0001628280-24-009466 | 10-K | XBRL Viewer

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Employee Benefit Plans - Net periodic pension costs (Details) - Foreign Plan - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Service cost (gross)	$ 879	$ 1,107	$ 1,587
Interest cost	560	138	53
Expected return on plan assets	(358)	(288)	(302)
Amortization of unrecognized actuarial gain	(265)	(90)	(12)
Net periodic pension cost	$ 816	$ 867	$ 1,326

Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill activity

The following tables present the changes in goodwill during 2023 and 2022:


(In thousands)	Digital Agreements		Security Solutions		Total
Net balance at December 31, 2021	$	—	$	—	$	96,174
Goodwill reallocation	20,966		75,208		—
Net foreign currency translation	(1,234)		(4,426)		(5,660)
Net balance at December 31, 2022	19,732		70,782		90,514

Acquisition during the period (1)	600		—		600
Net foreign currency translation	561		2,009		2,570
Net balance at December 31, 2023	$	20,893	$	72,791	$	93,684

(1) Represents goodwill recorded in conjunction with the acquisition of substantially all the assets of the ProvenDB business of Southbank Software Pty Ltd. during the three months ended March 31, 2023. See Note 6 , Business Acquisitions, for additional information.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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Income Taxes - Income from continuing operations before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S.	$ (13,526)	$ (9,569)	$ (15,056)
Non-U.S.	(13,787)	(2,124)	(11,087)
Loss before income taxes	$ (27,313)	$ (11,693)	$ (26,143)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Business Acquisitions - Allocation (Details) - USD ($) $ in Thousands	Feb. 22, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Asset Acquisition [Line Items]
Goodwill		$ 93,684	$ 90,514	$ 96,174
Digital Agreements
Asset Acquisition [Line Items]
Goodwill		$ 20,893	$ 19,732	$ 0
ProvenDB
Asset Acquisition [Line Items]
Consideration	$ 2,000
ProvenDB \| Digital Agreements
Asset Acquisition [Line Items]
Acquired technology	1,447
Accrued wages and payroll taxes	(47)
Goodwill	600
Total net assets acquired	2,000
Consideration	$ 2,000

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue
Total revenue	$ 235,106	$ 219,006	$ 214,481
Cost of goods sold
Total cost of goods sold	77,391	70,436	71,546
Gross profit	157,715	148,570	142,935
Operating costs
Sales and marketing	70,235	60,949	62,730
Research and development	38,420	41,735	47,414
General and administrative	58,267	55,552	53,031
Restructuring and other related charges	17,311	13,310	0
Amortization of intangible assets	2,353	4,139	5,888
Total operating costs	186,586	175,685	169,063
Operating loss	(28,871)	(27,115)	(26,128)
Interest income (expense), net	2,090	595	(1)
Other income (expense), net	(532)	14,827	(14)
Loss before income taxes	(27,313)	(11,693)	(26,143)
Provision for income taxes	2,486	2,741	4,441
Net loss	$ (29,799)	$ (14,434)	$ (30,584)
Net loss per share
Basic (in dollars per share)	$ (0.74)	$ (0.36)	$ (0.77)
Diluted (in dollars per share)	$ (0.74)	$ (0.36)	$ (0.77)
Weighted average common shares outstanding
Basic (in shares)	40,193	40,143	39,614
Diluted (in shares)	40,193	40,143	39,614
Product and license
Revenue
Total revenue	$ 130,848	$ 121,426	$ 120,358
Cost of goods sold
Total cost of goods sold	48,676	45,106	46,196
Services and other
Revenue
Total revenue	104,258	97,580	94,123
Cost of goods sold
Total cost of goods sold	$ 28,715	$ 25,330	$ 25,350

Business Acquisitions

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Business Acquisitions

On February 22, 2023, the Company acquired substantially all of the assets of the ProvenDB business of Southbank Software Pty Ltd. ("ProvenDB") under the terms of an asset purchase agreement. Pursuant to the terms of the asset purchase agreement, the total consideration for the acquisition was $2.0 million, of which $1.8 million was paid in cash at closing. The remaining $0.2 million was held back as security for any indemnity claims made by the Company. If no indemnity claims are made by the Company this amount is required to be paid to the seller 12 months after the acquisition date. The Company paid the full amount of $0.2 million to the seller in February 2024.

ProvenDB is a developer of secure storage that leverages blockchain technology in order to prevent data tampering or alteration of documents. The technology acquired in the acquisition is expected to provide a foundational architecture for future blockchain-based digital solutions, including secure storage.

As of December 31, 2023, the Company has determined the purchase price allocation of the fair value of the assets acquired and liabilities assumed which is shown in the table below.

ProvenDB is allocated entirely to our Digital Agreements reportable operating segment.


(In thousands)	As of Date of Opening Balance Sheet
Net assets acquired:
Acquired technology	$	1,447
Accrued wages and payroll taxes	(47)
Goodwill	600
Total net assets acquired	$	2,000

Consideration	$	2,000

The financial impact of this acquisition was not material to our consolidated financial statements, and therefore, we have not presented pro forma results of operations for the acquisition.

Quarterly Results of Operations (unaudited) - Schedule of quarterly results of operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Quarterly Financial Information Disclosure [Abstract]
Revenue	$ 62,928	$ 58,838	$ 55,733	$ 57,607	$ 56,622	$ 57,147	$ 52,790	$ 52,447	$ 235,106	$ 219,006	$ 214,481
Gross profit	43,466	40,669	34,294	39,286	37,955	38,431	35,506	36,678	157,715	148,570	142,935
Operating costs	41,649	45,463	52,058	47,416	41,964	44,056	43,744	45,921	186,586	175,685	169,063
Operating income (loss)	1,817	(4,794)	(17,764)	(8,130)	(4,009)	(5,625)	(8,238)	(9,243)	(28,871)	(27,115)	(26,128)
Provision (benefit) for income taxes	917	279	601	689	496	600	472	1,173
Net income (loss)	$ 441	$ (4,133)	$ (17,751)	$ (8,356)	$ (3,097)	$ (7,201)	$ (9,350)	$ 5,214	$ (29,799)	$ (14,434)	$ (30,584)
Net income/(loss) per share:
Basic (in dollars per share)	$ 0.01	$ (0.10)	$ (0.44)	$ (0.21)	$ (0.08)	$ (0.18)	$ (0.23)	$ 0.13	$ (0.74)	$ (0.36)	$ (0.77)
Diluted (in dollars per share)	$ 0.01	$ (0.10)	$ (0.44)	$ (0.21)	$ (0.08)	$ (0.18)	$ (0.23)	$ 0.13	$ (0.74)	$ (0.36)	$ (0.77)

Income Taxes - Summary of net operating loss carryforwards (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	$ 182,300
Total NOL and Other Carryforwards	299,300
Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward, other	117,000
Capital Loss Carryforward
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward, other	382
Canada
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	44,461
Canada \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward, other	$ 44,357
Canada \| Earliest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2032
Canada \| Latest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2043
United States
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	$ 27,512
United States \| Earliest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2025
United States \| Latest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2043
United Kingdom
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	$ 10,543
Switzerland
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	$ 20,127
Switzerland \| Earliest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2028
Switzerland \| Latest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2029
Other foreign
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	$ 5,779
Canada province
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	43,352
Canada province \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward, other	$ 58,488
Canada province \| Earliest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2032
Canada province \| Latest Tax Year
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2043
U.S. states
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	$ 30,526
United States credit \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	1,277
Canada credits \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward, other	$ 8,819
Canada credits \| Earliest Tax Year \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward expiration	2033
Canada credits \| Latest Tax Year \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Tax credit carryforward expiration	2043
Canada province credits \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Foreign and state, net operating loss (NOL) carryforwards	$ 3,677
Canada province credits \| Earliest Tax Year \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2036
Canada province credits \| Latest Tax Year \| Other Carryforwards
Deferred tax assets, operating loss, and other carryforwards
Operating loss carryforward expiration	2043

Stock Based Compensation - Allocation of compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Stock-based compensation	$ 14,252	$ 8,642	$ 4,354
Other long-term incentive plan compensation	310	171	848
Total compensation	$ 14,562	$ 8,813	$ 5,202

Leases - Supplemental consolidated cash flow information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating cash payments from operating leases	$ 2,836	$ 3,346	$ 3,630
ROU assets obtained in exchange for new operating lease liabilities	$ 2,650	$ 1,172	$ 589

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net loss	$ 441	$ (4,133)	$ (17,751)	$ (8,356)	$ (3,097)	$ (7,201)	$ (9,350)	$ 5,214	$ (29,799)	$ (14,434)	$ (30,584)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Restructuring and Other Related Charges - Schedule of restructuring charge liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restructuring Reserve [Roll Forward]
Beginning balance	$ 3,596	$ 0
Additions	13,588	9,482
Payments	(12,169)	(5,886)
Ending balance	5,015	3,596
Employee Costs
Restructuring Reserve [Roll Forward]
Beginning balance	3,596	0
Additions	11,703	9,482
Payments	(12,169)	(5,886)
Ending balance	3,130	3,596
Real Estate Rationalization
Restructuring Reserve [Roll Forward]
Beginning balance	0	0
Additions	1,885	0
Payments	0	0
Ending balance	$ 1,885	$ 0

Schedule II - Valuation and Qualifying Accounts (Details) - SEC Schedule, 12-09, Allowance, Credit Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Change in allowance for doubtful accounts for trade receivables
Beginning Balance	$ 1,600	$ 1,419	$ 4,135
Provision for Bad Debts	286	517	(16)
Chargeoffs	(350)	(334)	(2,689)
Foreign Currency Translation	0	(2)	(11)
Ending Balance	$ 1,536	$ 1,600	$ 1,419

Income Taxes - Valuation allowances, uncertain tax positions and accrued interest and penalties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Change in reserve for uncertain tax benefits
Reserve at beginning of year	$ 0	$ 512	$ 500
Increases related to prior year tax positions	0	0	12
Decreases related to prior year tax positions	0	(512)	0
Settlement	0	0	0
Total	$ 0	$ 0	$ 512

Summary of Significant Accounting policies - Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	May 12, 2022
Accounting Policies [Abstract]
Amount the company can repurchase					$ 50,000
Treasury stock, repurchased (in shares)	2,380,834	2,700,000
Treasury stock, repurchased average cost per share (in dollars per share)	$ 10.50	$ 10.62
Treasury stock, repurchased	$ 25,000	$ 29,155	$ 5,721	$ 7,471
Stock repurchase program, remaining authorized repurchase amount	$ 15,800	$ 15,800

Quarterly Results of Operations (unaudited) (Tables)

12 Months Ended

Dec. 31, 2023

Quarterly Financial Information Disclosure [Abstract]

Schedule of quarterly results of operations

The quarterly results of operations are summarized in the following select income statement line items (in thousands, except per share data):


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2023
Total revenues	$	57,607	$	55,733	$	58,838	$	62,928
Gross profit	$	39,286	$	34,294	$	40,669	$	43,466
Operating costs	$	47,416	$	52,058	$	45,463	$	41,649
Operating income (loss)	$	(8,130)	$	(17,764)	$	(4,794)	$	1,817
Provision (benefit) for income taxes	$	689	$	601	$	279	$	917
Net income (loss)	$	(8,356)	$	(17,751)	$	(4,133)	$	441
Net income/(loss) per share:
Basic	$	(0.21)	$	(0.44)	$	(0.10)	$	0.01
Diluted	$	(0.21)	$	(0.44)	$	(0.10)	$	0.01

2022
Total revenues	$	52,447	$	52,790	$	57,147	$	56,622
Gross profit	$	36,678	$	35,506	$	38,431	$	37,955
Operating costs	$	45,921	$	43,744	$	44,056	$	41,964
Operating income (loss)	$	(9,243)	$	(8,238)	$	(5,625)	$	(4,009)
Provision (benefit) for income taxes	$	1,173	$	472	$	600	$	496
Net income (loss)	$	5,214	$	(9,350)	$	(7,201)	$	(3,097)
Net income/(loss) per share:
Basic	$	0.13	$	(0.23)	$	(0.18)	$	(0.08)
Diluted	$	0.13	$	(0.23)	$	(0.18)	$	(0.08)

Restructuring and Other Related Charges (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of restructuring charge liability

The table below sets forth the changes in the carrying amount of the restructuring charge liability for the year ended December 31, 2023.


(In thousands)	Employee Costs		Real Estate Rationalization		Total
Balance as of December 31, 2021	$	—	$	—	$	—
Additions	9,482		—		9,482
Payments	(5,886)		—		(5,886)
Balance as of December 31, 2022	3,596		—		3,596
Additions	11,703		1,885		13,588
Payments	(12,169)		—		(12,169)
Balance as of December 31, 2023	$	3,130	$	1,885	$	5,015

Income Taxes - Statutory tax rate reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Expected tax at statutory rate	$ (5,736)	$ (2,456)	$ (5,490)
Foreign taxes at other rates	(213)	3,373	307
Valuation allowance changes	8,513	4,370	15,019
Global intangible low-taxed income inclusion	0	0	0
State income taxes, net of federal benefit	(170)	(322)	(811)
Uncertain tax positions	0	(515)	12
Research credits	(633)	(2,568)	(3,466)
Disallowed expenses and other	725	859	(1,130)
Total	$ 2,486	$ 2,741	$ 4,441

Employee Benefit Plans - Change in benefit obligation (Details) - Foreign Plan - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Change in benefit obligations
Benefit obligations, beginning balance	$ 17,715	$ 24,855
Gross service cost	879	1,107	$ 1,587
Interest cost	560	138	53
Employee contributions	406	437
Actuarial (gains)/losses	313	(4,676)
Benefits (paid), net of transfers	(1,487)	(2,361)
Curtailments & settlements	(285)	(799)
Foreign exchange adjustment	913	(986)
Benefit obligations, ending balance	$ 19,014	$ 17,715	$ 24,855

Summary of Significant Accounting Policies - Goodwill (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) reporting_unit	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Accounting Policies [Abstract]
Number of reporting units \| reporting_unit	1
Goodwill impairment \| $	$ 0	$ 0	$ 0

Income Taxes - Summary of income tax examinations (Details) - Earliest Tax Year	12 Months Ended
	Dec. 31, 2023
Australia
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2015
Austria
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2017
Belgium
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2019
Canada
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2019
Netherlands
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2018
Singapore
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2018
Switzerland
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2019
United Kingdom
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2021
United States
Earliest tax year subject to audit, by jurisdiction
Earliest tax year subject to audit	2017

Goodwill - Schedule of goodwill activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Net balance at beginning of period	$ 90,514,000	$ 96,174,000
Goodwill reallocation		0
Net foreign currency translation	2,570,000	(5,660,000)
Acquisition during the period	600,000
Net balance at end of period	93,684,000	90,514,000	$ 96,174,000
Goodwill impairment	0	0	0
Digital Agreements
Goodwill [Roll Forward]
Net balance at beginning of period	19,732,000	0
Goodwill reallocation		20,966,000
Net foreign currency translation	561,000	(1,234,000)
Acquisition during the period	600,000
Net balance at end of period	20,893,000	19,732,000	0
Security Solutions
Goodwill [Roll Forward]
Net balance at beginning of period	70,782,000	0
Goodwill reallocation		75,208,000
Net foreign currency translation	2,009,000	(4,426,000)
Acquisition during the period	0
Net balance at end of period	$ 72,791,000	$ 70,782,000	$ 0

- Definition

+ References + Details

Employee Benefit Plans - Narrative (Details) $ in Millions	12 Months Ended
Employee Benefit Plans - Narrative (Details) $ in Millions	Dec. 31, 2023 USD ($) age	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
UNITED STATES
Defined contribution pension plan
Employer match, contributions	$ 0.6	$ 0.5	$ 0.2
Foreign Plan
Defined contribution pension plan
Required rate of return under Belgian law, employer contributions	1.80%
Required rate of return under Belgian law, employee contributions	1.80%
Benefit rights vests upon statutory retirement age \| age	62
Accumulated benefit obligation	$ 17.8	$ 16.8
Expected employer contributions over the next twelve months	$ 0.8

Stock Compensation Plans - Time-based restricted stock unit activity (Details) - Time-Based Restricted Stock Units settled in stock - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Shares
Beginning balance (in shares)	1,733
Shares vested (in shares)	(641)
Shares awarded (in shares)	1,097
Shares forfeited (in shares)	(376)
Ending balance (in shares)	1,813	1,733
Weighted- average remaining term (years)
Outstanding (years)	1 year 10 months 6 days	2 years 4 months 28 days
Weighted- average grant date fair value
Beginning balance (in dollars per share)	$ 13.08
Shares vested (in dollars per share)	13.49
Shares awarded (per share)	13.14
Shares forfeited (in dollars per share)	13.04
Ending balance (in dollars per share)	$ 12.98	$ 13.08

Inventories, net (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Summary of inventories, net

Inventories, net, are comprised of the following as of December 31, 2023 and 2022:


	December 31,
(In thousands)	2023		2022
Component parts (1)	$	8,511	$	6,762
Work-in-process and finished goods	7,042		5,292
Total	$	15,553	$	12,054

(1) In June 2023, the Company discontinued investments in its Digipass CX product (see Note 20, Restructuring and Other Related Charges) and $1.6 million of write-offs for component parts, net were recorded in "Cost of goods sold - Product and license." In November 2023, the Company launched a new product line, Digipass FX1 BIO, and identified the component parts previously purchased for the Digipass CX products will be used for Digipass FX1 BIO products. For the year ended December 31, 2023, the Company reversed $1.4 million of the previous write-off to "Cost of goods, sold - Product license" within the consolidated statements of operations.

Summary of Significant Accounting Policies - Research and Development Costs (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets
Capitalized internal-use software	$ 10.1	$ 4.0
Capitalized software
Finite-Lived Intangible Assets
Estimated useful lives of assets	3 years

Summary of Significant Accounting policies - Equity Method Investments (Details) - Investment In Promon AS - USD ($) $ in Millions		12 Months Ended
	Jan. 31, 2022	Dec. 31, 2022	Jan. 30, 2022
Equity Method Investments
Equity interest, amount sold	$ 18.9
Gain on sale of equity-method investment		$ 14.8
Ownership percentage			17.00%

Summary of Significant Accounting Policies - Short-Term Investments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Short-term investments	$ 0	$ 2,328

Goodwill

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The following tables present the changes in goodwill during 2023 and 2022:


(In thousands)	Digital Agreements		Security Solutions		Total
Net balance at December 31, 2021	$	—	$	—	$	96,174
Goodwill reallocation	20,966		75,208		—
Net foreign currency translation	(1,234)		(4,426)		(5,660)
Net balance at December 31, 2022	19,732		70,782		90,514

Acquisition during the period (1)	600		—		600
Net foreign currency translation	561		2,009		2,570
Net balance at December 31, 2023	$	20,893	$	72,791	$	93,684

Goodwill reallocation: As a result of the transformation plan and new reportable operating segments, the Company allocated the goodwill balance to each reporting unit and respective reportable operating segments on May 17, 2022 (see Note 1, Description of the Company and Basis of Presentation for additional information).

No impairment of goodwill was recorded during the years ended December 31, 2023, 2022, or 2021.

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of operating lease costs

Operating lease cost details for the years ended December 31, 2023, 2022, and 2021 are as follows:


	Years Ended December 31,
(In thousands)	2023		2022		2021
Building rent	$	1,638	$	2,117	$	2,564
Automobile rentals	1,132		1,180		1,505
Total net operating lease costs	$	2,770	$	3,297	$	4,069

Schedule of supplemental consolidated balance sheet information related to our operating leases

Supplemental consolidated balance sheet information related to operating leases as of December 31, 2023 and 2022 is as follows:


	December 31,
(In thousands)	2023		2022
Leases
Assets	$	6,171	$	8,022
Operating lease right-of-use assets	$	6,171	$	8,022

Liabilities
Current
Operating lease liabilities	$	2,027	$	2,258

Non-current
Operating lease liabilities	6,110		8,442
Accrued early lease termination fees	714		—
Total lease liabilities	$	8,851	$	10,700

Schedule of supplemental consolidated cash flow information related to leases

Supplemental consolidated cash flow information related to leases is as follows:


	Years Ended December 31,
(In thousands)	2023		2022		2021
Supplemental cash flow and other information related to leases:

Operating cash payments from operating leases	$	2,836	$	3,346	$	3,630

ROU assets obtained in exchange for new operating lease liabilities	$	2,650	$	1,172	$	589

Schedule of maturities of operating leases

Maturities of the Company's operating leases as of December 31, 2023 are as follows:



(In thousands)
2024	$	2,378
2025	1,608
2026	1,515
2027	1,327
2028	1,218
Later years	1,369
Less imputed interest	(1,278)
Accrued lease termination fees	714
Total lease liabilities	$	8,851

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Loss before income taxes was generated in the following jurisdictions:


	Years Ended December 31,
(In thousands)	2023		2022		2021
U.S.	$	(13,526)	$	(9,569)	$	(15,056)
Non-U.S.	(13,787)		(2,124)		(11,087)
Total	$	(27,313)	$	(11,693)	$	(26,143)

For the years ended December 31, 2023, 2022, and 2021, domestic income excludes intercompany dividend income of $0 each year. The provision (benefit) for income taxes consists of the following:


	Years Ended December 31,
(In thousands)	2023		2022		2021
Current:
Federal	$	2	$	122	$	(11)
State	54		32		(23)
Foreign	2,473		1,665		2,478
Total current	2,529		1,819		2,444

Deferred:
Federal	361		(349)		3,774
State	(47)		35		(3)
Foreign	(357)		1,236		(1,774)
Total deferred	(43)		922		1,997
Total	$	2,486	$	2,741	$	4,441

For 2023, 2022, and 2021, the Company's U.S. federal statutory rate was 21%. The differences between the income tax provisions computed using the statutory federal income tax rate and the provisions for income taxes reported in the consolidated statements of operations are as follows:


	Years Ended December 31,
(In thousands)	2023		2022		2021
Expected tax at statutory rate	$	(5,736)	$	(2,456)	$	(5,490)
Foreign taxes at other rates	(213)		3,373		307
Valuation allowance changes	8,513		4,370		15,019
Global intangible low-taxed income inclusion	—		—		—
State income taxes, net of federal benefit	(170)		(322)		(811)
Uncertain tax positions	—		(515)		12
Research credits	(633)		(2,568)		(3,466)
Disallowed expenses and other	725		859		(1,130)
Total	$	2,486	$	2,741	$	4,441

Significant components of the Company's deferred tax assets and liabilities as of December 31, 2023 and 2022, are as follows:


	December 31,
(In thousands)	2023		2022
Deferred tax assets:
Stock and long-term compensation plans	$	1,515	$	923
Foreign NOL & other carryforwards	45,390		41,154
U.S. and state NOL carryforwards	7,866		5,654
Deferred revenue	650		863
Pension liability	531		498
Amortization and depreciation	1,626		526
Lease liability	2,383		2,641
Capitalized research and development	446		487
Accrued expenses and other	948		1,427
Total gross deferred tax assets	61,355		54,173
Less: Valuation allowance	(47,844)		(39,177)
Net deferred income tax assets	$	13,511	$	14,996

Deferred tax liabilities:
Accruals	$	367	$	319
Tax on unremitted foreign earnings	1,164		1,249
Right of use asset	2,095		2,531
Intangible assets	2,217		3,009
Tax on credits	3,689		3,736
Contract acquisition costs	3,325		3,448
Deferred tax liabilities	$	12,857	$	14,292

Net deferred tax assets	$	654	$	704

Deferred tax assets and liabilities are netted by tax jurisdiction.

At December 31, 2023, the Company had foreign and state net operating loss (NOL) carryforwards and other foreign deductible carryforwards as shown in the following table:


(In thousands)	Carryforward		Expiration
NOL Carryforward
Canada	$	44,461	2032-2043
United States	27,512		None
United Kingdom	10,543		None
Switzerland	20,127		2028-2029
Other foreign	5,779		None
Canada province	43,352		2032-2043
U.S. states	30,526		2025-2043
	$	182,300
Other Carryforwards
United States credit	$	1,277	2031-2033
Canada	44,357		None
Canada province	58,488		None
Capital loss	382		None
Canada credits	8,819		2033-2043
Canada province credits	3,677		2036-2043
	$	117,000

	$	299,300

The valuation allowance against the net deferred tax assets as of December 31, 2023 and 2022 was $47.8 million and $39.2 million, respectively.

The Company recorded changes in valuation allowance of $8.5 million and $4.4 million, during the years ended December 31, 2023 and 2022, respectively, against deferred tax assets that, based on the Company's assessment are considered not to be more likely than not to be realized. The increase in the valuation allowance in 2023 reflects Net Operating Losses (“NOLs”), other deduction carryforwards, and credits for which the realization is not more likely than not. The change in valuation allowance also reflects other factors including, but not limited to, changes in the Company's assessment of the ability to use existing deferred tax assets, including NOLs and other deduction carryforwards.

The Company assesses the need for a valuation allowance on a regular basis, weighing all positive and negative evidence to determine whether a deferred tax asset will be fully or partially realized. In evaluating the realizability of deferred tax assets, significant pieces of negative evidence such as 3-year cumulative losses are considered. The Company also reviewed reversal patterns of temporary differences to determine if the Company would have sufficient taxable income due to the reversal of temporary differences to support the realization of deferred tax assets. In 2022, the Company established a valuation allowance against certain deferred tax assets in jurisdictions that were not previously valued as the deferred tax assets were no longer more likely than not to be realized. In 2023, the Company continued to maintain a valuation allowance against certain deferred tax assets in jurisdictions where assets are not more likely than not to be realized. For all other remaining deferred tax assets, the Company believes it is still more likely than not that the results of future operations or tax planning strategies will generate sufficient taxable income to realize the deferred tax assets.

The Company's policy is to record interest and penalties on income taxes as income tax expense. It recorded expense of less than $0.1 million in 2023, 2022, and 2021.

ASC 740, Income Taxes sets a “more-likely-than-not” criterion for recognizing the tax benefit of uncertain tax positions. As of December 31, 2023, 2022, and 2021, the Company had reserves of $0, $0, and $0.5 million, respectively.


	December 31,
(In thousands)	2023		2022		2021
Reserve at beginning of year	$	—	$	512	$	500
Increases related to prior year tax positions	—		—		12
Decreases related to prior year tax positions	—		(512)		—

Settlement	—		—		—
Total	$	—	$	—	$	512

The Company files income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions, and is subject to examination of its income tax returns by the IRS and other tax authorities. The Company reduced an uncertain tax position in the U.S. upon filing of an accounting method change and receiving audit protection.

The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner not consistent with the Company's expectations, there could be a requirement to adjust the provision for income taxes in the period such resolution occurs. Included in the balance of unrecognized tax benefits as of December 31, 2023 is $0 of tax benefits that, if recognized, would affect the effective tax rate.

The Company's primary tax jurisdictions and the earliest tax year subject to audit are presented in the following table.


Australia			2015
Austria			2017
Belgium			2019
Canada			2019
Netherlands			2018
Singapore			2018
Switzerland			2019
United Kingdom			2021
United States			2017

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss from operations	$ (29,799)	$ (14,434)	$ (30,584)
Adjustments to reconcile net loss from operations to net cash used in operations:
Depreciation and amortization of intangible assets	6,479	7,066	8,926
Loss on disposal of asset	455	0	0
Write-off of property and equipment, net	2,728	3,828	0
Impairment of inventories, net	143	0	0
Gain on sale of equity-method investment	0	(14,810)	0
Deferred tax benefit	118	1,637	2,823
Stock-based compensation	14,252	8,642	4,354
Allowance for doubtful accounts	(65)	184	(2,705)
Changes in operating assets and liabilities:
Accounts receivable	1,571	(9,705)	2,047
Inventories, net	(3,275)	(2,168)	2,209
Contract assets	(574)	52	3,787
Accounts payable	(253)	9,261	2,716
Income taxes payable	(2,367)	(1,140)	(2,525)
Accrued expenses	(1,531)	2,197	3,089
Deferred compensation	9	(504)	(725)
Deferred revenue	2,015	8,173	9,713
Other assets and liabilities	(641)	(4,038)	(5,870)
Net cash used in operating activities	(10,735)	(5,759)	(2,745)
Cash flows from investing activities:
Purchase of short-term investments	0	(15,812)	(59,925)
Maturities of short-term investments	2,330	48,550	51,149
Additions to property and equipment	(12,484)	(4,996)	(2,169)
Additions to intangible assets	(59)	(29)	(35)
Cash paid for acquisition of business	(1,800)	0	0
Sale of equity-method investment	0	18,874	0
Net cash provided by (used in) investing activities	(12,013)	46,587	(10,980)
Cash flows from financing activities:
Repurchase of common stock	(29,155)	(5,721)	(7,471)
Tax payments for restricted stock issuances	(2,939)	(1,587)	(2,923)
Net cash used in financing activities	(32,094)	(7,308)	(10,394)
Effect of exchange rate changes on cash	997	(372)	(895)
Net (decrease) increase in cash	(53,845)	33,148	(25,014)
Cash, cash equivalents, and restricted cash, beginning of period	97,375	64,227	89,241
Cash, cash equivalents, and restricted cash, end of period	43,530	97,375	64,227
Supplemental cash flow disclosures:
Cash paid for income taxes	4,989	2,025	7,700
Cash paid for interest	$ 0	$ 0	$ 0

Description of the Company and Basis of Presentation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	2
Number of operating segments	2
Loss from foreign currency transactions \| $	$ (1.1)	$ (1.9)	$ (0.8)

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Description of the Company	Description of the Company OneSpan provides security, identity, electronic signature (“e-signature”) and digital workflow solutions that protect and facilitate digital transactions and agreements. The Company delivers products and services that automate and secure customer-facing and revenue-generating business processes for use cases ranging from simple transactions to workflows that are complex or require higher levels of security. The Company’s solutions help its customers ensure the integrity of the people and records associated with digital agreements, transactions, and interactions in industries including banking, financial services, healthcare, and professional services. OneSpan has operations in Austria, Australia, Belgium, Canada, China, France, Japan, The Netherlands, Singapore, Switzerland, the United Arab Emirates, the United Kingdom (U.K.), and the United States (U.S.).
Basis of Presentation	Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Certain amounts in prior periods have been reclassified to conform with current period presentation.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of OneSpan Inc. and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly assess these estimates, including but not limited to, stock-based compensation including the determination of the fair value of our stock-based awards, realization of deferred tax assets, pension obligations, estimated life of our long-lived assets, purchase price allocations for business combinations, valuation of the acquired intangibles purchased in a business combination, valuation of goodwill, estimated standalone selling price of our performance obligations, and estimated consideration for implementation services. Estimates are based on historical experience and on various other market-specific and relevant assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.
Foreign Currency Translation and Transactions	Foreign Currency Translation and TransactionsThe financial position and results of operations of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated into U.S. dollars using current exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates are charged or credited to other comprehensive income (loss). Gains and losses resulting from foreign currency transactions are included in the consolidated statements of operations in other income (expense), net.
Cash and Cash Equivalents and Restricted Cash	Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents are high-quality short-term money market instruments and commercial paper with maturities at acquisition of three months or less. Cash and cash equivalents are held by a number of U.S. and non-U.S. commercial banks and money market investment funds. The Company is party to lease agreements that require letters of credit and guarantees to secure the obligations which totaled $0.9 million and $1.1 million at December 31, 2023 and 2022, respectively. Additionally, the Company maintained a cash guarantee with a payroll vendor in the amount of $0.1 million at both December 31, 2023 and 2022. The restricted cash related to the letters of credit and guarantees is recorded in "Restricted cash" on the consolidated balance sheets.
Short Term Investments	Short-Term Investments The Company’s short-term investments are in debt securities which consist of U.S. treasury bills and notes, U.S. government agency notes, corporate notes, and high-quality commercial paper with maturities at acquisition of more than three months and less than twelve months. The Company classifies its investments in debt securities as available-for-sale. In accordance with Accounting Standards Update "ASU" No. 2016-13, credit impairments are recorded through an allowance and are recorded through a charge to the consolidated statement of operations. Unrealized gains or losses not related to credit impairments are recorded in “Accumulated other comprehensive loss” on the consolidated balance sheets. The Company reviews available-for-sale debt securities for impairments related to credit losses and other factors each quarter. In 2023, the Company liquidated its short-term investments, which had a balance of $0 and $2.3 million as of December 31, 2023 and 2022, respectively.
Credit Losses	Credit Losses Reasonable assurance of collection is a requirement for revenue recognition. Credit limit adjustments for existing customers may result from the periodic review of outstanding accounts receivable. The Company records trade accounts receivable at invoice values, which are generally equal to fair value. In accordance with accounting standards updates ("ASU") No. 2016-13, the Company evaluates its allowance based on expected losses rather than incurred losses, which is known as the current expected credit loss (“CECL”) model. The allowance is determined using the loss rate approach and is measured on a collective (pool) basis when similar risk characteristics exist. Where financial instruments do not share risk characteristics, they are evaluated on an individual basis. The allowance is based on relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments At December 31, 2023 and 2022, the Company's financial instruments were cash and cash equivalents, restricted cash, short-term investments, accounts receivable, accounts payable, and accrued liabilities. The estimated fair value of financial instruments has been determined by using available market information and appropriate valuation methodologies, as defined in Accounting Standards Codification "ASC" 820, Fair Value Measurements. The fair values of the financial instruments were not materially different from their carrying amounts at December 31, 2023 and 2022.
Inventories	Inventories Inventories, consisting principally of hardware and component parts, are stated at the lower of cost or net realizable value. Cost is determined using the first-in-first-out (FIFO) method. The Company writes down inventory when it appears that the carrying cost of the inventory may not be recovered through subsequent sale of the inventory. The Company analyzes the quantity of inventory on hand, the quantity sold in the past year, the anticipated sales volume in the form of sales to new customers as well as sales to previous customers, the expected sales price and the cost of making the sale when evaluating the valuation of inventory. If the sales volume or sales price of a specific model declines significantly, additional write downs may be required.
Property and Equipment, net	Property and Equipment, net Property and equipment, net, is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets ranging from three to ten years. Leasehold improvements are depreciated over the lesser of the remaining lease term or ten years. Additions and improvements are capitalized, while expenditures for maintenance and repairs are charged to operations as incurred. Gains or losses resulting from sales or retirements are recorded as incurred, at which time related costs and accumulated depreciation are removed from the accounts.
Accounting for Leases	Accounting for Leases All of the Company's leases are operating leases. The Company records leases in accordance with ASC Topic 842, Leases. The Company elected the following practical expedients: •The package of practical expedients permitted under the transition guidance within the new standard. The practical expedient package applies to leases commenced prior to adoption of the new standard and permits companies not to reassess whether existing or expired contracts contain a lease, the lease classification, and any initial direct costs for existing leases. •The short-term lease practical expedient, which allowed the Company to exclude short-term leases from recognition in the consolidated balance sheets; •The Company has lease agreements that contain lease and non-lease components. For automobile leases, lease and non-lease components are accounted for together. For office leases, the components are accounted for separately using a relative standalone selling basis; and •The Company applies the portfolio approach to automobile leases with similar characteristics that commence in the same period. The difference between the asset and liability is a result of lease incentives, such as tenant improvement allowances, and deferred rent on the consolidated balance sheet at transition.
Goodwill	Goodwill Goodwill represents the excess of purchase price over the fair value of net identifiable assets acquired in a business combination. The Company assesses the impairment of goodwill annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The annual impairment test date is October 1. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative assessment includes comparing the overall financial performance of the reporting unit against the planned results. Additionally, the reporting unit’s fair value is assessed in light of certain events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and reporting unit specific events. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgments. If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the estimated fair value of the reporting unit is compared with its carrying value. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value.
Long-Lived and Intangible Assets	Long-Lived and Intangible Assets Finite-lived intangible assets include proprietary technology, customer relationships, and other intangible assets. Intangible assets other than patents with indefinite lives are amortized over the useful life, generally three to seven years for proprietary technology and five to twelve years for customer relationships. Patents are amortized over the life of the patent which is generally 20 years in the U.S. Intangible assets arising from business combinations, such as acquired technology, customer relationships, and other intangible assets, are originally recorded at fair value. Long-lived assets, including property, plant and equipment, operating lease right-of-use assets, finite-lived intangible assets being amortized and capitalized software costs for internal use, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset group may not be recoverable. An impairment loss shall be recognized if the carrying amount of a long-lived asset group exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived asset group exceeds its fair value. Long-lived assets held for sale are reported at the lower of carrying value or fair value less cost to sell.
Equity Method Investment	Equity Method Investment On January 31, 2022, the Company sold its equity interest in Promon AS (Promon) for $18.9 million and recorded the gain on sale of $14.8 million in “Other income (expense), net”, on the consolidated statement of operations for the year ended December 31, 2022. Promon is a technology company headquartered in Norway that specializes in mobile app security, whose solutions focus largely on Runtime Application Self-Protection (RASP). Prior to January 31, 2022, the Company held a 17% interest in Promon and applied the equity method of accounting to its investment in Promon because it exercised significant influence on, but did not hold a controlling interest in, the investee. Under the equity method of accounting, the Company’s proportionate share of the net earnings (losses) of Promon was reported in “Other income (expense), net”, on the consolidated statements of operations. The impact of the proportionate share of net earnings (losses) was immaterial for the years ended December 31, 2022 and 2021, as were the relative size of Promon’s assets and operations in relation to the Company’s. The Company intends to continue to purchase and integrate Promon’s RASP technology into its customer software solutions.
Share Repurchase Program	Share Repurchase Program On May 12, 2022, the Board of Directors adopted a stock repurchase program (the "2022 stock repurchase program") under which the Company is authorized to repurchase up to $50.0 million of its issued and outstanding common stock. Share purchases under the program will take place in open market transactions, privately negotiated transactions or tender offers, and may be made from time to time depending on market conditions, share price, trading volume, and other factors. The timing of the repurchases and the amount of stock repurchased in each transaction is subject to OneSpan’s sole discretion and will depend upon market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization is effective until May 11, 2024 unless the total amount has been used or authorization has been cancelled.
Revenue Recognition	Revenue Recognition The Company records revenue in accordance with ASC Topic 606 "Revenue from Contracts with Customers". We determine revenue recognition through the following steps: •Identification of the contract, or contracts, 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; and •Recognition of revenue when, or as, we satisfy a performance obligation. Revenues are recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services, which excludes any sales incentives and amounts collected on behalf of third parties. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight before control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in "Cost of goods sold". Nature of Goods and Services The Company derives our revenues primarily from product and license revenue, which includes hardware products and on-premises subscription revenue, and services and other, which is inclusive of cloud subscription revenue, maintenance and support, and professional services. Subscription: Subscription includes cloud and on-premises subscription revenue, previously referred to as “subscription” and “term-based software licenses”, respectively. Cloud subscription revenues are generated from the Company's Digital Agreements and Security Solutions service offerings. Standard customer arrangements do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. As such, these arrangements are considered service contracts and revenue is recognized ratably over the service period of the contract. Customer payments are normally in advance for annual service. Revenue from the sale of on-premises subscription revenue is recorded upon delivery which is the latter of when the customer receives the ability to access the software or when they are legally allowed to use the software. No significant obligations or contingencies exist with regard to delivery, customer acceptance or rights of return at the time revenue is recognized. The Company offers term licenses for on-premises subscription revenue ranging from one to five years in length. For term licenses, payments are either on installment or in advance. In limited circumstances, the Company integrates third-party software solutions into our software products. The Company has determined that, consistent with its conclusion under prior revenue recognition rules, generally the Company acts as the principal with respect to the satisfaction of the related performance obligation and records the corresponding revenue on a gross basis from these transactions. For transactions in which the Company does not act as the principal, the Company recognizes revenue on a net basis. The fees owed to the third parties are recognized as a component of cost of goods sold when the revenue is recognized. Maintenance and support: Maintenance and support agreements generally call for the Company to provide software updates and technical support, respectively, to customers. The annual fee for maintenance and technical support is recognized ratably over the term of the maintenance and support agreement as this is the period the services are delivered. Customer payments are normally in advance for annual service. Professional Services and other Revenue: Professional services revenues are primarily comprised of implementing, automating and extending business processes, technology infrastructure, and software applications. Professional services revenues are recognized over time as services are rendered, usually over a period of time that is generally less than a few months. Most projects are performed on a time and materials basis while a portion of revenues is derived from projects performed on a fixed fee. For time and material contracts, revenues are generally recognized and invoiced by multiplying the number of hours expended in the performance of the contract by the contractual hourly rates. For fixed fee contracts, revenues are generally recognized using an input method based on the ratio of hours expended to total estimated hours to complete the services. Customer payments normally correspond with delivery. Professional services and other includes perpetual software licenses revenue, which was approximately 1%, 2%, and 5% of total revenue for the years ended December 31, 2023, 2022, and 2021, respectively. Perpetual licenses grant the customer unlimited access to the software. Hardware products: Revenue from the sale of security hardware is recorded upon shipment, which is the point at which control of the goods are transferred and the performance obligations are completed, unless there are specific terms that would suggest control is transferred at a later date (e.g. delivery). No significant obligations or contingencies typically exist with regard to delivery, customer acceptance or rights of return at the time revenue is recognized. Customer invoices and subsequent payments normally correspond with delivery. The Company also enters into separate service agreements with certain hardware customers to perform distribution services. In these situations, revenue is recognized prior to physical delivery of a good (i.e. “bill-and-hold arrangements). The Company evaluates bill-and-hold arrangement, and records revenue accordingly when the following criteria is met: •The reason for the bill-and-hold arrangement is substantive; •The product is identified separately as belonging to the customer; •The product currently is ready for physical transfer to the customer; •The Company does not have the ability to use the product or to direct it to another customer. Multiple-Element Arrangements In the Company's typical multiple-element arrangement, the primary deliverables include: 1.A client component (i.e. an item that is used by the person being authenticated in the form of either a new standalone hardware device or software that is downloaded onto a device that the customer already owns); 2.Server system software that is installed on the customer’s systems (i.e. software on the server system that verifies the identity of the person being authenticated) or licenses for additional users on the server system software if the server system software had been installed previously; and 3.Post contract support (PCS) in the form of maintenance on the server system software or support. The Company's multiple-element arrangements may also include other items that are usually delivered prior to the recognition of any revenue and are incidental to the overall transaction such as initialization of the hardware device, customization of the hardware device itself or the packaging in which it is delivered, deployment services where the Company delivers the device to its customer’s end-use customer or employee and, in some limited cases, professional services to assist with the initial implementation of a new customer. Significant Judgments The Company enters into contracts to deliver a combination of hardware devices, software licenses, subscriptions, maintenance and support and, in some situations, professional services. The Company evaluates the nature of the goods or services promised in these arrangements to identify the distinct performance obligations. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment depending on the terms and conditions of the respective customer arrangement. When a hardware client device and licenses to server software are sold in a contract, they are treated as a single performance obligation because the software license is deemed to be a component of the hardware that is integral to the functionality of the hardware that is used by customers for identity authentication. When a software client device is sold in a contract server software, the licenses are considered a single performance obligation to deliver the authentication solution to the customer. In either of these types of arrangements, maintenance and support and professional services are typically distinct separate performance obligations from the hardware or software solutions. Contracts to deliver subscription services typically do not include multiple performance obligations; however, in certain limited cases customers may purchase professional services that are distinct performance obligations. For contracts that contain multiple performance obligations, the transaction price is allocated to the separate performance obligations based on their estimated relative standalone selling price. Judgment is required to determine the stand-alone selling price (“SSP”) of each distinct performance obligation. We determine SSP for maintenance and support and professional services based on observable inputs; specifically, the range of prices charged to customers to renew annual maintenance and support contracts and the range of hourly rates we charge customers in standalone professional services contracts. In instances where SSP is not directly observable, and when we sell at a highly variable price range, such as for transactions involving cloud and on-premise subscription-based licenses or hardware, we determine the SSP for those performance obligations using the residual approach.
Cost of Goods Sold	Cost of Goods Sold Cost of goods sold related to product and license include direct product costs and direct costs, including personnel costs, production costs, and freight costs. Cost of goods sold related to service and other revenues are primarily costs related to cloud subscription solutions, including personnel, equipment costs, and capitalized software costs and internal professional services and maintenance support.
Research and Development Costs	Research and Development Costs As part of the 2022 strategic plan, the Company began investing in its Digital Agreements operating segment for accelerated growth. In conjunction with expanded research and development activities to grow the Company’s transaction-cloud platform and Digital Agreements product offerings, the Company began capitalizing certain costs incurred in connection with obtaining or developing internal-use software during the year ended December 31, 2022. These costs include payroll and payroll-related costs for employees who are directly associated with the internal-use software projects, external direct costs of materials and services costs while developing the software. Capitalized software costs are included in “Property and equipment, net” on the consolidated balance sheets and are depreciated using the straight-line method over the estimated life of three years. Capitalization of such costs ceases when the project is substantially complete and ready for its intended purpose. Costs incurred during the preliminary project and post-implementation stages, as well as software maintenance and training costs, are expensed in the period in which they are incurred. Other costs for research and development, principally the design and development of hardware, and the design and development of software prior to the determination of technological feasibility, are expensed as incurred on a project-by-project basis. The Company capitalized $10.1 million and $4.0 million of internal-use software during the years ended December 31, 2023 and 2022, respectively.
Stock-Based Compensation	Stock-Based Compensation The Company has stock-based employee compensation plans, described in Note 15, Stock Compensation Plans. ASC 718, Stock Compensation, requires the Company to estimate the fair value of restricted stock granted to employees, directors and others to record compensation expense equal to the estimated fair value. Compensation expense is recorded on a straight-line basis over the vesting period for time-based awards and performance and market-based awards with cliff vesting provisions and on a graded basis for performance and market-based awards with graded vesting provisions. Forfeitures are recorded as incurred.
Retirement Benefits	Retirement Benefits The Company records annual expenses relating to defined benefit pension plans based on calculations which include various actuarial assumptions, including discount rates, assumed asset rates of return, compensation increases, and turnover rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends. The effects of gains, losses, and prior service costs and credits are amortized over the average service life. The funded status, or projected benefit obligation less plan assets, for each plan, is reflected in the consolidated financial statements using a December 31 measurement date.
Other Income (Expense), net	Other Income (Expense), net Other income (expense), net, consists primarily of exchange gains (losses) on transactions that are denominated in currencies other than the Company’s subsidiaries’ functional currencies, subsidies received from foreign governments in support of the Company's research and development in those countries and other miscellaneous non-operational income and expenses.
Income Taxes	Income Taxes The Company calculates and provides for income taxes in each tax jurisdiction in which it operates. The provision for income taxes includes the amounts payable or refundable for the current year, the effect of deferred taxes and impacts from uncertain tax positions. The Company’s provision for income taxes is significantly affected by shifts in the geographic mix of its pre-tax earnings across tax jurisdictions, changes in tax laws and regulations, and tax planning opportunities available in each tax jurisdiction. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and tax bases of the Company's assets and liabilities and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which those differences are expected to be recovered or settled. Valuation allowances are established for deferred tax assets when it is more likely than not that a tax benefit will not be realized. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities and in income in the period that includes the enactment date. The Company recognizes tax benefits for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company's income tax returns that do not meet these recognition and measurement standards. Assumptions, judgments, and the use of estimates are required in determining whether the “more-likely-than-not” standard has been met when developing the provision for income taxes. The Company recognizes the tax impact of including certain foreign earnings in U.S. taxable income as a period cost. The Company has recognized deferred income taxes for local country income and withholding taxes that could be incurred on distributions of non-U.S. earnings because management does not plan to indefinitely reinvest such earnings. The Company monitors for changes in tax laws and reflect the impacts of tax law changes in the period of enactment.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. Public business entities are required to adopt for annual fiscal periods beginning after December 31, 2024 and early adoption is permitted. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures.

Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Intangible assets, net
Gross Carrying Amount	$ 91,745	$ 89,926
Accumulated Amortization	80,913	77,444
Acquired technology
Intangible assets, net
Gross Carrying Amount	43,869	42,022
Accumulated Amortization	$ 42,712	$ 41,894
Acquired technology \| Minimum
Finite-Lived Intangible Assets
Estimated useful lives of assets	3 years	3 years
Acquired technology \| Maximum
Finite-Lived Intangible Assets
Estimated useful lives of assets	7 years	7 years
Customer relationships
Intangible assets, net
Gross Carrying Amount	$ 34,773	$ 34,386
Accumulated Amortization	$ 25,960	$ 23,323
Customer relationships \| Minimum
Finite-Lived Intangible Assets
Estimated useful lives of assets	5 years	5 years
Customer relationships \| Maximum
Finite-Lived Intangible Assets
Estimated useful lives of assets	12 years	12 years
Patents and trademarks
Intangible assets, net
Gross Carrying Amount	$ 13,103	$ 13,518
Accumulated Amortization	$ 12,241	$ 12,227
Patents and trademarks \| Minimum
Finite-Lived Intangible Assets
Estimated useful lives of assets	10 years	10 years
Patents and trademarks \| Maximum
Finite-Lived Intangible Assets
Estimated useful lives of assets	20 years	20 years

Description of the Company and Basis of Presentation	12 Months Ended
Description of the Company and Basis of Presentation	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Company and Basis of Presentation	Description of the Company and Basis of Presentation Description of the Company OneSpan provides security, identity, electronic signature (“e-signature”) and digital workflow solutions that protect and facilitate digital transactions and agreements. The Company delivers products and services that automate and secure customer-facing and revenue-generating business processes for use cases ranging from simple transactions to workflows that are complex or require higher levels of security. The Company’s solutions help its customers ensure the integrity of the people and records associated with digital agreements, transactions, and interactions in industries including banking, financial services, healthcare, and professional services. OneSpan has operations in Austria, Australia, Belgium, Canada, China, France, Japan, The Netherlands, Singapore, Switzerland, the United Arab Emirates, the United Kingdom (U.K.), and the United States (U.S.). Business Transformation In December 2021, the Company's Board of Directors approved a restructuring plan (the “restructuring plan”) designed to advance the Company's operating model, streamline its business, improve efficiency, and enhance its capital resources. The first phase of this restructuring plan began and was substantially completed during the three months ended March 31, 2022. In May 2022, the Company's Board of Directors approved additional actions related to the restructuring plan and the Company announced a three-year strategic transformation plan that began on January 1, 2023 (the "2022 strategic plan"). In conjunction with the 2022 strategic plan and to enable a more efficient capital deployment model, effective with the quarter ended June 30, 2022, the Company began reporting under the following two lines of business, which are its reportable operating segments: Digital Agreements and Security Solutions. As a result of the ongoing strategic transformation, the Company refined its operating segment allocation methodology to better align internal and external costs more directly to where the employee efforts and company resources are being spent on each segment. The Company applied this revised methodology on a prospective basis beginning in 2023. For further information regarding the Company’s reportable segments, see Note 3, Segment Information. Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Certain amounts in prior periods have been reclassified to conform with current period presentation. Principles of Consolidation The consolidated financial statements include the accounts of OneSpan Inc. and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly assess these estimates, including but not limited to, stock-based compensation including the determination of the fair value of our stock-based awards, realization of deferred tax assets, pension obligations, estimated life of our long-lived assets, purchase price allocations for business combinations, valuation of the acquired intangibles purchased in a business combination, valuation of goodwill, estimated standalone selling price of our performance obligations, and estimated consideration for implementation services. Estimates are based on historical experience and on various other market-specific and relevant assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. Foreign Currency Translation and Transactions The financial position and results of operations of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated into U.S. dollars using current exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates are charged or credited to other comprehensive income (loss). Gains and losses resulting from foreign currency transactions are included in the consolidated statements of operations in other income (expense), net. Foreign exchange transaction losses aggregated $1.1 million, $1.9 million, and $0.8 million in 2023, 2022, and 2021, respectively.

Stock Compensation Plans - Market and service restricted stock units (Details) - Market-Based Restricted Stock Units - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Shares
Beginning balance (in shares)	257
Shares vested (in shares)	(1)
Shares awarded (in shares)	0
Shares forfeited (in shares)	(5)
Ending balance (in shares)	251	257
Weighted- average remaining term (years)
Outstanding (years)	1 year 10 months 20 days	2 years 9 months
Weighted- average grant date fair value
Beginning balance (in dollars per share)	$ 12.17
Shares vested (in dollars per share)	33.31
Shares awarded (per share)	0
Shares forfeited (in dollars per share)	37.93
Ending balance (in dollars per share)	$ 11.58	$ 12.17

Segment Information

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Information

Segments are defined as components of a company that engage in business activities from which they may earn revenues and incur expenses, and for which separate financial information is available and is evaluated regularly by the chief operating decision maker (CODM), in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer.

•Digital Agreements. Digital Agreements consists of solutions that enable our clients to secure and automate business processes associated with their digital agreement and customer transaction lifecycles that require consent, non-repudiation and compliance. These solutions, which are largely cloud-based, include OneSpan Sign e-signature, OneSpan Notary and OneSpan Trust Vault. This segment also includes costs attributable to our transaction cloud platform.

•Security Solutions. Security Solutions consists of our broad portfolio of software products, software development kits (SDKs) and Digipass authenticator devices that are used to build applications designed to defend against attacks on digital transactions across online environments, devices, and applications. The software products and SDKs included in the Security Solutions segment are largely on-premises software products and include identity verification, multi-factor authentication and transaction signing solutions, such as mobile application security and mobile software tokens.

Segment operating income consists of the revenues generated by a segment, less the direct costs of revenue, sales and marketing, research and development expenses, amortization expense, and restructuring and other related charges that are incurred directly by a segment. Unallocated corporate costs include costs related to administrative functions that are performed in a centralized manner that are not attributable to a particular segment.

Prior to 2023, the Company allocated certain cost of goods sold and operating expenses to its two reportable operating segments using a direct cost allocation and an allocation based on revenue split between the segments. As a result of the ongoing strategic transformation, the Company refined its operating segment allocation methodology to better align internal and external costs more directly to where the employee efforts are being spent on each segment moving forward. The revised methodology was applied on a prospective basis beginning in 2023. As a result of this change, there was an increase in cost of goods sold and operating expenses being allocated to the Digital Agreements segment, which better aligns with the investments the Company is making to grow that segment as compared to its Security Solutions segment.

The tables below set forth information about the Company’s operating segments for the years ended December 31, 2023, 2022, and 2021, along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements.


	Years Ended December 31,
(In thousands, except percentages)	2023			2022			2021
Digital Agreements
Revenue	$	50,925		$	48,401		$	40,551
Gross profit	$	37,742		$	37,488		$	29,557
Gross margin	74		%	77		%	73		%
Operating (loss) income (1)	$	(18,525)		$	5,348		$	(1,612)

Security Solutions
Revenue	$	184,181		$	170,605		$	173,930
Gross profit	$	119,974		$	111,082		$	113,378
Gross margin	65		%	65		%	65		%
Operating income (2)	$	60,190		$	32,051		$	35,395

Total Company:
Revenue	$	235,106		$	219,006		$	214,481
Gross profit	$	157,715		$	148,570		$	142,935
Gross margin	67		%	68		%	67		%

Statements of operations reconciliation:
Segment operating income	$	41,665		$	37,399		$	33,783
Corporate operating expenses not allocated at the segment level	70,536			64,514			59,911
Operating loss	$	(28,871)		$	(27,115)		$	(26,128)
Interest income, net	2,090			595			(1)
Other income (expense), net	(532)			14,827			(14)
Loss before income taxes	$	(27,313)		$	(11,693)		$	(26,143)

(1) Digital Agreements operating income includes $2.3 million, $2.3 million, and $2.5 million of amortization of intangible assets expense for the years ended December 31, 2023, 2022, and 2021, respectively.

(2) Security Solutions operating income includes $0, $1.8 million, and $3.3 million of amortization of intangible assets expense for the years ended December 31, 2023, 2022, and 2021, respectively.

The following tables illustrate the disaggregation of revenues by category and services, including a reconciliation of the disaggregated revenues to revenues from the Company's two operating segments for the years ended December 31, 2023, 2022, and 2021.


	Years Ended December 31,
	2023				2022				2021
(In thousands)	Digital Agreements		Security Solutions		Digital Agreements		Security Solutions		Digital Agreements		Security Solutions
Subscription (1)	$	45,886	$	60,550	$	42,029	$	47,124	$	33,283	$	35,224
Maintenance and support	4,143		42,240		5,451		42,894		5,709		45,567
Professional services and other (2)	896		5,425		921		7,087		1,494		13,703
Hardware products	—		75,966		—		73,500		65		79,436
Total Revenue	$	50,925	$	184,181	$	48,401	$	170,605	$	40,551	$	173,930

(1) Subscription includes cloud and on-premises subscription revenue, previously referred to as “subscription” and “term-based software licenses”, respectively.

(2) Professional services and other includes perpetual software licenses revenue, which was approximately 1%, 2%, and 5% of total revenue for the years ended December 31, 2023, 2022, and 2021, respectively.

The Company allocates goodwill by reporting unit, in accordance with ASC 350 – Goodwill and Other. Asset information by segment is not reported to or reviewed by the CODM to allocate resources, and therefore, the Company has not disclosed asset information for the segments.

Geographic, Customer and Supplier Information

The Company classifies sales by customers’ locations in three geographic regions: 1) EMEA, which includes Europe, the Middle East, and Africa; 2) the Americas, which includes sales in North, Central, and South America and Canada; and 3) Asia Pacific, which also includes Australia and New Zealand.


(In thousands)
	Europe, Middle East, Africa (EMEA)		Americas		Asia Pacific		Total
2023
Revenue	$	111,568	$	80,057	$	43,481	$	235,106
Gross profit	$	74,843	$	53,704	$	29,168	$	157,715
Long-lived assets	$	5,783	$	18,795	$	315	$	24,893

2022
Revenue	$	100,298	$	77,740	$	40,968	$	219,006
Gross profit	$	68,040	$	52,738	$	27,792	$	148,570
Long-lived assets	$	4,856	$	15,270	$	577	$	20,703

2021
Revenue	$	104,878	$	68,646	$	40,957	$	214,481
Gross profit	$	69,893	$	45,747	$	27,295	$	142,935
Long-lived assets	$	5,978	$	13,634	$	342	$	19,954

For the years 2023, 2022, and 2021, the top 10 customers contributed 22%, 23% and 22%, respectively, of total worldwide revenue. All of the Company's hardware products are assembled by four independent factories in China and one independent factory in Romania.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 31
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 21
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Employee Benefit Plans - Projected future pension benefit payments (Details) - Foreign Plan $ in Thousands	Dec. 31, 2023 USD ($)
Defined Benefit Plan Disclosure [Line Items]
2024	$ 479
2025	558
2026	1,146
2027	417
2028	503
Beyond	$ 5,681

Employee Benefit Plans - Net unfunded status (Details) - Foreign Plan - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 16,460	$ 15,415	$ 17,394
Projected benefit obligation	(19,014)	(17,715)	$ (24,855)
Net unfunded benefit obligation	$ (2,554)	$ (2,300)

- Definition

Amount of asset segregated and restricted to provide benefit under defined benefit plan. Asset includes, but is not limited to, stock, bond, other investment, earning from investment, and contribution by employer and employee.

+ References + Details

Geographic, Customer and Supplier Information

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Geographic, Customer and Supplier Information

Segment Information


	Years Ended December 31,
(In thousands, except percentages)	2023			2022			2021
Digital Agreements
Revenue	$	50,925		$	48,401		$	40,551
Gross profit	$	37,742		$	37,488		$	29,557
Gross margin	74		%	77		%	73		%
Operating (loss) income (1)	$	(18,525)		$	5,348		$	(1,612)

Security Solutions
Revenue	$	184,181		$	170,605		$	173,930
Gross profit	$	119,974		$	111,082		$	113,378
Gross margin	65		%	65		%	65		%
Operating income (2)	$	60,190		$	32,051		$	35,395

Total Company:
Revenue	$	235,106		$	219,006		$	214,481
Gross profit	$	157,715		$	148,570		$	142,935
Gross margin	67		%	68		%	67		%

Statements of operations reconciliation:
Segment operating income	$	41,665		$	37,399		$	33,783
Corporate operating expenses not allocated at the segment level	70,536			64,514			59,911
Operating loss	$	(28,871)		$	(27,115)		$	(26,128)
Interest income, net	2,090			595			(1)
Other income (expense), net	(532)			14,827			(14)
Loss before income taxes	$	(27,313)		$	(11,693)		$	(26,143)

(2) Security Solutions operating income includes $0, $1.8 million, and $3.3 million of amortization of intangible assets expense for the years ended December 31, 2023, 2022, and 2021, respectively.


	Years Ended December 31,
	2023				2022				2021
(In thousands)	Digital Agreements		Security Solutions		Digital Agreements		Security Solutions		Digital Agreements		Security Solutions
Subscription (1)	$	45,886	$	60,550	$	42,029	$	47,124	$	33,283	$	35,224
Maintenance and support	4,143		42,240		5,451		42,894		5,709		45,567
Professional services and other (2)	896		5,425		921		7,087		1,494		13,703
Hardware products	—		75,966		—		73,500		65		79,436
Total Revenue	$	50,925	$	184,181	$	48,401	$	170,605	$	40,551	$	173,930

(1) Subscription includes cloud and on-premises subscription revenue, previously referred to as “subscription” and “term-based software licenses”, respectively.

Geographic, Customer and Supplier Information


(In thousands)
	Europe, Middle East, Africa (EMEA)		Americas		Asia Pacific		Total
2023
Revenue	$	111,568	$	80,057	$	43,481	$	235,106
Gross profit	$	74,843	$	53,704	$	29,168	$	157,715
Long-lived assets	$	5,783	$	18,795	$	315	$	24,893

2022
Revenue	$	100,298	$	77,740	$	40,968	$	219,006
Gross profit	$	68,040	$	52,738	$	27,792	$	148,570
Long-lived assets	$	4,856	$	15,270	$	577	$	20,703

2021
Revenue	$	104,878	$	68,646	$	40,957	$	214,481
Gross profit	$	69,893	$	45,747	$	27,295	$	142,935
Long-lived assets	$	5,978	$	13,634	$	342	$	19,954

- Definition

+ References

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Employee Benefit Plans - Change in fair value of plan assets (Details) - Foreign Plan - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Change in fair value of plan assets
Fair value of plan assets, beginning balance	$ 15,415	$ 17,394
Employee contributions	406	437
Actual return on plan assets	461	(288)
Benefits (paid), net of transfers	(1,487)	(2,361)
Employer contributions	864	911
Foreign exchange adjustment	801	(678)
Fair value of plan assets, ending balance	$ 16,460	$ 15,415

- Definition

+ References + Details

Subsequent Events (Details) $ in Millions	Dec. 31, 2023 USD ($)
Employee Severance \| President And Chief Executive Officer
Subsequent Event [Line Items]
Accrued severance and other benefits	$ 1.2

Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 8,496	$ 48,623
Money Market Funds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	8,496	48,623
Money Market Funds \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0	0
Money Market Funds \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 0	0
Corporate Notes / Bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		2,328
Corporate Notes / Bonds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		0
Corporate Notes / Bonds \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		2,328
Corporate Notes / Bonds \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		0
Commercial Paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		6,743
Commercial Paper \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		0
Commercial Paper \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		6,743
Commercial Paper \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets		$ 0

Stock Based Compensation - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 14,562,000	$ 8,813,000	$ 5,202,000
Unamortized future compensation expense	1,400,000
Restricted Stock, subject to time-based criteria
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding award (in shares)		0
Compensation expense	0	$ 100,000	300,000
Tax benefit related to compensation expense	0	$ 100,000	100,000
Unamortized future compensation expense	$ 0
Restricted Stock, subject to time-based criteria \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights percentage	25.00%
Time-Based Restricted Stock Units settled in stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding award (in shares)	1,813,000	1,733,000
Compensation expense	$ 10,900,000	$ 6,900,000	3,700,000
Tax benefit related to compensation expense	500,000	$ 200,000	100,000
Unamortized future compensation expense	$ 18,100,000
Time-Based Restricted Stock Units settled in stock \| Minimum \| Officer \| Share-based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	1 year
Time-Based Restricted Stock Units settled in stock \| Maximum \| Officer \| Share-based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years
Restricted Stock, subject to performance criteria
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding award (in shares)	966,000	316,000
Unamortized future compensation expense	$ 1,700,000
Restricted Stock, subject to performance criteria \| Tranche Two \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	1 year
Restricted Stock, subject to performance criteria \| Tranche Two \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	3 years
Performance-Based Restricted Stock, earned
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 2,800,000	$ 1,600,000	300,000
Tax benefit related to compensation expense	$ 100,000	$ 100,000	100,000
Performance-Based Restricted Stock, earned \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	1 year
Performance-Based Restricted Stock, earned \| Tranche Two \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	1 year
Performance-Based Restricted Stock, earned \| Tranche Two \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance period	3 years
Market-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding award (in shares)	251,000	257,000
Compensation expense	$ 600,000	$ 500,000	100,000
Tax benefit related to compensation expense	$ 100,000	$ 100,000	$ 0
Market-Based Restricted Stock Units \| Tranche Two \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	3 years
Performance period	3 years
Market-Based Restricted Stock Units \| Tranche Two \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	4 years
Performance period	4 years
2019 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock based compensation awards issued (in shares)	500,000
Percentage of shares issued and outstanding	1.00%

Allowance for Credit Losses (Tables)

12 Months Ended

Dec. 31, 2023

Credit Loss [Abstract]

Schedule change in the allowance for credit losses

The change in the allowance for credit losses during the years ended December 31, 2022 and 2023 were as follows:


(In thousands)
Balance at December 31, 2021	$	1,419
Provision	517
Write-offs	(334)
Net foreign currency translation	(2)
Balance at December 31, 2022	1,600
Provision	286
Write-offs	(350)
Net foreign currency translation	—
Balance at December 31, 2023	$	1,536

Property and Equipment, net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, net

The following table presents the major classes of property and equipment, net, as of December 31, 2023 and 2022:


		December 31,
(In thousands)	Useful Life (in years)	2023		2022
Office equipment and software	3-5	$	8,574	$	14,451
Leasehold improvements	10	7,459		9,927
Furniture and fixtures	5	3,658		4,260
Capitalized software	3	12,560		4,007
Total		32,251		32,645
Accumulated depreciation		(13,529)		(19,964)
Property and equipment, net		$	18,722	$	12,681

Depreciation expense was $3.7 million, $2.9 million, and $3.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. Depreciation expense includes cost of sales depreciation expense directly related to delivering cloud subscription revenue of $1.1 million, $0, and $0 for the years ended December 31, 2023, 2022, and 2021, respectively. Costs are recorded in "Cost of goods sold - Services and other" on the consolidated statements of operations.

In conjunction with the Company's Chicago office lease abandonment (see Note 20, Restructuring and Other Related Charges), write-offs of $0.6 million for leasehold improvements and $0.1 million for office equipment and software were recorded in "Restructuring and other related charges" on the consolidated statements of operations during the three months ended June 30, 2023.

Due to the Company's Brussels office lease termination (see Note 20, Restructuring and Other Related Charges), $0.6 million of leasehold improvements were written off and recorded in "Restructuring and other related charges" on the consolidated statements of operations during the three months ended September 30, 2023.

Restructuring and Other Related Charges - Narrative (Details) $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) employee	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and other related charges			$ 17,311	$ 13,310	$ 0
Contract termination fees			5,015	3,596	0
Write-off of property and equipment, net			2,728	3,828	0
Capitalized software
Restructuring Cost and Reserve [Line Items]
Write-off of property and equipment, net	$ 1,500
Dealflo Limited \| Customer relationships
Restructuring Cost and Reserve [Line Items]
Impairment of intangible assets				3,800
Employee Costs
Restructuring Cost and Reserve [Line Items]
Severance Costs			$ 11,700	9,500
Number of employees eliminated \| employee			270
Restructuring liability, current			$ 2,600
Restructuring liability, noncurrent			500
Contract termination fees			3,130	3,596	0
Real Estate Rationalization
Restructuring Cost and Reserve [Line Items]
Restructuring liability, current			1,200
Restructuring liability, noncurrent			700
Contract termination fees			1,885	0	$ 0
Real Estate Rationalization \| Chicago Office
Restructuring Cost and Reserve [Line Items]
Contract termination fees			1,400
Gain (loss) on rent concession and tenant improvement allowances			300
Write-off of property and equipment, net		$ 700
Real Estate Rationalization \| Brussels Office
Restructuring Cost and Reserve [Line Items]
Contract termination fees			300
Gain (loss) on rent concession and tenant improvement allowances			(100)
Write-off of property and equipment, net		$ 600
Vendor Rationalization
Restructuring Cost and Reserve [Line Items]
Payments for restructuring			1,200
Settlement Costs \| Brussels Office
Restructuring Cost and Reserve [Line Items]
Restructuring liability, noncurrent			200
Plan
Restructuring Cost and Reserve [Line Items]
Restructuring and other related charges			$ 17,300	$ 13,300

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Intercompany dividend income	$ 0	$ 0	$ 0
Statutory tax rate percentage	21.00%	21.00%	21.00%
Deferred tax assets, valuation allowance	$ 47,844	$ 39,177
Increase in valuation allowance	8,500	4,400
Accrued interest or penalties for income tax liabilities	100	100	$ 100
Unrecognized tax benefits	0	$ 0	$ 512	$ 500
Uncertain tax positions that would impact of effective tax rate	$ 0

- Definition

Amount of operating dividend income on securities.

+ References + Details

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of assets that are measured at fair value on a recurring basis

The following tables summarize the Company’s financial assets by level in the fair value hierarchy, which are measured at fair value on a recurring basis, as of December 31, 2023 and 2022:


			Fair Value Measurement at Reporting Date Using
(In thousands)	December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:



Money Market Funds	$	8,496	$	8,496	$	—	$	—


			Fair Value Measurement at Reporting Date Using
(In thousands)	December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:

Corporate Notes / Bonds	$	2,328	$	—	$	2,328	$	—
Commercial Paper	$	6,743	$	—	$	6,743	$	—
Money Market Funds	$	48,623	$	48,623	$	—	$	—

Summary of Significant Accounting policies - Revenue Recognition (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Professional services and other
Equity Method Investments
Percent of total	1.00%	2.00%	5.00%

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets
Amortization	$ 2.8	$ 4.1	$ 5.9
Cloud Subscription Agreements
Finite-Lived Intangible Assets
Amortization expense directly related to generating revenue	$ 0.4	0.0	$ 0.0
Customer relationships \| Dealflo Limited
Finite-Lived Intangible Assets
Impairment of intangible assets		$ 3.8

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	Chicago, IL
Auditor Firm ID	185

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

The fair values of cash equivalents, accounts receivables, and accounts payable approximate their carrying amounts due to their short duration. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing base upon its own market assumptions.

The estimated fair value of financial instruments has been determined by using available market information and appropriate valuation methodologies, as defined in ASC 820, Fair Value Measurements. The fair value hierarchy consists of the following three levels:

•Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities.

•Level 2 – Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived primarily from or corroborated by observable market data.

•Level 3 – Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.

The following tables summarize the Company’s financial assets by level in the fair value hierarchy, which are measured at fair value on a recurring basis, as of December 31, 2023 and 2022:


			Fair Value Measurement at Reporting Date Using
(In thousands)	December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:



Money Market Funds	$	8,496	$	8,496	$	—	$	—


			Fair Value Measurement at Reporting Date Using
(In thousands)	December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:

Corporate Notes / Bonds	$	2,328	$	—	$	2,328	$	—
Commercial Paper	$	6,743	$	—	$	6,743	$	—
Money Market Funds	$	48,623	$	48,623	$	—	$	—

The Company classifies its investments in debt securities as available-for-sale. The Company reviews available-for-sale debt securities for impairments related to losses and other factors each quarter. The unrealized gains and losses on the available-for-sale debt securities were not material as of December 31, 2023 and 2022. The Company did not have any financial liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022.

The Company’s non-financial assets and liabilities, which include goodwill and long-lived assets held and used, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required, the Company would evaluate the non-financial assets and liabilities for impairment. If an impairment was to occur, the asset or liability would be recorded at its estimated fair value.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Leases - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Oct. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Initial term of lease	12 months
Weighted average remaining lease term	5 years 3 months 18 days
Weighted-average discount rate	5.00%
Contract termination fees	$ 5,015		$ 3,596	$ 0
Operating lease liabilities, noncurrent	6,824		8,442
Term of contract		9 years
Total lease payments		$ 1,300
Real Estate Rationalization
Lessee, Lease, Description [Line Items]
Contract termination fees	1,885		$ 0	$ 0
Chicago Office \| Real Estate Rationalization
Lessee, Lease, Description [Line Items]
Contract termination fees	1,400
Operating lease liabilities, noncurrent	700
Gain (loss) on rent concession and tenant improvement allowances	300
Brussels Office \| Real Estate Rationalization
Lessee, Lease, Description [Line Items]
Contract termination fees	300
Gain (loss) on rent concession and tenant improvement allowances	$ (100)
Minimum
Lessee, Lease, Description [Line Items]
Renewal terms to extend the lease	1 year
Maximum
Lessee, Lease, Description [Line Items]
Renewal terms to extend the lease	5 years

Revenue - Contract balances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Contract balances
Receivables, inclusive of trade and unbilled	$ 64,387	$ 65,132
Contract Assets (current and non-current)	5,322	4,642
Contract Liabilities (Deferred Revenue current and non-current)	73,483	$ 70,907
Contract liabilities increase due to annual renewals	$ 62,100
Minimum
Contract balances
The amount of time contract assets are transferred to receivables	2 years
Maximum
Contract balances
The amount of time contract assets are transferred to receivables	5 years

Earnings per Common Share - Details of earnings per share calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net loss	$ 441	$ (4,133)	$ (17,751)	$ (8,356)	$ (3,097)	$ (7,201)	$ (9,350)	$ 5,214	$ (29,799)	$ (14,434)	$ (30,584)
Weighted average common shares outstanding:
Basic (in shares)									40,193	40,143	39,614
Incremental shares with dilutive effect:
Restricted stock awards (in shares)									0	0	0
Diluted (in shares)									40,193	40,143	39,614
Basic (in dollars per share)	$ 0.01	$ (0.10)	$ (0.44)	$ (0.21)	$ (0.08)	$ (0.18)	$ (0.23)	$ 0.13	$ (0.74)	$ (0.36)	$ (0.77)
Diluted (in dollars per share)	$ 0.01	$ (0.10)	$ (0.44)	$ (0.21)	$ (0.08)	$ (0.18)	$ (0.23)	$ 0.13	$ (0.74)	$ (0.36)	$ (0.77)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Income Taxes - Provision for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ 2	$ 122	$ (11)
State	54	32	(23)
Foreign	2,473	1,665	2,478
Total current	2,529	1,819	2,444
Deferred:
Federal	361	(349)	3,774
State	(47)	35	(3)
Foreign	(357)	1,236	(1,774)
Total deferred	(43)	922	1,997
Total	$ 2,486	$ 2,741	$ 4,441

Employee Benefit Plans

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Employee Benefit Plans

U.S. Plan

The Company maintains a defined contribution pension plan for U.S. employees established pursuant to Section 401(k) of the Internal Revenue Code. The plan allows voluntary employee contributions and discretionary employer contributions. For the years ended December 31, 2023, 2022, and 2021, the Company expensed contributions of $0.6 million, $0.5 million, and $0.2 million, respectively.

Non-U.S. Plans

The Company is subject to national mandatory pension systems and other compulsory plans, or makes contributions to social pension funds based on local regulations. When the Company's obligation is limited to the payment of the contribution into these plans or funds, the recognition of such liabilities is not required.

In addition, the Company has, in some countries, defined benefit plans consisting of final retirement salary and committed pension payments.

In Switzerland, the pension plan is a cash balance plan where contributions are expressed as a percentage of the pensionable salary. Contributions to Swiss plans are paid by the employees and the employer. The pension plan guarantees the amount accrued on the members’ savings accounts, as well as a minimum interest on those savings accounts. The plan assets are held in guaranteed investment contracts.

The Company also maintains a pension plan for Belgian employees, in compliance with Belgian law. Contributions to Belgium plans are paid by the employees and the employer. Certain features of the plans require them to be categorized as defined benefit plans under ASC 715 due to Belgian social legislation, which prescribes a minimum annual return of 1.8% on employer contributions and 1.8% for employee contributions. The plan assets are held in guaranteed investment contracts.

The Company also includes a liability related to obligations to provide retirement benefits to employees who retire from the Company’s French subsidiary, as required by law. Per French regulations, each employee is entitled to a lump

sum payment upon retirement based on years of service and salary at retirement. Benefit rights vest upon the statutory retirement age of 62. The obligation recorded represents the present value of amounts the Company expects to pay.

Components of net periodic pension cost included in earnings:


	Years Ended December 31,
(In thousands)	2023		2022		2021
Service cost (gross)	$	879	$	1,107	$	1,587
Interest cost	560		138		53
Expected return on plan assets	(358)		(288)		(302)
Amortization of unrecognized actuarial gain	(265)		(90)		(12)
Net periodic pension cost	$	816	$	867	$	1,326

The net unfunded status of the Non-U.S. pension plans as of December 31, 2023 and 2022, is as follows:


	December 31,
(In thousands)	2023		2022
Fair value of plan assets	$	16,460	$	15,415
Projected benefit obligation	(19,014)		(17,715)
Net unfunded benefit obligation	$	(2,554)	$	(2,300)

Net unfunded benefit obligation is recorded as other long-term liabilities in the consolidated balance sheets.

The change in the fair value of plan assets is as follows:


	Years Ended December 31,
(In thousands)	2023		2022
Fair value of plan assets at January 1	$	15,415	$	17,394
Employee contributions	406		437
Actual return on plan assets	461		(288)
Benefits (paid), net of transfers	(1,487)		(2,361)
Employer contributions	864		911
Foreign exchange adjustment	801		(678)
Fair value of plan assets at December 31	$	16,460	$	15,415

The change in benefit obligations is as follows:


	Years Ended December 31,
(In thousands)	2023		2022
Benefit obligations at January 1	$	17,715	$	24,855
Gross service cost	879		1,107
Interest cost	560		138
Employee contributions	406		437
Actuarial (gains)/losses	313		(4,676)
Benefits (paid), net of transfers	(1,487)		(2,361)
Curtailments & settlements	(285)		(799)
Foreign exchange adjustment	913		(986)
Benefit obligations at December 31	$	19,014	$	17,715

The increase in benefit obligations at December 31, 2023 compared to December 31, 2022 was primarily driven by actuarial gains and foreign exchange adjustments, the strengthened Euro and Swiss Franc currencies, offset by benefits paid. The decrease in benefit obligations at December 31, 2022 compared to December 31, 2021 was primarily driven by benefits paid, actuarial gains and foreign exchange adjustments, driven by the weakened Euro and Swiss Franc currencies.

The Company's investment policy meets the responsibility under local social legislation and aligns plan assets with liabilities, while minimizing risk. For the years ended December 31, 2023 and 2022, plan assets are invested in guaranteed investment contracts. Fair value of guaranteed investment contracts is surrender value. Fair value for the year ended December 31, 2023 was determined using Level 3 inputs as defined by ASC 820, Fair Value Measurements. Changes in plan assets are attributable to benefit payments and contributions as the Company has not actively traded assets during the years ended December 31, 2023 and 2022.

Other

The accumulated benefit obligation for the plans were $17.8 million and $16.8 million as of December 31, 2023 and 2022, respectively.

The Company expects to pay approximately $0.8 million of contributions over the next twelve months.

The amounts reclassified out of other comprehensive income during the years ended December 31, 2023, 2022, and 2021 were not material.

Actuarial Assumptions

Certain actuarial assumptions such as the discount rate and the long-term rate of return on plan assets have a significant effect on the amounts reported for net periodic cost and the benefit obligation. The assumed discount rates reflect the prevailing market rates of a universe of high-quality, non-callable, corporate bonds currently available that, if the obligation were settled at the measurement date, would provide the necessary future cash flows to pay the benefit obligation when due. In determining the long-term return on plan assets, the Company considers long-term rates of return of comparable low risk investments, such as Euro AA bonds.

The following range of assumptions between all plans were utilized in the pension calculations:


	December 31,
	2023			2022
	(%)
Discount rates	1.40	-	4.10	2.15	-	3.50
Inflation	1.25	-	2.20	1.25	-	2.20
Expected return on plan assets	2.00	-	2.50	2.00	-	2.50
Rate of salary increases	2.25	-	3.20	2.25	-	3.20

Projected future pension benefits as of December 31, 2023 (in thousands):


2024	$	479
2025	$	558
2026	$	1,146
2027	$	417
2028	$	503
Beyond	$	5,681

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Section 50
-Paragraph 1
-Subparagraph (o)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (29,799)	$ (14,434)	$ (30,584)
Other comprehensive loss
Cumulative translation adjustment, net of tax	3,689	(7,245)	(2,997)
Pension adjustment, net of tax	(222)	3,859	2,056
Unrealized gains (losses) on available-for-sale securities	4	18	(21)
Comprehensive loss	$ (26,328)	$ (17,802)	$ (31,546)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Revenue - Performance obligations (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Revenue
Future revenue related to current unsatisfied performance obligations	$ 92,437
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue
Future revenue related to current unsatisfied performance obligations	$ 49,644
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue
Future revenue related to current unsatisfied performance obligations	$ 23,894
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue
Future revenue related to current unsatisfied performance obligations	$ 14,138
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue
Future revenue related to current unsatisfied performance obligations	$ 4,761
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Accounts receivable, allowance for doubtful accounts	$ 1,536	$ 1,600
Stockholders' equity
Preferred stock, shares authorized (in shares)	500	500
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	75,000	75,000
Common stock, shares issued (in shares)	41,243	40,764
Common stock, shares outstanding (in shares)	37,519	39,726
Treasury stock, shares outstanding (in shares)	3,724	1,038

Segment Information (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Reconciliation of segment information to the totals reported in the accompanying consolidated financial statements


	Years Ended December 31,
(In thousands, except percentages)	2023			2022			2021
Digital Agreements
Revenue	$	50,925		$	48,401		$	40,551
Gross profit	$	37,742		$	37,488		$	29,557
Gross margin	74		%	77		%	73		%
Operating (loss) income (1)	$	(18,525)		$	5,348		$	(1,612)

Security Solutions
Revenue	$	184,181		$	170,605		$	173,930
Gross profit	$	119,974		$	111,082		$	113,378
Gross margin	65		%	65		%	65		%
Operating income (2)	$	60,190		$	32,051		$	35,395

Total Company:
Revenue	$	235,106		$	219,006		$	214,481
Gross profit	$	157,715		$	148,570		$	142,935
Gross margin	67		%	68		%	67		%

Statements of operations reconciliation:
Segment operating income	$	41,665		$	37,399		$	33,783
Corporate operating expenses not allocated at the segment level	70,536			64,514			59,911
Operating loss	$	(28,871)		$	(27,115)		$	(26,128)
Interest income, net	2,090			595			(1)
Other income (expense), net	(532)			14,827			(14)
Loss before income taxes	$	(27,313)		$	(11,693)		$	(26,143)

(2) Security Solutions operating income includes $0, $1.8 million, and $3.3 million of amortization of intangible assets expense for the years ended December 31, 2023, 2022, and 2021, respectively.

Information regarding geographic areas


	Years Ended December 31,
	2023				2022				2021
(In thousands)	Digital Agreements		Security Solutions		Digital Agreements		Security Solutions		Digital Agreements		Security Solutions
Subscription (1)	$	45,886	$	60,550	$	42,029	$	47,124	$	33,283	$	35,224
Maintenance and support	4,143		42,240		5,451		42,894		5,709		45,567
Professional services and other (2)	896		5,425		921		7,087		1,494		13,703
Hardware products	—		75,966		—		73,500		65		79,436
Total Revenue	$	50,925	$	184,181	$	48,401	$	170,605	$	40,551	$	173,930

(1) Subscription includes cloud and on-premises subscription revenue, previously referred to as “subscription” and “term-based software licenses”, respectively.


(In thousands)
	Europe, Middle East, Africa (EMEA)		Americas		Asia Pacific		Total
2023
Revenue	$	111,568	$	80,057	$	43,481	$	235,106
Gross profit	$	74,843	$	53,704	$	29,168	$	157,715
Long-lived assets	$	5,783	$	18,795	$	315	$	24,893

2022
Revenue	$	100,298	$	77,740	$	40,968	$	219,006
Gross profit	$	68,040	$	52,738	$	27,792	$	148,570
Long-lived assets	$	4,856	$	15,270	$	577	$	20,703

2021
Revenue	$	104,878	$	68,646	$	40,957	$	214,481
Gross profit	$	69,893	$	45,747	$	27,295	$	142,935
Long-lived assets	$	5,978	$	13,634	$	342	$	19,954

Quarterly Results of Operations (unaudited)

12 Months Ended

Dec. 31, 2023

Quarterly Financial Information Disclosure [Abstract]

Quarterly Results of Operations (unaudited)

The quarterly results of operations are summarized in the following select income statement line items (in thousands, except per share data):


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2023
Total revenues	$	57,607	$	55,733	$	58,838	$	62,928
Gross profit	$	39,286	$	34,294	$	40,669	$	43,466
Operating costs	$	47,416	$	52,058	$	45,463	$	41,649
Operating income (loss)	$	(8,130)	$	(17,764)	$	(4,794)	$	1,817
Provision (benefit) for income taxes	$	689	$	601	$	279	$	917
Net income (loss)	$	(8,356)	$	(17,751)	$	(4,133)	$	441
Net income/(loss) per share:
Basic	$	(0.21)	$	(0.44)	$	(0.10)	$	0.01
Diluted	$	(0.21)	$	(0.44)	$	(0.10)	$	0.01

2022
Total revenues	$	52,447	$	52,790	$	57,147	$	56,622
Gross profit	$	36,678	$	35,506	$	38,431	$	37,955
Operating costs	$	45,921	$	43,744	$	44,056	$	41,964
Operating income (loss)	$	(9,243)	$	(8,238)	$	(5,625)	$	(4,009)
Provision (benefit) for income taxes	$	1,173	$	472	$	600	$	496
Net income (loss)	$	5,214	$	(9,350)	$	(7,201)	$	(3,097)
Net income/(loss) per share:
Basic	$	0.13	$	(0.23)	$	(0.18)	$	(0.08)
Diluted	$	0.13	$	(0.23)	$	(0.18)	$	(0.08)

Revenue - Costs of obtaining a contract (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Amortization period	7 years
Capitalized costs to obtain contracts, current	$ 3,503	$ 2,929
Capitalized costs to obtain contracts, non-current	10,766	10,571
Amortization of capitalized costs to obtain contracts	3,122	2,404
Impairments of capitalized costs to obtain contracts	$ 0	$ 0

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents are high-quality short-term money market instruments and commercial paper with maturities at acquisition of three months or less. Cash and cash equivalents are held by a number of U.S. and non-U.S. commercial banks and money market investment funds. The Company is party to lease agreements that require letters of credit and guarantees to secure the obligations which totaled $0.9 million and $1.1 million at December 31, 2023 and 2022, respectively. Additionally, the Company maintained a cash guarantee with a payroll vendor in the amount of $0.1 million at both December 31, 2023 and 2022. The restricted cash related to the letters of credit and guarantees is recorded in "Restricted cash" on the consolidated balance sheets. Short-Term Investments The Company’s short-term investments are in debt securities which consist of U.S. treasury bills and notes, U.S. government agency notes, corporate notes, and high-quality commercial paper with maturities at acquisition of more than three months and less than twelve months. The Company classifies its investments in debt securities as available-for-sale. In accordance with Accounting Standards Update "ASU" No. 2016-13, credit impairments are recorded through an allowance and are recorded through a charge to the consolidated statement of operations. Unrealized gains or losses not related to credit impairments are recorded in “Accumulated other comprehensive loss” on the consolidated balance sheets. The Company reviews available-for-sale debt securities for impairments related to credit losses and other factors each quarter. In 2023, the Company liquidated its short-term investments, which had a balance of $0 and $2.3 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the unrealized gains and losses were not material. Credit Losses Reasonable assurance of collection is a requirement for revenue recognition. Credit limit adjustments for existing customers may result from the periodic review of outstanding accounts receivable. The Company records trade accounts receivable at invoice values, which are generally equal to fair value. In accordance with accounting standards updates ("ASU") No. 2016-13, the Company evaluates its allowance based on expected losses rather than incurred losses, which is known as the current expected credit loss (“CECL”) model. The allowance is determined using the loss rate approach and is measured on a collective (pool) basis when similar risk characteristics exist. Where financial instruments do not share risk characteristics, they are evaluated on an individual basis. The allowance is based on relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Fair Value of Financial Instruments At December 31, 2023 and 2022, the Company's financial instruments were cash and cash equivalents, restricted cash, short-term investments, accounts receivable, accounts payable, and accrued liabilities. The estimated fair value of financial instruments has been determined by using available market information and appropriate valuation methodologies, as defined in Accounting Standards Codification "ASC" 820, Fair Value Measurements. The fair values of the financial instruments were not materially different from their carrying amounts at December 31, 2023 and 2022. See Note 10, Fair Value Measurements, for additional detail. Inventories Inventories, consisting principally of hardware and component parts, are stated at the lower of cost or net realizable value. Cost is determined using the first-in-first-out (FIFO) method. The Company writes down inventory when it appears that the carrying cost of the inventory may not be recovered through subsequent sale of the inventory. The Company analyzes the quantity of inventory on hand, the quantity sold in the past year, the anticipated sales volume in the form of sales to new customers as well as sales to previous customers, the expected sales price and the cost of making the sale when evaluating the valuation of inventory. If the sales volume or sales price of a specific model declines significantly, additional write downs may be required. Property and Equipment, net Property and equipment, net, is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets ranging from three to ten years. Leasehold improvements are depreciated over the lesser of the remaining lease term or ten years. Additions and improvements are capitalized, while expenditures for maintenance and repairs are charged to operations as incurred. Gains or losses resulting from sales or retirements are recorded as incurred, at which time related costs and accumulated depreciation are removed from the accounts. Accounting for Leases All of the Company's leases are operating leases. The Company records leases in accordance with ASC Topic 842, Leases. The Company elected the following practical expedients: •The package of practical expedients permitted under the transition guidance within the new standard. The practical expedient package applies to leases commenced prior to adoption of the new standard and permits companies not to reassess whether existing or expired contracts contain a lease, the lease classification, and any initial direct costs for existing leases. •The short-term lease practical expedient, which allowed the Company to exclude short-term leases from recognition in the consolidated balance sheets; •The Company has lease agreements that contain lease and non-lease components. For automobile leases, lease and non-lease components are accounted for together. For office leases, the components are accounted for separately using a relative standalone selling basis; and •The Company applies the portfolio approach to automobile leases with similar characteristics that commence in the same period. The difference between the asset and liability is a result of lease incentives, such as tenant improvement allowances, and deferred rent on the consolidated balance sheet at transition. See Note 12, Leases, for additional information. Goodwill Goodwill represents the excess of purchase price over the fair value of net identifiable assets acquired in a business combination. The Company assesses the impairment of goodwill annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The annual impairment test date is October 1. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative assessment includes comparing the overall financial performance of the reporting unit against the planned results. Additionally, the reporting unit’s fair value is assessed in light of certain events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and reporting unit specific events. The selection and assessment of qualitative factors used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant judgments. If it is determined under the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the estimated fair value of the reporting unit is compared with its carrying value. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. As a result of the transformation plan and new reportable operating segments, the Company allocated the goodwill balance to each of its reporting units and respective reportable operating segments on May 17, 2022. Prior to the transformation plan, the Company operated under one reporting unit. See Note 1, Description of the Company and Basis of Presentation, for additional information. No goodwill impairment was recorded during the years ended December 31, 2023, 2022, and 2021. Long-Lived and Intangible Assets Finite-lived intangible assets include proprietary technology, customer relationships, and other intangible assets. Intangible assets other than patents with indefinite lives are amortized over the useful life, generally three to seven years for proprietary technology and five to twelve years for customer relationships. Patents are amortized over the life of the patent which is generally 20 years in the U.S. Intangible assets arising from business combinations, such as acquired technology, customer relationships, and other intangible assets, are originally recorded at fair value. Long-lived assets, including property, plant and equipment, operating lease right-of-use assets, finite-lived intangible assets being amortized and capitalized software costs for internal use, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset group may not be recoverable. An impairment loss shall be recognized if the carrying amount of a long-lived asset group exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived asset group exceeds its fair value. Long-lived assets held for sale are reported at the lower of carrying value or fair value less cost to sell. Equity Method Investment On January 31, 2022, the Company sold its equity interest in Promon AS (Promon) for $18.9 million and recorded the gain on sale of $14.8 million in “Other income (expense), net”, on the consolidated statement of operations for the year ended December 31, 2022. Promon is a technology company headquartered in Norway that specializes in mobile app security, whose solutions focus largely on Runtime Application Self-Protection (RASP). Prior to January 31, 2022, the Company held a 17% interest in Promon and applied the equity method of accounting to its investment in Promon because it exercised significant influence on, but did not hold a controlling interest in, the investee. Under the equity method of accounting, the Company’s proportionate share of the net earnings (losses) of Promon was reported in “Other income (expense), net”, on the consolidated statements of operations. The impact of the proportionate share of net earnings (losses) was immaterial for the years ended December 31, 2022 and 2021, as were the relative size of Promon’s assets and operations in relation to the Company’s. The Company intends to continue to purchase and integrate Promon’s RASP technology into its customer software solutions. Share Repurchase Program On May 12, 2022, the Board of Directors adopted a stock repurchase program (the "2022 stock repurchase program") under which the Company is authorized to repurchase up to $50.0 million of its issued and outstanding common stock. Share purchases under the program will take place in open market transactions, privately negotiated transactions or tender offers, and may be made from time to time depending on market conditions, share price, trading volume, and other factors. The timing of the repurchases and the amount of stock repurchased in each transaction is subject to OneSpan’s sole discretion and will depend upon market and business conditions, applicable legal and credit requirements and other corporate considerations. The authorization is effective until May 11, 2024 unless the total amount has been used or authorization has been cancelled. In December 2023, the Company repurchased 2,380,834 shares of its issued and outstanding common stock pursuant to a modified “Dutch auction” tender offer conducted under the 2022 stock repurchase program (the "Tender Offer"). The purchase price paid for these shares was $10.50, or an aggregate cost of approximately $25.0 million, excluding fees and expenses related to the Tender Offer. During the year ended December 31, 2023, the Company repurchased 2.7 million shares of the Company’s stock for $29.2 million in the aggregate, both in open market transactions and pursuant to the Tender Offer, at an average cost of $10.62 per share under its repurchase program. As of December 31, 2023, approximately $15.8 million remained available for potential future repurchases under the repurchase program. Revenue Recognition The Company records revenue in accordance with ASC Topic 606 "Revenue from Contracts with Customers". We determine revenue recognition through the following steps: •Identification of the contract, or contracts, 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; and •Recognition of revenue when, or as, we satisfy a performance obligation. Revenues are recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services, which excludes any sales incentives and amounts collected on behalf of third parties. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight before control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in "Cost of goods sold". Nature of Goods and Services The Company derives our revenues primarily from product and license revenue, which includes hardware products and on-premises subscription revenue, and services and other, which is inclusive of cloud subscription revenue, maintenance and support, and professional services. Subscription: Subscription includes cloud and on-premises subscription revenue, previously referred to as “subscription” and “term-based software licenses”, respectively. Cloud subscription revenues are generated from the Company's Digital Agreements and Security Solutions service offerings. Standard customer arrangements do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. As such, these arrangements are considered service contracts and revenue is recognized ratably over the service period of the contract. Customer payments are normally in advance for annual service. Revenue from the sale of on-premises subscription revenue is recorded upon delivery which is the latter of when the customer receives the ability to access the software or when they are legally allowed to use the software. No significant obligations or contingencies exist with regard to delivery, customer acceptance or rights of return at the time revenue is recognized. The Company offers term licenses for on-premises subscription revenue ranging from one to five years in length. For term licenses, payments are either on installment or in advance. In limited circumstances, the Company integrates third-party software solutions into our software products. The Company has determined that, consistent with its conclusion under prior revenue recognition rules, generally the Company acts as the principal with respect to the satisfaction of the related performance obligation and records the corresponding revenue on a gross basis from these transactions. For transactions in which the Company does not act as the principal, the Company recognizes revenue on a net basis. The fees owed to the third parties are recognized as a component of cost of goods sold when the revenue is recognized. Maintenance and support: Maintenance and support agreements generally call for the Company to provide software updates and technical support, respectively, to customers. The annual fee for maintenance and technical support is recognized ratably over the term of the maintenance and support agreement as this is the period the services are delivered. Customer payments are normally in advance for annual service. Professional Services and other Revenue: Professional services revenues are primarily comprised of implementing, automating and extending business processes, technology infrastructure, and software applications. Professional services revenues are recognized over time as services are rendered, usually over a period of time that is generally less than a few months. Most projects are performed on a time and materials basis while a portion of revenues is derived from projects performed on a fixed fee. For time and material contracts, revenues are generally recognized and invoiced by multiplying the number of hours expended in the performance of the contract by the contractual hourly rates. For fixed fee contracts, revenues are generally recognized using an input method based on the ratio of hours expended to total estimated hours to complete the services. Customer payments normally correspond with delivery. Professional services and other includes perpetual software licenses revenue, which was approximately 1%, 2%, and 5% of total revenue for the years ended December 31, 2023, 2022, and 2021, respectively. Perpetual licenses grant the customer unlimited access to the software. Hardware products: Revenue from the sale of security hardware is recorded upon shipment, which is the point at which control of the goods are transferred and the performance obligations are completed, unless there are specific terms that would suggest control is transferred at a later date (e.g. delivery). No significant obligations or contingencies typically exist with regard to delivery, customer acceptance or rights of return at the time revenue is recognized. Customer invoices and subsequent payments normally correspond with delivery. The Company also enters into separate service agreements with certain hardware customers to perform distribution services. In these situations, revenue is recognized prior to physical delivery of a good (i.e. “bill-and-hold arrangements). The Company evaluates bill-and-hold arrangement, and records revenue accordingly when the following criteria is met: •The reason for the bill-and-hold arrangement is substantive; •The product is identified separately as belonging to the customer; •The product currently is ready for physical transfer to the customer; •The Company does not have the ability to use the product or to direct it to another customer. Multiple-Element Arrangements In the Company's typical multiple-element arrangement, the primary deliverables include: 1.A client component (i.e. an item that is used by the person being authenticated in the form of either a new standalone hardware device or software that is downloaded onto a device that the customer already owns); 2.Server system software that is installed on the customer’s systems (i.e. software on the server system that verifies the identity of the person being authenticated) or licenses for additional users on the server system software if the server system software had been installed previously; and 3.Post contract support (PCS) in the form of maintenance on the server system software or support. The Company's multiple-element arrangements may also include other items that are usually delivered prior to the recognition of any revenue and are incidental to the overall transaction such as initialization of the hardware device, customization of the hardware device itself or the packaging in which it is delivered, deployment services where the Company delivers the device to its customer’s end-use customer or employee and, in some limited cases, professional services to assist with the initial implementation of a new customer. Significant Judgments The Company enters into contracts to deliver a combination of hardware devices, software licenses, subscriptions, maintenance and support and, in some situations, professional services. The Company evaluates the nature of the goods or services promised in these arrangements to identify the distinct performance obligations. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment depending on the terms and conditions of the respective customer arrangement. When a hardware client device and licenses to server software are sold in a contract, they are treated as a single performance obligation because the software license is deemed to be a component of the hardware that is integral to the functionality of the hardware that is used by customers for identity authentication. When a software client device is sold in a contract server software, the licenses are considered a single performance obligation to deliver the authentication solution to the customer. In either of these types of arrangements, maintenance and support and professional services are typically distinct separate performance obligations from the hardware or software solutions. Contracts to deliver subscription services typically do not include multiple performance obligations; however, in certain limited cases customers may purchase professional services that are distinct performance obligations. For contracts that contain multiple performance obligations, the transaction price is allocated to the separate performance obligations based on their estimated relative standalone selling price. Judgment is required to determine the stand-alone selling price (“SSP”) of each distinct performance obligation. We determine SSP for maintenance and support and professional services based on observable inputs; specifically, the range of prices charged to customers to renew annual maintenance and support contracts and the range of hourly rates we charge customers in standalone professional services contracts. In instances where SSP is not directly observable, and when we sell at a highly variable price range, such as for transactions involving cloud and on-premise subscription-based licenses or hardware, we determine the SSP for those performance obligations using the residual approach. Cost of Goods Sold Cost of goods sold related to product and license include direct product costs and direct costs, including personnel costs, production costs, and freight costs. Cost of goods sold related to service and other revenues are primarily costs related to cloud subscription solutions, including personnel, equipment costs, and capitalized software costs and internal professional services and maintenance support. Research and Development Costs As part of the 2022 strategic plan, the Company began investing in its Digital Agreements operating segment for accelerated growth. In conjunction with expanded research and development activities to grow the Company’s transaction-cloud platform and Digital Agreements product offerings, the Company began capitalizing certain costs incurred in connection with obtaining or developing internal-use software during the year ended December 31, 2022. These costs include payroll and payroll-related costs for employees who are directly associated with the internal-use software projects, external direct costs of materials and services costs while developing the software. Capitalized software costs are included in “Property and equipment, net” on the consolidated balance sheets and are depreciated using the straight-line method over the estimated life of three years. Capitalization of such costs ceases when the project is substantially complete and ready for its intended purpose. Costs incurred during the preliminary project and post-implementation stages, as well as software maintenance and training costs, are expensed in the period in which they are incurred. Other costs for research and development, principally the design and development of hardware, and the design and development of software prior to the determination of technological feasibility, are expensed as incurred on a project-by-project basis. The Company capitalized $10.1 million and $4.0 million of internal-use software during the years ended December 31, 2023 and 2022, respectively. Stock-Based Compensation The Company has stock-based employee compensation plans, described in Note 15, Stock Compensation Plans. ASC 718, Stock Compensation, requires the Company to estimate the fair value of restricted stock granted to employees, directors and others to record compensation expense equal to the estimated fair value. Compensation expense is recorded on a straight-line basis over the vesting period for time-based awards and performance and market-based awards with cliff vesting provisions and on a graded basis for performance and market-based awards with graded vesting provisions. Forfeitures are recorded as incurred. Retirement Benefits The Company records annual expenses relating to defined benefit pension plans based on calculations which include various actuarial assumptions, including discount rates, assumed asset rates of return, compensation increases, and turnover rates. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends. The effects of gains, losses, and prior service costs and credits are amortized over the average service life. The funded status, or projected benefit obligation less plan assets, for each plan, is reflected in the consolidated financial statements using a December 31 measurement date. Other Income (Expense), net Other income (expense), net, consists primarily of exchange gains (losses) on transactions that are denominated in currencies other than the Company’s subsidiaries’ functional currencies, subsidies received from foreign governments in support of the Company's research and development in those countries and other miscellaneous non-operational income and expenses. Income Taxes The Company calculates and provides for income taxes in each tax jurisdiction in which it operates. The provision for income taxes includes the amounts payable or refundable for the current year, the effect of deferred taxes and impacts from uncertain tax positions. The Company’s provision for income taxes is significantly affected by shifts in the geographic mix of its pre-tax earnings across tax jurisdictions, changes in tax laws and regulations, and tax planning opportunities available in each tax jurisdiction. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and tax bases of the Company's assets and liabilities and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which those differences are expected to be recovered or settled. Valuation allowances are established for deferred tax assets when it is more likely than not that a tax benefit will not be realized. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities and in income in the period that includes the enactment date. The Company recognizes tax benefits for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company's income tax returns that do not meet these recognition and measurement standards. Assumptions, judgments, and the use of estimates are required in determining whether the “more-likely-than-not” standard has been met when developing the provision for income taxes. The Company recognizes the tax impact of including certain foreign earnings in U.S. taxable income as a period cost. The Company has recognized deferred income taxes for local country income and withholding taxes that could be incurred on distributions of non-U.S. earnings because management does not plan to indefinitely reinvest such earnings. The Company monitors for changes in tax laws and reflect the impacts of tax law changes in the period of enactment. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the specified effective date. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. Public business entities are required to adopt for annual fiscal periods beginning after December 31, 2024 and early adoption is permitted. The Company is evaluating the impact the adoption of this guidance will have on its consolidated financial statements and related disclosures.

Leases - Operating lease costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Total net operating lease costs	$ 2,770	$ 3,297	$ 4,069
Building rent
Lessee, Lease, Description [Line Items]
Total net operating lease costs	1,638	2,117	2,564
Automobile rentals
Lessee, Lease, Description [Line Items]
Total net operating lease costs	$ 1,132	$ 1,180	$ 1,505

Segment Information - Information Regarding Geographic Areas (Details) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment									2
Geographic, Customer and Supplier Information
Revenue	$ 62,928	$ 58,838	$ 55,733	$ 57,607	$ 56,622	$ 57,147	$ 52,790	$ 52,447	$ 235,106	$ 219,006	$ 214,481
Subscription
Geographic, Customer and Supplier Information
Revenue									$ 106,436	$ 89,153	$ 68,507
Professional services and other
Geographic, Customer and Supplier Information
Percent of total									1.00%	2.00%	5.00%
Digital Agreements
Geographic, Customer and Supplier Information
Revenue									$ 50,925	$ 48,401	$ 40,551
Digital Agreements \| Subscription
Geographic, Customer and Supplier Information
Revenue									45,886	42,029	33,283
Digital Agreements \| Maintenance and support
Geographic, Customer and Supplier Information
Revenue									4,143	5,451	5,709
Digital Agreements \| Professional services and other
Geographic, Customer and Supplier Information
Revenue									896	921	1,494
Digital Agreements \| Hardware products
Geographic, Customer and Supplier Information
Revenue									0	0	65
Security Solutions
Geographic, Customer and Supplier Information
Revenue									184,181	170,605	173,930
Security Solutions \| Subscription
Geographic, Customer and Supplier Information
Revenue									60,550	47,124	35,224
Security Solutions \| Maintenance and support
Geographic, Customer and Supplier Information
Revenue									42,240	42,894	45,567
Security Solutions \| Professional services and other
Geographic, Customer and Supplier Information
Revenue									5,425	7,087	13,703
Security Solutions \| Hardware products
Geographic, Customer and Supplier Information
Revenue									$ 75,966	$ 73,500	$ 79,436

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party
Revenue	$ 62,928	$ 58,838	$ 55,733	$ 57,607	$ 56,622	$ 57,147	$ 52,790	$ 52,447	$ 235,106	$ 219,006	$ 214,481
Total cost of goods sold									77,391	70,436	71,546
Board Of Directors
Related Party
Revenue									1,100	700	$ 300
Related party receivable	1,100				1,000				1,100	1,000
Total cost of goods sold									1,300	1,200
Related party payable	$ 200				$ 200				$ 200	$ 200

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Allowance for Credit Losses

12 Months Ended

Dec. 31, 2023

Credit Loss [Abstract]

Allowance for Credit Losses

The change in the allowance for credit losses during the years ended December 31, 2022 and 2023 were as follows:


(In thousands)
Balance at December 31, 2021	$	1,419
Provision	517
Write-offs	(334)
Net foreign currency translation	(2)
Balance at December 31, 2022	1,600
Provision	286
Write-offs	(350)
Net foreign currency translation	—
Balance at December 31, 2023	$	1,536

- Definition

The entire disclosure for credit loss on financial instrument measured at amortized cost basis, net investment in lease, off-balance sheet credit exposure, and available-for-sale debt security.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481962/310-10-50-42

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 44
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481962/310-10-50-44

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479319/326-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479319/326-20-50-21

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479106/326-30-50-4

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479319/326-20-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
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-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479106/326-30-50-7

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-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479319/326-20-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479319/326-20-50-20

+ Details

Earnings per Common Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings per Common Share

Basic earnings per share is based on the weighted average number of shares outstanding and excludes the dilutive effect of common stock equivalents. Diluted earnings per share is based on the weighted average number of shares outstanding and includes the dilutive effect of common stock equivalents to the extent they are not anti-dilutive. Because the Company is in a net loss position for the years ended December 31, 2023, 2022 and 2021, diluted net loss per share for these periods exclude the effects of all common stock equivalents, which are anti-dilutive.

A reconciliation of the shares included in the basic and fully diluted earnings per share calculations is as follows:


	Years Ended December 31,
(In thousands, except per share data)	2023		2022		2021
Net loss	$	(29,799)	$	(14,434)	$	(30,584)
Weighted average common shares outstanding:
Basic	40,193		40,143		39,614
Incremental shares with dilutive effect:
Restricted stock awards	—		—		—
Diluted	40,193		40,143		39,614

Net loss per share:
Basic	$	(0.74)	$	(0.36)	$	(0.77)
Diluted	$	(0.74)	$	(0.36)	$	(0.77)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income from continuing operations before income taxes

Loss before income taxes was generated in the following jurisdictions:


	Years Ended December 31,
(In thousands)	2023		2022		2021
U.S.	$	(13,526)	$	(9,569)	$	(15,056)
Non-U.S.	(13,787)		(2,124)		(11,087)
Total	$	(27,313)	$	(11,693)	$	(26,143)

Provision for income taxes

The provision (benefit) for income taxes consists of the following:


	Years Ended December 31,
(In thousands)	2023		2022		2021
Current:
Federal	$	2	$	122	$	(11)
State	54		32		(23)
Foreign	2,473		1,665		2,478
Total current	2,529		1,819		2,444

Deferred:
Federal	361		(349)		3,774
State	(47)		35		(3)
Foreign	(357)		1,236		(1,774)
Total deferred	(43)		922		1,997
Total	$	2,486	$	2,741	$	4,441

Differences between income tax provisions and provisions for income taxes

The differences between the income tax provisions computed using the statutory federal income tax rate and the provisions for income taxes reported in the consolidated statements of operations are as follows:


	Years Ended December 31,
(In thousands)	2023		2022		2021
Expected tax at statutory rate	$	(5,736)	$	(2,456)	$	(5,490)
Foreign taxes at other rates	(213)		3,373		307
Valuation allowance changes	8,513		4,370		15,019
Global intangible low-taxed income inclusion	—		—		—
State income taxes, net of federal benefit	(170)		(322)		(811)
Uncertain tax positions	—		(515)		12
Research credits	(633)		(2,568)		(3,466)
Disallowed expenses and other	725		859		(1,130)
Total	$	2,486	$	2,741	$	4,441

Deferred income tax balances

Significant components of the Company's deferred tax assets and liabilities as of December 31, 2023 and 2022, are as follows:


	December 31,
(In thousands)	2023		2022
Deferred tax assets:
Stock and long-term compensation plans	$	1,515	$	923
Foreign NOL & other carryforwards	45,390		41,154
U.S. and state NOL carryforwards	7,866		5,654
Deferred revenue	650		863
Pension liability	531		498
Amortization and depreciation	1,626		526
Lease liability	2,383		2,641
Capitalized research and development	446		487
Accrued expenses and other	948		1,427
Total gross deferred tax assets	61,355		54,173
Less: Valuation allowance	(47,844)		(39,177)
Net deferred income tax assets	$	13,511	$	14,996

Deferred tax liabilities:
Accruals	$	367	$	319
Tax on unremitted foreign earnings	1,164		1,249
Right of use asset	2,095		2,531
Intangible assets	2,217		3,009
Tax on credits	3,689		3,736
Contract acquisition costs	3,325		3,448
Deferred tax liabilities	$	12,857	$	14,292

Net deferred tax assets	$	654	$	704

Summary of net operating loss carryforwards

At December 31, 2023, the Company had foreign and state net operating loss (NOL) carryforwards and other foreign deductible carryforwards as shown in the following table:


(In thousands)	Carryforward		Expiration
NOL Carryforward
Canada	$	44,461	2032-2043
United States	27,512		None
United Kingdom	10,543		None
Switzerland	20,127		2028-2029
Other foreign	5,779		None
Canada province	43,352		2032-2043
U.S. states	30,526		2025-2043
	$	182,300
Other Carryforwards
United States credit	$	1,277	2031-2033
Canada	44,357		None
Canada province	58,488		None
Capital loss	382		None
Canada credits	8,819		2033-2043
Canada province credits	3,677		2036-2043
	$	117,000

	$	299,300

Schedule of reserves for uncertain tax position


	December 31,
(In thousands)	2023		2022		2021
Reserve at beginning of year	$	—	$	512	$	500
Increases related to prior year tax positions	—		—		12
Decreases related to prior year tax positions	—		(512)		—

Settlement	—		—		—
Total	$	—	$	—	$	512

Summary of income tax examinations

The Company's primary tax jurisdictions and the earliest tax year subject to audit are presented in the following table.


Australia			2015
Austria			2017
Belgium			2019
Canada			2019
Netherlands			2018
Singapore			2018
Switzerland			2019
United Kingdom			2021
United States			2017

Segment Information - Narrative (Details)	12 Months Ended
Segment Information - Narrative (Details)	Dec. 31, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	2

Geographic, Customer and Supplier Information - Narrative (Details)	12 Months Ended
	Dec. 31, 2023 region customer factory	Dec. 31, 2022 customer	Dec. 31, 2021 customer
Major customers
Number of geographical regions \| region	3
China
Major customers
Number of independent factories	4
Romania
Major customers
Number of independent factories	1
Revenue Benchmark \| Customer Concentration Risk
Major customers
Number of customers \| customer	10	10	10
Revenue Benchmark \| Customer Concentration Risk \| Top Ten Customers
Major customers
Percentage of revenue contributed by customer	22.00%	23.00%	22.00%

Intangible Assets

12 Months Ended

Dec. 31, 2023

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

Intangible assets as of December 31, 2023 and 2022 consist of the following:


		December 31,
		2023				2022
(In thousands)	Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Acquired technology	3 to 7	$	43,869	$	42,712	$	42,022	$	41,894
Customer relationships	5 to 12	34,773		25,960		34,386		23,323
Patents and trademarks	10 to 20	13,103		12,241		13,518		12,227
Total		$	91,745	$	80,913	$	89,926	$	77,444

Amortization expense was $2.8 million, $4.1 million, and $5.9 million for the years ended December 31, 2023, 2022, and 2021, respectively. Amortization expense includes cost of sales amortization expense directly related to

delivering cloud subscription revenue of $0.4 million, $0, and $0 for the years ended December 31, 2023, 2022, and 2021, respectively. Costs are recorded in "Cost of goods sold - Services and other" on the consolidated statements of operations.

Certain intangible assets are denominated in local currencies and are subject to currency fluctuations.

During the year ended December 31, 2022, the Company performed an impairment review of the customer relationships intangible assets obtained in its 2018 acquisition of Dealflo Limited (“Dealflo”). The impairment review was triggered by the Company’s July 2022 notification to customers regarding its intent to gradually sunset its Dealflo solution in the months leading up to December 31, 2023. As a result, substantially all Dealflo solution customer contracts will terminate on or before December 31, 2023. The results of the impairment review indicated that the carrying value of the Dealflo customer relationships exceeded the fair value, and the Company recorded a $3.8 million impairment charge on the entire remaining value of the asset during the year ended December 31, 2022. The charge is included in “Restructuring and other related charges” on the consolidated statements of operations and is included in "Operating income" of the Security Solutions reportable operating segment.

There were no additional impairments of intangible assets recorded during the years ended December 31, 2023, 2022, and 2021.

The estimated future amortization expense of intangible assets as of December 31, 2023, is as follows:


2024	$	2,839
2025	2,806
2026	2,398
2027	2,124
2028	50
Thereafter	217
Subject to amortization	10,434
Trademarks	398
Total intangible assets	$	10,832

Property and Equipment, net (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Jun. 30, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property and Equipment
Total				$ 32,251	$ 32,645
Accumulated depreciation				(13,529)	(19,964)
Property and equipment, net				18,722	12,681
Depreciation expense				3,700	2,900	$ 3,000
Write-off of property and equipment, net				$ 2,728	3,828	0
Brussels Office \| Real Estate Rationalization
Property and Equipment
Write-off of property and equipment, net		$ 600
Minimum
Property and Equipment
Useful life (in years)				3 years
Maximum
Property and Equipment
Useful life (in years)				10 years
Office equipment and software
Property and Equipment
Total				$ 8,574	$ 14,451
Write-off of property and equipment, net			$ 100
Office equipment and software \| Minimum
Property and Equipment
Useful life (in years)				3 years	3 years
Office equipment and software \| Maximum
Property and Equipment
Useful life (in years)				5 years	5 years
Leasehold improvements
Property and Equipment
Useful life (in years)				10 years	10 years
Total				$ 7,459	$ 9,927
Write-off of property and equipment, net			$ 600
Furniture and fixtures
Property and Equipment
Useful life (in years)				5 years	5 years
Total				$ 3,658	$ 4,260
Capitalized software
Property and Equipment
Useful life (in years)				3 years	3 years
Total				$ 12,560	$ 4,007
Write-off of property and equipment, net	$ 1,500
Cloud Subscription Agreements
Property and Equipment
Depreciation expense directly related to generating revenue				$ 1,100	$ 0	$ 0

Summary of Significant Accounting Policies - Long-Lived and Intangible Assets (Details)	Dec. 31, 2023	Dec. 31, 2022
Patents
Impairment of Long-Lived and Intangible Assets
Estimated useful lives of assets	20 years
Capitalized software
Impairment of Long-Lived and Intangible Assets
Estimated useful lives of assets	3 years
Minimum \| Proprietary Technology
Impairment of Long-Lived and Intangible Assets
Estimated useful lives of assets	3 years
Minimum \| Customer relationships
Impairment of Long-Lived and Intangible Assets
Estimated useful lives of assets	5 years	5 years
Maximum \| Proprietary Technology
Impairment of Long-Lived and Intangible Assets
Estimated useful lives of assets	7 years
Maximum \| Customer relationships
Impairment of Long-Lived and Intangible Assets
Estimated useful lives of assets	12 years	12 years

Inventories, net - Summary of inventories, Net (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Component parts		$ 8,511	$ 6,762
Work-in-process and finished goods		7,042	5,292
Total		15,553	12,054
Inventory [Line Items]
Inventory write-off		143	$ 0	$ 0
Product and license
Inventory [Line Items]
Inventory write-off	$ 1,600	$ 1,400

Allowance for Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Changes in the allowance for credit losses
Beginning Balance	$ 1,600	$ 1,419
Provision	286	517
Write-offs	(350)	(334)
Net foreign currency translation	0	(2)
Ending Balance	$ 1,536	$ 1,600

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenues disaggregated by geography, major product line and timing of revenue recognition

The following tables present the Company's revenues disaggregated by major products and services, geographical region and timing of revenue recognition.

Revenue by major products and services


	Years Ended December 31,
(In thousands)	2023		2022		2021
Subscription (1)	$	106,436	$	89,153	$	68,507
Maintenance and support	46,383		48,345		51,276
Professional services and other (2)	6,321		8,008		15,197
Hardware products	75,966		73,500		79,501
Total Revenue	$	235,106	$	219,006	$	214,481

(1) Subscription includes cloud and on-premises subscription revenue, previously referred to as “subscription” and “term-based software licenses”, respectively.

Revenue by location of customer for the years ended December 31, 2023, 2022, and 2021


	Years Ended December 31,
(In thousands, except percentages)	2023			2022			2021
Revenue
EMEA	$	111,568		$	100,298		$	104,878
Americas	80,057			77,740			68,646
APAC	43,481			40,968			40,957
Total revenue	$	235,106		$	219,006		$	214,481

% of Total Revenue
EMEA	47		%	46		%	49		%
Americas	34		%	35		%	32		%
APAC	19		%	19		%	19		%

Timing of revenue recognition


	Years Ended December 31,
(In thousands)	2023		2022		2021
Products and Licenses transferred at a point in time	$	130,848	$	121,426	$	120,358
Services transferred over time	104,258		97,580		94,123
Total Revenue	$	235,106	$	219,006	$	214,481

Schedule of changes in contract assets and contract liabilities

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers as of December 31, 2023 and 2022:


(In thousands)	December 31,
(In thousands)	2023		2022
Receivables, inclusive of trade and unbilled	$	64,387	$	65,132
Contract Assets (current and non-current)	$	5,322	$	4,642
Contract Liabilities (Deferred Revenue current and non-current)	$	73,483	$	70,907

Schedule of estimated revenue expected to be recognized in the future

The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2023:


(In thousands)	2024		2025		2026		Beyond 2026		Total
Future revenue related to current unsatisfied performance obligations	$	49,644	$	23,894	$	14,138	$	4,761	$	92,437

Schedule of information related to the capitalized costs and amortization recognized in the current and prior period

The following tables provide information related to the capitalized costs and amortization recognized in the current and prior period:


	December 31,
(In thousands)	2023		2022
Capitalized costs to obtain contracts, current	$	3,503	$	2,929
Capitalized costs to obtain contracts, non-current	$	10,766	$	10,571


(In thousands)	Years Ended December 31,
(In thousands)	2023		2022
Amortization of capitalized costs to obtain contracts	$	3,122	$	2,404
Impairments of capitalized costs to obtain contracts	$	—	$	—

Summary of Significant Accounting Policies - Property and Equipment, net (Details)	Dec. 31, 2023	Dec. 31, 2022
Leasehold improvements
Property and Equipment
Useful life (in years)	10 years	10 years
Minimum
Property and Equipment
Useful life (in years)	3 years
Maximum
Property and Equipment
Useful life (in years)	10 years

Stock Compensation Plans

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock Compensation Plans

The Company has a share-based compensation plan, the OneSpan Inc. 2019 Omnibus Incentive Plan (“Plan”), under which the Board of Directors may grant share-based awards including restricted stock units (RSUs) and performance restricted stock units (PSUs).

The Plan may provide performance incentives to employees and non-employee directors, consultants and other key persons of the Company. The plan is administered by the Compensation Committee as appointed by the Board of Directors and is intended to be a non-qualified plan.

As of December 31, 2023, the remaining number of shares allowed to be issued under the Plan was 0.5 million shares of the Company’s common stock, representing 1% of the issued and outstanding shares of the Company as of such date.

The following table presents stock-based compensation expense and other long-term incentive plan compensation expense for the years ended December 31, 2023, 2022, and 2021.


	Years Ended December 31,
(In thousands)	2023		2022		2021
Stock-based compensation	$	14,252	$	8,642	$	4,354
Other long-term incentive plan compensation (1)	310		171		848
Total compensation	$	14,562	$	8,813	$	5,202

(1) Other long-term incentive compensation consists of cash incentive grants awarded to employees located in jurisdictions where the Company does not issue stock-based compensation due to tax, regulatory or similar reasons.

Time-Based Restricted Stock Awards

Non-forfeited time-based restricted stock awards granted to certain executive officers and other employees under the VASCO Data Security International, Inc. 2009 Equity Plan became fully vested during the year ended December 31, 2022. Certain shares became subject to forfeiture when the service requirement was not met. No awards were outstanding as of December 31, 2022 and, therefore, there was no compensation expense, no tax benefit or any time-based restricted stock activity for the year ended December 31, 2023. Compensation expense was less than $0.1 million and $0.3 million for 2022 and 2021, respectively. Tax benefit related to the compensation expense was less than $0.1 million and $0.1 million for 2022 and 2021, respectively.

There was no unamortized future compensation expense for time-based restricted stock awards at December 31, 2023.

Time-Based Restricted Stock Units

Under the OneSpan Inc. 2019 Omnibus Incentive Plan, the Company grants non-employee directors and certain eligible employees RSUs that settle in Company stock. RSUs granted to non-employee directors vest on the first anniversary date of the grant and have a deferred delivery feature whereby they are not delivered until resignation or upon a change in control of the Company. RSUs granted to employees vest over one to four years in equal annual or semi-annual installments in the initial year and thereafter in semi-annual installments. Shares are subject to forfeiture if the service period is not met. Compensation expense for time-based restricted stock unit awards was $10.9 million, $6.9 million, and $3.7 million for 2023, 2022, and 2021, respectively, and the related tax benefit was $0.5 million, $0.2 million, and $0.1 million, respectively. The following table summarizes the time-based restricted stock activity for the year ended December 31, 2023:


(Sharecounts in thousands)	Shares	Weighted- average remaining term (years)	Weighted- average grant date fair value
Unearned, January 1, 2023	1,733	2.41	$	13.08
Shares vested	(641)		13.49
Shares awarded	1,097		13.14
Shares forfeited	(376)		13.04
Unearned, December 31, 2023	1,813	1.85	$	12.98

The unamortized future compensation expense for time-based restricted stock awards was $18.1 million at December 31, 2023.

Performance-Based Restricted Stock Units settled in stock

Performance-based restricted stock units granted to executive officers and certain other employees were subject to achievement of one to three year performance criteria established by the Board of Directors. Under certain grants, shares related to one to three year targets are earned upon fulfillment of the performance criteria as determined by the

Compensation Committee of the OneSpan Inc. Board of Directors ("Compensation Committee") and vest upon completion of the requisite service period. Shares are subject to forfeiture if the performance criteria and the service period are not met.

The restricted stock units subject to achievement of future performance criteria awarded during the year ended December 31, 2023 will be earned if the performance criteria are met at the end of the one-year performance period and then subsequent service period is also met.

Compensation expense related to performance-based restricted stock unit awards in 2023, 2022, and 2021 was $2.8 million, $1.6 million, and $0.3 million, respectively. Tax benefit related to the compensation expense was less than $0.1 million, less than $0.1 million, and $0.1 million for 2023, 2022, and 2021, respectively.

The following table summarizes activity related to unvested performance restricted stock shares during 2023:


(Sharecounts in thousands)	Total Unvested Shares	Weighted- average remaining term (years)	Weighted- average grant date fair value
Unearned, January 1, 2023	316	1.38	$	12.96
Shares vested	(95)		13.09
Shares awarded	1,003		14.25
Shares forfeited	(258)		14.09
Unearned, December 31, 2023	966	0.84	$	13.99

Unamortized future compensation expense for performance-based restricted stock was $1.7 million at December 31, 2023.

Market-Based Restricted Stock Units settled in stock

Market-based restricted stock units granted to executive officers and certain other employees were subject to achievement of three-year or four-year market-based performance criteria established by the Board of Directors. Under certain grants, shares related to three-year or four-year targets are earned based upon fulfillment of the market-based performance criteria as determined by the Compensation Committee and cliff vest upon completion of the three-year or four-year period. Shares are subject to forfeiture if the performance criteria and service period are not met. Compensation expense for market-based restricted stock unit awards in 2023, 2022, and 2021 was $0.6 million, $0.5 million, and less than $0.1 million, respectively, and the related tax benefit was less than $0.1 million, less than $0.1 million, and $0 million respectively.

The following table summarizes activity related to unvested market and service restricted stock units settled in stock:


(Sharecounts in thousands)	Shares	Weighted- average remaining term (years)	Weighted- average grant date fair value
Unearned, January 1, 2023	257	2.75	$	12.17
Shares vested	(1)		33.31
Shares awarded	—		—
Shares forfeited	(5)		37.93
Unearned, December 31, 2023	251	1.89	$	11.58

Unamortized future compensation expense for market-based restricted stock was $1.4 million at December 31, 2023.

Income Taxes - Deferred income tax balances (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Stock and long-term compensation plans	$ 1,515	$ 923
Foreign NOL & other carryforwards	45,390	41,154
U.S. and state NOL carryforwards	7,866	5,654
Deferred revenue	650	863
Pension liability	531	498
Amortization and depreciation	1,626	526
Lease liability	2,383	2,641
Capitalized research and development	446	487
Accrued expenses and other	948	1,427
Total gross deferred tax assets	61,355	54,173
Less: Valuation allowance	(47,844)	(39,177)
Net deferred income tax assets	13,511	14,996
Deferred tax liabilities:
Accruals	367	319
Tax on unremitted foreign earnings	1,164	1,249
Right of use asset	2,095	2,531
Intangible assets	2,217	3,009
Tax on credits	3,689	3,736
Contract acquisition costs	3,325	3,448
Deferred tax liabilities	12,857	14,292
Deferred tax assets	$ 654	$ 704

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 42,493	$ 96,167
Restricted cash	1,037	1,208
Short-term investments	0	2,328
Accounts receivable, net of allowances of $1,536 in 2023 and $1,600 in 2022	64,387	65,132
Inventories, net	15,553	12,054
Prepaid expenses	6,575	6,222
Contract assets	5,139	4,520
Other current assets	11,159	10,757
Total current assets	146,343	198,387
Property and equipment, net	18,722	12,681
Operating lease right-of-use assets	6,171	8,022
Goodwill	93,684	90,514
Intangible assets, net of accumulated amortization	10,832	12,482
Deferred income taxes	1,721	1,901
Other assets	11,718	11,095
Total assets	289,191	335,082
Current liabilities
Accounts payable	17,452	17,357
Deferred revenue	69,331	64,637
Accrued wages and payroll taxes	14,335	18,345
Short-term income taxes payable	2,646	2,438
Other accrued expenses	10,684	7,664
Deferred compensation	382	373
Total current liabilities	114,830	110,814
Long-term deferred revenue	4,152	6,269
Long-term lease liabilities	6,824	8,442
Long-term income taxes payable	0	2,565
Deferred income taxes	1,067	1,197
Other long-term liabilities	3,177	2,484
Total liabilities	130,050	131,771
Stockholders' equity
Preferred stock: 500 shares authorized, none issued and outstanding at December 31, 2023 and 2022	0	0
Common stock: $0.001 par value per share, 75,000 shares authorized; 41,243 and 40,764 shares issued; 37,519 and 39,726 shares outstanding at December 31, 2023 and 2022	38	40
Additional paid-in capital	118,620	107,305
Treasury stock, at cost, 3,724 and 1,038 shares outstanding at December 31, 2023 and 2022, respectively	(47,377)	(18,222)
Retained earnings	98,939	128,738
Accumulated other comprehensive loss	(11,079)	(14,550)
Total stockholders' equity	159,141	203,311
Total liabilities and stockholders' equity	$ 289,191	$ 335,082

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2023	Mar. 01, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	000-24389
Entity Registrant Name	OneSpan Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4169320
Entity Address, Address Line One	1 Marina Park Drive
Entity Address, Address Line Two	Unit 1410
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02210
City Area Code	312
Local Phone Number	766-4001
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	OSPN
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 588,629,980
Entity Common Stock, Shares Outstanding		37,789,737
Documents Incorporated by Reference	Certain sections of the registrant’s Notice of Annual Meeting of Stockholders and Proxy Statement for its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.
Entity Central Index Key	0001044777
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Business Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of business acquisitions, by acquisition

ProvenDB is allocated entirely to our Digital Agreements reportable operating segment.


(In thousands)	As of Date of Opening Balance Sheet
Net assets acquired:
Acquired technology	$	1,447
Accrued wages and payroll taxes	(47)
Goodwill	600
Total net assets acquired	$	2,000

Consideration	$	2,000

Leases - Maturities of our operating leases (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Maturities of operating leases
2024	$ 2,378
2025	1,608
2026	1,515
2027	1,327
2028	1,218
Later years	1,369
Less imputed interest	(1,278)
Accrued lease termination fees	714
Total lease liabilities	$ 8,851	$ 10,700

Employee Benefit Plans - Actuarial assumptions (Details) - Foreign Plan	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Minimum
Defined Benefit Plan Disclosure [Line Items]
Discount rates	1.40%	2.15%
Inflation	1.25%	1.25%
Expected return on plan assets	2.00%	2.00%
Rate of salary increases	2.25%	2.25%
Maximum
Defined Benefit Plan Disclosure [Line Items]
Discount rates	4.10%	3.50%
Inflation	2.20%	2.20%
Expected return on plan assets	2.50%	2.50%
Rate of salary increases	3.20%	3.20%

Inventories, net

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventories, net

Inventories, net, consisting principally of hardware and component parts, are stated at the lower of cost or net realizable value. Cost is determined using the FIFO method.

Inventories, net, are comprised of the following as of December 31, 2023 and 2022:


	December 31,
(In thousands)	2023		2022
Component parts (1)	$	8,511	$	6,762
Work-in-process and finished goods	7,042		5,292
Total	$	15,553	$	12,054

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Letter Of Credit And Guarantees
Cash and Cash Equivalents [Line Items]
Restricted cash	$ 0.9	$ 1.1
Guarantees
Cash and Cash Equivalents [Line Items]
Restricted cash	$ 0.1	$ 0.1

Restructuring and Other Related Charges

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring and Other Related Charges

In December 2021, the Company's Board approved a restructuring plan (“Plan”) designed to advance the Company’s operating model, streamline its business, improve efficiency, and enhance its capital resources. As part of the first phase of the Plan, the Company reduced headcount by eliminating positions in certain areas of its organization. The first phase of the Plan began and was substantially completed during the three months ended March 31, 2022.

In May 2022, the Board approved additional actions related to the Plan through the year ending December 31, 2025. This second phase of the Plan consisted primarily of headcount-related reductions and was designed to achieve the same objectives as the first phase of the Plan.

On August 3, 2023, the Board approved additional cost reduction and restructuring actions (the "2023 Actions") to seek to drive higher levels of Adjusted EBITDA while maintaining the Company's long-term growth potential. The Company has incurred and expects to continue to incur restructuring charges in connection with the 2023 Actions, and anticipates that these charges will consist primarily of charges related to employee transition and severance payments, employee benefits and retention related payments, and share-based compensation, with a significantly smaller amount of charges relating to vendor contract termination and rationalization actions.

In connection with the Plan (including the 2023 Actions), the Company recorded $17.3 million and $13.3 million in “Restructuring and other related charges” in the consolidated statement of operations for the years ended December 31, 2023 and 2022.

The main categories of charges are in the following areas:

•Employee costs – include severance, related benefits, and retention pay costs incurred as a result of eliminating positions in certain areas of the Company. For the years ended December 31, 2023 and 2022, severance-related costs were $11.7 million and $9.5 million, respectively. In total, there were approximately 270 employees, across multiple functions, whose positions were made redundant. The $2.6 million current portion of the restructuring liability at December 31, 2023 is included in "Accrued wages and payroll taxes" in the consolidated balance sheet and is expected to be paid within the next 12 months. The $0.5 million non-current portion is included in "Other long-term liabilities" in the consolidated balance sheet and is expected to be paid within the next 24 months.

•Real estate rationalization costs – includes costs to align the real estate footprint with the Company’s needs. The Company vacated its Chicago office space and abandoned the underlying leases during June 2023. In September 2023, the Company vacated its Brussels office and terminated the lease effective September 30, 2023. The Company accrued contract termination fees of $1.4 million and $0.3 million for the Chicago office and Brussels office, respectively. The Company also made the decision to terminate its Brussels warehouse lease, effective July 31, 2024, and accrued $0.2 million in settlement costs. The $1.2 million current portion of the restructuring liability at December 31, 2023 is included in "Other accrued expenses" in the consolidated balance sheet and is expected to be paid within the next 12 months. The $0.7 million non-current portion is included in "Long-term lease liabilities" in the consolidated balance sheet and is expected to be paid within the next 16 months. In conjunction with the abandonment of the Chicago lease and termination of the Brussels lease, the underlying right-of-use assets and liabilities were written off and a $0.3 million gain and $0.1 million loss, respectively, were recorded related to rent concessions and tenant improvement allowances for restructuring. The Company wrote off $0.7 million and $0.6 million of fixed assets in its Chicago and Brussels leased office space, respectively (See Note 9, Property and Equipment, net).

•Product and services optimization costs – includes costs to discontinue products and services that are no longer advancing the Company's operating model. In June 2023, the Company discontinued its investments in its Digipass CX product and incurred $1.5 million of write-offs for capitalized software. The charges were recorded in "Restructuring and other related charges" on the consolidated statements of operations for the year ended December 31, 2023.

•Vendor rationalization costs – includes costs for contractually committed services the Company is no longer utilizing or deriving benefit. For the year ended December 31, 2023, these costs totaled $1.2 million, and are included in "Restructuring and other related charges" on the consolidated statements of operations.

•Impairment of intangibles – include impaired Dealflo customer relationships where the carrying value exceeded the fair value for the year ended December 31, 2022. The Company recorded a $3.8 million impairment charge on the entire remaining value of the asset during the year ended December 31, 2022. The charge is included in “Restructuring and other related charges” on the consolidated statements of operations and is included in "Operating income" of the Security Solutions reportable operating segment (See Note 8, Intangible Assets).

The table below sets forth the changes in the carrying amount of the restructuring charge liability for the year ended December 31, 2023.


(In thousands)	Employee Costs		Real Estate Rationalization		Total
Balance as of December 31, 2021	$	—	$	—	$	—
Additions	9,482		—		9,482
Payments	(5,886)		—		(5,886)
Balance as of December 31, 2022	3,596		—		3,596
Additions	11,703		1,885		13,588
Payments	(12,169)		—		(12,169)
Balance as of December 31, 2023	$	3,130	$	1,885	$	5,015

Leases - Supplemental consolidated balance sheet information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Supplemental unaudited consolidated balance sheet information
Operating lease right-of-use assets	$ 6,171	$ 8,022
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other accrued expenses	Other accrued expenses
Operating lease liabilities, current	$ 2,027	$ 2,258
Operating lease liabilities, noncurrent	6,110	8,442
Accrued early lease termination fees, non current	714	0
Total lease liabilities	$ 8,851	$ 10,700

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Treasury - Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Beginning balance (in shares) at Dec. 31, 2020		40,103
Beginning balance at Dec. 31, 2020	$ 257,340	$ 40	$ (5,030)	$ 98,819	$ 173,731	$ (10,220)
Beginning balance, treasury stock, at cost (in shares) at Dec. 31, 2020			250
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(30,584)				(30,584)
Foreign currency translation adjustment, net of tax	(2,971)				26	(2,997)
Share-based compensation	4,354			4,354
Vesting of restricted stock awards (in shares)		385
Tax payments for stock issuances (in shares)		(145)
Tax payments for stock issuances	(2,923)			(2,923)
Unrealized gains (losses) on available-for-sale securities	(21)					(21)
Share repurchases (in shares)		(342)	342
Share repurchases	(7,471)		$ (7,471)
Pension adjustment, net of tax	2,056					2,056
Ending balance (in shares) at Dec. 31, 2021		40,001
Ending balance at Dec. 31, 2021	219,780	$ 40	$ (12,501)	100,250	143,173	(11,182)
Ending balance, treasury stock, at cost (in shares) at Dec. 31, 2021			592
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(14,434)				(14,434)
Foreign currency translation adjustment, net of tax	(7,246)				(1)	(7,245)
Share-based compensation	8,642			8,642
Vesting of restricted stock awards (in shares)		263
Tax payments for stock issuances (in shares)		(92)
Tax payments for stock issuances	(1,587)			(1,587)
Unrealized gains (losses) on available-for-sale securities	18					18
Share repurchases (in shares)		(446)	446
Share repurchases	(5,721)		$ (5,721)
Pension adjustment, net of tax	$ 3,859					3,859
Ending balance (in shares) at Dec. 31, 2022	39,726	39,726
Ending balance at Dec. 31, 2022	$ 203,311	$ 40	$ (18,222)	107,305	128,738	(14,550)
Ending balance, treasury stock, at cost (in shares) at Dec. 31, 2022	1,038		1,038
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (29,799)				(29,799)
Foreign currency translation adjustment, net of tax	3,689					3,689
Share-based compensation	14,252			14,252
Vesting of restricted stock awards (in shares)		741
Tax payments for stock issuances (in shares)		(262)
Tax payments for stock issuances	(2,939)			(2,939)
Unrealized gains (losses) on available-for-sale securities	$ 4					4
Share repurchases (in shares)	(2,700)	(2,686)	2,686
Share repurchases	$ (29,155)	$ (2)	$ (29,155)	2
Pension adjustment, net of tax	$ (222)					(222)
Ending balance (in shares) at Dec. 31, 2023	37,519	37,519
Ending balance at Dec. 31, 2023	$ 159,141	$ 38	$ (47,377)	$ 118,620	$ 98,939	$ (11,079)
Ending balance, treasury stock, at cost (in shares) at Dec. 31, 2023	3,724		3,724

Revenue

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Disaggregation of Revenues

The following tables present the Company's revenues disaggregated by major products and services, geographical region and timing of revenue recognition.

Revenue by major products and services


	Years Ended December 31,
(In thousands)	2023		2022		2021
Subscription (1)	$	106,436	$	89,153	$	68,507
Maintenance and support	46,383		48,345		51,276
Professional services and other (2)	6,321		8,008		15,197
Hardware products	75,966		73,500		79,501
Total Revenue	$	235,106	$	219,006	$	214,481

(1) Subscription includes cloud and on-premises subscription revenue, previously referred to as “subscription” and “term-based software licenses”, respectively.

Revenue by location of customer for the years ended December 31, 2023, 2022, and 2021


	Years Ended December 31,
(In thousands, except percentages)	2023			2022			2021
Revenue
EMEA	$	111,568		$	100,298		$	104,878
Americas	80,057			77,740			68,646
APAC	43,481			40,968			40,957
Total revenue	$	235,106		$	219,006		$	214,481

% of Total Revenue
EMEA	47		%	46		%	49		%
Americas	34		%	35		%	32		%
APAC	19		%	19		%	19		%

Timing of revenue recognition


	Years Ended December 31,
(In thousands)	2023		2022		2021
Products and Licenses transferred at a point in time	$	130,848	$	121,426	$	120,358
Services transferred over time	104,258		97,580		94,123
Total Revenue	$	235,106	$	219,006	$	214,481

Contract balances

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers as of December 31, 2023 and 2022:


(In thousands)	December 31,
(In thousands)	2023		2022
Receivables, inclusive of trade and unbilled	$	64,387	$	65,132
Contract Assets (current and non-current)	$	5,322	$	4,642
Contract Liabilities (Deferred Revenue current and non-current)	$	73,483	$	70,907

Contract assets relate primarily to multi-year term license arrangements and the remaining contractual billings. These contract assets are transferred to receivables when the right to billing occurs over a 2- to 5-year period. The contract liabilities primarily relate to the advance consideration received from customers for subscription and maintenance services. Revenue is recognized for these services over time.

As a practical expedient, the Company does not adjust the promised amount of consideration for the effects of a significant financing component when it is expected, at contract inception, that the period between the Company's transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. Extended payment terms are not typically included in contracts with customers.

Revenue recognized during the year ended December 31, 2023 included $62.1 million that was included on the December 31, 2022 consolidated balance sheet in contract liabilities. Deferred revenue increased in the same period due to timing of annual renewals.

Transaction price allocated to the remaining performance obligations

Remaining performance obligations represent the revenue that is expected to be recognized in future periods related to performance obligations that are unsatisfied, or partially unsatisfied, as of the end of the period. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2023:


(In thousands)	2024		2025		2026		Beyond 2026		Total
Future revenue related to current unsatisfied performance obligations	$	49,644	$	23,894	$	14,138	$	4,761	$	92,437

The Company applies practical expedients and does not disclose information about remaining performance obligations (a) that have original expected durations of one year or less, or (b) where revenue is recognized as invoiced.

Costs of obtaining a contract

The Company incurs incremental costs related to commissions, which can be directly tied to obtaining a contract. The Company capitalizes commissions associated with certain new contracts and amortizes the costs over a period of up to seven years, which is the determined benefit period based on the transfer of goods or services. The Company determined the period of benefit by taking into consideration the customer contracts, its technology and other factors, including customer attrition. Commissions are earned upon invoicing to the customer. For contracts with multiple year payment terms, because the commissions that are payable after year 1 are payable based on continued employment, they are expensed when incurred. Commissions and amortization expense are included in “Sales and marketing” expense in the consolidated statements of operations.

Applying the practical expedient, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period for the assets that the Company otherwise would have recognized is one year or less. These costs are included in the “Sales and marketing” caption in the consolidated statements of operations.

The following tables provide information related to the capitalized costs and amortization recognized in the current and prior period:


	December 31,
(In thousands)	2023		2022
Capitalized costs to obtain contracts, current	$	3,503	$	2,929
Capitalized costs to obtain contracts, non-current	$	10,766	$	10,571


(In thousands)	Years Ended December 31,
(In thousands)	2023		2022
Amortization of capitalized costs to obtain contracts	$	3,122	$	2,404
Impairments of capitalized costs to obtain contracts	$	—	$	—

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company leases office space and automobiles under operating lease agreements. See Note 12, Leases, for future minimum rental payments required under non-cancelable leases. At December 31, 2023, the Company has purchase obligations of $6.3 million for other software agreements related to the administration of the Company's business which range from 1 to 3 years. The Company is subject to certain legal proceedings and claims incidental to the operations of its business. The Company is also subject to certain other legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully adjudicated. The Company currently does not anticipate that these matters, if resolved against the Company, will have a material adverse impact on its financial results or financial condition. The Company accrues loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. As of December 31, 2023, the Company has recorded an accrual of $1.2 million for loss contingencies related to all probable losses where a reasonable estimate could be made. The Company does not accrue for contingent losses that, in the judgment of the Company, are considered to be reasonably possible, but not probable. As of December 31, 2023, the Company does not have any reasonably possible losses for which an estimate can be made. Although the Company intends to defend its legal matters vigorously, the ultimate outcome of these matters is uncertain. However, the Company does not expect the potential losses, if any, to have a material adverse impact on its operating results, cash flows, or financial condition.

Business Acquisitions - Narrative (Details) - ProvenDB - USD ($) $ in Millions		1 Months Ended
	Feb. 22, 2023	Feb. 29, 2024
Asset Acquisition [Line Items]
Total consideration	$ 2.0
Cash payments for acquisition	1.8
Aggregate amount held for net working capital adjustments	$ 0.2
Subsequent Event
Asset Acquisition [Line Items]
Cash payments for acquisition		$ 0.2

Segment Information - Sales Details of Customers Locations in Four Geographic Regions (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Geographic, Customer and Supplier Information
Revenue	$ 62,928	$ 58,838	$ 55,733	$ 57,607	$ 56,622	$ 57,147	$ 52,790	$ 52,447	$ 235,106	$ 219,006	$ 214,481
Gross profit	43,466	40,669	34,294	39,286	37,955	38,431	35,506	36,678	$ 157,715	$ 148,570	$ 142,935
Gross margin									67.00%	68.00%	67.00%
Operating income (loss)	1,817	(4,794)	(17,764)	(8,130)	(4,009)	(5,625)	(8,238)	(9,243)	$ (28,871)	$ (27,115)	$ (26,128)
Corporate operating expenses not allocated at the segment level	$ 41,649	$ 45,463	$ 52,058	$ 47,416	$ 41,964	$ 44,056	$ 43,744	$ 45,921	186,586	175,685	169,063
Interest income (expense), net									2,090	595	(1)
Other income (expense), net									(532)	14,827	(14)
Loss before income taxes									(27,313)	(11,693)	(26,143)
Amortization of intangible assets									2,353	4,139	5,888
Digital Agreements
Geographic, Customer and Supplier Information
Revenue									50,925	48,401	40,551
Gross profit									$ 37,742	$ 37,488	$ 29,557
Gross margin									74.00%	77.00%	73.00%
Operating income (loss)									$ (18,525)	$ 5,348	$ (1,612)
Amortization of intangible assets									2,300	2,300	2,500
Security Solutions
Geographic, Customer and Supplier Information
Revenue									184,181	170,605	173,930
Gross profit									$ 119,974	$ 111,082	$ 113,378
Gross margin									65.00%	65.00%	65.00%
Operating income (loss)									$ 60,190	$ 32,051	$ 35,395
Amortization of intangible assets									0	1,800	3,300
Operating Segments
Geographic, Customer and Supplier Information
Operating income (loss)									41,665	37,399	33,783
Corporate operating expenses not allocated at the segment level									$ 70,536	$ 64,514	$ 59,911

Commitments and Contingencies - Rent expense and purchase obligations (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Rent expense and inventory purchase commitments
Liabilities accrued	$ 1.2
Other software agreements
Rent expense and inventory purchase commitments
Purchase obligations will be used in the next one to three years	$ 6.3
Other software agreements \| Minimum
Rent expense and inventory purchase commitments
Long-term purchase commitment, period	1 year
Other software agreements \| Maximum
Rent expense and inventory purchase commitments
Long-term purchase commitment, period	3 years

Stock Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of compensation expense

The following table presents stock-based compensation expense and other long-term incentive plan compensation expense for the years ended December 31, 2023, 2022, and 2021.


	Years Ended December 31,
(In thousands)	2023		2022		2021
Stock-based compensation	$	14,252	$	8,642	$	4,354
Other long-term incentive plan compensation (1)	310		171		848
Total compensation	$	14,562	$	8,813	$	5,202

Summary of restricted stock activity

The following table summarizes the time-based restricted stock activity for the year ended December 31, 2023:


(Sharecounts in thousands)	Shares	Weighted- average remaining term (years)	Weighted- average grant date fair value
Unearned, January 1, 2023	1,733	2.41	$	13.08
Shares vested	(641)		13.49
Shares awarded	1,097		13.14
Shares forfeited	(376)		13.04
Unearned, December 31, 2023	1,813	1.85	$	12.98

The following table summarizes activity related to unvested performance restricted stock shares during 2023:


(Sharecounts in thousands)	Total Unvested Shares	Weighted- average remaining term (years)	Weighted- average grant date fair value
Unearned, January 1, 2023	316	1.38	$	12.96
Shares vested	(95)		13.09
Shares awarded	1,003		14.25
Shares forfeited	(258)		14.09
Unearned, December 31, 2023	966	0.84	$	13.99

The following table summarizes activity related to unvested market and service restricted stock units settled in stock:


(Sharecounts in thousands)	Shares	Weighted- average remaining term (years)	Weighted- average grant date fair value
Unearned, January 1, 2023	257	2.75	$	12.17
Shares vested	(1)		33.31
Shares awarded	—		—
Shares forfeited	(5)		37.93
Unearned, December 31, 2023	251	1.89	$	11.58

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Agreements with Related Parties Since the fourth quarter of 2021, the Company has provided e-signature and secure agreement automation services to a customer that is considered a related party because one of the Company’s Board members is an officer of the customer. The amount of revenue recognized for e-signature and secure agreement automation services during the years ended December 31, 2023, 2022, and 2021 was $1.1 million, $0.7 million, and $0.3 million, respectively, and is included in subscription revenue. The amount receivable as of December 31, 2023 and 2022 was $1.1 million and $1.0 million, respectively. The Company purchased SMS subscription services and cloud operations services from vendors that were considered related parties during 2023 and/or 2022 because one of the Company’s Board members is, or was during the relevant period, an officer of the respective vendor. The total amount paid to the related parties during the years ended December 31, 2023 and 2022 was $1.3 million and $1.2 million, respectively, and is included in cost of goods sold. The amount payable at both December 31, 2023 and 2022 was $0.2 million.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company leases certain real estate and automobiles. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the consolidated balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company determines if an arrangement is a lease at inception. All of the Company's leases are operating leases.

Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. The majority of the Company’s leases do not provide an implicit rate of return. The Company uses its imputed collateralized rate based on the information available at the commencement date in determining the present value of lease payments. Operating lease ROU assets are comprised of the lease liability plus prepaid rents and are reduced by lease incentives or deferred rents. The Company has lease agreements with non-lease components which are not bifurcated.

Some of the Company's leases include options to renew, with renewal terms that can extend the lease from one to five years. The exercise of a lease renewal option typically occurs at the discretion of both parties. Certain leases also include options to purchase the leased property at fair value. For purposes of calculating operating lease liabilities, lease terms are deemed not to include options to extend the lease termination until it is reasonably certain that the Company will exercise that option. Certain of the Company’s lease agreements include payments adjusted periodically for inflation based on the consumer price index. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Operating lease cost details for the years ended December 31, 2023, 2022, and 2021 are as follows:


	Years Ended December 31,
(In thousands)	2023		2022		2021
Building rent	$	1,638	$	2,117	$	2,564
Automobile rentals	1,132		1,180		1,505
Total net operating lease costs	$	2,770	$	3,297	$	4,069

Short-term lease costs and variable lease costs recognized during the years ended December 31, 2023, 2022, and 2021 are immaterial.

Supplemental consolidated balance sheet information related to operating leases as of December 31, 2023 and 2022 is as follows:


	December 31,
(In thousands)	2023		2022
Leases
Assets	$	6,171	$	8,022
Operating lease right-of-use assets	$	6,171	$	8,022

Liabilities
Current
Operating lease liabilities	$	2,027	$	2,258

Non-current
Operating lease liabilities	6,110		8,442
Accrued early lease termination fees	714		—
Total lease liabilities	$	8,851	$	10,700

The weighted average remaining lease term for operating leases is 5.3 years. The weighted-average discount rate for operating leases is 5%.

Supplemental consolidated cash flow information related to leases is as follows:


	Years Ended December 31,
(In thousands)	2023		2022		2021
Supplemental cash flow and other information related to leases:

Operating cash payments from operating leases	$	2,836	$	3,346	$	3,630

ROU assets obtained in exchange for new operating lease liabilities	$	2,650	$	1,172	$	589

As part of its multiyear restructuring plan (see Note 20, Restructuring and Other Related Charges), the Company vacated its Chicago office space and abandoned the underlying leases during June 2023. The Company accrued a $1.4 million early lease termination fee, which is reflected in "Restructuring and other related charges" on the consolidated statements of operations for the year ended December 31, 2023. Of the early lease termination fee, $0.7 million is outstanding and is reflected in the non-current lease liability balance on the consolidated balance sheet. The underlying lease right-of-use asset and lease liability for the Chicago leased office space were written off, and a $0.3 million gain related to rent concessions and tenant improvement allowances was recorded in "Restructuring and other related charges" on the consolidated statements of operations for the year ended December 31, 2023.

In September 2023, the Company vacated its Brussels office and terminated the lease as of September 30, 2023. The Company accrued a $0.3 million early lease termination fee, which is reflected in "Restructuring and other related charges" on the consolidated statements of operations for the year ended December 31, 2023. The underlying lease right-of-use asset and lease liability for the Brussels leased office space were written off, and a $0.1 million loss related to rent concessions and tenant improvement allowances was recorded in "Restructuring and other related charges" on the consolidated statements of operations for the year ended December 31, 2023.

In October 2023, the Company signed a lease agreement to lease new office space in Brussels. The lease agreement consisted of a nine year lease that is expected to commence in 2024. The Company will record a right of use asset and liability at the commencement date, which is expected to result in total lease term payments of $1.3 million.

Maturities of the Company's operating leases as of December 31, 2023 are as follows:



(In thousands)
2024	$	2,378
2025	1,608
2026	1,515
2027	1,327
2028	1,218
Later years	1,369
Less imputed interest	(1,278)
Accrued lease termination fees	714
Total lease liabilities	$	8,851

Geographic, Customer and Supplier Information - Sales details of customers locations in four geographic regions (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Geographic, Customer and Supplier Information
Total revenue	$ 62,928	$ 58,838	$ 55,733	$ 57,607	$ 56,622	$ 57,147	$ 52,790	$ 52,447	$ 235,106	$ 219,006	$ 214,481
Gross margin	43,466	$ 40,669	$ 34,294	$ 39,286	37,955	$ 38,431	$ 35,506	$ 36,678	157,715	148,570	142,935
Long-lived assets	24,893				20,703				24,893	20,703	19,954
EMEA
Geographic, Customer and Supplier Information
Total revenue									111,568	100,298	104,878
Americas
Geographic, Customer and Supplier Information
Total revenue									80,057	77,740	68,646
APAC
Geographic, Customer and Supplier Information
Total revenue									43,481	40,968	40,957
Operating Segments \| EMEA
Geographic, Customer and Supplier Information
Total revenue									111,568	100,298	104,878
Gross margin									74,843	68,040	69,893
Long-lived assets	5,783				4,856				5,783	4,856	5,978
Operating Segments \| Americas
Geographic, Customer and Supplier Information
Total revenue									80,057	77,740	68,646
Gross margin									53,704	52,738	45,747
Long-lived assets	18,795				15,270				18,795	15,270	13,634
Operating Segments \| APAC
Geographic, Customer and Supplier Information
Total revenue									43,481	40,968	40,957
Gross margin									29,168	27,792	27,295
Long-lived assets	$ 315				$ 577				$ 315	$ 577	$ 342

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

Earnings per Common Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Details of earnings per share calculations

A reconciliation of the shares included in the basic and fully diluted earnings per share calculations is as follows:


	Years Ended December 31,
(In thousands, except per share data)	2023		2022		2021
Net loss	$	(29,799)	$	(14,434)	$	(30,584)
Weighted average common shares outstanding:
Basic	40,193		40,143		39,614
Incremental shares with dilutive effect:
Restricted stock awards	—		—		—
Diluted	40,193		40,143		39,614

Net loss per share:
Basic	$	(0.74)	$	(0.36)	$	(0.77)
Diluted	$	(0.74)	$	(0.36)	$	(0.77)

Geographic, Customer and Supplier Information (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Information regarding geographic areas


	Years Ended December 31,
	2023				2022				2021
(In thousands)	Digital Agreements		Security Solutions		Digital Agreements		Security Solutions		Digital Agreements		Security Solutions
Subscription (1)	$	45,886	$	60,550	$	42,029	$	47,124	$	33,283	$	35,224
Maintenance and support	4,143		42,240		5,451		42,894		5,709		45,567
Professional services and other (2)	896		5,425		921		7,087		1,494		13,703
Hardware products	—		75,966		—		73,500		65		79,436
Total Revenue	$	50,925	$	184,181	$	48,401	$	170,605	$	40,551	$	173,930

(1) Subscription includes cloud and on-premises subscription revenue, previously referred to as “subscription” and “term-based software licenses”, respectively.


(In thousands)
	Europe, Middle East, Africa (EMEA)		Americas		Asia Pacific		Total
2023
Revenue	$	111,568	$	80,057	$	43,481	$	235,106
Gross profit	$	74,843	$	53,704	$	29,168	$	157,715
Long-lived assets	$	5,783	$	18,795	$	315	$	24,893

2022
Revenue	$	100,298	$	77,740	$	40,968	$	219,006
Gross profit	$	68,040	$	52,738	$	27,792	$	148,570
Long-lived assets	$	4,856	$	15,270	$	577	$	20,703

2021
Revenue	$	104,878	$	68,646	$	40,957	$	214,481
Gross profit	$	69,893	$	45,747	$	27,295	$	142,935
Long-lived assets	$	5,978	$	13,634	$	342	$	19,954

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn January 4, 2024, the Board of Directors of the Company appointed Victor Limongelli as Interim Chief Executive Officer, effective immediately. Mr. Limongelli replaced Matthew Moynahan, whose employment as the Company’s President and Chief Executive Officer was terminated without cause on January 4, 2024 immediately prior to Mr. Limongelli’s appointment. Under his previously disclosed Amended and Restated Employment Agreement, dated February 27, 2023, (the "Employment Agreement"), Mr. Moynahan is entitled to receive the payments and benefits associated with a termination without cause as set forth in the Employment Agreement. Therefore, $1.2 million of severance and other benefits were accrued for as of December 31, 2023 and included within "other accrued expenses" on the consolidated balance sheet.

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of major classes of property and equipment

The following table presents the major classes of property and equipment, net, as of December 31, 2023 and 2022:


		December 31,
(In thousands)	Useful Life (in years)	2023		2022
Office equipment and software	3-5	$	8,574	$	14,451
Leasehold improvements	10	7,459		9,927
Furniture and fixtures	5	3,658		4,260
Capitalized software	3	12,560		4,007
Total		32,251		32,645
Accumulated depreciation		(13,529)		(19,964)
Property and equipment, net		$	18,722	$	12,681

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts

SCHEDULE II

ONESPAN INC.

VALUATION AND QUALIFYING ACCOUNTS

Credit losses for trade receivables.


Years Ended December 31,	Beginning Balance		Provision for Bad Debts	Chargeoffs	Foreign Currency Translation	Ending Balance
2023	$	1,600	286	(350)	—	$	1,536
2022	$	1,419	517	(334)	(2)	$	1,600
2021	$	4,135	(16)	(2,689)	(11)	$	1,419

See accompanying independent auditors’ report.

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Schedule of net periodic pension cost

Components of net periodic pension cost included in earnings:


	Years Ended December 31,
(In thousands)	2023		2022		2021
Service cost (gross)	$	879	$	1,107	$	1,587
Interest cost	560		138		53
Expected return on plan assets	(358)		(288)		(302)
Amortization of unrecognized actuarial gain	(265)		(90)		(12)
Net periodic pension cost	$	816	$	867	$	1,326

Summary of net unfunded status of pension plans

The net unfunded status of the Non-U.S. pension plans as of December 31, 2023 and 2022, is as follows:


	December 31,
(In thousands)	2023		2022
Fair value of plan assets	$	16,460	$	15,415
Projected benefit obligation	(19,014)		(17,715)
Net unfunded benefit obligation	$	(2,554)	$	(2,300)

Schedule of change in the fair value of plan assets

The change in the fair value of plan assets is as follows:


	Years Ended December 31,
(In thousands)	2023		2022
Fair value of plan assets at January 1	$	15,415	$	17,394
Employee contributions	406		437
Actual return on plan assets	461		(288)
Benefits (paid), net of transfers	(1,487)		(2,361)
Employer contributions	864		911
Foreign exchange adjustment	801		(678)
Fair value of plan assets at December 31	$	16,460	$	15,415

Schedule of change in benefit obligations

The change in benefit obligations is as follows:


	Years Ended December 31,
(In thousands)	2023		2022
Benefit obligations at January 1	$	17,715	$	24,855
Gross service cost	879		1,107
Interest cost	560		138
Employee contributions	406		437
Actuarial (gains)/losses	313		(4,676)
Benefits (paid), net of transfers	(1,487)		(2,361)
Curtailments & settlements	(285)		(799)
Foreign exchange adjustment	913		(986)
Benefit obligations at December 31	$	19,014	$	17,715

Summary of weighted average assumptions

The following range of assumptions between all plans were utilized in the pension calculations:


	December 31,
	2023			2022
	(%)
Discount rates	1.40	-	4.10	2.15	-	3.50
Inflation	1.25	-	2.20	1.25	-	2.20
Expected return on plan assets	2.00	-	2.50	2.00	-	2.50
Rate of salary increases	2.25	-	3.20	2.25	-	3.20

Schedule of projected future pension benefits

Projected future pension benefits as of December 31, 2023 (in thousands):


2024	$	479
2025	$	558
2026	$	1,146
2027	$	417
2028	$	503
Beyond	$	5,681

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of indefinite-lived intangible assets

Intangible assets as of December 31, 2023 and 2022 consist of the following:


		December 31,
		2023				2022
(In thousands)	Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Acquired technology	3 to 7	$	43,869	$	42,712	$	42,022	$	41,894
Customer relationships	5 to 12	34,773		25,960		34,386		23,323
Patents and trademarks	10 to 20	13,103		12,241		13,518		12,227
Total		$	91,745	$	80,913	$	89,926	$	77,444

Expected amortization of intangible assets

The estimated future amortization expense of intangible assets as of December 31, 2023, is as follows:


2024	$	2,839
2025	2,806
2026	2,398
2027	2,124
2028	50
Thereafter	217
Subject to amortization	10,434
Trademarks	398
Total intangible assets	$	10,832

Stock Compensation Plans - Performance-based restricted stock activity (Details) - Restricted Stock, subject to performance criteria - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Shares
Beginning balance (in shares)	316
Shares vested (in shares)	(95)
Shares awarded (in shares)	1,003
Shares forfeited (in shares)	(258)
Ending balance (in shares)	966	316
Weighted- average remaining term (years)
Outstanding (years)	10 months 2 days	1 year 4 months 17 days
Weighted- average grant date fair value
Beginning balance (in dollars per share)	$ 12.96
Shares vested (in dollars per share)	13.09
Shares awarded (per share)	14.25
Shares forfeited (in dollars per share)	14.09
Ending balance (in dollars per share)	$ 13.99	$ 12.96

Revenue - Disaggregation of revenues (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue
Revenue	$ 62,928	$ 58,838	$ 55,733	$ 57,607	$ 56,622	$ 57,147	$ 52,790	$ 52,447	$ 235,106	$ 219,006	$ 214,481
Products and Licenses transferred at a point in time
Revenue
Revenue									130,848	121,426	120,358
Services transferred over time
Revenue
Revenue									104,258	97,580	94,123
EMEA
Revenue
Revenue									$ 111,568	$ 100,298	$ 104,878
Percent of total									47.00%	46.00%	49.00%
Americas
Revenue
Revenue									$ 80,057	$ 77,740	$ 68,646
Percent of total									34.00%	35.00%	32.00%
APAC
Revenue
Revenue									$ 43,481	$ 40,968	$ 40,957
Percent of total									19.00%	19.00%	19.00%
Subscription
Revenue
Revenue									$ 106,436	$ 89,153	$ 68,507
Maintenance and support
Revenue
Revenue									46,383	48,345	51,276
Professional services and other
Revenue
Revenue									6,321	8,008	15,197
Hardware products
Revenue
Revenue									$ 75,966	$ 73,500	$ 79,501

Intangible Assets - Expected amortization of intangible assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Intangible Assets, Net (Excluding Goodwill) [Abstract]
2024	$ 2,839
2025	2,806
2026	2,398
2027	2,124
2028	50
Thereafter	217
Subject to amortization	10,434
Trademarks	398
Total intangible assets	$ 10,832	$ 12,482