00015051552023FYfalse0.5P10DP3YP36MP18M18,0000.001. Related Party Transactions
17. Subsequent Events
TBD
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-36720
Upland Logo - JPEG.jpg
Upland Software, Inc.
(Exact name of registrant as specified in its charter)
Delaware27-2992077
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
401 Congress Ave., Suite 1850
Austin, Texas 78701
(512) 960-1010
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.0001 per shareUPLDThe Nasdaq Global Market
Preferred Stock Purchase Rights-The Nasdaq Global Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨Accelerated filerx
Non-accelerated filer¨Smaller reporting company
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.  
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes      No  x
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $108.9 million based upon the closing price of $3.60 of such common stock on the Nasdaq Global Market on June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter). Shares of common stock held as of June 30, 2023 by each director and executive officer of the registrant, as well as shares held by each holder of 10% of the common stock known to the registrant, have been excluded for purposes of the foregoing calculation. This determination of affiliate status is not a conclusive determination for other purposes.
As of February 20, 2024, 28,855,055 shares of the registrant’s Common Stock were outstanding.
 
Documents incorporated by reference:
Portions of the registrant’s definitive proxy statement related to its 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2024 Proxy Statement was filed with the U.S. Securities and Exchange Commission on April 26, 2024 (File No. 001-36720).




Explanatory Note

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2023, filed by Upland Software, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on February 22, 2024 (the “Original Form 10-K”). Unless otherwise indicated or unless the context requires otherwise, all references herein to this Annual Report on Form 10-K, this Form 10-K, this Annual Report and similar names refer to the Original Form 10-K, as amended by this Amendment.
Subsequent to the Original Form 10-K filing, Ernst & Young LLP (“EY”), our external auditor, conducted a routine internal quality review and communicated a previously unidentified deficiency existed in our internal control over financial reporting related to a management review control over prospective financial information used in the Company’s goodwill impairment assessment, and specifically, not sufficiently performing and documenting the reasonableness of significant assumptions used therein. Solely as a result of this deficiency, the Company concluded that it had a material weakness in internal controls over financial reporting as of December 31, 2023.
The material weakness did not result in any misstatement of our consolidated financial statements for the year ended December 31, 2023 included in our Original Form 10-K, and accordingly, we have concluded that the consolidated financial statements and other financial information included in our Original Form 10-K present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented.
This Amendment is being filed to (i) amend Part II, Item 9A—Controls and Procedures to address management's re-evaluation of disclosure controls and procedures and reflect the identification of a material weakness in internal control over financial reporting, (ii) amend EY’s opinion on our internal control over financial reporting, and (iii) amend EY’s opinion on the consolidated financial statements included in Part II, Item 8—Financial Statements and Supplementary Data of the Original Form 10-K solely to include a reference to EY’s updated report on internal control over financial reporting.
Part IV, Item 15—Exhibits and Financial Statement Schedules also has been amended to include currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications are attached to this Amendment as Exhibits 31.1, 31.2, 32.1 and 32.2. We are also filing an updated Consent of Independent Registered Public Accounting Firm, attached as Exhibit 23.1.
This Amendment is limited in scope to the portions of this Amendment set forth above, and does not modify, amend, or update in any way the any other items or disclosures contained in the Original Form 10-K, including the consolidated financial statements set forth in the Original Form 10-K.
Except as noted above, this Amendment has not been updated for other events or information subsequent to the date of the filing of the Original Form 10-K and should be read in conjunction with the Original Form 10-K and our other filings with the SEC.





TABLE OF CONTENTS

1


Item 8.    Financial Statements and Supplementary Data
UPLAND SOFTWARE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

2


Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Upland Software, Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Upland Software, Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 22, 2024, except for the effect of the material weakness described in the third paragraph of that report, as to which the date is November 7, 2024, expressed an adverse opinion thereon.

Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

3


Evaluation of goodwill for impairment
Description of the Matter
At December 31, 2023, the Company’s goodwill balance was $354 million. As discussed in Note 2 to the consolidated financial statements, goodwill is tested at least annually for impairment and more frequently when indicators of impairment are identified. Estimating fair values in connection with this impairment evaluation involves the utilization of the discounted cash flow and guideline public company approaches. As described in Note 5 to the consolidated financial statements, the Company recorded a goodwill impairment charge of $129 million during the year ended December 31, 2023.
Auditing management’s goodwill impairment assessment was complex and required auditor judgment because the estimation of fair values involves subjective management assumptions, including estimation of future cash flows, the long-term rate of growth for the Company’s business and weighted average cost of capital. Assumptions used in these valuation models are forward-looking, and changes in these assumptions can have a material effect on the determination of fair value.
How We Addressed the Matter in Our Audit
To test the Company’s impairment evaluation, our audit procedures included, among others, assessing the valuation methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its evaluation. For example, we compared the significant assumptions to current industry, market, and economic trends, to historical results of the Company and to other guideline companies within the same industry. We also performed independent sensitivity analyses to evaluate the changes in the fair value of the reporting unit that would result from changes in the significant assumptions. We involved our valuation specialists to assist in evaluating the methodologies and auditing the significant assumptions used to calculate the estimated fair values.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2013.
Austin, Texas
February 22, 2024, except for the effect of the material weakness described in the second paragraph above, as to which the date is November 7, 2024.


4


Upland Software, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share amounts)December 31,
20232022
ASSETS
Current assets:
Cash and cash equivalents$236,559 $248,653 
Accounts receivable, net of allowance for credit losses38,765 47,594 
Deferred commissions, current10,429 10,961 
Unbilled receivables2,701 5,313 
Income tax receivable, current3,775 542 
Prepaid expenses and other current assets8,004 8,232 
Total current assets300,233 321,295 
Tax credits receivable1,657 2,411 
Property and equipment, net1,932 1,830 
Operating lease right-of-use asset2,929 5,719 
Intangible assets, net182,349 248,851 
Goodwill353,778 477,043 
Deferred commissions, noncurrent12,568 13,794 
Interest rate swap assets14,270 41,168 
Other assets308 1,348 
Total assets$870,024 $1,113,459 
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$8,137 $14,939 
Accrued compensation7,174 7,393 
Accrued expenses and other current liabilities7,050 10,644 
Deferred revenue102,763 106,465 
Liabilities due to sellers of businesses 5,429 
Operating lease liabilities, current2,351 3,205 
Current maturities of notes payable (includes unamortized discount of $2,228 and $2,264 at December 31, 2023 and December 31, 2022, respectively)
3,172 3,136 
Total current liabilities130,647 151,211 
Notes payable, less current maturities (includes unamortized discount of $3,148 and $5,203 at December 31, 2023 and December 31, 2022, respectively)
473,502 511,847 
Deferred revenue, noncurrent3,860 4,707 
Operating lease liabilities, noncurrent1,597 4,947 
Noncurrent deferred tax liability, net16,025 18,416 
Other long-term liabilities461 1,170 
Total liabilities626,092 692,298 
Series A Convertible Preferred stock, 0.0001 par value; 5,000,000 shares authorized: 115,000 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively
117,638 112,291 
Stockholders’ equity:
Common stock, $0.0001 par value; 75,000,000 and 50,000,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively; 29,908,407 and 32,221,855 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively
3 3 
Additional paid-in capital608,995 606,755 
Accumulated other comprehensive income
6,168 11,110 
Accumulated deficit(488,872)(308,998)
Total stockholders’ equity126,294 308,870 
Total liabilities, convertible preferred stock and stockholders’ equity$870,024 $1,113,459 

See accompanying notes.
5


Upland Software, Inc.
Consolidated Statements of Operations
(in thousands, except share and per share amounts)Year Ended December 31,
 202320222021
Revenue:
Subscription and support$281,554 $297,887 $287,621 
Perpetual license6,077 6,948 2,150 
Total product revenue287,631 304,835 289,771 
Professional services10,221 12,468 12,245 
Total revenue297,852 317,303 302,016 
Cost of revenue:
Subscription and support88,894 93,948 92,168 
Professional services7,467 9,793 7,285 
Total cost of revenue96,361 103,741 99,453 
Gross profit201,491 213,562 202,563 
Operating expenses:
Sales and marketing64,342 59,416 55,097 
Research and development49,375 46,187 42,693 
General and administrative61,264 70,462 76,901 
Depreciation and amortization58,614 43,669 41,315 
Acquisition-related expenses3,060 21,556 21,234 
Impairment of goodwill128,755 12,500  
Total operating expenses365,410 253,790 237,240 
Loss from operations(163,919)(40,228)(34,677)
Other expense:
Interest expense, net(18,684)(29,145)(31,626)
Other income (expense), net
236 (781)(253)
Total other expense(18,448)(29,926)(31,879)
Loss before benefit from income taxes(182,367)(70,154)(66,556)
Benefit from income taxes2,493 1,741 8,344 
Net loss$(179,874)$(68,413)$(58,212)
Preferred stock dividends (5,347)(1,846) 
Net loss attributable to common shareholders$(185,221)$(70,259)$(58,212)
Net loss per common share:
Net loss per common share, basic and diluted
$(5.77)$(2.23)$(1.92)
Weighted-average common shares outstanding, basic and diluted
32,074,906 31,528,881 30,295,769 







See accompanying notes.
6


Upland Software, Inc.
Consolidated Statements of Comprehensive Loss
(in thousands) Year Ended December 31,
 202320222021
Net loss$(179,874)$(68,413)$(58,212)
Other comprehensive income (loss):
Foreign currency gain (loss) translation adjustment2,685 (16,975)(6,301)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries4,096 (9,978)(602)
Interest rate swaps(11,723)49,577 21,623 
Other comprehensive income (loss):$(4,942)$22,624 $14,720 
Comprehensive loss$(184,816)$(45,789)$(43,492)




























See accompanying notes.
7


Upland Software, Inc.
Consolidated Statements of Equity
(in thousands, except share amount)
Preferred StockCommon StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive Income
(Loss)
Accumulated
Deficit
Total
Stockholders’
Equity
 SharesAmountSharesAmount
Balance at December 31, 2020  29,987,114 $3 $515,219 $(26,234)$(182,373)$306,615 
Issuance of stock under Company plans, net of shares withheld for tax— — 1,109,434 — (708)— — (708)
Stock-based compensation— — — — 53,873 — — 53,873 
Foreign currency translation adjustment— — — — — (6,301)— (6,301)
Unrealized translation loss on foreign currency denominated intercompany loans— — — — — (602)— (602)
Interest rate swaps— — — — — 21,623 — 21,623 
Net loss— — — — — — (58,212)(58,212)
Balance at December 31, 2021  31,096,548 $3 $568,384 $(11,514)$(240,585)$316,288 
Issuance of Convertible Preferred Stock115,000 $110,445 — — — — — — 
Dividends accrued - Convertible Preferred Stock— 1,846 — — (1,846)— — (1,846)
Issuance of stock under Company plans, net of shares withheld for tax— — 1,125,307 — (1,385)— — (1,385)
Stock-based compensation— — — — 41,602 — — 41,602 
Foreign currency translation adjustment— — (16,975)(16,975)
Unrealized translation loss on intercompany loans with foreign subsidiaries— — (9,978)(9,978)
Interest rate swaps— — 49,577 49,577 
Net loss— — — — — — (68,413)(68,413)
Balance at December 31, 2022115,000 $112,291 32,221,855 $3 $606,755 $11,110 $(308,998)$308,870 
Dividends accrued - Convertible Preferred Stock— 5,347 — — (5,347)— — (5,347)
Issuance of stock under Company plans, net of shares withheld for tax— — 931,652 — (1,086)— — (1,086)
Stock repurchases and retirements(3,245,100)(14,201)(14,201)
Stock-based compensation— — — — 22,874 — — 22,874 
Foreign currency translation adjustment— — — — 2,685 — 2,685 
Unrealized translation loss on foreign currency denominated intercompany loans— — — — 4,096 — 4,096 
Interest rate swaps— — — — (11,723)— (11,723)
Net loss— — — — — — (179,874)(179,874)
Balance at December 31, 2023115,000 $117,638 29,908,407 $3 $608,995 $6,168 $(488,872)$126,294 






See accompanying notes.
8


Upland Software, Inc.
Consolidated Statements of Cash Flows
(in thousands) Year Ended December 31,
 202320222021
Operating activities
Net loss$(179,874)$(68,413)$(58,212)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization71,985 56,146 52,928 
Change in fair value of liabilities due to sellers of businesses (75)(4,510)
Deferred income taxes(4,209)(7,075)(11,179)
Amortization of deferred costs13,170 12,198 8,948 
Foreign currency re-measurement loss(538)(12)25 
Non-cash interest, net and other income, net(2,976)2,256 2,249 
Non-cash stock-based compensation expense22,874 41,602 53,873 
Non-cash loss on impairment of goodwill128,755 12,500  
Non-cash loss on retirement of fixed assets47 79  
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable8,916 9,691 (1,665)
Prepaid expenses and other current assets(471)10,070 5,761 
Other assets10,866 (12,811)(13,260)
Accounts payable(6,896)(7,175)10,865 
Accrued expenses and other liabilities(6,188)(14,013)(9,660)
Deferred revenue(5,518)(4,989)5,575 
Net cash provided by operating activities49,943 29,979 41,738 
Investing activities
Purchase of property and equipment(1,220)(866)(1,115)
Purchase business combinations, net of cash acquired (62,356)(92,417)
Net cash used in investing activities(1,220)(63,222)(93,532)
Financing activities
Payments on finance leases  (12)
Payments of debt costs(221)(203)(122)
Payments on notes payable(40,400)(5,400)(5,400)
Stock repurchases and retirement(14,060)  
Issuance of Series A Convertible Preferred stock, net of issuance costs 110,445  
Taxes paid related to net share settlement of equity awards(1,091)(1,576)(982)
Issuance of common stock, net of issuance costs5 191 274 
Additional consideration paid to sellers of businesses(5,617)(9,306)(1,938)
Net cash provided by (used in) financing activities(61,384)94,151 (8,180)
Effect of exchange rate fluctuations on cash567 (1,413)(897)
Change in cash and cash equivalents(12,094)59,495 (60,871)
Cash and cash equivalents, beginning of period248,653 189,158 250,029 
Cash and cash equivalents, end of period$236,559 $248,653 $189,158 
Supplemental disclosures of cash flow information:
Cash paid for interest, net of interest rate swaps$32,137 $29,120 $29,427 
Cash paid for taxes$7,106 $3,876 $2,846 
Non-cash investing and financing activities:
Business combination consideration including holdbacks and earnouts
$ $8,126 $11,670 


See accompanying notes.
9


Upland Software, Inc.
Notes to Consolidated Financial Statements
1. Organization and Nature of Operations
Upland Software, Inc. (“Upland,” “we,” “us,” “our,” or the “Company”), a Delaware corporation, is a provider of cloud-based software that enables organizations to plan, manage and execute projects and work. Upland’s cloud offerings address a broad range of software needs, from strategic planning to task execution in the following functional areas: Sales, Marketing, Contact Center, Knowledge Management, Project Management, Information Technology, Business Operations, and Human Resources and Legal.
To support continued growth, Upland intends to pursue acquisitions within its cloud offerings of complementary technologies and businesses. Upland expects that this will expand its product offerings, customer base and market access, resulting in increased benefits of scale. Consistent with Upland’s growth strategy, Upland has made a total of 31 acquisitions in the 12 years ended December 31, 2023.
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes in the Company’s accounting policies since December 31, 2022.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates.
Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of February 22, 2024, the date of issuance of this Annual Report on Form 10-K. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments.
Accounts Receivable and Allowance for Credit Losses
The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment due upon receipt of invoice. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so.
To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts.

10


The following table presents the changes in the allowance for credit losses (in thousands):
Year Ended December 31,
202320222021
Balance at beginning of year$1,158 $1,107 $1,465 
Provision for credit losses(569)556 694 
Writeoffs, net of recoveries and other(17)(505)(1,052)
Balance at end of year$572 $1,158 $1,107 
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. No individual customer represented more than 10% of total revenues or more than 10% of accounts receivable in the years ended December 31, 2023, 2022 or 2021.
Property and Equipment
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
3 - 5 years
Purchased software and licenses
3 - 5 years
Furniture and fixtures7 years
Leasehold improvementsLesser of estimated useful life or lease term
Business Combinations
We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for our acquisitions which requires the acquisition purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill.
Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to Acquisition-related expenses on our consolidated statement of operations.
Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology and trade names are valued using the relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset.
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The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions. Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. Contingent consideration typically includes earnout payments payable within 6 to 18 months of the date of acquisition based on attainment of certain performance goals. Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted, if necessary. Holdback and contingent consideration liabilities are recorded in Liabilities due to sellers of businesses on our consolidated balance sheet based on their estimated fair values. The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments. Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability. In the event a holdback is reduced subsequent to the finalization of purchase accounting, the reduction is recorded as a gain in Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability.
Goodwill Intangible Assets and Impairment Assessments
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. We assess Goodwill for impairment annually on October 1st, or more frequently when events or circumstances occur which could cause the Carrying Value (or GAAP basis book value) of our Company to exceed the estimated fair value of our Company.
As we operate as one reporting unit, the Goodwill impairment evaluation is performed at the consolidated entity level by comparing the estimated fair value of the Company to its Carrying Value. We first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its Carrying Value. Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its Carrying Value, then we perform a quantitative analysis using a fair-value-based approach to determine if the fair value of our reporting unit is less than its Carrying Value. See “Note 5. Goodwill and Other Intangible Assets” for more information regarding our 2023 and 2022 Goodwill impairments.
Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Each period the Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets.
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value. No indicators of impairment were identified during the years ended December 31, 2023, 2022 or 2021.

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Software Development Costs
Software development costs for software to be sold are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed. Software development costs associated with internal use software are incurred in three stages of development: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Eligible internal and external costs associated with significant upgrades and enhancements incurred during the application development stage are capitalized as property and equipment. During the years ended December 31, 2023, 2022 or 2021, there were no internal use software development costs capitalized under ASC 350-40, Internal-Use Software.
ASC 350-40 also requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. In accordance with ASC 350-40, (i) capitalized implementation costs are classified in the same balance sheet line item as the amounts prepaid for the related hosting arrangement; (ii) amortization of capitalized implementation costs are presented in the same income statement line item as the service fees for the related hosting arrangement; and (iii) cash flows related to capitalized implementation costs are presented within the same category of cash flow activity as the cash flows for the related hosting arrangement (i.e. operating activity).
As of December 31, 2023 and 2022, the net carrying value of capitalized implementation costs related to hosting arrangements that were incurred during the application development stage were not material. Capitalized implementation costs are amortized over the expected term of the arrangement and are amortized in the same line item on our consolidated statements of operations as the expense for fees for the associated hosting arrangement.
Debt Issuance Costs
The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense, net over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized debt issuance costs are recorded to Interest expense, net on our consolidated statement of operations. In 2023 and 2022, the Company had no write offs of debt issuance costs.
Derivatives
In 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. Until the termination of a portion of the interest rate swaps as described in “Note 7. Debt”, these interest rate swaps effectively converted $258.5 million and $522.5 million of our term loans as of December 31, 2023 and 2022, respectively, from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the remaining term of the debt.
ASC 815, Derivatives and Hedging, requires entities to recognize derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company assessed the effectiveness of the hedging relationship under the hypothetical derivative method and noted that all of the critical terms of the hypothetical derivative and hedging instrument were the same. The hedging relationship continues to limit the Company’s exposure to the variability in interest rates under the Company’s term loans and related cash outflows. As such, the Company has deemed this hedging relationship as highly effective in offsetting cash flows attributable to hedged risk (variability in forecasted monthly interest payments) for the term of the term loans and interest rate swap agreements. All derivative financial instruments are recorded at fair value as a net asset or liability on our consolidated balance sheets. As of December 31, 2023, the fair value of interest rate swaps included in Interest rate swap assets on our consolidated balance sheets was $14.3 million. As of December 31, 2022, the fair value of interest rate swaps included in Interest rate swap assets was $41.2 million.
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The change in the fair value of the hedging instruments is recorded in Interest Rate Swaps on our consolidated statements of comprehensive loss. Amounts deferred on interest rate swaps in our consolidated statements of comprehensive income will be reclassified to Interest expense, net on our consolidated statements of operations in the period in which the hedged item affects earnings. Cash flows from hedging instruments are classified in the same category as the cash flows for the underlying item being hedged within "Net cash provided by operating activities" on the consolidated statements of cash flows.

Fair Value of Financial Instruments
The Company recognizes financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.
Preferred Stock
In August 2022, the Company closed on the issuance and sale of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Company issued 115,000 shares of Series A Preferred Stock, par value $0.0001 per share, at a price of $1,000 per share, for an initial investment amount of $115.0 million. Pursuant to the Certification of Designation, cumulative preferred dividends accrue quarterly on the Series A Preferred Stock at a rate of (i) 4.5% per annum until but excluding the seven year anniversary of the closing, and (ii) 7.0% per annum on and after the seven year anniversary of the closing. See “Note 12. Series A Convertible Preferred Stock—Series A Convertible Preferred Stock” for further details.
The Series A Preferred Stock and cumulative preferred dividends, net of preferred issuance costs, is presented as Mezzanine Equity of $117.6 million as of December 31, 2023 in the Company’s consolidated balance sheets. The Series A Preferred Stock is classified as Mezzanine Equity because it is redeemable at the option of its holders (upon a deemed liquidation event as defined in “Note 12. Series A Convertible Preferred Stock—Series A Convertible Preferred Stock—Deemed Liquidation Event Redemption”) and has a condition for redemption that is not solely within the control of the issuer.
Revenue Recognition
Refer to “Note 14 Revenue Recognition” for a detailed discussion of accounting policies related to revenue recognition, including deferred revenue and deferred commissions.
Cost of Revenue
Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology, and hosting and infrastructure costs related to the delivery of the Company’s products and services.
Customer Relationship Acquisition Costs
Costs associated with the acquisition or origination of customer relationships are capitalized as customer relationship assets as incurred and amortized over the estimated life of the customer relationship. Refer to “Note 14. Revenue Recognition” for further discussion regarding deferred commissions.
Advertising Costs
Advertising costs are expensed in the period incurred. Advertising expenses were $2.0 million, $0.8 million and $0.9 million for the years ended December 31, 2023, 2022 or 2021, respectively. Advertising costs are recorded in Sales and marketing expenses on our consolidated statement of operations.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date.
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A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized.
The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries.
The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions. Interest and penalties are recorded as a component of income tax expense.
Leases
The Company determines if an arrangement is a lease at inception. This determination includes the review of contracts with third parties to identify the existence of potential embedded leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets.
ROU assets represent the Company's right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease ROU asset includes any initial direct costs incurred and is reduced for any tenant incentives. As the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
Stock-Based Compensation
We measure all share-based payments, including grants of options to purchase common stock and the issuance of restricted stock or restricted stock units to employees, service providers and board members, using the fair-value at grant date. We record forfeitures as they occur. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized on our consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period. We value restricted stock and restricted stock units at the closing price of our common stock on the grant date. We value stock option awards using the Black-Scholes option-pricing model. For the years ended December 31, 2023, 2022 and 2021, stock-based compensation awards consisted primarily of restricted stock and restricted stock units.
From time to time, we grant restricted stock units that also include performance or market-based conditions (“PRSUs”). For PRSUs granted with a market condition, we use a Monte Carlo simulation analysis to value the award. Compensation expense for awards with marked-based conditions is recognized over the required service period of the grant based on the grant date fair value of the award and is not subject to fluctuation due to achievement of the underlying market-based condition.
Comprehensive Income (Loss)
The Company utilizes the guidance in ASC 220, Income Statement—Reporting Comprehensive Income, for the reporting and display of comprehensive income (loss) and its components in the consolidated financial statements. Comprehensive income (loss) consists of net loss, foreign currency translation adjustments for subsidiaries with functional currencies other than the United States dollar (“USD”), unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps. Refer to “Note 13. Stockholders' Equity—Accumulated Other Comprehensive Income (Loss)” for further discussion of the components of accumulated other comprehensive income (loss) for the years ended December 31, 2023, 2022 or 2021.
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Foreign Currency Transactions
The functional currency of our foreign subsidiaries are generally the local currencies. Results of operations for foreign subsidiaries are translated into USD using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into USD using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded as a separate component of the Company’s consolidated statements of stockholders' equity in accumulated other comprehensive loss. Assets and liabilities denominated in currencies other than the functional currency are remeasured using the current exchange rate for monetary accounts and historical exchange rates for non-monetary accounts, with exchange differences on remeasurement included in other expense, net in the accompanying statements of operations. For the years ended December 31, 2023, 2022 and 2021, net gains of $0.3 million, net losses of $1.0 million and net gains of $48.6 thousand, respectively, were recorded in Other expense, net on our consolidated statements of operations, related to remeasurement of foreign currency transactions.
We have foreign currency denominated intercompany loans that were used to fund the acquisition of foreign subsidiaries. Due to the long-term nature of the loans, the foreign currency gains (losses) resulting from remeasurement are recognized as a separate component of the Company’s consolidated statements of stockholders' equity in accumulated other comprehensive loss. During the years ended December 31, 2023, 2022 and 2021, a translation gain of $4.1 million, loss of $10.0 million, and loss of $0.6 million, respectively, were recognized as a component of accumulated other comprehensive income (loss) in the Company’s statements of stockholders’ equity, related to long-term intercompany loans.
Recent Accounting Pronouncements
Recently issued accounting pronouncements - Adopted
In March 2020, the Financial Standards Accounting Board (“FASB”) issued accounting standards update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We adopted ASU 2020-04 during the first quarter of 2023. On February 21, 2023, the Company entered into an amended and restated credit agreement to, among other things, provide for the replacement of LIBOR with the Secured Overnight Financing Rate (“SOFR”), an index measuring the cost of borrowing cash overnight collateralized by Treasury securities. The Company elected to apply the debt agreement modification expedients related to changes to the reference rate from LIBOR to SOFR in the Company's Credit Agreement, which it completed during the three months ended March 31, 2023. Application of these expedients allowed the Company to account for the modification as not substantial. As a result, the debt agreement modification was accounted for by prospectively adjusting the Credit Agreement’s effective interest rate, any existing unamortized debt discount was carried forward and continued to be amortized and no remeasurement of the Credit Agreement at the modification date was required.
The Company has also elected to apply the hedge accounting expedients and exceptions related to changes to the reference rate from LIBOR to SOFR in the Company's interest rate swaps, which it completed during the three months ended March 31, 2023. Application of these exceptions preserves the cash flow hedge designation of the interest rate swaps and the related accounting and presentation consistent with past presentation. The replacement of LIBOR with SOFR in the credit agreement did not have a material impact on the Company’s consolidated financial statements and related disclosures. See “Note—7. Debt” for additional information.
In August 2020, the FASB issued accounting standards update ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (the “ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning after December 15, 2021. The Company adopted this guidance in the first quarter of fiscal 2022 with an immaterial impact to the consolidated financial statements.
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In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current GAAP, an acquirer in a business combination is generally required to recognize and measure the assets it acquires and the liabilities it assumes at fair value on the acquisition date. The new guidance will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. These amendments are effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted ASU 2021-08 on January 1, 2023 and our adoption did not have a material impact on our consolidated financial statements.
Recently issued accounting pronouncements - Not Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

3. Acquisitions
The Company performs quantitative and qualitative analyses to determine the significance of each acquisition to its consolidated financial statements. As such, the acquisitions below were deemed to be insignificant on an individual and cumulative basis.
2023 Acquisitions
The Company had no acquisitions during the year ended December 31, 2023.
2022 Acquisitions
Acquisitions completed during the year ended December 31, 2022 include the following:
BA Insight - On February 22, 2022, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of BA Insight Inc., (“BA Insight”), a cloud-based enterprise knowledge management solution.
Objectif Lune - On January 07, 2022, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Objectif Lune Inc., a Quebec proprietary company (“Objectif Lune”), cloud-based document workflow product.
2021 Acquisitions
Acquisitions completed during the year ended December 31, 2021 include the following:
Panviva - On June 24, 2021, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Panviva Pty Ltd, an Australian proprietary company (“Panviva”), a cloud-based enterprise knowledge management solution.
BlueVenn - On February 28, 2021 the Company entered into an agreement to purchase the shares comprising the entire issued share capital of BlueVenn Group Limited, a company limited by shares organized and existing under the laws of England and Wales (“BlueVenn”), a cloud-based customer data platform.
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Second Street - On January 19, 2021, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Second Street Media, Inc., a Missouri corporation (“Second Street”), an audience engagement platform.
Consideration
The following table summarizes the consideration transferred for the acquisitions described above (in thousands):
BA InsightObjectif LunePanvivaBlueVennSecond Street
Cash$33,355 $29,750 $19,931 $53,535 $25,436 
Holdback(1)
645 5,250 3,517 2,429 5,000 
Contingent consideration(2)
   2,535 1,650 
Working capital and other adjustments
1,587 644 379 (537)(1,365)
Total consideration$35,587 $35,644 $23,827 $57,962 $30,721 
(1)Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Objectif Lune, Panviva, and Second Street, 15 months following closing for BA Insight and 18 months following the closing of BlueVenn. As of December 31, 2023, all of the holdbacks had been paid.
(2)Represents the acquisition date fair value of anticipated earnout payments which are based on the estimated probability of attainment of the underlying future performance-based conditions at the time of acquisition. The maximum potential payout for the BlueVenn and Second Street were $21.7 million and $3.0 million, respectively. As of March 31, 2022, the earnout payments for BlueVenn and Second Street were finalized resulting in no payments made. Refer to “Note 4. Fair Value Measurements” for further discussion regarding the calculation of fair value of acquisition related earnouts and subsequent payouts.
Fair Value of Assets Acquired and Liabilities Assumed
The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting, and has recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition.
The following condensed table presents the finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions closed in 2022 and 2021 (in thousands):
Final
BA InsightObjectif LunePanvivaBlueVennSecond Street
Year Acquired20222022202120212021
Cash$4 $745 $132 $1,115 $ 
Accounts receivable2,466 5,677 2,122 1,289 1,105 
Other current assets4,080 7,183 4,985 2,002 89 
Operating lease right-of-use asset110 1,905 197 1,357 489 
Property and equipment3 248 26 611 156 
Customer relationships10,500 17,717 9,757 18,888 14,600 
Trade name150 362 76 238 200 
Technology2,000 5,512 2,194 4,337 3,400 
Favorable leases 291    
Goodwill25,495 23,797 16,604 44,892 16,586 
Other assets25 744 33 24 13 
Total assets acquired
44,833 64,181 36,126 74,753 36,638 
Accounts payable(236)(2,001)(1,257)(2,772)(230)
Accrued expense and other(4,083)(9,431)(5,053)(2,429)(378)
Deferred tax liabilities (6,353)(2,395)(3,640)(4,320)
Deferred revenue(4,817)(8,847)(3,397)(6,593)(500)
Operating lease liabilities(110)(1,905)(197)(1,357)(489)
Total liabilities assumed
(9,246)(28,537)(12,299)(16,791)(5,917)
Total consideration$35,587 $35,644 $23,827 $57,962 $30,721 
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The Company uses third party valuation consultants to determine the fair values of assets acquired and liabilities assumed. Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method. Developed technology and trade names are valued using the relief-from-royalty method.
The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the year ended December 31, 2022 (in years):
Customer relationships7.0
Trade name2.0
Developed technology6.2
Favorable Leases6.3
Total weighted-average useful life6.8
During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to management’s estimates and assumptions.
The $127.4 million goodwill for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition. Goodwill deductible for tax purposes related to the above acquisitions was $6.6 million.
Total transaction costs incurred with respect to acquisition activity in the years ended December 31, 2023, 2022 and 2021 were nil, $4.6 million and $6.6 million, respectively. These costs are included in Acquisition-related expenses on our consolidated statement of operations.

4. Fair Value Measurements
Assets measured at fair value on a recurring basis are summarized below (in thousands):
 Fair Value Measurements at December 31, 2023
 Level 1Level 2Level 3Total
Assets:
Cash equivalents - money market funds$211,661 $ $ $211,661 
Interest rate swaps$ $14,270 $ $14,270 
Total$211,661 $14,270 $ $225,931 
 Fair Value Measurements at December 31, 2022
 Level 1Level 2Level 3Total
Assets:
Cash equivalents - money market funds$172,849 $ $ $172,849 
Interest rate swaps 41,168  41,168 
Total$172,849 $41,168 $ $214,017 
The Company’s cash equivalents - money market funds are measured at fair value using quoted market prices and active markets, therefore are categorized as Level 1.
In connection with entering into, and expanding, the Company's credit facility, as discussed further in “Note 7. Debt”, the Company entered into interest rate swaps. The fair value of these swaps are measured at the end of each interim reporting period based on the then assessed fair value and adjusted if necessary. As the fair value measure is based on the market approach, they are categorized as Level 2. As of December 31, 2023, the fair value of the interest rate swaps is included in the “Interest rate swap assets” on the Company's consolidated balance sheets.
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The Company’s other financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, and long–term debt. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The Company believes the carrying value of its long-term debt at December 31, 2023 approximates its fair value based on its variable interest rate feature and interest rates currently available to the Company. The estimated fair value and carrying value of the Company's debt, before debt discount, at December 31, 2023 and December 31, 2022 are $482.1 million and $522.5 million, respectively, based on valuation methodologies using interest rates currently available to the Company which are Level 2 inputs.

5. Goodwill and Other Intangible Assets
Changes in the Company’s Goodwill balance for each of the two years in the period ended December 31, 2023 are summarized in the table below (in thousands):
Balance at December 31, 2021$457,472 
Acquired in business combinations48,768 
Adjustment related to prior year business combinations
1,466 
Adjustment related to finalization of current year business combinations109 
Impairment of goodwill
(12,500)
Foreign currency translation adjustment(18,272)
Balance at December 31, 2022$477,043 
Adjustment related to prior year business combinations 415 
Impairment of goodwill
(128,755)
Foreign currency translation adjustment5,075 
Balance at December 31, 2023$353,778 
We performed a qualitative annual goodwill impairment test in October 2023 and concluded there was no impairment of Goodwill.
As a result of the decline of our stock price impacting our market capitalization during the quarters ended March 31, 2023 and December 31, 2022, we performed quantitative impairment evaluations, which resulted in a goodwill impairments of $128.8 million and $12.5 million during the quarters ended March 31, 2023 and December 31, 2022, respectively. Our quantitative goodwill impairment analysis applied two methodologies to estimate the Company’s fair value which were: a) a discounted cash flow method and b) a guideline public company method. The two methods generated similar results and indicated that the fair value of the Company was less than its carrying value. The discounted cash flow method requires significant judgments, including estimation of future cash flows, which is dependent on internally developed forecasts, estimation of the long-term rate of growth for our business, and determination of our weighted average cost of capital. Under the guideline public company method, we estimate fair value based on a market multiple of revenues and earnings derived for comparable publicly traded companies with similar operating characteristics as the Company. We did not record a goodwill impairment charge for the year ended December 31, 2021.
Intangible assets, net, include the estimated acquisition-date fair values of customer relationships, marketing-related assets and developed technology that the Company recorded as part of its business acquisitions purchases and from acquisitions of customer relationships. The following is a summary of the Company’s Intangible assets, net (in thousands):
Estimated Useful
Life (Years)
Gross
Carrying Amount
Accumulated
Amortization
Net Carrying
Amount
December 31, 2023
Customer relationships
1-10
$378,923 $222,436 $156,487 
Trade name
1.5-10
10,012 7,862 2,150 
Developed technology
4-9
94,103 70,582 23,521 
Favorable leases
6.3
$280 $89 $191 
Total intangible assets$483,318 $300,969 $182,349 
20


Estimated Useful
Life (Years)
Gross
Carrying Amount
Accumulated
Amortization
Net Carrying
Amount
December 31, 2022
Customer relationships
1-10
$372,162 $162,995 $209,167 
Trade name
1.5-10
9,837 6,728 3,109 
Developed technology
4-9
92,585 56,240 36,345 
Favorable leases6.3273 43 230 
Total intangible assets$474,857 $226,006 $248,851 
The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life.
Total amortization expense was $70.6 million, $54.6 million, and $50.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.
No impairment of intangible assets were recorded during the years ended December 31, 2023, 2022 and 2021.
As of December 31, 2023, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands):
Year ending December 31:Amortization
Expense
2024$54,232 
202539,163 
202636,934 
202728,028 
202818,284 
Thereafter5,708 
Total$182,349 

6. Income Taxes
The Company's loss from continuing operations before income taxes was as follows (in thousands):
Year Ended December 31,
202320222021
Loss before provision for income taxes:
United States$(117,208)$(40,818)$(53,981)
Foreign(65,159)(29,336)(12,575)
$(182,367)$(70,154)$(66,556)
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The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands):
Year Ended December 31,
202320222021
Current
Federal$ $ $ 
State901 971 363 
Foreign1,613 4,776 2,349 
Total Current$2,514 $5,747 $2,712 
Deferred
Federal$(468)$84 $(5,180)
State(771)1,062 (1,033)
Foreign(3,768)(8,634)(4,843)
Total Deferred(5,007)(7,488)(11,056)
(Benefit from) provision for income taxes$(2,493)$(1,741)$(8,344)
As of December 31, 2023 the Company had total net operating loss carryforwards of approximately $304.2 million consisting of $256.0 million and $48.2 million related to the U.S federal and foreign net operating loss carryforwards, respectively. $200.0 million of the U.S. federal net operating loss carryforwards are related to year prior to 2018 and begin to expire in 2024. The remaining $56.0 million carryforward indefinitely. In addition, $48.0 million of foreign net operating loss carryforwards carry forward indefinitely, and the remainder will expire beginning in 2041. In addition, as of December 31, 2023, the Company had research and development credit carryforwards of approximately $4.0 million which will expire beginning in 2024, if not utilized. Utilization of the U.S. federal net operating losses and tax credits may be subject to substantial annual limitation due to the “change of ownership” provisions of the Internal Revenue Code of 1986. The annual limitation will result in the expiration of approximately $155.0 million of U.S. federal net operating losses and $4.0 million of credit carryforwards before utilization.
22


Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes are as follows (in thousands):
As of December 31,
202320222021
Deferred tax assets:
Accrued expenses and allowances$583 $1,640 $2,197 
Deferred revenue571 608 536 
Stock compensation489 612 1,558 
Net operating loss and tax credit carryforwards40,222 52,149 53,388 
Disallowed interest expense carryforwards17,670 17,181 15,654 
Capital expenses66 295 321 
Tax credit carryforwards 348  
Lease liability960 2,139 2,340 
Unrealized losses  1,974 
Research and development expenses13,247 6,243  
Other410 461 638 
Valuation allowance (41,259)(20,482)(28,627)
Net deferred tax assets$32,959 $61,194 $49,979 
Deferred tax liabilities:
Prepaid expenses$ $(161)$(272)
Intangible assets(36,342)(54,153)(59,092)
Goodwill(2,850)(7,382)(6,570)
Tax credit carryforwards(15) (99)
Right of use asset(670)(1,504)(1,330)
Unrealized gains(4,049)(10,705) 
Deferred commissions(5,003)(5,705)(5,409)
Net deferred tax liabilities$(48,929)$(79,610)$(72,772)
Net deferred taxes$(15,970)$(18,416)$(22,793)
Due to the uncertainty surrounding the timing of realizing the benefits of its favorable tax attributes in future tax returns, the Company has placed a valuation allowance against its net deferred tax assets, exclusive of goodwill. During the year ended December 31, 2023, the valuation allowance increased by $20.8 million and during the year ended December 31, 2022 the valuation allowance decreased by $8.1 million. The valuation allowance for the year ended December 31, 2023 increased $7.1 million due to the tax effect of items recorded in other comprehensive income with the remaining increase of $13.7 million related primarily to current U.S., U.K. and Australia operations, which have current year losses. The valuation allowance for the year ended December 31, 2022 decreased by $13.0 million due to the tax effect of items recorded in other comprehensive income which is partially offset with the remaining increase of approximately $4.9 million related primarily to current operations.
At December 31, 2023, we did not provide deferred income taxes on temporary differences resulting from earnings of certain foreign subsidiaries which are indefinitely reinvested. The reversal of these temporary differences could result in additional tax; however, it is not practicable to estimate the amount of any unrecognized deferred income tax liabilities at this time. Deferred income taxes are provided as necessary with respect to earnings that are not indefinitely reinvested.
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The Company’s provision for income taxes differs from the expected tax expense (benefit) computed by applying the statutory federal income tax rate to income before taxes due to the following:
Year Ended December 31,
 202320222021
Federal statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal benefit1.1 %(0.2)%1.5 %
Tax credits %0.6 %0.6 %
Effect of foreign operations(0.4)%0.1 %(0.6)%
Stock compensation(2.2)%(9.5)%(5.4)%
Disallowed excess executive compensation  %(0.6)%(5.3)%
Goodwill impairment(12.5)%(3.6)% %
Permanent items and other(0.3)%(0.5)%0.1 %
Change in valuation allowance(5.9)%(6.9)%1.1 %
Change in tax rates0.6 %2.1 %(2.6)%
Australia tax basis uplift % %2.1 %
1.4 %2.5 %12.5 %
Under ASC 740-10, Income Taxes - Overall, the Company periodically reviews the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. The Company uses a “more likely than not” criterion for recognizing an asset for unrecognized income tax benefits or a liability for uncertain tax positions. The Company has determined it has an immaterial exposure related to uncertain tax positions as of December 31, 2023. The $0.8 million exposure at December 31, 2022 was released in 2023 due to a lapse in the statute of limitations for a Canadian exposure. To the extent the Company is required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability.
A reconciliation of the beginning and ending amount of unrecognized tax exposure is as follows (in thousands):
Balance at December 31, 2021$772 
Additions for tax positions of prior years45 
Balance at December 31, 2022$817 
Reductions for tax positions of prior years(817)
Balance at December 31, 2023$ 
The Company’s assessment of its unrecognized tax benefits is subject to change as a function of the Company’s financial statement audit.
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2023, the Company has not accrued any interest or penalties related to uncertain tax positions.
The Company and its subsidiaries file tax returns in the U.S. federal jurisdiction and in several state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years ending before December 31, 2019 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2018.  The Company is not currently under audit for federal, state or any foreign jurisdictions. US operating losses generated in years prior to 2019 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized.
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7. Debt
Long-term debt consisted of the following at December 31, 2023 and December 31, 2022 (in thousands):
December 31,
20232022
Senior secured loans (includes unamortized discount of $5,376 and $7,467 based on an imputed interest rate of 7.6% and 5.8%, at December 31, 2023 and December 31, 2022, respectively)
$476,674 $514,983 
Less current maturities(3,172)(3,136)
Total long-term debt$473,502 $511,847 
Credit Facility
In 2019, the Company entered into a credit agreement (the “Credit Facility”) which provided for (i) a fully-drawn $350 million, 7 year, senior secured term loan facility (the “Term Loan”) and (ii) a term loan facility to be established under the Credit Facility in an aggregate principal amount of $190.0 million (the “2019 Incremental Term Loan” and together with the Term Loan, the “Term Loans”) and (iii) a $60 million, 5 year, revolving credit facility (the “Revolver”) that was fully available as of December 31, 2023.
Revolver
Loans under the Revolver are available up to $60 million, of which none is currently outstanding. The Revolver provides a sub facility whereby the Company may request letters of credit (the “Letters of Credit”) in an aggregate amount not to exceed, at any one time outstanding, $10.0 million for the Company. The aggregate amount of outstanding Letters of Credit are reserved against the credit availability under the Maximum Revolver Amount. The Company incurs a 0.50% per annum unused line fee on the unborrowed balance of the Revolver which is paid quarterly.
Loans under the Revolver may be borrowed, repaid and reborrowed until August 6, 2024 (the “Maturity Date”), at which time all amounts borrowed under the Revolver must be repaid. As of December 31, 2023, the Company had no borrowings outstanding under the Revolver or related sub facility.
Payment terms
The Term Loans are repayable on a quarterly basis beginning on December 31, 2019 by an amount equal to 0.25% (1.00% per annum) of the aggregate principal amount of such loan. Any amount remaining unpaid is due and payable in full on August 6, 2026 (the “Term Loan Maturity Date”).
Initially, at the option of the Company, the Term Loans (including the 2019 Incremental Term Loan) accrued interest at a per annum rate based on (i) the Base Rate plus a margin of 2.75% or (ii) the rate (not less than 0.00%) for Eurodollar deposits quoted on the LIBOR01 or LIBOR02 pages on the Reuters Screen, or as otherwise determined in accordance with the Credit Facility (based on a period equal to 1, 2, 3 or 6 months or, if available and agreed to by all relevant Lenders and the Agent, 12 months or such period of less than 1 month) plus a margin of 3.75%. The Base Rate for any day was a rate per annum equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds effective rate (not less than 0.00%) in effect on such day plus ½ of 1.00%, and (ii) the Eurodollar rate for a one month interest period beginning on such day plus 1.00%. On February 21, 2023, the Company entered into an amendment to its Credit Facility. The amendment amended the interest rate benchmark from LIBOR to SOFR. Other than the foregoing, the material terms of the Credit Agreement remain unchanged. After giving effect to the interest rate swaps described below, $258.5 million of the Term Loans has an effective annualized fixed interest rate of 5.4%, and the remaining principal outstanding at December 31, 2023 has a floating interest rate of 9.2%
Accrued interest is paid quarterly or, with respect to Term Loans that are accruing interest based on the Federal Funds Effective Rate, at the end of the applicable interest rate period.
On August 31, 2023, the Company prepaid $35.0 million of the Term Loans.
25


Interest rate swaps
In 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. Until the termination of a portion of the interest rate swaps as described below, these interest rate swaps effectively converted the entire balance of the Company's $540.0 million original principal Term Loans from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the 7-year term of debt. The interest rate associated with our undrawn $60 million Revolver remains floating.
In August 2023, the Company sold $259.9 million of the notional amount of its interest rate swap assets back to the counterparties for $20.5 million, reducing the total notional amount of the interest rate swap assets to $259.9 million. The $20.5 million gain in accumulated other comprehensive income related to the $259.9 million amount sold is being released to interest expense, net as interest is accrued on the Company’s variable-rate debt over the remaining term of the Term Loans as a decrease to interest expense, net, the amortization of which totaled $2.5 million for the year ended December 31, 2023.
As discussed above, on September 1, 2023, the Company prepaid $35.0 million of the Term Loans. As a result of this prepayment, $2.8 million of the deferred gain in accumulated comprehensive income was released immediately into earnings as interest expense, net.
In the next twelve months, the Company estimates that $5.9 million will be reclassified from Accumulated other comprehensive income (loss) to Interest expense, net on our consolidated statement of operations.
Amounts reported in accumulated other comprehensive income related to the Company's derivatives are reclassified to interest expense, net as interest is accrued on the Company’s variable-rate debt. The impact of the Company’s derivative financial instruments on its consolidated statements of comprehensive loss was as follows (in thousands):
Year Ended December 31
202320222021
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps$(6,434)$49,577 $21,623 
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net(5,289)  
Total Other comprehensive income (loss) on interest rate swaps
$(11,723)$49,577 $21,623 
Cash interest costs averaged 7.2%, 5.4%, and 5.4% for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, the Company had $5.4 million of unamortized debt issuance costs associated with the Credit Facility. These issuance costs will be amortized to Interest expense, net on our consolidated statement of operations, over the term of the Credit Facility.
Covenants
The Credit Facility contains customary affirmative and negative covenants. The negative covenants limit the ability of the Loan Parties to, among other things (in each case subject to customary exceptions for a credit facility of this size and type):
Incur additional indebtedness or guarantee indebtedness of others;
Create liens on our assets;
Make investments, including certain acquisitions;
Enter into mergers or consolidations;
Dispose of assets;
Pay dividends and make other distributions on the Company’s capital stock, and redeem and repurchase the Company’s capital stock;
Enter into transactions with affiliates; and
Prepay indebtedness or make changes to certain agreements.
The Credit Facility has no financial covenants as long as less than 35% of the Revolver is drawn as of the last day of any fiscal quarter. If 35% of the Revolver is drawn as of the last day of a given fiscal quarter, the Company will be required to maintain a Total Leverage Ratio (the ratio of funded indebtedness as of such date less the amount of unrestricted cash and cash equivalents of the Company and its guarantors in an amount not to exceed $50.0 million, to Adjusted EBITDA (calculated on a pro forma basis including giving effect to any acquisition)), measured on a quarter-end basis for each four consecutive fiscal quarters then ended, of not greater than 6.00 to 1.00.
26


The Credit Facility contains customary events of default subject to customary cure periods for certain defaults that include, among others, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness, change in control, bankruptcy and insolvency defaults and material judgment defaults. The occurrence of an event of default could result in the acceleration of Term Loans and Revolver and a right by the agent and lenders to exercise remedies. At the election of the lenders, a default interest rate shall apply on all obligations during an event of default, at a rate per annum equal to 2.00% above the applicable interest rate. The Term Loan and Revolver are secured by substantially all of the Company's assets.
As of December 31, 2023 the Company was in compliance with all covenants under the Credit Facility.
Debt Maturities
Under the terms of the Credit Facility, future debt maturities of long-term debt excluding debt discounts at December 31, 2023 are as follows (in thousands):        
Year ending December 31:Amount
2024$5,400 
20255,400 
2026471,250 
Total debt outstanding$482,050 
Less unamortized discount5,376 
Total debt outstanding, net of discount$476,674 

8. Net Loss Per Share
We compute loss per share of our Common Stock and Series A Preferred Stock using the two-class method. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. We consider our Series A Preferred Stock to be a participating security, as its holders are entitled to fully participate in any dividends or other distributions declared or paid on our Common Stock on an as-converted basis.
The following table sets for the computations of net loss per share:
Year Ended December 31,
 (In thousands, except share and per share amounts)202320222021
Numerators:
Net loss
$(179,874)$(68,413)$(58,212)
Preferred stock dividends and accretion(5,347)(1,846) 
Net loss attributable to common stockholders$(185,221)$(70,259)$(58,212)
Denominator:
Weighted–average common shares outstanding, basic and diluted32,074,906 31,528,881 30,295,769 
Net loss per common share, basic and diluted
$(5.77)$(2.23)$(1.92)
Due to the net losses incurred for the years ended December 31, 2023, 2022 and 2021, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. The Company adopted ASU 2020-06 on January 1, 2022 as detailed in “Note 2. Basis of Presentation and Summary of Significant Accounting Policies—Recent Accounting Pronouncements—Recently issued accounting pronouncements - Adopted.” As such, the Company is required to use the application of the if-converted method for calculating diluted earnings per share on our Series A Preferred Stock. The Company applies the treasury stock method for calculating diluted earnings per share on our stock options, restricted stock awards, restricted stock units and performance restricted stock units.
27


The following table sets forth the anti-dilutive common share equivalents excluded from the weighted-average shares used to calculate diluted net loss per common share:
 Year Ended December 31,
 202320222021
Stock options149,914 154,321 227,605 
Restricted stock units1,758,847 1,509,273 1,379,747 
Performance restricted stock units100,000 93,750 63,537 
Series A Preferred Stock on an as-converted basis(1)
6,982,493 6,676,923  
Total anti–dilutive common share equivalents8,991,254 8,434,267 1,670,889 
(1) Per ASU 2020-06, the Company is applying the if-converted method to calculated diluted earnings per share. As of December 31, 2023, the Series A Preferred Stock plus accumulated dividends totaled $122.2 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “Note 12. Series A Convertible Preferred Stock”

9. Leases
Operating Leases
The Company leases office space under operating leases that expire between 2024 and 2029. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis.
Finance Leases
The current and long-term portion of finance lease obligations are included in Accrued expenses and other current liabilities and Other long-term liabilities line items on the consolidated balance sheet, respectively. The Company has had no finance lease agreements since December 31, 2021.
Lease Expense
Total office rent expense for the years ended December 31, 2023, 2022 and 2021 were approximately $1.4 million, $2.5 million and $6.2 million, respectively. The $2.5 million office rent expense in 2022 includes approximately $1.1 million of transformation charges in conjunction with the closures of the BA Insight and Objectif Lune offices as we continue to consolidate and integrate these acquisitions. The $6.2 million office rent expense in 2021 includes approximately $4.4 million of transformation charges in conjunction with the closures of the the Panviva, BlueVenn, Second Street and Localytics offices as we continue to consolidate and integrate these acquisitions.
The Company has entered into sublease agreements related to excess office space as a result of the Company's transformation activities related to its acquisitions. The Company’s current sublease agreements terminate in 2027. For the years ended December 31, 2023, 2022 and 2021, the Company recognized rental income on subleases, as offsets to rental expense, of $1.8 million, $1.4 million and $1.1 million, respectively. Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $2.5 million related to these subleases as of December 31, 2023.
The components of lease expense were as follows (in thousands):
 Year Ended December 31,
20232022
Operating lease cost$3,243 3,959 
Sublease income(1,762)(1,428)
Total lease expense$1,481 2,531 
28


Other information about lease amounts recognized on our consolidated financial statements is summarized as follows:
 Year Ended December 31,
20232022
Cash paid for amounts included in the measurement of lease liabilities (in thousands):
Operating cash flows from operating leases
$3,908 $4,658 
Right-of-use assets obtained in exchange for lease obligations (in thousands):
Operating leases
$653 $1,943 
Weighted average remaining lease term (in years):
Operating leases
2.23.2
Weighted average discount rate
Operating leases
6.2 %5.4 %
As of December 31, 2023, the Company no longer had any finance lease agreements. Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):
Operating
Leases
2024$2,540 
20251,013 
2026520 
2027122 
202852 
Thereafter12 
Total minimum lease payments4,259 
Less amount representing interest(311)
Present value of lease liabilities$3,948 
Operating lease liabilities, current2,351 
Operating lease liabilities, noncurrent1,597 
Total lease liabilities$3,948 

10. Commitments and Contingencies
Purchase Commitments
The Company has purchase commitments related to hosting services, third-party technology used in the Company's solutions and for other services the Company purchases as part of normal operations. In certain cases these arrangements require a minimum annual purchase commitment.
Future minimum payments for purchase commitments are as follows (in thousands):
YearPurchase Commitments
2024$22,852 
20257,326 
Thereafter 
Total minimum payments$30,178 
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Litigation
In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. As of December 31, 2023, the Company is not involved in any current or pending legal proceedings that it believes may have a material adverse effect on its consolidated financial position or results of operations.
In addition, when we acquire companies, we require that the sellers provide industry standard indemnification for breaches of representations and warranties contained in the acquisition agreement and we will withhold payment of a portion of the purchase price for a period of time in order to satisfy any claims that we may make for indemnification. In certain transactions, we agree with the sellers to purchase a representation and warranty insurance policy that will pay such claims for indemnification. From time to time we may have one or more claims for indemnification pending. Similarly, we may have one or more ongoing negotiations related to the amount of an earnout. Gain contingencies related to indemnification claims are not recognized on our consolidated financial statements until realized.

11. Property and Equipment, Net
Property and equipment consisted of the following (in thousands) at:
December 31,
20232022
Equipment$5,722 $6,211 
Furniture and fixtures 279 355 
Leasehold improvements836 1,037 
Accumulated depreciation(4,905)(5,773)
Property and equipment, net$1,932 $1,830 
Amortization of assets recorded under finance leases is included with depreciation expense. Depreciation and amortization expense on Property and equipment, net was $1.4 million, $1.5 million and $2.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company recorded no impairment of property and equipment during the years ended December 31, 2023, 2022 and 2021. During the years ended December 31, 2023, 2022 and 2021, we recognized a $47.0 thousand, $79.0 thousand and nil losses on disposal of assets related primarily to leasehold improvements associated with the consolidation and integration of prior year acquisitions.

12. Series A Convertible Preferred Stock
On July 14, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Ulysses Aggregator, LP (the “Purchaser”), an affiliate of HGGC, LLC, to issue and sell at closing 115,000 shares of Series A Preferred Stock of the Company, par value $0.0001 per share, at a price of $1,000 per share (the “Initial Liquidation Preference”) for an aggregate purchase price of $115.0 million (the “Investment”). The Company is using the proceeds of the Investment for general corporate purposes and transaction-related fees and expenses.
On August 23, 2022 (the “Closing Date”), the closing of the Investment (the “Closing”) occurred, and the Series A Preferred Stock was issued to the Purchaser. In connection with the issuance of the Series A Preferred Stock, the Company incurred direct and incremental expenses comprised of transaction fees, and financial advisory and legal expenses (the “Series A Preferred Stock Issuance Costs”), which reduced the carrying value of the Series A Preferred Stock. Total Series A Preferred Stock Issuance Costs totaled $4.6 million.
Contemporaneous with the Closing Date, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration Rights Agreement”) and the Company filed a Certificate of Designation (the “Certificate of Designation”) setting out the powers, designations, preferences, and other rights of the Series A Preferred Stock with the Secretary of State of the State of Delaware in connection with the Closing. Pursuant to the Registration Rights Agreement, the Purchaser has certain customary registration rights with respect to any shares of Series A Preferred Stock or the common stock of the Company issuable upon conversion of the Series A Preferred Stock, including rights with respect to the filing of a shelf registration statement, underwritten offering rights and piggy back rights.
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Dividend Provisions
The Series A Preferred Stock rank senior to the Company’s common stock with respect to payment of dividends and rights on the distribution of assets on any liquidation, dissolution or winding up of the affairs of the Company. The Series A Preferred Stock has an Initial Liquidation Preference of $1,000 per share, representing an aggregate Liquidation Preference (as defined below) of $1,000 upon issuance. Holders of the Series A Preferred Stock are entitled to the dividend at the rate of 4.5% per annum, within first seven years after the Closing Date regardless of whether declared or assets are legally available for the payment. Such dividends shall accrue and compound quarterly in arrears from the date of issuance of the shares. The dividend rate will increase to 7.0% on the seven-year anniversary of the Closing Date. The dividend can be paid, in the Company’s sole discretion, in cash or dividend in kind by adding to the Liquidation Preference of each share of Series A Preferred Stock outstanding. On June 7, 2023, the stockholders of the Company authorized, for purposes of complying with Nasdaq Listing Rules 5635(b) and (d), the issuance of shares of Common Stock underlying shares of Series A Preferred Stock in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior to the issuance of such Series A Preferred Stock (including upon the operation of anti-dilution provisions contained in the Certificate of Designation designating the terms of such Series A Preferred Stock). The Series A Preferred Stock is also entitled to fully participate in any dividends paid to the holders of common stock in cash, in stock or otherwise, on an as-converted basis. The Series A Preferred Stock had accrued unpaid dividends of $7.2 million as of December 31, 2023.
Liquidation Rights
In the event of any Liquidation, holders of the Series A Preferred Stock are entitled to receive an amount per share equal to the greater of (1) the Initial Liquidation Preference per share plus any accrued or declared but unpaid dividends on such shares (the “Liquidation Preference”) or (2) the amount payable if the Series A Preferred Stock were converted into common stock. The Series A Preferred Stock will have distribution and liquidation rights senior to all other equity interests of the Company. As of December 31, 2023, the Liquidation Preference of the Series A Preferred Stock was $122.2 million.
Optional Redemption
On or after the 7th anniversary of the original issue date of the Series A Preferred Stock, the Company has the right to redeem any outstanding shares of the Series A Preferred Stock for a cash purchase price equal to 105% of the Liquidation Preference plus accrued and unpaid dividends as of the date of redemption.
Deemed Liquidation Event Redemption
Upon a fundamental change, holders of the Series A Preferred Stock have the right to require the Company to repurchase any or all of its Series A Preferred Stock for cash equal to the greater of (1) 105% of the Liquidation Preference plus the present value of the dividend payments the holders would have been entitled to through the fifth anniversary of the issue date and (2) the amount that such Preferred Stock would have been entitled to receive as if converted into common shares immediately prior to the fundamental change.
A fundamental change (“Deemed Liquidation Event”) is defined as either the direct or indirect sale, lease, transfer, conveyance or other disposition of all or substantially all the properties or assets of the Company and its subsidiaries to any third party or the consummation of any transaction, the result of which is that any third party or group of third parties become the beneficial owner of more than 50% of the voting power of the Company.
Voting Rights
The Series A Preferred Stock will vote together with the Common Shares on all matters and not as a separate class (except as specifically provided in the Certificate of Designation or as otherwise required by law) on an as-if-converted basis.
The holders of the Series A Preferred Stock will have the right to elect one member of the Board of Directors for so long as holders of the Series A Preferred Stock own in the aggregate at least 5% of the shares of common stock on a fully diluted basis.
In addition, the holders of the Series A Preferred Stock will have the right to elect one non-voting observer to the Board of Directors for so long as they hold at least 10% of the shares of Convertible Preferred Stock outstanding as of the date of the issue date.
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Conversion Feature
The Series A Preferred Stock may be converted, at any time in whole or in part at the option of the holder into a number of shares of common stock equal to the quotient obtained by dividing the sum of the Liquidation Preference plus all accrued and unpaid dividends by the conversion price of $17.50 (the “Conversion Price”). The Conversion Price is subject to adjustment in the following events:
Stock splits and combinations
Tender offers or exchange offers
Distribution of rights, options, or warrants at a price per share that is less than the average of the last reported sale prices per share of Common Stock for the ten consecutive trading days
Spin-offs and other distributed property
Issuance of equity-linked securities at a price per share less than the conversion price
Anti-Dilution Provisions
The Series A Preferred Stock has customary anti-dilution provisions for stock splits, stock dividends, mergers, sales of significant assets, and reorganization events and recapitalization transactions or similar events, and weighted average anti-dilution protection, subject to customary exceptions for issuances pursuant to current or future equity-based incentive plans or arrangements (including upon the exercise of employee stock options).

13. Stockholders' Equity
Common and Preferred Stock
At the Company’s annual meeting on June 7, 2023, the stockholders of the Company adopted a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”). Among other things, the Certificate of Amendment amended the Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock, from 50,000,000 to 75,000,000.
The common stock has a par value of $0.0001 per share. Each share of common stock is entitled to one vote at all meetings of stockholders. The number of authorized shares of common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Company representing a majority of the votes represented by all outstanding shares of capital stock of the Company entitled to vote. The holders of common stock are also entitled to receive dividends, when, if and as declared by our board of directors, whenever funds are legally available therefore, subject to the priority rights of any outstanding preferred stock.
See “Note 12. Series A Convertible Preferred Stock” for a description of our Series A Preferred Stock, which is the only class of preferred stock outstanding.
Registration Statements
2022 S-3
On October 21, 2022 we filed a resale registration statement on Form S-3 (File No. 333-267973) (the “2022 S-3”), on behalf of the Purchaser and pursuant to the Registration Rights Agreement, which became effective on November 1, 2022 and covers (i) the issued Series A Preferred Stock and (ii) the number of shares of the Company’s common stock issuable upon conversion of such Series A Preferred Stock, which amount includes and assumes that dividends on the Series A Preferred Stock are paid by increasing the Liquidation Preference of the Series A Preferred Stock for a period of sixteen dividend payment periods from the initial issuance date. See “Note 12. Series A Convertible Preferred Stock” for further details.
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Share repurchase program
On September 1, 2023, the Board of Directors authorized a stock repurchase program (the “Share Repurchase Plan”) in the aggregate amount of up to $15.0 million. In October 2023, the Board of Directors authorized an increase to the Share Repurchase Plan to allow the Company to repurchase up to an additional $10 million of shares. The Share Repurchase Plan allows the Company to repurchase shares of its issued and outstanding Common Stock, from time to time in the open market or otherwise (including in negotiated transactions, open market transactions, through accelerated share repurchase, through indirect purchases of Common Stock such as by using derivatives or in other transactions) in each case in accordance with applicable securities laws, so long as the aggregate purchase price paid for such transactions does not exceed $25 million for all such purchases. The Share Repurchase Plan does not have a specified expiration date. Accordingly, unless terminated earlier by resolution of the Board, the Share Repurchase Plan will expire when the Company has repurchased all shares authorized for repurchase.
In fiscal year 2024, the Company’s net stock repurchases are subject to a 1 percent excise tax under the Inflation Reduction Act. The excise tax is included as a reduction to accumulated deficit in the consolidated statements of stockholders equity. Total accrued excise tax of $0.1 million is included in total cost of shares repurchases, excluded from average cost per share and excluded from total cash paid during the year ended December 31, 2023 as amounts were unpaid at year end.
During the year ended December 31, 2023, the Company repurchased and subsequently retired 3,245,100 shares of Common Stock, for a total of $14.2 million under the Share Repurchase Plan, inclusive of excise tax and other costs directly related to the repurchased shares. As of December 31, 2023, approximately $10.8 million remained available for additional share repurchases. The Company is not obligated to acquire any particular amount of Common Stock and may modify or suspend the repurchases at any time in the Company’s discretion.

Tax Benefit Preservation Plan and Preferred Stock Purchase Rights
On May 2, 2023, our Board of Directors authorized and declared a dividend of one preferred stock purchase right (a “Right”) for each outstanding share of Common Stock of the Company as of May 12, 2023 (the “Record Date”). 32,441,010 Rights were issued to the holders of record of shares of Common Stock. The description and terms of the Rights are set forth in a Tax Benefit Preservation Plan, dated as of May 2, 2023, as the same may be amended from time to time (the “Plan”), between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent.
By adopting the Plan, the Board of Directors is seeking to protect the Company’s ability to use its net operating loss carryforwards (“NOLs”) and other tax attributes to offset potential future income tax liabilities. The Company’s ability to use such NOLs and other tax attributes would be substantially limited if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code (the “Code”). Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more “five percent stockholders” increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last “ownership change” experienced by the Company. The Plan is intended to make it more difficult for the Company to undergo an ownership change by deterring any person from acquiring 4.9% or more of the outstanding shares of stock without the approval of the Board of Directors. The Board of Directors believes it is in the best interest of the Company and its stockholders to reduce the likelihood of an ownership change, which could harm the Company’s future operating results by effectively increasing the Company future tax liabilities.
The Rights trade with, and are inseparable from, the Common Stock, and the record holders of shares of Common Stock are the record holders of the Rights. The Rights are evidenced only by certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) that represent shares of Common Stock. Rights will also be issued in respect of any shares of Common Stock that shall become outstanding after the Record Date (including upon conversion of any shares of Series A Preferred Stock of the Company) and, subject to certain exceptions specified in the Plan, prior to the earlier of the Distribution Date (as defined below) and the Expiration Date (as defined below).
The Rights are not exercisable until the Distribution Date. After the Distribution Date, each Right will be exercisable to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred”), at a purchase price of $18.00 per one one-thousandth of a share of Series B Preferred (the “Purchase Price”), subject to adjustment as provided in the Plan.
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The “Distribution Date” is the earlier of (i) the close of business on the tenth day after the public announcement that a person or group has become an Acquiring Person (as defined below) or that discloses information which reveals the existence of an Acquiring Person or such earlier date as a majority of the Board shall become aware of the existence of an Acquiring Person (the date described in this clause (i), the “Stock Acquisition Date”) and (ii) the close of business on the tenth business day (or such later date as the Board of Directors shall determine prior to such time as any person or group becomes an Acquiring Person) after the date that a tender or exchange offer by any person is commenced, the consummation of which would result in such person becoming an Acquiring Person. A person or group becomes an “Acquiring Person” upon acquiring beneficial ownership of 4.9% or more of the outstanding shares of Common Stock, except in certain situations specified in the Plan.
The Rights will expire on the earliest of (a) the close of business on May 1, 2024, (b) the time at which the Rights are redeemed or exchanged pursuant to the Plan, or (c) the time at which the Board of Directors determines that the Tax Benefits are utilized in all material respects or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the Tax Benefits, or materially impair the amount of the Tax Benefits that could be used by the Company in any particular time period, for applicable tax purposes (such earliest date, the “Expiration Date”).
Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company by virtue of holding such Right, including, without limitation, the right to vote and to receive dividends.
The Board of Directors may adjust the Purchase Price, the number of shares of Series B Preferred issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Series B Preferred or Common Stock or certain other specified transactions. No adjustments to the Purchase Price of less than 1% are required to be made.
In connection with the adoption of the Plan, the Board of Directors approved a Certificate of Designations of the Series B Junior Participating Preferred Stock (the “Certificate of Designations”). The Certificate of Designations was filed with the Secretary of State of the State of Delaware on May 2, 2023.
Each one one-thousandth of a share of Series B Preferred, if issued:
Will not be redeemable.
Will entitle holders to quarterly dividend payments of $0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the dividend paid on one share of Common Stock, whichever is greater.
Will entitle holders upon liquidation either to receive $0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the payment made on one share of Common Stock, whichever is greater.
Will have the same voting power as one share of Common Stock.
If shares of Common Stock are exchanged as a result of a merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Common Stock.
Accumulated Other Comprehensive Income (Loss)
Comprehensive income (loss) consists of two elements, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) items are recorded in the stockholders’ equity section on our consolidated balance sheets and excluded from net income (loss). Other comprehensive income (loss) consists primarily of foreign currency translation adjustments for subsidiaries with functional currencies other than the USD, unrealized translation gains (losses) on intercompany loans with foreign subsidiaries, and unrealized gains (losses) on interest rate swaps.
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The following table shows the ending balance of the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section on our consolidated balance sheets at the dates indicated (in thousands):
December 31,
20232022
Other comprehensive income (loss)
Foreign currency translation adjustment$(19,947)$(22,632)
Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes(3,330)(7,426)
Unrealized gain on interest rate swaps14,270 41,168 
Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net
15,175  
Total accumulated other comprehensive income (loss)$6,168 $11,110 
The Unrealized translation gain on intercompany loans with foreign subsidiaries as of December 31, 2023 is net of unrealized income tax expense of $1.6 million. The income tax expense (benefit) allocated to each component of other comprehensive income (loss) for all other periods and components was not material.
Stock Compensation Plans
The Company maintains two stock-based compensation plans, the 2010 Stock Option Plan (the “2010 Plan”) and the 2014 Stock Option Plan (the “2014 Plan”), which are described below.
2010 Plan
At December 31, 2023, there were 27,939 options outstanding under the 2010 Plan. Following the effectiveness of the Company’s 2014 Plan in November 2014, no further awards have been made under the 2010 Plan, although each option previously granted under the 2010 Plan will remain outstanding subject to its terms. Any such shares of common stock that are subject to awards under the 2010 Plan which are forfeited or lapse unexercised and would otherwise have been returned to the share reserve under the 2010 Plan instead will be available for issuance under the 2014 Plan.
2014 Plan
In November 2014, the Company adopted the 2014 Plan, providing for the granting of incentive stock options, as defined by the Internal Revenue Code, to employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to employees, directors and consultants. The 2014 Plan also provides for the automatic grant of option awards to our non-employee directors. As of December 31, 2023, there were 121,975 options outstanding under the 2014 Plan, and 737,581 shares of common stock reserved for issuance under the 2014 Plan. The number of shares available for issuance under the 2014 Plan will be increased annually through 2024 in an amount equal to the least of (i) 4% of the outstanding Shares on the last day of the immediately preceding Fiscal Year or (ii) such number of Shares determined by the Board. At December 31, 2023, there were 1,758,847 restricted stock units and 100,000 performance based restricted stock units outstanding under the 2014 Plan.
Under both the 2010 Plan and 2014 Plan, options granted to date generally vest over a three or four year period, with a maximum term of ten years. Shares issued upon any stock option exercise and restricted under the 2010 Plan or 2014 Plan will be issued from the Company's authorized but unissued shares.    
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Share-based Compensation
The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands):
Year Ended December 31,
202320222021
Cost of revenue$952 $1,984 $2,088 
Research and development2,463 2,733 3,085 
Sales and marketing2,059 4,239 5,957 
General and administrative (1)
17,400 32,646 42,743 
Total$22,874 $41,602 $53,873 
(1)For the year ended December 31, 2021, a former executive resigned from his positions that resulted in stock-based compensation of $6.3 million related to the acceleration and deemed modification of the unvested portion of grants held at the time of transition. In accordance with ASC 718, Compensation—Stock Compensation, the fair value of these awards were modified and all related expense accelerated on the date of modification as a result of the reduction in required service.
Our income tax benefits recognized from stock-based compensation arrangements in each of the periods presented were immaterial due to cumulative losses and valuation allowances.
Restricted Stock Units (“RSU”)
During the year ended December 31, 2023 the Company granted restricted stock units under its 2014 Stock Incentive Plan, in lieu of restricted stock awards, primarily for stock plan administrative purposes.
Performance-Based Restricted Stock Units (“PRSU”)
In 2023 and 2022, fifty percent of the awards granted to our Chief Executive Officer were PRSUs. The 2023 and 2022 PRSU agreements provide that the quantity of units subject to vesting may range from 0% to 300% of the units granted per the table below based on the Company's absolute total shareholder return (“TSR”) at the end of the thirty-six and eighteen month performance periods, respectively. At the end of the performance period, the 2022 PRSU resulted in no units granted.
The following table summarizes PRSU and RSU activity during the year ended December 31, 2023 :
Number of UnitsWeighted-Average Grant Date Fair Value
Unvested restricted units outstanding as of December 31, 20221,603,023 $21.33 
Granted1,850,357 7.66 
Vested(1,189,806)17.72 
Forfeited(1)
(404,727)22.60 
Unvested restricted units outstanding as of December 31, 20231,858,847 $9.76 
(1)Includes forfeited awards related to the 2022 PRSUs. At June 30, 2023, or the end of the performance period for the 2022 PRSUs, none of the awards vested.
The total fair value of the RSUs vested during the years ended December 31, 2023, 2022 and 2021 was approximately $5.0 million, $13.9 million and $28.2 million, respectively. As of December 31, 2023, $16.0 million of unrecognized compensation cost related to unvested restricted stock units (including performance based awards) is expected to be recognized over a weighted-average period of 1.77 years.
The PRSU and RSU activity table above includes PRSU units granted that are based on a 100% target payout.
The total fair value of PRSUs vested during the years ended December 31, 2023, 2022 and 2021 was nil , nil  and $5.6 million, respectively.
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Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the year ended December 31, 2023 and year ended December 31, 2022 are as follows:
December 31, 2023December 31, 2022
Expected volatility55.5%49.5%
Risk-free interest rate4.4%0.7%
Remaining performance period (in years)2.861.46
Dividend yield
Stock Option Activity
Stock option activity during the year ended December 31, 2023 is as follows:
Number of
Options
Outstanding
Weighted–
Average
Exercise
Price
Weighted–
Average
Remaining
Contractual Term (in Years)
Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022154,321 $11.19 
Options granted  
Options exercised(3,026)1.78 
Options forfeited
Options expired(1,381)4.42 
Outstanding at December 31, 2023149,914 $11.44 2.38$ 
Options vested and expected to vest at December 31, 2023149,914 $11.44 2.39$ 
Options vested and exercisable at December 31, 2023149,914 $11.44 2.38$ 
The aggregate intrinsic value of options exercised at December 31, 2023, 2022, and 2021, was approximately nil, $0.6 million, and $1.1 million, respectively. All of the Company’s outstanding stock options were fully vested as of December 31, 2019.
As of December 31, 2022, there was no remaining unrecognized compensation cost related to stock options.

14. Revenue Recognition
Revenue Recognition Policy
Revenue is recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when made available to the customers. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of sales credits and allowances. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.
Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers:
Identification of the contract with a customer
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, the Company satisfies a performance obligation
Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenue within a single operating segment.
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Subscription and Support Revenue
The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer. As our customers have access to use our solutions over the term of the contract agreement we believe this method of revenue recognition provides a faithful depiction of the transfer of services provided. Our subscription contracts are generally 1 to 3 years in length. Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or subscription and support revenue, depending on whether the revenue recognition criteria have been met. Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as subscription and support revenue at the end of each month and is invoiced concurrently. Subscription and support revenue includes revenue related to the Company’s digital engagement application which provides short code connectivity for its two-way short message service (“SMS”) programs and campaigns. As discussed further in the “Principal vs. Agent Considerations” section below, the Company recognizes revenue related to these messaging-related subscription contracts on a gross basis.
Perpetual License Revenue
The Company also records revenue from the sales of proprietary software products under perpetual licenses. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. The Company’s products do not require significant customization.
Professional Services Revenue
Professional services provided with subscription and support licenses and perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenue from professional services are recognized over time as such services are performed. Revenue for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenue for consumption-based services are generally recognized as the services are performed.
Performance Obligations and Standalone Selling Price
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting. The Company has contracts with customers that often include multiple performance obligations, usually including professional services sold with either individual or multiple subscriptions or perpetual licenses. For these contracts, the Company records individual performance obligations separately if they are distinct by allocating the contract's total transaction price to each performance obligation in an amount based on the relative standalone selling price (“SSP”) of each distinct good or service in the contract. We only include estimated amounts of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.
A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, historical standalone sales, customer demographics, geographic locations, and the number and types of users within our contracts.
Principal vs. Agent Considerations
The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for vendor reseller agreements and messaging-related subscription agreements. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company's control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers, and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement.
Generally, the Company reports revenue from vendor reseller agreements on a gross basis, meaning the amounts billed to customers are recorded as revenue, and expenses incurred are recorded as cost of revenue. As the Company is primarily obligated in its messaging-related subscription contracts, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, we have concluded it is appropriate to record revenue on a gross basis with related pass-through telecom messaging costs incurred from third parties recorded as cost of revenue. Revenue provided from agreements in which the Company is an agent are immaterial.
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Contract Balances
The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, and deferred revenue. Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in unbilled receivables, which are expected to be billed during the succeeding twelve-month period and are recorded in Unbilled receivables in our consolidated balance sheets. A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. We recognize contract liabilities as revenue upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenue during the succeeding twelve-month period are recorded in Deferred revenue and the remaining portion is recorded in Deferred revenue, noncurrent on the accompanying consolidated balance sheets at the end of each reporting period.
Deferred revenue primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for maintenance and other services, as well as initial subscription fees. We recognize deferred revenue as revenue when the services are performed, and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Our payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, we require payment before the products or services are delivered to the customer.
Unbilled Receivables
Unbilled receivables represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for software licenses already delivered and professional services already performed, but invoiced in arrears and for which the Company believes it has an unconditional right to payment. As of December 31, 2023 and 2022 unbilled receivables were $2.7 million and $5.3 million, respectively.
Deferred Commissions
Sales commissions earned by our sales force, and related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer. Deferred commissions and other costs for new customer contracts are capitalized upon contract signing and amortized on a systematic basis that is consistent with the transfer of goods and services over the expected life of the customer relationships, which has been determined to be approximately 6 years. The expected life of our customer relationships is based on historical data and management estimates, including estimated renewal terms and the useful life of the associated underlying technology. Commissions paid on renewal contracts are not commensurate with commissions paid on new customer contracts, as such, deferred commissions related to renewals are capitalized and amortized over the estimated contractual renewal term of 18 months. We utilized the 'portfolio approach' practical expedient, which allows entities to apply the guidance to a portfolio of contracts with similar characteristics as the effects on the financial statements of this approach would not differ materially from applying the guidance to individual contracts. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded as Deferred commissions, current, and the remainder is recorded as Deferred commissions, noncurrent, in our consolidated balance sheets. Amortization expense is included in sales and marketing expenses on our consolidated statements of operations. Deferred commissions are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable consistent with the Company's long-lived assets policy as described in “Note 2. Basis of Presentation and Summary of Significant Accounting Policies”. No indicators of impairment of deferred commissions were identified during the years ended December 31, 2023, 2022 or 2021.
The following table presents the activity impacting deferred commissions for the year ended December 31, 2023 (in thousands):
Deferred Commissions
Deferred commissions balance at December 31, 2022$24,755 
   Capitalized deferred commissions11,350 
   Amortization of deferred commissions(13,108)
Deferred commissions balance at December 31, 2023$22,997 
Amortization of deferred commissions in excess of amounts capitalized for the year ended December 31, 2023 was $1.8 million.
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Deferred Revenue
Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met.
Deferred revenue is mainly unearned revenue related to subscription services and support services. During the year ended December 31, 2023, we recognized $102.3 million and $3.7 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period.
Remaining Performance Obligations
As of December 31, 2023, approximately $268.6 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 68% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.
Disaggregated Revenue
The Company disaggregates revenue from contracts with customers by geography and revenue generating activity, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customers' users are located. The ship-to country is generally the same as the billing country. The Company has operations primarily in the U.S., United Kingdom and Canada. Information about these operations is presented below (in thousands):
Year Ended December 31,
202320222021
Revenues:
Subscription and support:
   United States$201,252 $211,440 $205,882 
   United Kingdom37,004 41,728 45,673 
   Canada13,644 17,304 13,870 
   Other International29,654 27,415 22,196 
      Total subscription and support revenue281,554 297,887 287,621 
Perpetual license:
   United States2,654 3,284 1,840 
   United Kingdom589 425 11 
   Canada199 264 109 
   Other International2,635 2,975 190 
      Total perpetual license revenue6,077 6,948 2,150 
Professional services:
   United States5,961 6,871 8,104 
   United Kingdom1,318 2,269 2,666 
   Canada827 947 410 
   Other International2,115 2,381 1,065 
      Total professional service revenue10,221 12,468 12,245 
Total revenue$297,852 $317,303 $302,016 

15. Employee Benefit Plans
The Company has established various international defined contribution plans and one voluntary defined contribution retirement plan qualifying under Section 401(k) of the Internal Revenue Code. The Company made no material contributions to the 401(k) plans for the years ended December 31, 2023, 2022 and 2021.

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16. Segment and Geographic Information
ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. It defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer is considered to be our CODM. Our CODM manages the business as a multi-product business that utilizes its model to deliver software products to customers regardless of their geography or IT environment. Operating results are reviewed by the CODM primarily at the consolidated entity level for purposes of making resource allocation decisions and for evaluating financial performance. Accordingly, we considered ourselves to be in a single operating and reporting segment structure.
Revenue
See “Note 14 Revenue Recognition—Disaggregated Revenue” for a detail of revenue by geography.
Identifiable Long-Lived Assets
December 31,
20232022
Identifiable long-lived assets:
United States$713 $879 
United Kingdom152 252 
Canada680 390 
Other International387 309 
Total identifiable long-lived assets$1,932 $1,830 

41


Item 9A.    Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) of the Exchange Act, our management, including our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial officer, respectively), has evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2023.
At the time our Original Form 10-K was filed, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of December 31, 2023. Subsequent to the Original Form 10-K filing, our management, including our Chief Executive Officer and Chief Financial Officer, reevaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such reevaluation, the Company’s management, under the oversight of the Chief Executive Officer and Chief Financial Officer, determined that the Company’s internal control over financial reporting was not effective as of that date due to the identification of a material weakness as described below.
Notwithstanding the identified material weakness, our Chief Executive Officer and Chief Financial Officer concluded that our consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of the Original Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in conformity with U.S. GAAP.
Management Report on Internal Control Over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Prior to the Original Form 10-K filing, management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023, using the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“2013 COSO framework”). Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. This assessment is supported by testing and monitoring performed by our internal audit and finance personnel utilizing the 2013 COSO framework. Based on that assessment of those established criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
Subsequent to the Original Form 10-K filing, management, including our Chief Executive Officer and Chief Financial Officer, reevaluated the effectiveness of our internal control over financial reporting using the 2013 COSO framework. Based on such reevaluation, the Company’s management, under the oversight of the Chief Executive Officer and Chief Financial Officer, determined that the Company’s internal control over financial reporting was not effective as of December 31, 2023 due to a material weakness in the design and operation of a management review control over prospective financial information used in the Company’s goodwill impairment assessment, and specifically, not sufficiently performing and documenting the reasonableness of significant assumptions used therein.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness did not result in any misstatement of our consolidated financial statements or disclosures for the year ended December 31, 2023, included in our Original Form 10-K, and accordingly, we have concluded that the consolidated financial statements and other financial information included in our Original Form 10-K present fairly in all material respects the Company’s financial position, results of operations, and cash flows. This material weakness therefore does not require any adjustments to those consolidated financial statements.
The independent registered public accounting firm of Ernst & Young LLP, as auditors of the Company’s consolidated financial statements, has issued a revised attestation report on the effectiveness of the Company’s internal control over financial reporting, included in this Amendment.
42


Remediation Plan
Our management is committed to maintaining a strong internal control environment. In response to the material weakness identified above, management, with the oversight of the Audit Committee of the Board of Directors, has evaluated the material weakness described above and designed a remediation plan to enhance our internal control environment. To remediate the material weakness, we plan to enhance the design, including the precision, of management’s review control over prospective financial information used in the Company’s goodwill impairment assessment, and specifically, the evaluation of significant assumptions utilized in the development of that prospective financial information. In addition, we will retain incremental evidence of the execution of such procedures.
Changes in Internal Control over Financial Reporting
Except for the material weakness as described above, there were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

43



Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Upland Software, Inc.

Opinion on Internal Control Over Financial Reporting
We have audited Upland Software, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013 framework (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Upland Software, Inc. (the Company) has not maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
In our report dated February 22, 2024, we expressed an unqualified opinion that the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. Management has subsequently identified a deficiency in controls over prospective financial information used in the Company’s goodwill impairment assessment, and has further concluded that such deficiency represented a material weakness as of December 31, 2023. As a result, management has revised its assessment, as presented in the accompanying Management's Report on Internal Control over Financial Reporting, to conclude that the Company’s internal control over financial reporting was not effective as of December 31, 2023. Accordingly, our present opinion on the effectiveness of internal control over financial reporting as of December 31, 2023, as expressed herein, is different from that expressed in our previous report.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management's assessment. Management has identified a material weakness in the design and operation of a management review control over prospective financial information used in the goodwill impairment assessment.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated February 22, 2024, except for the effect of the material weakness described in the second paragraph above, as to which the date is November 7, 2024, which expressed an unqualified opinion on those financial statements.

Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

44


Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Austin, Texas
February 22, 2024, except for the effect of the material weakness described in the third paragraph above, as to which the date is November 7, 2024.

PART IV
Item 15.    Exhibits and Financial Statement Schedules
(a) Financial Statements
The financial statements filed as part of this Annual Report on Form 10-K are listed on the “Index to Consolidated Financial Statements” included in “Item 8. Financial Statements and Supplementary Data” herein.
(b) Financial Statement Schedules
All schedules have been omitted because they are not required or because the required information is otherwise included in the consolidated financial statements or notes thereto set forth under Item 8 above.
(c) Exhibits
See Exhibit Index at the end of this Annual Report on Form 10-K, which is incorporated by reference.

45


EXHIBIT INDEX
Exhibit
No.
Description of Exhibit
101*Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.
(1) The material contained in Exhibit 32.1 and Exhibit 32.2 is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the Company specifically incorporates it by reference.
46


SIGNATURES
Pursuant to the requirement of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Upland Software, Inc.
Date:   November 7, 2024 By:/s/ John T. McDonald
John T. McDonald
Chief Executive Officer and Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John T. McDonald and Michael D. Hill and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: 
SignatureTitleDate
/s/ John T. McDonald
Chief Executive Officer and Chairman
November 7, 2024
John T. McDonald
(Principal Executive Officer)
/s/ Michael D. Hill
Chief Financial Officer and Treasurer
November 7, 2024
Michael D. Hill
(Principal Financial Officer and Principal Accounting Officer)
/s/Timothy W. Mattox
Director
November 7, 2024
Timothy W. Mattox
/s/ David D. May
Director
November 7, 2024
David D. May
/s/ Stephen E. Courter
Director
November 7, 2024
Stephen E. Courter
/s/ Teresa M. Walsh
Director
November 7, 2024
Teresa M. Walsh
/s/ David H.S. Chung
Director
November 7, 2024
David H.S. Chung

47

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:           
(1)Registration Statement (Form S-3 No. 333-267973) of Upland Software, Inc.,
(2)Registration Statement (Forms S-8 No. 333-279970, 333-276434, 333-270221, 333-263201, 333-253613, 333-236945, 333-230628, 333-223902, 333-217049, 333-211560, 333-203574, and 333-199961) pertaining to the 2024 Omnibus Incentive Plan, 2014 Equity Incentive Plan as amended, and the Amended and Restated 2010 Stock Plan of Upland Software, Inc.;
of our reports dated February 22, 2024, except for the effect of the material weakness as to which the date is November 7, 2024, with respect to the consolidated financial statements of Upland Software, Inc. and the effectiveness of internal control over financial reporting of Upland Software, Inc. included in this Annual Report (Form 10-K/A) of Upland Software, Inc. for the year ended December 31, 2023.

/s/ Ernst & Young LLP
Austin, Texas
November 7, 2024






Exhibit 31.1
CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John T. McDonald, certify that:
1.I have reviewed this Annual Report on Form 10-K of Upland Software, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 7, 2024
 
/s/ John T. McDonald
 John T. McDonald
 Chief Executive Officer
 (Principal Executive Officer)



Exhibit 31.2
CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael D. Hill, certify that:
1.I have reviewed this Annual Report on Form 10-K of Upland Software, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2024
 
/s/ Michael D. Hill
 Michael D. Hill
 Chief Financial Officer
 (Principal Financial Officer)




Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Upland Software, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John T. McDonald, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 7, 2024
 
/s/ John T. McDonald
John T. McDonald
Chief Executive Officer



Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Upland Software, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael D. Hill, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 7, 2024
 
/s/ Michael D. Hill
Michael D. Hill
Chief Financial Officer


v3.24.3
Cover - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2023
Feb. 20, 2024
Jun. 30, 2023
Entity Listings [Line Items]      
Document Type 10-K/A    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-36720    
Entity Registrant Name Upland Software, Inc.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 27-2992077    
Entity Address, Address Line One 401 Congress Ave.    
Entity Address, Address Line Two Suite 1850    
Entity Address, City or Town Austin    
Entity Address, State or Province TX    
Entity Address, Postal Zip Code 78701    
City Area Code 512    
Local Phone Number 960-1010    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 108.9
Entity Common Stock, Shares Outstanding   28,855,055  
Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement related to its 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2024 Proxy Statement was filed with the U.S. Securities and Exchange Commission on April 26, 2024 (File No. 001-36720).    
Entity Central Index Key 0001505155    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
Common Stock      
Entity Listings [Line Items]      
Title of 12(b) Security Common Stock, par value $0.0001 per share    
Trading Symbol UPLD    
Security Exchange Name NASDAQ    
Preferred Stock Purchase Rights      
Entity Listings [Line Items]      
Title of 12(b) Security Preferred Stock Purchase Rights    
No Trading Symbol Flag true    
Security Exchange Name NASDAQ    
v3.24.3
Audit Information
12 Months Ended
Dec. 31, 2023
Audit Information [Abstract]  
Auditor Name Ernst & Young LLP
Auditor Location Austin, Texas
Auditor Firm ID 42
v3.24.3
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 236,559 $ 248,653
Accounts receivable, net of allowance for credit losses 38,765 47,594
Deferred commissions, current 10,429 10,961
Unbilled receivables 2,701 5,313
Income tax receivable, current 3,775 542
Prepaid expenses and other current assets 8,004 8,232
Total current assets 300,233 321,295
Tax credits receivable 1,657 2,411
Property and equipment, net 1,932 1,830
Operating lease right-of-use asset 2,929 5,719
Intangible assets, net 182,349 248,851
Goodwill 353,778 477,043
Deferred commissions, noncurrent 12,568 13,794
Interest rate swap assets 14,270 41,168
Other assets 308 1,348
Total assets 870,024 1,113,459
Current liabilities:    
Accounts payable 8,137 14,939
Accrued compensation 7,174 7,393
Accrued expenses and other current liabilities 7,050 10,644
Deferred revenue 102,763 106,465
Liabilities due to sellers of businesses 0 5,429
Operating lease liabilities, current 2,351 3,205
Current maturities of notes payable (includes unamortized discount of $2,228 and $2,264 at December 31, 2023 and December 31, 2022, respectively) 3,172 3,136
Total current liabilities 130,647 151,211
Notes payable, less current maturities (includes unamortized discount of $3,148 and $5,203 at December 31, 2023 and December 31, 2022, respectively) 473,502 511,847
Deferred revenue, noncurrent 3,860 4,707
Operating lease liabilities, noncurrent 1,597 4,947
Noncurrent deferred tax liability, net 16,025 18,416
Other long-term liabilities 461 1,170
Total liabilities 626,092 692,298
Series A Convertible Preferred stock, 0.0001 par value; 5,000,000 shares authorized: 115,000 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 117,638 112,291
Stockholders’ equity:    
Common stock, $0.0001 par value; $75,000,000 and 50,000,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively; $29,908,407 and $32,221,855 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 3 3
Additional paid-in capital 608,995 606,755
Accumulated other comprehensive income 6,168 11,110
Accumulated deficit (488,872) (308,998)
Total stockholders’ equity 126,294 308,870
Total liabilities, convertible preferred stock and stockholders’ equity $ 870,024 $ 1,113,459
Common stock authorized (in shares) 75,000,000 50,000,000
v3.24.3
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Unamortized discount, current $ 2,228 $ 2,264
Unamortized discount, noncurrent $ 3,148 $ 5,203
Series A convertible preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Series A convertible preferred stock, authorized (in shares) 5,000,000 5,000,000
Series A convertible preferred stock, issued (in shares) 115,000 115,000
Series A convertible preferred stock, outstanding (in shares) 115,000 115,000
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock authorized (in shares) 75,000,000 50,000,000
Common stock issued (in shares) 29,908,407 32,221,855
Common stock outstanding (in shares) 29,908,407 32,221,855
v3.24.3
Consolidated Statements of Operations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Total revenue $ 297,852 $ 317,303 $ 302,016
Total cost of revenue 96,361 103,741 99,453
Gross profit 201,491 213,562 202,563
Operating expenses:      
Sales and marketing 64,342 59,416 55,097
Research and development 49,375 46,187 42,693
General and administrative 61,264 70,462 76,901
Depreciation and amortization 58,614 43,669 41,315
Acquisition-related expenses 3,060 21,556 21,234
Impairment of goodwill 128,755 12,500 0
Total operating expenses 365,410 253,790 237,240
Loss from operations (163,919) (40,228) (34,677)
Other expense:      
Interest expense, net (18,684) (29,145) (31,626)
Other income (expense), net 236 (781) (253)
Total other expense (18,448) (29,926) (31,879)
Loss before benefit from income taxes (182,367) (70,154) (66,556)
Benefit from income taxes 2,493 1,741 8,344
Net loss (179,874) (68,413) (58,212)
Preferred stock dividends (5,347) (1,846) 0
Net loss attributable to common stockholders, basic (185,221) (70,259) (58,212)
Net loss attributable to common stockholders, diluted $ (185,221) $ (70,259) $ (58,212)
Net loss per common share:      
Net loss per common share, basic (in dollars per share) $ (5.77) $ (2.23) $ (1.92)
Net loss per common share, diluted (in dollars per share) $ (5.77) $ (2.23) $ (1.92)
Weighted-average common shares outstanding, basic (in shares) 32,074,906 31,528,881 30,295,769
Weighted-average common shares outstanding, diluted (in shares) 32,074,906 31,528,881 30,295,769
Total product revenue      
Total revenue $ 287,631 $ 304,835 $ 289,771
Subscription and support      
Total revenue 281,554 297,887 287,621
Total cost of revenue 88,894 93,948 92,168
Perpetual license      
Total revenue 6,077 6,948 2,150
Professional services      
Total revenue 10,221 12,468 12,245
Total cost of revenue $ 7,467 $ 9,793 $ 7,285
v3.24.3
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Comprehensive Income [Abstract]      
Net loss $ (179,874) $ (68,413) $ (58,212)
Other comprehensive income (loss):      
Foreign currency gain (loss) translation adjustment 2,685 (16,975) (6,301)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries 4,096 (9,978) (602)
Interest rate swaps (11,723) 49,577 21,623
Other comprehensive income (loss): (4,942) 22,624 14,720
Comprehensive loss $ (184,816) $ (45,789) $ (43,492)
v3.24.3
Consolidated Statements of Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020 0        
Beginning balance at Dec. 31, 2020 $ 0        
Ending balance (in shares) at Dec. 31, 2021 0        
Ending balance at Dec. 31, 2021 $ 0        
Beginning balance (in shares) at Dec. 31, 2020   29,987,114      
Beginning balance at Dec. 31, 2020 306,615 $ 3 $ 515,219 $ (26,234) $ (182,373)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of stock under Company plans, net of shares withheld for tax (in shares)   1,109,434      
Issuance of stock under Company plans, net of shares withheld for tax (708)   (708)    
Stock-based compensation 53,873   53,873    
Foreign currency translation adjustment (6,301)     (6,301)  
Unrealized translation loss on intercompany loans with foreign subsidiaries (602)     (602)  
Interest rate swaps 21,623     21,623  
Net loss (58,212)       (58,212)
Ending balance (in shares) at Dec. 31, 2021   31,096,548      
Ending balance at Dec. 31, 2021 $ 316,288 $ 3 568,384 (11,514) (240,585)
Increase (Decrease) in Temporary Equity [Roll Forward]          
Issuance of Convertible Preferred Stock (in shares) 115,000        
Issuance of Convertible Preferred Stock $ 110,445        
Dividends accrued - Convertible Preferred Stock $ 1,846        
Ending balance (in shares) at Dec. 31, 2022 115,000        
Ending balance at Dec. 31, 2022 $ 112,291        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Dividends accrued - Convertible Preferred Stock (1,846)   (1,846)    
Issuance of stock under Company plans, net of shares withheld for tax (in shares)   1,125,307      
Issuance of stock under Company plans, net of shares withheld for tax (1,385)   (1,385)    
Stock-based compensation 41,602   41,602    
Foreign currency translation adjustment (16,975)     (16,975)  
Unrealized translation loss on intercompany loans with foreign subsidiaries (9,978)     (9,978)  
Interest rate swaps 49,577     49,577  
Net loss $ (68,413)       (68,413)
Ending balance (in shares) at Dec. 31, 2022 32,221,855 32,221,855      
Ending balance at Dec. 31, 2022 $ 308,870 $ 3 606,755 11,110 (308,998)
Increase (Decrease) in Temporary Equity [Roll Forward]          
Dividends accrued - Convertible Preferred Stock $ 5,347        
Ending balance (in shares) at Dec. 31, 2023 115,000        
Ending balance at Dec. 31, 2023 $ 117,638        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Dividends accrued - Convertible Preferred Stock (5,347)   (5,347)    
Issuance of stock under Company plans, net of shares withheld for tax (in shares)   931,652      
Issuance of stock under Company plans, net of shares withheld for tax (1,086)   (1,086)    
Stock repurchases and retirements (in shares)   (3,245,100)      
Stock repurchases and retirements (14,201)   (14,201)    
Stock-based compensation 22,874   22,874    
Foreign currency translation adjustment 2,685     2,685  
Unrealized translation loss on foreign currency denominated intercompany loans 4,096     4,096  
Interest rate swaps (11,723)     (11,723)  
Net loss $ (179,874)       (179,874)
Ending balance (in shares) at Dec. 31, 2023 29,908,407 29,908,407      
Ending balance at Dec. 31, 2023 $ 126,294 $ 3 $ 608,995 $ 6,168 $ (488,872)
v3.24.3
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Operating activities      
Net loss $ (179,874) $ (68,413) $ (58,212)
Adjustments to reconcile net loss to net cash provided by operating activities:      
Depreciation and amortization 71,985 56,146 52,928
Change in fair value of liabilities due to sellers of businesses 0 (75) (4,510)
Deferred income taxes (4,209) (7,075) (11,179)
Amortization of deferred costs 13,170 12,198 8,948
Foreign currency re-measurement loss (538) (12) 25
Non-cash interest, net and other income, net (2,976) 2,256 2,249
Non-cash stock-based compensation expense 22,874 41,602 53,873
Impairment of goodwill 128,755 12,500 0
Non-cash loss on retirement of fixed assets 47 79 0
Changes in operating assets and liabilities, net of purchase business combinations:      
Accounts receivable 8,916 9,691 (1,665)
Prepaid expenses and other current assets (471) 10,070 5,761
Other assets 10,866 (12,811) (13,260)
Accounts payable (6,896) (7,175) 10,865
Accrued expenses and other liabilities (6,188) (14,013) (9,660)
Deferred revenue (5,518) (4,989) 5,575
Net cash provided by operating activities 49,943 29,979 41,738
Investing activities      
Purchase of property and equipment (1,220) (866) (1,115)
Purchase business combinations, net of cash acquired 0 (62,356) (92,417)
Net cash used in investing activities (1,220) (63,222) (93,532)
Financing activities      
Payments on finance leases 0 0 (12)
Payments of debt costs (221) (203) (122)
Payments on notes payable (40,400) (5,400) (5,400)
Stock repurchases and retirement (14,060) 0 0
Issuance of Series A Convertible Preferred stock, net of issuance costs 0 110,445 0
Taxes paid related to net share settlement of equity awards (1,091) (1,576) (982)
Issuance of common stock, net of issuance costs 5 191 274
Additional consideration paid to sellers of businesses (5,617) (9,306) (1,938)
Net cash provided by (used in) financing activities (61,384) 94,151 (8,180)
Effect of exchange rate fluctuations on cash 567 (1,413) (897)
Change in cash and cash equivalents (12,094) 59,495 (60,871)
Cash and cash equivalents, beginning of period 248,653 189,158 250,029
Cash and cash equivalents, end of period 236,559 248,653 189,158
Supplemental disclosures of cash flow information:      
Cash paid for interest, net of interest rate swaps 32,137 29,120 29,427
Cash paid for taxes 7,106 3,876 2,846
Non-cash investing and financing activities:      
Business combination consideration including holdbacks and earnouts $ 0 $ 8,126 $ 11,670
v3.24.3
Organization and Nature of Operations
12 Months Ended
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Nature of Operations
1. Organization and Nature of Operations
Upland Software, Inc. (“Upland,” “we,” “us,” “our,” or the “Company”), a Delaware corporation, is a provider of cloud-based software that enables organizations to plan, manage and execute projects and work. Upland’s cloud offerings address a broad range of software needs, from strategic planning to task execution in the following functional areas: Sales, Marketing, Contact Center, Knowledge Management, Project Management, Information Technology, Business Operations, and Human Resources and Legal.
To support continued growth, Upland intends to pursue acquisitions within its cloud offerings of complementary technologies and businesses. Upland expects that this will expand its product offerings, customer base and market access, resulting in increased benefits of scale. Consistent with Upland’s growth strategy, Upland has made a total of 31 acquisitions in the 12 years ended December 31, 2023.
v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes in the Company’s accounting policies since December 31, 2022.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates.
Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of February 22, 2024, the date of issuance of this Annual Report on Form 10-K. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments.
Accounts Receivable and Allowance for Credit Losses
The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment due upon receipt of invoice. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so.
To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts.
The following table presents the changes in the allowance for credit losses (in thousands):
Year Ended December 31,
202320222021
Balance at beginning of year$1,158 $1,107 $1,465 
Provision for credit losses(569)556 694 
Writeoffs, net of recoveries and other(17)(505)(1,052)
Balance at end of year$572 $1,158 $1,107 
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. No individual customer represented more than 10% of total revenues or more than 10% of accounts receivable in the years ended December 31, 2023, 2022 or 2021.
Property and Equipment
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
3 - 5 years
Purchased software and licenses
3 - 5 years
Furniture and fixtures7 years
Leasehold improvementsLesser of estimated useful life or lease term
Business Combinations
We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for our acquisitions which requires the acquisition purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill.
Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to Acquisition-related expenses on our consolidated statement of operations.
Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology and trade names are valued using the relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset.
The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions. Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. Contingent consideration typically includes earnout payments payable within 6 to 18 months of the date of acquisition based on attainment of certain performance goals. Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted, if necessary. Holdback and contingent consideration liabilities are recorded in Liabilities due to sellers of businesses on our consolidated balance sheet based on their estimated fair values. The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments. Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability. In the event a holdback is reduced subsequent to the finalization of purchase accounting, the reduction is recorded as a gain in Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability.
Goodwill Intangible Assets and Impairment Assessments
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. We assess Goodwill for impairment annually on October 1st, or more frequently when events or circumstances occur which could cause the Carrying Value (or GAAP basis book value) of our Company to exceed the estimated fair value of our Company.
As we operate as one reporting unit, the Goodwill impairment evaluation is performed at the consolidated entity level by comparing the estimated fair value of the Company to its Carrying Value. We first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its Carrying Value. Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its Carrying Value, then we perform a quantitative analysis using a fair-value-based approach to determine if the fair value of our reporting unit is less than its Carrying Value. See “Note 5. Goodwill and Other Intangible Assets” for more information regarding our 2023 and 2022 Goodwill impairments.
Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Each period the Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets.
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value. No indicators of impairment were identified during the years ended December 31, 2023, 2022 or 2021.
Software Development Costs
Software development costs for software to be sold are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed. Software development costs associated with internal use software are incurred in three stages of development: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Eligible internal and external costs associated with significant upgrades and enhancements incurred during the application development stage are capitalized as property and equipment. During the years ended December 31, 2023, 2022 or 2021, there were no internal use software development costs capitalized under ASC 350-40, Internal-Use Software.
ASC 350-40 also requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. In accordance with ASC 350-40, (i) capitalized implementation costs are classified in the same balance sheet line item as the amounts prepaid for the related hosting arrangement; (ii) amortization of capitalized implementation costs are presented in the same income statement line item as the service fees for the related hosting arrangement; and (iii) cash flows related to capitalized implementation costs are presented within the same category of cash flow activity as the cash flows for the related hosting arrangement (i.e. operating activity).
As of December 31, 2023 and 2022, the net carrying value of capitalized implementation costs related to hosting arrangements that were incurred during the application development stage were not material. Capitalized implementation costs are amortized over the expected term of the arrangement and are amortized in the same line item on our consolidated statements of operations as the expense for fees for the associated hosting arrangement.
Debt Issuance Costs
The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense, net over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized debt issuance costs are recorded to Interest expense, net on our consolidated statement of operations. In 2023 and 2022, the Company had no write offs of debt issuance costs.
Derivatives
In 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. Until the termination of a portion of the interest rate swaps as described in “Note 7. Debt”, these interest rate swaps effectively converted $258.5 million and $522.5 million of our term loans as of December 31, 2023 and 2022, respectively, from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the remaining term of the debt.
ASC 815, Derivatives and Hedging, requires entities to recognize derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company assessed the effectiveness of the hedging relationship under the hypothetical derivative method and noted that all of the critical terms of the hypothetical derivative and hedging instrument were the same. The hedging relationship continues to limit the Company’s exposure to the variability in interest rates under the Company’s term loans and related cash outflows. As such, the Company has deemed this hedging relationship as highly effective in offsetting cash flows attributable to hedged risk (variability in forecasted monthly interest payments) for the term of the term loans and interest rate swap agreements. All derivative financial instruments are recorded at fair value as a net asset or liability on our consolidated balance sheets. As of December 31, 2023, the fair value of interest rate swaps included in Interest rate swap assets on our consolidated balance sheets was $14.3 million. As of December 31, 2022, the fair value of interest rate swaps included in Interest rate swap assets was $41.2 million.
The change in the fair value of the hedging instruments is recorded in Interest Rate Swaps on our consolidated statements of comprehensive loss. Amounts deferred on interest rate swaps in our consolidated statements of comprehensive income will be reclassified to Interest expense, net on our consolidated statements of operations in the period in which the hedged item affects earnings. Cash flows from hedging instruments are classified in the same category as the cash flows for the underlying item being hedged within "Net cash provided by operating activities" on the consolidated statements of cash flows.

Fair Value of Financial Instruments
The Company recognizes financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.
Preferred Stock
In August 2022, the Company closed on the issuance and sale of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Company issued 115,000 shares of Series A Preferred Stock, par value $0.0001 per share, at a price of $1,000 per share, for an initial investment amount of $115.0 million. Pursuant to the Certification of Designation, cumulative preferred dividends accrue quarterly on the Series A Preferred Stock at a rate of (i) 4.5% per annum until but excluding the seven year anniversary of the closing, and (ii) 7.0% per annum on and after the seven year anniversary of the closing. See “Note 12. Series A Convertible Preferred Stock—Series A Convertible Preferred Stock” for further details.
The Series A Preferred Stock and cumulative preferred dividends, net of preferred issuance costs, is presented as Mezzanine Equity of $117.6 million as of December 31, 2023 in the Company’s consolidated balance sheets. The Series A Preferred Stock is classified as Mezzanine Equity because it is redeemable at the option of its holders (upon a deemed liquidation event as defined in “Note 12. Series A Convertible Preferred Stock—Series A Convertible Preferred Stock—Deemed Liquidation Event Redemption”) and has a condition for redemption that is not solely within the control of the issuer.
Revenue Recognition
Refer to “Note 14 Revenue Recognition” for a detailed discussion of accounting policies related to revenue recognition, including deferred revenue and deferred commissions.
Cost of Revenue
Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology, and hosting and infrastructure costs related to the delivery of the Company’s products and services.
Customer Relationship Acquisition Costs
Costs associated with the acquisition or origination of customer relationships are capitalized as customer relationship assets as incurred and amortized over the estimated life of the customer relationship. Refer to “Note 14. Revenue Recognition” for further discussion regarding deferred commissions.
Advertising Costs
Advertising costs are expensed in the period incurred. Advertising expenses were $2.0 million, $0.8 million and $0.9 million for the years ended December 31, 2023, 2022 or 2021, respectively. Advertising costs are recorded in Sales and marketing expenses on our consolidated statement of operations.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date.
A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized.
The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries.
The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions. Interest and penalties are recorded as a component of income tax expense.
Leases
The Company determines if an arrangement is a lease at inception. This determination includes the review of contracts with third parties to identify the existence of potential embedded leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets.
ROU assets represent the Company's right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease ROU asset includes any initial direct costs incurred and is reduced for any tenant incentives. As the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
Stock-Based Compensation
We measure all share-based payments, including grants of options to purchase common stock and the issuance of restricted stock or restricted stock units to employees, service providers and board members, using the fair-value at grant date. We record forfeitures as they occur. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized on our consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period. We value restricted stock and restricted stock units at the closing price of our common stock on the grant date. We value stock option awards using the Black-Scholes option-pricing model. For the years ended December 31, 2023, 2022 and 2021, stock-based compensation awards consisted primarily of restricted stock and restricted stock units.
From time to time, we grant restricted stock units that also include performance or market-based conditions (“PRSUs”). For PRSUs granted with a market condition, we use a Monte Carlo simulation analysis to value the award. Compensation expense for awards with marked-based conditions is recognized over the required service period of the grant based on the grant date fair value of the award and is not subject to fluctuation due to achievement of the underlying market-based condition.
Comprehensive Income (Loss)
The Company utilizes the guidance in ASC 220, Income Statement—Reporting Comprehensive Income, for the reporting and display of comprehensive income (loss) and its components in the consolidated financial statements. Comprehensive income (loss) consists of net loss, foreign currency translation adjustments for subsidiaries with functional currencies other than the United States dollar (“USD”), unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps. Refer to “Note 13. Stockholders' Equity—Accumulated Other Comprehensive Income (Loss)” for further discussion of the components of accumulated other comprehensive income (loss) for the years ended December 31, 2023, 2022 or 2021.
Foreign Currency Transactions
The functional currency of our foreign subsidiaries are generally the local currencies. Results of operations for foreign subsidiaries are translated into USD using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into USD using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded as a separate component of the Company’s consolidated statements of stockholders' equity in accumulated other comprehensive loss. Assets and liabilities denominated in currencies other than the functional currency are remeasured using the current exchange rate for monetary accounts and historical exchange rates for non-monetary accounts, with exchange differences on remeasurement included in other expense, net in the accompanying statements of operations. For the years ended December 31, 2023, 2022 and 2021, net gains of $0.3 million, net losses of $1.0 million and net gains of $48.6 thousand, respectively, were recorded in Other expense, net on our consolidated statements of operations, related to remeasurement of foreign currency transactions.
We have foreign currency denominated intercompany loans that were used to fund the acquisition of foreign subsidiaries. Due to the long-term nature of the loans, the foreign currency gains (losses) resulting from remeasurement are recognized as a separate component of the Company’s consolidated statements of stockholders' equity in accumulated other comprehensive loss. During the years ended December 31, 2023, 2022 and 2021, a translation gain of $4.1 million, loss of $10.0 million, and loss of $0.6 million, respectively, were recognized as a component of accumulated other comprehensive income (loss) in the Company’s statements of stockholders’ equity, related to long-term intercompany loans.
Recent Accounting Pronouncements
Recently issued accounting pronouncements - Adopted
In March 2020, the Financial Standards Accounting Board (“FASB”) issued accounting standards update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We adopted ASU 2020-04 during the first quarter of 2023. On February 21, 2023, the Company entered into an amended and restated credit agreement to, among other things, provide for the replacement of LIBOR with the Secured Overnight Financing Rate (“SOFR”), an index measuring the cost of borrowing cash overnight collateralized by Treasury securities. The Company elected to apply the debt agreement modification expedients related to changes to the reference rate from LIBOR to SOFR in the Company's Credit Agreement, which it completed during the three months ended March 31, 2023. Application of these expedients allowed the Company to account for the modification as not substantial. As a result, the debt agreement modification was accounted for by prospectively adjusting the Credit Agreement’s effective interest rate, any existing unamortized debt discount was carried forward and continued to be amortized and no remeasurement of the Credit Agreement at the modification date was required.
The Company has also elected to apply the hedge accounting expedients and exceptions related to changes to the reference rate from LIBOR to SOFR in the Company's interest rate swaps, which it completed during the three months ended March 31, 2023. Application of these exceptions preserves the cash flow hedge designation of the interest rate swaps and the related accounting and presentation consistent with past presentation. The replacement of LIBOR with SOFR in the credit agreement did not have a material impact on the Company’s consolidated financial statements and related disclosures. See “Note—7. Debt” for additional information.
In August 2020, the FASB issued accounting standards update ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (the “ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning after December 15, 2021. The Company adopted this guidance in the first quarter of fiscal 2022 with an immaterial impact to the consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current GAAP, an acquirer in a business combination is generally required to recognize and measure the assets it acquires and the liabilities it assumes at fair value on the acquisition date. The new guidance will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. These amendments are effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted ASU 2021-08 on January 1, 2023 and our adoption did not have a material impact on our consolidated financial statements.
Recently issued accounting pronouncements - Not Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.
v3.24.3
Acquisitions
12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions
3. Acquisitions
The Company performs quantitative and qualitative analyses to determine the significance of each acquisition to its consolidated financial statements. As such, the acquisitions below were deemed to be insignificant on an individual and cumulative basis.
2023 Acquisitions
The Company had no acquisitions during the year ended December 31, 2023.
2022 Acquisitions
Acquisitions completed during the year ended December 31, 2022 include the following:
BA Insight - On February 22, 2022, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of BA Insight Inc., (“BA Insight”), a cloud-based enterprise knowledge management solution.
Objectif Lune - On January 07, 2022, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Objectif Lune Inc., a Quebec proprietary company (“Objectif Lune”), cloud-based document workflow product.
2021 Acquisitions
Acquisitions completed during the year ended December 31, 2021 include the following:
Panviva - On June 24, 2021, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Panviva Pty Ltd, an Australian proprietary company (“Panviva”), a cloud-based enterprise knowledge management solution.
BlueVenn - On February 28, 2021 the Company entered into an agreement to purchase the shares comprising the entire issued share capital of BlueVenn Group Limited, a company limited by shares organized and existing under the laws of England and Wales (“BlueVenn”), a cloud-based customer data platform.
Second Street - On January 19, 2021, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Second Street Media, Inc., a Missouri corporation (“Second Street”), an audience engagement platform.
Consideration
The following table summarizes the consideration transferred for the acquisitions described above (in thousands):
BA InsightObjectif LunePanvivaBlueVennSecond Street
Cash$33,355 $29,750 $19,931 $53,535 $25,436 
Holdback(1)
645 5,250 3,517 2,429 5,000 
Contingent consideration(2)
— — — 2,535 1,650 
Working capital and other adjustments
1,587 644 379 (537)(1,365)
Total consideration$35,587 $35,644 $23,827 $57,962 $30,721 
(1)Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Objectif Lune, Panviva, and Second Street, 15 months following closing for BA Insight and 18 months following the closing of BlueVenn. As of December 31, 2023, all of the holdbacks had been paid.
(2)Represents the acquisition date fair value of anticipated earnout payments which are based on the estimated probability of attainment of the underlying future performance-based conditions at the time of acquisition. The maximum potential payout for the BlueVenn and Second Street were $21.7 million and $3.0 million, respectively. As of March 31, 2022, the earnout payments for BlueVenn and Second Street were finalized resulting in no payments made. Refer to “Note 4. Fair Value Measurements” for further discussion regarding the calculation of fair value of acquisition related earnouts and subsequent payouts.
Fair Value of Assets Acquired and Liabilities Assumed
The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting, and has recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition.
The following condensed table presents the finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions closed in 2022 and 2021 (in thousands):
Final
BA InsightObjectif LunePanvivaBlueVennSecond Street
Year Acquired20222022202120212021
Cash$$745 $132 $1,115 $— 
Accounts receivable2,466 5,677 2,122 1,289 1,105 
Other current assets4,080 7,183 4,985 2,002 89 
Operating lease right-of-use asset110 1,905 197 1,357 489 
Property and equipment248 26 611 156 
Customer relationships10,500 17,717 9,757 18,888 14,600 
Trade name150 362 76 238 200 
Technology2,000 5,512 2,194 4,337 3,400 
Favorable leases— 291 — — — 
Goodwill25,495 23,797 16,604 44,892 16,586 
Other assets25 744 33 24 13 
Total assets acquired
44,833 64,181 36,126 74,753 36,638 
Accounts payable(236)(2,001)(1,257)(2,772)(230)
Accrued expense and other(4,083)(9,431)(5,053)(2,429)(378)
Deferred tax liabilities— (6,353)(2,395)(3,640)(4,320)
Deferred revenue(4,817)(8,847)(3,397)(6,593)(500)
Operating lease liabilities(110)(1,905)(197)(1,357)(489)
Total liabilities assumed
(9,246)(28,537)(12,299)(16,791)(5,917)
Total consideration$35,587 $35,644 $23,827 $57,962 $30,721 
The Company uses third party valuation consultants to determine the fair values of assets acquired and liabilities assumed. Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method. Developed technology and trade names are valued using the relief-from-royalty method.
The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the year ended December 31, 2022 (in years):
Customer relationships7.0
Trade name2.0
Developed technology6.2
Favorable Leases6.3
Total weighted-average useful life6.8
During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to management’s estimates and assumptions.
The $127.4 million goodwill for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition. Goodwill deductible for tax purposes related to the above acquisitions was $6.6 million.
Total transaction costs incurred with respect to acquisition activity in the years ended December 31, 2023, 2022 and 2021 were nil, $4.6 million and $6.6 million, respectively. These costs are included in Acquisition-related expenses on our consolidated statement of operations.
v3.24.3
Fair Value Measurements
12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements
4. Fair Value Measurements
Assets measured at fair value on a recurring basis are summarized below (in thousands):
 Fair Value Measurements at December 31, 2023
 Level 1Level 2Level 3Total
Assets:
Cash equivalents - money market funds$211,661 $— $— $211,661 
Interest rate swaps$— $14,270 $— $14,270 
Total$211,661 $14,270 $— $225,931 
 Fair Value Measurements at December 31, 2022
 Level 1Level 2Level 3Total
Assets:
Cash equivalents - money market funds$172,849 $— $— $172,849 
Interest rate swaps— 41,168 — 41,168 
Total$172,849 $41,168 $— $214,017 
v3.24.3
Goodwill and Other Intangible Assets
12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets
5. Goodwill and Other Intangible Assets
Changes in the Company’s Goodwill balance for each of the two years in the period ended December 31, 2023 are summarized in the table below (in thousands):
Balance at December 31, 2021$457,472 
Acquired in business combinations48,768 
Adjustment related to prior year business combinations
1,466 
Adjustment related to finalization of current year business combinations109 
Impairment of goodwill
(12,500)
Foreign currency translation adjustment(18,272)
Balance at December 31, 2022$477,043 
Adjustment related to prior year business combinations 415 
Impairment of goodwill
(128,755)
Foreign currency translation adjustment5,075 
Balance at December 31, 2023$353,778 
We performed a qualitative annual goodwill impairment test in October 2023 and concluded there was no impairment of Goodwill.
As a result of the decline of our stock price impacting our market capitalization during the quarters ended March 31, 2023 and December 31, 2022, we performed quantitative impairment evaluations, which resulted in a goodwill impairments of $128.8 million and $12.5 million during the quarters ended March 31, 2023 and December 31, 2022, respectively. Our quantitative goodwill impairment analysis applied two methodologies to estimate the Company’s fair value which were: a) a discounted cash flow method and b) a guideline public company method. The two methods generated similar results and indicated that the fair value of the Company was less than its carrying value. The discounted cash flow method requires significant judgments, including estimation of future cash flows, which is dependent on internally developed forecasts, estimation of the long-term rate of growth for our business, and determination of our weighted average cost of capital. Under the guideline public company method, we estimate fair value based on a market multiple of revenues and earnings derived for comparable publicly traded companies with similar operating characteristics as the Company. We did not record a goodwill impairment charge for the year ended December 31, 2021.
Intangible assets, net, include the estimated acquisition-date fair values of customer relationships, marketing-related assets and developed technology that the Company recorded as part of its business acquisitions purchases and from acquisitions of customer relationships. The following is a summary of the Company’s Intangible assets, net (in thousands):
Estimated Useful
Life (Years)
Gross
Carrying Amount
Accumulated
Amortization
Net Carrying
Amount
December 31, 2023
Customer relationships
1-10
$378,923 $222,436 $156,487 
Trade name
1.5-10
10,012 7,862 2,150 
Developed technology
4-9
94,103 70,582 23,521 
Favorable leases
6.3
$280 $89 $191 
Total intangible assets$483,318 $300,969 $182,349 
Estimated Useful
Life (Years)
Gross
Carrying Amount
Accumulated
Amortization
Net Carrying
Amount
December 31, 2022
Customer relationships
1-10
$372,162 $162,995 $209,167 
Trade name
1.5-10
9,837 6,728 3,109 
Developed technology
4-9
92,585 56,240 36,345 
Favorable leases6.3273 43 230 
Total intangible assets$474,857 $226,006 $248,851 
The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life.
Total amortization expense was $70.6 million, $54.6 million, and $50.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.
No impairment of intangible assets were recorded during the years ended December 31, 2023, 2022 and 2021.
As of December 31, 2023, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands):
Year ending December 31:Amortization
Expense
2024$54,232 
202539,163 
202636,934 
202728,028 
202818,284 
Thereafter5,708 
Total$182,349 
v3.24.3
Income Taxes
12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes
6. Income Taxes
The Company's loss from continuing operations before income taxes was as follows (in thousands):
Year Ended December 31,
202320222021
Loss before provision for income taxes:
United States$(117,208)$(40,818)$(53,981)
Foreign(65,159)(29,336)(12,575)
$(182,367)$(70,154)$(66,556)
The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands):
Year Ended December 31,
202320222021
Current
Federal$— $— $— 
State901 971 363 
Foreign1,613 4,776 2,349 
Total Current$2,514 $5,747 $2,712 
Deferred
Federal$(468)$84 $(5,180)
State(771)1,062 (1,033)
Foreign(3,768)(8,634)(4,843)
Total Deferred(5,007)(7,488)(11,056)
(Benefit from) provision for income taxes$(2,493)$(1,741)$(8,344)
As of December 31, 2023 the Company had total net operating loss carryforwards of approximately $304.2 million consisting of $256.0 million and $48.2 million related to the U.S federal and foreign net operating loss carryforwards, respectively. $200.0 million of the U.S. federal net operating loss carryforwards are related to year prior to 2018 and begin to expire in 2024. The remaining $56.0 million carryforward indefinitely. In addition, $48.0 million of foreign net operating loss carryforwards carry forward indefinitely, and the remainder will expire beginning in 2041. In addition, as of December 31, 2023, the Company had research and development credit carryforwards of approximately $4.0 million which will expire beginning in 2024, if not utilized. Utilization of the U.S. federal net operating losses and tax credits may be subject to substantial annual limitation due to the “change of ownership” provisions of the Internal Revenue Code of 1986. The annual limitation will result in the expiration of approximately $155.0 million of U.S. federal net operating losses and $4.0 million of credit carryforwards before utilization.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes are as follows (in thousands):
As of December 31,
202320222021
Deferred tax assets:
Accrued expenses and allowances$583 $1,640 $2,197 
Deferred revenue571 608 536 
Stock compensation489 612 1,558 
Net operating loss and tax credit carryforwards40,222 52,149 53,388 
Disallowed interest expense carryforwards17,670 17,181 15,654 
Capital expenses66 295 321 
Tax credit carryforwards— 348 — 
Lease liability960 2,139 2,340 
Unrealized losses— — 1,974 
Research and development expenses13,247 6,243 — 
Other410 461 638 
Valuation allowance (41,259)(20,482)(28,627)
Net deferred tax assets$32,959 $61,194 $49,979 
Deferred tax liabilities:
Prepaid expenses$— $(161)$(272)
Intangible assets(36,342)(54,153)(59,092)
Goodwill(2,850)(7,382)(6,570)
Tax credit carryforwards(15)— (99)
Right of use asset(670)(1,504)(1,330)
Unrealized gains(4,049)(10,705)— 
Deferred commissions(5,003)(5,705)(5,409)
Net deferred tax liabilities$(48,929)$(79,610)$(72,772)
Net deferred taxes$(15,970)$(18,416)$(22,793)
Due to the uncertainty surrounding the timing of realizing the benefits of its favorable tax attributes in future tax returns, the Company has placed a valuation allowance against its net deferred tax assets, exclusive of goodwill. During the year ended December 31, 2023, the valuation allowance increased by $20.8 million and during the year ended December 31, 2022 the valuation allowance decreased by $8.1 million. The valuation allowance for the year ended December 31, 2023 increased $7.1 million due to the tax effect of items recorded in other comprehensive income with the remaining increase of $13.7 million related primarily to current U.S., U.K. and Australia operations, which have current year losses. The valuation allowance for the year ended December 31, 2022 decreased by $13.0 million due to the tax effect of items recorded in other comprehensive income which is partially offset with the remaining increase of approximately $4.9 million related primarily to current operations.
At December 31, 2023, we did not provide deferred income taxes on temporary differences resulting from earnings of certain foreign subsidiaries which are indefinitely reinvested. The reversal of these temporary differences could result in additional tax; however, it is not practicable to estimate the amount of any unrecognized deferred income tax liabilities at this time. Deferred income taxes are provided as necessary with respect to earnings that are not indefinitely reinvested.
The Company’s provision for income taxes differs from the expected tax expense (benefit) computed by applying the statutory federal income tax rate to income before taxes due to the following:
Year Ended December 31,
 202320222021
Federal statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal benefit1.1 %(0.2)%1.5 %
Tax credits— %0.6 %0.6 %
Effect of foreign operations(0.4)%0.1 %(0.6)%
Stock compensation(2.2)%(9.5)%(5.4)%
Disallowed excess executive compensation — %(0.6)%(5.3)%
Goodwill impairment(12.5)%(3.6)%— %
Permanent items and other(0.3)%(0.5)%0.1 %
Change in valuation allowance(5.9)%(6.9)%1.1 %
Change in tax rates0.6 %2.1 %(2.6)%
Australia tax basis uplift— %— %2.1 %
1.4 %2.5 %12.5 %
Under ASC 740-10, Income Taxes - Overall, the Company periodically reviews the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. The Company uses a “more likely than not” criterion for recognizing an asset for unrecognized income tax benefits or a liability for uncertain tax positions. The Company has determined it has an immaterial exposure related to uncertain tax positions as of December 31, 2023. The $0.8 million exposure at December 31, 2022 was released in 2023 due to a lapse in the statute of limitations for a Canadian exposure. To the extent the Company is required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability.
A reconciliation of the beginning and ending amount of unrecognized tax exposure is as follows (in thousands):
Balance at December 31, 2021$772 
Additions for tax positions of prior years45 
Balance at December 31, 2022$817 
Reductions for tax positions of prior years(817)
Balance at December 31, 2023$— 
The Company’s assessment of its unrecognized tax benefits is subject to change as a function of the Company’s financial statement audit.
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2023, the Company has not accrued any interest or penalties related to uncertain tax positions.
The Company and its subsidiaries file tax returns in the U.S. federal jurisdiction and in several state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years ending before December 31, 2019 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2018.  The Company is not currently under audit for federal, state or any foreign jurisdictions. US operating losses generated in years prior to 2019 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized.
v3.24.3
Debt
12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Debt
7. Debt
Long-term debt consisted of the following at December 31, 2023 and December 31, 2022 (in thousands):
December 31,
20232022
Senior secured loans (includes unamortized discount of $5,376 and $7,467 based on an imputed interest rate of 7.6% and 5.8%, at December 31, 2023 and December 31, 2022, respectively)
$476,674 $514,983 
Less current maturities(3,172)(3,136)
Total long-term debt$473,502 $511,847 
Credit Facility
In 2019, the Company entered into a credit agreement (the “Credit Facility”) which provided for (i) a fully-drawn $350 million, 7 year, senior secured term loan facility (the “Term Loan”) and (ii) a term loan facility to be established under the Credit Facility in an aggregate principal amount of $190.0 million (the “2019 Incremental Term Loan” and together with the Term Loan, the “Term Loans”) and (iii) a $60 million, 5 year, revolving credit facility (the “Revolver”) that was fully available as of December 31, 2023.
Revolver
Loans under the Revolver are available up to $60 million, of which none is currently outstanding. The Revolver provides a sub facility whereby the Company may request letters of credit (the “Letters of Credit”) in an aggregate amount not to exceed, at any one time outstanding, $10.0 million for the Company. The aggregate amount of outstanding Letters of Credit are reserved against the credit availability under the Maximum Revolver Amount. The Company incurs a 0.50% per annum unused line fee on the unborrowed balance of the Revolver which is paid quarterly.
Loans under the Revolver may be borrowed, repaid and reborrowed until August 6, 2024 (the “Maturity Date”), at which time all amounts borrowed under the Revolver must be repaid. As of December 31, 2023, the Company had no borrowings outstanding under the Revolver or related sub facility.
Payment terms
The Term Loans are repayable on a quarterly basis beginning on December 31, 2019 by an amount equal to 0.25% (1.00% per annum) of the aggregate principal amount of such loan. Any amount remaining unpaid is due and payable in full on August 6, 2026 (the “Term Loan Maturity Date”).
Initially, at the option of the Company, the Term Loans (including the 2019 Incremental Term Loan) accrued interest at a per annum rate based on (i) the Base Rate plus a margin of 2.75% or (ii) the rate (not less than 0.00%) for Eurodollar deposits quoted on the LIBOR01 or LIBOR02 pages on the Reuters Screen, or as otherwise determined in accordance with the Credit Facility (based on a period equal to 1, 2, 3 or 6 months or, if available and agreed to by all relevant Lenders and the Agent, 12 months or such period of less than 1 month) plus a margin of 3.75%. The Base Rate for any day was a rate per annum equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds effective rate (not less than 0.00%) in effect on such day plus ½ of 1.00%, and (ii) the Eurodollar rate for a one month interest period beginning on such day plus 1.00%. On February 21, 2023, the Company entered into an amendment to its Credit Facility. The amendment amended the interest rate benchmark from LIBOR to SOFR. Other than the foregoing, the material terms of the Credit Agreement remain unchanged. After giving effect to the interest rate swaps described below, $258.5 million of the Term Loans has an effective annualized fixed interest rate of 5.4%, and the remaining principal outstanding at December 31, 2023 has a floating interest rate of 9.2%
Accrued interest is paid quarterly or, with respect to Term Loans that are accruing interest based on the Federal Funds Effective Rate, at the end of the applicable interest rate period.
On August 31, 2023, the Company prepaid $35.0 million of the Term Loans.
Interest rate swaps
In 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. Until the termination of a portion of the interest rate swaps as described below, these interest rate swaps effectively converted the entire balance of the Company's $540.0 million original principal Term Loans from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the 7-year term of debt. The interest rate associated with our undrawn $60 million Revolver remains floating.
In August 2023, the Company sold $259.9 million of the notional amount of its interest rate swap assets back to the counterparties for $20.5 million, reducing the total notional amount of the interest rate swap assets to $259.9 million. The $20.5 million gain in accumulated other comprehensive income related to the $259.9 million amount sold is being released to interest expense, net as interest is accrued on the Company’s variable-rate debt over the remaining term of the Term Loans as a decrease to interest expense, net, the amortization of which totaled $2.5 million for the year ended December 31, 2023.
As discussed above, on September 1, 2023, the Company prepaid $35.0 million of the Term Loans. As a result of this prepayment, $2.8 million of the deferred gain in accumulated comprehensive income was released immediately into earnings as interest expense, net.
In the next twelve months, the Company estimates that $5.9 million will be reclassified from Accumulated other comprehensive income (loss) to Interest expense, net on our consolidated statement of operations.
Amounts reported in accumulated other comprehensive income related to the Company's derivatives are reclassified to interest expense, net as interest is accrued on the Company’s variable-rate debt. The impact of the Company’s derivative financial instruments on its consolidated statements of comprehensive loss was as follows (in thousands):
Year Ended December 31
202320222021
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps$(6,434)$49,577 $21,623 
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net(5,289)— — 
Total Other comprehensive income (loss) on interest rate swaps
$(11,723)$49,577 $21,623 
Cash interest costs averaged 7.2%, 5.4%, and 5.4% for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, the Company had $5.4 million of unamortized debt issuance costs associated with the Credit Facility. These issuance costs will be amortized to Interest expense, net on our consolidated statement of operations, over the term of the Credit Facility.
Covenants
The Credit Facility contains customary affirmative and negative covenants. The negative covenants limit the ability of the Loan Parties to, among other things (in each case subject to customary exceptions for a credit facility of this size and type):
Incur additional indebtedness or guarantee indebtedness of others;
Create liens on our assets;
Make investments, including certain acquisitions;
Enter into mergers or consolidations;
Dispose of assets;
Pay dividends and make other distributions on the Company’s capital stock, and redeem and repurchase the Company’s capital stock;
Enter into transactions with affiliates; and
Prepay indebtedness or make changes to certain agreements.
The Credit Facility has no financial covenants as long as less than 35% of the Revolver is drawn as of the last day of any fiscal quarter. If 35% of the Revolver is drawn as of the last day of a given fiscal quarter, the Company will be required to maintain a Total Leverage Ratio (the ratio of funded indebtedness as of such date less the amount of unrestricted cash and cash equivalents of the Company and its guarantors in an amount not to exceed $50.0 million, to Adjusted EBITDA (calculated on a pro forma basis including giving effect to any acquisition)), measured on a quarter-end basis for each four consecutive fiscal quarters then ended, of not greater than 6.00 to 1.00.
The Credit Facility contains customary events of default subject to customary cure periods for certain defaults that include, among others, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness, change in control, bankruptcy and insolvency defaults and material judgment defaults. The occurrence of an event of default could result in the acceleration of Term Loans and Revolver and a right by the agent and lenders to exercise remedies. At the election of the lenders, a default interest rate shall apply on all obligations during an event of default, at a rate per annum equal to 2.00% above the applicable interest rate. The Term Loan and Revolver are secured by substantially all of the Company's assets.
As of December 31, 2023 the Company was in compliance with all covenants under the Credit Facility.
Debt Maturities
Under the terms of the Credit Facility, future debt maturities of long-term debt excluding debt discounts at December 31, 2023 are as follows (in thousands):        
Year ending December 31:Amount
2024$5,400 
20255,400 
2026471,250 
Total debt outstanding$482,050 
Less unamortized discount5,376 
Total debt outstanding, net of discount$476,674 
v3.24.3
Net Loss Per Share
12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Net Loss Per Share
8. Net Loss Per Share
We compute loss per share of our Common Stock and Series A Preferred Stock using the two-class method. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. We consider our Series A Preferred Stock to be a participating security, as its holders are entitled to fully participate in any dividends or other distributions declared or paid on our Common Stock on an as-converted basis.
The following table sets for the computations of net loss per share:
Year Ended December 31,
 (In thousands, except share and per share amounts)202320222021
Numerators:
Net loss
$(179,874)$(68,413)$(58,212)
Preferred stock dividends and accretion(5,347)(1,846)— 
Net loss attributable to common stockholders$(185,221)$(70,259)$(58,212)
Denominator:
Weighted–average common shares outstanding, basic and diluted32,074,906 31,528,881 30,295,769 
Net loss per common share, basic and diluted
$(5.77)$(2.23)$(1.92)
Due to the net losses incurred for the years ended December 31, 2023, 2022 and 2021, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. The Company adopted ASU 2020-06 on January 1, 2022 as detailed in “Note 2. Basis of Presentation and Summary of Significant Accounting Policies—Recent Accounting Pronouncements—Recently issued accounting pronouncements - Adopted.” As such, the Company is required to use the application of the if-converted method for calculating diluted earnings per share on our Series A Preferred Stock. The Company applies the treasury stock method for calculating diluted earnings per share on our stock options, restricted stock awards, restricted stock units and performance restricted stock units.
The following table sets forth the anti-dilutive common share equivalents excluded from the weighted-average shares used to calculate diluted net loss per common share:
 Year Ended December 31,
 202320222021
Stock options149,914 154,321 227,605 
Restricted stock units1,758,847 1,509,273 1,379,747 
Performance restricted stock units100,000 93,750 63,537 
Series A Preferred Stock on an as-converted basis(1)
6,982,493 6,676,923 — 
Total anti–dilutive common share equivalents8,991,254 8,434,267 1,670,889 
(1) Per ASU 2020-06, the Company is applying the if-converted method to calculated diluted earnings per share. As of December 31, 2023, the Series A Preferred Stock plus accumulated dividends totaled $122.2 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “Note 12. Series A Convertible Preferred Stock”
v3.24.3
Leases
12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Leases
9. Leases
Operating Leases
The Company leases office space under operating leases that expire between 2024 and 2029. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis.
Finance Leases
The current and long-term portion of finance lease obligations are included in Accrued expenses and other current liabilities and Other long-term liabilities line items on the consolidated balance sheet, respectively. The Company has had no finance lease agreements since December 31, 2021.
Lease Expense
Total office rent expense for the years ended December 31, 2023, 2022 and 2021 were approximately $1.4 million, $2.5 million and $6.2 million, respectively. The $2.5 million office rent expense in 2022 includes approximately $1.1 million of transformation charges in conjunction with the closures of the BA Insight and Objectif Lune offices as we continue to consolidate and integrate these acquisitions. The $6.2 million office rent expense in 2021 includes approximately $4.4 million of transformation charges in conjunction with the closures of the the Panviva, BlueVenn, Second Street and Localytics offices as we continue to consolidate and integrate these acquisitions.
The Company has entered into sublease agreements related to excess office space as a result of the Company's transformation activities related to its acquisitions. The Company’s current sublease agreements terminate in 2027. For the years ended December 31, 2023, 2022 and 2021, the Company recognized rental income on subleases, as offsets to rental expense, of $1.8 million, $1.4 million and $1.1 million, respectively. Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $2.5 million related to these subleases as of December 31, 2023.
The components of lease expense were as follows (in thousands):
 Year Ended December 31,
20232022
Operating lease cost$3,243 3,959 
Sublease income(1,762)(1,428)
Total lease expense$1,481 2,531 
Other information about lease amounts recognized on our consolidated financial statements is summarized as follows:
 Year Ended December 31,
20232022
Cash paid for amounts included in the measurement of lease liabilities (in thousands):
Operating cash flows from operating leases
$3,908 $4,658 
Right-of-use assets obtained in exchange for lease obligations (in thousands):
Operating leases
$653 $1,943 
Weighted average remaining lease term (in years):
Operating leases
2.23.2
Weighted average discount rate
Operating leases
6.2 %5.4 %
As of December 31, 2023, the Company no longer had any finance lease agreements. Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):
Operating
Leases
2024$2,540 
20251,013 
2026520 
2027122 
202852 
Thereafter12 
Total minimum lease payments4,259 
Less amount representing interest(311)
Present value of lease liabilities$3,948 
Operating lease liabilities, current2,351 
Operating lease liabilities, noncurrent1,597 
Total lease liabilities$3,948 
Leases
9. Leases
Operating Leases
The Company leases office space under operating leases that expire between 2024 and 2029. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis.
Finance Leases
The current and long-term portion of finance lease obligations are included in Accrued expenses and other current liabilities and Other long-term liabilities line items on the consolidated balance sheet, respectively. The Company has had no finance lease agreements since December 31, 2021.
Lease Expense
Total office rent expense for the years ended December 31, 2023, 2022 and 2021 were approximately $1.4 million, $2.5 million and $6.2 million, respectively. The $2.5 million office rent expense in 2022 includes approximately $1.1 million of transformation charges in conjunction with the closures of the BA Insight and Objectif Lune offices as we continue to consolidate and integrate these acquisitions. The $6.2 million office rent expense in 2021 includes approximately $4.4 million of transformation charges in conjunction with the closures of the the Panviva, BlueVenn, Second Street and Localytics offices as we continue to consolidate and integrate these acquisitions.
The Company has entered into sublease agreements related to excess office space as a result of the Company's transformation activities related to its acquisitions. The Company’s current sublease agreements terminate in 2027. For the years ended December 31, 2023, 2022 and 2021, the Company recognized rental income on subleases, as offsets to rental expense, of $1.8 million, $1.4 million and $1.1 million, respectively. Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $2.5 million related to these subleases as of December 31, 2023.
The components of lease expense were as follows (in thousands):
 Year Ended December 31,
20232022
Operating lease cost$3,243 3,959 
Sublease income(1,762)(1,428)
Total lease expense$1,481 2,531 
Other information about lease amounts recognized on our consolidated financial statements is summarized as follows:
 Year Ended December 31,
20232022
Cash paid for amounts included in the measurement of lease liabilities (in thousands):
Operating cash flows from operating leases
$3,908 $4,658 
Right-of-use assets obtained in exchange for lease obligations (in thousands):
Operating leases
$653 $1,943 
Weighted average remaining lease term (in years):
Operating leases
2.23.2
Weighted average discount rate
Operating leases
6.2 %5.4 %
As of December 31, 2023, the Company no longer had any finance lease agreements. Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):
Operating
Leases
2024$2,540 
20251,013 
2026520 
2027122 
202852 
Thereafter12 
Total minimum lease payments4,259 
Less amount representing interest(311)
Present value of lease liabilities$3,948 
Operating lease liabilities, current2,351 
Operating lease liabilities, noncurrent1,597 
Total lease liabilities$3,948 
v3.24.3
Commitments and Contingencies
12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
10. Commitments and Contingencies
Purchase Commitments
The Company has purchase commitments related to hosting services, third-party technology used in the Company's solutions and for other services the Company purchases as part of normal operations. In certain cases these arrangements require a minimum annual purchase commitment.
Future minimum payments for purchase commitments are as follows (in thousands):
YearPurchase Commitments
2024$22,852 
20257,326 
Thereafter— 
Total minimum payments$30,178 
Litigation
In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. As of December 31, 2023, the Company is not involved in any current or pending legal proceedings that it believes may have a material adverse effect on its consolidated financial position or results of operations.
In addition, when we acquire companies, we require that the sellers provide industry standard indemnification for breaches of representations and warranties contained in the acquisition agreement and we will withhold payment of a portion of the purchase price for a period of time in order to satisfy any claims that we may make for indemnification. In certain transactions, we agree with the sellers to purchase a representation and warranty insurance policy that will pay such claims for indemnification. From time to time we may have one or more claims for indemnification pending. Similarly, we may have one or more ongoing negotiations related to the amount of an earnout. Gain contingencies related to indemnification claims are not recognized on our consolidated financial statements until realized.
v3.24.3
Property and Equipment, Net
12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net
11. Property and Equipment, Net
Property and equipment consisted of the following (in thousands) at:
December 31,
20232022
Equipment$5,722 $6,211 
Furniture and fixtures 279 355 
Leasehold improvements836 1,037 
Accumulated depreciation(4,905)(5,773)
Property and equipment, net$1,932 $1,830 
Amortization of assets recorded under finance leases is included with depreciation expense. Depreciation and amortization expense on Property and equipment, net was $1.4 million, $1.5 million and $2.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company recorded no impairment of property and equipment during the years ended December 31, 2023, 2022 and 2021. During the years ended December 31, 2023, 2022 and 2021, we recognized a $47.0 thousand, $79.0 thousand and nil losses on disposal of assets related primarily to leasehold improvements associated with the consolidation and integration of prior year acquisitions.
v3.24.3
Series A Convertible Preferred Stock
12 Months Ended
Dec. 31, 2023
Temporary Equity Disclosure [Abstract]  
Series A Convertible Preferred Stock
12. Series A Convertible Preferred Stock
On July 14, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Ulysses Aggregator, LP (the “Purchaser”), an affiliate of HGGC, LLC, to issue and sell at closing 115,000 shares of Series A Preferred Stock of the Company, par value $0.0001 per share, at a price of $1,000 per share (the “Initial Liquidation Preference”) for an aggregate purchase price of $115.0 million (the “Investment”). The Company is using the proceeds of the Investment for general corporate purposes and transaction-related fees and expenses.
On August 23, 2022 (the “Closing Date”), the closing of the Investment (the “Closing”) occurred, and the Series A Preferred Stock was issued to the Purchaser. In connection with the issuance of the Series A Preferred Stock, the Company incurred direct and incremental expenses comprised of transaction fees, and financial advisory and legal expenses (the “Series A Preferred Stock Issuance Costs”), which reduced the carrying value of the Series A Preferred Stock. Total Series A Preferred Stock Issuance Costs totaled $4.6 million.
Contemporaneous with the Closing Date, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration Rights Agreement”) and the Company filed a Certificate of Designation (the “Certificate of Designation”) setting out the powers, designations, preferences, and other rights of the Series A Preferred Stock with the Secretary of State of the State of Delaware in connection with the Closing. Pursuant to the Registration Rights Agreement, the Purchaser has certain customary registration rights with respect to any shares of Series A Preferred Stock or the common stock of the Company issuable upon conversion of the Series A Preferred Stock, including rights with respect to the filing of a shelf registration statement, underwritten offering rights and piggy back rights.
Dividend Provisions
The Series A Preferred Stock rank senior to the Company’s common stock with respect to payment of dividends and rights on the distribution of assets on any liquidation, dissolution or winding up of the affairs of the Company. The Series A Preferred Stock has an Initial Liquidation Preference of $1,000 per share, representing an aggregate Liquidation Preference (as defined below) of $1,000 upon issuance. Holders of the Series A Preferred Stock are entitled to the dividend at the rate of 4.5% per annum, within first seven years after the Closing Date regardless of whether declared or assets are legally available for the payment. Such dividends shall accrue and compound quarterly in arrears from the date of issuance of the shares. The dividend rate will increase to 7.0% on the seven-year anniversary of the Closing Date. The dividend can be paid, in the Company’s sole discretion, in cash or dividend in kind by adding to the Liquidation Preference of each share of Series A Preferred Stock outstanding. On June 7, 2023, the stockholders of the Company authorized, for purposes of complying with Nasdaq Listing Rules 5635(b) and (d), the issuance of shares of Common Stock underlying shares of Series A Preferred Stock in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior to the issuance of such Series A Preferred Stock (including upon the operation of anti-dilution provisions contained in the Certificate of Designation designating the terms of such Series A Preferred Stock). The Series A Preferred Stock is also entitled to fully participate in any dividends paid to the holders of common stock in cash, in stock or otherwise, on an as-converted basis. The Series A Preferred Stock had accrued unpaid dividends of $7.2 million as of December 31, 2023.
Liquidation Rights
In the event of any Liquidation, holders of the Series A Preferred Stock are entitled to receive an amount per share equal to the greater of (1) the Initial Liquidation Preference per share plus any accrued or declared but unpaid dividends on such shares (the “Liquidation Preference”) or (2) the amount payable if the Series A Preferred Stock were converted into common stock. The Series A Preferred Stock will have distribution and liquidation rights senior to all other equity interests of the Company. As of December 31, 2023, the Liquidation Preference of the Series A Preferred Stock was $122.2 million.
Optional Redemption
On or after the 7th anniversary of the original issue date of the Series A Preferred Stock, the Company has the right to redeem any outstanding shares of the Series A Preferred Stock for a cash purchase price equal to 105% of the Liquidation Preference plus accrued and unpaid dividends as of the date of redemption.
Deemed Liquidation Event Redemption
Upon a fundamental change, holders of the Series A Preferred Stock have the right to require the Company to repurchase any or all of its Series A Preferred Stock for cash equal to the greater of (1) 105% of the Liquidation Preference plus the present value of the dividend payments the holders would have been entitled to through the fifth anniversary of the issue date and (2) the amount that such Preferred Stock would have been entitled to receive as if converted into common shares immediately prior to the fundamental change.
A fundamental change (“Deemed Liquidation Event”) is defined as either the direct or indirect sale, lease, transfer, conveyance or other disposition of all or substantially all the properties or assets of the Company and its subsidiaries to any third party or the consummation of any transaction, the result of which is that any third party or group of third parties become the beneficial owner of more than 50% of the voting power of the Company.
Voting Rights
The Series A Preferred Stock will vote together with the Common Shares on all matters and not as a separate class (except as specifically provided in the Certificate of Designation or as otherwise required by law) on an as-if-converted basis.
The holders of the Series A Preferred Stock will have the right to elect one member of the Board of Directors for so long as holders of the Series A Preferred Stock own in the aggregate at least 5% of the shares of common stock on a fully diluted basis.
In addition, the holders of the Series A Preferred Stock will have the right to elect one non-voting observer to the Board of Directors for so long as they hold at least 10% of the shares of Convertible Preferred Stock outstanding as of the date of the issue date.
Conversion Feature
The Series A Preferred Stock may be converted, at any time in whole or in part at the option of the holder into a number of shares of common stock equal to the quotient obtained by dividing the sum of the Liquidation Preference plus all accrued and unpaid dividends by the conversion price of $17.50 (the “Conversion Price”). The Conversion Price is subject to adjustment in the following events:
Stock splits and combinations
Tender offers or exchange offers
Distribution of rights, options, or warrants at a price per share that is less than the average of the last reported sale prices per share of Common Stock for the ten consecutive trading days
Spin-offs and other distributed property
Issuance of equity-linked securities at a price per share less than the conversion price
Anti-Dilution Provisions
The Series A Preferred Stock has customary anti-dilution provisions for stock splits, stock dividends, mergers, sales of significant assets, and reorganization events and recapitalization transactions or similar events, and weighted average anti-dilution protection, subject to customary exceptions for issuances pursuant to current or future equity-based incentive plans or arrangements (including upon the exercise of employee stock options).
v3.24.3
Stockholders' Equity
12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Stockholders' Equity
13. Stockholders' Equity
Common and Preferred Stock
At the Company’s annual meeting on June 7, 2023, the stockholders of the Company adopted a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”). Among other things, the Certificate of Amendment amended the Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock, from 50,000,000 to 75,000,000.
The common stock has a par value of $0.0001 per share. Each share of common stock is entitled to one vote at all meetings of stockholders. The number of authorized shares of common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Company representing a majority of the votes represented by all outstanding shares of capital stock of the Company entitled to vote. The holders of common stock are also entitled to receive dividends, when, if and as declared by our board of directors, whenever funds are legally available therefore, subject to the priority rights of any outstanding preferred stock.
See “Note 12. Series A Convertible Preferred Stock” for a description of our Series A Preferred Stock, which is the only class of preferred stock outstanding.
Registration Statements
2022 S-3
On October 21, 2022 we filed a resale registration statement on Form S-3 (File No. 333-267973) (the “2022 S-3”), on behalf of the Purchaser and pursuant to the Registration Rights Agreement, which became effective on November 1, 2022 and covers (i) the issued Series A Preferred Stock and (ii) the number of shares of the Company’s common stock issuable upon conversion of such Series A Preferred Stock, which amount includes and assumes that dividends on the Series A Preferred Stock are paid by increasing the Liquidation Preference of the Series A Preferred Stock for a period of sixteen dividend payment periods from the initial issuance date. See “Note 12. Series A Convertible Preferred Stock” for further details.
Share repurchase program
On September 1, 2023, the Board of Directors authorized a stock repurchase program (the “Share Repurchase Plan”) in the aggregate amount of up to $15.0 million. In October 2023, the Board of Directors authorized an increase to the Share Repurchase Plan to allow the Company to repurchase up to an additional $10 million of shares. The Share Repurchase Plan allows the Company to repurchase shares of its issued and outstanding Common Stock, from time to time in the open market or otherwise (including in negotiated transactions, open market transactions, through accelerated share repurchase, through indirect purchases of Common Stock such as by using derivatives or in other transactions) in each case in accordance with applicable securities laws, so long as the aggregate purchase price paid for such transactions does not exceed $25 million for all such purchases. The Share Repurchase Plan does not have a specified expiration date. Accordingly, unless terminated earlier by resolution of the Board, the Share Repurchase Plan will expire when the Company has repurchased all shares authorized for repurchase.
In fiscal year 2024, the Company’s net stock repurchases are subject to a 1 percent excise tax under the Inflation Reduction Act. The excise tax is included as a reduction to accumulated deficit in the consolidated statements of stockholders equity. Total accrued excise tax of $0.1 million is included in total cost of shares repurchases, excluded from average cost per share and excluded from total cash paid during the year ended December 31, 2023 as amounts were unpaid at year end.
During the year ended December 31, 2023, the Company repurchased and subsequently retired 3,245,100 shares of Common Stock, for a total of $14.2 million under the Share Repurchase Plan, inclusive of excise tax and other costs directly related to the repurchased shares. As of December 31, 2023, approximately $10.8 million remained available for additional share repurchases. The Company is not obligated to acquire any particular amount of Common Stock and may modify or suspend the repurchases at any time in the Company’s discretion.

Tax Benefit Preservation Plan and Preferred Stock Purchase Rights
On May 2, 2023, our Board of Directors authorized and declared a dividend of one preferred stock purchase right (a “Right”) for each outstanding share of Common Stock of the Company as of May 12, 2023 (the “Record Date”). 32,441,010 Rights were issued to the holders of record of shares of Common Stock. The description and terms of the Rights are set forth in a Tax Benefit Preservation Plan, dated as of May 2, 2023, as the same may be amended from time to time (the “Plan”), between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent.
By adopting the Plan, the Board of Directors is seeking to protect the Company’s ability to use its net operating loss carryforwards (“NOLs”) and other tax attributes to offset potential future income tax liabilities. The Company’s ability to use such NOLs and other tax attributes would be substantially limited if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code (the “Code”). Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more “five percent stockholders” increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last “ownership change” experienced by the Company. The Plan is intended to make it more difficult for the Company to undergo an ownership change by deterring any person from acquiring 4.9% or more of the outstanding shares of stock without the approval of the Board of Directors. The Board of Directors believes it is in the best interest of the Company and its stockholders to reduce the likelihood of an ownership change, which could harm the Company’s future operating results by effectively increasing the Company future tax liabilities.
The Rights trade with, and are inseparable from, the Common Stock, and the record holders of shares of Common Stock are the record holders of the Rights. The Rights are evidenced only by certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) that represent shares of Common Stock. Rights will also be issued in respect of any shares of Common Stock that shall become outstanding after the Record Date (including upon conversion of any shares of Series A Preferred Stock of the Company) and, subject to certain exceptions specified in the Plan, prior to the earlier of the Distribution Date (as defined below) and the Expiration Date (as defined below).
The Rights are not exercisable until the Distribution Date. After the Distribution Date, each Right will be exercisable to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred”), at a purchase price of $18.00 per one one-thousandth of a share of Series B Preferred (the “Purchase Price”), subject to adjustment as provided in the Plan.
The “Distribution Date” is the earlier of (i) the close of business on the tenth day after the public announcement that a person or group has become an Acquiring Person (as defined below) or that discloses information which reveals the existence of an Acquiring Person or such earlier date as a majority of the Board shall become aware of the existence of an Acquiring Person (the date described in this clause (i), the “Stock Acquisition Date”) and (ii) the close of business on the tenth business day (or such later date as the Board of Directors shall determine prior to such time as any person or group becomes an Acquiring Person) after the date that a tender or exchange offer by any person is commenced, the consummation of which would result in such person becoming an Acquiring Person. A person or group becomes an “Acquiring Person” upon acquiring beneficial ownership of 4.9% or more of the outstanding shares of Common Stock, except in certain situations specified in the Plan.
The Rights will expire on the earliest of (a) the close of business on May 1, 2024, (b) the time at which the Rights are redeemed or exchanged pursuant to the Plan, or (c) the time at which the Board of Directors determines that the Tax Benefits are utilized in all material respects or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the Tax Benefits, or materially impair the amount of the Tax Benefits that could be used by the Company in any particular time period, for applicable tax purposes (such earliest date, the “Expiration Date”).
Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company by virtue of holding such Right, including, without limitation, the right to vote and to receive dividends.
The Board of Directors may adjust the Purchase Price, the number of shares of Series B Preferred issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Series B Preferred or Common Stock or certain other specified transactions. No adjustments to the Purchase Price of less than 1% are required to be made.
In connection with the adoption of the Plan, the Board of Directors approved a Certificate of Designations of the Series B Junior Participating Preferred Stock (the “Certificate of Designations”). The Certificate of Designations was filed with the Secretary of State of the State of Delaware on May 2, 2023.
Each one one-thousandth of a share of Series B Preferred, if issued:
Will not be redeemable.
Will entitle holders to quarterly dividend payments of $0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the dividend paid on one share of Common Stock, whichever is greater.
Will entitle holders upon liquidation either to receive $0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the payment made on one share of Common Stock, whichever is greater.
Will have the same voting power as one share of Common Stock.
If shares of Common Stock are exchanged as a result of a merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Common Stock.
Accumulated Other Comprehensive Income (Loss)
Comprehensive income (loss) consists of two elements, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) items are recorded in the stockholders’ equity section on our consolidated balance sheets and excluded from net income (loss). Other comprehensive income (loss) consists primarily of foreign currency translation adjustments for subsidiaries with functional currencies other than the USD, unrealized translation gains (losses) on intercompany loans with foreign subsidiaries, and unrealized gains (losses) on interest rate swaps.
The following table shows the ending balance of the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section on our consolidated balance sheets at the dates indicated (in thousands):
December 31,
20232022
Other comprehensive income (loss)
Foreign currency translation adjustment$(19,947)$(22,632)
Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes(3,330)(7,426)
Unrealized gain on interest rate swaps14,270 41,168 
Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net
15,175 — 
Total accumulated other comprehensive income (loss)$6,168 $11,110 
The Unrealized translation gain on intercompany loans with foreign subsidiaries as of December 31, 2023 is net of unrealized income tax expense of $1.6 million. The income tax expense (benefit) allocated to each component of other comprehensive income (loss) for all other periods and components was not material.
Stock Compensation Plans
The Company maintains two stock-based compensation plans, the 2010 Stock Option Plan (the “2010 Plan”) and the 2014 Stock Option Plan (the “2014 Plan”), which are described below.
2010 Plan
At December 31, 2023, there were 27,939 options outstanding under the 2010 Plan. Following the effectiveness of the Company’s 2014 Plan in November 2014, no further awards have been made under the 2010 Plan, although each option previously granted under the 2010 Plan will remain outstanding subject to its terms. Any such shares of common stock that are subject to awards under the 2010 Plan which are forfeited or lapse unexercised and would otherwise have been returned to the share reserve under the 2010 Plan instead will be available for issuance under the 2014 Plan.
2014 Plan
In November 2014, the Company adopted the 2014 Plan, providing for the granting of incentive stock options, as defined by the Internal Revenue Code, to employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to employees, directors and consultants. The 2014 Plan also provides for the automatic grant of option awards to our non-employee directors. As of December 31, 2023, there were 121,975 options outstanding under the 2014 Plan, and 737,581 shares of common stock reserved for issuance under the 2014 Plan. The number of shares available for issuance under the 2014 Plan will be increased annually through 2024 in an amount equal to the least of (i) 4% of the outstanding Shares on the last day of the immediately preceding Fiscal Year or (ii) such number of Shares determined by the Board. At December 31, 2023, there were 1,758,847 restricted stock units and 100,000 performance based restricted stock units outstanding under the 2014 Plan.
Under both the 2010 Plan and 2014 Plan, options granted to date generally vest over a three or four year period, with a maximum term of ten years. Shares issued upon any stock option exercise and restricted under the 2010 Plan or 2014 Plan will be issued from the Company's authorized but unissued shares.    
Share-based Compensation
The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands):
Year Ended December 31,
202320222021
Cost of revenue$952 $1,984 $2,088 
Research and development2,463 2,733 3,085 
Sales and marketing2,059 4,239 5,957 
General and administrative (1)
17,400 32,646 42,743 
Total$22,874 $41,602 $53,873 
(1)For the year ended December 31, 2021, a former executive resigned from his positions that resulted in stock-based compensation of $6.3 million related to the acceleration and deemed modification of the unvested portion of grants held at the time of transition. In accordance with ASC 718, Compensation—Stock Compensation, the fair value of these awards were modified and all related expense accelerated on the date of modification as a result of the reduction in required service.
Our income tax benefits recognized from stock-based compensation arrangements in each of the periods presented were immaterial due to cumulative losses and valuation allowances.
Restricted Stock Units (“RSU”)
During the year ended December 31, 2023 the Company granted restricted stock units under its 2014 Stock Incentive Plan, in lieu of restricted stock awards, primarily for stock plan administrative purposes.
Performance-Based Restricted Stock Units (“PRSU”)
In 2023 and 2022, fifty percent of the awards granted to our Chief Executive Officer were PRSUs. The 2023 and 2022 PRSU agreements provide that the quantity of units subject to vesting may range from 0% to 300% of the units granted per the table below based on the Company's absolute total shareholder return (“TSR”) at the end of the thirty-six and eighteen month performance periods, respectively. At the end of the performance period, the 2022 PRSU resulted in no units granted.
The following table summarizes PRSU and RSU activity during the year ended December 31, 2023 :
Number of UnitsWeighted-Average Grant Date Fair Value
Unvested restricted units outstanding as of December 31, 20221,603,023 $21.33 
Granted1,850,357 7.66 
Vested(1,189,806)17.72 
Forfeited(1)
(404,727)22.60 
Unvested restricted units outstanding as of December 31, 20231,858,847 $9.76 
(1)Includes forfeited awards related to the 2022 PRSUs. At June 30, 2023, or the end of the performance period for the 2022 PRSUs, none of the awards vested.
The total fair value of the RSUs vested during the years ended December 31, 2023, 2022 and 2021 was approximately $5.0 million, $13.9 million and $28.2 million, respectively. As of December 31, 2023, $16.0 million of unrecognized compensation cost related to unvested restricted stock units (including performance based awards) is expected to be recognized over a weighted-average period of 1.77 years.
The PRSU and RSU activity table above includes PRSU units granted that are based on a 100% target payout.
The total fair value of PRSUs vested during the years ended December 31, 2023, 2022 and 2021 was nil , nil  and $5.6 million, respectively.
Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the year ended December 31, 2023 and year ended December 31, 2022 are as follows:
December 31, 2023December 31, 2022
Expected volatility55.5%49.5%
Risk-free interest rate4.4%0.7%
Remaining performance period (in years)2.861.46
Dividend yield
Stock Option Activity
Stock option activity during the year ended December 31, 2023 is as follows:
Number of
Options
Outstanding
Weighted–
Average
Exercise
Price
Weighted–
Average
Remaining
Contractual Term (in Years)
Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022154,321 $11.19 
Options granted— — 
Options exercised(3,026)1.78 
Options forfeited
Options expired(1,381)4.42 
Outstanding at December 31, 2023149,914 $11.44 2.38$— 
Options vested and expected to vest at December 31, 2023149,914 $11.44 2.39$— 
Options vested and exercisable at December 31, 2023149,914 $11.44 2.38$— 
The aggregate intrinsic value of options exercised at December 31, 2023, 2022, and 2021, was approximately nil, $0.6 million, and $1.1 million, respectively. All of the Company’s outstanding stock options were fully vested as of December 31, 2019.
As of December 31, 2022, there was no remaining unrecognized compensation cost related to stock options.
v3.24.3
Revenue Recognition
12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Revenue Recognition
14. Revenue Recognition
Revenue Recognition Policy
Revenue is recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when made available to the customers. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of sales credits and allowances. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.
Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers:
Identification of the contract with a customer
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, the Company satisfies a performance obligation
Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenue within a single operating segment.
Subscription and Support Revenue
The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer. As our customers have access to use our solutions over the term of the contract agreement we believe this method of revenue recognition provides a faithful depiction of the transfer of services provided. Our subscription contracts are generally 1 to 3 years in length. Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or subscription and support revenue, depending on whether the revenue recognition criteria have been met. Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as subscription and support revenue at the end of each month and is invoiced concurrently. Subscription and support revenue includes revenue related to the Company’s digital engagement application which provides short code connectivity for its two-way short message service (“SMS”) programs and campaigns. As discussed further in the “Principal vs. Agent Considerations” section below, the Company recognizes revenue related to these messaging-related subscription contracts on a gross basis.
Perpetual License Revenue
The Company also records revenue from the sales of proprietary software products under perpetual licenses. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. The Company’s products do not require significant customization.
Professional Services Revenue
Professional services provided with subscription and support licenses and perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenue from professional services are recognized over time as such services are performed. Revenue for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenue for consumption-based services are generally recognized as the services are performed.
Performance Obligations and Standalone Selling Price
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting. The Company has contracts with customers that often include multiple performance obligations, usually including professional services sold with either individual or multiple subscriptions or perpetual licenses. For these contracts, the Company records individual performance obligations separately if they are distinct by allocating the contract's total transaction price to each performance obligation in an amount based on the relative standalone selling price (“SSP”) of each distinct good or service in the contract. We only include estimated amounts of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.
A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, historical standalone sales, customer demographics, geographic locations, and the number and types of users within our contracts.
Principal vs. Agent Considerations
The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for vendor reseller agreements and messaging-related subscription agreements. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company's control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers, and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement.
Generally, the Company reports revenue from vendor reseller agreements on a gross basis, meaning the amounts billed to customers are recorded as revenue, and expenses incurred are recorded as cost of revenue. As the Company is primarily obligated in its messaging-related subscription contracts, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, we have concluded it is appropriate to record revenue on a gross basis with related pass-through telecom messaging costs incurred from third parties recorded as cost of revenue. Revenue provided from agreements in which the Company is an agent are immaterial.
Contract Balances
The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, and deferred revenue. Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in unbilled receivables, which are expected to be billed during the succeeding twelve-month period and are recorded in Unbilled receivables in our consolidated balance sheets. A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. We recognize contract liabilities as revenue upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenue during the succeeding twelve-month period are recorded in Deferred revenue and the remaining portion is recorded in Deferred revenue, noncurrent on the accompanying consolidated balance sheets at the end of each reporting period.
Deferred revenue primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for maintenance and other services, as well as initial subscription fees. We recognize deferred revenue as revenue when the services are performed, and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Our payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, we require payment before the products or services are delivered to the customer.
Unbilled Receivables
Unbilled receivables represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for software licenses already delivered and professional services already performed, but invoiced in arrears and for which the Company believes it has an unconditional right to payment. As of December 31, 2023 and 2022 unbilled receivables were $2.7 million and $5.3 million, respectively.
Deferred Commissions
Sales commissions earned by our sales force, and related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer. Deferred commissions and other costs for new customer contracts are capitalized upon contract signing and amortized on a systematic basis that is consistent with the transfer of goods and services over the expected life of the customer relationships, which has been determined to be approximately 6 years. The expected life of our customer relationships is based on historical data and management estimates, including estimated renewal terms and the useful life of the associated underlying technology. Commissions paid on renewal contracts are not commensurate with commissions paid on new customer contracts, as such, deferred commissions related to renewals are capitalized and amortized over the estimated contractual renewal term of 18 months. We utilized the 'portfolio approach' practical expedient, which allows entities to apply the guidance to a portfolio of contracts with similar characteristics as the effects on the financial statements of this approach would not differ materially from applying the guidance to individual contracts. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded as Deferred commissions, current, and the remainder is recorded as Deferred commissions, noncurrent, in our consolidated balance sheets. Amortization expense is included in sales and marketing expenses on our consolidated statements of operations. Deferred commissions are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable consistent with the Company's long-lived assets policy as described in “Note 2. Basis of Presentation and Summary of Significant Accounting Policies”. No indicators of impairment of deferred commissions were identified during the years ended December 31, 2023, 2022 or 2021.
The following table presents the activity impacting deferred commissions for the year ended December 31, 2023 (in thousands):
Deferred Commissions
Deferred commissions balance at December 31, 2022$24,755 
   Capitalized deferred commissions11,350 
   Amortization of deferred commissions(13,108)
Deferred commissions balance at December 31, 2023$22,997 
Amortization of deferred commissions in excess of amounts capitalized for the year ended December 31, 2023 was $1.8 million.
Deferred Revenue
Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met.
Deferred revenue is mainly unearned revenue related to subscription services and support services. During the year ended December 31, 2023, we recognized $102.3 million and $3.7 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period.
Remaining Performance Obligations
As of December 31, 2023, approximately $268.6 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 68% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.
Disaggregated Revenue
The Company disaggregates revenue from contracts with customers by geography and revenue generating activity, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customers' users are located. The ship-to country is generally the same as the billing country. The Company has operations primarily in the U.S., United Kingdom and Canada. Information about these operations is presented below (in thousands):
Year Ended December 31,
202320222021
Revenues:
Subscription and support:
   United States$201,252 $211,440 $205,882 
   United Kingdom37,004 41,728 45,673 
   Canada13,644 17,304 13,870 
   Other International29,654 27,415 22,196 
      Total subscription and support revenue281,554 297,887 287,621 
Perpetual license:
   United States2,654 3,284 1,840 
   United Kingdom589 425 11 
   Canada199 264 109 
   Other International2,635 2,975 190 
      Total perpetual license revenue6,077 6,948 2,150 
Professional services:
   United States5,961 6,871 8,104 
   United Kingdom1,318 2,269 2,666 
   Canada827 947 410 
   Other International2,115 2,381 1,065 
      Total professional service revenue10,221 12,468 12,245 
Total revenue$297,852 $317,303 $302,016 
v3.24.3
Employee Benefit Plans
12 Months Ended
Dec. 31, 2023
Retirement Benefits [Abstract]  
Employee Benefit Plans
15. Employee Benefit Plans
The Company has established various international defined contribution plans and one voluntary defined contribution retirement plan qualifying under Section 401(k) of the Internal Revenue Code. The Company made no material contributions to the 401(k) plans for the years ended December 31, 2023, 2022 and 2021.
v3.24.3
Segment and Geographic Information
12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Segment and Geographic Information
16. Segment and Geographic Information
ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. It defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer is considered to be our CODM. Our CODM manages the business as a multi-product business that utilizes its model to deliver software products to customers regardless of their geography or IT environment. Operating results are reviewed by the CODM primarily at the consolidated entity level for purposes of making resource allocation decisions and for evaluating financial performance. Accordingly, we considered ourselves to be in a single operating and reporting segment structure.
Revenue
See “Note 14 Revenue Recognition—Disaggregated Revenue” for a detail of revenue by geography.
Identifiable Long-Lived Assets
December 31,
20232022
Identifiable long-lived assets:
United States$713 $879 
United Kingdom152 252 
Canada680 390 
Other International387 309 
Total identifiable long-lived assets$1,932 $1,830 
v3.24.3
Related Party Transactions
12 Months Ended
Dec. 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions . Related Party Transactions
v3.24.3
Subsequent Events
12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
Subsequent Events
17. Subsequent Events
TBD
v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes in the Company’s accounting policies since December 31, 2022.
Use of Estimates
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates.
Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of February 22, 2024, the date of issuance of this Annual Report on Form 10-K. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
Cash and Cash Equivalents
Cash and Cash Equivalents
Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments.
Accounts Receivable and Allowance for Credit Losses
Accounts Receivable and Allowance for Credit Losses
The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment due upon receipt of invoice. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so.
To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts.
Concentrations of Credit Risk and Significant Customers
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral.
Property and Equipment
Property and Equipment
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
3 - 5 years
Purchased software and licenses
3 - 5 years
Furniture and fixtures7 years
Leasehold improvementsLesser of estimated useful life or lease term
Business Combinations
Business Combinations
We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for our acquisitions which requires the acquisition purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill.
Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to Acquisition-related expenses on our consolidated statement of operations.
Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology and trade names are valued using the relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset.
The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions. Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. Contingent consideration typically includes earnout payments payable within 6 to 18 months of the date of acquisition based on attainment of certain performance goals. Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted, if necessary. Holdback and contingent consideration liabilities are recorded in Liabilities due to sellers of businesses on our consolidated balance sheet based on their estimated fair values. The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments. Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability. In the event a holdback is reduced subsequent to the finalization of purchase accounting, the reduction is recorded as a gain in Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability.
Goodwill Intangible Assets and Impairment Assessments
Goodwill Intangible Assets and Impairment Assessments
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. We assess Goodwill for impairment annually on October 1st, or more frequently when events or circumstances occur which could cause the Carrying Value (or GAAP basis book value) of our Company to exceed the estimated fair value of our Company.
As we operate as one reporting unit, the Goodwill impairment evaluation is performed at the consolidated entity level by comparing the estimated fair value of the Company to its Carrying Value. We first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its Carrying Value. Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its Carrying Value, then we perform a quantitative analysis using a fair-value-based approach to determine if the fair value of our reporting unit is less than its Carrying Value. See “Note 5. Goodwill and Other Intangible Assets” for more information regarding our 2023 and 2022 Goodwill impairments.
Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Each period the Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets.
Long-Lived Assets
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value.
Software Development Costs
Software Development Costs
Software development costs for software to be sold are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed. Software development costs associated with internal use software are incurred in three stages of development: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Eligible internal and external costs associated with significant upgrades and enhancements incurred during the application development stage are capitalized as property and equipment. During the years ended December 31, 2023, 2022 or 2021, there were no internal use software development costs capitalized under ASC 350-40, Internal-Use Software.
ASC 350-40 also requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. In accordance with ASC 350-40, (i) capitalized implementation costs are classified in the same balance sheet line item as the amounts prepaid for the related hosting arrangement; (ii) amortization of capitalized implementation costs are presented in the same income statement line item as the service fees for the related hosting arrangement; and (iii) cash flows related to capitalized implementation costs are presented within the same category of cash flow activity as the cash flows for the related hosting arrangement (i.e. operating activity).
As of December 31, 2023 and 2022, the net carrying value of capitalized implementation costs related to hosting arrangements that were incurred during the application development stage were not material. Capitalized implementation costs are amortized over the expected term of the arrangement and are amortized in the same line item on our consolidated statements of operations as the expense for fees for the associated hosting arrangement.
Debt Issuance Costs
Debt Issuance Costs
The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense, net over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized debt issuance costs are recorded to Interest expense, net on our consolidated statement of operations.
Derivatives
Derivatives
In 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. Until the termination of a portion of the interest rate swaps as described in “Note 7. Debt”, these interest rate swaps effectively converted $258.5 million and $522.5 million of our term loans as of December 31, 2023 and 2022, respectively, from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the remaining term of the debt.
ASC 815, Derivatives and Hedging, requires entities to recognize derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company assessed the effectiveness of the hedging relationship under the hypothetical derivative method and noted that all of the critical terms of the hypothetical derivative and hedging instrument were the same. The hedging relationship continues to limit the Company’s exposure to the variability in interest rates under the Company’s term loans and related cash outflows. As such, the Company has deemed this hedging relationship as highly effective in offsetting cash flows attributable to hedged risk (variability in forecasted monthly interest payments) for the term of the term loans and interest rate swap agreements. All derivative financial instruments are recorded at fair value as a net asset or liability on our consolidated balance sheets. As of December 31, 2023, the fair value of interest rate swaps included in Interest rate swap assets on our consolidated balance sheets was $14.3 million. As of December 31, 2022, the fair value of interest rate swaps included in Interest rate swap assets was $41.2 million.
The change in the fair value of the hedging instruments is recorded in Interest Rate Swaps on our consolidated statements of comprehensive loss. Amounts deferred on interest rate swaps in our consolidated statements of comprehensive income will be reclassified to Interest expense, net on our consolidated statements of operations in the period in which the hedged item affects earnings. Cash flows from hedging instruments are classified in the same category as the cash flows for the underlying item being hedged within "Net cash provided by operating activities" on the consolidated statements of cash flows.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
The Company recognizes financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.
Preferred Stock
Preferred Stock
In August 2022, the Company closed on the issuance and sale of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Company issued 115,000 shares of Series A Preferred Stock, par value $0.0001 per share, at a price of $1,000 per share, for an initial investment amount of $115.0 million. Pursuant to the Certification of Designation, cumulative preferred dividends accrue quarterly on the Series A Preferred Stock at a rate of (i) 4.5% per annum until but excluding the seven year anniversary of the closing, and (ii) 7.0% per annum on and after the seven year anniversary of the closing. See “Note 12. Series A Convertible Preferred Stock—Series A Convertible Preferred Stock” for further details.
The Series A Preferred Stock and cumulative preferred dividends, net of preferred issuance costs, is presented as Mezzanine Equity of $117.6 million as of December 31, 2023 in the Company’s consolidated balance sheets. The Series A Preferred Stock is classified as Mezzanine Equity because it is redeemable at the option of its holders (upon a deemed liquidation event as defined in “Note 12. Series A Convertible Preferred Stock—Series A Convertible Preferred Stock—Deemed Liquidation Event Redemption”) and has a condition for redemption that is not solely within the control of the issuer.
Revenue Recognition, Cost of Revenue, Customer Relationship Acquisition Costs
Revenue Recognition
Refer to “Note 14 Revenue Recognition” for a detailed discussion of accounting policies related to revenue recognition, including deferred revenue and deferred commissions.
Cost of Revenue
Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology, and hosting and infrastructure costs related to the delivery of the Company’s products and services.
Customer Relationship Acquisition Costs
Costs associated with the acquisition or origination of customer relationships are capitalized as customer relationship assets as incurred and amortized over the estimated life of the customer relationship. Refer to “Note 14. Revenue Recognition” for further discussion regarding deferred commissions.
Advertising Costs
Advertising Costs
Advertising costs are expensed in the period incurred.
Income Taxes
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date.
A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized.
The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries.
The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions. Interest and penalties are recorded as a component of income tax expense.
Leases
Leases
The Company determines if an arrangement is a lease at inception. This determination includes the review of contracts with third parties to identify the existence of potential embedded leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets.
ROU assets represent the Company's right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease ROU asset includes any initial direct costs incurred and is reduced for any tenant incentives. As the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
Stock-Based Compensation
Stock-Based Compensation
We measure all share-based payments, including grants of options to purchase common stock and the issuance of restricted stock or restricted stock units to employees, service providers and board members, using the fair-value at grant date. We record forfeitures as they occur. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized on our consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period. We value restricted stock and restricted stock units at the closing price of our common stock on the grant date. We value stock option awards using the Black-Scholes option-pricing model. For the years ended December 31, 2023, 2022 and 2021, stock-based compensation awards consisted primarily of restricted stock and restricted stock units.
From time to time, we grant restricted stock units that also include performance or market-based conditions (“PRSUs”). For PRSUs granted with a market condition, we use a Monte Carlo simulation analysis to value the award. Compensation expense for awards with marked-based conditions is recognized over the required service period of the grant based on the grant date fair value of the award and is not subject to fluctuation due to achievement of the underlying market-based condition.
Comprehensive Income (Loss)
Comprehensive Income (Loss)
The Company utilizes the guidance in ASC 220, Income Statement—Reporting Comprehensive Income, for the reporting and display of comprehensive income (loss) and its components in the consolidated financial statements. Comprehensive income (loss) consists of net loss, foreign currency translation adjustments for subsidiaries with functional currencies other than the United States dollar (“USD”), unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps.
Foreign Currency Transactions
Foreign Currency Transactions
The functional currency of our foreign subsidiaries are generally the local currencies. Results of operations for foreign subsidiaries are translated into USD using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into USD using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded as a separate component of the Company’s consolidated statements of stockholders' equity in accumulated other comprehensive loss. Assets and liabilities denominated in currencies other than the functional currency are remeasured using the current exchange rate for monetary accounts and historical exchange rates for non-monetary accounts, with exchange differences on remeasurement included in other expense, net in the accompanying statements of operations.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
Recently issued accounting pronouncements - Adopted
In March 2020, the Financial Standards Accounting Board (“FASB”) issued accounting standards update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We adopted ASU 2020-04 during the first quarter of 2023. On February 21, 2023, the Company entered into an amended and restated credit agreement to, among other things, provide for the replacement of LIBOR with the Secured Overnight Financing Rate (“SOFR”), an index measuring the cost of borrowing cash overnight collateralized by Treasury securities. The Company elected to apply the debt agreement modification expedients related to changes to the reference rate from LIBOR to SOFR in the Company's Credit Agreement, which it completed during the three months ended March 31, 2023. Application of these expedients allowed the Company to account for the modification as not substantial. As a result, the debt agreement modification was accounted for by prospectively adjusting the Credit Agreement’s effective interest rate, any existing unamortized debt discount was carried forward and continued to be amortized and no remeasurement of the Credit Agreement at the modification date was required.
The Company has also elected to apply the hedge accounting expedients and exceptions related to changes to the reference rate from LIBOR to SOFR in the Company's interest rate swaps, which it completed during the three months ended March 31, 2023. Application of these exceptions preserves the cash flow hedge designation of the interest rate swaps and the related accounting and presentation consistent with past presentation. The replacement of LIBOR with SOFR in the credit agreement did not have a material impact on the Company’s consolidated financial statements and related disclosures. See “Note—7. Debt” for additional information.
In August 2020, the FASB issued accounting standards update ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (the “ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning after December 15, 2021. The Company adopted this guidance in the first quarter of fiscal 2022 with an immaterial impact to the consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current GAAP, an acquirer in a business combination is generally required to recognize and measure the assets it acquires and the liabilities it assumes at fair value on the acquisition date. The new guidance will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. These amendments are effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted ASU 2021-08 on January 1, 2023 and our adoption did not have a material impact on our consolidated financial statements.
Recently issued accounting pronouncements - Not Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.
v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Schedules of Changes in the Allowance for Doubtful Accounts
The following table presents the changes in the allowance for credit losses (in thousands):
Year Ended December 31,
202320222021
Balance at beginning of year$1,158 $1,107 $1,465 
Provision for credit losses(569)556 694 
Writeoffs, net of recoveries and other(17)(505)(1,052)
Balance at end of year$572 $1,158 $1,107 
Schedule of Estimated Useful Lives of Property and Equipment The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
3 - 5 years
Purchased software and licenses
3 - 5 years
Furniture and fixtures7 years
Leasehold improvementsLesser of estimated useful life or lease term
Property and equipment consisted of the following (in thousands) at:
December 31,
20232022
Equipment$5,722 $6,211 
Furniture and fixtures 279 355 
Leasehold improvements836 1,037 
Accumulated depreciation(4,905)(5,773)
Property and equipment, net$1,932 $1,830 
v3.24.3
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The following table summarizes the consideration transferred for the acquisitions described above (in thousands):
BA InsightObjectif LunePanvivaBlueVennSecond Street
Cash$33,355 $29,750 $19,931 $53,535 $25,436 
Holdback(1)
645 5,250 3,517 2,429 5,000 
Contingent consideration(2)
— — — 2,535 1,650 
Working capital and other adjustments
1,587 644 379 (537)(1,365)
Total consideration$35,587 $35,644 $23,827 $57,962 $30,721 
(1)Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Objectif Lune, Panviva, and Second Street, 15 months following closing for BA Insight and 18 months following the closing of BlueVenn. As of December 31, 2023, all of the holdbacks had been paid.
(2)Represents the acquisition date fair value of anticipated earnout payments which are based on the estimated probability of attainment of the underlying future performance-based conditions at the time of acquisition. The maximum potential payout for the BlueVenn and Second Street were $21.7 million and $3.0 million, respectively. As of March 31, 2022, the earnout payments for BlueVenn and Second Street were finalized resulting in no payments made. Refer to “Note 4. Fair Value Measurements” for further discussion regarding the calculation of fair value of acquisition related earnouts and subsequent payouts.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following condensed table presents the finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions closed in 2022 and 2021 (in thousands):
Final
BA InsightObjectif LunePanvivaBlueVennSecond Street
Year Acquired20222022202120212021
Cash$$745 $132 $1,115 $— 
Accounts receivable2,466 5,677 2,122 1,289 1,105 
Other current assets4,080 7,183 4,985 2,002 89 
Operating lease right-of-use asset110 1,905 197 1,357 489 
Property and equipment248 26 611 156 
Customer relationships10,500 17,717 9,757 18,888 14,600 
Trade name150 362 76 238 200 
Technology2,000 5,512 2,194 4,337 3,400 
Favorable leases— 291 — — — 
Goodwill25,495 23,797 16,604 44,892 16,586 
Other assets25 744 33 24 13 
Total assets acquired
44,833 64,181 36,126 74,753 36,638 
Accounts payable(236)(2,001)(1,257)(2,772)(230)
Accrued expense and other(4,083)(9,431)(5,053)(2,429)(378)
Deferred tax liabilities— (6,353)(2,395)(3,640)(4,320)
Deferred revenue(4,817)(8,847)(3,397)(6,593)(500)
Operating lease liabilities(110)(1,905)(197)(1,357)(489)
Total liabilities assumed
(9,246)(28,537)(12,299)(16,791)(5,917)
Total consideration$35,587 $35,644 $23,827 $57,962 $30,721 
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination
The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the year ended December 31, 2022 (in years):
Customer relationships7.0
Trade name2.0
Developed technology6.2
Favorable Leases6.3
Total weighted-average useful life6.8
v3.24.3
Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
Assets measured at fair value on a recurring basis are summarized below (in thousands):
 Fair Value Measurements at December 31, 2023
 Level 1Level 2Level 3Total
Assets:
Cash equivalents - money market funds$211,661 $— $— $211,661 
Interest rate swaps$— $14,270 $— $14,270 
Total$211,661 $14,270 $— $225,931 
 Fair Value Measurements at December 31, 2022
 Level 1Level 2Level 3Total
Assets:
Cash equivalents - money market funds$172,849 $— $— $172,849 
Interest rate swaps— 41,168 — 41,168 
Total$172,849 $41,168 $— $214,017 
v3.24.3
Goodwill and Other Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
Changes in the Company’s Goodwill balance for each of the two years in the period ended December 31, 2023 are summarized in the table below (in thousands):
Balance at December 31, 2021$457,472 
Acquired in business combinations48,768 
Adjustment related to prior year business combinations
1,466 
Adjustment related to finalization of current year business combinations109 
Impairment of goodwill
(12,500)
Foreign currency translation adjustment(18,272)
Balance at December 31, 2022$477,043 
Adjustment related to prior year business combinations 415 
Impairment of goodwill
(128,755)
Foreign currency translation adjustment5,075 
Balance at December 31, 2023$353,778 
Schedule of Finite-Lived Intangible Assets The following is a summary of the Company’s Intangible assets, net (in thousands):
Estimated Useful
Life (Years)
Gross
Carrying Amount
Accumulated
Amortization
Net Carrying
Amount
December 31, 2023
Customer relationships
1-10
$378,923 $222,436 $156,487 
Trade name
1.5-10
10,012 7,862 2,150 
Developed technology
4-9
94,103 70,582 23,521 
Favorable leases
6.3
$280 $89 $191 
Total intangible assets$483,318 $300,969 $182,349 
Estimated Useful
Life (Years)
Gross
Carrying Amount
Accumulated
Amortization
Net Carrying
Amount
December 31, 2022
Customer relationships
1-10
$372,162 $162,995 $209,167 
Trade name
1.5-10
9,837 6,728 3,109 
Developed technology
4-9
92,585 56,240 36,345 
Favorable leases6.3273 43 230 
Total intangible assets$474,857 $226,006 $248,851 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
As of December 31, 2023, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands):
Year ending December 31:Amortization
Expense
2024$54,232 
202539,163 
202636,934 
202728,028 
202818,284 
Thereafter5,708 
Total$182,349 
v3.24.3
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of Continuing Operations Before Income Taxes
The Company's loss from continuing operations before income taxes was as follows (in thousands):
Year Ended December 31,
202320222021
Loss before provision for income taxes:
United States$(117,208)$(40,818)$(53,981)
Foreign(65,159)(29,336)(12,575)
$(182,367)$(70,154)$(66,556)
Schedule of Components of Income Tax (Benefit)
The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands):
Year Ended December 31,
202320222021
Current
Federal$— $— $— 
State901 971 363 
Foreign1,613 4,776 2,349 
Total Current$2,514 $5,747 $2,712 
Deferred
Federal$(468)$84 $(5,180)
State(771)1,062 (1,033)
Foreign(3,768)(8,634)(4,843)
Total Deferred(5,007)(7,488)(11,056)
(Benefit from) provision for income taxes$(2,493)$(1,741)$(8,344)
Schedule of Deferred Tax Assets and Liabilities Significant components of the Company’s deferred taxes are as follows (in thousands):
As of December 31,
202320222021
Deferred tax assets:
Accrued expenses and allowances$583 $1,640 $2,197 
Deferred revenue571 608 536 
Stock compensation489 612 1,558 
Net operating loss and tax credit carryforwards40,222 52,149 53,388 
Disallowed interest expense carryforwards17,670 17,181 15,654 
Capital expenses66 295 321 
Tax credit carryforwards— 348 — 
Lease liability960 2,139 2,340 
Unrealized losses— — 1,974 
Research and development expenses13,247 6,243 — 
Other410 461 638 
Valuation allowance (41,259)(20,482)(28,627)
Net deferred tax assets$32,959 $61,194 $49,979 
Deferred tax liabilities:
Prepaid expenses$— $(161)$(272)
Intangible assets(36,342)(54,153)(59,092)
Goodwill(2,850)(7,382)(6,570)
Tax credit carryforwards(15)— (99)
Right of use asset(670)(1,504)(1,330)
Unrealized gains(4,049)(10,705)— 
Deferred commissions(5,003)(5,705)(5,409)
Net deferred tax liabilities$(48,929)$(79,610)$(72,772)
Net deferred taxes$(15,970)$(18,416)$(22,793)
Schedule of Effective Income Tax Rate Reconciliation
The Company’s provision for income taxes differs from the expected tax expense (benefit) computed by applying the statutory federal income tax rate to income before taxes due to the following:
Year Ended December 31,
 202320222021
Federal statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal benefit1.1 %(0.2)%1.5 %
Tax credits— %0.6 %0.6 %
Effect of foreign operations(0.4)%0.1 %(0.6)%
Stock compensation(2.2)%(9.5)%(5.4)%
Disallowed excess executive compensation — %(0.6)%(5.3)%
Goodwill impairment(12.5)%(3.6)%— %
Permanent items and other(0.3)%(0.5)%0.1 %
Change in valuation allowance(5.9)%(6.9)%1.1 %
Change in tax rates0.6 %2.1 %(2.6)%
Australia tax basis uplift— %— %2.1 %
1.4 %2.5 %12.5 %
Schedule of Unrecognized Tax Benefits Roll Forward
A reconciliation of the beginning and ending amount of unrecognized tax exposure is as follows (in thousands):
Balance at December 31, 2021$772 
Additions for tax positions of prior years45 
Balance at December 31, 2022$817 
Reductions for tax positions of prior years(817)
Balance at December 31, 2023$— 
v3.24.3
Debt (Tables)
12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
Long-term debt consisted of the following at December 31, 2023 and December 31, 2022 (in thousands):
December 31,
20232022
Senior secured loans (includes unamortized discount of $5,376 and $7,467 based on an imputed interest rate of 7.6% and 5.8%, at December 31, 2023 and December 31, 2022, respectively)
$476,674 $514,983 
Less current maturities(3,172)(3,136)
Total long-term debt$473,502 $511,847 
Schedule of Debt, Interest Rate Swap The impact of the Company’s derivative financial instruments on its consolidated statements of comprehensive loss was as follows (in thousands):
Year Ended December 31
202320222021
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps$(6,434)$49,577 $21,623 
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net(5,289)— — 
Total Other comprehensive income (loss) on interest rate swaps
$(11,723)$49,577 $21,623 
Schedule of Maturities of Long-term Debt
Under the terms of the Credit Facility, future debt maturities of long-term debt excluding debt discounts at December 31, 2023 are as follows (in thousands):        
Year ending December 31:Amount
2024$5,400 
20255,400 
2026471,250 
Total debt outstanding$482,050 
Less unamortized discount5,376 
Total debt outstanding, net of discount$476,674 
v3.24.3
Net Loss Per Share (Tables)
12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table sets for the computations of net loss per share:
Year Ended December 31,
 (In thousands, except share and per share amounts)202320222021
Numerators:
Net loss
$(179,874)$(68,413)$(58,212)
Preferred stock dividends and accretion(5,347)(1,846)— 
Net loss attributable to common stockholders$(185,221)$(70,259)$(58,212)
Denominator:
Weighted–average common shares outstanding, basic and diluted32,074,906 31,528,881 30,295,769 
Net loss per common share, basic and diluted
$(5.77)$(2.23)$(1.92)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
The following table sets forth the anti-dilutive common share equivalents excluded from the weighted-average shares used to calculate diluted net loss per common share:
 Year Ended December 31,
 202320222021
Stock options149,914 154,321 227,605 
Restricted stock units1,758,847 1,509,273 1,379,747 
Performance restricted stock units100,000 93,750 63,537 
Series A Preferred Stock on an as-converted basis(1)
6,982,493 6,676,923 — 
Total anti–dilutive common share equivalents8,991,254 8,434,267 1,670,889 
(1) Per ASU 2020-06, the Company is applying the if-converted method to calculated diluted earnings per share. As of December 31, 2023, the Series A Preferred Stock plus accumulated dividends totaled $122.2 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “Note 12. Series A Convertible Preferred Stock”
v3.24.3
Leases (Tables)
12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Schedule of Lease, Cost
The components of lease expense were as follows (in thousands):
 Year Ended December 31,
20232022
Operating lease cost$3,243 3,959 
Sublease income(1,762)(1,428)
Total lease expense$1,481 2,531 
Other information about lease amounts recognized on our consolidated financial statements is summarized as follows:
 Year Ended December 31,
20232022
Cash paid for amounts included in the measurement of lease liabilities (in thousands):
Operating cash flows from operating leases
$3,908 $4,658 
Right-of-use assets obtained in exchange for lease obligations (in thousands):
Operating leases
$653 $1,943 
Weighted average remaining lease term (in years):
Operating leases
2.23.2
Weighted average discount rate
Operating leases
6.2 %5.4 %
Schedule of Lessee, Operating Lease, Liability, Maturity Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):
Operating
Leases
2024$2,540 
20251,013 
2026520 
2027122 
202852 
Thereafter12 
Total minimum lease payments4,259 
Less amount representing interest(311)
Present value of lease liabilities$3,948 
Operating lease liabilities, current2,351 
Operating lease liabilities, noncurrent1,597 
Total lease liabilities$3,948 
Schedule of Finance Lease, Liability, Maturity Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):
Operating
Leases
2024$2,540 
20251,013 
2026520 
2027122 
202852 
Thereafter12 
Total minimum lease payments4,259 
Less amount representing interest(311)
Present value of lease liabilities$3,948 
Operating lease liabilities, current2,351 
Operating lease liabilities, noncurrent1,597 
Total lease liabilities$3,948 
v3.24.3
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Future Minimum Lease Payments Under Operating and Capital Lease Obligations
Future minimum payments for purchase commitments are as follows (in thousands):
YearPurchase Commitments
2024$22,852 
20257,326 
Thereafter— 
Total minimum payments$30,178 
v3.24.3
Property and Equipment, Net (Tables)
12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
3 - 5 years
Purchased software and licenses
3 - 5 years
Furniture and fixtures7 years
Leasehold improvementsLesser of estimated useful life or lease term
Property and equipment consisted of the following (in thousands) at:
December 31,
20232022
Equipment$5,722 $6,211 
Furniture and fixtures 279 355 
Leasehold improvements836 1,037 
Accumulated depreciation(4,905)(5,773)
Property and equipment, net$1,932 $1,830 
v3.24.3
Stockholders' Equity (Tables)
12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Loss
The following table shows the ending balance of the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section on our consolidated balance sheets at the dates indicated (in thousands):
December 31,
20232022
Other comprehensive income (loss)
Foreign currency translation adjustment$(19,947)$(22,632)
Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes(3,330)(7,426)
Unrealized gain on interest rate swaps14,270 41,168 
Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net
15,175 — 
Total accumulated other comprehensive income (loss)$6,168 $11,110 
Schedule of Allocated Share-Based Compensation Expense
The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands):
Year Ended December 31,
202320222021
Cost of revenue$952 $1,984 $2,088 
Research and development2,463 2,733 3,085 
Sales and marketing2,059 4,239 5,957 
General and administrative (1)
17,400 32,646 42,743 
Total$22,874 $41,602 $53,873 
(1)For the year ended December 31, 2021, a former executive resigned from his positions that resulted in stock-based compensation of $6.3 million related to the acceleration and deemed modification of the unvested portion of grants held at the time of transition. In accordance with ASC 718, Compensation—Stock Compensation, the fair value of these awards were modified and all related expense accelerated on the date of modification as a result of the reduction in required service.
Schedule of PRSU Activity
The following table summarizes PRSU and RSU activity during the year ended December 31, 2023 :
Number of UnitsWeighted-Average Grant Date Fair Value
Unvested restricted units outstanding as of December 31, 20221,603,023 $21.33 
Granted1,850,357 7.66 
Vested(1,189,806)17.72 
Forfeited(1)
(404,727)22.60 
Unvested restricted units outstanding as of December 31, 20231,858,847 $9.76 
(1)Includes forfeited awards related to the 2022 PRSUs. At June 30, 2023, or the end of the performance period for the 2022 PRSUs, none of the awards vested.
Schedule of RSU activity
The following table summarizes PRSU and RSU activity during the year ended December 31, 2023 :
Number of UnitsWeighted-Average Grant Date Fair Value
Unvested restricted units outstanding as of December 31, 20221,603,023 $21.33 
Granted1,850,357 7.66 
Vested(1,189,806)17.72 
Forfeited(1)
(404,727)22.60 
Unvested restricted units outstanding as of December 31, 20231,858,847 $9.76 
(1)Includes forfeited awards related to the 2022 PRSUs. At June 30, 2023, or the end of the performance period for the 2022 PRSUs, none of the awards vested.
Schedule of Valuation Assumptions
Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the year ended December 31, 2023 and year ended December 31, 2022 are as follows:
December 31, 2023December 31, 2022
Expected volatility55.5%49.5%
Risk-free interest rate4.4%0.7%
Remaining performance period (in years)2.861.46
Dividend yield
Schedule of Stock Option Activity
Stock option activity during the year ended December 31, 2023 is as follows:
Number of
Options
Outstanding
Weighted–
Average
Exercise
Price
Weighted–
Average
Remaining
Contractual Term (in Years)
Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2022154,321 $11.19 
Options granted— — 
Options exercised(3,026)1.78 
Options forfeited
Options expired(1,381)4.42 
Outstanding at December 31, 2023149,914 $11.44 2.38$— 
Options vested and expected to vest at December 31, 2023149,914 $11.44 2.39$— 
Options vested and exercisable at December 31, 2023149,914 $11.44 2.38$— 
v3.24.3
Revenue Recognition (Tables)
12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Deferred Commissions
The following table presents the activity impacting deferred commissions for the year ended December 31, 2023 (in thousands):
Deferred Commissions
Deferred commissions balance at December 31, 2022$24,755 
   Capitalized deferred commissions11,350 
   Amortization of deferred commissions(13,108)
Deferred commissions balance at December 31, 2023$22,997 
Schedule of Disaggregation of Revenue The Company has operations primarily in the U.S., United Kingdom and Canada. Information about these operations is presented below (in thousands):
Year Ended December 31,
202320222021
Revenues:
Subscription and support:
   United States$201,252 $211,440 $205,882 
   United Kingdom37,004 41,728 45,673 
   Canada13,644 17,304 13,870 
   Other International29,654 27,415 22,196 
      Total subscription and support revenue281,554 297,887 287,621 
Perpetual license:
   United States2,654 3,284 1,840 
   United Kingdom589 425 11 
   Canada199 264 109 
   Other International2,635 2,975 190 
      Total perpetual license revenue6,077 6,948 2,150 
Professional services:
   United States5,961 6,871 8,104 
   United Kingdom1,318 2,269 2,666 
   Canada827 947 410 
   Other International2,115 2,381 1,065 
      Total professional service revenue10,221 12,468 12,245 
Total revenue$297,852 $317,303 $302,016 
v3.24.3
Segment and Geographic Information (Tables)
12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Schedule of Revenues and Long Lived Assets by Geographical Area
December 31,
20232022
Identifiable long-lived assets:
United States$713 $879 
United Kingdom152 252 
Canada680 390 
Other International387 309 
Total identifiable long-lived assets$1,932 $1,830 
v3.24.3
Organization and Nature of Operations (Details)
12 Months Ended
Dec. 31, 2023
acquisition
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of acquisitions 31
v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details)
1 Months Ended 12 Months Ended
Aug. 23, 2022
Aug. 31, 2022
USD ($)
Dec. 31, 2023
USD ($)
reporting_unit
$ / shares
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
shares
Aug. 31, 2023
USD ($)
Jul. 14, 2022
$ / shares
Dec. 31, 2020
shares
Dec. 31, 2019
USD ($)
Aug. 06, 2019
Class of Stock [Line Items]                    
Number of reportable units | reporting_unit     1              
Capitalized computer software, additions     $ 0 $ 0 $ 0          
Net carrying value of capitalized implementations costs     0 0            
Write off of deferred financing costs     $ 0 $ 0            
Series A convertible preferred stock, issued (in shares) | shares     115,000 115,000            
Series A convertible preferred stock, outstanding (in shares) | shares     115,000 115,000 0     0    
Series A convertible preferred stock, par value (in dollars per share) | $ / shares     $ 0.0001 $ 0.0001            
Temporary equity, carrying amount, attributable to parent     $ 117,638,000 $ 112,291,000            
Advertising expenses     2,000,000 800,000 $ 900,000          
Tax liability accrued in anticipation of future dividends from foreign subsidiaries     0              
Foreign currency transaction gains (losses)     538,000 12,000 (25,000)          
Total accumulated other comprehensive income (loss)                    
Class of Stock [Line Items]                    
Translation gains (losses)     4,100,000 (10,000,000) (600,000)          
Other Expense, Net                    
Class of Stock [Line Items]                    
Foreign currency transaction gains (losses)     300,000 (1,000,000.0) $ 48,600          
Series A Preferred Stock                    
Class of Stock [Line Items]                    
Series A convertible preferred stock, par value (in dollars per share) | $ / shares             $ 0.0001      
Temporary equity, stock issued during period, value, new issues, price per share (in dollars per share) | $ / shares             $ 1,000      
Sale of stock, consideration received on transaction   $ 115,000,000                
Temporary equity, carrying amount, attributable to parent     $ 117,600,000              
Series A Preferred Stock | Before Seven Year Anniversary                    
Class of Stock [Line Items]                    
Temporary equity dividend rate percentage     4.50%              
Series A Preferred Stock | After Seven Year Anniversary                    
Class of Stock [Line Items]                    
Temporary equity dividend rate percentage 7.00%                  
Interest rate swaps                    
Class of Stock [Line Items]                    
Interest rate swap asset     $ 14,300,000              
Interest rate swap liabilities       41,200,000            
Secured Debt                    
Class of Stock [Line Items]                    
Note face amount     $ 258,500,000 $ 522,500,000   $ 259,900,000     $ 540,000,000  
Stated interest rate (as a percent)                 5.40%  
Credit Facility | Secured Debt                    
Class of Stock [Line Items]                    
Note face amount                 $ 190,000,000  
Stated interest rate (as a percent)                   5.40%
Minimum                    
Class of Stock [Line Items]                    
Cash holdback, payment period (in months)     12 months              
Earnout payment, payment period (in months)     6 months              
Maximum                    
Class of Stock [Line Items]                    
Cash holdback, payment period (in months)     18 months              
Earnout payment, payment period (in months)     18 months              
v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Balance at beginning of year $ 1,158 $ 1,107 $ 1,465
Provision for credit losses (569) 556 694
Writeoffs, net of recoveries and other (17) (505) (1,052)
Balance at end of year $ 572 $ 1,158 $ 1,107
v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details)
Dec. 31, 2023
Furniture and fixtures  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 7 years
Minimum | Computer hardware and equipment  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 3 years
Minimum | Purchased software and licenses  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 3 years
Maximum | Computer hardware and equipment  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 5 years
Maximum | Purchased software and licenses  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 5 years
v3.24.3
Acquisitions - Additional Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]      
Acquired in business combinations $ 127,400 $ 48,768  
Expected tax deductible amount of goodwill 6,600    
Business acquisition, transaction costs $ 0 $ 4,600 $ 6,600
v3.24.3
Acquisitions - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($)
$ in Thousands
Feb. 22, 2022
Jan. 07, 2022
Jun. 24, 2021
Feb. 28, 2021
Jan. 19, 2021
Feb. 06, 2020
BA Insight            
Business Acquisition [Line Items]            
Cash $ 33,355          
Holdback 645          
Contingent consideration 0          
Working capital and other adjustments 1,587          
Total consideration $ 35,587          
Cash holdback, payment period (in months) 15 months          
Objectif Lune            
Business Acquisition [Line Items]            
Cash   $ 29,750        
Holdback   5,250        
Contingent consideration   0        
Working capital and other adjustments   644        
Total consideration   $ 35,644        
Cash holdback, payment period (in months)   12 months        
Panviva            
Business Acquisition [Line Items]            
Cash     $ 19,931      
Holdback     3,517      
Contingent consideration     0      
Working capital and other adjustments     379      
Total consideration     $ 23,827      
Cash holdback, payment period (in months)     12 months      
BlueVenn            
Business Acquisition [Line Items]            
Cash       $ 53,535    
Holdback       2,429    
Contingent consideration       2,535    
Working capital and other adjustments       (537)    
Total consideration       $ 57,962    
Cash holdback, payment period (in months)       18 months    
Future earn out payments, maximum       $ 21,700    
Second Street            
Business Acquisition [Line Items]            
Cash         $ 25,436  
Holdback         5,000  
Contingent consideration         1,650  
Working capital and other adjustments         (1,365)  
Total consideration         $ 30,721  
Cash holdback, payment period (in months)         12 months  
Future earn out payments, maximum         $ 3,000  
Localytics            
Business Acquisition [Line Items]            
Cash holdback, payment period (in months)           12 months
v3.24.3
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Feb. 22, 2022
Jan. 07, 2022
Dec. 31, 2021
Jun. 24, 2021
Feb. 28, 2021
Jan. 19, 2021
Business Acquisition [Line Items]                
Goodwill $ 353,778 $ 477,043     $ 457,472      
Operating lease liabilities $ (3,948)              
BA Insight                
Business Acquisition [Line Items]                
Cash     $ 4          
Accounts receivable     2,466          
Other current assets     4,080          
Operating lease right-of-use asset     110          
Property and equipment     3          
Goodwill     25,495          
Other assets     25          
Total assets acquired     44,833          
Accounts payable     (236)          
Accrued expense and other     (4,083)          
Deferred tax liabilities     0          
Deferred revenue     (4,817)          
Operating lease liabilities     (110)          
Total liabilities assumed     (9,246)          
Total consideration     35,587          
BA Insight | Customer relationships                
Business Acquisition [Line Items]                
Intangible assets     10,500          
BA Insight | Trade name                
Business Acquisition [Line Items]                
Intangible assets     150          
BA Insight | Technology                
Business Acquisition [Line Items]                
Intangible assets     2,000          
BA Insight | Favorable leases                
Business Acquisition [Line Items]                
Intangible assets     $ 0          
Objectif Lune                
Business Acquisition [Line Items]                
Cash       $ 745        
Accounts receivable       5,677        
Other current assets       7,183        
Operating lease right-of-use asset       1,905        
Property and equipment       248        
Goodwill       23,797        
Other assets       744        
Total assets acquired       64,181        
Accounts payable       (2,001)        
Accrued expense and other       (9,431)        
Deferred tax liabilities       (6,353)        
Deferred revenue       (8,847)        
Operating lease liabilities       (1,905)        
Total liabilities assumed       (28,537)        
Total consideration       35,644        
Objectif Lune | Customer relationships                
Business Acquisition [Line Items]                
Intangible assets       17,717        
Objectif Lune | Trade name                
Business Acquisition [Line Items]                
Intangible assets       362        
Objectif Lune | Technology                
Business Acquisition [Line Items]                
Intangible assets       5,512        
Objectif Lune | Favorable leases                
Business Acquisition [Line Items]                
Intangible assets       $ 291        
Panviva                
Business Acquisition [Line Items]                
Cash           $ 132    
Accounts receivable           2,122    
Other current assets           4,985    
Operating lease right-of-use asset           197    
Property and equipment           26    
Goodwill           16,604    
Other assets           33    
Total assets acquired           36,126    
Accounts payable           (1,257)    
Accrued expense and other           (5,053)    
Deferred tax liabilities           (2,395)    
Deferred revenue           (3,397)    
Operating lease liabilities           (197)    
Total liabilities assumed           (12,299)    
Total consideration           23,827    
Panviva | Customer relationships                
Business Acquisition [Line Items]                
Intangible assets           9,757    
Panviva | Trade name                
Business Acquisition [Line Items]                
Intangible assets           76    
Panviva | Technology                
Business Acquisition [Line Items]                
Intangible assets           2,194    
Panviva | Favorable leases                
Business Acquisition [Line Items]                
Intangible assets           $ 0    
BlueVenn                
Business Acquisition [Line Items]                
Cash             $ 1,115  
Accounts receivable             1,289  
Other current assets             2,002  
Operating lease right-of-use asset             1,357  
Property and equipment             611  
Goodwill             44,892  
Other assets             24  
Total assets acquired             74,753  
Accounts payable             (2,772)  
Accrued expense and other             (2,429)  
Deferred tax liabilities             (3,640)  
Deferred revenue             (6,593)  
Operating lease liabilities             (1,357)  
Total liabilities assumed             (16,791)  
Total consideration             57,962  
BlueVenn | Customer relationships                
Business Acquisition [Line Items]                
Intangible assets             18,888  
BlueVenn | Trade name                
Business Acquisition [Line Items]                
Intangible assets             238  
BlueVenn | Technology                
Business Acquisition [Line Items]                
Intangible assets             4,337  
BlueVenn | Favorable leases                
Business Acquisition [Line Items]                
Intangible assets             $ 0  
Second Street                
Business Acquisition [Line Items]                
Cash               $ 0
Accounts receivable               1,105
Other current assets               89
Operating lease right-of-use asset               489
Property and equipment               156
Goodwill               16,586
Other assets               13
Total assets acquired               36,638
Accounts payable               (230)
Accrued expense and other               (378)
Deferred tax liabilities               (4,320)
Deferred revenue               (500)
Operating lease liabilities               (489)
Total liabilities assumed               (5,917)
Total consideration               30,721
Second Street | Customer relationships                
Business Acquisition [Line Items]                
Intangible assets               14,600
Second Street | Trade name                
Business Acquisition [Line Items]                
Intangible assets               200
Second Street | Technology                
Business Acquisition [Line Items]                
Intangible assets               3,400
Second Street | Favorable leases                
Business Acquisition [Line Items]                
Intangible assets               $ 0
v3.24.3
Acquisitions - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details)
12 Months Ended
Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]  
Weighted-average amortization period 6 years 9 months 18 days
Customer relationships  
Acquired Finite-Lived Intangible Assets [Line Items]  
Weighted-average amortization period 7 years
Trade name  
Acquired Finite-Lived Intangible Assets [Line Items]  
Weighted-average amortization period 2 years
Developed technology  
Acquired Finite-Lived Intangible Assets [Line Items]  
Weighted-average amortization period 6 years 2 months 12 days
Favorable leases  
Acquired Finite-Lived Intangible Assets [Line Items]  
Weighted-average amortization period 6 years 3 months 18 days
v3.24.3
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Recurring Measurement - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents - money market funds $ 211,661 $ 172,849
Assets, fair value disclosure 225,931 214,017
Interest rate swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swaps 14,270 41,168
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents - money market funds 211,661 172,849
Assets, fair value disclosure 211,661 172,849
Level 1 | Interest rate swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swaps 0 0
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents - money market funds 0 0
Assets, fair value disclosure 14,270 41,168
Level 2 | Interest rate swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swaps 14,270 41,168
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents - money market funds 0 0
Assets, fair value disclosure 0 0
Level 3 | Interest rate swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swaps $ 0 $ 0
v3.24.3
Fair Value Measurements - Additional Information (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Aug. 31, 2023
Dec. 31, 2022
Dec. 31, 2019
Secured Debt        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Note face amount $ 258.5 $ 259.9 $ 522.5 $ 540.0
Level 2 | Recurring Measurement        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Fair value of debt $ 482.1      
v3.24.3
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Goodwill [Roll Forward]        
Beginning balance, goodwill $ 477,043 $ 477,043 $ 457,472  
Acquired in business combinations   127,400 48,768  
Adjustment related to prior year business combinations   415 1,466  
Adjustment related to finalization of current year business combinations     109  
Impairment of goodwill $ (128,800) (128,755) (12,500) $ 0
Foreign currency translation adjustment   5,075 (18,272)  
Ending balance, goodwill   $ 353,778 $ 477,043 $ 457,472
v3.24.3
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]        
Impairment of goodwill $ (128,800) $ (128,755) $ (12,500) $ 0
Amortization expense   $ 70,600 $ 54,600 $ 50,900
v3.24.3
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 483,318 $ 474,857
Accumulated Amortization 300,969 226,006
Total 182,349 248,851
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 378,923 372,162
Accumulated Amortization 222,436 162,995
Total $ 156,487 $ 209,167
Customer relationships | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 1 year 1 year
Customer relationships | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 10 years 10 years
Trade name    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 10,012 $ 9,837
Accumulated Amortization 7,862 6,728
Total $ 2,150 $ 3,109
Trade name | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 1 year 6 months 1 year 6 months
Trade name | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 10 years 10 years
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 94,103 $ 92,585
Accumulated Amortization 70,582 56,240
Total $ 23,521 $ 36,345
Developed technology | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 4 years 4 years
Developed technology | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 9 years 9 years
Favorable leases    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 6 years 3 months 18 days 6 years 3 months 18 days
Gross Carrying Amount $ 280 $ 273
Accumulated Amortization 89 43
Total $ 191 $ 230
v3.24.3
Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2024 $ 54,232  
2025 39,163  
2026 36,934  
2027 28,028  
2028 18,284  
Thereafter 5,708  
Total $ 182,349 $ 248,851
v3.24.3
Income Taxes - Schedule of Continuing Operations Before Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
United States $ (117,208) $ (40,818) $ (53,981)
Foreign (65,159) (29,336) (12,575)
Loss before benefit from income taxes $ (182,367) $ (70,154) $ (66,556)
v3.24.3
Income Taxes - Schedule of Components of Income Tax (Benefit) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Current      
Federal $ 0 $ 0 $ 0
State 901 971 363
Foreign 1,613 4,776 2,349
Total Current 2,514 5,747 2,712
Deferred      
Federal (468) 84 (5,180)
State (771) 1,062 (1,033)
Foreign (3,768) (8,634) (4,843)
Total Deferred (5,007) (7,488) (11,056)
(Benefit from) provision for income taxes $ (2,493) $ (1,741) $ (8,344)
v3.24.3
Income Taxes - Additional Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards $ 304,200,000    
Net operating loss carryforwards, carry forward indefinitely 48,000,000    
Valuation allowance, deferred tax asset, increase (decrease), amount 20,800,000 $ (8,100,000)  
Unrecognized tax benefits 0 817,000 $ 772,000
Accrued interest or penalties related to uncertain tax positions 0    
Tax Effect of Items Recorded in Other Comprehensive Income      
Operating Loss Carryforwards [Line Items]      
Valuation allowance, deferred tax asset, increase (decrease), amount 7,100,000 (13,000,000)  
U.S And U.K      
Operating Loss Carryforwards [Line Items]      
Valuation allowance, deferred tax asset, increase (decrease), amount 13,700,000    
Current Operations      
Operating Loss Carryforwards [Line Items]      
Valuation allowance, deferred tax asset, increase (decrease), amount   $ 4,900,000  
Domestic Tax Authority      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards 256,000,000    
Operating loss carryforwards, expiration amount 155,000,000    
Credit carryforwards, expiration before utilization 4,000,000    
Domestic Tax Authority | Research Tax Credit Carryforward      
Operating Loss Carryforwards [Line Items]      
Research & development credit carryforwards 4,000,000    
Domestic Tax Authority | Tax Year Prior to 2018      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards 200,000,000    
Deferred tax assets, operating loss carryforwards, not subject to expiration 56,000,000    
Foreign Tax Authority      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards $ 48,200,000    
v3.24.3
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Deferred tax assets:      
Accrued expenses and allowances $ 583 $ 1,640 $ 2,197
Deferred revenue 571 608 536
Stock compensation 489 612 1,558
Net operating loss and tax credit carryforwards 40,222 52,149 53,388
Disallowed interest expense carryforwards 17,670 17,181 15,654
Capital expenses 66 295 321
Tax credit carryforwards 0 348 0
Lease liability 960 2,139 2,340
Unrealized losses 0 0 1,974
Deferred Tax Assets, in Process Research and Development 13,247 6,243 0
Other 410 461 638
Valuation allowance (41,259) (20,482) (28,627)
Net deferred tax assets 32,959 61,194 49,979
Deferred tax liabilities:      
Prepaid expenses 0 (161) (272)
Intangible assets (36,342) (54,153) (59,092)
Goodwill (2,850) (7,382) (6,570)
Tax credit carryforwards (15) 0 (99)
Right of use asset (670) (1,504) (1,330)
Unrealized gains (4,049) (10,705) 0
Deferred commissions (5,003) (5,705) (5,409)
Net deferred tax liabilities (48,929) (79,610) (72,772)
Net deferred taxes $ (15,970) $ (18,416) $ (22,793)
v3.24.3
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Federal statutory rate 21.00% 21.00% 21.00%
State taxes, net of federal benefit 1.10% (0.20%) 1.50%
Tax credits 0.00% 0.60% 0.60%
Effect of foreign operations (0.40%) 0.10% (0.60%)
Stock compensation (2.20%) (9.50%) (5.40%)
Disallowed excess executive compensation 0.00% (0.60%) (5.30%)
Goodwill impairment (12.50%) (3.60%) 0.00%
Permanent items and other (0.30%) (0.50%) 0.10%
Change in valuation allowance (5.90%) (6.90%) 1.10%
Change in tax rates 0.60% 2.10% (2.60%)
Australia tax basis uplift 0.00% 0.00% 2.10%
Total effective tax rate 1.40% 2.50% 12.50%
v3.24.3
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]    
Beginning balance $ 817 $ 772
Additions for tax positions of prior years   45
Reductions for tax positions of prior years (817)  
Ending balance $ 0 $ 817
v3.24.3
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Long-term debt $ 476,674  
Less current maturities (3,172) $ (3,136)
Total long-term debt 473,502 511,847
Senior Secured Notes    
Debt Instrument [Line Items]    
Long-term debt 476,674 514,983
Debt instrument, unamortized discount $ 5,376 $ 7,467
Debt instrument, imputed interest rate (percent) 7.60% 5.80%
v3.24.3
Debt - Additional Information (Details) - USD ($)
$ in Thousands
1 Months Ended 12 Months Ended
Sep. 01, 2023
Aug. 06, 2019
Aug. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2019
Debt Instrument [Line Items]              
Interest rate swaps       $ (11,723) $ 49,577 $ 21,623  
Cash flow hedge gain (loss), net       $ 5,900      
Debt instrument, cash interest costs (as a percent)       7.20% 5.40% 5.40%  
Interest rate swaps              
Debt Instrument [Line Items]              
Interest rate derivative assets, sold     $ 259,900        
Interest rate swaps     20,500 $ (6,434) $ 49,577 $ 21,623  
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax       5,289 0 $ 0  
Interest rate swaps | Interest Expense              
Debt Instrument [Line Items]              
Other comprehensive income (loss), derivative, excluded component, increase (decrease), before adjustments, tax       2,500      
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax $ 2,800            
Secured Debt              
Debt Instrument [Line Items]              
Note face amount     $ 259,900 $ 258,500 $ 522,500   $ 540,000
Debt instrument, term             7 years
Stated interest rate (as a percent)             5.40%
Term Loan | Secured Debt              
Debt Instrument [Line Items]              
Note face amount             $ 350,000
Debt instrument, term             7 years
Stated interest rate (as a percent)       5.40%      
Debt instrument, floating interest rate, stated percentage       9.20%      
Repayments of secured debt $ 35,000            
Credit Facility              
Debt Instrument [Line Items]              
Unamortized debt issuance costs       $ 5,400      
Debt instrument, covenant compliance (as a percent)   35.00%          
Debt instrument, covenant, leverage ratio, maximum, amount   $ 50,000          
Debt instrument, covenant, leverage ratio, maximum   6.00          
Increase in interest rate upon default (as a percent)   2.00%          
Credit Facility | Revolving Credit Facility              
Debt Instrument [Line Items]              
Debt instrument, term             5 years
Maximum borrowing capacity             $ 60,000
Commitment fee rate (as a percent)             0.50%
Credit Facility | Letter of Credit              
Debt Instrument [Line Items]              
Maximum borrowing capacity             $ 10,000
Credit Facility | Secured Debt              
Debt Instrument [Line Items]              
Note face amount             $ 190,000
Debt instrument, repayment rate, quarterly (as a percent)             0.25%
Debt instrument, repayment rate, annual (as a percent)             1.00%
Stated interest rate (as a percent)   5.40%          
Credit Facility | Secured Debt | Base Rate              
Debt Instrument [Line Items]              
Basis spread (as a percent)             2.75%
Credit Facility | Secured Debt | Eurodollar Deposits Rate              
Debt Instrument [Line Items]              
Basis spread (as a percent)             3.75%
Credit Facility | Secured Debt | Eurodollar Deposits Rate | Minimum              
Debt Instrument [Line Items]              
Basis spread (as a percent)             0.00%
Credit Facility | Secured Debt | Federal Funds Effective Swap Rate              
Debt Instrument [Line Items]              
Basis spread (as a percent)             0.50%
Credit Facility | Secured Debt | Federal Funds Effective Swap Rate | Minimum              
Debt Instrument [Line Items]              
Basis spread (as a percent)             0.00%
Credit Facility | Secured Debt | Eurodollar              
Debt Instrument [Line Items]              
Basis spread (as a percent)             1.00%
v3.24.3
Debt - Schedule of Debt, Interest Rate Swap (Details) - USD ($)
$ in Thousands
1 Months Ended 12 Months Ended
Aug. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]        
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps   $ (11,723) $ 49,577 $ 21,623
Interest rate swaps        
Debt Instrument [Line Items]        
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps $ 20,500 (6,434) 49,577 21,623
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net   (5,289) 0 0
Total Other comprehensive income (loss) on interest rate swaps   $ (11,723) $ 49,577 $ 21,623
v3.24.3
Debt - Schedule of Maturities of Long-term Debt (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Long-term Debt, Fiscal Year Maturity [Abstract]  
2024 $ 5,400
2025 5,400
2026 471,250
Total debt outstanding 482,050
Long-term debt $ 476,674
v3.24.3
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Numerators:      
Net loss $ (179,874) $ (68,413) $ (58,212)
Preferred stock dividends and accretion (5,347) (1,846) 0
Net loss attributable to common stockholders, basic (185,221) (70,259) (58,212)
Net loss attributable to common stockholders, diluted $ (185,221) $ (70,259) $ (58,212)
Denominator:      
Weighted-average common shares outstanding, basic (in shares) 32,074,906 31,528,881 30,295,769
Weighted-average common shares outstanding, diluted (in shares) 32,074,906 31,528,881 30,295,769
Net loss per common share, basic (in dollars per share) $ (5.77) $ (2.23) $ (1.92)
Net loss per common share, diluted (in dollars per share) $ (5.77) $ (2.23) $ (1.92)
v3.24.3
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 8,991,254 8,434,267 1,670,889
Series A Preferred Stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Preferred stock, conversion price (in dollars per share) $ 17.50    
Stock options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 149,914 154,321 227,605
Restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 1,758,847 1,509,273 1,379,747
Performance restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 100,000 93,750 63,537
Series A Preferred Stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 6,982,493 6,676,923 0
Preferred stock, redemption amount $ 122.2    
v3.24.3
Leases - Additional Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Lessee, Lease, Description [Line Items]      
Operating lease, expense $ 1,400 $ 2,500 $ 6,200
Sublease income 1,762 1,428 $ 1,100
Future sublease income $ 2,500    
Facility Closing      
Lessee, Lease, Description [Line Items]      
Restructuring charges   4,400  
Building      
Lessee, Lease, Description [Line Items]      
Operating lease cost, transformation charges   $ 1,100  
v3.24.3
Leases - Schedule of Lease, Cost (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Leases [Abstract]      
Operating lease cost $ 3,243 $ 3,959  
Sublease income (1,762) (1,428) $ (1,100)
Total lease expense $ 1,481 $ 2,531  
v3.24.3
Leases - Other Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]    
Operating cash flows from operating leases $ 3,908 $ 4,658
Right-of-use asset obtained in exchange for operating lease obligations, Operating leases $ 653 $ 1,943
Weighted average remaining lease term - Operating leases 2 years 2 months 12 days 3 years 2 months 12 days
Weighted average discount rate - Operating leases 6.20% 5.40%
v3.24.3
Leases - Future Minimum Payments for Operating and Finance Leases (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Operating Leases    
2024 $ 2,540  
2025 1,013  
2026 520  
2027 122  
2028 52  
Thereafter 12  
Total minimum lease payments 4,259  
Less amount representing interest (311)  
Present value of lease liabilities 3,948  
Operating lease liabilities, current 2,351 $ 3,205
Operating lease liabilities, noncurrent 1,597 $ 4,947
Total lease liabilities $ 3,948  
v3.24.3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Operating and Capital Lease Obligations (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Purchase Obligation, Fiscal Year Maturity [Abstract]  
2024 $ 22,852
2025 7,326
Thereafter 0
Total minimum payments $ 30,178
v3.24.3
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment, Net [Abstract]    
Accumulated depreciation $ (4,905) $ (5,773)
Property and equipment, net 1,932 1,830
Equipment    
Property, Plant and Equipment, Net [Abstract]    
Property and equipment 5,722 6,211
Furniture and fixtures    
Property, Plant and Equipment, Net [Abstract]    
Property and equipment 279 355
Leasehold improvements    
Property, Plant and Equipment, Net [Abstract]    
Property and equipment $ 836 $ 1,037
v3.24.3
Property and Equipment, Net - Additional Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Abstract]      
Depreciation and amortization expense $ 1,400,000 $ 1,500,000 $ 2,000,000.0
Impairment of long-lived assets 0 0 0
Gain (loss) on disposition of property plant equipment $ (47,000.0) $ (79,000.0) $ 0
v3.24.3
Series A Convertible Preferred Stock (Details)
$ / shares in Units, $ in Millions
12 Months Ended
Aug. 23, 2022
$ / shares
Jul. 14, 2022
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
director
$ / shares
Dec. 31, 2022
$ / shares
shares
Temporary Equity [Line Items]        
Temporary equity, stock issued during period, shares, new issues (in shares) | shares       115,000
Series A convertible preferred stock, par value (in dollars per share)     $ 0.0001 $ 0.0001
Temporary equity voting power     50.00%  
Preferred stock, voting rights, number of board of directors to elect | director     1  
Threshold for electing one board member and not the actual ownership     5.00%  
Preferred stock, voting rights, number of non-voting observer to elect | director     1  
Threshold for electing a non-voting board member requirement and not the actual ownership percentage     10.00%  
Temporary equity, number of consecutive trading days     10 days  
Series A Preferred Stock        
Temporary Equity [Line Items]        
Temporary equity, stock issued during period, shares, new issues (in shares) | shares   115,000    
Series A convertible preferred stock, par value (in dollars per share)   $ 0.0001    
Temporary equity, stock issued during period, value, new issues, price per share (in dollars per share)   $ 1,000    
Aggregate purchase price | $   $ 115.0    
Issuance costs | $     $ 4.6  
Temporary equity, liquidation preference (in dollars per share) $ 1,000      
Dividends payable | $     7.2  
Temporary equity, liquidation preference | $     $ 122.2  
Liquidation cash purchase price (percent)     105.00%  
Temporary equity liquidation preference (percent)     105.00%  
Preferred stock, conversion price (in dollars per share)     $ 17.50  
Series A Preferred Stock | Before Seven Year Anniversary        
Temporary Equity [Line Items]        
Temporary equity dividend rate percentage     4.50%  
Series A Preferred Stock | After Seven Year Anniversary        
Temporary Equity [Line Items]        
Temporary equity dividend rate percentage 7.00%      
v3.24.3
Stockholders' Equity - Additional Information (Details)
$ / shares in Units, $ in Thousands
12 Months Ended
May 02, 2023
$ / shares
shares
Dec. 31, 2023
USD ($)
plan
vote
$ / shares
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
Oct. 31, 2023
USD ($)
Sep. 01, 2023
USD ($)
Jun. 07, 2023
shares
Class of Stock [Line Items]              
Common stock authorized (in shares)   75,000,000 50,000,000       75,000,000
Preferred stock, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001          
Common stock, par value (in dollars per share) | $ / shares   $ 0.0001 $ 0.0001        
Common stock, votes per share | vote   1          
Stock repurchase program, additional authorized amount | $         $ 10,000    
Sales and excise tax payable | $   $ 100          
Stock repurchases and retirements | $   $ 14,201          
Tax benefit preservation plan, ownership change, threshold ownership percentage 4.90%            
Number of stock-based compensation plans | plan   2          
2014 Stock Plan              
Class of Stock [Line Items]              
Number of shares available for grant, annual increase (as a percent)   4.00%          
Stock options              
Class of Stock [Line Items]              
Options outstanding (in shares)   149,914 154,321        
Unrecognized compensation costs | $     $ 0        
Weighted-average remaining contractual life, options vested and exercisable (in years)   2 years 4 months 17 days          
Aggregate intrinsic value of options | $   $ 0 600 $ 1,100      
Stock options | 2010 Stock Plan              
Class of Stock [Line Items]              
Options outstanding (in shares)   27,939          
Stock options | 2014 Stock Plan              
Class of Stock [Line Items]              
Options outstanding (in shares)   121,975          
Common stock shares reserved for issuance under the plan (in shares)   737,581          
Stock options | 2010 Plan and 2014 Plan              
Class of Stock [Line Items]              
Maximum vesting period   10 years          
Stock options | 2010 Plan and 2014 Plan | Maximum              
Class of Stock [Line Items]              
Vesting period   3 years          
Stock options | 2010 Plan and 2014 Plan | Minimum              
Class of Stock [Line Items]              
Vesting period   4 years          
Restricted stock units              
Class of Stock [Line Items]              
Fair value of awards vested | $   $ 5,000 $ 13,900 28,200      
Unrecognized compensation costs | $   $ 16,000          
Weighted-average remaining contractual life, options vested and exercisable (in years)   1 year 9 months 7 days          
Restricted stock units | 2014 Stock Plan              
Class of Stock [Line Items]              
Anti–dilutive common share equivalents (in shares)   1,758,847          
Performance restricted stock units              
Class of Stock [Line Items]              
Vesting period   36 months 18 months        
Granted (in shares)     0        
Fair value of awards vested | $   $ 0 $ 5,600 $ 0      
Target payout (as a percent)   100.00%          
Performance restricted stock units | Chief Executive Officer              
Class of Stock [Line Items]              
Awards vesting rights (as a percent)   50.00% 50.00%        
Performance restricted stock units | Maximum              
Class of Stock [Line Items]              
Awards vesting rights (as a percent)     300.00% 300.00%      
Performance restricted stock units | Minimum              
Class of Stock [Line Items]              
Awards vesting rights (as a percent)     0.00% 0.00%      
Performance restricted stock units | 2014 Stock Plan              
Class of Stock [Line Items]              
Anti–dilutive common share equivalents (in shares)   100,000          
Accumulated Foreign Currency Adjustment Attributable to Parent, Foreign Currency Denominated Intercompany Loans with Foreign Subsidiaries, Tax              
Class of Stock [Line Items]              
Tax expense (benefit) recognized in OCI | $   $ 1,600          
Preferred Stock Purchase Rights              
Class of Stock [Line Items]              
Class of warrant or right, dividends declared (in shares) 1            
Class of warrant or right, outstanding (in shares) 32,441,010            
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares $ 18,000            
Class of warrant or right, number of securities called by each warrant or right (in shares) 0.001            
Class of warrant or right, purchase price adjustment, threshold percentage 1.00%            
Class of warrant or right, entitled dividend payment per security called by each warrant or right (in dollars per share) | $ / shares $ 0.001            
Class of warrant or right, entitled liquidation payment per security called by each warrant or right (in dollars per share) | $ / shares $ 0.001            
Class of warrant or right, entitled liquidation payment, common stock equivalent, number of shares (in shares) 1            
Class of warrant or right, voting power, common stock equivalent, number of shares (in shares) 1            
2023 Share Repurchase Program              
Class of Stock [Line Items]              
Stock repurchase program, authorized amount | $         $ 25,000 $ 15,000  
Stock repurchases and retirements (in shares)   3,245,100          
Stock repurchases and retirements | $   $ 14,200          
Stock repurchase program, remaining authorized repurchase amount | $   $ 10,800          
v3.24.3
Stockholders' Equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders' equity $ 126,294 $ 308,870 $ 316,288 $ 306,615
Foreign currency translation adjustment        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders' equity (19,947) (22,632)    
Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders' equity (3,330) (7,426)    
Unrealized gain on interest rate swaps        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders' equity 14,270 41,168    
Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders' equity 15,175 0    
Total accumulated other comprehensive income (loss)        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders' equity $ 6,168 $ 11,110 $ (11,514) $ (26,234)
v3.24.3
Stockholders' Equity - Schedule of Allocated Share-Based Compensation Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense $ 22,874 $ 41,602 $ 53,873
Cost of revenue      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense 952 1,984 2,088
Research and development      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense 2,463 2,733 3,085
Sales and marketing      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense 2,059 4,239 5,957
General and administrative      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense $ 17,400 $ 32,646 42,743
General and administrative | Executive Officer      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense     $ 6,300
v3.24.3
Stockholders' Equity - Schedule of PRSU and RSU Activity (Details) - PRSU and RSU - $ / shares
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2023
Number of Units    
Unvested balances at beginning of period (in shares) 1,603,023 1,603,023
Granted (in shares)   1,850,357
Vested (in shares) 0 (1,189,806)
Forfeited (in shares)   (404,727)
Unvested balances at end of period (in shares)   1,858,847
Weighted-Average Grant Date Fair Value    
Unvested balances at beginning of period (in dollars per share) $ 21.33 $ 21.33
Granted (in dollars per share)   7.66
Vested (in dollars per share)   17.72
Forfeited (in dollars per share)   22.60
Unvested balances at end of period (in dollars per share)   $ 9.76
v3.24.3
Stockholders' Equity - Schedule of Valuation Assumptions (Details) - Performance restricted stock units - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility 55.50% 49.50%
Risk-free interest rate 4.40% 0.70%
Remaining performance period (in years) 2 years 10 months 9 days 1 year 5 months 15 days
Dividend yield $ 0 $ 0
v3.24.3
Stockholders' Equity - Schedule of Stock Option Activity (Details) - Stock options
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2023
USD ($)
$ / shares
shares
Number of Options Outstanding  
Options outstanding at beginning of period (in shares) | shares 154,321
Options granted (in shares) | shares 0
Options exercised (in shares) | shares (3,026)
Options forfeited (in shares) | shares
Options expired (in shares) | shares (1,381)
Options outstanding at end of period (in shares) | shares 149,914
Options vested and expected to vest (in shares) | shares 149,914
Options vested and exercisable (in shares) | shares 149,914
Weighted– Average Exercise Price  
Weighted-average exercise price, beginning of period (in dollars per share) | $ / shares $ 11.19
Weighted-average exercise price, options granted (in dollars per share) | $ / shares 0
Weighted-average exercise price, options exercised (in dollars per share) | $ / shares 1.78
Weighted-average exercise price, options forfeited (in dollars per share) | $ / shares
Weighted-average exercise price, options expired (in dollars per share) | $ / shares 4.42
Weighted-average exercise price, end of period (in dollars per share) | $ / shares 11.44
Weighted-average exercise price, options vested and expected to vest (in dollars per share) | $ / shares 11.44
Weighted-average exercise price, options vested and exercisable (in dollars per share) | $ / shares $ 11.44
Weighted-average remaining contractual life (in years) 2 years 4 months 17 days
Weighted-average remaining contractual life, options vested and expected to vest (in years) 2 years 4 months 20 days
Weighted-average remaining contractual life, options vested and exercisable (in years) 2 years 4 months 17 days
Aggregate intrinsic value of options outstanding | $ $ 0
Aggregate intrinsic value of option vested and expected to vest | $ 0
Aggregate intrinsic value of options vested and exercisable | $ $ 0
v3.24.3
Revenue Recognition - Additional Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Capitalized Contract Cost [Line Items]    
Unbilled receivables $ 2,701 $ 5,313
Commissions capitalized in excess of amortization of deferred commissions (1,800)  
Remaining performance obligation $ 268,600  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01    
Capitalized Contract Cost [Line Items]    
Remaining performance obligation, percent 68.00%  
Remaining performance obligation, timing 12 months  
Subscription and support    
Capitalized Contract Cost [Line Items]    
Contract with customer, liability, revenue recognized $ 102,300  
Professional services    
Capitalized Contract Cost [Line Items]    
Contract with customer, liability, revenue recognized $ 3,700  
Deferred Commissions For New Customer Contracts    
Capitalized Contract Cost [Line Items]    
Deferred commissions, amortization period 6 years  
Deferred Commissions Related To Renewals    
Capitalized Contract Cost [Line Items]    
Deferred commissions, amortization period 18 months  
v3.24.3
Revenue Recognition - Schedule of Deferred Commissions (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2023
USD ($)
Capitalized Contract Costs [Roll Forward]  
Deferred commissions balance at December 31, 2022 $ 24,755
Capitalized deferred commissions 11,350
Amortization of deferred commissions (13,108)
Deferred commissions balance at December 31, 2023 $ 22,997
v3.24.3
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Total revenue $ 297,852 $ 317,303 $ 302,016
Subscription and support      
Disaggregation of Revenue [Line Items]      
Total revenue 281,554 297,887 287,621
Subscription and support | United States      
Disaggregation of Revenue [Line Items]      
Total revenue 201,252 211,440 205,882
Subscription and support | United Kingdom      
Disaggregation of Revenue [Line Items]      
Total revenue 37,004 41,728 45,673
Subscription and support | Canada      
Disaggregation of Revenue [Line Items]      
Total revenue 13,644 17,304 13,870
Subscription and support | Other International      
Disaggregation of Revenue [Line Items]      
Total revenue 29,654 27,415 22,196
Perpetual license      
Disaggregation of Revenue [Line Items]      
Total revenue 6,077 6,948 2,150
Perpetual license | United States      
Disaggregation of Revenue [Line Items]      
Total revenue 2,654 3,284 1,840
Perpetual license | United Kingdom      
Disaggregation of Revenue [Line Items]      
Total revenue 589 425 11
Perpetual license | Canada      
Disaggregation of Revenue [Line Items]      
Total revenue 199 264 109
Perpetual license | Other International      
Disaggregation of Revenue [Line Items]      
Total revenue 2,635 2,975 190
Professional services      
Disaggregation of Revenue [Line Items]      
Total revenue 10,221 12,468 12,245
Professional services | United States      
Disaggregation of Revenue [Line Items]      
Total revenue 5,961 6,871 8,104
Professional services | United Kingdom      
Disaggregation of Revenue [Line Items]      
Total revenue 1,318 2,269 2,666
Professional services | Canada      
Disaggregation of Revenue [Line Items]      
Total revenue 827 947 410
Professional services | Other International      
Disaggregation of Revenue [Line Items]      
Total revenue $ 2,115 $ 2,381 $ 1,065
v3.24.3
Employee Benefit Plans (Details)
12 Months Ended
Dec. 31, 2023
USD ($)
plan
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Retirement Benefits [Abstract]      
Number of voluntary defined contribution plans | plan 1    
Contributions to the 401(k) plans | $ $ 0 $ 0 $ 0
v3.24.3
Segment and Geographic Information - Schedule of Revenues and Long Lived Assets by Geographical Area (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets $ 1,932 $ 1,830
United States    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 713 879
United Kingdom    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 152 252
Canada    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 680 390
Other International    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets $ 387 $ 309

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