Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~May 11,~~August 10, 2023 there were ~~42,936,803~~43,086,267 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

Note 1 – Organization, business and summary of significant accounting policies

Organization

KLDiscovery Inc. (the “Company,” “we” or “us”) is a leading global provider of eDiscovery, information governance and data recovery solutions to corporations, law firms, insurance companies and individuals in 16 countries around the world. We provide technology solutions to help our clients solve complex data challenges. The Company’s headquarters are located in Eden Prairie, Minnesota. The Company has 25 locations in 16 countries, as well as 9 data centers and 13 data recovery labs globally.

The Company was originally incorporated under the name Pivotal Acquisition Corp. (“Pivotal”) as a blank check company on August 2, 2018 under the laws of the State of Delaware for the purpose of entering into a merger, capital stock exchange, stock purchase, reorganization or similar business combination with one or more businesses or entities.

On December 19, 2019 (the “Closing Date”), Pivotal acquired the outstanding shares of LD Topco, Inc. via a reverse capitalization (the “Business Combination”) and was renamed KLDiscovery Inc.

Principles of consolidation

The accompanying condensed consolidated financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying condensed consolidated financial statements include the accounts of KLDiscovery and all its subsidiaries. All significant intercompany accounts and transactions were eliminated upon consolidation. The accompanying condensed consolidated financial statements should be read in conjunction with the financial and risk factor information included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which we previously filed with the Securities and Exchange Commission (the “SEC”).

Liquidity and going concern evaluation

Under Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company is required to evaluate each reporting period, including interim periods, whether there is substantial doubt regarding its ability to meet its obligations when they come due within one year from the financial statement issuance date.

On February 8, 2021, certain subsidiaries of the Company, or the Loan Parties, entered into a new secured credit agreement (the “2021 Credit Agreement”) and on March 3, 2023, the Loan Parties entered into the First Amendment to the 2021 Credit Agreement (as amended, the "Amended 2021 Credit Agreement"). In addition, on December 19, 2019, the Company issued Convertible Debentures, which mature in 2024, in an aggregate principal amount of $200 million (the “Debentures” or the “Convertible Debentures”).

The Amended 2021 Credit Agreement provides for (i) initial term loans in an aggregate principal amount of $300 million (the “Initial Term Loans”), (ii) delayed draw term loans in an aggregate principal amount of $50 million (the “Delayed Draw Term Loans”), and (iii) revolving credit loans in an aggregate principal amount of $40 million, with a letter of credit sublimit of $10 million (the Revolving Credit Loans”).

The Company has historically incurred losses and in certain years cash flows have been negative. As of June 30, 2023, the Company’s cash balance was $20.9 million and the Company’s debt balance was $543.0 million, including a balance of $249.8 million under the Convertible Debentures and a balance of $293.3 million in Initial Term Loans under the Amended 2021 Credit Agreement (no amounts were outstanding under the Delayed Draw Term Loans or Revolving Credit Loans). As of June 30, 2023, the Company does not anticipate repaying the Convertible Debentures by June 19, 2024 and as such, the Initial Term Loans debt of $293.3 million is now included in the current portion of long-term debt in the Condensed Consolidated Balance Sheet at June 30, 2023. As of June 30, 2023, the Company does not have sufficient cash on hand, and does not expect to generate sufficient liquidity from forecasted future cash flows to repay its current obligations including the Initial Term Loans, at the accelerated maturity date.

The Company is reviewing potential alternatives, including renegotiating the terms of the Convertible Debentures and/or the Amended 2021 Credit Agreement and identifying alternative sources for cash or additional financing. The Company's current debt structure, however, raises substantial doubt regarding the Company’s ability to continue as a going concern because these or other alternatives may not be achievable on favorable terms and conditions or at all. The Company’s condensed financial statements do not include any adjustments that may result from the outcome of this uncertainty and have been prepared assuming the Company will continue as a going concern.

Use of estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the condensed consolidated financial statements. Although actual results could differ from those estimates, management does not believe that such differences would be material.

Significant estimates include, but are not limited to, the allowance for doubtful accounts, determining the fair values of assets acquired and liabilities assumed, including the recoverability and useful lives of property and equipment, intangible assets, and other long-lived assets, the evaluation of goodwill for impairment, the valuation and realization of deferred income taxes, the fair value of the Company’s common stock, and stock option awards.

Segments, concentration of credit risk and major customers

The Company operates in one business segment, providing technology-based litigation support solutions and services.

Financial instruments, which potentially expose the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company places its cash with a banking institution where the balances, at times, exceed federally insured limits. Management believes the risks associated with these deposits are limited.

With respect to accounts receivable, the Company performs ongoing evaluations of its customers, generally grants uncollateralized credit terms to its customers, and maintains an allowance for doubtful accounts based on historical experience and management’s expectations of future losses. As of and for the three and six months ended ~~March 31,~~June 30, 2023 and 2022, the Company did not have any single customer that represented ten percent (10%) or more of its consolidated revenues or accounts receivable. The Company believes that the geographic and industry diversity of the Company’s customer base throughout the U.S. and internationally minimizes the risk of incurring material losses due to concentrations of credit risk. The Company’s foreign revenues, principally from businesses in the UK and Germany, totaled approximately $~~12.6~~16.5 million and $~~14.1~~12.1 million for the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively; and $29.1 million and $26.2 million for the six months ended June 30, 2023, and 2022, respectively. The Company’s long-lived assets in foreign countries, principally in the UK and Germany, totaled approximately $~~26.2~~26.6 million and $25.9 million as of ~~March 31,~~June 30, 2023, and December 31, 2022, respectively.

Foreign currency

Results of operations for the Company’s non-U.S. subsidiaries are translated from the designated functional currency to the reporting currency of the U.S. dollar. Revenues and expenses are translated at average exchange rates for each month, while assets and

liabilities are translated at balance sheet date exchange rates. Resulting net translation adjustments are recorded as a component of stockholders’ equity in “Accumulated other comprehensive income” in the Company’s Condensed Consolidated Balance Sheets.

Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “Other (income) expense” in the Company’s Condensed Consolidated Statements of Comprehensive Loss. Such transaction gains and losses may be realized or unrealized depending upon whether the transaction settled during the period or remains outstanding at the balance sheet date.

Cash and cash equivalents

The Company considers all highly liquid financial instruments with an original maturity of three months or less when purchased to be cash equivalents.

Accounts receivable

Accounts receivable are recorded at the original invoice amount less an estimate for doubtful receivables based on a review of outstanding amounts monthly. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables, considering a customer’s financial condition, and evaluating historical experience and management's expectations of future losses. Accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded when received.

Fixed Assets

Computer software, property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets:


Computer software and hardware		3 to 5 years
Leasehold improvements		Shorter of lease term or useful life
Furniture, fixtures and other equipment		3 to 5 years

Gains or losses on disposals are included in results of operations at amounts equal to the difference between the net book value of the disposed assets and the proceeds received upon disposal. Costs for replacements and betterments are capitalized, while the costs of maintenance and repairs are expensed as incurred. Finance leases right of use assets are included in Property and equipment and are stated at the present value of minimum lease payments and subsequently amortized using the straight-line method over the earlier of the end of the asset's useful life or the end of the lease term.

Depreciation expense totaled $~~2.3~~2.4 million and $2.4 million for the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively, and includes amortization of assets recorded under finance leases. Depreciation expense totaled $4.7 million and $4.9 million for the six months ended June 30, 2023 and 2022, respectively, and includes amortization of assets recorded under finance leases. For additional information on leases, refer to Note 3 – Leases.

Internal-use software development costs

The Company capitalizes certain internal computer software costs incurred during the application development stage. The application development stage generally includes software design and configuration, coding, testing and installation activities. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditure will result in additional functionality. Capitalized software costs are amortized over the estimated useful life of the underlying project on a straight-line basis. The Company’s estimated useful life of capitalized software costs varies between three and five years, depending on management’s expectation of the economic life of various software. Capitalized software amortization costs are recorded as a component of cost of revenue.

Capitalized software costs are reflected as part of “Intangible assets, net” in the Company’s Condensed Consolidated Balance Sheets and totaled $~~18.1~~19.0 million and $17.5 million, net of accumulated amortization, as of ~~March 31,~~June 30, 2023 and December 31, 2022, respectively.

Intangible assets and other long-lived assets

The Company evaluates the recoverability of its long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of any asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the difference between the fair value of the asset compared to its carrying amount.

Amortization expense totaled $3.9 million and $5.0 million for the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively; $1.4 million and $2.5 million of which, respectively, was classified as part of the “Cost of revenues” line in the Company’s Condensed Consolidated Statements of Comprehensive Loss. Amortization expense totaled $7.8 million and $10.0 million for the six months ended June 30, 2023 and 2022, respectively; $2.7 million and $5.1 million of which, respectively, was classified as part of the “Cost of revenues” line in the Company’s Condensed Consolidated Statements of Comprehensive Loss.

The Company allocates the purchase price of an acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The Company recognizes as goodwill the amount by which the purchase price of an acquired entity exceeds the net of the fair values assigned to the assets acquired and liabilities assumed. In determining the fair values of assets acquired and liabilities assumed, the Company uses various recognized valuation methods including the income and market approaches. Further, the Company makes assumptions within certain valuation techniques, including discount rates, royalty rates, and the amount and timing of future cash flows. The Company records the net assets and results of operations of an acquired entity in the financial statements from the acquisition date. The Company initially performs these valuations based upon preliminary estimates and assumptions by management or independent valuation specialists under its supervision, where appropriate, and make revisions as estimates and assumptions are finalized. The Company expenses acquisition-related costs as they are incurred.

Goodwill

Goodwill represents the excess of the total consideration paid over identified intangible and tangible assets of the Company and its acquisitions. The Company tests its goodwill for impairment at the reporting unit level on an annual basis on October 1, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. As of the October 1, 2022 testing date, the Company determined there is one reporting unit.

Management concluded that there was no impairment of goodwill and intangible assets during the ~~three~~six months ended ~~March 31,~~June 30, 2023. Our goodwill balance is subject to fluctuations in foreign exchange rates.

Debt issuance costs

Debt issuance costs are stated at cost, net of accumulated amortization, and are amortized over the term of the debt using both the straight-line and the effective yield methods. U.S. GAAP requires that the effective yield method be used to amortize debt acquisition costs; however, if the effect of using the straight-line method is not materially different from the results that would have been obtained under the effective yield method, the straight-line method may be used. The amortization for funded term debt is calculated according to the effective yield method and revolving and unfunded term debt is calculated according to the straight-line method. Debt issuance costs related to funded term debt are presented in the Condensed Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts or premiums. Debt issuance costs related to revolving and unfunded term debt are presented in the Condensed Consolidated Balance Sheets within “Other assets.”

Revenue recognition

Revenues are recognized when the Company satisfies a performance obligation by transferring goods or services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. Performance obligations in the Company's contracts represent distinct or separate service streams that the Company provides to its customers.

The Company evaluates its revenue contracts with customers based on the five-step model under ~~Accounting Standards Codification (“ASC”)~~ASC 606, Revenue ~~Recognition:~~Recognition: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenues when (or as) each performance obligation is satisfied.

The Company provides Legal Technology services to its clients through several technology solutions including Nebula Ecosystem (“Nebula”) its internally developed end-to-end fully integrated proprietary solution. The Company also provides Data Recovery solutions.

The following table summarizes revenue from contracts with customers for the three and six months ended ~~March 31,~~June 30, 2023 and 2022 (in thousands):


	2023 Q1						2022 Q1						2023 Q2						2022 Q2
	Technology Solutions		Nebula		Consolidated		Technology Solutions		Nebula		Consolidated		Technology Solutions		Nebula		Consolidated		Technology Solutions		Nebula		Consolidated
Legal Technology	$	73,834	$	8,172	$	82,006	$	66,240	$	6,117	$	72,357	$	70,707	$	10,858	$	81,565	$	58,900	$	7,750	$	66,650
Data Recovery		8,653		—		8,653		9,541		—		9,541		8,442		—		8,442		8,541		—		8,541
Total revenue	$	82,487	$	8,172	$	90,659	$	75,781	$	6,117	$	81,898	$	79,149	$	10,858	$	90,007	$	67,441	$	7,750	$	75,191



													2023 YTD						2022 YTD
													Technology Solutions		Nebula		Consolidated		Technology Solutions		Nebula		Consolidated
Legal Technology													$	144,540	$	19,030	$	163,571	$	125,139	$	13,868	$	139,007
Data Recovery														17,095		—		17,095		18,082		—		18,082
Total revenue													$	161,635	$	19,030	$	180,666	$	143,221	$	13,868	$	157,089

Performance Obligations and Timing of Revenue Recognition

The Company primarily sells services and products that fall into the categories discussed below. Each category contains one or more performance obligations that are either (1) capable of being distinct (i.e., the customer can benefit from the product or service on its own or together with readily available resources, including those purchased separately from us) and distinct within the context of the contract (i.e., separately identified from other promises in the contract) or (2) a series of distinct products or services that are substantially the same and have the same pattern of transfer to the customer.

(1)

Legal Technology, including Nebula and the Company's expansive suite of technology solutions, such as its end-to-end eDiscovery technology solutions, managed review solutions, collections, processing, analytics, hosting, production and professional services, and

(2)

Data Recovery solutions, which provides data restoration, data erasure and data management services.

The Company generates the majority of its revenues by providing Legal Technology services to its clients. Most of the Company’s eDiscovery service contracts are time and materials types of arrangements.

Time and materials arrangements are based on units of data stored or processed. Unit-based revenues are recognized as services are provided, based on either the amount of data stored or processed, the number of concurrent users accessing the information, or the number of pages or images processed for a client, at agreed upon per unit rates. We recognize revenues for these arrangements at a point in time utilizing a right-to-invoice practical expedient because we have a right to consideration for services completed to date.

Certain other eDiscovery contracts are subscription-based, fixed-fee arrangements, which have tiered pricing based on the quantity of data hosted. For a fixed monthly fee, our clients receive a variety of optional eDiscovery services, which are included in addition to the data hosting. The Company recognizes revenues for these arrangements at a point in time based on predetermined monthly fees as determined in our contractual agreements, utilizing a right-to-invoice practical expedient because the Company has a right to consideration for services completed to date.

Other eDiscovery agreements are time and material arrangements that require the client to pay us based on the number of hours worked at contractually agreed-upon rates. The Company recognizes revenues for these arrangements at a point in time based on hours incurred and contracted rates utilizing a right-to-invoice practical expedient because it has a contractual right to consideration for services completed to date.

Data recovery services are mainly fixed fee arrangements requiring the client to pay a pre-established fee in exchange for the successful completion of a data recovery on a predetermined device. For the recovery services performed by the Company’s technicians, the revenue is recognized at a point in time, when the recovered data is sent to the customer.

Data erasure services are fixed fee arrangements for which revenue is recognized at a point in time, when the certificate of erasure is sent to the customer.

The Company offers term license subscriptions to Ontrack PowerControls software to customers with on-premises installations of the software pursuant to contracts that are historically one to four years in length. The term license subscriptions include maintenance and support, as well as access to future software upgrades and patches. The license and the additional support services are deemed to be one performance obligation, and thus revenue for these arrangements is recognized ratably over the term of the agreement.

Net loss per common share

Basic net loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period, plus the dilutive effect of common stock equivalents, including stock options and restricted shares. Common stock and common stock equivalents included in the computation represent shares issuable upon assumed exercise of outstanding stock options and release of restricted shares, except when the effect of their inclusion would be antidilutive.

Recently Adopted Accounting Standards

The Company is an Emerging Growth Company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act and has elected to take advantage of the extended transition period of delaying the adoption of new or revised accounting standards until such time as those standards apply to private companies. This may make the comparison of the Company’s ~~consolidated~~condensed financial statements to other public companies not meaningful due to the differences in accounting standards being applied.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (“ASC 326”): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This guidance is intended to introduce a revised approach to the recognition and measurement of credit losses, emphasizing an updated model based on expected losses rather than incurred losses. On January 1, 2023, the Company adopted ASU 2016-13 using a modified retrospective approach. The adoption did not have a material impact on the Company's ~~consolidated~~condensed financial statements.

Note 5 – Equity incentive plan

On December 19, 2019, the Company adopted the 2019 Incentive Award Plan (the “2019 Plan”) under which eligible employees, officers, directors and consultants of the Company may be granted incentive or non-qualified stock options, restricted stock, restricted stock units ("RSUs"), or other stock-based awards, including shares of Common Stock. Pursuant to the 2019 Plan, the number of shares of Common Stock available for issuance under the 2019 Plan automatically increases on each January 1 (commencing with January 1, 2021) until and including January 1, 2029, by an amount equal to the lesser of: (a) 5% of the shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as is determined by our Board of Directors (the “Board”). The Compensation Committee of the Board approved an increase to the share reserve as set out in the 2019 Plan in the amount of ~~2,134,227~~2,146,007 shares in ~~February 2022.~~April 2023. As of ~~March 31,~~June 30, 2023, ~~11,760,678~~13,906,685 shares of Common Stock were reserved under the 2019 Plan, of which ~~1,993,603~~2,516,445 shares of Common Stock remained available for issuance.

Stock option activity

The following table summarizes the Company’s stock option activity under the 2019 Plan:


Description	Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (1)		Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (1)
Options outstanding, December 31, 2022		5,757,779		$	7.92		7.6	$	—		5,757,779		$	7.92		7.60	$	—
Granted		—			—						987,796			1.05				1,183,255
Exercised		—			—						—			—
Forfeited		(9,451	)		7.34						(17,405	)		6.15
Expired		(75,714	)		8.12						(137,398	)		8.07
Options outstanding, March 31, 2023		5,672,614		$	7.91		7.4	$	—
Options vested and exercisable, March 31, 2023		4,428,571		$	8.16		7.1	$	—
Options vested and expected to vest, March 31, 2023		5,672,614		$	7.91		7.4	$	—
Options outstanding, June 30, 2023											6,590,772		$	6.89		7.58	$	1,183,255
Options vested and exercisable, June 30, 2023											4,480,069		$	8.20		6.92	$	—
Options vested and expected to vest, June 30, 2023											6,590,772		$	6.89		7.58	$	1,183,255

_______________________________

(1)

Aggregate intrinsic value (in thousands) represents the difference between the estimated fair value of the underlying Common Stock and the exercise price of outstanding in-the-money options.

The following table summarizes additional information on stock option grants and vesting (in thousands):


	2019 Plan				2019 Plan
	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Total fair value of stock options granted	$	—	$	2,884	$	938	$	2,898
Total fair value of options vested		1,465		609		1,682		840

Time-based vesting stock options

Time-based vesting stock options generally vest over a three-year period, are subject to graded vesting schedules, and expire ten years from the date of grant or within 90 days of termination of employment. The weighted-average fair value per share of time-based vesting stock options granted by the Company was $00.95, and $2.55, during the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022, respectively.

For the three months ended ~~March 31,~~June 30, 2023 and 2022, the Company recognized $~~0.8~~0.5 million and $~~1.1~~1.3 million of stock-based compensation expense, respectively, in connection with time-based vesting stock options. For the six months ended June 30, 2023

and 2022, the Company recognized $0.9 million and $2.4 million of stock-based compensation expense, respectively, in connection with time-based vesting stock options. As of ~~March 31,~~June 30, 2023 and 2022, there was $~~2.4~~2.8 million and $~~6.2~~5.2 million of unrecognized stock-based compensation expense, respectively, related to unvested time-based vesting stock options that is expected to be recognized over a weighted-average period of ~~1.7~~1.9 and 2.0 years, respectively.

Stock Option Valuation

The Company used valuation models to value ~~both~~the time ~~and performance-based~~based vesting stock options granted during the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022. ~~The Company did not grant any time or performance-based vesting stock options during the three~~

~~months ended March 31, 2023.~~ The following table summarizes the assumptions used in the valuation models to determine the fair value of awards granted to employees and non-employee directors under the 2019 Plan:


	~~Three Months Ended March 31, 2022~~
~~Expected volatility~~		~~42.90~~	%
~~Expected term (in years)~~	~~6.00~~
~~Dividend yield~~		~~0.00~~	%
~~Risk-free interest rate~~		~~1.62~~	%


	Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Expected volatility		41.2	%	42.8% - 42.9%
Expected term (in years)		6.00		6.00
Dividend yield		0.00	%		0.00	%
Risk-free interest rate		3.61	%	1.62% - 2.71%

A discussion of management’s methodology for developing each of the assumptions used in the valuation model follows:

•

Expected volatility – Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company uses an estimated volatility based on the historical and implied volatilities of comparable companies.

•

Expected term – This is the period that the options granted are expected to remain unexercised. For options granted during the three and six months ended ~~March 31,~~June 30, 2023 and 2022, the Company derived the expected life of the option based on the average midpoint between vesting and the contractual term as there is little exercise history.

•

Dividend yield – The Company has never declared or paid dividends and have no plans to do so in the foreseeable future.

•

Risk-free interest rate – This is the U.S. Treasury rate for securities with similar terms that most closely resembles the expected life of the option.

•

Forfeiture rate -– Forfeitures are included in compensation cost as they occur.

Stock-based compensation expense

Stock-based compensation expense is included in the Company’s Condensed Consolidated Statements of Comprehensive Loss within the following line items (in thousands):


	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022		Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
Cost of revenues	$	227	$	351	$	244	$	411	$	471	$	762
General and administrative		443		408		453		511		897		919
Research and development		76		103		94		134		170		237
Sales and marketing		87		200		86		241		172		441
Total	$	833	$	1,062	$	877	$	1,297	$	1,710	$	2,359

Performance-based restricted stock units

Periodically, the Company granted RSUs to certain employees which are subject to certain vesting criteria. These RSUs become eligible to begin vesting upon a liquidity event (as defined in the award agreements governing the RSUs). The amount and timing of the vesting of the RSUs depends on the type and timing of the liquidity event as it relates to the Closing Date. Generally, a portion of the RSUs were scheduled to first vest upon the occurrence of the liquidity event and the remainder were scheduled to vest in up to three annual installments thereafter. Because no liquidity event occurred before the third anniversary of the Closing Date, all RSUs are scheduled to vest immediately upon a future liquidity event.

The Company determined the achievement of a liquidity event was not probable and therefore no expense has been recorded related to the RSU awards that vest solely upon a liquidity event.

During the second quarter of 2023 and 2022, the Company granted 367,820 and 463,000 ~~performance based~~performance-based RSUs, respectively, to certain employees, 50% of which vest based on the achievement of annual consolidated revenue targets and 50% of which vest based on the achievement of certain annual Nebula revenue targets. These units will vest over three annual installments based on the achievement of the annual consolidated revenue and Nebula revenue performance conditions and are not subject to any liquidity event vesting condition. In the event that the performance conditions are not met in the first or second year, all units granted will vest in the third year if the cumulative performance conditions are met at that time. The grant of awards with performance conditions supports the Company’s goal of aligning executive incentives with long-term stockholder value and ensuring that executive officers have a continuing stake in the long-term success of the Company.

The Company determined the three-year achievement of the overall Company revenue and Nebula revenue targets was probable and incurred $0.2 million of stock-based compensation expense for the three months ended ~~March 31,~~June 30, 2023 with respect to the performance-based RSUs granted in the second quarter of 2023 and 2022.

The vesting of the RSUs held by a grantee is generally subject to his or her continued employment with the Company.

During the second quarter of 2023, the Company’s Board of Directors approved the vesting of 73,726 performance-based RSUs previously granted to certain employees. The shares issued upon the vesting of the RSUs were distributed to the employees during the second quarter.

Time-based restricted stock units

The Company grants certain non-employee directors time-based RSUs in satisfaction of their annual retainer payments. These RSUs vest over a one-year or three-year period. During the three months ended ~~March 31,~~June 30, 2023 and 2022, the Company granted to certain non-employee directors ~~151,515~~186,834 ~~RSUs.~~RSUs and 100,000 RSUs, respectively. During the three months ended ~~March 31, 2022, the Company did~~ no~~t grant any time-based RSUs to its non-employee directors. During the three months ended March 31,~~June 30, 2023 and 2022, the Company recognized the grant-date fair value of the RSUs granted to non-employee directors of $0.2 million and $0.2 million as stock-based compensation expense, respectively. During the six months ended June 30, 2023 and 2022, the Company recognized as stock-based compensation expense the grant-date fair value of the RSUs granted to non-employee directors of $0.4 million and $0.3 million, respectively.

The following table summarizes the Company’s RSU activity for performance based RSUs awarded to employees and for time-based RSUs granted to non-employee directors under the 2019 Plan:


~~Description~~	RSUs Outstanding
~~Outstanding at December 31, 2022~~		~~1,876,669~~
~~Granted~~		~~151,515~~
~~Vested - non-employee director awards~~		(~~16,667~~	)
~~Forfeited~~		(~~19,289~~	)
~~Expired~~		—
~~Outstanding at March 31, 2023~~		~~1,992,228~~


Description	RSUs Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
RSUs non-vested, December 31, 2022		1,876,669		$	6.45		6.10
Granted		786,884			2.04		—
Vested		(190,059	)		6.52		—
Forfeited		(23,724	)		6.40		—
Expired		—			—		—
RSUs non-vested, June 30, 2023		2,449,770		$	5.03		5.89

Note 6 – Equity

The Company is authorized to issue up to 200,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share. Each holder of Common Stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. The holders of the Common Stock are entitled to receive dividends out of assets legally available at the times and in the amounts as the Company's Board of Directors may from time to time determine. In the event of any liquidation, dissolution or winding up of the Company, the assets of the Company shall be distributed ratably among the holders of the then outstanding Common Stock.

There were no stock issuances during the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively, other than pursuant to stock option exercises, vesting of certain performance based RSUs and vesting of non-employee director RSUs.

Warrants

On the Closing Date, in connection with the consummation of the Business Combination, the Company assumed (i) 23,000,000 warrants (the “Public Warrants”) to purchase shares of Common Stock and (ii) 6,350,000 Private Warrants (together with the Public Warrants, the “Warrants”). The Public Warrants qualify for equity accounting as these warrants do not fall within the scope of ASC Topic 480, Distinguishing Liabilities from Equity. The Private Warrants qualify for liability accounting as these warrants fall within the scope of ASC 480.

Each warrant entitles the holder to purchase one share of Common Stock for $11.50 per share. If exercised by the initial purchaser of the Private Warrant or certain permitted transferees, the purchase can occur on a cashless basis. The Warrants will expire on December 19, 2024 or earlier upon redemption or liquidation.

If the reported last sale price of the Company's common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, the Company may redeem all the Public Warrants at a price of $0.01 per warrant upon not less than 30 days’ prior written notice.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. The warrants will not be adjusted for the issuance of common stock at a price below its exercise price. The Company will not be required to net cash settle the warrants.

The Private Warrants are identical to the Public Warrants except that the Private Warrants will be exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Shares Subject to Forfeiture

On December 19, 2019, in connection with the consummation of the Business Combination, 550,000 shares of common stock held by Pivotal Acquisition Holdings LLC were subjected to an additional lockup that will be released only if the last reported sale price of the common stock equals or exceeds $15.00 for a period of 20 consecutive trading days during the five-year period following the Closing Date. If the last reported sale price of common stock does not equal or exceed $15.00 within five years from the Closing Date, such shares will be forfeited to the Company for no consideration. These shares are reported as outstanding in the Company’s financial statements and continue to be subject to the additional lockup as of ~~March 31,~~June 30, 2023.

Note 7 – Income taxes

A valuation allowance has been established against the Company’s net U.S. federal and state deferred tax assets, including net operating loss (“NOL”) carryforwards. As a result, the Company’s income tax provision is primarily related to foreign tax activity and U.S. deferred taxes for tax deductible goodwill and other indefinite-lived liabilities. During the three months ended ~~March 31,~~June 30, 2023 and 2022, the Company recorded an income tax provision of $~~0.3~~0.2 million and $~~0.4~~0.2 million, respectively, resulting in an effective tax rate of (~~7.1~~4.4)% and (~~4.3~~1.8)%, respectively. During the six months ended June 30, 2023 and 2022, the Company recorded an income tax provision of $0.5 million and $0.5 million, respectively, resulting in an effective tax rate of (5.7)% and (2.5)%, respectively. These effective tax rates differ from the U.S. federal statutory rate primarily due to the effects of foreign tax rate differences, U.S. state and local income taxes and the valuation allowance against our domestic deferred tax assets.

The Inflation Reduction Act of 2022 ("IRA") was signed into law on August 16, 2022. The bill was meant to address the high inflation rate in the U.S. through various climate, energy, healthcare, and other incentives. These incentives are meant to be paid for by the tax provisions included in the IRA that became effective on January 1, 2023, such as a new 15% corporate minimum tax, a 1% new excise tax on stock buybacks, additional IRS funding to improve taxpayer compliance, and others. At this time, none of the IRA tax provisions are expected to have a material impact to the Company's tax provision. The Company will continue to monitor for updates to the Company's business along with guidance issued with respect to the IRA to determine whether any adjustments are needed to the Company's tax provision in future periods.

Note 8 – Commitments and contingencies

The Company is involved in various legal proceedings, which arise occasionally in the normal course of business. While the ultimate results of such matters generally cannot be predicted with certainty, management does not expect such matters to have a material effect on the financial position and results of operations as of ~~March 31,~~June 30, 2023.

The Company has two letters of credit totaling $0.6 million as of ~~March 31,~~June 30, 2023 as additional security for lease guarantees related to leased properties.

Note 9 – Related parties

As of ~~March 31,~~June 30, 2023, $~~123.6~~124.9 million including paid-in kind interest of the Company's Convertible Debentures was owed to affiliates of MGG Investment Group, which is an affiliate of a director of the Company. For the three months ended ~~March 31,~~June 30, 2023 and 2022, the Company recognized $~~3.6~~3.7 million and $3.4 million in interest expense, respectively, and for the six months ended June 30, 2023 and 2022, the Company recognized $7.2 million and $6.8 million in interest expense, respectively, related to the Convertible Debentures owned by affiliates of the MGG Investment Group.

Note 10 – Subsequent events

The Company has evaluated subsequent events since the date on which these financial statements were issued through the date on which this Quarterly Report on Form 10-Q was filed and did not identify any additional items for disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including information incorporated herein by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts. This includes, without limitation, statements regarding our financial position, business strategy and management’s plans and objectives for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans, we are making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, our management.

All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expect, including:

•

consequences of our substantial levels of indebtedness, including the pending maturity and potential acceleration thereof in June 2024, and our ability to repay our debt obligations as they become due or to secure alternative sources of cash or additional financing;

•

potential failure to comply with privacy and information security regulations governing the client datasets that we process and store;

•

the ability to operate in highly competitive markets, and potential adverse effects of this competition;

•

risk of decreased revenues if we do not adapt our pricing models to compete successfully;

•

the ability to attract, motivate and retain qualified employees, including members of our senior management team;

•

the ability to maintain a high level of client service and expand operations;

•

potential issues with our product offerings that could cause legal exposure, reputational damage and an inability to deliver services;

•

the ability to develop and successfully grow revenues from new products such as Nebula, improve existing products and adapt our business model to keep pace with industry trends;

•

risk that our products and services fail to interoperate successfully with third-party systems;

•

potential unavailability of third-party technology that we use in our products and services;

•

potential disruption of our products, offerings, website and networks;

•

difficulties resulting from our implementation of new consolidated business systems;

•

the ability to deliver products and services following a disaster or business continuity event;

•

the outbreak of disease or similar public health threat, such as COVID-19;

•

potential unauthorized use of our products and technology by third parties and/or data security breaches and other incidents;

•

potential intellectual property infringement claims;

•

the ability to comply with various trade restrictions, such as sanctions and export controls, resulting from our international operations;

•

~~consequences of our substantial levels of indebtedness, including the pending maturity and potential acceleration thereof in June 2024;~~

•

potential impairment charges related to goodwill, identified intangible assets and fixed assets;

•

impacts of laws and regulations on our business;

•

macroeconomic conditions, including inflationary pressures, rising interest rates, exchange rate volatility, and recessionary fears;

•

potential litigation and regulatory proceedings involving us;

•

expectations regarding the time during which we will be an emerging growth company or smaller reporting company;

•

the potential liquidity and trading of our public securities; and

•

other risks and uncertainties indicated in the section titled “Risk Factors” in this Quarterly Report on Form 10-Q.

The forward-looking statements contained in this Quarterly Report on Form 10-Q and in any document incorporated by reference are based on current expectations and beliefs, which we believe to be reasonable, concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (many of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2022. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that include phrases such as “we believe” and similar phrases reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for these statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Throughout this section, unless otherwise specified or where the context requires otherwise, references to “we,” “us,” “our,” “Company,” “KLDiscovery,” “KLD,” or “KLDiscovery Inc.” refer to KLDiscovery Inc. and its consolidated subsidiaries. The following overview provides a summary of the sections included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations:

•

~~Executive Summary~~Overview and Key Components of Our Results of Operations — a general description of our business and components of our financial statements and key highlights for the three and six months ended ~~March 31,~~June 30, 2023.

•

Results of Operations — an analysis of our results of operations in our condensed consolidated financial statements.

•

Liquidity and Capital Resources — an analysis of our cash flows, sources and uses of cash, and commitments and contingencies.

~~Overview~~OVERVIEW

KLD is a leading global provider of eDiscovery, information governance and data recovery solutions to corporations, law firms, insurance agencies and individuals. We provide technology solutions to help our clients solve complex legal, regulatory and data challenges. We have broad geographical coverage in the eDiscovery and data recovery industries with 25 locations in 16 countries, as well as 9 data centers and 13 data recovery labs globally. Our integrated proprietary technology solutions enable the efficient and accurate collection, processing, transmission, review and/or recovery of complex and large-scale enterprise data. In conjunction with proprietary technology, we provide immediate expert consultation and 24/7/365 support wherever a customer is located worldwide, which empowers us to become a “first-call” partner for mission-critical, time-sensitive, or nuanced eDiscovery and data recovery challenges. We are continuously innovating to provide a more reliable, secure and seamless experience when tackling various “big data” volume, velocity, and veracity challenges. A key example of our purpose-built innovation is Nebula, our flagship, end-to-end artificial intelligence/machine learning, or AI/ML, powered solution that serves as a singular platform of engagement for legal data.

Key factors affecting our performance

Our operating results, financial performance and future growth will depend on a variety of factors, including, among others, maintaining our history of product innovation, increasing adoption of Nebula, maintaining and growing our client base while driving greater penetration, growth in the number of our matters, particularly large matters and establishing our partner channel for Nebula. Some of the more important factors are discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on March 16, 2023 (our “Annual Report”), as supplemented by the additional discussion below.

Key business metrics

The following are among the key operational and financial metrics we use to measure and evaluate our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

Clients

We have a strong track record of growing our client base, and we believe that our ability to increase the number of clients utilizing our Legal Technology solutions, including Nebula, is an important indicator of our market penetration, our business growth, and our future opportunities.

We define Legal Technology clients as each primary law firm and corporation to which we provided services in a litigation matter that we billed during the past two years. We define Nebula clients, each of which is included in the number of Legal Technology clients, as the total number of primary law firm, corporation, insurance company and service provider clients to which we provided legal technology solutions for a matter that we billed for use of our Nebula solution during the two years prior to the applicable date.

The following table sets forth the number of Legal Technology clients and Nebula clients as of the dates shown:


	March 31,				June 30,
	2023		2022		2023		2022
Legal Technology clients		6,091		5,563		6,150		5,731
Nebula clients		1,718		1,293		1,660		1,419

Number and size of matters

We believe our ability to continuously grow the number of matters on our platform over time is an important measure of scale for our business and is indicative of our future growth prospects.

We define Legal Technology matters as the total number of matters on which our Legal Technology solutions were used in the twelve months preceding the applicable date. Matters refer to a range of activities that include collecting, tracking, analyzing, and exchanging relevant data. Legal Technology solutions currently drive the majority of our revenue, and provide the foundation for additional adoption of our proprietary technology solutions and other offerings. We define Nebula matters, which are included in the number of Legal Technology matters, as the total number of matters on which our Nebula solution was used in the twelve months preceding the applicable date. Nebula is our ecosystem of proprietary technology solutions that enables clients to collect, process, store, analyze, and govern their data on a single platform. Nebula comprises a steadily growing component of our revenue and we expect Nebula adoption to increase and the number of Nebula matters to grow in the long term as we continue to introduce new product capabilities and cross-sell Nebula to our existing clients.

The following table sets forth the number of Legal Technology matters and Nebula matters as of the dates shown:


	March 31,				June 30,
	2023		2022		2023		2022
Legal Technology matters		8,078		7,877		8,062		8,048
Nebula matters		1,231		1,009		1,313		1,089

Our comprehensive product offerings, technology-enabled service offerings and reputation as a trusted partner to our clients enable us to capture matters of large size and complexity. For the three and six months ended ~~March 31,~~June 30, 2023 and 2022, ~~48%~~respectively, 52% and ~~48%~~47% of Legal Technology revenue, respectively, was produced by matters that generated revenues of greater than $500,000, and ~~78%~~79% and ~~79%~~78% of our Legal Technology revenue, respectively, was produced by matters that generated revenues of greater than $100,000 during the relevant period.

Legal Technology net revenue retention

We calculate our Legal Technology net revenue retention rate by dividing (1) total Legal Technology revenue in the twelve-month period from accounts that generated Legal Technology revenue during the corresponding immediately preceding ~~twelve month~~twelve-month period by (2) total Legal Technology revenue in the immediately preceding ~~twelve month~~twelve-month period generated from those same accounts. Our Legal Technology net revenue retention rate includes revenue from use of Nebula.

Twelve Months Ended March 31,

2023

2022
Legal Technology net revenue retention

95%

109%


	Twelve Months Ended June 30,
	2023	2022
Legal Technology net revenue retention	101%	101%

For the three months ended ~~March 31,~~June 30, 2023 and 2022, our Legal Technology revenue was ~~$82.0~~$81.6 million and ~~$72.4~~$66.7 million, respectively, and our data recovery revenue was ~~$8.7~~$8.4 million and ~~$9.5~~$8.5 million, respectively. For the six months ended June 30, 2023 and 2022, our Legal Technology revenue was $163.6 million and $139.0 million, respectively, and our data recovery revenue was $17.1 million and $18.1 million, respectively.

Our Legal Technology net revenue retention rate is impacted by our usage-based pricing model, and revenue could fluctuate in any given period due to ~~frequency~~timing and volume of matters, client upsell, cross-sell, and churn. We believe global macroeconomic challenges, including inflation and the war in Ukraine, had a significant adverse impact on the Company and the overall market in 2022. Large jobs were delayed and significant revenue opportunities that we typically rely on were not as abundant as we expected. Our revenues increased during the first ~~quarter~~half of this year as we saw an uptick in large jobs. In the long-term, we plan to increase our net revenue retention rate by increasing the number of solutions that we sell on a subscription-basis, as well as broadening the scope of our Nebula offerings, to promote strong product adoption. As we expand our products beyond eDiscovery to other information governance solutions such as big data hosting and processing, including through Nebula, we expect clients to leverage our technology earlier in the data lifecycle, providing further opportunity for us to increase our product and service penetration and client retention. Furthermore, we plan to establish and broaden our channel partnerships over time and leverage these strong relationships to further our awareness of our products and overall usage within the industry.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Revenue

The Company primarily generates revenue from selling solutions that fall into the following categories:

(1)

Legal Technology, including Nebula and our expansive suite of technology solutions, such as our end-to-end eDiscovery technology solutions, managed review solutions, collections, processing, analytics, hosting, production, and professional services; and

(2)

Data recovery solutions, which provides data restoration, data erasure and data management services.

The Company generates the majority of its revenues by providing Legal Technology solutions to our clients. Most of the Company’s eDiscovery contracts are time and materials types of arrangements, while others are subscription-based, fixed-fee arrangements.

Time and materials arrangements are based on units of data stored or processed. Unit-based revenues are recognized as services are provided, based on either the amount of data stored or processed, the number of concurrent users accessing the information or the number of pages or images processed for a client, at agreed upon per unit rates. The Company recognizes revenues for these arrangements utilizing a right-to-invoice practical expedient because it has a contractual right to consideration for services completed to date.

Certain of the Company’s eDiscovery contracts are subscription-based, fixed fee arrangements, which have tiered pricing based on the quantity of data hosted. For a fixed monthly fee, the Company’s clients receive a variety of optional eDiscovery solutions, which are included in addition to the data hosting. The Company recognizes revenues for these arrangements based on predetermined monthly fees as determined in its contractual agreements, utilizing a right-to-invoice practical expedient because the Company has a contractual right to consideration for services completed to date.

Other eDiscovery agreements are time and material arrangements that require the client to pay us based on the number of hours worked at contractually agreed-upon rates. The Company recognizes revenues for these arrangements based on hours incurred and contracted rates utilizing a right-to-invoice practical expedient because it has a contractual right to consideration for services completed to date.

Data recovery engagements are mainly fixed fee arrangements requiring the client to pay a pre-established fee in exchange for the successful completion of such engagement on a predetermined device. For the recovery performed by the Company’s technicians, the revenue is recognized at a point in time, when the recovered data is sent to the customer.

Data erasure engagements are also fixed fee arrangements for which revenue is recognized at a point in time when the certificate of erasure is sent to the customer.

$17.1 million and $18.1 million, respectively. For the three months ended ~~March 31,~~June 30, 2023 and 2022, Legal Technology revenue from our technology solutions other than Nebula was ~~$73.8~~$70.7 million and ~~$66.2~~$58.9 million respectively, and revenue from Nebula was ~~$8.2~~$10.9 million and ~~$6.1~~$7.8 million, respectively. For the six months ended June 30, 2023 and 2022, Legal Technology revenue from our technology solutions other than Nebula was $144.5 million and $125.1 million respectively, and revenue from Nebula was $19.0 million and $13.9 million, respectively.

We currently expect ~~non-Nebula Legal Technology revenues to remain relatively consistent over time and~~ that Nebula revenue will continue to accelerate, with Nebula growing as a larger percentage of the mix of total revenue over time.

Cost of Revenues

Cost of revenue consists primarily of technology infrastructure costs, personnel costs and amortization of capitalized developed technology costs. Infrastructure costs include hardware, software, occupancy and cloud costs to support our legal technology and data recovery solutions. Personnel costs include salaries, benefits, bonuses, and stock-based compensation as well as costs associated with document reviewers which are variable based on managed review revenue. We intend to continue to invest additional resources in our infrastructure to expand the capability of solutions and enable our customers to realize the full benefit of our solutions. The level, timing and relative investment in our cloud infrastructure could affect our cost of revenue in the future. Additionally, cost of revenue in future periods could be impacted by fluctuations in document reviewer costs associated with managed review revenue.

Operating expenses

Our operating expenses consist of research and development, sales and marketing, general and administrative and amortization and depreciation expenses. Personnel costs are the most significant component of operating expenses and consist of salaries, benefits, bonuses, share-based compensation and sales commissions. Operating expenses also include occupancy, software expense and professional services. We intend to continue to increase our investment in research and development to further develop our proprietary technology and support further penetration and adoption of our offerings, including our end-to-end Nebula platform, including through hiring additional personnel. We expect these investments to cause research and development expense to slightly increase over the prior year, while staying fairly consistent as a percentage of revenue in 2023 and thereafter. We expect sales and marketing expense to decline in the next year as we realize the full year benefits of the optimization of data recovery personnel as we unified our inbound and business development teams. The optimization of personnel combined with anticipated increased revenue will result in slightly decreasing sales and marketing expense as a percentage of revenue in the next year and normalizing as a percentage of revenues thereafter. We also expect general and administrative expense to decrease in the next year due to savings associated with the consolidation of our real estate footprint, as well as vacated lease costs and public offering costs that are not expected to recur in ~~2023.~~2023 or future periods. General and administrative expense as a percentage of revenue is expected to decline over time due to our ability to scale as revenues increase and as a result of historical cost-cutting measures.

Interest Expense

Interest expense consists primarily of interest payments and accruals relating to outstanding borrowings. We expect interest expense to vary each reporting period depending on the amount of outstanding borrowings and prevailing interest rates.

Income Tax Provision

The income tax provision is primarily related to foreign tax activity and U.S. deferred taxes for tax deductible goodwill and other indefinite-lived liabilities. We maintain a valuation allowance on our federal and state deferred tax assets as we have concluded that it is not more likely than not that the deferred assets will be utilized.

Non-U.S. GAAP Financial Measures

We prepare financial statements in accordance with U.S. GAAP. We also disclose and discuss other non-U.S. GAAP financial measures such as EBITDA and adjusted EBITDA. Our management believes that these measures are relevant and provide useful supplemental information to investors by providing a baseline for evaluating and comparing our operating performance against that of other companies in our industry.

Our management believes EBITDA and Adjusted EBITDA reflect our ongoing operating performance because the isolation of non-cash charges, such as amortization and depreciation, and other items, such as interest, income taxes, equity compensation, acquisition and transaction costs, restructuring costs, systems establishment costs and costs associated with strategic initiatives which are incurred outside the ordinary course of our business, provides information about our cost structure and helps us to track our operating progress. We encourage investors and potential investors to carefully review our U.S. GAAP financial measures and compare them with our EBITDA and adjusted EBITDA. The non-U.S. GAAP financial measures that we use may not be comparable to similarly titled measures reported by other companies and in the future, we may disclose different non-U.S. GAAP financial measures in order to help our investors meaningfully evaluate and compare our results of operations to our previously reported results of operations or to those of other companies in our industry.

EBITDA and Adjusted EBITDA

We define EBITDA as net income (loss) plus interest (income) expense, income tax expense (benefit), extinguishment of debt, impairment losses, and depreciation and amortization. We view adjusted EBITDA as an operating performance measure and as such, we believe that the most directly comparable U.S. GAAP financial measure is net loss. In calculating adjusted EBITDA, we exclude from net loss certain items that we believe are not reflective of our ongoing business as the exclusion of these items allows

us to provide additional analysis of the financial components of the day-to-day operation of our business. We have outlined below the type and scope of these exclusions:

•

Acquisition, financing and transaction costs generally represent earn-out payments, rating agency fees and letter of credit and revolving facility fees, as well as professional service fees and direct expenses related to acquisitions and public offerings. Because we do not acquire businesses or effect financings on a regular or predictable cycle, we do not consider the amount of these costs to be a representative component of the day-to-day operating performance of our business.

•

Stock compensation and other primarily represent portions of compensation paid to our employees and executives through stock-based instruments. Determining the fair value of the stock-based instruments involves a high degree of judgment and estimation and the expenses recorded may not align with the actual value realized upon the future exercise or termination of the related stock-based awards. Additionally, stock compensation is a non-cash expense. Therefore, we believe it is useful to exclude stock-based compensation to better understand the long-term performance of our core business.

•

Change in fair value of Private Warrants relates to changes in the fair market value of the Private Warrants issued in conjunction with the Business Combination. We do not consider the amount to be representative of a component of the day-to-day operating performance of our business.

•

Restructuring costs generally represent non-ordinary course costs incurred in connection with a change in a contract or a change in the makeup of our personnel often related to an acquisition, such as severance payments, recruiting fees and retention charges. We do not consider the amount of restructuring costs to be a representative component of the day-to-day operating performance of our business.

•

Systems establishment costs relate to non-ordinary course expenses incurred to develop our IT infrastructure, including system automation and enterprise resource planning system implementation. We do not consider the amount to be representative of a component of the day-to-day operating performance of our business.

Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by any of these adjustments, or that our projections and estimates will be realized in their entirety or at all. In addition, because of these limitations, adjusted EBITDA should not be considered as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations.

The use of EBITDA and adjusted EBITDA instead of U.S. GAAP measures has limitations as an analytical tool, and adjusted EBITDA should not be considered in isolation, or as a substitute for analysis of our results of operations and operating cash flows as reported under U.S. GAAP. For example, EBITDA and adjusted EBITDA do not reflect:

•

our cash expenditures or future requirements for capital expenditures;

•

changes in, or cash requirements for, our working capital needs;

•

interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

•

any cash income taxes that we may be required to pay;

•

any cash requirements for replacements of assets that are depreciated or amortized over their estimated useful lives and may have to be replaced in the future; or

•

all non-cash income or expense items that are reflected in our statements of cash flows.

See “—Results of Operations” below for reconciliations of adjusted EBITDA to net loss.

RESULTS OF OPERATIONS

For the three months ended ~~March 31,~~June 30, 2023 compared with the three months ended ~~March 31,~~June 30, 2022

The results for the periods shown below should be reviewed in conjunction with our unaudited condensed consolidated financial statements included in “Item 1. Financial Statements.”

The following table sets forth statements of operations data for each of the periods indicated:


	For the Three Months Ended March 31,						For the Three Months Ended June 30,
(in millions)	2023			2022			2023			2022

Revenues	$	90.7		$	81.9		$	90.0		$	75.2
Cost of revenues		43.6			43.3			45.0			39.6
Gross profit		47.1			38.6			45.0			35.6
Operating expenses		35.7			35.4			33.6			34.2
Income from operations		11.4			3.2			11.4			1.3
Interest expense		15.8			12.7			16.2			12.9
Change in fair value of Private Warrants		(0.2	)		(0.2	)		(0.3	)		(0.5	)
Loss before income taxes		(4.2	)		(9.2	)		(4.5	)		(11.0	)
Income tax provision		0.3			0.4			0.2			0.2
Net loss		(4.5	)		(9.6	)		(4.7	)		(11.2	)
Total other comprehensive income (loss), net of tax		0.8			(2.1	)		(0.2	)		(5.7	)
Comprehensive loss		(3.7	)		(11.7	)		(4.9	)		(16.9	)

Adjusted EBITDA


	For the Three Months Ended March 31,						For the Three Months Ended June 30,
(in millions)	2023			2022			2023			2022
Net Loss	$	(4.5	)	$	(9.6	)	$	(4.7	)	$	(11.2	)
Interest expense		15.8			12.7			16.2			12.9
Income tax provision		0.3			0.4			0.2			0.2
Depreciation and amortization expense		6.6			7.8			6.8			7.8
EBITDA (1)	$	18.2		$	11.3		$	18.5		$	9.7
Acquisition, financing and transaction costs		1.8			1.4			0.3			1.6
Stock compensation and other		0.8			1.1			0.9			1.3
Change in fair value of Private Warrants		(0.2	)		(0.2	)		(0.3	)		(0.5	)
Restructuring costs		0.1			0.1			0.6			—
Systems establishment costs		0.2			0.4			0.1			0.3
Adjusted EBITDA (1)	$	20.9		$	14.1		$	20.1		$	12.4

_______________________________

(1)

EBITDA and adjusted EBITDA are non-GAAP measures. See “—Non-U.S. GAAP Financial Measures.”

Revenues

Revenues increased by ~~$8.8~~$14.8 million, or ~~10.7%~~19.7%, to ~~$90.7~~$90.0 million for the three months ended ~~March 31,~~June 30, 2023 as compared to ~~$81.9~~$75.2 million for the three months ended ~~March 31,~~June 30, 2022. This is due to an increase in Legal Technology revenue of ~~$9.6~~$14.9 million resulting from an increase of ~~$7.6~~$11.8 million from our technology solutions other than Nebula and an increase of ~~$2.0~~$3.1 million from Nebula due to higher volume, partially offset by a decrease in data recovery revenue of ~~$0.9~~$0.1 million as a result of a lower volume of large jobs.

Cost of Revenues

Cost of revenues increased by ~~$0.3~~$5.4 million, or ~~0.7%~~13.6%, to ~~$43.6~~$45.0 million for the three months ended ~~March 31,~~June 30, 2023 as compared to ~~$43.3~~$39.6 million for the three months ended ~~March 31,~~June 30, 2022. This increase is primarily due to increased software expense of approximately ~~$0.8~~$1.1 million, ~~and~~ increased personnel expenses of ~~$0.6~~$4.6 million primarily due to increased ~~bonuses and~~ managed review wages, and increased professional services of $0.5 million, partially offset by decreased amortization of $1.2 million associated with acquired intangibles that have fully amortized. As a percentage of revenue, our cost of revenues for the three months ended ~~March 31,~~June 30, 2023 decreased to ~~48.1%~~50.0% as compared to ~~52.9%~~52.7% for the three months ended ~~March 31,~~June 30, 2022, and was primarily due to the higher revenue combined with the decrease in amortization expense.

Gross Profit

Gross profit increased by ~~$8.5~~$9.4 million, or ~~22.0%~~26.4%, to ~~$47.1~~$45.0 million for the three months ended ~~March 31,~~June 30, 2023 as compared to ~~$38.6~~$35.6 million for the three months ended ~~March 31,~~June 30, 2022. Gross profit increased primarily due to the factors noted above. As a percentage of revenue, our gross profit for the three months ended ~~March 31,~~June 30, 2023 increased to ~~51.9%~~50.0% as compared to ~~47.1%~~47.3% for the three months ended ~~March 31,~~June 30, 2022, and was due to the increase in revenue noted above that was greater in percentage than the comparable increase in cost of revenues.

Operating Expenses

Operating expenses ~~increased~~decreased by ~~$0.3~~$0.6 million, or ~~0.8%~~1.8%, to ~~$35.7~~$33.6 million for the three months ended ~~March 31,~~June 30, 2023 as compared to ~~$35.4~~$34.2 million for the three months ended ~~March 31,~~June 30, 2022. This ~~increase~~decrease is primarily the result of a ~~$1.0~~$0.9 million ~~increase~~decrease in professional services, ~~partially offset by~~ a $0.4 million decrease in occupancy expense due to the consolidation of our real estate footprint and a $0.3 million decrease in marketing costs primarily associated with the optimization of our digital marketing ~~program.~~program, partially offset by increased sales commissions of $1.0 million. As a percentage of revenue, our operating expenses for the three months ended ~~March 31,~~June 30, 2023 decreased to ~~39.4%~~37.3% as compared to ~~43.2%~~45.5% for three months ended ~~March 31,~~June 30, 2022.

Interest Expense

Interest expense increased by ~~$3.1~~$3.3 million, or ~~24.4%~~25.6%, to ~~$15.8~~$16.2 million for the three months ended ~~March 31,~~June 30, 2023 as compared to ~~$12.7~~$12.9 million for the three months ended ~~March 31,~~June 30, 2022. The increase is primarily due to an increase in the variable interest rate on borrowings under the Amended 2021 Credit Agreement, which resulted in a ~~$2.7~~$2.9 million increase in expense, and an increase in the debt balance due to the quarterly accruals of Paid in Kind ("PIK") interest on the Convertible Debentures issued by the Company, which resulted in a ~~$0.2~~$0.3 million increase in interest expense.

Change in Fair Value of Private Warrants

For the three months ended ~~March 31,~~June 30, 2023 the Company recorded a gain to the Private Warrants liability of ~~$0.2~~$0.3 million and for the three months ended ~~March 31,~~June 30, 2022 the Company recorded a ~~loss~~gain of ~~$0.2~~$0.5 million.

Income Tax Provision

During the three months ended ~~March 31,~~June 30, 2023 and 2022, the Company recorded an income tax provision of ~~$0.3~~$0.2 million and ~~$0.4~~$0.2 million, respectively, resulting in an effective tax rate of ~~(7.1)~~(4.4)% and ~~(4.3)~~(1.8)%, respectively. These effective tax rates differ from the U.S. federal statutory rate primarily due to the effects of foreign tax rate differences, U.S. state and local income taxes and the valuation allowance against our domestic deferred tax assets. The effective rate for the three months ended ~~March 31,~~June 30, 2023 ~~decreased~~changed from the three months ended ~~March 31,~~June 30, 2022 primarily due to a change in the allocation of our pre-tax earnings and losses among countries with differing statutory tax rates.

A valuation allowance has been established against our net U.S. federal and state deferred tax assets, including net operating loss carryforwards. As a result, our income tax provision is primarily related to foreign taxes and U.S. deferred taxes for tax deductible goodwill and other indefinite-lived liabilities.

Net Loss

Net loss for the three months ended ~~March 31,~~June 30, 2023 was ~~$(4.5)~~$(4.7) million compared to ~~$(9.6)~~$(11.2) million for the three months ended ~~March 31,~~June 30, 2022. Net loss decreased for the three months ended ~~March 31,~~June 30, 2023 as compared to the three months ended ~~March 31,~~June 30, 2022 due to the factors noted above.

For the six months ended June 30, 2023 compared with the six months ended June 30, 2022

The results for the periods shown below should be reviewed in conjunction with our unaudited condensed consolidated financial statements included in “Item 1. Financial Statements.”

The following table sets forth statements of operations data for each of the periods indicated:


	For the Six Months Ended June 30,
(in millions)	2023			2022

Revenues	$	180.7		$	157.1
Cost of revenues		88.6			82.9
Gross profit		92.1			74.2
Operating expenses		69.3			69.6
Income from operations		22.8			4.6
Interest expense		32.0			25.6
Change in fair value of Private Warrants		(0.5	)		(0.7	)
Loss before income taxes		(8.7	)		(20.3	)
Income tax provision		0.5			0.5
Net loss		(9.2	)		(20.8	)
Total other comprehensive income (loss), net of tax		0.6			(7.8	)
Comprehensive loss		(8.6	)		(28.6	)

Adjusted EBITDA


	For the Six Months Ended June 30,
(in millions)	2023			2022
Net Loss	$	(9.2	)	$	(20.8	)
Interest expense		32.0			25.6
Income tax provision		0.5			0.5
Depreciation and amortization expense		13.4			15.7
EBITDA (1)	$	36.7		$	21.0
Acquisition, financing and transaction costs		2.1			2.9
Stock compensation and other		1.7			2.4
Change in fair value of Private Warrants		(0.5	)		(0.7	)
Restructuring costs		0.7			0.1
Systems establishment costs		0.3			0.7
Adjusted EBITDA (1)	$	41.0		$	26.4

_______________________________

(1)

EBITDA and adjusted EBITDA are non-GAAP measures. See “—Non-U.S. GAAP Financial Measures.”

Revenues

Revenues increased by $23.6 million, or 15.0%, to $180.7 million for the six months ended June 30, 2023 as compared to $157.1 million for the six months ended June 30, 2022. This is due to an increase in Legal Technology revenue of $24.6 million resulting from an increase of $19.4 million from our technology solutions other than Nebula and an increase of $5.2 million from Nebula due to higher volume, partially offset by a decrease in data recovery revenue of $1.0 million as a result of a lower volume of large jobs.

Cost of Revenues

Cost of revenues increased by $5.7 million, or 6.9%, to $88.6 million for the six months ended June 30, 2023 as compared to $82.9 million for the six months ended June 30, 2022. This increase is primarily due to increased software expense of approximately $1.9 million, increased personnel expenses of $5.2 million primarily due to increased managed review wages, increased professional services of $0.7 million, and, increased outsourcing expense of $0.3 million, partially offset by decreased amortization of $2.4 million associated with acquired intangibles that have fully amortized. As a percentage of revenue, our cost of revenues for the six months ended June 30, 2023 decreased to 49.0% as compared to 52.8% for the six months ended June 30, 2022, and was primarily due to the higher revenue combined with the decrease in amortization expense.

Gross Profit

Gross profit increased by $17.9 million, or 24.1%, to $92.1 million for the six months ended June 30, 2023 as compared to $74.2 million for the six months ended June 30, 2022. Gross profit increased primarily due to the factors noted above. As a percentage of revenue, our gross profit for the six months ended June 30, 2023 increased to 51.0% as compared to 47.2% for the six months ended June 30, 2022, and was due to the increase in revenue noted above that was greater in percentage than the comparable increase in cost of revenues.

Operating Expenses

Operating expenses decreased by $0.3 million, or 0.4%, to $69.3 million for the six months ended June 30, 2023 as compared to $69.6 million for the six months ended June 30, 2022. This decrease is primarily the result of a $0.8 million decrease in professional services, a $0.6 million decrease in marketing costs primarily associated with the optimization of our digital marketing program and a $0.6 million decrease in outsourcing, partially offset by $1.8 million increase in sales commissions and bonuses. As a percentage of revenue, our operating expenses for the six months ended June 30, 2023 decreased to 38.4% as compared to 44.3% for the six months ended June 30, 2022.

Interest Expense

Interest expense increased by $6.4 million, or 25.0%, to $32.0 million for the six months ended June 30, 2023 as compared to $25.6 million for the six months ended June 30, 2022. The increase is primarily due to an increase in the variable interest rate on borrowings under the Amended 2021 Credit Agreement, which resulted in a $5.6 million increase in expense, and an increase in the debt balance due to the quarterly accruals of Paid in Kind ("PIK") interest on the Convertible Debentures issued by the Company, which resulted in a $0.3 million increase in interest expense.

Change in Fair Value of Private Warrants

For the six months ended June 30, 2023 the Company recorded a gain to the Private Warrants liability of $0.5 million and for the six months ended June 30, 2022 the Company recorded a gain of $0.7 million.

Income Tax Provision

During the six months ended June 30, 2023 and 2022, the Company recorded an income tax provision of $0.5 million and $0.5 million, respectively, resulting in an effective tax rate of (5.7)% and (2.5)%, respectively. These effective tax rates differ from the U.S. federal statutory rate primarily due to the effects of foreign tax rate differences, U.S. state and local income taxes and the valuation allowance against our domestic deferred tax assets. The effective rate for the six months ended June 30, 2023 changed from the six months ended June 30, 2022 primarily due to a change in the allocation of our pre-tax earnings and losses among countries with differing statutory tax rates.

Net Loss

Net loss for the six months ended June 30, 2023 was ($9.2) million compared to $(20.8) million for the six months ended June 30, 2022. Net loss decreased for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 due to the factors noted above.

Liquidity and Capital Resources

Our primary cash needs are and have been to meet debt service requirements and to fund working capital and capital expenditures. We fund these requirements from cash generated by our operations, as well as funds available under our revolving credit facility discussed below. We may also seek to access the capital markets opportunistically from time-to-time depending on, among other things, financial market conditions. Although our eDiscovery solutions and information archiving services are billed on a monthly basis in arrears with amounts typically due within 30 to 45 days, the eDiscovery industry tends towards longer collectability trends. As a result, we have typically collected the majority of our eDiscovery accounts receivable within 90 to 120 days, which is consistent within the industry. With respect to our data recovery services, they are billed as the services are provided, with payments due within 30 days of billing. We typically collect our data recovery services accounts receivables within 30 to 45 days. Lastly, the majority of our data recovery software is billed monthly in advance with amounts typically due within 30 to 45 days; however, depending on the client contract, billing can occur annually, quarterly or monthly. Long outstanding receivables are not uncommon due to the nature of our Legal Technology services as litigation cases can continue for years, and in certain instances, our collections are delayed until the customer has received payment for their services in connection with a legal matter or the case has been settled. These long-outstanding invoices are a function of the industry in which we operate, rather than indicative of an inability to collect. We have experienced no material seasonality trends as it relates to collection of our accounts receivable. As of ~~March 31,~~June 30, 2023, we had ~~$26.3~~$20.9 million in cash compared to $32.6 million as of December 31, 2022. We expect to finance our operations over the next 12 months primarily through existing cash balances and cash flow from operating activities. The satisfaction of debt servicing requirements is discussed below.

Our Convertible Debentures mature in December 2024 and our ~~Initial Term Loans and Revolving~~Amended 2021 Credit ~~Loans mature~~Agreement matures on February 8, 2026, unless the Debentures are outstanding six months prior to the December 19, 2024 maturity date thereof, in which case the loans outstanding under the Amended 2021 Credit Agreement mature on June 19, 2024. The Company has historically incurred losses and in certain years cash flows have been negative. As of June 30, 2023, the Company’s cash balance was $20.9 million and the Company’s debt balance was $543.0 million, including a balance of $249.8 million under the Convertible Debentures and a balance of $293.3 million in Initial Term Loans under the Amended 2021 Credit Agreement (no amounts were outstanding under Delayed Draw Term Loans or Revolving Credit Loans). As of June 30, 2023, the Company does not anticipate repaying the Convertible Debentures solely from existing cash or future cash flows by June 19, 2024 and as such, the Amended 2021 Credit Agreement Initial Term Loans debt of $293.3 million is now included in the current portion of long-term debt in the Condensed Consolidated Balance Sheet at June 30, 2023. The Company does not have sufficient cash on hand and does not expect to generate sufficient liquidity from forecasted future cash flows to repay its current obligations, including the Initial Term Loans, at the accelerated maturity date. The Company is reviewing potential alternatives regarding the Debentures and the Initial Term Loans. The Company’s current debt structure, however, raises substantial doubt regarding the Company’s ability to continue as a going concern because such alternatives may not be achievable on favorable terms and conditions or at all. Furthermore, uncertainty concerning our ability to continue as a going concern may hinder our ability to obtain future financing. Our ability to refinance and/or replace our outstanding debt ~~securities and credit facilities~~ on acceptable terms, or at all, will depend on, among other things, our financial performance and credit ratings, general economic factors, including inflation and then-current interest rates, the condition of the credit and capital markets and other events, ~~some~~many of which ~~may be~~are beyond our control. We cannot provide any assurance that we will be able to renegotiate, refinance or repay some or all of our indebtedness and continue as a going concern.

Amended 2021 Credit Agreement

On February 8, 2021, certain subsidiaries of the Company, or the Loan Parties, entered into a new secured credit agreement, or the 2021 Credit Agreement. Proceeds were used to pay in full all outstanding loans and terminate all lending commitments under the previously outstanding 2016 credit agreement.

On March 3, 2023, the Loan Parties entered into the First Amendment to the 2021 Credit Agreement. The First Amendment to the 2021 Credit Agreement provides for the revision of the benchmark interest rate from LIBOR to the secured overnight financing rate, (“SOFR”). At March 31, 2023, all outstanding indebtedness under the Amended 2021 Credit Agreement automatically converted from a LIBOR based loan to the new SOFR based loan at the end of the then-current applicable Interest Period. Additionally, the First Amendment to the 2021 Credit Agreement provides for the addition of the Term SOFR Adjustment of 0.10%, based on the term of the applicable Interest Period, to be added to the Applicable Rate for both SOFR Loans and Base Rate Loans (capitalized terms as defined in the Amended 2021 Credit Agreement).

The Amended 2021 Credit Agreement provides for (i) ~~initial term loans~~Initial Term Loans in an aggregate principal amount of $300 million, ~~or the Initial~~(ii) Delayed Draw Term Loans ~~(ii) delayed draw term loans~~ in an aggregate principal amount of $50 million, ~~or the Delayed Draw Term Loans,~~ and (iii) ~~revolving credit loans~~Revolving Credit Loans in an aggregate principal amount of $40 million, with a letter of credit sublimit of $10 ~~million, or the Revolving Credit Loans.~~million. The Delayed Draw Term Loans were available to the Loan Parties at any time prior to February 8, 2023, subject to certain conditions. As of ~~March 31,~~June 30, 2023, there were no outstanding Delayed Draw Term ~~Loans.~~Loans and they are no longer available to the Loan Parties under the Amended 2021 Credit Agreement.

The Initial Term Loans bear, and while they were available, the Delayed Draw Term Loans bore, interest, at the Loan Parties’ option, at the rate of (x) with respect to SOFR Rate Loans, the Adjusted SOFR Rate with a 1.00% floor, plus 6.50% per annum, plus the Term SOFR Adjustment of 0.10% or (y) with respect to Base Rate Loans, the Base Rate plus 5.50% per annum, plus the Term SOFR Adjustment of 0.10%.

The Revolving Credit Loans bear interest, at our option, at the rate of (x) with respect to SOFR Rate Loans, the Adjusted SOFR Rate plus 4.00% per annum, or (y) with respect to Base Rate Loans, the Base Rate plus 3.00% per annum. The Initial Term Loans amortize at a rate of 1.00% of the aggregate principal amount of Initial Term Loans outstanding, payable in consecutive quarterly installments of $0.8 million, beginning on June 30, 2021. On ~~March 31,~~June 30, 2023, the balance due was ~~$294.0~~$293.3 million with an interest rate of ~~4.89833%~~5.24187% plus an Adjusted Term SOFR Rate of 6.60%.

The Initial Term Loans and Revolving Credit Loans are each scheduled to mature on February 8, 2026, unless the Convertible Debentures are outstanding six months prior to the December 19, 2024 maturity date thereof, in which case the Amended 2021 Credit Agreement matures on June 19, 2024. The Initial Term Loans may be voluntarily repaid at any time, but may be subject to a prepayment premium. The Initial Term Loans are required to be repaid under certain circumstances, including with Excess Cash Flow (as defined in the Amended 2021 Credit Agreement), the proceeds of an Asset Sale or Casualty Event (each as defined in the Amended 2021 Credit Agreement) and the proceeds of certain refinancing indebtedness.

The obligations under the Amended 2021 Credit Agreement are secured by substantially all of the Loan Parties’ assets. The Amended 2021 Credit Agreement contains customary affirmative and negative covenants as well as a financial maintenance covenant that requires the Loan Parties to maintain a First Lien Net Leverage Ratio (as defined in the Amended 2021 Credit Agreement) of less than or equal to 7.00 to 1.00, tested at the end of each fiscal quarter. The Company was in compliance with all Amended 2021 Credit Agreement covenants as of ~~March 31,~~June 30, 2023.

Revolving Credit Loans

The Amended 2021 Credit Agreement also provides for an unfunded revolver commitment for borrowing up to $40.0 ~~million (the “Revolving Credit Loans”).~~million. As of ~~March 31,~~June 30, 2023, there was $39.4 million available capacity for borrowing under the revolving loan commitment due to the $0.6 million of letters of credit outstanding (See Note 8 – Commitments and Contingencies).

Convertible Debentures

On December 19, 2019, the Company issued Convertible Debentures, which mature in 2024, in an aggregate principal amount of $200 million (the “Debentures” or the “Convertible Debentures”). At ~~March 31,~~June 30, 2023 and December 31, 2022, the balance due under the Convertible Debentures was ~~$247.3~~$249.8 million and $244.8 million, respectively.

The Convertible Debentures will mature on December 19, 2024 unless earlier converted, redeemed or repurchased, and bear interest at an annual rate of 4.00% in cash, payable quarterly, and 4.00% in kind, accrued quarterly, on the last business day of March, June, September and December. In addition, on each anniversary of December 19, 2019 ~~(the "Closing~~("Closing Date"), the Company will increase the principal amount of the Debentures by an amount equal to 3.00% of the original aggregate principal amount of the Debentures outstanding (subject to reduction for any principal amount repaid). The additional payment will accrue from the last payment date for the additional payment (or the Closing Date if no prior payment has been made), and will also be payable at maturity, upon conversion and upon an optional redemption.

At any time, upon notice as set forth in the Debentures, the Debentures will be redeemable at the Company’s option, in whole or in part, at a price equal to 100% of the principal amount of the Debentures redeemed, plus accrued and unpaid interest thereon.

The Debentures are convertible into shares of common stock at the option of the Debenture holders at any time and from time to time at a price of $18 per share, subject to certain adjustments. However, in the event the Company elects to redeem any Debentures, the holders have a right to purchase common stock from the Company in an amount equal to the amount redeemed at the conversion price.

The Convertible Debentures contain covenants that limit the Company’s ability to, among other things: (i) incur additional debt; (ii) create liens on assets; (iii) engage in certain transactions with affiliates; or (iv) designate the Company’s subsidiaries as unrestricted subsidiaries. The Debentures provide for customary events of default, including non-payment, failure to comply with covenants or other agreements in the Debentures and certain events of bankruptcy or insolvency. If an event of default occurs and continues, the holders of at least 25% in aggregate principal amount of the outstanding Debentures may declare the entire principal amount of all the Debentures to be due and payable immediately. As of ~~March 31,~~June 30, 2023, the Company was in compliance with all Debenture covenants.

Cash Flows

Our net cash flows from operating, investing and financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022 were as follows:

(in thousands)

Three Months Ended March 31, 2023

Three Months Ended March 31, 2022

Net cash (used in) provided by:

Operating activities

$
(3,046
)

$
(3,646
)
Investing activities

$
(2,072
)

$
(2,968
)
Financing activities

$
(1,283
)

$
(1,281
)
Effect of foreign exchange rates

$
117

$
(170
)
Net decrease in cash

$
(6,284
)

$
(8,065
)


(in thousands)	Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Net cash (used in) provided by:
Operating activities	$	(3,026	)	$	1,877
Investing activities	$	(6,106	)	$	(7,429	)
Financing activities	$	(2,772	)	$	(2,639	)
Effect of foreign exchange rates	$	170		$	(740	)
Net decrease in cash	$	(11,734	)	$	(8,931	)

Cash Flows ~~Used in~~(Used in) Provided by Operating Activities

Net cash used in operating activities was $3.0 million compared to net cash ~~used in~~provided by operating activities of ~~$3.6~~$1.9 million for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022, respectively. The ~~decrease~~increase in net cash used in operating activities of $4.9 million is primarily due to a ~~decreased net loss~~decrease in cash related to changes in operating assets, and liabilities of ~~$5.1~~$14.4 million, and a decrease in non-cash items of $2.1 million, partially offset by a decrease in net loss of $11.6 million, which includes an increase in cash ~~provided by working capital~~paid for interest of ~~$3.2 million and decreased non-cash items of $1.3~~$6.1 million. The $14.4 million decrease ~~of $3.2 million~~ in cash ~~provided by working capital~~related to changes in operating assets and liabilities is primarily due to a ~~$0.4~~$12.8 million decrease for changes in accounts receivable, a ~~$2.3~~$1.9 million decrease for changes in prepaid expenses and other assets, and $0.1 million decrease due to changes in accounts payable and accrued expenses, ~~a $0.8 million decrease in prepaid expenses and other assets,~~ partially offset by a ~~$0.3~~$0.4 million increase for changes in deferred revenue. Accounts ~~Receivable~~receivable and ~~Accounts Payable~~accounts payable fluctuate from period-to-period depending on the ~~timing of purchases and payments.~~timing.

Cash Flows Used in Investing Activities

Net cash used in investing activities was ~~$2.1~~$6.1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2023 as compared to net cash used in investing activities of ~~$3.0~~$7.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022. The decrease in cash used is due to a ~~$0.9~~$1.3 million decrease in purchases of property and equipment.

Cash Flows Used in Financing Activities

~~For both~~Net cash used in financing activities was $2.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2023 ~~and March 31, 2022,~~as compared to net cash used in financing activities ~~was $1.3~~of $2.6 million ~~related~~for the six months ended June 30, 2022. The increase in cash used is due to a $0.1 million increase in the repayments of ~~long-term debt of $0.8 million and~~ capital lease ~~obligations of $0.5 million.~~obligations.

Capital Resources and Material Cash Requirements

A summary of our capital resources and material cash requirements is presented in Part II, Item 7 of our Annual Report. Other than as described above, there were no other material changes to our capital resources and material cash requirements during the ~~three~~six months ended ~~March 31,~~June 30, 2023.

Recent Accounting Pronouncements

There were no changes to our recent accounting pronouncements from those described in our Annual Report.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with U.S. GAAP. In applying accounting principles, it is often required to use estimates. These estimates consider the facts, circumstances and information available, and may be based on subjective inputs, assumptions and information known and unknown to us. Material changes in certain of the estimates that we use could potentially affect, by a material amount, our consolidated financial position and results of operations. Although results may vary, we believe our estimates are reasonable and appropriate. There were no changes to our critical accounting policies from those described in our Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

We are subject to interest rate market risk in connection with our long-term indebtedness. Our principal interest rate exposure relates to outstanding amounts under the Amended 2021 Credit Agreement for the $300 million Initial Term Loans and the Revolving Credit Loans of up to $40 million. Interest rate changes may impact the amount of our interest payments and, therefore, our future net income and cash flows, assuming other factors are held constant. Assuming the amounts outstanding at ~~March 31,~~June 30, 2023 are fully drawn, each one-eighth percentage point increase or decrease in the applicable interest rates would correspondingly change our annualized interest expense by approximately $0.4 million. We do not currently hedge our interest rate exposure.

Exchange Rate Risk

Results of operations for our non-U.S. subsidiaries are translated from the designated functional currency to the reporting currency of the U.S. dollar. Revenues and expenses are translated at average exchange rates for each month, while assets and liabilities are translated at balance sheet date exchange rates. The resulting net translation adjustments are recorded as a component of stockholders’ equity in “Accumulated other comprehensive (loss) income” in our Condensed Consolidated Balance Sheets included elsewhere in this Quarterly Report on Form 10-Q.

included elsewhere in this Quarterly Report on Form 10-Q. Such transaction gains and losses may be realized or unrealized depending upon whether the transaction settled during the period or remains outstanding at the balance sheet date.

During the three months ended ~~March 31,~~June 30, 2023 and 2022, we generated the equivalent of ~~$12.6~~$29.1 million and ~~$14.1~~$12.1 million, respectively, of U.S. dollar-denominated revenues in non-U.S. subsidiaries. Each 100-basis point increase or decrease in the average foreign currency rate to U.S. dollar exchange rate for the ~~three month~~three-month period would have correspondingly changed our revenues by approximately ~~$0.1~~$0.3 million and $0.1 million for each of the three months ended ~~March 31,~~June 30, 2023 and 2022.

During the six months ended June 30, 2023 and 2022, we generated the equivalent of $41.8million and $26.2 million, respectively, of U.S. dollar-denominated revenues in non-U.S. subsidiaries. Each 100-basis point increase or decrease in the average foreign currency rate to U.S. dollar exchange rate for the three-month period would have correspondingly changed our revenues by approximately $0.4 million and $0.3 million for each of the six months ended June 30, 2023 and 2022.

We do not currently hedge our foreign exchange rate exposure.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act ), as of the end of the period covered by this Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of ~~March 31,~~June 30, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in this Form 10-Q was (a) reported within the time periods specified by SEC rules and regulations and (b) communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding any required disclosure.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act during the quarter ended ~~March 31,~~June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2728

Part II. Other Information

Item 1. Legal Proceedings.

In the ordinary conduct of our business, we are subject to lawsuits, arbitrations and administrative proceedings from time to time. We vigorously defend these claims; however, no assurances can be given as to the outcome of any pending legal proceedings. We believe, based on currently available information, that the outcome of any existing or known threatened proceedings, even if determined adversely, should not have a material adverse effect on our business, financial condition, liquidity or results of operations.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Part I, Item 1A under the caption “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which risks could materially and adversely affect our business, results of operations, financial condition and liquidity. ~~No material changes in the risk factors discussed in such Form 10-K has occurred.~~ Such risk factors do not identify all risks that we face because our business operations could also be affected by additional factors not presently known to us or that we currently consider to be immaterial to our operations. Our business operations could also be affected by additional factors that apply to all companies operating in the U.S. and globally. Except as set forth below, there have been no material changes to the risk factors as set forth in our 2022 Form 10-K.

Our current debt maturities raise substantial doubt about our ability to continue as a going concern, which may materially and adversely affect our business, financial condition and results of operations.

Pursuant to ASC 205, Presentation of Financial Statements, we are required to and do evaluate at each annual and interim financial statement period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to meet our obligations when they come due within one year after the issuance date of the consolidated financial statements. Based on the pending maturity of our indebtedness, we currently project that we will not have sufficient cash on hand or available liquidity to repay the Amended 2021 Credit Agreement at the accelerated maturity date in June 2024, which raises substantial doubt about our ability to continue as a going concern.

We are reviewing potential alternatives, including renegotiating the terms of the Debentures and/or the Amended 2021 Credit Agreement and identifying alternative sources of cash or additional financing. However, we may not be successful in restructuring our existing debt or identifying potential new sources of liquidity. Whether we will be able to successfully complete any such refinancing will depend on market conditions, the negotiations with those lenders and the Debenture holders, and our financial performance. Further, to the extent we are able to obtain new financing, this financing may lead to increased costs, increased interest rates, additional and more restrictive financial covenants and other lender protections. See Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 1, Liquidity and Going Concern Evaluation in our condensed consolidated financial statements.

We cannot provide any assurance that we will be able to renegotiate, refinance or repay our indebtedness and continue as a going concern. If we are unable restructure or refinance our indebtedness, we may not be able to continue to operate our business pursuant to our current business plan, which could require us to modify our operations to reduce spending by, among other things, delaying, scaling back or eliminating some or all of our ongoing or planned investments in corporate infrastructure, business development, sales and marketing, product development and other activities, selling certain business lines or assets, or we may be forced to discontinue our operations entirely and/or liquidate our assets, in which case it is likely that equity investors may suffer the loss of all or a substantial portion of their investment. The substantial doubt about our ability to continue as a going concern may also affect the price of our common stock and our credit rating, negatively impact relationships with third parties with whom we do business or seek to do business, including clients, vendors, lenders and employees, prevent us from identifying, hiring or retaining the key personnel that may be necessary to operate and grow our business and limit our ability to raise additional capital. Any of the foregoing factors could adversely affect our business, financial condition and results of operations.

See “Our substantial levels of indebtedness, a significant portion of which could mature as early as June 2024, could adversely affect our business” and “The terms and covenants in our existing indebtedness restricts our ability to engage in some business and financial transactions, which could adversely affect our business” in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of the risks related to our substantial indebtedness and our ability to renegotiate or refinance our indebtedness.

Item 6. Exhibits.

Exhibits

2829

Exhibit Index


Exhibit Number		Description
3.1		Second Amended and Restated Certificate of Incorporation of KLDiscovery Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed December 26, 2019).
3.2		Amended and Restated Bylaws of KLDiscovery Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed December 26, 2019).
~~10.1#~~10.1*#		~~Fifth~~Software License Agreement dated as of June 1, 2023 by and between KLDiscovery Ontrack, LLC and Relativity ODA LLC
10.2*#		Eighth Amendment to the Software License Agreement dated as of ~~January~~July 1, 2023 by and between KLDiscovery Ontrack, LLC (successor-in-interest to LDiscovery LLC) and Relativity ODA ~~LLC (incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K filed March 16, 2023).~~LLC.
~~10.2#~~		Sixth Amendment to the Software License Agreement dated as of January 5, 2023 by and between KLDiscovery Ontrack, LLC (successor-in-interest to LDiscovery LLC) and Relativity ODA LLC (incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K filed March 16, 2023).
~~10.3#~~		Seventh Amendment to the Software License Agreement dated as of February 28, 2023 by and between KLDiscovery Ontrack, LLC (successor-in-interest to LDiscovery LLC) and Relativity ODA LLC (incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K filed March 16, 2023).
~~10.4#~~		First Amendment to Credit Agreement, dated as of March 3, 2023, by and among KLDiscovery Holdings, Inc (f/k/a LD Lower Holdings Inc.), LD Topco Inc, and other guarantors party thereto, the Lenders party thereto, Ally Bank as a lender and L/C Issuer, and Wilmington Trust National Association, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K filed March 16, 2023).
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

* Filed herewith.

** Furnished herewith.

# Certain information contained in this agreement has been omitted in reliance on Item 601(b)(10)(iv) because the omitted ~~material~~information is both (1) private or confidential and (2) not material.

2930

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		KLDiscovery Inc.

		By:	/s/ Christopher J. Weiler
			Christopher J. Weiler
			Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer)

Date: ~~May 11,~~August 10, 2023

3031


Delaware	61-1898603
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
9023 Columbine Road Eden Prairie, MN	55347
(Address of Principal Executive Offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A


	March 31, 2023			December 31, 2022			June 30, 2023			December 31, 2022
	(unaudited)						(unaudited)
Current assets
Cash and cash equivalents	$	26,345		$	32,629		$	20,895		$	32,629
Accounts receivable, net of allowance
for doubtful accounts of $4,247 and $5,403, respectively		102,289			95,727
for doubtful accounts of $3,339 and $5,403, respectively								107,815			95,727
Prepaid expenses		16,911			10,726			15,286			10,726
Other current assets		1,271			1,175			1,345			1,175
Total current assets		146,816			140,257			145,341			140,257
Property and equipment
Computer software and hardware		75,035			71,720			75,493			71,720
Leasehold improvements		25,293			25,869			25,741			25,869
Furniture, fixtures and other equipment		2,244			2,209
Furniture, fixtures, and other equipment								2,274			2,209
Accumulated depreciation		(82,184	)		(79,958	)		(84,724	)		(79,958	)
Property and equipment, net		20,388			19,840			18,784			19,840
Operating lease right of use assets, net		10,657			12,412			11,531			12,412
Intangible assets, net		45,122			46,862			43,488			46,862
Goodwill		391,537			391,114			391,091			391,114
Other assets		8,963			8,957			8,931			8,957
Total assets	$	623,483		$	619,442		$	619,166		$	619,442
Current liabilities
Current portion of long-term debt, net	$	3,000		$	3,000		$	289,491		$	3,000
Accounts payable and accrued expense		32,333			25,009			29,789			25,009
Operating lease liabilities		6,730			7,850			6,966			7,850
Deferred revenue		3,577			4,536			3,036			4,536
Total current liabilities		45,640			40,395			329,282			40,395
Long-term debt, net		527,447			524,529			243,936			524,529
Deferred tax liabilities		7,910			7,793			7,885			7,793
Long term operating lease liabilities		8,946			10,340			9,405			10,340
Other liabilities		2,655			2,694			1,737			2,694
Total liabilities		592,598			585,751			592,245			585,751
Commitments and contingencies
Stockholders' equity
Common stock
$0.0001 par value, 200,000,000 shares authorized, 42,936,803 and 42,920,136 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		4			4
$0.0001 par value, 200,000,000 shares authorized, 43,086,267 and 42,920,136 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively								4			4
Preferred Stock
$0.0001 par value, 1,000,000 shares authorized, zero issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		—			—
$0.0001 par value, 1,000,000 shares authorized, zero issued and outstanding as of June 30, 2023 and December 31, 2022, respectively								—			—
Additional paid-in capital		392,854			391,977			393,747			391,977
Accumulated deficit		(363,649	)		(359,141	)		(368,329	)		(359,141	)
Accumulated other comprehensive income		1,676			851			1,499			851
Total stockholders' equity		30,885			33,691			26,921			33,691
Total liabilities and stockholders' equity	$	623,483		$	619,442		$	619,166		$	619,442


	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022			Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022

Revenues	$	90,659		$	81,898		$	90,007		$	75,191		$	180,666		$	157,089
Cost of revenues		43,587			43,272			44,995			39,626			88,582			82,898
Gross profit		47,072			38,626			45,012			35,565			92,084			74,191
Operating expenses
General and administrative		17,301			16,525			14,599			15,410			31,900			31,935
Research and development		3,200			3,068			3,257			3,638			6,457			6,706
Sales and marketing		10,391			10,844			10,856			10,309			21,247			21,153
Depreciation and amortization		4,813			4,914			4,926			4,891			9,739			9,805
Total operating expenses		35,705			35,351			33,638			34,248			69,343			69,599
Income from operations		11,367			3,275			11,374			1,317			22,741			4,592
Other expenses
Other expense								(3	)		(14	)		(2	)		(14	)
Change in fair value of Private Warrants		(191	)		(191	)		(317	)		(495	)		(508	)		(686	)
Interest expense		15,771			12,691			16,192			12,876			31,962			25,567
Loss before income taxes		(4,213	)		(9,225	)		(4,498	)		(11,050	)		(8,711	)		(20,275	)
Income tax provision		295			355			182			162			477			517
Net loss	$	(4,508	)	$	(9,580	)	$	(4,680	)	$	(11,212	)	$	(9,188	)	$	(20,792	)
Other comprehensive income (loss), net of tax
Foreign currency translation		825			(2,140	)		(177	)		(5,683	)		648			(7,823	)
Total other comprehensive income (loss), net of tax		825			(2,140	)
Total other comprehensive (loss) income, net of tax								(177	)		(5,683	)		648			(7,823	)
Comprehensive loss	$	(3,683	)	$	(11,720	)	$	(4,857	)	$	(16,895	)	$	(8,540	)	$	(28,615	)
Net loss per share - basic and diluted	$	(0.11	)	$	(0.22	)	$	(0.11	)	$	(0.26	)	$	(0.21	)	$	(0.49	)
Weighted average shares outstanding - basic and diluted		42,920,321			42,686,216			42,959,827			42,717,097			42,931,711			42,709,200


	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Operating activities
Net loss	$	(4,508	)	$	(9,580	)	$	(9,188	)	$	(20,792	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		6,610			7,850			13,374			15,681
Paid in kind interest		5,156			4,860			10,416			9,817
Stock-based compensation		833			1,062			1,709			2,360
Provision for losses on accounts receivable		797			827			1,571			1,240
Deferred income taxes		118			185			98			337
Change in fair value of contingent consideration		—			9			—			18
Change in fair value of Private Warrants		(191	)		(191	)		(508	)		(686	)
Changes in operating assets and liabilities:
Accounts receivable		(7,186	)		(6,822	)		(13,374	)		(579	)
Prepaid expenses and other assets		(7,018	)		(6,190	)		(6,189	)		(4,334	)
Accounts payable and accrued expenses		3,318			5,631			593			697
Deferred revenue		(975	)		(1,287	)		(1,528	)		(1,882	)
Net cash used in operating activities		(3,046	)		(3,646	)
Net cash (used in) provided by operating activities								(3,026	)		1,877
Investing activities
Purchases of property and equipment		(2,072	)		(2,968	)		(6,106	)		(7,429	)
Net cash used in investing activities		(2,072	)		(2,968	)		(6,106	)		(7,429	)
Financing activities
Payments for capital lease obligations		(533	)		(531	)		(1,272	)		(1,139	)
Payments on long-term debt		(750	)		(750	)		(1,500	)		(1,500	)
Net cash used in by financing activities		(1,283	)		(1,281	)		(2,772	)		(2,639	)
Effect of foreign exchange rates		117			(170	)		170			(740	)
Net decrease in cash		(6,284	)		(8,065	)		(11,734	)		(8,931	)
Cash at beginning of period		32,629			46,468
Cash at end of period	$	26,345		$	38,403
Cash and cash equivalents at beginning of period								32,629			46,468
Cash and cash equivalents at end of period							$	20,895		$	37,537
Supplemental disclosure:
Cash paid for interest	$	10,842		$	7,876		$	21,912		$	15,854
Net income taxes paid	$	263		$	60		$	536		$	302
Significant noncash investing and financing activities
Purchases of property and equipment in accounts payable and accrued expenses on the condensed consolidated balance sheets	$	751		$	1		$	212		$	51


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☒

Emerging growth company	☒


		Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Condensed Consolidated Balance Sheets		1
Condensed Consolidated Statements of Comprehensive Loss		2
Condensed Consolidated Statements of Changes in Stockholders’ Equity		3
Condensed Consolidated Statements of Cash Flows		4
Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		2628
Item 4. Controls and Procedures		2728
Part II. Other Information		2829
Item 1. Legal Proceedings		2829
Item 1A. Risk Factors		2829
Item 6. Exhibits		2829
Signatures		3031


	Common Stock Issued				Additional paid-in		Accumulated			Accumulated other comprehensive					Common Stock Issued				Additional paid-in		Accumulated			Accumulated other comprehensive
	Shares		Amount		capital		deficit			(loss) income		Total			Shares		Amount		capital		deficit			(loss) income			Total
Balance as of December 31, 2022		42,920,136	$	4	$	391,977	$	(359,141	)	$	851	$	33,691			42,920,136	$	4	$	391,977	$	(359,141	)	$	851		$	33,691
Share-based compensation		—		—		877		—			—		877			—		—		877		—			—			877
Stock issued in exchange for vested units		16,667		—		—		—			—		—			16,667		—		—		—			—			—
Cumulative translation adjustment		—		—		—		—			825		825			—		—		—		—			825			825
Net loss		—		—		—		(4,508	)		—		(4,508	)		—		—		—		(4,508	)		—			(4,508	)
Balance as of March 31, 2023		42,936,803	$	4	$	392,854	$	(363,649	)	$	1,676	$	30,885			42,936,803	$	4	$	392,854	$	(363,649	)	$	1,676		$	30,885
Share-based compensation																—		—		893		—			—			893
Stock issued in exchanges for vested units																149,464		—		—		—			—			—
Foreign exchange translation																—		—		—		—			(177	)		(177	)
Net loss																—		—		—		(4,680	)		—			(4,680	)
Balance as of June 30, 2023																43,086,267	$	4	$	393,747	$	(368,329	)	$	1,499		$	26,921


	Finance Leases			Operating Leases			Finance Leases			Operating Leases
Remainder of 2023	$	1,686		$	5,877		$	1,058		$	4,330
2024		164			6,149			164			7,197
2025		—			3,170			—			4,107
2026		—			1,508			—			2,168
2027		—			361			—			459
Thereafter		—			293			—			343
Total undiscounted lease payments	$	1,850		$	17,357		$	1,222		$	18,604
Less: Interest		(57	)		(1,681	)		(28	)		(2,233	)
Present value of lease liabilities	$	1,793		$	15,676		$	1,194		$	16,371


	Twelve Months Ended March 31,
	2023	2022
Legal Technology net revenue retention	95%	109%