Upland Software (UPLD) 10-Q 3 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Apr. 26, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	Upland Software, Inc.
Entity Central Index Key	0001505155
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Amendment Flag	false
Emerging Growth Company	true
Ex Transition Period	true
Entity Small Business	false
Entity Common Stock, Shares Outstanding		21,485,449

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 14,022	$ 16,738
Accounts receivable (net of allowance of $1,354 and $1,405 at March 31, 2019 and December 31, 2018, respectively)	34,989	40,841
Deferred commissions, current	2,961	2,633
Unbilled receivables	3,373	3,694
Prepaid and other	4,094	3,382
Total current assets	59,439	67,288
Canadian tax credits receivable	1,714	1,573
Property and equipment, net	2,495	2,827
Operating lease right-of-use asset	4,644
Intangible assets, net	170,880	179,572
Goodwill	229,319	225,322
Deferred commissions, noncurrent	7,148	6,292
Other assets	291	324
Total assets	475,930	483,198
Current liabilities:
Accounts payable	3,278	3,494
Accrued compensation	3,152	6,581
Accrued expenses and other current liabilities	16,279	16,666
Deferred revenue	57,018	57,626
Due to sellers	16,793	17,267
Operating lease liabilities, current	2,505
Current maturities of notes payable (includes unamortized discount of $1,113 and $1,109 at March 31, 2019 and December 31, 2018, respectively)	6,012	6,015
Total current liabilities	105,037	107,649
Notes payable, less current maturities (includes unamortized discount of $2,214 and $2,381 at March 31, 2019 and December 31, 2018, respectively)	272,098	273,713
Deferred revenue, noncurrent	329	578
Operating lease liabilities, noncurrent	2,592
Noncurrent deferred tax liability, net	10,157	13,311
Other long-term liabilities	652	640
Total liabilities	390,865	395,891
Stockholders’ equity:
Common stock, $0.0001 par value; 50,000,000 shares authorized: 21,443,226 and 21,489,112 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively)	2	2
Additional paid-in capital	183,700	180,481
Accumulated other comprehensive loss	(5,132)	(7,501)
Accumulated deficit	(93,505)	(85,675)
Total stockholders’ equity	85,065	87,307
Total liabilities and stockholders’ equity	$ 475,930	$ 483,198

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 1,354	$ 1,405
Unamortized discount, current	1,113	1,109
Unamortized discount, noncurrent	$ 2,214	$ 2,381
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	21,443,226	21,489,112
Common stock, shares outstanding (in shares)	21,443,226	21,489,112

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenue	$ 48,493	$ 31,615
Cost of revenue	14,788	10,645
Gross profit	33,705	20,970
Operating expenses:
Sales and marketing	6,982	4,408
Research and development	6,398	4,891
Refundable Canadian tax credits	(86)	(102)
General and administrative	9,994	7,000
Depreciation and amortization	5,259	2,130
Acquisition-related expenses	7,723	3,102
Total operating expenses	36,270	21,429
Loss from operations	(2,565)	(459)
Other expense:
Interest expense, net	(5,116)	(2,494)
Other income (expense), net	(761)	303
Total other expense	(5,877)	(2,191)
Loss before provision for income taxes	(8,442)	(2,650)
Benefit from (provision for) income taxes	612	(511)
Net loss	$ (7,830)	$ (3,161)
Net loss per common share:
Net loss per common share, basic and diluted (in dollars per share)	$ (0.38)	$ (0.16)
Weighted-average common shares outstanding, basic and diluted (in shares)	20,442,626	19,759,203
Total product revenue
Revenue	$ 45,640	$ 29,355
Subscription and support
Revenue	44,983	27,729
Cost of revenue	13,274	9,249
Perpetual license
Revenue	657	1,626
Professional services
Revenue	2,853	2,260
Cost of revenue	$ 1,514	$ 1,396

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Comprehensive Income [Abstract]
Net loss	$ (7,830)	$ (3,161)
Foreign currency translation adjustment	2,369	(453)
Comprehensive loss	$ (5,461)	$ (3,614)

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2017		20,768,401
Beginning balance at Dec. 31, 2017	$ 91,415	$ 2	$ 174,944	$ (2,403)	$ (81,128)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		758,025
Issuance of stock under Company plans, net of shares withheld for tax	(561)		(561)
Issuance of stock, net of issuance costs	(21)		(21)
Stock-based compensation	2,577		2,577
Foreign currency translation adjustment	(453)			(453)
Net loss	(3,161)				(3,161)
Ending balance (in shares) at Mar. 31, 2018		21,526,426
Ending balance at Mar. 31, 2018	$ 96,088	$ 2	176,939	(2,856)	(77,997)
Beginning balance (in shares) at Dec. 31, 2018	21,489,112	21,489,112
Beginning balance at Dec. 31, 2018	$ 87,307	$ 2	180,481	(7,501)	(85,675)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in business combination (in shares)		3,651
Issuance of common stock in business combination	(30)		(30)
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		(49,537)
Issuance of stock under Company plans, net of shares withheld for tax	(1,379)		(1,379)
Stock-based compensation	4,628		4,628
Foreign currency translation adjustment	2,369			2,369
Net loss	$ (7,830)				(7,830)
Ending balance (in shares) at Mar. 31, 2019	21,443,226	21,443,226
Ending balance at Mar. 31, 2019	$ 85,065	$ 2	$ 183,700	$ (5,132)	$ (93,505)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating activities
Net loss	$ (7,830)	$ (3,161)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	7,387	4,172
Deferred income taxes	(2,811)	132
Amortization of deferred commissions	801	539
Foreign currency re-measurement (gain) loss	(171)	142
Non-cash interest and other expense	283	190
Non-cash stock compensation expense	4,628	2,577
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable	5,980	555
Prepaids and other	(1,268)	(1,811)
Accounts payable	(269)	(1,124)
Accrued expenses and other liabilities	(766)	(3,569)
Deferred revenue	(1,087)	883
Net cash provided by (used in) operating activities	4,877	(475)
Investing activities
Purchase of property and equipment	(173)	(426)
Purchase business combinations, net of cash acquired	(2,999)	(34,320)
Net cash used in investing activities	(3,172)	(34,746)
Financing activities
Payments on capital leases	(233)	(298)
Proceeds from notes payable, net of issuance costs	(120)	49,375
Payments on notes payable	(1,781)	(844)
Taxes paid related to net share settlement of equity awards	(1,504)	(668)
Issuance of common stock, net of issuance costs	96	87
Additional consideration paid to sellers of businesses	(1,258)	(1,978)
Net cash provided by (used in) financing activities	(4,800)	45,674
Effect of exchange rate fluctuations on cash	379	(274)
Change in cash and cash equivalents	(2,716)	10,179
Cash and cash equivalents, beginning of period	16,738	22,326
Cash and cash equivalents, end of period	14,022	32,505
Supplemental disclosures of cash flow information:
Cash paid for interest	4,854	2,316
Cash paid for taxes	758	1,044
Noncash investing and financing activities:
Business combination consideration including holdbacks and earnouts	0	5,300
Equipment acquired pursuant to capital lease obligations	$ 44	$ 0

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments of a normal recurring nature necessary for a fair presentation. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any other period. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2018 Annual Report on Form 10-K filed with the SEC on March 15, 2019 . Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include allowance for doubtful accounts, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates. Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. No individual customer represented more than 10% of total revenues in the three months ended March 31, 2019 or for the year ended December 31, 2018 , or more than 10% of accounts receivable as of March 31, 2019 or December 31, 2018 . Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and long–term debt. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company. Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, to eliminate, add and modify certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The guidance is effective for annual and interim periods beginning after December 15, 2019, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Company is currently evaluating how to apply the new guidance. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments , which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the effect that the adoption of ASU 2016-13 will have on its financial statements. Recently adopted accounting pronouncements In January 2018, the FASB issued ASU 2018-02 Income Statement - Reporting Comprehensive Income (ASC 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI) , which gives entities the option to reclassify to retained earnings the tax effects resulting from the Tax Act related to items in Additional Other Comprehensive Income (AOCI) that the FASB refers to as having been “stranded” in AOCI. The guidance is effective for annual and interim periods beginning after December 15, 2018, and is applicable to the Company in fiscal year 2019; however, early adoption is permitted. The Company adopted ASU 2018-02 as of January 1, 2019 and elected not to reclassify the income tax effect of the Tax Act from AOCI to retained earnings. The adoption of ASU 2018-02 resulted in no impact to the Company's financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The new standard supersedes the present U.S. GAAP standard on leases and requires substantially all leases to be reported on the balance sheet as right-of-use assets and lease obligations. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and in the original guidance the modified retrospective application was required, however, in July 2018 the FASB issued ASU 2018-11 which permits entities with another transition method in which the effective date would be the date of initial application of transition. Under this optional transition method, we would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective approach and the optional transition method. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward historical lease classifications. Adoption of the new standard resulted in the recording operating lease right-of-use assets and operating lease liabilities on our consolidated balance sheets, but did not have an impact on the Company's beginning retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was the recognition of right-of-use assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. As of March 31, 2019 , total right-of-use assets related to our operating leases was $4.6 million and current and non-current operating lease liabilities were approximately $2.5 million and $2.6 million , respectively.

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2019
Business Combinations [Abstract]
Acquisitions	2. Acquisitions We perform quantitative and qualitative analyses to determine the significance of each acquisition to the financial statements the Company. Based on these analyses the below acquisitions were deemed to be insignificant on an individual and cumulative basis, with the exception of Rapide Communication LTD, a private company limited by shares organized and existing under the laws of England and Wales doing business as Rant & Rave (“Rant & Rave”) . Refer to “ Pro Forma Financials ” disclosed below. 2018 Acquisitions Acquisitions completed in 2018 included the following: • Interfax - On March 21, 2018, the Company’s wholly owned subsidiary, PowerSteering Software Limited, a limited liability company organized and existing under the laws of England and Wales (“PowerSteering UK”), completed its purchase of the shares comprising the entire issued share capital of Interfax Communications Limited ("Interfax"), an Irish-based software company providing secured cloud-based messaging solutions, including enterprise cloud fax and secure document distribution. • RO Innovation - On June 27, 2018, the Company completed its purchase of RO Innovation, Inc. ("RO Innovation"), a cloud-based customer reference solution for creating, deploying, managing, and measuring customer reference and sales enablement content. • Rant & Rave - On October 3, 2018, the Company’s wholly owned subsidiary, PowerSteering UK, completed its purchase of the shares comprising the entire issued voting share capital of Rant & Rave, a leading provider of cloud-based customer engagement solutions. • Adestra - On December 12, 2018, the Company completed its purchase of Adestra Ltd. (“Adestra”), a leading provider of enterprise-grade email marketing, transaction and automation software. See Note 13. Subsequent Events in the notes to our unaudited condensed consolidated financial statements for more information regarding an additional acquisition completed subsequent to March 31, 2019 . Consideration The following table summarizes the consideration transfered for the acquisitions described above (in thousands): Adestra Rant & Rave RO Innovation Interfax Cash $ 55,242 $ 58,470 $ 12,469 $ 35,000 Holdback (1) 4,432 6,500 1,781 5,000 Contingent consideration (2) — — — — Working capital adjustment — (211 ) (87 ) — Total consideration $ 59,674 $ 64,759 $ 14,163 $ 40,000 (1) Represents cash holdbacks subject to indemnifications claims that are payable 12 months from closing for Adestra, Rant & Rave and RO Innovation and 18 months from closing for Interfax. (2) Contingent consideration includes potential future earn-out payments related to the acquisition of RO Innovation for up to $7.5 million which was valued at $0.0 million as of the acquisition date based on the probability of attainment of future performance-based goals. Refer to Note 3 for further discussion regarding fair value of acquisition related earn-outs. Unaudited Pro Forma Information The pro forma statements of operations data for the three months ended March 31, 2019 and three months ended March 31, 2018 , shown in the table below, give effect to the Rant & Rave acquisition, described above, as if it had occurred at January 1, 2017. These amounts have been calculated after applying our accounting policies and adjusting the results of Rant & Rave to reflect: the reversal and deferral of commissions expense, the costs of debt financing incurred to acquire Rant & Rave, the additional intangible amortization and the adjustments to acquired deferred revenue that would have been recognized assuming the fair value adjustments had been applied and incurred since January 1, 2017. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations. The table below shows the pro forma statements of operations data for the three months ended March 31, 2019 and three months ended March 31, 2018 (in thousands): Three Months Ended March 31, 2019 2018 Revenue $ 48,493 $ 37,490 Net loss (1) $ (7,830 ) $ (3,178 ) (1) While some recurring adjustments impact the pro forma figures presented, the decrease in pro forma net loss compared to our net loss presented on the consolidated statements of operations for the three months ended March 31, 2019 and March 31, 2018 includes nonrecurring adjustments removing acquisition costs from 2018 and reflects these costs in the year ended 2017, the year the acquisition was assumed to be completed for pro forma purposes. Fair Value of Assets Acquired and Liabilities Assumed The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting and, accordingly, recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The purchase price allocations for the 2018 acquisitions of Rant & Rave and Adestra are preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to complete its purchase price allocations for Rant & Rave and Adestra in the second quarter of 2019. The following condensed table presents the preliminary and finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions in 2018 and through the three months ended March 31, 2019 , as well as assets and liabilities (in thousands): Preliminary Finalized Adestra Rant & Rave RO Innovation Interfax Year Acquired 2018 2018 2018 2018 Cash $ 145 $ 696 $ 197 $ 1,396 Accounts receivable 2,814 3,468 1,563 1,587 Other current assets 1,395 3,836 1,299 1,341 Property and equipment 796 131 15 286 Customer relationships 27,542 29,981 6,688 22,577 Trade name 710 1,099 111 649 Technology 6,001 6,565 1,670 5,236 Noncompetes — — 1,148 — Goodwill 28,932 32,589 7,568 13,862 Other assets — — — 14 Total assets acquired 68,335 78,365 20,259 46,948 Accounts payable (543 ) (1,577 ) (229 ) (737 ) Accrued expense and other (1,758 ) (6,114 ) (1,921 ) (2,847 ) Deferred tax liabilities (5,104 ) (3,896 ) (2,129 ) (3,364 ) Deferred revenue (1,256 ) (2,019 ) (1,817 ) — Total liabilities assumed (8,661 ) (13,606 ) (6,096 ) (6,948 ) Total consideration $ 59,674 $ 64,759 $ 14,163 $ 40,000 Tangible assets were valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships were valued using an income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology was valued using a cost-to-recreate approach. The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for the above acquisitions (in years): Useful Life Customer relationships 9.8 Trade name 8.0 Developed technology 6.7 Non-Compete Agreements 3.0 During the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our estimates and assumptions. The change in the preliminary acquisition-date fair value of assets and liabilities for Adestra during the three months ended March 31, 2019 was related primarily to a $3.3 million decrease in intangibles (customer relationships, trade name and technology) due to a change in valuation estimates. The goodwill of $83.0 million for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition. Goodwill deductible for tax purposes is $2.4 million (at the time of the acquisition) for Interfax, and $2.5 million for RO Innovation. There was no Goodwill deductible for tax purposes for our Adestra and Rant & Rave acquisitions. M easurement period expenses recorded to other income (expense), net, related to acquisitions that took place within a prior period for the three months ended March 31, 2019 and the three months ended March 31, 2018 were net expense of $0.5 million and none , respectively. Total transaction costs, excluding integration and transformation costs, incurred with respect to acquisition activity during the three months ended March 31, 2019 and the three months ended March 31, 2018 were $0.4 million and $1.4 million , respectively. Asset Acquisitions In connection with the acquisition of Interfax, the Company acquired certain assets and customer relationships of Interfax's U.S. reseller (“Marketech”) for $2.0 million , excluding potential future earn-out payments of $1.0 million valued at $0.3 million as of the acquisition dated based on the probability of attainment of future performance-based goals.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2019
Fair Value Disclosures [Abstract]
Fair Value Measurements	3. Fair Value Measurements Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three–tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs, such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, which therefore requires an entity to develop its own assumptions. As of March 31, 2019 and December 31, 2018 the Company has contingent accrued earnout business acquisition consideration liabilities for which fair values are measured as Level 3 instruments. These contingent consideration liabilities were recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value of contingent consideration payable can result from changes in anticipated revenue levels or changes in assumed discount periods and rates. As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3. Changes to the fair value of earnout liabilities are recorded to other expense, net. Liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at March 31, 2019 (unaudited) Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ 1,899 $ 1,899 Fair Value Measurements at December 31, 2018 Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ 1,396 $ 1,396 As of March 31, 2019 , the Level 3 earnout consideration liability consists of amounts associated with the acquisition Marketech in March 2018 and RO Innovations in June 2018 . The increase in cash earnouts from December 31, 2018 to March 31, 2019 is related to changes in the fair value of the earnout for RO Innovation due to an increase in the expected achievement of future annual revenue streams. The following table presents additional information about liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value (in thousands): March 31, 2019 (unaudited) Balance at December 31, 2018 $ 1,396 Remeasurement adjustments: Loss included in earnings (1) 503 Balance at March 31, 2019 $ 1,899 (1) Recorded as a component of other operating income (expense) in the Company's statement of operations. The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows: Fair Value at March 31, 2019 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: (Marketech and RO Innovation) $ 1,899 Binary option model Expected future annual revenue streams and probability of achievement Fair Value at December 31, 2018 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: (Marketech and RO Innovation) $ 1,396 Binary option model Expected future annual revenue streams and probability of achievement Sensitivity to Changes in Significant Unobservable Inputs As presented in the table above, the significant unobservable inputs used in the fair value measurement of contingent consideration related to business acquisitions are forecasts of expected future annual revenues as developed by the Company's management and the probability of achievement of those revenue forecast. Significant increases (decreases) in these unobservable inputs in isolation would likely result in a significantly (lower) higher fair value measurement. Debt The Company believes the carrying value of its long-term debt at March 31, 2019 approximates its fair value based on the variable interest rate feature or based upon interest rates currently available to the Company. The estimated fair value and carrying value of the Company's debt, before debt discount, at March 31, 2019 and December 31, 2018 are $281.4 million and $283.2 million , respectively, based on valuation methodologies using interest rates currently available to the Company, which are Level 2 inputs.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	3 Months Ended
	Mar. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	4. Goodwill and Other Intangible Assets Changes in the Company’s goodwill balance for the three months ended March 31, 2019 are summarized in the table below (in thousands): Balance at December 31, 2018 $ 225,322 Adjustment related to prior year business combinations 2,708 Foreign currency translation adjustment 1,289 Balance at March 31, 2019 $ 229,319 Net intangible assets include the estimated acquisition-date fair values of customer relationships, marketing-related assets, and developed technology that the Company recorded as part of its business acquisitions. The $2.7 million adjustment to Goodwill during the three months ended March 31, 2019 is primarily related to changes in the ASC 805 valuation of intangible assets in the prior year business combination of Adestra. The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying March 31, 2019: Customer relationships 1-10 $ 172,541 $ 35,515 $ 137,026 Trade name 1.5-10 5,867 3,455 2,412 Developed technology 4-7 48,526 17,945 30,581 Non-compete agreements 3 1,148 287 861 Total intangible assets $ 228,082 $ 57,202 $ 170,880 Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2018: Customer relationships 1-10 $ 173,592 $ 30,650 $ 142,942 Trade name 1.5-10 6,113 3,334 2,779 Developed technology 4-7 48,943 16,049 32,894 Non-compete agreements 3 1,148 191 957 Total intangible assets $ 229,796 $ 50,224 $ 179,572 The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life. There have been no indicators of impairment or change in useful life during the three months ended March 31, 2019 and March 31, 2018 , respectively. Total amortization expense during the three months ended March 31, 2019 and March 31, 2018 was $6.8 million and $3.6 million , respectively. Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2019 $ 19,554 2020 24,458 2021 23,537 2022 21,226 2023 19,172 2024 and thereafter 62,933 Total $ 170,880

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	5. Income Taxes The Company’s income tax provision for the three months ended March 31, 2019 and March 31, 2018 reflects its estimate of the effective tax rates expected to be applicable for the full years, adjusted for any discrete events that are recorded in the period in which they occur. The estimates are re-evaluated each quarter based on the estimated tax expense for the full year. The tax provision for the three months ended March 31, 2019 and March 31, 2018 is primarily related to foreign income taxes associated with our Canadian, Irish, United Kingdom and Israeli operations, changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill and state taxes in certain states in which the Company does not file on a consolidated basis or have net operating loss carryforwards. The Company has historically incurred operating losses in the United States and, given its cumulative losses and limited history of profits, has recorded a valuation allowance against its United States net deferred tax assets, exclusive of tax deductible goodwill, at March 31, 2019 and March 31, 2018 , respectively. The Company has reflected any uncertain tax positions primarily within its long-term taxes payable and a portion within deferred taxes. Federal, state, and foreign income tax returns have been filed in jurisdictions with varying statutes of limitations. Varying among the separate companies, tax years 1999 through 2018 remain subject to examination by federal and most state tax authorities due to our net operating loss carryforwards. In foreign jurisdictions, tax years 2014 through 2018 remain subject to examination.

Debt

Debt	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Debt	6. Debt Long-term debt consisted of the following at March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Senior secured loans (includes unamortized discount of $3,327 and $3,490 based on an imputed interest rate of 6.9%, at March 31, 2019 and December 31, 2018, respectively) $ 278,110 $ 279,728 Less current maturities (6,012 ) (6,015 ) Total long-term debt $ 272,098 $ 273,713 Credit Facility On May 14, 2015, we entered into a credit agreement (the “Credit Facility”) between the Company, certain of its subsidiaries, and each of the lenders named in the Credit Facility. From time to time the Credit Facility is amended to expand the available borrowing limit in order to fund the Company's acquisitions. The Credit Facility, as amended, provides for a $400.0 million credit facility, including (i) a fully drawn $285.0 million term loan, (ii) a fully available $30.0 million delayed draw term loan commitment (the “DDTL”) , (iii) a fully available $30.0 million revolving loan commitment, and (iv) a $55.0 million uncommitted accordion. Specifically, the Credit Facility provides for $285.0 million of term debt comprised of (i) a fully drawn U.S. term loan facility in an aggregate principal amount of $279.8 million (the “U.S. Term Loan”), and (ii) a fully drawn Canadian term loan facility in an aggregate principal amount of $5.2 million (the “Canadian Term Loan”) (the Canadian Term Loan and the U.S. Term Loan together are referred to as the “Term Loans”). In addition, the Credit Facility also provides for revolvers of $30.0 million , comprised of (i) a U.S. revolving credit facility in an aggregate principal amount of up to $29.0 million (the “U.S. Revolver”), and (ii) a Canadian revolving credit facility in an aggregate principal amount of up to $1.0 million (the “Canadian Revolver”) (the Canadian Revolver and the U.S. Revolver are referred to as the “Revolver”). As of March 31, 2019 , there were no amounts drawn on its U.S. Revolver or Canadian Revolver loans outstanding under the Credit Facility, and there was $281.4 million outstanding on the Term Loans comprised of (i) $276.3 million in the U.S. Term Loan outstanding under the Credit Facility, and (ii) $5.2 million in the Canadian Term Loan outstanding under the Credit Facility. Cash interest costs averaged 6.5% and 6.6% under the Credit Facility for the three months ended March 31, 2019 and for the year ended December 31, 2018, respectively. See Note 13. Subsequent Events in the notes to our unaudited condensed consolidated financial statements for more information regarding additional borrowings made under our Credit Facility s ubsequent to March 31, 2019 .

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Net Loss Per Share	7. Net Loss Per Share The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended March 31, 2019 2018 Numerator: Net Loss $ (7,830 ) $ (3,161 ) Denominator: Weighted–average common shares outstanding, basic and diluted 20,442,626 19,759,203 Net loss per common share, basic and diluted $ (0.38 ) $ (0.16 ) Due to the net losses for the three months ended March 31, 2019 and March 31, 2018 , respectively, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti–dilutive. The following table sets forth the anti–dilutive common share equivalents as of March 31, 2019 and March 31, 2018 : March 31, 2019 2018 Stock options 390,754 530,099 Restricted stock awards 939,809 1,748,481 Restricted stock units (1) 380,950 — Total anti–dilutive common share equivalents 1,711,513 2,278,580 (1) During the three months ended March 31, 2019 the Company granted restricted stock units under its 2014 Equity Incentive Plan for the first time in lieu of restricted stock awards. See Note 10. Stockholders' Equity in the notes to our unaudited condensed consolidated financial statements for more information.

Leases

Leases	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Leases	8. Leases Operating Leases The Company leases office space under operating leases that expire between 2019 and 2025. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis. Finance Leases The current and long-term portion of finance lease obligations are recorded in other current liabilities and other long-term liabilities line items on the balance sheet, respectively. The Company's finance lease agreements are generally for four years and contain a bargain purchase option at the end of the lease term. The components of lease expense were as follows (in thousands): March 31, 2019 Operating lease cost $ 562 Finance lease cost: Amortization of right-of-use assets 250 Interest on lease liabilities 26 Sublease income (51 ) Total lease costs $ 787 Other information related to leases was as follows: March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities (in thousands) Operating cash flows from operating leases $ 693 Operating cash flows form finance leases 28 Financing cash flows from finance leases 210 Weighted average remaining lease term (in years) Operating leases 3.8 Finance leases 1.1 Weighted average discount rate Operating leases 6.3 % Finance leases 6.1 % Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating Remainder of 2019 $ 332 $ 2,026 2020 85 1,269 2021 10 720 2022 10 584 2023 6 489 Thereafter — 728 Total minimum lease payments 443 5,816 Less amount representing interest (58 ) (719 ) Present value of lease liabilities $ 385 $ 5,097 Accrued expenses and other current liabilities $ 382 $ — Operating lease liabilities, current — 2,505 Operating lease liabilities, noncurrent — 2,592 Other long-term liabilities 3 — Total lease liabilities $ 385 $ 5,097
Leases	8. Leases Operating Leases The Company leases office space under operating leases that expire between 2019 and 2025. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis. Finance Leases The current and long-term portion of finance lease obligations are recorded in other current liabilities and other long-term liabilities line items on the balance sheet, respectively. The Company's finance lease agreements are generally for four years and contain a bargain purchase option at the end of the lease term. The components of lease expense were as follows (in thousands): March 31, 2019 Operating lease cost $ 562 Finance lease cost: Amortization of right-of-use assets 250 Interest on lease liabilities 26 Sublease income (51 ) Total lease costs $ 787 Other information related to leases was as follows: March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities (in thousands) Operating cash flows from operating leases $ 693 Operating cash flows form finance leases 28 Financing cash flows from finance leases 210 Weighted average remaining lease term (in years) Operating leases 3.8 Finance leases 1.1 Weighted average discount rate Operating leases 6.3 % Finance leases 6.1 % Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating Remainder of 2019 $ 332 $ 2,026 2020 85 1,269 2021 10 720 2022 10 584 2023 6 489 Thereafter — 728 Total minimum lease payments 443 5,816 Less amount representing interest (58 ) (719 ) Present value of lease liabilities $ 385 $ 5,097 Accrued expenses and other current liabilities $ 382 $ — Operating lease liabilities, current — 2,505 Operating lease liabilities, noncurrent — 2,592 Other long-term liabilities 3 — Total lease liabilities $ 385 $ 5,097

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	9. Commitments and Contingencies Purchase Commitments The Company has an outstanding purchase commitment with Amazon Web Services (“AWS”) to support its cloud infrastructure in conjunction with the consolidation and elimination of a substantial portion of its physical cloud infrastructure formerly maintained around the United States, Canada and the UK. Total expense with AWS for the three months ended March 31, 2019 and March 31, 2018 were approximately $1.3 million and $0.6 million , respectively. In addition, the Company purchased software development services pursuant to a technology services agreement with DevFactory FZ-LLC for the three months ended March 31, 2019 and March 31, 2018 totaling $1.2 million and $0.8 million , respectively. The remaining purchase obligation after March 31, 2019 through December 31, 2019 is $3.7 million . See Note 12 — Related Party Transactions for more information regarding our purchase commitment to this related party. Litigation In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. At this time, the Company is not involved in any current or pending legal proceedings, and does not anticipate any legal proceedings, that may have a material adverse affect on the consolidated financial position or results of operations of the Company.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Stockholders' Equity	10. Stockholders' Equity Registration Statement On December 12, 2018, the Company filed a registration statement on Form S-3 (File No. 333-228767) (the “S-3”), to register Upland securities in an aggregate amount of up to $250.0 million for offerings from time to time. In connection with the filing of the S-3 the Company withdrew its previous registration statement filed on May 12, 2017. Foreign Currency Translation The functional currency of our foreign subsidiaries are the local currencies. Results of operations for foreign subsidiaries are translated in United State dollars using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into United States dollars using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders' equity in accumulated other comprehensive loss. We have a foreign currency denominated intercompany loan that was used to fund the acquisition of a foreign subsidiary in October 2018. Due to the long-term nature of the loan, the foreign currency gains (losses) resulting from re-measurement are recognized as a component of accumulated other comprehensive income (loss). During the three months ended March 31, 2019 , a foreign currency translation adjustment gain of $3.0 million was recognized as a component of accumulated other comprehensive income (loss) related to this long-term intercompany loan. Stock-Based Compensation The Company recognized stock-based compensation expense from all awards in the following expense categories (in thousands): Three Months Ended March 31, 2019 2018 Cost of revenue $ 160 $ 77 Research and development 322 113 Sales and marketing 139 46 General and administrative 4,007 2,341 Total $ 4,628 $ 2,577 Restricted Stock Awards Restricted share activity during the three months ended March 31, 2019 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2018 997,014 $ 23.93 Awards vested (57,205 ) 22.50 Unvested balances at March 31, 2019 939,809 $ 24.01 Restricted Stock Units During the three months ended March 31, 2019 the Company granted restricted stock units under its 2014 Stock Incentive Plan, in lieu of restricted stock awards, primarily for stock plan administrative purposes. Restricted stock unit activity during the three months ended March 31, 2019 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2018 — $ — Units granted 414,700 34.35 Units vested (33,750 ) 34.35 Unvested balances at March 31, 2019 380,950 $ 34.35 Stock Option Activity Stock option activity during the three months ended March 31, 2019 was as follows: Number of Weighted– Outstanding at December 31, 2018 408,899 $ 8.08 Options exercised (17,280 ) 7.34 Options forfeited (556 ) 7.74 Options expired (309 ) 1.49 Outstanding at March 31, 2019 390,754 $ 8.13

Revenue Recognition

Revenue Recognition	3 Months Ended
	Mar. 31, 2019
Revenue from Contract with Customer [Abstract]
Revenue Recognition	11. Revenue Recognition Revenue Recognition Policy Revenues are recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when made available to the customers. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenues are recognized net of sales credits and allowances. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers : • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenues within a single operating segment. Subscription and Support Revenues The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer. As our customers have access to use our solutions over the term of the contract agreement we believe this method of revenue recognition provides a faithful depiction of the transfer of services provided. Our subscription contracts are generally one to three years in length. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on whether the revenue recognition criteria have been met. Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as revenue at the end of each month and is invoiced concurrently. Perpetual License Revenues The Company also records revenue from the sales of proprietary software products under perpetual licenses. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. The Company’s products do not require significant customization. Professional Services Revenue Professional services provided with subscription and support licenses and perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenues from professional services are recognized over time as such services are performed. Revenues for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenues for consumption-based services are generally recognized as the services are performed. Messaging-related Revenue The Company recognizes subscription revenue for its digital engagement application which provides short code connectivity for its two-way SMS programs and campaigns. The Company evaluates whether it is appropriate to recognize revenue based on the gross amount billed to its customers for these services. Since the Company is primarily obligated in these transactions, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, revenue is recorded on a gross basis. While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement. Significant Judgments Performance Obligations and Standalone Selling Price A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company has contracts with customers that often include multiple performance obligations, usually including professional services sold with either individual or multiple subscriptions or perpetual licenses. For these contracts, the Company accounts for individual performance obligations separately if they are distinct by allocating the contract's total transaction price to each performance obligation in an amount based on the relative standalone selling price, or SSP, of each distinct good or service in the contract. Judgment is required to determine the SSP for each distinct performance obligation. A residual approach is only applied in limited circumstances when a particular performance obligation has highly variable and uncertain SSP and is bundled with other performance obligations that have observable SSP. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, historical standalone sales, customer demographics, geographic locations, and the number and types of users within our contracts. Other Considerations The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for vendor reseller agreements. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues, and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company's control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers, and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. Revenues provided from agreements in which the Company is an agent are immaterial. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days and include no general rights of return. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Example includes invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period. Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables (contract assets), and deferred revenues (contract liabilities). Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in contract assets. Contract assets are expected to be billed during the succeeding twelve-month period and are recorded in 'Unbilled receivables' in our consolidated statement of operations. A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as initial subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. We recognize contract liabilities as revenues upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenues during the succeeding twelve-month period are recorded in 'Deferred revenue' and the remaining portion is recorded in 'Deferred revenue noncurrent' on the accompanying consolidated balance sheets at the end of each reporting period. Unbilled Receivables Unbilled receivables represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for software licenses already delivered and professional services already performed, but billed in arrears and for which the Company believes it has an unconditional right to payment. As of March 31, 2019 and December 31, 2018, unbilled receivables were $3.4 million and $3.7 million , respectively. Deferred Commissions Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Deferred commissions and other costs for a particular customer agreement for initial contracts are amortized over the expected life of the customer relationships, which has been determined to be approximately 6 years based on historical data and managements judgment, once revenue recognition criteria are met. We utilized the 'portfolio approach' practical expedient permitted under ASC 606-10-10-4, which allows entities to apply the guidance to a portfolio of contracts with similar characteristics as the effects on the financial statements of this approach would not differ materially from applying the guidance to individual contracts. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred commissions, current, and the remainder is recorded in long-term assets as deferred commissions, net of current portion. Amortization expense is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations. Deferred commissions are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable consistent with the Company's long-lived assets policy. No indicators of impairment were identified during the three months ended March 31, 2019 . The following table presents the activity impacting deferred commissions for the three months ended March 31, 2019 (in thousands): March 31, 2019 Deferred commissions beginning balance $ 8,925 Capitalized deferred commissions 1,985 Amortization of deferred commissions (801 ) Deferred commissions ending balance $ 10,109 Deferred Revenue Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. Deferred revenue is mainly unearned revenue related to subscription services and support services. During the three months ended March 31, 2019 , we recognized $25.0 million and $1.1 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period. Remaining Performance Obligations As of March 31, 2019 , approximately $151.7 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 69% of these remaining performance obligations over the next 12 months , with the balance recognized thereafter. Disaggregated Revenue The Company disaggregates revenue from contracts with customers by geography and revenue generating activity, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customers' users are located. The ship-to country is generally the same as the billing country. The Company has operations primarily in the U.S., United Kingdom and Canada. Information about these operations is presented below (in thousands): Three Months Ended March 31, 2019 2018 Revenues: Subscription and support: United States $ 29,839 $ 22,248 United Kingdom 9,316 1,268 Canada 2,384 1,198 Other International 3,444 3,015 Total subscription and support revenue 44,983 27,729 Perpetual license: United States 568 640 United Kingdom 9 50 Canada 42 140 Other International 38 796 Total perpetual license revenue 657 1,626 Professional services: United States 1,980 1,639 United Kingdom 491 81 Canada 120 187 Other International 262 353 Total professional service revenue 2,853 2,260 Total revenue $ 48,493 $ 31,615

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions	12. Related Party Transactions We are a party to two agreements with companies controlled by a non-management investor in the Company: • On March 28, 2017, the Company entered into an amendment to the Amended and Restated Technology Services Agreement with DevFactory FZ LLC ("DevFactory") to extend the initial term end date from December 31, 2017 to December 31, 2021. Additionally, the Company amended the option for either party to renew annually for one additional year. The effective date of the amendment is January 1, 2017. DevFactory is an affiliate of ESW Capital LLC, which holds more than 5% of the Company's capital stock. The Company has an outstanding purchase commitment in 2019 for software development services pursuant to this agreement in the amount of $4.9 million . For years after 2019 , the purchase commitment amount for software development services will be equal to the prior year purchase commitment increased (decreased) by the percentage change in total revenue for the prior year as compared to the preceding year. For example, if 2019 total revenues increase by 10% as compared to 2018 total revenues, then the 2020 purchase commitment will increase by approximately $0.5 million from the 2019 purchase commitment amount to approximately $5.4 million . The Company purchased software development services pursuant to this agreement with DevFactory during the three months ended March 31, 2019 and March 31, 2018 totaling $1.2 million and $0.8 million , respectively. • The Company purchased services from Crossover, Inc. ("Crossover"), a company controlled by ESW Capital, LLC (a non-management investor) during the three months ended March 31, 2019 and March 31, 2018 of approximately $1.0 million and $0.8 million , respectively. Crossover provides a proprietary technology system to help the Company identify, screen, select, assign, and connect with necessary resources from time to time to perform technology software development and other services throughout the Company, and track productivity of such resources. While there are no purchase commitments with Crossover, the Company continues to use its services in 2019 . The Company has an arrangement with a former subsidiary, Visionael Corporation ("Visionael"), to provide management, human resource, payroll and administrative services. John T. McDonald, the Company's Chief Executive Officer and Chairman of the Board, beneficially holds an approximate 26.18% interest in Visionael. The Company received fees from this arrangement during the three months ended March 31, 2019 and March 31, 2018 totaling $15,000 and $15,000 , respectively.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	13. Subsequent Events On April 18, 2019 Upland completed its purchase of the shares comprising the entire issued share capital of Postup Holdings, LLC, a Texas limited liability company ("Postup Holdings"), and Postup Digital, LLC, a Texas limited liability company ("Postup Digital"), an Austin-based company providing email and audience development solutions for publishing & media brands. The purchase price paid for PostUp was $35.0 million in cash at closing, net of cash acquired. The required disclosures have not been provided as the Company is currently in the process of completing the accounting for this transaction due to the timing of the acquisition. The Company expects to complete the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed and the pro forma impact of this acquisition by the end of its second quarter of fiscal 2019. In connection with the acquisition of Postup, $30.0 million of new term debt was drawn and $10 million of revolver debt was drawn under the Company's existing Credit Facility, increasing gross debt outstanding under the Credit Facility from $281.4 million to $321.4 million , with debt, net of cash on hand, now at approximately $307 million at a maximum interest rate of LIBOR + 400 basis points (currently at approximately 6.5% ).

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments of a normal recurring nature necessary for a fair presentation. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any other period. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2018 Annual Report on Form 10-K filed with the SEC on March 15, 2019 .
Use of Estimates	Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include allowance for doubtful accounts, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates.
Concentrations of Credit Risk and Significant Customers	Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and long–term debt. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, to eliminate, add and modify certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The guidance is effective for annual and interim periods beginning after December 15, 2019, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Company is currently evaluating how to apply the new guidance. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments , which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the effect that the adoption of ASU 2016-13 will have on its financial statements. Recently adopted accounting pronouncements In January 2018, the FASB issued ASU 2018-02 Income Statement - Reporting Comprehensive Income (ASC 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI) , which gives entities the option to reclassify to retained earnings the tax effects resulting from the Tax Act related to items in Additional Other Comprehensive Income (AOCI) that the FASB refers to as having been “stranded” in AOCI. The guidance is effective for annual and interim periods beginning after December 15, 2018, and is applicable to the Company in fiscal year 2019; however, early adoption is permitted. The Company adopted ASU 2018-02 as of January 1, 2019 and elected not to reclassify the income tax effect of the Tax Act from AOCI to retained earnings. The adoption of ASU 2018-02 resulted in no impact to the Company's financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . The new standard supersedes the present U.S. GAAP standard on leases and requires substantially all leases to be reported on the balance sheet as right-of-use assets and lease obligations. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within those annual reporting periods. Early adoption is permitted and in the original guidance the modified retrospective application was required, however, in July 2018 the FASB issued ASU 2018-11 which permits entities with another transition method in which the effective date would be the date of initial application of transition. Under this optional transition method, we would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective approach and the optional transition method. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward historical lease classifications. Adoption of the new standard resulted in the recording operating lease right-of-use assets and operating lease liabilities on our consolidated balance sheets, but did not have an impact on the Company's beginning retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was the recognition of right-of-use assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. As of March 31, 2019 , total right-of-use assets related to our operating leases was $4.6 million and current and non-current operating lease liabilities were approximately $2.5 million and $2.6 million , respectively.
Revenue Recognition	Revenue Recognition Policy Revenues are recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when made available to the customers. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenues are recognized net of sales credits and allowances. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers : • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenues within a single operating segment. Subscription and Support Revenues The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer. As our customers have access to use our solutions over the term of the contract agreement we believe this method of revenue recognition provides a faithful depiction of the transfer of services provided. Our subscription contracts are generally one to three years in length. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on whether the revenue recognition criteria have been met. Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as revenue at the end of each month and is invoiced concurrently. Perpetual License Revenues The Company also records revenue from the sales of proprietary software products under perpetual licenses. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. The Company’s products do not require significant customization. Professional Services Revenue Professional services provided with subscription and support licenses and perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenues from professional services are recognized over time as such services are performed. Revenues for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenues for consumption-based services are generally recognized as the services are performed. Messaging-related Revenue The Company recognizes subscription revenue for its digital engagement application which provides short code connectivity for its two-way SMS programs and campaigns. The Company evaluates whether it is appropriate to recognize revenue based on the gross amount billed to its customers for these services. Since the Company is primarily obligated in these transactions, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, revenue is recorded on a gross basis. While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement. Significant Judgments Performance Obligations and Standalone Selling Price A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company has contracts with customers that often include multiple performance obligations, usually including professional services sold with either individual or multiple subscriptions or perpetual licenses. For these contracts, the Company accounts for individual performance obligations separately if they are distinct by allocating the contract's total transaction price to each performance obligation in an amount based on the relative standalone selling price, or SSP, of each distinct good or service in the contract. Judgment is required to determine the SSP for each distinct performance obligation. A residual approach is only applied in limited circumstances when a particular performance obligation has highly variable and uncertain SSP and is bundled with other performance obligations that have observable SSP. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, historical standalone sales, customer demographics, geographic locations, and the number and types of users within our contracts. Other Considerations The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for vendor reseller agreements. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues, and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company's control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers, and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. Revenues provided from agreements in which the Company is an agent are immaterial. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days and include no general rights of return. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Example includes invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period. Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables (contract assets), and deferred revenues (contract liabilities). Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in contract assets. Contract assets are expected to be billed during the succeeding twelve-month period and are recorded in 'Unbilled receivables' in our consolidated statement of operations. A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as initial subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. We recognize contract liabilities as revenues upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenues during the succeeding twelve-month period are recorded in 'Deferred revenue' and the remaining portion is recorded in 'Deferred revenue noncurrent' on the accompanying consolidated balance sheets at the end of each reporting period.
Leases	Operating Leases The Company leases office space under operating leases that expire between 2019 and 2025. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis. Finance Leases The current and long-term portion of finance lease obligations are recorded in other current liabilities and other long-term liabilities line items on the balance sheet, respectively. The Company's finance lease agreements are generally for four years and contain a bargain purchase option at the end of the lease term.

Acquisitions (Tables)

Acquisitions (Tables)	3 Months Ended
	Mar. 31, 2019
Business Combinations [Abstract]
Schedule of Consideration Paid for Acquisitions	The following table summarizes the consideration transfered for the acquisitions described above (in thousands): Adestra Rant & Rave RO Innovation Interfax Cash $ 55,242 $ 58,470 $ 12,469 $ 35,000 Holdback (1) 4,432 6,500 1,781 5,000 Contingent consideration (2) — — — — Working capital adjustment — (211 ) (87 ) — Total consideration $ 59,674 $ 64,759 $ 14,163 $ 40,000 (1) Represents cash holdbacks subject to indemnifications claims that are payable 12 months from closing for Adestra, Rant & Rave and RO Innovation and 18 months from closing for Interfax. (2) Contingent consideration includes potential future earn-out payments related to the acquisition of RO Innovation for up to $7.5 million which was valued at $0.0 million as of the acquisition date based on the probability of attainment of future performance-based goals. Refer to Note 3 for further discussion regarding fair value of acquisition related earn-outs.
Summary of Pro Forma Statements of Operations	The table below shows the pro forma statements of operations data for the three months ended March 31, 2019 and three months ended March 31, 2018 (in thousands): Three Months Ended March 31, 2019 2018 Revenue $ 48,493 $ 37,490 Net loss (1) $ (7,830 ) $ (3,178 ) (1) While some recurring adjustments impact the pro forma figures presented, the decrease in pro forma net loss compared to our net loss presented on the consolidated statements of operations for the three months ended March 31, 2019 and March 31, 2018 includes nonrecurring adjustments removing acquisition costs from 2018 and reflects these costs in the year ended 2017, the year the acquisition was assumed to be completed for pro forma purposes.
Schedule of Assets and Liabilities Assumed Through Acquisition	The following condensed table presents the preliminary and finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions in 2018 and through the three months ended March 31, 2019 , as well as assets and liabilities (in thousands): Preliminary Finalized Adestra Rant & Rave RO Innovation Interfax Year Acquired 2018 2018 2018 2018 Cash $ 145 $ 696 $ 197 $ 1,396 Accounts receivable 2,814 3,468 1,563 1,587 Other current assets 1,395 3,836 1,299 1,341 Property and equipment 796 131 15 286 Customer relationships 27,542 29,981 6,688 22,577 Trade name 710 1,099 111 649 Technology 6,001 6,565 1,670 5,236 Noncompetes — — 1,148 — Goodwill 28,932 32,589 7,568 13,862 Other assets — — — 14 Total assets acquired 68,335 78,365 20,259 46,948 Accounts payable (543 ) (1,577 ) (229 ) (737 ) Accrued expense and other (1,758 ) (6,114 ) (1,921 ) (2,847 ) Deferred tax liabilities (5,104 ) (3,896 ) (2,129 ) (3,364 ) Deferred revenue (1,256 ) (2,019 ) (1,817 ) — Total liabilities assumed (8,661 ) (13,606 ) (6,096 ) (6,948 ) Total consideration $ 59,674 $ 64,759 $ 14,163 $ 40,000
Schedule of Weighted-average Amortization Period	The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for the above acquisitions (in years): Useful Life Customer relationships 9.8 Trade name 8.0 Developed technology 6.7 Non-Compete Agreements 3.0

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2019
Fair Value Disclosures [Abstract]
Schedule of Liabilities Measured at Fair Value on a Recurring Basis	Liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at March 31, 2019 (unaudited) Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ 1,899 $ 1,899 Fair Value Measurements at December 31, 2018 Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ 1,396 $ 1,396
Schedule of Liabilities Measured at Fair Value on a Recurring Basis which Unobservable Inputs are Utilized	The following table presents additional information about liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value (in thousands): March 31, 2019 (unaudited) Balance at December 31, 2018 $ 1,396 Remeasurement adjustments: Loss included in earnings (1) 503 Balance at March 31, 2019 $ 1,899 (1) Recorded as a component of other operating income (expense) in the Company's statement of operations.
Significant Unobservable Inputs Used in Fair Value Measurement	The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows: Fair Value at March 31, 2019 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: (Marketech and RO Innovation) $ 1,899 Binary option model Expected future annual revenue streams and probability of achievement Fair Value at December 31, 2018 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: (Marketech and RO Innovation) $ 1,396 Binary option model Expected future annual revenue streams and probability of achievement

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	Changes in the Company’s goodwill balance for the three months ended March 31, 2019 are summarized in the table below (in thousands): Balance at December 31, 2018 $ 225,322 Adjustment related to prior year business combinations 2,708 Foreign currency translation adjustment 1,289 Balance at March 31, 2019 $ 229,319
Summary of intangible assets, net	The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying March 31, 2019: Customer relationships 1-10 $ 172,541 $ 35,515 $ 137,026 Trade name 1.5-10 5,867 3,455 2,412 Developed technology 4-7 48,526 17,945 30,581 Non-compete agreements 3 1,148 287 861 Total intangible assets $ 228,082 $ 57,202 $ 170,880 Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2018: Customer relationships 1-10 $ 173,592 $ 30,650 $ 142,942 Trade name 1.5-10 6,113 3,334 2,779 Developed technology 4-7 48,943 16,049 32,894 Non-compete agreements 3 1,148 191 957 Total intangible assets $ 229,796 $ 50,224 $ 179,572
Estimated annual amortization expense	Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2019 $ 19,554 2020 24,458 2021 23,537 2022 21,226 2023 19,172 2024 and thereafter 62,933 Total $ 170,880

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Schedule of long-term debt	Long-term debt consisted of the following at March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Senior secured loans (includes unamortized discount of $3,327 and $3,490 based on an imputed interest rate of 6.9%, at March 31, 2019 and December 31, 2018, respectively) $ 278,110 $ 279,728 Less current maturities (6,012 ) (6,015 ) Total long-term debt $ 272,098 $ 273,713

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Computations of loss per share	The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended March 31, 2019 2018 Numerator: Net Loss $ (7,830 ) $ (3,161 ) Denominator: Weighted–average common shares outstanding, basic and diluted 20,442,626 19,759,203 Net loss per common share, basic and diluted $ (0.38 ) $ (0.16 )
Schedule of anti–dilutive common share equivalents	The following table sets forth the anti–dilutive common share equivalents as of March 31, 2019 and March 31, 2018 : March 31, 2019 2018 Stock options 390,754 530,099 Restricted stock awards 939,809 1,748,481 Restricted stock units (1) 380,950 — Total anti–dilutive common share equivalents 1,711,513 2,278,580 (1) During the three months ended March 31, 2019 the Company granted restricted stock units under its 2014 Equity Incentive Plan for the first time in lieu of restricted stock awards. See Note 10. Stockholders' Equity in the notes to our unaudited condensed consolidated financial statements for more information.

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Components of Lease Expense and Other Information	The components of lease expense were as follows (in thousands): March 31, 2019 Operating lease cost $ 562 Finance lease cost: Amortization of right-of-use assets 250 Interest on lease liabilities 26 Sublease income (51 ) Total lease costs $ 787 Other information related to leases was as follows: March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities (in thousands) Operating cash flows from operating leases $ 693 Operating cash flows form finance leases 28 Financing cash flows from finance leases 210 Weighted average remaining lease term (in years) Operating leases 3.8 Finance leases 1.1 Weighted average discount rate Operating leases 6.3 % Finance leases 6.1 %
Minimum Payments for Operating Obligations	Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating Remainder of 2019 $ 332 $ 2,026 2020 85 1,269 2021 10 720 2022 10 584 2023 6 489 Thereafter — 728 Total minimum lease payments 443 5,816 Less amount representing interest (58 ) (719 ) Present value of lease liabilities $ 385 $ 5,097 Accrued expenses and other current liabilities $ 382 $ — Operating lease liabilities, current — 2,505 Operating lease liabilities, noncurrent — 2,592 Other long-term liabilities 3 — Total lease liabilities $ 385 $ 5,097
Minimum Payments for Finance Obligations	Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating Remainder of 2019 $ 332 $ 2,026 2020 85 1,269 2021 10 720 2022 10 584 2023 6 489 Thereafter — 728 Total minimum lease payments 443 5,816 Less amount representing interest (58 ) (719 ) Present value of lease liabilities $ 385 $ 5,097 Accrued expenses and other current liabilities $ 382 $ — Operating lease liabilities, current — 2,505 Operating lease liabilities, noncurrent — 2,592 Other long-term liabilities 3 — Total lease liabilities $ 385 $ 5,097

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Schedule of restricted stock activity	Restricted share activity during the three months ended March 31, 2019 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2018 997,014 $ 23.93 Awards vested (57,205 ) 22.50 Unvested balances at March 31, 2019 939,809 $ 24.01
Restricted stock unit activity	Restricted stock unit activity during the three months ended March 31, 2019 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2018 — $ — Units granted 414,700 34.35 Units vested (33,750 ) 34.35 Unvested balances at March 31, 2019 380,950 $ 34.35
Schedule of stock option activity	Stock option activity during the three months ended March 31, 2019 was as follows: Number of Weighted– Outstanding at December 31, 2018 408,899 $ 8.08 Options exercised (17,280 ) 7.34 Options forfeited (556 ) 7.74 Options expired (309 ) 1.49 Outstanding at March 31, 2019 390,754 $ 8.13
Schedule of allocated share-based compensation expense	The Company recognized stock-based compensation expense from all awards in the following expense categories (in thousands): Three Months Ended March 31, 2019 2018 Cost of revenue $ 160 $ 77 Research and development 322 113 Sales and marketing 139 46 General and administrative 4,007 2,341 Total $ 4,628 $ 2,577

Revenue Recognition (Tables)

Revenue Recognition (Tables)	3 Months Ended
	Mar. 31, 2019
Revenue from Contract with Customer [Abstract]
Deferred Commissions	The following table presents the activity impacting deferred commissions for the three months ended March 31, 2019 (in thousands): March 31, 2019 Deferred commissions beginning balance $ 8,925 Capitalized deferred commissions 1,985 Amortization of deferred commissions (801 ) Deferred commissions ending balance $ 10,109
Disaggregation of Revenue	The Company has operations primarily in the U.S., United Kingdom and Canada. Information about these operations is presented below (in thousands): Three Months Ended March 31, 2019 2018 Revenues: Subscription and support: United States $ 29,839 $ 22,248 United Kingdom 9,316 1,268 Canada 2,384 1,198 Other International 3,444 3,015 Total subscription and support revenue 44,983 27,729 Perpetual license: United States 568 640 United Kingdom 9 50 Canada 42 140 Other International 38 796 Total perpetual license revenue 657 1,626 Professional services: United States 1,980 1,639 United Kingdom 491 81 Canada 120 187 Other International 262 353 Total professional service revenue 2,853 2,260 Total revenue $ 48,493 $ 31,615

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) $ in Thousands	Mar. 31, 2019USD ($)
Accounting Policies [Abstract]
Operating lease right-of-use asset	$ 4,644
Operating lease liabilities, current	2,505
Operating lease liabilities, noncurrent	$ 2,592

Acquisitions - Consideration (D

Acquisitions - Consideration (Details) - USD ($) $ in Thousands	Dec. 12, 2018	Oct. 03, 2018	Jun. 27, 2018	Mar. 21, 2018
Adestra
Business Acquisition [Line Items]
Cash	$ 55,242
Holdback	4,432
Contingent consideration	0
Working capital adjustment	0
Total consideration	$ 59,674
Rant & Rave
Business Acquisition [Line Items]
Cash		$ 58,470
Holdback		6,500
Contingent consideration		0
Working capital adjustment		(211)
Total consideration		$ 64,759
RO Innovation
Business Acquisition [Line Items]
Cash			$ 12,469
Holdback			1,781
Contingent consideration			0
Working capital adjustment			(87)
Total consideration			14,163
Future earn out payments			7,500
Earnout consideration liability			$ 0
Interfax
Business Acquisition [Line Items]
Cash				$ 35,000
Holdback				5,000
Contingent consideration				0
Working capital adjustment				0
Total consideration				$ 40,000
Cash holdback payable, payment period				18 months
Adestra, Rant & Rave, And RO Innovation
Business Acquisition [Line Items]
Cash holdback payable, payment period	12 months

Acquisitions - Schedule of Pro

Acquisitions - Schedule of Pro Forma Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue	$ 48,493	$ 31,615
Net loss	(7,830)	(3,161)
Qvidian Corporation
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue	48,493
Pro forma revenue		37,490
Net loss	$ (7,830)
Pro forma loss from continuing operations		$ (3,178)

Acquisitions - Assets Acquired

Acquisitions - Assets Acquired and Liabilities Assumed and Divested (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Dec. 12, 2018	Oct. 03, 2018	Jun. 28, 2018	Jun. 27, 2018	Mar. 21, 2018
Assets Acquired
Goodwill	$ 229,319	$ 225,322
Adestra
Assets Acquired
Cash			$ 145
Accounts receivable			2,814
Other current assets			1,395
Property and equipment			796
Goodwill			28,932
Other assets			0
Total assets acquired			68,335
Liabilities Assumed
Accounts payable			(543)
Accrued expense and other			(1,758)
Deferred tax liabilities			(5,104)
Deferred revenue			(1,256)
Total liabilities assumed			(8,661)
Total consideration			59,674
Adestra | Customer relationships
Assets Acquired
Intangible assets			27,542
Adestra | Trade name
Assets Acquired
Intangible assets			710
Adestra | Technology
Assets Acquired
Intangible assets			6,001
Adestra | Noncompetes
Assets Acquired
Intangible assets			$ 0
Rant & Rave
Assets Acquired
Cash				$ 696
Accounts receivable				3,468
Other current assets				3,836
Property and equipment				131
Goodwill				32,589
Other assets				0
Total assets acquired				78,365
Liabilities Assumed
Accounts payable				(1,577)
Accrued expense and other				(6,114)
Deferred tax liabilities				(3,896)
Deferred revenue				(2,019)
Total liabilities assumed				(13,606)
Total consideration				64,759
Rant & Rave | Customer relationships
Assets Acquired
Intangible assets				29,981
Rant & Rave | Trade name
Assets Acquired
Intangible assets				1,099
Rant & Rave | Technology
Assets Acquired
Intangible assets				6,565
Rant & Rave | Noncompetes
Assets Acquired
Intangible assets				$ 0
RO Innovation
Assets Acquired
Cash						$ 197
Accounts receivable						1,563
Other current assets						1,299
Property and equipment						15
Goodwill						7,568
Other assets						0
Total assets acquired						20,259
Liabilities Assumed
Accounts payable						(229)
Accrued expense and other						(1,921)
Deferred tax liabilities						(2,129)
Deferred revenue						(1,817)
Total liabilities assumed						(6,096)
Total consideration						14,163
RO Innovation | Customer relationships
Assets Acquired
Intangible assets						6,688
RO Innovation | Trade name
Assets Acquired
Intangible assets						111
RO Innovation | Technology
Assets Acquired
Intangible assets						$ 1,670
RO Innovation | Noncompetes
Assets Acquired
Intangible assets					$ 1,148
Interfax
Assets Acquired
Cash							$ 1,396
Accounts receivable							1,587
Other current assets							1,341
Property and equipment							286
Goodwill	$ 83,000						13,862
Other assets							14
Total assets acquired							46,948
Liabilities Assumed
Accounts payable							(737)
Accrued expense and other							(2,847)
Deferred tax liabilities							(3,364)
Deferred revenue							0
Total liabilities assumed							(6,948)
Total consideration							40,000
Interfax | Customer relationships
Assets Acquired
Intangible assets							22,577
Interfax | Trade name
Assets Acquired
Intangible assets							649
Interfax | Technology
Assets Acquired
Intangible assets							5,236
Interfax | Noncompetes
Assets Acquired
Intangible assets							$ 0

Acquisitions - Narrative (Detai

Acquisitions - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 12, 2018	Jun. 28, 2018	Jun. 27, 2018	Mar. 21, 2018
Business Acquisition [Line Items]
Adjustment for intangibles	$ (2,700,000)
Goodwill	229,319,000		$ 225,322,000
Measurement period expense	500,000	$ 0
Acquisition-related expenses	7,723,000	3,102,000
Adestra
Business Acquisition [Line Items]
Adjustment for intangibles	3,300,000
Goodwill				$ 28,932,000
Interfax
Business Acquisition [Line Items]
Goodwill	83,000,000						$ 13,862,000
Goodwill deductible for tax purposes							$ 2,400,000
RO Innovation
Business Acquisition [Line Items]
Goodwill						$ 7,568,000
Goodwill deductible for tax purposes					$ 2,500,000
Adestra and Rant & Rave
Business Acquisition [Line Items]
Goodwill deductible for tax purposes	0
Series of Individually Immaterial Business Acquisitions
Business Acquisition [Line Items]
Acquisition-related expenses	$ 400,000	$ 1,400,000

Acquisitions - Asset Acquisitio

Acquisitions - Asset Acquisition (Details) - Marketech Asset Acquisition $ in Millions	Mar. 21, 2018USD ($)
Schedule Of Asset Acquisition [Line Items]
Payments for asset acquisitions	$ 2
Future earn-out payments	1
Earnout consideration liability	$ 0.3

Acquisitions - Weighted Average

Acquisitions - Weighted Average Amortization Period (Details)	12 Months Ended
	Dec. 31, 2018
Noncompetes
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	3 years
Adestra | Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	9 years 9 months
Adestra | Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	8 years
Adestra | Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	6 years 8 months 12 days

Fair Value Measurements - Chang

Fair Value Measurements - Changes to Fair Value of Earnout Liabilities (Details) - Recurring Measurement Basis - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	$ 1,899	$ 1,396
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	$ 1,899	$ 1,396

Fair Value Measurements - Liabi

Fair Value Measurements - Liabilities Measured at Fair Value on a Recurring Basis which Unobservable Inputs are Utilized (Details) - Level 3 - Earnout Consideration $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
March 31, 2019	$ 1,899
Recurring Measurement Basis
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
December 31, 2018	1,396
Loss included in earnings	$ 503

Fair Value Measurements - Quant

Fair Value Measurements - Quantitative Information (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration, fair value	$ 1,899	$ 1,396

Fair Value Measurements - Debt

Fair Value Measurements - Debt (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value	$ 281.4	$ 283.2

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 225,322
Adjustment related to prior year business combinations	2,708
Foreign currency translation adjustment	1,289
Ending balance	$ 229,319

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Adjustment related to prior year business combinations	$ 2.7
Amortization charge of intangible assets	$ 6.8	$ 3.6

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 228,082	$ 229,796
Accumulated Amortization	57,202	50,224
Net Carrying Amount	170,880	179,572
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	172,541	173,592
Accumulated Amortization	35,515	30,650
Net Carrying Amount	$ 137,026	$ 142,942
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year	1 year
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years	10 years
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 5,867	$ 6,113
Accumulated Amortization	3,455	3,334
Net Carrying Amount	$ 2,412	$ 2,779
Trade name | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year 6 months	1 year 6 months
Trade name | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years	10 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 48,526	$ 48,943
Accumulated Amortization	17,945	16,049
Net Carrying Amount	$ 30,581	$ 32,894
Developed technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	4 years	4 years
Developed technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	7 years	7 years
Noncompetes
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	3 years	3 years
Gross Carrying Amount	$ 1,148	$ 1,148
Accumulated Amortization	287	191
Net Carrying Amount	$ 861	$ 957

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remainder of 2019	$ 19,554
2020	24,458
2021	23,537
2022	21,226
2023	19,172
2024 and thereafter	62,933
Net Carrying Amount	$ 170,880	$ 179,572

Debt - Schedule of Long-term De

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Less current maturities	$ (6,012)	$ (6,015)
Total long-term debt	272,098	273,713
Senior Secured Notes
Debt Instrument [Line Items]
Long-term debt	278,110	279,728
Note discount	$ 3,327	$ 3,490
Interest rate	6.90%	6.90%

Debt - Credit Facility (Details

Debt - Credit Facility (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Term Loan | Domestic Line of Credit
Line of Credit Facility [Line Items]
Amounts drawn on loans	$ 276,300,000
Credit Facility | Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	400,000,000
Credit Facility | Medium-term Notes
Line of Credit Facility [Line Items]
Maximum borrowing capacity	285,000,000
Amounts drawn on loans	281,400,000
Credit Facility | Medium-term Notes | Domestic Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	279,800,000
Credit Facility | Medium-term Notes | Foreign Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	5,200,000
Amounts drawn on loans	5,200,000
Credit Facility | Delayed Draw Term Loan
Line of Credit Facility [Line Items]
Maximum borrowing capacity	30,000,000
Credit Facility | Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	30,000,000
Credit Facility | Revolving Credit Facility | Domestic Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	29,000,000
Credit Facility | Revolving Credit Facility | Foreign Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	1,000,000
Credit Facility | Uncommitted Accordion Debt
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 55,000,000
Credit Agreement
Line of Credit Facility [Line Items]
Cash interest costs	6.50%	6.60%

Net Loss Per Share - Computatio

Net Loss Per Share - Computation of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Numerator:
Net loss	$ (7,830)	$ (3,161)
Denominator:
Weighted-average common shares outstanding, basic and diluted (in shares)	20,442,626	19,759,203
Net loss per common share, basic and diluted (in dollars per share)	$ (0.38)	$ (0.16)

Net Loss Per Share -AntiDiluti

Net Loss Per Share -AntiDilutive Common Share Equivalents (Details) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	1,711,513	2,278,580
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	390,754	530,099
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	939,809	1,748,481
Restricted stock units (1)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	380,950	0

Leases - Narrative (Details)

Leases - Narrative (Details)	Mar. 31, 2019
Leases [Abstract]
Finance lease, term of contract	4 years

Leases - Components of Lease Ex

Leases - Components of Lease Expense (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Leases [Abstract]
Operating lease cost	$ 562
Finance lease cost:
Amortization of right-of-use assets	250
Interest on lease liabilities	26
Sublease income	(51)
Total lease costs	$ 787

Leases - Other Information (Det

Leases - Other Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 693
Operating cash flows form finance leases	28
Financing cash flows from finance leases	$ 210
Weighted average remaining lease term - operating leases	3 years 9 months 18 days
Weighted average remaining lease term - finance leases	1 year 1 month 6 days
Weighted average discount rate - operating leases	6.30%
Weighted average discount rate - finance leases	6.10%

Leases - Future Minimum Payment

Leases - Future Minimum Payments for Operating and Finance Leases (Details) $ in Thousands	Mar. 31, 2019USD ($)
Finance Leases
2019	$ 332
2020	85
2021	10
2022	10
2023	6
Thereafter	0
Total minimum lease payments	443
Less amount representing interest	(58)
Finance lease liabilities	385
Accrued expenses and other current liabilities	382
Other long-term liabilities	3
Operating Leases
2019	2,026
2020	1,269
2021	720
2022	584
2023	489
Thereafter	728
Total minimum lease payments	5,816
Less amount representing interest	(719)
Operating lease, liability	5,097
Operating lease liabilities, current	2,505
Operating lease liabilities, noncurrent	$ 2,592

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Investor
Long-term Purchase Commitment [Line Items]
Amount of related party transaction	$ 1.2	$ 0.8
Purchase Obligation | Investor
Long-term Purchase Commitment [Line Items]
Remaining purchase obligations	3.7
Amazon Web Services
Long-term Purchase Commitment [Line Items]
Professional fees	$ 1.3	$ 0.6

Stockholders' Equity - Narrativ

Stockholders' Equity - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Dec. 12, 2018
Public Offering
Class of Stock [Line Items]
Additional registration of shares of aggregate amount (up to)		$ 250,000,000
Accumulated Other Comprehensive Loss
Class of Stock [Line Items]
Foreign currency translation adjustment	$ 3,000,000

Stockholders' Equity - Shared B

Stockholders' Equity - Shared Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	$ 4,628	$ 2,577
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	160	77
Research and development
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	322	113
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	139	46
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	$ 4,007	$ 2,341

Stockholders' Equity - Restrict

Stockholders' Equity - Restricted Stock Award Activity (Details) - Restricted stock awards	3 Months Ended
	Mar. 31, 2019$ / sharesshares
Number of Restricted Shares Outstanding
Unvested balances at beginning of period (in shares) | shares	997,014
Awards vested (in shares) | shares	(57,205)
Unvested balances at end of period (in shares) | shares	939,809
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 23.93
Weighted average grant date fair value, awards vested (in dollars per share) | $ / shares	22.50
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 24.01

Stockholders' Equity - Restri_2

Stockholders' Equity - Restricted Stock Units Activity (Details) - Restricted stock units (1)	3 Months Ended
	Mar. 31, 2019$ / sharesshares
Number of Restricted Shares Outstanding
Unvested balances at beginning of period (in shares) | shares	0
Units granted (in shares) | shares	414,700
Units vested (in shares) | shares	(33,750)
Unvested balances at end of period (in shares) | shares	380,950
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 0
Awards granted (in dollars per share) | $ / shares	34.35
Weighted average grant date fair value, awards vested (in dollars per share) | $ / shares	34.35
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 34.35

Stockholders' Equity - Stock Op

Stockholders' Equity - Stock Option Activity (Details) - Stock options	3 Months Ended
	Mar. 31, 2019$ / sharesshares
Number of Options Outstanding
Outstanding at beginning of period (in shares) | shares	408,899
Options exercised (in shares) | shares	(17,280)
Options forfeited (in shares) | shares	(556)
Options expired (in shares) | shares	(309)
Outstanding at end of period (in shares) | shares	390,754
Weighted– Average Exercise Price
Outstanding at beginning of period (in dollars per share) | $ / shares	$ 8.08
Options exercised (in dollars per share) | $ / shares	7.34
Options forfeited (in dollars per share) | $ / shares	7.74
Options expired (in dollars per share) | $ / shares	1.49
Outstanding at end of period (in dollars per share) | $ / shares	$ 8.13

Revenue Recognition - Narrative

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Performance obligation, description of timing	one to three years
Unbilled receivables	$ 3,373	$ 3,694
Deferred commissions, amortization period	6 years
Subscription and support
Revenue from External Customer [Line Items]
Revenue recognized, previously in unearned revenue	$ 25,000
Professional services
Revenue from External Customer [Line Items]
Revenue recognized, previously in unearned revenue	$ 1,100

Revenue Recognition - Activity

Revenue Recognition - Activity Impacting Deferred Commissions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenue from Contract with Customer [Abstract]
Deferred commissions beginning balance	$ 8,925
Capitalized deferred commissions	1,985
Amortization of deferred commissions	(801)	$ (539)
Deferred commissions ending balance	$ 10,109

Revenue Recognition - Remaining

Revenue Recognition - Remaining Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 $ in Millions	Mar. 31, 2019USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	69.00%
Expected satisfaction period of performance obligations, in months	12 months
Subscription Contracts
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized from performance obligations	$ 152

Revenue Recognition - Disaggreg

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Disaggregation of Revenue [Line Items]
Revenue	$ 48,493	$ 31,615
Subscription and support
Disaggregation of Revenue [Line Items]
Revenue	44,983	27,729
Subscription and support | United States
Disaggregation of Revenue [Line Items]
Revenue	29,839	22,248
Subscription and support | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	9,316	1,268
Subscription and support | Canada
Disaggregation of Revenue [Line Items]
Revenue	2,384	1,198
Subscription and support | Other International
Disaggregation of Revenue [Line Items]
Revenue	3,444	3,015
Perpetual license
Disaggregation of Revenue [Line Items]
Revenue	657	1,626
Perpetual license | United States
Disaggregation of Revenue [Line Items]
Revenue	568	640
Perpetual license | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	9	50
Perpetual license | Canada
Disaggregation of Revenue [Line Items]
Revenue	42	140
Perpetual license | Other International
Disaggregation of Revenue [Line Items]
Revenue	38	796
Professional services
Disaggregation of Revenue [Line Items]
Revenue	2,853	2,260
Professional services | United States
Disaggregation of Revenue [Line Items]
Revenue	1,980	1,639
Professional services | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	491	81
Professional services | Canada
Disaggregation of Revenue [Line Items]
Revenue	120	187
Professional services | Other International
Disaggregation of Revenue [Line Items]
Revenue	$ 262	$ 353

Related Party Transactions (Det

Related Party Transactions (Details)	Mar. 28, 2017	Mar. 31, 2019USD ($)agreement	Mar. 31, 2018USD ($)	Dec. 31, 2019USD ($)
Related Party Transaction [Line Items]
Agreements | agreement		2
Purchase obligation increase in amount, if a 10% increase in revenue		$ 500,000
Visionael Corporation | Chief Executive Officer And Board Of Directors Chairman
Related Party Transaction [Line Items]
Percentage of ownership		26.18%
Forecast
Related Party Transaction [Line Items]
Purchase commitment, amount				$ 5,400,000
Investor
Related Party Transaction [Line Items]
Ownership percentage, minimum		5.00%
Amount of related party transaction		$ 1,200,000	$ 800,000
Software Development Services | Investor
Related Party Transaction [Line Items]
Option to renew purchase commitment, term (in years)	1 year
Purchase obligation outstanding		4,900,000
Services | Investor
Related Party Transaction [Line Items]
Purchase obligation outstanding		0
Amount of related party transaction		1,000,000	800,000
Management, HR/Payroll and Administrative Services | Former Subsidiary
Related Party Transaction [Line Items]
Revenue from related party		$ 15,000	$ 15,000

Subsequent Events Narrative (De

Subsequent Events Narrative (Details) - USD ($)	Apr. 18, 2019	Mar. 31, 2019	Mar. 31, 2018	Apr. 17, 2019
Subsequent Event [Line Items]
Cash paid, net of cash acquired		$ 2,999,000	$ 34,320,000
Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Long-term line of credit, net of cash on hand	$ 307,000,000
Interest rate	6.50%
Line of Credit | Credit Facility
Subsequent Event [Line Items]
Maximum borrowing capacity		$ 400,000,000
Line of Credit | Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Proceeds from secured debt	$ 30,000,000
Proceeds from issuance of revolver debt	10,000,000
Maximum borrowing capacity	321,400,000			$ 281,400,000
PostUp Holdings And PostUp Digiital | Subsequent Event
Subsequent Event [Line Items]
Cash paid, net of cash acquired	$ 35,000,000
LIBOR | Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Basis points, percentage	4.00%

Uncategorized Items - upld-2019

Label	Element	Value
Accounting Standards Update 2014-09 [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 6,292,000
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 6,292,000