Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-24389 | |
Entity Registrant Name | OneSpan Inc. | |
Entity Tax Identification Number | 36-4169320 | |
Entity Address, Address Line One | 121 West Wacker Drive, Suite 2050 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60601 | |
City Area Code | 312 | |
Local Phone Number | 766-4001 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | OSPN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,978,537 | |
Entity Central Index Key | 0001044777 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 83,094 | $ 96,167 |
Restricted cash | 993 | 1,208 |
Short-term investments | 0 | 2,328 |
Accounts receivable, net of allowances of $1,552 in 2023 and $1,600 in 2022 | 38,154 | 65,132 |
Inventories, net | 15,003 | 12,054 |
Prepaid expenses | 7,909 | 6,222 |
Contract assets | 5,480 | 4,520 |
Other current assets | 9,318 | 10,757 |
Total current assets | 159,951 | 198,387 |
Property and equipment, net | 15,599 | 12,681 |
Operating lease right-of-use assets | 4,677 | 8,022 |
Goodwill | 93,294 | 90,514 |
Intangible assets, net of accumulated amortization | 12,628 | 12,482 |
Deferred income taxes | 1,887 | 1,901 |
Other assets | 10,609 | 11,095 |
Total assets | 298,645 | 335,082 |
Current liabilities | ||
Accounts payable | 17,605 | 17,357 |
Deferred revenue | 52,372 | 64,637 |
Accrued wages and payroll taxes | 16,213 | 18,345 |
Short-term income taxes payable | 2,372 | 2,438 |
Other accrued expenses | 8,494 | 7,664 |
Deferred compensation | 251 | 373 |
Total current liabilities | 97,307 | 110,814 |
Long-term deferred revenue | 4,909 | 6,269 |
Long-term lease liabilities | 5,543 | 8,442 |
Long-term income taxes payable | 0 | 2,565 |
Deferred income taxes | 1,240 | 1,197 |
Other long-term liabilities | 3,047 | 2,484 |
Total liabilities | 112,046 | 131,771 |
Stockholders' equity | ||
Preferred stock: 500 shares authorized, none issued and outstanding at June 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock: $0.001 par value per share, 75,000 shares authorized; 41,017 and 40,764 shares issued; 39,979 and 39,726 shares outstanding at June 30, 2023 and December 31, 2022, respectively | 40 | 40 |
Additional paid-in capital | 114,073 | 107,305 |
Treasury stock, at cost, 1,038 shares outstanding at June 30, 2023 and December 31, 2022 | (18,222) | (18,222) |
Retained earnings | 102,631 | 128,738 |
Accumulated other comprehensive loss | (11,923) | (14,550) |
Total stockholders' equity | 186,599 | 203,311 |
Total liabilities and stockholders' equity | $ 298,645 | $ 335,082 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,552 | $ 1,600 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares issued (in shares) | 41,017,000 | 40,764,000 |
Common stock, shares outstanding (in shares) | 39,979,000 | 39,726,000 |
Treasury stock, at cost (in shares) | 1,038 | 1,038 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||||
Total revenue | $ 55,733 | $ 52,790 | $ 113,340 | $ 105,237 |
Cost of goods sold | ||||
Total cost of goods sold | 21,439 | 17,284 | 39,760 | 33,053 |
Gross profit | 34,294 | 35,506 | 73,580 | 72,184 |
Operating costs | ||||
Sales and marketing | 19,713 | 14,928 | 39,724 | 29,928 |
Research and development | 10,090 | 11,959 | 19,553 | 24,055 |
General and administrative | 15,826 | 12,952 | 32,479 | 27,736 |
Restructuring and other related charges | 5,846 | 2,688 | 6,552 | 5,347 |
Amortization of intangible assets | 583 | 1,217 | 1,166 | 2,599 |
Total operating costs | 52,058 | 43,744 | 99,474 | 89,665 |
Operating loss | (17,764) | (8,238) | (25,894) | (17,481) |
Interest income, net | 585 | 35 | 1,088 | 18 |
Other income (expense), net | 29 | (675) | (11) | 14,972 |
Loss before income taxes | (17,150) | (8,878) | (24,817) | (2,491) |
Provision for income taxes | 601 | 472 | 1,290 | 1,645 |
Net loss | $ (17,751) | $ (9,350) | $ (26,107) | $ (4,136) |
Net loss per share | ||||
Basic (in dollars per share) | $ (0.44) | $ (0.23) | $ (0.65) | $ (0.10) |
Diluted (in dollars per share) | $ (0.44) | $ (0.23) | $ (0.65) | $ (0.10) |
Weighted average common shares outstanding | ||||
Basic (in shares) | 40,399 | 40,157 | 40,435 | 39,870 |
Diluted (in shares) | 40,399 | 40,157 | 40,435 | 39,870 |
Product and license | ||||
Revenue | ||||
Total revenue | $ 30,583 | $ 28,731 | $ 63,729 | $ 58,216 |
Cost of goods sold | ||||
Total cost of goods sold | 14,038 | 10,947 | 25,326 | 20,026 |
Services and other | ||||
Revenue | ||||
Total revenue | 25,150 | 24,059 | 49,611 | 47,021 |
Cost of goods sold | ||||
Total cost of goods sold | $ 7,401 | $ 6,337 | $ 14,434 | $ 13,027 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (17,751) | $ (9,350) | $ (26,107) | $ (4,136) |
Other comprehensive loss | ||||
Cumulative translation adjustment, net of tax | 1,025 | (5,315) | 2,740 | (7,335) |
Pension adjustment, net of tax | (61) | (22) | (121) | (47) |
Unrealized gains (loss) on available-for-sale securities | 1 | (10) | 8 | (89) |
Comprehensive loss | $ (16,786) | $ (14,697) | $ (23,480) | $ (11,607) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury - Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2021 | 40,001,000 | |||||
Beginning balance at Dec. 31, 2021 | $ 219,780 | $ 40 | $ (12,501) | $ 100,250 | $ 143,173 | $ (11,182) |
Beginning balance, treasury stock, at cost (in shares) at Dec. 31, 2021 | 592,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 5,214 | 5,214 | ||||
Foreign currency translation adjustment, net of tax | (2,020) | (2,020) | ||||
Share-based compensation | 1,360 | 1,360 | ||||
Vesting of restricted stock awards (in shares) | 34,000 | |||||
Tax payments for stock issuances (in shares) | (14,000) | |||||
Tax payments for stock issuances | (635) | (635) | ||||
Unrealized gain (loss) on available-for-sale securities | (79) | (79) | ||||
Pension adjustment, net of tax | (25) | (25) | ||||
Ending balance (in shares) at Mar. 31, 2022 | 40,021,000 | |||||
Ending balance at Mar. 31, 2022 | 223,595 | $ 40 | $ (12,501) | 100,975 | 148,387 | (13,306) |
Ending balance, treasury stock, at cost (in shares) at Mar. 31, 2022 | 592,000 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 40,001,000 | |||||
Beginning balance at Dec. 31, 2021 | 219,780 | $ 40 | $ (12,501) | 100,250 | 143,173 | (11,182) |
Beginning balance, treasury stock, at cost (in shares) at Dec. 31, 2021 | 592,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (4,136) | |||||
Unrealized gain (loss) on available-for-sale securities | (89) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 39,597,000 | |||||
Ending balance at Jun. 30, 2022 | 204,342 | $ 40 | $ (18,222) | 102,140 | 139,037 | (18,653) |
Ending balance, treasury stock, at cost (in shares) at Jun. 30, 2022 | 1,038,000 | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 40,021,000 | |||||
Beginning balance at Mar. 31, 2022 | 223,595 | $ 40 | $ (12,501) | 100,975 | 148,387 | (13,306) |
Beginning balance, treasury stock, at cost (in shares) at Mar. 31, 2022 | 592,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (9,350) | (9,350) | ||||
Foreign currency translation adjustment, net of tax | (5,315) | (5,315) | ||||
Share-based compensation (in shares) | 28,000 | |||||
Share-based compensation | 1,253 | 1,253 | ||||
Vesting of restricted stock awards (in shares) | (6,000) | |||||
Vesting of restricted stock awards | (88) | (88) | ||||
Tax payments for stock issuances (in shares) | (446,000) | (446,000) | ||||
Tax payments for stock issuances | (5,721) | $ (5,721) | ||||
Unrealized gain (loss) on available-for-sale securities | (10) | (10) | ||||
Pension adjustment, net of tax | (22) | (22) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 39,597,000 | |||||
Ending balance at Jun. 30, 2022 | 204,342 | $ 40 | $ (18,222) | 102,140 | 139,037 | (18,653) |
Ending balance, treasury stock, at cost (in shares) at Jun. 30, 2022 | 1,038,000 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 39,726,000 | |||||
Beginning balance at Dec. 31, 2022 | $ 203,311 | $ 40 | $ (18,222) | 107,305 | 128,738 | (14,550) |
Beginning balance, treasury stock, at cost (in shares) at Dec. 31, 2022 | 1,038 | 1,038,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ (8,356) | (8,356) | ||||
Foreign currency translation adjustment, net of tax | 1,715 | 1,715 | ||||
Share-based compensation | 3,812 | 3,812 | ||||
Vesting of restricted stock awards (in shares) | 329,000 | |||||
Tax payments for stock issuances (in shares) | (105,000) | |||||
Tax payments for stock issuances | (1,098) | (1,098) | ||||
Unrealized gain (loss) on available-for-sale securities | 7 | 7 | ||||
Pension adjustment, net of tax | (60) | (60) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 39,950,000 | |||||
Ending balance at Mar. 31, 2023 | 199,331 | $ 40 | $ (18,222) | 110,019 | 120,382 | (12,888) |
Ending balance, treasury stock, at cost (in shares) at Mar. 31, 2023 | 1,038,000 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 39,726,000 | |||||
Beginning balance at Dec. 31, 2022 | $ 203,311 | $ 40 | $ (18,222) | 107,305 | 128,738 | (14,550) |
Beginning balance, treasury stock, at cost (in shares) at Dec. 31, 2022 | 1,038 | 1,038,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ (26,107) | |||||
Unrealized gain (loss) on available-for-sale securities | 8 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 39,979,000 | |||||
Ending balance at Jun. 30, 2023 | $ 186,599 | $ 40 | $ (18,222) | 114,073 | 102,631 | (11,923) |
Ending balance, treasury stock, at cost (in shares) at Jun. 30, 2023 | 1,038 | 1,038,000 | ||||
Beginning balance (in shares) at Mar. 31, 2023 | 39,950,000 | |||||
Beginning balance at Mar. 31, 2023 | $ 199,331 | $ 40 | $ (18,222) | 110,019 | 120,382 | (12,888) |
Beginning balance, treasury stock, at cost (in shares) at Mar. 31, 2023 | 1,038,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (17,751) | (17,751) | ||||
Foreign currency translation adjustment, net of tax | 1,025 | 1,025 | ||||
Share-based compensation | 4,503 | 4,503 | ||||
Vesting of restricted stock awards (in shares) | 44,000 | |||||
Tax payments for stock issuances (in shares) | (15,000) | |||||
Tax payments for stock issuances | (449) | (449) | ||||
Unrealized gain (loss) on available-for-sale securities | 1 | 1 | ||||
Pension adjustment, net of tax | (61) | (61) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 39,979,000 | |||||
Ending balance at Jun. 30, 2023 | $ 186,599 | $ 40 | $ (18,222) | $ 114,073 | $ 102,631 | $ (11,923) |
Ending balance, treasury stock, at cost (in shares) at Jun. 30, 2023 | 1,038 | 1,038,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (26,107) | $ (4,136) |
Adjustments to reconcile net loss from operations to net cash used in operations: | ||
Depreciation and amortization of intangible assets | 2,835 | 4,043 |
Impairments of property and equipment, net | 2,087 | 0 |
Impairments of inventories, net | 1,568 | 0 |
Gain on sale of equity-method investment | 0 | (14,810) |
Deferred tax benefit | 66 | 729 |
Stock-based compensation | 8,315 | 2,613 |
Changes in operating assets and liabilities: | ||
Accounts receivable and allowance for doubtful accounts | 27,307 | 15,429 |
Inventories, net | (4,299) | (465) |
Contract assets | (1,017) | (1,033) |
Accounts payable | 35 | 1,202 |
Income taxes payable | (2,638) | (1,608) |
Accrued expenses | (1,728) | (3,454) |
Deferred compensation | (122) | (764) |
Deferred revenue | (13,940) | (7,160) |
Other assets and liabilities | 1,248 | (1,870) |
Net cash used in operating activities | (6,390) | (11,284) |
Cash flows from investing activities: | ||
Purchase of short-term investments | 0 | (15,812) |
Maturities of short-term investments | 2,330 | 30,550 |
Additions to property and equipment | (6,491) | (1,039) |
Additions to intangible assets | (14) | (13) |
Cash paid for acquisition of business | (1,800) | 0 |
Sale of equity-method investment | 0 | 18,874 |
Net cash (used in) provided by investing activities | (5,975) | 32,560 |
Cash flows from financing activities: | ||
Tax payments for restricted stock issuances | (1,546) | (722) |
Repurchase of common stock | 0 | (5,721) |
Net cash used in financing activities | (1,546) | (6,443) |
Effect of exchange rate changes on cash | 624 | (631) |
Net (decrease) increase in cash | (13,287) | 14,202 |
Cash, cash equivalents, and restricted cash, beginning of period | 97,374 | 64,228 |
Cash, cash equivalents, and restricted cash, end of period | $ 84,087 | $ 78,430 |
Description of the Company and
Description of the Company and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Company and Basis of Presentation | Description of the Company and Basis of Presentation Description of the Company OneSpan helps organizations accelerate digital transformations by enabling secure, compliant, and easy customer agreements and transaction experiences. The Company is a global leader in providing high-assurance identity and authentication security as well as enterprise-grade electronic signature (e-signature) solutions for use cases ranging from simple transactions to workflows that are complex or require higher levels of security. The Company’s solutions help its clients ensure the integrity of the people and records associated with digital agreements, transactions, and interactions in industries including banking, financial services, healthcare, and professional services. The Company offers a portfolio of products and services across identity verification, authentication, virtual interactions and transactions, and secure digital storage. OneSpan has operations in Austria, Australia, Belgium, Canada, China, France, Japan, The Netherlands, Singapore, Switzerland, the United Arab Emirates, the United Kingdom (U.K), and the United States (U.S.). Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of OneSpan and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In May 2022, the Company announced a three-year strategic transformation plan that began on January 1, 2023. In conjunction with the strategic transformation plan and to enable a more efficient capital deployment model, effective with the quarter ended June 30, 2022, the Company began reporting under the following two lines of business, which are its reportable operating segments: Digital Agreements and Security Solutions. During the six months ended June 30, 2023, and as a result of the ongoing strategic transformation, the Company refined its allocation methodology to better align internal and external costs more directly to where the employee efforts and company resources are being spent on each segment. While the Company's consolidated results will not be impacted, the Company has recast its segment information for the three and six months ended June 30, 2022 for comparable presentation. For further information regarding the Company’s reportable segments, see Note 3, Segment Information . Estimates and Assumptions The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Translation and Transactions The financial position and results of operations of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated into U.S. Dollars using current exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates are charged or credited to other comprehensive income (loss). Gains and losses resulting from foreign currency transactions are included in the condensed consolidated statements of operations in other (expense) income, net. Foreign exchange transaction losses aggregated $0.2 million and $0.4 million for the three and six months ended June 30, 2023, respectively. Foreign exchange transaction losses aggregated $0.9 million and $1.3 million for the three and six months ended June 30, 2022, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no changes to the significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 28, 2023 that have had a material impact on the Company’s condensed consolidated financial statements and related notes. Restricted Cash The Company is party to lease agreements that require letters of credit to secure the obligations which totaled $0.9 million and $1.1 million at June 30, 2023 and December 31, 2022, respectively. Additionally, the Company maintained a cash guarantee with a payroll vendor in the amount of $0.1 million at both June 30, 2023 and December 31, 2022. The restricted cash related to the letters of credit and the payroll vendor cash guarantee is recorded in "Restricted cash" on the condensed consolidated balance sheets. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, the Company believes that the issued standards that are not yet effective will not have a material impact on its condensed consolidated financial statements and disclosures upon adoption. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker (CODM), in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. • Digital Agreements. Digital Agreements consists of solutions that enable our clients to secure and automate business processes associated with their digital agreement and customer transaction lifecycles that require consent, non-repudiation and compliance. These solutions, which are largely cloud-based, include OneSpan Sign e-signature and OneSpan Notary. This segment also includes costs attributable to our transaction cloud platform. • Security Solutions . Security Solutions consists of our broad portfolio of software products, software development kits (SDKs) and Digipass authenticator devices that are used to build applications designed to defend against attacks on digital transactions across online environments, devices, and applications. The software products and SDKs included in the Security Solutions segment are largely on-premises software products and include identity verification, multi-factor authentication and transaction signing solutions, such as mobile application security and mobile software tokens. Segment operating income consists of the revenues generated by a segment, less the direct costs of revenue, sales and marketing, research and development expenses, amortization expense, and restructuring and other related charges that are incurred directly by a segment. Unallocated corporate costs include costs related to administrative functions that are performed in a centralized manner that are not attributable to a particular segment. Effective with the three months ended September 30, 2022, the Company began allocating amortization of intangible assets expense to operating income (loss) for each of its reportable operating segments in order to better align the expense with the operations of each segment. The Company has updated segment operating income (loss) for the three and six months ended June 30, 2022 to reflect the change in presentation. The allocation change had no impact to the Company's condensed consolidated financial statements. The tables below set forth information about the Company’s reportable operating segments for the three and six months ended June 30, 2023 and 2022, along with the items necessary to reconcile the segment information to the totals reported in the accompanying condensed consolidated financial statements. Three Months Ended Six Months Ended (In thousands, except percentages) 2023 2022 2023 2022 Digital Agreements Revenue $ 11,862 $ 10,454 $ 23,414 $ 23,755 Gross profit $ 8,583 $ 7,647 $ 17,031 $ 17,933 Gross margin 72 % 73 % 73 % 75 % Operating income (loss) (1) $ (7,121) $ (462) $ (13,154) $ 664 Security Solutions Revenue $ 43,871 $ 42,336 $ 89,926 $ 81,482 Gross profit $ 25,711 $ 27,859 $ 56,549 $ 54,251 Gross margin 59 % 66 % 63 % 67 % Operating income (2) $ 8,523 $ 7,999 $ 24,154 $ 15,688 Total Company: Revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 Gross profit $ 34,294 $ 35,506 $ 73,580 $ 72,184 Gross margin 62 % 67 % 65 % 69 % Statements of Operations reconciliation: Segment operating income $ 1,402 $ 7,537 $ 11,000 $ 16,352 Corporate operating expenses not allocated at the segment level (19,166) (15,775) (36,894) (33,833) Operating loss $ (17,764) $ (8,238) $ (25,894) $ (17,481) Interest income, net 585 35 1,088 18 Other income (expense), net 29 (675) (11) 14,972 Loss before income taxes $ (17,150) $ (8,878) $ (24,817) $ (2,491) (1) Digital Agreements operating income includes $0.6 million of amortization of intangible assets expense for (2) Security Solutions operating income includes $0 million and $0.6 million of amortization of intangible assets expense for the three months ended June 30, 2023 and 2022, respectively, and $0 and $1.5 million of amortization of intangible assets expense for the six months ended June 30, 2023 and 2022, respectively. The following tables illustrate the disaggregation of revenues by category and services, including a reconciliation of the disaggregated revenues to revenues from the Company’s two reportable operating segments for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 Digital Agreements Security Solutions Digital Agreements Security Solutions (In thousands) Subscription $ 10,486 $ 12,499 $ 8,736 $ 11,093 Maintenance and support 1,130 10,473 1,408 10,770 Professional services and other (1) 246 1,253 310 1,690 Hardware products — 19,646 — 18,783 Total Revenue $ 11,862 $ 43,871 $ 10,454 $ 42,336 Six Months Ended June 30, 2023 2022 Digital Agreements Security Solutions Digital Agreements Security Solutions (In thousands) Subscription $ 20,834 $ 32,107 $ 20,407 $ 22,691 Maintenance and support 2,126 20,638 2,760 21,364 Professional services and other (1) 454 2,669 588 3,293 Hardware products — 34,512 — 34,134 Total Revenue $ 23,414 $ 89,926 $ 23,755 $ 81,482 (1) Professional services and other includes perpetual software licenses revenue, which was less than 2% of total revenue for the three and six months ended June 30, 2023 and 2022, respectively. The Company allocates goodwill by reporting unit, in accordance with Accounting Standards Codification (ASC) 350 – Goodwill and Other . Asset information by segment is not reported to or reviewed by the CODM to allocate resources, and therefore, the Company has not disclosed asset information for the segments. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Revenue by major products and services The following tables present the Company’s revenues disaggregated by major products and services, geographical region and timing of revenue recognition: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Subscription $ 22,985 $ 19,829 $ 52,941 $ 43,098 Maintenance and support 11,603 12,178 22,764 24,124 Professional services and other (1) 1,499 2,000 3,123 3,881 Hardware products 19,646 18,783 34,512 34,134 Total Revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 (1) Professional services & other includes perpetual software licenses revenue, which was less than 2% of total revenue for the three and six months ended June 30, 2023 and 2022, respectively. Revenue by location of customer for the Three and Six Months Ended June 30, 2023 and 2022 We classify our sales by customer location in three geographic regions: 1) EMEA, which includes Europe, Middle East and Africa; 2) the Americas, which includes North, Central, and South America; and 3) Asia Pacific (APAC), which includes Australia, New Zealand, and India. The breakdown of revenue in each of our major geographic areas was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands, except percentages) Revenue EMEA $ 26,539 $ 23,521 $ 54,359 $ 48,397 Americas 18,331 19,329 38,829 36,578 APAC 10,863 9,940 20,152 20,262 Total revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 % of Total Revenue EMEA 48 % 44 % 48 % 46 % Americas 33 % 37 % 34 % 35 % APAC 19 % 19 % 18 % 19 % Timing of revenue recognition Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Products and Licenses transferred at a point in time $ 30,583 $ 28,731 $ 63,729 $ 58,216 Services transferred over time 25,150 24,059 49,611 47,021 Total Revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 Contract balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers as of June 30, 2023 and December 31, 2022: June 30, December 31, (In thousands) 2023 2022 Receivables, inclusive of trade and unbilled $ 38,154 $ 65,132 Contract Assets (current and non-current) $ 5,708 $ 4,642 Contract Liabilities (Deferred Revenue current and non-current) $ 57,281 $ 70,906 Contract assets relate primarily to multi-year term license arrangements and the remaining contractual billings. These contract assets are transferred to receivables when the right to bill occurs over a 2 to 5 year period. The contract liabilities primarily relate to the advance consideration received from customers for subscription and maintenance services. Revenue is recognized for these services over time. As a practical expedient, the Company does not adjust the promised amount of consideration for the effects of a significant financing component when it is expected, at contract inception, that the period between the Company's transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. Extended payment terms are not typically included in contracts with customers. Revenue recognized during the six months ended June 30, 2023 included $43.1 million that was included on the December 31, 2022 consolidated balance sheet in contract liabilities. Deferred revenue decreased in the same period due to timing of annual renewals. Transaction price allocated to the remaining performance obligations Remaining performance obligations represent the revenue that is expected to be recognized in future periods related to performance obligations that are unsatisfied, or partially unsatisfied, as of the end of the period. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2023: (In thousands) 2023 2024 2025 Beyond 2025 Total Future revenue related to current unsatisfied performance obligations $ 21,056 $ 24,663 $ 11,922 $ 7,028 $ 64,669 The Company applies practical expedients and does not disclose information about remaining performance obligations (a) that have original expected durations of one year or less, or (b) where revenue is recognized as invoiced. Costs of obtaining a contract The Company incurs incremental costs related to commissions, which can be directly tied to obtaining a contract. The Company capitalizes commissions associated with certain new contracts and amortizes the costs over a period of up to seven years, which is the determined benefit period based on the transfer of goods or services. The Company determined the period of benefit by taking into consideration the customer contracts, its technology and other factors, including customer attrition. Commissions are earned upon invoicing to the customer. For contracts with multiple year payment terms, because the commissions that are payable after year 1 are payable based on continued employment, they are expensed when incurred . Commissions and amortization expense are included in “Sales and Marketing” expense in the condensed consolidated statements of operations. Applying the practical expedient, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period for the assets that the Company otherwise would have recognized is one year or less. These costs are included in “Sales and Marketing” expense in the condensed consolidated statements of operations. The following tables provide information related to the capitalized costs and amortization recognized in the current and prior period: (In thousands) June 30, 2023 December 31, 2022 Capitalized costs to obtain contracts, current $ 3,112 $ 2,929 Capitalized costs to obtain contracts, non-current $ 10,086 $ 10,571 Three Months Ended June 30, (In thousands) 2023 2022 Amortization of capitalized costs to obtain contracts $ 754 $ 555 Impairments of capitalized costs to obtain contracts $ — $ — |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories, net, consisting principally of hardware and component parts, are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method. Inventories, net consist of the following: June 30, December 31, (In thousands) Component parts (1) $ 9,211 $ 6,762 Work-in-process and finished goods 5,792 5,292 Total $ 15,003 $ 12,054 (1) In conjunction with the Company's decision to discontinue investments in its Digipass CX product (see Note 16, Restructuring and Other Related Charges) , non-cash impairment charges of $1.6 million for component parts, net, were recorded in "Cost of goods sold, Product and license" on the condensed consolidated statements of operations for the three and six months ended June 30, 2023. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table presents the changes in goodwill during the six months ended June 30, 2023: Digital Agreements Security Solutions Total (In thousands) Net balance at December 31, 2022 $ 19,732 $ 70,782 $ 90,514 Foreign currency exchange rate effect 475 1,704 2,179 Acquisition during the period (1) $ 601 $ — $ 601 Net balance at June 30, 2023 $ 20,808 $ 72,486 $ 93,294 (1) Represents goodwill recorded in conjunction with the acquisition of substantially all the assets of the ProvenDB business of Southbank Software Pty Ltd. during the six months ended June 30, 2023. See Note 17, Business Acquisitions, for additional information. No impairment of goodwill was recorded during the six months ended June 30, 2023 and 2022. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets as of June 30, 2023 and December 31, 2022 consist of the following: As of June 30, 2023 As of December 31, 2022 (In thousands) Useful Life (in years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Acquired technology 3 to 7 $ 43,698 $ 42,290 $ 42,022 $ 41,894 Customer relationships 5 to 12 34,731 24,793 34,386 23,323 Patents, trademarks, and other 10 to 20 13,553 12,271 13,518 12,227 Total $ 91,982 $ 79,354 $ 89,926 $ 77,444 Amortization expense was $0.6 million and $1.2 million for the three months ended June 30, 2023 and 2022, respectively, and $1.2 million and $2.6 million for the six months ended June 30, 2023 and 2022, respectively. Certain intangible assets are denominated in functional currencies besides the U.S. dollar and are subject to currency fluctuations. There was no impairment of intangible assets recorded during the six months ended June 30, 2023 and 2022. |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The following table presents the major classes of property and equipment, net, as of June 30, 2023 and December 31, 2022: (In thousands) June 30, 2023 December 31, 2022 Office equipment and software $ 8,776 $ 14,451 Leasehold improvements 8,602 9,927 Furniture and fixtures 3,754 4,260 Capitalized software 8,187 4,007 Total 29,319 32,645 Accumulated depreciation (13,720) (19,964) Property and equipment, net $ 15,599 $ 12,681 Depreciation expense was $0.8 million and $1.4 million for the three and six months ended June 30, 2023, respectively, compared to $0.7 million and $1.4 million for the three and six months ended June 30, 2022, respectively. As part of the Company's decision to discontinue investments in its Digipass CX product (see Note 16, Restructuring and Other Related Charges) , non-cash impairment charges of $1.4 million for capitalized software were recorded in "Restructuring and other related charges" on the condensed consolidated statements of operations for the three and six months ended June 30, 2023. Restructuring and Other Related Charges) , non-cash impairment charges of $0.6 million for leasehold improvements and $0.1 million for office equipment and software were recorded in "Restructuring and other related charges" on the condensed consolidated statements of operations for the three and six months ended June 30, 2023. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables summarize the Company’s financial assets by level in the fair value hierarchy, which are measured at fair value on a recurring basis, as of June 30, 2023 and December 31, 2022: Fair Value Measurement at Reporting Date Using (In thousands) June 30, 2023 Quoted Prices in Active Markets for Significant Other Observable Inputs Significant Unobservable Inputs (Level 3) Assets: U.S. Treasury Bills $ 22,444 — $ 22,444 — Commercial Paper $ 13,277 — $ 13,277 — U.S. Treasury Notes $ 2,596 — $ 2,596 — Money Market Funds $ 61 — $ 61 — Fair Value Measurement at Reporting Date Using (In thousands) December 31, 2022 Quoted Prices in Active Markets for Significant Other Observable Inputs Significant Unobservable Inputs (Level 3) Assets: Money Market Funds $ 28,388 — $ 28,388 — Commercial Paper $ 6,743 — $ 6,743 — Corporate Notes / Bonds $ 2,328 — $ 2,328 — The Company classifies its investments in debt securities as available-for-sale. The Company reviews available-for-sale debt securities for impairments related to losses and other factors each quarter. The unrealized gains and losses on the available-for-sale debt securities were not material as of June 30, 2023 and December 31, 2022. The Company did not have any transfers of assets between Level 1 and Level 2 or Level 3 of the fair value hierarchy during six months ended June 30, 2023. Also, the Company did not have any financial liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022. The Company’s non-financial assets and liabilities, which include goodwill and long-lived assets held and used, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required, the Company would evaluate the non-financial assets and liabilities for impairment. If an impairment was to occur, the asset or liability would be recorded at its estimated fair value. No impairment was recorded during the six months ended June 30, 2023 and 2022. |
Allowance for Credit Losses
Allowance for Credit Losses | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | Allowance for Credit Losses The changes in the allowance for credit losses during the six months ended June 30, 2023 were as follows: (In thousands) Balance at December 31, 2022 $ 1,600 Provision 204 Write-offs (252) Balance at June 30, 2023 $ 1,552 During the six months ended June 30, 2023, the Company wrote off $0.3 million of accounts receivable that were fully reserved for and no longer deemed collectible. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases Operating lease cost details for the three and six months ended June 30, 2023 and 2022 are as follows: Three Months Ended Six months ended 2023 2022 2023 2022 (In thousands) Building rent $ 478 $ 521 $ 1,001 $ 1,096 Automobile rentals 316 361 566 581 Total net operating lease costs $ 794 $ 882 $ 1,567 $ 1,677 At June 30, 2023, the Company’s weighted average remaining lease term for its operating leases is 4.4 years, and the weighted average discount rate for its operating leases is 5%. During the six months ended June 30, 2023, there were $1.5 million of operating cash payments for lease liabilities, and $0.2 million of right-of use assets obtained in exchange for new lease liabilities. Restructuring and Other Related Charges ), the Company vacated its Chicago office space and abandoned the underlying leases during the three months ended June 30, 2023. The Company accrued a $1.4 million early lease termination fee, which is reflected on the condensed consolidated statements of operations for the three and six months ended June 30, 2023 in "Restructuring and other related charges". The underlying lease right-of-use asset and lease liability for the Chicago leased office space were written off, and a $0.3 million gain related to rent concessions and tenant improvement allowances was recorded on the condensed consolidated statements of operations for the three and six months ended June 30, 2023 in "Restructuring and other related charges". Maturities of the Company’s operating leases as of June 30, 2023 are as follows: As of (In thousands) 2023 $ 1,366 2024 2,041 2025 1,164 2026 1,071 2027 886 Later years 1,246 Less imputed interest (779) Total lease liabilities $ 6,995 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s estimated annual effective tax rate for 2023 before discrete items and excluding entities with a valuation allowance is expected to be approximately 25%. The Company’s global effective tax rate is higher than the U.S. statutory tax rate of 21% primarily due to nondeductible expenses. The ultimate tax expense will depend on the mix of earnings in various jurisdictions. Income taxes, net of refunds, of $3.8 million were paid during the six months ended June 30, 2023. Income taxes, net of refunds, of $2.0 million were paid during the six months ended June 30, 2022. Management assesses the need for a valuation allowance on a regular basis, weighing all positive and negative evidence to determine whether a deferred tax asset will be fully or partially realized. In evaluating the realizability of deferred tax assets, significant pieces of negative evidence such as 3-year cumulative losses are considered. Management also reviews reversal patterns of temporary differences to determine if the Company would have sufficient taxable income due to the reversal of temporary differences to support the realization of deferred tax assets. |
Long-Term Compensation Plan and
Long-Term Compensation Plan and Stock Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Long-Term Compensation Plan and Stock Based Compensation | Long-Term Compensation Plan and Stock Based Compensation (share counts in thousands) Under the OneSpan Inc. 2019 Omnibus Incentive Plan, the Company awards restricted stock units subject to time-based vesting, restricted stock units which are subject to the achievement of future performance criteria and restricted stock units that are subject to the achievement of market conditions. Other long-term incentive plan compensation expense includes cash incentives. The Company awarded 1.0 million restricted stock units during the six months ended June 30, 2023, subject to time-based vesting. The fair value of the unissued time-based restricted stock unit grants was $13.1 million at the dates of grant and the grants are being amortized over the vesting periods of one The Company awarded restricted stock units subject to the achievement of service and future performance criteria during the six months ended June 30, 2023, which allow for up to 0.9 million shares to be earned if the performance criteria are achieved at the target level. The fair value of these awards was $12.8 million at the dates of grant and the awards are being amortized over the requisite service period of one During the six months ended June 30, 2022, stock-based compensation and other long-term incentive plan compensation accruals were reversed for employees who were terminated. The reversal of the accrued long-term incentive plan compensation for the terminated employees largely offset the expense for the period. The following table presents stock-based compensation expense and other long-term incentive plan compensation expense for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Stock-based compensation $ 4,503 $ 1,253 $ 8,315 $ 2,613 Other long-term incentive plan compensation 68 24 179 (112) Total compensation $ 4,571 $ 1,277 $ 8,494 $ 2,501 |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings per share is based on the weighted average number of shares outstanding and excludes the dilutive effect of common stock equivalents. Diluted earnings per share is based on the weighted average number of shares outstanding and includes the dilutive effect of common stock equivalents to the extent they are not anti-dilutive. Because the Company was in a net loss position for the three and six months ended June 30, 2023 and 2022, diluted net loss per share for the period excludes the effects of common stock equivalents, which are anti-dilutive. The details of the earnings per share calculations for the three and six months ended June 30, 2023 and 2022 are as follows: Three Months Ended Six months ended (In thousands, except per share data) 2023 2022 2023 2022 Net loss $ (17,751) $ (9,350) $ (26,107) $ (4,136) Weighted average common shares outstanding: Basic 40,399 40,157 40,435 39,870 Incremental shares with dilutive effect: Restricted stock awards — — — — Diluted 40,399 40,157 40,435 39,870 Net loss per share: Basic $ (0.44) $ (0.23) $ (0.65) $ (0.10) Diluted $ (0.44) $ (0.23) $ (0.65) $ (0.10) |
Legal Proceedings and Contingen
Legal Proceedings and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Contingencies | Legal Proceedings and Contingencies The Company is subject to certain legal proceedings and claims incidental to the operations of its business. The Company is also subject to certain other legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully adjudicated. The Company currently does not anticipate that these matters, if resolved against the Company, will have a material adverse impact on its financial results or financial condition. The Company accrues loss contingencies when losses become probable and are reasonably estimable. As of June 30, 2023, the Company has recorded an accrual of $1.5 million for loss contingencies. The Company does not accrue for contingent losses that, in the judgment of the Company, are considered to be reasonably possible, but not probable. As of June 30, 2023, the Company does not have any reasonably possible losses for which an estimate can be made. Although the Company intends to defend its legal matters vigorously, the ultimate outcome of these matters is uncertain. However, the Company does not expect the potential losses, if any, to have a material adverse impact on its operating results, cash flows, or financial condition. |
Restructuring and Other Related
Restructuring and Other Related Charges | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Related Charges | Restructuring and Other Related Charges In May 2022, the Board approved additional actions related to the Plan through the year ending December 31, 2025. This second phase of the Plan is designed to continue to advance the same objectives as the first phase of the Plan. In connection with the Plan, the Company recorded $5.8 million and $6.6 million in “Restructuring and other related charges” in the condensed consolidated statements of operations for the three and six months ended June 30, 2023, respectively, and $2.7 million and $5.3 million for the three and six months ended June 30, 2022, respectively. The main categories of charges are in the following areas: • Employee costs – include severance, related benefits, and retention pay costs incurred as a result of eliminating positions in certain areas of the Company. For the three and six months ended June 30, 2023, severance-related costs were $2.4 million and $3.1 million, respectively. In total, there were approximately 140 employees, across multiple functions, whose positions were made redundant. The $3.7 million current portion of the restructuring liability at June 30, 2023 is included in "Accrued wages and payroll taxes" in the condensed consolidated balance sheet and is expected to be paid within the next 12 months. The $0.6 million non-current portion is included in "Other long-term liabilities" in the condensed consolidated balance sheet and is expected to be paid within the next 24 months. • Real estate rationalization costs – include costs to align the real estate footprint with the Company’s needs. The Company vacated its Chicago office space and abandoned the underlying leases during the three months ended June 30, 2023, and accrued contract termination fees of $1.4 million. The $0.7 million current portion of the restructuring liability at June 30, 2023 is included in "Other accrued expenses" in the condensed consolidated balance sheet and is expected to be paid within the next 12 months. The $0.7 million non-current portion is included in "Long-term lease liabilities" in the condensed consolidated balance sheet and is expected to be paid within the next 18 months. In conjunction with the abandonment of the Chicago leases, the underlying right-of-use assets and liability were written off and recorded a $0.3 million gain that related to rent concessions and tenant improvement allowances. The Company also incurred a $0.7 million non-cash impairment charge for fixed assets in its Chicago leased office space (See Note 8, Property and Equipment, net ). • Product and services optimization costs - include costs to discontinue products and services that are no longer advancing the Company's operating model. The Company made the decision to discontinue investments in its Digipass CX product and incurred $1.4 million of non-cash impairment charges for capitalized software. The charges are recorded in "Restructuring and other related charges" on the condensed consolidated statements of operations for the three and six months ended June 30, 2023 (See Note 8, Property and Equipment, net ). • Vendor rationalization costs – include costs for contractually committed services the Company is no longer utilizing. For the three and six months ended June 30, 2023, these costs totaled $0.2 million and are included in "Restructuring and other related charges" on the condensed consolidated statements of operations for the three and six months ended June 30, 2023. The table below sets forth the changes in the carrying amount of our restructuring charge liability by restructuring type for the six months ended June 30, 2023. Employee Costs Real Estate Rationalization Total (In thousands) Balance as of December 31, 2022 $ 3,596 $ — $ 3,596 Additions 3,132 1,795 4,927 Payments (2,402) (358) (2,760) Balance as of June 30, 2023 $ 4,326 $ 1,437 $ 5,763 |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions On February 22, 2023, the Company acquired substantially all of the assets of the ProvenDB business of Southbank Software Pty Ltd. ("ProvenDB") under the terms of an asset purchase agreement. Pursuant to the terms of the asset purchase agreement, the total consideration for the acquisition was $2.0 million, of which $1.8 million was paid in cash at closing. The remaining $0.2 million was held back as security for any indemnity claims made by the Company, and to the extent not used to satisfy such claims, will be paid to the seller 12 months after the acquisition date. ProvenDB is a developer of secure storage that leverages blockchain technology in order to prevent data tampering or alteration of documents. The technology acquired in the acquisition is expected to provide a foundational architecture for future blockhain-based digital solutions, including secure storage. As of June 30, 2023, the Company is still determining the purchase price allocation. A preliminary purchase price allocation of the fair value of the assets acquired and liabilities assumed is included in the table below. These estimates are subject to change and may result in an increase in goodwill with regard to our estimates of the acquired assets and assumed liabilities during the measurement period, which may extend up to one year from the acquisition date. (In thousands) As of Date of Opening Balance Sheet Net assets acquired: Acquired technology $ 1,447 Accrued wages and payroll taxes (47) Goodwill 600 Total net assets acquired $ 2,000 Consideration $ 2,000 The financial impact of this acquisition was not material to our condensed consolidated financial statements, and therefore, we have not presented pro forma results of operations for the acquisition. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 3, 2023, the Board of Directors of the Company approved cost reduction actions (the “Actions”) intended to achieve greater operational efficiency, drive higher levels of adjusted EBITDA, and strengthen the Company’s ability to create value for its shareholders over the long term. The Company anticipates incurring restructuring charges in connection with the Actions, and expects that these charges will consist primarily of charges related to employee transition and severance payments, employee benefits and retention related payments, and share-based compensation, with a significantly smaller amount of charges relating to vendor contract termination and rationalization actions. The workforce related component of the Actions is expected to be substantially complete by mid-2024, subject to local law and consultation requirements. The vendor contract component of the Actions is planned for completion by the end of 2025. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of the Company | Description of the Company OneSpan helps organizations accelerate digital transformations by enabling secure, compliant, and easy customer agreements and transaction experiences. The Company is a global leader in providing high-assurance identity and authentication security as well as enterprise-grade electronic signature (e-signature) solutions for use cases ranging from simple transactions to workflows that are complex or require higher levels of security. The Company’s solutions help its clients ensure the integrity of the people and records associated with digital agreements, transactions, and interactions in industries including banking, financial services, healthcare, and professional services. The Company offers a portfolio of products and services across identity verification, authentication, virtual interactions and transactions, and secure digital storage. OneSpan has operations in Austria, Australia, Belgium, Canada, China, France, Japan, The Netherlands, Singapore, Switzerland, the United Arab Emirates, the United Kingdom (U.K), and the United States (U.S.). |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of OneSpan and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In May 2022, the Company announced a three-year strategic transformation plan that began on January 1, 2023. In conjunction with the strategic transformation plan and to enable a more efficient capital deployment model, effective with the quarter ended June 30, 2022, the Company began reporting under the following two lines of business, which are its reportable operating segments: Digital Agreements and Security Solutions. During the six months ended June 30, 2023, and as a result of the ongoing strategic transformation, the Company refined its allocation methodology to better align internal and external costs more directly to where the employee efforts and company resources are being spent on each segment. While the Company's consolidated results will not be impacted, the Company has recast its segment information for the three and six months ended June 30, 2022 for comparable presentation. For further information regarding the Company’s reportable segments, see Note 3, Segment Information . |
Estimates and Assumptions | Estimates and Assumptions The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of |
Foreign Currency Translation and Transactions | Foreign Currency Translation and TransactionsThe financial position and results of operations of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated into U.S. Dollars using current exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates are charged or credited to other comprehensive income (loss). Gains and losses resulting from foreign currency transactions are included in the condensed consolidated statements of operations in other (expense) income, net. |
Restricted Cash | Restricted Cash The Company is party to lease agreements that require letters of credit to secure the obligations which totaled $0.9 million and $1.1 million at June 30, 2023 and December 31, 2022, respectively. Additionally, the Company maintained a cash guarantee with a payroll vendor in the amount of $0.1 million at both June 30, 2023 and December 31, 2022. The restricted cash related to the letters of credit and the payroll vendor cash guarantee is recorded in "Restricted cash" on the condensed consolidated balance sheets. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, the Company believes that the issued standards that are not yet effective will not have a material impact on its condensed consolidated financial statements and disclosures upon adoption. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Reconciliation of segment information to the totals reported in the accompanying consolidated financial statements | The tables below set forth information about the Company’s reportable operating segments for the three and six months ended June 30, 2023 and 2022, along with the items necessary to reconcile the segment information to the totals reported in the accompanying condensed consolidated financial statements. Three Months Ended Six Months Ended (In thousands, except percentages) 2023 2022 2023 2022 Digital Agreements Revenue $ 11,862 $ 10,454 $ 23,414 $ 23,755 Gross profit $ 8,583 $ 7,647 $ 17,031 $ 17,933 Gross margin 72 % 73 % 73 % 75 % Operating income (loss) (1) $ (7,121) $ (462) $ (13,154) $ 664 Security Solutions Revenue $ 43,871 $ 42,336 $ 89,926 $ 81,482 Gross profit $ 25,711 $ 27,859 $ 56,549 $ 54,251 Gross margin 59 % 66 % 63 % 67 % Operating income (2) $ 8,523 $ 7,999 $ 24,154 $ 15,688 Total Company: Revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 Gross profit $ 34,294 $ 35,506 $ 73,580 $ 72,184 Gross margin 62 % 67 % 65 % 69 % Statements of Operations reconciliation: Segment operating income $ 1,402 $ 7,537 $ 11,000 $ 16,352 Corporate operating expenses not allocated at the segment level (19,166) (15,775) (36,894) (33,833) Operating loss $ (17,764) $ (8,238) $ (25,894) $ (17,481) Interest income, net 585 35 1,088 18 Other income (expense), net 29 (675) (11) 14,972 Loss before income taxes $ (17,150) $ (8,878) $ (24,817) $ (2,491) (1) Digital Agreements operating income includes $0.6 million of amortization of intangible assets expense for |
Reconciliation of the disaggregated revenues to revenues from our two operating segments | The following tables illustrate the disaggregation of revenues by category and services, including a reconciliation of the disaggregated revenues to revenues from the Company’s two reportable operating segments for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 Digital Agreements Security Solutions Digital Agreements Security Solutions (In thousands) Subscription $ 10,486 $ 12,499 $ 8,736 $ 11,093 Maintenance and support 1,130 10,473 1,408 10,770 Professional services and other (1) 246 1,253 310 1,690 Hardware products — 19,646 — 18,783 Total Revenue $ 11,862 $ 43,871 $ 10,454 $ 42,336 Six Months Ended June 30, 2023 2022 Digital Agreements Security Solutions Digital Agreements Security Solutions (In thousands) Subscription $ 20,834 $ 32,107 $ 20,407 $ 22,691 Maintenance and support 2,126 20,638 2,760 21,364 Professional services and other (1) 454 2,669 588 3,293 Hardware products — 34,512 — 34,134 Total Revenue $ 23,414 $ 89,926 $ 23,755 $ 81,482 (1) Professional services and other includes perpetual software licenses revenue, which was less than 2% of total revenue for the three and six months ended June 30, 2023 and 2022, respectively. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues disaggregated by geography, major product line and timing of revenue recognition | The following tables present the Company’s revenues disaggregated by major products and services, geographical region and timing of revenue recognition: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Subscription $ 22,985 $ 19,829 $ 52,941 $ 43,098 Maintenance and support 11,603 12,178 22,764 24,124 Professional services and other (1) 1,499 2,000 3,123 3,881 Hardware products 19,646 18,783 34,512 34,134 Total Revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 (1) Professional services & other includes perpetual software licenses revenue, which was less than 2% of total revenue for the three and six months ended June 30, 2023 and 2022, respectively. Revenue by location of customer for the Three and Six Months Ended June 30, 2023 and 2022 We classify our sales by customer location in three geographic regions: 1) EMEA, which includes Europe, Middle East and Africa; 2) the Americas, which includes North, Central, and South America; and 3) Asia Pacific (APAC), which includes Australia, New Zealand, and India. The breakdown of revenue in each of our major geographic areas was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands, except percentages) Revenue EMEA $ 26,539 $ 23,521 $ 54,359 $ 48,397 Americas 18,331 19,329 38,829 36,578 APAC 10,863 9,940 20,152 20,262 Total revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 % of Total Revenue EMEA 48 % 44 % 48 % 46 % Americas 33 % 37 % 34 % 35 % APAC 19 % 19 % 18 % 19 % Timing of revenue recognition Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Products and Licenses transferred at a point in time $ 30,583 $ 28,731 $ 63,729 $ 58,216 Services transferred over time 25,150 24,059 49,611 47,021 Total Revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 |
Schedule of changes in contract assets and contract liabilities | The following table provides information about receivables, contract assets and contract liabilities from contracts with customers as of June 30, 2023 and December 31, 2022: June 30, December 31, (In thousands) 2023 2022 Receivables, inclusive of trade and unbilled $ 38,154 $ 65,132 Contract Assets (current and non-current) $ 5,708 $ 4,642 Contract Liabilities (Deferred Revenue current and non-current) $ 57,281 $ 70,906 |
Schedule of estimated revenue expected to be recognized in the future | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2023: (In thousands) 2023 2024 2025 Beyond 2025 Total Future revenue related to current unsatisfied performance obligations $ 21,056 $ 24,663 $ 11,922 $ 7,028 $ 64,669 |
Schedule of information related to the capitalized costs and amortization recognized in the current and prior period | The following tables provide information related to the capitalized costs and amortization recognized in the current and prior period: (In thousands) June 30, 2023 December 31, 2022 Capitalized costs to obtain contracts, current $ 3,112 $ 2,929 Capitalized costs to obtain contracts, non-current $ 10,086 $ 10,571 Three Months Ended June 30, (In thousands) 2023 2022 Amortization of capitalized costs to obtain contracts $ 754 $ 555 Impairments of capitalized costs to obtain contracts $ — $ — |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of inventories, net | Inventories, net consist of the following: June 30, December 31, (In thousands) Component parts (1) $ 9,211 $ 6,762 Work-in-process and finished goods 5,792 5,292 Total $ 15,003 $ 12,054 (1) In conjunction with the Company's decision to discontinue investments in its Digipass CX product (see Note 16, Restructuring and Other Related Charges) , non-cash impairment charges of $1.6 million for component parts, net, were recorded in "Cost of goods sold, Product and license" on the condensed consolidated statements of operations for the three and six months ended June 30, 2023. |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill activity | The following table presents the changes in goodwill during the six months ended June 30, 2023: Digital Agreements Security Solutions Total (In thousands) Net balance at December 31, 2022 $ 19,732 $ 70,782 $ 90,514 Foreign currency exchange rate effect 475 1,704 2,179 Acquisition during the period (1) $ 601 $ — $ 601 Net balance at June 30, 2023 $ 20,808 $ 72,486 $ 93,294 (1) Represents goodwill recorded in conjunction with the acquisition of substantially all the assets of the ProvenDB business of Southbank Software Pty Ltd. during the six months ended June 30, 2023. See Note 17, Business Acquisitions, for additional information. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of intangible asset activity | Intangible assets as of June 30, 2023 and December 31, 2022 consist of the following: As of June 30, 2023 As of December 31, 2022 (In thousands) Useful Life (in years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Acquired technology 3 to 7 $ 43,698 $ 42,290 $ 42,022 $ 41,894 Customer relationships 5 to 12 34,731 24,793 34,386 23,323 Patents, trademarks, and other 10 to 20 13,553 12,271 13,518 12,227 Total $ 91,982 $ 79,354 $ 89,926 $ 77,444 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of major classes of property and equipment | The following table presents the major classes of property and equipment, net, as of June 30, 2023 and December 31, 2022: (In thousands) June 30, 2023 December 31, 2022 Office equipment and software $ 8,776 $ 14,451 Leasehold improvements 8,602 9,927 Furniture and fixtures 3,754 4,260 Capitalized software 8,187 4,007 Total 29,319 32,645 Accumulated depreciation (13,720) (19,964) Property and equipment, net $ 15,599 $ 12,681 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets that are measured at fair value on a recurring basis | The following tables summarize the Company’s financial assets by level in the fair value hierarchy, which are measured at fair value on a recurring basis, as of June 30, 2023 and December 31, 2022: Fair Value Measurement at Reporting Date Using (In thousands) June 30, 2023 Quoted Prices in Active Markets for Significant Other Observable Inputs Significant Unobservable Inputs (Level 3) Assets: U.S. Treasury Bills $ 22,444 — $ 22,444 — Commercial Paper $ 13,277 — $ 13,277 — U.S. Treasury Notes $ 2,596 — $ 2,596 — Money Market Funds $ 61 — $ 61 — Fair Value Measurement at Reporting Date Using (In thousands) December 31, 2022 Quoted Prices in Active Markets for Significant Other Observable Inputs Significant Unobservable Inputs (Level 3) Assets: Money Market Funds $ 28,388 — $ 28,388 — Commercial Paper $ 6,743 — $ 6,743 — Corporate Notes / Bonds $ 2,328 — $ 2,328 — |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
Schedule change in the allowance for credit losses | The changes in the allowance for credit losses during the six months ended June 30, 2023 were as follows: (In thousands) Balance at December 31, 2022 $ 1,600 Provision 204 Write-offs (252) Balance at June 30, 2023 $ 1,552 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of supplemental consolidated balance sheet information related to our operating leases | Operating lease cost details for the three and six months ended June 30, 2023 and 2022 are as follows: Three Months Ended Six months ended 2023 2022 2023 2022 (In thousands) Building rent $ 478 $ 521 $ 1,001 $ 1,096 Automobile rentals 316 361 566 581 Total net operating lease costs $ 794 $ 882 $ 1,567 $ 1,677 |
Schedule of maturities of operating leases | Maturities of the Company’s operating leases as of June 30, 2023 are as follows: As of (In thousands) 2023 $ 1,366 2024 2,041 2025 1,164 2026 1,071 2027 886 Later years 1,246 Less imputed interest (779) Total lease liabilities $ 6,995 |
Long-Term Compensation Plan a_2
Long-Term Compensation Plan and Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of compensation expense | The following table presents stock-based compensation expense and other long-term incentive plan compensation expense for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Stock-based compensation $ 4,503 $ 1,253 $ 8,315 $ 2,613 Other long-term incentive plan compensation 68 24 179 (112) Total compensation $ 4,571 $ 1,277 $ 8,494 $ 2,501 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Details of earnings per share calculations | The details of the earnings per share calculations for the three and six months ended June 30, 2023 and 2022 are as follows: Three Months Ended Six months ended (In thousands, except per share data) 2023 2022 2023 2022 Net loss $ (17,751) $ (9,350) $ (26,107) $ (4,136) Weighted average common shares outstanding: Basic 40,399 40,157 40,435 39,870 Incremental shares with dilutive effect: Restricted stock awards — — — — Diluted 40,399 40,157 40,435 39,870 Net loss per share: Basic $ (0.44) $ (0.23) $ (0.65) $ (0.10) Diluted $ (0.44) $ (0.23) $ (0.65) $ (0.10) |
Restructuring and Other Relat_2
Restructuring and Other Related Charges (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of changes in the carrying amount of the restructuring charge liability | The table below sets forth the changes in the carrying amount of our restructuring charge liability by restructuring type for the six months ended June 30, 2023. Employee Costs Real Estate Rationalization Total (In thousands) Balance as of December 31, 2022 $ 3,596 $ — $ 3,596 Additions 3,132 1,795 4,927 Payments (2,402) (358) (2,760) Balance as of June 30, 2023 $ 4,326 $ 1,437 $ 5,763 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of business acquisition | ProvenDB is allocated entirely to our Digital Agreements reportable operating segment. (In thousands) As of Date of Opening Balance Sheet Net assets acquired: Acquired technology $ 1,447 Accrued wages and payroll taxes (47) Goodwill 600 Total net assets acquired $ 2,000 Consideration $ 2,000 |
Description of the Company an_2
Description of the Company and Basis of Presentation (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) segment | Jun. 30, 2022 USD ($) segment | Jun. 30, 2023 USD ($) segment | Jun. 30, 2022 USD ($) segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Loss from foreign currency transactions | $ | $ 0.2 | $ 0.9 | $ 0.4 | $ 1.3 |
Number of reportable segments | 2 | |||
Number of operating segments | 2 | 2 | 2 | 2 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Line Items] | ||
Restricted cash | $ 993 | $ 1,208 |
Letter of Credit | ||
Accounting Policies [Line Items] | ||
Restricted cash | 900 | 1,100 |
Guarantees | ||
Accounting Policies [Line Items] | ||
Restricted cash | $ 100 | $ 100 |
Segment Information - Narrative
Segment Information - Narrative (Details) - segment | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting [Abstract] | ||||
Number of operating segments | 2 | 2 | 2 | 2 |
Segment Information - Reconcili
Segment Information - Reconciliation of segment information to the totals reported in the accompanying consolidated financial statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Information | ||||
Revenue | $ 55,733 | $ 52,790 | $ 113,340 | $ 105,237 |
Gross profit | $ 34,294 | $ 35,506 | $ 73,580 | $ 72,184 |
Gross margin | 62% | 67% | 65% | 69% |
Operating income (loss) | $ (17,764) | $ (8,238) | $ (25,894) | $ (17,481) |
Corporate operating expenses not allocated at the segment level | (52,058) | (43,744) | (99,474) | (89,665) |
Operating loss | (17,764) | (8,238) | (25,894) | (17,481) |
Interest income, net | 585 | 35 | 1,088 | 18 |
Other income (expense), net | 29 | (675) | (11) | 14,972 |
Loss before income taxes | (17,150) | (8,878) | (24,817) | (2,491) |
Amortization of intangible assets | 583 | 1,217 | 1,166 | 2,599 |
Digital Agreements | ||||
Segment Information | ||||
Revenue | 11,862 | 10,454 | 23,414 | 23,755 |
Gross profit | $ 8,583 | $ 7,647 | $ 17,031 | $ 17,933 |
Gross margin | 72% | 73% | 73% | 75% |
Operating income (loss) | $ (7,121) | $ (462) | $ (13,154) | $ 664 |
Operating loss | (7,121) | (462) | (13,154) | 664 |
Security Solutions | ||||
Segment Information | ||||
Revenue | 43,871 | 42,336 | 89,926 | 81,482 |
Gross profit | $ 25,711 | $ 27,859 | $ 56,549 | $ 54,251 |
Gross margin | 59% | 66% | 63% | 67% |
Operating income (loss) | $ 8,523 | $ 7,999 | $ 24,154 | $ 15,688 |
Operating loss | 8,523 | 7,999 | 24,154 | 15,688 |
Operating Segments | ||||
Segment Information | ||||
Operating income (loss) | 1,402 | 7,537 | 11,000 | 16,352 |
Corporate operating expenses not allocated at the segment level | (19,166) | (15,775) | (36,894) | (33,833) |
Operating loss | 1,402 | 7,537 | 11,000 | 16,352 |
Operating Segments | Digital Agreements | ||||
Segment Information | ||||
Amortization of intangible assets | 600 | 600 | 1,100 | 1,100 |
Operating Segments | Security Solutions | ||||
Segment Information | ||||
Amortization of intangible assets | $ 0 | $ 600 | $ 0 | $ 1,500 |
Segment Information - Reconci_2
Segment Information - Reconciliation of the disaggregated revenues to revenues from our two operating segments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) segment | Jun. 30, 2022 USD ($) segment | Jun. 30, 2023 USD ($) segment | Jun. 30, 2022 USD ($) segment | |
Segment Information | ||||
Number of operating segments | segment | 2 | 2 | 2 | 2 |
Revenue | $ 55,733 | $ 52,790 | $ 113,340 | $ 105,237 |
Subscription | ||||
Segment Information | ||||
Revenue | 22,985 | 19,829 | 52,941 | 43,098 |
Professional services and other | ||||
Segment Information | ||||
Revenue | $ 1,499 | $ 2,000 | $ 3,123 | $ 3,881 |
Percent of total | 2% | 2% | 2% | 2% |
Digital Agreements | ||||
Segment Information | ||||
Revenue | $ 11,862 | $ 10,454 | $ 23,414 | $ 23,755 |
Digital Agreements | Subscription | ||||
Segment Information | ||||
Revenue | 10,486 | 8,736 | 20,834 | 20,407 |
Digital Agreements | Maintenance and support | ||||
Segment Information | ||||
Revenue | 1,130 | 1,408 | 2,126 | 2,760 |
Digital Agreements | Professional services and other | ||||
Segment Information | ||||
Revenue | 246 | 310 | 454 | 588 |
Digital Agreements | Hardware products | ||||
Segment Information | ||||
Revenue | 0 | 0 | 0 | 0 |
Security Solutions | ||||
Segment Information | ||||
Revenue | 43,871 | 42,336 | 89,926 | 81,482 |
Security Solutions | Subscription | ||||
Segment Information | ||||
Revenue | 12,499 | 11,093 | 32,107 | 22,691 |
Security Solutions | Maintenance and support | ||||
Segment Information | ||||
Revenue | 10,473 | 10,770 | 20,638 | 21,364 |
Security Solutions | Professional services and other | ||||
Segment Information | ||||
Revenue | 1,253 | 1,690 | 2,669 | 3,293 |
Security Solutions | Hardware products | ||||
Segment Information | ||||
Revenue | $ 19,646 | $ 18,783 | $ 34,512 | $ 34,134 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | ||||
Revenue | $ 55,733 | $ 52,790 | $ 113,340 | $ 105,237 |
Products and Licenses transferred at a point in time | ||||
Revenue | ||||
Revenue | 30,583 | 28,731 | 63,729 | 58,216 |
Services transferred over time | ||||
Revenue | ||||
Revenue | 25,150 | 24,059 | 49,611 | 47,021 |
EMEA | ||||
Revenue | ||||
Revenue | $ 26,539 | $ 23,521 | $ 54,359 | $ 48,397 |
Percent of total | 48% | 44% | 48% | 46% |
Americas | ||||
Revenue | ||||
Revenue | $ 18,331 | $ 19,329 | $ 38,829 | $ 36,578 |
Percent of total | 33% | 37% | 34% | 35% |
APAC | ||||
Revenue | ||||
Revenue | $ 10,863 | $ 9,940 | $ 20,152 | $ 20,262 |
Percent of total | 19% | 19% | 18% | 19% |
Subscription | ||||
Revenue | ||||
Revenue | $ 22,985 | $ 19,829 | $ 52,941 | $ 43,098 |
Maintenance and support | ||||
Revenue | ||||
Revenue | 11,603 | 12,178 | 22,764 | 24,124 |
Professional services and other | ||||
Revenue | ||||
Revenue | $ 1,499 | $ 2,000 | $ 3,123 | $ 3,881 |
Percent of total | 2% | 2% | 2% | 2% |
Hardware products | ||||
Revenue | ||||
Revenue | $ 19,646 | $ 18,783 | $ 34,512 | $ 34,134 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Contract balances (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Contract balances | ||
Receivables, inclusive of trade and unbilled | $ 38,154 | $ 65,132 |
Contract Assets (current and non-current) | 5,708 | 4,642 |
Contract Liabilities (Deferred Revenue current and non-current) | 57,281 | $ 70,906 |
Revenue recognized that was included in the balance sheet | $ 43,100 | |
Minimum | ||
Contract balances | ||
The amount of time contract assets are transferred to receivables | 2 years | |
Maximum | ||
Contract balances | ||
The amount of time contract assets are transferred to receivables | 5 years |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Performance Obligations (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Revenue | |
Future revenue related to current unsatisfied performance obligations | $ 64,669 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue | |
Future revenue related to current unsatisfied performance obligations | $ 21,056 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue | |
Future revenue related to current unsatisfied performance obligations | $ 24,663 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue | |
Future revenue related to current unsatisfied performance obligations | $ 11,922 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue | |
Future revenue related to current unsatisfied performance obligations | $ 7,028 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Capitalized Costs and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |||
Amortization period | 7 years | ||
Capitalized costs to obtain contracts, current | $ 3,112 | $ 2,929 | |
Capitalized costs to obtain contracts, non-current | 10,086 | $ 10,571 | |
Amortization of capitalized costs to obtain contracts | 754 | $ 555 | |
Impairments of capitalized costs to obtain contracts | $ 0 | $ 0 |
Inventories, net - Summary of I
Inventories, net - Summary of Inventories, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||||
Component parts (1) | $ 9,211 | $ 9,211 | $ 6,762 | |
Work-in-process and finished goods | 5,792 | 5,792 | 5,292 | |
Total | 15,003 | 15,003 | $ 12,054 | |
Impairments of inventories, net | $ 1,600 | $ 1,568 | $ 0 |
Goodwill - Goodwill Activity (D
Goodwill - Goodwill Activity (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill [Roll Forward] | ||
Net balance at beginning of period | $ 90,514,000 | |
Foreign currency exchange rate effect | 2,179,000 | |
Additions during the period | 601,000 | |
Net balance at end of period | 93,294,000 | |
Goodwill impairment | 0 | $ 0 |
Digital Agreements | ||
Goodwill [Roll Forward] | ||
Net balance at beginning of period | 19,732,000 | |
Foreign currency exchange rate effect | 475,000 | |
Additions during the period | 601,000 | |
Net balance at end of period | 20,808,000 | |
Security Solutions | ||
Goodwill [Roll Forward] | ||
Net balance at beginning of period | 70,782,000 | |
Foreign currency exchange rate effect | 1,704,000 | |
Additions during the period | 0 | |
Net balance at end of period | $ 72,486,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets | |||||
Amortization of intangible assets | $ 583,000 | $ 1,217,000 | $ 1,166,000 | $ 2,599,000 | |
Intangible assets, net | |||||
Gross Carrying Amount | 91,982,000 | 91,982,000 | $ 89,926,000 | ||
Accumulated Amortization | 79,354,000 | 79,354,000 | 77,444,000 | ||
Impairment of intangible assets | 0 | $ 0 | |||
Acquired technology | |||||
Intangible assets, net | |||||
Gross Carrying Amount | 43,698,000 | 43,698,000 | 42,022,000 | ||
Accumulated Amortization | $ 42,290,000 | $ 42,290,000 | $ 41,894,000 | ||
Acquired technology | Minimum | |||||
Intangible assets, net | |||||
Useful Life (in years) | 3 years | 3 years | 3 years | ||
Acquired technology | Maximum | |||||
Intangible assets, net | |||||
Useful Life (in years) | 7 years | 7 years | 7 years | ||
Customer relationships | |||||
Intangible assets, net | |||||
Gross Carrying Amount | $ 34,731,000 | $ 34,731,000 | $ 34,386,000 | ||
Accumulated Amortization | $ 24,793,000 | $ 24,793,000 | $ 23,323,000 | ||
Customer relationships | Minimum | |||||
Intangible assets, net | |||||
Useful Life (in years) | 5 years | 5 years | 5 years | ||
Customer relationships | Maximum | |||||
Intangible assets, net | |||||
Useful Life (in years) | 12 years | 12 years | 12 years | ||
Patents, trademarks, and other | |||||
Intangible assets, net | |||||
Gross Carrying Amount | $ 13,553,000 | $ 13,553,000 | $ 13,518,000 | ||
Accumulated Amortization | $ 12,271,000 | $ 12,271,000 | $ 12,227,000 | ||
Patents, trademarks, and other | Minimum | |||||
Intangible assets, net | |||||
Useful Life (in years) | 10 years | 10 years | 10 years | ||
Patents, trademarks, and other | Maximum | |||||
Intangible assets, net | |||||
Useful Life (in years) | 20 years | 20 years | 20 years |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Total | $ 29,319 | $ 29,319 | $ 32,645 | ||
Accumulated depreciation | (13,720) | (13,720) | (19,964) | ||
Property and equipment, net | 15,599 | 15,599 | 12,681 | ||
Depreciation expense | 800 | $ 700 | 1,400 | $ 1,400 | |
Non-cash impairment charge | 2,087 | $ 0 | |||
Office equipment and software | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 8,776 | 8,776 | 14,451 | ||
Non-cash impairment charge | 100 | 100 | |||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 8,602 | 8,602 | 9,927 | ||
Non-cash impairment charge | 600 | 600 | |||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 3,754 | 3,754 | 4,260 | ||
Capitalized software | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 8,187 | 8,187 | $ 4,007 | ||
Non-cash impairment charge | $ 1,400 | $ 1,400 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
U.S. Treasury Bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 22,444 | |
U.S. Treasury Bills | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
U.S. Treasury Bills | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 22,444 | |
U.S. Treasury Bills | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 13,277 | $ 6,743 |
Commercial Paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Commercial Paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 13,277 | 6,743 |
Commercial Paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
U.S. Treasury Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,596 | |
U.S. Treasury Notes | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
U.S. Treasury Notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,596 | |
U.S. Treasury Notes | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 61 | 28,388 |
Money Market Funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | 0 |
Money Market Funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 61 | 28,388 |
Money Market Funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 0 | 0 |
Corporate Notes / Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,328 | |
Corporate Notes / Bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 0 | |
Corporate Notes / Bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | 2,328 | |
Corporate Notes / Bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 0 |
Fair Value Measurements - Dealf
Fair Value Measurements - Dealflo (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||
Impairment of intangible assets | $ 0 | $ 0 |
Allowance for Credit Losses (De
Allowance for Credit Losses (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Changes in the allowance for credit losses | |
Beginning Balance | $ 1,600 |
Provision | 204 |
Write-offs | (252) |
Ending Balance | $ 1,552 |
Allowance for Credit Losses - N
Allowance for Credit Losses - Narrative (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Credit Loss [Abstract] | |
Accounts receivable, write offs that were fully reserved for and no longer deemed collectible | $ 252 |
Leases - Schedule of supplement
Leases - Schedule of supplemental consolidated balance sheet information related to our operating leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Total net operating lease costs | $ 794 | $ 882 | $ 1,567 | $ 1,677 |
Building rent | ||||
Lessee, Lease, Description [Line Items] | ||||
Total net operating lease costs | 478 | 521 | 1,001 | 1,096 |
Automobile rentals | ||||
Lessee, Lease, Description [Line Items] | ||||
Total net operating lease costs | $ 316 | $ 361 | $ 566 | $ 581 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | |
Leases [Abstract] | ||
Weighted average remaining lease term | 4 years 4 months 24 days | 4 years 4 months 24 days |
Weighted-average discount rate | 5% | 5% |
Cash payments to settle a lease liability reported in cash flows | $ 1.5 | $ 1.5 |
Right-of-use assets obtained in exchange for new lease liabilities | 0.2 | 0.2 |
Early lease termination fee | 1.4 | 1.4 |
Gain on rent concession and tenant improvement allowances | $ 0.3 | $ 0.3 |
Leases - Maturities of our oper
Leases - Maturities of our operating leases (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Maturities of operating leases | |
2023 | $ 1,366 |
2024 | 2,041 |
2025 | 1,164 |
2026 | 1,071 |
2027 | 886 |
Later years | 1,246 |
Less imputed interest | (779) |
Total lease liabilities | $ 6,995 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Effective tax rate | 25% | ||
Statutory tax rate | 21% | ||
Income taxes paid | $ 3.8 | $ 2 | |
Deferred tax assets, foreign and state NOL carryforwards | $ 46.8 | ||
Foreign and state, net operating loss (NOL) carryforwards | 125.7 | ||
Other foreign deductible carryforwards | 124.2 | ||
Deferred tax assets, valuation allowance | $ 37.7 |
Long-Term Compensation Plan a_3
Long-Term Compensation Plan and Stock Based Compensation (Details) - 2019 Omnibus Incentive Plan $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Restricted Stock, subject to time-based criteria | |
Plan information | |
Stock based compensation awards issued shares (in shares) | shares | 1,000,000 |
Restricted stock awards | $ | $ 13.1 |
Restricted Stock, subject to time-based criteria | Minimum | |
Plan information | |
Vesting period (in years) | 1 year |
Restricted Stock, subject to time-based criteria | Maximum | |
Plan information | |
Vesting period (in years) | 3 years |
Restricted Stock, subject to future performance criteria | |
Plan information | |
Stock based compensation awards issued shares (in shares) | shares | 900,000 |
Restricted stock awards | $ | $ 12.8 |
Vesting period (in years) | 3 years |
Restricted stock expected to be earned, percent | 63% |
Long-Term Compensation Plan a_4
Long-Term Compensation Plan and Stock Based Compensation - Allocation of Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Compensation expense | ||||
Stock-based compensation | $ 4,503 | $ 1,253 | $ 8,315 | $ 2,613 |
Other long-term incentive plan compensation | 68 | 24 | 179 | (112) |
Total compensation | $ 4,571 | $ 1,277 | $ 8,494 | $ 2,501 |
Earnings per Share - Details of
Earnings per Share - Details of Earnings Per Share Calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (17,751) | $ (8,356) | $ (9,350) | $ 5,214 | $ (26,107) | $ (4,136) |
Weighted average common shares outstanding: | ||||||
Basic (in shares) | 40,399 | 40,157 | 40,435 | 39,870 | ||
Incremental shares with dilutive effect: | ||||||
Restricted stock awards | 0 | 0 | 0 | 0 | ||
Diluted (in shares) | 40,399 | 40,157 | 40,435 | 39,870 | ||
Basic (in dollars per share) | $ (0.44) | $ (0.23) | $ (0.65) | $ (0.10) | ||
Diluted (in dollars per share) | $ (0.44) | $ (0.23) | $ (0.65) | $ (0.10) |
Legal Proceedings and Conting_2
Legal Proceedings and Contingencies - Rent expense and purchase obligations (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Liabilities accrued | $ 1.5 |
Restructuring and Other Relat_3
Restructuring and Other Related Charges - Narrative (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) employee | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Restructuring Plan | |||||
Restructuring and other related charges | $ 5,846 | $ 2,688 | $ 6,552 | $ 5,347 | |
Contract termination fees | 5,763 | 5,763 | $ 3,596 | ||
Gain on rent concession and tenant improvement allowances | 300 | 300 | |||
Non-cash impairment charge | 2,087 | 0 | |||
Payments | 2,760 | ||||
Capitalized software | |||||
Restructuring Plan | |||||
Non-cash impairment charge | 1,400 | 1,400 | |||
Employee Costs | |||||
Restructuring Plan | |||||
Severance-related costs | 2,400 | $ 3,100 | |||
Number of employees eliminated | employee | 140 | ||||
Restructuring liability, current | 3,700 | $ 3,700 | |||
Restructuring liability, noncurrent | 600 | 600 | |||
Contract termination fees | 4,326 | 4,326 | 3,596 | ||
Payments | 2,402 | ||||
Real Estate Rationalization | |||||
Restructuring Plan | |||||
Restructuring liability, current | 700 | 700 | |||
Restructuring liability, noncurrent | 700 | 700 | |||
Contract termination fees | 1,437 | 1,437 | $ 0 | ||
Gain on rent concession and tenant improvement allowances | 300 | ||||
Non-cash impairment charge | 700 | ||||
Payments | 358 | ||||
Vendor Rationalization | |||||
Restructuring Plan | |||||
Payments | 200 | 200 | |||
Plan | |||||
Restructuring Plan | |||||
Restructuring and other related charges | $ 5,800 | $ 2,700 | $ 6,600 | $ 5,300 |
Restructuring and Other Relat_4
Restructuring and Other Related Charges - Operating costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 3,596 | |
Additions | 4,927 | |
Payments | (2,760) | |
Ending balance | $ 5,763 | 5,763 |
Employee Costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 3,596 | |
Additions | 3,132 | |
Payments | (2,402) | |
Ending balance | 4,326 | 4,326 |
Real Estate Rationalization | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Additions | 1,795 | |
Payments | (358) | |
Ending balance | 1,437 | 1,437 |
Vendor Rationalization | ||
Restructuring Reserve [Roll Forward] | ||
Payments | $ (200) | $ (200) |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) - ProvenDB $ in Thousands | Feb. 22, 2023 USD ($) |
Asset Acquisition [Line Items] | |
Total consideration | $ 2,000 |
Cash payments for acquisition | 1,800 |
Aggregate amount held for net working capital adjustments | 200 |
Digital Agreements | |
Asset Acquisition [Line Items] | |
Total consideration | $ 2,000 |
Business Acquisitions - Allocat
Business Acquisitions - Allocation (Details) - USD ($) $ in Thousands | Feb. 22, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Asset Acquisition [Line Items] | |||
Goodwill | $ 93,294 | $ 90,514 | |
Digital Agreements | |||
Asset Acquisition [Line Items] | |||
Goodwill | $ 20,808 | $ 19,732 | |
ProvenDB | |||
Asset Acquisition [Line Items] | |||
Consideration | $ 2,000 | ||
ProvenDB | Digital Agreements | |||
Asset Acquisition [Line Items] | |||
Acquired technology | 1,447 | ||
Accrued wages and payroll taxes | (47) | ||
Goodwill | 600 | ||
Total net assets acquired | 2,000 | ||
Consideration | $ 2,000 |