UPLAND SOFTWARE, INC., 10-Q filed on 7/31/2025
Quarterly Report
v3.25.2
Cover - shares
 6 Months Ended
Jun. 30, 2025
Jul. 29, 2025
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2025  
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 900 S. Capital of Texas Highway, Las Cimas IV  
Entity Address, Address Line Two Suite 300  
Entity Address, City or Town Austin  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 78746  
City Area Code 512  
Local Phone Number 960-1010  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   28,772,095
Entity Central Index Key 0001505155  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q2  
Amendment Flag false  
Common Stock    
Document Information [Line Items]    
Title of 12(b) Security Common Stock, par value $0.0001 per share  
Trading Symbol UPLD  
Security Exchange Name NASDAQ  
Preferred Stock Purchase Rights    
Document Information [Line Items]    
Title of 12(b) Security Preferred Stock Purchase Rights  
No Trading Symbol Flag true  
Security Exchange Name NASDAQ  
v3.25.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Current assets:    
Cash and cash equivalents $ 41,011 $ 56,426
Restricted cash 626 626
Accounts receivable (net of allowance of $155 and $446 at June 30, 2025, and December 31, 2024, respectively) 20,129 38,647
Deferred commissions, current 6,382 8,361
Unbilled receivables 4,810 3,441
Income tax receivable, current 2,510 762
Prepaid expenses and other current assets 7,919 10,129
Total current assets 83,387 118,392
Tax credits receivable 1,040 951
Property and equipment, net 1,968 1,518
Operating lease right-of-use asset 2,053 1,364
Intangible assets, net 76,513 123,903
Goodwill 260,705 260,976
Deferred commissions, noncurrent 7,839 12,147
Interest rate swap assets 5,094 9,742
Other assets 3,123 529
Total assets 441,722 529,522
Current liabilities:    
Accounts payable 3,058 9,388
Accrued compensation 6,708 6,226
Accrued expenses and other current liabilities 3,518 6,876
Deferred revenue 72,307 93,706
Operating lease liabilities, current 805 1,000
Current maturities of notes payable (includes unamortized discount of $2,160 and $2,176 at June 30, 2025, and December 31, 2024, respectively) 3,240 3,224
Total current liabilities 89,636 120,420
Notes payable, less current maturities (includes unamortized discount of $217 and $1,280 at June 30, 2025, and December 31, 2024, respectively) 252,458 286,970
Deferred revenue, noncurrent 4,652 4,670
Operating lease liabilities, noncurrent 2,169 762
Noncurrent deferred tax liability, net 8,617 11,347
Other long-term liabilities 457 428
Total liabilities 357,989 424,597
Mezzanine equity:    
Series A Convertible Preferred stock, $0.0001 par value; 5,000,000 shares authorized; 115,000 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively 126,122 123,230
Stockholders’ deficit:    
Common stock, $0.0001 par value; 75,000,000 shares authorized; 28,708,922 and 28,168,267 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively 3 3
Additional paid-in capital 607,463 605,286
Accumulated other comprehensive loss (9,374) (21,990)
Accumulated deficit (640,481) (601,604)
Total stockholders’ deficit (42,389) (18,305)
Total liabilities, convertible preferred stock and stockholders’ deficit $ 441,722 $ 529,522
v3.25.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Statement of Financial Position [Abstract]    
Accounts receivable, allowance for credit loss, current $ 155 $ 446
Unamortized discount, current 2,160 2,176
Unamortized discount, noncurrent $ 217 $ 1,280
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) 28,708,922 28,168,267
Common stock outstanding (in shares) 28,708,922 28,168,267
v3.25.2
Condensed Consolidated Statements of Operations (unaudited) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Revenue $ 53,383 $ 69,339 $ 117,038 $ 140,075
Cost of revenue 13,435 20,474 31,483 41,523
Gross profit 39,948 48,865 85,555 98,552
Operating expenses:        
Sales and marketing 10,771 16,791 24,527 33,809
Research and development 9,781 12,185 21,323 24,640
General and administrative 10,219 13,880 21,840 27,112
Depreciation and amortization 6,864 11,380 14,859 22,776
Divestiture-related expenses 6,879 0 8,624 0
Impairment of goodwill and other intangibles 2,469 0 2,469 87,227
Total operating expenses 46,983 54,236 93,642 195,564
Loss from operations (7,035) (5,371) (8,087) (97,012)
Other expense:        
Interest expense, net (4,136) (5,056) (6,579) (10,014)
Loss on divestitures of businesses (434) 0 (23,891) 0
Other income (expense), net (1,595) 198 (1,836) 120
Total other expense (6,165) (4,858) (32,306) (9,894)
Loss before benefit from (provision for) income taxes (13,200) (10,229) (40,393) (106,906)
Benefit from (provision for) income taxes 171 (1,210) 1,516 (663)
Net loss (13,029) (11,439) (38,877) (107,569)
Preferred stock dividends (1,454) (1,390) (2,892) (2,765)
Net loss attributable to common stockholders, basic (14,483) (12,829) (41,769) (110,334)
Net loss attributable to common stockholders, diluted $ (14,483) $ (12,829) $ (41,769) $ (110,334)
Net loss per common share:        
Net loss per common share, basic (in dollars per share) $ (0.51) $ (0.47) $ (1.47) $ (3.92)
Net loss per common share, diluted (in dollars per share) $ (0.51) $ (0.47) $ (1.47) $ (3.92)
Weighted-average common shares outstanding, basic (in shares) 28,518,839 27,348,672 28,370,711 28,133,285
Weighted-average common shares outstanding, diluted (in shares) 28,518,839 27,348,672 28,370,711 28,133,285
Total product revenue        
Revenue $ 51,666 $ 67,234 $ 113,456 $ 135,782
Subscription and support        
Revenue 50,467 65,504 110,649 132,582
Cost of revenue 12,412 19,247 29,362 39,076
Perpetual license        
Revenue 1,199 1,730 2,807 3,200
Professional services        
Revenue 1,717 2,105 3,582 4,293
Cost of revenue $ 1,023 $ 1,227 $ 2,121 $ 2,447
v3.25.2
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Statement of Comprehensive Income [Abstract]        
Net loss $ (13,029) $ (11,439) $ (38,877) $ (107,569)
Other comprehensive income (loss):        
Unrealized foreign currency translation adjustment 4,851 (208) 7,115 (2,819)
Realized foreign currency (loss) gain (1,292) 0 4,423 0
Unrealized translation gain (loss) on foreign currency denominated intercompany loans, net of taxes 4,732 (258) 6,230 (1,670)
Interest rate swaps, net of reclassifications into earnings (1,262) (2,441) (5,152) (2,279)
Other comprehensive income (loss): 7,029 (2,907) 12,616 (6,768)
Comprehensive loss $ (6,000) $ (14,346) $ (26,261) $ (114,337)
v3.25.2
Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2023 115,000        
Beginning balance at Dec. 31, 2023 $ 117,638        
Increase (Decrease) in Temporary Equity [Roll Forward]          
Dividends accrued - Convertible Preferred Stock $ 2,765        
Ending balance (in shares) at Jun. 30, 2024 115,000        
Ending balance at Jun. 30, 2024 $ 120,403        
Beginning balance (in shares) at Dec. 31, 2023   29,908,407      
Beginning balance at Dec. 31, 2023 126,294 $ 3 $ 608,995 $ 6,168 $ (488,872)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Dividends accrued - Convertible Preferred Stock (2,765)   (2,765)    
Issuance of stock under Company plans, net of shares withheld for tax (in shares)   566,044      
Issuance of stock under Company plans, net of shares withheld for tax (563)   (563)    
Stock repurchases and retirements (in shares)   (3,208,705)      
Stock repurchases and retirements (10,796)   (10,796)    
Stock-based compensation 8,655   8,655    
Unrealized foreign currency translation adjustment (2,819)        
Foreign currency translation adjustment (2,819)     (2,819)  
Realized foreign currency translation from divestitures of businesses 0        
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries (1,670)     (1,670)  
Interest rate swaps (2,279)     (2,279)  
Net loss (107,569)       (107,569)
Ending balance (in shares) at Jun. 30, 2024   27,265,746      
Ending balance at Jun. 30, 2024 $ 6,488 $ 3 603,526 (600) (596,441)
Beginning balance (in shares) at Mar. 31, 2024 115,000        
Beginning balance at Mar. 31, 2024 $ 119,013        
Increase (Decrease) in Temporary Equity [Roll Forward]          
Dividends accrued - Convertible Preferred Stock $ 1,390        
Ending balance (in shares) at Jun. 30, 2024 115,000        
Ending balance at Jun. 30, 2024 $ 120,403        
Beginning balance (in shares) at Mar. 31, 2024   27,996,656      
Beginning balance at Mar. 31, 2024 20,121 $ 3 602,813 2,307 (585,002)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Dividends accrued - Convertible Preferred Stock (1,390)   (1,390)    
Issuance of stock under Company plans, net of shares withheld for tax (in shares)   235,141      
Issuance of stock under Company plans, net of shares withheld for tax (232)   (232)    
Stock repurchases and retirements (in shares)   (966,051)      
Stock repurchases and retirements (2,798)   (2,798)    
Stock-based compensation 5,133   5,133    
Unrealized foreign currency translation adjustment (208)        
Foreign currency translation adjustment (208)     (208)  
Realized foreign currency translation from divestitures of businesses 0        
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries (258)     (258)  
Interest rate swaps (2,441)     (2,441)  
Net loss (11,439)       (11,439)
Ending balance (in shares) at Jun. 30, 2024   27,265,746      
Ending balance at Jun. 30, 2024 $ 6,488 $ 3 603,526 (600) (596,441)
Beginning balance (in shares) at Dec. 31, 2024 115,000        
Beginning balance at Dec. 31, 2024 $ 123,230        
Increase (Decrease) in Temporary Equity [Roll Forward]          
Dividends accrued - Convertible Preferred Stock $ 2,892        
Ending balance (in shares) at Jun. 30, 2025 115,000        
Ending balance at Jun. 30, 2025 $ 126,122        
Beginning balance (in shares) at Dec. 31, 2024 28,168,267 28,168,267      
Beginning balance at Dec. 31, 2024 $ (18,305) $ 3 605,286 (21,990) (601,604)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Dividends accrued - Convertible Preferred Stock (2,892)   (2,892)    
Issuance of stock under Company plans, net of shares withheld for tax (in shares)   540,655      
Issuance of stock under Company plans, net of shares withheld for tax (680)   (680)    
Stock-based compensation 5,749   5,749    
Unrealized foreign currency translation adjustment 7,115     7,115  
Realized foreign currency translation from divestitures of businesses 4,423     4,423  
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries 6,230     6,230  
Interest rate swaps (5,152)     (5,152)  
Net loss $ (38,877)       (38,877)
Ending balance (in shares) at Jun. 30, 2025 28,708,922 28,708,922      
Ending balance at Jun. 30, 2025 $ (42,389) $ 3 607,463 (9,374) (640,481)
Beginning balance (in shares) at Mar. 31, 2025 115,000        
Beginning balance at Mar. 31, 2025 $ 124,668        
Increase (Decrease) in Temporary Equity [Roll Forward]          
Dividends accrued - Convertible Preferred Stock $ 1,454        
Ending balance (in shares) at Jun. 30, 2025 115,000        
Ending balance at Jun. 30, 2025 $ 126,122        
Beginning balance (in shares) at Mar. 31, 2025   28,484,279      
Beginning balance at Mar. 31, 2025 (37,823) $ 3 606,029 (16,403) (627,452)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Dividends accrued - Convertible Preferred Stock (1,454)   (1,454)    
Issuance of stock under Company plans, net of shares withheld for tax (in shares)   224,643      
Issuance of stock under Company plans, net of shares withheld for tax (186)   (186)    
Stock-based compensation 3,074   3,074    
Unrealized foreign currency translation adjustment 4,851     4,851  
Realized foreign currency translation from divestitures of businesses (1,292)     (1,292)  
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries 4,732     4,732  
Interest rate swaps (1,262)     (1,262)  
Net loss $ (13,029)       (13,029)
Ending balance (in shares) at Jun. 30, 2025 28,708,922 28,708,922      
Ending balance at Jun. 30, 2025 $ (42,389) $ 3 $ 607,463 $ (9,374) $ (640,481)
v3.25.2
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Operating activities    
Net loss $ (38,877) $ (107,569)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 17,816 27,599
Deferred income taxes (3,532) (1,176)
Amortization of deferred costs 4,653 6,076
Foreign currency re-measurement (gain) loss 1,355 (694)
Non-cash interest, net and other income, net (621) (1,776)
Non-cash stock-based compensation expense 5,749 8,655
Non-cash loss on impairment of goodwill and other intangibles 2,469 87,227
Non-cash loss on divestitures of businesses 23,891 0
Non-cash loss on retirement of fixed assets 52 18
Changes in operating assets and liabilities:    
Accounts receivable 11,258 8,362
Prepaid expenses and other current assets (727) (3,603)
Other assets (3,189) (4,907)
Accounts payable (4,994) (613)
Accrued expenses and other liabilities 1,072 706
Deferred revenue (4,781) (7,714)
Net cash provided by operating activities 11,594 10,591
Investing activities    
Purchase of property and equipment (1,058) (457)
Proceeds from the divestitures of businesses, net of cash transferred 9,063 0
Net cash provided by (used in) investing activities 8,005 (457)
Financing activities    
Payments of debt costs (7) (77)
Payments on notes payable (35,575) (2,700)
Stock repurchases and retirement 0 (10,958)
Taxes paid related to net share settlement of equity awards (680) (563)
Net cash used in financing activities (36,262) (14,298)
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash 1,248 (20)
Change in cash, cash equivalents and restricted cash (15,415) (4,184)
Cash, cash equivalents and restricted cash, beginning of period 57,052 236,559
Cash, cash equivalents and restricted cash, end of period 41,637 232,375
Supplemental disclosures of cash flow information:    
Cash paid for interest, net of interest rate swaps 8,048 17,565
Cash paid for taxes, net of refunds 5,148 3,162
Non-cash investing and financing activities:    
Note receivable from divestiture of product lines, net of discount $ 4,881 $ 0
v3.25.2
Organization and Nature of Operations
 6 Months Ended
Jun. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Nature of Operations
1. Organization and Nature of Operations
Upland Software, Inc., together with its wholly owned subsidiaries (“Upland,” “we,” “us,” “our,” or the “Company”), a Delaware corporation headquartered in Austin, Texas, is a leader in AI-powered knowledge and content management software. Our solutions help enterprises unlock critical knowledge, automate content workflows, and drive measurable ROI—enhancing customer and employee experiences while supporting regulatory compliance. More than 1,100 enterprise customers rely on Upland to solve complex challenges and provide a trusted path for AI adoption. 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.
v3.25.2
Basis of Presentation and Summary of Significant Accounting Policies
 6 Months Ended
Jun. 30, 2025
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 condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of Upland Software, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. No material changes have been made to the Company’s significant accounting policies disclosed in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in our Annual Report.
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, in all material respects, and include all adjustments of a normal recurring nature necessary for a fair presentation. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other period.
The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2024 Annual Report on Form 10-K.
Use of Estimates
The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed 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, impairment of goodwill, intangibles and long-lived assets, the useful lives of intangible assets and property and equipment, the fair value of the Company’s interest rate swaps 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 July 31, 2025, the date of issuance of this Quarterly Report on Form 10-Q. 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.
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 June 30, 2025 and December 31, 2024, we had $0.6 million of restricted cash deposited in a restricted account as collateral for the letter of credit. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands):
6/30/202512/31/2024
Cash and cash equivalents$41,011 $56,426 
Restricted cash626 626 
Total cash, cash equivalents and restricted cash$41,637 $57,052 
Concentrations of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, accounts receivable, other assets and the Company’s interest rate swaps. 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 and generally does not require collateral. 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.
No individual customer represented more than 10% of total revenues for the six months ended June 30, 2025, or more than 10% of accounts receivable as of June 30, 2025 or December 31, 2024.
Recent Accounting Pronouncements
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. The ASU is effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the new standard on its income tax disclosures and expects to adopt the standard for the fiscal year ending December 31, 2025. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements but anticipates expanded disclosures in its annual reporting.
v3.25.2
Fair Value Measurements
 6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements
3. Fair Value Measurements
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.
The Company’s financial instruments consist principally of cash and cash equivalents, money market funds, accounts receivable, accounts payable, interest rate swaps, and debt. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities.
Assets measured at fair value on a recurring basis are summarized below (in thousands):
 Fair Value Measurements at June 30, 2025
(unaudited)
 Level 1Level 2Level 3Total
Assets:
Cash equivalents - money market funds$21,573 $— $— $21,573 
Interest rate swaps— 5,094 — 5,094 
Total$21,573 $5,094 $— $26,667 

 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 
Money market funds included in cash and cash equivalents are highly-liquid investments and are measured at fair value using quoted market prices and active markets, therefore are categorized as Level 1.
The fair value of the Company's interest rate swaps are measured at the end of each interim reporting period based on the then assessed fair value. As the fair value measure is based on the market approach, they are categorized as Level 2.
The Company believes the carrying value of its long-term debt at June 30, 2025 approximates its fair value based on its variable interest rate feature and interest rates currently available to the Company. The estimated fair value of the Company's debt, before debt discount, at June 30, 2025 and December 31, 2024 was $258.1 million and $293.7 million, respectively, based on valuation methodologies using interest rates currently available to the Company which are Level 2 inputs.
The Company’s non-financial assets, such as property and equipment, goodwill and intangible assets, are recorded at fair value upon a business combination and are remeasured at fair value only if an impairment charge is recognized. The Company uses unobservable inputs to the valuation methodologies that are significant to the fair value measurements, and the valuations require management’s judgment due to the absence of quoted market prices. The Company determines the fair value of its held and used assets, goodwill and intangible assets using an income, cost or market approach as determined reasonable. As the fair value measures are based on unobservable inputs, they are categorized as Level 3.
v3.25.2
Goodwill and Other Intangible Assets
 6 Months Ended
Jun. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets 4. Goodwill and Other Intangible Assets
Changes in the Company’s goodwill balance for the six months ended June 30, 2025 are summarized in the table below (in thousands):
Balance at December 31, 2024$260,976 
Divestitures of businesses(8,633)
Foreign currency translation adjustment8,362 
Balance at June 30, 2025$260,705 
The Company reviews its 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.
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. 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
June 30, 2025:(unaudited)
Customer relationships
2-10
$226,776 $159,393 $67,383 
Trade name
1.5-10
6,357 5,936 421 
Developed technology
4-9
62,571 53,983 8,588 
Favorable Leases6.3270 149 121 
Total intangible assets$295,974 $219,461 $76,513 
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 Leases6.3258 122 136 
Total intangible assets$443,669 $319,766 $123,903 
During the three and six months ended June 30, 2025, the Company divested certain product lines and their related intangible assets which resulted in a reduction of $31.9 million in the net carrying value of intangible assets. See Note 12. Divestitures.
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. During the three months ended June 30, 2025, the Company identified a triggering event related to certain intangible assets associated with Sunset Assets and performed a valuation of certain long-lived assets in accordance with ASC 360 Impairment and Disposal of Long-Lived Assets. The Company used a discounted cash flow analysis to estimate the fair value of the long-lived asset group. As a result of the valuation, during the three months ended June 30, 2025 the Company recorded a $2.5 million of impairment charge related to intangible assets associated with certain Sunset Assets. No impairments of intangibles were recorded during the three and six months ended June 30, 2024.
Total amortization expense was $7.9 million and $17.3 million during the three and six months ended June 30, 2025, respectively, and $13.5 million and $27.0 million for the three and six months ended June 30, 2024, respectively.
v3.25.2
Income Taxes
 6 Months Ended
Jun. 30, 2025
Income Tax Disclosure [Abstract]  
Income Taxes
5. Income Taxes
The Company’s income tax provision for the three and six months ended June 30, 2025 and June 30, 2024 reflects its estimate of the effective tax rates expected to be applicable for the full years, adjusted for any discrete events that are recorded in the period in which they occur. The estimates are re-evaluated each quarter based on the estimated tax expense for the full year.
The income tax benefit of $0.2 million and $1.5 million for the three and six months ended June 30, 2025, respectively, is primarily related to the deferred tax benefit due to the divestitures of businesses during the periods. This tax benefit is offset by income taxes associated with U.S. and non-U.S. operations.
The income tax provision of $1.2 million and $0.7 million for the three and six months ended June 30, 2024, respectively, is largely comprised of foreign income taxes associated with our combined non-U.S. operations which is partially offset by the non-cash deferred tax impacts of the goodwill impairment booked during the first quarter of 2024.
The Company historically incurred operating losses in the United States prior to 2021 and, given its cumulative losses and limited history of profits, has recorded a valuation allowance against its United States net deferred tax assets, exclusive of tax deductible goodwill, at June 30, 2025 and December 31, 2024, respectively.
The Company has reflected uncertain tax positions primarily within its long-term taxes payable and a portion within deferred tax assets for which the balance is immaterial at June 30, 2025. The Company and its subsidiaries file tax returns in the U.S. federal jurisdiction, several U.S. state jurisdictions and several foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years ending before December 31, 2021 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2020, other than where cross-border transactions extend the statute of limitations. U.S. operating losses generated in years prior to 2021 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized.
v3.25.2
Debt
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt
6. Debt
Long-term debt consisted of the following (in thousands):
June 30, 2025December 31, 2024
Senior secured loans (includes unamortized discount of $2,377 and $3,456 based on an imputed interest rate of 6.7% and 6.6%, at June 30, 2025 and December 31, 2024, respectively)
$255,698 $290,194 
Less current maturities(3,240)(3,224)
Total long-term debt$252,458 $286,970 
In 2019, the Company entered into a credit agreement (the “Credit Facility”) which provided for (i) fully-drawn, 7 year, senior secured term loans (the “Term Loans”) maturing August 6, 2026 and (ii) a $60 million, 5 year, revolving credit facility (the “Revolver”) which matured August 6, 2024.
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 rate (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 is 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 June 30, 2025, the floating interest rate was 8.2%.
Covenants
The Credit Facility contains customary affirmative and negative covenants. The Term Loans are secured by substantially all of the Company's assets.
As of June 30, 2025, the Company was in compliance with all covenants under the Credit Facility.
Interest rate swaps
The Company has floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt, effectively converting a portion of the balance of the Company's Term Loans from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4% through the maturity of the Term Loans. At the time the Company entered into the interest rate swap agreements, the Company designated all of the swaps as cash flow hedges and as such changes in fair value were recorded to accumulated other comprehensive income (loss) and reclassified to interest expense, net when the underlying transaction affected earnings.
In August 2024, the Company de-designated all of the interest rate swaps and the realized and unrealized gains previously recognized as a component of accumulated other comprehensive income (loss) are being amortized to interest expense, net as interest is accrued or prepayments are made on the Company’s Term Loans. Subsequent to the de-designation, changes in the fair value of the interest rate swaps are recorded to interest expense, net. For the three and six months ended June 30, 2025, total unrealized change in the interest rate swaps fair value of $1.3 million and $3.4 million was recognized in interest expense, net, respectively.
Notional amounts under the interest rate swaps were $216.3 million and $255.8 million at June 30, 2025 and December 31, 2024, respectively.
Amounts previously reported in accumulated other comprehensive loss related to the Company's derivatives are reclassified to interest expense, net as interest is accrued on the Company’s variable-rate debt or prepayments on the Term Loans are made. The impact of the Company’s derivative financial instruments on its condensed consolidated statements of comprehensive (loss) income for the three and six months ended June 30, 2025 and June 30, 2024 was as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps$— $(956)— $663 
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net(1,262)(1,485)(5,152)(2,942)
Total Other comprehensive income (loss) on interest rate swaps$(1,262)$(2,441)$(5,152)$(2,279)
Cash interest costs averaged 5.9% and 7.2% for the six months ended June 30, 2025 and 2024, respectively.
See Note 14. Subsequent Events regarding the refinancing of the Company’s outstanding Term Loans subsequent to quarter end.
v3.25.2
Net Loss Per Share
 6 Months Ended
Jun. 30, 2025
Earnings Per Share [Abstract]  
Net Loss Per Share
7. Net Loss Per Share
The Company computes loss per share of our common stock, par value $0.0001 per share (“Common Stock”) and Series A Preferred Stock, par value $0.0001 per share (“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. The Company considers 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 forth the computations of loss per share (in thousands, except share and per share amounts):
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Numerator:
Net Loss$(13,029)$(11,439)$(38,877)$(107,569)
Preferred stock dividends and accretion(1,454)(1,390)(2,892)(2,765)
Net loss attributable to common stockholders$(14,483)$(12,829)$(41,769)$(110,334)
Denominator:
Weighted–average common shares outstanding, basic and diluted28,518,839 27,348,672 28,370,711 28,133,285 
Net loss per common share, basic and diluted$(0.51)$(0.47)$(1.47)$(3.92)
Due to the net losses for the three and six months ended June 30, 2025 and June 30, 2024, respectively, basic and diluted loss per share were the same. The Company uses 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 units and performance-based restricted stock units.
Contingently issuable shares associated with outstanding performance-based restricted stock units (each, a “PSU”) were not included in the basic earnings per share calculations for the periods presented, as the applicable vesting conditions had not been satisfied.
Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be antidilutive. Performance-based restricted stock units are considered dilutive when the related performance criteria have been met assuming the end of the reporting period represents the end of the performance period. All potential shares of common stock are antidilutive in periods of net loss. Potential shares of common stock not included in the computation of earnings per share because their effect would have been antidilutive or because the performance criterion was not met were as follows (in thousands):
 June 30,
 20252024
Stock options87,561 122,530 
Restricted stock units
2,338,055 2,716,299 
Performance restricted stock units350,000 350,000 
Series A Preferred Stock on an if-converted basis(1)
7,467,267 7,140,482 
Total anti–dilutive common share equivalents10,242,883 10,329,311 
(1) As of June 30, 2025, the Series A Preferred Stock plus accumulated dividends totaled $130.7 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “Note 9. Mezzanine Equity”.
v3.25.2
Commitments and Contingencies
 6 Months Ended
Jun. 30, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
8. 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.
Litigation
In the normal course of business, the Company is involved in various lawsuits and legal proceedings. The Company does not anticipate that any current or pending legal proceedings will have a material adverse effect on the Company's condensed consolidated balances sheets or condensed consolidated statements of operations.
Letter of Credit
In conjunction with an 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 June 30, 2025.
v3.25.2
Mezzanine Equity
 6 Months Ended
Jun. 30, 2025
Temporary Equity Disclosure [Abstract]  
Mezzanine Equity
9. 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”). 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 of $4.6 million comprised of transaction fees, and financial advisory and legal expenses which reduced the carrying value of the Series A Preferred Stock. 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 ranks 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 the 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 $15.7 million as of June 30, 2025, representing 895,839 Common Stock shares upon conversion at $17.50 per share.
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 June 30, 2025, the Liquidation Preference of the Series A Preferred Stock plus accrued and unpaid dividends was $130.7 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-converted basis. The holders of the Series A Preferred Stock will have the right to elect one member of the Board of Directors of the Company (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).
v3.25.2
Stockholders' Deficit
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Stockholders' Deficit
10. Stockholders' Deficit
Common Stock
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.
Share repurchase program
In September 2023, the Board of Directors authorized a stock repurchase program (the “Share Repurchase Plan”) in the aggregate amount of up to $25 million that allowed the Company to repurchase shares of its issued and outstanding Common Stock. The Share Repurchase Plan expired in May 2024 when the Company had repurchased all shares authorized for repurchase.
Tax Benefit Preservation Plan and Preferred Stock Purchase Rights
Effective June 5, 2024, 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” and collectively the “2024 Rights”) for each outstanding share of Common Stock payable as of June 15, 2024. In connection with the 2024 Tax Benefit Preservation Plan, 27,030,605 2024 Rights were issued. 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 2024 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, subject to adjustment as provided in the 2024 Tax Benefit Preservation Plan. Until a 2024 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 may adjust the Purchase Price, the number of shares of Series B Preferred issuable and the number of outstanding 2024 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 $0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the payment made on one share of Common Stock, whichever is greater.
•Will have the same voting power as one share of Common Stock.
•If shares of Common Stock are exchanged as a result of a merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Common Stock.
Accumulated Other Comprehensive Income (Loss)
Comprehensive income consists of two elements, net loss and other comprehensive income (loss). Other comprehensive income (loss) items are recorded in the stockholders’ deficit section of our condensed consolidated balance sheets and are excluded from net loss. Our other comprehensive income consists primarily of foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S. dollar, unrealized translation losses on intercompany loans with foreign subsidiaries, and realized and unrealized gains on interest rate swaps.
The following table shows the components of accumulated other comprehensive loss, net of income taxes, (“AOCI”) in the stockholders’ deficit section of our condensed consolidated balance sheets at the dates indicated (in thousands):
June 30, 2025December 31, 2024
Unrealized foreign currency translation adjustment, net of realized amounts reclassified into loss from divestitures of businesses$(14,634)$(26,172)
Unrealized translation gains (losses) on intercompany loans with foreign subsidiaries, net of taxes(247)(6,477)
Unrealized gains on interest rate swaps, net of amounts reclassified into interest expense, net5,362 9,033 
Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net145 1,626 
Total accumulated other comprehensive loss$(9,374)$(21,990)
During the six months ended June 30, 2025, the Company divested certain product lines and reclassified $4.4 million of the cumulative foreign currency translation adjustment as a component of the loss on divestitures. See Note 12. Divestitures. The Company has intercompany loans that were used to fund the acquisitions of foreign subsidiaries. Due to the long-term nature of the loans, the unrealized translation gains (losses) resulting from re-measurement are recognized as a component of AOCI. The unrealized translation losses on intercompany loans with foreign subsidiaries as of June 30, 2025 and December 31, 2024 are net of income tax of $1.7 million and $1.4 million, respectively. The tax benefit related to unrealized translation gains (losses) on intercompany loans for the three and six months ended June 30, 2025 was $0.3 million and $0.3 million, respectively and for the three and six months ended June 30, 2024 was $0.1 million benefit and $0.2 million benefit, respectively. The income tax expense/benefit allocated to each component of other comprehensive income for all other periods and components is not material. The Company reclassifies taxes from AOCI to earnings as the items to which the tax effects relate are similarly reclassified.
The functional currency of our foreign subsidiaries are the local currencies. Results of operations for foreign subsidiaries are translated into United States dollars (“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 in a separate component of stockholders' deficit in AOCI.
Stock-Based Compensation
The Company’s stock-based compensation generally includes awards of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). Key employees, officers and directors of the Company and its consultants or advisors are eligible to receive awards.
The following table summarizes PSU and RSU activity during the six months ended June 30, 2025:
Number of UnitsWeighted-Average Grant Date Fair Value
Unvested restricted units outstanding as of December 31, 20242,277,132 $5.36 
Granted1,840,000 5.02 
Vested(911,867)5.16 
Forfeited(517,210)4.61 
Unvested restricted units outstanding as of June 30, 20252,688,055 $5.34 
The PSU and RSU activity table above includes 100,000 PSUs granted in 2023 and 250,000 PSUs granted in 2025 based on a 100% target payout.
Compensation cost related to awards is based on the fair market value at the time of the grant. The fair value of the RSUs is determined based on the grant date fair value of the award. Compensation expense for RSUs is recognized over the required service period of the grant. The PSUs vest upon the achievement of specified market performance thresholds. The PSUs have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance up to a maximum of 200% and 300%, depending on the specified performance condition and the level of achievement obtained, for the 2023 PSUs and 2025 PSUs, respectively. The fair value of PSUs is determined using the Monte Carlo simulation model. Compensation expense for PSUs is recognized over the requisite service period and is not subject to adjustment regardless of whether the PSUs meet the performance metric.
The significant assumptions used in the Monte Carlo simulation model for the PSUs granted during the six months ended June 30, 2025 was as follows:
Expected volatility
81.9%
Risk-free interest rate
4.2%
Remaining performance period (in years)
 3.08
Dividend yield—
The Company recognizes stock-based compensation expense from all awards in the following expense categories included in our condensed consolidated statements of income (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Cost of revenue$143 $199 $264 $385 
Research and development318 638 608 1,244 
Sales and marketing52 362 304 759 
General and administrative2,561 3,934 4,573 6,267 
Total$3,074 $5,133 $5,749 $8,655 
v3.25.2
Revenue Recognition
 6 Months Ended
Jun. 30, 2025
Revenue from Contract with Customer [Abstract]  
Revenue Recognition
11. 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 revenues 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 are 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 majority of 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 is 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 condensed 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 condensed consolidated balance sheets at the end of each reporting period.
Deferred revenue primarily consists 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 June 30, 2025 and December 31, 2024, unbilled receivables were $4.8 million and $3.4 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 average contractual renewal term of 18 months. We utilize the 'portfolio approach' practical expedient permitted under ASC 606-10-10-4, 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 in current assets as deferred commissions, current, and the remainder is recorded in long-term assets as deferred commissions, net of current portion. Amortization expense is included in sales and marketing expenses in the accompanying condensed 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. No indicators of impairment were identified during the six months ended June 30, 2025.
Amortization of deferred commissions in excess of commissions capitalized for the three and six months ended June 30, 2025 was $0.3 million and $1.1 million, respectively and for the three and six months ended June 30, 2024 was $0.3 million and $1.0 million, respectively.
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 six months ended June 30, 2025, we recognized $21.2 million and $0.5 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 June 30, 2025, approximately $169.4 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 72% 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 United States, United Kingdom and Canada. Information about these operations is presented below (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Revenues:
Subscription and support:
   United States$37,046 $47,342 $80,770 $95,066 
   United Kingdom5,207 8,397 12,788 17,472 
   Canada3,010 3,217 6,022 6,545 
   Other International5,204 6,548 11,069 13,499 
      Total subscription and support revenue50,467 65,504 110,649 132,582 
Perpetual license:
   United States524 879 972 1,570 
   United Kingdom67 56 185 155 
   Canada58 93 145 152 
   Other International550 702 1,505 1,323 
      Total perpetual license revenue1,199 1,730 2,807 3,200 
Professional services:
   United States1,041 1,212 2,128 2,445 
   United Kingdom188 243 463 514 
   Canada157 146 346 334 
   Other International331 504 645 1,000 
      Total professional service revenue1,717 2,105 3,582 4,293 
Total revenue$53,383 $69,339 $117,038 $140,075 
v3.25.2
Divestitures
 6 Months Ended
Jun. 30, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Divestitures
12. Divestitures
The Company completed the divestitures of certain product lines for combined total consideration of $10.0 million for the three months ended June 30, 2025 and $15.5 million with up to $4.0 million in earn-outs over the next 2 years for the six months ended June 30, 2025. Total consideration for the three months ended June 30, 2025 included a secured promissory note in the principal amount of $5.5 million to be repaid quarterly over 5 years bearing interest at 10% annually. The Company recognized the promissory note at its fair value of $4.9 million on the date of sale. The Company evaluated the collectability of the promissory note at June 30, 2025 and based on that evaluation the Company provided a $1.5 million reserve during the three months ended June 30, 2025 which is recorded as an additional loss on the divestiture of the product lines. At June 30, 2025, the book value of the note was $3.4 million. The Company will continue to monitor the collectability of the note and will record adjustments to the estimated net realizable value as deemed necessary until the note is settled. This note matures in 2030. At June 30, 2025, the current portion of the promissory note of $0.9 million is recorded in prepaid and other current assets on the Company’s condensed consolidated balance sheets and the long-term portion of the promissory note of $2.5 million is recorded in other assets on the Company’s condensed consolidated balance sheets.
The Company's interest in this note receivable is a variable interest and the underlying entity is a variable interest entity (“VIE”). The Company is not the primary beneficiary of this VIE because the Company does not individually have the power to direct the activities that are most significant to the entity and accordingly, the VIE is not consolidated.
For the three and six months ended June 30, 2025, the combined net losses on divestitures were $0.4 million and $23.9 million, respectively. The Company incurred divestiture-related expenses of $6.9 million and $8.6 million, respectively, during the three and six months ended June 30, 2025 which are recorded in divestiture-related expenses on the Company’s condensed consolidated statements of operations. In conjunction with the divestitures, the Company terminated a legacy vendor contract related to out-sourced research and development for a one-time fee of $5.2 million which is included in divestiture-related expenses in the condensed consolidated statements of operations for the three months ended June 30, 2025.
As part of the divestitures, the Company entered into transition services agreements (each a “TSA”) with each of the buyers to assist them in the transition of certain functions, including, but not limited to, information technology, finance and accounting, for an initial
period of 60 - 120 days unless extended by mutual agreement. The Company has $1.8 million in receivables from the buyers for the TSA services recorded in prepaid expenses and other current assets in the condensed consolidated balance sheets at June 30, 2025.
v3.25.2
Segment Information
 6 Months Ended
Jun. 30, 2025
Segment Reporting [Abstract]  
Segment Information
13. Segment Information
The Company’s Chief Executive Officer is considered to be the Company’s chief operating decision-maker (“CODM”). The 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. Accordingly, the Company has determined that it is a single operating and reporting segment structure. 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 condensed 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 condensed consolidated statements of operations. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.
v3.25.2
Subsequent Events
 6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events
14. Subsequent Events
On July 25, 2025 (the “Closing Date”), the Company entered into a Credit Agreement (the “Credit Agreement”) which provides for (i) a senior secured term loan facility in the aggregate principal amount of $240.0 million (the “Term Loan”) and (ii) a senior secured revolving credit facility in the aggregate principal amount of $30.0 million (the “Revolving Facility” and together with the Term Loan, the “Credit Facilities”).
On the Closing Date the proceeds of the Term Loan, together with cash on hand, were used to redeem all of the $258.1 million outstanding aggregate principal amount of the Company’s previous senior secured credit facility. The Term Loan will mature on July 25, 2031 and bear an interest rate of the secured overnight financing rate, which shall not be less than 1.5%, plus a margin of 6.0% per annum (with step downs and a potential step up at specified leverage levels). The Term Loan also includes (i) a covenant tested quarterly which limits the consolidated secured leverage ratio to 6.0 to 1.0 or under and (ii) certain other changes to the terms of the Credit Agreement, including with respect to certain negative covenants. Payments on the Term Loan will be due quarterly in amounts equal to (a) 2.50% per annum of the original principal amount of the Term Loan commencing beginning December 31, 2025 through September 30, 2026, (b) 1.75% per annum of the original principal amount of the Term Loan commencing December 31, 2026 through September 30, 2027, and (c) 1.00% per annum of the original principal amount of the Term Loan commencing December 31, 2027 and continuing each fiscal quarter thereafter, with the balance payable on the final maturity date.
The Revolving Facility will mature on July 25, 2031 and will bear the same interest rate as the Term Loan. The Revolving Facility will be subject to the same covenants and terms as the Term Loan. The proceeds of loans under the Revolving Facility will be used by the Company from time to time after the Closing Date for working capital and other general corporate purposes.
The Credit Facilities contains customary representations, warranties, covenants, including financial covenant, and events of default. The Credit Facilities are secured by substantially all of the Company’s assets, subject to certain exclusions.
v3.25.2
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Pay vs Performance Disclosure        
Net loss $ (13,029) $ (11,439) $ (38,877) $ (107,569)
v3.25.2
Insider Trading Arrangements
 3 Months Ended
Jun. 30, 2025
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
v3.25.2
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 2025
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of Upland Software, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. No material changes have been made to the Company’s significant accounting policies disclosed in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in our Annual Report.
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, in all material respects, and include all adjustments of a normal recurring nature necessary for a fair presentation. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other period.
The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2024 Annual Report on Form 10-K.
Consolidation, Policy
Basis of Presentation
These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of Upland Software, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. No material changes have been made to the Company’s significant accounting policies disclosed in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in our Annual Report.
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, in all material respects, and include all adjustments of a normal recurring nature necessary for a fair presentation. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other period.
The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2024 Annual Report on Form 10-K.
Use of Estimates
Use of Estimates
The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed 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, impairment of goodwill, intangibles and long-lived assets, the useful lives of intangible assets and property and equipment, the fair value of the Company’s interest rate swaps 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 July 31, 2025, the date of issuance of this Quarterly Report on Form 10-Q. 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.
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.
Concentrations of Credit Risk and Significant Customers
Concentrations of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, accounts receivable, other assets and the Company’s interest rate swaps. 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 and generally does not require collateral. 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.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
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. The ASU is effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the new standard on its income tax disclosures and expects to adopt the standard for the fiscal year ending December 31, 2025. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements but anticipates expanded disclosures in its annual reporting.
Fair Value Measurements
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.
The Company’s financial instruments consist principally of cash and cash equivalents, money market funds, accounts receivable, accounts payable, interest rate swaps, and debt. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities.
Revenue Recognition Policy
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 revenues 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 are 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 majority of 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 is 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 condensed 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 condensed consolidated balance sheets at the end of each reporting period.
Deferred revenue primarily consists 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 average contractual renewal term of 18 months. We utilize the 'portfolio approach' practical expedient permitted under ASC 606-10-10-4, 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 in current assets as deferred commissions, current, and the remainder is recorded in long-term assets as deferred commissions, net of current portion. Amortization expense is included in sales and marketing expenses in the accompanying condensed 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.
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.
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.
v3.25.2
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
 6 Months Ended
Jun. 30, 2025
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 condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands):
6/30/202512/31/2024
Cash and cash equivalents$41,011 $56,426 
Restricted cash626 626 
Total cash, cash equivalents and restricted cash$41,637 $57,052 
v3.25.2
Fair Value Measurements (Tables)
 6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Schedule of Liabilities Measured at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis are summarized below (in thousands):
 Fair Value Measurements at June 30, 2025
(unaudited)
 Level 1Level 2Level 3Total
Assets:
Cash equivalents - money market funds$21,573 $— $— $21,573 
Interest rate swaps— 5,094 — 5,094 
Total$21,573 $5,094 $— $26,667 

 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 
v3.25.2
Goodwill and Other Intangible Assets (Tables)
 6 Months Ended
Jun. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
Changes in the Company’s goodwill balance for the six months ended June 30, 2025 are summarized in the table below (in thousands):
Balance at December 31, 2024$260,976 
Divestitures of businesses(8,633)
Foreign currency translation adjustment8,362 
Balance at June 30, 2025$260,705 
Schedule of Intangible Assets, Net 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
June 30, 2025:(unaudited)
Customer relationships
2-10
$226,776 $159,393 $67,383 
Trade name
1.5-10
6,357 5,936 421 
Developed technology
4-9
62,571 53,983 8,588 
Favorable Leases6.3270 149 121 
Total intangible assets$295,974 $219,461 $76,513 
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 Leases6.3258 122 136 
Total intangible assets$443,669 $319,766 $123,903 
v3.25.2
Debt (Tables)
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
Long-term debt consisted of the following (in thousands):
June 30, 2025December 31, 2024
Senior secured loans (includes unamortized discount of $2,377 and $3,456 based on an imputed interest rate of 6.7% and 6.6%, at June 30, 2025 and December 31, 2024, respectively)
$255,698 $290,194 
Less current maturities(3,240)(3,224)
Total long-term debt$252,458 $286,970 
Schedule of Debt, Interest Rate Swap The impact of the Company’s derivative financial instruments on its condensed consolidated statements of comprehensive (loss) income for the three and six months ended June 30, 2025 and June 30, 2024 was as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps$— $(956)— $663 
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net(1,262)(1,485)(5,152)(2,942)
Total Other comprehensive income (loss) on interest rate swaps$(1,262)$(2,441)$(5,152)$(2,279)
v3.25.2
Net Loss Per Share (Tables)
 6 Months Ended
Jun. 30, 2025
Earnings Per Share [Abstract]  
Schedule of Computation of Loss Per Share
The following table sets forth the computations of loss per share (in thousands, except share and per share amounts):
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Numerator:
Net Loss$(13,029)$(11,439)$(38,877)$(107,569)
Preferred stock dividends and accretion(1,454)(1,390)(2,892)(2,765)
Net loss attributable to common stockholders$(14,483)$(12,829)$(41,769)$(110,334)
Denominator:
Weighted–average common shares outstanding, basic and diluted28,518,839 27,348,672 28,370,711 28,133,285 
Net loss per common share, basic and diluted$(0.51)$(0.47)$(1.47)$(3.92)
Schedule of Anti–dilutive Common Share Equivalents Potential shares of common stock not included in the computation of earnings per share because their effect would have been antidilutive or because the performance criterion was not met were as follows (in thousands):
 June 30,
 20252024
Stock options87,561 122,530 
Restricted stock units
2,338,055 2,716,299 
Performance restricted stock units350,000 350,000 
Series A Preferred Stock on an if-converted basis(1)
7,467,267 7,140,482 
Total anti–dilutive common share equivalents10,242,883 10,329,311 
(1) As of June 30, 2025, the Series A Preferred Stock plus accumulated dividends totaled $130.7 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “Note 9. Mezzanine Equity”.
v3.25.2
Stockholders' Deficit (Tables)
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Loss
The following table shows the components of accumulated other comprehensive loss, net of income taxes, (“AOCI”) in the stockholders’ deficit section of our condensed consolidated balance sheets at the dates indicated (in thousands):
June 30, 2025December 31, 2024
Unrealized foreign currency translation adjustment, net of realized amounts reclassified into loss from divestitures of businesses$(14,634)$(26,172)
Unrealized translation gains (losses) on intercompany loans with foreign subsidiaries, net of taxes(247)(6,477)
Unrealized gains on interest rate swaps, net of amounts reclassified into interest expense, net5,362 9,033 
Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net145 1,626 
Total accumulated other comprehensive loss$(9,374)$(21,990)
Schedule of PRSU Activity
The following table summarizes PSU and RSU activity during the six months ended June 30, 2025:
Number of UnitsWeighted-Average Grant Date Fair Value
Unvested restricted units outstanding as of December 31, 20242,277,132 $5.36 
Granted1,840,000 5.02 
Vested(911,867)5.16 
Forfeited(517,210)4.61 
Unvested restricted units outstanding as of June 30, 20252,688,055 $5.34 
Schedule of RSU activity
The following table summarizes PSU and RSU activity during the six months ended June 30, 2025:
Number of UnitsWeighted-Average Grant Date Fair Value
Unvested restricted units outstanding as of December 31, 20242,277,132 $5.36 
Granted1,840,000 5.02 
Vested(911,867)5.16 
Forfeited(517,210)4.61 
Unvested restricted units outstanding as of June 30, 20252,688,055 $5.34 
Schedule of Valuation Assumptions
The significant assumptions used in the Monte Carlo simulation model for the PSUs granted during the six months ended June 30, 2025 was as follows:
Expected volatility
81.9%
Risk-free interest rate
4.2%
Remaining performance period (in years)
 3.08
Dividend yield—
Schedule of Allocated Share-Based Compensation Expense
The Company recognizes stock-based compensation expense from all awards in the following expense categories included in our condensed consolidated statements of income (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Cost of revenue$143 $199 $264 $385 
Research and development318 638 608 1,244 
Sales and marketing52 362 304 759 
General and administrative2,561 3,934 4,573 6,267 
Total$3,074 $5,133 $5,749 $8,655 
v3.25.2
Revenue Recognition (Tables)
 6 Months Ended
Jun. 30, 2025
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue The Company has operations primarily in the United States, United Kingdom and Canada. Information about these operations is presented below (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Revenues:
Subscription and support:
   United States$37,046 $47,342 $80,770 $95,066 
   United Kingdom5,207 8,397 12,788 17,472 
   Canada3,010 3,217 6,022 6,545 
   Other International5,204 6,548 11,069 13,499 
      Total subscription and support revenue50,467 65,504 110,649 132,582 
Perpetual license:
   United States524 879 972 1,570 
   United Kingdom67 56 185 155 
   Canada58 93 145 152 
   Other International550 702 1,505 1,323 
      Total perpetual license revenue1,199 1,730 2,807 3,200 
Professional services:
   United States1,041 1,212 2,128 2,445 
   United Kingdom188 243 463 514 
   Canada157 146 346 334 
   Other International331 504 645 1,000 
      Total professional service revenue1,717 2,105 3,582 4,293 
Total revenue$53,383 $69,339 $117,038 $140,075 
v3.25.2
Organization and Nature of Operations (Details)
Jun. 30, 2025
customer
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of customers 1,100
v3.25.2
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ in Millions
Jun. 30, 2025
Dec. 31, 2024
Accounting Policies [Abstract]    
Restricted cash $ 0.6 $ 0.6
v3.25.2
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Restrictions on Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Jun. 30, 2024
Dec. 31, 2023
Accounting Policies [Abstract]        
Cash and cash equivalents $ 41,011 $ 56,426    
Restricted cash 626 626    
Total cash, cash equivalents and restricted cash $ 41,637 $ 57,052 $ 232,375 $ 236,559
v3.25.2
Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring Measurement Basis - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents - money market funds $ 21,573 $ 40,428
Total 26,667 50,170
Interest rate swap    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swaps 5,094 9,742
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents - money market funds 21,573 40,428
Total 21,573 40,428
Level 1 | Interest rate swap    
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 5,094 9,742
Level 2 | Interest rate swap    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swaps 5,094 9,742
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 swap    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Interest rate swaps $ 0 $ 0
v3.25.2
Fair Value Measurements - Narrative (Details) - USD ($)
$ in Millions
Jun. 30, 2025
Dec. 31, 2024
Level 2 | Recurring Measurement Basis    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt instrument, fair value $ 258.1 $ 293.7
v3.25.2
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details)
$ in Thousands
 6 Months Ended
Jun. 30, 2025
USD ($)
Goodwill [Roll Forward]  
Beginning balance $ 260,976
Divestitures of businesses (8,633)
Foreign currency translation adjustment 8,362
Ending balance $ 260,705
v3.25.2
Goodwill and Other Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 295,974 $ 443,669
Accumulated Amortization 219,461 319,766
Net Carrying Amount 76,513 123,903
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 226,776 348,524
Accumulated Amortization 159,393 239,563
Net Carrying Amount $ 67,383 $ 108,961
Customer relationships | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated Useful Life (Years) 2 years 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 $ 6,357 $ 9,329
Accumulated Amortization 5,936 7,949
Net Carrying Amount $ 421 $ 1,380
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 $ 62,571 $ 85,558
Accumulated Amortization 53,983 72,132
Net Carrying Amount $ 8,588 $ 13,426
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 $ 270 $ 258
Accumulated Amortization 149 122
Net Carrying Amount $ 121 $ 136
v3.25.2
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]        
Reduction of net carrying value of intangible assets $ 31.9   $ 31.9  
Impairment of intangible assets 2.5 $ 0.0   $ 0.0
Amortization charge of intangible assets $ 7.9 $ 13.5 $ 17.3 $ 27.0
v3.25.2
Income Taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Income Tax Disclosure [Abstract]        
(Benefit from) provision for income taxes $ (171) $ 1,210 $ (1,516) $ 663
v3.25.2
Debt - Schedule of Long-term Debt Instruments (Details) - Senior Secured Notes - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Debt Instrument [Line Items]    
Long-term debt $ 255,698 $ 290,194
Less current maturities (3,240) (3,224)
Total long-term debt 252,458 286,970
Debt instrument, unamortized discount $ 2,377 $ 3,456
Debt instrument, imputed interest rate (percent) 6.70% 6.60%
v3.25.2
Debt - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2025
Jun. 30, 2025
Jun. 30, 2024
Dec. 31, 2019
Dec. 31, 2024
Line of Credit Facility [Line Items]          
Debt instrument, cash interest costs, (as a percent)   5.90% 7.20%    
Secured Debt          
Line of Credit Facility [Line Items]          
Interest rate (as a percent) 5.40% 5.40%      
Debt instrument, face amount $ 216.3 $ 216.3     $ 255.8
Term Loan | Secured Debt          
Line of Credit Facility [Line Items]          
Long-term debt, term       7 years  
Floating interest rate, stated percentage (as a percent) 8.20% 8.20%      
Credit Facility | Revolving Credit Facility          
Line of Credit Facility [Line Items]          
Long-term debt, term       5 years  
Maximum borrowing capacity       $ 60.0  
Credit Facility | Secured Debt          
Line of Credit Facility [Line Items]          
Debt instrument, repayment rate, quarterly (as a percent)       0.25%  
Debt Instrument, redemption price, percentage (as a percent)       1.00%  
Credit Facility | Secured Debt | Base Rate          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate (as a percent)   2.75%      
Credit Facility | Secured Debt | Eurodollar Deposits Rate          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate (as a percent)   3.75%      
Credit Facility | Secured Debt | Eurodollar Deposits Rate | Minimum          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate (as a percent)   0.00%      
Credit Facility | Secured Debt | Federal Funds Rate          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate (as a percent)   0.50%      
Credit Facility | Secured Debt | Federal Funds Rate | Minimum          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate (as a percent)   0.00%      
Credit Facility | Secured Debt | Eurodollar          
Line of Credit Facility [Line Items]          
Debt instrument, basis spread on variable rate (as a percent)   1.00%      
August 2024 Debt Prepayment | Interest Rate Swap          
Line of Credit Facility [Line Items]          
Other comprehensive income (loss), cash flow hedge, reclassification for discontinuance, before tax $ 1.3 $ 3.4      
v3.25.2
Debt - Schedule of Debt, Interest Rate Swap (Details) - Interest Rate Swap - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Derivative Instruments, Gain (Loss) [Line Items]        
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps $ 0 $ (956) $ 0 $ 663
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net (1,262) (1,485) (5,152) (2,942)
Total Other comprehensive income (loss) on interest rate swaps $ (1,262) $ (2,441) $ (5,152) $ (2,279)
v3.25.2
Net Loss Per Share - Narrative (Details) - $ / shares
Jun. 30, 2025
Dec. 31, 2024
Jul. 14, 2022
Earnings Per Share [Abstract]      
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001  
Series A convertible preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001 $ 0.0001
v3.25.2
Net Loss Per Share - Schedule of Computation of Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Numerator:        
Net loss $ (13,029) $ (11,439) $ (38,877) $ (107,569)
Preferred stock dividends and accretion 1,454 1,390 2,892 2,765
Net loss attributable to common stockholders, basic (14,483) (12,829) (41,769) (110,334)
Net loss attributable to common stockholders, diluted $ (14,483) $ (12,829) $ (41,769) $ (110,334)
Denominator:        
Weighted-average common shares outstanding, basic (in shares) 28,518,839 27,348,672 28,370,711 28,133,285
Weighted-average common shares outstanding, diluted (in shares) 28,518,839 27,348,672 28,370,711 28,133,285
Net loss per common share, basic (in dollars per share) $ (0.51) $ (0.47) $ (1.47) $ (3.92)
Net loss per common share, diluted (in dollars per share) $ (0.51) $ (0.47) $ (1.47) $ (3.92)
v3.25.2
Net Loss Per Share - Schedule of Anti–dilutive Common Share Equivalents (Details) - USD ($)
$ / shares in Units, $ in Millions
 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti–dilutive common share equivalents (in shares) 10,242,883 10,329,311
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) 87,561 122,530
Restricted stock units    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti–dilutive common share equivalents (in shares) 2,338,055 2,716,299
Performance restricted stock units    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti–dilutive common share equivalents (in shares) 350,000 350,000
Series A Preferred Stock on an if-converted basis    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti–dilutive common share equivalents (in shares) 7,467,267 7,140,482
Preferred stock accumulated dividends $ 130.7  
v3.25.2
Commitments and Contingencies (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]    
Restricted cash $ 626 $ 626
v3.25.2
Mezzanine Equity (Details)
$ / shares in Units, $ in Millions
 6 Months Ended
Aug. 23, 2022
USD ($)
Jul. 14, 2022
USD ($)
$ / shares
shares
Jun. 30, 2025
USD ($)
director
$ / shares
shares
Dec. 31, 2024
$ / shares
Temporary Equity [Line Items]        
Number of shares issued (in shares) | shares   115,000    
Series A convertible preferred stock, par value (in dollars per share)   $ 0.0001 $ 0.0001 $ 0.0001
Offering price per share (in dollars per share)   $ 1,000    
Aggregate purchase price | $   $ 115.0    
Stock issuance costs | $ $ 4.6      
Temporary equity, liquidation preference (in dollars per share)   $ 1,000    
Temporary equity dividend, closing date duration   7 years    
Dividends payable | $     $ 15.7  
Preferred stock, convertible, shares issuable (in shares) | shares     895,839  
Preferred stock, conversion price (in dollars per share)     $ 17.50  
Temporary equity, liquidation preference | $     $ 130.7  
Temporary equity, liquidation cash purchase price (as a percent)     105.00%  
Temporary equity liquidation preference (as a percent)     105.00%  
Temporary equity voting power (as a percent)     50.00%  
Number of board of directors to elect | director     1  
Threshold for electing one board member and not the actual ownership (as a percent)     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 (as a percent)     10.00%  
Preferred stock, conversion price (in dollars per share)     $ 17.50  
Temporary equity, number of consecutive trading days     10 days  
Before Seven Year Anniversary        
Temporary Equity [Line Items]        
Temporary equity dividend rate (as a percent)   4.50%    
After Seven Year Anniversary        
Temporary Equity [Line Items]        
Temporary equity dividend rate (as a percent)   7.00%    
v3.25.2
Stockholders' Deficit - Narrative (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 05, 2024
$ / shares
shares
Jun. 30, 2025
USD ($)
vote
$ / shares
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
vote
$ / shares
shares
Jun. 30, 2024
USD ($)
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
shares
Sep. 30, 2023
USD ($)
Class of Stock [Line Items]                
Common stock, par value (in dollars per share) | $ / shares   $ 0.0001   $ 0.0001   $ 0.0001    
Common stock, votes per share | vote   1   1        
Preferred stock, par value (in dollars per share) | $ / shares $ 0.0001              
Realized foreign currency (loss) gain | $   $ (1,292) $ 0 $ 4,423 $ 0      
Performance Restricted Stock Units                
Class of Stock [Line Items]                
Granted (in shares)       250,000     100,000  
Target payout, (as a percent)   100.00%   100.00%        
Performance Restricted Stock Units | Maximum                
Class of Stock [Line Items]                
Award vesting rights, (as a percent)       300.00%     200.00%  
Intercompany Loans with Foreign Subsidiaries, Accumulated Tax                
Class of Stock [Line Items]                
Tax expense (benefit) recognized in OCI | $       $ 1,700   $ 1,400    
Intercompany Loans, Accumulated Tax                
Class of Stock [Line Items]                
Tax expense (benefit) recognized in OCI | $   $ (300) $ (100) $ (300) $ (200)      
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 | $               $ 25,000
v3.25.2
Stockholders' Deficit - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Mar. 31, 2025
Dec. 31, 2024
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stockholders' equity attributable to parent $ (42,389) $ (37,823) $ (18,305) $ 6,488 $ 20,121 $ 126,294
Total accumulated other comprehensive loss            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stockholders' equity attributable to parent (9,374) $ (16,403) (21,990) $ (600) $ 2,307 $ 6,168
Unrealized foreign currency translation adjustment, net of realized amounts reclassified into loss from divestitures of businesses            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stockholders' equity attributable to parent (14,634)   (26,172)      
Unrealized translation gains (losses) on intercompany loans with foreign subsidiaries, net of taxes            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stockholders' equity attributable to parent (247)   (6,477)      
Unrealized gains on interest rate swaps, net of amounts reclassified into interest expense, net            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stockholders' equity attributable to parent 5,362   9,033      
Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stockholders' equity attributable to parent $ 145   $ 1,626      
v3.25.2
Stockholders' Deficit - Schedule of PRSU and RSU Activity (Details) - PRSU and RSU
 6 Months Ended
Jun. 30, 2025
$ / shares
shares
Number of Units  
Unvested balances at beginning of period (in shares) | shares 2,277,132
Granted (in shares) | shares 1,840,000
Vested (in shares) | shares (911,867)
Forfeited (in shares) | shares (517,210)
Unvested balances at end of period (in shares) | shares 2,688,055
Weighted-Average Grant Date Fair Value  
Unvested balances at beginning of period (in dollars per share) | $ / shares $ 5.36
Granted (in dollars per share) | $ / shares 5.02
Vested (in dollars per share) | $ / shares 5.16
Forfeited (in dollars per share) | $ / shares 4.61
Unvested balances at end of period (in dollars per share) | $ / shares $ 5.34
v3.25.2
Stockholders' Deficit - Schedule of Valuation Assumptions (Details) - Performance restricted stock units
 6 Months Ended
Jun. 30, 2025
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Expected volatility 81.90%
Risk-free interest rate 4.20%
Remaining performance period (in years) 3 years 29 days
Dividend yield 0.00%
v3.25.2
Stockholders' Deficit - Schedule of Allocated Share-Based Compensation Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Share-based compensation expense $ 3,074 $ 5,133 $ 5,749 $ 8,655
Cost of revenue        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Share-based compensation expense 143 199 264 385
Research and development        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Share-based compensation expense 318 638 608 1,244
Sales and marketing        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Share-based compensation expense 52 362 304 759
General and administrative        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Share-based compensation expense $ 2,561 $ 3,934 $ 4,573 $ 6,267
v3.25.2
Revenue Recognition - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Dec. 31, 2024
Revenue from External Customer [Line Items]          
Unbilled receivables $ 4,810   $ 4,810   $ 3,441
Deferred commissions, amortization period 6 years   6 years    
Deferred commissions renewal amortization period     18 months    
Commissions capitalized in excess of amortization of deferred commissions $ 300 $ 300 $ 1,100 $ 1,000  
Revenue expected to be recognized from performance obligations $ 169,400   $ 169,400    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01          
Revenue from External Customer [Line Items]          
Revenue, remaining performance obligation, percentage 72.00%   72.00%    
Expected satisfaction period of performance obligations, in months 12 months   12 months    
Subscription and support          
Revenue from External Customer [Line Items]          
Revenue recognized, previously in unearned revenue     $ 21,200    
Professional services          
Revenue from External Customer [Line Items]          
Revenue recognized, previously in unearned revenue     $ 500    
v3.25.2
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Disaggregation of Revenue [Line Items]        
Revenue $ 53,383 $ 69,339 $ 117,038 $ 140,075
Subscription and support        
Disaggregation of Revenue [Line Items]        
Revenue 50,467 65,504 110,649 132,582
Subscription and support | United States        
Disaggregation of Revenue [Line Items]        
Revenue 37,046 47,342 80,770 95,066
Subscription and support | United Kingdom        
Disaggregation of Revenue [Line Items]        
Revenue 5,207 8,397 12,788 17,472
Subscription and support | Canada        
Disaggregation of Revenue [Line Items]        
Revenue 3,010 3,217 6,022 6,545
Subscription and support | Other International        
Disaggregation of Revenue [Line Items]        
Revenue 5,204 6,548 11,069 13,499
Perpetual license        
Disaggregation of Revenue [Line Items]        
Revenue 1,199 1,730 2,807 3,200
Perpetual license | United States        
Disaggregation of Revenue [Line Items]        
Revenue 524 879 972 1,570
Perpetual license | United Kingdom        
Disaggregation of Revenue [Line Items]        
Revenue 67 56 185 155
Perpetual license | Canada        
Disaggregation of Revenue [Line Items]        
Revenue 58 93 145 152
Perpetual license | Other International        
Disaggregation of Revenue [Line Items]        
Revenue 550 702 1,505 1,323
Professional services        
Disaggregation of Revenue [Line Items]        
Revenue 1,717 2,105 3,582 4,293
Professional services | United States        
Disaggregation of Revenue [Line Items]        
Revenue 1,041 1,212 2,128 2,445
Professional services | United Kingdom        
Disaggregation of Revenue [Line Items]        
Revenue 188 243 463 514
Professional services | Canada        
Disaggregation of Revenue [Line Items]        
Revenue 157 146 346 334
Professional services | Other International        
Disaggregation of Revenue [Line Items]        
Revenue $ 331 $ 504 $ 645 $ 1,000
v3.25.2
Divestitures (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Note receivable from divestiture of product lines, net of discount     $ 4,881 $ 0
Gain (loss) on disposition of business $ (434) $ 0 (23,891) $ 0
Disposal Group, Not Discontinued Operations | Certain Product Lines        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Cash proceeds 10,000   15,500  
Disposal group, including discontinued operation, consideration receivable     $ 4,000  
Disposal group, including discontinued operation, consideration receivable, period     2 years  
Noncash or part noncash divestiture, amount of consideration received $ 5,500      
Noncash or part noncash divestiture, debt instrument term 5 years      
Noncash or part noncash divestiture, debt instrument interest rate stated percentage 10.00%   10.00%  
Note receivable from divestiture of product lines, net of discount $ 4,900      
Additional gain (loss) on divestiture of product lines 1,500      
Noncash or part noncash divestiture, note receivable     $ 3,400  
Noncash or part noncash divestiture, note receivable, current 900   900  
Noncash or part noncash divestiture, note receivable, noncurrent 2,500   2,500  
Gain (loss) on disposition of business (400)   (23,900)  
Disposal group, including discontinued operations, disposal costs 6,900   8,600  
Disposal group, including discontinued operation, transition services provided, payments receivable 1,800   $ 1,800  
Disposal Group, Not Discontinued Operations | Certain Product Lines | Minimum        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Transition services agreement, period     60 days  
Disposal Group, Not Discontinued Operations | Certain Product Lines | Maximum        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Transition services agreement, period     120 days  
Disposal Group, Not Discontinued Operations | Legacy Vendor Contract        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Disposal group, including discontinued operations, disposal costs $ 5,200      
v3.25.2
Segment Information (Details)
 6 Months Ended
Jun. 30, 2025
segment
Segment Reporting [Abstract]  
Number of reportable segments 1
Number of operating segments 1
v3.25.2
Subsequent Events (Details) - USD ($)
$ in Millions
 12 Months Ended
Jul. 25, 2025
Dec. 31, 2019
Term Loan | Secured Debt | Subsequent Event    
Subsequent Event [Line Items]    
Maximum borrowing capacity $ 240.0  
Debt instrument, leverage ratio, maximum 6.0  
Credit Facility | Revolving Credit Facility    
Subsequent Event [Line Items]    
Maximum borrowing capacity   $ 60.0
Credit Facility | Subsequent Event | Revolving Credit Facility    
Subsequent Event [Line Items]    
Maximum borrowing capacity $ 30.0  
Credit Facility | Secured Debt    
Subsequent Event [Line Items]    
Debt Instrument, redemption price, percentage (as a percent)   1.00%
Credit Facility | Secured Debt | Subsequent Event    
Subsequent Event [Line Items]    
Extinguishment of debt, amount $ 258.1  
Credit Facility | Secured Debt | Subsequent Event | Period One    
Subsequent Event [Line Items]    
Debt Instrument, redemption price, percentage (as a percent) 2.50%  
Credit Facility | Secured Debt | Subsequent Event | Period Two    
Subsequent Event [Line Items]    
Debt Instrument, redemption price, percentage (as a percent) 1.75%  
Credit Facility | Secured Debt | Subsequent Event | Period Three    
Subsequent Event [Line Items]    
Debt Instrument, redemption price, percentage (as a percent) 1.00%  
Credit Facility | Secured Debt | Subsequent Event | Minimum    
Subsequent Event [Line Items]    
Debt instrument, basis spread on variable rate (as a percent) 1.50%  
Credit Facility | Secured Debt | Subsequent Event | Maximum    
Subsequent Event [Line Items]    
Debt instrument, basis spread on variable rate (as a percent) 6.00%