CS Disco(LAW) - 2025 Q2 - Quarterly Report

Form 10-Q Filing Information Registrant Information 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] 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 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][9] - 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] Key Forward-Looking Topics 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] - 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] Part I - Financial Information Item 1. Financial Statements 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 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] - Short-term investments increased by $16,461 thousand over the same period[15] Condensed Consolidated Statements of Operations and Comprehensive Loss 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] - 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] Condensed Consolidated Statements of Changes in Stockholders' Equity 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] - Additional paid-in capital increased by $12,628 thousand, driven by stock compensation expense and ESPP[20] Condensed Consolidated Statements of Cash Flows 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] - Net cash used in investing activities significantly increased by $14,944 thousand, mainly due to purchases of short-term investments[26] - 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] Notes to the Condensed Consolidated Financial Statements Note 1. Organization and Nature of Operations - 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] Note 2. Summary of Significant Accounting Policies - 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] - Unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim information, with certain footnotes condensed or omitted[30][32] - 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][34] - Estimates are used for various financial items, including credit losses, capitalized software development, goodwill, and income taxes; actual results may differ materially[35] - 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] - 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] 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] - Goodwill is tested annually for impairment; no impairment was recognized for all periods presented[53] - The company operates in a single reporting segment, with the CEO reviewing consolidated financial information for resource allocation and performance evaluation[58] 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] - Research and development expenses consist mainly of personnel costs, contractor fees, and third-party cloud infrastructure for product development[62] - Sales and marketing expenses include personnel costs, advertising, travel, and software services for sales and marketing functions[63] - 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] - Stock-based compensation expense is recognized based on fair value at grant date, with forfeitures accounted for as they occur[65] - The company maintains a full valuation allowance on substantially all U.S. deferred tax assets due to a history of losses[67] - ASU 2023-09 (Income Taxes) is effective for annual periods after December 15, 2024, requiring additional rate reconciliation disclosures[69] - ASU 2024-03 (Expense Disaggregation Disclosures) is effective for fiscal years after December 15, 2026, requiring disaggregation of certain expense captions[70] Note 3. Revenue Recognition - Revenue is recognized when control of product offerings is transferred to customers, following a five-step framework (ASC 606)[71][72][74] - 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][77] 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 - The company operates as a single reporting segment, with the CEO as the chief operating decision maker reviewing consolidated financial information[85] 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 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] Note 6. Property and Equipment 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] - 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][92] - 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] Note 7. Leases - The company leases office spaces (Austin, New York) under non-cancellable operating leases and furniture under a non-cancellable finance lease[94] 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] Note 8. Commitments and Contingencies 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] Note 9. Goodwill and Intangible Assets - 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] - 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] 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 - 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] 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] - 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] 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] - 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] Note 11. Income Taxes 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] - A full valuation allowance is maintained on substantially all U.S. deferred tax assets due to a history of losses[119] - 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] Note 12. Defined Contribution Plan 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][121] Note 13. Net Loss Per Share Attributable to Common Stockholders 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] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition, operational results, key performance factors, non-GAAP measures, liquidity, capital resources, and critical accounting estimates 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] - 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][148] - Revenue for the three months ended June 30, 2025: $38.1 million (6% growth YoY)[130] - Revenue for the six months ended June 30, 2025: $74.8 million (4% growth YoY)[130] - Net loss for the three months ended June 30, 2025: $10.8 million (stable YoY)[131] - Net loss for the six months ended June 30, 2025: $22.2 million (increased from $21.4 million YoY)[131] 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 - 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][134][135] Key Factors Affecting Our Performance - 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][138][139][141][142][143][144][145][146] Key Components of Statement of Operations - Revenue is primarily usage-based (90%) and subscription-based (10%), derived from legal product offerings[147][148] - 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] - 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] - 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] - Sales and marketing expenses are expected to increase in absolute dollars and remain the largest operating expense, fluctuating as a percentage of revenue[152] - General and administrative expenses are expected to remain relatively consistent in absolute dollars but may fluctuate as a percentage of total revenue[153] - Interest and other income, net, includes interest income, non-operating income, interest expense, and foreign currency gains/losses[154] - 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] Results of Operations Comparison of the Three Months Ended June 30, 2025 and 2024 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][160] - Software revenue increased due to higher usage, while services revenue decreased due to lower managed review activity[159][160] 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] 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] - Sales and marketing decreased primarily due to a $0.2 million reduction in marketing expenses[164] - 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] Comparison of the Six Months Ended June 30, 2025 and 2024 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][167] - Software revenue increased due to higher usage, while services revenue decreased due to lower managed review activity[166][167] 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] 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] - 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] - 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] Non-GAAP Financial Measure - 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][173] 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] Liquidity and Capital Resources - 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] 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][182] 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] - 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] - 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] Critical Accounting Estimates - The preparation of financial statements requires significant estimates and assumptions, particularly for capitalized software development and acquisitions[188][189] - 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] - 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] Recent Accounting Pronouncements - 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] JOBS Act Accounting Election - 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][194] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] Item 4. Controls and Procedures 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] - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[198] - Management acknowledges inherent limitations in control systems, which can only provide reasonable, not absolute, assurance against errors or fraud[199] Part II - Other Information Item 1. Legal Proceedings 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] - 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] Item 1A. Risk Factors 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 - 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][207] Risks Related to Information Technology and Cybersecurity - 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][205][206][208][209][210][211][212][213][214][215][216][217][218][219][220][221][222][223][224][225][226][227][228][229][230][231][232][233][235][236][237][238][239] Risks Related to Our Growth and Capital Requirements - 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] - 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] - Inability to successfully manage growth, including scaling infrastructure and internal systems, could lead to impaired performance and reduced customer satisfaction[242] - 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][244] - Ability to raise future capital may be limited or unavailable on acceptable terms, potentially hindering growth opportunities and causing dilution to stockholders[245][246] - Issuance of additional capital stock for financings, acquisitions, or equity incentive plans will dilute existing stockholders' ownership interests[247][248][249][250] Risks Related to Our Business and Industry - 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][252] - Usage of product offerings accounts for substantially all revenue; slow market adoption or decreased demand for e-discovery solutions would harm the business[253][254] - Inability to attract new customers and retain existing ones, due to competition, switching costs, or negative perceptions, would adversely affect financial results[255][256] - Platform failures (defects, interruptions, delays) could lead to customer loss, service claims, and significant costs[257][258] - Incorrect or improper use of product offerings by customers or third parties could result in dissatisfaction, negative publicity, and harm to business[260] - Reliance on third-party cloud infrastructure providers (e.g., AWS); any disruption, capacity limitation, or change in terms could adversely affect business[261][262] - 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][264] - Failure to accurately forecast revenue or manage expenditures, or meet publicly announced guidance, could adversely affect operating results and stock price[265][266] - 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][268] - A limited number of customers represent a substantial portion of revenue; loss or reduced usage by these customers could significantly decline revenue[269][270] - Success depends on strategic relationships with law firms and legal services providers; failure to establish or maintain these could adversely affect business[271][272] - Failure to effectively develop and expand marketing and sales capabilities, including recruiting and retaining sales personnel, could harm customer acquisition and market acceptance[273][274] - Highly fragmented and competitive market; inability to compete effectively against larger, more resourced competitors could harm business[275][276] - Inaccurate estimates of addressable market opportunity could limit future growth rate and lead to misallocation of capital[277][278] - Failure to develop, maintain, and enhance brand could impair customer base expansion and harm business[279][280] - Pricing model challenges, including limited experience and potential need to reduce prices or develop new models, could adversely affect revenue and profitability[281][282] - Long and unpredictable sales cycles, especially with enterprise customers, require considerable time and expense without guaranteed sales[283][284] - Inability to build and sustain a productive corporate culture, particularly after management changes, could harm talent retention and customer relationships[285][286] - Dependence on customers' continued and unimpeded internet access to the platform; disruptions could lead to reduced usage and harm to brand[287][288] - Failure to offer high-quality support and professional services could harm customer relationships and future financial performance[289][290] - Reliance on highly skilled personnel, including management and key employees; loss of such personnel could harm business[291][292] - Future acquisitions, strategic investments, partnerships, or alliances may be difficult to identify and integrate, divert management attention, and dilute stockholder value[293][294][295][296][297][298] - International operations and planned geographic expansion (e.g., India, UK) create operational challenges, including varying seasonality, currency fluctuations, and regulatory differences[299][300][301][302][303][304][305][306][307][308](index=308&type=chunk][309][310][311][312] - Exposure to fluctuations in currency exchange rates, particularly for foreign operating expenses, could adversely affect operating results[313][314] Risks Related to Socioeconomic Factors - Unfavorable global economic conditions (recession, inflation, interest rates, geopolitical conflicts) could reduce legal spending and harm business[315][316] - International trade policies (tariffs, sanctions, trade barriers) may indirectly impact business by raising costs, constraining supply, or affecting customer demand[317][318] Risks Related to Our Intellectual Property - Failure to protect proprietary technology and intellectual property rights (patents, trademarks, copyrights, trade secrets) could harm business and competitive advantage[319][320] - 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][322][323][324] - Risk of claims asserting wrongful use or disclosure of trade secrets by employees or ownership of company's intellectual property by third parties[325][326][327] - 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][329][330] Risks Related to Litigation, Regulatory Compliance and Governmental Matters - Ongoing or future litigation, including securities litigation, could be costly, time-consuming, divert management attention, and harm business[331][332] - 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][334][335] - 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][337][338] - Sales to government entities and highly regulated organizations are subject to challenges, stringent regulations, audits, and potential contract termination for convenience[339][340][341][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][344][345][346][347][348] Risks Related to Tax and Accounting Matters - 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][350] - 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][352] - 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][354] - Changes in effective tax rate or tax liability due to shifts in income distribution, tax law changes, or audit outcomes could harm business[355] - Financial results may be adversely affected by changes in U.S. GAAP or difficulties in implementing new accounting pronouncements[356] Risks Related to Being a Public Company - Management team has limited experience managing a public company, potentially diverting attention from day-to-day business[359][360] - Failure to maintain effective internal control over financial reporting could impair timely and accurate financial statements, leading to regulatory discipline or restatements[361][362] - Inability to successfully manage business growth by improving internal systems, processes, and controls could lead to operational difficulties and customer loss[363][364] - 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][366][367] Risks Related to Ownership of Our Common Stock - Insiders (officers, directors, associated funds) have substantial control, influencing corporate matters and potentially limiting other stockholders' influence[368][369] - Stock price may be volatile due to financial fluctuations, analyst expectations, competitive announcements, litigation, and general market conditions[370][371][372][373] - Sales of common stock in the public market by existing holders could depress the market price and impair ability to raise capital[374][375] - If securities or industry analysts cease coverage or publish unfavorable research, stock price and trading volume could decline[376][377] - No intention to pay dividends for the foreseeable future; return on investment depends on stock price appreciation[378][379] - Anti-takeover provisions in charter documents and Delaware law could make acquisitions more difficult and limit stockholders' ability to replace management[380][381][382][383] - Exclusive forum provisions in the amended and restated certificate of incorporation could limit stockholders' ability to choose a favorable judicial forum for disputes[384][385][386] - Ongoing securities litigation and potential stockholder activism could negatively affect business, incur significant expenses, and impact stock price[387][388] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - No use of proceeds was reported[391] Item 3. Defaults Upon Senior Securities The company reported no defaults on senior securities - No defaults upon senior securities were reported[392] Item 4. Mine Safety Disclosures The company reported no mine safety disclosures - No mine safety disclosures were reported[393] Item 5. Other Information 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] Item 6. Exhibits and Financial Statement Schedules 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][399] Signatures Executive Signatures 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]