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In addition, during today's call, we will discuss non-GAAP financial measures. These non-GAAP financial measures are in addition to and not a substitute for or superior to measures of financial performance prepared in accordance with GAAP, reconciliations between GAAP and non-GAAP financial measures and a discussion of the limitations in using non-GAAP measures versus their closest GAAP equivalent is available on our earnings release. And with that, I'd like to turn the call over to Eric.

Eric Friedrichsen -- Chief Executive Officer

Hello, everyone, and welcome to DISCO's third quarter of 2024 earnings call. I'm excited to review our results today and to dive into our forward-looking strategy. Total revenue for the third quarter of 2024 was $36.3 million, up 4% versus the same quarter last year. Software revenue in Q3 was $30.2 million, up 6% over the prior year.

Adjusted EBITDA was negative $4.5 million or negative 12% adjusted EBITDA margin. We are pleased with our performance in Q3, and we continue to make progress on the initiatives that we have previously discussed, along with some new ones that I will highlight on this call. Q3 marked my first full quarter, and just last week, I celebrated my 6-month anniversary as DISCO's CEO. In the last quarter's call, I shared how my confidence in our product was very high, and it has only grown since.

I've had the opportunity to meet face-to-face with over 40 customers, including lawyers and eDiscovery leaders from Am Law firms and large corporations across the U.S. and the UK. These conversations have further reinforced my belief in the value that DISCO delivers. With our powerful eDiscovery tools and the advanced capabilities of Cecilia AI, DISCO stands out as the best platform in the industry.

Our customers affirm this. They love DISCO's intuitiveness, accuracy, and speed. Time and time again, I hear how DISCO drives meaningful value by boosting efficiency, reducing costs, and most importantly, empowering lawyers to improve legal outcomes for their clients. Our customers are energized by DISCO's new strategic direction, our strengthened leadership, and the cultural growth that we have demonstrated.

Many of them are eager to expand their engagement with us. However, to get our product into the hands of more legal professionals, we need to continue to improve in the three primary areas that I outlined on our last call. Those are becoming a more customer-focused organization, primarily by strengthening our go-to-market motion, enhancing our internal operations, and fostering our continued cultural improvement. Well, I'm pleased to tell you that the changes I discussed last quarter are already starting to show positive signs.

We're seeing growth in revenue and in the number of customers in the cohort of customers that spend over $100,000 with DISCO. We're also seeing greater usage of our platform overall, and we're seeing software dollar net retention improve. Next, I want to discuss the additional actions that we're taking that are in line with our strategy. First, we're deeply committed to being the best partner to our customers, and we made material strides toward that goal in Q3.

Recently, we made several strategic hires within our sales team. We're excited that Lauren Caruso has joined DISCO as our SVP and chief sales officer. Lauren was a longtime DISCO employee and one of our most effective sales leaders before she left the company about two years ago. Lauren has a history of developing strong-performing teams who are capable of successfully scaling and expanding customers at DISCO year over year.

We welcome her as our chief sales officer. Andrea Popovitz will continue to serve as a senior leader within our sales organization, reporting to Lauren, and she will focus on leading many of our key sales teams. In addition, we further welcomed two new sales leaders to focus on our largest law firm and corporate customers. They are both seasoned veterans in sales and legal technology, having worked at companies like Epic, Everlaw, and LexisNexis.

These key additions are bringing invaluable expertise across the board from deep industry knowledge and sophisticated sales approaches to coaching and mentoring. These changes allow us to drive a more refined enterprise-grade sales motion with an up-level talent pool, which clearly reflects our strategic go-to-market shift toward larger customers. Focusing now on customer highlights. This quarter, we signed a number of notable customers, including several Fortune 500 and other large companies.

We're excited about this because, for many of these customers, this is the first step on their way to digitally transforming their legal operations and moving to a centralized provider of legal technology. An example of this is a large bank, which evaluated several solutions before selecting DISCO. They selected DISCO Hold after a rigorous review of our products' capabilities and security features, and they have committed to a three-year DISCO Hold agreement. Earning their trust and positioning ourselves as a strategic partner was a significant achievement, and we're excited about the potential for this partnership to grow.

Another customer with whom we recently signed a multiyear deal is a leading online food delivery platform. This customer welcomed a new legal team leader who had experience with DISCO at their prior firm and wanted to implement DISCO at their new organization. They loved the simplicity and intuitive workflow of the DISCO platform and implemented our capabilities via a multiyear spend commitment that provides access to our entire platform, starting with Legal Hold, which is now being implemented. We continue to see this dynamic where champions of DISCO who switch companies or firms implement our platform in their new organization.

We're excited about these partnerships and other important wins and the start of what we're confident will be great long-term partnerships. The traction we're seeing this quarter is in part the result of improved operations across the organization. I'm seeing strong cross-departmental collaboration. We're seeing thoughtful, comprehensive solutions to our customers' challenges, incorporating feedback from multiple departments and leveraging the expertise of our new talent.

Product strategy, customer experience, sales, and finance are working together in a deeper, more integrated way. We're being proactive with our customers, engaging with them and responding with richer platformwide solutions that draw on sales, product, and services teams. This is exactly what we're aiming for. As a result, we're seeing increased involvement in larger, longer-term opportunities.

As we mentioned in the last earnings call, we're focusing our resources on customers who we believe will drive the most long-term value for DISCO. These are customers with significant annual eDiscovery spend, large practice areas, and practices and legal areas with significant eDiscovery needs. The actions we're taking now will allow us to grow with existing customers and future customers who fit these criteria. Operationally, we've made significant strides, including adding two new senior leaders to the team.

Susan Garcia has joined us as general counsel and chief compliance officer, and Joe Jacobson has joined us as senior VP of operations. Susan comes to us from WebMD, where she served as general counsel since 2021, overseeing legal strategy, corporate governance, compliance, litigation, corporate transactions, and ESG. I'm particularly excited for Susan to help us accelerate deal closures and drive efficiency in our legal processes. She brings deep expertise in optimizing playbooks for contracts, which will help further streamline sales, and is already well acquainted with DISCO, having used our platform in the past.

We're thrilled to have her on board. We've also welcomed Joe Jacobson as senior vice president of operations. Joe brings over two decades of experience in business transformation, operations, revenue management, and sales enablement within the technology and SaaS sectors. Joe and I worked together for several years at Concur.

And most recently, he served as vice president of revenue strategy, operations, and transformation at Brex, an AI-powered expense management platform. At DISCO, Joe oversees business operations, revenue operations, business intelligence, and go-to-market operations support and enablement. Joe already hit the ground running, and he's made an impact by helping the company align and execute on key priorities and setting a fast pace for achieving success. This spans all areas of our business from product and engineering to services to finance, but Joe's primary focus right now is to improve our go-to-market operations.

Joe is driving deeper strategic thinking, rigorous prioritization, and rapid execution, all of which are helping propel the business forward. Key initiatives such as increasing customer wallet share, refining ideal customer profiles, and optimizing our quote-to-cash process are critical to enhancing our sales and our overall company operations. I'm excited about Joe's efforts because it's going to enable us to be more strategic with where we focus our resources and how we target our customers and will ultimately maximize the return of the effort of our go-to-market teams. On the product and engineering front, we are proud of the rapid progress our teams have made in bringing cutting-edge generative AI products to market.

We believe we currently have a more comprehensive set of capabilities than anyone in the market and feedback from customers is that we're the industry leader. We aim to maintain our leadership position by continuing to build the best and most innovative legal platform in the industry, and Richard is here to help us drive that mission. As we look ahead to the rest of Q4 and into 2025, we will focus on delivering products and capabilities within our core eDiscovery platform that offer the highest near-term value to our customers. We will also enhance our security capabilities.

This includes a deeper focus on emerging data types, advanced integrations with communications platforms, enhanced search and review capabilities, and improvements in data management, administration, and permissions. Our approach will continue to be shaped by collaborating with and listening to our customers, and we will also continue to deliver the core platform enhancements that will enable us to move up the chain to larger customers, larger matters, and larger wallet share. At the same time, we've leveraged our internal expertise to develop innovative solutions for broader industry challenges. So, there's a balance there.

It's a balance between delivering what customers say that they want while reimagining how legal work is done. Richard and his team will be the key driver in this regard. With this strategy, we aim to release capabilities and solutions that lawyers can adopt quickly, make a noticeable impact off the bat, and lead to more work done in the DISCO platform. Ultimately, our goal is to accelerate revenue in an efficient and sustainable manner and ensure that our product strategy and engineering efforts are aligned with this goal.

On this call, I discussed many actions that we're taking to improve how DISCO is selling, building, and operating. Many of these activities require some new talent and experience. To support these efforts, we are realigning where we are investing dollars and enhancing the skills that we need at DISCO in the future. We assessed our current talent at DISCO and made the difficult decision to eliminate a small number of roles while opening positions in other areas.

Many of those affected are not just employees and coworkers, but friends. We're appreciative of their hard work and contributions and wish them great success in their next role. In order to ensure that we have the right talent and experience moving forward, we simultaneously opened several new roles in field sales, customer experience, sales enablement, product management, and engineering. We will look to hire seasoned experts with a proven track record of successful execution.

This strategic decision was not taken lightly and the sensitivity at this moment is not lost on me. Saying goodbye is not easy, especially as culture is very important to me. Culture has been a top priority in every leadership role that I've held, and it's especially true here at DISCO. I believe that strong cultures foster healthy workplaces, more creative ideas, more productive employees, better outcomes for customers, and better performance for investors.

In regards to culture, this quarter, we rolled out new company values, which set the standards for DISCO and were created by our employees. These values are think forward, give space and grace, lead with stewardship, and step up to the challenge. These values now drive our decision-making, actions, and performance, and we take them seriously. This is an important step in our cultural evolution, and I'm confident that the changes we are making will allow us to realize all of them.

So, in aggregate, I'm excited about what I've seen throughout Q3 at DISCO. We are moving faster as a company, collaborating more effectively across the organization, and competing for and winning larger deals. I see a revitalized and energized DISCO team driven by one goal, to become the leading legal technology platform in the industry. I'm looking forward to what Q4 and 2025 holds.

Thank you, Eric. In Q3 2024, total revenues were $36.3 million, up 4% year over year. Software revenues were $30.2 million, up 6% year over year. September saw an especially strong software usage net inflow.

Services revenue were $6.1 million, down 7% year over year, predominantly driven by review usage. In discussing the remainder of the income statement, please note that unless otherwise specified, all references to our gross margin, operating expenses, and net loss are on a non-GAAP basis. Adjusted EBITDA is also a non-GAAP financial measure. Our gross margin in Q3 was 74%.

As we mentioned before, our gross margins fluctuate from period to period based on the nature of our customers' usage, for example, the amount and types of data ingested and managed on our platform. Sales and marketing expense for Q3 was $13.8 million or 38% of revenue, compared to 44% of revenue in Q3 of the prior year. The year-over-year decline is predominantly driven by a combination of lower total head count and redistribution of our investment within sales and marketing. Research and development expense for Q3 was $11.1 million or 31% of revenue compared to 29% of revenue in Q3 of the prior year.

The increase was driven by both domestic and international head count. General and administrative expense in Q3 was $7.7 million or 21% of revenue compared to 19% of revenue in Q3 of the prior year. Leadership changes in Q3 2023 reduced G&A expenses in that quarter. Operating loss in Q3 was $5.6 million, representing an operating margin of negative 15% compared to negative 17% in Q3 of the prior year.

Adjusted EBITDA was negative $4.5 million in Q3, representing an adjusted EBITDA margin of negative 12%, compared to an adjusted EBITDA margin of negative 13% in Q3 of the prior year. Net loss in Q3 was $3.9 million or negative 11% of revenue, in line with Q3 of the prior year. Net loss per share for Q3 was $0.06, in line with Q3 of the prior year. Turning to the balance sheet and cash flow statement.

We ended Q3 with $126.8 million in cash, cash equivalents, and short-term investments and no debt. Operating cash flow for the first three quarters of 2024 was negative $10.8 million compared to negative $28.7 million in the same period of the year prior. Turning to the outlook. For Q4 2024, we are providing total revenue guidance in the range of $35.2 million to $37.2 million, and software revenue guidance in the range of $30 million to $31 million.

We expect adjusted EBITDA to be in the range of negative $7.6 million to negative $5.6 million. For fiscal year 2024, we anticipate total revenue guidance in the range of $143 million to $145 million, and software revenue guidance in the range of $119.4 million to $120 million, negative $22 million to negative $20 million. Now, I'd like to turn the call over to the operator to open up the line for Q&A. Operator?

[Operator instructions] Our first question comes from the line of Koji Ikeda with Bank of America. Your line is open.

Koji Ikeda -- Analyst

Yeah, hey, guys. Thanks so much for taking the question. I wanted to ask a couple here. Maybe the first one on the new chief sales officer.

I'm realizing -- I think she's coming back to DISCO. And so, thinking about how the company has evolved over the last couple of years and the product itself has evolved over the last couple of years. I'm just trying to think of what sort of further evolution she might drive in the go-to-market from here.

Eric Friedrichsen -- Chief Executive Officer

Yeah. Thanks, Koji, very much for the question. I am so excited to have Lauren Caruso join us at DISCO as our chief sales officer. I mentioned when I got on board that I was going to evaluate our management team and look for opportunities to bring in new talent.

And when I decided that we needed a new chief sales officer, I put a lot of time and effort to make sure that we defined the criteria very quickly and closely, and that we looked at a lot of different candidates. And so, I'm sure you can probably imagine with my background, I have a great network of extremely strong sales leaders. And so, we spoke with many of them, and we also spoke with several other potential sales leaders outside the organization, and ultimately, determined that Lauren was a perfect fit for us. So, Lauren was one of our top sales leaders at DISCO in the past.

She's got a very enterprise-oriented mindset. So, she worked with some of our biggest customers in the past. She's very strategic in her thought process and she knows eDiscovery, and specifically, DISCO inside and out. So, she knows our products extremely well, she knows our client base extremely well.

So, I'm thrilled to have Lauren on board. And look, I'm still overall responsible for the revenue for this organization. As you know, I've got a lot of go-to-market experience in my background. Lauren will be reporting directly to me as our chief sales officer.

Sales is obviously an extremely important part of our revenue, but it's not the only important part of our revenue. Our head of customer success and services reports directly to me. Our head of marketing and demand gen reports directly to me. And so, I'm going to keep a close pulse on the opportunity and make sure that we're doing everything we can to increase our revenue, but I'm thrilled to have Lauren on board as our chief sales officer.

Koji Ikeda -- Analyst

Got it. And I wanted to ask another question here on the restructuring. Just maybe from a big-picture perspective, any way to categorize how big it was? It sounds like there was some in the sales organization that was affected. Was that the only organization within DISCO that was affected? And are you targeting to end up the full year with a lower head count than starting the full year?

Eric Friedrichsen -- Chief Executive Officer

You bet, Koji. So, in terms of the restructuring, first of all, those kinds of things are never easy to do, as I'm sure you know. We had to say goodbye to some people that we care a lot about who helped DISCO get to where we are today and contributed significantly. So, that part is tough.

But as I said before, I committed to this organization that when I came on board, I would quickly balance the urgency along with learning the business, developing our strategy, and then determining where we needed new talent. That's from an organizational structure standpoint, a role standpoint, and then just a pure talent and experience standpoint. So, I made the decision that we needed to make a change. In terms of scope, 31 people were affected.

So, 31 people we let go this week. At the same time, we opened up 22 new roles at DISCO on the same day. So, this is clearly not a cost-cutting action, this is all about refocusing our resources, our efforts, our investments where I think we're going to best grow and what's going to be best for the company moving forward. And so, sales was a fairly significant portion of that, not half, but a reasonably significant portion of that.

Most of the people in the sales organization by far were either in our sales development team or in our inside sales team. And then we opened up 10 enterprise regional sales executive roles. So, we're bringing in experienced enterprise-oriented salespeople.

Koji Ikeda -- Analyst

Got it. Thank you. And just one last question if I may here. I don't think I heard a customer count metric.

You typically do give that. Any color, or if you could get that metric? Or if we can't, any color on if it's higher or lower than where you ended up in the second quarter? Thanks, guys. Thanks for taking the questions.

Eric Friedrichsen -- Chief Executive Officer

Yeah, you bet, Koji. So, our customer count at the end of -- or in Q3 was 1,439 customers, which is relatively flat for the year. It's down 10 quarter over quarter. As you know, our customer count will fluctuate.

The reason I didn't talk about customer count, though, is because it's just not the metric that we're focused on. I know in the past DISCO was focused on acquiring customers sort of regardless of how big or small they are. Our focus right now is clear. We are focused on acquiring and growing within customers that we believe have a lot of opportunity where we can add value and where we really think they can grow.

And for us, that is large corporations that are in highly litigious industries. That is large law firms, Am Law 200 firms, or large litigation boutiques that have big centralized eDiscovery teams that work in practice areas that generate a lot of eDiscovery work, and therefore, they have a lot of eDiscovery needs. And so, that's where we are putting our focus today, and that's really more of the way we're thinking about it. So, in terms of -- the good news there is that we're seeing some progress.

We had more customers that spend $100,000 per year with us than we did the quarter before. We had more revenue from that same exact cohort of customers that spend $100,000 or more per year from us. We've got record usage of our platform. Our dollar net retention for software also went up quarter over quarter.

And overall, our revenue went up. So, those are some of the things that we look at.

And your next question comes from the line of Brian Essex with JPMorgan. Your line is open.

Brian Essex -- Analyst

Hi. Good afternoon, and thank you for taking the question. I was wondering maybe to start, if you could talk about Cecilia and what the plans are for that platform, particularly with regard to accelerating your penetration within customers and monetizing that platform as customers might find a lot of value with it.

Eric Friedrichsen -- Chief Executive Officer

Yeah. Thanks, Brian. I'm very excited about the future of Cecilia AI, our AI platform. I mean, just in general, AI has been part of our core eDiscovery platform for more than 10 years.

So, we've got great traction around AI. Cecilia, which is our generative AI platform, has a lot of potential. Keep in mind that lawyers are not always the fastest industry to adopt new technology, but we've built Cecilia AI with that in mind. So, there's a number of things that we've done around the platform to ensure that we get good adoption and the feedback we've gotten so far is really strong.

So, for example, we have the most secure platform in the industry. We've got the ability where we tag every single document and explain why we tag every single document. When users are writing queries, we provide services along with it to help our customers learn how to write prompts for AI and get the best experience out of that. We measure the effectiveness of our solutions by looking at the recall rates and the precision rates, and we provide that data to make the results ultimately more defensible.

So, we've built our platform specifically to help a conservative industry be more likely to adopt our solutions. And look, the feedback we're getting so far is extremely positive. We were with one of the largest law firms in the country in the U.S. last week, and they are a big user of the eDiscovery platform of our biggest competitor, and they wanted to see our generative AI solution.

We showed them Cecilia, and they said it was light years ahead of our competitors' solution. And so, they are now evaluating the idea of using the Cecilia AI platform. And along with that, moving some matters over to DISCO. So, that's just an example.

We certainly have gotten traction. We've acquired customers. We've got many customers that are starting to use the system. But the reality is still for this year -- for the next few quarters, it's not going to be a material effect on our revenue.

Got it. That's super helpful. And maybe just a quick follow-up. I understand you do still have a lot of cash on your balance sheet, and you've kind of rolled up your sleeves.

You're reorienting the sales force and making some head count changes. But any sense of when you might have line of sight into offering an operating model or some gauge of when we might expect the cash flow breakeven, just to kind of get some goalposts around what direction the target model might run in?

Eric Friedrichsen -- Chief Executive Officer

Yeah. Brian, let me tell you the way I think about profitability. First off, our No. 1 goal is to accelerate our growth.

The TAM in this market is billions and billions of dollars, and our goal is to accelerate our growth and get as much of that TAM as we can. You know that in mind. If I look at where our cost structure is today, I'm more inclined to shift our focus rather than just continually add cost to our structure. I believe next year, we will grow our revenue at a faster pace than we did this year.

So, far this year, if you look at how we've performed year to date, along with what we have guided for Q4, our growth rate will be more than double what it was last year. And look, I think we're on the path that we can increase our software -- that's our software growth rate, that we can increase our software growth rate next year even further. I do think our expenses will go up next year, but our expenses will not go up as much as our revenue. So, the reality is this is more about shifting our focus, shifting our resources, and our investments than it is adding cost to the model.

And ultimately, we're working our way toward sustainable profitability. So, we're making investments in our go-to-market and our sales enablement, our customer success by shifting funds rather than just adding a lot of expense to our model.

And your next question comes from the line of Mark Schappel with Loop Capital. Your line is open.

Mark Schappel -- Analyst

Hi. Thank you for taking my question. Eric, besides the sales heads that were let go during the quarter, I was wondering if you could just go into a little greater detail around some of the go-to-market changes that took place during the September quarter?

Eric Friedrichsen -- Chief Executive Officer

Yeah. You know, we had already started making some shifts and focus, as you know, to work on -- to assign more resources to our larger accounts. So, from a sales perspective, that means putting experienced salespeople on larger accounts that we believe have -- from what we've modeled have big eDiscovery wallets, and our goal is to go gain more wallet share there. We started shifting more of our sales development resources to those same accounts.

And from a marketing standpoint, we started to build an account-based marketing, sort of an integrated marketing model so that we can put more focus on the customers that we think have the most opportunity, both acquiring those customers and growing those customers. To do that, we needed to add some new talent. So, as I mentioned in my prepared remarks, we've added now three very experienced sales leaders, so a couple more in addition to Lauren that are more enterprise-oriented and very seasoned leaders within this marketplace. We've added a number of salespeople as well in the last quarter.

And then we've started to add various expertise in our marketing organization as well.

Mark Schappel -- Analyst

Great. Thank you. And then during your prepared remarks, you noted that you're seeing increased interest and involvement in longer-term opportunities. I'm wondering if you could just expand on that a little bit.

Eric Friedrichsen -- Chief Executive Officer

Yeah. You know, we're getting invited to the table. So, in this industry, as I mentioned, it's a very large industry, and it is a growing industry. We're $140 million approximately, revenue company in multiple billion-dollar industry.

So, there's a lot of opportunity for us to go gain more share or more opportunity. And the thing that we need to do is to market ourselves better within our large existing customers. And so, when I'm out speaking with customers, I'm asking them questions about what we need to do to expand our presence to do more eDiscovery work and for them to use our platform for more and more of their matters and for larger matters. And the feedback that I'm getting overall is that we need to do a better job marketing.

We need to do a better job educating our customers about the services that we offer that are so important, for example, to them as they're working with larger matters with us. And then just the scope of the large matters. We've had hundreds of multiple terabyte matters that we've done at DISCO, and some of our customers don't know that. So, a lot of this is about education, and so we're doing less of a broad-based marketing approach and more of a specific one-to-one, one-to-many type marketing approach -- one-to-few, I should say.

[Operator instructions] Our next question comes from the line of Ian Black with Needham and Company. Your line is open.

Ian Black -- Analyst

Hi. As you guys move upmarket, should we expect higher usage of Cecilia AI?

Eric Friedrichsen -- Chief Executive Officer

You know, we're getting a lot of interest from Cecilia AI from our larger customers. If you think about when you've got a very, very large matter, your ability to navigate that matter very quickly to be able to research the matter, to be able to ask the right questions when natural language becomes important. And then clearly, larger matters mean larger reviews. And our Cecilia auto review solution, because it's so fast and it can act as if it was a 140-person managed review team can be very, very helpful in those larger matters.

So, I think there's a lot of interest among our biggest customers in our Cecilia products. But again, we're still in the relatively early stages, and I want to temper expectations in terms of how fast that part of our business is going to grow. Thank you.

Operator

And there are no further questions at this time. I would now like to turn the call back over to the CEO, Eric Friedrichsen.

Eric Friedrichsen -- Chief Executive Officer

Thank you. I appreciate it. And really, thank you to everybody for joining us today. We are making strides all the way across the business, anywhere from advancing our product capabilities to strengthening our team, and we're delivering results that position us for long-term success.

I'm encouraged by the green shoots that we're starting to see, and I'm 100% confident that we have a solid plan for success. Our focus remains on driving innovation, improving execution, and capitalizing on the opportunities that we've got ahead. So, we're excited about the progress. We're excited about what we've done so far and what's coming next, and I look forward to updating you in the quarters to come.

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Cs Disco (LAW) Q3 2024 Earnings Call Transcript was originally published by The Motley Fool