Zeta Global Holdings Corp

Previous wording

Scaled customers increased 10% to 468 as of June 30, 2024 compared to 425 as of June 30, 2023, primarily due to higher usage of platform among our customers and addition to our new scaled customer base. Of our scaled customers, 144 and 118 were super-scaled customers as of June 30, 2024 and June 30, 2023, respectively.

Current wording

Scaled customers increased 8% to 475 as of September 30, 2024 compared to 440 as of September 30, 2023, primarily due to higher usage of platform among our customers and new additions to our scaled customer base. Of our scaled customers, 144 and 124 were super-scaled customers as of September 30, 2024 and September 30, 2023, respectively.

Previous wording

Scaled customer ARPU increased 22% to $479,015 for the three months ended June 30, 2024 compared to $391,740 for the three months ended June 30, 2023, primarily due to higher usage of our platform among scaled customers. ARPU for our super-scaled customers increased 18% to $1.3 million (across 144 customers) for the three months ended June 30, 2024 compared to $1.1 million (across 118 customers) for the three months ended June 30, 2023.

Current wording

Scaled customer ARPU increased 33% to $557,231 for the three months ended September 30, 2024 compared to $418,373 for the three months ended September 30, 2023, primarily due to higher usage of our platform among scaled customers.

Previous wording

Our revenue primarily arises from use of our technology platform via subscription fees, volume-based utilization fees and fees for professional services. Our platform revenue is comprised of a mix of direct platform revenue and integrated platform revenue, which leverages API integrations with third parties. For the six months ended June 30, 2024 and 2023, we derived 67% and 73% of our revenues from direct platforms, respectively, and 33% and 27% of our revenues from integrated platforms, respectively. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and other taxes collected by us are excluded from revenue. Our revenue recognition policies are discussed in more detail below under “Critical Accounting Policies and Estimates.”

Current wording

Our revenue primarily arises from use of our technology platform via subscription fees, volume-based utilization fees and fees for professional services. Our platform revenue is comprised of a mix of direct platform revenue and integrated platform revenue, which leverages API integrations with third parties. For the nine months ended September 30, 2024 and 2023, we derived 68% and 72% of our revenues from direct platforms, respectively, and 32% and 28% of our revenues from integrated platforms, respectively. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and other taxes collected by us are excluded from revenue. Our revenue recognition policies are discussed in more detail below under “Critical Accounting Estimates.”

Previous wording

Acquisition-related expenses primarily consist of legal fees associated with certain business combinations. We expect that acquisition-related expenses will be correlated with future acquisitions (if any), which could be greater than or less than our historic levels.

Current wording

Acquisition-related expenses primarily consist of legal and professional services fees and employee related expenses that are associated with business combinations. We expect that acquisition-related expenses will be correlated with future acquisitions (if any), which could be greater than or less than our historic levels.

Previous wording

Restructuring expenses primarily consist of employee termination costs due to internal restructuring. We expect that restructuring expenses will be correlated with future restructuring activities (if any), which could be greater than or less than our historic levels. During the six months ended June 30, 2023, we recognized $2.8 million of restructuring expenses. We did not have any such restructuring expenses during the six months ended June 30, 2024.

Current wording

Restructuring expenses primarily consist of employee termination costs due to internal restructuring. We expect that restructuring expenses will be correlated with future restructuring activities (if any), which could be greater than or less than our historic levels. During the nine months ended September 30, 2023, we recognized $2.8 million of restructuring expenses. We did not have any such restructuring expenses during the nine months ended September 30, 2024.

Previous wording

Other expenses primarily consist of changes in fair value of acquisition-related liabilities, gains and losses on sale of assets and foreign exchange gains and losses. We expect that the magnitude of other income and expenses will depend on external factors such as foreign exchange rate and the remeasurement impact of acquisition-related liabilities, which depends on the performance of our acquisitions and could be greater than or less than our historic levels.

Current wording

Other expenses primarily consist of changes in fair value of acquisition-related liabilities, gains and losses on sale of assets and foreign exchange gains and losses. We expect that the magnitude of other income and expenses will depend on external factors such as foreign exchange rates and the remeasurement impact of acquisition-related liabilities, which depends on the performance of our acquisitions, and could be greater than or less than our historic levels.

Previous wording

The Company’s income tax provision / (benefit) consists of federal, foreign, and state taxes necessary to align the Company’s year-to-date tax provision with the annual effective rate that it expects to achieve for the full year. At each interim period, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary.

Current wording

The Company’s income tax provision consists of federal, foreign, and state taxes necessary to align the Company’s year-to-date tax provision with the annual effective rate that it expects to achieve for the full year. At each interim period, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary.

Previous wording

We operate as a single reportable segment to reflect the way our Chief Operating Decision Officer (“CODM”) reviews and assesses the performance of the business. The Company’s CODM is the Chief Executive Officer.

Current wording

We operate as a single reportable segment to reflect the way our Chief Operating Decision Maker (“CODM”) reviews and assesses the performance of the business. The Company’s CODM is the Chief Executive Officer.

Previous wording

Revenues increased by $56.0 million, or 32.6%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. The increase in revenues is attributable to incremental revenues of $18.4 million from existing customers and $37.6 million from new customers.

Current wording

Revenues increased by $79.3 million, or 42%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. The increase in revenues is attributable to incremental revenues of $16.6 million from existing customers and $62.7 million from new customers.

Previous wording

General and administrative expenses increased by $0.4 million, or 0.9%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. This increase was primarily driven by higher computer and telecom related expenses of $3.8 million and employee related costs of $0.9 million, which was partially offset by lower stock-based compensation of $4.1 million.

Current wording

General and administrative expenses decreased by $0.2 million, or 0.4%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. This decrease was primarily driven by lower stock-based compensation of $6.5 million and professional services fees of $1.2 million, which were partially offset by higher computer and telecom related expenses of $5.1 million and other employee related costs of $2.5 million.

Previous wording

Selling and marketing expenses increased by $3.1 million, or 4.3%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. This increase was primarily driven by higher employee-related costs of $4.7 million, other sales and marketing-related expenses of $2.1 million, which was partially offset by lower stock-based compensation of $3.7 million.

Current wording

Selling and marketing expenses increased by $13.9 million, or 19.6%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. This increase was primarily driven by higher employee-related costs of $9.2 million and other sales and marketing-related expenses of $4.5 million.

Previous wording

Research and development expenses increased by $6.3 million, or 36.2%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. This increase was primarily driven by an increase in employee related costs of $3.2 million, higher stock-based compensation of $2.5 million and consulting fees of $0.5 million.

Current wording

Research and development expenses increased by $4.7 million, or 26.3%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. This increase was primarily driven by an increase in employee related costs of $3.5 million, higher stock-based compensation of $0.5 million and higher consulting fees of $0.7 million.

Previous wording

Interest expense decreased by $0.2 million, or 8.5%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to higher interest income earned on our money market accounts and short term deposits.

Current wording

Interest expense decreased by $0.9 million, or 32.8%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to higher interest income earned on our money market accounts and short-term deposits.

Previous wording

Other (income) / expenses decreased by $4.4 million, or 155.1%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. This decrease was primarily driven by a decrease in the fair value of acquisition-related liabilities recorded during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023.

Current wording

Other expenses increased by $0.4 million, or 17%, for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. This increase was primarily driven by an increase in the fair value of acquisition-related liabilities recorded during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.

Previous wording

For the three months ended June 30, 2024 and 2023, the Company recorded an income tax provision of $0.5 million and $0.3 million, respectively, yielding an effective tax rate of negative 1.8% and 0.6%, respectively. The effective tax rate for both interim periods was different than the U.S. statutory rate primarily related to limited tax benefit being recorded for U.S. operating losses as the Company maintains a full valuation allowance against its U.S. deferred tax assets.

Current wording

For the three months ended September 30, 2024 and 2023, the Company recorded an income tax provision of $0.2 million and $0.6 million, respectively, yielding an effective tax rate of negative 1.2% and negative 1.4%, respectively. The effective tax rate for both interim periods was different than the U.S. statutory rate primarily related to limited tax benefit being recorded for U.S. operating losses as the Company maintains a full valuation allowance against its U.S. deferred tax assets.

Previous wording

Revenues increased by $93.4 million, or 28.3%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. The increase in revenues is attributable to incremental revenues of $39.9 million from existing customers and $53.5 million from new customers.

Current wording

Revenues increased by $172.7 million, or 33.3%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. The increase in revenues is attributable to incremental revenues of $85.3 million from existing customers and $87.4 million from new customers.

Previous wording

General and administrative expenses decreased by $3.4 million, or 3.2%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. This decrease was primarily driven by lower stock-based compensation of $9.4 million and professional services fees of $4.0 million, which was partially offset by higher computer and telecom related expenses of $6.1 million, employee related costs of $1.5 million and other general and administrative expenses of $2.5 million.

Current wording

General and administrative expenses decreased by $3.6 million, or 2.3%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. This decrease was primarily driven by lower stock-based compensation of $15.9 million and professional services fees of $6.0 million, which were partially offset by higher computer and telecom related expenses of $12.1 million, employee related costs of $3.7 million and other general and administrative expenses of $2.5 million.

Previous wording

Selling and marketing expenses increased by $2.0 million, or 1.4%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. This increase was primarily driven by higher employee-related costs of $10.0 million and other sales and marketing-related expenses of $2.1 million, which was partially offset by lower stock-based compensation of $10.2 million.

Current wording

Selling and marketing expenses increased by $15.9 million, or 7.3%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. This increase was primarily driven by higher employee-related costs of $20.4 million and other sales and marketing-related expenses of $10.2 million, which were partially offset by lower stock-based compensation of $14.5 million.

Previous wording

Research and development expenses increased by $7.7 million, or 21.6%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. This increase was primarily driven by an increase in employee related costs of $4.0 million, higher stock-based compensation of $3.1 million and consulting fees of $0.6 million.

Current wording

Research and development expenses increased by $12.5 million, or 23.1%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. This increase was primarily driven by an increase in employee related costs of $7.5 million, higher stock-based compensation of $3.6 million and higher consulting fees of $1.2 million.

Previous wording

Depreciation and amortization increased by $0.4 million, or 2.9%, for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. This increase was primarily driven by higher amortization expense related to intangible assets.

Current wording

Depreciation and amortization increased by $1.6 million, or 4.4%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. This increase was primarily driven by higher amortization expense related to intangible assets.

Previous wording

We did not have any restructuring expenses during the three months ended June 30, 2024. However we recorded restructuring expenses of $2.8 million during the three months ended June 30, 2023 related to employee termination costs due to internal restructuring.

Current wording

We did not have any restructuring expenses during the nine months ended September 30, 2024. However, we recorded restructuring expenses of $2.8 million during the nine months ended September 30, 2023 related to employee termination costs due to internal restructuring.

Previous wording

Interest expense decreased by $0.1 million, or 1.1%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to higher interest income earned on our money market accounts and short term deposits.

Current wording

Interest expense decreased by $1.0 million, or 12.4%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to higher interest income earned on our money market accounts and short-term deposits.

Previous wording

Other (income) / expenses decreased by $5.6 million, or 119.0%, for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. This decrease was primarily driven by a decrease in the fair value of acquisition-related liabilities recorded during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.

Current wording

Other expenses decreased by $5.2 million, or 72.6%, for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. This decrease was primarily driven by a decrease in the fair value change of acquisition-related liabilities recorded during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.

Previous wording

For the six months ended June 30, 2024 and 2023, the Company recorded an income tax provision of $0.9 million and $0.5 million, respectively, yielding an effective tax rate of negative 1.3% and 0.5%, respectively. The effective tax rate for both interim periods was different than the U.S. statutory rate primarily related to limited tax benefit being recorded for U.S. operating losses as the Company maintains a full valuation allowance against its U.S. deferred tax assets.

Current wording

For both nine months ended September 30, 2024 and 2023, the Company recorded an income tax provision of $1.1 million, yielding an effective tax rate of negative 1.3% and negative 0.7%, respectively. The effective tax rate for both interim periods was different than the U.S. statutory rate primarily related to limited tax benefit being recorded for U.S. operating losses as the Company maintains a full valuation allowance against its U.S. deferred tax assets.

Previous wording

Adjusted EBITDA is a non-GAAP financial measure defined as net loss adjusted for interest expense, depreciation and amortization, stock-based compensation, income tax (benefit) / provision, acquisition-related expenses, restructuring expenses, change in fair value of warrants and derivative liabilities, certain dispute settlement expenses, gain on extinguishment of debt, certain non-recurring IPO related expenses, including the payroll taxes related to vesting of restricted stock and restricted stock units upon the completion of our IPO, and other (income)/expenses. Acquisition-related expenses primarily consist of legal fees associated with certain business combinations and restructuring expenses are severance and other employee-related costs which we do not expect to incur in the future, which may distort the comparability of the results of operations. Change in fair value of warrants and derivative liabilities is a non-cash expense related to periodically recording “mark-to-market” changes in the valuation of derivatives and warrants. Other (income) / expenses consists of non-cash expenses such as changes in fair value of acquisition-related liabilities, gains and losses on sales of assets and foreign exchange gains and losses. In particular, we believe that the exclusion of stock-based compensation, certain dispute settlement expenses and non-recurring IPO related expenses that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs. Adjusted EBITDA margin is a non-GAAP metric defined as adjusted EBITDA divided by the total revenues for the same period. Adjusted EBITDA and adjusted EBITDA margin provide us with a useful measure for period-to-period comparisons of our business as well as comparison to our peers. Our use of adjusted EBITDA and adjusted EBITDA margin has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our financial results as reported under GAAP. Because of these and other limitations, you should consider our non-GAAP measures only as supplemental to other GAAP-based financial performance measures, including revenues and net loss.

Current wording

Adjusted EBITDA: is a non-GAAP financial measure defined as net loss adjusted for interest expense, depreciation and amortization, stock-based compensation, income tax (benefit) / provision, acquisition related expenses, restructuring expenses, change in fair value of warrants and derivative liabilities, certain dispute settlement expenses, gain on extinguishment of debt, certain non-recurring capital raise related (including IPO) expenses, including the payroll taxes related to vesting of restricted stock and restricted stock units upon the completion of the IPO, and other expenses. Acquisition related expenses and restructuring expenses primarily consist of professional services fees, severance and other employee-related costs, which may vary from period to period depending on the timing of our acquisitions and restructuring activities and may distort the comparability of the results of operations. Change in fair value of warrants and derivative liabilities is a non-cash expense related to periodically recording “mark-to-market” changes in the valuation of derivatives and warrants. Other expenses consist of non-cash expenses such as changes in fair value of acquisition related liabilities, gains and losses on extinguishment of acquisition related liabilities, gains and losses on sales of assets and foreign exchange gains and losses. In particular, we believe that the exclusion of stock-based compensation, certain dispute settlement expenses and non-recurring capital raise related (including IPO) expenses that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs. We exclude these charges because these expenses are not reflective of ongoing business and operating results. Adjusted EBITDA margin is a non-GAAP metric defined as adjusted EBITDA divided by the total revenues for the same period. Adjusted EBITDA and adjusted EBITDA margin provide us with a useful measure for period-to-period comparisons of our business as well as comparison to our peers. Our use of adjusted EBITDA and adjusted EBITDA margin has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our financial results as reported under GAAP. Because of these and other limitations, you should consider our non-GAAP measures only as supplemental to other GAAP-based financial performance measures, including revenues and net loss.

Previous wording

We have financed our operations and capital expenditures primarily through utilization of cash generated from operations, as well as borrowings under our credit facilities. As of June 30, 2024, we had cash and cash equivalents of $154.7 million and net working capital, consisting of current assets less current liabilities of $171.6 million. As of June 30, 2024, we had an accumulated deficit of $1,026.2 million.

Current wording

As of September 30, 2024, we had cash and cash equivalents of $418.5 million and net working capital, consisting of current assets less current liabilities of $443.0 million. As of September 30, 2024, we had an accumulated deficit of $1,043.5 million.

Previous wording

We believe our existing cash and anticipated net cash provided by operating activities, together with available borrowings under our credit facility, will be sufficient to meet our working capital requirements for at least the next 12 months and thereafter for the foreseeable future. However, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under "Risk Factors" in our 2023 Annual Report. In the future, we may attempt to raise additional capital through sales of equity securities or through equity-linked or debt financing arrangements. Any future indebtedness we incur may result in terms that could be unfavorable to our equity investors. We cannot guarantee that we will be able to raise additional capital in the future on favorable terms, or at all. Any inability to raise capital could adversely affect our ability to achieve our business objectives.

Current wording

We believe our existing cash and anticipated net cash provided by operating activities, together with available borrowings under our Revolving Facility (as defined below), will be sufficient to meet our working capital requirements for at least the next 12 months and thereafter for the foreseeable future. However, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under "Risk Factors" in our 2023 Annual Report. In the future, we may attempt to raise additional capital through sales of equity securities or through equity-linked or debt financing arrangements. Any future indebtedness we incur may result in terms that could be unfavorable to our equity investors. We cannot guarantee that we will be able to raise additional capital in the future on favorable terms, or at all. Any inability to raise capital could adversely affect our ability to achieve our business objectives.

Previous wording

For the six months ended June 30, 2024, net cash provided by operating activities of $55.8 million resulted primarily from adjusted non-cash items of $130.6 million, more than offsetting our net loss of $67.6 million. Non-cash items include stock-based compensation of $104.8 million, depreciation and amortization of $26.7 million and a change in fair value of acquisition related liabilities of $1.3 million. Changes in working capital were primarily driven by decreases in accounts payable of $15.4 million, increases in accounts receivable of $13.1 million and prepaid expenses of $2.4 million, partially offset by a decrease in accrued expenses and other current liabilities of $24.3 million.

Current wording

For the nine months ended September 30, 2024, net cash provided by operating activities of $90.2 million resulted primarily from adjusted non-cash items of $192.6 million, more than offsetting our net loss of $85.0 million. Non-cash items include stock-based compensation of $152.0 million, depreciation and amortization of $39.3 million and a change in fair value of acquisition-related liabilities of $1.4 million. Changes in working capital were primarily driven by decreases in accounts payable of $4.0 million, increases in accounts receivable of $34.5 million and prepaid expenses of $3.4 million, partially offset by a decrease in accrued expenses and other current liabilities of $25.2 million.

Previous wording

For the six months ended June 30, 2023, net cash provided by operating activities of $40.7 million resulted primarily from adjusted non-cash items of $151.7 million, an amount in excess of our net loss of $109.1 million. Non-cash items include stock-based compensation of $122.1 million, depreciation and amortization of $24.4 million, and a change in fair value of acquisition-related liabilities of $4.3 million. Changes in working capital were primarily driven by an increase in accounts receivable of $15.2 million, other assets of $0.7 million and a decrease in accrued expenses and other current liabilities of $8.9 million, partially offset by an increase in accounts payable of $20.1 million, deferred revenue of $1.0 million and a decrease in prepaid expenses of $1.9 million.

Current wording

For the nine months ended September 30, 2023, net cash provided by operating activities of $63.6 million resulted primarily from adjusted noncash items of $225.2 million, an amount in excess of our net loss of $152.2 million. Non-cash items include stock-based compensation of $179.7 million, depreciation and amortization of $37.7 million, and a change in fair value of acquisition-related liabilities of $6.7 million. Changes in working capital were primarily driven by an increase in accounts receivable of $33.3 million, other assets of $0.6 million and a decrease in deferred revenue of $0.3 million, partially offset by an increase in accounts payable of $22.6 million, accrued expenses and other current liabilities of $1.2 million and a decrease in prepaid expenses of $0.9 million.

Previous wording

For the six months ended June 30, 2024, we used $20.8 million of cash in investing activities, primarily consisting of capital expenditures of $12.6 million (including a $10.6 million investment in data and partnership agreements) and website and software development costs of $8.2 million.

Current wording

For the nine months ended September 30, 2024, we used $29.6 million of cash in investing activities, primarily consisting of capital expenditures of $17.5 million (including a $14.0 million investment in data and partnership agreements) and website and software development costs of $12.1 million.

Previous wording

For the six months ended June 30, 2023, we used $36.1 million of cash in investing activities, primarily consisting of capital expenditures of $9.0 million (including a $7.4 million investment in data and partnership agreements), acquisitions and other investments, net of cash acquired of $18.2 million and website and software development costs of $8.9 million.

Current wording

For the nine months ended September 30, 2023, we used $45.5 million of cash in investing activities, primarily consisting of capital expenditures of $14.9 million (including a $11.7 million investment in data and partnership agreements), acquisitions and other investments, net of cash acquired of $18.3 million and website and software development costs of $12.3 million.

Previous wording

For the six months ended June 30, 2024, we used $11.9 million of cash in financing activities, primarily due to the repurchase of $8.4 million of common stock under our share repurchase and withholding program and payment of acquisition related liabilities of $7.0 million, partially offset by receipt from the ESPP and exercise of options of $3.4 million.

Current wording

For the nine months ended September 30, 2023, we used $18.4 million of cash in financing activities, primarily due to the repurchase of $11.5 million of our common stock under our share repurchase and withholdings program and payment of acquisition-related liabilities of $8.7 million, partially offset by $1.6 million paid by certain employees under the ESPP.

Previous wording

As of June 30, 2024, we have $185.0 million (net of $0.6 million of unamortized debt acquisition costs) of outstanding long-term borrowings.

Current wording

On August 30, 2024, we refinanced and replaced the Existing Senior Secured Credit Facility by entering into a new credit agreement (the “Credit Agreement”) with a syndicate of financial institutions and institutional lenders, providing for a five-year $550 million senior secured credit facility (the “Senior Secured Credit Facility”), which consists of (i) a senior secured term A loan in an aggregate principal amount of $200 million (the “Term Loan”) and (ii) a $350 million senior secured revolving credit facility (the “Revolving Facility”). Concurrently with entering into the Credit Agreement, we drew down the $200 million Term Loan and repaid all outstanding obligations in the amount of $185 million under the Existing Senior Secured Credit Facility and terminated all commitments thereunder. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly. We are required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on August 30, 2029. As of September 30, 2024, we have $200 million (net of $3.9 million of unamortized debt acquisition costs) of outstanding long-term borrowings.

Previous wording

In August 2022, the Company's Board of Directors authorized a share repurchase and withholding program (the “2022 SRP”) authorizing the repurchase up to $50 million of our outstanding Class A common stock through December 31, 2024 and authorizing withholding as an alternative to market sales by executives to satisfy tax withholding requirements upon vesting of restricted stock awards (“RSAs”). As such, we may use corporate cash to make required tax payments associated with the vesting of certain executive RSAs and withhold a corresponding number of shares from such executives. The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital. Repurchases and withholdings during any given fiscal period under the 2022 SRP will reduce the number of weighted-average common shares outstanding for the period. Repurchases and withholdings during any given fiscal period under the 2022 SRP will reduce the number of weighted-average common shares outstanding for the period. Refer to Part II, Item 2 for details of repurchases made under the 2022 SRP during the three month ended June 30, 2024.

Current wording

In August 2022, the Company's Board of Directors authorized a share repurchase and withholding program (the “2022 SRP”) authorizing the repurchase of up to $50 million of our outstanding Class A common stock through December 31, 2024 and authorizing withholding as an alternative to market sales by executives to satisfy tax withholding requirements upon vesting of restricted stock awards (“RSAs”). As such, we may use corporate cash to make required tax payments associated with the vesting of certain executive RSAs and withhold a corresponding number of shares from such executives. The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital. Repurchases and withholdings during any given fiscal period under the 2022 SRP will reduce the number of weighted-average common shares outstanding for the period. Repurchases and withholdings during any given fiscal period under the 2022 SRP will reduce the number of weighted-average common shares outstanding for the period. Refer to Part II, Item 2 for details of repurchases made under the 2022 SRP during the three month ended September 30, 2024.

Previous wording

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our "Management’s Discussion and Analysis of Financial Condition and Results of Operations" set forth in our 2023 Annual Report.

Current wording

There have been no material changes to our critical accounting estimates as compared to the critical accounting policies and estimates described in our "Management’s Discussion and Analysis of Financial Condition and Results of Operations" set forth in our 2023 Annual Report.