0001628280-24-044353 | 10-Q | XBRL Viewer

Property and Equipment, net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

The following table presents the major classes of property and equipment, net, as of September 30, 2024 and December 31, 2023:


(In thousands)	September 30, 2024		December 31, 2023
Office equipment and software	$	8,820	$	8,574
Leasehold improvements	7,642		7,459
Furniture and fixtures	3,669		3,658
Capitalized software	18,063		12,560
Total	38,194		32,251
Accumulated depreciation	(17,356)		(13,529)
Property and equipment, net	$	20,838	$	18,722

Depreciation expense was $1.4 million and $4.1 million for the three and nine months ended September 30, 2024, respectively, compared to $1.0 million and $2.5 million for the three and nine months ended September 30, 2023, respectively. Depreciation expense includes cost of sales depreciation expense directly related to delivering cloud subscription revenue of $0.7 million and $2.2 million for the three and nine months ended September 30, 2024, respectively, and $0.4 million for both the three and nine months ended September 30, 2023. Costs are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.

In connection with the continued execution of cost reductions, the Company decided to stop any incremental development investments supporting its previously acquired blockchain technology and related commercial efforts. As a result, the Company wrote-off the internal capitalized software used to build out connection points for its blockchain technology and its e-signature product (see Note 16, Restructuring and Other Related Charges). The total write off amounted to $1.0 million within property and equipment, net, of which $0.7 million was recognized in "Services and other cost of goods sold" on the condensed consolidated statements of operations for the nine months ended September 30, 2024. The remaining write-off amount of $0.3 million was recognized in "Restructuring and other related charges" on the condensed consolidated statements of operations for the nine months ended September 30, 2024.

As part of the Company's decision to discontinue investments in its Digipass CX product (see Note 16, Restructuring and Other Related Charges), write-offs of $1.4 million for capitalized software were recorded in "Restructuring and other related charges" on the condensed consolidated statements of operations for the nine months ended September 30, 2023.

In conjunction with the Company's Chicago office lease abandonment (see Note 16, 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 condensed consolidated statements of operations for the nine months ended September 30, 2023.

Due to the Company's Brussels office lease termination (see Note 16, Restructuring and Other Related Charges), $0.6 million of leasehold improvements were written off and recorded in "Restructuring and other related charges" on the condensed consolidated statements of operations during the three and nine months ended September 30, 2023.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
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	The accompanying unaudited condensed consolidated financial statements include the accounts of OneSpan and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Principles of Consolidation	The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Estimates and Assumptions	The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Currency Translation and Transactions	The financial position and results of operations of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated into U.S. Dollars using current exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates are charged or credited to other comprehensive income (loss). Gains and losses resulting from foreign currency transactions are included in the condensed consolidated statements of operations in other (expense) income, net.
Restricted Cash	The Company is party to lease agreements that require letters of credit to secure the obligations which totaled $0.4 million at both September 30, 2024 and December 31, 2023. Additionally, the Company maintained a cash guarantee with a payroll vendor in the amount of $0 and $0.1 million at September 30, 2024 and December 31, 2023, respectively. The restricted cash related to the letters of credit and the payroll vendor cash guarantee is recorded in "Restricted cash" on the condensed consolidated balance sheets.
Recently Issued Accounting Pronouncements	From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by 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 does not expect the adoption of the new standard to have a material impact 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 15, 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.
Segment Information	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 directly attributable to a particular segment.
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.

Allowance for Credit Losses (Details) $ in Thousands	9 Months Ended
Allowance for Credit Losses (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Changes in the allowance for credit losses
Beginning Balance	$ 1,536
Provision for (recovery of)	(87)
Write-offs	(37)
Net foreign currency translation	2
Ending Balance	$ 1,414

Long-Term Compensation Plan and Stock Based Compensation - Allocation of Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based compensation	$ 2,662	$ 1,878	$ 6,110	$ 10,192
Other long-term incentive plan compensation	82	55	248	234
Total compensation	$ 2,744	$ 1,933	$ 6,358	$ 10,426

CONDENSED 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, 2022		39,726
Beginning balance at Dec. 31, 2022	$ 203,311	$ 40	$ (18,222)	$ 107,305	$ 128,738	$ (14,550)
Beginning balance, treasury stock (in shares) at Dec. 31, 2022			1,038
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(8,356)				(8,356)
Foreign currency translation adjustment, net of tax	1,715					1,715
Share-based compensation	3,812			3,812
Vesting of restricted stock awards (in shares)		329
Tax payments for stock issuances (in shares)		(105)
Tax payments for stock issuances	(1,098)			(1,098)
Unrealized gain (loss) on available-for-sale securities	7					7
Pension adjustment, net of tax	(60)					(60)
Ending balance (in shares) at Mar. 31, 2023		39,950
Ending balance at Mar. 31, 2023	199,331	$ 40	$ (18,222)	110,019	120,382	(12,888)
Ending balance, treasury stock (in shares) at Mar. 31, 2023			1,038
Beginning balance (in shares) at Dec. 31, 2022		39,726
Beginning balance at Dec. 31, 2022	203,311	$ 40	$ (18,222)	107,305	128,738	(14,550)
Beginning balance, treasury stock (in shares) at Dec. 31, 2022			1,038
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(30,240)
Foreign currency translation adjustment, net of tax	93
Unrealized gain (loss) on available-for-sale securities	6
Ending balance (in shares) at Sep. 30, 2023		39,816
Ending balance at Sep. 30, 2023	177,318	$ 40	$ (21,749)	115,162	98,498	(14,633)
Ending balance, treasury stock (in shares) at Sep. 30, 2023			1,343
Beginning balance (in shares) at Mar. 31, 2023		39,950
Beginning balance at Mar. 31, 2023	199,331	$ 40	$ (18,222)	110,019	120,382	(12,888)
Beginning balance, treasury stock (in shares) at Mar. 31, 2023			1,038
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(17,751)				(17,751)
Foreign currency translation adjustment, net of tax	1,025					1,025
Share-based compensation	4,503			4,503
Vesting of restricted stock awards (in shares)		44
Tax payments for stock issuances (in shares)		(15)
Tax payments for stock issuances	(449)			(449)
Unrealized gain (loss) on available-for-sale securities	1					1
Pension adjustment, net of tax	(61)					(61)
Ending balance (in shares) at Jun. 30, 2023		39,979
Ending balance at Jun. 30, 2023	186,599	$ 40	$ (18,222)	114,073	102,631	(11,923)
Ending balance, treasury stock (in shares) at Jun. 30, 2023			1,038
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(4,133)				(4,133)
Foreign currency translation adjustment, net of tax	(2,647)					(2,647)
Share-based compensation	1,878			1,878
Vesting of restricted stock awards (in shares)		226
Tax payments for stock issuances (in shares)		(84)
Tax payments for stock issuances	(789)			(789)
Unrealized gain (loss) on available-for-sale securities	(2)					(2)
Share repurchases (in shares)		305	305
Share repurchases	(3,527)		$ (3,527)
Pension adjustment, net of tax	(61)					(61)
Ending balance (in shares) at Sep. 30, 2023		39,816
Ending balance at Sep. 30, 2023	$ 177,318	$ 40	$ (21,749)	115,162	98,498	(14,633)
Ending balance, treasury stock (in shares) at Sep. 30, 2023			1,343
Beginning balance (in shares) at Dec. 31, 2023	37,519	37,519
Beginning balance at Dec. 31, 2023	$ 159,141	$ 38	$ (47,377)	118,620	98,939	(11,079)
Beginning balance, treasury stock (in shares) at Dec. 31, 2023	3,724		3,724
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 13,468				13,468
Foreign currency translation adjustment, net of tax	(1,655)					(1,655)
Share-based compensation	1,540			1,540
Vesting of restricted stock awards (in shares)		402
Tax payments for stock issuances (in shares)		(153)
Tax payments for stock issuances	(1,595)			(1,595)
Pension adjustment, net of tax	(30)					(30)
Ending balance (in shares) at Mar. 31, 2024		37,768
Ending balance at Mar. 31, 2024	$ 170,869	$ 38	$ (47,377)	118,565	112,407	(12,764)
Ending balance, treasury stock (in shares) at Mar. 31, 2024			3,724
Beginning balance (in shares) at Dec. 31, 2023	37,519	37,519
Beginning balance at Dec. 31, 2023	$ 159,141	$ 38	$ (47,377)	118,620	98,939	(11,079)
Beginning balance, treasury stock (in shares) at Dec. 31, 2023	3,724		3,724
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 28,294
Foreign currency translation adjustment, net of tax	3,764
Unrealized gain (loss) on available-for-sale securities	$ 0
Ending balance (in shares) at Sep. 30, 2024	37,910	37,910
Ending balance at Sep. 30, 2024	$ 194,586	$ 38	$ (47,377)	122,098	127,233	(7,406)
Ending balance, treasury stock (in shares) at Sep. 30, 2024	3,724		3,724
Beginning balance (in shares) at Mar. 31, 2024		37,768
Beginning balance at Mar. 31, 2024	$ 170,869	$ 38	$ (47,377)	118,565	112,407	(12,764)
Beginning balance, treasury stock (in shares) at Mar. 31, 2024			3,724
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	6,553				6,553
Foreign currency translation adjustment, net of tax	(488)					(488)
Share-based compensation	1,908			1,908
Vesting of restricted stock awards (in shares)		29
Tax payments for stock issuances (in shares)		(11)
Tax payments for stock issuances	(236)			(236)
Unrealized gain (loss) on available-for-sale securities	2					2
Pension adjustment, net of tax	(29)					(29)
Ending balance (in shares) at Jun. 30, 2024		37,786
Ending balance at Jun. 30, 2024	178,579	$ 38	$ (47,377)	120,237	118,960	(13,279)
Ending balance, treasury stock (in shares) at Jun. 30, 2024			3,724
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	8,273				8,273
Foreign currency translation adjustment, net of tax	5,907					5,907
Share-based compensation	2,662			2,662
Vesting of restricted stock awards (in shares)		205
Tax payments for stock issuances (in shares)		(81)
Tax payments for stock issuances	(801)			(801)
Unrealized gain (loss) on available-for-sale securities	(2)					(2)
Pension adjustment, net of tax	$ (32)					(32)
Ending balance (in shares) at Sep. 30, 2024	37,910	37,910
Ending balance at Sep. 30, 2024	$ 194,586	$ 38	$ (47,377)	$ 122,098	$ 127,233	$ (7,406)
Ending balance, treasury stock (in shares) at Sep. 30, 2024	3,724		3,724

Earnings per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings per Share

Basic earnings per share is based on the weighted average number of shares outstanding and excludes the dilutive effect of common stock equivalents. Diluted earnings per share is based on the weighted average number of shares outstanding and includes the dilutive effect of common stock equivalents to the extent they are not anti-dilutive. Because the Company was in a net loss position for the three and nine months ended September 30, 2023, diluted net loss per share for the period excludes the effects of common stock equivalents, which are anti-dilutive.

The details of the earnings per share calculations for the three and nine months ended September 30, 2024 and 2023 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2024		2023		2024		2023
Net income (loss)	$	8,273	$	(4,133)	$	28,294	$	(30,240)
Weighted average common shares outstanding:
Basic	38,695		40,454		38,323		40,529
Incremental shares with dilutive effect:
Restricted stock units	763		—		541		—
Diluted	39,458		40,454		38,864		40,529

Net income (loss) per share:
Basic	$	0.21	$	(0.10)	$	0.74	$	(0.75)
Diluted	$	0.21	$	(0.10)	$	0.73	$	(0.75)

Leases - Schedule of Supplemental Consolidated Balance Sheet Information Related to our Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Lessee, Lease, Description [Line Items]
Total net operating lease costs	$ 668	$ 639	$ 1,861	$ 2,206
Building rent
Lessee, Lease, Description [Line Items]
Total net operating lease costs	331	369	847	1,370
Automobile rentals
Lessee, Lease, Description [Line Items]
Total net operating lease costs	$ 337	$ 270	$ 1,014	$ 836

Long-Term Compensation Plan and Stock Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of compensation expense

The following table summarizes stock-based compensation expense and other long-term incentive plan compensation expense for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Stock-based compensation (1)	$	2,662	$	1,878	$	6,110	$	10,192
Other long-term incentive plan compensation (2)	82		55		248		234
Total compensation	$	2,744	$	1,933	$	6,358	$	10,426

(1) Stock-based compensation increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, and was primarily due to awards granted to the former interim CEO upon accepting the permanent role of President and CEO. For the nine months ended September 30, 2024, stock-based compensation declined as compared to the nine months ended September 30, 2023, which was largely due to the departure of the former CEO and forfeitures reversed upon his termination and timing of annual grants, lower awards granted for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, offset by awards granted to the CEO in the current quarter.

(2) Other long-term incentive compensation consists of immaterial expense for cash incentive awards granted to employees located in jurisdictions where we do not issue stock-based compensation due to tax, regulatory or similar reasons.

Restructuring and Other Related Charges - Operating Costs (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Restructuring Reserve [Roll Forward]
Beginning balance	$ 5,015
Additions	3,674
Payments	(6,392)
Ending balance	2,297
Employee Costs
Restructuring Reserve [Roll Forward]
Beginning balance	3,130
Additions	3,447
Payments	(4,901)
Ending balance	1,676
Real Estate Rationalization
Restructuring Reserve [Roll Forward]
Beginning balance	1,885
Additions	227
Payments	(1,491)
Ending balance	$ 621

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

Operating lease cost details for the three and nine months ended September 30, 2024 and 2023 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Building rent	$	331	$	369	$	847	$	1,370
Automobile rentals	337		270		1,014		836
Total net operating lease costs	$	668	$	639	$	1,861	$	2,206

At September 30, 2024, the Company’s weighted average remaining lease term for its operating leases is 5.5 years, and the weighted average discount rate for its operating leases is 6%.

During the nine months ended September 30, 2024, there were $1.9 million of operating cash payments for lease liabilities and $2.8 million of right-of-use assets obtained in exchange for new lease liabilities.

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 and commenced in the second quarter of 2024.

As part of its multi-year restructuring plan (see Note 16, 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 on the condensed consolidated statements of operations for the nine months ended September 30, 2023 in "Restructuring and other related charges". The underlying lease right-of-use asset for the Chicago leased office space were written off, and a $0.3 million gain related to rent concessions and tenant improvement allowances was recorded on the condensed consolidated statement of operations for the nine months ended September 30, 2023 in "Restructuring and other related charges". In August 2024, the Company finalized its early termination agreement with the landlord to terminate and release any further obligations for either party.

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 on the condensed consolidated statements of operations for the three and nine months ended September 30, 2023 in "Restructuring and other related charges". The underlying lease right-of-use asset and lease liability for the Brussels leased office space were written off, and a $0.6 million loss related to rent concessions and tenant improvement allowances was recorded on the condensed consolidated statements of operations for the three and nine months ended September 30, 2023 in "Restructuring and other related charges".

Maturities of the Company’s operating leases as of September 30, 2024 are as follows:


(In thousands)	As of September 30, 2024
2024	$	960
2025	2,112
2026	2,124
2027	1,867
2028	1,757
Later years	2,330
Less imputed interest	(1,581)

Total lease liabilities	$	9,569

Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue
Revenue	$ 56,242	$ 58,838	$ 182,008	$ 172,178
Products and licenses transferred at a point in time
Revenue
Revenue	28,640	31,732	98,875	95,461
Services transferred over time
Revenue
Revenue	27,602	27,106	83,133	76,717
EMEA
Revenue
Revenue	$ 22,342	$ 26,233	$ 79,377	$ 80,592
EMEA \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Revenue
Percent of total	40.00%	45.00%	44.00%	47.00%
Americas
Revenue
Revenue	$ 22,106	$ 19,999	$ 64,549	$ 58,828
Americas \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Revenue
Percent of total	39.00%	34.00%	35.00%	34.00%
APAC
Revenue
Revenue	$ 11,794	$ 12,606	$ 38,082	$ 32,758
APAC \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Revenue
Percent of total	21.00%	21.00%	21.00%	19.00%
Subscription
Revenue
Revenue	$ 33,648	$ 26,185	$ 103,283	$ 79,126
Maintenance and support
Revenue
Revenue	9,644	12,271	30,446	35,035
Professional services and other
Revenue
Revenue	$ 853	$ 1,543	$ 3,866	$ 4,666
License \| Revenue from Contract with Customer, Product and Service Benchmark \| Product Concentration Risk
Revenue
Percent of total	1.00%	1.00%	1.00%	1.00%
Hardware products
Revenue
Revenue	$ 12,097	$ 18,839	$ 44,413	$ 53,351

Intangible Assets

9 Months Ended

Sep. 30, 2024

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

Intangible assets as of September 30, 2024 and December 31, 2023 consist of the following:


		As of September 30, 2024				As of December 31, 2023
(In thousands)	Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Acquired technology	3 to 7	$	42,836	$	42,664	$	43,869	$	42,712
Customer relationships	5 to 12	35,173		28,048		34,773		25,960
Patents, trademarks, and other	10 to 20	13,147		12,327		13,103		12,241
Total		$	91,156	$	83,039	$	91,745	$	80,913

Amortization expense was $0.6 million and $2.0 million for the three and nine months ended September 30, 2024, respectively, compared to $0.7 million and $2.0 million for the three and nine months ended September 30, 2023, respectively. Amortization expense includes cost of sales amortization expense directly related to delivering cloud subscription revenue of $0 and $0.2 million for the three and nine months ended September 30, 2024, respectively, and

$0.1 million and $0.3 million for the three and nine months ended September 30, 2023, respectively. Costs are recorded in "Services and other cost of goods sold" on the condensed consolidated statements of operations.

Certain intangible assets are denominated in functional currencies besides the U.S. dollar and are subject to currency fluctuations.

In connection with the continued execution of cost reductions, during the quarter ended June 30, 2024, the Company decided to stop any incremental development investments supporting its previously acquired blockchain technology and related commercial efforts (see Note 16, Restructuring and Other Related Charges). This asset contributed no revenue as it was still in its investment stage. As a result, the Company wrote-off $0.8 million associated with the remaining unamortized value of this intangible asset in "Services and other cost of goods sold" on the condensed consolidated statements of operations for the nine months ended September 30, 2024.

There were no other write-offs or impairments of intangible assets recorded during the nine months ended September 30, 2024 and 2023.

Fair Value Measurements - Narrative (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Liabilities, fair value	$ 0	$ 0

Property and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2024

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 September 30, 2024 and December 31, 2023:


(In thousands)	September 30, 2024		December 31, 2023
Office equipment and software	$	8,820	$	8,574
Leasehold improvements	7,642		7,459
Furniture and fixtures	3,669		3,658
Capitalized software	18,063		12,560
Total	38,194		32,251
Accumulated depreciation	(17,356)		(13,529)
Property and equipment, net	$	20,838	$	18,722

Inventories, net (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of inventories, net

Inventories, net consist of the following:


(In thousands)	September 30, 2024		December 31, 2023
Component parts (1)	$	5,655	$	8,230
Finished goods	7,364		7,323
Total	$	13,019	$	15,553

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies There have been no changes to the significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 6, 2024 that have had a material impact on the Company’s condensed consolidated financial statements and related notes. Restricted Cash The Company is party to lease agreements that require letters of credit to secure the obligations which totaled $0.4 million at both September 30, 2024 and December 31, 2023. Additionally, the Company maintained a cash guarantee with a payroll vendor in the amount of $0 and $0.1 million at September 30, 2024 and December 31, 2023, respectively. The restricted cash related to the letters of credit and the payroll vendor cash guarantee is recorded in "Restricted cash" on the condensed consolidated balance sheets. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) or other standard setting bodies that are adopted by 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 does not expect the adoption of the new standard to have a material impact 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 15, 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.

Revenue from Contracts with Customers - Performance Obligations (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Revenue
Future revenue related to current unsatisfied performance obligations	$ 91,040
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01
Revenue
Future revenue related to current unsatisfied performance obligations	$ 18,493
Revenue, remaining performance obligation, expected timing of satisfaction, period	3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue
Future revenue related to current unsatisfied performance obligations	$ 41,877
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	$ 22,792
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	$ 7,878
Revenue, remaining performance obligation, expected timing of satisfaction, period

Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net income (loss)	$ 8,273	$ 6,553	$ 13,468	$ (4,133)	$ (17,751)	$ (8,356)	$ 28,294	$ (30,240)
Weighted average common shares outstanding:
Basic (in shares)	38,695			40,454			38,323	40,529
Incremental shares with dilutive effect:
Restricted stock units (in shares)	763			0			541	0
Diluted (in shares)	39,458			40,454			38,864	40,529
Net income (loss) per share:
Basic (in dollars per share)	$ 0.21			$ (0.10)			$ 0.74	$ (0.75)
Diluted (in dollars per share)	$ 0.21			$ (0.10)			$ 0.73	$ (0.75)

Earnings per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of details of earnings per share calculations

The details of the earnings per share calculations for the three and nine months ended September 30, 2024 and 2023 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2024		2023		2024		2023
Net income (loss)	$	8,273	$	(4,133)	$	28,294	$	(30,240)
Weighted average common shares outstanding:
Basic	38,695		40,454		38,323		40,529
Incremental shares with dilutive effect:
Restricted stock units	763		—		541		—
Diluted	39,458		40,454		38,864		40,529

Net income (loss) per share:
Basic	$	0.21	$	(0.10)	$	0.74	$	(0.75)
Diluted	$	0.21	$	(0.10)	$	0.73	$	(0.75)

Revenue from Contracts with Customers - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($) geographicalRegion
Revenue
Number of geographic regions \| geographicalRegion	3
Revenue recognized that was included in the balance sheet \| $	$ 58.1
Amortization period	7 years
Minimum
Revenue
The amount of time contract assets are transferred to receivables	2 years
Maximum
Revenue
The amount of time contract assets are transferred to receivables	5 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Goodwill (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill activity

The following table presents the changes in goodwill during the nine months ended September 30, 2024:


(In thousands)	Digital Agreements		Security Solutions		Total
Net balance at December 31, 2023	$	20,893	$	72,791	$	93,684
Foreign currency exchange rate effect	534		1,914		2,448

Net balance at September 30, 2024	$	21,427	$	74,705	$	96,132

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Inventories, net

9 Months Ended

Sep. 30, 2024

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 first-in, first-out (FIFO) method.

Inventories, net consist of the following:


(In thousands)	September 30, 2024		December 31, 2023
Component parts (1)	$	5,655	$	8,230
Finished goods	7,364		7,323
Total	$	13,019	$	15,553

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

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 September 30, 2024 and December 31, 2023:


	Fair Value Measurement at Reporting Date Using
(In thousands)	September 30, 2024		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	$	58,138	$	58,138	$	—	$	—


	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	$	—	$	—

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Intangible assets, net
Gross Carrying Amount	$ 91,156	$ 91,745
Accumulated Amortization	83,039	80,913
Acquired technology
Intangible assets, net
Gross Carrying Amount	42,836	43,869
Accumulated Amortization	$ 42,664	$ 42,712
Acquired technology \| Minimum
Intangible assets, net
Useful Life (in years)	3 years	3 years
Acquired technology \| Maximum
Intangible assets, net
Useful Life (in years)	7 years	7 years
Customer relationships
Intangible assets, net
Gross Carrying Amount	$ 35,173	$ 34,773
Accumulated Amortization	$ 28,048	$ 25,960
Customer relationships \| Minimum
Intangible assets, net
Useful Life (in years)	5 years	5 years
Customer relationships \| Maximum
Intangible assets, net
Useful Life (in years)	12 years	12 years
Patents, trademarks, and other
Intangible assets, net
Gross Carrying Amount	$ 13,147	$ 13,103
Accumulated Amortization	$ 12,327	$ 12,241
Patents, trademarks, and other \| Minimum
Intangible assets, net
Useful Life (in years)	10 years	10 years
Patents, trademarks, and other \| Maximum
Intangible assets, net
Useful Life (in years)	20 years	20 years

Long-Term Compensation Plan and Stock Based Compensation (Details) - 2019 Omnibus Incentive Plan - USD ($) shares in Millions, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Restricted Stock, subject to time-based criteria
Plan information
Stock based compensation awards issued shares (in shares)		0.4
Restricted stock awards		$ 5.0
Restricted Stock, subject to time-based criteria \| Minimum
Plan information
Vesting period (in years)		1 year
Restricted Stock, subject to time-based criteria \| Maximum
Plan information
Vesting period (in years)		3 years
Restricted Stock Subject To Service Criteria
Plan information
Stock based compensation awards issued shares (in shares)		0.1
Restricted stock awards		$ 1.6
Restricted stock expected to be earned, percent		100.00%
Restricted Stock Subject To Service Criteria \| Minimum
Plan information
Vesting period (in years)		1 year
Restricted Stock Subject To Service Criteria \| Maximum
Plan information
Vesting period (in years)		3 years
Restricted Stock Subject To Market Condition Is Achieved
Plan information
Stock based compensation awards issued shares (in shares)	0.3	0.3
Restricted stock awards		$ 3.7
Restricted stock expected to be earned, percent		100.00%
Restricted Stock Subject To Market Condition Is Achieved \| Minimum
Plan information
Vesting period (in years)		1 year
Restricted Stock Subject To Market Condition Is Achieved \| Maximum
Plan information
Vesting period (in years)		4 years

Legal Proceedings and Contingencies	9 Months Ended
Legal Proceedings and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings and Contingencies	Legal Proceedings and Contingencies The Company is subject to certain legal proceedings and claims that have arisen in the ordinary course of business. The Company currently does not anticipate that these matters, if resolved against the Company, will have a material adverse impact on its financial results or financial condition. The Company accrues loss contingencies when losses become probable and are reasonably estimable. As of September 30, 2024, the Company has recorded an accrual of $0.8 million for loss contingencies associated with employment-termination benefits. The Company does not accrue for contingent losses that, in the judgment of the Company, are considered to be reasonably possible, but not probable. 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. As of September 30, 2024, the Company does not have any reasonably possible losses for which an estimate can be made.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Accounts receivable, allowance for doubtful accounts	$ 1,414	$ 1,536
Stockholders' equity
Preferred stock, shares authorized (in shares)	500,000	500,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	75,000,000	75,000,000
Common stock, shares issued (in shares)	41,634,000	41,243,000
Common stock, shares outstanding (in shares)	37,910,000	37,519,000
Treasury stock, common, shares (in shares)	3,724,000	3,724,000

Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 1,400	$ 1,000	$ 4,100	$ 2,500
Write-off of property and equipment, net			1,053	2,712
Services And Other Cost Of Goods Sold
Property, Plant and Equipment [Line Items]
Write-off of property and equipment, net			700
Restructuring And Other Related Charges
Property, Plant and Equipment [Line Items]
Write-off of property and equipment, net			300
Cloud Subscription Agreements
Property, Plant and Equipment [Line Items]
Depreciation expense directly related to generating revenue	$ 700	400	2,200	400
Property, Plant and Equipment
Property, Plant and Equipment [Line Items]
Write-off of property and equipment, net			$ 1,000
Capitalized software \| Security Solutions
Property, Plant and Equipment [Line Items]
Write-off of property and equipment, net				1,400
Leasehold improvements \| Chicago Office
Property, Plant and Equipment [Line Items]
Write-off of property and equipment, net				600
Leasehold improvements \| Brussels Office
Property, Plant and Equipment [Line Items]
Write-off of property and equipment, net		$ 600		600
Office equipment and software \| Chicago Office
Property, Plant and Equipment [Line Items]
Write-off of property and equipment, net				$ 100

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue
Total revenue	$ 56,242	$ 58,838	$ 182,008	$ 172,178
Cost of goods sold
Total cost of goods sold	14,694	18,169	52,724	57,929
Gross profit	41,548	40,669	129,284	114,249
Operating costs
Sales and marketing	10,138	16,664	33,574	56,388
Research and development	7,533	10,133	24,133	29,686
General and administrative	11,343	11,559	32,907	44,038
Restructuring and other related charges	697	6,524	3,905	13,076
Amortization of intangible assets	585	583	1,766	1,749
Total operating costs	30,296	45,463	96,285	144,937
Operating income (loss)	11,252	(4,794)	32,999	(30,688)
Interest income, net	624	587	1,246	1,675
Other income (expense), net	(1,915)	353	(1,293)	342
Income (loss) before income taxes	9,961	(3,854)	32,952	(28,671)
Provision for income taxes	1,688	279	4,658	1,569
Net income (loss)	$ 8,273	$ (4,133)	$ 28,294	$ (30,240)
Net income (loss) per share
Basic (in dollars per share)	$ 0.21	$ (0.10)	$ 0.74	$ (0.75)
Diluted (in dollars per share)	$ 0.21	$ (0.10)	$ 0.73	$ (0.75)
Weighted average common shares outstanding
Basic (in shares)	38,695	40,454	38,323	40,529
Diluted (in shares)	39,458	40,454	38,864	40,529
Product and license
Revenue
Total revenue	$ 28,640	$ 31,732	$ 98,875	$ 95,461
Cost of goods sold
Total cost of goods sold	7,394	11,004	28,347	36,330
Services and other
Revenue
Total revenue	27,602	27,106	83,133	76,717
Cost of goods sold
Total cost of goods sold	$ 7,300	$ 7,165	$ 24,377	$ 21,599

Goodwill (Details) - USD ($)	9 Months Ended
Goodwill (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Goodwill [Roll Forward]
Net balance at December 31, 2023	$ 93,684,000
Foreign currency exchange rate effect	2,448,000
Net balance at September 30, 2024	96,132,000
Goodwill impairment	0	$ 0
Digital Agreements
Goodwill [Roll Forward]
Net balance at December 31, 2023	20,893,000
Foreign currency exchange rate effect	534,000
Net balance at September 30, 2024	21,427,000
Security Solutions
Goodwill [Roll Forward]
Net balance at December 31, 2023	72,791,000
Foreign currency exchange rate effect	1,914,000
Net balance at September 30, 2024	$ 74,705,000

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Paragraph 100
-Subparagraph (d)
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Reference 4: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147481372/852-10-55-10

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
-Section 45
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482598/350-20-45-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

Allowance for Credit Losses (Tables)

9 Months Ended

Sep. 30, 2024

Credit Loss [Abstract]

Schedule change in the allowance for credit losses

The changes in the allowance for credit losses during the nine months ended September 30, 2024 were as follows:


(In thousands)
Balance at December 31, 2023	$	1,536
Provision for (recovery of)	(87)
Write-offs	(37)
Net foreign currency translation	2
Balance at September 30, 2024	$	1,414

Restructuring and Other Related Charges - Narrative (Detail) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) employee	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Restructuring Plan
Write-off of property and equipment, net			$ 1,053	$ 2,712
Write-off of intangible assets			804	0
Restructuring and other related charges	$ 697	$ 6,524	3,905	13,076
Digital Agreements
Restructuring Plan
Write-off of intangible assets			800
Services And Other Cost Of Goods Sold
Restructuring Plan
Write-off of property and equipment, net			700
Restructuring And Other Related Charges
Restructuring Plan
Write-off of property and equipment, net			300
Property, Plant and Equipment
Restructuring Plan
Write-off of property and equipment, net			1,000
Capitalized software \| Security Solutions
Restructuring Plan
Write-off of property and equipment, net				1,400
Employee Costs
Restructuring Plan
Severance-related costs	700	5,100	$ 3,400	8,200
Number of employees eliminated \| employee			330
Restructuring liability, current	1,800		$ 1,800
Real Estate Rationalization
Restructuring Plan
Restructuring liability, current	500		500
Real Estate Rationalization \| Chicago Office
Restructuring Plan
Gain (loss) on rent concession and tenant improvement allowances				300	$ 300
Write-off of property and equipment, net			700
Real Estate Rationalization \| Brussels Office
Restructuring Plan
Gain (loss) on rent concession and tenant improvement allowances		(600)		(600)	$ (100)
Write-off of property and equipment, net			600
Vendor Rationalization
Restructuring Plan
Restructuring and other related charges	0	500	200	700
Plan
Restructuring Plan
Restructuring and related cost, incurred cost	700		5,500
Plan \| Services And Other Cost Of Goods Sold
Restructuring Plan
Restructuring and related cost, incurred cost	100		1,500
Plan \| Restructuring And Other Related Charges
Restructuring Plan
Restructuring and related cost, incurred cost	$ 700	$ 6,500	$ 3,900	$ 13,100

Description of the Company and Basis of Presentation (Details) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($) segment	Jun. 30, 2022 segment	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($) segment	Jan. 01, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business transformation plan, term						3 years
Number of reportable segments	2	2	2	2	2
Number of operating segments	2	2	2	2	2
Loss from foreign currency transactions \| $	$ 2.0	$ 0.1		$ 1.8	$ 0.5

Property and Equipment, net - Schedule of Major Classes of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total	$ 38,194	$ 32,251
Accumulated depreciation	(17,356)	(13,529)
Property and equipment, net	20,838	18,722
Office equipment and software
Property, Plant and Equipment [Line Items]
Total	8,820	8,574
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total	7,642	7,459
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total	3,669	3,658
Capitalized software
Property, Plant and Equipment [Line Items]
Total	$ 18,063	$ 12,560

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Oct. 24, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
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 $0.001 per share
Trading Symbol	OSPN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		37,991,056
Entity Central Index Key	0001044777
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

Long-Term Compensation Plan and Stock Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Long-Term Compensation Plan and Stock Based Compensation

Under the OneSpan Inc. 2019 Omnibus Incentive Plan, the Company awards restricted stock units subject to time-based vesting, restricted stock units which are subject to the achievement of future performance criteria and restricted stock units that are subject to the achievement of market conditions. The Company also awards a small amount of cash incentive awards under the 2019 Omnibus Incentive Plan, as shown in the table below.

The Company awarded 0.4 million restricted stock units during the nine months ended September 30, 2024, subject to time-based vesting. The fair value of the unissued time-based restricted stock unit grants was $5.0 million at the dates of grant and the grants are being amortized over the vesting periods of one to three years.

The Company awarded restricted stock units subject to the achievement of service and future performance criteria during the nine months ended September 30, 2024, which allows for up to 0.1 million shares to be earned if the performance criteria are achieved at the target level. The fair value of these awards was $1.6 million as the dates of grant

and the awards are being amortized over the requisite service period of one to three years. The Company currently believes that approximately 100% of these shares are expected to be earned.

The Company awarded restricted stock units subject to the achievement of service and market conditions during the three and nine months ended September 30, 2024, which allows for up to 0.3 million shares to be earned if the market condition is achieved at the target level. The fair value of these awards was $3.7 million as the dates of grant and the awards are being amortized over the requisite service period of one to four years. The Company currently believes that approximately 100% of these shares are expected to be earned.

The following table summarizes stock-based compensation expense and other long-term incentive plan compensation expense for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Stock-based compensation (1)	$	2,662	$	1,878	$	6,110	$	10,192
Other long-term incentive plan compensation (2)	82		55		248		234
Total compensation	$	2,744	$	1,933	$	6,358	$	10,426

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

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.


	Fair Value Measurement at Reporting Date Using
(In thousands)	September 30, 2024		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	$	58,138	$	58,138	$	—	$	—


	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	$	—	$	—

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 September 30, 2024 and December 31, 2023. The Company did not have any financial liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023.

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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

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-Topic 820
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-Name Accounting Standards Codification
-Section 55
-Paragraph 100
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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

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-Name Accounting Standards Codification
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-Topic 820
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-Topic 820
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

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+ Details

Restructuring and Other Related Charges

9 Months Ended

Sep. 30, 2024

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 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, 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 $0.7 million and $5.5 million in restructuring charges for the three and nine months ended September 30, 2024 of which less than $0.1 million and $1.5 million is recorded in "Services and other cost of goods sold" in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024, respectively, and $0.7 million and $3.9 million is recorded in “Restructuring and other related charges” in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024, respectively. The Company recorded $6.5 million and $13.1 million for the three and nine months ended September 30, 2023, respectively, in “Restructuring and other related charges” in the condensed consolidated statements of operations.

The main categories of charges are in the following areas:

•Employee costs – include severance, related benefits and retention pay costs incurred as a result of eliminating positions in certain areas of the Company. For the three and nine months ended September 30, 2024 employee costs were $0.7 million and $3.4 million, respectively. For the three and nine months ended September 30, 2023, employee costs were $5.1 million and $8.2 million, respectively. In total, there were approximately 330 employees, across multiple functions, whose positions were made redundant. The $1.8 million current portion of the restructuring liability at September 30, 2024 is included in "Accrued wages and payroll taxes" in the consolidated balance sheet and is expected to be paid within the next 12 months.

•Real estate rationalization costs – includes costs to align the real estate footprint with the Company’s needs. During 2023, the Company vacated its Chicago and Brussels office spaces, which resulted in the abandonment and termination of the underlying leases. As of September 30, 2024, the Company continued to accrue contract termination fees of $0.5 million for the Chicago office, which are included in "Current lease liabilities" in the condensed consolidated balance sheet and is expected to be paid

within the next 12 months. In August 2024, the Company finalized its early termination agreement with the Chicago office landlord to terminate and release any further obligations for either party. In conjunction with the abandonment and termination of the Chicago and Brussels office leases, 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 8, Property and Equipment, net). During 2023, the Company terminated its Brussels warehouse lease, effective July 31, 2024, and incurred settlement costs associated with the lease termination.

•Product and services optimization costs – include costs to discontinue products and services that are no longer advancing the Company's operating model. The Company made the decision to stop any incremental development investments supporting its previously acquired blockchain technology, and related commercial efforts. As a result, the Company wrote-off the related acquired technology and previously capitalized software. The Company recorded a $0.8 million write-off of intangible assets in "Services and other cost of goods sold" on the condensed consolidated statements of operations for the nine months ended September 30, 2024 (see Note 7, Intangible Assets). For capitalized software, the Company recorded a write-off of $1.0 million of property and equipment, net, of which $0.7 million was recognized in "Services and other cost of goods sold" on the condensed consolidated statements of operations for the nine months ended September 30, 2024 (see Note 8, Property and Equipment, net). The remaining write-off amount of $0.3 million was recognized in "Restructuring and other related charges" on the condensed consolidated statements of operations for the nine months ended September 30, 2024. During 2023, the Company made the decision to discontinue investments in its Digipass CX product and incurred $1.4 million of write-offs for capitalized software. The charges are recorded in "Restructuring and other related charges" on the condensed consolidated statements of operations for the nine months ended September 30, 2023 (see Note 8, Property and Equipment, net).

•Vendor rationalization costs – include costs for contractually committed services the Company is no longer utilizing. The Company recognized $0 and $0.2 million, respectively, of vendor rationalization costs for the three and nine months ended September 30, 2024, and $0.5 million and $0.7 million, respectively, for the three and nine months ended September 30, 2023. These costs are included in "Restructuring and other related charges" on the condensed consolidated statements of operations.

The table below sets forth the changes in the carrying amount of the restructuring charge liability for the nine months ended September 30, 2024.


(In thousands)	Employee Costs		Real Estate Rationalization		Total
Balance as of December 31, 2023	$	3,130	$	1,885	$	5,015
Additions	3,447		227		3,674
Payments	(4,901)		(1,491)		(6,392)
Balance as of September 30, 2024	$	1,676	$	621	$	2,297

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jun. 30, 2024
Lessee, Lease, Description [Line Items]
Weighted average remaining lease term		5 years 6 months
Weighted-average discount rate		6.00%
Cash payments to settle a lease liability reported in cash flows		$ 1,900
Right-of-use assets obtained in exchange for new lease liabilities		2,800
Contract termination fees		2,297		$ 5,015
Real Estate Rationalization
Lessee, Lease, Description [Line Items]
Contract termination fees		$ 621		1,885
Chicago Office \| Real Estate Rationalization
Lessee, Lease, Description [Line Items]
Contract termination fees	$ 1,400		$ 1,400
Gain (loss) on rent concession and tenant improvement allowances			300	300
Brussels Office
Lessee, Lease, Description [Line Items]
Term of contract					9 years
Brussels Office \| Real Estate Rationalization
Lessee, Lease, Description [Line Items]
Contract termination fees	300		300
Gain (loss) on rent concession and tenant improvement allowances	$ (600)		$ (600)	$ (100)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net income (loss)	$ 28,294	$ (30,240)
Adjustments to reconcile net income (loss) from operations to net cash used in operations:
Depreciation and amortization of intangible assets	6,086	4,524
Write-off of intangible assets	804	0
Write-off of property and equipment, net	1,053	2,712
Impairments of inventories, net	0	1,568
Deferred tax (benefit) expense	(14)	44
Stock-based compensation	6,110	10,192
Provision for credit losses, net	(124)	62
Changes in operating assets and liabilities:
Accounts receivable	35,552	26,334
Inventories, net	2,639	(5,277)
Contract assets	(2,080)	(542)
Accounts payable	(4,197)	(834)
Income taxes payable	519	(2,826)
Accrued expenses	(9,491)	(4,620)
Deferred compensation	(150)	(67)
Deferred revenue	(22,165)	(15,425)
Other assets and liabilities	405	557
Net cash provided by (used in) operating activities	43,241	(13,838)
Cash flows from investing activities:
Maturities of short-term investments	0	2,330
Additions to property and equipment	(7,273)	(9,035)
Additions to intangible assets	(53)	(31)
Cash paid for acquisition of business	0	(1,800)
Net cash used in investing activities	(7,326)	(8,536)
Cash flows from financing activities:
Contingent payment related to acquisition	(200)	0
Tax payments for restricted stock issuances	(2,632)	(2,335)
Repurchase of common stock	0	(3,527)
Net cash used in financing activities	(2,832)	(5,862)
Effect of exchange rate changes on cash	1,215	145
Net increase (decrease) in cash	34,298	(28,091)
Cash, cash equivalents, and restricted cash, beginning of period	43,530	97,375
Cash, cash equivalents, and restricted cash, end of period	$ 77,828	$ 69,284

Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Finite-Lived Intangible Assets
Amortization	$ 600	$ 700	$ 2,000	$ 2,000
Write-off of intangible assets			804	0
Digital Agreements
Finite-Lived Intangible Assets
Write-off of intangible assets			800
Cloud Subscription Agreements
Finite-Lived Intangible Assets
Amortization expense directly related to generating revenue	$ 0	$ 100	$ 200	$ 300

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Leases - Maturities of our Operating Leases (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Maturities of operating leases
2024	$ 960
2025	2,112
2026	2,124
2027	1,867
2028	1,757
Later years	2,330
Less imputed interest	(1,581)
Total lease liabilities	$ 9,569

Revenue from Contracts with Customers - Capitalized Costs and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Capitalized costs to obtain contracts, current	$ 4,099		$ 4,099		$ 3,503
Capitalized costs to obtain contracts, non-current	11,367		11,367		$ 10,766
Amortization of capitalized costs to obtain contracts	$ 1,056	$ 801	$ 2,882	$ 2,286

Restructuring and Other Related Charges (Tables)

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Schedule of changes in the carrying amount of the restructuring charge liability

The table below sets forth the changes in the carrying amount of the restructuring charge liability for the nine months ended September 30, 2024.


(In thousands)	Employee Costs		Real Estate Rationalization		Total
Balance as of December 31, 2023	$	3,130	$	1,885	$	5,015
Additions	3,447		227		3,674
Payments	(4,901)		(1,491)		(6,392)
Balance as of September 30, 2024	$	1,676	$	621	$	2,297

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

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

Operating lease cost details for the three and nine months ended September 30, 2024 and 2023 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Building rent	$	331	$	369	$	847	$	1,370
Automobile rentals	337		270		1,014		836
Total net operating lease costs	$	668	$	639	$	1,861	$	2,206

Schedule of maturities of operating leases

Maturities of the Company’s operating leases as of September 30, 2024 are as follows:


(In thousands)	As of September 30, 2024
2024	$	960
2025	2,112
2026	2,124
2027	1,867
2028	1,757
Later years	2,330
Less imputed interest	(1,581)

Total lease liabilities	$	9,569

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 77,478	$ 43,001
Restricted cash	350	529
Accounts receivable, net of allowances of $1,414 at September 30, 2024 and $1,536 at December 31, 2023	28,841	64,387
Inventories, net	13,019	15,553
Prepaid expenses	6,703	6,575
Contract assets	6,390	5,139
Other current assets	9,092	11,159
Total current assets	141,873	146,343
Property and equipment, net	20,838	18,722
Operating lease right-of-use assets	7,872	6,171
Goodwill	96,132	93,684
Intangible assets, net of accumulated amortization	8,117	10,832
Deferred income taxes	1,770	1,721
Other assets	12,672	11,718
Total assets	289,274	289,191
Current liabilities
Accounts payable	13,279	17,452
Deferred revenue	48,418	69,331
Accrued wages and payroll taxes	9,452	14,335
Short-term income taxes payable	3,160	2,646
Other accrued expenses	5,903	10,684
Deferred compensation	232	382
Total current liabilities	80,444	114,830
Long-term deferred revenue	2,929	4,152
Long-term lease liabilities	7,431	6,824
Deferred income taxes	1,104	1,067
Other long-term liabilities	2,780	3,177
Total liabilities	94,688	130,050
Commitments and contingencies
Stockholders' equity
Preferred stock: 500 shares authorized, none issued and outstanding at September 30, 2024 and December 31, 2023	0	0
Common stock: $0.001 par value per share, 75,000 shares authorized; 41,634 and 41,243 shares issued; 37,910 and 37,519 shares outstanding at September 30, 2024 and December 31, 2023, respectively	38	38
Additional paid-in capital	122,098	118,620
Treasury stock, at cost: 3,724 shares outstanding at September 30, 2024 and December 31, 2023	(47,377)	(47,377)
Retained earnings	127,233	98,939
Accumulated other comprehensive loss	(7,406)	(11,079)
Total stockholders' equity	194,586	159,141
Total liabilities and stockholders' equity	$ 289,274	$ 289,191

Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Contract balances
Receivables, inclusive of trade and unbilled	$ 28,841	$ 64,387
Contract Assets (current and non-current)	7,496	5,322
Contract Liabilities (Deferred Revenue current and non-current)	$ 51,347	$ 73,483

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Line Items]
Restricted cash	$ 350	$ 529
Letter of Credit
Accounting Policies [Line Items]
Restricted cash	400	400
Guarantees
Accounting Policies [Line Items]
Restricted cash	$ 0	$ 100

Inventories, net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Component parts	$ 5,655	$ 8,230
Finished goods	7,364	7,323
Total	$ 13,019	$ 15,553

Goodwill

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The following table presents the changes in goodwill during the nine months ended September 30, 2024:


(In thousands)	Digital Agreements		Security Solutions		Total
Net balance at December 31, 2023	$	20,893	$	72,791	$	93,684
Foreign currency exchange rate effect	534		1,914		2,448

Net balance at September 30, 2024	$	21,427	$	74,705	$	96,132

No impairment of goodwill was recorded during the nine months ended September 30, 2024 and 2023.

Fair Value Measurements (Details) - Fair Value, Recurring - Money Market Funds - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 58,138	$ 8,496
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	58,138	8,496
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 0	$ 0

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Contingency [Line Items]
Effective tax rate			16.00%
Statutory tax rate			21.00%
Income tax benefit	$ (1,688)	$ (279)	$ (4,658)	$ (1,569)
Income taxes paid			2,500	$ 4,400
Administration of the Treasury, Belgium \| Settlement with Taxing Authority \| Foreign Tax Authority
Income Tax Contingency [Line Items]
Income tax benefit			$ 1,200

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Revenue from Contracts with Customers (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of 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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Subscription	$	33,648	$	26,185	$	103,283	$	79,126
Maintenance and support	9,644		12,271		30,446		35,035
Professional services and other (1)	853		1,543		3,866		4,666
Hardware products	12,097		18,839		44,413		53,351
Total Revenue	$	56,242	$	58,838	$	182,008	$	172,178

(1) Professional services and other includes perpetual software licenses revenue, which was less than 1% of total revenue for both the three and nine months ended September 30, 2024 and approximately 1% of total revenue for both the three and nine months ended September 30, 2023.

Revenue by location of customer

We classify our sales by customer location in three geographic regions: 1) EMEA, which includes Europe, Middle East and Africa; 2) the Americas, which includes North, Central, and South America; and 3) Asia Pacific (APAC), which includes Australia, New Zealand, and India. The breakdown of revenue in each of our major geographic areas was as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands, except percentages)	2024			2023			2024			2023
Revenue
EMEA	$	22,342		$	26,233		$	79,377		$	80,592
Americas	22,106			19,999			64,549			58,828
APAC	11,794			12,606			38,082			32,758
Total revenue	$	56,242		$	58,838		$	182,008		$	172,178

% of Total Revenue
EMEA	40		%	45		%	44		%	47		%
Americas	39		%	34		%	35		%	34		%
APAC	21		%	21		%	21		%	19		%

Timing of revenue recognition


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Products and licenses transferred at a point in time	$	28,640	$	31,732	$	98,875	$	95,461
Services transferred over time	27,602		27,106		83,133		76,717
Total Revenue	$	56,242	$	58,838	$	182,008	$	172,178

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 September 30, 2024 and December 31, 2023:


	September 30,		December 31,
(In thousands)	2024		2023
Receivables, inclusive of trade and unbilled	$	28,841	$	64,387
Contract Assets (current and non-current)	$	7,496	$	5,322
Contract Liabilities (Deferred Revenue current and non-current)	$	51,347	$	73,483

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 September 30, 2024:


(In thousands)	2024		2025		2026		Beyond 2026		Total
Future revenue related to current unsatisfied performance obligations	$	18,493	$	41,877	$	22,792	$	7,878	$	91,040

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 within "Other current assets" and "Other assets" on the condensed consolidated balance sheets:


(In thousands)	September 30, 2024		December 31, 2023
Capitalized costs to obtain contracts, current	$	4,099	$	3,503
Capitalized costs to obtain contracts, non-current	$	11,367	$	10,766


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Amortization of capitalized costs to obtain contracts	$	1,056	$	801	$	2,882	$	2,286

Segment Information - Reconciliation of Segment Information to the Totals Reported in the Accompanying Consolidated Financial Statements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Information
Revenue	$ 56,242	$ 58,838	$ 182,008	$ 172,178
Gross profit	$ 41,548	$ 40,669	$ 129,284	$ 114,249
Gross margin	74.00%	69.00%	71.00%	66.00%
Operating income (loss)	$ 11,252	$ (4,794)	$ 32,999	$ (30,688)
Corporate operating expenses not allocated at the segment level	30,296	45,463	96,285	144,937
Interest income, net	624	587	1,246	1,675
Other income (expense), net	(1,915)	353	(1,293)	342
Income (loss) before income taxes	9,961	(3,854)	32,952	(28,671)
Write-off of intangible assets			804	0
Write-off of property and equipment, net			1,053	2,712
Amortization of intangible assets	585	583	1,766	1,749
Impairments of inventories, net			0	1,568
Services And Other Cost Of Goods Sold
Segment Information
Write-off of property and equipment, net			700
Operating Segments
Segment Information
Operating income (loss)	23,619	11,007	69,770	22,007
Corporate operating expenses not allocated at the segment level	12,367	15,801	36,771	52,695
Digital Agreements
Segment Information
Revenue	15,405	13,012	45,280	36,426
Gross profit	$ 11,031	$ 9,808	$ 30,664	$ 26,839
Gross margin	72.00%	75.00%	68.00%	74.00%
Operating income (loss)	$ 3,419	$ (4,666)	$ 3,000	$ (17,820)
Write-off of intangible assets			800
Amortization of intangible assets	600	600	1,900	1,700
Security Solutions
Segment Information
Revenue	40,837	45,826	136,728	135,752
Gross profit	$ 30,517	$ 30,861	$ 98,620	$ 87,410
Gross margin	75.00%	67.00%	72.00%	64.00%
Operating income (loss)	$ 20,200	$ 15,673	$ 66,770	$ 39,827
Impairments of inventories, net				1,600
Security Solutions \| Capitalized software
Segment Information
Write-off of property and equipment, net				$ 1,400

Segment Information - Reconciliation of the Disaggregated Revenues to Revenues from our Two Operating Segments (Details) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($) segment	Jun. 30, 2022 segment	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($) segment
Segment Information
Number of operating segments \| segment	2	2	2	2	2
Number of reportable segments \| segment	2	2	2	2	2
Total revenue	$ 56,242	$ 58,838		$ 182,008	$ 172,178
Subscription
Segment Information
Total revenue	33,648	26,185		103,283	79,126
Professional services and other
Segment Information
Total revenue	$ 853	$ 1,543		$ 3,866	$ 4,666
License \| Revenue from Contract with Customer, Product and Service Benchmark \| Product Concentration Risk
Segment Information
Percent of total	1.00%	1.00%		1.00%	1.00%
Digital Agreements
Segment Information
Total revenue	$ 15,405	$ 13,012		$ 45,280	$ 36,426
Digital Agreements \| Subscription
Segment Information
Total revenue	15,045	11,807		43,641	32,641
Digital Agreements \| Maintenance and support
Segment Information
Total revenue	327	995		1,321	3,121
Digital Agreements \| Professional services and other
Segment Information
Total revenue	33	210		318	664
Digital Agreements \| Hardware products
Segment Information
Total revenue	0	0		0	0
Security Solutions
Segment Information
Total revenue	40,837	45,826		136,728	135,752
Security Solutions \| Subscription
Segment Information
Total revenue	18,603	14,378		59,642	46,485
Security Solutions \| Maintenance and support
Segment Information
Total revenue	9,317	11,276		29,125	31,914
Security Solutions \| Professional services and other
Segment Information
Total revenue	820	1,333		3,548	4,002
Security Solutions \| Hardware products
Segment Information
Total revenue	$ 12,097	$ 18,839		$ 44,413	$ 53,351

Description of the Company and Basis of Presentation	9 Months Ended
Description of the Company and Basis of Presentation	Sep. 30, 2024
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 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. For further information regarding the Company’s reportable segments, see Note 3, Segment Information. During the quarter ended June 30, 2023, the Company determined that it was unlikely to achieve the revenue growth levels set forth in its 2022 strategic plan within the contemplated three-year timeframe. A number of factors contributed to the challenges achieving the originally planned growth levels, particularly in Digital Agreements, on the timeframes set forth in the 2022 strategic plan. In response to these challenges, the Company modified its strategy to focus more heavily on improving profitability margins across the business. To this end, in August 2023, the Company’s Board approved cost reduction actions (the “2023 Actions”) to seek to drive higher levels of profitability while maintaining the Company’s long-term growth potential. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of OneSpan and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the results of the interim periods presented. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Estimates and Assumptions The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Translation and Transactions The financial position and results of operations of the majority of the Company’s foreign subsidiaries are measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated into U.S. Dollars using current exchange rates as of the balance sheet date. Revenue and expenses are translated at average exchange rates prevailing during the year. Translation adjustments arising from differences in exchange rates are charged or credited to other comprehensive income (loss). Gains and losses resulting from foreign currency transactions are included in the condensed consolidated statements of operations in other (expense) income, net. Foreign exchange transaction losses aggregated to $2.0 million and $1.8 million for the three and nine months ended September 30, 2024, respectively. Foreign exchange transaction losses aggregated to $0.1 million and $0.5 million for the three and nine months ended September 30, 2023, respectively.

Legal Proceedings and Contingencies (Details) $ in Millions	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Liabilities accrued	$ 0.8

Segment Information (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

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

The tables below set forth information about the Company’s reportable operating segments for the three and nine months ended September 30, 2024 and 2023, along with the items necessary to reconcile the segment information to the totals reported in the accompanying condensed consolidated financial statements.


	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands, except percentages)	2024			2023			2024			2023
Digital Agreements
Revenue	$	15,405		$	13,012		$	45,280		$	36,426
Gross profit (1)	$	11,031		$	9,808		$	30,664		$	26,839
Gross margin	72		%	75		%	68		%	74		%
Operating income (loss) (2)	$	3,419		$	(4,666)		$	3,000		$	(17,820)

Security Solutions
Revenue	$	40,837		$	45,826		$	136,728		$	135,752
Gross profit (3)	$	30,517		$	30,861		$	98,620		$	87,410
Gross margin	75		%	67		%	72		%	64		%
Operating income (4)	$	20,200		$	15,673		$	66,770		$	39,827

Total Company:
Revenue	$	56,242		$	58,838		$	182,008		$	172,178
Gross profit	$	41,548		$	40,669		$	129,284		$	114,249
Gross margin	74		%	69		%	71		%	66		%

Statements of Operations reconciliation:
Segment operating income	$	23,619		$	11,007		$	69,770		$	22,007
Corporate operating expenses not allocated at the segment level	12,367			15,801			36,771			52,695
Operating income (loss)	$	11,252		$	(4,794)		$	32,999		$	(30,688)
Interest income, net	624			587			1,246			1,675
Other income (expense), net	(1,915)			353			(1,293)			342
Income (loss) before income taxes	$	9,961		$	(3,854)		$	32,952		$	(28,671)

(1) Digital Agreements gross profit includes intangible asset write-off of $0.8 million and internal capitalized software write-off of $0.7 million (see Note 7, Intangible Assets and Note 8, Property and Equipment, net ) for the nine months ended September 30, 2024.

(2) Digital Agreements operating income (loss) includes $0.6 million and $1.9 million of amortization of intangible assets expense for the three and nine months ended September 30, 2024, respectively, and $0.6 million and $1.7 million of amortization of intangible assets expense for the three and nine months ended September 30, 2023, respectively.

(3) Security Solutions gross profit includes $1.6 million of inventory impairments related to discontinuation of investments in our Digipass CX product for the nine months ended September 30, 2023 (see Note 5, Inventories, net).

(4) Security Solutions operating income includes $1.6 million of inventory impairments and $1.4 million of capitalized software write-offs related to discontinuation of investments in our Digipass CX product for the nine months ended September 30, 2023 (see Note 5, Inventories, net and Note 8, Property and Equipment, net).

Schedule of reconciliation of the disaggregated revenues to revenues from our two operating segments

The following tables illustrate the disaggregation of revenues by category and services, including a reconciliation of the disaggregated revenues to revenues from the Company’s two reportable operating segments for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,
	2024				2023
(In thousands)	Digital Agreements		Security Solutions		Digital Agreements		Security Solutions
Subscription	$	15,045	$	18,603	$	11,807	$	14,378
Maintenance and support	327		9,317		995		11,276
Professional services and other (1)	33		820		210		1,333
Hardware products	—		12,097		—		18,839
Total Revenue	$	15,405	$	40,837	$	13,012	$	45,826


	Nine Months Ended September 30,
	2024				2023
(In thousands)	Digital Agreements		Security Solutions		Digital Agreements		Security Solutions
Subscription	$	43,641	$	59,642	$	32,641	$	46,485
Maintenance and support	1,321		29,125		3,121		31,914
Professional services and other (1)	318		3,548		664		4,002
Hardware products	—		44,413		—		53,351
Total Revenue	$	45,280	$	136,728	$	36,426	$	135,752

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s estimated annual effective tax rate for 2024, before discrete items and excluding entities with a valuation allowance, is expected to be approximately 16%. The Company’s global effective tax rate is lower than the U.S. statutory tax rate of 21% primarily due to the release of valuation allowances for the current year earnings for companies with a valuation allowance, offset by nondeductible expenses. In addition, the Company received a favorable response in connection with its Mutual Agreement Procedure ("MAP") request related to a Belgium audit concluded in 2020. A tax benefit of $1.2 million was recorded for the nine months ended September 30, 2024. The ultimate tax expense will depend on the mix of earnings in various jurisdictions. Income taxes, net of refunds, of $2.5 million and $4.4 million were paid during the nine months ended September 30, 2024 and 2023, respectively. Management assesses the need for a valuation allowance on a regular basis, weighing all positive and negative evidence to determine whether a deferred tax asset will be fully or partially realized. In evaluating the realizability of deferred tax assets, significant pieces of negative evidence such as 3-year cumulative losses are considered. Management also reviews reversal patterns of temporary differences to determine if the Company would have sufficient taxable income due to the reversal of temporary differences to support the realization of deferred tax assets. Certain operations have incurred net operating losses (NOLs), which are currently subject to a valuation allowance. These NOLs may become deductible to the extent these operations become profitable. For each of its operations, the Company evaluates whether it is more likely than not that the tax benefits related to NOLs will be realized. As part of this evaluation, the Company considers evidence such as tax planning strategies, historical operating results, forecasted taxable income, and recent financial performance. In the year that certain operations record a loss, the Company does not recognize a corresponding tax benefit, thus increasing its effective tax rate, or decreasing its effective tax rate when reporting income in a jurisdiction that has a valuation allowance. Upon determining that it is more likely than not that the NOLs will be realized, the Company will reduce the tax valuation allowances related to these NOLs, which will result in a reduction of its income tax expense and its effective tax rate in the period.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section 50
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Section S99
-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Topic 740
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-Name Accounting Standards Codification
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+ Details

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of intangible asset activity

Intangible assets as of September 30, 2024 and December 31, 2023 consist of the following:


		As of September 30, 2024				As of December 31, 2023
(In thousands)	Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Acquired technology	3 to 7	$	42,836	$	42,664	$	43,869	$	42,712
Customer relationships	5 to 12	35,173		28,048		34,773		25,960
Patents, trademarks, and other	10 to 20	13,147		12,327		13,103		12,241
Total		$	91,156	$	83,039	$	91,745	$	80,913

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 8,273	$ (4,133)	$ 28,294	$ (30,240)
Other comprehensive income (loss)
Cumulative translation adjustment, net of tax	5,907	(2,647)	3,764	93
Pension adjustment, net of tax	(32)	(61)	(91)	(182)
Unrealized gain (loss) on available-for-sale securities	(2)	(2)	0	6
Comprehensive income (loss)	$ 14,146	$ (6,843)	$ 31,967	$ (30,323)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- 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

Segment Information

9 Months Ended

Sep. 30, 2024

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 Identity Verification. 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 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 directly attributable to a particular segment.


	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands, except percentages)	2024			2023			2024			2023
Digital Agreements
Revenue	$	15,405		$	13,012		$	45,280		$	36,426
Gross profit (1)	$	11,031		$	9,808		$	30,664		$	26,839
Gross margin	72		%	75		%	68		%	74		%
Operating income (loss) (2)	$	3,419		$	(4,666)		$	3,000		$	(17,820)

Security Solutions
Revenue	$	40,837		$	45,826		$	136,728		$	135,752
Gross profit (3)	$	30,517		$	30,861		$	98,620		$	87,410
Gross margin	75		%	67		%	72		%	64		%
Operating income (4)	$	20,200		$	15,673		$	66,770		$	39,827

Total Company:
Revenue	$	56,242		$	58,838		$	182,008		$	172,178
Gross profit	$	41,548		$	40,669		$	129,284		$	114,249
Gross margin	74		%	69		%	71		%	66		%

Statements of Operations reconciliation:
Segment operating income	$	23,619		$	11,007		$	69,770		$	22,007
Corporate operating expenses not allocated at the segment level	12,367			15,801			36,771			52,695
Operating income (loss)	$	11,252		$	(4,794)		$	32,999		$	(30,688)
Interest income, net	624			587			1,246			1,675
Other income (expense), net	(1,915)			353			(1,293)			342
Income (loss) before income taxes	$	9,961		$	(3,854)		$	32,952		$	(28,671)


	Three Months Ended September 30,
	2024				2023
(In thousands)	Digital Agreements		Security Solutions		Digital Agreements		Security Solutions
Subscription	$	15,045	$	18,603	$	11,807	$	14,378
Maintenance and support	327		9,317		995		11,276
Professional services and other (1)	33		820		210		1,333
Hardware products	—		12,097		—		18,839
Total Revenue	$	15,405	$	40,837	$	13,012	$	45,826


	Nine Months Ended September 30,
	2024				2023
(In thousands)	Digital Agreements		Security Solutions		Digital Agreements		Security Solutions
Subscription	$	43,641	$	59,642	$	32,641	$	46,485
Maintenance and support	1,321		29,125		3,121		31,914
Professional services and other (1)	318		3,548		664		4,002
Hardware products	—		44,413		—		53,351
Total Revenue	$	45,280	$	136,728	$	36,426	$	135,752

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

- 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.

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+ Details

Allowance for Credit Losses

9 Months Ended

Sep. 30, 2024

Credit Loss [Abstract]

Allowance for Credit Losses

In accordance with accounting standards updates ("ASU") No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” 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.

The changes in the allowance for credit losses during the nine months ended September 30, 2024 were as follows:


(In thousands)
Balance at December 31, 2023	$	1,536
Provision for (recovery of)	(87)
Write-offs	(37)
Net foreign currency translation	2
Balance at September 30, 2024	$	1,414

- 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
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+ Details

Revenue from Contracts with Customers

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Subscription	$	33,648	$	26,185	$	103,283	$	79,126
Maintenance and support	9,644		12,271		30,446		35,035
Professional services and other (1)	853		1,543		3,866		4,666
Hardware products	12,097		18,839		44,413		53,351
Total Revenue	$	56,242	$	58,838	$	182,008	$	172,178

Revenue by location of customer


	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands, except percentages)	2024			2023			2024			2023
Revenue
EMEA	$	22,342		$	26,233		$	79,377		$	80,592
Americas	22,106			19,999			64,549			58,828
APAC	11,794			12,606			38,082			32,758
Total revenue	$	56,242		$	58,838		$	182,008		$	172,178

% of Total Revenue
EMEA	40		%	45		%	44		%	47		%
Americas	39		%	34		%	35		%	34		%
APAC	21		%	21		%	21		%	19		%

Timing of revenue recognition


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Products and licenses transferred at a point in time	$	28,640	$	31,732	$	98,875	$	95,461
Services transferred over time	27,602		27,106		83,133		76,717
Total Revenue	$	56,242	$	58,838	$	182,008	$	172,178

Contract balances

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers as of September 30, 2024 and December 31, 2023:


	September 30,		December 31,
(In thousands)	2024		2023
Receivables, inclusive of trade and unbilled	$	28,841	$	64,387
Contract Assets (current and non-current)	$	7,496	$	5,322
Contract Liabilities (Deferred Revenue current and non-current)	$	51,347	$	73,483

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

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

Revenue recognized during the nine months ended September 30, 2024 included $58.1 million that was included on the December 31, 2023 consolidated balance sheet in contract liabilities. Deferred revenue decreased in the same period due to timing of annual renewals.

Transaction price allocated to the remaining performance obligations

Remaining performance obligations represent the revenue that is expected to be recognized in future periods related to performance obligations that are unsatisfied, or partially unsatisfied, as of the end of the period. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2024:


(In thousands)	2024		2025		2026		Beyond 2026		Total
Future revenue related to current unsatisfied performance obligations	$	18,493	$	41,877	$	22,792	$	7,878	$	91,040

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 7 years, which is the determined benefit period based on the transfer of goods or services. The Company determined the period of benefit by taking into consideration the customer contracts, its technology and other factors, including customer attrition. Commissions are earned upon invoicing to the customer. For contracts with multiple year payment terms, because the commissions that are payable after year 1 are payable based on continued employment, they are expensed when incurred. Commissions and amortization expense are included in “Sales and Marketing” expense in the condensed consolidated statements of operations.

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


(In thousands)	September 30, 2024		December 31, 2023
Capitalized costs to obtain contracts, current	$	4,099	$	3,503
Capitalized costs to obtain contracts, non-current	$	11,367	$	10,766


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2024		2023		2024		2023
Amortization of capitalized costs to obtain contracts	$	1,056	$	801	$	2,882	$	2,286

- 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
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-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details