Upland Software (UPLD) 10-Q 9 Aug 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 02, 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	Jun. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Amendment Flag	false
Emerging Growth Company	true
Entity Current Reporting Status	Yes
Entity Shell Company	false
Ex Transition Period	true
Entity Small Business	false
Entity Common Stock, Shares Outstanding		25,248,526

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 108,361	$ 16,738
Accounts receivable (net of allowance of $1,742 and $1,405 at June 30, 2019 and December 31, 2018, respectively)	36,758	40,841
Deferred commissions, current	3,280	2,633
Unbilled receivables	3,995	3,694
Prepaid and other	4,620	3,382
Total current assets	157,014	67,288
Canadian tax credits receivable	1,857	1,573
Property and equipment, net	3,568	2,827
Operating lease right-of-use asset	6,325	0
Intangible assets, net	207,232	179,572
Goodwill	273,363	225,322
Deferred commissions, noncurrent	7,957	6,292
Other assets	264	324
Total assets	657,580	483,198
Current liabilities:
Accounts payable	3,555	3,494
Accrued compensation	5,840	6,581
Accrued expenses and other current liabilities	17,863	16,666
Deferred revenue	59,568	57,626
Due to sellers	18,032	17,267
Operating lease liabilities, current	2,614	0
Current maturities of notes payable (includes unamortized discount of $1,096 and $1,109 at June 30, 2019 and December 31, 2018, respectively)	0	6,015
Total current liabilities	107,472	107,649
Notes payable, less current maturities (includes unamortized discount of $2,303 and $2,381 at June 30, 2019 and December 31, 2018, respectively)	305,335	273,713
Deferred revenue, noncurrent	246	578
Operating lease liabilities, noncurrent	4,097	0
Noncurrent deferred tax liability, net	6,773	13,311
Other long-term liabilities	685	640
Total liabilities	424,608	395,891
Stockholders’ equity:
Common stock, $0.0001 par value; 50,000,000 shares authorized: 25,247,707 and 21,489,112 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively)	3	2
Additional paid-in capital	338,732	180,481
Accumulated other comprehensive loss	(6,889)	(7,501)
Accumulated deficit	(98,874)	(85,675)
Total stockholders’ equity	232,972	87,307
Total liabilities and stockholders’ equity	$ 657,580	$ 483,198

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 1,742	$ 1,405
Unamortized discount, current	0	1,109
Unamortized discount, noncurrent	$ 4,134	$ 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)	25,247,707	21,489,112
Common stock, shares outstanding (in shares)	25,247,707	21,489,112

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenue	$ 53,013	$ 35,946	$ 101,506	$ 67,561
Cost of revenue	16,583	10,849	31,371	21,494
Gross profit	36,430	25,097	70,135	46,067
Operating expenses:
Sales and marketing	7,989	5,248	14,971	9,656
Research and development	7,008	5,286	13,406	10,177
Refundable Canadian tax credits	(85)	(203)	(171)	(305)
General and administrative	12,042	8,464	22,036	15,464
Depreciation and amortization	5,744	3,853	11,003	5,983
Acquisition-related expenses	9,264	3,140	16,987	6,242
Total operating expenses	41,962	25,788	78,232	47,217
Loss from operations	(5,532)	(691)	(8,097)	(1,150)
Other expense:
Interest expense, net	(5,246)	(3,143)	(10,362)	(5,637)
Other income (expense), net	(692)	(524)	(1,453)	(221)
Total other expense	(5,938)	(3,667)	(11,815)	(5,858)
Loss before provision for income taxes	(11,470)	(4,358)	(19,912)	(7,008)
Benefit from (provision for) income taxes	6,101	(872)	6,713	(1,383)
Net loss	$ (5,369)	$ (5,230)	$ (13,199)	$ (8,391)
Net loss per common share:
Net loss per common share, basic and diluted (in dollars per share)	$ (0.24)	$ (0.26)	$ (0.61)	$ (0.42)
Weighted-average common shares outstanding, basic and diluted (in shares)	22,619,805	19,901,599	21,531,216	19,830,401
Total product revenue
Revenue	$ 49,290	$ 33,837	$ 94,930	$ 63,192
Subscription and support
Revenue	48,715	33,154	93,698	60,883
Cost of revenue	14,622	9,580	27,896	18,829
Perpetual license
Revenue	575	683	1,232	2,309
Professional services
Revenue	3,723	2,109	6,576	4,369
Cost of revenue	$ 1,961	$ 1,269	$ 3,475	$ 2,665

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Statement of Comprehensive Income [Abstract]
Net loss	$ (5,369)	$ (5,230)	$ (13,199)	$ (8,391)
Foreign currency translation adjustment	(1,757)	(2,227)	612	(2,680)
Comprehensive loss	$ (7,126)	$ (7,457)	$ (12,587)	$ (11,071)

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)		748,337
Issuance of stock under Company plans, net of shares withheld for tax	(3,460)		(3,460)
Issuance of stock, net of issuance costs	(21)		(21)
Stock-based compensation	6,599		6,599
Foreign currency translation adjustment	(2,680)			(2,680)
Net loss	(8,391)				(8,391)
Ending balance (in shares) at Jun. 30, 2018		21,516,738
Ending balance at Jun. 30, 2018	89,754	$ 2	178,062	(5,083)	(83,227)
Beginning balance (in shares) at Mar. 31, 2018		21,526,426
Beginning balance at Mar. 31, 2018	96,088	$ 2	176,939	(2,856)	(77,997)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		(9,688)
Issuance of stock under Company plans, net of shares withheld for tax	(2,899)		(2,899)
Stock-based compensation	4,022		4,022
Foreign currency translation adjustment	(2,227)			(2,227)
Net loss	(5,230)				(5,230)
Ending balance (in shares) at Jun. 30, 2018		21,516,738
Ending balance at Jun. 30, 2018	$ 89,754	$ 2	178,062	(5,083)	(83,227)
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)		(40,056)
Issuance of stock under Company plans, net of shares withheld for tax	(4,400)		(4,400)
Issuance of stock, net of issuance costs (in shares)		3,795,000
Issuance of stock, net of issuance costs	151,153	$ 1	151,152
Stock-based compensation	11,529		11,529
Foreign currency translation adjustment	612			612
Net loss	$ (13,199)				(13,199)
Ending balance (in shares) at Jun. 30, 2019	25,247,707	25,247,707
Ending balance at Jun. 30, 2019	$ 232,972	$ 3	338,732	(6,889)	(98,874)
Beginning balance (in shares) at Mar. 31, 2019		21,443,226
Beginning balance at Mar. 31, 2019	85,065	$ 2	183,700	(5,132)	(93,505)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		9,481
Issuance of stock under Company plans, net of shares withheld for tax	(3,021)		(3,021)
Issuance of stock, net of issuance costs (in shares)		3,795,000
Issuance of stock, net of issuance costs	151,153	$ 1	151,152
Stock-based compensation	6,901		6,901
Foreign currency translation adjustment	(1,757)		0	(1,757)
Net loss	$ (5,369)				(5,369)
Ending balance (in shares) at Jun. 30, 2019	25,247,707	25,247,707
Ending balance at Jun. 30, 2019	$ 232,972	$ 3	$ 338,732	$ (6,889)	$ (98,874)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Operating activities
Net loss	$ (13,199)	$ (8,391)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	15,152	9,217
Deferred income taxes	(12,024)	275
Amortization of deferred commissions	1,735	1,115
Foreign currency re-measurement (gain) loss	(212)	269
Non-cash interest and other expense	565	404
Non-cash stock compensation expense	11,529	6,599
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable	8,410	2,963
Prepaids and other	2,415	(2,545)
Accounts payable	(483)	(476)
Accrued expenses and other liabilities	(5,756)	(3,898)
Deferred revenue	(2,736)	(1,792)
Net cash provided by operating activities	5,396	3,740
Investing activities
Purchase of property and equipment	(364)	(515)
Purchase business combinations, net of cash acquired	(82,824)	(45,362)
Net cash used in investing activities	(83,188)	(45,877)
Financing activities
Payments on capital leases	(357)	(505)
Proceeds from notes payable, net of issuance costs	39,339	49,375
Payments on notes payable	(13,749)	(1,876)
Taxes paid related to net share settlement of equity awards	(4,811)	(3,862)
Issuance of common stock, net of issuance costs	151,535	382
Additional consideration paid to sellers of businesses	(3,340)	(4,294)
Additional consideration paid to sellers of businesses	168,617	39,220
Effect of exchange rate fluctuations on cash	798	(372)
Change in cash and cash equivalents	91,623	(3,289)
Cash and cash equivalents, beginning of period	16,738	22,326
Cash and cash equivalents, end of period	108,361	19,037
Supplemental disclosures of cash flow information:
Cash paid for interest	10,298	5,260
Cash paid for taxes	1,691	1,856
Noncash investing and financing activities:
Business combination consideration including holdbacks and earnouts	5,175	6,781
Equipment acquired pursuant to capital lease obligations	$ 44	$ 0

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	1. 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 and six months ended June 30, 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 for the three or six months ended June 30, 2019 , or more than 10% of accounts receivable as of June 30, 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 the effect that the adoption of ASU 2018-13 will have on its financial statements. 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 August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities , which amends and simplifies existing guidance to allow companies to more accurately present the economic effects of risk management activities in the financial statements. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018. The Company adopted this guidance in the first quarter of 2019 with no material impact on its consolidated 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 June 30, 2019 , total right-of-use assets related to our operating leases was $6.3 million and current and non-current operating lease liabilities were approximately $2.6 million and $4.1 million , respectively.

Acquisitions

Acquisitions	6 Months Ended
	Jun. 30, 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. 2019 Acquisitions Acquisitions completed during the six months ended June 30, 2019 include the following: • Postup Holdings - On April 18, 2019, the Company 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. Revenues recorded since the acquisition date through June 30, 2019 were approximately $2.4 million . • Kapost - On May 24, 2019, the Company completed of its purchase of the shares comprising the entire issued share capital of Daily Inches, Inc., d/b/a Kapost, a Delaware corporation (“Kapost”), a leading content operations platform provider for sales and marketing. Revenues recorded since the acquisition date through June 30, 2019 were approximately $1.4 million . 2018 Acquisitions Acquisitions completed during the year ended December 31, 2018 include 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. Consideration The following table summarizes the consideration transfered for the acquisitions described above (in thousands): Kapost Postup Holdings Adestra Rant & Rave RO Innovation Interfax Cash $ 45,000 $ 34,825 $ 55,242 $ 58,470 $ 12,469 $ 35,000 Holdback (1) 5,000 175 4,432 6,500 1,781 5,000 Contingent consideration (2) — — — — — — Working capital adjustment — — — (211 ) (87 ) — Total consideration $ 50,000 $ 35,000 $ 59,674 $ 64,759 $ 14,163 $ 40,000 (1) Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Kapost, Postup, 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. During the six months ended June 30, 2019 we paid $1.5 million based on the final valuation of this earn-out. Refer to Note 3 for further discussion regarding the calculation of fair value of acquisition related earn-outs. Unaudited Pro Forma Information The pro forma statements of operations data for the three and six months ended June 30, 2019 and June 30, 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, adjusted for the acquisition of Rant & Rave had the acquisition occurred in the year ended December 31, 2017, for the three and six months ended June 30, 2019 and June 30, 2018 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue $ 53,013 $ 42,065 $ 101,506 $ 79,555 Net loss (1) $ (5,369 ) $ (6,877 ) $ (13,199 ) $ (10,055 ) (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 and six months ended June 30, 2019 and June 30, 2018 includes nonrecurring adjustments removing acquisition costs from 2018 and reflects these costs in the year ended December 31, 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 2019 acquisitions of Kapost and Postup and 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, specifically the tax impacts of the 2018 Tax Act for Adestra and Rant & Rave and the valuation of intangible assets for Postup and Kapost. 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 Kapost and Postup in the fourth quarter of 2019 and Rant & Rave and Adestra in the third 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 six months ended June 30, 2019 , as well as assets and liabilities (in thousands): Preliminary Finalized Kapost Postup Holdings Adestra Rant & Rave RO Innovation Interfax Year Acquired 2019 2019 2018 2018 2018 2018 Cash $ — $ — $ 145 $ 696 $ 197 $ 1,396 Accounts receivable 3,918 1,043 2,814 3,468 1,563 1,587 Other current assets 4,575 2,002 1,395 3,836 1,299 1,341 Property and equipment 687 743 796 131 15 286 Operating lease right-of-use asset 2,136 — — — — — — Customer relationships 23,735 10,667 27,542 29,981 6,688 22,577 Trade name 787 468 710 1,099 111 649 Technology 5,756 2,943 6,001 6,565 1,670 5,236 Noncompetes — — — — 1,148 — Goodwill 22,159 22,815 28,932 32,589 7,568 13,862 Other assets — — — — — 14 Total assets acquired 63,753 40,681 68,335 78,365 20,259 46,948 Accounts payable (64 ) (448 ) (543 ) (1,577 ) (229 ) (737 ) Accrued expense and other (5,031 ) (1,794 ) (1,758 ) (6,114 ) (1,921 ) (2,847 ) Deferred tax liabilities (2,432 ) (3,424 ) (5,104 ) (3,896 ) (2,129 ) (3,364 ) Deferred revenue (4,090 ) (15 ) (1,256 ) (2,019 ) (1,817 ) — Operating lease liabilities (2,136 ) — — — — — Total liabilities assumed (13,753 ) (5,681 ) (8,661 ) (13,606 ) (6,096 ) (6,948 ) Total consideration $ 50,000 $ 35,000 $ 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 intangibles acquired during the six months ended June 30, 2019 and the year ended December 31, 2018 (in years): Useful Life June 30, 2019 December 31, 2018 Customer relationships 9.4 9.8 Trade name 8.9 8.0 Developed technology 7.3 6.7 Non-Compete Agreements 0.0 3.0 Total weighted-average useful life 9.0 9.1 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 six months ended June 30, 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 $127.9 million for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition. Goodwill deductible for tax purposes at the time of acquisition was $2.4 million for Interfax, $2.7 million for RO Innovation and $5.6 million for Postup Holdings. There was no Goodwill deductible for tax purposes for our Adestra, Rant & Rave and Kapost 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 June 30, 2019 and June 30, 2018 were net expense of $0.3 million and $0.1 million , respectively, and for the six months ended June 30, 2019 and June 30, 2018 were net expense of $0.8 million and $0.2 million , respectively. Total transaction costs, excluding integration and transformation costs, incurred with respect to acquisition activity during the three months ended June 30, 2019 and June 30, 2018 were $3.6 million and $1.2 million , respectively, and during the six months ended June 30, 2019 and June 30, 2018 were $4.0 million and $2.6 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. During the six months ended June 30, 2019 we paid $0.6 million based on the final valuation of this earn-out. Refer to Note 3 for further discussion regarding the calculation of fair value of acquisition related earn-outs. During the six months ended June 30, 2019 we acquired customer relationships for $0.6 million from a third-party reseller of our mobile messaging solution in exchange for a reduction in the account receivable balance owed to us by the reseller.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 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 June 30, 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 June 30, 2019 (unaudited) Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ — $ — Fair Value Measurements at December 31, 2018 Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ 1,396 $ 1,396 The decrease in cash earnouts from December 31, 2018 to June 30, 2019 is related primarily to cash settlement of earnouts related to Marketech and RO Innovation. 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): June 30, 2019 (unaudited) Balance at December 31, 2018 $ 1,396 Remeasurement adjustments: Loss included in earnings (1) 712 Acquisitions and settlements: Settlements (2) (2,108 ) Balance at June 30, 2019 $ — (1) Recorded as a component of other operating income (expense) in the Company's statement of operations, during the six months ended June 30, 2019. (2) Includes a $1.5 million payment for the outstanding balance of earnout liabilities related to the acquisition of RO Innovation and a $0.6 million payment for the outstanding balance of earnout liabilities related to the Marketech asset purchase as describe in Note 2. Acquisitions. 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 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 June 30, 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 June 30, 2019 and December 31, 2018 are $309.5 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	6 Months Ended
	Jun. 30, 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 six months ended June 30, 2019 are summarized in the table below (in thousands): Balance at December 31, 2018 $ 225,322 Acquired in business combinations 44,974 Adjustment related to prior year business combinations 2,748 Foreign currency translation adjustment 319 Balance at June 30, 2019 $ 273,363 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 six months ended June 30, 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 June 30, 2019: Customer relationships 1-10 $ 206,483 $ 40,756 $ 165,727 Trade name 1.5-10 7,086 3,596 3,490 Developed technology 4-8 57,010 19,760 37,250 Non-compete agreements 3 1,148 383 765 Total intangible assets $ 271,727 $ 64,495 $ 207,232 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 and six months ended June 30, 2019 and June 30, 2018 , respectively. Total amortization expense during the three months ended June 30, 2019 and June 30, 2018 was $7.2 million and $4.5 million , respectively, and during the six months ended June 30, 2019 and June 30, 2018 was $14.0 million and $8.1 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 $ 15,525 2020 29,359 2021 28,438 2022 26,129 2023 24,084 2024 and thereafter 83,697 Total $ 207,232

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2019
Income Tax Disclosure [Abstract]
Income Taxes	5. Income Taxes The Company’s income tax provision for the three and six months ended June 30, 2019 and June 30, 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 benefit of $6.1 million and $6.7 million recorded for the three and six months ended June 30, 2019, respectively, is primarily related to the deferred tax benefit attributable to the release of valuation allowance and the deferred tax benefit of losses expected to be generated in the United Kingdom by entities acquired during the fourth quarter of 2018. These deferred tax benefits are offset by current income tax expense associated with our Canadian, Irish 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 release of valuation allowance is attributable to ASC 805-740-30-3 and acquisitions of domestic entities with deferred tax liabilities that, upon acquisition, allowed us to recognize certain deferred tax assets of approximately $5.9 million that had previously been offset by a valuation allowance. The tax provision of $0.9 million and $1.4 million recorded for the three and six months ended June 30, 2018, respectively, is primarily related to foreign income taxes associated with our Canadian, Irish 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. 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 June 30, 2019 and June 30, 2018, respectively. The Company has reflected any uncertain tax positions primarily within its long-term taxes payable and a portion within deferred tax assets. 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	6 Months Ended
	Jun. 30, 2019
Debt Disclosure [Abstract]
Debt	6. Debt Long-term debt consisted of the following at June 30, 2019 and December 31, 2018 (in thousands): June 30, 2019 December 31, 2018 Senior secured loans (includes unamortized discount of $4,134 and $3,490 based on an imputed interest rate of 6.9%, at both June 30, 2019 and December 31, 2018, respectively) $ 305,335 $ 279,728 Less current maturities — (6,015 ) Total long-term debt $ 305,335 $ 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 has a maturity date of August 2, 2022. 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 $30.0 million delayed draw term loan commitment (the “DDTL”) that was fully drawn down during the three months ended June 30, 2019, (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 June 30, 2019 , there were no amounts drawn on its U.S. Revolver or Canadian Revolver loans outstanding under the Credit Facility, and there was $309.5 million outstanding on the Term Loans comprised of (i) $304.3 million in the U.S. Term Loan outstanding under the Credit Facility, and (ii) $5.1 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 six months ended June 30, 2019 and for the year ended December 31, 2018, respectively. In accordance with ASC 470-10-45-14, as it was our intent as of June 30, 2019 to convert all short-term debt obligations to long-term as a result of a planned entry into a new credit agreement, all debt oblations under our Credit Facility were classified as long-term as of June 30, 2019. See Note 13. Subsequent Events in the notes to our unaudited condensed consolidated financial statements for more information regarding the pay off of our Credit Facility in connection with our entry into a new credit agreement s ubsequent to June 30, 2019 .

Net Loss Per Share

Net Loss Per Share	6 Months Ended
	Jun. 30, 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 June 30, Six Months Ended June 30, 2019 2018 2019 2018 Numerator: Net Loss $ (5,369 ) $ (5,230 ) $ (13,199 ) $ (8,391 ) Denominator: Weighted–average common shares outstanding, basic and diluted 22,619,805 19,901,599 21,531,216 19,830,401 Net loss per common share, basic and diluted $ (0.24 ) $ (0.26 ) $ (0.61 ) $ (0.42 ) Due to the net losses for the three and six months ended June 30, 2019 and June 30, 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 June 30, 2019 and June 30, 2018 : June 30, 2019 2018 Stock options 345,792 468,765 Restricted stock awards 773,860 1,500,280 Restricted stock units (1) 891,329 — Total anti–dilutive common share equivalents 2,010,981 1,969,045 (1) During the three and six months ended June 30, 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	6 Months Ended
	Jun. 30, 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): Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost $ 636 1,147 Finance lease costs: Amortization of right-of-use assets 209 459 Interest on lease liabilities 16 42 Total lease costs $ 861 1,648 Other information about lease amounts recognized in our consolidated financial statements is summarized as follows: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 731 $ 1,424 Operating cash flows form finance leases $ 24 $ 52 Financing cash flows from finance leases $ 173 $ 383 Right-of-use assets obtained in exchange for lease obligations (in thousands): Operating leases $ 2,310 $ 2,310 Weighted average remaining lease term (in years): Operating leases 3.9 Finance leases 1.2 Weighted average discount rate Operating leases 6.4 % Finance leases 6.0 % Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating Remainder of 2019 $ 185 $ 1,575 2020 85 1,786 2021 10 1,253 2022 10 1,132 2023 6 1,040 Thereafter — 1,010 Total minimum lease payments 296 7,796 Less amount representing interest (34 ) (1,085 ) Present value of lease liabilities $ 262 $ 6,711 Accrued expenses and other current liabilities $ 235 $ — Operating lease liabilities, current — 2,614 Operating lease liabilities, noncurrent — 4,097 Other long-term liabilities 27 — Total lease liabilities $ 262 $ 6,711
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): Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost $ 636 1,147 Finance lease costs: Amortization of right-of-use assets 209 459 Interest on lease liabilities 16 42 Total lease costs $ 861 1,648 Other information about lease amounts recognized in our consolidated financial statements is summarized as follows: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 731 $ 1,424 Operating cash flows form finance leases $ 24 $ 52 Financing cash flows from finance leases $ 173 $ 383 Right-of-use assets obtained in exchange for lease obligations (in thousands): Operating leases $ 2,310 $ 2,310 Weighted average remaining lease term (in years): Operating leases 3.9 Finance leases 1.2 Weighted average discount rate Operating leases 6.4 % Finance leases 6.0 % Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating Remainder of 2019 $ 185 $ 1,575 2020 85 1,786 2021 10 1,253 2022 10 1,132 2023 6 1,040 Thereafter — 1,010 Total minimum lease payments 296 7,796 Less amount representing interest (34 ) (1,085 ) Present value of lease liabilities $ 262 $ 6,711 Accrued expenses and other current liabilities $ 235 $ — Operating lease liabilities, current — 2,614 Operating lease liabilities, noncurrent — 4,097 Other long-term liabilities 27 — Total lease liabilities $ 262 $ 6,711

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 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 June 30, 2019 and June 30, 2018 were approximately $1.3 million and $0.9 million , respectively, and for the six months ended June 30, 2019 and June 30, 2018 were approximately $2.7 million and $1.5 million , respectively. The remaining purchase obligation after June 30, 2019 through June 30, 2021 is $2.7 million . In addition, the Company purchased software development services pursuant to a technology services agreement with DevFactory FZ-LLC for the three months ended June 30, 2019 and June 30, 2018 totaling $1.2 million and $0.8 million , respectively, and for the six months ended June 30, 2019 and June 30, 2018 were approximately $2.5 million and $1.6 million , respectively . The remaining purchase obligation after June 30, 2019 through December 31, 2019 is $2.4 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	6 Months Ended
	Jun. 30, 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. On May 13, 2019, the Company completed a registered underwritten public offering pursuant to the S-3 of 3,795,000 shares of the Company's $0.0001 par value common stock for an offering price to the public of $42.00 per share. This included the 495,000 shares issuable pursuant to a fully exercised option to purchase additional shares granted to the underwriters of the offering. The net proceeds of the offering of $151.1 million , net of issuance costs of $8.3 million , will be used for general business purposes, including the funding of future acquisitions. 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 and six months ended June 30, 2019 , a foreign currency translation adjustment loss of $3.0 million and $0.0 million , respectively, 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 June 30, Six Months Ended June 30, 2019 2018 2019 2018 Cost of revenue $ 353 $ 190 $ 513 $ 268 Research and development 632 375 953 488 Sales and marketing 365 154 504 199 General and administrative 5,551 3,303 9,559 5,644 Total $ 6,901 $ 4,022 $ 11,529 $ 6,599 Restricted Stock Awards Restricted share activity during the six months ended June 30, 2019 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2018 997,014 $ 23.93 Awards vested (219,987 ) 24.26 Awards forfeited (3,167 ) 26.92 Unvested balances at June 30, 2019 773,860 $ 23.82 Restricted Stock Units During the six months ended June 30, 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 six months ended June 30, 2019 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2018 — $ — Units granted 961,495 39.15 Units vested (70,166 ) 34.94 Unvested balances at June 30, 2019 891,329 $ 39.48 Stock Option Activity Stock option activity during the six months ended June 30, 2019 was as follows: Number of Weighted– Outstanding at December 31, 2018 408,899 $ 8.08 Options exercised (62,242 ) 6.77 Options forfeited (556 ) 7.74 Options expired (309 ) 1.49 Outstanding at June 30, 2019 345,792 $ 8.33

Revenue Recognition

Revenue Recognition	6 Months Ended
	Jun. 30, 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 June 30, 2019 and December 31, 2018, unbilled receivables were $4.0 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 six months ended June 30, 2019 . The following table presents the activity impacting deferred commissions for the six months ended June 30, 2019 (in thousands): June 30, 2019 Deferred commissions beginning balance $ 8,925 Capitalized deferred commissions 4,047 Amortization of deferred commissions (1,735 ) Deferred commissions ending balance $ 11,237 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 six months ended June 30, 2019 , we recognized $39.5 million and $2.2 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period. During the six months ended June 30, 2018 , we recognized $39.7 million of subscription services that was included in the deferred revenue balances at the beginning of the period. Remaining Performance Obligations As of June 30, 2019 , approximately $161.1 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 71% 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 June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues: Subscription and support: United States $ 34,436 $ 26,471 $ 64,275 $ 48,719 United Kingdom 9,432 1,494 18,748 2,762 Canada 1,348 1,531 3,732 2,729 Other International 3,499 3,658 6,943 6,673 Total subscription and support revenue 48,715 33,154 93,698 60,883 Perpetual license: United States 484 378 1,052 1,018 United Kingdom 8 40 17 90 Canada 15 40 57 180 Other International 68 225 106 1,021 Total perpetual license revenue 575 683 1,232 2,309 Professional services: United States 2,555 1,567 4,535 3,206 United Kingdom 693 69 1,184 150 Canada 172 161 292 348 Other International 303 312 565 665 Total professional service revenue 3,723 2,109 6,576 4,369 Total revenue $ 53,013 $ 35,946 $ 101,506 $ 67,561

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 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 of $1.2 million and $0.8 million during the three months ended June 30, 2019 and June 30, 2018 , respectively, and $2.5 million and $1.6 million during the six months ended June 30, 2019 and June 30, 2018 , 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 June 30, 2019 and June 30, 2018 of approximately $0.9 million and $0.8 million , respectively, and during the six months ended June 30, 2019 and June 30, 2018 approximately $1.9 million and $1.6 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 June 30, 2019 and June 30, 2018 totaling $15,000 and $15,000 , respectively, and during the six months ended June 30, 2019 and June 30, 2018 totaling $30,000 and $30,000 , respectively.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	13. Subsequent Events On August 6, 2019, we entered into a new fully-drawn $350 million , 7 year, senior secured term loan B facility and a new undrawn $60 million , 5 year, revolving credit facility. The new credit facilities replaced our existing Credit Facility and paid off all outstanding amounts under our existing Credit Facility at closing.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 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 the effect that the adoption of ASU 2018-13 will have on its financial statements. 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 August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities , which amends and simplifies existing guidance to allow companies to more accurately present the economic effects of risk management activities in the financial statements. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018. The Company adopted this guidance in the first quarter of 2019 with no material impact on its consolidated 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 June 30, 2019 , total right-of-use assets related to our operating leases was $6.3 million and current and non-current operating lease liabilities were approximately $2.6 million and $4.1 million , respectively.
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.
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.

Acquisitions (Tables)

Acquisitions (Tables)	6 Months Ended
	Jun. 30, 2019
Business Combinations [Abstract]
Schedule of Consideration Paid for Acquisitions	The following table summarizes the consideration transfered for the acquisitions described above (in thousands): Kapost Postup Holdings Adestra Rant & Rave RO Innovation Interfax Cash $ 45,000 $ 34,825 $ 55,242 $ 58,470 $ 12,469 $ 35,000 Holdback (1) 5,000 175 4,432 6,500 1,781 5,000 Contingent consideration (2) — — — — — — Working capital adjustment — — — (211 ) (87 ) — Total consideration $ 50,000 $ 35,000 $ 59,674 $ 64,759 $ 14,163 $ 40,000 (1) Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Kapost, Postup, 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. During the six months ended June 30, 2019 we paid $1.5 million based on the final valuation of this earn-out. Refer to Note 3 for further discussion regarding the calculation of 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, adjusted for the acquisition of Rant & Rave had the acquisition occurred in the year ended December 31, 2017, for the three and six months ended June 30, 2019 and June 30, 2018 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue $ 53,013 $ 42,065 $ 101,506 $ 79,555 Net loss (1) $ (5,369 ) $ (6,877 ) $ (13,199 ) $ (10,055 ) (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 and six months ended June 30, 2019 and June 30, 2018 includes nonrecurring adjustments removing acquisition costs from 2018 and reflects these costs in the year ended December 31, 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 six months ended June 30, 2019 , as well as assets and liabilities (in thousands): Preliminary Finalized Kapost Postup Holdings Adestra Rant & Rave RO Innovation Interfax Year Acquired 2019 2019 2018 2018 2018 2018 Cash $ — $ — $ 145 $ 696 $ 197 $ 1,396 Accounts receivable 3,918 1,043 2,814 3,468 1,563 1,587 Other current assets 4,575 2,002 1,395 3,836 1,299 1,341 Property and equipment 687 743 796 131 15 286 Operating lease right-of-use asset 2,136 — — — — — — Customer relationships 23,735 10,667 27,542 29,981 6,688 22,577 Trade name 787 468 710 1,099 111 649 Technology 5,756 2,943 6,001 6,565 1,670 5,236 Noncompetes — — — — 1,148 — Goodwill 22,159 22,815 28,932 32,589 7,568 13,862 Other assets — — — — — 14 Total assets acquired 63,753 40,681 68,335 78,365 20,259 46,948 Accounts payable (64 ) (448 ) (543 ) (1,577 ) (229 ) (737 ) Accrued expense and other (5,031 ) (1,794 ) (1,758 ) (6,114 ) (1,921 ) (2,847 ) Deferred tax liabilities (2,432 ) (3,424 ) (5,104 ) (3,896 ) (2,129 ) (3,364 ) Deferred revenue (4,090 ) (15 ) (1,256 ) (2,019 ) (1,817 ) — Operating lease liabilities (2,136 ) — — — — — Total liabilities assumed (13,753 ) (5,681 ) (8,661 ) (13,606 ) (6,096 ) (6,948 ) Total consideration $ 50,000 $ 35,000 $ 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 intangibles acquired during the six months ended June 30, 2019 and the year ended December 31, 2018 (in years): Useful Life June 30, 2019 December 31, 2018 Customer relationships 9.4 9.8 Trade name 8.9 8.0 Developed technology 7.3 6.7 Non-Compete Agreements 0.0 3.0 Total weighted-average useful life 9.0 9.1

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 2019 (unaudited) Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ — $ — 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): June 30, 2019 (unaudited) Balance at December 31, 2018 $ 1,396 Remeasurement adjustments: Loss included in earnings (1) 712 Acquisitions and settlements: Settlements (2) (2,108 ) Balance at June 30, 2019 $ — (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 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)	6 Months Ended
	Jun. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	Changes in the Company’s goodwill balance for the six months ended June 30, 2019 are summarized in the table below (in thousands): Balance at December 31, 2018 $ 225,322 Acquired in business combinations 44,974 Adjustment related to prior year business combinations 2,748 Foreign currency translation adjustment 319 Balance at June 30, 2019 $ 273,363
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 June 30, 2019: Customer relationships 1-10 $ 206,483 $ 40,756 $ 165,727 Trade name 1.5-10 7,086 3,596 3,490 Developed technology 4-8 57,010 19,760 37,250 Non-compete agreements 3 1,148 383 765 Total intangible assets $ 271,727 $ 64,495 $ 207,232 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 $ 15,525 2020 29,359 2021 28,438 2022 26,129 2023 24,084 2024 and thereafter 83,697 Total $ 207,232

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2019
Debt Disclosure [Abstract]
Schedule of long-term debt	Long-term debt consisted of the following at June 30, 2019 and December 31, 2018 (in thousands): June 30, 2019 December 31, 2018 Senior secured loans (includes unamortized discount of $4,134 and $3,490 based on an imputed interest rate of 6.9%, at both June 30, 2019 and December 31, 2018, respectively) $ 305,335 $ 279,728 Less current maturities — (6,015 ) Total long-term debt $ 305,335 $ 273,713

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 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 June 30, Six Months Ended June 30, 2019 2018 2019 2018 Numerator: Net Loss $ (5,369 ) $ (5,230 ) $ (13,199 ) $ (8,391 ) Denominator: Weighted–average common shares outstanding, basic and diluted 22,619,805 19,901,599 21,531,216 19,830,401 Net loss per common share, basic and diluted $ (0.24 ) $ (0.26 ) $ (0.61 ) $ (0.42 )
Schedule of anti–dilutive common share equivalents	The following table sets forth the anti–dilutive common share equivalents as of June 30, 2019 and June 30, 2018 : June 30, 2019 2018 Stock options 345,792 468,765 Restricted stock awards 773,860 1,500,280 Restricted stock units (1) 891,329 — Total anti–dilutive common share equivalents 2,010,981 1,969,045 (1) During the three and six months ended June 30, 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)	6 Months Ended
	Jun. 30, 2019
Leases [Abstract]
Components of Lease Expense and Other Information	The components of lease expense were as follows (in thousands): Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease cost $ 636 1,147 Finance lease costs: Amortization of right-of-use assets 209 459 Interest on lease liabilities 16 42 Total lease costs $ 861 1,648 Other information about lease amounts recognized in our consolidated financial statements is summarized as follows: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 731 $ 1,424 Operating cash flows form finance leases $ 24 $ 52 Financing cash flows from finance leases $ 173 $ 383 Right-of-use assets obtained in exchange for lease obligations (in thousands): Operating leases $ 2,310 $ 2,310 Weighted average remaining lease term (in years): Operating leases 3.9 Finance leases 1.2 Weighted average discount rate Operating leases 6.4 % Finance leases 6.0 %
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 $ 185 $ 1,575 2020 85 1,786 2021 10 1,253 2022 10 1,132 2023 6 1,040 Thereafter — 1,010 Total minimum lease payments 296 7,796 Less amount representing interest (34 ) (1,085 ) Present value of lease liabilities $ 262 $ 6,711 Accrued expenses and other current liabilities $ 235 $ — Operating lease liabilities, current — 2,614 Operating lease liabilities, noncurrent — 4,097 Other long-term liabilities 27 — Total lease liabilities $ 262 $ 6,711
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 $ 185 $ 1,575 2020 85 1,786 2021 10 1,253 2022 10 1,132 2023 6 1,040 Thereafter — 1,010 Total minimum lease payments 296 7,796 Less amount representing interest (34 ) (1,085 ) Present value of lease liabilities $ 262 $ 6,711 Accrued expenses and other current liabilities $ 235 $ — Operating lease liabilities, current — 2,614 Operating lease liabilities, noncurrent — 4,097 Other long-term liabilities 27 — Total lease liabilities $ 262 $ 6,711

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2019
Equity [Abstract]
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 June 30, Six Months Ended June 30, 2019 2018 2019 2018 Cost of revenue $ 353 $ 190 $ 513 $ 268 Research and development 632 375 953 488 Sales and marketing 365 154 504 199 General and administrative 5,551 3,303 9,559 5,644 Total $ 6,901 $ 4,022 $ 11,529 $ 6,599
Schedule of restricted stock activity	Restricted share activity during the six months ended June 30, 2019 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2018 997,014 $ 23.93 Awards vested (219,987 ) 24.26 Awards forfeited (3,167 ) 26.92 Unvested balances at June 30, 2019 773,860 $ 23.82
Restricted stock unit activity	Restricted stock unit activity during the six months ended June 30, 2019 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2018 — $ — Units granted 961,495 39.15 Units vested (70,166 ) 34.94 Unvested balances at June 30, 2019 891,329 $ 39.48
Schedule of stock option activity	Stock option activity during the six months ended June 30, 2019 was as follows: Number of Weighted– Outstanding at December 31, 2018 408,899 $ 8.08 Options exercised (62,242 ) 6.77 Options forfeited (556 ) 7.74 Options expired (309 ) 1.49 Outstanding at June 30, 2019 345,792 $ 8.33

Revenue Recognition (Tables)

Revenue Recognition (Tables)	6 Months Ended
	Jun. 30, 2019
Revenue from Contract with Customer [Abstract]
Deferred Commissions	The following table presents the activity impacting deferred commissions for the six months ended June 30, 2019 (in thousands): June 30, 2019 Deferred commissions beginning balance $ 8,925 Capitalized deferred commissions 4,047 Amortization of deferred commissions (1,735 ) Deferred commissions ending balance $ 11,237
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 June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues: Subscription and support: United States $ 34,436 $ 26,471 $ 64,275 $ 48,719 United Kingdom 9,432 1,494 18,748 2,762 Canada 1,348 1,531 3,732 2,729 Other International 3,499 3,658 6,943 6,673 Total subscription and support revenue 48,715 33,154 93,698 60,883 Perpetual license: United States 484 378 1,052 1,018 United Kingdom 8 40 17 90 Canada 15 40 57 180 Other International 68 225 106 1,021 Total perpetual license revenue 575 683 1,232 2,309 Professional services: United States 2,555 1,567 4,535 3,206 United Kingdom 693 69 1,184 150 Canada 172 161 292 348 Other International 303 312 565 665 Total professional service revenue 3,723 2,109 6,576 4,369 Total revenue $ 53,013 $ 35,946 $ 101,506 $ 67,561

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Operating lease right-of-use asset	$ 6,325	$ 0
Operating lease liabilities, current	2,614	0
Operating lease liabilities, noncurrent	$ 4,097	$ 0

Acquisitions - Consideration (D

Acquisitions - Consideration (Details) - USD ($) $ in Thousands	May 24, 2019	Apr. 18, 2019	Dec. 12, 2018	Oct. 03, 2018	Jun. 27, 2018	Mar. 21, 2018	Jun. 30, 2019
Kapost
Business Acquisition [Line Items]
Cash	$ 45,000
Holdback	5,000
Contingent consideration	0
Working capital adjustment	0
Total consideration	$ 50,000
Postup Holdings
Business Acquisition [Line Items]
Cash		$ 34,825
Holdback		175
Contingent consideration		0
Working capital adjustment		0
Total consideration		$ 35,000
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
Earn out payment							$ 1,500
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		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue	$ 53,013	$ 35,946	$ 101,506	$ 67,561
Net loss	(5,369)	(5,230)	(13,199)	(8,391)
Rant & Rave
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue	53,013		101,506
Pro forma revenue		42,065		79,555
Net loss	$ (5,369)		$ (13,199)
Pro forma loss from continuing operations		$ (6,877)		$ (10,055)

Acquisitions - Narrative (Detai

Acquisitions - Narrative (Details) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	May 24, 2019	Apr. 18, 2019	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	$ 273,363,000	$ 273,363,000	$ 273,363,000		273,363,000				$ 225,322,000
Measurement period expense			(300,000)	$ 100,000	800,000	$ 200,000
Transaction costs, excluding integration and transformation costs			3,600,000	$ 1,200,000	4,000,000	$ 2,600,000
Postup Holdings
Business Acquisition [Line Items]
Revenues		2,400,000
Goodwill							$ 22,815,000
Goodwill deductible for tax purposes											$ 5,600,000
Kapost
Business Acquisition [Line Items]
Revenues	1,400,000
Goodwill								$ 22,159,000
Interfax
Business Acquisition [Line Items]
Goodwill	127,900,000	127,900,000	127,900,000		127,900,000								$ 13,862,000
Goodwill deductible for tax purposes	2,400,000	2,400,000	2,400,000		2,400,000
RO Innovation
Business Acquisition [Line Items]
Goodwill												$ 7,568,000
Goodwill deductible for tax purposes											$ 2,700,000
Adestra
Business Acquisition [Line Items]
Adjustment for intangibles					3,300,000
Goodwill										$ 28,932,000
Adestra and Rant & Rave
Business Acquisition [Line Items]
Goodwill deductible for tax purposes	$ 0	$ 0	$ 0		$ 0

Acquisitions - Assets Acquired

Acquisitions - Assets Acquired and Liabilities Assumed and Divested (Details) - USD ($) $ in Thousands	Jun. 30, 2019	May 24, 2019	Apr. 18, 2019	Dec. 31, 2018	Dec. 12, 2018	Oct. 03, 2018	Jun. 27, 2018	Mar. 21, 2018
Assets Acquired
Operating lease right-of-use asset	$ 6,325			$ 0
Goodwill	273,363			$ 225,322
Liabilities Assumed
Operating lease liabilities	(6,711)
Kapost
Assets Acquired
Cash			$ 0
Accounts receivable			3,918
Other current assets			4,575
Property and equipment			687
Operating lease right-of-use asset			2,136
Goodwill			22,159
Other assets			0
Total assets acquired			63,753
Liabilities Assumed
Accounts payable			(64)
Accrued expense and other			(5,031)
Deferred tax liabilities			(2,432)
Deferred revenue			(4,090)
Operating lease liabilities			(2,136)
Total liabilities assumed			(13,753)
Total consideration			50,000
Kapost | Customer relationships
Assets Acquired
Intangible assets			23,735
Kapost | Trade name
Assets Acquired
Intangible assets			787
Kapost | Technology
Assets Acquired
Intangible assets			5,756
Kapost | Noncompetes
Assets Acquired
Intangible assets			$ 0
Postup Holdings
Assets Acquired
Cash		$ 0
Accounts receivable		1,043
Other current assets		2,002
Property and equipment		743
Operating lease right-of-use asset		0
Goodwill		22,815
Other assets		0
Total assets acquired		40,681
Liabilities Assumed
Accounts payable		(448)
Accrued expense and other		(1,794)
Deferred tax liabilities		(3,424)
Deferred revenue		(15)
Operating lease liabilities		0
Total liabilities assumed		(5,681)
Total consideration		35,000
Postup Holdings | Customer relationships
Assets Acquired
Intangible assets		10,667
Postup Holdings | Trade name
Assets Acquired
Intangible assets		468
Postup Holdings | Technology
Assets Acquired
Intangible assets		2,943
Postup Holdings | Noncompetes
Assets Acquired
Intangible assets		$ 0
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	$ 127,900							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 - Weighted Average

Acquisitions - Weighted Average Amortization Period (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Non-Compete Agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period		3 years
Adestra
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	9 years	9 years 1 month
Adestra | Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	9 years 5 months	9 years 9 months
Adestra | Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	8 years 11 months	8 years
Adestra | Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	7 years 4 months	6 years 8 months
Adestra | Non-Compete Agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period		0 years

Acquisitions - Asset Acquisitio

Acquisitions - Asset Acquisition (Details) - USD ($) $ in Millions	Mar. 21, 2018	Jun. 30, 2019
Marketech Asset Acquisition
Schedule Of Asset Acquisition [Line Items]
Payments for asset acquisitions	$ 2
Future earn-out payments	1
Earnout consideration liability	$ 0.3
Earn out payment		$ 0.6
Customer relationships | Third-Party Payor
Schedule Of Asset Acquisition [Line Items]
Finite-lived intangible assets acquired		$ 0.6

Fair Value Measurements - Chang

Fair Value Measurements - Changes to Fair Value of Earnout Liabilities (Details) - Recurring Measurement Basis - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	$ 0	$ 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	$ 0	$ 1,396

Fair Value Measurements - Liabi

Fair Value Measurements - Liabilities Measured at Fair Value on a Recurring Basis which Unobservable Inputs are Utilized (Details) - Recurring Measurement Basis - Level 3 - Earnout Consideration $ in Thousands	6 Months Ended
	Jun. 30, 2019USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at December 31, 2018	$ 1,396
Loss included in earnings	712
Settlements	(2,108)
Balance at June 30, 2019	$ 0

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) $ in Millions	6 Months Ended
	Jun. 30, 2019USD ($)
RO Innovation
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn out payment	$ 1.5
Marketech Asset Acquisition
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn out payment	$ 0.6

Fair Value Measurements - Quant

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

Fair Value Measurements - Debt

Fair Value Measurements - Debt (Details) - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value	$ 309.5	$ 283.2

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2019USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 225,322
Acquired in business combinations	44,974
Adjustment related to prior year business combinations	2,748
Foreign currency translation adjustment	319
Ending balance	$ 273,363

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Adjustment related to prior year business combinations			$ 2.7
Amortization charge of intangible assets	$ 7.2	$ 4.5	$ 14	$ 8.1

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 271,727	$ 229,796
Accumulated Amortization	64,495	50,224
Net Carrying Amount	207,232	179,572
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	206,483	173,592
Accumulated Amortization	40,756	30,650
Net Carrying Amount	$ 165,727	$ 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	$ 7,086	$ 6,113
Accumulated Amortization	3,596	3,334
Net Carrying Amount	$ 3,490	$ 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	$ 57,010	$ 48,943
Accumulated Amortization	19,760	16,049
Net Carrying Amount	$ 37,250	$ 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	383	191
Net Carrying Amount	$ 765	$ 957

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remainder of 2019	$ 15,525
2020	29,359
2021	28,438
2022	26,129
2023	24,084
2024 and thereafter	83,697
Net Carrying Amount	$ 207,232	$ 179,572

Income Taxes Income Taxes (Deta

Income Taxes Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Tax Disclosure [Abstract]
Tax expense (benefit)	$ (6,101)	$ 872	$ (6,713)	$ 1,383
Deferred tax assets	$ 5,900		$ 5,900

Debt - Schedule of Long-term De

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Less current maturities	$ 0	$ (6,015)
Total long-term debt	305,335	273,713
Senior Secured Notes
Debt Instrument [Line Items]
Senior secured loans (includes unamortized discount of $4,134 and $3,490 based on an imputed interest rate of 6.9%, at both June 30, 2019 and December 31, 2018, respectively)	305,335	279,728
Note discount	$ 4,134	$ 3,490
Interest rate	6.90%	6.90%

Debt - Credit Facility (Details

Debt - Credit Facility (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Term Loan | Domestic Line of Credit
Line of Credit Facility [Line Items]
Amounts drawn on loans	$ 304,300,000
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	309,500,000
Credit Facility | Medium-term Notes | Domestic Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	279,768,750
Credit Facility | Medium-term Notes | Foreign Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	5,231,250
Amounts drawn on loans	5,100,000
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		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Numerator:
Net loss	$ (5,369)	$ (5,230)	$ (13,199)	$ (8,391)
Denominator:
Weighted-average common shares outstanding, basic and diluted (in shares)	22,619,805	19,901,599	21,531,216	19,830,401
Net loss per common share, basic and diluted (in dollars per share)	$ (0.24)	$ (0.26)	$ (0.61)	$ (0.42)

Net Loss Per Share -AntiDiluti

Net Loss Per Share -AntiDilutive Common Share Equivalents (Details) - shares	6 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	2,010,981	1,969,045
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)		468,765	345,792
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)		1,500,280	773,860
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	891,329	0

Leases - Narrative (Details)

Leases - Narrative (Details)	Jun. 30, 2019
Leases [Abstract]
Finance lease, term of contract	4 years

Leases - Components of Lease Ex

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Leases [Abstract]
Operating lease cost	$ 636	$ 1,147
Finance lease costs:
Amortization of right-of-use assets	209	459
Interest on lease liabilities	16	42
Total lease costs	$ 861	$ 1,648

Leases - Other Information (Det

Leases - Other Information (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019USD ($)	Jun. 30, 2019USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 731	$ 1,424
Operating cash flows form finance leases	24	52
Financing cash flows from finance leases	173	383
Right-of-use asset obtained in exchange for operating lease obligations	$ 2,310	$ 2,310
Weighted average remaining lease term - operating leases	3 years 10 months 10 days	3 years 10 months 10 days
Weighted average remaining lease term - finance leases	1 year 1 month 25 days	1 year 1 month 25 days
Weighted average discount rate - operating leases	6.40%	6.40%
Weighted average discount rate - finance leases	6.00%	6.00%

Leases - Future Minimum Payment

Leases - Future Minimum Payments for Operating and Finance Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Finance Leases
2019	$ 185
2020	85
2021	10
2022	10
2023	6
Thereafter	0
Total minimum lease payments	296
Less amount representing interest	(34)
Accrued expenses and other current liabilities	235
Other long-term liabilities	27
Finance lease liabilities	262
Operating Leases
2019	1,575
2020	1,786
2021	1,253
2022	1,132
2023	1,040
Thereafter	1,010
Total minimum lease payments	7,796
Less amount representing interest	(1,085)
Operating lease liabilities, current	2,614	$ 0
Operating lease liabilities, noncurrent	4,097	$ 0
Operating lease, liability	$ 6,711

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Investor
Long-term Purchase Commitment [Line Items]
Remaining purchase obligation	$ 2.4		$ 2.4
Amount of related party transaction	1.2	$ 0.8	2.5	$ 1.6
Amazon Web Services
Long-term Purchase Commitment [Line Items]
Professional fees	1.3	$ 0.9	2.7	$ 1.5
Remaining purchase obligation	$ 2.7		$ 2.7

Stockholders' Equity - Narrativ

Stockholders' Equity - Narrative (Details) - USD ($)	May 13, 2019	Jun. 30, 2019	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Class of Stock [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001		$ 0.0001
Issuance of common stock, net of issuance costs			$ 151,535,000	$ 382,000
Public Offering
Class of Stock [Line Items]
Additional registration of shares of aggregate amount (up to)	$ 250,000,000
Common stock, par value (in dollars per share)	$ 0.0001
Offering price per share (in dollars per share)	$ 42
Issuance of common stock, net of issuance costs	$ 151,100,000
Payments of Stock Issuance Costs	$ 8,300,000
Over-Allotment Option [Member]
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	3,795,000
Shares exercisable to purchase additional shares granted (in shares)	495,000
Accumulated Other Comprehensive Loss
Class of Stock [Line Items]
Foreign currency translation adjustment loss		$ 3,000,000	$ 0

Stockholders' Equity - Shared B

Stockholders' Equity - Shared Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 6,901	$ 4,022	$ 11,529	$ 6,599
Cost of Sales
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	353	190	513	268
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	632	375	953	488
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	365	154	504	199
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 5,551	$ 3,303	$ 9,559	$ 5,644

Stockholders' Equity - Restrict

Stockholders' Equity - Restricted Stock Award Activity (Details) - Restricted stock awards	6 Months Ended
	Jun. 30, 2019$ / sharesshares
Number of Restricted Shares Outstanding
Unvested balances at beginning of period (in shares) | shares	997,014
Awards vested (in shares) | shares	(219,987)
Awards forfeited (in shares) | shares	(3,167)
Unvested balances at end of period (in shares) | shares	773,860
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	24.26
Weighted-average grant date fair value, awards forfeited (in shares) | $ / shares	26.92
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 23.82

Stockholders' Equity - Restri_2

Stockholders' Equity - Restricted Stock Units Activity (Details) - Restricted stock units	6 Months Ended
	Jun. 30, 2019$ / sharesshares
Number of Restricted Shares Outstanding
Unvested balances at beginning of period (in shares) | shares	0
Units granted (in shares) | shares	961,495
Units vested (in shares) | shares	(70,166)
Unvested balances at end of period (in shares) | shares	891,329
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	39.15
Weighted average grant date fair value, awards vested (in dollars per share) | $ / shares	34.94
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 39.48

Stockholders' Equity - Stock Op

Stockholders' Equity - Stock Option Activity (Details) - Stock options	6 Months Ended
	Jun. 30, 2019$ / sharesshares
Number of Options Outstanding
Outstanding at beginning of period (in shares) | shares	408,899
Options exercised (in shares) | shares	(62,242)
Options forfeited (in shares) | shares	(556)
Options expired (in shares) | shares	(309)
Outstanding at end of period (in shares) | shares	345,792
Weighted– Average Exercise Price
Outstanding at beginning of period (in dollars per share) | $ / shares	$ 8.08
Options exercised (in dollars per share) | $ / shares	6.77
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	$ 8.33

Revenue Recognition - Narrative

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Revenue from External Customer [Line Items]
Performance obligation, description of timing	one to three years
Unbilled receivables	$ 3,995	$ 3,694
Deferred commissions, amortization period	6 years
Subscription and support
Revenue from External Customer [Line Items]
Revenue recognized, previously in unearned revenue	$ 39,500
Professional services
Revenue from External Customer [Line Items]
Revenue recognized, previously in unearned revenue	$ 2,200

Revenue Recognition - Activity

Revenue Recognition - Activity Impacting Deferred Commissions (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Revenue from Contract with Customer [Abstract]
Deferred commissions beginning balance	$ 8,925
Capitalized deferred commissions	4,047
Amortization of deferred commissions	(1,735)	$ (1,115)
Deferred commissions ending balance	$ 11,237

Revenue Recognition - Remaining

Revenue Recognition - Remaining Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 $ in Millions	Jun. 30, 2019USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	71.00%
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	$ 161.1

Revenue Recognition - Disaggreg

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Disaggregation of Revenue [Line Items]
Revenue	$ 53,013	$ 35,946	$ 101,506	$ 67,561
Subscription and support
Disaggregation of Revenue [Line Items]
Revenue	48,715	33,154	93,698	60,883
Subscription and support | United States
Disaggregation of Revenue [Line Items]
Revenue	34,436	26,471		48,719	$ 64,275
Subscription and support | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	9,432	1,494		2,762	18,748
Subscription and support | Canada
Disaggregation of Revenue [Line Items]
Revenue	1,348	1,531		2,729	3,732
Subscription and support | Other International
Disaggregation of Revenue [Line Items]
Revenue	3,499	3,658		6,673	6,943
Perpetual license
Disaggregation of Revenue [Line Items]
Revenue	575	683	1,232	2,309
Perpetual license | United States
Disaggregation of Revenue [Line Items]
Revenue	484	378		1,018	1,052
Perpetual license | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	8	40		90	17
Perpetual license | Canada
Disaggregation of Revenue [Line Items]
Revenue	15	40		180	57
Perpetual license | Other International
Disaggregation of Revenue [Line Items]
Revenue	68	225		1,021	106
Professional services
Disaggregation of Revenue [Line Items]
Revenue	3,723	2,109	$ 6,576	4,369
Professional services | United States
Disaggregation of Revenue [Line Items]
Revenue	2,555	1,567		3,206	4,535
Professional services | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	693	69		150	1,184
Professional services | Canada
Disaggregation of Revenue [Line Items]
Revenue	172	161		348	292
Professional services | Other International
Disaggregation of Revenue [Line Items]
Revenue	$ 303	$ 312		$ 665	$ 565

Related Party Transactions (Det

Related Party Transactions (Details)	Mar. 28, 2017	Jun. 30, 2019USD ($)	Jun. 30, 2018USD ($)	Jun. 30, 2019USD ($)agreement	Jun. 30, 2018USD ($)	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%		5.00%
Amount of related party transaction		$ 1,200,000	$ 800,000	$ 2,500,000	$ 1,600,000
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		4,900,000
Services | Investor
Related Party Transaction [Line Items]
Purchase obligation outstanding		0		0
Amount of related party transaction		900,000	800,000	1,900,000	1,600,000
Management, HR/Payroll and Administrative Services | Former Subsidiary
Related Party Transaction [Line Items]
Revenue from related party		$ 15,000	$ 15,000	$ 30,000	$ 30,000

Subsequent Events Narrative (De

Subsequent Events Narrative (Details) - USD ($)	Aug. 06, 2019	Jun. 30, 2019
Medium-term Notes | New Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 350,000,000
Long-term debt, term	7 years
Medium-term Notes | Credit Facility
Subsequent Event [Line Items]
Maximum borrowing capacity		$ 285,000,000
Line of Credit | New Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 60,000,000
Long-term debt, term	5 years
Line of Credit | Credit Facility
Subsequent Event [Line Items]
Maximum borrowing capacity		$ 400,000,000
Interest Rate Contract | New Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Derivative, term of contract	7 years
Derivative, fixed interest rate	5.40%

Uncategorized Items - upld-2019

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