Upland Software (UPLD) 10-Q 7 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 05, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-36720
Entity Registrant Name	UPLAND SOFTWARE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-2992077
Entity Address, Address Line One	401 Congress Ave., Suite 1850
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
City Area Code	512
Local Phone Number	960-1010
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		27,440,968
Entity Central Index Key	0001505155
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	UPLD
Security Exchange Name	NASDAQ
Preferred Stock Purchase Rights
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 59,739	$ 236,559
Accounts receivable (net of allowance of $385 and $572 at September 30, 2024, and December 31, 2023, respectively)	31,849	38,765
Deferred commissions, current	9,192	10,429
Unbilled receivables	3,505	2,701
Income tax receivable, current	2,931	3,775
Prepaid expenses and other current assets	10,731	8,004
Total current assets	117,947	300,233
Tax credits receivable	1,319	1,657
Property and equipment, net	1,559	1,932
Operating lease right-of-use asset	1,595	2,929
Intangible assets, net	142,652	182,349
Goodwill	269,010	353,778
Deferred commissions, noncurrent	11,866	12,568
Interest rate swap assets	8,576	14,270
Other assets	414	308
Total assets	554,938	870,024
Current liabilities:
Accounts payable	8,788	8,137
Accrued compensation	6,707	7,174
Accrued expenses and other current liabilities	6,085	7,050
Deferred revenue	92,740	102,763
Operating lease liabilities, current	1,278	2,351
Current maturities of notes payable (includes unamortized discount of $2,022 and $2,228 at September 30, 2024, and December 31, 2023, respectively)	3,378	3,172
Total current liabilities	118,976	130,647
Notes payable, less current maturities (includes unamortized discount of $1,688 and $3,148 at September 30, 2024, and December 31, 2023, respectively)	293,912	473,502
Deferred revenue, noncurrent	3,296	3,860
Operating lease liabilities, noncurrent	843	1,597
Noncurrent deferred tax liability, net	14,706	16,025
Other long-term liabilities	489	461
Total liabilities	432,222	626,092
Mezzanine equity:
Series A Convertible Preferred stock, $0.0001 par value; 5,000,000 shares authorized; 115,000 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively	121,809	117,638
Stockholders’ equity:
Common stock, $0.0001 par value; 75,000,000 shares authorized; 27,440,968 and 29,908,407 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively	3	3
Additional paid-in capital	605,353	608,995
Accumulated other comprehensive income (loss)	(6,275)	6,168
Accumulated deficit	(598,174)	(488,872)
Total stockholders’ equity	907	126,294
Total liabilities, convertible preferred stock and stockholders’ equity	$ 554,938	$ 870,024

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss, current	$ 385	$ 572
Unamortized discount, current	2,022	2,228
Unamortized discount, noncurrent	$ 1,688	$ 3,148
Series A convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Series A convertible preferred stock, authorized (in shares)	5,000,000	5,000,000
Series A convertible preferred stock, issued (in shares)	115,000	115,000
Series A convertible preferred stock, outstanding (in shares)	115,000	115,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	75,000,000	75,000,000
Common stock issued (in shares)	27,440,968	29,908,407
Common stock outstanding (in shares)	27,440,968	29,908,407

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue	$ 66,692	$ 74,121	$ 206,767	$ 225,674
Cost of revenue	19,705	22,938	61,228	72,652
Gross profit	46,987	51,183	145,539	153,022
Operating expenses:
Sales and marketing	16,325	16,860	50,134	46,904
Research and development	11,432	12,740	36,072	37,713
General and administrative	11,051	14,597	38,163	47,369
Depreciation and amortization	11,490	14,262	34,266	44,209
Acquisition-related expenses	0	443	0	2,609
Impairment of goodwill	0	0	87,227	128,755
Total operating expenses	50,298	58,902	245,862	307,559
Loss from operations	(3,311)	(7,719)	(100,323)	(154,537)
Other income (expense):
Interest income (expense), net	2,337	(2,525)	(7,677)	(13,362)
Other income (expense), net	(229)	103	(109)	911
Total other income (expense)	2,108	(2,422)	(7,786)	(12,451)
Loss before benefit from (provision for) income taxes	(1,203)	(10,141)	(108,109)	(166,988)
Benefit from (provision for) income taxes	(530)	1,471	(1,193)	3,126
Net loss	(1,733)	(8,670)	(109,302)	(163,862)
Preferred stock dividends	(1,406)	(1,344)	(4,171)	(3,988)
Net loss attributable to common stockholders, basic	(3,139)	(10,014)	(113,473)	(167,850)
Net loss attributable to common stockholders, diluted	$ (3,139)	$ (10,014)	$ (113,473)	$ (167,850)
Net loss per common share:
Net loss per common share, basic (in dollars per share)	$ (0.12)	$ (0.31)	$ (4.07)	$ (5.17)
Net loss per common share, diluted (in dollars per share)	$ (0.12)	$ (0.31)	$ (4.07)	$ (5.17)
Weighted-average common shares outstanding, basic (in shares)	27,292,410	32,579,544	27,850,947	32,438,682
Weighted-average common shares outstanding, diluted (in shares)	27,292,410	32,579,544	27,850,947	32,438,682
Total product revenue
Revenue	$ 64,877	$ 71,456	$ 200,659	$ 217,687
Subscription and support
Revenue	63,771	69,962	196,353	213,370
Cost of revenue	18,449	20,853	57,525	66,411
Perpetual license
Revenue	1,106	1,494	4,306	4,317
Professional services
Revenue	1,815	2,665	6,108	7,987
Cost of revenue	$ 1,256	$ 2,085	$ 3,703	$ 6,241

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (1,733)	$ (8,670)	$ (109,302)	$ (163,862)
Other comprehensive income (loss):
Foreign currency translation adjustment	4,615	(4,103)	1,796	(3,248)
Unrealized translation gain (loss) on foreign currency denominated intercompany loans, net of taxes	4,138	(2,588)	2,468	1,111
Interest rate swaps	(14,428)	(3,496)	(16,707)	(3,745)
Other comprehensive income (loss):	(5,675)	(10,187)	(12,443)	(5,882)
Comprehensive loss	$ (7,408)	$ (18,857)	$ (121,745)	$ (169,744)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Equity (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022	115,000
Beginning balance at Dec. 31, 2022	$ 112,291
Increase (Decrease) in Temporary Equity [Roll Forward]
Dividends accrued - Convertible Preferred Stock	$ 3,988
Ending balance (in shares) at Sep. 30, 2023	115,000
Ending balance at Sep. 30, 2023	$ 116,279
Beginning balance (in shares) at Dec. 31, 2022		32,221,855
Beginning balance at Dec. 31, 2022	308,870	$ 3	$ 606,755	$ 11,110	$ (308,998)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends accrued - Convertible Preferred Stock	(3,988)		(3,988)
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		702,514
Issuance of stock under Company plans, net of shares withheld for tax	(740)		(740)
Stock repurchases and retirements (in shares)		(783,356)
Stock repurchases and retirements	(3,215)		(3,215)
Stock-based compensation	18,192		18,192
Foreign currency translation adjustment	(3,248)			(3,248)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	1,111			1,111
Interest rate swaps	(3,745)			(3,745)
Net loss	(163,862)				(163,862)
Ending balance (in shares) at Sep. 30, 2023		32,141,013
Ending balance at Sep. 30, 2023	$ 149,375	$ 3	617,004	5,228	(472,860)
Beginning balance (in shares) at Jun. 30, 2023	115,000
Beginning balance at Jun. 30, 2023	$ 114,935
Increase (Decrease) in Temporary Equity [Roll Forward]
Dividends accrued - Convertible Preferred Stock	$ 1,344
Ending balance (in shares) at Sep. 30, 2023	115,000
Ending balance at Sep. 30, 2023	$ 116,279
Beginning balance (in shares) at Jun. 30, 2023		32,654,615
Beginning balance at Jun. 30, 2023	167,784	$ 3	616,556	15,415	(464,190)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends accrued - Convertible Preferred Stock	(1,344)		(1,344)
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		269,754
Issuance of stock under Company plans, net of shares withheld for tax	(353)		(353)
Stock repurchases and retirements (in shares)		(783,356)
Stock repurchases and retirements	(3,215)		(3,215)
Stock-based compensation	5,360		5,360
Foreign currency translation adjustment	(4,103)			(4,103)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	(2,588)			(2,588)
Interest rate swaps	(3,496)			(3,496)
Net loss	(8,670)				(8,670)
Ending balance (in shares) at Sep. 30, 2023		32,141,013
Ending balance at Sep. 30, 2023	$ 149,375	$ 3	617,004	5,228	(472,860)
Beginning balance (in shares) at Dec. 31, 2023	115,000
Beginning balance at Dec. 31, 2023	$ 117,638
Increase (Decrease) in Temporary Equity [Roll Forward]
Dividends accrued - Convertible Preferred Stock	$ 4,171
Ending balance (in shares) at Sep. 30, 2024	115,000
Ending balance at Sep. 30, 2024	$ 121,809
Beginning balance (in shares) at Dec. 31, 2023	29,908,407	29,908,407
Beginning balance at Dec. 31, 2023	$ 126,294	$ 3	608,995	6,168	(488,872)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends accrued - Convertible Preferred Stock	(4,171)		(4,171)
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		741,266
Issuance of stock under Company plans, net of shares withheld for tax	(753)		(753)
Stock repurchases and retirements (in shares)		(3,208,705)
Stock repurchases and retirements	(10,796)		(10,796)
Stock-based compensation	12,078		12,078
Foreign currency translation adjustment	1,796			1,796
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	2,468			2,468
Interest rate swaps	(16,707)			(16,707)
Net loss	$ (109,302)				(109,302)
Ending balance (in shares) at Sep. 30, 2024	27,440,968	27,440,968
Ending balance at Sep. 30, 2024	$ 907	$ 3	605,353	(6,275)	(598,174)
Beginning balance (in shares) at Jun. 30, 2024	115,000
Beginning balance at Jun. 30, 2024	$ 120,403
Increase (Decrease) in Temporary Equity [Roll Forward]
Dividends accrued - Convertible Preferred Stock	$ 1,406
Ending balance (in shares) at Sep. 30, 2024	115,000
Ending balance at Sep. 30, 2024	$ 121,809
Beginning balance (in shares) at Jun. 30, 2024		27,265,746
Beginning balance at Jun. 30, 2024	6,488	$ 3	603,526	(600)	(596,441)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends accrued - Convertible Preferred Stock	(1,406)		(1,406)
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		175,222
Issuance of stock under Company plans, net of shares withheld for tax	(190)		(190)
Stock-based compensation	3,423		3,423
Foreign currency translation adjustment	4,615			4,615
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	4,138			4,138
Interest rate swaps	(14,428)			(14,428)
Net loss	$ (1,733)				(1,733)
Ending balance (in shares) at Sep. 30, 2024	27,440,968	27,440,968
Ending balance at Sep. 30, 2024	$ 907	$ 3	$ 605,353	$ (6,275)	$ (598,174)

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities
Net loss	$ (109,302)	$ (163,862)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	41,406	54,475
Deferred income taxes	(1,265)	(2,651)
Amortization of deferred costs	9,152	9,909
Foreign currency re-measurement gain	(759)	(983)
Non-cash interest, net and other income, net	(9,268)	(2,080)
Non-cash stock-based compensation expense	12,078	18,192
Non-cash loss on impairment of goodwill	87,227	128,755
Non-cash loss on retirement of fixed assets	18	46
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable	7,093	10,168
Prepaid expenses and other current assets	(2,705)	(5,405)
Other assets	(7,159)	12,259
Accounts payable	641	(871)
Accrued expenses and other liabilities	(1,396)	(4,729)
Deferred revenue	(10,863)	(12,069)
Net cash provided by operating activities	14,898	41,154
Investing activities
Purchase of property and equipment	(562)	(1,034)
Net cash used in investing activities	(562)	(1,034)
Financing activities
Payments of debt costs	(77)	(190)
Payments on notes payable	(181,050)	(39,050)
Stock repurchases and retirement	(10,958)	(3,215)
Taxes paid related to net share settlement of equity awards	(753)	(742)
Issuance of common stock, net of issuance costs	0	2
Additional consideration paid to sellers of businesses	0	(5,550)
Net cash used in financing activities	(192,838)	(48,745)
Effect of exchange rate fluctuations on cash	1,682	(437)
Change in cash and cash equivalents	(176,820)	(9,062)
Cash and cash equivalents, beginning of period	236,559	248,653
Cash and cash equivalents, end of period	59,739	239,591
Supplemental disclosures of cash flow information:
Cash paid for interest, net of interest rate swaps	24,409	23,147
Cash paid (received) for taxes, net of refunds	$ 1,802	$ 6,227

Organization and Nature of Oper

Organization and Nature of Operations	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Operations	1. Organization and Nature of Operations Upland Software, Inc. (“Upland,” “we,” “us,” “our,” or the “Company”), a Delaware corporation, enables global businesses to work smarter with over 25 cloud software products that help increase revenue, reduce costs, and deliver business value. Upland's solutions offer many integrated AI capabilities and cover digital marketing, knowledge management, contact center service, sales productivity, and content lifecycle automation. Upland services over 10,000 customers ranging from large global corporations and various government agencies to small and medium-sized businesses. The Company's customers operate in a wide variety of industries, including financial services, consulting services, technology, manufacturing, media, telecommunications, government, insurance, non-profit, healthcare, life sciences, retail, and hospitality.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of Upland Software, Inc. and its wholly owned subsidiaries (collectively referred to as “Upland”, the “Company”, “we”, “us” or “our”). All intercompany accounts and transactions have been eliminated in consolidation. No material changes have been made to the Company’s significant accounting policies disclosed in Note 2, Basis of Presentation and Summary of Significant Accounting Policies , in our Annual Report. The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, in all material respects, and include all adjustments of a normal recurring nature necessary for a fair presentation. The results of operations for the nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other period. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2023 Annual Report on Form 10-K. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-based compensation, contingent consideration, acquired intangible assets, impairment of goodwill, intangibles and long-lived assets, the useful lives of intangible assets and property and equipment, the fair value of the Company’s interest rate swaps and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates. Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of November 7, 2024, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, accounts receivable and the Company’s interest rate swaps. The Company’s cash and cash equivalents are placed with high quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers and generally does not require collateral. To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts. No individual customer represented more than 10% of total revenues for the nine months ended September 30, 2024, or more than 10% of accounts receivable as of September 30, 2024 or December 31, 2023. Recent Accounting Pronouncements Recently issued accounting pronouncements - Not Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 should be applied on a retrospective basis. The Company is currently evaluating the impact of adopting ASU 2023-07 on its disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 should be applied on a prospective basis, and retrospective application is permitted. The Company is currently evaluating the impact of adopting ASU 2023-09 on its disclosures.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurements	3. Fair Value Measurements The Company recognizes financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. The Company’s financial instruments consist principally of cash and cash equivalents, money market funds, accounts receivable, accounts payable, interest rate swaps, and debt. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. Assets measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at September 30, 2024 (unaudited) Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 37,364 $ — $ — $ 37,364 Interest rate swaps — 8,576 — 8,576 Total $ 37,364 $ 8,576 $ — $ 45,940 Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 211,661 $ — $ — $ 211,661 Interest rate swaps — 14,270 — 14,270 Total $ 211,661 $ 14,270 $ — $ 225,931 Money market funds included in cash and cash equivalents are highly-liquid investments and are measured at fair value using quoted market prices and active markets, therefore are categorized as Level 1. The fair value of the Company's interest rate swaps are measured at the end of each interim reporting period based on the then assessed fair value and adjusted if necessary. As the fair value measure is based on the market approach, they are categorized as Level 2. Debt

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	4. Goodwill and Other Intangible Assets Changes in the Company’s goodwill balance for the nine months ended September 30, 2024 are summarized in the table below (in thousands): Balance at December 31, 2023 $ 353,778 Impairment of goodwill (87,227) Foreign currency translation adjustment 2,459 Balance at September 30, 2024 $ 269,010 As a result of the decline of our stock price impacting our market capitalization during the quarter ended March 31, 2024, we performed a quantitative impairment evaluation, which resulted in a goodwill impairment of $87.2 million. Our quantitative goodwill impairment analysis applied two methodologies to estimate the Company’s fair value which were: a) a discounted cash flow method and b) a guideline public company method. The two methods indicated that the fair value of the Company was less than its carrying value. The discounted cash flow method required significant judgments, including estimation of future cash flows, which is dependent on internally developed forecasts, estimation of the long-term rate of growth for our business, and determination of our weighted average cost of capital. Under the guideline public company method, we estimated fair value based on a market multiple of revenues and earnings derived for comparable publicly traded companies with similar operating characteristics as the Company. We will continue to evaluate Goodwill for impairment and adjust as indicators arise. Intangible assets, net include the estimated acquisition-date fair values of customer relationships, marketing-related assets, and developed technology that the Company recorded as part of its business acquisitions. The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying September 30, 2024: (unaudited) Customer relationships 1-10 $ 360,045 $ 235,505 $ 124,540 Trade name 1.5-10 9,636 8,010 1,626 Developed technology 4-9 88,154 71,823 16,331 Favorable Leases 6.3 274 119 155 Total intangible assets $ 458,109 $ 315,457 $ 142,652 Estimated Useful Gross Accumulated Net Carrying December 31, 2023: Customer relationships 1-10 $ 378,923 $ 222,436 $ 156,487 Trade name 1.5-10 10,012 7,862 2,150 Developed technology 4-9 94,103 70,582 23,521 Favorable Leases 6.3 280 89 191 Total intangible assets $ 483,318 $ 300,969 $ 182,349 Management recorded no impairments of intangible assets during the three and nine months ended September 30, 2024 and September 30, 2023. The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life. Total amortization expense was $13.5 million and $40.5 million during the three and nine months ended September 30, 2024, respectively and $17.2 million and $53.4 million for the three and nine months ended September 30, 2023, respectively.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	5. Income Taxes The Company’s income tax expense (benefit) for the three and nine months ended September 30, 2024 and September 30, 2023 reflects its estimate of the effective tax rates expected to be applicable for the full years, adjusted for any discrete events that are recorded in the period in which they occur. The estimates are re-evaluated each quarter based on the estimated tax expense for the full year. The income tax expense of $0.5 million and $1.2 million for the three and nine months ended September 30, 2024, respectively, is largely comprised of foreign income taxes associated with our combined non-U.S. operations which is partially offset for nine months ended September 30, 2024 by the non-cash impact of deferred taxes related to the goodwill impairment recorded in the first quarter of 2024. The income tax benefit of $1.5 million and $3.1 million for the three and nine months ended September 30, 2023, respectively, is primarily related to foreign income taxes associated with our combined non U.S. operations , the reduction of uncertain tax position due to expiration of related statutes of limitation specific to the quarter ended September 30, 2023 and the non-cash impact of deferred taxes related to the goodwill impairment recorded during the first quarter of 2023 impacting the year-to-date balance. These tax benefits are offset by changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill and state taxes in certain states in which the Company does not file on a consolidated basis or have net operating loss carryforwards. The Company historically incurred operating losses in the United States prior to 2021 and, given its cumulative losses and limited history of profits, has recorded a valuation allowance against its United States net deferred tax assets, exclusive of tax deductible goodwill, at September 30, 2024 and December 31, 2023, respectively. The company has also recorded valuation allowances in Germany, Australia and the United Kingdom to offset larger losses in those jurisdictions. The Company has reflected uncertain tax positions primarily within its long-term taxes payable and a portion within deferred tax assets for which the balance is immaterial at September 30, 2024. The Company and its subsidiaries file tax returns in the U.S. federal jurisdiction, several U.S. state jurisdictions and several foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years ending before December 31, 2020 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2019, other than where cross-border transactions extend the statute of limitations. U.S. operating losses generated in years prior to 2020 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized.

Debt

Debt	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Debt	6. Debt Long-term debt consisted of the following at September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Senior secured loans (includes unamortized discount of $3,710 and $5,376 based on an imputed interest rate of 6.7% and 7.6%, at September 30, 2024 and December 31, 2023, respectively) $ 297,290 $ 476,674 Less current maturities (3,378) (3,172) Total long-term debt $ 293,912 $ 473,502 In August 2019, the Company entered into a credit agreement (the “Credit Facility”) which provided for (i) fully-drawn, 7 year, senior secured term loans (the “Term Loans”) and (ii) a $60 million, 5 year, revolving credit facility (the “Revolver”). The Term Loans are repayable on a quarterly basis by an amount equal to 0.25% (1.00% per annum) of the aggregate principal amount of such loan. Any amount remaining unpaid is due and payable in full on August 6, 2026. The Revolver matured August 6, 2024. No amounts were drawn on the Revolver at the time of its maturity. On August 15, 2024, the Company prepaid $175.0 million of the Term Loans and on September 30, 2024, prepaid an additional $2.0 million principal payment. At the option of the Company, the Term Loans accrue interest at a per annum rate based on (i) the Base Rate (as defined below) plus a margin of 2.75% or (ii) the rate (not less than 0.00%) published by CME Group Benchmark Administration Limited (CBA), or as otherwise determined in accordance with the Credit Facility (based on a period equal to 1, 2, 3 or 6 months or, if available and agreed to by all relevant Lenders and the Agent, 12 months or such period of less than 1 month) plus a margin of 3.75%. The Base Rate for any day is a rate per annum equal to the greatest of (i) the prime rate in effect on such day, (ii) the Federal Funds Effective Rate (not less than 0.00%) in effect on such day plus ½ of 1.00%, and (iii) the Federal Funds Effective Rate for a one month interest period beginning on such day plus 1.00%. Accrued interest is paid quarterly or, with respect to Term Loans that are accruing interest based on the Federal Funds Effective Rate, at the end of the applicable interest rate period. At September 30, 2024, the floating interest rate was 9.1% . Covenants The Credit Facility contains customary affirmative and negative covenants. The Term Loans are secured by substantially all of the Company's assets. As of September 30, 2024, the Company was in compliance with all covenants under the Credit Facility. Interest rate swaps In August 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt, effectively converting the entire balance of the Company's Term Loans from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the 7-year term of debt. At the time the Company entered into the interest rate swap agreements, the Company designated all of the swaps as cash flow hedges and as such changes in fair value were recorded to accumulated other comprehensive income (loss) and reclassified to interest expense, net when the underlying transaction affected earnings. In August 2023, the Company sold a portion of the notional amount of its interest rate swap assets back to the counterparties for $20.5 million. At that time, a $20.5 million gain was recorded in accumulated other comprehensive income related to the notional amount sold. That gain is being released to interest expense, net as interest is accrued on the Company’s variable-rate debt over the remaining term of the Term Loans as a decrease to interest expense, net. In August 2024, the Company prepaid $175 million of the Term Loans and as a result, $9.0 million of the deferred gain was released to interest expense, net. In August 2024, the Company de-designated all of the interest rate swaps in conjunction with the August 2024 debt prepayment. The amount remaining in accumulated other comprehensive loss at the de-designation date was $11.4 million and is being amortized to interest expense, net over the effective period of the original interest rate swap agreements. Subsequent to the de-designation, changes in the fair value of the interest rate swaps are recorded to interest expense, net. For the three and nine months ended September 30, 2024, a decrease in the interest rate swaps fair value of $2.8 million was recognized in interest expense, net. The impact of the Company’s derivative financial instruments on its condensed consolidated statements of comprehensive (loss) income for the three and nine months ended September 30, 2024 and September 30, 2023 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps (3,580) $ 316 (2,917) $ 67 Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net (10,848) (3,812) (13,790) (3,812) Total Other comprehensive income (loss) on interest rate swaps $ (14,428) $ (3,496) $ (16,707) $ (3,745) Cash interest costs averaged 6.9% and 5.7% for the nine months ended September 30, 2024 and 2023, respectively.

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Net Loss Per Share	7. Net Loss Per Share We compute loss per share of our common stock, par value $0.0001 per share (“Common Stock”) and Series A Preferred Stock , par value $0.0001 per share (“Series A Preferred Stock”) using the two-class method. The two-class method requires income available to common stockholders for the period to be allocated between Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. We consider our Series A Preferred Stock to be a participating security, as its holders are entitled to fully participate in any dividends or other distributions declared or paid on our Common Stock on an as-converted basis. The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Numerator: Net Loss $ (1,733) $ (8,670) $ (109,302) $ (163,862) Preferred stock dividends and accretion (1,406) (1,344) (4,171) (3,988) Net loss attributable to common stockholders $ (3,139) $ (10,014) $ (113,473) $ (167,850) Denominator: Weighted–average common shares outstanding, basic and diluted 27,292,410 32,579,544 27,850,947 32,438,682 Net loss per common share, basic and diluted $ (0.12) $ (0.31) $ (4.07) $ (5.17) Due to the net losses for the three and nine months ended September 30, 2024 and September 30, 2023, respectively, basic and diluted loss per share were the same. The Company uses the application of the if-converted method for calculating diluted earnings per share on our Series A Preferred Stock. The Company applies the treasury stock method for calculating diluted earnings per share on our stock options, restricted stock units and performance-based restricted stock units. Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be antidilutive. Performance-based restricted stock units are considered dilutive when the related performance criteria have been met assuming the end of the reporting period represents the end of the performance period. All potential shares of common stock are antidilutive in periods of net loss. Potential shares of common stock not included in the computation of earnings per share because their effect would have been antidilutive or because the performance criterion was not met were as follows (in thousands): Contingently issuable shares associated with outstanding performance-based restricted stock units (each, a “PSU”) were not included in the basic earnings per share calculations for the periods presented, as the applicable vesting conditions had not been satisfied. September 30, 2024 2023 Stock options 103,561 151,718 Restricted stock units 2,416,050 2,063,895 Performance restricted stock units 350,000 193,750 Series A Preferred Stock on an if-converted basis (1) 7,220,813 6,904,813 Total anti–dilutive common share equivalents 10,090,424 9,314,176 (1) As of September 30, 2024 , the Series A Preferred Stock plus accumulated dividends totaled $126.4 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “ Note 9. Mezzanine Equity ”.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. Commitments and Contingencies Purchase Commitments The Company has purchase commitments related to hosting services, third-party technology used in the Company's solutions and for other services the Company purchases as part of normal operations. In certain cases these arrangements require a minimum annual purchase commitment. Litigation In the normal course of business, the Company is involved in various lawsuits and legal proceedings. The Company does not anticipate that any current or pending legal proceedings will have a material adverse effect on the Company's condensed consolidated balances sheets or condensed consolidated statements of operations.

Mezzanine Equity

Mezzanine Equity	9 Months Ended
	Sep. 30, 2024
Temporary Equity Disclosure [Abstract]
Mezzanine Equity	9. Mezzanine Equity Series A Convertible Preferred Stock On July 14, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Ulysses Aggregator, LP (the “Purchaser”), an affiliate of HGGC, LLC, to issue and sell at closing 115,000 shares of Series A Preferred Stock of the Company, par value $0.0001 per share, at a price of $1,000 per share (the “Initial Liquidation Preference”) for an aggregate purchase price of $115.0 million (the “Investment”). On August 23, 2022 (the “Closing Date”), the closing of the Investment (the “Closing”) occurred, and the Series A Preferred Stock was issued to the Purchaser. In connection with the issuance of the Series A Preferred Stock, the Company incurred direct and incremental expenses of $4.6 million comprised of transaction fees, and financial advisory and legal expenses which reduced the carrying value of the Series A Preferred Stock. Contemporaneous with the Closing Date, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration Rights Agreement”) and the Company filed a Certificate of Designation (the “Certificate of Designation”) setting out the powers, designations, preferences, and other rights of the Series A Preferred Stock with the Secretary of State of the State of Delaware in connection with the Closing. Pursuant to the Registration Rights Agreement, the Purchaser has certain customary registration rights with respect to any shares of Series A Preferred Stock or the Common Stock of the Company issuable upon conversion of the Series A Preferred Stock, including rights with respect to the filing of a shelf registration statement, underwritten offering rights and piggy back rights. Dividend Provisions The Series A Preferred Stock ranks senior to the Company’s Common Stock with respect to payment of dividends and rights on the distribution of assets on any liquidation, dissolution or winding up of the affairs of the Company. The Series A Preferred Stock has an Initial Liquidation Preference of $1,000 per share, representing an aggregate Liquidation Preference (as defined below) of $1,000 upon issuance. Holders of the Series A Preferred Stock are entitled to the dividend at the rate of 4.5% per annum, within the first seven years after the Closing Date regardless of whether declared or assets are legally available for the payment. Such dividends shall accrue and compound quarterly in arrears from the date of issuance of the shares. The dividend rate will increase to 7.0% on the seven Liquidation Rights In the event of any Liquidation, holders of the Series A Preferred Stock are entitled to receive an amount per share equal to the greater of (1) the Initial Liquidation Preference per share plus any accrued or declared but unpaid dividends on such shares (the “Liquidation Preference”) or (2) the amount payable if the Series A Preferred Stock were converted into Common Stock. The Series A Preferred Stock will have distribution and liquidation rights senior to all other equity interests of the Company. As of September 30, 2024, the Liquidation Preference of the Series A Preferred Stock was $126.4 million. Optional Redemption On or after the 7th anniversary of the original issue date of the Series A Preferred Stock, the Company has the right to redeem any outstanding shares of the Series A Preferred Stock for a cash purchase price equal to 105% of the Liquidation Preference plus accrued and unpaid dividends as of the date of redemption. Deemed Liquidation Event Redemption Upon a fundamental change, holders of the Series A Preferred Stock have the right to require the Company to repurchase any or all of its Series A Preferred Stock for cash equal to the greater of (1) 105% of the Liquidation Preference plus the present value of the dividend payments the holders would have been entitled to through the fifth anniversary of the issue date and (2) the amount that such Preferred Stock would have been entitled to receive as if converted into common shares immediately prior to the fundamental change. A fundamental change (“Deemed Liquidation Event”) is defined as either the direct or indirect sale, lease, transfer, conveyance or other disposition of all or substantially all the properties or assets of the Company and its subsidiaries to any third party or the consummation of any transaction, the result of which is that any third party or group of third parties become the beneficial owner of more than 50% of the voting power of the Company. Voting Rights The Series A Preferred Stock will vote together with the common shares on all matters and not as a separate class (except as specifically provided in the Certificate of Designation or as otherwise required by law) on an as-converted basis. The holders of the Series A Preferred Stock will have the right to elect one member of the Board of Directors of the Company (the “Board of Directors”) for so long as holders of the Series A Preferred Stock own in the aggregate at least 5% of the shares of Common Stock on a fully diluted basis. In addition, the holders of the Series A Preferred Stock will have the right to elect one non-voting observer to the Board of Directors for so long as they hold at least 10% of the shares of Convertible Preferred Stock outstanding as of the date of the issue date. Conversion Feature The Series A Preferred Stock may be converted, at any time in whole or in part at the option of the holder into a number of shares of Common Stock equal to the quotient obtained by dividing the sum of the Liquidation Preference plus all accrued and unpaid dividends by the conversion price of $17.50 (the “Conversion Price”). The Conversion Price is subject to adjustment in the following events: • Stock splits and combinations • Tender offers or exchange offers • Distribution of rights, options, or warrants at a price per share that is less than the average of the last reported sale prices per share of Common Stock for the ten • Spin-offs and other distributed property • Issuance of equity-linked securities at a price per share less than the conversion price Anti-Dilution Provisions The Series A Preferred Stock has customary anti-dilution provisions for stock splits, stock dividends, mergers, sales of significant assets, and reorganization events and recapitalization transactions or similar events, and weighted average anti-dilution protection, subject to customary exceptions for issuances pursuant to current or future equity-based incentive plans or arrangements (including upon the exercise of employee stock options).

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Stockholders' Equity	10. Stockholders' Equity Common Stock The common stock has a par value of 0.0001 per share. Each share of common stock is entitled to one vote at all meetings of stockholders. The number of authorized shares of common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Company representing a majority of the votes represented by all outstanding shares of capital stock of the Company entitled to vote. The holders of common stock are also entitled to receive dividends, when, if and as declared by our board of directors, whenever funds are legally available therefore, subject to the priority rights of any outstanding preferred stock. Share repurchase program In September 2023, the Board of Directors authorized a stock repurchase program (the “Share Repurchase Plan”) in the aggregate amount of up to $25 million that allowed the Company to repurchase shares of its issued and outstanding Common Stock. The Share Repurchase Plan expired in May 2024 when the Company had repurchased all shares authorized for repurchase. 6,453,805 total shares were repurchased under the Share Repurchase Plan from September 2023 through its completion in May 2024. In fiscal year 2024, the Company’s net stock repurchases are subject to a 1 percent excise tax under the Inflation Reduction Act. The excise tax is included as a reduction to accumulated deficit in the condensed consolidated statements of equity. Total accrued excise tax of $0.2 million is included in total cost of shares repurchased, excluded from average cost per share and excluded from total cash paid during the nine month period ended September 30, 2024 as the amount was unpaid at period end. No stock repurchases were made during the three months ended September 30, 2024. During the nine months ended September 30, 2024, the Company repurchased and subsequently retired 3,208,705 shares of Common Stock, for a total of $11.0 million cash paid under the Share Repurchase Plan. As of September 30, 2024, the Share Repurchase Plan was complete and no further amounts are available for share repurchases. Tax Benefit Preservation Plan and Preferred Stock Purchase Rights Effective June 5, 2024, after approval of the Board and the Companys’ stockholders, the Company entered into the 2024 Tax Benefit Preservation Plan with Broadridge Corporate Issuer Solutions, LLC, as Rights Agent (the “2024 Tax Benefit Preservation Plan”). By adopting the 2024 Tax Benefit Preservation Plan, the Company is seeking to protect its ability to use its net operating loss carryforwards (“NOLs”) and other tax attributes to offset potential future income tax liabilities. The Company’s ability to use such NOLs and other tax attributes would be substantially limited if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code. The 2024 Tax Benefit Preservation Plan is intended to make it more difficult for the Company to undergo an ownership change by deterring any person from acquiring 4.9% or more of the outstanding shares of stock without the approval of the Board of Directors. As part of the 2024 Tax Benefit Preservation Plan, the Board declared a dividend of one preferred stock purchase right (a “2024 Right”) for each outstanding share of Common Stock payable as of June 15, 2024. 27,030,605 2024 Rights were issued to the holders of record of shares of Common Stock. The description and terms of the 2024 Rights are set forth in the 2024 Tax Benefit Preservation Plan. The 2024 Rights trade with, and are inseparable from, the Common Stock, and the record holders of shares of Common Stock are the record holders of the 2024 Rights. The 2024 Rights are not exercisable until the Distribution Date, as defined in the 2024 Tax Benefit Preservation Plan. After the Distribution Date, each 2024 Right will be exercisable to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred”), at a purchase price of $15.25 per one one-thousandth of a share of Series B Preferred, subject to adjustment as provided in the 2024 Tax Benefit Preservation Plan. Until a 2024 Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company by virtue of holding such Right, including, without limitation, the right to vote and to receive dividends. The Board may adjust the Purchase Price, the number of shares of Series B Preferred issuable and the number of outstanding 2024 Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Series B Preferred or Common Stock or certain other specified transactions. No adjustments to the Purchase Price of less than 1% are required to be made. Each one one-thousandth of a share of Series B Preferred, if issued: • Will not be redeemable. • Will entitle holders to quarterly dividend payments of $0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the dividend paid on one share of Common Stock, whichever is greater. • Will entitle holders upon liquidation either to receive $0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the payment made on one share of Common Stock, whichever is greater. • Will have the same voting power as one share of Common Stock. • If shares of Common Stock are exchanged as a result of a merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Common Stock. Accumulated Other Comprehensive Income (Loss) Comprehensive income consists of two elements, net loss and other comprehensive income (loss). Other comprehensive income (loss) items are recorded in the stockholders’ equity section of our condensed consolidated balance sheets and are excluded from net loss. Our other comprehensive income consists primarily of foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S. dollar, unrealized translation losses on intercompany loans with foreign subsidiaries, and realized and unrealized gains on interest rate swaps. The following table shows the components of accumulated other comprehensive income (loss), net of income taxes, (“AOCI”) in the stockholders’ equity section of our condensed consolidated balance sheets at the dates indicated (in thousands): September 30, 2024 December 31, 2023 Foreign currency translation adjustment $ (18,151) $ (19,947) Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes (862) (3,330) Unrealized gain on interest rate swaps, net of amounts reclassified into interest expense, net 11,353 14,270 Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net 1,385 15,175 Total accumulated other comprehensive income (loss) $ (6,275) $ 6,168 The Company has intercompany loans that were used to fund the acquisitions of foreign subsidiaries. Due to the long-term nature of the loans, the unrealized translation gains (losses) resulting from re-measurement are recognized as a component of AOCI. The unrealized translation gains (losses) on intercompany loans with foreign subsidiaries as of September 30, 2024 is net of income tax expense of $3.2 million. The tax impact related to unrealized translation gains (losses) on intercompany loans for the three and nine months ended September 30, 2024 was $0.1 million expense and $0.3 million benefit, respectively. The tax impact related to unrealized translation gains (losses) on intercompany loans for the three and nine months ended September 30, 2023 was a $0.8 million benefit and a $0.2 million provision, respectively. The income tax expense/benefit allocated to each component of other comprehensive income for all other periods and components is not material. The Company reclassifies taxes from AOCI to earnings as the items to which the tax effects relate are similarly reclassified. The functional currency of our foreign subsidiaries are the local currencies. Results of operations for foreign subsidiaries are translated into United States dollars (“USD”) using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into USD using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders' equity in AOCI. Stock-Based Compensation The Company’s stock-based compensation generally includes awards of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). Key employees, officers and directors of the Company and its consultants or advisors are eligible to receive awards. The following table summarizes PSU and RSU activity during the nine months ended September 30, 2024: Number of Units Weighted-Average Grant Date Fair Value Unvested restricted units outstanding as of December 31, 2023 1,858,847 $ 9.76 Granted 2,142,687 4.12 Vested (1,050,597) 9.03 Forfeited (184,887) 8.71 Unvested restricted units outstanding as of September 30, 2024 2,766,050 $ 5.73 The PSU and RSU activity table above includes 100,000 PSUs granted in 2023 and 250,000 PSUs granted in 2024 based on a 100% target payout. Compensation cost related to awards is based on the fair market value at the time of the grant. The fair value of the RSUs is determined based on the grant date fair value of the award. Compensation expense for RSUs is recognized over the required service period of the grant. The PSUs vest upon the achievement of specified market performance thresholds. The PSUs have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance up to a maximum of 200% and 300%, depending on the specified performance condition and the level of achievement obtained, for the 2023 PSUs and 2024 PSUs, respectively. The fair value of PSUs is determined using the Monte Carlo simulation model. Compensation expense for PSUs is recognized over the requisite service period and is not subject to adjustment regardless of whether the PSUs meet the performance metric. The range of significant assumptions used in the Monte Carlo simulation model for the PSUs granted during the nine months ended September 30, 2024 was as follows: Expected volatility 74.6% - 62.06% Risk-free interest rate 4.4% - 4.0% Remaining performance period (in years) 2.73 - 3.08 Dividend yield — The Company recognizes stock-based compensation expense from all awards in the following expense categories included in our condensed consolidated statements of income (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Cost of revenue $ 199 $ 246 $ 584 $ 850 Research and development 470 608 1,714 1,911 Sales and marketing 398 429 1,156 1,563 General and administrative 2,356 4,077 8,624 13,868 Total $ 3,423 $ 5,360 $ 12,078 $ 18,192

Revenue Recognition

Revenue Recognition	9 Months Ended
	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue Recognition	11. Revenue Recognition Revenue Recognition Policy Revenue is recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when made available to the customers. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of sales credits and allowances. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers : • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenues within a single operating segment. Subscription and Support Revenue The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer. As our customers have access to use our solutions over the term of the contract agreement we believe this method of revenue recognition provides a faithful depiction of the transfer of services provided. Our subscription contracts are generally 1 to 3 years in length. Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or subscription and support revenue, depending on whether the revenue recognition criteria have been met. Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as subscription and support revenue at the end of each month and are invoiced concurrently. Subscription and support revenue includes revenue related to the Company’s digital engagement application which provides short code connectivity for its two-way short message service (“SMS”) programs and campaigns. As discussed further in the “Principal vs. Agent Considerations” section below, the Company recognizes revenue related to these messaging-related subscription contracts on a gross basis. Perpetual License Revenue The Company also records revenue from the sales of proprietary software products under perpetual licenses. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. The majority of the Company’s products do not require significant customization. Professional Services Revenue Professional services provided with subscription and support licenses and perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenue from professional services are recognized over time as such services are performed. Revenue for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenue for consumption-based services are generally recognized as the services are performed. Performance Obligations and Standalone Selling Price A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting. The Company has contracts with customers that often include multiple performance obligations, usually including professional services sold with either individual or multiple subscriptions or perpetual licenses. For these contracts, the Company records individual performance obligations separately if they are distinct by allocating the contract's total transaction price to each performance obligation in an amount based on the relative standalone selling price (“SSP”), of each distinct good or service in the contract. We only include estimated amounts of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. A contract's transaction price is allocated to each distinct performance obligation and is recognized as revenue when, or as, the performance obligation is satisfied. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, historical standalone sales, customer demographics, geographic locations, and the number and types of users within our contracts. Principal vs. Agent Considerations The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for vendor reseller agreements and messaging-related subscription agreements. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company's control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers, and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement. Generally, the Company reports revenue from vendor reseller agreements on a gross basis, meaning the amounts billed to customers are recorded as revenue, and expenses incurred are recorded as cost of revenue. As the Company is primarily obligated in its messaging-related subscription contracts, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, we have concluded it is appropriate to record revenue on a gross basis with related pass-through telecom messaging costs incurred from third parties recorded as cost of revenue. Revenue provided from agreements in which the Company is an agent are immaterial. Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, and deferred revenue. Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in unbilled receivables, which are expected to be billed during the succeeding twelve-month period and are recorded in Unbilled receivables in our condensed consolidated balance sheets. A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. We recognize contract liabilities as revenue upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenue during the succeeding twelve-month period are recorded in Deferred revenue and the remaining portion is recorded in Deferred revenue noncurrent on the accompanying condensed consolidated balance sheets at the end of each reporting period. Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for maintenance and other services, as well as initial subscription fees. We recognize deferred revenue as revenue when the services are performed, and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Our payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, we require payment before the products or services are delivered to the customer. Unbilled Receivables Unbilled receivables represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for software licenses already delivered and professional services already performed, but invoiced in arrears and for which the Company believes it has an unconditional right to payment. As of September 30, 2024 and December 31, 2023, unbilled receivables were $3.5 million and $2.7 million, respectively. Deferred Commissions Sales commissions earned by our sales force, and related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer. Deferred commissions and other costs for new customer contracts are capitalized upon contract signing and amortized on a systematic basis that is consistent with the transfer of goods and services over the expected life of the customer relationships, which has been determined to be approximately 6 years. The expected life of our customer relationships is based on historical data and management estimates, including estimated renewal terms and the useful life of the associated underlying technology. Commissions paid on renewal contracts are not commensurate with commissions paid on new customer contracts, as such, deferred commissions related to renewals are capitalized and amortized over the estimated average contractual renewal term of 18 months. We utilize the 'portfolio approach' practical expedient permitted under ASC 606-10-10-4, which allows entities to apply the guidance to a portfolio of contracts with similar characteristics as the effects on the financial statements of this approach would not differ materially from applying the guidance to individual contracts. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred commissions, current, and the remainder is recorded in long-term assets as deferred commissions, net of current portion. Amortization expense is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations. Deferred commissions are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable consistent with the Company's long-lived assets policy. No indicators of impairment were identified during the nine months ended September 30, 2024. Amortization of deferred commissions in excess of commissions capitalized for the three and nine months ended September 30, 2024 was $0.9 million and $1.9 million, respectively. Deferred Revenue Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. Deferred revenue is mainly unearned revenue related to subscription services and support services. During the nine months ended September 30, 2024, we recognized $90.2 million and $2.0 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period. Remaining Performance Obligations As of September 30, 2024, approximately $242.7 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 70% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. Disaggregated Revenue The Company disaggregates revenue from contracts with customers by geography and revenue generating activity, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customers' users are located. The ship-to country is generally the same as the billing country. The Company has operations primarily in the United States, United Kingdom and Canada. Information about these operations is presented below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenues: Subscription and support: United States $ 45,829 $ 49,884 $ 140,894 $ 152,287 United Kingdom 8,185 9,371 25,657 28,205 Canada 3,241 3,348 9,786 10,281 Other International 6,516 7,359 20,016 22,597 Total subscription and support revenue 63,771 69,962 196,353 213,370 Perpetual license: United States 501 409 2,072 1,786 United Kingdom 100 222 255 514 Canada 35 38 186 94 Other International 470 825 1,793 1,923 Total perpetual license revenue 1,106 1,494 4,306 4,317 Professional services: United States 1,089 1,522 3,534 4,676 United Kingdom 211 336 725 1,046 Canada 139 225 473 684 Other International 376 582 1,376 1,581 Total professional service revenue 1,815 2,665 6,108 7,987 Total revenue $ 66,692 $ 74,121 $ 206,767 $ 225,674

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (1,733)	$ (8,670)	$ (109,302)	$ (163,862)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of Upland Software, Inc. and its wholly owned subsidiaries (collectively referred to as “Upland”, the “Company”, “we”, “us” or “our”). All intercompany accounts and transactions have been eliminated in consolidation. No material changes have been made to the Company’s significant accounting policies disclosed in Note 2, Basis of Presentation and Summary of Significant Accounting Policies , in our Annual Report. The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, in all material respects, and include all adjustments of a normal recurring nature necessary for a fair presentation. The results of operations for the nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other period. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2023 Annual Report on Form 10-K.
Use of Estimates	Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-based compensation, contingent consideration, acquired intangible assets, impairment of goodwill, intangibles and long-lived assets, the useful lives of intangible assets and property and equipment, the fair value of the Company’s interest rate swaps and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates.
Concentrations of Credit Risk and Significant Customers	Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, accounts receivable and the Company’s interest rate swaps. The Company’s cash and cash equivalents are placed with high quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers and generally does not require collateral. To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently issued accounting pronouncements - Not Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 should be applied on a retrospective basis. The Company is currently evaluating the impact of adopting ASU 2023-07 on its disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 should be applied on a prospective basis, and retrospective application is permitted. The Company is currently evaluating the impact of adopting ASU 2023-09 on its disclosures.
Fair Value Measurements	The Company recognizes financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.
Revenue Recognition Policy	Revenue Recognition Policy Revenue is recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when made available to the customers. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of sales credits and allowances. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers : • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenues within a single operating segment. Subscription and Support Revenue The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer. As our customers have access to use our solutions over the term of the contract agreement we believe this method of revenue recognition provides a faithful depiction of the transfer of services provided. Our subscription contracts are generally 1 to 3 years in length. Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or subscription and support revenue, depending on whether the revenue recognition criteria have been met. Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as subscription and support revenue at the end of each month and are invoiced concurrently. Subscription and support revenue includes revenue related to the Company’s digital engagement application which provides short code connectivity for its two-way short message service (“SMS”) programs and campaigns. As discussed further in the “Principal vs. Agent Considerations” section below, the Company recognizes revenue related to these messaging-related subscription contracts on a gross basis. Perpetual License Revenue The Company also records revenue from the sales of proprietary software products under perpetual licenses. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. The majority of the Company’s products do not require significant customization. Professional Services Revenue Professional services provided with subscription and support licenses and perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenue from professional services are recognized over time as such services are performed. Revenue for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenue for consumption-based services are generally recognized as the services are performed. Performance Obligations and Standalone Selling Price A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting. The Company has contracts with customers that often include multiple performance obligations, usually including professional services sold with either individual or multiple subscriptions or perpetual licenses. For these contracts, the Company records individual performance obligations separately if they are distinct by allocating the contract's total transaction price to each performance obligation in an amount based on the relative standalone selling price (“SSP”), of each distinct good or service in the contract. We only include estimated amounts of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. A contract's transaction price is allocated to each distinct performance obligation and is recognized as revenue when, or as, the performance obligation is satisfied. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, historical standalone sales, customer demographics, geographic locations, and the number and types of users within our contracts. Principal vs. Agent Considerations The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for vendor reseller agreements and messaging-related subscription agreements. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company's control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers, and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement. Generally, the Company reports revenue from vendor reseller agreements on a gross basis, meaning the amounts billed to customers are recorded as revenue, and expenses incurred are recorded as cost of revenue. As the Company is primarily obligated in its messaging-related subscription contracts, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, we have concluded it is appropriate to record revenue on a gross basis with related pass-through telecom messaging costs incurred from third parties recorded as cost of revenue. Revenue provided from agreements in which the Company is an agent are immaterial. Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, and deferred revenue. Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in unbilled receivables, which are expected to be billed during the succeeding twelve-month period and are recorded in Unbilled receivables in our condensed consolidated balance sheets. A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. We recognize contract liabilities as revenue upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenue during the succeeding twelve-month period are recorded in Deferred revenue and the remaining portion is recorded in Deferred revenue noncurrent on the accompanying condensed consolidated balance sheets at the end of each reporting period. Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for maintenance and other services, as well as initial subscription fees. We recognize deferred revenue as revenue when the services are performed, and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Our payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, we require payment before the products or services are delivered to the customer. Deferred Commissions Deferred Revenue Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. Disaggregated Revenue The Company disaggregates revenue from contracts with customers by geography and revenue generating activity, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Unbilled Receivables	Unbilled Receivables

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Liabilities Measured at Fair Value on a Recurring Basis	Assets measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at September 30, 2024 (unaudited) Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 37,364 $ — $ — $ 37,364 Interest rate swaps — 8,576 — 8,576 Total $ 37,364 $ 8,576 $ — $ 45,940 Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 211,661 $ — $ — $ 211,661 Interest rate swaps — 14,270 — 14,270 Total $ 211,661 $ 14,270 $ — $ 225,931

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in the Company’s goodwill balance for the nine months ended September 30, 2024 are summarized in the table below (in thousands): Balance at December 31, 2023 $ 353,778 Impairment of goodwill (87,227) Foreign currency translation adjustment 2,459 Balance at September 30, 2024 $ 269,010
Schedule of Intangible Assets, Net	The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying September 30, 2024: (unaudited) Customer relationships 1-10 $ 360,045 $ 235,505 $ 124,540 Trade name 1.5-10 9,636 8,010 1,626 Developed technology 4-9 88,154 71,823 16,331 Favorable Leases 6.3 274 119 155 Total intangible assets $ 458,109 $ 315,457 $ 142,652 Estimated Useful Gross Accumulated Net Carrying December 31, 2023: Customer relationships 1-10 $ 378,923 $ 222,436 $ 156,487 Trade name 1.5-10 10,012 7,862 2,150 Developed technology 4-9 94,103 70,582 23,521 Favorable Leases 6.3 280 89 191 Total intangible assets $ 483,318 $ 300,969 $ 182,349

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following at September 30, 2024 and December 31, 2023 (in thousands): September 30, 2024 December 31, 2023 Senior secured loans (includes unamortized discount of $3,710 and $5,376 based on an imputed interest rate of 6.7% and 7.6%, at September 30, 2024 and December 31, 2023, respectively) $ 297,290 $ 476,674 Less current maturities (3,378) (3,172) Total long-term debt $ 293,912 $ 473,502
Schedule of Debt, Interest Rate Swap	The impact of the Company’s derivative financial instruments on its condensed consolidated statements of comprehensive (loss) income for the three and nine months ended September 30, 2024 and September 30, 2023 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps (3,580) $ 316 (2,917) $ 67 Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net (10,848) (3,812) (13,790) (3,812) Total Other comprehensive income (loss) on interest rate swaps $ (14,428) $ (3,496) $ (16,707) $ (3,745)

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Schedule of Computation of Loss Per Share	The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Numerator: Net Loss $ (1,733) $ (8,670) $ (109,302) $ (163,862) Preferred stock dividends and accretion (1,406) (1,344) (4,171) (3,988) Net loss attributable to common stockholders $ (3,139) $ (10,014) $ (113,473) $ (167,850) Denominator: Weighted–average common shares outstanding, basic and diluted 27,292,410 32,579,544 27,850,947 32,438,682 Net loss per common share, basic and diluted $ (0.12) $ (0.31) $ (4.07) $ (5.17)
Schedule of Anti–dilutive Common Share Equivalents	Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be antidilutive. Performance-based restricted stock units are considered dilutive when the related performance criteria have been met assuming the end of the reporting period represents the end of the performance period. All potential shares of common stock are antidilutive in periods of net loss. Potential shares of common stock not included in the computation of earnings per share because their effect would have been antidilutive or because the performance criterion was not met were as follows (in thousands): Contingently issuable shares associated with outstanding performance-based restricted stock units (each, a “PSU”) were not included in the basic earnings per share calculations for the periods presented, as the applicable vesting conditions had not been satisfied. September 30, 2024 2023 Stock options 103,561 151,718 Restricted stock units 2,416,050 2,063,895 Performance restricted stock units 350,000 193,750 Series A Preferred Stock on an if-converted basis (1) 7,220,813 6,904,813 Total anti–dilutive common share equivalents 10,090,424 9,314,176 (1) As of September 30, 2024 , the Series A Preferred Stock plus accumulated dividends totaled $126.4 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “ Note 9. Mezzanine Equity ”.

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Schedule of Accumulated Other Comprehensive Income (Loss)	The following table shows the components of accumulated other comprehensive income (loss), net of income taxes, (“AOCI”) in the stockholders’ equity section of our condensed consolidated balance sheets at the dates indicated (in thousands): September 30, 2024 December 31, 2023 Foreign currency translation adjustment $ (18,151) $ (19,947) Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes (862) (3,330) Unrealized gain on interest rate swaps, net of amounts reclassified into interest expense, net 11,353 14,270 Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net 1,385 15,175 Total accumulated other comprehensive income (loss) $ (6,275) $ 6,168
Schedule of PRSU Activity	The following table summarizes PSU and RSU activity during the nine months ended September 30, 2024: Number of Units Weighted-Average Grant Date Fair Value Unvested restricted units outstanding as of December 31, 2023 1,858,847 $ 9.76 Granted 2,142,687 4.12 Vested (1,050,597) 9.03 Forfeited (184,887) 8.71 Unvested restricted units outstanding as of September 30, 2024 2,766,050 $ 5.73
Schedule of RSU activity	The following table summarizes PSU and RSU activity during the nine months ended September 30, 2024: Number of Units Weighted-Average Grant Date Fair Value Unvested restricted units outstanding as of December 31, 2023 1,858,847 $ 9.76 Granted 2,142,687 4.12 Vested (1,050,597) 9.03 Forfeited (184,887) 8.71 Unvested restricted units outstanding as of September 30, 2024 2,766,050 $ 5.73
Schedule of Valuation Assumptions	The range of significant assumptions used in the Monte Carlo simulation model for the PSUs granted during the nine months ended September 30, 2024 was as follows: Expected volatility 74.6% - 62.06% Risk-free interest rate 4.4% - 4.0% Remaining performance period (in years) 2.73 - 3.08 Dividend yield —
Schedule of Allocated Share-Based Compensation Expense	The Company recognizes stock-based compensation expense from all awards in the following expense categories included in our condensed consolidated statements of income (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Cost of revenue $ 199 $ 246 $ 584 $ 850 Research and development 470 608 1,714 1,911 Sales and marketing 398 429 1,156 1,563 General and administrative 2,356 4,077 8,624 13,868 Total $ 3,423 $ 5,360 $ 12,078 $ 18,192

Revenue Recognition (Tables)

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	The Company has operations primarily in the United States, United Kingdom and Canada. Information about these operations is presented below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenues: Subscription and support: United States $ 45,829 $ 49,884 $ 140,894 $ 152,287 United Kingdom 8,185 9,371 25,657 28,205 Canada 3,241 3,348 9,786 10,281 Other International 6,516 7,359 20,016 22,597 Total subscription and support revenue 63,771 69,962 196,353 213,370 Perpetual license: United States 501 409 2,072 1,786 United Kingdom 100 222 255 514 Canada 35 38 186 94 Other International 470 825 1,793 1,923 Total perpetual license revenue 1,106 1,494 4,306 4,317 Professional services: United States 1,089 1,522 3,534 4,676 United Kingdom 211 336 725 1,046 Canada 139 225 473 684 Other International 376 582 1,376 1,581 Total professional service revenue 1,815 2,665 6,108 7,987 Total revenue $ 66,692 $ 74,121 $ 206,767 $ 225,674

Organization and Nature of Op_2

Organization and Nature of Operations (Details)	Sep. 30, 2024 customer product
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of cloud software products | product	25
Number of customers | customer	10,000

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring Measurement Basis - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds included in cash and cash equivalents	$ 37,364	$ 211,661
Assets, Fair Value Disclosure	45,940	225,931
Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps	8,576	14,270
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds included in cash and cash equivalents	37,364	211,661
Assets, Fair Value Disclosure	37,364	211,661
Level 1 | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds included in cash and cash equivalents	0	0
Assets, Fair Value Disclosure	8,576	14,270
Level 2 | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps	8,576	14,270
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds included in cash and cash equivalents	0	0
Assets, Fair Value Disclosure	0	0
Level 3 | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps	$ 0	$ 0

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Level 2 | Recurring Measurement Basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value	$ 301	$ 482.1

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill [Roll Forward]
Beginning balance			$ 353,778
Impairment of goodwill	$ 0	$ 0	(87,227)	$ (128,755)
Foreign currency translation adjustment			2,459
Ending balance	$ 269,010		$ 269,010

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of goodwill	$ 0	$ 0	$ 87,227	$ 128,755
Impairment of intangible assets (excluding goodwill)	0	0
Amortization charge of intangible assets	$ 13,500	$ 17,200	$ 40,500	$ 53,400

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 458,109	$ 483,318
Accumulated Amortization	315,457	300,969
Net Carrying Amount	142,652	182,349
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	360,045	378,923
Accumulated Amortization	235,505	222,436
Net Carrying Amount	$ 124,540	$ 156,487
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	1 year	1 year
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	10 years	10 years
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 9,636	$ 10,012
Accumulated Amortization	8,010	7,862
Net Carrying Amount	$ 1,626	$ 2,150
Trade name | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	1 year 6 months	1 year 6 months
Trade name | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	10 years	10 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 88,154	$ 94,103
Accumulated Amortization	71,823	70,582
Net Carrying Amount	$ 16,331	$ 23,521
Developed technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	4 years	4 years
Developed technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	9 years	9 years
Favorable Leases
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	6 years 3 months 18 days	6 years 3 months 18 days
Gross Carrying Amount	$ 274	$ 280
Accumulated Amortization	119	89
Net Carrying Amount	$ 155	$ 191

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Benefit from (provision for) income taxes	$ (530)	$ 1,471	$ (1,193)	$ 3,126

Debt - Summary of Long-term Deb

Debt - Summary of Long-term Debt (Details) - Senior Secured Notes - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Long-term debt	$ 297,290	$ 476,674
Less current maturities	(3,378)	(3,172)
Total long-term debt	293,912	473,502
Debt instrument, unamortized discount	$ 3,710	$ 5,376
Debt instrument, imputed interest rate (percent)	6.70%	7.60%

Debt - Narrative (Details)

Debt - Narrative (Details) - USD ($) $ in Thousands			1 Months Ended			3 Months Ended		9 Months Ended
	Sep. 30, 2024	Aug. 15, 2024	Aug. 31, 2024	Aug. 31, 2023	Aug. 31, 2019	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2019
Line of Credit Facility [Line Items]
Debt instrument, cash interest costs, percent								6.90%	5.70%
Interest rate swap
Line of Credit Facility [Line Items]
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps				$ 20,500		$ (3,580)	$ 316	$ (2,917)	$ 67
Other comprehensive income (loss), cash flow hedge, reclassification for discontinuance, before tax			$ 9,000
Secured Debt
Line of Credit Facility [Line Items]
Long-term debt, term					7 years
Interest rate (percent)					5.40%
Term Loan | Secured Debt
Line of Credit Facility [Line Items]
Long-term debt, term					7 years
Repayments of secured debt		$ 175,000	175,000
Debt instrument, additional principal payment	$ 2,000
Floating interest rate, stated percentage	9.10%					9.10%		9.10%
Credit Facility | Revolving Credit Facility
Line of Credit Facility [Line Items]
Long-term debt, term					5 years
Maximum borrowing capacity					$ 60,000
Credit Facility | Secured Debt
Line of Credit Facility [Line Items]
Debt instrument, repayment rate, quarterly										0.25%
Debt instrument, repayment rate, annual										1%
Credit Facility | Secured Debt | Base Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate								2.75%
Credit Facility | Secured Debt | Eurodollar Deposits Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate								3.75%
Credit Facility | Secured Debt | Eurodollar Deposits Rate | Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate								0%
Credit Facility | Secured Debt | Federal Funds Rate
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate								0.50%
Credit Facility | Secured Debt | Federal Funds Rate | Minimum
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate								0%
Credit Facility | Secured Debt | Eurodollar
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate								1%
August 2024 Debt Prepayment | Interest rate swap
Line of Credit Facility [Line Items]
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps			$ 11,400
Other comprehensive income (loss), cash flow hedge, reclassification for discontinuance, before tax						$ (2,800)		$ (2,800)

Debt - Summary of Debt, Interes

Debt - Summary of Debt, Interest Rate Swap (Details) - Interest rate swap - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps	$ 20,500	$ (3,580)	$ 316	$ (2,917)	$ 67
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net		(10,848)	(3,812)	(13,790)	(3,812)
Total Other comprehensive income (loss) on interest rate swaps		$ (14,428)	$ (3,496)	$ (16,707)	$ (3,745)

Net Loss Per Share - Narrative

Net Loss Per Share - Narrative (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023	Jul. 14, 2022
Earnings Per Share [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Series A convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Computation of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss	$ (1,733)	$ (8,670)	$ (109,302)	$ (163,862)
Preferred stock dividends and accretion	1,406	1,344	4,171	3,988
Net loss attributable to common stockholders, basic	(3,139)	(10,014)	(113,473)	(167,850)
Net loss attributable to common stockholders, diluted	$ (3,139)	$ (10,014)	$ (113,473)	$ (167,850)
Denominator:
Weighted-average common shares outstanding, basic (in shares)	27,292,410	32,579,544	27,850,947	32,438,682
Weighted-average common shares outstanding, diluted (in shares)	27,292,410	32,579,544	27,850,947	32,438,682
Net loss per common share, basic (in dollars per share)	$ (0.12)	$ (0.31)	$ (4.07)	$ (5.17)
Net loss per common share, diluted (in dollars per share)	$ (0.12)	$ (0.31)	$ (4.07)	$ (5.17)

Net Loss Per Share - Schedule_2

Net Loss Per Share - Schedule of Anti–dilutive Common Share Equivalents (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	10,090,424	9,314,176
Preferred stock, conversion price (in dollars per share)	$ 17.50
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	103,561	151,718
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	2,416,050	2,063,895
Performance restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	350,000	193,750
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	7,220,813	6,904,813
Preferred stock accumulated dividends	$ 126.4

Mezzanine Equity (Details)

Mezzanine Equity (Details) $ / shares in Units, $ in Millions		9 Months Ended
	Jul. 14, 2022 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) director $ / shares shares	Dec. 31, 2023 $ / shares
Temporary Equity [Line Items]
Number of shares issued (in shares) | shares	115,000
Series A convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Offering price per share (in dollars per share)	$ 1,000
Aggregate purchase price | $	$ 115
Stock issuance costs | $		$ 4.6
Temporary equity, liquidation preference (in dollars per share)	$ 1,000
Temporary equity dividend, closing date duration	7 years
Dividends payable | $		$ 11.4
Preferred stock, convertible, shares issuable | shares		649,384
Preferred stock, conversion price (in dollars per share)		$ 17.50
Temporary equity, liquidation preference | $		$ 126.4
Temporary equity, liquidation cash purchase price		105%
Temporary equity liquidation preference percentage		105%
Temporary equity voting power		50%
Number of board of directors to elect | director		1
Threshold for electing one board member and not the actual ownership		5%
Threshold for electing a non-voting board member requirement and not the actual ownership percentage		10%
Preferred stock, conversion price (in dollars per share)		$ 17.50
Temporary equity, number of consecutive trading days		10 days
Before Seven Year Anniversary
Temporary Equity [Line Items]
Temporary equity dividend rate percentage	4.50%
After Seven Year Anniversary
Temporary Equity [Line Items]
Temporary equity dividend rate percentage	7%

Stockholders' Equity - Narrativ

Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 15, 2024 shares	Jun. 05, 2024 $ / shares shares	Sep. 30, 2024 USD ($) vote $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) vote $ / shares shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 $ / shares shares	May 31, 2024 shares
Class of Stock [Line Items]
Common stock, par value (in dollars per share) | $ / shares			$ 0.0001		$ 0.0001		$ 0.0001
Common stock, votes per share | vote			1		1
Sales and excise tax payable | $			$ 200		$ 200
Stock repurchased and retired during period, value | $				$ 3,215	$ 10,796	$ 3,215
Preferred stock, par value (in dollars per share) | $ / shares		$ 0.0001
Performance restricted stock units
Class of Stock [Line Items]
Granted (in shares)					250,000		100,000
Target payout, percentage			100%		100%
Performance restricted stock units | Maximum
Class of Stock [Line Items]
Award vesting rights, percentage					300%		200%
Intercompany loans with foreign subsidiaries, accumulated tax
Class of Stock [Line Items]
Tax expense (benefit) recognized in OCI | $					$ 3,200
Intercompany loans, accumulated tax
Class of Stock [Line Items]
Tax expense (benefit) recognized in OCI | $			$ 100	(800)	$ (300)	200
Preferred Stock Purchase Rights
Class of Stock [Line Items]
Class of warrant or right, dividends declared (in shares)	1
Class of warrant or right, outstanding (in shares)	27,030,605
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares		$ 15,250
Preferred stock purchase right, purchase share (in shares)		0.001
Preferred stock purchase right, purchase price adjustment percentage		1%
Class of warrant or right, entitled dividend payment per security called by each warrant or right (in dollars per share) | $ / shares		$ 0.001
Class of warrant or right, entitled liquidation payment per security called by each warrant or right (in dollars per share) | $ / shares		$ 0.001
Class of warrant or right, entitled liquidation payment, common stock equivalent, number of shares (in shares)		1
Class of warrant or right, voting power, common stock equivalent, number of shares (in shares)		1
2023 Share Repurchase Program
Class of Stock [Line Items]
Stock repurchase program, authorized amount | $				$ 25,000		$ 25,000
Stock repurchase program, number of shares authorized to be repurchased (in shares)								6,453,805
Stock repurchases and retirements (in shares)			0		3,208,705
Stock repurchased and retired during period, value | $					$ 11,000

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	$ 907	$ 6,488	$ 126,294	$ 149,375	$ 167,784	$ 308,870
Accumulated Other Comprehensive Income (Loss)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	(6,275)	$ (600)	6,168	$ 5,228	$ 15,415	$ 11,110
Foreign currency translation adjustment
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	(18,151)		(19,947)
Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	(862)		(3,330)
Unrealized gain on interest rate swaps, net of amounts reclassified into interest expense, net
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	11,353		14,270
Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	$ 1,385		$ 15,175

Stockholders' Equity - Schedu_2

Stockholders' Equity - Schedule of PRSU and RSU Activity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
PRSU and RSU
Number of Units
Unvested balances at beginning of period (in shares)	1,858,847
Granted (in shares)	2,142,687
Vested (in shares)	(1,050,597)
Forfeited (in shares)	(184,887)
Unvested balances at end of period (in shares)	2,766,050	1,858,847
Weighted-Average Grant Date Fair Value
Unvested balances at beginning of period (in dollars per share)	$ 9.76
Granted (in dollars per share)	4.12
Vested (in dollars per share)	9.03
Forfeited (in dollars per share)	8.71
Unvested balances at end of period (in dollars per share)	$ 5.73	$ 9.76
Performance restricted stock units
Number of Units
Granted (in shares)	250,000	100,000

Stockholders' Equity - Schedu_3

Stockholders' Equity - Schedule of Valuation Assumptions (Details) - Performance restricted stock units	9 Months Ended
	Sep. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	74.60%
Expected volatility, maximum	62.06%
Risk-free interest rate, minimum	4.40%
Risk-free interest rate, maximum	4%
Dividend yield	0%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining performance period (in years)	3 years 29 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Remaining performance period (in years)	2 years 8 months 23 days

Stockholders' Equity - Schedu_4

Stockholders' Equity - Schedule of Allocated Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 3,423	$ 5,360	$ 12,078	$ 18,192
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	199	246	584	850
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	470	608	1,714	1,911
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	398	429	1,156	1,563
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 2,356	$ 4,077	$ 8,624	$ 13,868

Revenue Recognition - Narrative

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Revenue from External Customer [Line Items]
Unbilled receivables	$ 3,505	$ 3,505	$ 2,701
Deferred commissions, amortization period	6 years	6 years
Deferred commissions renewal amortization period		18 months
Commissions capitalized in excess of amortization of deferred commissions	$ 900	$ 1,900
Revenue expected to be recognized from performance obligations	$ 242,700	$ 242,700
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01
Revenue from External Customer [Line Items]
Revenue, remaining performance obligation, percentage	70%	70%
Expected satisfaction period of performance obligations, in months	12 months	12 months
Subscription and support
Revenue from External Customer [Line Items]
Revenue recognized, previously in unearned revenue		$ 90,200
Professional services
Revenue from External Customer [Line Items]
Revenue recognized, previously in unearned revenue		$ 2,000

Revenue Recognition - Schedule

Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 66,692	$ 74,121	$ 206,767	$ 225,674
Subscription and support
Disaggregation of Revenue [Line Items]
Revenue	63,771	69,962	196,353	213,370
Subscription and support | United States
Disaggregation of Revenue [Line Items]
Revenue	45,829	49,884	140,894	152,287
Subscription and support | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	8,185	9,371	25,657	28,205
Subscription and support | Canada
Disaggregation of Revenue [Line Items]
Revenue	3,241	3,348	9,786	10,281
Subscription and support | Other International
Disaggregation of Revenue [Line Items]
Revenue	6,516	7,359	20,016	22,597
Perpetual license
Disaggregation of Revenue [Line Items]
Revenue	1,106	1,494	4,306	4,317
Perpetual license | United States
Disaggregation of Revenue [Line Items]
Revenue	501	409	2,072	1,786
Perpetual license | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	100	222	255	514
Perpetual license | Canada
Disaggregation of Revenue [Line Items]
Revenue	35	38	186	94
Perpetual license | Other International
Disaggregation of Revenue [Line Items]
Revenue	470	825	1,793	1,923
Professional services
Disaggregation of Revenue [Line Items]
Revenue	1,815	2,665	6,108	7,987
Professional services | United States
Disaggregation of Revenue [Line Items]
Revenue	1,089	1,522	3,534	4,676
Professional services | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	211	336	725	1,046
Professional services | Canada
Disaggregation of Revenue [Line Items]
Revenue	139	225	473	684
Professional services | Other International
Disaggregation of Revenue [Line Items]
Revenue	$ 376	$ 582	$ 1,376	$ 1,581