UPLAND SOFTWARE, INC., 10-K filed on 3/12/2025
Annual Report
v3.25.0.1
Cover - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Mar. 07, 2025
Jun. 28, 2024
Entity Listings [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2024    
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     $ 60.2
Entity Common Stock, Shares Outstanding   28,168,267  
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 2025 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 2024    
Document Fiscal Period Focus FY    
Amendment Flag false    
Common Stock      
Entity Listings [Line Items]      
Title of 12(b) Security Common Stock, par value $0.0001 per share    
Trading Symbol UPLD    
Security Exchange Name NASDAQ    
Preferred Stock Purchase Rights      
Entity Listings [Line Items]      
Title of 12(b) Security Preferred Stock Purchase Rights    
No Trading Symbol Flag true    
Security Exchange Name NASDAQ    
v3.25.0.1
Audit Information
 12 Months Ended
Dec. 31, 2024
Audit Information [Abstract]  
Auditor Name Ernst & Young LLP
Auditor Location Austin, Texas
Auditor Firm ID 42
v3.25.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 56,426 $ 236,559
Restricted cash 626 0
Accounts receivable, net of allowance for credit losses 38,647 38,765
Deferred commissions, current 8,361 10,429
Unbilled receivables 3,441 2,701
Income tax receivable, current 762 3,775
Prepaid expenses and other current assets 10,129 8,004
Total current assets 118,392 300,233
Tax credits receivable 951 1,657
Property and equipment, net 1,518 1,932
Operating lease right-of-use asset 1,364 2,929
Intangible assets, net 123,903 182,349
Goodwill 260,976 353,778
Deferred commissions, noncurrent 12,147 12,568
Interest rate swap assets 9,742 14,270
Other assets 529 308
Total assets 529,522 870,024
Current liabilities:    
Accounts payable 9,388 8,137
Accrued compensation 6,226 7,174
Accrued expenses and other current liabilities 6,876 7,050
Deferred revenue 93,706 102,763
Operating lease liabilities, current 1,000 2,351
Current maturities of notes payable (includes unamortized discount of $2,176 and $2,228 at December 31, 2024 and December 31, 2023, respectively) 3,224 3,172
Total current liabilities 120,420 130,647
Notes payable, less current maturities (includes unamortized discount of $1,280 and $3,148 at December 31, 2024 and December 31, 2023, respectively) 286,970 473,502
Deferred revenue, noncurrent 4,670 3,860
Operating lease liabilities, noncurrent 762 1,597
Noncurrent deferred tax liability, net 11,347 16,025
Other long-term liabilities 428 461
Total liabilities 424,597 626,092
Mezzanine Equity:    
Series A Convertible Preferred stock, 0.0001 par value; 5,000,000 shares authorized: 115,000 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 123,230 117,638
Stockholders’ equity:    
Common stock, $0.0001 par value; $75,000,000 shares authorized as of December 31, 2024 and December 31, 2023, respectively; $28,168,267 and $29,908,407 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 3 3
Additional paid-in capital 605,286 608,995
Accumulated other comprehensive (loss) income (21,990) 6,168
Accumulated deficit (601,604) (488,872)
Total stockholders’ (deficit) equity (18,305) 126,294
Total liabilities, convertible preferred stock and stockholders’ (deficit) equity $ 529,522 $ 870,024
v3.25.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Unamortized discount, current $ 2,176 $ 2,228
Unamortized discount, noncurrent $ 1,280 $ 3,148
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 75,000,000
Common stock issued (in shares) 28,168,267 29,908,407
Common stock outstanding (in shares) 28,168,267 29,908,407
v3.25.0.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Total revenue $ 274,794 $ 297,852 $ 317,303
Total cost of revenue 81,092 96,361 103,741
Gross profit 193,702 201,491 213,562
Operating expenses:      
Sales and marketing 66,301 64,342 59,416
Research and development 47,365 49,375 46,187
General and administrative 49,463 61,264 70,462
Depreciation and amortization 45,622 58,614 43,669
Acquisition-related expenses 19 3,060 21,556
Impairment of goodwill 87,227 128,755 12,500
Total operating expenses 295,997 365,410 253,790
Loss from operations (102,295) (163,919) (40,228)
Other expense:      
Interest expense, net (8,939) (18,684) (29,145)
Other income (expense), net 1,142 236 (781)
Total other expense (7,797) (18,448) (29,926)
Loss before benefit from (provision for) income taxes (110,092) (182,367) (70,154)
Benefit from (provision for) income taxes (2,640) 2,493 1,741
Net loss (112,732) (179,874) (68,413)
Preferred stock dividends (5,592) (5,347) (1,846)
Net loss attributable to common stockholders, basic (118,324) (185,221) (70,259)
Net loss attributable to common stockholders, diluted $ (118,324) $ (185,221) $ (70,259)
Net loss per common share:      
Net loss per common share, basic (in dollars per share) $ (4.26) $ (5.77) $ (2.23)
Net loss per common share, diluted (in dollars per share) $ (4.26) $ (5.77) $ (2.23)
Weighted-average common shares outstanding, basic (in shares) 27,789,248 32,074,906 31,528,881
Weighted-average common shares outstanding, diluted (in shares) 27,789,248 32,074,906 31,528,881
Total product revenue      
Total revenue $ 266,522 $ 287,631 $ 304,835
Subscription and support      
Total revenue 260,685 281,554 297,887
Total cost of revenue 76,037 88,894 93,948
Perpetual license      
Total revenue 5,837 6,077 6,948
Professional services      
Total revenue 8,272 10,221 12,468
Total cost of revenue $ 5,055 $ 7,467 $ 9,793
v3.25.0.1
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Statement of Comprehensive Income [Abstract]      
Net loss $ (112,732) $ (179,874) $ (68,413)
Other comprehensive income (loss):      
Foreign currency gain (loss) translation adjustment (6,225) 2,685 (16,975)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries (3,147) 4,096 (9,978)
Interest rate swaps (18,786) (11,723) 49,577
Other comprehensive income (loss): (28,158) (4,942) 22,624
Comprehensive loss $ (140,890) $ (184,816) $ (45,789)
v3.25.0.1
Consolidated Statements of Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Total accumulated other comprehensive income (loss)
Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021 0        
Beginning balance at Dec. 31, 2021 $ 0        
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        
Beginning balance (in shares) at Dec. 31, 2021   31,096,548      
Beginning balance at Dec. 31, 2021 316,288 $ 3 $ 568,384 $ (11,514) $ (240,585)
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 foreign currency denominated intercompany loans (9,978)     (9,978)  
Unrealized translation gain on intercompany loans with foreign subsidiaries (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      
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 gain on intercompany loans with foreign subsidiaries 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)
Increase (Decrease) in Temporary Equity [Roll Forward]          
Dividends accrued - Convertible Preferred Stock $ 5,592        
Ending balance (in shares) at Dec. 31, 2024 115,000        
Ending balance at Dec. 31, 2024 $ 123,230        
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Dividends accrued - Convertible Preferred Stock (5,592)   (5,592)    
Issuance of stock under Company plans, net of shares withheld for tax (in shares)   1,468,565      
Issuance of stock under Company plans, net of shares withheld for tax (2,591)   (2,591)    
Stock repurchases and retirements (in shares)   (3,208,705)      
Stock repurchases and retirements (10,796)   (10,796)    
Stock-based compensation 15,270   15,270    
Foreign currency translation adjustment (6,225)     (6,225)  
Unrealized translation loss on foreign currency denominated intercompany loans (3,147)     (3,147)  
Unrealized translation gain on intercompany loans with foreign subsidiaries (3,147)        
Interest rate swaps (18,786)     (18,786)  
Net loss $ (112,732)       (112,732)
Ending balance (in shares) at Dec. 31, 2024 28,168,267 28,168,267      
Ending balance at Dec. 31, 2024 $ (18,305) $ 3 $ 605,286 $ (21,990) $ (601,604)
v3.25.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Operating activities      
Net loss $ (112,732) $ (179,874) $ (68,413)
Adjustments to reconcile net loss to net cash provided by operating activities:      
Depreciation and amortization 54,986 71,985 56,146
Change in fair value of liabilities due to sellers of businesses 0 0 (75)
Deferred income taxes (3,658) (4,209) (7,075)
Amortization of deferred costs 12,150 13,170 12,198
Foreign currency re-measurement loss (999) (538) (12)
Non-cash interest, net and other income, net (11,978) (2,976) 2,256
Non-cash stock-based compensation expense 15,270 22,874 41,602
Non-cash loss on impairment of goodwill 87,227 128,755 12,500
Non-cash loss on retirement of fixed assets 17 47 79
Changes in operating assets and liabilities, net of purchase business combinations:      
Accounts receivable (328) 8,916 9,691
Prepaid expenses and other current assets 74 (471) 10,070
Interest rate swaps and other assets (10,089) 10,866 (12,811)
Accounts payable 1,344 (6,896) (7,175)
Accrued expenses and other liabilities (556) (6,188) (14,013)
Deferred revenue (6,489) (5,518) (4,989)
Net cash provided by operating activities 24,239 49,943 29,979
Investing activities      
Purchase of property and equipment (882) (1,220) (866)
Purchase business combinations, net of cash acquired 0 0 (62,356)
Net cash used in investing activities (882) (1,220) (63,222)
Financing activities      
Payments of debt costs (358) (221) (203)
Payments on notes payable (188,400) (40,400) (5,400)
Stock repurchases and retirement (10,958) (14,060) 0
Issuance of Series A Convertible Preferred stock, net of issuance costs 0 0 110,445
Taxes paid related to net share settlement of equity awards (2,591) (1,091) (1,576)
Issuance of common stock, net of issuance costs 0 5 191
Additional consideration paid to sellers of businesses 0 (5,617) (9,306)
Net cash used in financing activities (202,307) (61,384) 94,151
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash (557) 567 (1,413)
Change in cash, cash equivalents and restricted cash (179,507) (12,094) 59,495
Cash, cash equivalents and restricted cash, beginning of period 236,559 248,653 189,158
Cash, cash equivalents and restricted cash, end of period 57,052 236,559 248,653
Supplemental disclosures of cash flow information:      
Cash paid for interest, net of interest rate swaps 28,900 32,137 29,120
Cash paid for taxes 2,015 7,106 3,876
Non-cash investing and financing activities:      
Business combination consideration including holdbacks and earnouts $ 0 $ 0 $ 8,126
v3.25.0.1
Organization and Nature of Operations
 12 Months Ended
Dec. 31, 2024
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,enables global businesses to work smarter with over 20 proven cloud software products that increase revenue, reduce costs, and deliver immediate value. Upland's AI-powered solutions cover knowledge management, content lifecycle and workflow automation, and digital marketing.. Upland’s powerful cloud products are trusted by more than 10,000 customers ranging from large global corporations and various government agencies to small and medium-sized businesses. The Company's customers operate in a wide variety of industries, including financial services, consulting services, technology, manufacturing, media, telecommunications, government, insurance, non-profit, healthcare, life sciences, retail, and hospitality.
Through a series of acquisitions and integrations, the Company has established a library of diverse software applications under the Upland brand that address specific digital transformation needs. In addition to its strategy to increase core organic growth, Upland may pursue acquisitions within its cloud offerings of complementary technologies and businesses.
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2024
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, 2023.
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 March 12, 2025, 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.
Restricted Cash
The Company is required to maintain a letter of credit as collateral during the term of an operating lease for office space. As of December 31, 2024, we had $0.6 million of restricted cash deposited in a restricted account as collateral for the letter of credit. The Company had no restricted cash as of December 31, 2023.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands):
As of December 31,
20242023
Cash and cash equivalents$56,426 $236,559 
Restricted cash626 — 
Total cash, cash equivalents and restricted cash$57,052 $236,559 
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,
202420232022
Balance at beginning of year$572 $1,158 $1,107 
Provision for credit losses309 (569)556 
Writeoffs, net of recoveries and other(435)(17)(505)
Balance at end of year$446 $572 $1,158 
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, 2024, 2023 or 2022.
Property and Equipment
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
3 - 5 years
Purchased software and licenses
3 - 5 years
Furniture and fixtures7 years
Leasehold improvementsLesser of estimated useful life or lease term
Business Combinations
We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for our acquisitions which requires the acquisition purchase price to be allocated
to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill.
Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to Acquisition-related expenses on our consolidated statement of operations.
Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology and trade names are valued using the relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset.
The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions. Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. Contingent consideration typically includes earnout payments payable within 6 to 18 months of the date of acquisition based on attainment of certain performance goals. Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted, if necessary. Holdback and contingent consideration liabilities are recorded in Liabilities due to sellers of businesses on our consolidated balance sheet based on their estimated fair values. The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments. Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability. In the event a holdback is reduced subsequent to the finalization of purchase accounting, the reduction is recorded as a gain in Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability.
Goodwill Intangible Assets and Impairment Assessments
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. We assess Goodwill for impairment annually on October 1st, or more frequently when events or circumstances occur which could cause the Carrying Value (or GAAP basis book value) of our Company to exceed the estimated fair value of our Company.
As we operate as one reporting unit, the Goodwill impairment evaluation is performed at the consolidated entity level by comparing the estimated fair value of the Company to its Carrying Value. We first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its Carrying Value. Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its Carrying Value, then we perform a quantitative analysis using a fair-value-based approach to determine if the fair value of our reporting unit is less than its Carrying Value. See “Note 5. Goodwill and Other Intangible Assets” for more information regarding our historical 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 of long-lived assets were identified during the years ended December 31, 2024, 2023 or 2022.
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, 2024, 2023 or 2022, 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, 2024 and 2023, 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 2024 and 2023, 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 variable rate 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 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. Prior to August 2024, the Company had determined the interest rate swaps qualified for designation as cash flow hedges and recorded the changes in their fair value on our consolidated statements of comprehensive loss. In August 2024, in conjunction with the prepayment of a portion of the Company’s debt, the Company de-designated its interest rate swaps and as a result, under the accounting guidance, changes in the fair value of the interest rate swaps after that date are recorded in interest expense, net in the consolidated statements of operations.
Amounts deferred on interest rate swaps in our consolidated statements of comprehensive loss 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 the interest rate swaps 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. Mezzanine Equity —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 $123.2 million as of December 31, 2024 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. Mezzanine Equity —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 $2.3 million, $2.0 million and $0.8 million for the years ended December 31, 2024, 2023 or 2022, 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 payment over the lease term at commencement date. The lease ROU asset includes any initial direct costs incurred and is reduced for any tenant incentives. 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. The Company does not record short term leases with an initial lease term of one year or less on the consolidated balance sheets. 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.
Stock-Based Compensation
The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in 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 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.
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 requisite 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.
We record forfeitures as they occur.
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 designated as cash flow hedges. 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, 2024, 2023 or 2022.
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, 2024, 2023 and 2022, net gains of $1.1 million, $0.3 million and a net loss of $1.0 million, 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, 2024, 2023 and 2022, a translation loss of $3.1 million, a translation gain of
$4.1 million, and a translation loss $10.0 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 November 2023, the Financial Standards Accounting Board (“FASB”) issued accounting standards update (“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 adopted this ASU for the Annual Report for the year ended December 31, 2024 and there was no material impact on its financial statements.
Recently issued accounting pronouncements - Not Adopted
In November 2024, the FASB, issued ASU 2024-04, Debt-Debt with Conversions and Other Options. ASU 2024-04 is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures.
In November 2024, the FASB, issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. ASU 2024-03 is intended to improve disclosures about a public business entity’s expense and provide more detailed information to investors about the types of expenses in commonly presented expense captions. This ASU is effective for public companies with annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effects of adoption of this guidance will have on its consolidated financial statements.
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.
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Acquisitions
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [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.
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.
Consideration
The following table summarizes the consideration transferred for the acquisitions described above (in thousands):
BA InsightObjectif Lune
Cash$33,355 $29,750 
Holdback(1)
645 5,250 
Working capital and other adjustments
1,587 644 
Total consideration$35,587 $35,644 
(1)Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Objectif Lune, and 15 months following closing for BA Insight. As of December 31, 2024, all of the holdbacks had been paid.
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 (in thousands):
Final
BA InsightObjectif Lune
Year Acquired20222022
Cash$4 $745 
Accounts receivable2,466 5,677 
Other current assets4,080 7,183 
Operating lease right-of-use asset110 1,905 
Property and equipment3 248 
Customer relationships10,500 17,717 
Trade name150 362 
Technology2,000 5,512 
Favorable leases— 291 
Goodwill25,495 23,797 
Other assets25 744 
Total assets acquired
44,833 64,181 
Accounts payable(236)(2,001)
Accrued expense and other(4,083)(9,431)
Deferred tax liabilities— (6,353)
Deferred revenue(4,817)(8,847)
Operating lease liabilities(110)(1,905)
Total liabilities assumed
(9,246)(28,537)
Total consideration$35,587 $35,644 
The Company uses third party valuation consultants to determine the fair values of assets acquired and liabilities assumed. Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method. Developed technology and trade names are valued using the relief-from-royalty method.
The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the year ended December 31, 2022 (in years):
Customer relationships7.0
Trade name2.0
Developed technology6.2
Favorable Leases6.3
Total weighted-average useful life6.8
During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to management’s estimates and assumptions.
The $49.3 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 $4.6 million.
Total transaction costs incurred with respect to acquisition activity in the years ended December 31, 2024, 2023 and 2022 were nil, nil and $4.6 million, respectively. These costs are included in Acquisition-related expenses on our consolidated statement of operations.
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Fair Value Measurements
 12 Months Ended
Dec. 31, 2024
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, 2024
 Level 1Level 2Level 3Total
Assets:
Cash equivalents - money market funds$40,428 $— $— $40,428 
Interest rate swaps$— $9,742 $— $9,742 
Total$40,428 $9,742 $— $50,170 
 Fair Value Measurements at December 31, 2023
 Level 1Level 2Level 3Total
Assets:
Cash equivalents - money market funds$211,661 $— $— $211,661 
Interest rate swaps— 14,270 — 14,270 
Total$211,661 $14,270 $— $225,931 
The Company’s cash equivalents - money market funds are measured at fair value using quoted market prices and active markets, therefore are categorized as Level 1.
In connection with entering into, and expanding, the Company's credit facility, as discussed further in “Note 7. Debt”, the Company entered into interest rate swaps. The fair value of these swaps are measured at the end of each interim reporting period based on the then assessed fair value and adjusted if necessary. As the fair value measure is based on the market approach, they are categorized as Level 2. As of December 31, 2024, the fair value of the interest rate swaps is included in the “Interest rate swap assets” on the Company's consolidated balance sheets.
The Company’s other financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, and long–term debt. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The Company believes the carrying value of its long-term debt at December 31, 2024 approximates its fair value based on its variable interest rate feature and interest rates currently available to the Company. The estimated fair value and carrying value of the Company's debt, before debt discount, at December 31, 2024 and December 31, 2023 are $293.7 million and $482.1 million, respectively, based on valuation methodologies using interest rates currently available to the Company which are Level 2 inputs.
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Goodwill and Other Intangible Assets
 12 Months Ended
Dec. 31, 2024
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, 2024 are summarized in the table below (in thousands):
Balance at December 31, 2022$477,043 
Adjustment related to finalization of business combinations415 
Impairment of goodwill
(128,755)
Foreign currency translation adjustment5,075 
Balance at December 31, 2023$353,778 
Impairment of goodwill
(87,227)
Foreign currency translation adjustment(5,575)
Balance at December 31, 2024$260,976 
We review goodwill for impairment annually in the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate that the carrying value of goodwill might not be recoverable.
As a result of the decline of our stock price impacting our market capitalization during the quarters ended March 31, 2024, March 31, 2023 and December 31, 2022, we performed quantitative impairment evaluations, which resulted in goodwill impairments of $87.2 million, $128.8 million and $12.5 million during the quarters ended March 31, 2024, 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.
Intangible assets, net, include the estimated acquisition-date fair values of customer relationships, marketing-related assets and developed technology that the Company recorded as part of its business acquisitions purchases and from acquisitions of customer relationships. The following is a summary of the Company’s Intangible assets, net (in thousands):
Estimated Useful
Life (Years)		Gross
Carrying Amount		Accumulated
Amortization		Net Carrying
Amount
December 31, 2024
Customer relationships
1-10
$348,524 $239,563 $108,961 
Trade name
1.5-10
9,329 7,949 1,380 
Developed technology
4-9
85,558 72,132 13,426 
Favorable leases
6.3
$258 $122 $136 
Total intangible assets$443,669 $319,766 $123,903 
Estimated Useful
Life (Years)		Gross
Carrying Amount		Accumulated
Amortization		Net Carrying
Amount
December 31, 2023
Customer relationships
1-10
$378,923 $222,436 $156,487 
Trade name
1.5-10
10,012 7,862 2,150 
Developed technology
4-9
94,103 70,582 23,521 
Favorable leases6.3280 89 191 
Total intangible assets$483,318 $300,969 $182,349 
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 $53.8 million, $70.6 million, and $54.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.
No impairment of intangible assets were recorded during the years ended December 31, 2024, 2023 and 2022.
As of December 31, 2024, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands):
Year ending December 31:Amortization
Expense
2025$38,002 
202635,877 
202726,999 
202817,620 
20295,405 
Thereafter— 
Total$123,903 
v3.25.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes
6. Income Taxes
The Company's loss from continuing operations before income taxes was as follows (in thousands):
Year Ended December 31,
202420232022
Loss before provision for income taxes:
United States$(76,081)$(117,208)$(40,818)
Foreign(34,011)(65,159)(29,336)
$(110,092)$(182,367)$(70,154)
The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands):
Year Ended December 31,
202420232022
Current
Federal$126 $— $— 
State1,216 901 971 
Foreign4,922 1,613 4,776 
Total Current$6,264 $2,514 $5,747 
Deferred
Federal$87 $(468)$84 
State(876)(771)1,062 
Foreign(2,835)(3,768)(8,634)
Total Deferred(3,624)(5,007)(7,488)
(Benefit from) provision for income taxes$2,640 $(2,493)$(1,741)
As of December 31, 2024 the Company had total net operating loss carryforwards of approximately $244.5 million consisting of $200.6 million and $43.9 million related to the U.S federal and foreign net operating loss carryforwards, respectively. $138.8 million of the U.S. federal net operating loss carryforwards are related to years prior to 2018 and begin to expire in 2025. The remaining $61.9 million carryforward indefinitely. In addition, $43.9 million of foreign net operating loss carryforwards carry forward indefinitely, and the remainder will expire beginning in 2041. 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 $4.1 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,
202420232022
Deferred tax assets:
Accrued expenses and allowances$722 $583 $1,640 
Deferred revenue794 571 608 
Stock compensation512 489 612 
Net operating loss and tax credit carryforwards27,683 40,222 52,149 
Disallowed interest expense carryforwards19,482 17,670 17,181 
Capital expenses346 66 295 
Tax credit carryforwards216 — 348 
Lease liability453 960 2,139 
Research and development expenses19,402 13,247 6,243 
Other550 410 461 
Valuation allowance (50,385)(41,259)(20,482)
Net deferred tax assets$19,775 $32,959 $61,194 
Deferred tax liabilities:
Prepaid expenses$(142)$— $(161)
Intangible assets(23,409)(36,342)(54,153)
Goodwill(195)(2,850)(7,382)
Tax credit carryforwards— (15)— 
Right of use asset(326)(670)(1,504)
Unrealized gains(2,143)(4,049)(10,705)
Deferred commissions(4,562)(5,003)(5,705)
Net deferred tax liabilities$(30,777)$(48,929)$(79,610)
Net deferred taxes$(11,002)$(15,970)$(18,416)
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. During the year ended December 31, 2024, the valuation allowance increased by $9.1 million and during the year ended December 31, 2023 the valuation allowance increased by $20.8 million. The valuation allowance for the year ended December 31, 2024 increased $10.1 million related primarily to current U.S., U.K. and Australia operations, which have current year losses. This increase was offset by a decrease of $1.0 million due to the tax effect of items recorded in other comprehensive income . The valuation allowance for the year ended December 31, 2023 decreased by $20.8 million due to the tax effect of $7.1 million of items recorded in other comprehensive income with the remaining increase of approximately $13.7 million related primarily to current operations.
At December 31, 2024, 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,
 202420232022
Federal statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal benefit(0.8)%1.1 %(0.2)%
Tax credits— %— %0.6 %
Effect of foreign operations(1.6)%(0.4)%0.1 %
Stock compensation(1.5)%(2.2)%(9.5)%
Global intangible low-taxed income (2.6)%(1.3)%— %
U.K. intercompany dividend 2.5 %— %— %
Disallowed excess executive compensation (0.7)%— %(0.6)%
Goodwill impairment(12.8)%(12.5)%(3.6)%
Permanent items and other(0.9)%1.0 %(0.5)%
Change in valuation allowance(5.0)%(5.9)%(6.9)%
Change in tax rates— %0.6 %2.1 %
(2.4)%1.4 %2.5 %
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, 2024. 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.
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2024, 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, 2020 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2019  US operating losses generated in years prior to 2020 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized.
v3.25.0.1
Debt
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt
7. Debt
Long-term debt consisted of the following at December 31, 2024 and December 31, 2023 (in thousands):
December 31,
20242023
Senior secured loans (includes unamortized discount of $3,456 and $5,376 based on an imputed interest rate of 6.6% and 7.6%, at December 31, 2024 and December 31, 2023, respectively)
$290,194 $476,674 
Less current maturities(3,224)(3,172)
Total long-term debt$286,970 $473,502 
Credit Facility
In 2019, the Company entered into a credit agreement (the “Credit Facility”) which provided for (i) fully-drawn, 7 year, senior secured term loans for $350 million and $190 million maturing August 6, 2026 (the “Term Loans”) and (ii) a $60 million, 5 year, revolving credit facility (the “Revolver”) which matured August 6, 2024.
Payment terms
The Term Loans are repayable on a quarterly basis 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.
At the option of the Company, the Term Loans accrue interest at a per annum rate based on (i) the Base Rate (as defined below) plus a margin of 2.75% or (ii) the Term SOFR Reference Rate plus the Term SOFR Adjustment (not less than 0.00%) published by CME Group Benchmark Administration Limited (CBA), 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 (iii) the Federal Funds Effective Rate for a one month interest period beginning on such day plus 1.00%. 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. At December 31, 2024, the floating interest rate was 8.2%.
On August 15, 2024, the Company prepaid $175.0 million of the Term Loans and from September 30, 2024 through December 31, 2024, the Company prepaid an additional $8.0 million in principal payments. On August 31, 2023, the Company prepaid $35.0 million of the Term Loans.
Revolver
The Revolver matured August 6, 2024. Loans under the Revolver could be borrowed, repaid and reborrowed until maturity, at which time all amounts borrowed under the Revolver must be repaid. No amounts were drawn on the Revolver at the time of its maturity.
Covenants
The Credit Facility contains customary affirmative and negative covenants. The Term Loan and Revolver are secured by substantially all of the Company's assets.
As of December 31, 2024 the Company was in compliance with all covenants under the Credit Facility.
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 original principal Term Loans from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the term of debt.
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. At that time, a $20.5 million gain was recorded in accumulated other comprehensive income related to the notional amount sold. That gain 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.
In August 2024, the Company prepaid $175.0 million of the Term Loans resulting in the release of $9.0 million of the deferred gain to interest expense, net and from September 30, 2024 through December 31, 2024, the Company prepaid an additional $8.0 million in principal payments resulting in the additional release of $0.4 million of the deferred gain to interest expense, net. In August 2023, the Company prepaid $35.0 million of the Term Loans. As a result of this prepayments, $2.8 million of the deferred gain in accumulated comprehensive income was released immediately into earnings as interest expense, net in 2023.
In August 2024, the Company de-designated all of the interest rate swaps in conjunction with the August 2024 debt prepayment. The amount remaining in accumulated other comprehensive loss at the de-designation date was $11.4 million and is being amortized to interest expense, net over the effective period of the original interest rate swap agreements. Subsequent to the de-designation, changes in the fair value of the interest rate swaps are recorded to interest expense, net. Net change in fair value of the interest rate swaps recognized in interest expense, net for the year ended December 31, 2024 was expense of $1.6 million.
Amounts reported in accumulated other comprehensive loss related to the Company's derivatives are reclassified to interest expense, net as interest is accrued on the Company’s variable-rate debt or prepayments on the Term Loans are made. The impact of the Company’s derivative financial instruments on its consolidated statements of comprehensive loss was as follows (in thousands):
Year Ended December 31
202420232022
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps$(2,918)$(6,434)$49,577 
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net(15,868)(5,289)— 
Total Other comprehensive income (loss) on interest rate swaps
$(18,786)$(11,723)$49,577 
In the next twelve months, assuming no additional prepayments, the Company estimates that $6.3 million will be reclassified from Accumulated other comprehensive income (loss) to Interest expense, net on our consolidated statement of operations.
Cash interest costs averaged 6.6%, 7.2%, and 5.4% for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, the Company had $3.5 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.
Debt Maturities
Under the terms of the Credit Facility, future debt maturities of long-term debt excluding debt discounts at December 31, 2024 are as follows (in thousands):        
Year ending December 31:Amount
2025$5,400 
2026288,250 
Total debt outstanding$293,650 
Less unamortized discount3,456 
Total debt outstanding, net of discount$290,194 
v3.25.0.1
Net Loss Per Share
 12 Months Ended
Dec. 31, 2024
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)202420232022
Numerators:
Net loss
$(112,732)$(179,874)$(68,413)
Preferred stock dividends and accretion(5,592)(5,347)(1,846)
Net loss attributable to common stockholders$(118,324)$(185,221)$(70,259)
Denominator:
Weighted–average common shares outstanding, basic and diluted27,789,248 32,074,906 31,528,881 
Net loss per common share, basic and diluted
$(4.26)$(5.77)$(2.23)
Due to the net losses incurred for the years ended December 31, 2024, 2023 and 2022, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. 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,
 202420232022
Stock options103,561 149,914 154,321 
Restricted stock units2,177,132 1,758,847 1,509,273 
Performance restricted stock units100,000 100,000 93,750 
Series A Preferred Stock on an as-converted basis(1)
7,302,047 6,982,493 6,676,923 
Total anti–dilutive common share equivalents9,682,740 8,991,254 8,434,267 
(1) Per ASU 2020-06, the Company is applying the if-converted method to calculated diluted earnings per share. As of December 31, 2024, the Series A Preferred Stock plus accumulated dividends totaled $127.8 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “Note 12. Mezzanine Equity —Series A Convertible Preferred Stock”
v3.25.0.1
Leases
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Leases
9. Leases
Operating Leases
The Company currently 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.
Lease Expense
Total office rent expense for the years ended December 31, 2024, 2023 and 2022 were approximately $1.4 million, $1.4 million and $2.5 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 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, 2024, 2023 and 2022, the Company recognized rental income on subleases, as offsets to rental expense, of $0.8 million, $1.8 million and $1.4 million, respectively. Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $0.5 million related to these subleases as of December 31, 2024.
The components of lease expense were as follows (in thousands):
 Year Ended December 31,
20242023
Operating lease cost$2,195 3,243 
Sublease income(797)(1,762)
Total lease expense$1,398 1,481 
Other information about lease amounts recognized on our consolidated financial statements is summarized as follows:
 Year Ended December 31,
20242023
Cash paid for amounts included in the measurement of lease liabilities (in thousands):
Operating cash flows from operating leases
$2,483 $3,908 
Right-of-use assets obtained in exchange for lease obligations (in thousands):
Operating leases
$212 $653 
Weighted average remaining lease term (in years):
Operating leases
1.92.2
Weighted average discount rate
Operating leases
6.2%6.2%
As of December 31, 2024, the Company no longer had any finance lease agreements. Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):
Operating
Leases
2025$1,130 
2026564 
2027120 
202850 
202912 
Thereafter— 
Total minimum lease payments1,876 
Less amount representing interest(114)
Present value of lease liabilities$1,762 
Operating lease liabilities, current1,000 
Operating lease liabilities, noncurrent762 
Total lease liabilities$1,762 
Subsequent to December 31, 2024, the Company entered into an operating lease for its new corporate offices in Austin, Texas. The Company’s existing lease agreement for its corporate office space expires in June 2025. The new lease term begins in July 2025 and expires in January 2033 with an option to renew the lease for an additional three years. Total commitments under this lease are approximately $1.8 million, net of lease incentives of $0.6 million.
Leases
9. Leases
Operating Leases
The Company currently 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.
Lease Expense
Total office rent expense for the years ended December 31, 2024, 2023 and 2022 were approximately $1.4 million, $1.4 million and $2.5 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 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, 2024, 2023 and 2022, the Company recognized rental income on subleases, as offsets to rental expense, of $0.8 million, $1.8 million and $1.4 million, respectively. Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $0.5 million related to these subleases as of December 31, 2024.
The components of lease expense were as follows (in thousands):
 Year Ended December 31,
20242023
Operating lease cost$2,195 3,243 
Sublease income(797)(1,762)
Total lease expense$1,398 1,481 
Other information about lease amounts recognized on our consolidated financial statements is summarized as follows:
 Year Ended December 31,
20242023
Cash paid for amounts included in the measurement of lease liabilities (in thousands):
Operating cash flows from operating leases
$2,483 $3,908 
Right-of-use assets obtained in exchange for lease obligations (in thousands):
Operating leases
$212 $653 
Weighted average remaining lease term (in years):
Operating leases
1.92.2
Weighted average discount rate
Operating leases
6.2%6.2%
As of December 31, 2024, the Company no longer had any finance lease agreements. Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):
Operating
Leases
2025$1,130 
2026564 
2027120 
202850 
202912 
Thereafter— 
Total minimum lease payments1,876 
Less amount representing interest(114)
Present value of lease liabilities$1,762 
Operating lease liabilities, current1,000 
Operating lease liabilities, noncurrent762 
Total lease liabilities$1,762 
Subsequent to December 31, 2024, the Company entered into an operating lease for its new corporate offices in Austin, Texas. The Company’s existing lease agreement for its corporate office space expires in June 2025. The new lease term begins in July 2025 and expires in January 2033 with an option to renew the lease for an additional three years. Total commitments under this lease are approximately $1.8 million, net of lease incentives of $0.6 million.
v3.25.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
10. Commitments and Contingencies
Purchase Commitments
The Company has purchase commitments related to hosting services, third-party technology used in the Company's solutions and for other services the Company purchases as part of normal operations. In certain cases these arrangements require a minimum annual purchase commitment.
Future minimum payments for purchase commitments are as follows (in thousands):
YearPurchase Commitments
2025$16,469 
20261,897 
Thereafter1,754 
Total minimum payments$20,120 
Litigation
In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. As of December 31, 2024, 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.
Letter of Credit
In conjunction with a December 2024 operating lease agreement, the Company provided a $0.6 million letter of credit in conformance with the contractual provisions of the lease. The letter of credit expires July 2029. The amount underlying such letter of credit is reflected as restricted cash in the Company's consolidated balance sheets as of December 31, 2024.
v3.25.0.1
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2024
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,
20242023
Equipment$5,399 $5,722 
Furniture and fixtures 221 279 
Leasehold improvements639 836 
Accumulated depreciation(4,741)(4,905)
Property and equipment, net$1,518 $1,932 
Depreciation expense on property and equipment, net was $1.2 million, $1.4 million and $1.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company recorded no impairment of property and equipment during the years ended December 31, 2024, 2023 and 2022. During the years ended December 31, 2024, 2023 and 2022, we recognized $17.0 thousand, $47.0 thousand and $79.0 thousand in losses on disposal of assets related primarily to leasehold improvements associated with the consolidation and integration of prior year acquisitions.
v3.25.0.1
Mezzanine Equity
 12 Months Ended
Dec. 31, 2024
Temporary Equity Disclosure [Abstract]  
Mezzanine Equity
12. Mezzanine Equity
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 $12.8 million as of December 31, 2024.
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, 2024, the Liquidation Preference of the Series A Preferred Stock was $127.8 million.
Optional Redemption
On or after the 7th anniversary of the original issue date of the Series A Preferred Stock, the Company has the right to redeem any outstanding shares of the Series A Preferred Stock for a cash purchase price equal to 105% of the Liquidation Preference plus accrued and unpaid dividends as of the date of redemption.
Deemed Liquidation Event Redemption
Upon a fundamental change, holders of the Series A Preferred Stock have the right to require the Company to repurchase any or all of its Series A Preferred Stock for cash equal to the greater of (1) 105% of the Liquidation Preference plus the present value of the dividend payments the holders would have been entitled to through the fifth anniversary of the issue date and (2) the amount that such Preferred Stock would have been entitled to receive as if converted into common shares immediately prior to the fundamental change.
A fundamental change (“Deemed Liquidation Event”) is defined as either the direct or indirect sale, lease, transfer, conveyance or other disposition of all or substantially all the properties or assets of the Company and its subsidiaries to any third party or the consummation of any transaction, the result of which is that any third party or group of third parties become the beneficial owner of more than 50% of the voting power of the Company.
Voting Rights
The Series A Preferred Stock will vote together with the Common Shares on all matters and not as a separate class (except as specifically provided in the Certificate of Designation or as otherwise required by law) on an as-if-converted basis.
The holders of the Series A Preferred Stock will have the right to elect one member of the Board of Directors for so long as holders of the Series A Preferred Stock own in the aggregate at least 5% of the shares of common stock on a fully diluted basis.
In addition, the holders of the Series A Preferred Stock will have the right to elect one non-voting observer to the Board of Directors for so long as they hold at least 10% of the shares of Convertible Preferred Stock outstanding as of the date of the issue date.
Conversion Feature
The Series A Preferred Stock may be converted, at any time in whole or in part at the option of the holder into a number of shares of common stock equal to the quotient obtained by dividing the sum of the Liquidation Preference plus all accrued and unpaid dividends by the conversion price of $17.50 (the “Conversion Price”). The Conversion Price is subject to adjustment in the following events:
•Stock splits and combinations
•Tender offers or exchange offers
•Distribution of rights, options, or warrants at a price per share that is less than the average of the last reported sale prices per share of Common Stock for the ten consecutive trading days
•Spin-offs and other distributed property
•Issuance of equity-linked securities at a price per share less than the conversion price
Anti-Dilution Provisions
The Series A Preferred Stock has customary anti-dilution provisions for stock splits, stock dividends, mergers, sales of significant assets, and reorganization events and recapitalization transactions or similar events, and weighted average anti-dilution protection, subject to customary exceptions for issuances pursuant to current or future equity-based incentive plans or arrangements (including upon the exercise of employee stock options).
v3.25.0.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2024
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. Mezzanine Equity —Series A Convertible Preferred Stock” for a description of our Series A Preferred Stock, which is the only class of preferred stock outstanding.
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 expired in May 2024 when the Company had 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 $0.2 million is included in total cost of shares repurchases, excluded from average cost per share and excluded from total cash paid during the years ended December 31, 2024 and 2023 as amounts were unpaid at year end.
During the year ended December 31, 2024, the Company repurchased and subsequently retired 3,208,705 shares of Common Stock, for a total of $11.0 million under the Share Repurchase Plan, inclusive of excise tax and other costs directly related to the repurchased shares. As of December 31, 2024, no shares 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.
As of December 31, 2024, the Share Repurchase Plan was complete and no further amounts are available for share repurchases.
Tax Benefit Preservation Plan and Preferred Stock Purchase Rights
Effective June 5, 2024, after approval of the Board and the Companys’ stockholders, the Company entered into the 2024 Tax Benefit Preservation Plan with Broadridge Corporate Issuer Solutions, LLC, as Rights Agent (the “2024 Tax Benefit Preservation Plan”). By adopting the 2024 Tax Benefit Preservation Plan, the Company is seeking to protect its 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 2024 Tax Benefit Preservation 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.
As part of the 2024 Tax Benefit Preservation Plan, the Board declared a dividend of one preferred stock purchase right (a “2024 Right”) for each outstanding share of Common Stock of the Company as of June 15, 2024. 27,030,605 Rights were issued to the holders of record of shares of Common Stock. The description and terms of the 2024 Rights are set forth in the 2024 Tax Benefit Preservation Plan. The 2024 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 2024 Rights. The 2024 Rights are not exercisable until the Distribution Date, as defined in the 2024 Tax Benefit Preservation Plan.
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 $15.25 per one one-thousandth of a share of Series B Preferred (the “Purchase Price”), subject to adjustment as provided in the 2024 Tax Benefit Preservation Plan. 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.
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 $0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the payment made on one share of Common Stock, whichever is greater.
•Will have the same voting power as one share of Common Stock.
•If shares of Common Stock are exchanged as a result of a merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Common Stock.
Accumulated Other Comprehensive Income (Loss)
Comprehensive income (loss) consists of two elements, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) items are recorded in the stockholders’ equity section on our consolidated balance sheets and excluded from net income (loss). Other comprehensive income (loss) consists primarily of foreign currency translation adjustments for subsidiaries with functional currencies other than the USD, unrealized translation gains (losses) on intercompany loans with foreign subsidiaries, and unrealized gains (losses) on interest rate swaps.
The following table shows the ending balance of the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section on our consolidated balance sheets at the dates indicated (in thousands):
December 31,
20242023
Other comprehensive income (loss)
Foreign currency translation adjustment$(26,172)$(19,947)
Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes(6,477)(3,330)
Unrealized gain on interest rate swaps, net of amounts reclassified into interest expense, net9,033 14,270 
Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net
1,626 15,175 
Total accumulated other comprehensive income (loss)$(21,990)$6,168 
The Unrealized translation gains on intercompany loans with foreign subsidiaries as of December 31, 2024 and 2023 are net of unrealized income tax expense of $1.4 million and $1.6 million, respectively. The income tax expense (benefit) allocated to each component of other comprehensive income (loss) for all other periods and components was not material.
Stock-Based Compensation Plans
The Company’s stock-based compensation generally includes awards of restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”). Key employees, officers and directors of the Company and its consultants or advisors are eligible to receive awards.
On June 5, 2024, the Company’s stockholders approved the Upland Software, Inc. 2024 Omnibus Incentive Plan. No further awards will be made under the Upland Software, Inc. 2014 Equity Incentive Plan or the Amended and Restated Upland Software, Inc. 2010 Stock Option Plan (collectively, the “Plans”).
At December 31, 2024, there were 103,561 options outstanding under the Company’s Plans, 2,177,132 restricted stock units and 100,000 performance based restricted stock units outstanding under the Plans. At December 31, 2024, there were 2,725,017 shares of common stock reserved for issuance under the Plans.
Share-based Compensation
The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands):
Year Ended December 31,
202420232022
Cost of revenue$765 $952 $1,984 
Research and development2,095 2,463 2,733 
Sales and marketing1,512 2,059 4,239 
General and administrative 10,898 17,400 32,646 
Total$15,270 $22,874 $41,602 
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”)
Restricted stock units primarily vest over a period of 1 to three years upon the satisfaction of a service-based condition with quarterly vesting.
The total fair value of the RSUs vested during the years ended December 31, 2024, 2023 and 2022 was approximately $4.3 million, $5.0 million and $13.9 million, respectively.
Performance-Based Restricted Stock Units
In 2024, 2023 and 2022, fifty percent of the awards granted to our Chief Executive Officer were PRSUs. The PRSU agreements provide that the quantity of units subject to vesting may range from 0% to 300% of the units granted based on the Company's absolute total shareholder return (“TSR”) at the end of thirty-six month performance periods for the 2024 and 2023 PRSUs and an 18 month performance period for the 2022 PRSUs.
In December 2024, 750,000 of 2024 PRSUs vested when the TSR met the performance criteria. The 2023 PRSU has not vested as of year ended December 31, 2024. The 2022 PRSU resulted in no units granted at the end of their performance period on June 30, 2023. The total fair value of PRSUs vested during the years ended December 31, 2024, 2023 and 2022 was $3.5 million, nil , and nil , respectively.
Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the year ended December 31, 2024 and year ended December 31, 2023 are as follows:
December 31, 2024December 31, 2023
Expected volatility
74.6% - 62.1%
55.5%
Risk-free interest rate
 4.4% - 4.0%
4.4%
Remaining performance period (in years)
  2.73- 3.08
2.86
Dividend yield——
The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities as of the grant date. Expected volatility is based on the historical volatility of the Company’s common stock over the estimated expected life. The Company does not pay a dividend, therefore, the dividend yield is assumed to be zero.
The following table summarizes PRSU and RSU activity during the year ended December 31, 2024 :
Number of UnitsWeighted-Average Grant Date Fair Value
Unvested restricted units outstanding as of December 31, 20231,858,847 $9.76 
Granted2,797,687 3.69 
Vested(2,173,589)6.66 
Forfeited(205,813)8.70 
Unvested restricted units outstanding as of December 31, 20242,277,132 $5.36 
The PRSU and RSU activity table above includes PRSU units granted that are based on a 100% target payout.
As of December 31, 2024, $8.6 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 1.72 years.
Stock Option Activity
Under the Plans, options granted to date generally vest over a three or four year period, with a maximum term of ten years. Stock option activity during the year ended December 31, 2024 is as follows:
Number of
Options
Outstanding		Weighted–
Average
Exercise
Price		Weighted–
Average
Remaining
Contractual Term (in Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023149,914 $11.44 
Options granted— — 
Options exercised— — 
Options forfeited— — 
Options expired(46,353)12.77 
Outstanding at December 31, 2024103,561 $10.77 1.49$— 
Options vested and expected to vest at December 31, 2024103,561 $10.77 1.49$— 
Options vested and exercisable at December 31, 2024103,561 $10.77 1.49$— 
The aggregate intrinsic value of options exercised at December 31, 2024, 2023, and 2022, was approximately nil, nil, and $0.6 million, respectively. All of the Company’s outstanding stock options were fully vested as of December 31, 2019.
As of December 31, 2024, there was no remaining unrecognized compensation cost related to stock options.
v3.25.0.1
Revenue Recognition
 12 Months Ended
Dec. 31, 2024
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, 2024 and 2023 unbilled receivables were $3.4 million and $2.7 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, 2024, 2023 or 2022.
The following table presents the activity impacting deferred commissions for the year ended December 31, 2024 (in thousands):
Deferred Commissions
Deferred commissions balance at December 31, 2023$22,997 
   Capitalized deferred commissions9,662 
   Amortization of deferred commissions(12,151)
Deferred commissions balance at December 31, 2024$20,508 
Amortization of deferred commissions in excess of amounts capitalized for the year ended December 31, 2024 was $2.5 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, 2024, we recognized $98.3 million and $2.3 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, 2024, approximately $240.7 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 70% 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,
202420232022
Revenues:
Subscription and support:
   United States$187,762 $201,252 $211,440 
   United Kingdom33,697 37,004 41,728 
   Canada12,793 13,644 17,304 
   Other International26,433 29,654 27,415 
      Total subscription and support revenue260,685 281,554 297,887 
Perpetual license:
   United States2,959 2,654 3,284 
   United Kingdom310 589 425 
   Canada258 199 264 
   Other International2,310 2,635 2,975 
      Total perpetual license revenue5,837 6,077 6,948 
Professional services:
   United States4,919 5,961 6,871 
   United Kingdom937 1,318 2,269 
   Canada704 827 947 
   Other International1,712 2,115 2,381 
      Total professional service revenue8,272 10,221 12,468 
Total revenue$274,794 $297,852 $317,303 
v3.25.0.1
Employee Benefit Plans
 12 Months Ended
Dec. 31, 2024
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, 2024, 2023 and 2022.
v3.25.0.1
Segment and Geographic Information
 12 Months Ended
Dec. 31, 2024
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 cloud-based software application business that utilizes a singular operating model to deliver a consistently high level of operating performance 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. The key measure of profit or loss utilized by the CODM to assess performance of and allocate resources within the Company’s single operating segment is net loss. This measure is presented on the consolidated statements of operations. Significant segment expenses included in net loss are cost of revenue, sales and marketing expenses, research and development expenses, general and administrative expenses, depreciation and amortization, interest expense, net and other income (expense), which
are presented on the consolidated statements of operations. The measure of segment assets is reported on the consolidated balance sheets as total assets. Accordingly, we consider 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,
20242023
Identifiable long-lived assets:
United States$720 $713 
United Kingdom117 152 
Canada367 680 
Other International314 387 
Total identifiable long-lived assets$1,518 $1,932 
v3.25.0.1
Subsequent Events
 12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events
17. Subsequent Events
The Company completed the disposition of certain assets in the first quarter of 2025 for $9.5 million consisting of cash and other consideration. The Company estimates it will record a loss on the transactions which will be recognized as Loss on divestitures in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2025. The Company used the cash proceeds to further paydown its outstanding Term Loans.
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Net loss $ (112,732) $ (179,874) $ (68,413)
v3.25.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2024
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
v3.25.0.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.0.1
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
Risk Management and Strategy
A key part of the Company’s strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of the Company’s processes and practices through auditing, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures. The Company regularly engages third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Audit Committee, the Board, and, if needed, the Company adjusts its cybersecurity policies, standards, processes and practices based on the information provided by the assessments, audits and reviews.
The Company’s Chief Security Officer (“CSO”) and the S&C Team, work collaboratively across the Company to implement a program designed to protect our customer’s data and the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents. To facilitate the success of this program, multidisciplinary teams throughout the Company are deployed to address cybersecurity threats and to respond to cybersecurity incidents in accordance with the Company’s incident response and recovery plans. Through the ongoing communications from these teams, the Chief Security Officer monitors the prevention, detection, mitigation and remediation of cybersecurity incidents in real time, and reports such incidents to Senior Leadership and the Audit Chair when appropriate.
In addition, the Company has established a Security Incident Response, Disaster Recover, and Business Continuity Team (“SIRT/DR/BCP”) led by the CSO and consisting of (i) Chief Executive Officer, (ii) Chief Product Officer, (iii) Chief Financial Officer, (iv) President, Chief Operating Officer, and (v) Chief Legal Officer/ General Counsel and others. When any defined incident occurs, the SIRT/DR/BCP team convenes to drive a remediation plan based on its security incidence response escalation process designed to contain potential incidents, investigate the root causes and corrective action required, notify relevant stakeholders and determine reporting requirements.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block]
A key part of the Company’s strategy for managing risks from cybersecurity threats is the ongoing assessment and testing of the Company’s processes and practices through auditing, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures. The Company regularly engages third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Audit Committee, the Board, and, if needed, the Company adjusts its cybersecurity policies, standards, processes and practices based on the information provided by the assessments, audits and reviews.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
The Audit Committee receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. On a quarterly basis, the Audit Committee discusses the Company’s approach to cybersecurity risk management with the Company’s CSO and Company management. This discussion may include reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to the Company’s peers and third parties.
The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s technology, operations, legal, risk management, internal audit and other key business functions, as well as the members of the Board and the Audit Committee in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] The Company’s CSO is the member of the Company’s management that is principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company. Our CSO has held leadership positions in information security for over 30 years, including serving as Chief Security Officer of large public and private organizations, with a high focus on data security. Team members that support the CSO and our information security program have relevant educational and industry experience, including holding Certified Information Systems Security Professional certifications.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] Cybersecurity risks are among the core enterprise risks that are subject to oversight by the Company’s Audit Committee and ultimately, the Board of Directors (the “Board”) where that oversight and review takes place at a regular cadence through quarterly reports.
Cybersecurity Risk Role of Management [Text Block]
The Company’s CSO is the member of the Company’s management that is principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company. Our CSO has held leadership positions in information security for over 30 years, including serving as Chief Security Officer of large public and private organizations, with a high focus on data security. Team members that support the CSO and our information security program have relevant educational and industry experience, including holding Certified Information Systems Security Professional certifications.
The Audit Committee receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. On a quarterly basis, the Audit Committee discusses the Company’s approach to cybersecurity risk management with the Company’s CSO and Company management. This discussion may include reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to the Company’s peers and third parties.
The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s technology, operations, legal, risk management, internal audit and other key business functions, as well as the members of the Board and the Audit Committee in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] The Company’s CSO is the member of the Company’s management that is principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company. Our CSO has held leadership positions in information security for over 30 years, including serving as Chief Security Officer of large public and private organizations, with a high focus on data security.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] The Company’s CSO is the member of the Company’s management that is principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company. Our CSO has held leadership positions in information security for over 30 years, including serving as Chief Security Officer of large public and private organizations, with a high focus on data security. Team members that support the CSO and our information security program have relevant educational and industry experience, including holding Certified Information Systems Security Professional certifications.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]
The Company’s CSO is the member of the Company’s management that is principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company. Our CSO has held leadership positions in information security for over 30 years, including serving as Chief Security Officer of large public and private organizations, with a high focus on data security. Team members that support the CSO and our information security program have relevant educational and industry experience, including holding Certified Information Systems Security Professional certifications.
The Audit Committee receives prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. On a quarterly basis, the Audit Committee discusses the Company’s approach to cybersecurity risk management with the Company’s CSO and Company management. This discussion may include reports on cybersecurity risks, which address a wide range of topics including, for example, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to the Company’s peers and third parties.
The Company utilizes a cross-functional approach to address the risk from cybersecurity threats, involving management personnel from the Company’s technology, operations, legal, risk management, internal audit and other key business functions, as well as the members of the Board and the Audit Committee in an ongoing dialogue regarding cybersecurity threats and incidents, while also implementing controls and procedures for the escalation of cybersecurity incidents pursuant to established thresholds so that decisions regarding the disclosure and reporting of such incidents can be made by management in a timely manner.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes in the Company’s accounting policies since December 31, 2023.
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 March 12, 2025, 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.
Restricted Cash
Restricted Cash
The Company is required to maintain a letter of credit as collateral during the term of an operating lease for office space.
Accounts Receivable and Allowance for Credit Losses
Accounts Receivable and Allowance for Credit Losses
The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment due upon receipt of invoice. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so.
To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts.
Concentrations of Credit Risk and Significant Customers
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral.
Property and Equipment
Property and Equipment
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
3 - 5 years
Purchased software and licenses
3 - 5 years
Furniture and fixtures7 years
Leasehold improvementsLesser of estimated useful life or lease term
Business Combinations
Business Combinations
We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for our acquisitions which requires the acquisition purchase price to be allocated
to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill.
Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to Acquisition-related expenses on our consolidated statement of operations.
Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology and trade names are valued using the relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset.
The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions. Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. Contingent consideration typically includes earnout payments payable within 6 to 18 months of the date of acquisition based on attainment of certain performance goals. Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted, if necessary. Holdback and contingent consideration liabilities are recorded in Liabilities due to sellers of businesses on our consolidated balance sheet based on their estimated fair values. The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments. Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability. In the event a holdback is reduced subsequent to the finalization of purchase accounting, the reduction is recorded as a gain in Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability.
Goodwill Intangible Assets and Impairment Assessments
Goodwill Intangible Assets and Impairment Assessments
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. We assess Goodwill for impairment annually on October 1st, or more frequently when events or circumstances occur which could cause the Carrying Value (or GAAP basis book value) of our Company to exceed the estimated fair value of our Company.
As we operate as one reporting unit, the Goodwill impairment evaluation is performed at the consolidated entity level by comparing the estimated fair value of the Company to its Carrying Value. We first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its Carrying Value. Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its Carrying Value, then we perform a quantitative analysis using a fair-value-based approach to determine if the fair value of our reporting unit is less than its Carrying Value. See “Note 5. Goodwill and Other Intangible Assets” for more information regarding our historical goodwill impairments.
Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Each period the Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be
impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets.
Long-Lived Assets
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value.
Software Development Costs
Software Development Costs
Software development costs for software to be sold are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed. Software development costs associated with internal use software are incurred in three stages of development: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Eligible internal and external costs associated with significant upgrades and enhancements incurred during the application development stage are capitalized as property and equipment. During the years ended December 31, 2024, 2023 or 2022, 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, 2024 and 2023, the net carrying value of capitalized implementation costs related to hosting arrangements that were incurred during the application development stage were not material. Capitalized implementation costs are amortized over the expected term of the arrangement and are amortized in the same line item on our consolidated statements of operations as the expense for fees for the associated hosting arrangement.
Debt Issuance Costs
Debt Issuance Costs
The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense, net over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized debt issuance costs are recorded to Interest expense, net on our consolidated statement of operations.
Derivatives
Derivatives
In 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our variable rate 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 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. Prior to August 2024, the Company had determined the interest rate swaps qualified for designation as cash flow hedges and recorded the changes in their fair value on our consolidated statements of comprehensive loss. In August 2024, in conjunction with the prepayment of a portion of the Company’s debt, the Company de-designated its interest rate swaps and as a result, under the accounting guidance, changes in the fair value of the interest rate swaps after that date are recorded in interest expense, net in the consolidated statements of operations.
Amounts deferred on interest rate swaps in our consolidated statements of comprehensive loss 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 the interest rate swaps are classified in the same category as the cash flows for the underlying item being hedged within "Net cash provided by operating activities" on the consolidated statements of cash flows.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
The Company recognizes financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.
Preferred Stock
Preferred Stock
In August 2022, the Company closed on the issuance and sale of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Company issued 115,000 shares of Series A Preferred Stock, par value 0.0001 per share, at a price of $1,000 per share, for an initial investment amount of $115.0 million. Pursuant to the Certification of Designation, cumulative preferred dividends accrue quarterly on the Series A Preferred Stock at a rate of (i) 4.5% per annum until but excluding the seven year anniversary of the closing, and (ii) 7.0% per annum on and after the seven year anniversary of the closing. See “Note 12. Mezzanine Equity —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 $123.2 million as of December 31, 2024 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. Mezzanine Equity —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 Policy
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.
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.
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”.
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.
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.
Advertising Costs
Advertising Costs
Advertising costs are expensed in the period incurred.
Income Taxes
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized.
The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries.
The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions. Interest and penalties are recorded as a component of income tax expense.
Leases
Leases
The Company determines if an arrangement is a lease at inception. This determination includes the review of contracts with third parties to identify the existence of potential embedded leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets.
ROU assets represent the Company's right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payment over the lease term at commencement date. The lease ROU asset includes any initial direct costs incurred and is reduced for any tenant incentives. 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. The Company does not record short term leases with an initial lease term of one year or less on the consolidated balance sheets. 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.
Stock-Based Compensation
Stock-Based Compensation
The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in 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 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.
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 requisite 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.
We record forfeitures as they occur.
Comprehensive Income (Loss)
Comprehensive Income (Loss)
The Company utilizes the guidance in ASC 220, Income Statement—Reporting Comprehensive Income, for the reporting and display of comprehensive income (loss) and its components in the consolidated financial statements. Comprehensive income (loss) consists of net loss, foreign currency translation adjustments for subsidiaries with functional currencies other than the United States dollar (“USD”), unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps designated as cash flow hedges.
Foreign Currency Transactions
Foreign Currency Transactions
The functional currency of our foreign subsidiaries are generally the local currencies. Results of operations for foreign subsidiaries are translated into USD using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into USD using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded as a separate component of the Company’s consolidated statements of stockholders' equity in accumulated other comprehensive loss. Assets and liabilities denominated in currencies other than the functional currency are remeasured using the current exchange rate for monetary accounts and historical exchange rates for non-monetary accounts, with exchange differences on remeasurement included in other expense, net in the accompanying statements of operations.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
Recently issued accounting pronouncements - Adopted
In November 2023, the Financial Standards Accounting Board (“FASB”) issued accounting standards update (“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 adopted this ASU for the Annual Report for the year ended December 31, 2024 and there was no material impact on its financial statements.
Recently issued accounting pronouncements - Not Adopted
In November 2024, the FASB, issued ASU 2024-04, Debt-Debt with Conversions and Other Options. ASU 2024-04 is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures.
In November 2024, the FASB, issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. ASU 2024-03 is intended to improve disclosures about a public business entity’s expense and provide more detailed information to investors about the types of expenses in commonly presented expense captions. This ASU is effective for public companies with annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effects of adoption of this guidance will have on its consolidated financial statements.
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.
Unbilled Receivables
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.
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Basis of Presentation and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Schedule of Restrictions on Cash and Cash Equivalents
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands):
As of December 31,
20242023
Cash and cash equivalents$56,426 $236,559 
Restricted cash626 — 
Total cash, cash equivalents and restricted cash$57,052 $236,559 
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,
202420232022
Balance at beginning of year$572 $1,158 $1,107 
Provision for credit losses309 (569)556 
Writeoffs, net of recoveries and other(435)(17)(505)
Balance at end of year$446 $572 $1,158 
Schedule of Estimated Useful Lives of Property and Equipment The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
3 - 5 years
Purchased software and licenses
3 - 5 years
Furniture and fixtures7 years
Leasehold improvementsLesser of estimated useful life or lease term
Property and equipment consisted of the following (in thousands) at:
December 31,
20242023
Equipment$5,399 $5,722 
Furniture and fixtures 221 279 
Leasehold improvements639 836 
Accumulated depreciation(4,741)(4,905)
Property and equipment, net$1,518 $1,932 
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Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The following table summarizes the consideration transferred for the acquisitions described above (in thousands):
BA InsightObjectif Lune
Cash$33,355 $29,750 
Holdback(1)
645 5,250 
Working capital and other adjustments
1,587 644 
Total consideration$35,587 $35,644 
(1)Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Objectif Lune, and 15 months following closing for BA Insight. As of December 31, 2024, all of the holdbacks had been paid.
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 (in thousands):
Final
BA InsightObjectif Lune
Year Acquired20222022
Cash$4 $745 
Accounts receivable2,466 5,677 
Other current assets4,080 7,183 
Operating lease right-of-use asset110 1,905 
Property and equipment3 248 
Customer relationships10,500 17,717 
Trade name150 362 
Technology2,000 5,512 
Favorable leases— 291 
Goodwill25,495 23,797 
Other assets25 744 
Total assets acquired
44,833 64,181 
Accounts payable(236)(2,001)
Accrued expense and other(4,083)(9,431)
Deferred tax liabilities— (6,353)
Deferred revenue(4,817)(8,847)
Operating lease liabilities(110)(1,905)
Total liabilities assumed
(9,246)(28,537)
Total consideration$35,587 $35,644 
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination
The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the year ended December 31, 2022 (in years):
Customer relationships7.0
Trade name2.0
Developed technology6.2
Favorable Leases6.3
Total weighted-average useful life6.8
v3.25.0.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2024
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, 2024
 Level 1Level 2Level 3Total
Assets:
Cash equivalents - money market funds$40,428 $— $— $40,428 
Interest rate swaps$— $9,742 $— $9,742 
Total$40,428 $9,742 $— $50,170 
 Fair Value Measurements at December 31, 2023
 Level 1Level 2Level 3Total
Assets:
Cash equivalents - money market funds$211,661 $— $— $211,661 
Interest rate swaps— 14,270 — 14,270 
Total$211,661 $14,270 $— $225,931 
v3.25.0.1
Goodwill and Other Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2024
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, 2024 are summarized in the table below (in thousands):
Balance at December 31, 2022$477,043 
Adjustment related to finalization of business combinations415 
Impairment of goodwill
(128,755)
Foreign currency translation adjustment5,075 
Balance at December 31, 2023$353,778 
Impairment of goodwill
(87,227)
Foreign currency translation adjustment(5,575)
Balance at December 31, 2024$260,976 
Schedule of Finite-Lived Intangible Assets The following is a summary of the Company’s Intangible assets, net (in thousands):
Estimated Useful
Life (Years)		Gross
Carrying Amount		Accumulated
Amortization		Net Carrying
Amount
December 31, 2024
Customer relationships
1-10
$348,524 $239,563 $108,961 
Trade name
1.5-10
9,329 7,949 1,380 
Developed technology
4-9
85,558 72,132 13,426 
Favorable leases
6.3
$258 $122 $136 
Total intangible assets$443,669 $319,766 $123,903 
Estimated Useful
Life (Years)		Gross
Carrying Amount		Accumulated
Amortization		Net Carrying
Amount
December 31, 2023
Customer relationships
1-10
$378,923 $222,436 $156,487 
Trade name
1.5-10
10,012 7,862 2,150 
Developed technology
4-9
94,103 70,582 23,521 
Favorable leases6.3280 89 191 
Total intangible assets$483,318 $300,969 $182,349 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
As of December 31, 2024, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands):
Year ending December 31:Amortization
Expense
2025$38,002 
202635,877 
202726,999 
202817,620 
20295,405 
Thereafter— 
Total$123,903 
v3.25.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of Continuing Operations Before Income Taxes
The Company's loss from continuing operations before income taxes was as follows (in thousands):
Year Ended December 31,
202420232022
Loss before provision for income taxes:
United States$(76,081)$(117,208)$(40,818)
Foreign(34,011)(65,159)(29,336)
$(110,092)$(182,367)$(70,154)
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,
202420232022
Current
Federal$126 $— $— 
State1,216 901 971 
Foreign4,922 1,613 4,776 
Total Current$6,264 $2,514 $5,747 
Deferred
Federal$87 $(468)$84 
State(876)(771)1,062 
Foreign(2,835)(3,768)(8,634)
Total Deferred(3,624)(5,007)(7,488)
(Benefit from) provision for income taxes$2,640 $(2,493)$(1,741)
Schedule of Deferred Tax Assets and Liabilities Significant components of the Company’s deferred taxes are as follows (in thousands):
As of December 31,
202420232022
Deferred tax assets:
Accrued expenses and allowances$722 $583 $1,640 
Deferred revenue794 571 608 
Stock compensation512 489 612 
Net operating loss and tax credit carryforwards27,683 40,222 52,149 
Disallowed interest expense carryforwards19,482 17,670 17,181 
Capital expenses346 66 295 
Tax credit carryforwards216 — 348 
Lease liability453 960 2,139 
Research and development expenses19,402 13,247 6,243 
Other550 410 461 
Valuation allowance (50,385)(41,259)(20,482)
Net deferred tax assets$19,775 $32,959 $61,194 
Deferred tax liabilities:
Prepaid expenses$(142)$— $(161)
Intangible assets(23,409)(36,342)(54,153)
Goodwill(195)(2,850)(7,382)
Tax credit carryforwards— (15)— 
Right of use asset(326)(670)(1,504)
Unrealized gains(2,143)(4,049)(10,705)
Deferred commissions(4,562)(5,003)(5,705)
Net deferred tax liabilities$(30,777)$(48,929)$(79,610)
Net deferred taxes$(11,002)$(15,970)$(18,416)
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,
 202420232022
Federal statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal benefit(0.8)%1.1 %(0.2)%
Tax credits— %— %0.6 %
Effect of foreign operations(1.6)%(0.4)%0.1 %
Stock compensation(1.5)%(2.2)%(9.5)%
Global intangible low-taxed income (2.6)%(1.3)%— %
U.K. intercompany dividend 2.5 %— %— %
Disallowed excess executive compensation (0.7)%— %(0.6)%
Goodwill impairment(12.8)%(12.5)%(3.6)%
Permanent items and other(0.9)%1.0 %(0.5)%
Change in valuation allowance(5.0)%(5.9)%(6.9)%
Change in tax rates— %0.6 %2.1 %
(2.4)%1.4 %2.5 %
v3.25.0.1
Debt (Tables)
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
Long-term debt consisted of the following at December 31, 2024 and December 31, 2023 (in thousands):
December 31,
20242023
Senior secured loans (includes unamortized discount of $3,456 and $5,376 based on an imputed interest rate of 6.6% and 7.6%, at December 31, 2024 and December 31, 2023, respectively)
$290,194 $476,674 
Less current maturities(3,224)(3,172)
Total long-term debt$286,970 $473,502 
Schedule of Debt, Interest Rate Swap The impact of the Company’s derivative financial instruments on its consolidated statements of comprehensive loss was as follows (in thousands):
Year Ended December 31
202420232022
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps$(2,918)$(6,434)$49,577 
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net(15,868)(5,289)— 
Total Other comprehensive income (loss) on interest rate swaps
$(18,786)$(11,723)$49,577 
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, 2024 are as follows (in thousands):        
Year ending December 31:Amount
2025$5,400 
2026288,250 
Total debt outstanding$293,650 
Less unamortized discount3,456 
Total debt outstanding, net of discount$290,194 
v3.25.0.1
Net Loss Per Share (Tables)
 12 Months Ended
Dec. 31, 2024
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)202420232022
Numerators:
Net loss
$(112,732)$(179,874)$(68,413)
Preferred stock dividends and accretion(5,592)(5,347)(1,846)
Net loss attributable to common stockholders$(118,324)$(185,221)$(70,259)
Denominator:
Weighted–average common shares outstanding, basic and diluted27,789,248 32,074,906 31,528,881 
Net loss per common share, basic and diluted
$(4.26)$(5.77)$(2.23)
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,
 202420232022
Stock options103,561 149,914 154,321 
Restricted stock units2,177,132 1,758,847 1,509,273 
Performance restricted stock units100,000 100,000 93,750 
Series A Preferred Stock on an as-converted basis(1)
7,302,047 6,982,493 6,676,923 
Total anti–dilutive common share equivalents9,682,740 8,991,254 8,434,267 
(1) Per ASU 2020-06, the Company is applying the if-converted method to calculated diluted earnings per share. As of December 31, 2024, the Series A Preferred Stock plus accumulated dividends totaled $127.8 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “Note 12. Mezzanine Equity —Series A Convertible Preferred Stock”
v3.25.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Schedule of Lease, Cost
The components of lease expense were as follows (in thousands):
 Year Ended December 31,
20242023
Operating lease cost$2,195 3,243 
Sublease income(797)(1,762)
Total lease expense$1,398 1,481 
Other information about lease amounts recognized on our consolidated financial statements is summarized as follows:
 Year Ended December 31,
20242023
Cash paid for amounts included in the measurement of lease liabilities (in thousands):
Operating cash flows from operating leases
$2,483 $3,908 
Right-of-use assets obtained in exchange for lease obligations (in thousands):
Operating leases
$212 $653 
Weighted average remaining lease term (in years):
Operating leases
1.92.2
Weighted average discount rate
Operating leases
6.2%6.2%
Schedule of Lessee, Operating Lease, Liability, Maturity Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):
Operating
Leases
2025$1,130 
2026564 
2027120 
202850 
202912 
Thereafter— 
Total minimum lease payments1,876 
Less amount representing interest(114)
Present value of lease liabilities$1,762 
Operating lease liabilities, current1,000 
Operating lease liabilities, noncurrent762 
Total lease liabilities$1,762 
Schedule of Finance Lease, Liability, Maturity Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):
Operating
Leases
2025$1,130 
2026564 
2027120 
202850 
202912 
Thereafter— 
Total minimum lease payments1,876 
Less amount representing interest(114)
Present value of lease liabilities$1,762 
Operating lease liabilities, current1,000 
Operating lease liabilities, noncurrent762 
Total lease liabilities$1,762 
v3.25.0.1
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Future Minimum Lease Payments Under Operating and Capital Lease Obligations
Future minimum payments for purchase commitments are as follows (in thousands):
YearPurchase Commitments
2025$16,469 
20261,897 
Thereafter1,754 
Total minimum payments$20,120 
v3.25.0.1
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
3 - 5 years
Purchased software and licenses
3 - 5 years
Furniture and fixtures7 years
Leasehold improvementsLesser of estimated useful life or lease term
Property and equipment consisted of the following (in thousands) at:
December 31,
20242023
Equipment$5,399 $5,722 
Furniture and fixtures 221 279 
Leasehold improvements639 836 
Accumulated depreciation(4,741)(4,905)
Property and equipment, net$1,518 $1,932 
v3.25.0.1
Stockholders' Equity (Tables)
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Loss
The following table shows the ending balance of the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section on our consolidated balance sheets at the dates indicated (in thousands):
December 31,
20242023
Other comprehensive income (loss)
Foreign currency translation adjustment$(26,172)$(19,947)
Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes(6,477)(3,330)
Unrealized gain on interest rate swaps, net of amounts reclassified into interest expense, net9,033 14,270 
Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net
1,626 15,175 
Total accumulated other comprehensive income (loss)$(21,990)$6,168 
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,
202420232022
Cost of revenue$765 $952 $1,984 
Research and development2,095 2,463 2,733 
Sales and marketing1,512 2,059 4,239 
General and administrative 10,898 17,400 32,646 
Total$15,270 $22,874 $41,602 
Schedule of PRSU Activity
The following table summarizes PRSU and RSU activity during the year ended December 31, 2024 :
Number of UnitsWeighted-Average Grant Date Fair Value
Unvested restricted units outstanding as of December 31, 20231,858,847 $9.76 
Granted2,797,687 3.69 
Vested(2,173,589)6.66 
Forfeited(205,813)8.70 
Unvested restricted units outstanding as of December 31, 20242,277,132 $5.36 
Schedule of RSU activity
The following table summarizes PRSU and RSU activity during the year ended December 31, 2024 :
Number of UnitsWeighted-Average Grant Date Fair Value
Unvested restricted units outstanding as of December 31, 20231,858,847 $9.76 
Granted2,797,687 3.69 
Vested(2,173,589)6.66 
Forfeited(205,813)8.70 
Unvested restricted units outstanding as of December 31, 20242,277,132 $5.36 
Schedule of Valuation Assumptions
Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the year ended December 31, 2024 and year ended December 31, 2023 are as follows:
December 31, 2024December 31, 2023
Expected volatility
74.6% - 62.1%
55.5%
Risk-free interest rate
 4.4% - 4.0%
4.4%
Remaining performance period (in years)
  2.73- 3.08
2.86
Dividend yield——
Schedule of Stock Option Activity Stock option activity during the year ended December 31, 2024 is as follows:
Number of
Options
Outstanding		Weighted–
Average
Exercise
Price		Weighted–
Average
Remaining
Contractual Term (in Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023149,914 $11.44 
Options granted— — 
Options exercised— — 
Options forfeited— — 
Options expired(46,353)12.77 
Outstanding at December 31, 2024103,561 $10.77 1.49$— 
Options vested and expected to vest at December 31, 2024103,561 $10.77 1.49$— 
Options vested and exercisable at December 31, 2024103,561 $10.77 1.49$— 
v3.25.0.1
Revenue Recognition (Tables)
 12 Months Ended
Dec. 31, 2024
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, 2024 (in thousands):
Deferred Commissions
Deferred commissions balance at December 31, 2023$22,997 
   Capitalized deferred commissions9,662 
   Amortization of deferred commissions(12,151)
Deferred commissions balance at December 31, 2024$20,508 
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,
202420232022
Revenues:
Subscription and support:
   United States$187,762 $201,252 $211,440 
   United Kingdom33,697 37,004 41,728 
   Canada12,793 13,644 17,304 
   Other International26,433 29,654 27,415 
      Total subscription and support revenue260,685 281,554 297,887 
Perpetual license:
   United States2,959 2,654 3,284 
   United Kingdom310 589 425 
   Canada258 199 264 
   Other International2,310 2,635 2,975 
      Total perpetual license revenue5,837 6,077 6,948 
Professional services:
   United States4,919 5,961 6,871 
   United Kingdom937 1,318 2,269 
   Canada704 827 947 
   Other International1,712 2,115 2,381 
      Total professional service revenue8,272 10,221 12,468 
Total revenue$274,794 $297,852 $317,303 
v3.25.0.1
Segment and Geographic Information (Tables)
 12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Schedule of Revenues and Long Lived Assets by Geographical Area
December 31,
20242023
Identifiable long-lived assets:
United States$720 $713 
United Kingdom117 152 
Canada367 680 
Other International314 387 
Total identifiable long-lived assets$1,518 $1,932 
v3.25.0.1
Organization and Nature of Operations (Details)
Dec. 31, 2024
customer
product
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of cloud software products | product 20
Number of customers | customer 10,000
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details)
 12 Months Ended
Jul. 14, 2022
USD ($)
$ / shares
shares
Dec. 31, 2024
USD ($)
reporting_unit
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
Class of Stock [Line Items]        
Restricted cash   $ 600,000 $ 0  
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 115,000 115,000 115,000  
Series A convertible preferred stock, par value (in dollars per share) | $ / shares $ 0.0001 $ 0.0001 $ 0.0001  
Issuance of Convertible Preferred Stock | $ / shares $ 1,000      
Aggregate purchase price $ 115,000,000.0      
Temporary equity dividend, closing date duration 7 years      
Temporary equity, carrying amount, attributable to parent   $ 123,230,000 $ 117,638,000  
Advertising expenses   2,300,000 2,000,000 800,000
Tax liability accrued in anticipation of future dividends from foreign subsidiaries   0    
Foreign currency transaction gains (losses)   999,000 538,000 12,000
Before Seven Year Anniversary        
Class of Stock [Line Items]        
Temporary equity dividend rate percentage 4.50%      
After Seven Year Anniversary        
Class of Stock [Line Items]        
Temporary equity dividend rate percentage 7.00%      
Total accumulated other comprehensive income (loss)        
Class of Stock [Line Items]        
Translation gains (losses)   (3,100,000) 4,100,000 (10,000,000)
Other Expense, Net        
Class of Stock [Line Items]        
Foreign currency transaction gains (losses)   1,100,000 $ 300,000 $ (1,000,000.0)
Series A Preferred Stock        
Class of Stock [Line Items]        
Temporary equity, carrying amount, attributable to parent   $ 123,200,000    
Series A Preferred Stock | Before Seven Year Anniversary        
Class of Stock [Line Items]        
Temporary equity dividend rate percentage 4.50%      
Temporary equity dividend, closing date duration 7 years      
Series A Preferred Stock | After Seven Year Anniversary        
Class of Stock [Line Items]        
Temporary equity dividend rate percentage 7.00%      
Temporary equity dividend, closing date duration 7 years      
Minimum        
Class of Stock [Line Items]        
Cash holdback, payment period (in months)   12 months    
Earnout payment, payment period (in months)   6 months    
Maximum        
Class of Stock [Line Items]        
Cash holdback, payment period (in months)   18 months    
Earnout payment, payment period (in months)   18 months    
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Restrictions on Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]        
Cash and cash equivalents $ 56,426 $ 236,559    
Restricted cash 626 0    
Total cash, cash equivalents and restricted cash $ 57,052 $ 236,559 $ 248,653 $ 189,158
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Schedules of Changes in the Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Balance at beginning of year $ 572 $ 1,158 $ 1,107
Provision for credit losses 309 (569) 556
Writeoffs, net of recoveries and other (435) (17) (505)
Balance at end of year $ 446 $ 572 $ 1,158
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details)
Dec. 31, 2024
Furniture and fixtures  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 7 years
Minimum | Computer hardware and equipment  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 3 years
Minimum | Purchased software and licenses  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 3 years
Maximum | Computer hardware and equipment  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 5 years
Maximum | Purchased software and licenses  
Property, Plant and Equipment [Line Items]  
Estimated useful life (in years) 5 years
v3.25.0.1
Acquisitions - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($)
$ in Thousands
Feb. 22, 2022
Jan. 07, 2022
BA Insight    
Business Acquisition [Line Items]    
Cash $ 33,355  
Holdback 645  
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
Working capital and other adjustments   644
Total consideration   $ 35,644
Cash holdback, payment period (in months)   12 months
v3.25.0.1
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Feb. 22, 2022
Jan. 07, 2022
Business Acquisition [Line Items]          
Goodwill $ 260,976 $ 353,778 $ 477,043    
Operating lease liabilities $ (1,762)        
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
v3.25.0.1
Acquisitions - Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details)
 12 Months Ended
Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]  
Weighted-average amortization period 6 years 9 months 18 days
Customer relationships  
Acquired Finite-Lived Intangible Assets [Line Items]  
Weighted-average amortization period 7 years
Trade name  
Acquired Finite-Lived Intangible Assets [Line Items]  
Weighted-average amortization period 2 years
Developed technology  
Acquired Finite-Lived Intangible Assets [Line Items]  
Weighted-average amortization period 6 years 2 months 12 days
Favorable leases  
Acquired Finite-Lived Intangible Assets [Line Items]  
Weighted-average amortization period 6 years 3 months 18 days
v3.25.0.1
Acquisitions - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]      
Acquired in business combinations $ 49.3    
Expected tax deductible amount of goodwill 4.6    
Business acquisition, transaction costs $ 0.0 $ 0.0 $ 4.6
v3.25.0.1
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Recurring Measurement - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents - money market funds $ 40,428 $ 211,661
Total 50,170 225,931
Interest rate swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swaps 9,742 14,270
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents - money market funds 40,428 211,661
Total 40,428 211,661
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
Total 9,742 14,270
Level 2 | Interest rate swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swaps 9,742 14,270
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents - money market funds 0 0
Total 0 0
Level 3 | Interest rate swaps    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swaps $ 0 $ 0
v3.25.0.1
Fair Value Measurements - Additional Information (Details) - USD ($)
$ in Millions
Dec. 31, 2024
Dec. 31, 2023
Level 2 | Recurring Measurement    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value of debt $ 293.7 $ 482.1
v3.25.0.1
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill [Roll Forward]            
Beginning balance, goodwill $ 353,778 $ 477,043   $ 353,778 $ 477,043  
Adjustment related to finalization of business combinations         415  
Impairment of goodwill $ (87,200) $ (128,800) $ (12,500) (87,227) (128,755) $ (12,500)
Foreign currency translation adjustment       (5,575) 5,075  
Ending balance, goodwill     $ 477,043 $ 260,976 $ 353,778 $ 477,043
v3.25.0.1
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]            
Impairment of goodwill $ 87,200 $ 128,800 $ 12,500 $ 87,227 $ 128,755 $ 12,500
Amortization expense       $ 53,800 $ 70,600 $ 54,600
v3.25.0.1
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 443,669 $ 483,318
Accumulated Amortization 319,766 300,969
Net Carrying Amount 123,903 182,349
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 348,524 378,923
Accumulated Amortization 239,563 222,436
Net Carrying Amount $ 108,961 $ 156,487
Customer relationships | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Years) 1 year 1 year
Customer relationships | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Years) 10 years 10 years
Trade name    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 9,329 $ 10,012
Accumulated Amortization 7,949 7,862
Net Carrying Amount $ 1,380 $ 2,150
Trade name | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Years) 1 year 6 months 1 year 6 months
Trade name | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Years) 10 years 10 years
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 85,558 $ 94,103
Accumulated Amortization 72,132 70,582
Net Carrying Amount $ 13,426 $ 23,521
Developed technology | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Years) 4 years 4 years
Developed technology | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Years) 9 years 9 years
Favorable leases    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Years) 6 years 3 months 18 days 6 years 3 months 18 days
Gross Carrying Amount $ 258 $ 280
Accumulated Amortization 122 89
Net Carrying Amount $ 136 $ 191
v3.25.0.1
Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2025 $ 38,002  
2026 35,877  
2027 26,999  
2028 17,620  
2029 5,405  
Thereafter 0  
Net Carrying Amount $ 123,903 $ 182,349
v3.25.0.1
Income Taxes - Schedule of Continuing Operations Before Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
United States $ (76,081) $ (117,208) $ (40,818)
Foreign (34,011) (65,159) (29,336)
Loss before benefit from (provision for) income taxes $ (110,092) $ (182,367) $ (70,154)
v3.25.0.1
Income Taxes - Schedule of Components of Income Tax (Benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Current      
Federal $ 126 $ 0 $ 0
State 1,216 901 971
Foreign 4,922 1,613 4,776
Total Current 6,264 2,514 5,747
Deferred      
Federal 87 (468) 84
State (876) (771) 1,062
Foreign (2,835) (3,768) (8,634)
Total Deferred (3,624) (5,007) (7,488)
(Benefit from) provision for income taxes $ 2,640 $ (2,493) $ (1,741)
v3.25.0.1
Income Taxes - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Operating Loss Carryforwards [Line Items]    
Operating loss carryforwards $ 244,500,000  
Net operating loss carryforwards, carry forward indefinitely 43,900,000  
Valuation allowance, deferred tax asset, increase (decrease), amount 9,100,000 $ 20,800,000
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 (1,000,000) 7,100,000
U.S, U.K and Australia    
Operating Loss Carryforwards [Line Items]    
Valuation allowance, deferred tax asset, increase (decrease), amount 10,100,000  
Current Operations    
Operating Loss Carryforwards [Line Items]    
Valuation allowance, deferred tax asset, increase (decrease), amount   $ 13,700,000
Domestic Tax Jurisdiction    
Operating Loss Carryforwards [Line Items]    
Operating loss carryforwards 200,600,000  
Operating loss carryforwards, expiration amount 155,000,000  
Credit carryforwards, expiration before utilization 4,100,000  
Domestic Tax Jurisdiction | Tax Year Prior to 2018    
Operating Loss Carryforwards [Line Items]    
Operating loss carryforwards 138,800,000  
Deferred tax assets, operating loss carryforwards, not subject to expiration 61,900,000  
Foreign Tax Jurisdiction    
Operating Loss Carryforwards [Line Items]    
Operating loss carryforwards $ 43,900,000  
v3.25.0.1
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Deferred tax assets:      
Accrued expenses and allowances $ 722 $ 583 $ 1,640
Deferred revenue 794 571 608
Stock compensation 512 489 612
Net operating loss and tax credit carryforwards 27,683 40,222 52,149
Disallowed interest expense carryforwards 19,482 17,670 17,181
Capital expenses 346 66 295
Tax credit carryforwards 216 0 348
Lease liability 453 960 2,139
Research and development expenses 19,402 13,247 6,243
Other 550 410 461
Valuation allowance (50,385) (41,259) (20,482)
Net deferred tax assets 19,775 32,959 61,194
Deferred tax liabilities:      
Prepaid expenses (142) 0 (161)
Intangible assets (23,409) (36,342) (54,153)
Goodwill (195) (2,850) (7,382)
Tax credit carryforwards 0 (15) 0
Right of use asset (326) (670) (1,504)
Unrealized gains (2,143) (4,049) (10,705)
Deferred commissions (4,562) (5,003) (5,705)
Net deferred tax liabilities (30,777) (48,929) (79,610)
Net deferred taxes $ (11,002) $ (15,970) $ (18,416)
v3.25.0.1
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Federal statutory rate 21.00% 21.00% 21.00%
State taxes, net of federal benefit (0.80%) 1.10% (0.20%)
Tax credits 0.00% 0.00% 0.60%
Effect of foreign operations (1.60%) (0.40%) 0.10%
Stock compensation (1.50%) (2.20%) (9.50%)
Global intangible low-taxed income (2.60%) (1.30%) 0.00%
U.K. intercompany dividend 2.50% 0.00% 0.00%
Disallowed excess executive compensation (0.70%) 0.00% (0.60%)
Goodwill impairment (12.80%) (12.50%) (3.60%)
Permanent items and other (0.90%) 1.00% (0.50%)
Change in valuation allowance (5.00%) (5.90%) (6.90%)
Change in tax rates 0.00% 0.60% 2.10%
Total effective tax rate (2.40%) 1.40% 2.50%
v3.25.0.1
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Long-term debt $ 290,194  
Less current maturities (3,224) $ (3,172)
Total long-term debt 286,970 473,502
Debt instrument, unamortized discount 3,456  
Senior Secured Notes    
Debt Instrument [Line Items]    
Long-term debt 290,194 476,674
Debt instrument, unamortized discount $ 3,456 $ 5,376
Debt instrument, imputed interest rate (percent) 6.60% 7.60%
v3.25.0.1
Debt - Additional Information (Details) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 12 Months Ended
Aug. 15, 2024
Aug. 31, 2023
Aug. 31, 2024
Aug. 31, 2023
Dec. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2019
Debt Instrument [Line Items]                  
Cash Flow Hedge, Reclassification For Discontinuance Statement Of Income Or Comprehensive Income, Extensible Enumeration, Not Disclosed Flag     deferred gain to interest expense            
Cash flow hedge gain (loss), net         $ 6,300 $ 6,300      
Debt instrument, cash interest costs (as a percent)           6.60% 7.20% 5.40%  
Interest rate swaps                  
Debt Instrument [Line Items]                  
Interest rate derivative assets, sold   $ 259,900   $ 259,900          
Interest rate swaps       20,500   $ (2,918) $ (6,434) $ 49,577  
Change in fair value of the interest rate swaps recognized in interest expense     $ 9,000            
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax           $ 15,868 5,289 $ 0  
Interest rate swaps | Interest Expense                  
Debt Instrument [Line Items]                  
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax             $ 2,800    
Term Loan | Secured Debt                  
Debt Instrument [Line Items]                  
Debt instrument, term                 7 years
Note face amount                 $ 350,000
Debt instrument, floating interest rate, stated percentage         8.20% 8.20%      
Repayments of secured debt $ 175,000 $ 35,000   $ 35,000          
Additional repayments of secured debt         $ 8,000        
Additional deferred gain (loss)         400        
Credit Facility                  
Debt Instrument [Line Items]                  
Unamortized debt issuance costs         $ 3,500 $ 3,500      
Credit Facility | Revolving Credit Facility                  
Debt Instrument [Line Items]                  
Debt instrument, term                 5 years
Maximum borrowing capacity                 $ 60,000
Credit Facility | Secured Debt                  
Debt Instrument [Line Items]                  
Note face amount                 $ 190,000
Debt instrument, repayment rate, quarterly (as a percent)                 0.25%
Debt instrument, repayment rate, annual (as a percent)                 1.00%
Stated interest rate (as a percent)                 5.40%
Credit Facility | Secured Debt | Base Rate                  
Debt Instrument [Line Items]                  
Basis spread (as a percent)                 2.75%
Credit Facility | Secured Debt | Secured Overnight Financing Rate (SOFR)                  
Debt Instrument [Line Items]                  
Basis spread (as a percent)                 3.75%
Credit Facility | Secured Debt | Secured Overnight Financing Rate (SOFR) | Minimum                  
Debt Instrument [Line Items]                  
Basis spread (as a percent)                 0.00%
Credit Facility | Secured Debt | Federal Funds Effective Swap Rate                  
Debt Instrument [Line Items]                  
Basis spread (as a percent)           0.50%      
Credit Facility | Secured Debt | Federal Funds Effective Swap Rate | Minimum                  
Debt Instrument [Line Items]                  
Basis spread (as a percent)                 0.00%
Credit Facility | Secured Debt | Eurodollar                  
Debt Instrument [Line Items]                  
Basis spread (as a percent)                 1.00%
August 2024 Debt Prepayment | Interest rate swaps                  
Debt Instrument [Line Items]                  
Interest rate swaps     $ 11,400            
Change in fair value of the interest rate swaps recognized in interest expense           $ 1,600      
v3.25.0.1
Debt - Schedule of Debt, Interest Rate Swap (Details) - Interest rate swaps - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Aug. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Debt Instrument [Line Items]        
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps $ 20,500 $ (2,918) $ (6,434) $ 49,577
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net   (15,868) (5,289) 0
Total Other comprehensive income (loss) on interest rate swaps   $ (18,786) $ (11,723) $ 49,577
v3.25.0.1
Debt - Schedule of Maturities of Long-term Debt (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Long-term Debt, Fiscal Year Maturity [Abstract]  
2025 $ 5,400
2026 288,250
Total debt outstanding 293,650
Less unamortized discount 3,456
Long-term debt $ 290,194
v3.25.0.1
Net Loss Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Numerators:      
Net loss $ (112,732) $ (179,874) $ (68,413)
Preferred stock dividends and accretion (5,592) (5,347) (1,846)
Net loss attributable to common stockholders, basic (118,324) (185,221) (70,259)
Net loss attributable to common stockholders, diluted $ (118,324) $ (185,221) $ (70,259)
Denominator:      
Weighted-average common shares outstanding, basic (in shares) 27,789,248 32,074,906 31,528,881
Weighted-average common shares outstanding, diluted (in shares) 27,789,248 32,074,906 31,528,881
Net loss per common share, basic (in dollars per share) $ (4.26) $ (5.77) $ (2.23)
Net loss per common share, diluted (in dollars per share) $ (4.26) $ (5.77) $ (2.23)
v3.25.0.1
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, 2024
Dec. 31, 2023
Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 9,682,740 8,991,254 8,434,267
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) 103,561 149,914 154,321
Restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 2,177,132 1,758,847 1,509,273
Performance restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 100,000 100,000 93,750
Series A Preferred Stock on an as-converted basis      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 7,302,047 6,982,493 6,676,923
Preferred stock, redemption amount $ 127.8    
v3.25.0.1
Leases - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Mar. 12, 2025
Lessee, Lease, Description [Line Items]        
Operating lease, expense $ 1,400 $ 1,400 $ 2,500  
Sublease income 797 $ 1,762 1,400  
Future sublease income $ 500      
Subsequent Event        
Lessee, Lease, Description [Line Items]        
Lessee, operating lease, lease not yet commenced, renewal term       3 years
Unrecorded unconditional purchase obligation, including lease not yet commenced, total       $ 1,800
Unrecorded unconditional purchase obligation, lease incentive, net       $ 600
Building        
Lessee, Lease, Description [Line Items]        
Operating lease cost, transformation charges     $ 1,100  
v3.25.0.1
Leases - Schedule of Lease, Cost (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]      
Operating lease cost $ 2,195 $ 3,243  
Sublease income (797) (1,762) $ (1,400)
Total lease expense $ 1,398 $ 1,481  
v3.25.0.1
Leases - Other Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Cash paid for amounts included in the measurement of lease liabilities - operating leases $ 2,483 $ 3,908
Right-of-use assets obtained in exchange for operating lease obligations - operating leases $ 212 $ 653
Weighted average remaining lease term - operating leases 1 year 10 months 24 days 2 years 2 months 12 days
Weighted average discount rate - operating leases 6.20% 6.20%
v3.25.0.1
Leases - Future Minimum Payments for Operating and Finance Leases (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Operating Leases    
2025 $ 1,130  
2026 564  
2027 120  
2028 50  
2029 12  
Thereafter 0  
Total minimum lease payments 1,876  
Less amount representing interest (114)  
Present value of lease liabilities 1,762  
Operating lease liabilities, current 1,000 $ 2,351
Operating lease liabilities, noncurrent 762 $ 1,597
Total lease liabilities $ 1,762  
v3.25.0.1
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Operating and Capital Lease Obligations (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Purchase Obligation, Fiscal Year Maturity [Abstract]  
2025 $ 16,469
2026 1,897
Thereafter 1,754
Total minimum payments $ 20,120
v3.25.0.1
Commitments and Contingencies - Additional Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]    
Restricted cash $ 626 $ 0
v3.25.0.1
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment, Net [Abstract]    
Accumulated depreciation $ (4,741) $ (4,905)
Property and equipment, net 1,518 1,932
Equipment    
Property, Plant and Equipment, Net [Abstract]    
Property and equipment 5,399 5,722
Furniture and fixtures    
Property, Plant and Equipment, Net [Abstract]    
Property and equipment 221 279
Leasehold improvements    
Property, Plant and Equipment, Net [Abstract]    
Property and equipment $ 639 $ 836
v3.25.0.1
Property and Equipment, Net - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Abstract]      
Depreciation and amortization expense $ 1,200,000 $ 1,400,000 $ 1,500,000
Impairment of long-lived assets 0 0 0
Gain (loss) on disposition of property plant equipment $ (17,000.0) $ (47,000.0) $ (79,000.0)
v3.25.0.1
Mezzanine Equity (Details)
$ / shares in Units, $ in Millions
 12 Months Ended
Aug. 23, 2022
USD ($)
Jul. 14, 2022
USD ($)
$ / shares
shares
Dec. 31, 2024
USD ($)
director
$ / shares
Dec. 31, 2022
shares
Dec. 31, 2023
$ / shares
Temporary Equity [Line Items]          
Number of shares issued (in shares) | shares   115,000   115,000  
Series A convertible preferred stock, par value (in dollars per share) | $ / shares   $ 0.0001 $ 0.0001   $ 0.0001
Offering price per share (in dollars per share) | $ / shares   $ 1,000      
Aggregate purchase price | $   $ 115.0      
Stock issuance costs | $ $ 4.6        
Temporary equity, liquidation preference (in dollars per share) | $ / shares   $ 1,000      
Temporary equity dividend, closing date duration   7 years      
Dividends payable | $     $ 12.8    
Temporary equity, liquidation preference | $     $ 127.8    
Temporary equity, liquidation cash purchase price     105.00%    
Temporary equity liquidation preference percentage     105.00%    
Temporary equity voting power     50.00%    
Number of board of directors to elect | director     1    
Threshold for electing one board member and not the actual ownership     5.00%    
Preferred stock, voting rights, number of non-voting observer to elect | director     1    
Threshold for electing a non-voting board member requirement and not the actual ownership percentage     10.00%    
Preferred stock, conversion price (in dollars per share) | $ / shares     $ 17.50    
Temporary equity, number of consecutive trading days     10 days    
Before Seven Year Anniversary          
Temporary Equity [Line Items]          
Temporary equity dividend rate percentage   4.50%      
After Seven Year Anniversary          
Temporary Equity [Line Items]          
Temporary equity dividend rate percentage   7.00%      
v3.25.0.1
Stockholders' Equity - Narrative (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jun. 05, 2024
$ / shares
shares
Dec. 31, 2024
USD ($)
vote
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
shares
Oct. 31, 2023
USD ($)
Sep. 01, 2023
USD ($)
Jun. 07, 2023
shares
Jun. 06, 2023
shares
May 02, 2023
$ / shares
shares
Class of Stock [Line Items]                  
Common stock authorized (in shares)   75,000,000 75,000,000       75,000,000 50,000,000  
Common stock, par value (in dollars per share) | $ / shares   $ 0.0001 $ 0.0001            
Common stock, votes per share | vote   1              
Sales and excise tax payable | $   $ 200 $ 200            
Stock repurchases and retirements | $   $ 10,796 $ 14,201            
Preferred stock, par value (in dollars per share) | $ / shares $ 0.0001                
Stock options                  
Class of Stock [Line Items]                  
Options outstanding (in shares)   103,561 149,914            
Unrecognized compensation costs | $   $ 0              
Weighted-average remaining contractual life, options vested and exercisable (in years)   1 year 5 months 26 days              
Aggregate intrinsic value of options | $   $ 0 $ 0 $ 600          
Stock options | 2010 Stock Plan                  
Class of Stock [Line Items]                  
Options outstanding (in shares)   103,561              
Stock options | 2014 Stock Plan                  
Class of Stock [Line Items]                  
Common stock shares reserved for issuance under the plan (in shares)   2,725,017              
Stock options | 2010 Plan and 2014 Plan                  
Class of Stock [Line Items]                  
Maximum vesting period   10 years              
Stock options | 2010 Plan and 2014 Plan | Minimum                  
Class of Stock [Line Items]                  
Vesting period   3 years              
Stock options | 2010 Plan and 2014 Plan | Maximum                  
Class of Stock [Line Items]                  
Vesting period   4 years              
Restricted stock units                  
Class of Stock [Line Items]                  
Fair value of awards vested | $   $ 4,300 $ 5,000 13,900          
Unrecognized compensation costs | $   $ 8,600              
Weighted-average remaining contractual life, options vested and exercisable (in years)   1 year 8 months 19 days              
Restricted stock units | Minimum                  
Class of Stock [Line Items]                  
Vesting period   1 year              
Restricted stock units | Maximum                  
Class of Stock [Line Items]                  
Vesting period   3 years              
Restricted stock units | 2014 Stock Plan                  
Class of Stock [Line Items]                  
Anti–dilutive common share equivalents (in shares)   2,177,132              
Performance restricted stock units                  
Class of Stock [Line Items]                  
Vesting period   36 months 36 months            
Fair value of awards vested | $   $ 3,500 $ 0 $ 0          
Performance restricted stock units | Minimum                  
Class of Stock [Line Items]                  
Preferred stock purchase right, purchase price adjustment percentage   0.00% 0.00% 0.00%          
Performance restricted stock units | Maximum                  
Class of Stock [Line Items]                  
Preferred stock purchase right, purchase price adjustment percentage   300.00% 300.00% 300.00%          
Performance restricted stock units | Chief Executive Officer                  
Class of Stock [Line Items]                  
Awards vesting rights (as a percent)   50.00% 50.00% 50.00%          
Performance restricted stock units | 2014 Stock Plan                  
Class of Stock [Line Items]                  
Anti–dilutive common share equivalents (in shares)   100,000              
Performance restricted stock units | 2022 PRSUs                  
Class of Stock [Line Items]                  
Vesting period       18 months          
Granted (in shares)       0          
Performance restricted stock units | 2024 PRSUs                  
Class of Stock [Line Items]                  
Fair value of awards vested | $   $ 750              
Performance restricted stock units | 2023 PRSUs                  
Class of Stock [Line Items]                  
Fair value of awards vested | $   $ 0              
PRSU and RSU                  
Class of Stock [Line Items]                  
Anti–dilutive common share equivalents (in shares)   2,277,132 1,858,847            
Granted (in shares)   2,797,687              
Target payout (as a percent)   100.00%              
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 | $   $ 1,400 $ 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) 27,030,605                
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares                 $ 15,250
Preferred stock purchase right, purchase share (in shares)                 0.001
Preferred stock purchase right, purchase price adjustment percentage 1.00%                
Class of warrant or right, entitled dividend payment per security called by each warrant or right (in dollars per share) | $ / shares $ 0.001                
Class of warrant or right, entitled liquidation payment per security called by each warrant or right (in dollars per share) | $ / shares $ 0.001                
Class of warrant or right, entitled liquidation payment, common stock equivalent, number of shares (in shares) 1                
Class of warrant or right, voting power, common stock equivalent, number of shares (in shares) 1                
2023 Share Repurchase Program                  
Class of Stock [Line Items]                  
Stock repurchase program, authorized amount | $           $ 15,000      
Stock repurchase program, additional authorized amount | $         $ 10,000        
Stock repurchases and retirements (in shares)   3,208,705              
Stock repurchases and retirements | $   $ (11,000)              
Stock repurchase program, remaining authorized repurchase amount | $   $ 0              
v3.25.0.1
Stockholders' Equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders' equity $ (18,305) $ 126,294 $ 308,870 $ 316,288
Foreign currency translation adjustment        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders' equity (26,172) (19,947)    
Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders' equity (6,477) (3,330)    
Unrealized gain on interest rate swaps, net of amounts reclassified into interest expense, net        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders' equity 9,033 14,270    
Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders' equity 1,626 15,175    
Total accumulated other comprehensive income (loss)        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Stockholders' equity $ (21,990) $ 6,168 $ 11,110 $ (11,514)
v3.25.0.1
Stockholders' Equity - Schedule of Allocated Share-Based Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense $ 15,270 $ 22,874 $ 41,602
Cost of revenue      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense 765 952 1,984
Research and development      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense 2,095 2,463 2,733
Sales and marketing      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense 1,512 2,059 4,239
General and administrative      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense $ 10,898 $ 17,400 $ 32,646
v3.25.0.1
Stockholders' Equity - Schedule of Valuation Assumptions (Details) - Performance restricted stock units
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility, minimum 74.60%  
Expected volatility, maximum 62.10%  
Expected volatility   55.50%
Risk-free interest rate, minimum 4.40%  
Risk-free interest rate, maximum 4.00%  
Risk-free interest rate   4.40%
Remaining performance period (in years)   2 years 10 months 9 days
Dividend yield 0.00% 0.00%
Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Remaining performance period (in years) 2 years 8 months 23 days  
Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Remaining performance period (in years) 3 years 29 days  
v3.25.0.1
Stockholders' Equity - Schedule of PRSU and RSU Activity (Details) - PRSU and RSU
 12 Months Ended
Dec. 31, 2024
$ / shares
shares
Number of Units  
Unvested balances at beginning of period (in shares) | shares 1,858,847
Granted (in shares) | shares 2,797,687
Vested (in shares) | shares (2,173,589)
Forfeited (in shares) | shares (205,813)
Unvested balances at end of period (in shares) | shares 2,277,132
Weighted-Average Grant Date Fair Value  
Unvested balances at beginning of period (in dollars per share) | $ / shares $ 9.76
Granted (in dollars per share) | $ / shares 3.69
Vested (in dollars per share) | $ / shares 6.66
Forfeited (in dollars per share) | $ / shares 8.70
Unvested balances at end of period (in dollars per share) | $ / shares $ 5.36
v3.25.0.1
Stockholders' Equity - Schedule of Stock Option Activity (Details) - Stock options
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
shares
Number of Options Outstanding  
Beginning of period (in shares) | shares 149,914
Options granted (in shares) | shares 0
Options exercised (in shares) | shares 0
Options forfeited (in shares) | shares 0
Options expired (in shares) | shares (46,353)
End of period (in shares) | shares 103,561
Options vested and expected to vest (in shares) | shares 103,561
Options vested and exercisable (in shares) | shares 103,561
Weighted– Average Exercise Price  
Beginning of period (in dollars per share) | $ / shares $ 11.44
Options granted (in dollars per share) | $ / shares 0
Options exercised (in dollars per share) | $ / shares 0
Options forfeited (in dollars per share) | $ / shares 0
Options expired (in dollars per share) | $ / shares 12.77
End of period (in dollars per share) | $ / shares 10.77
Options vested and expected to vest (in dollars per share) | $ / shares 10.77
Options vested and exercisable (in dollars per share) | $ / shares $ 10.77
Weighted-average remaining contractual life (in years) 1 year 5 months 26 days
Weighted-average remaining contractual life, options vested and expected to vest (in years) 1 year 5 months 26 days
Weighted-average remaining contractual life, options vested and exercisable (in years) 1 year 5 months 26 days
Aggregate intrinsic value of options outstanding | $ $ 0
Aggregate intrinsic value of option vested and expected to vest | $ 0
Aggregate intrinsic value of options vested and exercisable | $ $ 0
v3.25.0.1
Revenue Recognition - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Capitalized Contract Cost [Line Items]    
Unbilled receivables $ 3,441 $ 2,701
Deferred commissions, amortization period 6 years  
Renewal amortization period 18 months  
Commissions capitalized in excess of amortization of deferred commissions $ (2,500)  
Remaining performance obligation $ 240,700  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01    
Capitalized Contract Cost [Line Items]    
Remaining performance obligation, percent 70.00%  
Remaining performance obligation, timing 12 months  
Subscription and support    
Capitalized Contract Cost [Line Items]    
Contract with customer, liability, revenue recognized $ 98,300  
Professional services    
Capitalized Contract Cost [Line Items]    
Contract with customer, liability, revenue recognized $ 2,300  
v3.25.0.1
Revenue Recognition - Schedule of Deferred Commissions (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
USD ($)
Capitalized Contract Costs [Roll Forward]  
Deferred commissions balance at December 31, 2023 $ 22,997
Capitalized deferred commissions 9,662
Amortization of deferred commissions (12,151)
Deferred commissions balance at December 31, 2024 $ 20,508
v3.25.0.1
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of Revenue [Line Items]      
Total revenue $ 274,794 $ 297,852 $ 317,303
Subscription and support:      
Disaggregation of Revenue [Line Items]      
Total revenue 260,685 281,554 297,887
Subscription and support: | United States      
Disaggregation of Revenue [Line Items]      
Total revenue 187,762 201,252 211,440
Subscription and support: | United Kingdom      
Disaggregation of Revenue [Line Items]      
Total revenue 33,697 37,004 41,728
Subscription and support: | Canada      
Disaggregation of Revenue [Line Items]      
Total revenue 12,793 13,644 17,304
Subscription and support: | Other International      
Disaggregation of Revenue [Line Items]      
Total revenue 26,433 29,654 27,415
Perpetual license:      
Disaggregation of Revenue [Line Items]      
Total revenue 5,837 6,077 6,948
Perpetual license: | United States      
Disaggregation of Revenue [Line Items]      
Total revenue 2,959 2,654 3,284
Perpetual license: | United Kingdom      
Disaggregation of Revenue [Line Items]      
Total revenue 310 589 425
Perpetual license: | Canada      
Disaggregation of Revenue [Line Items]      
Total revenue 258 199 264
Perpetual license: | Other International      
Disaggregation of Revenue [Line Items]      
Total revenue 2,310 2,635 2,975
Professional services:      
Disaggregation of Revenue [Line Items]      
Total revenue 8,272 10,221 12,468
Professional services: | United States      
Disaggregation of Revenue [Line Items]      
Total revenue 4,919 5,961 6,871
Professional services: | United Kingdom      
Disaggregation of Revenue [Line Items]      
Total revenue 937 1,318 2,269
Professional services: | Canada      
Disaggregation of Revenue [Line Items]      
Total revenue 704 827 947
Professional services: | Other International      
Disaggregation of Revenue [Line Items]      
Total revenue $ 1,712 $ 2,115 $ 2,381
v3.25.0.1
Employee Benefit Plans (Details)
 12 Months Ended
Dec. 31, 2024
USD ($)
plan
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Retirement Benefits [Abstract]      
Number of voluntary defined contribution plans | plan 1    
Contributions to the 401(k) plans | $ $ 0 $ 0 $ 0
v3.25.0.1
Segment and Geographic Information - Additional Information (Details)
 12 Months Ended
Dec. 31, 2024
segment
Segment Reporting [Abstract]  
Number of operating segments 1
Number of reportable segments 1
v3.25.0.1
Segment and Geographic Information - Schedule of Revenues and Long Lived Assets by Geographical Area (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total identifiable long-lived assets $ 1,518 $ 1,932
United States    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total identifiable long-lived assets 720 713
United Kingdom    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total identifiable long-lived assets 117 152
Canada    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total identifiable long-lived assets 367 680
Other International    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total identifiable long-lived assets $ 314 $ 387
v3.25.0.1
Subsequent Events (Details)
$ in Millions
 3 Months Ended
Mar. 31, 2025
USD ($)
Disposal Group, Not Discontinued Operations | 2025 Disposition | Forecast  
Subsequent Event [Line Items]  
Cash received $ 9.5