Summary
Vertex's second quarter top line grew at a double-digit rate. Revenue rose 14.6% to $184.6 million. Gross profit increased 18.0% to $121.2 million, and gross margin was 65.7%, up 1.9 percentage points. The improvement at the gross line did not reach the bottom line. Operating income swung to a loss of $3.9 million, down 151.2%, and operating margin was negative 2.1%, down 6.8 percentage points. Net loss was $1.0 million, down 118.6%. For the six months ended June 30, 2025, revenue rose 13.8% to $361.6 million, gross profit rose 18.0% to $234.2 million, and net income rose 29.6% to $10.2 million.
Non-GAAP results show a similar split. Non-GAAP operating income was $32.2 million, compared with $33.3 million. Adjusted EBITDA was $38.4 million, compared with $38.5 million, and Adjusted EBITDA margin was 20.8%, compared with 23.9%. Non-GAAP net income was $24.9 million, and non-GAAP diluted EPS was $0.15. Free cash flow, a non-GAAP measure, was $19.6 million, compared with $36.9 million, and free cash flow margin was 10.6%, compared with 22.9%. GAAP operating cash flow was $46.0 million in the quarter, down 20.3%. For the six months, operating cash flow was $60.8 million, down 26.1%. Deferred revenue was $347.3 million, up 15.9%.
Operating metrics point to solid retention but slower expansion. Annual Recurring Revenue was $636.6 million, up 16.1%, including $10.8 million added from the ecosio acquisition. Excluding ecosio, ARR growth was 14.1%. Net Revenue Retention was 108%, compared with 110% at June 30, 2024 and 109% at March 31, 2025. Gross Revenue Retention was 95%, consistent with both June 30, 2024 and March 31, 2025. Vertex reported 4,862 direct customers, 504 indirect customers, and 5,366 total customers. Management tied the lower NRR to slower customer growth that kept accounts within existing usage bands and to delayed deal activity among large multinational customers because of the macroeconomic environment.
Vertex also invested in AI during the quarter. It completed a $15.0 million minority investment in Kintsugi AI, representing a 10% ownership interest, with an intellectual property sharing and commercial arrangement. That investment is separate from the $10.0 to $12.0 million of AI technology investments the company previously said it would spend in 2025. The company plans to use Kintsugi's intellectual property to advance those initiatives.
Guidance now reflects a tougher sales environment. For the third quarter of 2025, Vertex expects revenue of $190.0 million to $193.0 million and Adjusted EBITDA of $38.0 million to $40.0 million. For the full year 2025, it expects revenue of $750.0 million to $754.0 million, cloud revenue growth of 28%, and Adjusted EBITDA of $156.0 million to $160.0 million. The CFO said extended sales cycles and delayed customer decision-making affected the timing of new contract signings in the latter part of the second quarter. That timing issue, in turn, impacts full-year 2025 expected revenue, and the company reduced its full-year guidance. Vertex cannot reconcile forward-looking Adjusted EBITDA to net income without unreasonable effort because items such as stock-based compensation, depreciation and amortization, severance, acquisition contingent consideration, changes in earn-out fair values, and transaction costs may have a significant impact.
The quarter carried several risks. NRR slipped to 108% from 110%, and management pointed to delayed large-customer deals. The income statement also absorbed items tied to a pending legal claim, foreign currency transaction losses, and acquisition contingent earn-outs. Management says existing cash resources and its line of credit should fund operations for the next 12 months and longer-term liquidity needs. The main near-term question is whether delayed signings convert into revenue in the second half, or whether the slower sales cycle continues to weigh on the full-year outlook.
Forecast
Reported figures
GAAP, from SEC filings| Metric | Q2 FY2025 | Q1 FY2025 | QoQ | Q2 FY2024 | YoY |
|---|---|---|---|---|---|
| Revenue | $184.6M | $177.1M | +4.2% | $161.1M | +14.6% |
| Gross profit | $121.2M | $113.0M | +7.3% | $102.7M | +18.0% |
| Gross margin | 65.7% | 63.8% | +1.9 pp | 63.7% | +1.9 pp |
| Research & development | $20.6M | $20.9M | -1.5% | $14.6M | +40.8% |
| Sales & marketing | $48.5M | $48.2M | +0.6% | $40.5M | +19.5% |
| General & administrative | $43.4M | $45.0M | -3.6% | $35.9M | +21.0% |
| Total operating expenses | $125.1M | $108.5M | +15.3% | $95.1M | +31.4% |
| Operating income (loss) | -$3.9M | $4.5M | -186.1% | $7.5M | -151.2% |
| Operating margin | -2.1% | 2.5% | -4.6 pp | 4.7% | -6.8 pp |
| Net income (loss) | -$961.0K | $11.1M | -108.6% | $5.2M | -118.6% |
| Net margin | -0.5% | 6.3% | -6.8 pp | 3.2% | -3.7 pp |
| Customers | 473 | 604 | -21.7% | 150 | +215.3% |
| Net retention rate | 108.0% | 109.0% | -1.0 pp | 110.0% | -2.0 pp |
Risks
Operating income swung to a loss of $3.9 million in FY2025 Q2 from income of $7.5 million in FY2024 Q2, and operating margin fell 6.8 pp to -2.1%, as research and development expense rose 40.8%, selling and marketing rose 19.5%, and general and administrative rose 21.0% in the quarter. Net income also swung to a loss of $1.0 million in FY2025 Q2 from income of $5.2 million in FY2024 Q2.
Net revenue retention decreased to 108% at June 30, 2025 from 110% at June 30, 2024, which management attributed to lower growth of additional entitlements as customers' annual growth slowed and delayed deal activity for some large multinational customers due to the macroeconomic environment.
Other operating expense, net was $4.1 million in FY2025 Q2 compared with $1.1 million of income in FY2024 Q2, primarily driven by $2.9 million of legal costs associated with a pending legal claim and $1.0 million of foreign currency transaction losses; for the six months ended June 30, 2025, other operating expense was $7.4 million versus $1.6 million of income, including $5.3 million of legal costs.
Operating cash flow decreased 20.3% to $46.0 million in FY2025 Q2 and decreased 26.1% to $60.8 million year to date, while free cash flow decreased $17.4 million in Q2 and free cash flow margin fell to 10.6% from 22.9%. Management attributed the decline primarily to timing of cash payments and higher investments in property and equipment and capitalized software.
During FY2025 Q2, the company completed a $15.0 million minority investment in Kintsugi AI for a 10% ownership interest and plans $10.0 to $12.0 million of AI technology investments in 2025. Research and development expense rose 40.8% in FY2025 Q2 partly for the AI-based Smart Categorization product, and these investments may not produce expected commercial returns.
The ecosio acquisition contingent Cash and Stock Earn-outs have maximum payouts of $94.4 million cash and $35.0 million stock and are revalued quarterly, with fair value adjustments of $2.3 million in FY2025 Q2 and $(12.4) million for the six months ended June 30, 2025, introducing earnings volatility and potential dilution.
SaaS KPIs
All quarters →Adjusted EBITDA
Adjusted EBITDA Margin
Free Cash Flow Margin
Free Cash Flow
Total customers
Non-GAAP operating income
Annual Recurring Revenue (ARR)
Net Revenue Retention (NRR)
Non-GAAP Gross Margin
Direct customers
Average Annual Revenue per direct customer (AARPC)
Gross Revenue Retention (GRR)
Summary, forecast, risks and KPIs are extracted from Vertex, Inc.'s SEC filings for Q2 FY2025 (10-Q / 10-K and the 8-K earnings release); GAAP figures in the summary are checked against the reported XBRL data. They can contain errors; the filings are authoritative. Processed Oct 6, 2026.