v3.26.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2026
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
Our interim Consolidated Financial Statements do not include all of the information and footnotes required by United States of America generally accepted accounting principles (“GAAP”) for complete financial statements. The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the audited Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025, as amended by Amendment No. 1 on Form 10-K/A, referred to together as our “2025 Annual Report.”
Use of Estimates
Use of Estimates
The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The actual results that we experience may differ materially from our estimates. The accounting estimates that require our most significant, difficult and subjective judgments include:
•the valuation of goodwill, intangibles, and long-lived assets;
•the valuation of contingent consideration;
•revenue recognition; and
•income taxes.
Money Market Fund Financial Assets
Money Market Fund Financial Assets
As of September 30, 2026 and December 31, 2025, we have money market fund financial assets of $47.1 million and $68.2 million, respectively, which are included in “cash and cash equivalents” in our Consolidated Balance Sheets. See “Fair Value Measurements” below and Note 6. Fair Value Measurements for further details regarding the fair value measurements of our money market fund financial assets.
Fair Value Measurements
Fair Value Measurements
We apply the authoritative guidance on fair value measurements for financial assets and liabilities, such as our money market fund financial assets and contingent consideration liabilities, that are measured at fair value on a recurring basis and non-financial assets and liabilities, such as goodwill, intangible assets and property, plant and equipment that are measured at fair value on a non-recurring basis.
The guidance establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:
Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by us.
Level 2: Inputs that are observable in the marketplace other than those inputs classified as Level 1.
Level 3: Inputs that are unobservable in the marketplace and significant to the valuation.
The carrying values reported in our Consolidated Balance Sheets for cash, accounts receivable, accounts payable and other accrued expenses approximate fair value due to relatively short periods to maturity. See Note 6. Fair Value Measurements for a summary of our financial instruments accounted for at fair value on a recurring basis as of September 30, 2026 and December 31, 2025. As of September 30, 2026 and December 31, 2025, the carrying value of our outstanding debt under the Credit Agreement approximates its estimated fair value as the interest rate on the debt is adjusted for changes in market rates. As of September 30, 2026, the carrying value of our insurance premium financing approximates its fair value due to its short-term nature. See Note 8. Debt for further details regarding our debt.
Debt
Debt
The Company accounts for debt instruments in accordance with ASC 470, Debt. Debt is initially recorded at the amount of cash proceeds received, adjusted for debt discounts, premiums, and issuance costs, and is subsequently measured at amortized cost using the effective interest method. Debt is classified as current or noncurrent based on the contractual maturity date and the absence or presence of conditions that would require repayment within twelve months of the balance sheet date.
The Company’s financing arrangements may include non-revolving delayed draw debt commitments. Fees paid in connection with obtaining such commitments are deferred and recorded as a loan commitment asset, which represents the Company’s contractual right to access future financing. The loan commitment asset is initially measured at its incurred cost and is assessed for impairment at each reporting period. Upon the funding of a delayed draw term loan, the Company derecognizes the associated portion of the loan commitment asset and records it as a discount to the funded debt, which is amortized to interest expense over the term of the related loan using the effective interest method. If it becomes probable that all or a portion of the loan commitment will not be drawn, the related portion of the loan commitment asset is expensed immediately.
Goodwill
Goodwill
Goodwill represents the excess of the consideration transferred over the estimated fair value of the identifiable net assets acquired in a business combination. Goodwill is not amortized and is tested for impairment at least annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying value of the reporting unit may exceed its fair value. We operate as a single reporting unit for purposes of goodwill impairment testing. An impairment charge is recognized for the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the amount of goodwill allocated to the reporting unit.
We estimate the fair value of our single reporting unit using a market approach based on the Company’s market capitalization, as adjusted for an appropriate control premium. We operate as a single reporting unit and our common stock is actively traded in an observable market, and we therefore concluded that our market capitalization, as adjusted for a control premium, provides the most representative indication of the fair value of the reporting unit.
In applying the market approach, we believe a market participant buyer would generally be willing to pay a premium above the quoted market price of our common stock to obtain a controlling interest in the business. The control premium is derived from control premiums observed in comparable market transactions and is compared to the implied control premium based upon estimated synergies that would be realized by a hypothetical buyer. The selection of an appropriate control premium requires judgment and represents a key assumption used in estimating the fair value of the reporting unit. See Note 4. Goodwill for further information regarding our evaluation of potential indicators of impairment during the three months ended September 30, 2026.
Asset Acquisitions
Asset Acquisitions
We evaluate each acquisition to determine whether the acquired set of assets and activities meets the definition of a business. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business and the transaction is accounted for as an asset acquisition. In an asset acquisition, the cost of the acquisition, including direct transaction costs, is allocated to the assets acquired and liabilities assumed on a relative fair value basis, and no goodwill is recognized. Contingent consideration in an asset acquisition that is not required to be accounted for as a derivative is recognized when payment becomes probable and the amount can be reasonably estimated, with a corresponding increase to the cost of the acquired assets. Any such increase is amortized over the remaining useful life of the related asset. See Note 3. Acquisitions for further details regarding our July 2026 asset acquisition.
Restructuring
Restructuring
Restructuring costs consist primarily of severance and other employee termination benefits. We account for one-time termination benefits in accordance with ASC 420, Exit or Disposal Cost Obligations, and recognize a liability at fair value when the plan of termination has been approved by management, communicated to affected employees, and the other recognition criteria have been met. If affected employees are required to render service beyond a minimum retention period to receive the termination benefits, the liability is recognized ratably over the future service period. Other costs associated with exit activities are recognized when incurred. Restructuring liabilities are included in “accrued liabilities and other” in our Consolidated Balance Sheets, are reviewed each reporting period, and adjusted for changes in estimates. See Note 13. Restructuring for further details regarding our workforce reorganization during the three months ended September 30, 2026
Deferred Revenue, Contract Assets, Capitalized Commissions
Deferred Revenue
Deferred revenue primarily consists of transaction prices allocated to remaining performance obligations from annually billed subscription agreements and maintenance services associated with our historical sales of perpetual license products which are delivered over time. Certain of our maintenance agreements are billed annually in advance or one-time for services to be performed over a 12-month period. We initially record the amounts allocated to maintenance performance obligations as deferred revenue and recognize these amounts ratably on a daily basis over the term of the maintenance agreement.
Contract Assets
Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. Contract assets primarily relate to unbilled amounts for contracts with customers for which the amount of revenue recognized exceeds the amount billed to the customer. Contract assets are transferred to accounts receivable when the right to invoice becomes unconditional. Contract assets are recorded as current if the invoice will be delivered to the customer within the succeeding 12-month period, with the remaining recorded as long-term.
Capitalized Commissions
We recognize as an asset the incremental costs of obtaining a contract with a customer if we expect to recover those costs, and amortize the asset in accordance with the pattern of transfer of goods and services to which the asset relates. ASC 606 defines the incremental costs of obtaining a contract as the costs that an entity incurs in its efforts to obtain a contract that would not have been incurred if the contract had not been obtained.
We recognize the incremental costs of obtaining contracts as expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. For long-term committed contracts, we expect that commission fees paid to sales representatives as a result of obtaining these contracts are recoverable and are therefore capitalized. Current
capitalized commissions were $3.2 million and $2.7 million as of September 30, 2026 and December 31, 2025, respectively, and are included in “prepaid and other current assets” in our Consolidated Balance Sheets. Non-current capitalized commissions were $2.0 million and $2.3 million as of September 30, 2026 and December 31, 2025, respectively, and are included in “other non-current assets” in our Consolidated Balance Sheets. Capitalized commissions are amortized on a straight-line basis over a period of three years, and are included in “sales and marketing” in our Consolidated Statements of Operations. We recognized amortization of capitalized commissions of $0.8 million and $0.5 million during the three months ended September 30, 2026 and 2025, respectively. We recognized amortization of capitalized commissions of $2.2 million and $1.4 million during the nine months ended September 30, 2026 and 2025, respectively.
Recently Adopted/Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” (“ASU No. 2025-05”) to introduce a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2025 and early adoption is permitted. We adopted this standard as of January 1, 2026 and elected the practical expedient. The adoption of the standard did not have a material impact on our consolidated financial statements.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements. The updated guidance is effective for public companies for fiscal periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, “Targeted Improvements to the Accounting for Internal-Use Software.” The updated guidance is effective for public companies for fiscal years beginning after December 15, 2027 and early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.