OneSpan (OSPN) 10-Q 9 Aug 23 2023 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Aug. 01, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	000-24389
Entity Registrant Name	OneSpan Inc.
Entity Tax Identification Number	36-4169320
Entity Address, Address Line One	121 West Wacker Drive, Suite 2050
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60601
City Area Code	312
Local Phone Number	766-4001
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	OSPN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		39,978,537
Entity Central Index Key	0001044777
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Incorporation, State or Country Code	DE

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 83,094	$ 96,167
Restricted cash	993	1,208
Short-term investments	0	2,328
Accounts receivable, net of allowances of $1,552 in 2023 and $1,600 in 2022	38,154	65,132
Inventories, net	15,003	12,054
Prepaid expenses	7,909	6,222
Contract assets	5,480	4,520
Other current assets	9,318	10,757
Total current assets	159,951	198,387
Property and equipment, net	15,599	12,681
Operating lease right-of-use assets	4,677	8,022
Goodwill	93,294	90,514
Intangible assets, net of accumulated amortization	12,628	12,482
Deferred income taxes	1,887	1,901
Other assets	10,609	11,095
Total assets	298,645	335,082
Current liabilities
Accounts payable	17,605	17,357
Deferred revenue	52,372	64,637
Accrued wages and payroll taxes	16,213	18,345
Short-term income taxes payable	2,372	2,438
Other accrued expenses	8,494	7,664
Deferred compensation	251	373
Total current liabilities	97,307	110,814
Long-term deferred revenue	4,909	6,269
Long-term lease liabilities	5,543	8,442
Long-term income taxes payable	0	2,565
Deferred income taxes	1,240	1,197
Other long-term liabilities	3,047	2,484
Total liabilities	112,046	131,771
Stockholders' equity
Preferred stock: 500 shares authorized, none issued and outstanding at June 30, 2023 and December 31, 2022	0	0
Common stock: $0.001 par value per share, 75,000 shares authorized; 41,017 and 40,764 shares issued; 39,979 and 39,726 shares outstanding at June 30, 2023 and December 31, 2022, respectively	40	40
Additional paid-in capital	114,073	107,305
Treasury stock, at cost, 1,038 shares outstanding at June 30, 2023 and December 31, 2022	(18,222)	(18,222)
Retained earnings	102,631	128,738
Accumulated other comprehensive loss	(11,923)	(14,550)
Total stockholders' equity	186,599	203,311
Total liabilities and stockholders' equity	$ 298,645	$ 335,082

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 1,552	$ 1,600
Preferred stock, shares authorized (in shares)	500,000	500,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	75,000,000	75,000,000
Common stock, shares issued (in shares)	41,017,000	40,764,000
Common stock, shares outstanding (in shares)	39,979,000	39,726,000
Treasury stock, at cost (in shares)	1,038	1,038

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue
Total revenue	$ 55,733	$ 52,790	$ 113,340	$ 105,237
Cost of goods sold
Total cost of goods sold	21,439	17,284	39,760	33,053
Gross profit	34,294	35,506	73,580	72,184
Operating costs
Sales and marketing	19,713	14,928	39,724	29,928
Research and development	10,090	11,959	19,553	24,055
General and administrative	15,826	12,952	32,479	27,736
Restructuring and other related charges	5,846	2,688	6,552	5,347
Amortization of intangible assets	583	1,217	1,166	2,599
Total operating costs	52,058	43,744	99,474	89,665
Operating loss	(17,764)	(8,238)	(25,894)	(17,481)
Interest income, net	585	35	1,088	18
Other income (expense), net	29	(675)	(11)	14,972
Loss before income taxes	(17,150)	(8,878)	(24,817)	(2,491)
Provision for income taxes	601	472	1,290	1,645
Net loss	$ (17,751)	$ (9,350)	$ (26,107)	$ (4,136)
Net loss per share
Basic (in dollars per share)	$ (0.44)	$ (0.23)	$ (0.65)	$ (0.10)
Diluted (in dollars per share)	$ (0.44)	$ (0.23)	$ (0.65)	$ (0.10)
Weighted average common shares outstanding
Basic (in shares)	40,399	40,157	40,435	39,870
Diluted (in shares)	40,399	40,157	40,435	39,870
Product and license
Revenue
Total revenue	$ 30,583	$ 28,731	$ 63,729	$ 58,216
Cost of goods sold
Total cost of goods sold	14,038	10,947	25,326	20,026
Services and other
Revenue
Total revenue	25,150	24,059	49,611	47,021
Cost of goods sold
Total cost of goods sold	$ 7,401	$ 6,337	$ 14,434	$ 13,027

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (17,751)	$ (9,350)	$ (26,107)	$ (4,136)
Other comprehensive loss
Cumulative translation adjustment, net of tax	1,025	(5,315)	2,740	(7,335)
Pension adjustment, net of tax	(61)	(22)	(121)	(47)
Unrealized gains (loss) on available-for-sale securities	1	(10)	8	(89)
Comprehensive loss	$ (16,786)	$ (14,697)	$ (23,480)	$ (11,607)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Treasury - Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Beginning balance (in shares) at Dec. 31, 2021		40,001,000
Beginning balance at Dec. 31, 2021	$ 219,780	$ 40	$ (12,501)	$ 100,250	$ 143,173	$ (11,182)
Beginning balance, treasury stock, at cost (in shares) at Dec. 31, 2021			592,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	5,214				5,214
Foreign currency translation adjustment, net of tax	(2,020)					(2,020)
Share-based compensation	1,360			1,360
Vesting of restricted stock awards (in shares)		34,000
Tax payments for stock issuances (in shares)		(14,000)
Tax payments for stock issuances	(635)			(635)
Unrealized gain (loss) on available-for-sale securities	(79)					(79)
Pension adjustment, net of tax	(25)					(25)
Ending balance (in shares) at Mar. 31, 2022		40,021,000
Ending balance at Mar. 31, 2022	223,595	$ 40	$ (12,501)	100,975	148,387	(13,306)
Ending balance, treasury stock, at cost (in shares) at Mar. 31, 2022			592,000
Beginning balance (in shares) at Dec. 31, 2021		40,001,000
Beginning balance at Dec. 31, 2021	219,780	$ 40	$ (12,501)	100,250	143,173	(11,182)
Beginning balance, treasury stock, at cost (in shares) at Dec. 31, 2021			592,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(4,136)
Unrealized gain (loss) on available-for-sale securities	(89)
Ending balance (in shares) at Jun. 30, 2022		39,597,000
Ending balance at Jun. 30, 2022	204,342	$ 40	$ (18,222)	102,140	139,037	(18,653)
Ending balance, treasury stock, at cost (in shares) at Jun. 30, 2022			1,038,000
Beginning balance (in shares) at Mar. 31, 2022		40,021,000
Beginning balance at Mar. 31, 2022	223,595	$ 40	$ (12,501)	100,975	148,387	(13,306)
Beginning balance, treasury stock, at cost (in shares) at Mar. 31, 2022			592,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(9,350)				(9,350)
Foreign currency translation adjustment, net of tax	(5,315)					(5,315)
Share-based compensation (in shares)		28,000
Share-based compensation	1,253			1,253
Vesting of restricted stock awards (in shares)		(6,000)
Vesting of restricted stock awards	(88)			(88)
Tax payments for stock issuances (in shares)		(446,000)	(446,000)
Tax payments for stock issuances	(5,721)		$ (5,721)
Unrealized gain (loss) on available-for-sale securities	(10)					(10)
Pension adjustment, net of tax	(22)					(22)
Ending balance (in shares) at Jun. 30, 2022		39,597,000
Ending balance at Jun. 30, 2022	204,342	$ 40	$ (18,222)	102,140	139,037	(18,653)
Ending balance, treasury stock, at cost (in shares) at Jun. 30, 2022			1,038,000
Beginning balance (in shares) at Dec. 31, 2022		39,726,000
Beginning balance at Dec. 31, 2022	$ 203,311	$ 40	$ (18,222)	107,305	128,738	(14,550)
Beginning balance, treasury stock, at cost (in shares) at Dec. 31, 2022	1,038		1,038,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ (8,356)				(8,356)
Foreign currency translation adjustment, net of tax	1,715					1,715
Share-based compensation	3,812			3,812
Vesting of restricted stock awards (in shares)		329,000
Tax payments for stock issuances (in shares)		(105,000)
Tax payments for stock issuances	(1,098)			(1,098)
Unrealized gain (loss) on available-for-sale securities	7					7
Pension adjustment, net of tax	(60)					(60)
Ending balance (in shares) at Mar. 31, 2023		39,950,000
Ending balance at Mar. 31, 2023	199,331	$ 40	$ (18,222)	110,019	120,382	(12,888)
Ending balance, treasury stock, at cost (in shares) at Mar. 31, 2023			1,038,000
Beginning balance (in shares) at Dec. 31, 2022		39,726,000
Beginning balance at Dec. 31, 2022	$ 203,311	$ 40	$ (18,222)	107,305	128,738	(14,550)
Beginning balance, treasury stock, at cost (in shares) at Dec. 31, 2022	1,038		1,038,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ (26,107)
Unrealized gain (loss) on available-for-sale securities	8
Ending balance (in shares) at Jun. 30, 2023		39,979,000
Ending balance at Jun. 30, 2023	$ 186,599	$ 40	$ (18,222)	114,073	102,631	(11,923)
Ending balance, treasury stock, at cost (in shares) at Jun. 30, 2023	1,038		1,038,000
Beginning balance (in shares) at Mar. 31, 2023		39,950,000
Beginning balance at Mar. 31, 2023	$ 199,331	$ 40	$ (18,222)	110,019	120,382	(12,888)
Beginning balance, treasury stock, at cost (in shares) at Mar. 31, 2023			1,038,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(17,751)				(17,751)
Foreign currency translation adjustment, net of tax	1,025					1,025
Share-based compensation	4,503			4,503
Vesting of restricted stock awards (in shares)		44,000
Tax payments for stock issuances (in shares)		(15,000)
Tax payments for stock issuances	(449)			(449)
Unrealized gain (loss) on available-for-sale securities	1					1
Pension adjustment, net of tax	(61)					(61)
Ending balance (in shares) at Jun. 30, 2023		39,979,000
Ending balance at Jun. 30, 2023	$ 186,599	$ 40	$ (18,222)	$ 114,073	$ 102,631	$ (11,923)
Ending balance, treasury stock, at cost (in shares) at Jun. 30, 2023	1,038		1,038,000

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (26,107)	$ (4,136)
Adjustments to reconcile net loss from operations to net cash used in operations:
Depreciation and amortization of intangible assets	2,835	4,043
Impairments of property and equipment, net	2,087	0
Impairments of inventories, net	1,568	0
Gain on sale of equity-method investment	0	(14,810)
Deferred tax benefit	66	729
Stock-based compensation	8,315	2,613
Changes in operating assets and liabilities:
Accounts receivable and allowance for doubtful accounts	27,307	15,429
Inventories, net	(4,299)	(465)
Contract assets	(1,017)	(1,033)
Accounts payable	35	1,202
Income taxes payable	(2,638)	(1,608)
Accrued expenses	(1,728)	(3,454)
Deferred compensation	(122)	(764)
Deferred revenue	(13,940)	(7,160)
Other assets and liabilities	1,248	(1,870)
Net cash used in operating activities	(6,390)	(11,284)
Cash flows from investing activities:
Purchase of short-term investments	0	(15,812)
Maturities of short-term investments	2,330	30,550
Additions to property and equipment	(6,491)	(1,039)
Additions to intangible assets	(14)	(13)
Cash paid for acquisition of business	(1,800)	0
Sale of equity-method investment	0	18,874
Net cash (used in) provided by investing activities	(5,975)	32,560
Cash flows from financing activities:
Tax payments for restricted stock issuances	(1,546)	(722)
Repurchase of common stock	0	(5,721)
Net cash used in financing activities	(1,546)	(6,443)
Effect of exchange rate changes on cash	624	(631)
Net (decrease) increase in cash	(13,287)	14,202
Cash, cash equivalents, and restricted cash, beginning of period	97,374	64,228
Cash, cash equivalents, and restricted cash, end of period	$ 84,087	$ 78,430

Description of the Company and

Description of the Company and Basis of Presentation	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Company and Basis of Presentation	Description of the Company and Basis of Presentation Description of the Company OneSpan helps organizations accelerate digital transformations by enabling secure, compliant, and easy customer agreements and transaction experiences. The Company is a global leader in providing high-assurance identity and authentication security as well as enterprise-grade electronic signature (e-signature) solutions for use cases ranging from simple transactions to workflows that are complex or require higher levels of security. The Company’s solutions help its clients ensure the integrity of the people and records associated with digital agreements, transactions, and interactions in industries including banking, financial services, healthcare, and professional services. The Company offers a portfolio of products and services across identity verification, authentication, virtual interactions and transactions, and secure digital storage. OneSpan has operations in Austria, Australia, Belgium, Canada, China, France, Japan, The Netherlands, Singapore, Switzerland, the United Arab Emirates, the United Kingdom (U.K), and the United States (U.S.). Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of OneSpan and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In May 2022, the Company announced a three-year strategic transformation plan that began on January 1, 2023. In conjunction with the strategic transformation plan and to enable a more efficient capital deployment model, effective with the quarter ended June 30, 2022, the Company began reporting under the following two lines of business, which are its reportable operating segments: Digital Agreements and Security Solutions. During the six months ended June 30, 2023, and as a result of the ongoing strategic transformation, the Company refined its allocation methodology to better align internal and external costs more directly to where the employee efforts and company resources are being spent on each segment. While the Company's consolidated results will not be impacted, the Company has recast its segment information for the three and six months ended June 30, 2022 for comparable presentation. For further information regarding the Company’s reportable segments, see Note 3, Segment Information . Estimates and Assumptions The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Translation and Transactions The financial position and results of operations of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated into U.S. Dollars using current exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates are charged or credited to other comprehensive income (loss). Gains and losses resulting from foreign currency transactions are included in the condensed consolidated statements of operations in other (expense) income, net. Foreign exchange transaction losses aggregated $0.2 million and $0.4 million for the three and six months ended June 30, 2023, respectively. Foreign exchange transaction losses aggregated $0.9 million and $1.3 million for the three and six months ended June 30, 2022, respectively.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies There have been no changes to the significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 28, 2023 that have had a material impact on the Company’s condensed consolidated financial statements and related notes. Restricted Cash The Company is party to lease agreements that require letters of credit to secure the obligations which totaled $0.9 million and $1.1 million at June 30, 2023 and December 31, 2022, respectively. Additionally, the Company maintained a cash guarantee with a payroll vendor in the amount of $0.1 million at both June 30, 2023 and December 31, 2022. The restricted cash related to the letters of credit and the payroll vendor cash guarantee is recorded in "Restricted cash" on the condensed consolidated balance sheets. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, the Company believes that the issued standards that are not yet effective will not have a material impact on its condensed consolidated financial statements and disclosures upon adoption.

Segment Information

Segment Information	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Segment Information	Segment Information Segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker (CODM), in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. • Digital Agreements. Digital Agreements consists of solutions that enable our clients to secure and automate business processes associated with their digital agreement and customer transaction lifecycles that require consent, non-repudiation and compliance. These solutions, which are largely cloud-based, include OneSpan Sign e-signature and OneSpan Notary. This segment also includes costs attributable to our transaction cloud platform. • Security Solutions . Security Solutions consists of our broad portfolio of software products, software development kits (SDKs) and Digipass authenticator devices that are used to build applications designed to defend against attacks on digital transactions across online environments, devices, and applications. The software products and SDKs included in the Security Solutions segment are largely on-premises software products and include identity verification, multi-factor authentication and transaction signing solutions, such as mobile application security and mobile software tokens. Segment operating income consists of the revenues generated by a segment, less the direct costs of revenue, sales and marketing, research and development expenses, amortization expense, and restructuring and other related charges that are incurred directly by a segment. Unallocated corporate costs include costs related to administrative functions that are performed in a centralized manner that are not attributable to a particular segment. Effective with the three months ended September 30, 2022, the Company began allocating amortization of intangible assets expense to operating income (loss) for each of its reportable operating segments in order to better align the expense with the operations of each segment. The Company has updated segment operating income (loss) for the three and six months ended June 30, 2022 to reflect the change in presentation. The allocation change had no impact to the Company's condensed consolidated financial statements. The tables below set forth information about the Company’s reportable operating segments for the three and six months ended June 30, 2023 and 2022, along with the items necessary to reconcile the segment information to the totals reported in the accompanying condensed consolidated financial statements. Three Months Ended Six Months Ended (In thousands, except percentages) 2023 2022 2023 2022 Digital Agreements Revenue $ 11,862 $ 10,454 $ 23,414 $ 23,755 Gross profit $ 8,583 $ 7,647 $ 17,031 $ 17,933 Gross margin 72 % 73 % 73 % 75 % Operating income (loss) (1) $ (7,121) $ (462) $ (13,154) $ 664 Security Solutions Revenue $ 43,871 $ 42,336 $ 89,926 $ 81,482 Gross profit $ 25,711 $ 27,859 $ 56,549 $ 54,251 Gross margin 59 % 66 % 63 % 67 % Operating income (2) $ 8,523 $ 7,999 $ 24,154 $ 15,688 Total Company: Revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 Gross profit $ 34,294 $ 35,506 $ 73,580 $ 72,184 Gross margin 62 % 67 % 65 % 69 % Statements of Operations reconciliation: Segment operating income $ 1,402 $ 7,537 $ 11,000 $ 16,352 Corporate operating expenses not allocated at the segment level (19,166) (15,775) (36,894) (33,833) Operating loss $ (17,764) $ (8,238) $ (25,894) $ (17,481) Interest income, net 585 35 1,088 18 Other income (expense), net 29 (675) (11) 14,972 Loss before income taxes $ (17,150) $ (8,878) $ (24,817) $ (2,491) (1) Digital Agreements operating income includes $0.6 million of amortization of intangible assets expense for (2) Security Solutions operating income includes $0 million and $0.6 million of amortization of intangible assets expense for the three months ended June 30, 2023 and 2022, respectively, and $0 and $1.5 million of amortization of intangible assets expense for the six months ended June 30, 2023 and 2022, respectively. The following tables illustrate the disaggregation of revenues by category and services, including a reconciliation of the disaggregated revenues to revenues from the Company’s two reportable operating segments for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 Digital Agreements Security Solutions Digital Agreements Security Solutions (In thousands) Subscription $ 10,486 $ 12,499 $ 8,736 $ 11,093 Maintenance and support 1,130 10,473 1,408 10,770 Professional services and other (1) 246 1,253 310 1,690 Hardware products — 19,646 — 18,783 Total Revenue $ 11,862 $ 43,871 $ 10,454 $ 42,336 Six Months Ended June 30, 2023 2022 Digital Agreements Security Solutions Digital Agreements Security Solutions (In thousands) Subscription $ 20,834 $ 32,107 $ 20,407 $ 22,691 Maintenance and support 2,126 20,638 2,760 21,364 Professional services and other (1) 454 2,669 588 3,293 Hardware products — 34,512 — 34,134 Total Revenue $ 23,414 $ 89,926 $ 23,755 $ 81,482 (1) Professional services and other includes perpetual software licenses revenue, which was less than 2% of total revenue for the three and six months ended June 30, 2023 and 2022, respectively. The Company allocates goodwill by reporting unit, in accordance with Accounting Standards Codification (ASC) 350 – Goodwill and Other . Asset information by segment is not reported to or reviewed by the CODM to allocate resources, and therefore, the Company has not disclosed asset information for the segments.

Revenue from Contracts with Cus

Revenue from Contracts with Customers	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue from Contracts with Customers	Revenue from Contracts with Customers Revenue by major products and services The following tables present the Company’s revenues disaggregated by major products and services, geographical region and timing of revenue recognition: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Subscription $ 22,985 $ 19,829 $ 52,941 $ 43,098 Maintenance and support 11,603 12,178 22,764 24,124 Professional services and other (1) 1,499 2,000 3,123 3,881 Hardware products 19,646 18,783 34,512 34,134 Total Revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 (1) Professional services & other includes perpetual software licenses revenue, which was less than 2% of total revenue for the three and six months ended June 30, 2023 and 2022, respectively. Revenue by location of customer for the Three and Six Months Ended June 30, 2023 and 2022 We classify our sales by customer location in three geographic regions: 1) EMEA, which includes Europe, Middle East and Africa; 2) the Americas, which includes North, Central, and South America; and 3) Asia Pacific (APAC), which includes Australia, New Zealand, and India. The breakdown of revenue in each of our major geographic areas was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands, except percentages) Revenue EMEA $ 26,539 $ 23,521 $ 54,359 $ 48,397 Americas 18,331 19,329 38,829 36,578 APAC 10,863 9,940 20,152 20,262 Total revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 % of Total Revenue EMEA 48 % 44 % 48 % 46 % Americas 33 % 37 % 34 % 35 % APAC 19 % 19 % 18 % 19 % Timing of revenue recognition Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Products and Licenses transferred at a point in time $ 30,583 $ 28,731 $ 63,729 $ 58,216 Services transferred over time 25,150 24,059 49,611 47,021 Total Revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 Contract balances The following table provides information about receivables, contract assets and contract liabilities from contracts with customers as of June 30, 2023 and December 31, 2022: June 30, December 31, (In thousands) 2023 2022 Receivables, inclusive of trade and unbilled $ 38,154 $ 65,132 Contract Assets (current and non-current) $ 5,708 $ 4,642 Contract Liabilities (Deferred Revenue current and non-current) $ 57,281 $ 70,906 Contract assets relate primarily to multi-year term license arrangements and the remaining contractual billings. These contract assets are transferred to receivables when the right to bill occurs over a 2 to 5 year period. The contract liabilities primarily relate to the advance consideration received from customers for subscription and maintenance services. Revenue is recognized for these services over time. As a practical expedient, the Company does not adjust the promised amount of consideration for the effects of a significant financing component when it is expected, at contract inception, that the period between the Company's transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. Extended payment terms are not typically included in contracts with customers. Revenue recognized during the six months ended June 30, 2023 included $43.1 million that was included on the December 31, 2022 consolidated balance sheet in contract liabilities. Deferred revenue decreased in the same period due to timing of annual renewals. Transaction price allocated to the remaining performance obligations Remaining performance obligations represent the revenue that is expected to be recognized in future periods related to performance obligations that are unsatisfied, or partially unsatisfied, as of the end of the period. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2023: (In thousands) 2023 2024 2025 Beyond 2025 Total Future revenue related to current unsatisfied performance obligations $ 21,056 $ 24,663 $ 11,922 $ 7,028 $ 64,669 The Company applies practical expedients and does not disclose information about remaining performance obligations (a) that have original expected durations of one year or less, or (b) where revenue is recognized as invoiced. Costs of obtaining a contract The Company incurs incremental costs related to commissions, which can be directly tied to obtaining a contract. The Company capitalizes commissions associated with certain new contracts and amortizes the costs over a period of up to seven years, which is the determined benefit period based on the transfer of goods or services. The Company determined the period of benefit by taking into consideration the customer contracts, its technology and other factors, including customer attrition. Commissions are earned upon invoicing to the customer. For contracts with multiple year payment terms, because the commissions that are payable after year 1 are payable based on continued employment, they are expensed when incurred . Commissions and amortization expense are included in “Sales and Marketing” expense in the condensed consolidated statements of operations. Applying the practical expedient, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period for the assets that the Company otherwise would have recognized is one year or less. These costs are included in “Sales and Marketing” expense in the condensed consolidated statements of operations. The following tables provide information related to the capitalized costs and amortization recognized in the current and prior period: (In thousands) June 30, 2023 December 31, 2022 Capitalized costs to obtain contracts, current $ 3,112 $ 2,929 Capitalized costs to obtain contracts, non-current $ 10,086 $ 10,571 Three Months Ended June 30, (In thousands) 2023 2022 Amortization of capitalized costs to obtain contracts $ 754 $ 555 Impairments of capitalized costs to obtain contracts $ — $ —

Inventories, net

Inventories, net	6 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Inventories, net	Inventories, net Inventories, net, consisting principally of hardware and component parts, are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method. Inventories, net consist of the following: June 30, December 31, (In thousands) Component parts (1) $ 9,211 $ 6,762 Work-in-process and finished goods 5,792 5,292 Total $ 15,003 $ 12,054 (1) In conjunction with the Company's decision to discontinue investments in its Digipass CX product (see Note 16, Restructuring and Other Related Charges) , non-cash impairment charges of $1.6 million for component parts, net, were recorded in "Cost of goods sold, Product and license" on the condensed consolidated statements of operations for the three and six months ended June 30, 2023.

Goodwill

Goodwill	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Goodwill The following table presents the changes in goodwill during the six months ended June 30, 2023: Digital Agreements Security Solutions Total (In thousands) Net balance at December 31, 2022 $ 19,732 $ 70,782 $ 90,514 Foreign currency exchange rate effect 475 1,704 2,179 Acquisition during the period (1) $ 601 $ — $ 601 Net balance at June 30, 2023 $ 20,808 $ 72,486 $ 93,294 (1) Represents goodwill recorded in conjunction with the acquisition of substantially all the assets of the ProvenDB business of Southbank Software Pty Ltd. during the six months ended June 30, 2023. See Note 17, Business Acquisitions, for additional information. No impairment of goodwill was recorded during the six months ended June 30, 2023 and 2022.

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2023
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Intangible Assets	Intangible Assets Intangible assets as of June 30, 2023 and December 31, 2022 consist of the following: As of June 30, 2023 As of December 31, 2022 (In thousands) Useful Life (in years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Acquired technology 3 to 7 $ 43,698 $ 42,290 $ 42,022 $ 41,894 Customer relationships 5 to 12 34,731 24,793 34,386 23,323 Patents, trademarks, and other 10 to 20 13,553 12,271 13,518 12,227 Total $ 91,982 $ 79,354 $ 89,926 $ 77,444 Amortization expense was $0.6 million and $1.2 million for the three months ended June 30, 2023 and 2022, respectively, and $1.2 million and $2.6 million for the six months ended June 30, 2023 and 2022, respectively. Certain intangible assets are denominated in functional currencies besides the U.S. dollar and are subject to currency fluctuations. There was no impairment of intangible assets recorded during the six months ended June 30, 2023 and 2022.

Property and Equipment, net

Property and Equipment, net	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Property and Equipment, net The following table presents the major classes of property and equipment, net, as of June 30, 2023 and December 31, 2022: (In thousands) June 30, 2023 December 31, 2022 Office equipment and software $ 8,776 $ 14,451 Leasehold improvements 8,602 9,927 Furniture and fixtures 3,754 4,260 Capitalized software 8,187 4,007 Total 29,319 32,645 Accumulated depreciation (13,720) (19,964) Property and equipment, net $ 15,599 $ 12,681 Depreciation expense was $0.8 million and $1.4 million for the three and six months ended June 30, 2023, respectively, compared to $0.7 million and $1.4 million for the three and six months ended June 30, 2022, respectively. As part of the Company's decision to discontinue investments in its Digipass CX product (see Note 16, Restructuring and Other Related Charges) , non-cash impairment charges of $1.4 million for capitalized software were recorded in "Restructuring and other related charges" on the condensed consolidated statements of operations for the three and six months ended June 30, 2023. Restructuring and Other Related Charges) , non-cash impairment charges of $0.6 million for leasehold improvements and $0.1 million for office equipment and software were recorded in "Restructuring and other related charges" on the condensed consolidated statements of operations for the three and six months ended June 30, 2023.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The following tables summarize the Company’s financial assets by level in the fair value hierarchy, which are measured at fair value on a recurring basis, as of June 30, 2023 and December 31, 2022: Fair Value Measurement at Reporting Date Using (In thousands) June 30, 2023 Quoted Prices in Active Markets for Significant Other Observable Inputs Significant Unobservable Inputs (Level 3) Assets: U.S. Treasury Bills $ 22,444 — $ 22,444 — Commercial Paper $ 13,277 — $ 13,277 — U.S. Treasury Notes $ 2,596 — $ 2,596 — Money Market Funds $ 61 — $ 61 — Fair Value Measurement at Reporting Date Using (In thousands) December 31, 2022 Quoted Prices in Active Markets for Significant Other Observable Inputs Significant Unobservable Inputs (Level 3) Assets: Money Market Funds $ 28,388 — $ 28,388 — Commercial Paper $ 6,743 — $ 6,743 — Corporate Notes / Bonds $ 2,328 — $ 2,328 — The Company classifies its investments in debt securities as available-for-sale. The Company reviews available-for-sale debt securities for impairments related to losses and other factors each quarter. The unrealized gains and losses on the available-for-sale debt securities were not material as of June 30, 2023 and December 31, 2022. The Company did not have any transfers of assets between Level 1 and Level 2 or Level 3 of the fair value hierarchy during six months ended June 30, 2023. Also, the Company did not have any financial liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022. The Company’s non-financial assets and liabilities, which include goodwill and long-lived assets held and used, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required, the Company would evaluate the non-financial assets and liabilities for impairment. If an impairment was to occur, the asset or liability would be recorded at its estimated fair value. No impairment was recorded during the six months ended June 30, 2023 and 2022.

Allowance for Credit Losses

Allowance for Credit Losses	6 Months Ended
	Jun. 30, 2023
Credit Loss [Abstract]
Allowance for Credit Losses	Allowance for Credit Losses The changes in the allowance for credit losses during the six months ended June 30, 2023 were as follows: (In thousands) Balance at December 31, 2022 $ 1,600 Provision 204 Write-offs (252) Balance at June 30, 2023 $ 1,552 During the six months ended June 30, 2023, the Company wrote off $0.3 million of accounts receivable that were fully reserved for and no longer deemed collectible.

Leases

Leases	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Leases	Leases Operating lease cost details for the three and six months ended June 30, 2023 and 2022 are as follows: Three Months Ended Six months ended 2023 2022 2023 2022 (In thousands) Building rent $ 478 $ 521 $ 1,001 $ 1,096 Automobile rentals 316 361 566 581 Total net operating lease costs $ 794 $ 882 $ 1,567 $ 1,677 At June 30, 2023, the Company’s weighted average remaining lease term for its operating leases is 4.4 years, and the weighted average discount rate for its operating leases is 5%. During the six months ended June 30, 2023, there were $1.5 million of operating cash payments for lease liabilities, and $0.2 million of right-of use assets obtained in exchange for new lease liabilities. Restructuring and Other Related Charges ), the Company vacated its Chicago office space and abandoned the underlying leases during the three months ended June 30, 2023. The Company accrued a $1.4 million early lease termination fee, which is reflected on the condensed consolidated statements of operations for the three and six months ended June 30, 2023 in "Restructuring and other related charges". The underlying lease right-of-use asset and lease liability for the Chicago leased office space were written off, and a $0.3 million gain related to rent concessions and tenant improvement allowances was recorded on the condensed consolidated statements of operations for the three and six months ended June 30, 2023 in "Restructuring and other related charges". Maturities of the Company’s operating leases as of June 30, 2023 are as follows: As of (In thousands) 2023 $ 1,366 2024 2,041 2025 1,164 2026 1,071 2027 886 Later years 1,246 Less imputed interest (779) Total lease liabilities $ 6,995

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s estimated annual effective tax rate for 2023 before discrete items and excluding entities with a valuation allowance is expected to be approximately 25%. The Company’s global effective tax rate is higher than the U.S. statutory tax rate of 21% primarily due to nondeductible expenses. The ultimate tax expense will depend on the mix of earnings in various jurisdictions. Income taxes, net of refunds, of $3.8 million were paid during the six months ended June 30, 2023. Income taxes, net of refunds, of $2.0 million were paid during the six months ended June 30, 2022. Management assesses the need for a valuation allowance on a regular basis, weighing all positive and negative evidence to determine whether a deferred tax asset will be fully or partially realized. In evaluating the realizability of deferred tax assets, significant pieces of negative evidence such as 3-year cumulative losses are considered. Management also reviews reversal patterns of temporary differences to determine if the Company would have sufficient taxable income due to the reversal of temporary differences to support the realization of deferred tax assets.

Long-Term Compensation Plan and

Long-Term Compensation Plan and Stock Based Compensation	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Long-Term Compensation Plan and Stock Based Compensation	Long-Term Compensation Plan and Stock Based Compensation (share counts in thousands) Under the OneSpan Inc. 2019 Omnibus Incentive Plan, the Company awards restricted stock units subject to time-based vesting, restricted stock units which are subject to the achievement of future performance criteria and restricted stock units that are subject to the achievement of market conditions. Other long-term incentive plan compensation expense includes cash incentives. The Company awarded 1.0 million restricted stock units during the six months ended June 30, 2023, subject to time-based vesting. The fair value of the unissued time-based restricted stock unit grants was $13.1 million at the dates of grant and the grants are being amortized over the vesting periods of one The Company awarded restricted stock units subject to the achievement of service and future performance criteria during the six months ended June 30, 2023, which allow for up to 0.9 million shares to be earned if the performance criteria are achieved at the target level. The fair value of these awards was $12.8 million at the dates of grant and the awards are being amortized over the requisite service period of one During the six months ended June 30, 2022, stock-based compensation and other long-term incentive plan compensation accruals were reversed for employees who were terminated. The reversal of the accrued long-term incentive plan compensation for the terminated employees largely offset the expense for the period. The following table presents stock-based compensation expense and other long-term incentive plan compensation expense for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Stock-based compensation $ 4,503 $ 1,253 $ 8,315 $ 2,613 Other long-term incentive plan compensation 68 24 179 (112) Total compensation $ 4,571 $ 1,277 $ 8,494 $ 2,501

Earnings per Share

Earnings per Share	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Earnings per Share	Earnings per Share Basic earnings per share is based on the weighted average number of shares outstanding and excludes the dilutive effect of common stock equivalents. Diluted earnings per share is based on the weighted average number of shares outstanding and includes the dilutive effect of common stock equivalents to the extent they are not anti-dilutive. Because the Company was in a net loss position for the three and six months ended June 30, 2023 and 2022, diluted net loss per share for the period excludes the effects of common stock equivalents, which are anti-dilutive. The details of the earnings per share calculations for the three and six months ended June 30, 2023 and 2022 are as follows: Three Months Ended Six months ended (In thousands, except per share data) 2023 2022 2023 2022 Net loss $ (17,751) $ (9,350) $ (26,107) $ (4,136) Weighted average common shares outstanding: Basic 40,399 40,157 40,435 39,870 Incremental shares with dilutive effect: Restricted stock awards — — — — Diluted 40,399 40,157 40,435 39,870 Net loss per share: Basic $ (0.44) $ (0.23) $ (0.65) $ (0.10) Diluted $ (0.44) $ (0.23) $ (0.65) $ (0.10)

Legal Proceedings and Contingen

Legal Proceedings and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings and Contingencies	Legal Proceedings and Contingencies The Company is subject to certain legal proceedings and claims incidental to the operations of its business. The Company is also subject to certain other legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully adjudicated. The Company currently does not anticipate that these matters, if resolved against the Company, will have a material adverse impact on its financial results or financial condition. The Company accrues loss contingencies when losses become probable and are reasonably estimable. As of June 30, 2023, the Company has recorded an accrual of $1.5 million for loss contingencies. The Company does not accrue for contingent losses that, in the judgment of the Company, are considered to be reasonably possible, but not probable. As of June 30, 2023, the Company does not have any reasonably possible losses for which an estimate can be made. Although the Company intends to defend its legal matters vigorously, the ultimate outcome of these matters is uncertain. However, the Company does not expect the potential losses, if any, to have a material adverse impact on its operating results, cash flows, or financial condition.

Restructuring and Other Related

Restructuring and Other Related Charges	6 Months Ended
	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
Restructuring and Other Related Charges	Restructuring and Other Related Charges In May 2022, the Board approved additional actions related to the Plan through the year ending December 31, 2025. This second phase of the Plan is designed to continue to advance the same objectives as the first phase of the Plan. In connection with the Plan, the Company recorded $5.8 million and $6.6 million in “Restructuring and other related charges” in the condensed consolidated statements of operations for the three and six months ended June 30, 2023, respectively, and $2.7 million and $5.3 million for the three and six months ended June 30, 2022, respectively. The main categories of charges are in the following areas: • Employee costs – include severance, related benefits, and retention pay costs incurred as a result of eliminating positions in certain areas of the Company. For the three and six months ended June 30, 2023, severance-related costs were $2.4 million and $3.1 million, respectively. In total, there were approximately 140 employees, across multiple functions, whose positions were made redundant. The $3.7 million current portion of the restructuring liability at June 30, 2023 is included in "Accrued wages and payroll taxes" in the condensed consolidated balance sheet and is expected to be paid within the next 12 months. The $0.6 million non-current portion is included in "Other long-term liabilities" in the condensed consolidated balance sheet and is expected to be paid within the next 24 months. • Real estate rationalization costs – include costs to align the real estate footprint with the Company’s needs. The Company vacated its Chicago office space and abandoned the underlying leases during the three months ended June 30, 2023, and accrued contract termination fees of $1.4 million. The $0.7 million current portion of the restructuring liability at June 30, 2023 is included in "Other accrued expenses" in the condensed consolidated balance sheet and is expected to be paid within the next 12 months. The $0.7 million non-current portion is included in "Long-term lease liabilities" in the condensed consolidated balance sheet and is expected to be paid within the next 18 months. In conjunction with the abandonment of the Chicago leases, the underlying right-of-use assets and liability were written off and recorded a $0.3 million gain that related to rent concessions and tenant improvement allowances. The Company also incurred a $0.7 million non-cash impairment charge for fixed assets in its Chicago leased office space (See Note 8, Property and Equipment, net ). • Product and services optimization costs - include costs to discontinue products and services that are no longer advancing the Company's operating model. The Company made the decision to discontinue investments in its Digipass CX product and incurred $1.4 million of non-cash impairment charges for capitalized software. The charges are recorded in "Restructuring and other related charges" on the condensed consolidated statements of operations for the three and six months ended June 30, 2023 (See Note 8, Property and Equipment, net ). • Vendor rationalization costs – include costs for contractually committed services the Company is no longer utilizing. For the three and six months ended June 30, 2023, these costs totaled $0.2 million and are included in "Restructuring and other related charges" on the condensed consolidated statements of operations for the three and six months ended June 30, 2023. The table below sets forth the changes in the carrying amount of our restructuring charge liability by restructuring type for the six months ended June 30, 2023. Employee Costs Real Estate Rationalization Total (In thousands) Balance as of December 31, 2022 $ 3,596 $ — $ 3,596 Additions 3,132 1,795 4,927 Payments (2,402) (358) (2,760) Balance as of June 30, 2023 $ 4,326 $ 1,437 $ 5,763

Business Acquisitions

Business Acquisitions	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Business Acquisitions	Business Acquisitions On February 22, 2023, the Company acquired substantially all of the assets of the ProvenDB business of Southbank Software Pty Ltd. ("ProvenDB") under the terms of an asset purchase agreement. Pursuant to the terms of the asset purchase agreement, the total consideration for the acquisition was $2.0 million, of which $1.8 million was paid in cash at closing. The remaining $0.2 million was held back as security for any indemnity claims made by the Company, and to the extent not used to satisfy such claims, will be paid to the seller 12 months after the acquisition date. ProvenDB is a developer of secure storage that leverages blockchain technology in order to prevent data tampering or alteration of documents. The technology acquired in the acquisition is expected to provide a foundational architecture for future blockhain-based digital solutions, including secure storage. As of June 30, 2023, the Company is still determining the purchase price allocation. A preliminary purchase price allocation of the fair value of the assets acquired and liabilities assumed is included in the table below. These estimates are subject to change and may result in an increase in goodwill with regard to our estimates of the acquired assets and assumed liabilities during the measurement period, which may extend up to one year from the acquisition date. (In thousands) As of Date of Opening Balance Sheet Net assets acquired: Acquired technology $ 1,447 Accrued wages and payroll taxes (47) Goodwill 600 Total net assets acquired $ 2,000 Consideration $ 2,000 The financial impact of this acquisition was not material to our condensed consolidated financial statements, and therefore, we have not presented pro forma results of operations for the acquisition.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On August 3, 2023, the Board of Directors of the Company approved cost reduction actions (the “Actions”) intended to achieve greater operational efficiency, drive higher levels of adjusted EBITDA, and strengthen the Company’s ability to create value for its shareholders over the long term. The Company anticipates incurring restructuring charges in connection with the Actions, and expects that these charges will consist primarily of charges related to employee transition and severance payments, employee benefits and retention related payments, and share-based compensation, with a significantly smaller amount of charges relating to vendor contract termination and rationalization actions. The workforce related component of the Actions is expected to be substantially complete by mid-2024, subject to local law and consultation requirements. The vendor contract component of the Actions is planned for completion by the end of 2025.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Description of the Company	Description of the Company    OneSpan helps organizations accelerate digital transformations by enabling secure, compliant, and easy customer agreements and transaction experiences. The Company is a global leader in providing high-assurance identity and authentication security as well as enterprise-grade electronic signature (e-signature) solutions for use cases ranging from simple transactions to workflows that are complex or require higher levels of security. The Company’s solutions help its clients ensure the integrity of the people and records associated with digital agreements, transactions, and interactions in industries including banking, financial services, healthcare, and professional services. The Company offers a portfolio of products and services across identity verification, authentication, virtual interactions and transactions, and secure digital storage. OneSpan has operations in Austria, Australia, Belgium, Canada, China, France, Japan, The Netherlands, Singapore, Switzerland, the United Arab Emirates, the United Kingdom (U.K), and the United States (U.S.).
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of OneSpan and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In May 2022, the Company announced a three-year strategic transformation plan that began on January 1, 2023. In conjunction with the strategic transformation plan and to enable a more efficient capital deployment model, effective with the quarter ended June 30, 2022, the Company began reporting under the following two lines of business, which are its reportable operating segments: Digital Agreements and Security Solutions. During the six months ended June 30, 2023, and as a result of the ongoing strategic transformation, the Company refined its allocation methodology to better align internal and external costs more directly to where the employee efforts and company resources are being spent on each segment. While the Company's consolidated results will not be impacted, the Company has recast its segment information for the three and six months ended June 30, 2022 for comparable presentation. For further information regarding the Company’s reportable segments, see Note 3, Segment Information .
Estimates and Assumptions	Estimates and Assumptions The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
Foreign Currency Translation and Transactions	Foreign Currency Translation and TransactionsThe financial position and results of operations of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated into U.S. Dollars using current exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates are charged or credited to other comprehensive income (loss). Gains and losses resulting from foreign currency transactions are included in the condensed consolidated statements of operations in other (expense) income, net.
Restricted Cash	Restricted Cash The Company is party to lease agreements that require letters of credit to secure the obligations which totaled $0.9 million and $1.1 million at June 30, 2023 and December 31, 2022, respectively. Additionally, the Company maintained a cash guarantee with a payroll vendor in the amount of $0.1 million at both June 30, 2023 and December 31, 2022. The restricted cash related to the letters of credit and the payroll vendor cash guarantee is recorded in "Restricted cash" on the condensed consolidated balance sheets.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, the Company believes that the issued standards that are not yet effective will not have a material impact on its condensed consolidated financial statements and disclosures upon adoption.

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Reconciliation of segment information to the totals reported in the accompanying consolidated financial statements	The tables below set forth information about the Company’s reportable operating segments for the three and six months ended June 30, 2023 and 2022, along with the items necessary to reconcile the segment information to the totals reported in the accompanying condensed consolidated financial statements. Three Months Ended Six Months Ended (In thousands, except percentages) 2023 2022 2023 2022 Digital Agreements Revenue $ 11,862 $ 10,454 $ 23,414 $ 23,755 Gross profit $ 8,583 $ 7,647 $ 17,031 $ 17,933 Gross margin 72 % 73 % 73 % 75 % Operating income (loss) (1) $ (7,121) $ (462) $ (13,154) $ 664 Security Solutions Revenue $ 43,871 $ 42,336 $ 89,926 $ 81,482 Gross profit $ 25,711 $ 27,859 $ 56,549 $ 54,251 Gross margin 59 % 66 % 63 % 67 % Operating income (2) $ 8,523 $ 7,999 $ 24,154 $ 15,688 Total Company: Revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 Gross profit $ 34,294 $ 35,506 $ 73,580 $ 72,184 Gross margin 62 % 67 % 65 % 69 % Statements of Operations reconciliation: Segment operating income $ 1,402 $ 7,537 $ 11,000 $ 16,352 Corporate operating expenses not allocated at the segment level (19,166) (15,775) (36,894) (33,833) Operating loss $ (17,764) $ (8,238) $ (25,894) $ (17,481) Interest income, net 585 35 1,088 18 Other income (expense), net 29 (675) (11) 14,972 Loss before income taxes $ (17,150) $ (8,878) $ (24,817) $ (2,491) (1) Digital Agreements operating income includes $0.6 million of amortization of intangible assets expense for
Reconciliation of the disaggregated revenues to revenues from our two operating segments	The following tables illustrate the disaggregation of revenues by category and services, including a reconciliation of the disaggregated revenues to revenues from the Company’s two reportable operating segments for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 Digital Agreements Security Solutions Digital Agreements Security Solutions (In thousands) Subscription $ 10,486 $ 12,499 $ 8,736 $ 11,093 Maintenance and support 1,130 10,473 1,408 10,770 Professional services and other (1) 246 1,253 310 1,690 Hardware products — 19,646 — 18,783 Total Revenue $ 11,862 $ 43,871 $ 10,454 $ 42,336 Six Months Ended June 30, 2023 2022 Digital Agreements Security Solutions Digital Agreements Security Solutions (In thousands) Subscription $ 20,834 $ 32,107 $ 20,407 $ 22,691 Maintenance and support 2,126 20,638 2,760 21,364 Professional services and other (1) 454 2,669 588 3,293 Hardware products — 34,512 — 34,134 Total Revenue $ 23,414 $ 89,926 $ 23,755 $ 81,482 (1) Professional services and other includes perpetual software licenses revenue, which was less than 2% of total revenue for the three and six months ended June 30, 2023 and 2022, respectively.

Revenue from Contracts with C_2

Revenue from Contracts with Customers (Tables)	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenues disaggregated by geography, major product line and timing of revenue recognition	The following tables present the Company’s revenues disaggregated by major products and services, geographical region and timing of revenue recognition: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Subscription $ 22,985 $ 19,829 $ 52,941 $ 43,098 Maintenance and support 11,603 12,178 22,764 24,124 Professional services and other (1) 1,499 2,000 3,123 3,881 Hardware products 19,646 18,783 34,512 34,134 Total Revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 (1) Professional services & other includes perpetual software licenses revenue, which was less than 2% of total revenue for the three and six months ended June 30, 2023 and 2022, respectively. Revenue by location of customer for the Three and Six Months Ended June 30, 2023 and 2022 We classify our sales by customer location in three geographic regions: 1) EMEA, which includes Europe, Middle East and Africa; 2) the Americas, which includes North, Central, and South America; and 3) Asia Pacific (APAC), which includes Australia, New Zealand, and India. The breakdown of revenue in each of our major geographic areas was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands, except percentages) Revenue EMEA $ 26,539 $ 23,521 $ 54,359 $ 48,397 Americas 18,331 19,329 38,829 36,578 APAC 10,863 9,940 20,152 20,262 Total revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237 % of Total Revenue EMEA 48 % 44 % 48 % 46 % Americas 33 % 37 % 34 % 35 % APAC 19 % 19 % 18 % 19 % Timing of revenue recognition Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Products and Licenses transferred at a point in time $ 30,583 $ 28,731 $ 63,729 $ 58,216 Services transferred over time 25,150 24,059 49,611 47,021 Total Revenue $ 55,733 $ 52,790 $ 113,340 $ 105,237
Schedule of changes in contract assets and contract liabilities	The following table provides information about receivables, contract assets and contract liabilities from contracts with customers as of June 30, 2023 and December 31, 2022: June 30, December 31, (In thousands) 2023 2022 Receivables, inclusive of trade and unbilled $ 38,154 $ 65,132 Contract Assets (current and non-current) $ 5,708 $ 4,642 Contract Liabilities (Deferred Revenue current and non-current) $ 57,281 $ 70,906
Schedule of estimated revenue expected to be recognized in the future	The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2023: (In thousands) 2023 2024 2025 Beyond 2025 Total Future revenue related to current unsatisfied performance obligations $ 21,056 $ 24,663 $ 11,922 $ 7,028 $ 64,669
Schedule of information related to the capitalized costs and amortization recognized in the current and prior period	The following tables provide information related to the capitalized costs and amortization recognized in the current and prior period: (In thousands) June 30, 2023 December 31, 2022 Capitalized costs to obtain contracts, current $ 3,112 $ 2,929 Capitalized costs to obtain contracts, non-current $ 10,086 $ 10,571 Three Months Ended June 30, (In thousands) 2023 2022 Amortization of capitalized costs to obtain contracts $ 754 $ 555 Impairments of capitalized costs to obtain contracts $ — $ —

Inventories, net (Tables)

Inventories, net (Tables)	6 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Summary of inventories, net	Inventories, net consist of the following: June 30, December 31, (In thousands) Component parts (1) $ 9,211 $ 6,762 Work-in-process and finished goods 5,792 5,292 Total $ 15,003 $ 12,054 (1) In conjunction with the Company's decision to discontinue investments in its Digipass CX product (see Note 16, Restructuring and Other Related Charges) , non-cash impairment charges of $1.6 million for component parts, net, were recorded in "Cost of goods sold, Product and license" on the condensed consolidated statements of operations for the three and six months ended June 30, 2023.

Goodwill (Tables)

Goodwill (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill activity	The following table presents the changes in goodwill during the six months ended June 30, 2023: Digital Agreements Security Solutions Total (In thousands) Net balance at December 31, 2022 $ 19,732 $ 70,782 $ 90,514 Foreign currency exchange rate effect 475 1,704 2,179 Acquisition during the period (1) $ 601 $ — $ 601 Net balance at June 30, 2023 $ 20,808 $ 72,486 $ 93,294 (1) Represents goodwill recorded in conjunction with the acquisition of substantially all the assets of the ProvenDB business of Southbank Software Pty Ltd. during the six months ended June 30, 2023. See Note 17, Business Acquisitions, for additional information.

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2023
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Schedule of intangible asset activity	Intangible assets as of June 30, 2023 and December 31, 2022 consist of the following: As of June 30, 2023 As of December 31, 2022 (In thousands) Useful Life (in years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Acquired technology 3 to 7 $ 43,698 $ 42,290 $ 42,022 $ 41,894 Customer relationships 5 to 12 34,731 24,793 34,386 23,323 Patents, trademarks, and other 10 to 20 13,553 12,271 13,518 12,227 Total $ 91,982 $ 79,354 $ 89,926 $ 77,444

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of major classes of property and equipment	The following table presents the major classes of property and equipment, net, as of June 30, 2023 and December 31, 2022: (In thousands) June 30, 2023 December 31, 2022 Office equipment and software $ 8,776 $ 14,451 Leasehold improvements 8,602 9,927 Furniture and fixtures 3,754 4,260 Capitalized software 8,187 4,007 Total 29,319 32,645 Accumulated depreciation (13,720) (19,964) Property and equipment, net $ 15,599 $ 12,681

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of assets that are measured at fair value on a recurring basis	The following tables summarize the Company’s financial assets by level in the fair value hierarchy, which are measured at fair value on a recurring basis, as of June 30, 2023 and December 31, 2022: Fair Value Measurement at Reporting Date Using (In thousands) June 30, 2023 Quoted Prices in Active Markets for Significant Other Observable Inputs Significant Unobservable Inputs (Level 3) Assets: U.S. Treasury Bills $ 22,444 — $ 22,444 — Commercial Paper $ 13,277 — $ 13,277 — U.S. Treasury Notes $ 2,596 — $ 2,596 — Money Market Funds $ 61 — $ 61 — Fair Value Measurement at Reporting Date Using (In thousands) December 31, 2022 Quoted Prices in Active Markets for Significant Other Observable Inputs Significant Unobservable Inputs (Level 3) Assets: Money Market Funds $ 28,388 — $ 28,388 — Commercial Paper $ 6,743 — $ 6,743 — Corporate Notes / Bonds $ 2,328 — $ 2,328 —

Allowance for Credit Losses (Ta

Allowance for Credit Losses (Tables)	6 Months Ended
	Jun. 30, 2023
Credit Loss [Abstract]
Schedule change in the allowance for credit losses	The changes in the allowance for credit losses during the six months ended June 30, 2023 were as follows: (In thousands) Balance at December 31, 2022 $ 1,600 Provision 204 Write-offs (252) Balance at June 30, 2023 $ 1,552

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Schedule of supplemental consolidated balance sheet information related to our operating leases	Operating lease cost details for the three and six months ended June 30, 2023 and 2022 are as follows: Three Months Ended Six months ended 2023 2022 2023 2022 (In thousands) Building rent $ 478 $ 521 $ 1,001 $ 1,096 Automobile rentals 316 361 566 581 Total net operating lease costs $ 794 $ 882 $ 1,567 $ 1,677
Schedule of maturities of operating leases	Maturities of the Company’s operating leases as of June 30, 2023 are as follows: As of (In thousands) 2023 $ 1,366 2024 2,041 2025 1,164 2026 1,071 2027 886 Later years 1,246 Less imputed interest (779) Total lease liabilities $ 6,995

Long-Term Compensation Plan a_2

Long-Term Compensation Plan and Stock Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Summary of compensation expense	The following table presents stock-based compensation expense and other long-term incentive plan compensation expense for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Stock-based compensation $ 4,503 $ 1,253 $ 8,315 $ 2,613 Other long-term incentive plan compensation 68 24 179 (112) Total compensation $ 4,571 $ 1,277 $ 8,494 $ 2,501

Earnings per Share (Tables)

Earnings per Share (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Details of earnings per share calculations	The details of the earnings per share calculations for the three and six months ended June 30, 2023 and 2022 are as follows: Three Months Ended Six months ended (In thousands, except per share data) 2023 2022 2023 2022 Net loss $ (17,751) $ (9,350) $ (26,107) $ (4,136) Weighted average common shares outstanding: Basic 40,399 40,157 40,435 39,870 Incremental shares with dilutive effect: Restricted stock awards — — — — Diluted 40,399 40,157 40,435 39,870 Net loss per share: Basic $ (0.44) $ (0.23) $ (0.65) $ (0.10) Diluted $ (0.44) $ (0.23) $ (0.65) $ (0.10)

Restructuring and Other Relat_2

Restructuring and Other Related Charges (Tables)	6 Months Ended
	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
Schedule of changes in the carrying amount of the restructuring charge liability	The table below sets forth the changes in the carrying amount of our restructuring charge liability by restructuring type for the six months ended June 30, 2023. Employee Costs Real Estate Rationalization Total (In thousands) Balance as of December 31, 2022 $ 3,596 $ — $ 3,596 Additions 3,132 1,795 4,927 Payments (2,402) (358) (2,760) Balance as of June 30, 2023 $ 4,326 $ 1,437 $ 5,763

Business Acquisitions (Tables)

Business Acquisitions (Tables)	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Summary of business acquisition	ProvenDB is allocated entirely to our Digital Agreements reportable operating segment. (In thousands) As of Date of Opening Balance Sheet Net assets acquired: Acquired technology $ 1,447 Accrued wages and payroll taxes (47) Goodwill 600 Total net assets acquired $ 2,000 Consideration $ 2,000

Description of the Company an_2

Description of the Company and Basis of Presentation (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) segment	Jun. 30, 2022 USD ($) segment	Jun. 30, 2023 USD ($) segment	Jun. 30, 2022 USD ($) segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Loss from foreign currency transactions | $	$ 0.2	$ 0.9	$ 0.4	$ 1.3
Number of reportable segments			2
Number of operating segments	2	2	2	2

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Line Items]
Restricted cash	$ 993	$ 1,208
Letter of Credit
Accounting Policies [Line Items]
Restricted cash	900	1,100
Guarantees
Accounting Policies [Line Items]
Restricted cash	$ 100	$ 100

Segment Information - Narrative

Segment Information - Narrative (Details) - segment	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting [Abstract]
Number of operating segments	2	2	2	2

Segment Information - Reconcili

Segment Information - Reconciliation of segment information to the totals reported in the accompanying consolidated financial statements (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Information
Revenue	$ 55,733	$ 52,790	$ 113,340	$ 105,237
Gross profit	$ 34,294	$ 35,506	$ 73,580	$ 72,184
Gross margin	62%	67%	65%	69%
Operating income (loss)	$ (17,764)	$ (8,238)	$ (25,894)	$ (17,481)
Corporate operating expenses not allocated at the segment level	(52,058)	(43,744)	(99,474)	(89,665)
Operating loss	(17,764)	(8,238)	(25,894)	(17,481)
Interest income, net	585	35	1,088	18
Other income (expense), net	29	(675)	(11)	14,972
Loss before income taxes	(17,150)	(8,878)	(24,817)	(2,491)
Amortization of intangible assets	583	1,217	1,166	2,599
Digital Agreements
Segment Information
Revenue	11,862	10,454	23,414	23,755
Gross profit	$ 8,583	$ 7,647	$ 17,031	$ 17,933
Gross margin	72%	73%	73%	75%
Operating income (loss)	$ (7,121)	$ (462)	$ (13,154)	$ 664
Operating loss	(7,121)	(462)	(13,154)	664
Security Solutions
Segment Information
Revenue	43,871	42,336	89,926	81,482
Gross profit	$ 25,711	$ 27,859	$ 56,549	$ 54,251
Gross margin	59%	66%	63%	67%
Operating income (loss)	$ 8,523	$ 7,999	$ 24,154	$ 15,688
Operating loss	8,523	7,999	24,154	15,688
Operating Segments
Segment Information
Operating income (loss)	1,402	7,537	11,000	16,352
Corporate operating expenses not allocated at the segment level	(19,166)	(15,775)	(36,894)	(33,833)
Operating loss	1,402	7,537	11,000	16,352
Operating Segments | Digital Agreements
Segment Information
Amortization of intangible assets	600	600	1,100	1,100
Operating Segments | Security Solutions
Segment Information
Amortization of intangible assets	$ 0	$ 600	$ 0	$ 1,500

Segment Information - Reconci_2

Segment Information - Reconciliation of the disaggregated revenues to revenues from our two operating segments (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) segment	Jun. 30, 2022 USD ($) segment	Jun. 30, 2023 USD ($) segment	Jun. 30, 2022 USD ($) segment
Segment Information
Number of operating segments | segment	2	2	2	2
Revenue	$ 55,733	$ 52,790	$ 113,340	$ 105,237
Subscription
Segment Information
Revenue	22,985	19,829	52,941	43,098
Professional services and other
Segment Information
Revenue	$ 1,499	$ 2,000	$ 3,123	$ 3,881
Percent of total	2%	2%	2%	2%
Digital Agreements
Segment Information
Revenue	$ 11,862	$ 10,454	$ 23,414	$ 23,755
Digital Agreements | Subscription
Segment Information
Revenue	10,486	8,736	20,834	20,407
Digital Agreements | Maintenance and support
Segment Information
Revenue	1,130	1,408	2,126	2,760
Digital Agreements | Professional services and other
Segment Information
Revenue	246	310	454	588
Digital Agreements | Hardware products
Segment Information
Revenue	0	0	0	0
Security Solutions
Segment Information
Revenue	43,871	42,336	89,926	81,482
Security Solutions | Subscription
Segment Information
Revenue	12,499	11,093	32,107	22,691
Security Solutions | Maintenance and support
Segment Information
Revenue	10,473	10,770	20,638	21,364
Security Solutions | Professional services and other
Segment Information
Revenue	1,253	1,690	2,669	3,293
Security Solutions | Hardware products
Segment Information
Revenue	$ 19,646	$ 18,783	$ 34,512	$ 34,134

Revenue from Contracts with C_3

Revenue from Contracts with Customers - Disaggregation of revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue
Revenue	$ 55,733	$ 52,790	$ 113,340	$ 105,237
Products and Licenses transferred at a point in time
Revenue
Revenue	30,583	28,731	63,729	58,216
Services transferred over time
Revenue
Revenue	25,150	24,059	49,611	47,021
EMEA
Revenue
Revenue	$ 26,539	$ 23,521	$ 54,359	$ 48,397
Percent of total	48%	44%	48%	46%
Americas
Revenue
Revenue	$ 18,331	$ 19,329	$ 38,829	$ 36,578
Percent of total	33%	37%	34%	35%
APAC
Revenue
Revenue	$ 10,863	$ 9,940	$ 20,152	$ 20,262
Percent of total	19%	19%	18%	19%
Subscription
Revenue
Revenue	$ 22,985	$ 19,829	$ 52,941	$ 43,098
Maintenance and support
Revenue
Revenue	11,603	12,178	22,764	24,124
Professional services and other
Revenue
Revenue	$ 1,499	$ 2,000	$ 3,123	$ 3,881
Percent of total	2%	2%	2%	2%
Hardware products
Revenue
Revenue	$ 19,646	$ 18,783	$ 34,512	$ 34,134

Revenue from Contracts with C_4

Revenue from Contracts with Customers - Contract balances (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Contract balances
Receivables, inclusive of trade and unbilled	$ 38,154	$ 65,132
Contract Assets (current and non-current)	5,708	4,642
Contract Liabilities (Deferred Revenue current and non-current)	57,281	$ 70,906
Revenue recognized that was included in the balance sheet	$ 43,100
Minimum
Contract balances
The amount of time contract assets are transferred to receivables	2 years
Maximum
Contract balances
The amount of time contract assets are transferred to receivables	5 years

Revenue from Contracts with C_5

Revenue from Contracts with Customers - Performance Obligations (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Revenue
Future revenue related to current unsatisfied performance obligations	$ 64,669
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue
Future revenue related to current unsatisfied performance obligations	$ 21,056
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue
Future revenue related to current unsatisfied performance obligations	$ 24,663
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue
Future revenue related to current unsatisfied performance obligations	$ 11,922
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue
Future revenue related to current unsatisfied performance obligations	$ 7,028
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period

Revenue from Contracts with C_6

Revenue from Contracts with Customers - Capitalized Costs and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Amortization period	7 years
Capitalized costs to obtain contracts, current	$ 3,112		$ 2,929
Capitalized costs to obtain contracts, non-current	10,086		$ 10,571
Amortization of capitalized costs to obtain contracts	754	$ 555
Impairments of capitalized costs to obtain contracts	$ 0	$ 0

Inventories, net - Summary of I

Inventories, net - Summary of Inventories, Net (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Inventory Disclosure [Abstract]
Component parts (1)	$ 9,211	$ 9,211		$ 6,762
Work-in-process and finished goods	5,792	5,792		5,292
Total	15,003	15,003		$ 12,054
Impairments of inventories, net	$ 1,600	$ 1,568	$ 0

Goodwill - Goodwill Activity (D

Goodwill - Goodwill Activity (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Goodwill [Roll Forward]
Net balance at beginning of period	$ 90,514,000
Foreign currency exchange rate effect	2,179,000
Additions during the period	601,000
Net balance at end of period	93,294,000
Goodwill impairment	0	$ 0
Digital Agreements
Goodwill [Roll Forward]
Net balance at beginning of period	19,732,000
Foreign currency exchange rate effect	475,000
Additions during the period	601,000
Net balance at end of period	20,808,000
Security Solutions
Goodwill [Roll Forward]
Net balance at beginning of period	70,782,000
Foreign currency exchange rate effect	1,704,000
Additions during the period	0
Net balance at end of period	$ 72,486,000

Intangible Assets - Schedule of

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets
Amortization of intangible assets	$ 583,000	$ 1,217,000	$ 1,166,000	$ 2,599,000
Intangible assets, net
Gross Carrying Amount	91,982,000		91,982,000		$ 89,926,000
Accumulated Amortization	79,354,000		79,354,000		77,444,000
Impairment of intangible assets			0	$ 0
Acquired technology
Intangible assets, net
Gross Carrying Amount	43,698,000		43,698,000		42,022,000
Accumulated Amortization	$ 42,290,000		$ 42,290,000		$ 41,894,000
Acquired technology | Minimum
Intangible assets, net
Useful Life (in years)	3 years		3 years		3 years
Acquired technology | Maximum
Intangible assets, net
Useful Life (in years)	7 years		7 years		7 years
Customer relationships
Intangible assets, net
Gross Carrying Amount	$ 34,731,000		$ 34,731,000		$ 34,386,000
Accumulated Amortization	$ 24,793,000		$ 24,793,000		$ 23,323,000
Customer relationships | Minimum
Intangible assets, net
Useful Life (in years)	5 years		5 years		5 years
Customer relationships | Maximum
Intangible assets, net
Useful Life (in years)	12 years		12 years		12 years
Patents, trademarks, and other
Intangible assets, net
Gross Carrying Amount	$ 13,553,000		$ 13,553,000		$ 13,518,000
Accumulated Amortization	$ 12,271,000		$ 12,271,000		$ 12,227,000
Patents, trademarks, and other | Minimum
Intangible assets, net
Useful Life (in years)	10 years		10 years		10 years
Patents, trademarks, and other | Maximum
Intangible assets, net
Useful Life (in years)	20 years		20 years		20 years

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total	$ 29,319		$ 29,319		$ 32,645
Accumulated depreciation	(13,720)		(13,720)		(19,964)
Property and equipment, net	15,599		15,599		12,681
Depreciation expense	800	$ 700	1,400	$ 1,400
Non-cash impairment charge			2,087	$ 0
Office equipment and software
Property, Plant and Equipment [Line Items]
Total	8,776		8,776		14,451
Non-cash impairment charge	100		100
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total	8,602		8,602		9,927
Non-cash impairment charge	600		600
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total	3,754		3,754		4,260
Capitalized software
Property, Plant and Equipment [Line Items]
Total	8,187		8,187		$ 4,007
Non-cash impairment charge	$ 1,400		$ 1,400

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
U.S. Treasury Bills
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 22,444
U.S. Treasury Bills | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0
U.S. Treasury Bills | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	22,444
U.S. Treasury Bills | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0
Commercial Paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	13,277	$ 6,743
Commercial Paper | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0	0
Commercial Paper | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	13,277	6,743
Commercial Paper | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0	0
U.S. Treasury Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	2,596
U.S. Treasury Notes | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0
U.S. Treasury Notes | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	2,596
U.S. Treasury Notes | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0
Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	61	28,388
Money Market Funds | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0	0
Money Market Funds | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	61	28,388
Money Market Funds | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 0	0
Corporate Notes / Bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		2,328
Corporate Notes / Bonds | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		0
Corporate Notes / Bonds | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		2,328
Corporate Notes / Bonds | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		$ 0

Fair Value Measurements - Dealf

Fair Value Measurements - Dealflo (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Impairment of intangible assets	$ 0	$ 0

Allowance for Credit Losses (De

Allowance for Credit Losses (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Changes in the allowance for credit losses
Beginning Balance	$ 1,600
Provision	204
Write-offs	(252)
Ending Balance	$ 1,552

Allowance for Credit Losses - N

Allowance for Credit Losses - Narrative (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Credit Loss [Abstract]
Accounts receivable, write offs that were fully reserved for and no longer deemed collectible	$ 252

Leases - Schedule of supplement

Leases - Schedule of supplemental consolidated balance sheet information related to our operating leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lessee, Lease, Description [Line Items]
Total net operating lease costs	$ 794	$ 882	$ 1,567	$ 1,677
Building rent
Lessee, Lease, Description [Line Items]
Total net operating lease costs	478	521	1,001	1,096
Automobile rentals
Lessee, Lease, Description [Line Items]
Total net operating lease costs	$ 316	$ 361	$ 566	$ 581

Leases - Narrative (Details)

Leases - Narrative (Details) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)
Leases [Abstract]
Weighted average remaining lease term	4 years 4 months 24 days	4 years 4 months 24 days
Weighted-average discount rate	5%	5%
Cash payments to settle a lease liability reported in cash flows	$ 1.5	$ 1.5
Right-of-use assets obtained in exchange for new lease liabilities	0.2	0.2
Early lease termination fee	1.4	1.4
Gain on rent concession and tenant improvement allowances	$ 0.3	$ 0.3

Leases - Maturities of our oper

Leases - Maturities of our operating leases (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Maturities of operating leases
2023	$ 1,366
2024	2,041
2025	1,164
2026	1,071
2027	886
Later years	1,246
Less imputed interest	(779)
Total lease liabilities	$ 6,995

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	25%
Statutory tax rate	21%
Income taxes paid	$ 3.8	$ 2
Deferred tax assets, foreign and state NOL carryforwards			$ 46.8
Foreign and state, net operating loss (NOL) carryforwards			125.7
Other foreign deductible carryforwards			124.2
Deferred tax assets, valuation allowance			$ 37.7

Long-Term Compensation Plan a_3

Long-Term Compensation Plan and Stock Based Compensation (Details) - 2019 Omnibus Incentive Plan $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($) shares
Restricted Stock, subject to time-based criteria
Plan information
Stock based compensation awards issued shares (in shares) | shares	1,000,000
Restricted stock awards | $	$ 13.1
Restricted Stock, subject to time-based criteria | Minimum
Plan information
Vesting period (in years)	1 year
Restricted Stock, subject to time-based criteria | Maximum
Plan information
Vesting period (in years)	3 years
Restricted Stock, subject to future performance criteria
Plan information
Stock based compensation awards issued shares (in shares) | shares	900,000
Restricted stock awards | $	$ 12.8
Vesting period (in years)	3 years
Restricted stock expected to be earned, percent	63%

Long-Term Compensation Plan a_4

Long-Term Compensation Plan and Stock Based Compensation - Allocation of Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Compensation expense
Stock-based compensation	$ 4,503	$ 1,253	$ 8,315	$ 2,613
Other long-term incentive plan compensation	68	24	179	(112)
Total compensation	$ 4,571	$ 1,277	$ 8,494	$ 2,501

Earnings per Share - Details of

Earnings per Share - Details of Earnings Per Share Calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net loss	$ (17,751)	$ (8,356)	$ (9,350)	$ 5,214	$ (26,107)	$ (4,136)
Weighted average common shares outstanding:
Basic (in shares)	40,399		40,157		40,435	39,870
Incremental shares with dilutive effect:
Restricted stock awards	0		0		0	0
Diluted (in shares)	40,399		40,157		40,435	39,870
Basic (in dollars per share)	$ (0.44)		$ (0.23)		$ (0.65)	$ (0.10)
Diluted (in dollars per share)	$ (0.44)		$ (0.23)		$ (0.65)	$ (0.10)

Legal Proceedings and Conting_2

Legal Proceedings and Contingencies - Rent expense and purchase obligations (Details) $ in Millions	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Liabilities accrued	$ 1.5

Restructuring and Other Relat_3

Restructuring and Other Related Charges - Narrative (Detail) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) employee	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Restructuring Plan
Restructuring and other related charges	$ 5,846	$ 2,688	$ 6,552	$ 5,347
Contract termination fees	5,763		5,763		$ 3,596
Gain on rent concession and tenant improvement allowances	300		300
Non-cash impairment charge			2,087	0
Payments			2,760
Capitalized software
Restructuring Plan
Non-cash impairment charge	1,400		1,400
Employee Costs
Restructuring Plan
Severance-related costs	2,400		$ 3,100
Number of employees eliminated | employee			140
Restructuring liability, current	3,700		$ 3,700
Restructuring liability, noncurrent	600		600
Contract termination fees	4,326		4,326		3,596
Payments			2,402
Real Estate Rationalization
Restructuring Plan
Restructuring liability, current	700		700
Restructuring liability, noncurrent	700		700
Contract termination fees	1,437		1,437		$ 0
Gain on rent concession and tenant improvement allowances			300
Non-cash impairment charge			700
Payments			358
Vendor Rationalization
Restructuring Plan
Payments	200		200
Plan
Restructuring Plan
Restructuring and other related charges	$ 5,800	$ 2,700	$ 6,600	$ 5,300

Restructuring and Other Relat_4

Restructuring and Other Related Charges - Operating costs (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Restructuring Reserve [Roll Forward]
Beginning balance		$ 3,596
Additions		4,927
Payments		(2,760)
Ending balance	$ 5,763	5,763
Employee Costs
Restructuring Reserve [Roll Forward]
Beginning balance		3,596
Additions		3,132
Payments		(2,402)
Ending balance	4,326	4,326
Real Estate Rationalization
Restructuring Reserve [Roll Forward]
Beginning balance		0
Additions		1,795
Payments		(358)
Ending balance	1,437	1,437
Vendor Rationalization
Restructuring Reserve [Roll Forward]
Payments	$ (200)	$ (200)

Business Acquisitions - Narrati

Business Acquisitions - Narrative (Details) - ProvenDB $ in Thousands	Feb. 22, 2023 USD ($)
Asset Acquisition [Line Items]
Total consideration	$ 2,000
Cash payments for acquisition	1,800
Aggregate amount held for net working capital adjustments	200
Digital Agreements
Asset Acquisition [Line Items]
Total consideration	$ 2,000

Business Acquisitions - Allocat

Business Acquisitions - Allocation (Details) - USD ($) $ in Thousands	Feb. 22, 2023	Jun. 30, 2023	Dec. 31, 2022
Asset Acquisition [Line Items]
Goodwill		$ 93,294	$ 90,514
Digital Agreements
Asset Acquisition [Line Items]
Goodwill		$ 20,808	$ 19,732
ProvenDB
Asset Acquisition [Line Items]
Consideration	$ 2,000
ProvenDB | Digital Agreements
Asset Acquisition [Line Items]
Acquired technology	1,447
Accrued wages and payroll taxes	(47)
Goodwill	600
Total net assets acquired	2,000
Consideration	$ 2,000