Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 20, 2024 | Jun. 30, 2023 | |
Entity Listings [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36720 | ||
Entity Registrant Name | Upland Software, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-2992077 | ||
Entity Address, Address Line One | 401 Congress Ave. | ||
Entity Address, Address Line Two | Suite 1850 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78701 | ||
City Area Code | 512 | ||
Local Phone Number | 960-1010 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 108.9 | ||
Entity Common Stock, Shares Outstanding | 28,855,055 | ||
Documents Incorporated by Reference | Certain portions, as expressly described in this Annual Report on Form 10-K, of the registrant’s Proxy Statement for the 2024 Annual Meeting of the Stockholders, to be filed not later than 120 days after the end of the year covered by this Annual Report, are incorporated by reference into Part III of this Annual Report where indicated. | ||
Entity Central Index Key | 0001505155 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | UPLD | ||
Security Exchange Name | NASDAQ | ||
Preferred Stock Purchase Rights | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Preferred Stock Purchase Rights | ||
No Trading Symbol Flag | true | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Austin, Texas |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 236,559 | $ 248,653 |
Accounts receivable, net of allowance for credit losses | 38,765 | 47,594 |
Deferred commissions, current | 10,429 | 10,961 |
Unbilled receivables | 2,701 | 5,313 |
Income tax receivable, current | 3,775 | 542 |
Prepaid expenses and other current assets | 8,004 | 8,232 |
Total current assets | 300,233 | 321,295 |
Tax credits receivable | 1,657 | 2,411 |
Property and equipment, net | 1,932 | 1,830 |
Operating lease right-of-use asset | 2,929 | 5,719 |
Intangible assets, net | 182,349 | 248,851 |
Goodwill | 353,778 | 477,043 |
Deferred commissions, noncurrent | 12,568 | 13,794 |
Interest rate swap assets | 14,270 | 41,168 |
Other assets | 308 | 1,348 |
Total assets | 870,024 | 1,113,459 |
Current liabilities: | ||
Accounts payable | 8,137 | 14,939 |
Accrued compensation | 7,174 | 7,393 |
Accrued expenses and other current liabilities | 7,050 | 10,644 |
Deferred revenue | 102,763 | 106,465 |
Liabilities due to sellers of businesses | 0 | 5,429 |
Operating lease liabilities, current | 2,351 | 3,205 |
Current maturities of notes payable (includes unamortized discount of $2,228 and $2,264 at December 31, 2023 and December 31, 2022, respectively) | 3,172 | 3,136 |
Total current liabilities | 130,647 | 151,211 |
Notes payable, less current maturities (includes unamortized discount of $3,148 and $5,203 at December 31, 2023 and December 31, 2022, respectively) | 473,502 | 511,847 |
Deferred revenue, noncurrent | 3,860 | 4,707 |
Operating lease liabilities, noncurrent | 1,597 | 4,947 |
Noncurrent deferred tax liability, net | 16,025 | 18,416 |
Other long-term liabilities | 461 | 1,170 |
Total liabilities | 626,092 | 692,298 |
Series A Convertible Preferred stock, 0.0001 par value; 5,000,000 shares authorized: 115,000 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 117,638 | 112,291 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 75,000,000 and 50,000,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively; 29,908,407 and 32,221,855 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 3 | 3 |
Additional paid-in capital | 608,995 | 606,755 |
Accumulated other comprehensive income | 6,168 | 11,110 |
Accumulated deficit | (488,872) | (308,998) |
Total stockholders’ equity | 126,294 | 308,870 |
Total liabilities, convertible preferred stock and stockholders’ equity | $ 870,024 | $ 1,113,459 |
Common stock authorized (in shares) | 75,000,000 | 50,000,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Unamortized discount, current | $ 2,228 | $ 2,264 |
Unamortized discount, noncurrent | $ 3,148 | $ 5,203 |
Series A convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Series A convertible preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Series A convertible preferred stock, issued (in shares) | 115,000 | 115,000 |
Series A convertible preferred stock, outstanding (in shares) | 115,000 | 115,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (in shares) | 75,000,000 | 50,000,000 |
Common stock issued (in shares) | 29,908,407 | 32,221,855 |
Common stock outstanding (in shares) | 29,908,407 | 32,221,855 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenue | $ 297,852 | $ 317,303 | $ 302,016 |
Total cost of revenue | 96,361 | 103,741 | 99,453 |
Gross profit | 201,491 | 213,562 | 202,563 |
Operating expenses: | |||
Sales and marketing | 64,342 | 59,416 | 55,097 |
Research and development | 49,375 | 46,187 | 42,693 |
General and administrative | 61,264 | 70,462 | 76,901 |
Depreciation and amortization | 58,614 | 43,669 | 41,315 |
Acquisition-related expenses | 3,060 | 21,556 | 21,234 |
Impairment of goodwill | 128,755 | 12,500 | 0 |
Total operating expenses | 365,410 | 253,790 | 237,240 |
Loss from operations | (163,919) | (40,228) | (34,677) |
Other expense: | |||
Interest expense, net | (18,684) | (29,145) | (31,626) |
Other income (expense), net | 236 | (781) | (253) |
Total other expense | (18,448) | (29,926) | (31,879) |
Loss before benefit from income taxes | (182,367) | (70,154) | (66,556) |
Benefit from income taxes | 2,493 | 1,741 | 8,344 |
Net loss | (179,874) | (68,413) | (58,212) |
Preferred stock dividends | (5,347) | (1,846) | 0 |
Net loss attributable to common stockholders, basic | (185,221) | (70,259) | (58,212) |
Net loss attributable to common stockholders, diluted | $ (185,221) | $ (70,259) | $ (58,212) |
Net loss per common share: | |||
Net loss per common share, basic (in dollars per share) | $ (5.77) | $ (2.23) | $ (1.92) |
Net loss per common share, diluted (in dollars per share) | $ (5.77) | $ (2.23) | $ (1.92) |
Weighted-average common shares outstanding, basic (in shares) | 32,074,906 | 31,528,881 | 30,295,769 |
Weighted-average common shares outstanding, diluted (in shares) | 32,074,906 | 31,528,881 | 30,295,769 |
Total product revenue | |||
Total revenue | $ 287,631 | $ 304,835 | $ 289,771 |
Subscription and support | |||
Total revenue | 281,554 | 297,887 | 287,621 |
Total cost of revenue | 88,894 | 93,948 | 92,168 |
Perpetual license | |||
Total revenue | 6,077 | 6,948 | 2,150 |
Professional services | |||
Total revenue | 10,221 | 12,468 | 12,245 |
Total cost of revenue | $ 7,467 | $ 9,793 | $ 7,285 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (179,874) | $ (68,413) | $ (58,212) |
Other comprehensive income (loss): | |||
Foreign currency gain (loss) translation adjustment | 2,685 | (16,975) | (6,301) |
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries | 4,096 | (9,978) | (602) |
Interest rate swaps | (11,723) | 49,577 | 21,623 |
Other comprehensive income (loss): | (4,942) | 22,624 | 14,720 |
Comprehensive loss | $ (184,816) | $ (45,789) | $ (43,492) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | ||||
Beginning balance at Dec. 31, 2020 | $ 0 | ||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 29,987,114 | ||||
Beginning balance at Dec. 31, 2020 | 306,615 | $ 3 | $ 515,219 | $ (26,234) | $ (182,373) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of stock under Company plans, net of shares withheld for tax (in shares) | 1,109,434 | ||||
Issuance of stock under Company plans, net of shares withheld for tax | (708) | (708) | |||
Stock-based compensation | 53,873 | 53,873 | |||
Foreign currency translation adjustment | (6,301) | (6,301) | |||
Unrealized translation loss on intercompany loans with foreign subsidiaries | (602) | (602) | |||
Interest rate swaps | 21,623 | 21,623 | |||
Net loss | (58,212) | (58,212) | |||
Ending balance (in shares) at Dec. 31, 2021 | 31,096,548 | ||||
Ending balance at Dec. 31, 2021 | $ 316,288 | $ 3 | 568,384 | (11,514) | (240,585) |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Issuance of Convertible Preferred Stock (in shares) | 115,000 | ||||
Issuance of Convertible Preferred Stock | $ 110,445 | ||||
Dividends accrued - Convertible Preferred Stock | $ 1,846 | ||||
Ending balance (in shares) at Dec. 31, 2022 | 115,000 | ||||
Ending balance at Dec. 31, 2022 | $ 112,291 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Dividends accrued - Convertible Preferred Stock | (1,846) | (1,846) | |||
Issuance of stock under Company plans, net of shares withheld for tax (in shares) | 1,125,307 | ||||
Issuance of stock under Company plans, net of shares withheld for tax | (1,385) | (1,385) | |||
Stock-based compensation | 41,602 | 41,602 | |||
Foreign currency translation adjustment | (16,975) | (16,975) | |||
Unrealized translation loss on intercompany loans with foreign subsidiaries | (9,978) | (9,978) | |||
Interest rate swaps | 49,577 | 49,577 | |||
Net loss | $ (68,413) | (68,413) | |||
Ending balance (in shares) at Dec. 31, 2022 | 32,221,855 | 32,221,855 | |||
Ending balance at Dec. 31, 2022 | $ 308,870 | $ 3 | 606,755 | 11,110 | (308,998) |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Dividends accrued - Convertible Preferred Stock | $ 5,347 | ||||
Ending balance (in shares) at Dec. 31, 2023 | 115,000 | ||||
Ending balance at Dec. 31, 2023 | $ 117,638 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Dividends accrued - Convertible Preferred Stock | (5,347) | (5,347) | |||
Issuance of stock under Company plans, net of shares withheld for tax (in shares) | 931,652 | ||||
Issuance of stock under Company plans, net of shares withheld for tax | (1,086) | (1,086) | |||
Stock repurchases and retirements (in shares) | (3,245,100) | ||||
Stock repurchases and retirements | (14,201) | (14,201) | |||
Stock-based compensation | 22,874 | 22,874 | |||
Foreign currency translation adjustment | 2,685 | 2,685 | |||
Unrealized translation loss on foreign currency denominated intercompany loans | 4,096 | 4,096 | |||
Interest rate swaps | (11,723) | (11,723) | |||
Net loss | $ (179,874) | (179,874) | |||
Ending balance (in shares) at Dec. 31, 2023 | 29,908,407 | 29,908,407 | |||
Ending balance at Dec. 31, 2023 | $ 126,294 | $ 3 | $ 608,995 | $ 6,168 | $ (488,872) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | |||
Net loss | $ (179,874) | $ (68,413) | $ (58,212) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 71,985 | 56,146 | 52,928 |
Change in fair value of liabilities due to sellers of businesses | 0 | (75) | (4,510) |
Deferred income taxes | (4,209) | (7,075) | (11,179) |
Amortization of deferred costs | 13,170 | 12,198 | 8,948 |
Foreign currency re-measurement loss | (538) | (12) | 25 |
Non-cash interest, net and other income, net | (2,976) | 2,256 | 2,249 |
Non-cash stock-based compensation expense | 22,874 | 41,602 | 53,873 |
Impairment of goodwill | 128,755 | 12,500 | 0 |
Non-cash loss on retirement of fixed assets | 47 | 79 | 0 |
Changes in operating assets and liabilities, net of purchase business combinations: | |||
Accounts receivable | 8,916 | 9,691 | (1,665) |
Prepaid expenses and other current assets | (471) | 10,070 | 5,761 |
Other assets | 10,866 | (12,811) | (13,260) |
Accounts payable | (6,896) | (7,175) | 10,865 |
Accrued expenses and other liabilities | (6,188) | (14,013) | (9,660) |
Deferred revenue | (5,518) | (4,989) | 5,575 |
Net cash provided by operating activities | 49,943 | 29,979 | 41,738 |
Investing activities | |||
Purchase of property and equipment | (1,220) | (866) | (1,115) |
Purchase business combinations, net of cash acquired | 0 | (62,356) | (92,417) |
Net cash used in investing activities | (1,220) | (63,222) | (93,532) |
Financing activities | |||
Payments on finance leases | 0 | 0 | (12) |
Payments of debt costs | (221) | (203) | (122) |
Payments on notes payable | (40,400) | (5,400) | (5,400) |
Stock repurchases and retirement | (14,060) | 0 | 0 |
Issuance of Series A Convertible Preferred stock, net of issuance costs | 0 | 110,445 | 0 |
Taxes paid related to net share settlement of equity awards | (1,091) | (1,576) | (982) |
Issuance of common stock, net of issuance costs | 5 | 191 | 274 |
Additional consideration paid to sellers of businesses | (5,617) | (9,306) | (1,938) |
Net cash provided by (used in) financing activities | (61,384) | 94,151 | (8,180) |
Effect of exchange rate fluctuations on cash | 567 | (1,413) | (897) |
Change in cash and cash equivalents | (12,094) | 59,495 | (60,871) |
Cash and cash equivalents, beginning of period | 248,653 | 189,158 | 250,029 |
Cash and cash equivalents, end of period | 236,559 | 248,653 | 189,158 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest, net of interest rate swaps | 32,137 | 29,120 | 29,427 |
Cash paid for taxes | 7,106 | 3,876 | 2,846 |
Non-cash investing and financing activities: | |||
Business combination consideration including holdbacks and earnouts | $ 0 | $ 8,126 | $ 11,670 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | 1. Organization and Nature of Operations Upland Software, Inc. (“Upland,” “we,” “us,” “our,” or the “Company”), a Delaware corporation, is a provider of cloud-based software that enables organizations to plan, manage and execute projects and work. Upland’s cloud offerings address a broad range of software needs, from strategic planning to task execution in the following functional areas: Sales, Marketing, Contact Center, Knowledge Management, Project Management, Information Technology, Business Operations, and Human Resources and Legal. To support continued growth, Upland intends to pursue acquisitions within its cloud offerings of complementary technologies and businesses. Upland expects that this will expand its product offerings, customer base and market access, resulting in increased benefits of scale. Consistent with Upland’s growth strategy, Upland has made a total of 31 acquisitions in the 12 years ended December 31, 2023. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes in the Company’s accounting policies since December 31, 2022. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates. Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of February 22, 2024, the date of issuance of this Annual Report on Form 10-K. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. Accounts Receivable and Allowance for Credit Losses The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment due upon receipt of invoice. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so. To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts. The following table presents the changes in the allowance for credit losses (in thousands): Year Ended December 31, 2023 2022 2021 Balance at beginning of year $ 1,158 $ 1,107 $ 1,465 Provision for credit losses (569) 556 694 Writeoffs, net of recoveries and other (17) (505) (1,052) Balance at end of year $ 572 $ 1,158 $ 1,107 Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. No individual customer represented more than 10% of total revenues or more than 10% of accounts receivable in the years ended December 31, 2023, 2022 or 2021. Property and Equipment Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Business Combinations We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations , in accounting for our acquisitions which requires the acquisition purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill. Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to Acquisition-related expenses on our consolidated statement of operations. Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology and trade names are valued using the relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset. The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions. Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. Contingent consideration typically includes earnout payments payable within 6 to 18 months of the date of acquisition based on attainment of certain performance goals. Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted, if necessary. Holdback and contingent consideration liabilities are recorded in Liabilities due to sellers of businesses on our consolidated balance sheet based on their estimated fair values. The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments. Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability. In the event a holdback is reduced subsequent to the finalization of purchase accounting, the reduction is recorded as a gain in Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability. Goodwill Intangible Assets and Impairment Assessments Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. We assess Goodwill for impairment annually on October 1st, or more frequently when events or circumstances occur which could cause the Carrying Value (or GAAP basis book value) of our Company to exceed the estimated fair value of our Company. As we operate as one reporting unit, the Goodwill impairment evaluation is performed at the consolidated entity level by comparing the estimated fair value of the Company to its Carrying Value. We first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its Carrying Value. Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its Carrying Value, then we perform a quantitative analysis using a fair-value-based approach to determine if the fair value of our reporting unit is less than its Carrying Value. See “ Note 5. Goodwill and Other Intangible Assets” f or more information regarding our 2023 and 2022 Goodwill impairments. Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Each period the Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets. Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value. No indicators of impairment were identified during the years ended December 31, 2023, 2022 or 2021. Software Development Costs Software development costs for software to be sold are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed . Software development costs associated with internal use software are incurred in three stages of development: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Eligible internal and external costs associated with significant upgrades and enhancements incurred during the application development stage are capitalized as property and equipment. During the years ended December 31, 2023, 2022 or 2021, there were no internal use software development costs capitalized under ASC 350-40, Internal-Use Software . ASC 350-40 also requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. In accordance with ASC 350-40, (i) capitalized implementation costs are classified in the same balance sheet line item as the amounts prepaid for the related hosting arrangement; (ii) amortization of capitalized implementation costs are presented in the same income statement line item as the service fees for the related hosting arrangement; and (iii) cash flows related to capitalized implementation costs are presented within the same category of cash flow activity as the cash flows for the related hosting arrangement (i.e. operating activity). As of December 31, 2023 and 2022, the net carrying value of capitalized implementation costs related to hosting arrangements that were incurred during the application development stage were not material. Capitalized implementation costs are amortized over the expected term of the arrangement and are amortized in the same line item on our consolidated statements of operations as the expense for fees for the associated hosting arrangement. Debt Issuance Costs The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense, net over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized debt issuance costs are recorded to Interest expense, net on our consolidated statement of operations. In 2023 and 2022, the Company had no write offs of debt issuance costs. Derivatives In 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. Until the termination of a portion of the interest rate swaps as described in “ Note 7. Debt” , these interest rate swaps effectively converted $258.5 million and $522.5 million of our term loans as of December 31, 2023 and 2022, respectively, from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the remaining term of the debt. ASC 815, Derivatives and Hedging , requires entities to recognize derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company assessed the effectiveness of the hedging relationship under the hypothetical derivative method and noted that all of the critical terms of the hypothetical derivative and hedging instrument were the same. The hedging relationship continues to limit the Company’s exposure to the variability in interest rates under the Company’s term loans and related cash outflows. As such, the Company has deemed this hedging relationship as highly effective in offsetting cash flows attributable to hedged risk (variability in forecasted monthly interest payments) for the term of the term loans and interest rate swap agreements. All derivative financial instruments are recorded at fair value as a net asset or liability on our consolidated balance sheets. As of December 31, 2023, the fair value of interest rate swaps included in Interest rate swap assets on our consolidated balance sheets was $14.3 million. As of December 31, 2022, the fair value of interest rate swaps included in Interest rate swap assets was $41.2 million. The change in the fair value of the hedging instruments is recorded in Interest Rate Swaps on our consolidated stateme nts of comprehensive loss. Amounts deferred on interest rate swaps in our consolidated statements of comprehensive income will be reclassified to Interest expense, net on our consolidated statements of operations in the period in which the hedged item affects earnings. Cash flows from hedging instruments are classified in the same category as the cash flows for the underlying item being hedged within "Net cash provided by operating activities" on the consolidated statements of cash flows. Fair Value of Financial Instruments The Company recognizes financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. Preferred Stock In August 2022, the Company closed on the issuance and sale of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Company issued 115,000 shares of Series A Preferred Stock, par value $0.0001 per share, at a price of $1,000 per share, for an initial investment amount of $115.0 million. Pursuant to the Certification of Designation, cumulative preferred dividends accrue quarterly on the Series A Preferred Stock at a rate of (i) 4.5% per annum until but excluding the seven year anniversary of the closing, and (ii) 7.0% per annum on and after the seven year anniversary of the closing . See “ Note 12. Series A Convertible Preferred Stock—Series A Convertible Preferred Stock” for further details. The Series A Preferred Stock and cumulative preferred dividends, net of preferred issuance costs, is presented as Mezzanine Equity of $117.6 million as of December 31, 2023 in the Company’s consolidated balance sheets. The Series A Preferred Stock is classified as Mezzanine Equity because it is redeemable at the option of its holders (upon a deemed liquidation event as defined in “ Note 12. Series A Convertible Preferred Stock—Series A Convertible Preferred Stock—Deemed Liquidation Event Redemption” ) and has a condition for redemption that is not solely within the control of the issuer. Revenue Recognition Refer to “ Note 14 Revenue Recognition ” for a detailed discussion of accounting policies related to revenue recognition, including deferred revenue and deferred commissions. Cost of Revenue Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology, and hosting and infrastructure costs related to the delivery of the Company’s products and services. Customer Relationship Acquisition Costs Costs associated with the acquisition or origination of customer relationships are capitalized as customer relationship assets as incurred and amortized over the estimated life of the customer relationship. Refer to “ Note 14. Revenue Recognition ” for further discussion regarding deferred commissions. Advertising Costs Advertising costs are expensed in the period incurred. Advertising expenses were $2.0 million, $0.8 million and $0.9 million for the years ended December 31, 2023, 2022 or 2021, respectively. Advertising costs are recorded in Sales and marketing expenses on our consolidated statement of operations. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries. The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions. Interest and penalties are recorded as a component of income tax expense. Leases The Company determines if an arrangement is a lease at inception. This determination includes the review of contracts with third parties to identify the existence of potential embedded leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease ROU asset includes any initial direct costs incurred and is reduced for any tenant incentives. As the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Stock-Based Compensation We measure all share-based payments, including grants of options to purchase common stock and the issuance of restricted stock or restricted stock units to employees, service providers and board members, using the fair-value at grant date. We record forfeitures as they occur. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized on our consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period. We value restricted stock and restricted stock units at the closing price of our common stock on the grant date. We value stock option awards using the Black-Scholes option-pricing model. For the years ended December 31, 2023, 2022 and 2021, stock-based compensation awards consisted primarily of restricted stock and restricted stock units. From time to time, we grant restricted stock units that also include performance or market-based conditions (“PRSUs”). For PRSUs granted with a market condition, we use a Monte Carlo simulation analysis to value the award. Compensation expense for awards with marked-based conditions is recognized over the required service period of the grant based on the grant date fair value of the award and is not subject to fluctuation due to achievement of the underlying market-based condition. Comprehensive Income (Loss) The Company utilizes the guidance in ASC 220, Income Statement—Reporting Comprehensive Income , for the reporting and display of comprehensive income (loss) and its components in the consolidated financial statements. Comprehensive income (loss) consists of net loss, foreign currency translation adjustments for subsidiaries with functional currencies other than the United States dollar (“USD”), unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps. Refer to “ Note 13. Stockholders' Equity —Accumulated Other Comprehensive Income (Loss)” for further discussion of the components of accumulated other comprehensive income (loss) for the years ended December 31, 2023, 2022 or 2021. Foreign Currency Transactions The functional currency of our foreign subsidiaries are generally the local currencies. Results of operations for foreign subsidiaries are translated into USD using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into USD using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded as a separate component of the Company’s consolidated statements of stockholders' equity in accumulated other comprehensive loss. Assets and liabilities denominated in currencies other than the functional currency are remeasured using the current exchange rate for monetary accounts and historical exchange rates for non-monetary accounts, with exchange differences on remeasurement included in other expense, net in the accompanying statements of operations. For the years ended December 31, 2023, 2022 and 2021, net gains of $0.3 million, net losses of $1.0 million and net gains of $48.6 thousand, respectively, were recorded in Other expense, net on our consolidated statements of operations, related to remeasurement of foreign currency transactions. We have foreign currency denominated intercompany loans that were used to fund the acquisition of foreign subsidiaries. Due to the long-term nature of the loans, the foreign currency gains (losses) resulting from remeasurement are recognized as a separate component of the Company’s consolidated statements of stockholders' equity in accumulated other comprehensive loss. During the years ended December 31, 2023, 2022 and 2021, a translation gain of $4.1 million, loss of $10.0 million, and loss of $0.6 million, respectively, were recognized as a component of accumulated other comprehensive income (loss) in the Company’s statements of stockholders’ equity, related to long-term intercompany loans. Recent Accounting Pronouncements Recently issued accounting pronouncements - Adopted In March 2020, the Financial Standards Accounting Board (“FASB”) issued accounting standards update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We adopted ASU 2020-04 during the first quarter of 2023. On February 21, 2023, the Company entered into an amended and restated credit agreement to, among other things, provide for the replacement of LIBOR with the Secured Overnight Financing Rate (“SOFR”), an index measuring the cost of borrowing cash overnight collateralized by Treasury securities. The Company elected to apply the debt agreement modification expedients related to changes to the reference rate from LIBOR to SOFR in the Company's Credit Agreement, which it completed during the three months ended March 31, 2023. Application of these expedients allowed the Company to account for the modification as not substantial. As a result, the debt agreement modification was accounted for by prospectively adjusting the Credit Agreement’s effective interest rate, any existing unamortized debt discount was carried forward and continued to be amortized and no remeasurement of the Credit Agreement at the modification date was required. The Company has also elected to apply the hedge accounting expedients and exceptions related to changes to the reference rate from LIBOR to SOFR in the Company's interest rate swaps, which it completed during the three months ended March 31, 2023. Application of these exceptions preserves the cash flow hedge designation of the interest rate swaps and the related accounting and presentation consistent with past presentation. The replacement of LIBOR with SOFR in the credit agreement did not have a material impact on the Company’s consolidated financial statements and related disclosures. See “ Note—7. Debt ” for additional information. In August 2020, the FASB issued accounting standards update ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (the “ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is ef |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 3. Acquisitions The Company performs quantitative and qualitative analyses to determine the significance of each acquisition to its consolidated financial statements. As such, the acquisitions below were deemed to be insignificant on an individual and cumulative basis. 2023 Acquisitions The Company had no acquisitions during the year ended December 31, 2023. 2022 Acquisitions Acquisitions completed during the year ended December 31, 2022 include the following: • BA Insight - On February 22, 2022, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of BA Insight Inc., (“BA Insight”), a cloud-based enterprise knowledge management solution. • Objectif Lune - On January 07, 2022, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Objectif Lune Inc., a Quebec proprietary company (“Objectif Lune”), cloud-based document workflow product. 2021 Acquisitions Acquisitions completed during the year ended December 31, 2021 include the following: • Panviva - On June 24, 2021, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Panviva Pty Ltd, an Australian proprietary company (“Panviva”), a cloud-based enterprise knowledge management solution. • BlueVenn - On February 28, 2021 the Company entered into an agreement to purchase the shares comprising the entire issued share capital of BlueVenn Group Limited, a company limited by shares organized and existing under the laws of England and Wales (“BlueVenn”), a cloud-based customer data platform. • Second Street - On January 19, 2021, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Second Street Media, Inc., a Missouri corporation (“Second Street”), an audience engagement platform. Consideration The following table summarizes the consideration transferred for the acquisitions described above (in thousands): BA Insight Objectif Lune Panviva BlueVenn Second Street Cash $ 33,355 $ 29,750 $ 19,931 $ 53,535 $ 25,436 Holdback (1) 645 5,250 3,517 2,429 5,000 Contingent consideration (2) — — — 2,535 1,650 Working capital and other adjustments 1,587 644 379 (537) (1,365) Total consideration $ 35,587 $ 35,644 $ 23,827 $ 57,962 $ 30,721 (1) Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Objectif Lune, Panviva, and Second Street, 15 months following closing for BA Insight and 18 months following the closing of BlueVenn. As of December 31, 2023, all of the holdbacks had been paid. (2) Represents the acquisition date fair value of anticipated earnout payments which are based on the estimated probability of attainment of the underlying future performance-based conditions at the time of acquisition. The maximum potential payout for the BlueVenn and Second Street were $21.7 million and $3.0 million, respectively. As of March 31, 2022, the earnout payments for BlueVenn and Second Street were finalized resulting in no payments made. Refer to “ Note 4. Fair Value Measurements ” for further discussion regarding the calculation of fair value of acquisition related earnouts and subsequent payouts. Fair Value of Assets Acquired and Liabilities Assumed The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting, and has recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The following condensed table presents the finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions closed in 2022 and 2021 (in thousands): Final BA Insight Objectif Lune Panviva BlueVenn Second Street Year Acquired 2022 2022 2021 2021 2021 Cash $ 4 $ 745 $ 132 $ 1,115 $ — Accounts receivable 2,466 5,677 2,122 1,289 1,105 Other current assets 4,080 7,183 4,985 2,002 89 Operating lease right-of-use asset 110 1,905 197 1,357 489 Property and equipment 3 248 26 611 156 Customer relationships 10,500 17,717 9,757 18,888 14,600 Trade name 150 362 76 238 200 Technology 2,000 5,512 2,194 4,337 3,400 Favorable leases — 291 — — — Goodwill 25,495 23,797 16,604 44,892 16,586 Other assets 25 744 33 24 13 Total assets acquired 44,833 64,181 36,126 74,753 36,638 Accounts payable (236) (2,001) (1,257) (2,772) (230) Accrued expense and other (4,083) (9,431) (5,053) (2,429) (378) Deferred tax liabilities — (6,353) (2,395) (3,640) (4,320) Deferred revenue (4,817) (8,847) (3,397) (6,593) (500) Operating lease liabilities (110) (1,905) (197) (1,357) (489) Total liabilities assumed (9,246) (28,537) (12,299) (16,791) (5,917) Total consideration $ 35,587 $ 35,644 $ 23,827 $ 57,962 $ 30,721 The Company uses third party valuation consultants to determine the fair values of assets acquired and liabilities assumed. Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method. Developed technology and trade names are valued using the relief-from-royalty method. The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the year ended December 31, 2022 (in years): Customer relationships 7.0 Trade name 2.0 Developed technology 6.2 Favorable Leases 6.3 Total weighted-average useful life 6.8 During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to management’s estimates and assumptions. The $127.4 million goodwill for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition. Goodwill deductible for tax purposes related to the above acquisitions was $6.6 million. Total transaction costs incurred with respect to acquisition activity in the years ended December 31, 2023, 2022 and 2021 were nil, $4.6 million and $6.6 million, respectively. These costs are included in Acquisition-related expenses on our consolidated statement of operations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements Assets measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 211,661 $ — $ — $ 211,661 Interest rate swaps $ — $ 14,270 $ — $ 14,270 Total $ 211,661 $ 14,270 $ — $ 225,931 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 172,849 $ — $ — $ 172,849 Interest rate swaps — 41,168 — 41,168 Total $ 172,849 $ 41,168 $ — $ 214,017 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 5. Goodwill and Other Intangible Assets Changes in the Company’s Goodwill balance for each of the two years in the period ended December 31, 2023 are summarized in the table below (in thousands): Balance at December 31, 2021 $ 457,472 Acquired in business combinations 48,768 Adjustment related to prior year business combinations 1,466 Adjustment related to finalization of current year business combinations 109 Impairment of goodwill (12,500) Foreign currency translation adjustment (18,272) Balance at December 31, 2022 $ 477,043 Adjustment related to prior year business combinations 415 Impairment of goodwill (128,755) Foreign currency translation adjustment 5,075 Balance at December 31, 2023 $ 353,778 We performed a qualitative annual goodwill impairment test in October 2023 and concluded there was no impairment of Goodwill. As a result of the decline of our stock price impacting our market capitalization during the quarters ended March 31, 2023 and December 31, 2022, we performed quantitative impairment evaluations, which resulted in a goodwill impairments of $128.8 million and $12.5 million during the quarters ended March 31, 2023 and December 31, 2022, respectively. Our quantitative goodwill impairment analysis applied two methodologies to estimate the Company’s fair value which were: a) a discounted cash flow method and b) a guideline public company method. The two methods generated similar results and indicated that the fair value of the Company was less than its carrying value. The discounted cash flow method requires significant judgments, including estimation of future cash flows, which is dependent on internally developed forecasts, estimation of the long-term rate of growth for our business, and determination of our weighted average cost of capital. Under the guideline public company method, we estimate fair value based on a market multiple of revenues and earnings derived for comparable publicly traded companies with similar operating characteristics as the Company. We did not record a goodwill impairment charge for the year ended December 31, 2021. Intangible assets, net, include the estimated acquisition-date fair values of customer relationships, marketing-related assets and developed technology that the Company recorded as part of its business acquisitions purchases and from acquisitions of customer relationships. The following is a summary of the Company’s Intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying December 31, 2023 Customer relationships 1-10 $ 378,923 $ 222,436 $ 156,487 Trade name 1.5-10 10,012 7,862 2,150 Developed technology 4-9 94,103 70,582 23,521 Favorable leases 6.3 $ 280 $ 89 $ 191 Total intangible assets $ 483,318 $ 300,969 $ 182,349 Estimated Useful Gross Accumulated Net Carrying December 31, 2022 Customer relationships 1-10 $ 372,162 $ 162,995 $ 209,167 Trade name 1.5-10 9,837 6,728 3,109 Developed technology 4-9 92,585 56,240 36,345 Favorable leases 6.3 273 43 230 Total intangible assets $ 474,857 $ 226,006 $ 248,851 The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life. Total amortization expense was $70.6 million, $54.6 million, and $50.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. No impairment of intangible assets were recorded during the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Year ending December 31: Amortization 2024 $ 54,232 2025 39,163 2026 36,934 2027 28,028 2028 18,284 Thereafter 5,708 Total $ 182,349 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes The Company's loss from continuing operations before income taxes was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Loss before provision for income taxes: United States $ (117,208) $ (40,818) $ (53,981) Foreign (65,159) (29,336) (12,575) $ (182,367) $ (70,154) $ (66,556) The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current Federal $ — $ — $ — State 901 971 363 Foreign 1,613 4,776 2,349 Total Current $ 2,514 $ 5,747 $ 2,712 Deferred Federal $ (468) $ 84 $ (5,180) State (771) 1,062 (1,033) Foreign (3,768) (8,634) (4,843) Total Deferred (5,007) (7,488) (11,056) (Benefit from) provision for income taxes $ (2,493) $ (1,741) $ (8,344) As of December 31, 2023 the Company had total net operating loss carryforwards of approximately $304.2 million consisting of $256.0 million and $48.2 million related to the U.S federal and foreign net operating loss carryforwards, respectively. $200.0 million of the U.S. federal net operating loss carryforwards are related to year prior to 2018 and begin to expire in 2024. The remaining $56.0 million carryforward indefinitely. In addition, $48.0 million of foreign net operating loss carryforwards carry forward indefinitely, and the remainder will expire beginning in 2041. In addition, as of December 31, 2023, the Company had research and development credit carryforwards of approximately $4.0 million which will expire beginning in 2024, if not utilized. Utilization of the U.S. federal net operating losses and tax credits may be subject to substantial annual limitation due to the “change of ownership” provisions of the Internal Revenue Code of 1986. The annual limitation will result in the expiration of approximately $155.0 million of U.S. federal net operating losses and $4.0 million of credit carryforwards before utilization. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes are as follows (in thousands): As of December 31, 2023 2022 2021 Deferred tax assets: Accrued expenses and allowances $ 583 $ 1,640 $ 2,197 Deferred revenue 571 608 536 Stock compensation 489 612 1,558 Net operating loss and tax credit carryforwards 40,222 52,149 53,388 Disallowed interest expense carryforwards 17,670 17,181 15,654 Capital expenses 66 295 321 Tax credit carryforwards — 348 — Lease liability 960 2,139 2,340 Unrealized losses — — 1,974 Research and development expenses 13,247 6,243 — Other 410 461 638 Valuation allowance (41,259) (20,482) (28,627) Net deferred tax assets $ 32,959 $ 61,194 $ 49,979 Deferred tax liabilities: Prepaid expenses $ — $ (161) $ (272) Intangible assets (36,342) (54,153) (59,092) Goodwill (2,850) (7,382) (6,570) Tax credit carryforwards (15) — (99) Right of use asset (670) (1,504) (1,330) Unrealized gains (4,049) (10,705) — Deferred commissions (5,003) (5,705) (5,409) Net deferred tax liabilities $ (48,929) $ (79,610) $ (72,772) Net deferred taxes $ (15,970) $ (18,416) $ (22,793) Due to the uncertainty surrounding the timing of realizing the benefits of its favorable tax attributes in future tax returns, the Company has placed a valuation allowance against its net deferred tax assets, exclusive of goodwill. During the year ended December 31, 2023, the valuation allowance increased by $20.8 million and during the year ended December 31, 2022 the valuation allowance decreased by $8.1 million. The valuation allowance for the year ended December 31, 2023 increased $7.1 million due to the tax effect of items recorded in other comprehensive income with the remaining increase of $13.7 million related primarily to current U.S., U.K. and Australia operations, which have current year losses. The valuation allowance for the year ended December 31, 2022 decreased by $13.0 million due to the tax effect of items recorded in other comprehensive income which is partially offset with the remaining increase of approximately $4.9 million related primarily to current operations. At December 31, 2023, we did not provide deferred income taxes on temporary differences resulting from earnings of certain foreign subsidiaries which are indefinitely reinvested. The reversal of these temporary differences could result in additional tax; however, it is not practicable to estimate the amount of any unrecognized deferred income tax liabilities at this time. Deferred income taxes are provided as necessary with respect to earnings that are not indefinitely reinvested. The Company’s provision for income taxes differs from the expected tax expense (benefit) computed by applying the statutory federal income tax rate to income before taxes due to the following: Year Ended December 31, 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 1.1 % (0.2) % 1.5 % Tax credits — % 0.6 % 0.6 % Effect of foreign operations (0.4) % 0.1 % (0.6) % Stock compensation (2.2) % (9.5) % (5.4) % Disallowed excess executive compensation — % (0.6) % (5.3) % Goodwill impairment (12.5) % (3.6) % — % Permanent items and other (0.3) % (0.5) % 0.1 % Change in valuation allowance (5.9) % (6.9) % 1.1 % Change in tax rates 0.6 % 2.1 % (2.6) % Australia tax basis uplift — % — % 2.1 % 1.4 % 2.5 % 12.5 % Under ASC 740-10, Income Taxes - Overall , the Company periodically reviews the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. The Company uses a “more likely than not” criterion for recognizing an asset for unrecognized income tax benefits or a liability for uncertain tax positions. The Company has determined it has an immaterial exposure related to uncertain tax positions as of December 31, 2023. The $0.8 million exposure at December 31, 2022 was released in 2023 due to a lapse in the statute of limitations for a Canadian exposure. To the extent the Company is required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability. A reconciliation of the beginning and ending amount of unrecognized tax exposure is as follows (in thousands): Balance at December 31, 2021 $ 772 Additions for tax positions of prior years 45 Balance at December 31, 2022 $ 817 Reductions for tax positions of prior years (817) Balance at December 31, 2023 $ — The Company’s assessment of its unrecognized tax benefits is subject to change as a function of the Company’s financial statement audit. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2023, the Company has not accrued any interest or penalties related to uncertain tax positions. The Company and its subsidiaries file tax returns in the U.S. federal jurisdiction and in several state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years ending before December 31, 2019 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2018. The Company is not currently under audit for federal, state or any foreign jurisdictions. US operating losses generated in years prior to 2019 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Long-term debt consisted of the following at December 31, 2023 and December 31, 2022 (in thousands): December 31, 2023 2022 Senior secured loans (includes unamortized discount of $5,376 and $7,467 based on an imputed interest rate of 7.6% and 5.8%, at December 31, 2023 and December 31, 2022, respectively) $ 476,674 $ 514,983 Less current maturities (3,172) (3,136) Total long-term debt $ 473,502 $ 511,847 Credit Facility In 2019, the Company entered into a credit agreement (the “Credit Facility”) which provided for (i) a fully-drawn $350 million, 7 year, senior secured term loan facility (the “Term Loan”) and (ii) a term loan facility to be established under the Credit Facility in an aggregate principal amount of $190.0 million (the “2019 Incremental Term Loan” and together with the Term Loan, the “Term Loans”) and (iii) a $60 million, 5 year, revolving credit facility (the “Revolver”) that was fully available as of December 31, 2023. Revolver Loans under the Revolver are available up to $60 million, of which none is currently outstanding. The Revolver provides a sub facility whereby the Company may request letters of credit (the “Letters of Credit”) in an aggregate amount not to exceed, at any one time outstanding, $10.0 million for the Company. The aggregate amount of outstanding Letters of Credit are reserved against the credit availability under the Maximum Revolver Amount. The Company incurs a 0.50% per annum unused line fee on the unborrowed balance of the Revolver which is paid quarterly. Loans under the Revolver may be borrowed, repaid and reborrowed until August 6, 2024 (the “Maturity Date”), at which time all amounts borrowed under the Revolver must be repaid. As of December 31, 2023, the Company had no borrowings outstanding under the Revolver or related sub facility. Payment terms The Term Loans are repayable on a quarterly basis beginning on December 31, 2019 by an amount equal to 0.25% (1.00% per annum) of the aggregate principal amount of such loan. Any amount remaining unpaid is due and payable in full on August 6, 2026 (the “Term Loan Maturity Date”). Initially, at the option of the Company, the Term Loans (including the 2019 Incremental Term Loan) accrued interest at a per annum rate based on (i) the Base Rate plus a margin of 2.75% or (ii) the rate (not less than 0.00%) for Eurodollar deposits quoted on the LIBOR01 or LIBOR02 pages on the Reuters Screen, or as otherwise determined in accordance with the Credit Facility (based on a period equal to 1, 2, 3 or 6 months or, if available and agreed to by all relevant Lenders and the Agent, 12 months or such period of less than 1 month) plus a margin of 3.75%. The Base Rate for any day was a rate per annum equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds effective rate (not less than 0.00%) in effect on such day plus ½ of 1.00%, and (ii) the Eurodollar rate for a one month interest period beginning on such day plus 1.00%. On February 21, 2023, the Company entered into an amendment to its Credit Facility. The amendment amended the interest rate benchmark from LIBOR to SOFR. Other than the foregoing, the material terms of the Credit Agreement remain unchanged. After giving effect to the interest rate swaps described below, $258.5 million of the Term Loans has an effective annualized fixed interest rate of 5.4%, and the remaining principal outstanding at December 31, 2023 has a floating interest rate of 9.2% Accrued interest is paid quarterly or, with respect to Term Loans that are accruing interest based on the Federal Funds Effective Rate, at the end of the applicable interest rate period. On August 31, 2023, the Company prepaid $35.0 million of the Term Loans. Interest rate swaps In 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. Until the termination of a portion of the interest rate swaps as described below, these interest rate swaps effectively converted the entire balance of the Company's $540.0 million original principal Term Loans from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the 7-year term of debt. The interest rate associated with our undrawn $60 million Revolver remains floating. In August 2023, the Company sold $259.9 million of the notional amount of its interest rate swap assets back to the counterparties for $20.5 million , reducing the total notional amount of the interest rate swap assets to $259.9 million . The $20.5 million gain in accumulated other comprehensive income related to the $259.9 million amount sold is being released to interest expense, net as interest is accrued on the Company’s variable-rate debt over the remaining term of the Term Loans as a decrease to interest expense, net, the amortization of which totaled $2.5 million for the year ended December 31, 2023. As discussed above, on September 1, 2023, the Company prepaid $35.0 million of the Term Loans. As a result of this prepayment, $2.8 million of the deferred gain in accumulated comprehensive income was released immediately into earnings as interest expense, net. In the next twelve months, the Company estimates that $5.9 million will be reclassified from Accumulated other comprehensive income (loss) to Interest expense, net on our consolidated statement of operations. Amounts reported in accumulated other comprehensive income related to the Company's derivatives are reclassified to interest expense, net as interest is accrued on the Company’s variable-rate debt. The impact of the Company’s derivative financial instruments on its consolidated statements of comprehensive loss was as follows (in thousands): Year Ended December 31 2023 2022 2021 Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps $ (6,434) $ 49,577 $ 21,623 Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net (5,289) — — Total Other comprehensive income (loss) on interest rate swaps $ (11,723) $ 49,577 $ 21,623 Cash interest costs averaged 7.2%, 5.4%, and 5.4% for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, the Company had $5.4 million of unamortized debt issuance costs associated with the Credit Facility. These issuance costs will be amortized to Interest expense, net on our consolidated statement of operations, over the term of the Credit Facility. Covenants The Credit Facility contains customary affirmative and negative covenants. The negative covenants limit the ability of the Loan Parties to, among other things (in each case subject to customary exceptions for a credit facility of this size and type): • Incur additional indebtedness or guarantee indebtedness of others; • Create liens on our assets; • Make investments, including certain acquisitions; • Enter into mergers or consolidations; • Dispose of assets; • Pay dividends and make other distributions on the Company’s capital stock, and redeem and repurchase the Company’s capital stock; • Enter into transactions with affiliates; and • Prepay indebtedness or make changes to certain agreements. The Credit Facility has no financial covenants as long as less than 35% of the Revolver is drawn as of the last day of any fiscal quarter. If 35% of the Revolver is drawn as of the last day of a given fiscal quarter, the Company will be required to maintain a Total Leverage Ratio (the ratio of funded indebtedness as of such date less the amount of unrestricted cash and cash equivalents of the Company and its guarantors in an amount not to exceed $50.0 million, to Adjusted EBITDA (calculated on a pro forma basis including giving effect to any acquisition)), measured on a quarter-end basis for each four consecutive fiscal quarters then ended, of not greater than 6.00 to 1.00. The Credit Facility contains customary events of default subject to customary cure periods for certain defaults that include, among others, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness, change in control, bankruptcy and insolvency defaults and material judgment defaults. The occurrence of an event of default could result in the acceleration of Term Loans and Revolver and a right by the agent and lenders to exercise remedies. At the election of the lenders, a default interest rate shall apply on all obligations during an event of default, at a rate per annum equal to 2.00% above the applicable interest rate. The Term Loan and Revolver are secured by substantially all of the Company's assets. As of December 31, 2023 the Company was in compliance with all covenants under the Credit Facility. Debt Maturities Under the terms of the Credit Facility, future debt maturities of long-term debt excluding debt discounts at December 31, 2023 are as follows (in thousands): Year ending December 31: Amount 2024 $ 5,400 2025 5,400 2026 471,250 Total debt outstanding $ 482,050 Less unamortized discount 5,376 Total debt outstanding, net of discount $ 476,674 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8. Net Loss Per Share We compute loss per share of our Common Stock and Series A Preferred Stock using the two-class method. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. We consider our Series A Preferred Stock to be a participating security, as its holders are entitled to fully participate in any dividends or other distributions declared or paid on our Common Stock on an as-converted basis. The following table sets for the computations of net loss per share: Year Ended December 31, (In thousands, except share and per share amounts) 2023 2022 2021 Numerators: Net loss $ (179,874) $ (68,413) $ (58,212) Preferred stock dividends and accretion (5,347) (1,846) — Net loss attributable to common stockholders $ (185,221) $ (70,259) $ (58,212) Denominator: Weighted–average common shares outstanding, basic and diluted 32,074,906 31,528,881 30,295,769 Net loss per common share, basic and diluted $ (5.77) $ (2.23) $ (1.92) Due to the net losses incurred for the years ended December 31, 2023, 2022 and 2021, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. The Company adopted ASU 2020-06 on January 1, 2022 as detailed in “ Note 2. Basis of Presentation and Summary of Significant Accounting Policies—Recent Accounting Pronouncements—Recently issued accounting pronouncements - Adopted .” As such, the Company is required to use the application of the if-converted method for calculating diluted earnings per share on our Series A Preferred Stock. The Company applies the treasury stock method for calculating diluted earnings per share on our stock options, restricted stock awards, restricted stock units and performance restricted stock units. The following table sets forth the anti-dilutive common share equivalents excluded from the weighted-average shares used to calculate diluted net loss per common share: Year Ended December 31, 2023 2022 2021 Stock options 149,914 154,321 227,605 Restricted stock units 1,758,847 1,509,273 1,379,747 Performance restricted stock units 100,000 93,750 63,537 Series A Preferred Stock on an as-converted basis (1) 6,982,493 6,676,923 — Total anti–dilutive common share equivalents 8,991,254 8,434,267 1,670,889 (1) Per ASU 2020-06, the Company is applying the if-converted method to calculated diluted earnings per share. As of December 31, 2023, the Series A Preferred Stock plus accumulated dividends totaled $122.2 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “ Note 12. Series A Convertible Preferred Stock” |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 9. Leases Operating Leases The Company leases office space under operating leases that expire between 2024 and 2029. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis. Finance Leases The current and long-term portion of finance lease obligations are included in Accrued expenses and other current liabilities and Other long-term liabilities line items on the consolidated balance sheet, respectively. The Company has had no finance lease agreements since December 31, 2021. Lease Expense Total office rent expense for the years ended December 31, 2023, 2022 and 2021 were approximately $1.4 million, $2.5 million and $6.2 million , respectively. The $2.5 million office rent expense in 2022 includes approximately $1.1 million of transformation charges in conjunction with the closures of the BA Insight and Objectif Lune offices as we continue to consolidate and integrate these acquisitions. The $6.2 million office rent expense in 2021 includes approximately $4.4 million of transformation charges in conjunction with the closures of the the Panviva, BlueVenn, Second Street and Localytics offices as we continue to consolidate and integrate these acquisitions. The Company has entered into sublease agreements related to excess office space as a result of the Company's transformation activities related to its acquisitions. The Company’s current sublease agreements terminate in 2027. For the years ended December 31, 2023, 2022 and 2021, the Company recognized rental income on subleases, as offsets to rental expense, of $1.8 million, $1.4 million and $1.1 million, respectively. Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $2.5 million related to these subleases as of December 31, 2023. The components of lease expense were as follows (in thousands): Year Ended December 31, 2023 2022 Operating lease cost $ 3,243 3,959 Sublease income (1,762) (1,428) Total lease expense $ 1,481 2,531 Other information about lease amounts recognized on our consolidated financial statements is summarized as follows: Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 3,908 $ 4,658 Right-of-use assets obtained in exchange for lease obligations (in thousands): Operating leases $ 653 $ 1,943 Weighted average remaining lease term (in years): Operating leases 2.2 3.2 Weighted average discount rate Operating leases 6.2 % 5.4 % As of December 31, 2023, the Company no longer had any finance lease agreements. Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands): Operating 2024 $ 2,540 2025 1,013 2026 520 2027 122 2028 52 Thereafter 12 Total minimum lease payments 4,259 Less amount representing interest (311) Present value of lease liabilities $ 3,948 Operating lease liabilities, current 2,351 Operating lease liabilities, noncurrent 1,597 Total lease liabilities $ 3,948 |
Leases | 9. Leases Operating Leases The Company leases office space under operating leases that expire between 2024 and 2029. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis. Finance Leases The current and long-term portion of finance lease obligations are included in Accrued expenses and other current liabilities and Other long-term liabilities line items on the consolidated balance sheet, respectively. The Company has had no finance lease agreements since December 31, 2021. Lease Expense Total office rent expense for the years ended December 31, 2023, 2022 and 2021 were approximately $1.4 million, $2.5 million and $6.2 million , respectively. The $2.5 million office rent expense in 2022 includes approximately $1.1 million of transformation charges in conjunction with the closures of the BA Insight and Objectif Lune offices as we continue to consolidate and integrate these acquisitions. The $6.2 million office rent expense in 2021 includes approximately $4.4 million of transformation charges in conjunction with the closures of the the Panviva, BlueVenn, Second Street and Localytics offices as we continue to consolidate and integrate these acquisitions. The Company has entered into sublease agreements related to excess office space as a result of the Company's transformation activities related to its acquisitions. The Company’s current sublease agreements terminate in 2027. For the years ended December 31, 2023, 2022 and 2021, the Company recognized rental income on subleases, as offsets to rental expense, of $1.8 million, $1.4 million and $1.1 million, respectively. Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $2.5 million related to these subleases as of December 31, 2023. The components of lease expense were as follows (in thousands): Year Ended December 31, 2023 2022 Operating lease cost $ 3,243 3,959 Sublease income (1,762) (1,428) Total lease expense $ 1,481 2,531 Other information about lease amounts recognized on our consolidated financial statements is summarized as follows: Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 3,908 $ 4,658 Right-of-use assets obtained in exchange for lease obligations (in thousands): Operating leases $ 653 $ 1,943 Weighted average remaining lease term (in years): Operating leases 2.2 3.2 Weighted average discount rate Operating leases 6.2 % 5.4 % As of December 31, 2023, the Company no longer had any finance lease agreements. Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands): Operating 2024 $ 2,540 2025 1,013 2026 520 2027 122 2028 52 Thereafter 12 Total minimum lease payments 4,259 Less amount representing interest (311) Present value of lease liabilities $ 3,948 Operating lease liabilities, current 2,351 Operating lease liabilities, noncurrent 1,597 Total lease liabilities $ 3,948 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Purchase Commitments The Company has purchase commitments related to hosting services, third-party technology used in the Company's solutions and for other services the Company purchases as part of normal operations. In certain cases these arrangements require a minimum annual purchase commitment. Future minimum payments for purchase commitments are as follows (in thousands): Year Purchase Commitments 2024 $ 22,852 2025 7,326 Thereafter — Total minimum payments $ 30,178 Litigation In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. As of December 31, 2023, the Company is not involved in any current or pending legal proceedings that it believes may have a material adverse effect on its consolidated financial position or results of operations. In addition, when we acquire companies, we require that the sellers provide industry standard indemnification for breaches of representations and warranties contained in the acquisition agreement and we will withhold payment of a portion of the purchase price for a period of time in order to satisfy any claims that we may make for indemnification. In certain transactions, we agree with the sellers to purchase a representation and warranty insurance policy that will pay such claims for indemnification. From time to time we may have one or more claims for indemnification pending. Similarly, we may have one or more ongoing negotiations related to the amount of an earnout. Gain contingencies related to indemnification claims are not recognized on our consolidated financial statements until realized. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 11. Property and Equipment, Net Property and equipment consisted of the following (in thousands) at: December 31, 2023 2022 Equipment $ 5,722 $ 6,211 Furniture and fixtures 279 355 Leasehold improvements 836 1,037 Accumulated depreciation (4,905) (5,773) Property and equipment, net $ 1,932 $ 1,830 Amortization of assets recorded under finance leases is included with depreciation expense. Depreciation and amortization expense on Property and equipment, net was $1.4 million, $1.5 million and $2.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company recorded no impairment of property and equipment during the years ended December 31, 2023, 2022 and 2021. During the years ended December 31, 2023, 2022 and 2021, we recognized a $47.0 thousand, $79.0 thousand and nil losses on disposal of assets related primarily to leasehold improvements associated with the consolidation and integration of prior year acquisitions. |
Series A Convertible Preferred
Series A Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Series A Convertible Preferred Stock | 12. Series A Convertible Preferred Stock On July 14, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Ulysses Aggregator, LP (the “Purchaser”), an affiliate of HGGC, LLC, to issue and sell at closing 115,000 shares of Series A Preferred Stock of the Company, par value $0.0001 per share, at a price of $1,000 per share (the “Initial Liquidation Preference”) for an aggregate purchase price of $115.0 million (the “Investment”). The Company is using the proceeds of the Investment for general corporate purposes and transaction-related fees and expenses. On August 23, 2022 (the “Closing Date”), the closing of the Investment (the “Closing”) occurred, and the Series A Preferred Stock was issued to the Purchaser. In connection with the issuance of the Series A Preferred Stock, the Company incurred direct and incremental expenses comprised of transaction fees, and financial advisory and legal expenses (the “Series A Preferred Stock Issuance Costs”), which reduced the carrying value of the Series A Preferred Stock. Total Series A Preferred Stock Issuance Costs totaled $4.6 million. Contemporaneous with the Closing Date, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration Rights Agreement”) and the Company filed a Certificate of Designation (the “Certificate of Designation”) setting out the powers, designations, preferences, and other rights of the Series A Preferred Stock with the Secretary of State of the State of Delaware in connection with the Closing. Pursuant to the Registration Rights Agreement, the Purchaser has certain customary registration rights with respect to any shares of Series A Preferred Stock or the common stock of the Company issuable upon conversion of the Series A Preferred Stock, including rights with respect to the filing of a shelf registration statement, underwritten offering rights and piggy back rights. Dividend Provisions The Series A Preferred Stock rank senior to the Company’s common stock with respect to payment of dividends and rights on the distribution of assets on any liquidation, dissolution or winding up of the affairs of the Company. The Series A Preferred Stock has an Initial Liquidation Preference of $1,000 per share, representing an aggregate Liquidation Preference (as defined below) of $1,000 upon issuance. Holders of the Series A Preferred Stock are entitled to the dividend at the rate of 4.5% per annum, within first seven years after the Closing Date regardless of whether declared or assets are legally available for the payment. Such dividends shall accrue and compound quarterly in arrears from the date of issuance of the shares. The dividend rate will increase to 7.0% on the seven-year anniversary of the Closing Date. The dividend can be paid, in the Company’s sole discretion, in cash or dividend in kind by adding to the Liquidation Preference of each share of Series A Preferred Stock outstanding. On June 7, 2023, the stockholders of the Company authorized, for purposes of complying with Nasdaq Listing Rules 5635(b) and (d), the issuance of shares of Common Stock underlying shares of Series A Preferred Stock in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior to the issuance of such Series A Preferred Stock (including upon the operation of anti-dilution provisions contained in the Certificate of Designation designating the terms of such Series A Preferred Stock). The Series A Preferred Stock is also entitled to fully participate in any dividends paid to the holders of common stock in cash, in stock or otherwise, on an as-converted basis. The Series A Preferred Stock had accrued unpaid dividends of $7.2 million as of December 31, 2023. Liquidation Rights In the event of any Liquidation, holders of the Series A Preferred Stock are entitled to receive an amount per share equal to the greater of (1) the Initial Liquidation Preference per share plus any accrued or declared but unpaid dividends on such shares (the “Liquidation Preference”) or (2) the amount payable if the Series A Preferred Stock were converted into common stock. The Series A Preferred Stock will have distribution and liquidation rights senior to all other equity interests of the Company. As of December 31, 2023, the Liquidation Preference of the Series A Preferred Stock was $122.2 million. Optional Redemption On or after the 7th anniversary of the original issue date of the Series A Preferred Stock, the Company has the right to redeem any outstanding shares of the Series A Preferred Stock for a cash purchase price equal to 105% of the Liquidation Preference plus accrued and unpaid dividends as of the date of redemption. Deemed Liquidation Event Redemption Upon a fundamental change, holders of the Series A Preferred Stock have the right to require the Company to repurchase any or all of its Series A Preferred Stock for cash equal to the greater of (1) 105% of the Liquidation Preference plus the present value of the dividend payments the holders would have been entitled to through the fifth anniversary of the issue date and (2) the amount that such Preferred Stock would have been entitled to receive as if converted into common shares immediately prior to the fundamental change. A fundamental change (“Deemed Liquidation Event”) is defined as either the direct or indirect sale, lease, transfer, conveyance or other disposition of all or substantially all the properties or assets of the Company and its subsidiaries to any third party or the consummation of any transaction, the result of which is that any third party or group of third parties become the beneficial owner of more than 50% of the voting power of the Company. Voting Rights The Series A Preferred Stock will vote together with the Common Shares on all matters and not as a separate class (except as specifically provided in the Certificate of Designation or as otherwise required by law) on an as-if-converted basis. The holders of the Series A Preferred Stock will have the right to elect one member of the Board of Directors for so long as holders of the Series A Preferred Stock own in the aggregate at least 5% of the shares of common stock on a fully diluted basis. In addition, the holders of the Series A Preferred Stock will have the right to elect one non-voting observer to the Board of Directors for so long as they hold at least 10% of the shares of Convertible Preferred Stock outstanding as of the date of the issue date. Conversion Feature The Series A Preferred Stock may be converted, at any time in whole or in part at the option of the holder into a number of shares of common stock equal to the quotient obtained by dividing the sum of the Liquidation Preference plus all accrued and unpaid dividends by the conversion price of $17.50 (the “Conversion Price”). The Conversion Price is subject to adjustment in the following events: • Stock splits and combinations • Tender offers or exchange offers • Distribution of rights, options, or warrants at a price per share that is less than the average of the last reported sale prices per share of Common Stock for the ten • Spin-offs and other distributed property • Issuance of equity-linked securities at a price per share less than the conversion price Anti-Dilution Provisions The Series A Preferred Stock has customary anti-dilution provisions for stock splits, stock dividends, mergers, sales of significant assets, and reorganization events and recapitalization transactions or similar events, and weighted average anti-dilution protection, subject to customary exceptions for issuances pursuant to current or future equity-based incentive plans or arrangements (including upon the exercise of employee stock options). |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 13. Stockholders' Equity Common and Preferred Stock At the Company’s annual meeting on June 7, 2023, the stockholders of the Company adopted a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”). Among other things, the Certificate of Amendment amended the Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock, from 50,000,000 to 75,000,000. The common stock has a par value of $0.0001 per share. Each share of common stock is entitled to one vote at all meetings of stockholders. The number of authorized shares of common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Company representing a majority of the votes represented by all outstanding shares of capital stock of the Company entitled to vote. The holders of common stock are also entitled to receive dividends, when, if and as declared by our board of directors, whenever funds are legally available therefore, subject to the priority rights of any outstanding preferred stock. See “ Note 12. Series A Convertible Preferred Stock ” for a description of our Series A Preferred Stock, which is the only class of preferred stock outstanding. Registration Statements 2022 S-3 On October 21, 2022 we filed a resale registration statement on Form S-3 (File No. 333-267973) (the “2022 S-3”), on behalf of the Purchaser and pursuant to the Registration Rights Agreement, which became effective on November 1, 2022 and covers (i) the issued Series A Preferred Stock and (ii) the number of shares of the Company’s common stock issuable upon conversion of such Series A Preferred Stock, which amount includes and assumes that dividends on the Series A Preferred Stock are paid by increasing the Liquidation Preference of the Series A Preferred Stock for a period of sixteen dividend payment periods from the initial issuance date. See “ Note 12. Series A Convertible Preferred Stock ” for further details. Share repurchase program On September 1, 2023, the Board of Directors authorized a stock repurchase program (the “Share Repurchase Plan”) in the aggregate amount of up to $15.0 million. In October 2023, the Board of Directors authorized an increase to the Share Repurchase Plan to allow the Company to repurchase up to an additional $10 million of shares. The Share Repurchase Plan allows the Company to repurchase shares of its issued and outstanding Common Stock, from time to time in the open market or otherwise (including in negotiated transactions, open market transactions, through accelerated share repurchase, through indirect purchases of Common Stock such as by using derivatives or in other transactions) in each case in accordance with applicable securities laws, so long as the aggregate purchase price paid for such transactions does not exceed $25 million for all such purchases. The Share Repurchase Plan does not have a specified expiration date. Accordingly, unless terminated earlier by resolution of the Board, the Share Repurchase Plan will expire when the Company has repurchased all shares authorized for repurchase. In fiscal year 2024, the Company’s net stock repurchases are subject to a 1 percent excise tax under the Inflation Reduction Act. The excise tax is included as a reduction to accumulated deficit in the consolidated statements of stockholders equity. Total accrued excise tax of $0.1 million is included in total cost of shares repurchases, excluded from average cost per share and excluded from total cash paid during the year ended December 31, 2023 as amounts were unpaid at year end. During the year ended December 31, 2023, the Company repurchased and subsequently retired 3,245,100 shares of Common Stock, for a total of $14.2 million under the Share Repurchase Plan, inclusive of excise tax and other costs directly related to the repurchased shares. As of December 31, 2023, approximately $10.8 million remained available for additional share repurchases. The Company is not obligated to acquire any particular amount of Common Stock and may modify or suspend the repurchases at any time in the Company’s discretion. Tax Benefit Preservation Plan and Preferred Stock Purchase Rights On May 2, 2023, our Board of Directors authorized and declared a dividend of one preferred stock purchase right (a “Right”) for each outstanding share of Common Stock of the Company as of May 12, 2023 (the “Record Date”). 32,441,010 Rights were issued to the holders of record of shares of Common Stock. The description and terms of the Rights are set forth in a Tax Benefit Preservation Plan, dated as of May 2, 2023, as the same may be amended from time to time (the “Plan”), between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent. By adopting the Plan, the Board of Directors is seeking to protect the Company’s ability to use its net operating loss carryforwards (“NOLs”) and other tax attributes to offset potential future income tax liabilities. The Company’s ability to use such NOLs and other tax attributes would be substantially limited if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code (the “Code”). Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more “five percent stockholders” increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last “ownership change” experienced by the Company. The Plan is intended to make it more difficult for the Company to undergo an ownership change by deterring any person from acquiring 4.9% or more of the outstanding shares of stock without the approval of the Board of Directors. The Board of Directors believes it is in the best interest of the Company and its stockholders to reduce the likelihood of an ownership change, which could harm the Company’s future operating results by effectively increasing the Company future tax liabilities. The Rights trade with, and are inseparable from, the Common Stock, and the record holders of shares of Common Stock are the record holders of the Rights. The Rights are evidenced only by certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) that represent shares of Common Stock. Rights will also be issued in respect of any shares of Common Stock that shall become outstanding after the Record Date (including upon conversion of any shares of Series A Preferred Stock of the Company) and, subject to certain exceptions specified in the Plan, prior to the earlier of the Distribution Date (as defined below) and the Expiration Date (as defined below). The Rights are not exercisable until the Distribution Date. After the Distribution Date, each Right will be exercisable to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred”), at a purchase price of $18.00 per one one-thousandth of a share of Series B Preferred (the “Purchase Price”), subject to adjustment as provided in the Plan. The “Distribution Date” is the earlier of (i) the close of business on the tenth day after the public announcement that a person or group has become an Acquiring Person (as defined below) or that discloses information which reveals the existence of an Acquiring Person or such earlier date as a majority of the Board shall become aware of the existence of an Acquiring Person (the date described in this clause (i), the “Stock Acquisition Date”) and (ii) the close of business on the tenth business day (or such later date as the Board of Directors shall determine prior to such time as any person or group becomes an Acquiring Person) after the date that a tender or exchange offer by any person is commenced, the consummation of which would result in such person becoming an Acquiring Person. A person or group becomes an “Acquiring Person” upon acquiring beneficial ownership of 4.9% or more of the outstanding shares of Common Stock, except in certain situations specified in the Plan. The Rights will expire on the earliest of (a) the close of business on May 1, 2024, (b) the time at which the Rights are redeemed or exchanged pursuant to the Plan, or (c) the time at which the Board of Directors determines that the Tax Benefits are utilized in all material respects or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the Tax Benefits, or materially impair the amount of the Tax Benefits that could be used by the Company in any particular time period, for applicable tax purposes (such earliest date, the “Expiration Date”). Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company by virtue of holding such Right, including, without limitation, the right to vote and to receive dividends. The Board of Directors may adjust the Purchase Price, the number of shares of Series B Preferred issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Series B Preferred or Common Stock or certain other specified transactions. No adjustments to the Purchase Price of less than 1% are required to be made. In connection with the adoption of the Plan, the Board of Directors approved a Certificate of Designations of the Series B Junior Participating Preferred Stock (the “Certificate of Designations”). The Certificate of Designations was filed with the Secretary of State of the State of Delaware on May 2, 2023. Each one one-thousandth of a share of Series B Preferred, if issued: • Will not be redeemable. • Will entitle holders to quarterly dividend payments of $0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the dividend paid on one share of Common Stock, whichever is greater. • Will entitle holders upon liquidation either to receive $0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the payment made on one share of Common Stock, whichever is greater. • Will have the same voting power as one share of Common Stock. • If shares of Common Stock are exchanged as a result of a merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Common Stock. Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) consists of two elements, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) items are recorded in the stockholders’ equity section on our consolidated balance sheets and excluded from net income (loss). Other comprehensive income (loss) consists primarily of foreign currency translation adjustments for subsidiaries with functional currencies other than the USD, unrealized translation gains (losses) on intercompany loans with foreign subsidiaries, and unrealized gains (losses) on interest rate swaps. The following table shows the ending balance of the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section on our consolidated balance sheets at the dates indicated (in thousands): December 31, 2023 2022 Other comprehensive income (loss) Foreign currency translation adjustment $ (19,947) $ (22,632) Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes (3,330) (7,426) Unrealized gain on interest rate swaps 14,270 41,168 Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net 15,175 — Total accumulated other comprehensive income (loss) $ 6,168 $ 11,110 The Unrealized translation gain on intercompany loans with foreign subsidiaries as of December 31, 2023 is net of unrealized income tax expense of $1.6 million. The income tax expense (benefit) allocated to each component of other comprehensive income (loss) for all other periods and components was not material. Stock Compensation Plans The Company maintains two stock-based compensation plans, the 2010 Stock Option Plan (the “2010 Plan”) and the 2014 Stock Option Plan (the “2014 Plan”), which are described below. 2010 Plan At December 31, 2023, there were 27,939 options outstanding under the 2010 Plan. Following the effectiveness of the Company’s 2014 Plan in November 2014, no further awards have been made under the 2010 Plan, although each option previously granted under the 2010 Plan will remain outstanding subject to its terms. Any such shares of common stock that are subject to awards under the 2010 Plan which are forfeited or lapse unexercised and would otherwise have been returned to the share reserve under the 2010 Plan instead will be available for issuance under the 2014 Plan. 2014 Plan In November 2014, the Company adopted the 2014 Plan, providing for the granting of incentive stock options, as defined by the Internal Revenue Code, to employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to employees, directors and consultants. The 2014 Plan also provides for the automatic grant of option awards to our non-employee directors. As of December 31, 2023, there were 121,975 options outstanding under the 2014 Plan, and 737,581 shares of common stock reserved for issuance under the 2014 Plan. The number of shares available for issuance under the 2014 Plan will be increased annually through 2024 in an amount equal to the least of (i) 4% of the outstanding Shares on the last day of the immediately preceding Fiscal Year or (ii) such number of Shares determined by the Board. At December 31, 2023, there were 1,758,847 restricted stock units and 100,000 performance based restricted stock units outstanding under the 2014 Plan. Under both the 2010 Plan and 2014 Plan, options granted to date generally vest over a three Share-based Compensation The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue $ 952 $ 1,984 $ 2,088 Research and development 2,463 2,733 3,085 Sales and marketing 2,059 4,239 5,957 General and administrative (1) 17,400 32,646 42,743 Total $ 22,874 $ 41,602 $ 53,873 (1) For the year ended December 31, 2021, a former executive resigned from his positions that resulted in stock-based compensation of $6.3 million related to the acceleration and deemed modification of the unvested portion of grants held at the time of transition. In accordance with ASC 718, Compensation—Stock Compensation , the fair value of these awards were modified and all related expense accelerated on the date of modification as a result of the reduction in required service. Our income tax benefits recognized from stock-based compensation arrangements in each of the periods presented were immaterial due to cumulative losses and valuation allowances. Restricted Stock Units (“RSU”) During the year ended December 31, 2023 the Company granted restricted stock units under its 2014 Stock Incentive Plan, in lieu of restricted stock awards, primarily for stock plan administrative purposes. Performance-Based Restricted Stock Units (“PRSU”) In 2023 and 2022, fifty percent of the awards granted to our Chief Executive Officer were PRSUs. The 2023 and 2022 PRSU agreements provide that the quantity of units subject to vesting may range from 0% to 300% of the units granted per the table below based on the Company's absolute total shareholder return (“TSR”) at the end of the thirty-six eighteen The following table summarizes PRSU and RSU activity during the year ended December 31, 2023 : Number of Units Weighted-Average Grant Date Fair Value Unvested restricted units outstanding as of December 31, 2022 1,603,023 $ 21.33 Granted 1,850,357 7.66 Vested (1,189,806) 17.72 Forfeited (1) (404,727) 22.60 Unvested restricted units outstanding as of December 31, 2023 1,858,847 $ 9.76 (1) Includes forfeited awards related to the 2022 PRSUs. At June 30, 2023, or the end of the performance period for the 2022 PRSUs, none of the awards vested. The total fair value of the RSUs vested during the years ended December 31, 2023, 2022 and 2021 was approximately $5.0 million, $13.9 million and $28.2 million, respectively. As of December 31, 2023, $16.0 million of unrecognized compensation cost related to unvested restricted stock units (including performance based awards) is expected to be recognized over a weighted-average period of 1.77 years. The PRSU and RSU activity table above includes PRSU units granted that are based on a 100% target payout. The total fair value of PRSUs vested during the years ended December 31, 2023, 2022 and 2021 was nil , nil and $5.6 million, respectively. Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the year ended December 31, 2023 and year ended December 31, 2022 are as follows: December 31, 2023 December 31, 2022 Expected volatility 55.5% 49.5% Risk-free interest rate 4.4% 0.7% Remaining performance period (in years) 2.86 1.46 Dividend yield — — Stock Option Activity Stock option activity during the year ended December 31, 2023 is as follows: Number of Weighted– Weighted– Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 154,321 $ 11.19 Options granted — — Options exercised (3,026) 1.78 Options forfeited Options expired (1,381) 4.42 Outstanding at December 31, 2023 149,914 $ 11.44 2.38 $ — Options vested and expected to vest at December 31, 2023 149,914 $ 11.44 2.39 $ — Options vested and exercisable at December 31, 2023 149,914 $ 11.44 2.38 $ — The aggregate intrinsic value of options exercised at December 31, 2023, 2022, and 2021, was approximately nil, $0.6 million, and $1.1 million, respectively. All of the Company’s outstanding stock options were fully vested as of December 31, 2019. As of December 31, 2022, there was no remaining unrecognized compensation cost related to stock options. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 14. Revenue Recognition Revenue Recognition Policy Revenue is recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when made available to the customers. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of sales credits and allowances. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers : • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenue within a single operating segment. Subscription and Support Revenue The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer. As our customers have access to use our solutions over the term of the contract agreement we believe this method of revenue recognition provides a faithful depiction of the transfer of services provided. Our subscription contracts are generally 1 to 3 years in length. Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or subscription and support revenue, depending on whether the revenue recognition criteria have been met. Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as subscription and support revenue at the end of each month and is invoiced concurrently. Subscription and support revenue includes revenue related to the Company’s digital engagement application which provides short code connectivity for its two-way short message service (“SMS”) programs and campaigns. As discussed further in the “ Principal vs. Agent Considerations ” section below, the Company recognizes revenue related to these messaging-related subscription contracts on a gross basis. Perpetual License Revenue The Company also records revenue from the sales of proprietary software products under perpetual licenses. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. The Company’s products do not require significant customization. Professional Services Revenue Professional services provided with subscription and support licenses and perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenue from professional services are recognized over time as such services are performed. Revenue for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenue for consumption-based services are generally recognized as the services are performed. Performance Obligations and Standalone Selling Price A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting. The Company has contracts with customers that often include multiple performance obligations, usually including professional services sold with either individual or multiple subscriptions or perpetual licenses. For these contracts, the Company records individual performance obligations separately if they are distinct by allocating the contract's total transaction price to each performance obligation in an amount based on the relative standalone selling price (“SSP”) of each distinct good or service in the contract. We only include estimated amounts of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, historical standalone sales, customer demographics, geographic locations, and the number and types of users within our contracts. Principal vs. Agent Considerations The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for vendor reseller agreements and messaging-related subscription agreements. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company's control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers, and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement. Generally, the Company reports revenue from vendor reseller agreements on a gross basis, meaning the amounts billed to customers are recorded as revenue, and expenses incurred are recorded as cost of revenue. As the Company is primarily obligated in its messaging-related subscription contracts, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, we have concluded it is appropriate to record revenue on a gross basis with related pass-through telecom messaging costs incurred from third parties recorded as cost of revenue. Revenue provided from agreements in which the Company is an agent are immaterial. Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, and deferred revenue. Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in unbilled receivables, which are expected to be billed during the succeeding twelve-month period and are recorded in Unbilled receivables in our consolidated balance sheets. A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. We recognize contract liabilities as revenue upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenue during the succeeding twelve-month period are recorded in Deferred revenue and the remaining portion is recorded in Deferred revenue, noncurrent on the accompanying consolidated balance sheets at the end of each reporting period. Deferred revenue primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for maintenance and other services, as well as initial subscription fees. We recognize deferred revenue as revenue when the services are performed, and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Our payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, we require payment before the products or services are delivered to the customer. Unbilled Receivables Unbilled receivables represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for software licenses already delivered and professional services already performed, but invoiced in arrears and for which the Company believes it has an unconditional right to payment. As of December 31, 2023 and 2022 unbilled receivables were $2.7 million and $5.3 million, respectively. Deferred Commissions Sales commissions earned by our sales force, and related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer. Deferred commissions and other costs for new customer contracts are capitalized upon contract signing and amortized on a systematic basis that is consistent with the transfer of goods and services over the expected life of the customer relationships, which has been determined to be approximately 6 years. The expected life of our customer relationships is based on historical data and management estimates, including estimated renewal terms and the useful life of the associated underlying technology. Commissions paid on renewal contracts are not commensurate with commissions paid on new customer contracts, as such, deferred commissions related to renewals are capitalized and amortized over the estimated contractual renewal term of 18 months. We utilized the 'portfolio approach' practical expedient, which allows entities to apply the guidance to a portfolio of contracts with similar characteristics as the effects on the financial statements of this approach would not differ materially from applying the guidance to individual contracts. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded as Deferred commissions, current, and the remainder is recorded as Deferred commissions, noncurrent, in our consolidated balance sheets. Amortization expense is included in sales and marketing expenses on our consolidated statements of operations. Deferred commissions are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable consistent with the Company's long-lived assets policy as described in “ Note 2. Basis of Presentation and Summary of Significant Accounting Policies ”. No indicators of impairment of deferred commissions were identified during the years ended December 31, 2023, 2022 or 2021. The following table presents the activity impacting deferred commissions for the year ended December 31, 2023 (in thousands): Deferred Commissions Deferred commissions balance at December 31, 2022 $ 24,755 Capitalized deferred commissions 11,350 Amortization of deferred commissions (13,108) Deferred commissions balance at December 31, 2023 $ 22,997 Amortization of deferred commissions in excess of amounts capitalized for the year ended December 31, 2023 was $1.8 million. Deferred Revenue Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. Deferred revenue is mainly unearned revenue related to subscription services and support services. During the year ended December 31, 2023, we recognized $102.3 million and $3.7 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period. Remaining Performance Obligations As of December 31, 2023, approximately $268.6 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 68% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. Disaggregated Revenue The Company disaggregates revenue from contracts with customers by geography and revenue generating activity, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customers' users are located. The ship-to country is generally the same as the billing country. The Company has operations primarily in the U.S., United Kingdom and Canada. Information about these operations is presented below (in thousands): Year Ended December 31, 2023 2022 2021 Revenues: Subscription and support: United States $ 201,252 $ 211,440 $ 205,882 United Kingdom 37,004 41,728 45,673 Canada 13,644 17,304 13,870 Other International 29,654 27,415 22,196 Total subscription and support revenue 281,554 297,887 287,621 Perpetual license: United States 2,654 3,284 1,840 United Kingdom 589 425 11 Canada 199 264 109 Other International 2,635 2,975 190 Total perpetual license revenue 6,077 6,948 2,150 Professional services: United States 5,961 6,871 8,104 United Kingdom 1,318 2,269 2,666 Canada 827 947 410 Other International 2,115 2,381 1,065 Total professional service revenue 10,221 12,468 12,245 Total revenue $ 297,852 $ 317,303 $ 302,016 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 15. Employee Benefit Plans The Company has established various international defined contribution plans and one voluntary defined contribution retirement plan qualifying under Section 401(k) of the Internal Revenue Code. The Company made no material contributions to the 401(k) plans for the years ended December 31, 2023, 2022 and 2021. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 16. Segment and Geographic Information ASC 280, Segment Reporting , establishes standards for reporting information about operating segments. It defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer is considered to be our CODM. Our CODM manages the business as a multi-product business that utilizes its model to deliver software products to customers regardless of their geography or IT environment. Operating results are reviewed by the CODM primarily at the consolidated entity level for purposes of making resource allocation decisions and for evaluating financial performance. Accordingly, we considered ourselves to be in a single operating and reporting segment structure. Revenue See “ Note 14 Revenue Recognition—Disaggregated Revenue ” for a detail of revenue by geography. Identifiable Long-Lived Assets December 31, 2023 2022 Identifiable long-lived assets: United States $ 713 $ 879 United Kingdom 152 252 Canada 680 390 Other International 387 309 Total identifiable long-lived assets $ 1,932 $ 1,830 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | . Related Party Transactions |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events TBD |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net loss | $ (179,874) | $ (68,413) | $ (58,212) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates. Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of February 22, 2024, the date of issuance of this Annual Report on Form 10-K. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment due upon receipt of invoice. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so. |
Concentrations of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers |
Property and Equipment | Property and Equipment Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term |
Business Combinations | Business Combinations We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations , in accounting for our acquisitions which requires the acquisition purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill. Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to Acquisition-related expenses on our consolidated statement of operations. Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology and trade names are valued using the relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset. The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions. Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. Contingent consideration typically includes earnout payments payable within 6 to 18 months of the date of acquisition based on attainment of certain performance goals. Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted, if necessary. Holdback and contingent consideration liabilities are recorded in Liabilities due to sellers of businesses on our consolidated balance sheet based on their estimated fair values. The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments. Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability. In the event a holdback is reduced subsequent to the finalization of purchase accounting, the reduction is recorded as a gain in Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability. |
Goodwill Intangible Assets and Impairment Assessments | Goodwill Intangible Assets and Impairment Assessments Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. We assess Goodwill for impairment annually on October 1st, or more frequently when events or circumstances occur which could cause the Carrying Value (or GAAP basis book value) of our Company to exceed the estimated fair value of our Company. As we operate as one reporting unit, the Goodwill impairment evaluation is performed at the consolidated entity level by comparing the estimated fair value of the Company to its Carrying Value. We first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its Carrying Value. Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its Carrying Value, then we perform a quantitative analysis using a fair-value-based approach to determine if the fair value of our reporting unit is less than its Carrying Value. See “ Note 5. Goodwill and Other Intangible Assets” f or more information regarding our 2023 and 2022 Goodwill impairments. Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Each period the Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets. |
Long-Lived Assets | Long-Lived Assets |
Software Development Costs | Software Development Costs Software development costs for software to be sold are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed . Software development costs associated with internal use software are incurred in three stages of development: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Eligible internal and external costs associated with significant upgrades and enhancements incurred during the application development stage are capitalized as property and equipment. During the years ended December 31, 2023, 2022 or 2021, there were no internal use software development costs capitalized under ASC 350-40, Internal-Use Software . ASC 350-40 also requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. In accordance with ASC 350-40, (i) capitalized implementation costs are classified in the same balance sheet line item as the amounts prepaid for the related hosting arrangement; (ii) amortization of capitalized implementation costs are presented in the same income statement line item as the service fees for the related hosting arrangement; and (iii) cash flows related to capitalized implementation costs are presented within the same category of cash flow activity as the cash flows for the related hosting arrangement (i.e. operating activity). As of December 31, 2023 and 2022, the net carrying value of capitalized implementation costs related to hosting arrangements that were incurred during the application development stage were not material. Capitalized implementation costs are amortized over the expected term of the arrangement and are amortized in the same line item on our consolidated statements of operations as the expense for fees for the associated hosting arrangement. |
Debt Issuance Costs | Debt Issuance Costs |
Derivatives | Derivatives In 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. Until the termination of a portion of the interest rate swaps as described in “ Note 7. Debt” , these interest rate swaps effectively converted $258.5 million and $522.5 million of our term loans as of December 31, 2023 and 2022, respectively, from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the remaining term of the debt. ASC 815, Derivatives and Hedging , requires entities to recognize derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company assessed the effectiveness of the hedging relationship under the hypothetical derivative method and noted that all of the critical terms of the hypothetical derivative and hedging instrument were the same. The hedging relationship continues to limit the Company’s exposure to the variability in interest rates under the Company’s term loans and related cash outflows. As such, the Company has deemed this hedging relationship as highly effective in offsetting cash flows attributable to hedged risk (variability in forecasted monthly interest payments) for the term of the term loans and interest rate swap agreements. All derivative financial instruments are recorded at fair value as a net asset or liability on our consolidated balance sheets. As of December 31, 2023, the fair value of interest rate swaps included in Interest rate swap assets on our consolidated balance sheets was $14.3 million. As of December 31, 2022, the fair value of interest rate swaps included in Interest rate swap assets was $41.2 million. The change in the fair value of the hedging instruments is recorded in Interest Rate Swaps on our consolidated stateme nts of comprehensive loss. Amounts deferred on interest rate swaps in our consolidated statements of comprehensive income will be reclassified to Interest expense, net on our consolidated statements of operations in the period in which the hedged item affects earnings. Cash flows from hedging instruments are classified in the same category as the cash flows for the underlying item being hedged within "Net cash provided by operating activities" on the consolidated statements of cash flows. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company recognizes financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. |
Preferred Stock | Preferred Stock In August 2022, the Company closed on the issuance and sale of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Company issued 115,000 shares of Series A Preferred Stock, par value $0.0001 per share, at a price of $1,000 per share, for an initial investment amount of $115.0 million. Pursuant to the Certification of Designation, cumulative preferred dividends accrue quarterly on the Series A Preferred Stock at a rate of (i) 4.5% per annum until but excluding the seven year anniversary of the closing, and (ii) 7.0% per annum on and after the seven year anniversary of the closing . See “ Note 12. Series A Convertible Preferred Stock—Series A Convertible Preferred Stock” for further details. The Series A Preferred Stock and cumulative preferred dividends, net of preferred issuance costs, is presented as Mezzanine Equity of $117.6 million as of December 31, 2023 in the Company’s consolidated balance sheets. The Series A Preferred Stock is classified as Mezzanine Equity because it is redeemable at the option of its holders (upon a deemed liquidation event as defined in “ Note 12. Series A Convertible Preferred Stock—Series A Convertible Preferred Stock—Deemed Liquidation Event Redemption” |
Revenue Recognition, Cost of Revenue, Customer Relationship Acquisition Costs | Revenue Recognition Refer to “ Note 14 Revenue Recognition ” for a detailed discussion of accounting policies related to revenue recognition, including deferred revenue and deferred commissions. Cost of Revenue Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology, and hosting and infrastructure costs related to the delivery of the Company’s products and services. Customer Relationship Acquisition Costs Costs associated with the acquisition or origination of customer relationships are capitalized as customer relationship assets as incurred and amortized over the estimated life of the customer relationship. Refer to “ Note 14. Revenue Recognition |
Advertising Costs | Advertising Costs |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries. The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions. Interest and penalties are recorded as a component of income tax expense. |
Leases | Leases The Company determines if an arrangement is a lease at inception. This determination includes the review of contracts with third parties to identify the existence of potential embedded leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation We measure all share-based payments, including grants of options to purchase common stock and the issuance of restricted stock or restricted stock units to employees, service providers and board members, using the fair-value at grant date. We record forfeitures as they occur. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized on our consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period. We value restricted stock and restricted stock units at the closing price of our common stock on the grant date. We value stock option awards using the Black-Scholes option-pricing model. For the years ended December 31, 2023, 2022 and 2021, stock-based compensation awards consisted primarily of restricted stock and restricted stock units. From time to time, we grant restricted stock units that also include performance or market-based conditions (“PRSUs”). For PRSUs granted with a market condition, we use a Monte Carlo simulation analysis to value the award. Compensation expense for awards with marked-based conditions is recognized over the required service period of the grant based on the grant date fair value of the award and is not subject to fluctuation due to achievement of the underlying market-based condition. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company utilizes the guidance in ASC 220, Income Statement—Reporting Comprehensive Income |
Foreign Currency Transactions | Foreign Currency Transactions |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently issued accounting pronouncements - Adopted In March 2020, the Financial Standards Accounting Board (“FASB”) issued accounting standards update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We adopted ASU 2020-04 during the first quarter of 2023. On February 21, 2023, the Company entered into an amended and restated credit agreement to, among other things, provide for the replacement of LIBOR with the Secured Overnight Financing Rate (“SOFR”), an index measuring the cost of borrowing cash overnight collateralized by Treasury securities. The Company elected to apply the debt agreement modification expedients related to changes to the reference rate from LIBOR to SOFR in the Company's Credit Agreement, which it completed during the three months ended March 31, 2023. Application of these expedients allowed the Company to account for the modification as not substantial. As a result, the debt agreement modification was accounted for by prospectively adjusting the Credit Agreement’s effective interest rate, any existing unamortized debt discount was carried forward and continued to be amortized and no remeasurement of the Credit Agreement at the modification date was required. The Company has also elected to apply the hedge accounting expedients and exceptions related to changes to the reference rate from LIBOR to SOFR in the Company's interest rate swaps, which it completed during the three months ended March 31, 2023. Application of these exceptions preserves the cash flow hedge designation of the interest rate swaps and the related accounting and presentation consistent with past presentation. The replacement of LIBOR with SOFR in the credit agreement did not have a material impact on the Company’s consolidated financial statements and related disclosures. See “ Note—7. Debt ” for additional information. In August 2020, the FASB issued accounting standards update ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (the “ASU 2020-06). ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning after December 15, 2021. The Company adopted this guidance in the first quarter of fiscal 2022 with an immaterial impact to the consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current GAAP, an acquirer in a business combination is generally required to recognize and measure the assets it acquires and the liabilities it assumes at fair value on the acquisition date. The new guidance will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. These amendments are effective for fiscal years beginning after December 15, 2022 , with early adoption permitted. We adopted ASU 2021-08 on January 1, 2023 and our adoption did not have a material impact on our consolidated financial statements. Recently issued accounting pronouncements - Not Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedules of Changes in the Allowance for Doubtful Accounts | The following table presents the changes in the allowance for credit losses (in thousands): Year Ended December 31, 2023 2022 2021 Balance at beginning of year $ 1,158 $ 1,107 $ 1,465 Provision for credit losses (569) 556 694 Writeoffs, net of recoveries and other (17) (505) (1,052) Balance at end of year $ 572 $ 1,158 $ 1,107 |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Property and equipment consisted of the following (in thousands) at: December 31, 2023 2022 Equipment $ 5,722 $ 6,211 Furniture and fixtures 279 355 Leasehold improvements 836 1,037 Accumulated depreciation (4,905) (5,773) Property and equipment, net $ 1,932 $ 1,830 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the consideration transferred for the acquisitions described above (in thousands): BA Insight Objectif Lune Panviva BlueVenn Second Street Cash $ 33,355 $ 29,750 $ 19,931 $ 53,535 $ 25,436 Holdback (1) 645 5,250 3,517 2,429 5,000 Contingent consideration (2) — — — 2,535 1,650 Working capital and other adjustments 1,587 644 379 (537) (1,365) Total consideration $ 35,587 $ 35,644 $ 23,827 $ 57,962 $ 30,721 (1) Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Objectif Lune, Panviva, and Second Street, 15 months following closing for BA Insight and 18 months following the closing of BlueVenn. As of December 31, 2023, all of the holdbacks had been paid. (2) Represents the acquisition date fair value of anticipated earnout payments which are based on the estimated probability of attainment of the underlying future performance-based conditions at the time of acquisition. The maximum potential payout for the BlueVenn and Second Street were $21.7 million and $3.0 million, respectively. As of March 31, 2022, the earnout payments for BlueVenn and Second Street were finalized resulting in no payments made. Refer to “ Note 4. Fair Value Measurements ” for further discussion regarding the calculation of fair value of acquisition related earnouts and subsequent payouts. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following condensed table presents the finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions closed in 2022 and 2021 (in thousands): Final BA Insight Objectif Lune Panviva BlueVenn Second Street Year Acquired 2022 2022 2021 2021 2021 Cash $ 4 $ 745 $ 132 $ 1,115 $ — Accounts receivable 2,466 5,677 2,122 1,289 1,105 Other current assets 4,080 7,183 4,985 2,002 89 Operating lease right-of-use asset 110 1,905 197 1,357 489 Property and equipment 3 248 26 611 156 Customer relationships 10,500 17,717 9,757 18,888 14,600 Trade name 150 362 76 238 200 Technology 2,000 5,512 2,194 4,337 3,400 Favorable leases — 291 — — — Goodwill 25,495 23,797 16,604 44,892 16,586 Other assets 25 744 33 24 13 Total assets acquired 44,833 64,181 36,126 74,753 36,638 Accounts payable (236) (2,001) (1,257) (2,772) (230) Accrued expense and other (4,083) (9,431) (5,053) (2,429) (378) Deferred tax liabilities — (6,353) (2,395) (3,640) (4,320) Deferred revenue (4,817) (8,847) (3,397) (6,593) (500) Operating lease liabilities (110) (1,905) (197) (1,357) (489) Total liabilities assumed (9,246) (28,537) (12,299) (16,791) (5,917) Total consideration $ 35,587 $ 35,644 $ 23,827 $ 57,962 $ 30,721 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the year ended December 31, 2022 (in years): Customer relationships 7.0 Trade name 2.0 Developed technology 6.2 Favorable Leases 6.3 Total weighted-average useful life 6.8 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 211,661 $ — $ — $ 211,661 Interest rate swaps $ — $ 14,270 $ — $ 14,270 Total $ 211,661 $ 14,270 $ — $ 225,931 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 172,849 $ — $ — $ 172,849 Interest rate swaps — 41,168 — 41,168 Total $ 172,849 $ 41,168 $ — $ 214,017 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the Company’s Goodwill balance for each of the two years in the period ended December 31, 2023 are summarized in the table below (in thousands): Balance at December 31, 2021 $ 457,472 Acquired in business combinations 48,768 Adjustment related to prior year business combinations 1,466 Adjustment related to finalization of current year business combinations 109 Impairment of goodwill (12,500) Foreign currency translation adjustment (18,272) Balance at December 31, 2022 $ 477,043 Adjustment related to prior year business combinations 415 Impairment of goodwill (128,755) Foreign currency translation adjustment 5,075 Balance at December 31, 2023 $ 353,778 |
Schedule of Finite-Lived Intangible Assets | The following is a summary of the Company’s Intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying December 31, 2023 Customer relationships 1-10 $ 378,923 $ 222,436 $ 156,487 Trade name 1.5-10 10,012 7,862 2,150 Developed technology 4-9 94,103 70,582 23,521 Favorable leases 6.3 $ 280 $ 89 $ 191 Total intangible assets $ 483,318 $ 300,969 $ 182,349 Estimated Useful Gross Accumulated Net Carrying December 31, 2022 Customer relationships 1-10 $ 372,162 $ 162,995 $ 209,167 Trade name 1.5-10 9,837 6,728 3,109 Developed technology 4-9 92,585 56,240 36,345 Favorable leases 6.3 273 43 230 Total intangible assets $ 474,857 $ 226,006 $ 248,851 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2023, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Year ending December 31: Amortization 2024 $ 54,232 2025 39,163 2026 36,934 2027 28,028 2028 18,284 Thereafter 5,708 Total $ 182,349 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Continuing Operations Before Income Taxes | The Company's loss from continuing operations before income taxes was as follows (in thousands): Year Ended December 31, 2023 2022 2021 Loss before provision for income taxes: United States $ (117,208) $ (40,818) $ (53,981) Foreign (65,159) (29,336) (12,575) $ (182,367) $ (70,154) $ (66,556) |
Schedule of Components of Income Tax (Benefit) | The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current Federal $ — $ — $ — State 901 971 363 Foreign 1,613 4,776 2,349 Total Current $ 2,514 $ 5,747 $ 2,712 Deferred Federal $ (468) $ 84 $ (5,180) State (771) 1,062 (1,033) Foreign (3,768) (8,634) (4,843) Total Deferred (5,007) (7,488) (11,056) (Benefit from) provision for income taxes $ (2,493) $ (1,741) $ (8,344) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred taxes are as follows (in thousands): As of December 31, 2023 2022 2021 Deferred tax assets: Accrued expenses and allowances $ 583 $ 1,640 $ 2,197 Deferred revenue 571 608 536 Stock compensation 489 612 1,558 Net operating loss and tax credit carryforwards 40,222 52,149 53,388 Disallowed interest expense carryforwards 17,670 17,181 15,654 Capital expenses 66 295 321 Tax credit carryforwards — 348 — Lease liability 960 2,139 2,340 Unrealized losses — — 1,974 Research and development expenses 13,247 6,243 — Other 410 461 638 Valuation allowance (41,259) (20,482) (28,627) Net deferred tax assets $ 32,959 $ 61,194 $ 49,979 Deferred tax liabilities: Prepaid expenses $ — $ (161) $ (272) Intangible assets (36,342) (54,153) (59,092) Goodwill (2,850) (7,382) (6,570) Tax credit carryforwards (15) — (99) Right of use asset (670) (1,504) (1,330) Unrealized gains (4,049) (10,705) — Deferred commissions (5,003) (5,705) (5,409) Net deferred tax liabilities $ (48,929) $ (79,610) $ (72,772) Net deferred taxes $ (15,970) $ (18,416) $ (22,793) |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s provision for income taxes differs from the expected tax expense (benefit) computed by applying the statutory federal income tax rate to income before taxes due to the following: Year Ended December 31, 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 1.1 % (0.2) % 1.5 % Tax credits — % 0.6 % 0.6 % Effect of foreign operations (0.4) % 0.1 % (0.6) % Stock compensation (2.2) % (9.5) % (5.4) % Disallowed excess executive compensation — % (0.6) % (5.3) % Goodwill impairment (12.5) % (3.6) % — % Permanent items and other (0.3) % (0.5) % 0.1 % Change in valuation allowance (5.9) % (6.9) % 1.1 % Change in tax rates 0.6 % 2.1 % (2.6) % Australia tax basis uplift — % — % 2.1 % 1.4 % 2.5 % 12.5 % |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax exposure is as follows (in thousands): Balance at December 31, 2021 $ 772 Additions for tax positions of prior years 45 Balance at December 31, 2022 $ 817 Reductions for tax positions of prior years (817) Balance at December 31, 2023 $ — |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following at December 31, 2023 and December 31, 2022 (in thousands): December 31, 2023 2022 Senior secured loans (includes unamortized discount of $5,376 and $7,467 based on an imputed interest rate of 7.6% and 5.8%, at December 31, 2023 and December 31, 2022, respectively) $ 476,674 $ 514,983 Less current maturities (3,172) (3,136) Total long-term debt $ 473,502 $ 511,847 |
Schedule of Debt, Interest Rate Swap | The impact of the Company’s derivative financial instruments on its consolidated statements of comprehensive loss was as follows (in thousands): Year Ended December 31 2023 2022 2021 Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps $ (6,434) $ 49,577 $ 21,623 Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net (5,289) — — Total Other comprehensive income (loss) on interest rate swaps $ (11,723) $ 49,577 $ 21,623 |
Schedule of Maturities of Long-term Debt | Under the terms of the Credit Facility, future debt maturities of long-term debt excluding debt discounts at December 31, 2023 are as follows (in thousands): Year ending December 31: Amount 2024 $ 5,400 2025 5,400 2026 471,250 Total debt outstanding $ 482,050 Less unamortized discount 5,376 Total debt outstanding, net of discount $ 476,674 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets for the computations of net loss per share: Year Ended December 31, (In thousands, except share and per share amounts) 2023 2022 2021 Numerators: Net loss $ (179,874) $ (68,413) $ (58,212) Preferred stock dividends and accretion (5,347) (1,846) — Net loss attributable to common stockholders $ (185,221) $ (70,259) $ (58,212) Denominator: Weighted–average common shares outstanding, basic and diluted 32,074,906 31,528,881 30,295,769 Net loss per common share, basic and diluted $ (5.77) $ (2.23) $ (1.92) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table sets forth the anti-dilutive common share equivalents excluded from the weighted-average shares used to calculate diluted net loss per common share: Year Ended December 31, 2023 2022 2021 Stock options 149,914 154,321 227,605 Restricted stock units 1,758,847 1,509,273 1,379,747 Performance restricted stock units 100,000 93,750 63,537 Series A Preferred Stock on an as-converted basis (1) 6,982,493 6,676,923 — Total anti–dilutive common share equivalents 8,991,254 8,434,267 1,670,889 (1) Per ASU 2020-06, the Company is applying the if-converted method to calculated diluted earnings per share. As of December 31, 2023, the Series A Preferred Stock plus accumulated dividends totaled $122.2 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “ Note 12. Series A Convertible Preferred Stock” |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease, Cost | The components of lease expense were as follows (in thousands): Year Ended December 31, 2023 2022 Operating lease cost $ 3,243 3,959 Sublease income (1,762) (1,428) Total lease expense $ 1,481 2,531 Other information about lease amounts recognized on our consolidated financial statements is summarized as follows: Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 3,908 $ 4,658 Right-of-use assets obtained in exchange for lease obligations (in thousands): Operating leases $ 653 $ 1,943 Weighted average remaining lease term (in years): Operating leases 2.2 3.2 Weighted average discount rate Operating leases 6.2 % 5.4 % |
Schedule of Lessee, Operating Lease, Liability, Maturity | Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands): Operating 2024 $ 2,540 2025 1,013 2026 520 2027 122 2028 52 Thereafter 12 Total minimum lease payments 4,259 Less amount representing interest (311) Present value of lease liabilities $ 3,948 Operating lease liabilities, current 2,351 Operating lease liabilities, noncurrent 1,597 Total lease liabilities $ 3,948 |
Schedule of Finance Lease, Liability, Maturity | Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands): Operating 2024 $ 2,540 2025 1,013 2026 520 2027 122 2028 52 Thereafter 12 Total minimum lease payments 4,259 Less amount representing interest (311) Present value of lease liabilities $ 3,948 Operating lease liabilities, current 2,351 Operating lease liabilities, noncurrent 1,597 Total lease liabilities $ 3,948 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Operating and Capital Lease Obligations | Future minimum payments for purchase commitments are as follows (in thousands): Year Purchase Commitments 2024 $ 22,852 2025 7,326 Thereafter — Total minimum payments $ 30,178 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Property and equipment consisted of the following (in thousands) at: December 31, 2023 2022 Equipment $ 5,722 $ 6,211 Furniture and fixtures 279 355 Leasehold improvements 836 1,037 Accumulated depreciation (4,905) (5,773) Property and equipment, net $ 1,932 $ 1,830 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table shows the ending balance of the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section on our consolidated balance sheets at the dates indicated (in thousands): December 31, 2023 2022 Other comprehensive income (loss) Foreign currency translation adjustment $ (19,947) $ (22,632) Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes (3,330) (7,426) Unrealized gain on interest rate swaps 14,270 41,168 Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net 15,175 — Total accumulated other comprehensive income (loss) $ 6,168 $ 11,110 |
Schedule of Allocated Share-Based Compensation Expense | The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Year Ended December 31, 2023 2022 2021 Cost of revenue $ 952 $ 1,984 $ 2,088 Research and development 2,463 2,733 3,085 Sales and marketing 2,059 4,239 5,957 General and administrative (1) 17,400 32,646 42,743 Total $ 22,874 $ 41,602 $ 53,873 (1) For the year ended December 31, 2021, a former executive resigned from his positions that resulted in stock-based compensation of $6.3 million related to the acceleration and deemed modification of the unvested portion of grants held at the time of transition. In accordance with ASC 718, Compensation—Stock Compensation , the fair value of these awards were modified and all related expense accelerated on the date of modification as a result of the reduction in required service. |
Schedule of PRSU Activity | The following table summarizes PRSU and RSU activity during the year ended December 31, 2023 : Number of Units Weighted-Average Grant Date Fair Value Unvested restricted units outstanding as of December 31, 2022 1,603,023 $ 21.33 Granted 1,850,357 7.66 Vested (1,189,806) 17.72 Forfeited (1) (404,727) 22.60 Unvested restricted units outstanding as of December 31, 2023 1,858,847 $ 9.76 (1) Includes forfeited awards related to the 2022 PRSUs. At June 30, 2023, or the end of the performance period for the 2022 PRSUs, none of the awards vested. |
Schedule of RSU activity | The following table summarizes PRSU and RSU activity during the year ended December 31, 2023 : Number of Units Weighted-Average Grant Date Fair Value Unvested restricted units outstanding as of December 31, 2022 1,603,023 $ 21.33 Granted 1,850,357 7.66 Vested (1,189,806) 17.72 Forfeited (1) (404,727) 22.60 Unvested restricted units outstanding as of December 31, 2023 1,858,847 $ 9.76 (1) Includes forfeited awards related to the 2022 PRSUs. At June 30, 2023, or the end of the performance period for the 2022 PRSUs, none of the awards vested. |
Schedule of Valuation Assumptions | Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the year ended December 31, 2023 and year ended December 31, 2022 are as follows: December 31, 2023 December 31, 2022 Expected volatility 55.5% 49.5% Risk-free interest rate 4.4% 0.7% Remaining performance period (in years) 2.86 1.46 Dividend yield — — |
Schedule of Stock Option Activity | Stock option activity during the year ended December 31, 2023 is as follows: Number of Weighted– Weighted– Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 154,321 $ 11.19 Options granted — — Options exercised (3,026) 1.78 Options forfeited Options expired (1,381) 4.42 Outstanding at December 31, 2023 149,914 $ 11.44 2.38 $ — Options vested and expected to vest at December 31, 2023 149,914 $ 11.44 2.39 $ — Options vested and exercisable at December 31, 2023 149,914 $ 11.44 2.38 $ — |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Commissions | The following table presents the activity impacting deferred commissions for the year ended December 31, 2023 (in thousands): Deferred Commissions Deferred commissions balance at December 31, 2022 $ 24,755 Capitalized deferred commissions 11,350 Amortization of deferred commissions (13,108) Deferred commissions balance at December 31, 2023 $ 22,997 |
Schedule of Disaggregation of Revenue | The Company has operations primarily in the U.S., United Kingdom and Canada. Information about these operations is presented below (in thousands): Year Ended December 31, 2023 2022 2021 Revenues: Subscription and support: United States $ 201,252 $ 211,440 $ 205,882 United Kingdom 37,004 41,728 45,673 Canada 13,644 17,304 13,870 Other International 29,654 27,415 22,196 Total subscription and support revenue 281,554 297,887 287,621 Perpetual license: United States 2,654 3,284 1,840 United Kingdom 589 425 11 Canada 199 264 109 Other International 2,635 2,975 190 Total perpetual license revenue 6,077 6,948 2,150 Professional services: United States 5,961 6,871 8,104 United Kingdom 1,318 2,269 2,666 Canada 827 947 410 Other International 2,115 2,381 1,065 Total professional service revenue 10,221 12,468 12,245 Total revenue $ 297,852 $ 317,303 $ 302,016 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenues and Long Lived Assets by Geographical Area | December 31, 2023 2022 Identifiable long-lived assets: United States $ 713 $ 879 United Kingdom 152 252 Canada 680 390 Other International 387 309 Total identifiable long-lived assets $ 1,932 $ 1,830 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) | 12 Months Ended |
Dec. 31, 2023 acquisition | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of acquisitions | 31 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Aug. 23, 2022 | Aug. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) reporting_unit $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Aug. 31, 2023 USD ($) | Jul. 14, 2022 $ / shares | Dec. 31, 2020 shares | Dec. 31, 2019 USD ($) | Aug. 06, 2019 | |
Class of Stock [Line Items] | ||||||||||
Number of reportable units | reporting_unit | 1 | |||||||||
Capitalized computer software, additions | $ 0 | $ 0 | $ 0 | |||||||
Net carrying value of capitalized implementations costs | 0 | 0 | ||||||||
Write off of deferred financing costs | $ 0 | $ 0 | ||||||||
Series A convertible preferred stock, issued (in shares) | shares | 115,000 | 115,000 | ||||||||
Series A convertible preferred stock, outstanding (in shares) | shares | 115,000 | 115,000 | 0 | 0 | ||||||
Series A convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Temporary equity, carrying amount, attributable to parent | $ 117,638,000 | $ 112,291,000 | ||||||||
Advertising expenses | 2,000,000 | 800,000 | $ 900,000 | |||||||
Tax liability accrued in anticipation of future dividends from foreign subsidiaries | 0 | |||||||||
Foreign currency transaction gains (losses) | 538,000 | 12,000 | (25,000) | |||||||
Total accumulated other comprehensive income (loss) | ||||||||||
Class of Stock [Line Items] | ||||||||||
Translation gains (losses) | 4,100,000 | (10,000,000) | (600,000) | |||||||
Other Expense, Net | ||||||||||
Class of Stock [Line Items] | ||||||||||
Foreign currency transaction gains (losses) | 300,000 | (1,000,000) | $ 48,600 | |||||||
Series A Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Series A convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Temporary equity, stock issued during period, value, new issues, price per share (in dollars per share) | $ / shares | $ 1,000 | |||||||||
Sale of stock, consideration received on transaction | $ 115,000,000 | |||||||||
Temporary equity, carrying amount, attributable to parent | $ 117,600,000 | |||||||||
Series A Preferred Stock | Before Seven Year Anniversary | ||||||||||
Class of Stock [Line Items] | ||||||||||
Temporary equity dividend rate percentage | 4.50% | |||||||||
Series A Preferred Stock | After Seven Year Anniversary | ||||||||||
Class of Stock [Line Items] | ||||||||||
Temporary equity dividend rate percentage | 7% | |||||||||
Interest rate swaps | ||||||||||
Class of Stock [Line Items] | ||||||||||
Interest rate swap asset | $ 14,300,000 | |||||||||
Interest rate swap liabilities | 41,200,000 | |||||||||
Secured Debt | ||||||||||
Class of Stock [Line Items] | ||||||||||
Note face amount | $ 258,500,000 | $ 522,500,000 | $ 259,900,000 | $ 540,000,000 | ||||||
Stated interest rate (as a percent) | 5.40% | |||||||||
Credit Facility | Secured Debt | ||||||||||
Class of Stock [Line Items] | ||||||||||
Note face amount | $ 190,000,000 | |||||||||
Stated interest rate (as a percent) | 5.40% | |||||||||
Minimum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash holdback, payment period (in months) | 12 months | |||||||||
Earnout payment, payment period (in months) | 6 months | |||||||||
Maximum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Cash holdback, payment period (in months) | 18 months | |||||||||
Earnout payment, payment period (in months) | 18 months |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of year | $ 1,158 | $ 1,107 | $ 1,465 |
Provision for credit losses | (569) | 556 | 694 |
Writeoffs, net of recoveries and other | (17) | (505) | (1,052) |
Balance at end of year | $ 572 | $ 1,158 | $ 1,107 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | Dec. 31, 2023 |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 7 years |
Minimum | Computer hardware and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 3 years |
Minimum | Purchased software and licenses | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 3 years |
Maximum | Computer hardware and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 5 years |
Maximum | Purchased software and licenses | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life (in years) | 5 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |||
Acquired in business combinations | $ 127,400 | $ 48,768 | |
Expected tax deductible amount of goodwill | 6,600 | ||
Business acquisition, transaction costs | $ 0 | $ 4,600 | $ 6,600 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ in Thousands | Feb. 22, 2022 | Jan. 07, 2022 | Jun. 24, 2021 | Feb. 28, 2021 | Jan. 19, 2021 | Feb. 06, 2020 |
BA Insight | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 33,355 | |||||
Holdback | 645 | |||||
Contingent consideration | 0 | |||||
Working capital and other adjustments | 1,587 | |||||
Total consideration | $ 35,587 | |||||
Cash holdback, payment period (in months) | 15 months | |||||
Objectif Lune | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 29,750 | |||||
Holdback | 5,250 | |||||
Contingent consideration | 0 | |||||
Working capital and other adjustments | 644 | |||||
Total consideration | $ 35,644 | |||||
Cash holdback, payment period (in months) | 12 months | |||||
Panviva | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 19,931 | |||||
Holdback | 3,517 | |||||
Contingent consideration | 0 | |||||
Working capital and other adjustments | 379 | |||||
Total consideration | $ 23,827 | |||||
Cash holdback, payment period (in months) | 12 months | |||||
BlueVenn | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 53,535 | |||||
Holdback | 2,429 | |||||
Contingent consideration | 2,535 | |||||
Working capital and other adjustments | (537) | |||||
Total consideration | $ 57,962 | |||||
Cash holdback, payment period (in months) | 18 months | |||||
Future earn out payments, maximum | $ 21,700 | |||||
Second Street | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 25,436 | |||||
Holdback | 5,000 | |||||
Contingent consideration | 1,650 | |||||
Working capital and other adjustments | (1,365) | |||||
Total consideration | $ 30,721 | |||||
Cash holdback, payment period (in months) | 12 months | |||||
Future earn out payments, maximum | $ 3,000 | |||||
Localytics | ||||||
Business Acquisition [Line Items] | ||||||
Cash holdback, payment period (in months) | 12 months |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 22, 2022 | Jan. 07, 2022 | Dec. 31, 2021 | Jun. 24, 2021 | Feb. 28, 2021 | Jan. 19, 2021 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 353,778 | $ 477,043 | $ 457,472 | |||||
Operating lease liabilities | $ (3,948) | |||||||
BA Insight | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 4 | |||||||
Accounts receivable | 2,466 | |||||||
Other current assets | 4,080 | |||||||
Operating lease right-of-use asset | 110 | |||||||
Property and equipment | 3 | |||||||
Goodwill | 25,495 | |||||||
Other assets | 25 | |||||||
Total assets acquired | 44,833 | |||||||
Accounts payable | (236) | |||||||
Accrued expense and other | (4,083) | |||||||
Deferred tax liabilities | 0 | |||||||
Deferred revenue | (4,817) | |||||||
Operating lease liabilities | (110) | |||||||
Total liabilities assumed | (9,246) | |||||||
Total consideration | 35,587 | |||||||
BA Insight | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 10,500 | |||||||
BA Insight | Trade name | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 150 | |||||||
BA Insight | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 2,000 | |||||||
BA Insight | Favorable leases | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 0 | |||||||
Objectif Lune | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 745 | |||||||
Accounts receivable | 5,677 | |||||||
Other current assets | 7,183 | |||||||
Operating lease right-of-use asset | 1,905 | |||||||
Property and equipment | 248 | |||||||
Goodwill | 23,797 | |||||||
Other assets | 744 | |||||||
Total assets acquired | 64,181 | |||||||
Accounts payable | (2,001) | |||||||
Accrued expense and other | (9,431) | |||||||
Deferred tax liabilities | (6,353) | |||||||
Deferred revenue | (8,847) | |||||||
Operating lease liabilities | (1,905) | |||||||
Total liabilities assumed | (28,537) | |||||||
Total consideration | 35,644 | |||||||
Objectif Lune | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 17,717 | |||||||
Objectif Lune | Trade name | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 362 | |||||||
Objectif Lune | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 5,512 | |||||||
Objectif Lune | Favorable leases | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 291 | |||||||
Panviva | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 132 | |||||||
Accounts receivable | 2,122 | |||||||
Other current assets | 4,985 | |||||||
Operating lease right-of-use asset | 197 | |||||||
Property and equipment | 26 | |||||||
Goodwill | 16,604 | |||||||
Other assets | 33 | |||||||
Total assets acquired | 36,126 | |||||||
Accounts payable | (1,257) | |||||||
Accrued expense and other | (5,053) | |||||||
Deferred tax liabilities | (2,395) | |||||||
Deferred revenue | (3,397) | |||||||
Operating lease liabilities | (197) | |||||||
Total liabilities assumed | (12,299) | |||||||
Total consideration | 23,827 | |||||||
Panviva | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 9,757 | |||||||
Panviva | Trade name | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 76 | |||||||
Panviva | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 2,194 | |||||||
Panviva | Favorable leases | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 0 | |||||||
BlueVenn | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 1,115 | |||||||
Accounts receivable | 1,289 | |||||||
Other current assets | 2,002 | |||||||
Operating lease right-of-use asset | 1,357 | |||||||
Property and equipment | 611 | |||||||
Goodwill | 44,892 | |||||||
Other assets | 24 | |||||||
Total assets acquired | 74,753 | |||||||
Accounts payable | (2,772) | |||||||
Accrued expense and other | (2,429) | |||||||
Deferred tax liabilities | (3,640) | |||||||
Deferred revenue | (6,593) | |||||||
Operating lease liabilities | (1,357) | |||||||
Total liabilities assumed | (16,791) | |||||||
Total consideration | 57,962 | |||||||
BlueVenn | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 18,888 | |||||||
BlueVenn | Trade name | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 238 | |||||||
BlueVenn | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 4,337 | |||||||
BlueVenn | Favorable leases | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 0 | |||||||
Second Street | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 0 | |||||||
Accounts receivable | 1,105 | |||||||
Other current assets | 89 | |||||||
Operating lease right-of-use asset | 489 | |||||||
Property and equipment | 156 | |||||||
Goodwill | 16,586 | |||||||
Other assets | 13 | |||||||
Total assets acquired | 36,638 | |||||||
Accounts payable | (230) | |||||||
Accrued expense and other | (378) | |||||||
Deferred tax liabilities | (4,320) | |||||||
Deferred revenue | (500) | |||||||
Operating lease liabilities | (489) | |||||||
Total liabilities assumed | (5,917) | |||||||
Total consideration | 30,721 | |||||||
Second Street | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 14,600 | |||||||
Second Street | Trade name | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 200 | |||||||
Second Street | Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 3,400 | |||||||
Second Street | Favorable leases | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 0 |
Acquisitions - Schedule of Fini
Acquisitions - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 6 years 9 months 18 days |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 7 years |
Trade name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 2 years |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 6 years 2 months 12 days |
Favorable leases | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average amortization period | 6 years 3 months 18 days |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Recurring Measurement - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents - money market funds | $ 211,661 | $ 172,849 |
Assets, fair value disclosure | 225,931 | 214,017 |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 14,270 | 41,168 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents - money market funds | 211,661 | 172,849 |
Assets, fair value disclosure | 211,661 | 172,849 |
Level 1 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents - money market funds | 0 | 0 |
Assets, fair value disclosure | 14,270 | 41,168 |
Level 2 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 14,270 | 41,168 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents - money market funds | 0 | 0 |
Assets, fair value disclosure | 0 | 0 |
Level 3 | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Aug. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2019 |
Secured Debt | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Note face amount | $ 258.5 | $ 259.9 | $ 522.5 | $ 540 |
Level 2 | Recurring Measurement | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of debt | $ 482.1 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||||
Beginning balance, goodwill | $ 477,043 | $ 477,043 | $ 457,472 | |
Acquired in business combinations | 127,400 | 48,768 | ||
Adjustment related to prior year business combinations | 415 | 1,466 | ||
Adjustment related to finalization of current year business combinations | 109 | |||
Impairment of goodwill | $ (128,800) | (128,755) | (12,500) | $ 0 |
Foreign currency translation adjustment | 5,075 | (18,272) | ||
Ending balance, goodwill | $ 353,778 | $ 477,043 | $ 457,472 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment of goodwill | $ (128,800) | $ (128,755) | $ (12,500) | $ 0 |
Amortization expense | $ 70,600 | $ 54,600 | $ 50,900 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 483,318 | $ 474,857 |
Accumulated Amortization | 300,969 | 226,006 |
Total | 182,349 | 248,851 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 378,923 | 372,162 |
Accumulated Amortization | 222,436 | 162,995 |
Total | $ 156,487 | $ 209,167 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 1 year | 1 year |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 10 years | 10 years |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,012 | $ 9,837 |
Accumulated Amortization | 7,862 | 6,728 |
Total | $ 2,150 | $ 3,109 |
Trade name | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 1 year 6 months | 1 year 6 months |
Trade name | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 10 years | 10 years |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 94,103 | $ 92,585 |
Accumulated Amortization | 70,582 | 56,240 |
Total | $ 23,521 | $ 36,345 |
Developed technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 4 years | 4 years |
Developed technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 9 years | 9 years |
Favorable leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days |
Gross Carrying Amount | $ 280 | $ 273 |
Accumulated Amortization | 89 | 43 |
Total | $ 191 | $ 230 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2024 | $ 54,232 | |
2025 | 39,163 | |
2026 | 36,934 | |
2027 | 28,028 | |
2028 | 18,284 | |
Thereafter | 5,708 | |
Total | $ 182,349 | $ 248,851 |
Income Taxes - Schedule of Cont
Income Taxes - Schedule of Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (117,208) | $ (40,818) | $ (53,981) |
Foreign | (65,159) | (29,336) | (12,575) |
Loss before benefit from income taxes | $ (182,367) | $ (70,154) | $ (66,556) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 901 | 971 | 363 |
Foreign | 1,613 | 4,776 | 2,349 |
Total Current | 2,514 | 5,747 | 2,712 |
Deferred | |||
Federal | (468) | 84 | (5,180) |
State | (771) | 1,062 | (1,033) |
Foreign | (3,768) | (8,634) | (4,843) |
Total Deferred | (5,007) | (7,488) | (11,056) |
(Benefit from) provision for income taxes | $ (2,493) | $ (1,741) | $ (8,344) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 304,200,000 | ||
Net operating loss carryforwards, carry forward indefinitely | 48,000,000 | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | 20,800,000 | $ (8,100,000) | |
Unrecognized tax benefits | 0 | 817,000 | $ 772,000 |
Accrued interest or penalties related to uncertain tax positions | 0 | ||
Tax Effect of Items Recorded in Other Comprehensive Income | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance, deferred tax asset, increase (decrease), amount | 7,100,000 | (13,000,000) | |
U.S And U.K | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance, deferred tax asset, increase (decrease), amount | 13,700,000 | ||
Current Operations | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 4,900,000 | ||
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 256,000,000 | ||
Operating loss carryforwards, expiration amount | 155,000,000 | ||
Credit carryforwards, expiration before utilization | 4,000,000 | ||
Domestic Tax Authority | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Research & development credit carryforwards | 4,000,000 | ||
Domestic Tax Authority | Tax Year Prior to 2018 | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 200,000,000 | ||
Deferred tax assets, operating loss carryforwards, not subject to expiration | 56,000,000 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 48,200,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | |||
Accrued expenses and allowances | $ 583 | $ 1,640 | $ 2,197 |
Deferred revenue | 571 | 608 | 536 |
Stock compensation | 489 | 612 | 1,558 |
Net operating loss and tax credit carryforwards | 40,222 | 52,149 | 53,388 |
Disallowed interest expense carryforwards | 17,670 | 17,181 | 15,654 |
Capital expenses | 66 | 295 | 321 |
Tax credit carryforwards | 0 | 348 | 0 |
Lease liability | 960 | 2,139 | 2,340 |
Unrealized losses | 0 | 0 | 1,974 |
Deferred Tax Assets, in Process Research and Development | 13,247 | 6,243 | 0 |
Other | 410 | 461 | 638 |
Valuation allowance | (41,259) | (20,482) | (28,627) |
Net deferred tax assets | 32,959 | 61,194 | 49,979 |
Deferred tax liabilities: | |||
Prepaid expenses | 0 | (161) | (272) |
Intangible assets | (36,342) | (54,153) | (59,092) |
Goodwill | (2,850) | (7,382) | (6,570) |
Tax credit carryforwards | (15) | 0 | (99) |
Right of use asset | (670) | (1,504) | (1,330) |
Unrealized gains | (4,049) | (10,705) | 0 |
Deferred commissions | (5,003) | (5,705) | (5,409) |
Net deferred tax liabilities | (48,929) | (79,610) | (72,772) |
Net deferred taxes | $ (15,970) | $ (18,416) | $ (22,793) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
State taxes, net of federal benefit | 1.10% | (0.20%) | 1.50% |
Tax credits | 0% | 0.60% | 0.60% |
Effect of foreign operations | (0.40%) | 0.10% | (0.60%) |
Stock compensation | (2.20%) | (9.50%) | (5.40%) |
Disallowed excess executive compensation | 0% | (0.60%) | (5.30%) |
Goodwill impairment | (12.50%) | (3.60%) | 0% |
Permanent items and other | (0.30%) | (0.50%) | 0.10% |
Change in valuation allowance | (5.90%) | (6.90%) | 1.10% |
Change in tax rates | 0.60% | 2.10% | (2.60%) |
Australia tax basis uplift | 0% | 0% | 2.10% |
Total effective tax rate | 1.40% | 2.50% | 12.50% |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 817 | $ 772 |
Additions for tax positions of prior years | 45 | |
Reductions for tax positions of prior years | (817) | |
Ending balance | $ 0 | $ 817 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 476,674 | |
Less current maturities | (3,172) | $ (3,136) |
Total long-term debt | 473,502 | 511,847 |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 476,674 | 514,983 |
Debt instrument, unamortized discount | $ 5,376 | $ 7,467 |
Debt instrument, imputed interest rate (percent) | 7.60% | 5.80% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Sep. 01, 2023 | Aug. 06, 2019 | Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||||
Interest rate swaps | $ (11,723) | $ 49,577 | $ 21,623 | ||||
Cash flow hedge gain (loss), net | $ 5,900 | ||||||
Debt instrument, cash interest costs (as a percent) | 7.20% | 5.40% | 5.40% | ||||
Interest rate swaps | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate derivative assets, sold | $ 259,900 | ||||||
Interest rate swaps | 20,500 | $ (6,434) | $ 49,577 | $ 21,623 | |||
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax | 5,289 | 0 | $ 0 | ||||
Interest rate swaps | Interest Expense | |||||||
Debt Instrument [Line Items] | |||||||
Other comprehensive income (loss), derivative, excluded component, increase (decrease), before adjustments, tax | 2,500 | ||||||
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax | $ 2,800 | ||||||
Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Note face amount | $ 259,900 | $ 258,500 | $ 522,500 | $ 540,000 | |||
Debt instrument, term | 7 years | ||||||
Stated interest rate (as a percent) | 5.40% | ||||||
Term Loan | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Note face amount | $ 350,000 | ||||||
Debt instrument, term | 7 years | ||||||
Stated interest rate (as a percent) | 5.40% | ||||||
Debt instrument, floating interest rate, stated percentage | 9.20% | ||||||
Repayments of secured debt | $ 35,000 | ||||||
Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized debt issuance costs | $ 5,400 | ||||||
Debt instrument, covenant compliance (as a percent) | 35% | ||||||
Debt instrument, covenant, leverage ratio, maximum, amount | $ 50,000 | ||||||
Debt instrument, covenant, leverage ratio, maximum | 6 | ||||||
Increase in interest rate upon default (as a percent) | 2% | ||||||
Credit Facility | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, term | 5 years | ||||||
Maximum borrowing capacity | $ 60,000 | ||||||
Commitment fee rate (as a percent) | 0.50% | ||||||
Credit Facility | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 10,000 | ||||||
Credit Facility | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Note face amount | $ 190,000 | ||||||
Debt instrument, repayment rate, quarterly (as a percent) | 0.25% | ||||||
Debt instrument, repayment rate, annual (as a percent) | 1% | ||||||
Stated interest rate (as a percent) | 5.40% | ||||||
Credit Facility | Secured Debt | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread (as a percent) | 2.75% | ||||||
Credit Facility | Secured Debt | Eurodollar Deposits Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread (as a percent) | 3.75% | ||||||
Credit Facility | Secured Debt | Eurodollar Deposits Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread (as a percent) | 0% | ||||||
Credit Facility | Secured Debt | Federal Funds Effective Swap Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread (as a percent) | 0.50% | ||||||
Credit Facility | Secured Debt | Federal Funds Effective Swap Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread (as a percent) | 0% | ||||||
Credit Facility | Secured Debt | Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread (as a percent) | 1% |
Debt - Schedule of Debt, Intere
Debt - Schedule of Debt, Interest Rate Swap (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps | $ (11,723) | $ 49,577 | $ 21,623 | |
Interest rate swaps | ||||
Debt Instrument [Line Items] | ||||
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps | $ 20,500 | (6,434) | 49,577 | 21,623 |
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net | (5,289) | 0 | 0 | |
Total Other comprehensive income (loss) on interest rate swaps | $ (11,723) | $ 49,577 | $ 21,623 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2024 | $ 5,400 |
2025 | 5,400 |
2026 | 471,250 |
Total debt outstanding | 482,050 |
Long-term debt | $ 476,674 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerators: | |||
Net loss | $ (179,874) | $ (68,413) | $ (58,212) |
Preferred stock dividends and accretion | (5,347) | (1,846) | 0 |
Net loss attributable to common stockholders, basic | (185,221) | (70,259) | (58,212) |
Net loss attributable to common stockholders, diluted | $ (185,221) | $ (70,259) | $ (58,212) |
Denominator: | |||
Weighted-average common shares outstanding, basic (in shares) | 32,074,906 | 31,528,881 | 30,295,769 |
Weighted-average common shares outstanding, diluted (in shares) | 32,074,906 | 31,528,881 | 30,295,769 |
Net loss per common share, basic (in dollars per share) | $ (5.77) | $ (2.23) | $ (1.92) |
Net loss per common share, diluted (in dollars per share) | $ (5.77) | $ (2.23) | $ (1.92) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents (in shares) | 8,991,254 | 8,434,267 | 1,670,889 |
Series A Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Preferred stock, conversion price (in dollars per share) | $ 17.50 | ||
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents (in shares) | 149,914 | 154,321 | 227,605 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents (in shares) | 1,758,847 | 1,509,273 | 1,379,747 |
Performance restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents (in shares) | 100,000 | 93,750 | 63,537 |
Series A Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti–dilutive common share equivalents (in shares) | 6,982,493 | 6,676,923 | 0 |
Preferred stock, redemption amount | $ 122.2 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, expense | $ 1,400 | $ 2,500 | $ 6,200 |
Sublease income | 1,762 | 1,428 | $ 1,100 |
Future sublease income | $ 2,500 | ||
Facility Closing | |||
Lessee, Lease, Description [Line Items] | |||
Restructuring charges | 4,400 | ||
Building | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease cost, transformation charges | $ 1,100 |
Leases - Schedule of Lease, Cos
Leases - Schedule of Lease, Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 3,243 | $ 3,959 | |
Sublease income | (1,762) | (1,428) | $ (1,100) |
Total lease expense | $ 1,481 | $ 2,531 |
Leases - Other Information (Det
Leases - Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 3,908 | $ 4,658 |
Right-of-use asset obtained in exchange for operating lease obligations, Operating leases | $ 653 | $ 1,943 |
Weighted average remaining lease term - Operating leases | 2 years 2 months 12 days | 3 years 2 months 12 days |
Weighted average discount rate - Operating leases | 6.20% | 5.40% |
Leases - Future Minimum Payment
Leases - Future Minimum Payments for Operating and Finance Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 2,540 | |
2025 | 1,013 | |
2026 | 520 | |
2027 | 122 | |
2028 | 52 | |
Thereafter | 12 | |
Total minimum lease payments | 4,259 | |
Less amount representing interest | (311) | |
Present value of lease liabilities | 3,948 | |
Operating lease liabilities, current | 2,351 | $ 3,205 |
Operating lease liabilities, noncurrent | 1,597 | $ 4,947 |
Total lease liabilities | $ 3,948 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Operating and Capital Lease Obligations (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2024 | $ 22,852 |
2025 | 7,326 |
Thereafter | 0 |
Total minimum payments | $ 30,178 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment, Net [Abstract] | ||
Accumulated depreciation | $ (4,905) | $ (5,773) |
Property and equipment, net | 1,932 | 1,830 |
Equipment | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property and equipment | 5,722 | 6,211 |
Furniture and fixtures | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property and equipment | 279 | 355 |
Leasehold improvements | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property and equipment | $ 836 | $ 1,037 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 1,400,000 | $ 1,500,000 | $ 2,000,000 |
Impairment of long-lived assets | 0 | 0 | 0 |
Gain (loss) on disposition of property plant equipment | $ (47,000) | $ (79,000) | $ 0 |
Series A Convertible Preferre_2
Series A Convertible Preferred Stock (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Aug. 23, 2022 $ / shares | Jul. 14, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) director $ / shares | Dec. 31, 2022 $ / shares shares | |
Temporary Equity [Line Items] | ||||
Temporary equity, stock issued during period, shares, new issues (in shares) | shares | 115,000 | |||
Series A convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Temporary equity voting power | 50% | |||
Preferred stock, voting rights, number of board of directors to elect | director | 1 | |||
Threshold for electing one board member and not the actual ownership | 5% | |||
Preferred stock, voting rights, number of non-voting observer to elect | director | 1 | |||
Threshold for electing a non-voting board member requirement and not the actual ownership percentage | 10% | |||
Temporary equity, number of consecutive trading days | 10 days | |||
Series A Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, stock issued during period, shares, new issues (in shares) | shares | 115,000 | |||
Series A convertible preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Temporary equity, stock issued during period, value, new issues, price per share (in dollars per share) | $ 1,000 | |||
Aggregate purchase price | $ | $ 115 | |||
Issuance costs | $ | $ 4.6 | |||
Temporary equity, liquidation preference (in dollars per share) | $ 1,000 | |||
Dividends payable | $ | 7.2 | |||
Temporary equity, liquidation preference | $ | $ 122.2 | |||
Liquidation cash purchase price (percent) | 105% | |||
Temporary equity liquidation preference (percent) | 105% | |||
Preferred stock, conversion price (in dollars per share) | $ 17.50 | |||
Series A Preferred Stock | Before Seven Year Anniversary | ||||
Temporary Equity [Line Items] | ||||
Temporary equity dividend rate percentage | 4.50% | |||
Series A Preferred Stock | After Seven Year Anniversary | ||||
Temporary Equity [Line Items] | ||||
Temporary equity dividend rate percentage | 7% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
May 02, 2023 $ / shares shares | Dec. 31, 2023 USD ($) plan vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Oct. 31, 2023 USD ($) | Sep. 01, 2023 USD ($) | Jun. 07, 2023 shares | |
Class of Stock [Line Items] | |||||||
Common stock authorized (in shares) | 75,000,000 | 50,000,000 | 75,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock, votes per share | vote | 1 | ||||||
Stock repurchase program, additional authorized amount | $ | $ 10,000 | ||||||
Sales and excise tax payable | $ | $ 100 | ||||||
Stock repurchases and retirements | $ | $ 14,201 | ||||||
Tax benefit preservation plan, ownership change, threshold ownership percentage | 4.90% | ||||||
Number of stock-based compensation plans | plan | 2 | ||||||
2014 Stock Plan | |||||||
Class of Stock [Line Items] | |||||||
Number of shares available for grant, annual increase (as a percent) | 4% | ||||||
Stock options | |||||||
Class of Stock [Line Items] | |||||||
Options outstanding (in shares) | 149,914 | 154,321 | |||||
Unrecognized compensation costs | $ | $ 0 | ||||||
Weighted-average remaining contractual life, options vested and exercisable (in years) | 2 years 4 months 17 days | ||||||
Aggregate intrinsic value of options | $ | $ 0 | 600 | $ 1,100 | ||||
Stock options | 2010 Stock Plan | |||||||
Class of Stock [Line Items] | |||||||
Options outstanding (in shares) | 27,939 | ||||||
Stock options | 2014 Stock Plan | |||||||
Class of Stock [Line Items] | |||||||
Options outstanding (in shares) | 121,975 | ||||||
Common stock shares reserved for issuance under the plan (in shares) | 737,581 | ||||||
Stock options | 2010 Plan and 2014 Plan | |||||||
Class of Stock [Line Items] | |||||||
Maximum vesting period | 10 years | ||||||
Stock options | 2010 Plan and 2014 Plan | Maximum | |||||||
Class of Stock [Line Items] | |||||||
Vesting period | 3 years | ||||||
Stock options | 2010 Plan and 2014 Plan | Minimum | |||||||
Class of Stock [Line Items] | |||||||
Vesting period | 4 years | ||||||
Restricted stock units | |||||||
Class of Stock [Line Items] | |||||||
Fair value of awards vested | $ | $ 5,000 | $ 13,900 | 28,200 | ||||
Unrecognized compensation costs | $ | $ 16,000 | ||||||
Weighted-average remaining contractual life, options vested and exercisable (in years) | 1 year 9 months 7 days | ||||||
Restricted stock units | 2014 Stock Plan | |||||||
Class of Stock [Line Items] | |||||||
Anti–dilutive common share equivalents (in shares) | 1,758,847 | ||||||
Performance restricted stock units | |||||||
Class of Stock [Line Items] | |||||||
Vesting period | 36 months | 18 months | |||||
Granted (in shares) | 0 | ||||||
Fair value of awards vested | $ | $ 0 | $ 5,600 | $ 0 | ||||
Target payout (as a percent) | 100% | ||||||
Performance restricted stock units | Chief Executive Officer | |||||||
Class of Stock [Line Items] | |||||||
Awards vesting rights (as a percent) | 50% | 50% | |||||
Performance restricted stock units | Maximum | |||||||
Class of Stock [Line Items] | |||||||
Awards vesting rights (as a percent) | 300% | 300% | |||||
Performance restricted stock units | Minimum | |||||||
Class of Stock [Line Items] | |||||||
Awards vesting rights (as a percent) | 0% | 0% | |||||
Performance restricted stock units | 2014 Stock Plan | |||||||
Class of Stock [Line Items] | |||||||
Anti–dilutive common share equivalents (in shares) | 100,000 | ||||||
Accumulated Foreign Currency Adjustment Attributable to Parent, Foreign Currency Denominated Intercompany Loans with Foreign Subsidiaries, Tax | |||||||
Class of Stock [Line Items] | |||||||
Tax expense (benefit) recognized in OCI | $ | $ 1,600 | ||||||
Preferred Stock Purchase Rights | |||||||
Class of Stock [Line Items] | |||||||
Class of warrant or right, dividends declared (in shares) | 1 | ||||||
Class of warrant or right, outstanding (in shares) | 32,441,010 | ||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 18,000 | ||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 0.001 | ||||||
Class of warrant or right, purchase price adjustment, threshold percentage | 1% | ||||||
Class of warrant or right, entitled dividend payment per security called by each warrant or right (in dollars per share) | $ / shares | $ 0.001 | ||||||
Class of warrant or right, entitled liquidation payment per security called by each warrant or right (in dollars per share) | $ / shares | $ 0.001 | ||||||
Class of warrant or right, entitled liquidation payment, common stock equivalent, number of shares (in shares) | 1 | ||||||
Class of warrant or right, voting power, common stock equivalent, number of shares (in shares) | 1 | ||||||
2023 Share Repurchase Program | |||||||
Class of Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ | $ 25,000 | $ 15,000 | |||||
Stock repurchases and retirements (in shares) | 3,245,100 | ||||||
Stock repurchases and retirements | $ | $ 14,200 | ||||||
Stock repurchase program, remaining authorized repurchase amount | $ | $ 10,800 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | $ 126,294 | $ 308,870 | $ 316,288 | $ 306,615 |
Foreign currency translation adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | (19,947) | (22,632) | ||
Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | (3,330) | (7,426) | ||
Unrealized gain on interest rate swaps | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | 14,270 | 41,168 | ||
Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | 15,175 | 0 | ||
Total accumulated other comprehensive income (loss) | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' equity | $ 6,168 | $ 11,110 | $ (11,514) | $ (26,234) |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Allocated Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 22,874 | $ 41,602 | $ 53,873 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 952 | 1,984 | 2,088 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 2,463 | 2,733 | 3,085 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 2,059 | 4,239 | 5,957 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 17,400 | $ 32,646 | 42,743 |
General and administrative | Executive Officer | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 6,300 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of PRSU and RSU Activity (Details) - PRSU and RSU - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2023 | |
Number of Units | ||
Unvested balances at beginning of period (in shares) | 1,603,023 | 1,603,023 |
Granted (in shares) | 1,850,357 | |
Vested (in shares) | 0 | (1,189,806) |
Forfeited (in shares) | (404,727) | |
Unvested balances at end of period (in shares) | 1,858,847 | |
Weighted-Average Grant Date Fair Value | ||
Unvested balances at beginning of period (in dollars per share) | $ 21.33 | $ 21.33 |
Granted (in dollars per share) | 7.66 | |
Vested (in dollars per share) | 17.72 | |
Forfeited (in dollars per share) | 22.60 | |
Unvested balances at end of period (in dollars per share) | $ 9.76 |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Valuation Assumptions (Details) - Performance restricted stock units - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 55.50% | 49.50% |
Risk-free interest rate | 4.40% | 0.70% |
Remaining performance period (in years) | 2 years 10 months 9 days | 1 year 5 months 15 days |
Dividend yield | $ 0 | $ 0 |
Stockholders' Equity - Schedu_5
Stockholders' Equity - Schedule of Stock Option Activity (Details) - Stock options $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Options Outstanding | |
Options outstanding at beginning of period (in shares) | shares | 154,321 |
Options granted (in shares) | shares | 0 |
Options exercised (in shares) | shares | (3,026) |
Options forfeited (in shares) | shares | |
Options expired (in shares) | shares | (1,381) |
Options outstanding at end of period (in shares) | shares | 149,914 |
Options vested and expected to vest (in shares) | shares | 149,914 |
Options vested and exercisable (in shares) | shares | 149,914 |
Weighted– Average Exercise Price | |
Weighted-average exercise price, beginning of period (in dollars per share) | $ / shares | $ 11.19 |
Weighted-average exercise price, options granted (in dollars per share) | $ / shares | 0 |
Weighted-average exercise price, options exercised (in dollars per share) | $ / shares | 1.78 |
Weighted-average exercise price, options forfeited (in dollars per share) | $ / shares | |
Weighted-average exercise price, options expired (in dollars per share) | $ / shares | 4.42 |
Weighted-average exercise price, end of period (in dollars per share) | $ / shares | 11.44 |
Weighted-average exercise price, options vested and expected to vest (in dollars per share) | $ / shares | 11.44 |
Weighted-average exercise price, options vested and exercisable (in dollars per share) | $ / shares | $ 11.44 |
Weighted-average remaining contractual life (in years) | 2 years 4 months 17 days |
Weighted-average remaining contractual life, options vested and expected to vest (in years) | 2 years 4 months 20 days |
Weighted-average remaining contractual life, options vested and exercisable (in years) | 2 years 4 months 17 days |
Aggregate intrinsic value of options outstanding | $ | $ 0 |
Aggregate intrinsic value of option vested and expected to vest | $ | 0 |
Aggregate intrinsic value of options vested and exercisable | $ | $ 0 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Capitalized Contract Cost [Line Items] | ||
Unbilled receivables | $ 2,701 | $ 5,313 |
Commissions capitalized in excess of amortization of deferred commissions | (1,800) | |
Remaining performance obligation | $ 268,600 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Capitalized Contract Cost [Line Items] | ||
Remaining performance obligation, percent | 68% | |
Remaining performance obligation, timing | 12 months | |
Subscription and support | ||
Capitalized Contract Cost [Line Items] | ||
Contract with customer, liability, revenue recognized | $ 102,300 | |
Professional services | ||
Capitalized Contract Cost [Line Items] | ||
Contract with customer, liability, revenue recognized | $ 3,700 | |
Deferred Commissions For New Customer Contracts | ||
Capitalized Contract Cost [Line Items] | ||
Deferred commissions, amortization period | 6 years | |
Deferred Commissions Related To Renewals | ||
Capitalized Contract Cost [Line Items] | ||
Deferred commissions, amortization period | 18 months |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Deferred Commissions (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Capitalized Contract Costs [Roll Forward] | |
Deferred commissions balance at December 31, 2022 | $ 24,755 |
Capitalized deferred commissions | 11,350 |
Amortization of deferred commissions | (13,108) |
Deferred commissions balance at December 31, 2023 | $ 22,997 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 297,852 | $ 317,303 | $ 302,016 |
Subscription and support | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 281,554 | 297,887 | 287,621 |
Subscription and support | United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 201,252 | 211,440 | 205,882 |
Subscription and support | United Kingdom | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 37,004 | 41,728 | 45,673 |
Subscription and support | Canada | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 13,644 | 17,304 | 13,870 |
Subscription and support | Other International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 29,654 | 27,415 | 22,196 |
Perpetual license | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 6,077 | 6,948 | 2,150 |
Perpetual license | United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 2,654 | 3,284 | 1,840 |
Perpetual license | United Kingdom | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 589 | 425 | 11 |
Perpetual license | Canada | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 199 | 264 | 109 |
Perpetual license | Other International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 2,635 | 2,975 | 190 |
Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 10,221 | 12,468 | 12,245 |
Professional services | United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 5,961 | 6,871 | 8,104 |
Professional services | United Kingdom | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,318 | 2,269 | 2,666 |
Professional services | Canada | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 827 | 947 | 410 |
Professional services | Other International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 2,115 | $ 2,381 | $ 1,065 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) plan | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Retirement Benefits [Abstract] | |||
Number of voluntary defined contribution plans | plan | 1 | ||
Contributions to the 401(k) plans | $ | $ 0 | $ 0 | $ 0 |
Segment and Geographic Inform_3
Segment and Geographic Information - Schedule of Revenues and Long Lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 1,932 | $ 1,830 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 713 | 879 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 152 | 252 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 680 | 390 |
Other International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 387 | $ 309 |