Q2 Holdings Inc.
07/29/2026 | Press release | Distributed by Public on 07/29/2026 15:06
Quarterly Report for Quarter Ending June 30, 2026 (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 in conjunction with our interim condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in our other SEC filings, including the audited consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2025, which are included in our Annual Report on Form 10-K, filed with the SEC on February 11, 2026. In addition to historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in the sections titled "Risk Factors" and "Special Note Regarding Forward-Looking Statements," and the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 11, 2026, which include a discussion of the uncertainties, risks and assumptions associated with these statements. The following discussion and analysis also includes a discussion of certain non-GAAP financial measures. For a description and reconciliation of the non-GAAP measures discussed in this section, see "Non-GAAP Financial Measures."
Overview
We are a leading provider of digital solutions to financial institutions, financial technology companies, or FinTechs, and alternative finance companies, or Alt-FIs, seeking to incorporate banking into their customer engagement and servicing strategies. Our solutions transform the ways in which financial institutions and other financial services providers engage with account holders and retail and commercial End Users. Digital financial services are highly regulated, subject to extensive and evolving supervisory, consumer protection, privacy and third-party risk management requirements, and security is paramount, as providers must protect sensitive financial data and funds and defend against continually evolving cyber threats and fraud. Providers must also manage significant technical and operational complexity to deliver consistent, compliant experiences across channels, devices and third-party integrations while integrating with core systems, legacy infrastructure and multiple third-party service providers, all while maintaining high availability and resiliency. We deliver these solutions through a unified, cloud-based software platform purpose-built for the complex, regulated financial services industry, enabling scalable and highly configurable digital financial experiences. Our solutions comprise a broad and deep portfolio of digital banking offerings, digital lending and relationship pricing solutions, risk and fraud solutions, Q2 Innovation Studio and Helix.
Delivering advanced digital solutions in the complex and heavily regulated financial services industry requires significant resources, personnel and expertise. We provide digital solutions that are designed to be highly configurable, scalable and adaptable to the specific needs 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 and third-party systems. Our platform architecture supports modular innovation and enables customers and partners to deploy new capabilities efficiently while maintaining operational resilience and compliance. This integrated approach allows our customers to deliver a unified financial experience across digital channels. Our solutions provide our customers the flexibility to configure their digital services in a manner that is consistent with each customer's specific offerings, workflows, processes and controls. Our solutions also allow our customers to personalize the digital experiences they deliver to their End Users by extending their individual services and brand requirements across digital channels. Our solutions are designed to comply with the stringent security and technical regulations applicable to financial institutions and financial services providers and to safeguard our customers' data and that of their End Users.
Founded over 21 years ago, Q2 began by providing digital banking solutions to domestic regional and community financial institutions, or RCFIs. We have rapidly grown since then through a combination of innovation, broad market adoption of our solutions, strategic investments and acquisitions. As customer needs and technology architectures have evolved, we have expanded our solution portfolio to address a broader set of mission-critical technology, data and operational requirements across the financial services value chain. Our expanded collection of solutions now spans digital banking, digital lending and relationship pricing, regulatory and compliance, risk and fraud, account switching, data-driven sales enablement, spending insights and portfolio management, and also includes our open platform solutions as well as our core and BaaS offerings. We serve account holders and borrowers across retail, small to medium business, or SMBs, and commercial segments. While we continue to generate a substantial majority of our revenue from our digital banking platform, we are actively leveraging our broader product portfolio and deep domain expertise to expand our market presence. This strategy includes seeking to further penetrate the digital banking market and drive significant growth across our diverse customer base in the broader financial services sector, while opening up new and meaningful expansion opportunities for our business.
The financial services industry is experiencing significant transformation driven by the growing demand within financial institutions to digitize their operations and offerings, as well as the rise of FinTechs and Alt-FIs, which are reshaping End-User expectations for more innovative and engaging digital financial experiences. At the same time, advancements in data analytics, automation, and AI are increasing the importance of modern, fast, flexible technology platforms that can support innovation while meeting stringent regulatory, security and resiliency requirements. These shifts are leading to new roles and interdependencies among financial institutions, FinTechs and Alt-FIs, necessitating new technology, partnerships, and business models. We believe that lasting value creation in financial services will be achieved by those companies that are capable of supporting and embracing these market dynamics. We have developed a comprehensive suite of offerings to accelerate and optimize this transformation for our customers, ranging from digitizing entire banks to facilitating partnerships between financial institutions, FinTechs and Alt-FIs.
We offer our solutions to most of our customers using a software-as-a-service, or SaaS, model under which our customers pay subscription fees for the use of our solutions. Our digital banking platform customers have numerous End Users, and those End Users can represent one or more account holders registered to use one or more of our solutions on our digital banking platform. We generally price our digital banking platform solutions based on the number of solutions purchased by our customers and the number of Registered Users, as defined in "Key Operating Measures" below, or commercial account holders utilizing our solutions. We generally earn additional revenues from our digital banking platform customers based on the number of End Users on our solutions, the number of transactions that End Users perform on our solutions and the excess number of users and transactions above what is included in our standard subscription fee. As a result, digital banking platform revenues generally increase as our customers buy more solutions from us and increase the number of Registered Users and companies utilizing our solutions and as those retail users and companies increase their number of transactions on our solutions. Our risk and fraud solutions can be sold as part of, or alongside, our digital banking platform, while some solutions may be sold on a standalone basis and are generally monetized through subscription-based arrangements recognized over the term of the applicable customer agreements. The structure and terms of our digital lending and relationship pricing arrangements vary but generally are also sold on a subscription basis through our direct sales organization, and the related revenues are recognized over the terms of the customer agreements. The structure and terms of our Helix arrangements with FinTechs vary but typically involve relatively lower contracted minimum revenues and instead emphasize usage-based revenue, with such revenue recognized as it is incurred. This combination of subscription-based and usage-based revenue models aligns pricing with customer adoption and platform utilization.
We believe we have the opportunity to continue to grow our business and that the investments we are making are positioning us to continue to realize revenue growth and improve our operating efficiencies. These investments will increase our costs on an absolute dollar basis, but the timing and amount of these investments will vary based on the rate at which we expect to add new customers, the implementation and support needs of our customers, our software development plans, our technology and physical infrastructure requirements and the internal needs of our organization. Many of these investments will occur in advance of any associated benefit. If we are successful in growing our revenues by selling additional innovative solutions to existing customers and creating deeper End-User engagement, we anticipate that greater economies of scale and increased operating leverage will improve our margins over the long term.
We primarily sell our solutions through our direct sales organization. While the financial institution market is well-defined due to the regulatory classification of financial institutions, the markets for FinTechs and other financial services providers are broader and more difficult to define due to the changing number of providers in each market. Over the long term, we intend to continue to invest in additional sales representatives to identify and address opportunities in the financial institution, FinTech and Alt-FI markets and to increase our number of sales support and marketing personnel, as well as our investment in marketing initiatives designed to increase awareness of our solutions and generate new customer opportunities.
We have continuously invested in expanding and improving our digital banking platform since we introduced it in 2005. We intend to continue investing organically and to selectively pursue acquisitions of and strategic investments in technologies that will strengthen and expand the features and functionality of our solutions and provide access to new customers and markets. We have also acquired or developed new solutions and additional functionality that serve a broader range of needs of financial institutions as well as the needs of FinTechs and Alt-FIs. Our portfolio of digital solutions includes a comprehensive suite of offerings for retail, SMB and commercial banking, onboarding, regulatory and compliance, risk and fraud, digital lending and relationship pricing, open platform solutions, BaaS, account switching and data-driven sales enablement, spending insights and portfolio management solutions, among others. Q2 Innovation Studio, an application program interface, or API, and software development kit, or SDK, based open technology platform, allows our financial institution customers and other partners to develop unique extensions of and integrations to our digital banking platform, allowing financial institutions to quickly and easily deploy customized experiences and the latest financial services expected by End Users. We believe our portfolio, which reflects years of strategic development and innovation, affords us a distinct competitive advantage across multiple market segments.
We believe that financial services providers are best served by a broad portfolio of digital solutions offering rapid, flexible and comprehensive integration with internal and third-party solutions enabling them to deliver modern, intuitive, advanced and regulatory-compliant digital solutions. We also believe our unique position in the market stems from the breadth and depth of our solution offerings and customer base, our open and flexible platform approach, our position as a leading provider of digital banking solutions to a large network of financial institutions, and our expertise in delivering new, advanced, innovative and regulatory-compliant digital solutions. These strengths allow us to address the evolving needs and challenges within the financial services industry, as we continually innovate and adapt our offerings to meet the changing demands of our customers and their End Users. We intend to continue to make investments in technology innovation and software development to enhance our existing solutions and platforms while expanding our product portfolio.
As our business grows, we intend to continue to invest in and grow our services and delivery organization to support our customers' needs, help them through their digital transformation, deliver our solutions in a timely and effective manner and maintain our strong reputation. We believe that delivery of consistent, high-quality customer support 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 service 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.
Key Operating Measures
In addition to the U.S. generally accepted accounting principles, or GAAP, measures described below in "Components of Operating Results," we monitor the following operating measures to evaluate growth trends, plan investments and measure the effectiveness of our sales and marketing efforts.
Customer Accounts
We track Customer Accounts across key solutions to provide insight into the scale, breadth and mix of our contractual customer relationships across our portfolio of solutions. A Customer Account represents an organization or business entity with a contractual commitment for a specific Q2 solution, whether or not that solution is live, as of the last day of the reporting period presented. Because many customers have contractual commitments for multiple solutions, a single customer may be represented across multiple offerings, and as a result, Customer Accounts by solution overlap and do not represent unique customers when aggregated. Customer Account totals are presented as approximate figures, rounded to the nearest increment of 50, due to the complexity of multi-solution customer relationships and overlapping contractual arrangements. These figures are intended to provide directional insight into the breadth and mix of our customer relationships rather than precise customer counts. Customer Account levels may vary over time based on the timing of new customer agreements, expansion of existing customer relationships into additional solutions, customer attrition and consolidation activity among our customers. In particular, merger and acquisition activity within our customer base may result in a reduction in the number of Customer Accounts for certain solutions, including in cases where we continue to serve the combined organization and retain the underlying contractual relationships, End Users, and associated revenues. As of December 31, 2025, we had the following approximate Customer Account totals across our key solutions (rounded to the nearest increment of 50), reflecting solution-specific contractual relationships that may include multiple Customer Accounts associated with a single customer:
•500 Digital Banking Customer Accounts, including:
▪450 utilizing Consumer Digital Banking functionality
▪300 utilizing Commercial Digital Banking functionality
▪50 utilizing SMB Digital Banking functionality
•850 Risk & Fraud Customer Accounts
•150 Relationship Pricing Customer Accounts
•100 Digital Lending Customer Accounts
•50 Helix Customer Accounts
Registered Users
We define a Registered User as an individual associated with an account holder of a customer with an active consumer digital banking solution who has registered to use one or more of our digital banking solutions and has current access to use those solutions as of the last day of the reporting period presented. Growth in Registered Users is driven by expansion within existing customer relationships, increased adoption of digital banking services by end users and the addition of new customers. Over time, we expect the number of Registered Users to grow at a faster rate than the number of related Customer Accounts as customers increase penetration across their user bases, although growth may fluctuate from period to period. Our customers had approximately 27.3 million, 24.7 million and 22.0 million Registered Users as of December 31, 2025, 2024 and 2023, respectively. Registered Users as of June 30, 2026 were 27.8 million compared to 26.2 million as of June 30, 2025.
Net Revenue Retention Rate
We believe that our ability to retain our customers and expand their use of our products and services over time is an indicator of the stability of our revenue base and the long-term value of our customer relationships. One of the ways we assess our performance in this area is through our net revenue retention rate and subscription net revenue retention rate, which we refer to collectively as our net revenue retention rates. We calculate our net revenue retention rate as the total revenues in a calendar year, excluding any revenues from acquired customers during such year, from customers who were implemented on any of our solutions as of December 31 of the prior year, expressed as a percentage of the total revenues during the prior year from the same group of customers. Similarly, we calculate our subscription net revenue retention rate as total subscription revenues in a calendar year from customers who were implemented on any of our solutions as of December 31 of the prior year, expressed as a percentage of total subscription revenues for the prior year from the same group of customers. Our net revenue retention rates provide insight into the impact on current year revenues of: the number of new customers implemented on any of our solutions during the prior year; the timing of our implementation of those new customers in the prior year; growth in the number of End Users on such solutions and changes in their usage of such solutions; and sales of new products and services to our existing customers during the current year, excluding any products or services resulting from businesses acquired during such year and customer attrition. The most significant drivers of changes in our net revenue retention rates each year have historically been the number of new customers in the prior year and the timing of our implementation of those new customers. The timing of our implementation of new customers in the prior year is significant because we do not start recognizing revenues from new customers until they are implemented. As an example, if implementations are weighted more heavily in the first or second half of the prior year, both our net revenue retention rate and subscription net revenue retention rate will be lower or higher, respectively, in the subsequent year. Our use of net revenue retention rate and subscription net revenue retention rate have limitations as analytical tools, and investors should not consider them in isolation. Other companies in our industry may calculate net revenue retention rates differently, which reduces their usefulness as a comparative measure. Our net revenue retention rate was 113%, 109% and 108% for the years ended December 31, 2025, 2024 and 2023, respectively, and our subscription net revenue retention rate was 115%, 114% and 112% for the years ended December 31, 2025, 2024 and 2023, respectively.
Annualized Recurring Revenue
We believe Subscription Annual Recurring Revenue, or Subscription ARR, and Total Annual Recurring Revenue, or Total ARR, provide important information about our future revenue potential and our ability to maintain and expand our relationship with existing clients. We calculate Subscription ARR as the annualized value of all recurring subscription revenue recognized in the last month of the reporting period, with the exception of variable revenue in excess of contracted amounts for which we instead take the average monthly run rate of the trailing three months within that reporting period. Our Subscription ARR also includes the contracted minimum subscription amounts associated with all contracts in place at the end of the quarter for which revenue recognition has not yet commenced. Subscription revenues are defined within "Critical Accounting Policies and Significant Judgments and Estimates" in our Form 10-K. We calculate Total ARR as the annualized value of all recurring revenue recognized in the last month of the reporting period, with the exception of variable revenue in excess of contracted amounts for which we instead take the average monthly run rate of the trailing three months within that reporting period. Our Total ARR also includes the contracted minimums associated with all contracts in place at the end of the quarter for which revenue recognition has not yet commenced, and revenue generated from Integrated Services. Integrated Services revenue is generated from select established customer relationships where we have engaged with the customer for more tailored, premium professional services resulting in a deeper and ongoing level of engagement with them, which we deem to be recurring in nature. Total ARR does not include revenue from professional services or other sources of revenue that are not deemed to be recurring in nature. Subscription and Total ARR are not a forecast of future revenue, which can be impacted by contract start and end dates and renewal rates. Subscription and Total ARR should be viewed independently of revenue and deferred revenue as Subscription and Total ARR are operating metrics and are not intended to be combined with or replace these items. Our use of Subscription and Total ARR has limitations as an analytical tool, and investors should not consider it in isolation. Other companies in our industry may calculate Subscription ARR and Total ARR differently, which reduces their usefulness as comparative measures.
Our Subscription ARR was $780.1 million, $681.9 million and $593.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. Subscription ARR as of June 30, 2026 was $825.5 million compared to $716.0 million as of June 30, 2025. Our Total ARR was $921.4 million, $824.2 million and $734.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. Total ARR as of June 30, 2026 was $970.8 million compared to $860.6 million as of June 30, 2025.
Revenue Churn
We utilize revenue churn to monitor the satisfaction of our customers and evaluate the effectiveness of our business solutions and strategies. We define revenue churn as the amount of any monthly recurring revenue losses due to customer cancellations and downgrades, net of upgrades and replacements of existing solutions, during a year, divided by our monthly recurring revenue at the end of the prior year. Cancellations refer to customers that have either stopped using our services completely or remained a customer but terminated a particular service. Downgrades are a result of customers taking less of a particular service or renewing their contract for identical services at a lower price. We had annual revenue churn of 5.2%, 4.4% and 6.1% for the years ended December 31, 2025, 2024 and 2023, respectively. Our use of revenue churn has limitations as an analytical tool, and investors should not consider it in isolation. Other companies in our industry may calculate revenue churn differently, which reduces its usefulness as a comparative measure.
Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance our understanding, and aid in the period-to-period comparison, of our performance. We believe that these non-GAAP financial measures provide supplemental information that is meaningful when assessing our operating performance because they exclude the impact of certain categories that our management and board of directors do not consider part of core operating results when assessing our operational performance, allocating resources, preparing annual budgets and determining compensation. Accordingly, these non-GAAP financial measures may provide insight to investors into the motivation and decision-making of management in operating the business. Set forth in the tables below are the corresponding GAAP financial measures for each non-GAAP financial measure. Investors are encouraged to review the reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure included below. While we believe that these non-GAAP financial measures provide useful supplemental information, non-GAAP financial measures have limitations and should not be considered in isolation from, or as a substitute for, their most comparable GAAP measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be comparable to similarly titled measures of other companies due to potential differences in their financing and accounting methods, the book value of their assets, their capital structures, the method by which their assets were acquired and the manner in which they define non-GAAP measures. Items such as stock-based compensation, transaction-related costs, amortization of acquired technology, amortization of acquired intangible assets, lease and other restructuring charges and non-recurring legal settlements can have a material impact on our GAAP financial results.
Non-GAAP Operating Income
We provide non-GAAP operating income that excludes such items as stock-based compensation, transaction-related costs, amortization of acquired technology, amortization of acquired intangible assets, lease and other restructuring charges and non-recurring legal settlements. We believe excluding these items is useful for the following reasons:
•Stock-based compensation. We provide non-GAAP information that excludes expenses related to stock-based compensation. We believe that the exclusion of stock-based compensation expense provides for a better comparison of our operating results to prior periods and to our peer companies as the calculations of stock-based compensation vary from period to period and company to company due to different valuation methodologies, subjective assumptions and the variety of award types. Because of these unique characteristics of stock-based compensation, we exclude these expenses when analyzing the organization's business performance.
•Transaction-related costs. We exclude certain expense items resulting from our evaluation and completion of merger, acquisition, divestiture and corporate transaction opportunities, such as related legal, accounting and consulting fees and retention expense. We consider these adjustments, to some extent, to be unpredictable and dependent on a significant number of factors that are outside of our control. Furthermore, transaction-related activities result in operating expenses that would not otherwise have been incurred by us in the normal course of our organic business operations. We believe that providing these non-GAAP measures that exclude transaction-related costs allows users of our financial statements to better review and understand the historical and current results of our continuing operations, and also facilitates comparisons to our historical results and results of less acquisitive peer companies, both with and without such adjustments.
•Amortization of acquired technology and intangible assets. We provide non-GAAP information that excludes expenses related to purchased technology and intangible assets associated with our acquisitions. We believe that eliminating these expenses from our non-GAAP measures is useful to investors, because the amortization of acquired technology and intangible assets can be inconsistent in amount and frequency and significantly impacted by the timing and magnitude of our acquisition transactions, which also vary in frequency from period to period. Accordingly, we analyze the performance of our operations in each period, both with and without such expenses.
•Lease and other restructuring charges. We provide non-GAAP information that excludes restructuring charges related to the estimated costs of exiting and terminating facility lease commitments, partially offset by anticipated sublease income, and any related impairments of the right of use assets as they relate to corporate restructuring and exit activities. It also excludes severance cash payouts and other related compensation associated with restructuring, departure of executive officers or eliminating certain positions in connection with initiatives intended to align our resources to the portions of our business that we believe will drive the most long-term value. These charges are inconsistent in amount and are significantly impacted by the timing and nature of these events. Therefore, although we may incur these types of expenses in the future, we believe that eliminating these charges for purposes of calculating the non-GAAP financial measures facilitates a more meaningful evaluation of our operating performance and comparisons to our past operating performance.
•Non-recurring legal settlements. We exclude certain legal settlement costs that we deem not to be in the ordinary course of our business operations ("non-recurring legal settlements"). In March 2025, we entered into a settlement agreement to settle a dispute with a former commercial real estate broker related to commissions for the lease of our current headquarters, pursuant to which we paid $1.8 million to settle the matter in full. We believe excluding this amount from our non-GAAP financial measures provides meaningful insight and allows users of our financial statements to better review and understand the historical and current results of our continuing operations, and also facilitates comparisons to our historical results and results to peer companies, both with and without such adjustments.
The following table presents a reconciliation of GAAP operating income to non-GAAP operating income for each of the periods indicated (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
|
GAAP operating income
|
$ | 29,341 | $ | 9,840 | $ | 57,030 | $ | 12,029 | ||||||||||||||||||
| Stock-based compensation | 20,558 | 22,500 | 40,823 | 43,510 | ||||||||||||||||||||||
| Transaction-related costs | 20 | - | 270 | - | ||||||||||||||||||||||
| Amortization of acquired technology | 4,347 | 5,504 | 8,696 | 11,009 | ||||||||||||||||||||||
| Amortization of acquired intangibles | - | - | - | 93 | ||||||||||||||||||||||
| Lease and other restructuring charges | 1,045 | (88) | 1,233 | 2,062 | ||||||||||||||||||||||
|
Non-recurring legal settlements
|
- | - | - | 1,750 | ||||||||||||||||||||||
|
Non-GAAP operating income
|
$ | 55,311 | $ | 37,756 | $ | 108,052 | $ | 70,453 | ||||||||||||||||||
Adjusted EBITDA
We define adjusted EBITDA as net income before stock-based compensation, transaction-related costs, depreciation and amortization, lease and other restructuring charges, non-recurring legal settlements, provision for income taxes and interest and other income, net. 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 with and 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.
Adjusted EBITDA should not be considered as an alternative to net income 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 stock-based compensation;
•adjusted EBITDA does not reflect interest or 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.
Because of these and other limitations, investors and others should consider adjusted EBITDA together with our GAAP financial measures including cash flow from operations and net income. The following table presents a reconciliation of net income to adjusted EBITDA for each of the periods indicated (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
|
Reconciliation of net income to adjusted EBITDA:
|
||||||||||||||||||||||||||
| Net income | $ | 29,858 | $ | 11,764 | $ | 56,497 | $ | 16,517 | ||||||||||||||||||
| Stock-based compensation | 20,558 | 22,500 | 40,823 | 43,510 | ||||||||||||||||||||||
| Transaction-related costs | 20 | - | 270 | - | ||||||||||||||||||||||
| Depreciation and amortization | 12,059 | 13,555 | 23,802 | 27,275 | ||||||||||||||||||||||
| Lease and other restructuring charges | 1,045 | (88) | 1,233 | 2,062 | ||||||||||||||||||||||
|
Non-recurring legal settlements
|
- | - | - | 1,750 | ||||||||||||||||||||||
| Provision for income taxes | 1,859 | 1,733 | 4,973 | 2,220 | ||||||||||||||||||||||
| Interest and other income, net | (2,611) | (3,666) | (4,778) | (6,826) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 62,788 | $ | 45,798 | $ | 122,820 | $ | 86,508 | ||||||||||||||||||
Components of Operating Results
Revenues
Revenue-generating activities directly relate to the sale, implementation and support of our solutions within a single operating segment. We derive the majority of our revenues from subscription fees for the use of our hosted solutions, transactional revenue from bill-pay solutions and remote deposit products, revenues for professional services and implementation services related to our solutions and certain third-party related pass-through fees. We recognize the corresponding revenues over time on a ratable basis over the customer agreement term or as incurred based on the nature of the revenue. A small portion of our revenues are derived from customers which host and manage our solutions on-premises or in third-party data centers under term license and maintenance agreements. For these customers, we recognize software license revenue once the customer obtains control of the license, which generally occurs at the start of each license term, and recognize the remaining arrangement consideration for maintenance revenue over time on a ratable basis over the term of the software license.
Subscription fees are based on the number of solutions purchased by our customers, the number of End Users using the solutions and other usage fees those users generate by using our solutions in excess of the levels included in our standard subscription fee. Subscription fees are billed monthly, quarterly or annually and are recognized monthly over the term of our customer agreements. The initial term of our digital banking platform agreements averages over five years, although it varies by customer. The structure and terms of our digital lending and relationship pricing arrangements vary but generally are also sold on a subscription basis through our direct sales organization, and the related revenues are recognized over the terms of the customer agreements. The structure and terms of our Helix arrangements with FinTechs vary but typically involve relatively lower contracted minimum revenues and instead emphasize usage-based revenue, with such revenue recognized as it is incurred. This combination of subscription-based and usage-based revenue models aligns pricing with customer adoption and platform utilization. We begin recognizing subscription fees when the control of the service transfers to the customer, generally when the solution is implemented and made available to the customer. We recognize revenue for debit card and bill-pay related transaction services when End Users utilize debit card services integrated within our Helix and other payment-service solutions in the month incurred based on actual or estimated transactions. The timing of our implementations varies period-to-period
based on our implementation capacity, the number of solutions purchased by our customers, the size and unique needs of our customers and the readiness of our customers to implement our solutions. We typically recognize any related implementation services revenues ratably over the initial customer agreement term beginning on the date we commence recognizing subscription fees. Contract asset balances arise primarily when we provide services in advance of billing for those services. Amounts that have been invoiced are recorded in accounts receivable, and in revenues or deferred revenues, depending on when control of the service transfers to the customer.
Cost of Revenues
Cost of revenues is comprised primarily of salaries and other personnel-related costs, including employee benefits, bonuses and stock-based compensation, for employees providing services to our customers. This includes the costs of our personnel performing implementations and customer support. Cost of revenues also includes third-party public cloud service providers, the direct costs of bill-pay and other third-party intellectual property included in our solutions, amortization of deferred solution and services costs, amortization of certain software development costs, debit card related pass-through fees, an allocation of general overhead costs, including access to AI-powered productivity and development tools for our employees, the amortization of acquired technology intangibles, referral fees, co-location facility costs and depreciation of our data center assets. 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 personnel costs directly related to the implementation of our solutions to the extent those costs are recoverable from future revenues. We amortize the capitalized implementation costs once revenue recognition commences, and we amortize those implementation costs to cost of revenues over the expected period of customer benefit, which has been determined to be the estimated life of the technology. Other costs not directly recoverable from future revenues are expensed in the period incurred.
We capitalize certain software development costs for those employees who are directly associated with and who devote time to developing our software solutions on an individual product basis, including those related to programmers, software engineers and quality control teams. Software development costs are amortized to cost of revenues when products and enhancements are released or made available over the products' estimated economic lives.
Operating Expenses
Operating expenses primarily consist of sales and marketing, research and development and general and administrative expenses. They also include costs related to our acquisitions and the resulting amortization of acquired intangible assets from those acquisitions. Over the long term, we intend to continue to hire new employees and make other investments to support our anticipated growth, including access to AI-powered productivity and development tools for our employees, and as a result, we expect our operating expenses to increase in absolute dollars but to decrease as a percentage of revenues over the long term as we grow our business.
Sales and Marketing
Sales and marketing expenses consist primarily of salaries and other personnel-related costs, including commissions, employee benefits, bonuses and stock-based compensation. Sales and marketing expenses also include expenses related to advertising, lead generation, promotional events, corporate communications, travel and allocated overhead.
Research and Development
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. Research and development expenses include salaries and personnel-related costs, including employee benefits, bonuses and stock-based compensation, 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 software development, which include salaries and other personnel-related costs, comprised of employee benefits, stock-based compensation and bonuses attributed to programmers, software engineers and quality control teams working on our software solutions, are capitalized and included in intangible assets, net on the condensed consolidated balance sheets.
General and Administrative
General and administrative expenses consist primarily of salaries and other personnel-related costs, including employee benefits, bonuses and stock-based compensation, of our administrative, finance and accounting, information systems, compliance and security, legal, human resources employees and the majority of our executive team. General and administrative expenses also include consulting and professional fees, travel and other corporate expenses to comply with regulations governing public companies and financial institutions.
Transaction-Related Costs
Transaction-related costs include various legal and professional service expenses incurred in connection with mergers, acquisition, divestitures and other corporate transactions, which are recognized when incurred.
Lease and Other Restructuring Charges
Lease and other restructuring charges include costs related to the early vacating of certain facilities, any related impairment of the right of use assets and ongoing expenses of other vacated facilities, partially offset by anticipated sublease income from the associated facilities. It also includes severance cash payouts and other related compensation associated with restructuring, departure of executive officers or eliminating certain positions in connection with initiatives intended to align our resources to the portions of our business that we believe will drive the most long-term value.
Total Other Income, Net
Total other income, net, consists primarily of interest income and expense, other non-operating income and expense, loss on disposal of long-lived assets, foreign currency translation adjustment and gain on extinguishment of debt. We earn interest income on our cash, cash equivalents and investments. Interest expense consists primarily of the interest from the amortization of debt issuance costs, coupon interest attributable to our convertible notes, commitment fees and interest associated with our Revolving Credit Agreement, as well as fees and interest associated with the letter of credit issued to our landlord for the security deposit for our corporate headquarters.
Provision for Income Taxes
Our income tax expenses and benefits consist primarily of federal, state, and international current and deferred income tax expense from global operations.
Results of Operations
The following table sets forth our condensed results of operations data for each of the periods indicated (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues | $ | 219,765 | $ | 195,148 | $ | 436,271 | $ | 384,883 | ||||||||||||||||||
|
Cost of revenues(1)
|
89,565 | 90,584 | 178,157 | 179,329 | ||||||||||||||||||||||
| Gross profit | 130,200 | 104,564 | 258,114 | 205,554 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Sales and marketing | 25,944 | 27,037 | 51,664 | 53,564 | ||||||||||||||||||||||
| Research and development | 41,115 | 36,914 | 82,995 | 74,767 | ||||||||||||||||||||||
| General and administrative | 33,068 | 31,034 | 65,255 | 63,356 | ||||||||||||||||||||||
| Transaction-related costs | 20 | - | 270 | - | ||||||||||||||||||||||
| Amortization of acquired intangibles | - | - | - | 93 | ||||||||||||||||||||||
| Lease and other restructuring charges | 712 | (261) | 900 | 1,745 | ||||||||||||||||||||||
| Total operating expenses | 100,859 | 94,724 | 201,084 | 193,525 | ||||||||||||||||||||||
| Income from operations | 29,341 | 9,840 | 57,030 | 12,029 | ||||||||||||||||||||||
| Total other income, net | 2,376 | 3,657 | 4,440 | 6,708 | ||||||||||||||||||||||
| Income before income taxes | 31,717 | 13,497 | 61,470 | 18,737 | ||||||||||||||||||||||
| Provision for income taxes | (1,859) | (1,733) | (4,973) | (2,220) | ||||||||||||||||||||||
| Net income | $ | 29,858 | $ | 11,764 | $ | 56,497 | $ | 16,517 | ||||||||||||||||||
_______________________________________________________________________________
(1) Includes amortization of acquired technology of $4.3 million and $5.5 million for the three months ended June 30, 2026 and 2025, respectively, and $8.7 million and $11.0 million for each of the six months ended June 30, 2026 and 2025, respectively.
The following table sets forth our condensed consolidated statements of operations data as a percentage of revenues for each of the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||
|
Cost of revenues(1)
|
40.8 | 46.4 | 40.8 | 46.6 | ||||||||||||||||||||||
| Gross margin | 59.2 | 53.6 | 59.2 | 53.4 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Sales and marketing | 11.8 | 13.9 | 11.8 | 13.9 | ||||||||||||||||||||||
| Research and development | 18.7 | 18.9 | 19.0 | 19.4 | ||||||||||||||||||||||
| General and administrative | 15.0 | 15.9 | 15.0 | 16.5 | ||||||||||||||||||||||
| Transaction-related costs | - | - | 0.1 | - | ||||||||||||||||||||||
| Amortization of acquired intangibles | - | - | - | - | ||||||||||||||||||||||
| Lease and other restructuring charges | 0.3 | (0.1) | 0.2 | 0.5 | ||||||||||||||||||||||
| Total operating expenses | 45.9 | 48.5 | 46.1 | 50.3 | ||||||||||||||||||||||
| Income from operations | 13.4 | 5.0 | 13.1 | 3.1 | ||||||||||||||||||||||
| Total other income, net | 1.1 | 1.9 | 1.0 | 1.7 | ||||||||||||||||||||||
| Income before income taxes | 14.4 | 6.9 | 14.1 | 4.9 | ||||||||||||||||||||||
| Provision for income taxes | (0.8) | (0.9) | (1.1) | (0.6) | ||||||||||||||||||||||
| Net income | 13.6 | % | 6.0 | % | 12.9 | % | 4.3 | % | ||||||||||||||||||
______________________________________________________________________________
(1) Includes amortization of acquired technology of 2.0% and 2.8% for the three months ended June 30, 2026 and 2025, respectively, and 2.0% and 2.9% for the six months ended June 30, 2026 and 2025, respectively.
Due to rounding, totals may not equal the sum of the line items in the tables above.
Comparison of the Three and Six Months Ended June 30, 2026 and 2025
Revenues
The following table presents our revenues for each of the periods indicated (dollars in thousands):
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | (%) | 2026 | 2025 | $ | (%) | |||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 219,765 | $ | 195,148 | $ | 24,617 | 12.6 | % | $ | 436,271 | $ | 384,883 | $ | 51,388 | 13.4 | % | ||||||||||||||||||||||||||||||||||
During the three months ended June 30, 2026, the increase in revenues was primarily attributable to a $24.4 million increase in subscription revenue from the sale of additional solutions to new and existing customers and growth in expansions with existing customers and a $1.2 million increase in transactional revenue, partially offset by a $0.9 million decrease in services and other revenue.
During the six months ended June 30, 2026, the increase in revenues was primarily attributable to a $49.9 million increase in subscription revenue from the sale of additional solutions to new and existing customers and growth in expansions with existing customers, a $1.1 million increase in services and other revenue and a $0.4 million increase in transactional revenue.
We have observed improved subscription bookings and associated revenue primarily from our digital banking solutions from both initial bookings with new customers and expansions with existing customers. For the three and six months ended June 30, 2026, our subscription revenue growth was 15% and 16%, respectively, as compared to the prior year period, and we expect subscription revenue will continue to increase as a percentage of total revenue.
Cost of Revenues
The following table presents our cost of revenues for each of the periods indicated (dollars in thousands):
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | (%) | 2026 | 2025 | $ | (%) | |||||||||||||||||||||||||||||||||||||||||||
| Cost of revenues | $ | 89,565 | $ | 90,584 | $ | (1,019) | (1.1) | % | $ | 178,157 | $ | 179,329 | $ | (1,172) | (0.7) | % | ||||||||||||||||||||||||||||||||||
| Percentage of revenues | 40.8 | % | 46.4 | % | 40.8 | % | 46.6 | % | ||||||||||||||||||||||||||||||||||||||||||
During the three months ended June 30, 2026, the decrease in cost of revenues was primarily attributable to a $1.7 million decrease in depreciation of our data center assets resulting from our migration to third-party public cloud service providers, a $1.3 million decrease as a result of higher capitalized implementation costs and a $1.2 million decrease in amortization of acquired technology that was fully amortized during the prior year, partially offset by a $1.3 million increase from the amortization of capitalized software development and capitalized implementation services, a $1.2 million increase in third-party public cloud service provider costs and software costs necessary to support growing customer activity and a $0.7 million increase in allocated overhead costs, which includes AI-related usage costs and facilities costs.
During the six months ended June 30, 2026, the decrease in cost of revenues was primarily attributable to a $3.7 million decrease in depreciation of our data center assets resulting from our migration to third-party public cloud service providers, a $2.9 million decrease as a result of higher capitalized implementation costs, a $2.3 million decrease in amortization of acquired technology that was fully amortized during the prior year and a $0.4 million decrease in other discretionary expenses, partially offset by a $3.7 million increase in third-party public cloud service provider costs and software costs necessary to support growing customer activity, a $3.2 million increase from the amortization of capitalized software development and capitalized implementation services and a $1.3 million increase in allocated overhead, which includes AI-related usage costs and facilities costs.
We intend to continue to invest in our implementation and customer support teams and third-party partners for intellectual property and transactional processing in our solutions and technology infrastructure to standardize our business processes and drive future efficiency in our implementations, serve our customers and support our growth. We recently completed migration of the computing, storage and processing of our digital banking platform solutions from our third-party data centers to third-party public cloud service providers. Although cost of revenues may fluctuate on a near-term basis, we expect third-party public cloud service provider costs and other similar investments over the long term to increase cost of revenues in absolute dollars as we grow our business, and we expect such expenses to decline as a percentage of revenue, based on cost efficiencies realized in the business, the level and timing of implementation support activities, timing of capitalized software development costs, debit card related pass-through fees and other related costs.
Operating Expenses
The following tables present our operating expenses for each of the periods indicated (dollars in thousands):
Sales and Marketing
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | (%) | 2026 | 2025 | $ | (%) | |||||||||||||||||||||||||||||||||||||||||||
| Sales and marketing | $ | 25,944 | $ | 27,037 | $ | (1,093) | (4.0) | % | $ | 51,664 | $ | 53,564 | $ | (1,900) | (3.5) | % | ||||||||||||||||||||||||||||||||||
| Percentage of revenues | 11.8 | % | 13.9 | % | 11.8 | % | 13.9 | % | ||||||||||||||||||||||||||||||||||||||||||
During the three months ended June 30, 2026, the decrease in sales and marketing was primarily attributable to a $1.7 million decrease in personnel costs, largely from stock-based compensation, partially offset by a $0.4 million increase in allocated overhead, which includes AI-related usage costs and facilities costs and a $0.3 million increase in marketing events.
During the six months ended June 30, 2026, the decrease in sales and marketing was primarily attributable to a $2.2 million decrease in personnel costs, largely from stock-based compensation and a $0.4 million decrease in other discretionary expenses, partially offset by a $0.7 million increase in allocated overhead, which includes AI-related usage costs and facilities costs.
Sales and marketing expenses as a percentage of total revenues may change in any given period based on factors such as the addition of newly hired sales professionals, the timing of significant marketing events such as our annual in-person client conference, which we typically hold during the second quarter of each year, and the amount of sales commissions expense amortized. Commissions are generally capitalized and then amortized over the expected period of customer benefit. We anticipate that sales and marketing expenses will increase in absolute dollars in the long term as we continue to support our revenue growth and increase marketing spend to attract new customers, retain and grow business with existing customers, build brand awareness, and as we continue to hold various experiences for our current and prospective customers. While sales and marketing expenses as a percentage of revenue may fluctuate on a near-term basis, we expect such expenses to decline as a percentage of our revenues over the long term as our revenues grow and we realize cost efficiencies in the business.
Research and Development
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | (%) | 2026 | 2025 | $ | (%) | |||||||||||||||||||||||||||||||||||||||||||
| Research and development | $ | 41,115 | $ | 36,914 | $ | 4,201 | 11.4 | % | $ | 82,995 | $ | 74,767 | $ | 8,228 | 11.0 | % | ||||||||||||||||||||||||||||||||||
| Percentage of revenues | 18.7 | % | 18.9 | % | 19.0 | % | 19.4 | % | ||||||||||||||||||||||||||||||||||||||||||
During the three months ended June 30, 2026, the increase in research and development was primarily attributable to a $3.6 million increase in personnel costs as a result of the growth in our research and development organization to support continued enhancements to our solutions, a $1.1 million increase in allocated overhead costs, which includes AI-related usage costs and facilities costs and a $1.0 million increase in software and other discretionary expenses, partially offset by a $1.5 million decrease from higher capitalization of software development costs.
During the six months ended June 30, 2026, the increase in research and development was primarily attributable to an $8.2 million increase in personnel costs as a result of the growth in our research and development organization to support continued enhancements to our solutions, a $1.9 million increase in allocated overhead costs, which includes AI-related usage costs and facilities costs and a $1.2 million increase in software and other discretionary expenses, partially offset by a $3.1 million decrease from higher capitalization of software development costs.
We intend to continue our investments in our software development teams and the associated technology, including AI-related usage, in order to serve our customers and support our growth. We anticipate that research and development expenses will increase in absolute dollars in the future as we continue to support and expand our platform and enhance our existing solutions, as we believe existing customers will have an increased focus on maintaining and improving their digital offerings. While research and development expenses as a percentage of revenue may fluctuate on a near-term basis, we expect such expenses to decline as a percentage of our revenues over the long term as our revenues grow and we realize cost efficiencies in the business.
General and Administrative
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | (%) | 2026 | 2025 | $ | (%) | |||||||||||||||||||||||||||||||||||||||||||
| General and administrative | $ | 33,068 | $ | 31,034 | $ | 2,034 | 6.6 | % | $ | 65,255 | $ | 63,356 | $ | 1,899 | 3.0 | % | ||||||||||||||||||||||||||||||||||
| Percentage of revenues | 15.0 | % | 15.9 | % | 15.0 | % | 16.5 | % | ||||||||||||||||||||||||||||||||||||||||||
During the three months ended June 30, 2026, the increase in general and administrative expenses was primarily attributable to a $1.2 million increase in professional services, $0.5 million net increase in other discretionary expenses and a $0.3 million increase in allocated overhead costs, which includes AI-related usage costs and facilities costs.
During the six months ended June 30, 2026, the increase in general and administrative expenses was primarily attributable to a $1.3 million increase in personnel costs, including stock-based compensation, to support the growth of our business, a $1.2 million increase in professional services, a $0.7 million net increase in other discretionary expenses and a $0.4 million net increase in allocated overhead, which includes AI-related usage costs and facilities costs, partially offset by a $1.8 million non-recurring legal settlement charge in the prior year related to certain litigation.
We expect to continue to incur incremental expenses associated with the growth of our business and compliance requirements associated with operating as a regulated, public company. Although general and administrative expenses may fluctuate on a near-term basis, over the long term, we anticipate that general and administrative expenses will continue to increase in absolute dollars as we continue to incur additional spending to ensure continued regulatory and SOX compliance. We expect such expenses to decline as a percentage of our revenues over the longer term as our revenues grow and we realize cost efficiencies in the business.
Transaction-Related Costs
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | (%) | 2026 | 2025 | $ | (%) | |||||||||||||||||||||||||||||||||||||||||||
| Transaction-related costs | $ | 20 | $ | - | $ | 20 | 100.0 | % | $ | 270 | $ | - | $ | 270 | 100.0 | % | ||||||||||||||||||||||||||||||||||
| Percentage of revenues | - | % | - | % | 0.1 | % | - | % | ||||||||||||||||||||||||||||||||||||||||||
Transaction-related costs are related to various legal and professional expenses incurred in connection with mergers, acquisitions, divestitures and other corporate transactions.
Lease and Other Restructuring Charges
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | (%) | 2026 | 2025 | $ | (%) | |||||||||||||||||||||||||||||||||||||||||||
| Lease and other restructuring charges | $ | 712 | $ | (261) | $ | 973 | (372.8) | % | $ | 900 | $ | 1,745 | $ | (845) | (48.4) | % | ||||||||||||||||||||||||||||||||||
| Percentage of revenues | 0.3 | % | (0.1) | % | 0.2 | % | 0.5 | % | ||||||||||||||||||||||||||||||||||||||||||
During the three months ended June 30, 2026, the net increase in lease and other restructuring charges was primarily attributable to a $0.6 million increase in severance charges associated with restructuring or eliminating certain positions and a $0.3 million increase related to updated assessments and ongoing expenses of previously vacated facilities.
During the six months ended June 30, 2026, the net decrease in lease and other restructuring charges was primarily attributable to a reduction in severance charges associated with restructuring or eliminating certain positions.
Total Other Income, Net
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | (%) | 2026 | 2025 | $ | (%) | |||||||||||||||||||||||||||||||||||||||||||
| Total other income, net | $ | 2,376 | $ | 3,657 | $ | (1,281) | (35.0) | % | $ | 4,440 | $ | 6,708 | $ | (2,268) | (33.8) | % | ||||||||||||||||||||||||||||||||||
| Percentage of revenues | 1.1 | % | 1.9 | % | 1.0 | % | 1.7 | % | ||||||||||||||||||||||||||||||||||||||||||
During the three months ended June 30, 2026, the decrease in other income, net was primarily attributable to a $2.5 million decrease in interest income due to lower cash investible balances resulting from the repayment of convertible notes at maturity in the prior year and current period, partially offset by a $0.9 million realized gain on the sale of fixed assets recognized during the current period and a $0.5 million increase for decreased interest expense due to the maturities of our convertible notes.
During the six months ended June 30, 2026, the decrease in other income, net was primarily attributable to a $3.8 million decrease in interest income due to lower cash investible balances resulting from the repayment of convertible notes at maturity in the prior year and in current period, partially offset by a $0.9 million realized gain on the sale of fixed assets recognized during the current period and a $0.9 million increase for decreased interest expense due to the maturities of our convertible notes.
Provision for Income Taxes
| Three Months Ended June 30, | Change | Six Months Ended June 30, | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | (%) | 2026 | 2025 | $ | (%) | |||||||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | $ | (1,859) | $ | (1,733) | $ | 126 | 7.3 | % | $ | (4,973) | $ | (2,220) | $ | 2,753 | 124.0 | % | ||||||||||||||||||||||||||||||||||
| Percentage of revenues | (0.8) | % | (0.9) | % | (1.1) | % | (0.6) | % | ||||||||||||||||||||||||||||||||||||||||||
During the three months ended June 30, 2026, the increase in provision for income taxes was primarily driven by a $0.7 million increase in state income taxes and a $0.5 million increase in foreign income taxes, offset by a $1.1 million decrease in federal income taxes.
During the six months ended June 30, 2026, the increase in provision for income taxes was primarily driven by a $1.9 million increase in state income taxes and a $1.0 million increase in foreign income taxes.
Seasonality and Quarterly Results
Our overall operating results fluctuate from quarter to quarter as a result of a variety of factors, including the timing of investments to grow our business. The timing of our implementation activities and corresponding revenues from new customers are subject to fluctuations based on the timing of our sales, which has historically tended to be lower in the first half of the year. The timing of our implementations also varies period-to-period based on our implementation capacity, the number of solutions purchased by our customers, the size and unique needs of our customers and the readiness of our customers to implement our solutions. General economic conditions and other global events may impact our business and our customers' spending patterns and budget cycles, and these conditions may disrupt any seasonality trends that may otherwise typically be inherent in our historical operating results. Our quarterly results of operations may vary significantly in the future and period-to-period comparisons of our operating results may not be meaningful and should not be relied upon as an indication of future results.
Liquidity and Capital Resources
Sources of Liquidity
As of June 30, 2026, our principal sources of liquidity were cash, cash equivalents and investments of $106.4 million. Based upon our current levels of operations, we believe that our cash flow from operations along with our other sources of liquidity, including our ability to access capital markets and available borrowings under our $125.0 million Revolving Credit Agreement, are adequate to meet our cash requirements for the next twelve months. We also believe that our longer-term working capital, planned capital expenditures, repurchases of common stock under our share repurchase program, or the Repurchase Program, and other general corporate funding requirements will be satisfied through cash flows from operations and, to the extent necessary, from our borrowing facility. However, if we determine a need for additional short-term or long-term liquidity, there is no assurance that such financing, if pursued, would be adequate or available on terms acceptable to us.
Cash Flows
The following table summarizes our cash flows for the periods indicated (in thousands):
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net cash provided by (used in): | ||||||||||||||
| Operating activities | $ | 116,975 | $ | 92,172 | ||||||||||
| Investing activities | 36,850 | (41,617) | ||||||||||||
| Financing activities | (420,459) | 4,218 | ||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (534) | 451 | ||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | $ | (267,168) | $ | 55,224 | ||||||||||
Cash Flows from Operating Activities
Our cash flows from operating activities are primarily influenced by net income less non-cash items, the amount and timing of customer receipts and vendor payments and by the amount of cash we invest in personnel and infrastructure to support the anticipated growth of our business and customer base.
For the six months ended June 30, 2026, our net cash and cash equivalents provided by operating activities was $117.0 million, which consisted of net income of $56.5 million and non-cash adjustments of $79.8 million, partially offset by cash outflows from changes in operating assets and liabilities of $19.3 million. The primary drivers of cash outflows in operating assets and liabilities were a $24.0 million cash outflow resulting from a gross increase in deferred solution costs primarily from annual commission payments in the prior period and deferred implementation costs from both new customers and existing customer expansion and a $19.0 million cash outflow resulting from an increase in accounts receivable, primarily due to the timing and collection of billings. Cash outflows were partially offset by a $29.2 million cash inflow resulting from an increase in deferred revenue due to the timing of annual billings and deposits received from customers prior to the recognition of revenue from those related payments. Non-cash adjustments primarily consisted of stock-based compensation, depreciation and amortization, amortization of deferred implementation and deferred solution and other costs, amortization of debt issuance costs and lease restructuring and impairments.
For the six months ended June 30, 2025, our net cash and cash equivalents provided by operating activities was $92.2 million, which consisted of net income of $16.5 million and non-cash adjustments of $84.4 million, partially offset by cash outflows from changes in operating assets and liabilities of $8.8 million. The primary drivers of cash outflows in operating assets and liabilities were a $18.2 million cash outflow resulting from an increase in accounts receivable, primarily due to the timing of annual billings, a $16.0 million cash outflow resulting from a net increase in deferred solution costs primarily from annual commission payments and deferred implementation costs and a $12.8 million cash outflow resulting from a decrease in accounts payable and accrued liabilities due to timing of payments and payment of annual bonuses during the first quarter. Cash outflows were partially offset by a $39.7 million cash inflow resulting from an increase in deferred revenue due to the increase in billings for services to be provided in future periods and deposits received from customers in advance of service delivery. Non-cash adjustments primarily consisted of stock-based compensation, depreciation and amortization, amortization of deferred implementation and deferred solution and other costs and amortization of debt issuance costs, partially offset by a decrease in deferred income taxes.
Cash Flows from Investing Activities
Our investing activities have consisted primarily of purchases and maturities of investments, costs incurred for the development of capitalized software and purchases of property and equipment to support our growth.
For the six months ended June 30, 2026, our net cash provided by investing activities was $36.9 million, consisting of $58.7 million received from the maturities of investments, partially offset by $13.5 million for capitalized software development costs and $8.3 million for the purchase of property and equipment.
For the six months ended June 30, 2025, our net cash used in investing activities was $41.6 million, consisting of $66.2 million for purchases of investments, $10.5 million for capitalized software development costs and $2.1 million for the purchase of property and equipment, partially offset by $37.2 million received from the maturities of investments.
Cash Flows from Financing Activities
Our recent financing activities have consisted primarily of activity related to our convertible notes and Repurchase Program, as well as net proceeds from exercises of stock options, contributions to our Employee Stock Purchase Plan, or ESPP, to purchase our common stock and payments for debt issuance costs related to the Revolving Credit Agreement.
For the six months ended June 30, 2026, our net cash used in financing activities was $420.5 million, consisting of $304.0 million for repayment of the 2026 Notes and $120.1 million for share repurchases under the Repurchase Program, partially offset by $3.6 million received from contributions to our ESPP to purchase our common stock.
For the six months ended June 30, 2025, our net cash provided by financing activities was $4.2 million, attributable to cash received from exercises of stock options and contributions to our ESPP to purchase our common stock.
Contractual Obligations and Commitments
Our principal commitments consist of non-cancelable operating leases primarily related to our facilities, minimum purchase commitments for third-party products, stadium sponsorship costs, commitment fees associated with our Revolving Credit Agreement, third-party public cloud service provider fees and other product costs. Our obligations under the Revolving Credit agreement are described in Note 9 to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. Information regarding our non-cancellable leases and other purchase commitments as of June 30, 2026 can be found in Note 7 and Note 8 to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncements
See Note 2 - Summary of Significant Accounting Policies contained in the Notes to Condensed Consolidated Financial Statements included in this report, regarding the impact of certain recent accounting pronouncements.
Critical Accounting Policies and Significant Judgments and Estimates
The preparation of our interim unaudited condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the related disclosures of contingent assets and liabilities in our interim unaudited condensed consolidated financial statements and accompanying notes. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates, judgments and assumptions on an ongoing basis, and while we believe that our estimates, judgments and assumptions are reasonable, they are based upon information available at the time. Actual results might differ from these estimates under different assumptions or conditions.
Our significant accounting policies are discussed in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Critical Accounting Policies and Significant Judgments and Estimates" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 11, 2026. There were no material changes to our significant accounting policies.
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