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0001410384false00014103842025-02-122025-02-12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 12, 2025
Q2 HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter) 

Delaware   001-36350   20-2706637
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
                
10355 Pecan Park Boulevard
Austin, Texas 78729
(Address of Principal Executive Offices, and Zip Code)

(833) 444-3469
Registrant's Telephone Number, Including Area Code

Not Applicable
(Former Name or Former Address, if Changed Since Last Report) 
Securities registered pursuant to Section 12(b) of the Act:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 par value QTWO New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐





Item 2.02. Results of Operations and Financial Condition.
On February 12, 2025, Q2 Holdings, Inc. (the "Company") issued a press release regarding its financial results for the fourth quarter and fiscal year ended December 31, 2024. A copy of the Company's press release is furnished herewith as Exhibit 99.1.
The information furnished in this Current Report under this Item 2.02 and the exhibit furnished herewith shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Press release dated February 12, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Q2 HOLDINGS, INC.
February 12, 2025
/s/ Jonathan A. Price
Jonathan A. Price
Chief Financial Officer


EX-99.1 2 a241231ex9918k.htm EX-99.1 Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2024 Financial Results

AUSTIN, Texas (February 12, 2025)—Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital transformation solutions for financial services, today announced results for its fourth quarter and full year ending December 31, 2024.

GAAP Results for the Fourth Quarter and Full-Year 2024

•Revenue for the fourth quarter of $183.0 million, up 13 percent year-over-year and up 5 percent from the third quarter of 2024. Full-year 2024 revenue of $696.5 million, up 12 percent year-over-year.

•GAAP gross margin for the fourth quarter of 52.6 percent, up from 50.2 percent for the prior-year quarter and up from 50.9 percent for the third quarter of 2024. GAAP gross margin for full-year 2024 of 50.9 percent, up from 48.5 percent for the full-year 2023.

•GAAP net income for the fourth quarter of $0.2 million, compared to GAAP net losses of $18.1 million for the prior-year quarter and $11.8 million for the third quarter of 2024. GAAP net loss for full-year 2024 of $38.5 million, compared to $65.4 million for full-year 2023.

Non-GAAP Results for the Fourth Quarter and Full-Year 2024

•Non-GAAP revenue for the fourth quarter of $183.0 million, up 13 percent year-over-year and up 5 percent from the third quarter of 2024. Full-year 2024 non-GAAP revenue of $696.5 million, up 11 percent year-over-year.

•Non-GAAP gross margin for the fourth quarter of 57.4 percent, up from the prior-year quarter of 56.0 percent and up from 56.0 percent for the third quarter of 2024. Non-GAAP gross margin for full-year 2024 of 56.0 percent, up from 54.5 percent for full-year 2023.

•Adjusted EBITDA for the fourth quarter of $37.6 million, up from $23.2 million for the prior-year quarter and $32.6 million for the third quarter of 2024. Full-year 2024 adjusted EBITDA of $125.3 million, up from $76.9 million for the full-year 2023.


For a reconciliation of our GAAP to non-GAAP results, please see the tables below.

“We delivered strong fourth-quarter results to cap off a great year,” said Matt Flake, chairman and CEO, Q2. “We continued our outstanding sales execution, posting our best bookings quarter of the year and second best in company history. Throughout 2024, we built on the themes and momentum from the prior year as we saw continued success in net new digital banking wins across institutions of all sizes, solid sales activity in relationship pricing, and a record year of renewal activity in which bookings from renewals were up 80 percent year-over-year. Given this success and our strong financial results, we believe we’re in a great position to deliver value to shareholders, customers, and employees in 2025 and beyond.”

Fourth Quarter and Full-Year Highlights

Seven Tier 1 and Enterprise Contracts Demonstrate Continued Broad-Based Sales Success

•Signed five Tier 1 digital banking contracts, including:
◦Four new customers and an expansion within an existing customer
◦A mix of customers selecting our platform for retail, commercial, or both solutions.

•Signed a relationship pricing contract with a new Tier 1 customer.

•Expanded a relationship pricing contract with an enterprise bank.

•Partnered with Wells Fargo to transform and enhance commercial client experience through actionable insights and coaching.




•Best bookings quarter of the year, and our largest ever bookings quarter for cross-sales and renewals during the fourth quarter.

•Subscription Annualized Recurring Revenue increased to $682 million, up 15 percent year-over-year from $594 million at the end of 2023.

•Remaining Performance Obligation total, or Backlog, increased by $189 million sequentially, resulting in total committed Backlog of approximately $2.2 billion at quarter-end, representing 9 percent sequential growth and 21 percent year-over-year growth.

Q2 Caps Off Record Year with Strong Q4 Performance and Raised Long-Term Targets

Q2 delivered its strongest bookings quarter of the year in 4Q, with a balanced mix of net new and expansion wins. The quarter saw seven total Tier 1 and Enterprise deals and was the best cross-sale and renewal quarter in company history.

The versatility of Q2's digital banking platform continued to be a differentiator, with five Tier 1 wins across retail and commercial solutions. Relationship pricing solutions also saw significant traction, highlighted by the successful launch with Wells Fargo.

For the full year 2024, Q2 delivered broad-based bookings activity across all lines of business, highlighted by a record 25 Enterprise and Tier 1 wins within digital banking and relationship pricing across both new and existing customers. Additionally, Q2 signed nearly twice the number of Tier 2 and Tier 3 digital banking customers versus the prior year, demonstrating the strength of the platform.

Q2's commercial segment success continued to grow in 2024, with over 60 Tier 1 financial institutions now utilizing Q2's commercial solutions on their digital banking platform - the result of decades of innovation and delivering for customers. With 50 of Q2's Tier 1 digital banking platform customers yet to adopt these solutions, the company believes it has a substantial expansion opportunity - just one example of Q2's growth prospects across its product portfolio.

Building on Q2's performance in 2024, the company has also updated its three-year financial framework, increasing its average annual subscription revenue growth target from 14% to 15%, updating its target for average annual adjusted EBITDA margin expansion to 360 basis points and raising its full-year 2026 free cash flow conversion target from 70% to 85%.

“We’re very pleased with our financial performance to end the year, surpassing the high end of our guidance for both revenue and adjusted EBITDA ,” said Jonathan Price, CFO, Q2. “Our strong performance across key metrics demonstrates successful execution of our profitable growth strategy, and given these results, we've updated our three-year financial framework to reflect more ambitious targets. With our robust pipeline and increased visibility into future revenue streams, we believe we're well-positioned to capitalize on market opportunities and drive continued success in the coming years.”

Financial Outlook

As of February 12, 2025, Q2 Holdings is providing guidance for its first quarter of 2025 and full-year 2025, which represents Q2 Holdings’ current estimates on Q2 Holdings’ operations and financial results. The financial information below represents forward-looking, non-GAAP financial information, including estimates of non-GAAP revenue and adjusted EBITDA. GAAP net income (loss) is the most comparable GAAP measure to adjusted EBITDA. Adjusted EBITDA differs from GAAP net income (loss) in that it excludes items such as depreciation and amortization, stock-based compensation, transaction-related costs, interest and other (income) expense, income taxes, and lease and other restructuring charges, (gain) loss on extinguishment of debt and the impact to deferred revenue from purchase accounting. Q2 Holdings is unable to predict with reasonable certainty the ultimate outcome of these exclusions without unreasonable effort. Therefore, Q2 Holdings has not provided guidance for GAAP net income (loss) or a reconciliation of the forward-looking adjusted EBITDA guidance to GAAP net income (loss). However, it is important to note that these excluded items could be material to our results computed in accordance with GAAP in future periods.




Q2 Holdings is providing guidance for its first quarter of 2025 as follows:

•Total revenue of $184.0 million to $188.0 million, which would represent year-over-year growth of 11 to 14 percent.

•Adjusted EBITDA of $36.0 million to $39.0 million, representing 20 to 21 percent of GAAP revenue for the quarter.

Q2 Holdings is providing guidance for the full-year 2025 as follows:

•Total revenue of $772.0 million to $779.0 million, which would represent year-over-year growth of 11 to 12 percent.

•Adjusted EBITDA of $165.0 million to $170.0 million, representing 21 to 22 percent of GAAP revenue for the year.

Updated Three-Year Financial Framework

Q2 Holdings is providing an updated financial framework for the years 2024 through 2026 as follows:

•Average annual subscription revenue growth of approximately 15 percent.

•Average annual adjusted EBITDA margin expansion of 360 basis points.

•Full-year 2026 Free Cash Flow conversion of greater than 85 percent of total Adjusted EBITDA.

Conference Call Details

Date:     
Wednesday, February 12, 2025
Time:
5:00 p.m. EST
Hosts:
Matt Flake, Chairman & CEO / Jonathan Price, CFO / Kirk Coleman, President
Conference Call Registration: https://registrations.events/direct/Q4I6081054173
Webcast Registration: https://events.q4inc.com/attendee/403250364
All participants must register using the above links (either the webcast or conference call). A webcast of the conference call and financial results will be accessible from the investor relations section of the Q2 website at http://investors.Q2.com/. In addition, a live conference call dial-in will be available upon registration. Participants should dial in at least 10 minutes before the start of the conference call. An archived replay of the webcast will be available on this website for a limited time after the call. Q2 has used, and intends to continue to use, its investor relations website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

About Q2 Holdings, Inc.

Q2 is a leading provider of digital transformation solutions for financial services, serving banks, credit unions, alternative finance companies, and fintechs in the U.S. and internationally. Q2 enables its financial institutions and fintech companies to provide comprehensive, data-driven digital engagement solutions for consumers, small businesses and corporate clients. Headquartered in Austin, Texas, Q2 has offices worldwide and is publicly traded on the NYSE under the stock symbol QTWO. To learn more, please visit Q2.com. Follow us on LinkedIn and X to stay up to date.

Use of Non-GAAP Measures

Q2 uses the following non-GAAP financial measures: non-GAAP revenue; adjusted EBITDA; adjusted EBITDA margin; non-GAAP gross margin; non-GAAP gross profit; non-GAAP sales and marketing expense; non-GAAP research and development expense; non-GAAP general and administrative expense; non-GAAP operating expense; non-GAAP operating income (loss); and free cash flow. Management believes that these non-GAAP financial measures are useful measures of operating performance because they exclude items that Q2 does not consider indicative of its core performance.




In the case of non-GAAP revenue, Q2 adjusts revenue to exclude the impact to deferred revenue from purchase accounting adjustments. In the case of adjusted EBITDA, Q2 adjusts net income (loss) for such items as interest and other (income) expense, taxes, depreciation and amortization, stock-based compensation, transaction-related costs, lease and other restructuring charges, (gain) loss on extinguishment of debt and the impact to deferred revenue from purchase accounting. In the case of adjusted EBITDA margin, Q2 calculates adjusted EBITDA margin by dividing adjusted EBITDA by non-GAAP revenue. In the case of non-GAAP gross margin and non-GAAP gross profit, Q2 adjusts gross profit and gross margin for stock-based compensation, amortization of acquired technology, transaction-related costs, lease and other restructuring charges and the impact to deferred revenue from purchase accounting. In the case of non-GAAP sales and marketing expense, non-GAAP research and development expense, and non-GAAP general and administrative expense, Q2 adjusts the corresponding GAAP expense to exclude stock-based compensation. Non-GAAP operating expense is calculated by taking the sum of non-GAAP sales and marketing expenses, non-GAAP research and development expense, and non-GAAP general and administrative expense. In the case of non-GAAP operating income (loss), Q2 adjusts operating income (loss), for stock-based compensation, transaction-related costs, amortization of acquired technology, amortization of acquired intangibles, lease and other restructuring charges, and the impact to deferred revenue from purchase accounting. In the case of free cash flow, Q2 adjusts net cash provided by (used in) operating activities for purchases of property and equipment and capitalized software development costs.

There are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, do not reflect a comprehensive system of accounting and may not be completely comparable to similarly titled measures of other companies due to potential differences in the exact method of calculation between companies. Certain items that are excluded from these non-GAAP financial measures can have a material impact on operating and net income (loss). As a result, these non-GAAP financial measures have limitations and should be considered in addition to, not as a substitute for or superior to, the closest GAAP measures, or other financial measures prepared in accordance with GAAP. A reconciliation to the closest GAAP measures of these non-GAAP measures is contained in tabular form on the attached unaudited condensed consolidated financial statements.

Q2’s management uses these non-GAAP measures as measures of operating performance; to prepare Q2’s annual operating budget; to allocate resources to enhance the financial performance of Q2’s business; to evaluate the effectiveness of Q2’s business strategies; to provide consistency and comparability with past financial performance; to facilitate a comparison of Q2’s results with those of other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and in communication with our board of directors concerning Q2’s financial performance.

Forward-looking Statements

This press release contains forward-looking statements, including statements about: our ability to deliver value to shareholders, customers, and employees in 2025 and beyond; our continued broad-based sales success; our revised long range operating targets and three-year financial framework; the benefits of our platform; our expansion opportunity; our growth prospects across our product portfolio; our confidence in our business model; our strong performance across key metrics; our successful execution of our profitable growth strategy; our robust pipeline and increased visibility into future revenue streams; our ability to capitalize on market opportunities and drive continued success in the coming years.

The forward-looking statements contained in this press release are based upon Q2’s historical performance and its current plans, estimates, and expectations and are not a representation that such plans, estimates or expectations will be achieved.



Factors that could cause actual results to differ materially from those described herein include risks related to: (a) the risks associated with cyberattacks, financial transaction fraud, data and privacy breaches and breaches of security measures within our products, systems and infrastructure or the products, systems and infrastructure of third parties upon which we rely and the resultant costs and liabilities and harm to our business and reputation and our ability to sell our solutions; (b) the impact of and our ability to respond to global economic uncertainties and challenges or changes in the financial services industry and credit markets, including as a result of mergers and acquisitions within the banking sector, inflationary pressures, elevated and fluctuating interest rates, instability in the financial services industry and any changes to or new financial regulations and their potential impacts on our prospects' and customers' operations, the timing of prospect and customer implementations and purchasing decisions, our business sales cycles and on account holder or end user, or End User, usage of our solutions; (c) the risk of increased or new competition in our existing markets and as we enter new markets or new segments of existing markets, or as we offer new solutions; (d) the risks associated with the development of our solutions, including artificial intelligence, or AI, based solutions, and changes to the market for our solutions compared to our expectations; (e) quarterly fluctuations in our operating results relative to our expectations and guidance and the accuracy of our forecasts; (f) the risks and increased costs associated with managing growth and global operations, including hiring, training, retaining and motivating employees to support such growth; (g) the risks associated with our transactional business which are typically driven by End-User behavior and can be influenced by external drivers outside of our control; (h) the risks associated with effectively managing our business and cost structure in an uncertain economic environment, including as a result of challenges in the financial services industry and the effects of seasonality and unexpected trends; (i) the risks associated with geopolitical uncertainties or discord, including the heightened risk of state-sponsored cyberattacks or cyber fraud on financial services and other critical infrastructure; (j) the risks associated with accurately forecasting and managing the impacts of any economic downturn or challenges in the financial services industry on our customers and their End Users, including in particular the impacts of any downturn on financial technology companies, or FinTechs, or alternative finance companies, or Alt-FIs, and our arrangements with them, which may provide more complex revenue arrangements for us and which may be more vulnerable to an economic downturn than our financial institution customers; (k) the challenges and costs associated with selling, implementing and supporting our solutions, particularly for larger customers with more complex requirements and longer implementation processes, including risks related to the timing and predictability of sales of our solutions and the impact that the timing of bookings may have on our revenue and financial performance in a period; (l) the risk that errors, interruptions or delays in our solutions or Web hosting negatively impacts our business and sales; (m) the risks associated with the migration of a significant portion of the computing, storage and processing of our digital banking platform solutions from our third-party data centers to third-party public cloud service providers; (n) the difficulties and risks associated with developing and selling complex new solutions and enhancements, including those using AI with the technical and regulatory specifications and functionality required by our customers and relevant governmental authorities; (o) the risks associated with operating within and selling into a regulated industry, including risks related to evolving regulation of AI and machine learning, the receipt, collection, storage, processing and transfer of data and increased regulatory scrutiny on financial technology and related services, including specifically on banking-as-a-service, or BaaS, services; (p) the risks associated with our sales and marketing capabilities, including partner relationships and the length, cost and unpredictability of our sales cycle; (q) the risks inherent in third-party technology and implementation partnerships, including defects, failures or interruptions in third-party services or solutions, that could cause harm to our business; (r) the risk that we will not be able to maintain historical contract terms such as pricing and duration; (s) the general risks associated with the complexity of our customer arrangements and our solutions; (t) the risks associated with integrating acquired companies and successfully selling and maintaining their solutions; (u) litigation related to intellectual property and other matters and any related claims, negotiations and settlements; (v) the risks associated with further consolidation in the financial services industry; (w) the risks associated with selling our solutions internationally and with the continued expansion of our international operations; and (x) the risk that our debt repayment obligations may adversely affect our financial condition and that we may not be able to obtain capital when desired or needed on favorable terms;

Additional information relating to the uncertainty affecting the Q2 business is contained in Q2’s filings with the Securities and Exchange Commission. These documents are available on the SEC Filings section of the Investor Relations section of Q2’s website at http://investors.Q2.com/. These forward-looking statements represent Q2’s expectations as of the date of this press release. Subsequent events may cause these expectations to change, and Q2 disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.



Q2 Holdings, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
December 31, 2024 December 31, 2023
Assets
Current assets:
Cash and cash equivalents $ 358,560  $ 229,655 
Restricted cash 2,233  3,977 
Investments 88,066  94,353 
Accounts receivable, net 42,084  42,899 
Contract assets, current portion, net 7,888  9,193 
Prepaid expenses and other current assets 23,512  11,625 
Deferred solution and other costs, current portion 26,611  27,521 
Deferred implementation costs, current portion 9,706  8,741 
Total current assets 558,660  427,964 
Property and equipment, net 31,528  41,178 
Right of use assets 30,402  35,453 
Deferred solution and other costs, net of current portion 28,116  26,090 
Deferred implementation costs, net of current portion 26,408  21,480 
Intangible assets, net 94,633  121,572 
Goodwill 512,869  512,869 
Contract assets, net of current portion and allowance 9,483  12,210 
Other long-term assets 2,696  2,609 
Total assets $ 1,294,795  $ 1,201,425 
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued liabilities $ 60,542  $ 62,404 
Convertible notes, current portion 190,331  — 
Deferred revenues, current portion 137,700  118,723 
Lease liabilities, current portion 10,327  10,436 
Total current liabilities 398,900  191,563 
Convertible notes, net of current portion 302,115  490,464 
Deferred revenues, net of current portion 27,281  17,350 
Lease liabilities, net of current portion 38,346  45,588 
Other long-term liabilities 10,357  7,981 
Total liabilities 776,999  752,946 
Stockholders' equity:
Common stock
Additional paid-in capital 1,183,893  1,075,278 
Accumulated other comprehensive loss (1,873) (1,111)
Accumulated deficit (664,230) (625,694)
Total stockholders' equity 517,796  448,479 
Total liabilities and stockholders' equity $ 1,294,795  $ 1,201,425 



Q2 Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(in thousands, except per share data)
(unaudited)

Three Months Ended December 31, Twelve Months Ended December 31,
2024 2023 2024 2023
Revenues (1)
$ 183,045  $ 162,118  $ 696,464  $ 624,624 
Cost of revenues (2)
86,702  80,725  341,983  321,973 
Gross profit 96,343  81,393  354,481  302,651 
Operating expenses:
Sales and marketing 27,215  26,554  105,951  109,522 
Research and development 35,722  34,271  143,244  137,334 
General and administrative 29,988  30,283  122,942  110,186 
Transaction-related costs —  —  —  24 
Amortization of acquired intangibles 2,587  4,903  16,979  20,667 
Lease and other restructuring charges 2,406  3,399  7,628  10,975 
Total operating expenses 97,918  99,410  396,744  388,708 
Loss from operations (1,575) (18,017) (42,263) (86,057)
Total other income (expense), net (3)
3,511  1,997  11,403  24,235 
Income (loss) before income taxes 1,936  (16,020) (30,860) (61,822)
Provision for income taxes (1,772) (2,059) (7,676) (3,562)
Net income (loss) $ 164  $ (18,079) $ (38,536) $ (65,384)
Other comprehensive income (loss):
Unrealized gain (loss) on available-for-sale investments (168) 515  392  1,800 
Foreign currency translation adjustment (1,112) 368  (1,154) 61 
Comprehensive loss $ (1,116) $ (17,196) $ (39,298) $ (63,523)
Net income (loss) per common share:
Net income (loss) per common share, basic $ 0.00  $ (0.31) $ (0.64) $ (1.12)
Net income (loss) per common share, diluted $ 0.00  $ (0.31) $ (0.64) $ (1.12)
Weighted average common shares outstanding, basic 60,497  58,742  60,105  58,354 
Weighted average common shares outstanding, diluted 64,654  58,742  60,105  58,354 

(1)    Includes deferred revenue reduction from purchase accounting of zero and $0.1 million for the three months ended December 31, 2024 and 2023, respectively, and zero and $0.3 million for the twelve months ended December 31, 2024 and 2023, respectively.

(2)    Includes amortization of acquired technology of $5.5 million and $5.8 million for the three months ended December 31, 2024 and 2023, respectively, and $22.0 million and $23.4 million for the twelve months ended December 31, 2024 and 2023, respectively.

(3) Includes a gain of $19.9 million related to the early extinguishment of a portion of our convertible notes for the year ended December 31, 2023.



Q2 Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

Twelve Months Ended December 31,
2024 2023
Cash flows from operating activities:
Net loss $ (38,536) $ (65,384)
Adjustments to reconcile net loss to net cash from operating activities:
Amortization of deferred implementation, solution and other costs 27,038  25,848 
Depreciation and amortization 68,809  71,707 
Amortization of debt issuance costs 2,059  2,104 
Amortization of premiums and discounts on investments (1,273) (3,192)
Stock-based compensation expense 89,215  79,188 
Deferred income taxes 2,106  636 
Gain on extinguishment of debt —  (19,312)
Other non-cash charges 1,179  4,386 
Changes in operating assets and liabilities (14,846) (25,689)
Net cash provided by operating activities 135,751  70,292 
Cash flows from investing activities:
Net maturities (purchases) of investments 7,951  143,911 
Purchases of property and equipment (6,692) (5,673)
Capitalized software development costs (22,339) (24,970)
Net cash provided by (used in) investing activities (21,080) 113,268 
Cash flows from financing activities:
Payment for maturity of 2023 convertible notes —  (10,908)
Payments for repurchases of convertible notes —  (149,640)
Proceeds from capped calls related to convertible notes —  139 
Debt issuance costs related to Revolving Credit Agreement (942) — 
Proceeds from exercise of stock options and ESPP 14,259  8,397 
Net cash provided by (used in) financing activities 13,317  (152,012)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (827) 182 
Net increase in cash, cash equivalents, and restricted cash 127,161  31,730 
Cash, cash equivalents, and restricted cash, beginning of period 233,632  201,902 
Cash, cash equivalents, and restricted cash, end of period $ 360,793  $ 233,632 




Q2 Holdings, Inc.
Reconciliation of GAAP to Non-GAAP Measures
(in thousands, except per share data)
(Unaudited)

Three Months Ended December 31, Twelve Months Ended December 31,
2024 2023 2024 2023
GAAP revenue $ 183,045  $ 162,118  $ 696,464  $ 624,624 
Deferred revenue reduction from purchase accounting —  69  —  344 
Non-GAAP revenue $ 183,045  $ 162,187  $ 696,464  $ 624,968 
GAAP gross profit $ 96,343  $ 81,393  $ 354,481  $ 302,651 
Stock-based compensation 2,246  3,023  11,821  13,346 
Amortization of acquired technology 5,504  5,754  22,016  23,402 
Lease and other restructuring charges 903  556  1,889  1,117 
Deferred revenue reduction from purchase accounting —  69  —  344 
Non-GAAP gross profit $ 104,996  $ 90,795  $ 390,207  $ 340,860 
Non-GAAP gross margin:
Non-GAAP gross profit $ 104,996  $ 90,795  $ 390,207  $ 340,860 
Non-GAAP revenue 183,045  162,187  696,464  624,968 
Non-GAAP gross margin 57.4  % 56.0  % 56.0  % 54.5  %
GAAP sales and marketing expense $ 27,215  $ 26,554  $ 105,951  $ 109,522 
Stock-based compensation (3,996) (3,638) (16,779) (16,771)
Non-GAAP sales and marketing expense $ 23,219  $ 22,916  $ 89,172  $ 92,751 
GAAP research and development expense $ 35,722  $ 34,271  $ 143,244  $ 137,334 
Stock-based compensation (3,253) (3,466) (16,456) (15,157)
Non-GAAP research and development expense $ 32,469  $ 30,805  $ 126,788  $ 122,177 
GAAP general and administrative expense $ 29,988  $ 30,283  $ 122,942  $ 110,186 
Stock-based compensation (10,264) (9,242) (44,159) (33,914)
Non-GAAP general and administrative expense $ 19,724  $ 21,041  $ 78,783  $ 76,272 
GAAP operating loss $ (1,575) $ (18,017) $ (42,263) $ (86,057)
Deferred revenue reduction from purchase accounting —  69  —  344 
Stock-based compensation 19,759  19,369  89,215  79,188 
Transaction-related costs —  —  —  24 
Amortization of acquired technology 5,504  5,754  22,016  23,402 
Amortization of acquired intangibles 2,587  4,903  16,979  20,667 
Lease and other restructuring charges 3,309  3,955  9,517  12,092 
Non-GAAP operating income $ 29,584  $ 16,033  $ 95,464  $ 49,660 
Reconciliation of GAAP net income (loss) to adjusted EBITDA:
GAAP net income (loss) $ 164  $ (18,079) $ (38,536) $ (65,384)
Deferred revenue reduction from purchase accounting —  69  —  344 
Stock-based compensation 19,759  19,369  89,215  79,188 
Transaction-related costs —  —  —  24 
Depreciation and amortization 15,990  17,943  68,809  71,707 
Lease and other restructuring charges 3,309  3,955  9,517  12,092 
Provision for income taxes 1,772  2,059  7,676  3,562 
Gain (loss) on extinguishment of debt —  —  —  (19,869)
Interest and other (income) expense, net (3,370) (2,131) (11,343) (4,724)
Adjusted EBITDA $ 37,624  $ 23,185  $ 125,338  $ 76,940 
Adjusted EBITDA margin 20.6  % 14.3  % 18.0  % 12.3  %




Q2 Holdings, Inc.
Reconciliation of Free Cash Flow
(in thousands)
(unaudited)

Twelve Months Ended December 31,
2024 2023
Net cash provided by operating activities $ 135,751  $ 70,292 
Purchases of property and equipment (6,692) (5,673)
Capitalized software development costs (22,339) (24,970)
Free cash flow $ 106,720  $ 39,649 



MEDIA CONTACT: INVESTOR CONTACT:
Jean Kondo Josh Yankovich
Q2 Holdings, Inc. Q2 Holdings, Inc.
M: +1-510-823-4728 O: +1-512-682-4463
jean.kondo@Q2.com josh.yankovich@Q2.com