal, state, local, and foreign laws (e.g., unauthorized practice of law, data privacy) could force operational changes or harm business[333](index=333&type=chunk)[334](index=334&type=chunk)[335](index=335&type=chunk) - Subject to anti-corruption, anti-bribery, and anti-money laundering laws (e.g., FCPA, UK Bribery Act); non-compliance can lead to criminal/civil liability and harm business[336](index=336&type=chunk)[337](index=337&type=chunk)[338](index=338&type=chunk) - Sales to government entities and highly regulated organizations are subject to challenges, stringent regulations, audits, and potential contract termination for convenience[339](index=339&type=chunk)[340](index=340&type=chunk)[341](index=341&type=chunk)[342](index=342&type=chunk] - Subject to governmental export and import controls (e.g., U.S. Export Administration Regulations, OFAC sanctions); violations could lead to fines, penalties, and limitations on international market competition[343](index=343&type=chunk)[344](index=344&type=chunk)[345](index=345&type=chunk)[346](index=346&type=chunk)[347](index=347&type=chunk)[348](index=348&type=chunk) [Risks Related to Tax and Accounting Matters](index=73&type=section&id=Risks%20Related%20to%20Tax%20and%20Accounting%20Matters) - Ability to use net operating losses (NOLs) to offset future taxable income may be limited by expiration periods and Section 382 ownership change rules[349](index=349&type=chunk)[350](index=350&type=chunk) - International operations may lead to adverse tax consequences due to challenges in transfer pricing, changes in tax laws, or assertions of taxable connection in new jurisdictions[351](index=351&type=chunk)[352](index=352&type=chunk) - Potential requirement to collect sales or other related taxes in jurisdictions where not historically done, leading to substantial payments, administrative burdens, or reduced customer demand[353](index=353&type=chunk)[354](index=354&type=chunk) - Changes in effective tax rate or tax liability due to shifts in income distribution, tax law changes, or audit outcomes could harm business[355](index=355&type=chunk) - Financial results may be adversely affected by changes in U.S. GAAP or difficulties in implementing new accounting pronouncements[356](index=356&type=chunk) [Risks Related to Being a Public Company](index=75&type=section&id=Risks%20Related%20to%20Being%20a%20Public%20Company) - Management team has limited experience managing a public company, potentially diverting attention from day-to-day business[359](index=359&type=chunk)[360](index=360&type=chunk) - Failure to maintain effective internal control over financial reporting could impair timely and accurate financial statements, leading to regulatory discipline or restatements[361](index=361&type=chunk)[362](index=362&type=chunk) - Inability to successfully manage business growth by improving internal systems, processes, and controls could lead to operational difficulties and customer loss[363](index=363&type=chunk)[364](index=364&type=chunk) - As an 'emerging growth company,' reliance on reduced reporting and disclosure requirements may make common stock less attractive to investors, leading to lower trading volume and increased volatility[365](index=365&type=chunk)[366](index=366&type=chunk)[367](index=367&type=chunk) [Risks Related to Ownership of Our Common Stock](index=77&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Common%20Stock) - Insiders (officers, directors, associated funds) have substantial control, influencing corporate matters and potentially limiting other stockholders' influence[368](index=368&type=chunk)[369](index=369&type=chunk) - Stock price may be volatile due to financial fluctuations, analyst expectations, competitive announcements, litigation, and general market conditions[370](index=370&type=chunk)[371](index=371&type=chunk)[372](index=372&type=chunk)[373](index=373&type=chunk) - Sales of common stock in the public market by existing holders could depress the market price and impair ability to raise capital[374](index=374&type=chunk)[375](index=375&type=chunk) - If securities or industry analysts cease coverage or publish unfavorable research, stock price and trading volume could decline[376](index=376&type=chunk)[377](index=377&type=chunk) - No intention to pay dividends for the foreseeable future; return on investment depends on stock price appreciation[378](index=378&type=chunk)[379](index=379&type=chunk) - Anti-takeover provisions in charter documents and Delaware law could make acquisitions more difficult and limit stockholders' ability to replace management[380](index=380&type=chunk)[381](index=381&type=chunk)[382](index=382&type=chunk)[383](index=383&type=chunk) - Exclusive forum provisions in the amended and restated certificate of incorporation could limit stockholders' ability to choose a favorable judicial forum for disputes[384](index=384&type=chunk)[385](index=385&type=chunk)[386](index=386&type=chunk) - Ongoing securities litigation and potential stockholder activism could negatively affect business, incur significant expenses, and impact stock price[387](index=387&type=chunk)[388](index=388&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=81&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity sales or use of proceeds were reported by the company during the period - No unregistered sales of equity securities were reported[390](index=390&type=chunk) - No use of proceeds was reported[391](index=391&type=chunk) [Item 3. Defaults Upon Senior Securities](index=81&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults on senior securities - No defaults upon senior securities were reported[392](index=392&type=chunk) [Item 4. Mine Safety Disclosures](index=81&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures - No mine safety disclosures were reported[393](index=393&type=chunk) [Item 5. Other Information](index=81&type=section&id=Item%205.%20Other%20Information) Directors and officers adopted Rule 10b5-1(c) trading plans for common stock purchases during the quarter ended June 30, 2025 Rule 10b5-1(c) Trading Plans Adopted by Directors and Officers | Name | Position | Adoption Date | Total Shares of Common Stock to be Purchased (1) | Expiration Date | | :--- | :--- | :--- | :--- | :--- | | James Offerdahl | Director | May 15, 2025 | 9,500 | August 15, 2026 | | Thomas Bogan | Director | June 13, 2025 | 100,000 | August 15, 2026 | - The actual number of shares purchased under these plans will depend on the company's share price and is not determinable at this time[395](index=395&type=chunk) [Item 6. Exhibits and Financial Statement Schedules](index=82&type=section&id=Item%206.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists Form 10-Q exhibits, including corporate governance documents, executive certifications, and XBRL files - Exhibit 3.1: Amended and Restated Certificate of Incorporation - Exhibit 3.2: Amended and Restated Bylaws - Exhibit 31.1* and 31.2*: Certifications of Principal Executive Officer and Principal Financial Officer (filed herewith) - Exhibit 32.1: Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 (deemed not filed for Section 18 purposes) - Exhibits 101.INS, 101.SCH, 104: Inline XBRL documents[398](index=398&type=chunk)[399](index=399&type=chunk) Signatures [Executive Signatures](index=83&type=section&id=Executive%20Signatures) The report was signed by the CEO and CFO on August 6, 2025, certifying its submission - The report was signed by Eric Friedrichsen, Chief Executive Officer, and Michael S. Lafair, Executive Vice President, Chief Financial Officer, on August 6, 2025[404](index=404&type=chunk)

[Report Information](index=1&type=section&id=Report%20Information) Viemed Healthcare, Inc. filed its Q2 2025 Form 10-Q, identifying as an accelerated filer with 38.8 million common shares outstanding - Viemed Healthcare, Inc. submitted its Form 10-Q quarterly report for the period ended June 30, 2025[1](index=1&type=chunk) - The company's stock ticker is VMD, listed on The Nasdaq Stock Market LLC[3](index=3&type=chunk) - The company is designated as an **Accelerated Filer**[4](index=4&type=chunk) - As of July 31, 2025, the company had **38,785,759 common shares outstanding**[4](index=4&type=chunk) [PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and notes for the periods ended June 30, 2025 and 2024 [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section includes the company's unaudited condensed consolidated financial statements, comprising balance sheets, income statements, statements of changes in shareholders' equity, and cash flow statements, along with notes for the periods ended June 30, 2025, and 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This statement details the company's financial position, including assets, liabilities, and shareholders' equity, as of specific reporting dates Condensed Consolidated Balance Sheets Key Data (in thousands of dollars) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change ($) | Change (%) | | :--------------------------------- | :-------------------------- | :-------------------------- | :--------- | :--------- | | **Assets** | | | | | | Total current assets | $55,291 | $52,880 | $2,411 | 4.56% | | Total long-term assets | $129,312 | $124,189 | $5,123 | 4.12% | | **Total Assets** | **$184,603** | **$177,069** | **$7,534** | **4.25%** | | **Liabilities** | | | | | | Total