Upland Software (UPLD) 10-Q 2 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Oct. 31, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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		31,389,287
Entity Central Index Key	0001505155
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
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, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 239,591	$ 248,653
Accounts receivable (net of allowance of $605 and $1,158 at September 30, 2023, and December 31, 2022, respectively)	37,178	47,594
Deferred commissions, current	10,594	10,961
Unbilled receivables	4,112	5,313
Income tax receivable, current	4,823	542
Prepaid expenses and other current assets	10,379	8,232
Total current assets	306,677	321,295
Tax credits receivable	1,412	2,411
Property and equipment, net	2,044	1,830
Operating lease right-of-use asset	3,800	5,719
Intangible assets, net	195,717	248,851
Goodwill	348,172	477,043
Deferred commissions, noncurrent	13,129	13,794
Interest rate swap assets	20,771	41,168
Other assets	2,123	1,348
Total assets	893,845	1,113,459
Current liabilities:
Accounts payable	14,060	14,939
Accrued compensation	7,473	7,393
Accrued expenses and other current liabilities	6,947	10,644
Deferred revenue	94,701	106,465
Liabilities due to sellers of businesses	0	5,429
Operating lease liabilities, current	2,284	3,205
Current maturities of notes payable (includes unamortized discount of $2,297 and $2,264 at September 30, 2023, and December 31, 2022, respectively)	3,103	3,136
Total current liabilities	128,568	151,211
Notes payable, less current maturities (includes unamortized discount of $3,630 and $5,203 at September 30, 2023, and December 31, 2022, respectively)	474,370	511,847
Deferred revenue, noncurrent	4,266	4,707
Operating lease liabilities, noncurrent	3,064	4,947
Noncurrent deferred tax liability, net	17,513	18,416
Other long-term liabilities	410	1,170
Total liabilities	628,191	692,298
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, 2023, and December 31, 2022, respectively	116,279	112,291
Stockholders’ equity:
Common stock, $0.0001 par value; 75,000,000 and 50,000,000 shares authorized as of September 30, 2023, and December 31, 2022, respectively; 32,141,013 and 32,221,855 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively	3	3
Additional paid-in capital	617,004	606,755
Accumulated other comprehensive income	5,228	11,110
Accumulated deficit	(472,860)	(308,998)
Total stockholders’ equity	149,375	308,870
Total liabilities, convertible preferred stock and stockholders’ equity	$ 893,845	$ 1,113,459

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss, current	$ 605	$ 1,158
Unamortized discount, current	2,297	2,264
Unamortized discount, noncurrent	$ 3,630	$ 5,203
Series A convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Series A convertible preferred stock, authorized (in shares)	5,000,000	5,000,000
Series A convertible preferred stock, issued (in shares)	115,000	115,000
Series A convertible preferred stock, outstanding (in shares)	115,000	115,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	75,000,000	50,000,000
Common stock issued (in shares)	32,141,013	32,221,855
Common stock outstanding (in shares)	32,141,013	32,221,855

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue	$ 74,121	$ 79,549	$ 225,674	$ 238,492
Cost of revenue	22,938	25,726	72,652	77,034
Gross profit	51,183	53,823	153,022	161,458
Operating expenses:
Sales and marketing	16,860	14,361	46,904	45,285
Research and development	12,740	11,645	37,713	35,388
General and administrative	14,597	14,668	47,369	56,110
Depreciation and amortization	14,262	10,117	44,209	31,970
Acquisition-related expenses	443	3,586	2,609	18,924
Impairment of goodwill	0	0	128,755	0
Total operating expenses	58,902	54,377	307,559	187,677
Loss from operations	(7,719)	(554)	(154,537)	(26,219)
Other expense:
Interest expense, net	(2,525)	(7,354)	(13,362)	(22,870)
Other income, net	103	339	911	1,698
Total other expense	(2,422)	(7,015)	(12,451)	(21,172)
Loss before benefit from income taxes	(10,141)	(7,569)	(166,988)	(47,391)
Benefit from income taxes	1,471	1,056	3,126	1,654
Net loss	(8,670)	(6,513)	(163,862)	(45,737)
Preferred stock dividends	(1,344)	(546)	(3,988)	(546)
Net loss attributable to common stockholders, basic	(10,014)	(7,059)	(167,850)	(46,283)
Net loss attributable to common stockholders, diluted	$ (10,014)	$ (7,059)	$ (167,850)	$ (46,283)
Net loss per common share:
Net loss per common share, basic (in dollars per share)	$ (0.31)	$ (0.22)	$ (5.17)	$ (1.47)
Net loss per common share, diluted (in dollars per share)	$ (0.31)	$ (0.22)	$ (5.17)	$ (1.47)
Weighted-average common shares outstanding, basic (in shares)	32,579,544	31,655,206	32,438,682	31,401,463
Weighted-average common shares outstanding, diluted (in shares)	32,579,544	31,655,206	32,438,682	31,401,463
Total product revenue
Revenue	$ 71,456	$ 76,779	$ 217,687	$ 229,059
Subscription and support
Revenue	69,962	75,095	213,370	223,739
Cost of revenue	20,853	23,553	66,411	69,747
Perpetual license
Revenue	1,494	1,684	4,317	5,320
Professional services
Revenue	2,665	2,770	7,987	9,433
Cost of revenue	$ 2,085	$ 2,173	$ 6,241	$ 7,287

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (8,670)	$ (6,513)	$ (163,862)	$ (45,737)
Other comprehensive income (loss):
Foreign currency translation adjustment	(4,103)	(13,869)	(3,248)	(32,272)
Unrealized translation gain (loss) on foreign currency denominated intercompany loans, net of taxes	(2,588)	(7,415)	1,111	(14,211)
Interest rate swaps	(3,496)	17,988	(3,745)	52,357
Other comprehensive income (loss):	(10,187)	(3,296)	(5,882)	5,874
Comprehensive loss	$ (18,857)	$ (9,809)	$ (169,744)	$ (39,863)

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, 2021	0
Beginning balance at Dec. 31, 2021	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Convertible Preferred Stock (in shares)	115,000
Issuance of Convertible Preferred Stock	$ 110,520
Dividends accrued - Convertible Preferred Stock	$ 546
Ending balance (in shares) at Sep. 30, 2022	115,000
Ending balance at Sep. 30, 2022	$ 111,066
Beginning balance (in shares) at Dec. 31, 2021		31,096,548
Beginning balance at Dec. 31, 2021	316,288	$ 3	$ 568,384	$ (11,514)	$ (240,585)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends accrued - Convertible Preferred Stock	(546)		(546)
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		680,574
Issuance of stock under Company plans, net of shares withheld for tax	(969)		(969)
Stock-based compensation	34,023		34,023
Foreign currency translation adjustment	(32,272)			(32,272)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	(14,211)			(14,211)
Interest rate swaps	52,357			52,357
Net loss	(45,737)				(45,737)
Ending balance (in shares) at Sep. 30, 2022		31,777,122
Ending balance at Sep. 30, 2022	$ 308,933	$ 3	600,892	(5,640)	(286,322)
Beginning balance (in shares) at Jun. 30, 2022	0
Beginning balance at Jun. 30, 2022	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Convertible Preferred Stock (in shares)	115,000
Issuance of Convertible Preferred Stock	$ 110,520
Dividends accrued - Convertible Preferred Stock	$ 546
Ending balance (in shares) at Sep. 30, 2022	115,000
Ending balance at Sep. 30, 2022	$ 111,066
Beginning balance (in shares) at Jun. 30, 2022		31,632,628
Beginning balance at Jun. 30, 2022	311,930	$ 3	594,080	(2,344)	(279,809)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Dividends accrued - Convertible Preferred Stock	(546)		(546)
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		144,494
Issuance of stock under Company plans, net of shares withheld for tax	(169)		(169)
Stock-based compensation	7,527		7,527
Foreign currency translation adjustment	(13,869)			(13,869)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	(7,415)			(7,415)
Interest rate swaps	17,988			17,988
Net loss	(6,513)				(6,513)
Ending balance (in shares) at Sep. 30, 2022		31,777,122
Ending balance at Sep. 30, 2022	$ 308,933	$ 3	600,892	(5,640)	(286,322)
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	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	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	32,141,013
Ending balance at Sep. 30, 2023	$ 149,375	$ 3	$ 617,004	$ 5,228	$ (472,860)

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities
Net loss	$ (163,862)	$ (45,737)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	54,475	41,333
Change in fair value of liabilities due to sellers of businesses	0	(75)
Deferred income taxes	(2,651)	(3,291)
Amortization of deferred costs	9,909	9,041
Foreign currency re-measurement loss	(983)	40
Non-cash interest, net and other income, net	(2,080)	1,687
Non-cash stock-based compensation expense	18,192	34,023
Non-cash loss on impairment of goodwill	128,755	0
Non-cash loss on retirement of fixed assets	46	26
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable	10,168	18,187
Prepaid expenses and other current assets	(5,405)	5,148
Other assets	(12,259)	10,203
Accounts payable	(871)	(1,464)
Accrued expenses and other liabilities	(4,729)	(11,256)
Deferred revenue	(12,069)	(13,321)
Net cash provided by operating activities	41,154	24,138
Investing activities
Purchase of property and equipment	(1,034)	(718)
Purchase business combinations, net of cash acquired	0	(62,356)
Net cash used in investing activities	(1,034)	(63,074)
Financing activities
Payments of debt costs	(190)	(200)
Payments on notes payable	(39,050)	(4,050)
Stock repurchases and retirement	(3,215)	0
Issuance of Series A Convertible Preferred stock, net of issuance costs	0	110,520
Taxes paid related to net share settlement of equity awards	(742)	(1,159)
Issuance of common stock, net of issuance costs	2	190
Additional consideration paid to sellers of businesses	(5,550)	(8,174)
Net cash provided by (used in) financing activities	(48,745)	97,127
Effect of exchange rate fluctuations on cash	(437)	(5,629)
Change in cash and cash equivalents	(9,062)	52,562
Cash and cash equivalents, beginning of period	248,653	189,158
Cash and cash equivalents, end of period	239,591	241,720
Supplemental disclosures of cash flow information:
Cash paid for interest, net of interest rate swaps	23,147	21,804
Cash paid for taxes	6,227	3,163
Non-cash investing and financing activities:
Business combination consideration including holdbacks and earnouts	$ 0	$ 7,820

Organization and Nature of Oper

Organization and Nature of Operations	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Operations	1. Organization and Nature of Operations Upland Software, Inc. (“Upland,” “we,” “us,” “our,” or the “Company”), a Delaware corporation, is a provider of cloud-based software that enables organizations to drive digital transformation in the following business functions: Marketing, Sales, Contact Center, Knowledge Management, Project Management, Information Technology, Business Operations, Human Resources and Legal.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation These 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. 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, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 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 2022 Annual Report on Form 10-K filed with the SEC on February 28, 2023. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. These reclassifications had no impact on net loss, shareholders' equity or cash flows as previously reported. 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 2, 2023, 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. 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. 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 swap hedges. 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. 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, 2023, or more than 10% of accounts receivable as of September 30, 2023 or December 31, 2022. Recent Accounting Pronouncements Recently issued accounting pronouncements - Adopted In March 2020, the Financial Standards Accounting Board (“FASB”) issued accounting standards update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We adopted ASU 2020-04 during the first quarter of 2023. On February 21, 2023, the Company entered into an amended and restated credit agreement to, among other things, provide for the replacement of LIBOR with the Secured Overnight Financing Rate (“SOFR”), an index measuring the cost of borrowing cash overnight collateralized by Treasury securities. The Company has elected to apply the debt agreement modification expedients related to changes to the reference rate from LIBOR to SOFR in the Company's Credit Agreement, which it completed during the three months ended March 31, 2023. Application of these expedients allows the Company to account for the modification as not substantial. As a result, the debt agreement modification will be accounted for by prospectively adjusting the Credit Agreement’s effective interest rate, any existing unamortized debt discount will carry forward and continue to be amortized and no remeasurement of the Credit Agreement at the modification date is required. The Company has also elected to apply the hedge accounting expedients and exceptions related to changes to the reference rate from LIBOR to SOFR in the Company's interest rate swaps, which it completed during the three months ended March 31, 2023. Application of these exceptions preserves the cash flow hedge designation of the interest rate swaps and the related accounting and presentation consistent with past presentation. The replacement of LIBOR with SOFR in the credit agreement did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. See “ Note—7. Debt ” for additional information. In October 2021, the FASB issued ASU 2021-08 , Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance requires companies to apply the definition of a performance obligation under accounting standard codification (“ASC”) Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under prior GAAP, an acquirer in a business combination was generally required to recognize and measure the assets it acquired and the liabilities it assumed at fair value on the acquisition date. The new guidance will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. These amendments were effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted ASU 2021-08 on January 1, 2023 and our adoption did not have a material impact on our condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . ASU 2020-06 simplified the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amended the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 amended the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The update also required entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance was effective for interim and annual periods beginning after December 15, 2021. The Company adopted this guidance in the first quarter of fiscal 2022.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Acquisitions	3. Acquisitions The Company performs quantitative and qualitative analyses to determine the significance of each acquisition to the financial statements the Company. Based on these analyses the below acquisitions were deemed to be insignificant on an individual and cumulative basis. 2023 Acquisitions The Company had no acquisitions during the nine months ended September 30, 2023. 2022 Acquisitions The acquisitions completed during the year ended December 31, 2022 were: • BA Insight - On February 22, 2022, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of BA Insight Inc., a Delaware corporation (“BA Insight”). • Objectif Lune - On January 7, 2022, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Objectif Lune Inc., a Quebec proprietary company (“Objectif Lune”). Consideration The following table summarizes the consideration transferred for the acquisitions described above (in thousands): BA Insight Objectif Lune Cash $ 33,355 $ 29,750 Holdback (1) 645 5,250 Working capital and other adjustments 1,587 644 Total consideration $ 35,587 $ 35,644 (1) Represents the cash holdbacks subject to indemnification claims that are payable 12 months following closing for Objectif Lune, and 15 months following closing for BA Insight. As of September 30, 2023, all of the holdbacks had been paid. Fair Value of Assets Acquired and Liabilities Assumed The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting, and has recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management completed the purchase accounting for BA Insight in December 2022 and Objectif Lune during the first quarter of 2023. The following condensed table presents the finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions during the year ended December 31, 2022 and through the nine months ended September 30, 2023 (in thousands): Final BA Insight Objectif Lune Year Acquired 2022 2022 Cash $ 4 $ 745 Accounts receivable 2,466 5,677 Other current assets 4,080 7,183 Operating lease right-of-use asset 110 1,905 Property and equipment 3 248 Customer relationships 10,500 17,717 Trade name 150 362 Technology 2,000 5,512 Favorable Leases — 291 Goodwill 25,495 23,797 Other assets 25 744 Total assets acquired 44,833 64,181 Accounts payable (236) (2,001) Accrued expense and other (4,083) (9,431) Deferred tax liabilities — (6,353) Deferred revenue (4,817) (8,847) Operating lease liabilities (110) (1,905) Total liabilities assumed (9,246) (28,537) Total consideration $ 35,587 $ 35,644 The Company uses third party valuation consultants to determine the fair values of assets acquired and liabilities assumed. Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, the use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method. Developed technology and trade names are valued using the relief-from-royalty method. The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the year ended December 31, 2022 (in years): Useful Life Customer relationships 7.0 Trade name 2.0 Developed technology 6.2 Favorable Leases 6.3 Total weighted-average useful life 6.8 During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to management's estimates and assumptions. The goodwill of $49.3 million for the above acquisitions was primarily attributable to the synergies expected to arise after the acquisition and the value of the acquired workforce. Goodwill that was deductible for tax purposes at the time of the acquisitions was $4.6 million.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	4. 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 swap assets, 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, 2023 (unaudited) Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 218,598 $ — $ — $ 218,598 Interest rate swaps — 20,771 — 20,771 Total $ 218,598 $ 20,771 $ — $ 239,369 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 172,849 $ — $ — $ 172,849 Interest rate swaps — 41,168 — 41,168 Total $ 172,849 $ 41,168 $ — $ 214,017 Money market funds are highly-liquid investments and are included in cash and cash equivalents on the consolidated balance sheets. The pricing information on these investment instruments is readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. 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.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	5. Goodwill and Other Intangible Assets Changes in the Company’s goodwill balance for the nine months ended September 30, 2023 are summarized in the table below (in thousands): Balance at December 31, 2022 $ 477,043 Adjustment related to prior year business combinations 415 Impairment of goodwill (128,755) Foreign currency translation adjustment and other (531) Balance at September 30, 2023 $ 348,172 As a result of the decline of our stock price impacting our market capitalization during the quarter ended March 31, 2023, we performed a quantitative impairment evaluation as of March 31, 2023, which resulted in a goodwill impairment of $128.8 million. This quantitative goodwill impairment analysis applied two methodologies to estimate the Company’s fair value which were: a) a discounted cash flow method and b) a guideline public company method. The two methods generated similar results and indicated that the fair value of the Company was less than its carrying value. The discounted cash flow method required significant judgments, including estimation of future cash flows, which are 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, developed technology, and non-compete agreements 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, 2023: (unaudited) Customer relationships 1-10 $ 371,784 $ 204,741 $ 167,043 Trade name 1.5-10 9,830 7,503 2,327 Developed technology 4-9 92,540 66,389 26,151 Favorable Leases 6.3 272 76 196 Total intangible assets $ 474,426 $ 278,709 $ 195,717 Estimated Useful Gross Accumulated Net Carrying December 31, 2022: Customer relationships 1-10 $ 372,162 $ 162,995 $ 209,167 Trade name 1.5-10 9,837 6,728 3,109 Developed technology 4-9 92,585 56,240 36,345 Favorable Leases 6.3 273 43 230 Total intangible assets $ 474,857 $ 226,006 $ 248,851 Management recorded no impairments of intangible assets during the three and nine months ended September 30, 2023 and September 30, 2022. 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 $17.2 million and $12.8 million during the three months ended September 30, 2023 and September 30, 2022, respectively, and $53.4 million and $40.1 million during the nine months ended September 30, 2023 and September 30, 2022, respectively. As of September 30, 2023, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2023 $ 16,587 2024 51,497 2025 36,543 2026 34,327 2027 30,092 2028 and thereafter 26,671 Total $ 195,717

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	6. Income Taxes The Company’s income tax benefit for the three and nine months ended September 30, 2023 and September 30, 2022 reflects its estimate of the effective tax rates expected to be applicable for the full years, adjusted for any discrete events that are recorded in the period in which they occur. The estimates are re-evaluated each quarter based on the estimated tax expense for the full year. The income tax benefit of $1.5 million and $3.1 million for the three and nine months ended September 30, 2023, respectively, is primarily related to the deferred tax impact of the goodwill impairment booked during the first quarter of 2023, the reduction of uncertain tax positions due to expiration of related statutes of limitation, and foreign income taxes associated with our combined non U.S. operations. 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 income tax benefit of $1.1 million and $1.7 million for the three and nine months ended September 30, 2022, respectively, is primarily related to foreign income taxes associated with our combined non-U.S. operations and the deferred tax benefit attributable to the release of valuation allowance related to the acquisition of deferred tax liabilities associated with the Company’s business combination occurring during the three and nine months ended September 30, 2022, as discussed in “ Note 3. Acquisitions .” 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 and the impact, recorded as discrete for the three months ended March 31, 2022, of the deferred tax provision attributable to the tax gain associated with the transfer of goodwill between foreign and domestic jurisdictions. 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, 2023 and December 31, 2022, respectively. The Company has reflected any uncertain tax positions primarily within its long-term taxes payable and a portion within deferred tax assets. 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, 2019 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2018, other than where cross-border transactions extend the statute of limitations. The Company is not currently under audit in any federal, state or any foreign jurisdictions. U.S. operating losses generated in years prior to 2019 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized.

Debt

Debt	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Debt	7. Debt Long-term debt consisted of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Senior secured loans (includes unamortized discount of $5,927 and $7,467 based on an imputed interest rate of 7.6% and 5.8%, at September 30, 2023 and December 31, 2022, respectively) $ 477,473 $ 514,983 Less current maturities (3,103) (3,136) Total long-term debt $ 474,370 $ 511,847 In 2019, the Company entered into a credit agreement (the “Credit Facility”) which provided for (i) a fully-drawn $350 million, 7 year, senior secured term loan facility (the “Term Loan”) and (ii) a term loan facility to be established under the Credit Facility in an aggregate principal amount of $190.0 million (the “2019 Incremental Term Loan” and together with the Term Loan, the “Term Loans”) and (iii) a $60 million, 5 year, revolving credit facility (the “Revolver”) that was fully available as of September 30, 2023. The Term Loans are repayable on a quarterly basis beginning on December 31, 2019 by an amount equal to 0.25% (1.00% per annum) of the aggregate principal amount of such loan. Any amount remaining unpaid is due and payable in full on August 6, 2026 (the “Term Loan Maturity Date”). On August 31, 2023, the Company prepaid $35.0 million of the Term Loans. Loans under the Revolver are available up to $60 million. The Revolver provides a sub-facility whereby the Company may request letters of credit (the “Letters of Credit”) in an aggregate amount not to exceed, at any one time outstanding, $10 million for the Company. The aggregate amount of outstanding Letters of Credit are reserved against the credit availability under the Maximum Revolver Amount. The Company incurs a 0.50% per annum unused line fee on the unborrowed balance of the Revolver which is paid quarterly. Loans under the Revolver may be borrowed, repaid and reborrowed until August 6, 2024 (the “Maturity Date”), at which time all amounts borrowed under the Revolver must be repaid. As of September 30, 2023, the Company had no borrowings outstanding under the Revolver or related sub-facility. On February 21, 2023, the Company entered into that certain Amendment No.1 to the Credit Facility (the “Amendment”), which amended the Credit Facility. The Amendment updated the interest rate benchmark from LIBOR to SOFR. Other than the foregoing, the material terms of the Credit Agreement remain unchanged. At the option of the Company, the Term Loans accrue interest at a per annum rate based on (i) the Base Rate plus a margin of 2.75% or (ii) the rate (not less than 0.00%) 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%. After giving effect to the interest rate swaps described below, $259.9 million of the Term Loans has an effective annualized fixed interest rate of 5.4%, and the remaining principal outstanding at September 30, 2023 has a floating interest rate of 9.2% . Accrued interest is paid quarterly or, with respect to Term Loans that are accruing interest based on the Federal Funds Effective Rate, at the end of the applicable interest rate period. Covenants The Credit Facility contains customary affirmative and negative covenants. The Credit Facility has no financial covenants as long as less than 35% of the Revolver is drawn as of the last day of any fiscal quarter. If 35% of the Revolver is drawn as of the last day of a given fiscal quarter the Company will be required to maintain a Total Leverage Ratio (the ratio of funded indebtedness as of such date less the amount of unrestricted cash and cash equivalents of the Company and its guarantors in an amount not to exceed $50.0 million, to adjusted EBITDA (calculated on a pro forma basis including giving effect to any acquisition)), measured on a quarter-end basis for each four consecutive fiscal quarters then ended, of not greater than 6.00 to 1.00. In addition, the Credit Facility contains customary events of default subject to customary cure periods. The occurrence of an event of default could result in the acceleration of the Term Loans and Revolver and a right by the agent and lenders to exercise remedies. At the election of the lenders, a default interest rate shall apply on all obligations during an event of default, at a rate per annum equal to 2.00% above the applicable interest rate. The Term Loans and Revolver are secured by substantially all of the Company's assets. As of September 30, 2023 the Company was in compliance with all covenants under the Credit Facility. Interest rate swaps In 2019, the Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. Until the termination of a portion of the interest rate swaps as described below, these interest rate swaps effectively converted the entire balance of the Company's $540.0 million original principal Term Loans from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the 7-year term of debt. The interest rate associated with our undrawn $60 million Revolver remains floating. In August 2023, the Company sold $259.9 million of the notional amount of its interest rate swap assets back to the counterparties for $20.5 million , reducing the total notional amount of the interest rate swap assets to $259.9 million . The $20.5 million gain in accumulated other comprehensive income related to the $259.9 million amount sold is being released to interest expense, net as interest is accrued on the Company’s variable-rate debt over the remaining term of the Term Loans as a decrease to interest expense, net, the amortization of which totaled $1.1 million for the three and nine months ended September 30, 2023, respectively. As discussed above, on September 1, 2023, the Company prepaid $35.0 million of the Term Loans. As a result of this prepayment, $2.8 million of the deferred gain in accumulated comprehensive income was released immediately into earnings as interest expense, net. After giving effect to the notional amount of the sold interest rate swap assets, $259.9 million of the Term Loans has an effective annualized fixed interest rat e of 5.4% , and the remaining principal has a floating interest rate as described above. Amounts reported in accumulated other comprehensive income related to the Company's derivative are reclassified to interest expense, net as interest is accrued on the Company’s variable-rate debt. The impact of the Company’s derivative financial instruments on its condensed consolidated statements of comprehensive (loss) income for the three and nine months ended September 30, 2023 and September 30, 2022 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps $ 316 $ 17,988 67 $ 52,357 Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net (3,812) — (3,812) — Total Other comprehensive income on interest rate swaps $ (3,496) $ 17,988 $ (3,745) $ 52,357 Cash interest costs averaged 5.7% and 5.4% for the nine months ended September 30, 2023 and 2022, respectively. In addition, as of September 30, 2023 and December 31, 2022 the Company had $5.9 million and $7.5 million, respectively, of unamortized deferred financing costs associated with the Credit Facility. These financing costs will be amortized to non-cash interest expense over the remaining term of the Credit Facility.

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Net Loss Per Share	8. 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 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, 2023 2022 2023 2022 Numerator: Net Loss $ (8,670) $ (6,513) $ (163,862) $ (45,737) Preferred stock dividends and accretion (1,344) (546) (3,988) (546) Net loss attributable to common stockholders $ (10,014) $ (7,059) $ (167,850) $ (46,283) Denominator: Weighted–average common shares outstanding, basic and diluted 32,579,544 31,655,206 32,438,682 31,401,463 Net loss per common share, basic and diluted $ (0.31) $ (0.22) $ (5.17) $ (1.47) Due to the net losses for the three and nine months ended September 30, 2023 and September 30, 2022, 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 restricted stock units. The following table sets forth the anti–dilutive common share equivalents as of: September 30, 2023 2022 Stock options 151,718 155,895 Restricted stock units 2,063,895 1,442,886 Performance restricted stock units 193,750 93,750 Series A Preferred Stock on an if-converted basis (1) 6,904,813 6,602,643 Total anti–dilutive common share equivalents 9,314,176 8,295,174 (1) As of September 30, 2023 , the Series A Preferred Stock plus accumulated dividends totaled $120.8 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “ Note 10. Series A Convertible Preferred Stock ”

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	9. 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 may become involved in various lawsuits and legal proceedings. The Company does not anticipate that any legal proceedings will have a material adverse effect on the Company's condensed consolidated balances sheets or condensed consolidated statement of operations. In addition, when we acquire companies, we require that the sellers provide industry standard indemnification for breaches of representations and warranties contained in the acquisition agreement and we will withhold payment of a portion of the purchase price for a period of time in order to satisfy any claims that we may make for indemnification. In certain transactions, we agree with the sellers to purchase a representation and warranty insurance policy that will pay such claims for indemnification. From time to time we may have one or more claims for indemnification pending. Similarly, we may have one or more ongoing negotiations related to the amount of an earnout. Gain contingencies related to indemnification claims are not recognized in our condensed consolidated financial statements until realized.

Series A Convertible Preferred

Series A Convertible Preferred Stock	9 Months Ended
	Sep. 30, 2023
Temporary Equity Disclosure [Abstract]
Series A Convertible Preferred Stock	10. Series A Convertible Preferred Stock On July 14, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Ulysses Aggregator, LP (the “Purchaser”), an affiliate of HGGC, LLC, to issue and sell at closing 115,000 shares of Series A Preferred Stock of the Company, par value $0.0001 per share, at a price of $1,000 per share (the “Initial Liquidation Preference”) for an aggregate purchase price of $115.0 million (the “Investment”). The Company will use the proceeds of the Investment (a) for general corporate purposes and (b) for transaction-related fees and expenses. On August 23, 2022 (the “Closing Date”), the closing of the Investment (the “Closing”) occurred, and the Series A Preferred Stock was issued to the Purchaser. In connection with the issuance of the Series A Preferred Stock, the Company incurred direct and incremental expenses comprised of transaction fees, and financial advisory and legal expenses (the “Series A Preferred Stock Issuance Costs”), which reduced the carrying value of the Series A Preferred Stock. As of September 30, 2023, the Series A Preferred Stock Issuance Costs totaled $4.6 million. Cumulative preferred dividends accrue quarterly on the Series A Preferred Stock at a rate of 4.5% per year within the first seven years after the Closing Date regardless of whether declared or assets are legally available for the payment. Such dividends shall accrue and compound quarterly in arrears from the date of issuance of the shares. The dividend rate will increase to 7.0% on the seven-year anniversary of the Closing Date. The Series A Preferred Stock had accrued unpaid dividends of $5.8 million as of September 30, 2023. 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-year anniversary of the Closing Date. The dividend can be paid, in the Company’s sole discretion, in cash or dividend in kind by adding to the Liquidation Preference of each share of Series A Preferred Stock outstanding. On June 7, 2023, the stockholders of the Company authorized, for purposes of complying with Nasdaq Listing Rules 5635(b) and (d), the issuance of shares of Common Stock underlying shares of Series A Preferred Stock in an amount equal to or in excess of 20% of the Common Stock outstanding immediately prior to the issuance of such Series A Preferred Stock (including upon the operation of anti-dilution provisions contained in the Certificate of Designation designating the terms of such Series A Preferred Stock). The Series A Preferred Stock is also entitled to fully participate in any dividends paid to the holders of Common Stock in cash, in stock or otherwise, on an as-converted basis. 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, 2023, the Liquidation Preference of the Series A Preferred Stock was $120.8 million. Optional Redemption On or after the 7th anniversary of the original issue date of the Series A Preferred Stock, the Company has the right to redeem any outstanding shares of the Series A Preferred Stock for a cash purchase price equal to 105% of the Liquidation Preference plus accrued and unpaid dividends as of the date of redemption. Deemed Liquidation Event Redemption Upon a fundamental change, holders of the Series A Preferred Stock have the right to require the Company to repurchase any or all of its Series A Preferred Stock for cash equal to the greater of (1) 105% of the Liquidation Preference plus the present value of the dividend payments the holders would have been entitled to through the fifth anniversary of the issue date and (2) the amount that such Preferred Stock would have been entitled to receive as if converted into common shares immediately prior to the fundamental change. A fundamental change (“Deemed Liquidation Event”) is defined as either the direct or indirect sale, lease, transfer, conveyance or other disposition of all or substantially all the properties or assets of the Company and its subsidiaries to any third party or the consummation of any transaction, the result of which is that any third party or group of third parties become the beneficial owner of more than 50% of the voting power of the Company. Voting Rights The Series A Preferred Stock will vote together with the common shares on all matters and not as a separate class (except as specifically provided in the Certificate of Designation or as otherwise required by law) on an as-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

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Stockholders' Equity	11. Stockholders' Equity Registration Statements On October 21, 2022 we filed a resale registration statement on Form S-3 (File No. 333-267973) (the “2022 S-3”), on behalf of the Purchaser and pursuant to the Registration Rights Agreement, which became effective on November 1, 2022 and covers (i) the issued Series A Preferred Stock and (ii) the number of shares of the Company’s Common Stock issuable upon conversion of such Series A Preferred Stock, which amount includes and assumes that dividends on the Series A Preferred Stock are paid by increasing the Liquidation Preference of the Series A Preferred Stock for a period of sixteen dividend payment periods from the initial issuance date. See “ Note—10. Series A Convertible Preferred Stock ” for further details. Share repurchase program On September 1, 2023, the Board of Directors authorized a stock repurchase program (the “Share Repurchase Plan”) in the aggregate amount of up to $15.0 million that would allow the Company to repurchase shares of its issued and outstanding Common Stock, from time to time in the open market or otherwise (including in negotiated transactions, open market transactions, through accelerated share repurchase, through indirect purchases of Common Stock such as by using derivatives or in other transactions) in each case in accordance with applicable securities laws so long as the aggregate purchase price paid for such transactions does not exceed $15.0 million for all such purchases. The authorization does not have a specified expiration date. Accordingly, unless terminated earlier by resolution of the Board, the Share Repurchase Plan will expire when the Company has repurchased all shares authorized for repurchase. During the three and nine months ended September 30, 2023, the Company repurchased and subsequently retired 783,356 shares of Common Stock, for a total of $3.2 million under the Share Repurchase Plan. As of September 30, 2023, approximately $11.8 million remained available for additional share repurchases. The Company is not obligated to acquire any particular amount of Common Stock and may modify or suspend the repurchases at any time in the Company’s discretion. In October 2023, the Board of Directors authorized an increase to the Share Repurchase Plan to allow the Company to repurchase up to an additional $10 million of shares. See “ Note - 14. Subsequent Events” for further information. Increase in Authorized Shares of Common Stock At the Company’s annual meeting on June 7, 2023, the stockholders of the Company adopted a Certificate of Amendment (the “Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”). Among other things, the Certificate of Amendment amended the Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock, from 50,000,000 to 75,000,000. Tax Benefit Preservation Plan and Preferred Stock Purchase Rights On May 2, 2023, our Board of Directors authorized and declared a dividend of one preferred stock purchase right (a “Right”) for each outstanding share of Common Stock of the Company as of May 12, 2023 (the “Record Date”). 32,441,010 Rights were issued to the holders of record of shares of Common Stock. The description and terms of the Rights are set forth in a Tax Benefit Preservation Plan, dated as of May 2, 2023, as the same may be amended from time to time (the “Plan”), between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent. By adopting the Plan, the Board of Directors is seeking to protect the Company’s ability to use its net operating loss carryforwards (“NOLs”) and other tax attributes to offset potential future income tax liabilities. The Company’s ability to use such NOLs and other tax attributes would be substantially limited if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code (the “Code”). Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more “five percent stockholders” increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last “ownership change” experienced by the Company. The Plan is intended to make it more difficult for the Company to undergo an ownership change by deterring any person from acquiring 4.9% or more of the outstanding shares of stock without the approval of the Board of Directors. The Board of Directors believes it is in the best interest of the Company and its stockholders to reduce the likelihood of an ownership change, which could harm the Company’s future operating results by effectively increasing the Company future tax liabilities. The Rights trade with, and are inseparable from, the Common Stock, and the record holders of shares of Common Stock are the record holders of the Rights. The Rights are evidenced only by certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) that represent shares of Common Stock. Rights will also be issued in respect of any shares of Common Stock that shall become outstanding after the Record Date (including upon conversion of any shares of Series A Preferred Stock of the Company) and, subject to certain exceptions specified in the Plan, prior to the earlier of the Distribution Date (as defined below) and the Expiration Date (as defined below). The Rights are not exercisable until the Distribution Date. After the Distribution Date, each Right will be exercisable to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred”), at a purchase price of $18.00 per one one-thousandth of a share of Series B Preferred (the “Purchase Price”), subject to adjustment as provided in the Plan. The “Distribution Date” is the earlier of (i) the close of business on the tenth day after the public announcement that a person or group has become an Acquiring Person (as defined below) or that discloses information which reveals the existence of an Acquiring Person or such earlier date as a majority of the Board shall become aware of the existence of an Acquiring Person (the date described in this clause (i), the “Stock Acquisition Date”) and (ii) the close of business on the tenth business day (or such later date as the Board of Directors shall determine prior to such time as any person or group becomes an Acquiring Person) after the date that a tender or exchange offer by any person is commenced, the consummation of which would result in such person becoming an Acquiring Person. A person or group becomes an “Acquiring Person” upon acquiring beneficial ownership of 4.9% or more of the outstanding shares of Common Stock, except in certain situations specified in the Plan. The Rights will expire on the earliest of (a) the close of business on May 1, 2024, (b) the time at which the Rights are redeemed or exchanged pursuant to the Plan, or (c) the time at which the Board of Directors determines that the Tax Benefits are utilized in all material respects or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the Tax Benefits, or materially impair the amount of the Tax Benefits that could be used by the Company in any particular time period, for applicable tax purposes (such earliest date, the “Expiration Date”). Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company by virtue of holding such Right, including, without limitation, the right to vote and to receive dividends. The Board of Directors may adjust the Purchase Price, the number of shares of Series B Preferred issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Series B Preferred or Common Stock or certain other specified transactions. No adjustments to the Purchase Price of less than 1% are required to be made. In connection with the adoption of the Plan, the Board of Directors approved a Certificate of Designations of the Series B Junior Participating Preferred Stock (the “Certificate of Designations”). The Certificate of Designations was filed with the Secretary of State of the State of Delaware on May 2, 2023. Each one one-thousandth of a share of Series B Preferred, if issued: • Will not be redeemable. • Will entitle holders to quarterly dividend payments of $0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the dividend paid on one share of Common Stock, whichever is greater. • Will entitle holders upon liquidation either to receive $0.001 per one one-thousandth of a share of Series B Preferred, or an amount equal to the payment made on one share of Common Stock, whichever is greater. • Will have the same voting power as one share of Common Stock. • If shares of Common Stock are exchanged as a result of a merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Common Stock. Accumulated Other Comprehensive Income 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 gains on intercompany loans with foreign subsidiaries, 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, 2023 December 31, 2022 Foreign currency translation adjustment $ (25,880) $ (22,632) Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes (6,315) (7,426) Unrealized gain on interest rate swaps 20,771 41,168 Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net 16,652 — Total accumulated other comprehensive income $ 5,228 $ 11,110 The unrealized translation gains (losses) on intercompany loans with foreign subsidiaries as of September 30, 2023 is net of income tax expense of $0.6 million. The tax provision (benefit) to unrealized translation gains (losses) on intercompany loans for the three and nine months ended September 30, 2023 was $(0.8) million and $0.2 million, respectively. The tax provision related to unrealized translation gains (losses) on intercompany loans for the three and nine months ended September 30, 2022 was $1.9 million and $0.4 million, 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. 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. Stock-Based Compensation The Company recognizes stock-based compensation expense from all awards in the following expense categories included in our condensed consolidated statements of income were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenue $ 246 $ 510 $ 850 $ 1,487 Research and development 608 701 1,911 2,107 Sales and marketing 429 612 1,563 3,584 General and administrative 4,077 5,704 13,868 26,845 Total $ 5,360 $ 7,527 $ 18,192 $ 34,023 2014 Equity Incentive Plan Beginning in 2019, the Company began granting restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) under its 2014 Equity Incentive Plan (the “2014 EIP”), in lieu of restricted stock awards, primarily for stock plan administrative purposes. Restricted Stock Units (“RSU”) and Performance-Based Restricted Stock Units (“PSU”) In 2023 and 2022, fifty percent of the awards granted to our Chief Executive Officer were PSUs. The 2023 and 2022 PSU agreements provide that the quantity of units subject to vesting may range from 0% to 200% and 0% to 300%, respectively, of the units granted per the table below based on the Company's absolute total shareholder return (“TSR”) at the end of the performance periods of thirty-four months and eighteen months, respectively. The following table summarizes PSU and RSU activity during the nine months ended September 30, 2023: Number of Units Weighted-Average Grant Date Fair Value Unvested restricted units outstanding as of December 31, 2022 1,603,023 $ 21.33 Granted 1,775,357 7.85 Vested (886,123) 18.34 Forfeited (234,612) 14.05 Unvested restricted units outstanding as of September 30, 2023 2,257,645 $ 12.66 The PSU and RSU activity table above includes PSU units granted that are based on a 100% target payout. Compensation expense is recognized over the required service period of the grant. The fair value of the RSUs is determined based on the grant date fair value of the award. The fair value of the PSUs is determined using the Monte Carlo simulation model and is not subject to fluctuation due to achievement of the underlying market-based target. Significant assumptions used in the Monte Carlo simulation model for the PSUs granted during the nine months ended September 30, 2023 and year ended December 31, 2022 are as follows: September 30, 2023 December 31, 2022 Expected volatility 55.5% 49.5% Risk-free interest rate 4.4% 0.7% Remaining performance period (in years) 2.86 1.46 Dividend yield — — Stock Option Activity Stock option activity during the nine months ended September 30, 2023 was as follows: Number of Weighted– Outstanding at December 31, 2022 154,321 $ 11.19 Options exercised (1,784) 1.77 Options expired (819) 6.23 Outstanding at September 30, 2023 151,718 $ 11.33

Revenue Recognition

Revenue Recognition	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue Recognition	12. 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. Significant Judgments 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. Determining whether products and services are considered distinct performance obligations that should be evaluated separately versus together may require significant judgment. 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. Judgment is required to determine the SSP for each distinct performance obligation. A residual approach is only applied in limited circumstances when a particular performance obligation has highly variable and uncertain SSP and is bundled with other performance obligations that have observable SSP. 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, revenue is recorded on a gross basis with related 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, 2023 and December 31, 2022, unbilled receivables were $4.1 million and $5.3 million, respectively. Deferred Commissions Sales commissions earned by our sales force, and related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer. Deferred commissions and other costs for new customer contracts are capitalized upon contract signing and amortized on a systematic basis that is consistent with the transfer of goods and services over the expected life of the customer relationships, which has been determined to be approximately 6 years. The expected life of our customer relationships is based on historical data and management estimates, including estimated renewal terms and the useful life of the associated underlying technology. Commissions paid on renewal contracts are not commensurate with commissions paid on new customer contracts, as such, deferred commissions related to renewals are capitalized and amortized over the estimated 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, 2023. The following table presents the activity impacting deferred commissions for the nine months ended September 30, 2023 (in thousands: Deferred Commissions Balance at December 31, 2022 $ 24,755 Capitalized deferred commissions 8,814 Amortization of deferred commissions (9,846) Balance at September 30, 2023 $ 23,723 Amortization of deferred commissions in excess of commissions capitalized for the three and nine months ended September 30, 2023 was $0.6 million and $1.0 million, respectively. Deferred Revenue Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. Deferred revenue is mainly unearned revenue related to subscription services and support services. During the nine months ended September 30, 2023, we recognized $97.7 million and $3.4 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, 2023, approximately $257.0 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 69% 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, 2023 2022 2023 2022 Revenues: Subscription and support: United States $ 49,884 $ 54,054 $ 152,287 $ 158,394 United Kingdom 9,371 9,939 28,205 31,649 Canada 3,348 4,625 10,281 13,520 Other International 7,359 6,477 22,597 20,176 Total subscription and support revenue 69,962 75,095 213,370 223,739 Perpetual license: United States 409 1,110 1,786 2,581 United Kingdom 222 51 514 342 Canada 38 10 94 187 Other International 825 513 1,923 2,210 Total perpetual license revenue 1,494 1,684 4,317 5,320 Professional services: United States 1,522 1,673 4,676 5,121 United Kingdom 336 442 1,046 1,901 Canada 225 189 684 647 Other International 582 466 1,581 1,764 Total professional service revenue 2,665 2,770 7,987 9,433 Total revenue $ 74,121 $ 79,549 $ 225,674 $ 238,492

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	13. Related Party Transactions The Company does not have any material related party transactions to report for the three and nine months ended September 30, 2023

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	14. Subsequent Events On October 31, 2023, the Board of Directors authorized a $10 million increase to its previously announced Share Repurchase Plan. The Company may continue to repurchase shares from time to time in the open market or otherwise (including in negotiated transactions, open market transactions, through accelerated share repurchase, through indirect purchases of Common Stock such as by using derivatives or in other transactions) in each case in accordance with applicable securities laws so long as the aggregate purchase price paid for such transactions does not exceed the authorized amount for all such purchases after the date of these resolutions. The authorization does not have a specified expiration date. Accordingly, unless terminated earlier by resolution of the Board, the Share Repurchase Plan will expire when the Company has repurchased all shares authorized for repurchase thereunder.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net loss	$ (8,670)	$ (6,513)	$ (163,862)	$ (45,737)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended	9 Months Ended
	Sep. 30, 2023 shares	Sep. 30, 2023 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On August 24, 2023, Karen Cummings, our Executive Vice President and Senior General Manager, adopted a written plan for the sale of up to 46,049 shares of the Company’s Common Stock that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. The written plan will expire on August 23, 2024, or on any earlier date on which all of the shares have been sold. During the three months ended September 30, 2023, none of our executive officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Karen Cummings [Member]
Trading Arrangements, by Individual
Name	Karen Cummings
Title	Executive Vice President and Senior General Manager
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 24, 2023
Arrangement Duration	365 days
Aggregate Available	46,049	46,049

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
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. 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, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 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 2022 Annual Report on Form 10-K filed with the SEC on February 28, 2023. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. These reclassifications had no impact on net loss, shareholders' equity or cash flows as previously reported.
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 swap hedges. 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. 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 - Adopted In March 2020, the Financial Standards Accounting Board (“FASB”) issued accounting standards update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We adopted ASU 2020-04 during the first quarter of 2023. On February 21, 2023, the Company entered into an amended and restated credit agreement to, among other things, provide for the replacement of LIBOR with the Secured Overnight Financing Rate (“SOFR”), an index measuring the cost of borrowing cash overnight collateralized by Treasury securities. The Company has elected to apply the debt agreement modification expedients related to changes to the reference rate from LIBOR to SOFR in the Company's Credit Agreement, which it completed during the three months ended March 31, 2023. Application of these expedients allows the Company to account for the modification as not substantial. As a result, the debt agreement modification will be accounted for by prospectively adjusting the Credit Agreement’s effective interest rate, any existing unamortized debt discount will carry forward and continue to be amortized and no remeasurement of the Credit Agreement at the modification date is required. The Company has also elected to apply the hedge accounting expedients and exceptions related to changes to the reference rate from LIBOR to SOFR in the Company's interest rate swaps, which it completed during the three months ended March 31, 2023. Application of these exceptions preserves the cash flow hedge designation of the interest rate swaps and the related accounting and presentation consistent with past presentation. The replacement of LIBOR with SOFR in the credit agreement did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. See “ Note—7. Debt ” for additional information. In October 2021, the FASB issued ASU 2021-08 , Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance requires companies to apply the definition of a performance obligation under accounting standard codification (“ASC”) Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under prior GAAP, an acquirer in a business combination was generally required to recognize and measure the assets it acquired and the liabilities it assumed at fair value on the acquisition date. The new guidance will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. These amendments were effective for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted ASU 2021-08 on January 1, 2023 and our adoption did not have a material impact on our condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . ASU 2020-06 simplified the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amended the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 amended the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The update also required entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance was effective for interim and annual periods beginning after December 15, 2021. The Company adopted this guidance in the first quarter of fiscal 2022.
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. Significant Judgments 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. Determining whether products and services are considered distinct performance obligations that should be evaluated separately versus together may require significant judgment. 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. Judgment is required to determine the SSP for each distinct performance obligation. A residual approach is only applied in limited circumstances when a particular performance obligation has highly variable and uncertain SSP and is bundled with other performance obligations that have observable SSP. 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, revenue is recorded on a gross basis with related 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 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 ReceivablesUnbilled 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.

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Consideration Paid for Acquisitions	The following table summarizes the consideration transferred for the acquisitions described above (in thousands): BA Insight Objectif Lune Cash $ 33,355 $ 29,750 Holdback (1) 645 5,250 Working capital and other adjustments 1,587 644 Total consideration $ 35,587 $ 35,644
Schedule of Assets and Liabilities Assumed through Acquisition	The following condensed table presents the finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions during the year ended December 31, 2022 and through the nine months ended September 30, 2023 (in thousands): Final BA Insight Objectif Lune Year Acquired 2022 2022 Cash $ 4 $ 745 Accounts receivable 2,466 5,677 Other current assets 4,080 7,183 Operating lease right-of-use asset 110 1,905 Property and equipment 3 248 Customer relationships 10,500 17,717 Trade name 150 362 Technology 2,000 5,512 Favorable Leases — 291 Goodwill 25,495 23,797 Other assets 25 744 Total assets acquired 44,833 64,181 Accounts payable (236) (2,001) Accrued expense and other (4,083) (9,431) Deferred tax liabilities — (6,353) Deferred revenue (4,817) (8,847) Operating lease liabilities (110) (1,905) Total liabilities assumed (9,246) (28,537) Total consideration $ 35,587 $ 35,644
Schedule of Weighted-Average Amortization Period	The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the year ended December 31, 2022 (in years): Useful Life Customer relationships 7.0 Trade name 2.0 Developed technology 6.2 Favorable Leases 6.3 Total weighted-average useful life 6.8

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023 (unaudited) Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 218,598 $ — $ — $ 218,598 Interest rate swaps — 20,771 — 20,771 Total $ 218,598 $ 20,771 $ — $ 239,369 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds included in cash and cash equivalents $ 172,849 $ — $ — $ 172,849 Interest rate swaps — 41,168 — 41,168 Total $ 172,849 $ 41,168 $ — $ 214,017

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in the Company’s goodwill balance for the nine months ended September 30, 2023 are summarized in the table below (in thousands): Balance at December 31, 2022 $ 477,043 Adjustment related to prior year business combinations 415 Impairment of goodwill (128,755) Foreign currency translation adjustment and other (531) Balance at September 30, 2023 $ 348,172
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, 2023: (unaudited) Customer relationships 1-10 $ 371,784 $ 204,741 $ 167,043 Trade name 1.5-10 9,830 7,503 2,327 Developed technology 4-9 92,540 66,389 26,151 Favorable Leases 6.3 272 76 196 Total intangible assets $ 474,426 $ 278,709 $ 195,717 Estimated Useful Gross Accumulated Net Carrying December 31, 2022: Customer relationships 1-10 $ 372,162 $ 162,995 $ 209,167 Trade name 1.5-10 9,837 6,728 3,109 Developed technology 4-9 92,585 56,240 36,345 Favorable Leases 6.3 273 43 230 Total intangible assets $ 474,857 $ 226,006 $ 248,851
Schedule of Estimated Annual Amortization Expense	As of September 30, 2023, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2023 $ 16,587 2024 51,497 2025 36,543 2026 34,327 2027 30,092 2028 and thereafter 26,671 Total $ 195,717

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following at September 30, 2023 and December 31, 2022 (in thousands): September 30, 2023 December 31, 2022 Senior secured loans (includes unamortized discount of $5,927 and $7,467 based on an imputed interest rate of 7.6% and 5.8%, at September 30, 2023 and December 31, 2022, respectively) $ 477,473 $ 514,983 Less current maturities (3,103) (3,136) Total long-term debt $ 474,370 $ 511,847
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, 2023 and September 30, 2022 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps $ 316 $ 17,988 67 $ 52,357 Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net (3,812) — (3,812) — Total Other comprehensive income on interest rate swaps $ (3,496) $ 17,988 $ (3,745) $ 52,357

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023 2022 2023 2022 Numerator: Net Loss $ (8,670) $ (6,513) $ (163,862) $ (45,737) Preferred stock dividends and accretion (1,344) (546) (3,988) (546) Net loss attributable to common stockholders $ (10,014) $ (7,059) $ (167,850) $ (46,283) Denominator: Weighted–average common shares outstanding, basic and diluted 32,579,544 31,655,206 32,438,682 31,401,463 Net loss per common share, basic and diluted $ (0.31) $ (0.22) $ (5.17) $ (1.47)
Schedule of Anti–dilutive Common Share Equivalents	The following table sets forth the anti–dilutive common share equivalents as of: September 30, 2023 2022 Stock options 151,718 155,895 Restricted stock units 2,063,895 1,442,886 Performance restricted stock units 193,750 93,750 Series A Preferred Stock on an if-converted basis (1) 6,904,813 6,602,643 Total anti–dilutive common share equivalents 9,314,176 8,295,174 (1) As of September 30, 2023 , the Series A Preferred Stock plus accumulated dividends totaled $120.8 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “ Note 10. Series A Convertible Preferred Stock ”

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023 December 31, 2022 Foreign currency translation adjustment $ (25,880) $ (22,632) Unrealized translation loss on intercompany loans with foreign subsidiaries, net of taxes (6,315) (7,426) Unrealized gain on interest rate swaps 20,771 41,168 Realized gain on interest rate swap sale, net of amounts reclassified into interest expense, net 16,652 — Total accumulated other comprehensive income $ 5,228 $ 11,110
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 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Cost of revenue $ 246 $ 510 $ 850 $ 1,487 Research and development 608 701 1,911 2,107 Sales and marketing 429 612 1,563 3,584 General and administrative 4,077 5,704 13,868 26,845 Total $ 5,360 $ 7,527 $ 18,192 $ 34,023
Schedule of PRSU Activity	The following table summarizes PSU and RSU activity during the nine months ended September 30, 2023: Number of Units Weighted-Average Grant Date Fair Value Unvested restricted units outstanding as of December 31, 2022 1,603,023 $ 21.33 Granted 1,775,357 7.85 Vested (886,123) 18.34 Forfeited (234,612) 14.05 Unvested restricted units outstanding as of September 30, 2023 2,257,645 $ 12.66
Schedule of RSU activity	The following table summarizes PSU and RSU activity during the nine months ended September 30, 2023: Number of Units Weighted-Average Grant Date Fair Value Unvested restricted units outstanding as of December 31, 2022 1,603,023 $ 21.33 Granted 1,775,357 7.85 Vested (886,123) 18.34 Forfeited (234,612) 14.05 Unvested restricted units outstanding as of September 30, 2023 2,257,645 $ 12.66
Schedule of Valuation Assumptions	Significant assumptions used in the Monte Carlo simulation model for the PSUs granted during the nine months ended September 30, 2023 and year ended December 31, 2022 are as follows: September 30, 2023 December 31, 2022 Expected volatility 55.5% 49.5% Risk-free interest rate 4.4% 0.7% Remaining performance period (in years) 2.86 1.46 Dividend yield — —
Schedule of Stock Option Activity	Stock option activity during the nine months ended September 30, 2023 was as follows: Number of Weighted– Outstanding at December 31, 2022 154,321 $ 11.19 Options exercised (1,784) 1.77 Options expired (819) 6.23 Outstanding at September 30, 2023 151,718 $ 11.33

Revenue Recognition (Tables)

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Deferred Commissions	The following table presents the activity impacting deferred commissions for the nine months ended September 30, 2023 (in thousands: Deferred Commissions Balance at December 31, 2022 $ 24,755 Capitalized deferred commissions 8,814 Amortization of deferred commissions (9,846) Balance at September 30, 2023 $ 23,723
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, 2023 2022 2023 2022 Revenues: Subscription and support: United States $ 49,884 $ 54,054 $ 152,287 $ 158,394 United Kingdom 9,371 9,939 28,205 31,649 Canada 3,348 4,625 10,281 13,520 Other International 7,359 6,477 22,597 20,176 Total subscription and support revenue 69,962 75,095 213,370 223,739 Perpetual license: United States 409 1,110 1,786 2,581 United Kingdom 222 51 514 342 Canada 38 10 94 187 Other International 825 513 1,923 2,210 Total perpetual license revenue 1,494 1,684 4,317 5,320 Professional services: United States 1,522 1,673 4,676 5,121 United Kingdom 336 442 1,046 1,901 Canada 225 189 684 647 Other International 582 466 1,581 1,764 Total professional service revenue 2,665 2,770 7,987 9,433 Total revenue $ 74,121 $ 79,549 $ 225,674 $ 238,492

Acquisitions - Schedule of Cons

Acquisitions - Schedule of Consideration Paid for Acquisitions (Details) - USD ($) $ in Thousands	Feb. 22, 2022	Jan. 07, 2022	Sep. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Holdback			$ 0	$ 5,429
BA Insight
Business Acquisition [Line Items]
Cash	$ 33,355
Holdback	645
Working capital and other adjustments	1,587
Total consideration	$ 35,587
Cash holdback payable, payment period	15 months
Objectif Lune
Business Acquisition [Line Items]
Cash		$ 29,750
Holdback		5,250
Working capital and other adjustments		644
Total consideration		$ 35,644
Cash holdback payable, payment period		12 months

Acquisitions - Schedule of Asse

Acquisitions - Schedule of Assets and Liabilities Assumed through Acquisition (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Feb. 22, 2022	Jan. 07, 2022
Assets Acquired
Goodwill	$ 348,172	$ 477,043
BA Insight
Assets Acquired
Cash			$ 4
Accounts receivable			2,466
Other current assets			4,080
Operating lease right-of-use asset			110
Property and equipment			3
Goodwill			25,495
Other assets			25
Total assets acquired			44,833
Liabilities Assumed
Accounts payable			(236)
Accrued expense and other			(4,083)
Deferred tax liabilities			0
Deferred revenue			(4,817)
Operating lease liabilities			(110)
Total liabilities assumed			(9,246)
Total consideration			35,587
BA Insight | Customer relationships
Assets Acquired
Intangible assets			10,500
BA Insight | Trade name
Assets Acquired
Intangible assets			150
BA Insight | Technology
Assets Acquired
Intangible assets			2,000
BA Insight | Favorable Leases
Assets Acquired
Intangible assets			$ 0
Objectif Lune
Assets Acquired
Cash				$ 745
Accounts receivable				5,677
Other current assets				7,183
Operating lease right-of-use asset				1,905
Property and equipment				248
Goodwill				23,797
Other assets				744
Total assets acquired				64,181
Liabilities Assumed
Accounts payable				(2,001)
Accrued expense and other				(9,431)
Deferred tax liabilities				(6,353)
Deferred revenue				(8,847)
Operating lease liabilities				(1,905)
Total liabilities assumed				(28,537)
Total consideration				35,644
Objectif Lune | Customer relationships
Assets Acquired
Intangible assets				17,717
Objectif Lune | Trade name
Assets Acquired
Intangible assets				362
Objectif Lune | Technology
Assets Acquired
Intangible assets				5,512
Objectif Lune | Favorable Leases
Assets Acquired
Intangible assets				$ 291

Acquisitions - Schedule of Weig

Acquisitions - Schedule of Weighted-Average Amortization Period (Details)	12 Months Ended
	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	6 years 9 months 18 days
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	7 years
Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	2 years
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	6 years 2 months 12 days
Favorable Leases
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	6 years 3 months 18 days

Acquisitions - Narrative (Detai

Acquisitions - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($)
Business Combination and Asset Acquisition [Abstract]
Acquired in business combinations	$ 49.3
Goodwill deductible for tax purposes	$ 4.6

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, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds included in cash and cash equivalents	$ 218,598	$ 172,849
Assets, Fair Value Disclosure	239,369	214,017
Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps	20,771	41,168
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds included in cash and cash equivalents	218,598	172,849
Assets, Fair Value Disclosure	218,598	172,849
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	20,771	41,168
Level 2 | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swaps	20,771	41,168
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, 2023	Dec. 31, 2022
Level 2 | Recurring Measurement Basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value	$ 483.4	$ 522.5

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, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill [Roll Forward]
Beginning balance		$ 477,043		$ 477,043
Adjustment related to prior year business combinations				415
Non-cash loss on impairment of goodwill	$ 0	$ (128,800)	$ 0	(128,755)	$ 0
Foreign currency translation adjustment and other				(531)
Ending balance	$ 348,172			$ 348,172

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Non-cash loss on impairment of goodwill	$ 0	$ (128,800)	$ 0	$ (128,755)	$ 0
Impairment of intangible assets (excluding goodwill)	0		0	0	0
Amortization charge of intangible assets	$ 17,200		$ 12,800	$ 53,400	$ 40,100

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 474,426	$ 474,857
Accumulated Amortization	278,709	226,006
Net Carrying Amount	195,717	248,851
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	371,784	372,162
Accumulated Amortization	204,741	162,995
Net Carrying Amount	$ 167,043	$ 209,167
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)		1 year
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	10 years	10 years
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 9,830	$ 9,837
Accumulated Amortization	7,503	6,728
Net Carrying Amount	$ 2,327	$ 3,109
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	$ 92,540	$ 92,585
Accumulated Amortization	66,389	56,240
Net Carrying Amount	$ 26,151	$ 36,345
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	$ 272	$ 273
Accumulated Amortization	76	43
Net Carrying Amount	$ 196	$ 230

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets - Schedule of Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Amortization Expense
Remainder of 2023	$ 16,587
2024	51,497
2025	36,543
2026	34,327
2027	30,092
2028 and thereafter	26,671
Net Carrying Amount	$ 195,717	$ 248,851

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Benefit from income taxes	$ 1,471	$ 1,056	$ 3,126	$ 1,654

Debt - Summary of Long-term Deb

Debt - Summary of Long-term Debt (Details) - Senior Secured Notes - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term debt	$ 477,473	$ 514,983
Less current maturities	(3,103)	(3,136)
Total long-term debt	474,370	511,847
Debt instrument, unamortized discount	$ 5,927	$ 7,467
Debt instrument, imputed interest rate (percent)	7.60%	5.80%

Debt - Narrative (Details)

Debt - Narrative (Details) - USD ($) $ in Thousands				1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 01, 2023	Aug. 31, 2023	Aug. 06, 2019	Aug. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2019	Jul. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Debt instrument, cash interest costs, percent							5.70%	5.40%
Unamortized deferred financing costs					$ 5,900		$ 5,900				$ 7,500
Interest rate swap
Line of Credit Facility [Line Items]
Interest rate derivative assets, sold		$ 259,900		$ 259,900
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps				20,500	316	$ 17,988	67	$ 52,357
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net					3,812	$ 0	3,812	$ 0
Interest rate swap | Interest Expense
Line of Credit Facility [Line Items]
Other comprehensive income (loss), derivative, excluded component, increase (decrease), before adjustments, tax					$ 1,100		$ 1,100
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net	$ 2,800
Secured Debt
Line of Credit Facility [Line Items]
Debt instrument, face amount		259,900		$ 259,900					$ 540,000
Long-term debt, term									7 years
Interest rate (percent)									5.40%	5.40%
Term Loan | Secured Debt
Line of Credit Facility [Line Items]
Debt instrument, face amount									$ 350,000
Long-term debt, term									7 years
Repayments of secured debt		$ 35,000
Interest rate (percent)					5.40%		5.40%
Floating interest rate, stated percentage					9.20%		9.20%
2019 Incremental Term Loan | Secured Debt
Line of Credit Facility [Line Items]
Debt instrument, face amount									$ 190,000
Credit Facility
Line of Credit Facility [Line Items]
Debt instrument, covenant compliance, percent					35%		35%
Debt instrument, covenant, leverage ratio, amount					$ 50,000		$ 50,000
Debt instrument, covenant, leverage ratio, maximum					6		6
Debt instrument, debt default, increase in interest rate on obligations upon default							2%
Credit Facility | Revolving Credit Facility
Line of Credit Facility [Line Items]
Long-term debt, term									5 years
Maximum borrowing capacity									$ 60,000
Line of credit facility, unused capacity, commitment fee percentage									0.50%
Credit Facility | Letter of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity									$ 10,000
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%

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, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized gain (loss) recognized in Other comprehensive income (loss) on interest rate swaps	$ 20,500	$ 316	$ 17,988	$ 67	$ 52,357
Amounts reclassified from Accumulated other comprehensive income (loss) to interest expense, net		(3,812)	0	(3,812)	0
Total Other comprehensive income on interest rate swaps		$ (3,496)	$ 17,988	$ (3,745)	$ 52,357

Net Loss Per Share - Narrative

Net Loss Per Share - Narrative (Details) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Common stock, par value (in dollars per share)	$ 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, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net loss	$ (8,670)	$ (6,513)	$ (163,862)	$ (45,737)
Preferred stock dividends	1,344	546	3,988	546
Net loss attributable to common stockholders, basic	(10,014)	(7,059)	(167,850)	(46,283)
Net loss attributable to common stockholders, diluted	$ (10,014)	$ (7,059)	$ (167,850)	$ (46,283)
Denominator:
Weighted-average common shares outstanding, basic (in shares)	32,579,544	31,655,206	32,438,682	31,401,463
Weighted-average common shares outstanding, diluted (in shares)	32,579,544	31,655,206	32,438,682	31,401,463
Net loss per common share, basic (in dollars per share)	$ (0.31)	$ (0.22)	$ (5.17)	$ (1.47)
Net loss per common share, diluted (in dollars per share)	$ (0.31)	$ (0.22)	$ (5.17)	$ (1.47)

Net Loss Per Share - Schedule_2

Net Loss Per Share - Schedule of Anti–dilutive Common Share Equivalents (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	9,314,176	8,295,174
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)	151,718	155,895
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	2,063,895	1,442,886
Performance restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	193,750	93,750
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	6,904,813	6,602,643
Preferred stock accumulated dividends	$ 120.8

Series A Convertible Preferre_2

Series A Convertible Preferred Stock (Details) $ / shares in Units, $ in Millions		3 Months Ended	9 Months Ended
	Jul. 14, 2022 USD ($) $ / shares shares	Sep. 30, 2022 shares	Sep. 30, 2023 USD ($) director $ / shares	Sep. 30, 2022 shares	Dec. 31, 2022 $ / shares
Temporary Equity [Line Items]
Issuance of Convertible Preferred Stock (in shares) | shares	115,000	115,000		115,000
Series A convertible preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001		$ 0.0001		$ 0.0001
Offering price per share (in dollars per share) | $ / shares	$ 1,000
Aggregate purchase price | $	$ 115
Stock issuance costs | $			$ 4.6
Dividends payable | $			5.8
Temporary equity, liquidation preference (in dollars per share) | $ / shares	$ 1,000
Temporary equity, liquidation preference | $			$ 120.8
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) | $ / shares			$ 17.50
Temporary equity, number of consecutive trading days			10 days
Before Seven Year Anniversary
Temporary Equity [Line Items]
Temporary equity dividend rate percentage	4.50%
After Seven Year Anniversary
Temporary Equity [Line Items]
Temporary equity dividend rate percentage	7%

Stockholders' Equity - Narrativ

Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	May 02, 2023 $ / shares shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 shares	Oct. 31, 2023 USD ($)	Sep. 01, 2023 USD ($)	Jun. 07, 2023 shares	Oct. 21, 2022 period
Class of Stock [Line Items]
Liquidation preference increase, number of dividend payment periods | period										16
Stock repurchased and retired during period, value | $		$ 3,215		$ 3,215
Common stock authorized (in shares) | shares		75,000,000		75,000,000		50,000,000			75,000,000
Tax benefit preservation plan, ownership change, threshold ownership percentage	4.90%
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Subsequent Event
Class of Stock [Line Items]
Stock repurchase program, additional authorized amount | $							$ 10,000
2023 Share Repurchase Program
Class of Stock [Line Items]
Stock repurchase program, authorized amount | $								$ 15,000
Stock repurchases and retirements (in shares) | shares		783,356		783,356
Stock repurchased and retired during period, value | $		$ 3,200		$ 3,200
Stock repurchase program, remaining authorized repurchase amount | $		$ 11,800		$ 11,800
Performance restricted stock units
Class of Stock [Line Items]
Performance period				34 months		18 months
Target payout, percentage		100%		100%
Performance restricted stock units | Minimum
Class of Stock [Line Items]
Award vesting rights, percentage				0%		0%
Performance restricted stock units | Maximum
Class of Stock [Line Items]
Award vesting rights, percentage				200%		300%
Chief Executive Officer | Performance restricted stock units
Class of Stock [Line Items]
Award vesting rights, percentage				50%		50%
Intercompany loans with foreign subsidiaries, accumulated tax
Class of Stock [Line Items]
Tax expense (benefit) recognized in OCI | $				$ 600
Intercompany loans, accumulated tax
Class of Stock [Line Items]
Tax expense (benefit) recognized in OCI | $		$ (800)	$ 1,900	$ 200	$ 400
Preferred Stock Purchase Rights
Class of Stock [Line Items]
Class of warrant or right, dividends declared (in shares) | shares	1
Class of warrant or right, outstanding (in shares) | shares	32,441,010
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares	$ 18,000
Preferred stock purchase right, purchase share (in shares) | 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) | shares	1
Class of warrant or right, voting power, common stock equivalent, number of shares (in shares) | shares	1

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	$ 149,375	$ 167,784	$ 308,870	$ 308,933	$ 311,930	$ 316,288
Accumulated Other Comprehensive Income (Loss)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	5,228	$ 15,415	11,110	$ (5,640)	$ (2,344)	$ (11,514)
Foreign currency translation adjustment
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	(25,880)		(22,632)
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	(6,315)		(7,426)
Unrealized gain on interest rate swaps
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	20,771		41,168
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	$ 16,652		$ 0

Stockholders' Equity - Schedu_2

Stockholders' Equity - Schedule of Allocated Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 5,360	$ 7,527	$ 18,192	$ 34,023
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	246	510	850	1,487
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	608	701	1,911	2,107
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	429	612	1,563	3,584
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 4,077	$ 5,704	$ 13,868	$ 26,845

Stockholders' Equity - Schedu_3

Stockholders' Equity - Schedule of PRSU and RSU Activity (Details) - PRSU and RSU	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of Units
Unvested balances at beginning of period (in shares) | shares	1,603,023
Granted (in shares) | shares	1,775,357
Vested (in shares) | shares	(886,123)
Forfeited (in shares) | shares	(234,612)
Unvested balances at end of period (in shares) | shares	2,257,645
Weighted-Average Grant Date Fair Value
Unvested balances at beginning of period (in dollars per share) | $ / shares	$ 21.33
Granted (in dollars per share) | $ / shares	7.85
Vested (in dollars per share) | $ / shares	18.34
Forfeited (in dollars per share) | $ / shares	14.05
Unvested balances at end of period (in dollars per share) | $ / shares	$ 12.66

Stockholders' Equity - Schedu_4

Stockholders' Equity - Schedule of Valuation Assumptions (Details) - Performance restricted stock units	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	55.50%	49.50%
Risk-free interest rate	4.40%	0.70%
Remaining performance period (in years)	2 years 10 months 9 days	1 year 5 months 15 days
Dividend yield	0%	0%

Stockholders' Equity - Schedu_5

Stockholders' Equity - Schedule of Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Number of Options Outstanding
Outstanding at beginning of period (in shares) | shares	154,321
Options exercised (in shares) | shares	(1,784)
Options expired (in shares) | shares	(819)
Outstanding at end of period (in shares) | shares	151,718
Weighted– Average Exercise Price
Outstanding at beginning of period (in dollars per share) | $ / shares	$ 11.19
Options exercised (in dollars per share) | $ / shares	1.77
Options expired (in dollars per share) | $ / shares	6.23
Outstanding at end of period (in dollars per share) | $ / shares	$ 11.33

Revenue Recognition - Narrative

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
Revenue from External Customer [Line Items]
Unbilled receivables	$ 4,112	$ 4,112	$ 5,313
Deferred commissions, amortization period	6 years	6 years
Deferred commissions renewal amortization period		18 months
Commissions capitalized in excess of amortization of deferred commissions	$ 600	$ 1,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Revenue from External Customer [Line Items]
Revenue, remaining performance obligation, percentage	69%	69%
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		$ 97,700
Professional services
Revenue from External Customer [Line Items]
Revenue recognized, previously in unearned revenue		3,400
Subscription Contracts
Revenue from External Customer [Line Items]
Revenue expected to be recognized from performance obligations	$ 257,000	$ 257,000

Revenue Recognition - Schedule

Revenue Recognition - Schedule of Deferred Commissions (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Deferred Commissions
Beginning balance	$ 24,755
Capitalized deferred commissions	8,814
Amortization of deferred commissions	(9,846)
Ending balance	$ 23,723

Revenue Recognition - Schedul_2

Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 74,121	$ 79,549	$ 225,674	$ 238,492
Subscription and support
Disaggregation of Revenue [Line Items]
Revenue	69,962	75,095	213,370	223,739
Subscription and support | United States
Disaggregation of Revenue [Line Items]
Revenue	49,884	54,054	152,287	158,394
Subscription and support | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	9,371	9,939	28,205	31,649
Subscription and support | Canada
Disaggregation of Revenue [Line Items]
Revenue	3,348	4,625	10,281	13,520
Subscription and support | Other International
Disaggregation of Revenue [Line Items]
Revenue	7,359	6,477	22,597	20,176
Perpetual license
Disaggregation of Revenue [Line Items]
Revenue	1,494	1,684	4,317	5,320
Perpetual license | United States
Disaggregation of Revenue [Line Items]
Revenue	409	1,110	1,786	2,581
Perpetual license | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	222	51	514	342
Perpetual license | Canada
Disaggregation of Revenue [Line Items]
Revenue	38	10	94	187
Perpetual license | Other International
Disaggregation of Revenue [Line Items]
Revenue	825	513	1,923	2,210
Professional services
Disaggregation of Revenue [Line Items]
Revenue	2,665	2,770	7,987	9,433
Professional services | United States
Disaggregation of Revenue [Line Items]
Revenue	1,522	1,673	4,676	5,121
Professional services | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	336	442	1,046	1,901
Professional services | Canada
Disaggregation of Revenue [Line Items]
Revenue	225	189	684	647
Professional services | Other International
Disaggregation of Revenue [Line Items]
Revenue	$ 582	$ 466	$ 1,581	$ 1,764

Subsequent Events (Details)

Subsequent Events (Details) $ in Millions	Oct. 31, 2023 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Stock repurchase program, additional authorized amount	$ 10