MeridianLink Inc.

08/11/2025 | Press release | Distributed by Public on 08/11/2025 14:21

Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that could impact our business. In particular, we encourage you to review the risks and uncertainties described in the section titled "Risk Factors" included elsewhere in this Quarterly Report on Form 10-Q and in our 2024 Annual Report on Form 10-K. These risks and uncertainties could cause actual results to differ materially from those projected in forward-looking statements contained in this report or implied by past results and trends. Our fiscal year ends on December 31. Our historical results are not necessarily indicative of the results that may be expected for any period in the future, and our interim results are not necessarily indicative of the results we expect for the full fiscal year or any other period.
Overview
We are a leading vertical software-as-a-service, or SaaS, provider of secure, cloud-based software solutions for financial institutions, including banks, credit unions, mortgage lenders, specialty lending providers, and credit reporting agencies, or CRAs. Financial institutions turn to MeridianLink to empower their digital transformation as they seek to transition business models, create new revenue streams, and increase client engagement. In addition to providing business results, our mission-critical digital lending software solutions enable our customers to create a superior consumer experience that wins in an increasingly digital market. Consumers' financial needs are evolving, and our platform is designed to create personalized, automated solutions, which improve client acquisition and retention for our customers. Our solutions also allow our customers to operate more efficiently by enabling automated loan decisioning and enhanced risk management, saving resources that can be re-allocated to best serving their clients' needs.
The effective delivery and management of secure and advanced digital solutions in the complex and heavily regulated financial services industry requires significant resources, personnel, and expertise. Our digital solutions are designed to be highly configurable, scalable, and adaptable to the specific strategies of our customers. We design and develop our solutions with an open platform approach intended to provide comprehensive integration among our solution offerings and our customers' internal systems and third-party systems. Our multi-product platform, MeridianLink One, paired with the strategic guidance from our consultants, empowers our customers' digital transformation. We believe there is a clear return on investment in MeridianLink One for our customers through business results such as increased revenue, efficiency, and client satisfaction.
Our solutions are central to the financial institution's technology ecosystem and help drive additional volume for our customers both directly and indirectly through our Partner Marketplace. Our omni-channel borrowing experience seamlessly integrates all the touch points a borrower may have with the financial institution (remote via the web or an app, in person at a branch, or telephonically through an operator). In addition to our streamlined workflow, which has been refined over twenty-five years with input from across our customer base, our Partner Marketplace provides our customers with optional integrations, the collective capabilities of which we believe further distinguish our solution from that of competitors.
We deliver our solutions to most of our customers using a SaaS model under which our customers pay subscription fees for the use of our solutions as well as fees for transactions processed using our solutions. Our subscription fees consist of revenues from software solutions that are governed by pricing and terms contained in contracts between us and our customers. The initial term of our contracts is typically three years but may range from one to seven years. Our customer contracts are typically not cancellable without penalty. Our contracts almost always contain an evergreen auto-renewal term that is often for a one-year extension after the initial term, but can extend the auto-renewal of the contract up to the length of the original term. Our subscription fee revenues include annual base fees, platform partner fees, and, depending on the product, fees per search or per loan application or per closed loan (with contractual minimums based on volume) that are charged on a monthly basis, which we refer to as volume-based fees. We earn additional revenues based on the volume of applications or closed loans processed above our customers' contractual minimums.
As a result of this pricing approach, our revenues grow as our customers add additional transaction types, purchase more modules, utilize more of our partner integrations, or see increased transaction volume. We generally sell our solutions through our direct sales organization or channel partners and recognize our subscription fee revenues over the terms of the customer agreements.
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Our revenues per customer vary from period to period based on the length and timing of customer implementations, sales of additional solutions to existing customers, changes in the number of transactions processed (including impacts from seasonality, cyclicality, and the general macroeconomic environment), and variations among existing customers and new customers with respect to the mix of purchased solutions and related pricing.
We seek to strengthen and grow our customer relationships by providing consistent, high-quality implementations and customer support services, which we believe drive higher customer retention and incremental sales opportunities within our existing customer base. We have migrated our solutions onto the public cloud, which helps to extend our innovation and security posture. We believe that our increased focus on our go-to-market strategy and strategic partnerships will drive incremental opportunities for revenue and accelerate customer cross-sell growth.
In addition, we believe there is untapped market potential in the digital lending and account opening markets. We believe significant opportunity for additional customer acquisition and revenue growth exists as financial institutions continue to adopt online lending and account opening practices and require more efficient technologies. We provide these services to institutions of all sizes and complexities, but currently focus on the middle market. By focusing on better sales execution, providing and allocating resources where needed, and improving marketing efforts, we are confident in our ability to expand our customer base within our current target market.
We cater largely to financial institutions such as community banks and credit unions with assets under management between $100 million and $10 billion. For these institutions, lending is often the single most important revenue driver with approximately 69% of revenue for the full-year 2024 attributable to lending activities according to the Federal Deposit Insurance Corporation as of April 10, 2025. In recent years, community banks have continued to compete with their typically larger non-community bank competitors. An opportunity exists in expanding our target market to new customers with greater than $10 billion in assets under management that are interested in retail-focused, configurable lending software solutions.
We have a build, buy, or partner capital allocation strategy for delivering value to customers and stockholders. For more than two decades, we have continuously invested in expanding and improving our solutions to expand our portfolio capabilities and reach into the consumer lending markets. For example, we designed a patented debt optimization engine to deepen the integration of our data verification and loan origination system, or LOS, solutions to empower loan officers to maximize loan acceptance rates, boost cross-sell opportunities, and deepen their relationships with clients.
We have designed our Partner Marketplace to act as the gateway for third parties to access our customers, which allows our customers to leverage the capabilities from these third parties to enable an accelerated loan process with improved efficiency and reduced cost. We capitalize on one-time service fees from our partners upon their integration into our Partner Marketplace and a revenue share from our partners as they derive revenues from our software solutions. As we grow our business, we expect to add additional product partners and drive additional monetization opportunities. We also intend to cultivate and leverage existing and future partners to grow our market presence.
We believe that delivery of consistent, high-quality implementations and customer support services is a significant driver of purchasing and renewal decisions of our prospects and customers. To develop and maintain a reputation for high-quality service, we seek to build deep relationships with our customers through our customer support organization, which we staff with personnel who are motivated by our common mission of using technology to help our customers succeed and who are knowledgeable with respect to the regulated and complex nature of the financial services industry. As we grow and scale our business, we intend to continue to invest in and grow our internal services and support organization, as well as partner with high quality third-party organizations, to support our customers' needs and maintain our reputation.
Global Considerations
Economic Uncertainty and Elevated Inflation and Interest Rates
We are also closely monitoring the recent volatility in capital markets, elevated inflation rates, and general economic uncertainty in the United States, which has led to concerns of a potential economic downturn and increased uncertainty about business continuity. Additionally, interest rates, including for mortgages and consumer lending, are elevated compared to historical rates and may increase further in the future or stay at elevated levels. In addition, if interest rates remain elevated, economic uncertainty continues and unemployment increases without decreases in interest rates, that would adversely impact our business. These and other factors may adversely affect our business and our results of operations. As our customers react to global economic conditions and economic volatility, we may see reduced spending
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on our products, pricing pressure, and lower loan volumes as financial institutions face challenges attracting deposits and, therefore, may take additional precautionary measures to limit or delay expenditures and preserve capital and liquidity.
Inflation rates, particularly in the United States, have increased to elevated levels in recent years and have been exacerbated by the implementation of tariffs by the United States government or other governments. To date, matters involving tariffs continue to evolve and change, including in some cases, implementation of temporary pauses on certain announced tariffs as negotiations on final trade deals occur. The extent and duration of increased tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand in affected markets. Increased inflation may result in decreased demand for mortgages and consumer lending, increased operating costs (including our labor costs), reduced liquidity, and limitations on our ability to access credit or otherwise raise debt and equity capital. Although interest rates began to decline in 2024, the United States Federal Reserve has recently and in the future could continue to hold interest rates at elevated levels or raise interest rates in response to concerns about inflation. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, increased economic uncertainty or increased unemployment, may cause us to experience lower than expected volumes if there is a decrease in customer spending.
As economic conditions continue to change quickly and are subject to rapid and possibly material change, we will continue to actively monitor these factors and may take actions that alter our business operations as we may determine are in the best interests of our customers and stockholders.
Developments in 2025
Agreement and Plan of Merger
On August 11, 2025, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), with ML Holdco, LLC, a Delaware limited liability company ("Parent"), and ML Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Centerbridge Capital Partners V L.P. has provided a limited guarantee in favor of the Company and is guaranteeing certain obligations of Parent in connection with the Merger Agreement.
Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, each outstanding share of the Company's common stock, par value $0.001 per share (the "Company Common Stock") (other than (i) the Excluded Shares (as defined in the Merger Agreement), and (ii) shares held by a holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL) will be automatically canceled and converted into the right to receive an amount of in cash equal to $20.00 (the "Merger Consideration"), without interest. The proposed Merger is subject to the approval of the Company's stockholders and customary closing conditions, including applicable regulatory approvals. If the Merger is completed, the Company will become a private company.
CEO Transition
On May 9, 2025, Nicolaas Vlok notified us of his decision to resign from his role as Chief Executive Officer, effective as of October 1, 2025 (the "Transition Date"). Mr. Vlok will continue to serve as a Class I director on the Company's board of directors for the term expiring on the date of the annual meeting of the stockholders to be held in 2028. In connection with Mr. Vlok's resignation as Chief Executive Officer, Laurence E. Katz, the current President of the Company, was appointed by the board of directors to serve as Chief Executive Officer and President, effective as of the Transition Date. Mr. Katz currently serves as a Class I director on the Company's board of directors and will continue to serve as such during his service as Chief Executive Officer and President for the term expiring on the date of the annual meeting of the stockholders to be held in 2028.
Debt Modification
On June 17, 2025, we entered into the Refinancing Amendment and Second Amendment to Credit Agreement, or the 2025 Amendment. Pursuant to the 2025 Amendment, among other things, the interest rate on the term loan facility under the Credit Agreement, or the Term Loan, was changed. Borrowings under the Term Loan bear interest at a variable rate equal to Term SOFR (as defined in the Credit Agreement), plus an Applicable Rate (as defined in the Credit Agreement) based on the Company's Consolidated First Lien Net Leverage Ratio (as defined by the Credit Agreement). The 2025 Amendment reduced the Applicable Rate from 2.75% to 2.50%. We incurred $0.7 million of fees related to the 2025
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Amendment, which was expensed on our condensed consolidated statements of operations during the three and six months ended June 30, 2025.
February 2025 Stock Repurchase Program
In February 2025, our board of directors authorized a new stock repurchase program to acquire up to $129.5 million of our common stock, including commissions, fees, and excise taxes, superseding all prior authorized stock repurchase programs, with no fixed expiration date and no requirements to purchase any minimum number of shares. Shares may be repurchased under the stock repurchase program through privately negotiated transactions, or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. The stock repurchase program may be commenced, suspended, or terminated at any time by us at our discretion without prior notice. Any shares of common stock repurchased under the stock repurchase program will be retired and automatically returned to the status of authorized but unissued shares of common stock. During the three months ended June 30, 2025, we repurchased 3.1 million shares for $53.1 million. There were no repurchases during the three months ended March 31, 2025. The total remaining value under the stock repurchase program as of June 30, 2025 was $76.4 million.
Components of Operating Results
We have one primary business activity and operate in a single operating and reportable segment.
Revenues
Our revenues consist of three components: subscription fees, professional services, and other revenues.
Subscription Fee Revenues
Our software solutions are generally available for use as hosted application arrangements under subscription fee agreements. Our software solutions consist of an obligation for us to provide continuous access to a technology solution that we host and routine customer support, both of which we account for as a stand-ready performance obligation. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date our solution is made available to the customer. Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or revenues, depending on whether the revenue recognition criteria have been met. For the majority of our customers, additional fees for monthly usage are recognized as revenue in the month when the usage amounts are determined and reported. Certain of our subscription contracts are invoiced to our customers annually, and revenue is recognized ratably over the service term.
Professional Services Revenues
We offer implementation, configuration, consulting, and training services for our software solutions and SaaS offerings. Revenues from our professional services are recognized as control is transferred to the customer, which can be either at a point in time or over time, depending on the nature of the contractual performance obligations.
Other Revenues
We enter into referral and marketing agreements with various third parties, in which revenues are primarily generated from transactions initiated by the third parties' customers. We may introduce our customers to a referral partner or offer additional services available from the referral partner via an integration with our software solutions. Other revenues are recognized in the period the services are performed, which can be either at a point in time or over time, depending on the nature of the contractual performance obligations.
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Cost of Revenues
Cost of revenues consists primarily of salaries and other personnel-related costs, including employee benefits, bonuses, and share-based compensation for employees providing services to our customers. This includes the costs of our implementation, customer support, data center, and customer training personnel. Additional expenses include fees paid to third-party vendors in connection with delivering services to customers. Cost of revenues also includes cloud-based hosting services, an allocation of general overhead costs, and the amortization of developed technology. We allocate general overhead expenses to all departments based on the number of employees in each department, which we consider to be a fair and representative means of allocation. We capitalize certain software development costs related to programmers, software engineers, and quality control teams working on our software solutions. We commence amortization of capitalized costs for solutions that are ready for their intended use. Capitalized software development costs are amortized to cost of revenues over their estimated economic lives.
We intend to continue to increase our investments in our implementation and customer support teams and technology infrastructure to serve our customers and support our growth. We expect cost of revenues to continue to grow in absolute dollars as we grow our business.
Gross Profit
Gross profit is revenues less cost of revenues. Gross profit has been, and will continue to be, affected by various factors, including the mix of our subscription fees, professional service and other revenues, the costs associated with our personnel, third-party vendors, and cloud-based hosting services, and the extent to which we expand our implementation and customer support services. We expect that our gross profit will fluctuate from period to period depending on the interplay of these various factors.
Operating Expenses
General and Administrative
General and administrative expenses consist primarily of salaries and other personnel-related costs, including employee benefits, bonuses, and share-based compensation of our administrative, finance and accounting, information systems, legal, and human resources employees. General and administrative expenses also include consulting and professional fees, insurance, franchise taxes, travel, and credit loss expense. General and administrative expenses include depreciation of property and equipment and amortization of acquired intangible assets. Identifiable intangible assets with finite lives, such as customer relationships, trademarks, and non-competition agreements, are amortized over their estimated useful lives on a straight-line basis.
We continue to incur incremental expenses associated with the growth of our business and to meet increased compliance requirements associated with operating as a public company. These expenses include costs to comply with Section 404 of the Sarbanes-Oxley Act and other regulations governing public companies, increased costs of investor relations activities, and investments to drive scalability. As a result, we expect our general and administrative expenses to increase in absolute dollars, but to decrease as a percentage of revenues over the long term as we scale the business and continue to adjust to being a public reporting company.
Research and Development
Research and development expenses include salaries and other personnel-related costs, including employee benefits, bonuses, and share-based compensation. Research and development expenses also include third-party contractor expenses, software development costs, allocated overhead, and other related expenses incurred in developing new solutions and enhancing existing solutions.
Certain research and development costs that are related to our internal software development, which include salaries and other personnel-related costs attributed to certain programmers, software engineers, and quality control teams, are capitalized and are included in intangible assets, net on the condensed consolidated balance sheets.
We believe that continuing to improve and enhance our solutions is essential to maintaining our reputation for innovation and growing our customer base and revenues. We plan to continue investing in research and development by increasing our
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software development capacity. As a result, we expect our research and development expenses to increase in absolute dollars, over the long term as we scale the business.
Sales and Marketing
Sales and marketing expenses consist primarily of salaries and other personnel-related costs, including commissions, employee benefits, bonuses, and share-based compensation. Sales and marketing expenses also include expenses related to advertising, lead generation, promotional event programs, corporate communications, travel, outside consulting fees, and allocated overhead. Sales commissions and payroll benefits related to our customer agreements are generally capitalized and then amortized over the expected period of customer benefit.
Sales and marketing expenses are also impacted by the timing of significant marketing programs such as our annual customer conference, which we typically hold during the second quarter. We plan to continue investing in sales and marketing by increasing our number of sales and marketing personnel and expanding our sales and marketing activities. As a result, we expect our sales and marketing expenses to increase in absolute dollars. We believe these investments will help us build brand awareness, add new customers, and expand sales to our existing customers as they continue to buy more solutions from us.
Total Other (Income) Expense, Net
Total other (income) expense, net consists primarily of interest expense attributable to our credit facilities and amortization of debt issuance costs partially offset by interest income from our interest-bearing cash accounts.
Provision For Income Taxes
Our provision for income taxes includes the changes for the deferred tax asset valuation allowance, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits that reflect management's best estimate of current and future taxes to be paid. We are subject to federal income taxes in the United States and numerous state jurisdictions. Significant judgments and estimates are required in the determination of the consolidated provision for income taxes.
We recognize deferred tax assets to the extent that these assets are more likely than not to be realized. If they are not, deferred tax assets are reduced by a valuation allowance. We assess whether a valuation allowance should be recorded against our deferred tax assets based on the consideration of all available evidence, both positive and negative, using a "more likely than not" realization standard. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In making such judgements, significant weight is given to evidence that can be objectively verified. After analyzing all available evidence, including the past and current trend in volatility in our business operating environment which has impacted our current ability and expectation to generate sufficient future taxable income to fully realize our deferred tax assets, we have determined that it is more likely that we would not be able to utilize all of our deferred tax assets, and therefore, we have established a partial valuation allowance on our deferred tax assets as of June 30, 2025, and December 31, 2024, of $35.6 million and $34.7 million, respectively.
We have recorded uncertain tax position related to certain research and development tax credits utilized in certain tax jurisdictions, due to the partial utilization of these credits in these tax jurisdictions. This tax position has been recorded primarily as a reduction to the related deferred assets associated with these credits. To date, penalties and interest associated with this position have been immaterial.
Critical Accounting Estimates
There have been no material changes to our critical accounting estimates since December 31, 2024. For a full discussion of these estimates and policies, see "Critical Accounting Estimates" within "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our2024 Annual Report on Form 10-K.
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Results of Operations
The following table sets forth our condensed consolidated statements of operations data for each of the periods indicated (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Revenues, net $ 84,597 $ 78,676 $ 166,085 $ 156,492
Cost of revenues:
Subscription and services(1)
23,080 23,373 45,907 44,717
Amortization of developed technology 4,445 4,803 9,341 9,532
Total cost of revenues 27,525 28,176 55,248 54,249
Gross profit 57,072 50,500 110,837 102,243
Operating expenses:
General and administrative(1)
28,553 29,237 56,238 54,416
Research and development(1)
11,380 9,905 22,292 19,390
Sales and marketing(1)
11,933 11,467 23,536 22,003
Restructuring related costs(1)
- 988 - 4,179
Total operating expenses 51,866 51,597 102,066 99,988
Operating income (loss) 5,206 (1,097) 8,771 2,255
Other (income) expense, net:
Interest and other income, net (1,566) (1,636) (2,645) (2,592)
Interest expense 8,715 9,797 17,427 19,379
Total other expense, net 7,149 8,161 14,782 16,787
Loss before provision for income taxes (1,943) (9,258) (6,011) (14,532)
Provision for income taxes 1,070 412 1,687 444
Net loss $ (3,013) $ (9,670) $ (7,698) $ (14,976)
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(1)Share-based compensation is as follows:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Cost of revenues $ 1,623 $ 1,363 $ 3,293 $ 2,145
General and administrative 9,466 6,792 15,063 11,185
Research and development, net of amounts capitalized 3,615 2,531 6,610 4,033
Sales and marketing 2,418 1,814 4,537 3,073
Forfeitures included in restructuring related costs - 126 - (7)
Total share-based compensation expense $ 17,122 $ 12,626 $ 29,503 $ 20,429
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Comparison of the Three and Six Months Ended June 30, 2025and 2024
Revenues, net
Three Months Ended June 30, Change Six Months Ended June 30, Change
(in thousands) 2025 2024 $ % 2025 2024 $ %
Revenues, net $ 84,597 $ 78,676 $ 5,921 8 % $ 166,085 $ 156,492 $ 9,593 6 %
Revenues increased for the three months ended June 30, 2025, compared to the same period in 2024, due to higher revenue of $7.1 million from our Lending Software Solutions from existing and new customers with a majority of the increase attributed to cross-selling to existing customers. The increase was partially offset by lower revenue of $1.2 million from our Data Verification Software Solutions driven by a large customer downsell and lower volumes in our mortgage-related revenues.
Revenues increased for the six months ended June 30, 2025, compared to the same period in 2024, due to higher revenue of $13.3 million from our Lending Software Solutions from existing and new customers with a majority of the increase attributed to cross-selling to existing customers. The increase was partially offset by lower revenue of $3.7 million from our Data Verification Software Solutions driven by a large customer downsell and lower volumes in our mortgage-related revenues.
For both of our solutions, we receive incremental revenues if customers exceed their minimum commitments for monthly transactions. This is typically based on the number of applications or closed and funded loans for Lending Software Solutions and credit, tenant, or employment verification reports for our Data Verification Software Solutions.
Cost of Revenues and Gross Profit
Subscription and services
Three Months Ended June 30, Change Six Months Ended June 30, Change
(in thousands) 2025 2024 $ % 2025 2024 $ %
Subscription and services $ 23,080 $ 23,373 $ (293) (1) % $ 45,907 $ 44,717 $ 1,190 3 %
Subscription and services cost of revenues decreased $0.3 million, or (1)%, for the three months ended June 30, 2025, compared to the same period in 2024. The decrease was due to a $0.4 million decrease in third-party costs, which was driven by lower Data Verification Software Solutions volumes due to lower volumes in our mortgage-related revenues. Data center and other technology costs also decreased by $0.4 million. The decrease was partially offset by higher employee-related costs of $0.5 million, which included higher share-based compensation expense of $0.3 million.
Subscription and services cost of revenues increased $1.2 million, or 3%, for the six months ended June 30, 2025, compared to the same period in 2024. The increase was due to higher employee-related costs of $2.6 million, which included higher share-based compensation expense of $1.1 million. The increase was partially offset by a $0.8 million decrease in third-party costs, which was driven by lower Data Verification Software Solutions volumes due to lower volumes in our mortgage-related revenues. Data center and other technology costs also decreased by $0.6 million.
Amortization of Developed Technology
Three Months Ended June 30, Change Six Months Ended June 30, Change
(in thousands) 2025 2024 $ % 2025 2024 $ %
Amortization of Developed Technology $ 4,445 $ 4,803 $ (358) (7) % $ 9,341 $ 9,532 $ (191) (2) %
Amortization of developed technology decreased $0.4 million, or (7)%, for the three months ended June 30, 2025, and $0.2 million, or (2)%, for the six months ended June 30, 2025, compared to the same periods in 2024. The decrease in each of the periods was due to lower amortization as an acquired developed technology became fully amortized. This increase was partially offset by higher amortization for internally developed software as we continue to build and enhance our product offerings.
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Gross Profit
Three Months Ended June 30, Change Six Months Ended June 30, Change
(in thousands) 2025 2024 $ % 2025 2024 $ %
Gross profit $ 57,072 $ 50,500 $ 6,572 13 % $ 110,837 $ 102,243 $ 8,594 8 %
Gross profit increased $6.6 million, or 13%, for the three months ended June 30, 2025, compared to the same period in 2024. The increase was due to higher Lending Software Solutions revenue of $7.1 million, a decrease in third-party costs of $0.4 million, a decline in data center and other technology costs of $0.4 million, and lower amortization of $0.4 million. The increase was partially offset by lower Data Verification Software Solutions revenue of $1.2 million and higher employee-related costs of $0.5 million.
Gross profit increased $8.6 million, or 8%, for the six months ended June 30, 2025, compared to the same period in 2024. The increase was due to higher Lending Software Solutions revenue of $13.3 million, a decrease in third-party costs of $0.8 million, a decline in data center and other technology costs of $0.6 million, and lower amortization of $0.2 million. The increase was partially offset by lower Data Verification Software Solutions revenue of $3.7 million and higher employee-related costs of $2.6 million.
Operating Expenses
General and Administrative
Three Months Ended June 30, Change Six Months Ended June 30, Change
(in thousands) 2025 2024 $ % 2025 2024 $ %
General and administrative $ 28,553 $ 29,237 $ (684) (2) % $ 56,238 $ 54,416 $ 1,822 3 %
General and administrative expenses decreased $0.7 million, or (2)%, for the three months ended June 30, 2025, compared to the same period in 2024. The decrease was primarily due to a decline in legal fees of $3.1 million and a decrease of $0.5 million in the provision for expected credit losses. Legal fees for the three months ended June 30, 2024 included $1.9 million related to the settlement of class action litigation claims and related legal expenses, which did not recur in the comparable period in 2025. These decreases were partially offset by an increase in employee-related costs of $3.1 million, including an increase in share-based compensation expense of $2.7 million. Share-based compensation expense includes $1.7 million of incremental expense related to the modification of certain vested stock options.
General and administrative expenses increased $1.8 million, or 3%, for the six months ended June 30, 2025, compared to the same period in 2024. Employee-related costs increased $4.6 million, including an increase in share-based compensation expense of $3.9 million. Share-based compensation expense includes $1.7 million of incremental expense related to the modification of certain vested stock options. Advisory fees increased $2.6 million, including $2.2 million for services performed by third parties related to efforts to remediate our material weakness. Acquisition related costs increased $0.6 million. These increases were partially offset by a decline in legal fees of $5.0 million. Legal fees for the six months ended June 30, 2024 included $1.9 million related to the settlement of class action litigation claims and related legal expenses and $1.7 million related to our Secondary Offering, which did not recur in the comparable period in 2025. Cost of insurance declined $0.3 million and the provision for expected credit losses decreased $0.2 million.
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Research and Development
Three Months Ended June 30, Change Six Months Ended June 30, Change
(in thousands) 2025 2024 $ % 2025 2024 $ %
Research and development $ 11,380 $ 9,905 $ 1,475 15 % $ 22,292 $ 19,390 $ 2,902 15 %
Research and development expenses increased $1.5 million, or 15%, for the three months ended June 30, 2025, and $2.9 million, or 15%, for the six months ended June 30, 2025, compared to the same periods in 2024. The increase in both periods was due to higher share-based compensation expense.
Sales and Marketing
Three Months Ended June 30, Change Six Months Ended June 30, Change
(in thousands) 2025 2024 $ % 2025 2024 $ %
Sales and marketing $ 11,933 $ 11,467 $ 466 4 % $ 23,536 $ 22,003 $ 1,533 7 %
Sales and marketing expenses increased $0.5 million, or 4%, for the three months ended June 30, 2025, compared to the same period in 2024. The increase was driven by higher employee-related costs of $1.0 million, including higher share-based compensation of $0.6 million, and was partially offset by lower expenses related to our user conference.
Sales and marketing expenses increased $1.5 million, or 7%, for the six months ended June 30, 2025, compared to the same period in 2024. The increase was driven by higher employee-related costs of $2.3 million, including higher share-based compensation of $1.5 million, and was partially offset by lower expenses related to our user conference.
Restructuring Related Costs
Three Months Ended June 30, Change Six Months Ended June 30, Change
(in thousands) 2025 2024 $ % 2025 2024 $ %
Restructuring related costs $ - $ 988 $ (988) (100) % $ - $ 4,179 $ (4,179) (100) %
Restructuring related costs during the three and six months ended June 30, 2024 are costs related to the 2024 Realignment Plan completed during 2024. Restructuring related costs were related to cash payments for severance, net of non-cash stock compensation forfeitures, and other termination-related costs.
Total Other Expense, net
Three Months Ended June 30, Change Six Months Ended June 30, Change
(in thousands) 2025 2024 $ % 2025 2024 $ %
Total other expense, net $ 7,149 $ 8,161 $ (1,012) (12) % $ 14,782 $ 16,787 $ (2,005) (12) %
Total other expenses, net decreased $1.0 million, or 12%, for the three months ended June 30, 2025, compared to the same period in 2024. The decrease in net expense was related to lower interest expense of $1.1 million on our debt from lower interest rates, higher interest income of $0.4 million on our cash and cash equivalents, and receipt of a $1.0 million indemnity claim from a past acquisition in the three months ended June 30, 2025 compared to a $0.8 million indemnity claim receipt in the same period in 2024. This net expense decrease was partially offset by expense of $0.7 million for the modification of our Credit Agreement during the three months ended June 30, 2025.
Total other expenses, net decreased $2.0 million, or 12%, for the six months ended June 30, 2025, compared to the same period in 2024. The decrease in net expense was related to lower interest expense of $2.1 million on our debt from lower interest rates, higher interest income of $0.6 million on our cash and cash equivalents, and receipt of a $1.0 million indemnity claim from a past acquisition in the six months ended June 30, 2025 compared to a $0.8 million indemnity claim receipt in the same period in 2024. This net expense decrease was partially offset by expense of $0.7 million for the modification of our Credit Agreement during the six months ended June 30, 2025.
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Provision for Income Taxes
Three Months Ended June 30, Change Six Months Ended June 30, Change
(in thousands) 2025 2024 $ % 2025 2024 $ %
Provision for income taxes
$ 1,070 $ 412 $ 658 160 % $ 1,687 $ 444 $ 1,243 280 %
Provision for income taxes increased $0.7 million for the three months ended June 30, 2025, and $1.2 million for the six months ended June 30, 2025, compared to the same periods in 2024. The increase in each of the periods was due to certain employee remuneration not deductible under section 162(m) of the Internal Revenue Code and lower loss before income taxes.
Liquidity and Capital Resources
Sources of Liquidity
As of June 30, 2025, our principal sources of liquidity were cash of $91.1 millionand accounts receivable of $34.6 million. We also have an unused revolving credit facility of $50.0 million under the credit agreement dated as of November 10, 2021, as amended, and as may be further amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, or the Credit Agreement. Based upon our current levels of operations, we believe that our cash flows from operations along with our other sources of liquidity are adequate to meet our cash requirements for at least the next twelve months.
We have financed our operations primarily through cash flows from operations, long-term debt, and proceeds from equity issuances. In May 2024, in connection with the Refinancing Amendment and First Amendment to Credit Agreement, dated as of May 15, 2024, we increased the aggregate principal amount of the term loan by $50.0 million. We have also filed a shelf registration statement on Form S-3, or the Shelf Registration Statement, that became effective January 8, 2024, under which we may offer or sell, in one or more offerings, our common stock, preferred stock, warrants, debt securities, and/or units consisting of some or all of these securities in a maximum aggregate amount of up to $500.0 million.
Our primary uses of cash are funding operations, stock repurchases, debt principal and interest payments, capital expenditures, and acquisitions. Our use of cash is impacted by the timing and extent of the required payments for each of these activities. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of spending to support research and development efforts, the continued expansion of sales and marketing activities, the introduction of new and enhanced solutions, the seasonality impacts on our business, the timing and extent of spending to support our growth strategy, the continued market acceptance of our solutions, the future acquisitions of solutions or businesses, and future stock repurchases. In the event that additional financing is required from outside sources, we may not be able to raise such financing on terms acceptable to us or at all. We continue to monitor our financing requirements and may pursue refinancing opportunities to potentially reduce interest rates and extend maturities. If we are unable to raise additional capital when desired, our business, operating results, and financial condition would be adversely affected.
Cash Flows
The following table summarizes our cash flows for the periods presented (in thousands):
Six Months Ended June 30, Change
(in thousands) 2025 2024 $ %
Net cash provided by (used in):
Operating activities $ 61,547 $ 43,394 $ 18,153 42 %
Investing activities (3,818) (3,836) 18 - %
Financing activities (59,406) (26,990) (32,416) (120) %
Net (decrease) increase in cash and cash equivalents $ (1,677) $ 12,568 $ (14,245) (113) %
Cash Flows from Operating Activities
Our largest source of operating cash is cash collection from sales of subscription fees to our customers. Our primary uses of cash from operating activities are for personnel-related expenses, marketing expenses, payments to third-party vendors, and interest expense. The increase in operating cash flow from during the six months ended June 30, 2025, compared to the
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same period in 2024, was driven by a higher net income after adjusting for non-cash items of $16.9 million and $1.2 million from the net change in working capital and other operating assets and liabilities, respectively.
Net cash provided by operating activities of $61.5 million during the six months ended June 30, 2025 was primarily driven by net loss of $7.7 million adjusted for non-cash operating items of $62.3 million (primarily depreciation and amortization of $31.1 million and share-based compensation of $29.5 million), an increase in deferred revenue of $12.9 million due to timing of customer billings and revenue recognition, an increase in accrued liabilities and other long-term liabilities of $0.8 million, and a decrease in accounts receivable of $0.4 million. These sources were partially offset by an increase in prepaid expenses and other current assets and other assets of $4.6 million and a decrease in accounts payable of $2.5 million.
Net cash provided by operating activities of $43.4 million during the six months ended June 30, 2024 was primarily driven by net loss of $15.0 million adjusted for non-cash operating items of $52.7 million (primarily depreciation and amortization of $31.1 million and share-based compensation of $20.4 million), an increase in deferred revenue of $10.6 million due to timing of customer billings and revenue recognition, and an increase in accounts payable of $1.7 million. These sources were partially offset by an increase in accounts receivable of $4.1 million, an increase in prepaid expenses and other current assets and other assets of $2.2 million, and a decrease in accrued liabilities and other long-term liabilities of $0.3 million.
Cash Flows from Investing Activities
Net cash used in investing activities was $3.8 million during each of the six months ended June 30, 2025 and 2024, respectively. Capitalized software additions were $3.6 million and $3.7 million during the six months ended June 30, 2025 and 2024, respectively. Purchases of property and equipment were $0.3 million and $0.2 million during the six months ended June 30, 2024 and 2024, respectively.
Cash Flows from Financing Activities
Net cash used in financing activities was $59.4 million and $27.0 million during the six months ended June 30, 2025 and 2024, respectively. Repurchases of common stock, including related excise taxes, were $53.3 million and $73.8 million during the six months ended June 30, 2025 and 2024. Taxes paid related to net share settlement of restricted stock units net of proceeds from the exercise of stock options were $4.7 million and $1.0 million during the six months ended June 30, 2025 and 2024, respectively. Principal payments of debt were $2.4 million and $2.3 million during the six months ended June 30, 2025 and 2024, respectively. Payments of deferred offering costs were $0.1 million during the six months ended June 30, 2024. Proceeds from employee stock purchase plan were $1.0 million and $0.9 million during the six months ended June 30, 2025 and 2024, respectively. Proceeds from debt issuance net of payments for debt issuance costs were $49.2 million during the six months ended June 30, 2024.
Debt
As of June 30, 2025, our term loanhad principal outstanding of $470.4 million with $1.2 million payable in equal quarterly installments through September 30, 2028, with the remainder due at maturity in November 2028. We were in compliance with all debt covenants as of June 30, 2025. There were no borrowings under our $50.0 million revolving credit facility as of June 30, 2025. For a detailed description of our debt, please see Note 6 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We do not have any special purpose entities or off-balance sheet financing arrangements.
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Stock Repurchase Program
In February 2025, our board of directors authorized a new stock repurchase program to acquire up to $129.5 million of our common stock, including commissions, fees, and excise taxes, superseding all prior authorized stock repurchase programs, with no fixed expiration date and no requirements to purchase any minimum number of shares. Shares may be repurchased under the stock repurchase program through privately negotiated transactions, or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. Any shares of common stock repurchased under the stock repurchase program will be retired and automatically returned to the status of authorized but unissued shares of common stock.
The manner, timing, and actual number of shares repurchased under the stock repurchase program will depend on a variety of factors, including price, working capital needs, general business and market conditions, regulatory requirements, and other investment opportunities. The stock repurchase program may be commenced, suspended, or terminated at any time by us at our discretion without prior notice. As of June 30, 2025, there was a total of $76.4 million remaining for repurchase under our stock repurchase program.
Contractual Obligations
Our principal commitments consist of obligations under leases for co-location data center facilities and office space that expire through July 2028, and other contractual commitments primarily related to third-party cloud infrastructure agreements used to support operations at the enterprise level. We generally expect to satisfy these commitments with cash on hand and cash provided by operating activities.
During the six months ended June 30, 2025, we renewed one third-party cloud infrastructure agreement that has a minimum contractual commitment of $26.0 million through January 31, 2028 and will be reduced by actual usage of the cloud infrastructure over the term of the commitment. As of June 30, 2025, our remaining commitment under this agreement was $22.1 million, of which we expect approximately $8.4 million to be due in the next 12 months, with the remainder due thereafter.
Recent Accounting Pronouncements
See Note 2, "Significant Accounting Policies" to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on our results of operations, financial condition, and cash flows.
Emerging Growth Company Status
We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial results may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. We expect to use the extended transition period for any other new or revised accounting standards during the period in which we remain an emerging growth company.
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Non-GAAP Financial Measures
In addition to our financial information presented in accordance with GAAP, we use certain "non-GAAP financial measures" to clarify and enhance our understanding of past performance and future prospects. Generally, a non-GAAP financial measure is a numerical measure of a company's operating performance, financial position or cash flow that includes or excludes amounts that are included or excluded from the most directly comparable measure calculated and presented in accordance with GAAP. We monitor adjusted EBITDA, the non-GAAP financial measure described below, and we believe it is helpful to investors for the reasons listed below.
Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, because they may calculate non-GAAP financial results differently. In addition, there are limitations in using non-GAAP financial measures, because they are not prepared in accordance with GAAP and exclude expenses that may have a material impact on our reported financial results. In particular, amortization and depreciation, interest expense, and share-based compensation expense, which are excluded from adjusted EBITDA have been and we expect will continue to be significant recurring expenses in our business for the foreseeable future. The provision for income taxes is also excluded from adjusted EBITDA and can be volatile due to temporary and permanent differences between GAAP and IRS statutory regulations, and changes resulting from recording valuation allowances due to identified impairments in our deferred tax assets. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. We urge you to review the reconciliations of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not to rely on any single financial measure to evaluate our business.
Adjusted EBITDA
We define adjusted EBITDA as net loss before interest expense, provision for income taxes, depreciation and amortization of intangible assets, share-based compensation expense, employer payroll taxes on employee stock transactions, expenses for services performed by third party consultants related to efforts to remediate our material weakness, expenses related to debt modification, third-party acquisition related costs, income from indemnity claim received for prior acquisition, restructuring related costs, litigation related charges not related to our core business, and expenses associated with our public offerings.
We have provided below a reconciliation of adjusted EBITDA to net loss, the most directly comparable GAAP financial measure.
We believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results for the following reasons:
adjusted EBITDA is widely used by investors and securities analysts to measure a company's operating performance without regard to items that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired;
our management uses adjusted EBITDA in conjunction with GAAP financial measures for planning purposes, in the preparation of our annual operating budget, as a measure of our operating performance, to assess the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance;
adjusted EBITDA provides more consistency and comparability with our past financial performance, facilitates period-to-period comparisons of our operations, and also facilitates comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and
our investor and analyst presentations include adjusted EBITDA as a supplemental measure of our overall operating performance.
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Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP. The use of adjusted EBITDA as an analytical tool has limitations such as:
depreciation and amortization are non-cash charges, and the assets being depreciated or amortized will often have to be replaced in the future and adjusted EBITDA does not reflect cash requirements for such replacements;
adjusted EBITDA may not reflect changes in, or cash requirements for, our working capital needs or contractual commitments;
adjusted EBITDA does not reflect the potentially dilutive impact of share-based compensation;
adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
adjusted EBITDA does not reflect tax payments that could reduce cash available for use; and
other companies, including companies in our industry, might calculate adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as comparative measures.
The following table presents a reconciliation of net loss to adjusted EBITDA for each of the periods presented (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Net loss
$ (3,013) $ (9,670) $ (7,698) $ (14,976)
Interest expense 8,715 9,797 17,427 19,379
Provision for income taxes
1,070 412 1,687 444
Depreciation and amortization of intangible assets
14,151 14,573 28,837 29,096
Share-based compensation expense 17,122 12,500 29,503 20,436
Employer payroll taxes on employee stock transactions 347 508 972 930
Expenses associated with material weakness remediation(1)
159 - 2,222 -
Expenses related to debt modification(2)
707 473 707 473
Acquisition related costs 132 - 578 -
Indemnity claim received for prior acquisition (955) - (955) -
Restructuring related costs - 988 - 4,179
Litigation related charges(3)
- 1,864 - 1,864
Expenses associated with public offering
- 308 - 1,698
Adjusted EBITDA $ 38,435 $ 31,753 $ 73,280 $ 63,523
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(1)Expenses for services performed by third party consultants related to efforts to remediate our previously identified material weakness.
(2)Expenses related to debt modification are legal and other third party costs incurred in relation to the amendment of our credit facility in June 2025 and May 2024.
(3)Litigation-related charges pertain to litigation settlements and related legal fees. During the three months ended June 30, 2024, we incurred $1.5 million in settlements of class action lawsuits and $0.4 million in third-party legal fees directly related to the settlements.
MeridianLink Inc. published this content on August 11, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on August 11, 2025 at 20:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]