Upland Software (UPLD) 10-K 2 Mar 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Feb. 21, 2020	Jun. 28, 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	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding (in shares)		25,226,450
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Small Business	false
Entity Emerging Growth	true
Entity Ex Period	true
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity Public Float (in dollars)			$ 972

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 175,024	$ 16,738
Accounts receivable (net of allowance of $1,238 and $1,405 at December 31, 2019 and December 31, 2018, respectively)	50,938	40,841
Deferred commissions, current	3,059	2,633
Unbilled receivables	5,111	3,694
Prepaid and other	4,748	3,382
Total current assets	238,880	67,288
Tax credits receivable	4,186	1,573
Property and equipment, net	3,917	2,827
Operating lease right-of-use asset	8,056
Intangible assets, net	282,727	179,572
Goodwill	346,134	225,322
Deferred commissions, noncurrent	8,763	6,292
Other assets	4,165	324
Total assets	896,828	483,198
Current liabilities:
Accounts payable	5,904	3,494
Accrued compensation	11,559	6,581
Accrued expenses and other current liabilities	15,344	16,666
Deferred revenue	76,558	57,626
Due to sellers	14,276	17,267
Operating lease liabilities, current	2,533	0
Current maturities of notes payable (includes unamortized discount of $2,207 and $1,109 at December 31, 2019 and December 31, 2018, respectively)	3,193	6,015
Total current liabilities	129,367	107,649
Notes payable, less current maturities (includes unamortized discount of $11,369 and $2,381 at December 31, 2019 and December 31, 2018, respectively)	521,881	273,713
Deferred revenue, noncurrent	496	578
Operating lease liabilities, noncurrent	5,862	0
Noncurrent deferred tax liability, net	25,685	13,311
Other long-term liabilities	676	640
Total liabilities	683,967	395,891
Stockholders’ equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of December 31, 2019; no shares issued and outstanding as of December 31, 2018, respectively	0	0
Common stock, $0.0001 par value; 50,000,000 shares authorized: 25,250,120 and 21,489,112 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively)	3	2
Additional paid-in capital	345,127	180,481
Accumulated other comprehensive loss	(1,223)	(7,501)
Accumulated deficit	(131,046)	(85,675)
Total stockholders’ equity	212,861	87,307
Total liabilities and stockholders’ equity	$ 896,828	$ 483,198

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Net of allowance of accounts receivable	$ 1,238	$ 1,405
Current unamortized discount	2,207	1,109
Noncurrent unamortized discount	$ 11,369	$ 2,381
Preferred Stock
Preferred stock par value (in USD per share)	$ 0.0001	$ 0.0001
Preferred stock shares authorized (in shares)	5,000,000	5,000,000
Preferred stock shares issued (in shares)	0	0
Preferred stock shares outstanding (in shares)	0	0
Common Stock
Par value (in USD per share)	$ 0.0001	$ 0.0001
Shares authorized (in shares)	50,000,000	50,000,000
Shares issued (in shares)	25,250,120	21,489,112
Shares outstanding (in shares)	25,250,120	21,489,112

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenue	$ 66,066	$ 55,065	$ 53,013	$ 48,493	$ 45,180	$ 37,144	$ 35,946	$ 31,615	$ 222,637	$ 149,885	$ 97,952
Cost of revenue	21,073	16,673	16,583	14,788	15,012	12,083	10,849	10,645	69,117	48,589	33,647
Gross profit	44,993	38,392	36,430	33,705	30,168	25,061	25,097	20,970	153,520	101,296	64,305
Operating expenses:
Sales and marketing	11,490	8,709	7,989	6,982	5,980	5,299	5,248	4,408	35,170	20,935	15,307
Research and development	8,548	7,434	7,008	6,398	5,743	5,400	5,286	4,891	29,388	21,320	15,795
Refundable tax credits	(47)	(133)	(85)	(86)	(2)	(99)	(203)	(102)	(351)	(406)	(542)
General and administrative	13,845	12,196	12,042	9,994	8,566	8,011	8,464	7,000	48,077	32,041	23,291
Depreciation and amortization	8,455	6,427	5,744	5,259	4,683	3,606	3,853	2,130	25,885	14,272	6,498
Acquisition-related expenses	15,213	7,457	9,264	7,723	9,989	2,497	3,140	3,102	39,657	18,728	15,092
Total operating expenses	57,504	42,090	41,962	36,270	34,959	24,714	25,788	21,429	177,826	106,890	75,441
Loss from operations	(12,511)	(3,698)	(5,532)	(2,565)	(4,791)	347	(691)	(459)	(24,306)	(5,594)	(11,136)
Other expense:
Interest expense, net	(6,434)	(5,517)	(5,246)	(5,116)	(4,518)	(3,118)	(3,143)	(2,494)	(22,313)	(13,273)	(6,582)
Loss on debt extinguishment	0	(2,317)	0	0	0	0	0	0	(2,317)	0	0
Other income (expense), net	(1,559)	(228)	(692)	(761)	(816)	(744)	(524)	303	(3,240)	(1,781)	289
Total other expense	(7,993)	(8,062)	(5,938)	(5,877)	(5,334)	(3,862)	(3,667)	(2,191)	(27,870)	(15,054)	(6,293)
Loss before provision for income taxes	(20,504)	(11,760)	(11,470)	(8,442)	(10,125)	(3,515)	(4,358)	(2,650)	(52,176)	(20,648)	(17,429)
Benefit from (provision for) income taxes	639	(547)	6,101	612	11,927	(735)	(872)	(511)	6,805	9,809	(1,296)
Net income (loss)	$ (19,865)	$ (12,307)	$ (5,369)	$ (7,830)	$ 1,802	$ (4,250)	$ (5,230)	$ (3,161)	$ (45,371)	$ (10,839)	$ (18,725)
Net loss per common share:
Basic (in dollars per share)	$ (0.78)	$ (0.50)	$ (0.24)	$ (0.38)	$ 0.09	$ (0.21)	$ (0.26)	$ (0.16)	$ (1.96)	$ (0.54)	$ (1.02)
Weighted-average common shares outstanding, basic and diluted (in shares)									23,099,549	19,985,528	18,411,247
Subscription and support
Revenue	$ 59,109	$ 51,059	$ 48,715	$ 44,983	$ 41,776	$ 33,919	$ 33,154	$ 27,729	$ 203,866	$ 136,578	$ 85,467
Cost of revenue	18,891	14,678	14,622	13,274	13,486	10,566	9,580	9,249	61,465	42,881	28,454
Perpetual license
Revenue	3,531	975	575	657	678	915	683	1,626	5,738	3,902	4,346
Cost of revenue									7,652	5,708	5,193
Total product revenue
Revenue	62,640	52,034	49,290	45,640	42,454	34,834	33,837	29,355	209,604	140,480	89,813
Professional services
Revenue	3,426	3,031	3,723	2,853	2,726	2,310	2,109	2,260	$ 13,033	$ 9,405	$ 8,139
Cost of revenue	$ 2,182	$ 1,995	$ 1,961	$ 1,514	$ 1,526	$ 1,517	$ 1,269	$ 1,396

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Statement of Comprehensive Income [Abstract]
Net loss	$ (45,371)	$ (10,839)	$ (18,725)
Foreign currency translation adjustment	1,635	(3,762)	749
Unrealized translation gain (loss) on foreign currency denominated intercompany loans	2,219	(1,336)	0
Unrealized gain on interest rate swap	2,424	0	0
Comprehensive loss	$ (39,093)	$ (15,937)	$ (17,976)

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2016		17,785,288
Beginning balance at Dec. 31, 2016	$ 59,013,000	$ 2,000	$ 124,566,000	$ (3,152,000)	$ (62,403,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		843,579
Issuance of stock under Company plans, net of shares withheld for tax	(2,163,000)		(2,163,000)
Issuance of stock, net of issuance costs (in shares)		2,139,534
Issuance of stock, net of issuance costs	42,564,000		42,564,000
Stock-based compensation	9,977,000		9,977,000
Foreign currency translation adjustment	749,000			749,000
Net Income (Loss) Attributable to Parent	(18,725,000)				(18,725,000)
Ending balance (in shares) at Dec. 31, 2017		20,768,401
Ending balance at Dec. 31, 2017	91,415,000	$ 2,000	174,944,000	(2,403,000)	(81,128,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in business combination (in shares)		911
Issuance of common stock in business combination	(61,000)		(61,000)
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		719,800
Issuance of stock under Company plans, net of shares withheld for tax	(8,511,000)		(8,511,000)
Issuance of stock, net of issuance costs	(21,000)		(21,000)
Stock-based compensation	14,130,000		14,130,000
Foreign currency translation adjustment	(3,762,000)			(3,762,000)
Unrealized translation loss on foreign currency denominated intercompany loans	(1,336,000)
Net Income (Loss) Attributable to Parent	$ (10,839,000)				(10,839,000)
Ending balance (in shares) at Dec. 31, 2018	21,489,112	21,489,112
Ending balance at Dec. 31, 2018	$ 87,307,000	$ 2,000	180,481,000	(7,501,000)	(85,675,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in business combination (in shares)		7,898
Issuance of common stock in business combination	(30,000)		(30,000)
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		(41,890)
Issuance of stock under Company plans, net of shares withheld for tax	(12,191,000)		(12,191,000)
Issuance of stock, net of issuance costs (in shares)		3,795,000
Issuance of stock, net of issuance costs	151,114,000	$ 1,000	151,113,000
Stock-based compensation	25,754,000		25,754,000
Foreign currency translation adjustment	1,635,000			1,635,000
Unrealized translation loss on foreign currency denominated intercompany loans	2,219,000			2,219,000
Unrealized gain on interest rate swap	2,424,000			2,424,000
Net Income (Loss) Attributable to Parent	$ (45,371,000)				(45,371,000)
Ending balance (in shares) at Dec. 31, 2019	25,250,120	25,250,120
Ending balance at Dec. 31, 2019	$ 212,861,000	$ 3,000	$ 345,127,000	$ (1,223,000)	$ (131,046,000)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Operating activities
Net loss	$ (45,371)	$ (10,839)	$ (18,725)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	34,621	21,347	11,914
Deferred income taxes	(9,432)	268	(262)
Amortization Of Deferred Costs	3,476	2,367	0
Foreign currency re-measurement (gain) loss	58	305	(382)
Non-cash interest and other expense	1,398	874	592
Non-cash stock compensation expense	25,754	14,130	9,977
Non-cash loss on divestiture of assets	1,988	0	0
Non-cash loss on retirement of fixed assets	0	0	(19)
Non-cash loss on debt extinguishment	(2,317)	0	0
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable	3,160	(5,212)	(4,710)
Prepaids and other	(5,532)	(2,798)	1,555
Accounts payable	(73)	(3,399)	1,254
Accrued expenses and other liabilities	(4,153)	(17,615)	3,715
Deferred revenue	3,865	7,919	2,807
Net cash provided by operating activities	12,076	7,347	7,716
Investing activities
Purchase of property and equipment	(1,040)	(935)	(396)
Purchase of customer relationships	(696)	0	(55)
Purchase business combinations, net of cash acquired	(216,025)	(160,751)	(110,324)
Net cash used in investing activities	(217,761)	(161,686)	(110,775)
Financing activities
Payments on finance leases	(529)	(1,136)	(1,497)
Proceeds from notes payable, net of issuance costs	625,666	172,397	74,538
Payments on notes payable	(383,568)	(4,689)	(11,912)
Taxes paid related to net share settlement of equity awards	(12,659)	(9,400)	(3,387)
Issuance of common stock, net of issuance costs	151,551	807	43,797
Additional consideration paid to sellers of businesses	(16,693)	(8,056)	(5,361)
Net cash provided by financing activities	363,768	149,923	96,178
Effect of exchange rate fluctuations on cash	203	(1,172)	449
Change in cash and cash equivalents	158,286	(5,588)	(6,432)
Cash and cash equivalents, beginning of period	16,738	22,326	28,758
Cash and cash equivalents, end of period	175,024	16,738	22,326
Supplemental disclosures of cash flow information:
Cash paid for interest, net of interest rate swaps	23,862	12,429	6,012
Cash paid for taxes	3,557	3,348	1,782
Cash paid for sales commissions	5,119	2,408	3,231
Noncash investing and financing activities:
Business combination consideration including holdbacks and earnouts	16,108	17,713	9,132
Equipment acquired pursuant to financing lease obligations	$ 44	$ 0	$ 50

Organization and Nature of Oper

Organization and Nature of Operations	12 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Operations	1. Organization and Nature of Operations Upland Software, Inc. (“Upland” or the “Company”) is a provider of cloud-based enterprise work management software that enables organizations to plan, manage and execute projects and work. Upland’s four cloud offerings address a broad range of enterprise work management needs, from strategic planning to task execution in the following functional areas: Customer Experience, Sales and Marketing, Call Center, Project Management, Information Technology, Business Operations, and Human Resources and Legal. To support continued growth, Upland intends to pursue acquisitions within its core cloud offerings of complementary technologies and businesses. Upland expects that this will expand its product offerings, customer base and market access, resulting in increased benefits of scale. Consistent with Upland’s growth strategy, Upland has made a total of 25 acquisitions in the 8 years ending December 31, 2019.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. Use of Estimates The preparation of the accompanying 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 those related to revenue recognition, deferred commissions, 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. Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. Accounts Receivable and Allowance for Doubtful Accounts The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment within 30 to 60 days from the invoice date. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so. The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. The allowance is based upon the creditworthiness of the Company’s customers, the customers’ historical payment experience, the age of the receivables and current market conditions. Provisions for potentially uncollectible accounts are recorded in sales and marketing expenses. The Company writes off accounts receivable balances to the allowance for doubtful accounts when it becomes likely that they will not be collected. The following table presents the changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2019 2018 2017 Balance at beginning of year $ 1,405 $ 1,069 $ 658 Provision 1,720 875 1,069 Writeoffs, net of recoveries (1,887) (539) (658) Balance at end of year $ 1,238 $ 1,405 $ 1,069 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 nor more than 10% of accounts receivable in the years ended December 31, 2019, 2018, or 2017. Property and Equipment Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Business Combinations We apply the provisions of ASC 805, Business Combinations, in accounting for our acquisitions which requires the acquisition purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill. Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to acquisition related expenses in our consolidated statement of operations. Tangible assets are 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 are valued using the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology and trade names are valued using the relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset. The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions. Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in due to sellers in our consolidated balance sheets. Contingent consideration typically includes earnout payments payable within 12 to 18 months of the date of acquisition based on attainment of certain performance goals. Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted if necessary. Holdback and contingent consideration liabilities are recorded in due to sellers in our consolidated balance sheet. The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in due to sellers in the consolidated balance sheets. The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments. Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as acquisition related expenses or other income (expense) in our consolidated statements of operations based on management’s assessment of the nature of the liability. Goodwill and Other Intangibles Goodwill is evaluated for impairment annually in October or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The events and circumstances considered by the Company include the business climate, legal factors, operating performance indicators and competition. The company adopted ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment during the first quarter of 2018 which eliminated step 2 from the goodwill impairment test. As we operate as one reporting unit, the impairment test is performed at the consolidated entity level by comparing the estimated fair value of the Company to the its carrying value. We have elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying value. Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its carrying value we would compare the carrying value of the Company's single reporting unit to its fair value and recognize any excess carrying value as an impairment loss. We further estimate the fair value of the reporting unit using a fair-value-based approach based on market capitalization to determine if it is more likely than not that the fair value of our reporting unit is less than its carrying amount. Determining the fair value of goodwill is subjective in nature and often involves the use of estimates and assumptions including, without limitation, use of estimates of future prices and volumes for our products, capital needs, economic trends and other factors which are inherently difficult to forecast. If actual results, or the plans and estimates used in future impairment analyses are lower than the original estimates used to assess the recoverability of these assets, we could incur impairment charges in a future period. The annual impairment test was performed as of October 31, 2019. No impairment of goodwill was identified during the years ended December 31, 2019, 2018, or 2017. Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets. There were no impairments of our intangible assets during the years ended December 31, 2019, 2018 or 2017. Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value. No indicators of impairment were identified during the years ended December 31, 2019, 2018, or 2017. Software Development Costs Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed, and under ASC 350-40, Internal-Use Software. ASC 350-40 also requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. In accordance with ASC 350-40, (i) capitalized implementation costs must are classified in the same balance sheet line item as the amounts prepaid for the related hosting arrangement; (ii) amortization of capitalized implementation costs are presented in the same income statement line item as the service fees for the related hosting arrangement; and (iii) cash flows related to capitalized implementation costs are presented within the same category of cash flow activity as the cash flows for the related hosting arrangement (i.e. operating activity). As of December 31, 2019 and 2018, the net carrying value of capitalized implementation costs related to hosting arrangements that were incurred during the application development stage were $0.5 million and $0.1 million, respectively. These costs related primarily to the implementation of a new ERP system. These capitalized implementation costs will be amortized over the expected term of the arrangement and are amortized in the same line item in the consolidated statements of operations as the expense for fees for the associated hosting arrangement. Refundable Tax Credits Refundable tax credits related to current expenses are accounted for as a reduction of the research and development costs. Such credits relate to the Company's operations in Canada, the United Kingdom, and Ireland and are not dependent upon taxable income. Credits are accrued in the year in which the research and development costs or the capital expenditures are incurred, provided the Company is reasonably certain that the credits will be received. The government credit must be examined and approved by the tax authorities, and it is possible that the amounts granted will differ from the amounts recorded. Debt Issuance Costs The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized deferred financing costs are recorded to interest expense. In 2019 the Company wrote off approximately $2.3 million of deferred financing costs associated with the pay down of its prior credit facility in connection with entering into the Company’s new Credit Agreement as discussed in Note 7. Debt. In 2018 and 2017, the Company had no write offs of deferred financing costs. Derivatives The Company has entered into a floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. These interest rate swaps effectively convert the entire balance of the Company's $540 million term loan (including subsequent incremental term loans as discussed in Note 7. Debt) from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the seven The change in the fair value of the hedging instruments is recorded in Other comprehensive income. Amounts deferred in Other comprehensive income will be reclassified to Interest expense in the accompanying Consolidated Statements of Operations in the period in which the hedged item affects earnings. 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, accrued expenses, 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. Revenue Recognition On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers . Refer to Note 13 Revenue Recognition for a detailed discussion of accounting policies related to revenue recognition, including deferred revenue and deferred commissions. Cost of Revenue Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology, and hosting and infrastructure costs related to the delivery of the Company’s products and services. Customer Relationship Acquisition Costs Costs associated with the acquisition or origination of customer relationships are capitalized as customer relationship assets as incurred and amortized over the estimated life of the customer relationship. Refer to Note 13. Revenue Recognition for further discussion regarding deferred commissions. Advertising Costs Advertising costs are expensed in the period incurred. Advertising expenses were $132,000, $79,000 and $33,000 for the years ended December 31, 2019, 2018, or 2017, respectively. Advertising costs are recorded in sales and marketing expenses in the accompanying consolidated statement of operations. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries. The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions, which includes the accounting for interest and penalties. Leases Effective January 2019, the Company adopted the provisions and expanded disclosure requirements described in Topic 842. The Company adopted the standard using the modified retrospective method. Accordingly, the results for the prior comparable periods were not adjusted to conform to the current period measurement or recognition of results. The Company determines if an arrangement is a lease at inception. This determination includes the review of contracts with third parties to identify the existence of potential embedded leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease ROU asset is reduced for tenant incentives and excludes any initial direct costs incurred. As the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Stock-Based Compensation We measure all share-based payments, including grants of options to purchase common stock and the issuance of restricted stock or restricted stock units to employees, service providers and board members, using the fair-value at grant date. We record forfeitures as they occur. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period. We value restricted stock and restricted stock units at the closing price of our common stock on the grant date. We value stock option awards using the Black-Scholes option-pricing model. For the years ended December 31, 2019, 2018, and 2017 stock-based compensation awards consisted primarily of restricted stock and restricted stock units. The following table summarizes the weighted-average grant-date fair value of options granted during 2018 and 2017, and the assumptions used to develop their fair values. No stock options were award during the year ended December 31, 2019. Year Ended December 31, 2018 2017 Weighted average grant-date fair value of options $11.42 $7.47 Expected volatility 33.4% 35.0% Risk-free interest rate 2.8% 1.1% - 2.0% Expected life in years 5.00 5.00 Dividend yield — — Comprehensive Loss The Company utilizes the guidance in Accounting Standards Codification (ASC) Topic 220, Comprehensive Income, for the reporting and display of comprehensive loss and its components in the consolidated financial statements. Comprehensive loss consists of net loss, foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S. dollar, unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps. Refer to Note 12. Stockholders' Equity for a detail of the components of accumulated comprehensive income for the years ended December 31, 2019, 2018, or 2017. Foreign Currency Transactions The functional currency of our foreign subsidiaries are the local currencies. Results of operations for foreign subsidiaries are translated in United States 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. Foreign currency transaction gains and losses are included in other income (expense) in our statements of operations. For the year ended December 31, 2019 and 2017 foreign currency transaction losses were $466,000, and $178,000, respectively. For the year ended December 31, 2018 foreign currency transaction gains were $293,000. We have foreign currency denominated intercompany loans that were used to fund the acquisition of foreign subsidiaries in 2018 and 2019. Due to the long-term nature of the loans, the foreign currency gains (losses) resulting from remeasurement are recognized as a component of accumulated other comprehensive income (loss). During the years ended December 31, 2019 and 2018 a foreign currency translation gain of $2.2 million and loss of $1.4 million, respectively, were recognized as a components of accumulated other comprehensive income (loss) related long-term intercompany loans. Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, to eliminate, add and modify certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The guidance is effective for annual and interim periods beginning after December 15, 2019, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Company is currently evaluating how to apply the new guidance. The adoption of ASU 2018-13 is not expected to have a material impact on the Company’s consolidated 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. Based on the Company’s evaluation, the adoption of ASU 2016-13 is not expected to have a material impact on the Company’s consolidated financial statements, specifically the amounts we report as accounts receivable in future periods under this guidance relative to current guidance. Recently adopted accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard will become effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We early adopted ASU 2019-12 during the quarter ended December 31, 2019. The adoption of ASU 2019-12 resulted in no material impact to the Company's financial statements. 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, the Company would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective approach and the optional transition method. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company 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 December 31, 2019, total right-of-use assets related to our operating leases was $8.1 million and current and non-current operating lease liabilities were approximately $2.5 million and $5.9 million, respectively.

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 2019
Business Combinations [Abstract]
Acquisitions	3. Acquisitions The Company performs quantitative and qualitative analyses to determine the significance of each acquisition, to the consolidated financial statements of the Company. Based on these analyses the below acquisitions were deemed to be insignificant on an individual and cumulative basis, with the exception of Qvidian Corporation, a Delaware corporation (“Qvidian”) and 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 the pro forma disclosed below. 2019 Acquisitions Acquisitions completed during the year ended December 31, 2019 include the following: • Postup - 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 December 31, 2019 were approximately $8.2 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 content operations platform provider for sales and marketing. Revenues recorded since the acquisition date through December 31, 2019 were approximately $7.6 million. • Cimpl - On August 21, 2019, the Company completed its purchase of the shares comprising the entire issued share capital of Cimpl, Inc., a Canadian corporation (“Cimpl”), a cloud-based telecom expense management platform. Revenues recorded since the acquisition date through December 31, 2019 were approximately $2.8 million. • InGenius - On October 1, 2019, the Company completed its purchase of the shares comprising the entire issued share capital of InGenius Software Inc., a Canadian corporation (“InGenius”), a Computer Telephony Integration (CTI) solution for enterprise contact centers. Revenues recorded since the acquisition date through December 31, 2019 were approximately $1.8 million. • Altify - On October 4, 2019, the Company’s wholly owned subsidiary, PowerSteering Software Limited, a limited company incorporated under the laws of England and Wales (“PowerSteering UK”), entered into an agreement to purchase the shares comprising the entire issued share capital of Altify Ireland Limited, a private company limited by shares organized and existing under the laws of Ireland (“Altify”), a customer revenue optimization (CRO) cloud solution for sales and the extended revenue teams. Revenues recorded since the acquisition date through December 31, 2019 were approximately $4.1 million. • See Note 17. Subsequent Events for discussion of the acquisition of Localytics, which was completed subsequent to December 31, 2019. 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 UK, 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. 2017 Acquisitions • Omtool - On January 10, 2017, Upland completed its acquisition of Omtool, Ltd., an enterprise document capture, fax, and workflow solution company. • RightAnswers - On April 21, 2017, the Company acquired RightAnswers, Inc. (“RightAnswers”), a cloud-based knowledge management system. • Waterfall - On July 12, 2017, the Company acquired Waterfall International Inc. (“Waterfall”), a cloud-based mobile messaging platform. • Qvidian - On November 16, 2017, Upland Software, Inc., a Delaware corporation (the “Company” or “Upland”) completed its acquisition of the entire issued voting share capital of Qvidian Corporation, a Delaware corporation (“Qvidian”), a Massachusetts-based provider of cloud-based RFP and sales-proposal automation software. Consideration The following table summarizes the consideration transferred for the acquisitions described above (in thousands): 2019 Acquisitions 2018 Acquisitions 2017 Acquisitions Altify InGenius Cimpl Kapost Postup Adestra Rant & Rave RO Innovation Interfax Qvidian Waterfall RightAnswers Omtool Cash $ 84,000 $ 26,428 $ 23,071 $ 45,000 $ 34,825 $ 55,242 $ 58,470 $ 12,469 $ 35,000 $ 50,000 $ 24,400 $ 17,400 $ 22,214 Holdback (1) — 3,000 2,600 5,000 175 4,432 6,500 1,781 5,000 — 1,506 2,491 — Contingent consideration (2) — 4,865 — — — — — — — — 1,226 4,000 — Working capital adjustment — — — (601) — 197 (211) (87) — — — — — Total consideration $ 84,000 $ 34,293 $ 25,671 $ 49,399 $ 35,000 $ 59,871 $ 64,759 $ 14,163 $ 40,000 $ 50,000 $ 27,132 $ 23,891 $ 22,214 (1) Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for InGenius, Cimpl, Kapost, Postup, Adestra, Rant & Rave, RO Innovation and RightAnswers and 18 months from closing for Interfax and Waterfall. (2) Contingent consideration consists of the fair value of anticipated earn-out payments which are based on the estimated probability of attainment of the underlying future performance-based conditions at the time of acquisition. Contingent consideration for InGenius was calculated based on management’s estimate of future earn-out payments at the date of acquisition. The maximum potential payout for the InGenius earn-out is $15.0 million. For the year ended December 31, 2018, contingent consideration included 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. In addition to the contingent consideration detailed in the table above, during the year ended December 31, 2018 the Company incurred contingent consideration related to an asset acquisition from a former reseller of Interfax in connection with our acquisition of Interfax as discussed under “Other Acquisitions” below. Refer to Note 4 for further discussion regarding the calculation of fair value of acquisition related earn-outs and subsequent payouts. Unaudited Pro Forma Information The pro forma statements of operations data for years ended December 31, 2018 and December 31, 2017, shown in table below, give effect to the Rant & Rave acquisition, described above, as if it had occurred at January 1, 2017. These amounts have been calculated after applying our accounting policies and adjusting the results of Rant & Rave to reflect: the reversal and deferral of commissions expense, the costs of debt financing incurred to acquire Rant & Rave, the additional intangible amortization and the adjustments to acquired deferred revenue that would have been recognized assuming the fair value adjustments had been applied and incurred since January 1, 2017. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations. The table below shows the Pro forma statements of operations data for the respective years ending December 31 (in thousands): 2018 2017 Revenue $ 167,450 $ 118,696 Net loss (1) $ (14,086) $ (24,867) (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 year ended December 31, 2018 includes nonrecurring adjustment removing acquisition costs from 2018 and reflects these costs in the year ended 2017, the year the acquisition was assumed to be completed for pro forma purposes. The pro forma statements of operations data for years ended December 31, 2017 and December 31, 2016, shown in table below, give effect to the Qvidian acquisition, described above, as if it had occurred at January 1, 2016. These amounts have been calculated after applying our accounting policies and adjusting the results of Qvidian to reflect: the costs of debt financing incurred to acquire Qvidian, the additional intangible amortization and the adjustments to acquired deferred revenue that would have been occurred assuming the fair value adjustments had been applied and incurred since January 1, 2016. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations. The table below shows the Pro forma statements of operations data for the respective years ending December 31 (in thousands): 2017 Revenue $ 115,707 Net loss (1) $ (13,679) (1) While some recurring adjustments impact the pro forma figures presented, the decrease in pro forma net loss compared to our net loss on the consolidated statements of operations for the year ended December 31, 2017 includes nonrecurring adjustment removing acquisition costs from 2017 and reflects these costs in the year ended 2016, 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 accounting for the Company’s 2018 acquisitions (as disclosed in the table below) are final. The accounting for the 2019 acquisitions of Cimpl, InGenius and Altify 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 valuation of intangible assets. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to complete its purchase price allocations throughout 2020. The following condensed table presents the preliminary and finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions closed in 2018 and 2019 (in thousands): Preliminary Final Altify InGenius Cimpl Kapost Postup Adestra Rant & Rave RO Innovation Interfax Year Acquired 2019 2019 2019 2019 2019 2018 2018 2018 2018 Cash $ 730 $ 11 $ 137 $ — $ 19 $ 145 $ 696 $ 197 $ 1,396 Accounts receivable 6,629 1,456 1,041 3,901 1,054 2,724 3,468 1,563 1,587 Other current assets 889 317 279 1,066 1,373 1,395 3,836 1,299 1,341 Tax credits receivable 916 1,515 1,458 — — — — — — Operating lease right-of-use asset 1,085 1,099 230 2,136 — — — — — Property and equipment 139 364 233 686 743 796 131 15 286 Customer relationships 50,954 11,208 12,430 23,735 10,667 27,542 29,981 6,688 22,577 Trade name 1,112 424 216 787 468 709 1,099 111 649 Technology 7,648 4,576 3,240 5,756 2,943 6,001 6,565 1,670 5,236 Noncompetes — — — — — — 1,148 — Goodwill 35,389 24,227 12,873 20,953 21,973 29,442 32,589 7,568 13,862 Other assets 378 — 6 — — — — — 14 Total assets acquired 105,869 45,197 32,143 59,020 39,240 68,754 78,365 20,259 46,948 Accounts payable (1,499) (128) (304) (50) (447) (543) (1,577) (229) (737) Accrued expense and other (4,421) (2,919) (1,224) (3,724) (530) (1,524) (6,114) (1,921) (2,847) Deferred tax liabilities (8,042) (4,897) (4,595) (1,954) (3,248) (5,104) (3,896) (2,129) (3,364) Deferred revenue (7,907) (2,960) (349) (3,893) (15) (1,712) (2,019) (1,817) — Total liabilities assumed (21,869) (10,904) (6,472) (9,621) (4,240) (8,883) (13,606) (6,096) (6,948) Total consideration $ 84,000 $ 34,293 $ 25,671 $ 49,399 $ 35,000 $ 59,871 $ 64,759 $ 14,163 $ 40,000 The company uses third party valuation consultants to determine the fair values of assets acquired and liabilities assumed. Tangible assets are 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 and are valued using the multi-period excess earnings method. Developed technology and trade names are valued using the relief-from-royalty method. The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the years ended December 31, 2019 and 2018 (in years): Useful Life December 31, 2019 December 31, 2018 Customer relationships 9.8 9.8 Trade name 9.2 8.0 Developed technology 7.9 6.7 Noncompete agreements 0.0 3.0 Total weighted-average useful life 9.5 9.1 During the measurement period, which may be up to one year from the acquisition date, the Company records 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 year ended December 31, 2019 was related primarily to a $3.3 million decrease in intangibles (customer relationships, trade name and technology) due to a change in valuation estimates. During the year ended December 31, 2018 the change in the preliminary acquisition-date fair value of assets and liabilities for Qvidian was primarily related to a $15.7 million increase in the estimated fair value of customer relationships due to a change in estimates upon completion of our final valuation. This change was partially offset by an $8.0 million increase to deferred tax liabilities attributable to completion of the analysis of the deferred tax assets and liabilities at the time of acquisition following finalization of the of the valuation. The change in the preliminary acquisition-date fair value of assets and liabilities for Interfax during the year ended December 31, 2018 was primarily related to a decrease of $5.7 million in the estimated fair value of customer relationships due to changes in estimates upon completion of our final valuation. The goodwill of $198.9 million for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition. Goodwill deductible for tax purposes related to the above acquisitions was $11.3 million. Total transaction costs incurred with respect to acquisition activity in the years ended December 31, 2019, 2018, and 2017 were $11.3 million, $6.1 million, and $3.6 million, respectively. These costs are included in Acquisition-related expenses in our consolidated statement of operations. Other Acquisitions and Divestitures From time to time we may purchase or sell customer relationships that meet certain criteria. During the twelve months ended December 31, 2019 we completed customer relationship acquisitions totaling $1.6 million. 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 year ended December 31, 2019 we paid $0.6 million based on the final valuation of this earn-out. Refer to Note 4. Fair Value Measurements for further discussion regarding the calculation of fair value of acquisition related earn-outs. In the fourth quarter of 2019, Upland divested of certain minor non-strategic customer contracts and related website management and analytics assets. As a result, during the year ended December 31, 2019 the Company recognized a $2.0 million non-cash expense on divestiture which is included in the Other income (expense), net line item in the Company’s consolidated statement of operations for the year ended December 31, 2019. The assets divested consisted primarily of $2.2 million in deferred commission costs, $1.1 million in intangible assets (customer relationship and related technology), $0.2 million in allocated goodwill, and $1.0 million of liabilities primarily consisting of deferred revenue.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Fair Value Measurements	4. 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 December 31, 2019 and 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. Any gain (loss) related to subsequent changes in the fair value of contingent consideration is recorded in acquisition-related expense or other income (expense) in the Company's consolidated statements of operations based on management's assessment of the nature of the liability. Earnout consideration liabilities are included in Due to sellers in the Company's consolidated balance sheets. In connection with entering into, and expanding, the Company's new credit facility, as discussed further in Note 7. Debt, the Company entered into interest rate swaps for the full 7 year term, effectively fixing our interest rate at 5.4% for the full value of the Company’s term loans. The fair value of this swap is measured at the end of each interim reporting period based on the then assessed fair value and adjusted if necessary. As the fair value measure is based on the market approach, they are categorized as Level 2.The fair value of the interest rate swap is included in other long term-liabilities on the Company's consolidated balance sheets. Liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Interest rate swap asset $ — $ 2,424 $ — $ 2,424 Liabilities: Earnout consideration liability $ — $ — $ 4,394 $ 4,394 Fair Value Measurements at December 31, 2018 Level 1 Level 2 Level 3 Total Liabilities: Earnout consideration liability $ — $ — $ 1,396 $ 1,396 The decrease in cash earnouts from December 31, 2018 to December 31, 2019 is related primarily to cash settlement of earnouts related to Marketech and RO Innovation. The following table presents additional information about earnout consideration liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value: December 31, 2019 2018 Beginning balance $ 1,396 $ 3,576 Remeasurement adjustments: Loss included in earnings 241 1,627 Acquisitions and settlements: Acquisitions 4,865 321 Settlements (1) (2,108) (4,128) Ending balance $ 4,394 $ 1,396 (1) For the year ended December 31, 2019 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 3. Acquisitions. For the year ended December 31, 218 includes a $2.0 million earnout paid in February 2018 for RightAnswers and a $2.2 million earnout paid in November 2018 for Waterfall. Quantitative Information about Level 3 Fair Value Measurements 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, 2019 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: $ 4,394 Binary option model Expected future annual revenue streams and probability of achievement Fair Value at December 31, 2018 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: $ 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.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	12 Months Ended
	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	5. Goodwill and Other Intangible Assets Changes in the Company’s goodwill balance for each of the two years in the period ended December 31, 2019 are summarized in the table below (in thousands): Balance at December 31, 2017 $ 154,607 Acquired in business combinations 70,139 Adjustment related to prior year business combinations (7,051) Adjustment related to finalization of business combinations 8,685 Foreign currency translation adjustment (1,058) Balance at December 31, 2018 $ 225,322 Acquired in business combinations 117,610 Adjustment related to prior year business combinations (1) 3,123 Adjustment related to finalization of current year business combinations (2,195) Foreign currency translation adjustment 2,274 Balance at December 31, 2019 $ 346,134 (1) Primarily related to changes in the ASC 805 valuation of intangible assets in the prior year business combination of Adestra. Intangible assets, net, 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 purchases and from acquisitions of customer relationships. The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying December 31, 2019 Customer relationships 1-10 $ 283,005 $ 53,984 $ 229,021 Trade name 1.5-10 8,827 3,884 4,943 Developed technology 4-9 71,522 23,333 48,189 Non-Compete Agreements 3 $ 1,148 $ 574 $ 574 Total intangible assets $ 364,502 $ 81,775 $ 282,727 Estimated Useful Gross Accumulated Net Carrying 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. In the fourth quarter of 2019, management made the decision to sunset and divest certain minor non-strategic customer contracts and related website management and analytics assets. The remaining useful life of certain customer relationship assets included in the sunset asset group were reduced by 1 year to 2.5 years which represents the term left on the current active contracts. Management has determined there have been no other changes in the useful life during the years ended December 31, 2019, 2018, and 2017. No impairment was recorded during the years ended December 31, 2019, 2018, and 2017. Total amortization expense was $32.4 million, $19.0 million, and $9.6 million during the years ended December 31, 2019, 2018, and 2017, respectively. Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: 2020 39,805 2021 37,999 2022 35,567 2023 33,850 2024 31,138 Thereafter 104,368 Total $ 282,727

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	6. Income Taxes The Tax Act was enacted in December 2017. The Tax Act significantly changes U.S. tax law by, among other things, lowering U.S. corporate income tax rates, implementing a territorial tax system and imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Act reduced the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. While the Tax Act provides for a modified territorial tax system, beginning in 2018, global intangible low-taxed income (“GILTI”) provisions will be applied providing an incremental tax on low taxed foreign income. The GILTI provisions require us to include in our U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company has selected the "period cost method" as its accounting policy with respect to the new GILTI tax rules. The Company's loss from continuing operations before income taxes for the years ended December 31, was as follows (in thousands): 2019 2018 2017 Loss before provision for income taxes: United States $ (41,237) $ (23,350) $ (22,748) Foreign (10,939) 2,702 5,319 $ (52,176) $ (20,648) $ (17,429) The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands): 2019 2018 2017 Current Federal $ (10) $ 177 $ — State 395 253 177 Foreign 1,989 2,328 1,381 Total Current $ 2,374 $ 2,758 $ 1,558 Deferred Federal $ (5,139) $ (9,866) $ (168) State (103) (1,584) 128 Foreign (3,937) (1,117) (222) Total Deferred (9,179) (12,567) (262) (Benefit from) provision for income taxes $ (6,805) $ (9,809) $ 1,296 As of December 31, 2019 the Company had total net operating loss carryforwards of approximately $275.7 million consisting of $244.9 million and $30.8 million related to the U.S federal and foreign net operating loss carryforwards, respectively. In addition, as of December 31, 2019, the Company had research and development credit carryforwards of approximately $3.5 million. The U.S. federal net operating loss and credit carryforwards will expire beginning in 2020, if not utilized. Utilization of the U.S. federal net operating losses and tax credits may be subject to substantial annual limitation due to the “change of ownership” provisions of the Internal Revenue Code of 1986. The annual limitation will result in the expiration of approximately $87.4 million of U.S. federal net operating losses and $3.5 million of credit carryforwards before utilization. Approximately $29.9 million of the foreign net operating loss carryforwards carry forward indefinitely with the remainder expiring beginning in 2039. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes as of December 31 are as follows (in thousands): 2019 2018 2017 Deferred tax assets: Accrued expenses and allowances $ 2,616 $ 1,871 $ 1,715 Deferred revenue 28 4 — Stock compensation 1,157 743 901 Net operating loss and tax credit carryforwards 45,716 33,579 26,810 Disallowed interest expense carryforwards 6,692 2,888 — Capital expenses 192 205 294 Tax credit carryforwards 991 — — Lease liability 2,177 — — Other 696 723 129 Valuation allowance for noncurrent deferred tax assets (21,179) (15,507) (15,730) Net deferred tax assets $ 39,086 $ 24,506 $ 14,119 Deferred tax liabilities: Deferred revenue — — (401) Prepaid expenses (210) (61) (58) Intangible assets (53,737) (33,518) (15,298) Goodwill (5,187) (2,012) (1,214) Tax credit carryforwards — (302) (410) Right of use asset (2,135) — — Unrealized gains (1,184) — — Deferred commissions (2,318) (1,924) — Net deferred tax liabilities $ (64,771) $ (35,893) $ (17,381) Net deferred taxes $ (25,685) $ (11,387) $ (3,262) Due to the uncertainty surrounding the timing of realizing the benefits of its domestic favorable tax attributes in future tax returns, the Company has placed a valuation allowance against its domestic net deferred tax asset, exclusive of goodwill. During the year ended December 31, 2019 and 2018, the valuation allowance increased by approximately $5.7 million and decreased by approximately $0.2 million, respectively, due primarily to operations, acquisitions, and the impact of changes in tax law. The valuation allowance change included a reduction of $6.3 million due to acquired net deferred tax liabilities as a result of domestic business combinations, which was recorded as an income tax benefit in the year ended December 31, 2019. At December 31, 2019, we did not provide deferred income taxes on temporary differences resulting from earnings of certain foreign subsidiaries which are indefinitely reinvested. The reversal of these temporary differences could result in additional tax; however, it is not practicable to estimate the amount of any unrecognized deferred income tax liabilities at this time. Deferred income taxes are provided as necessary with respect to earnings that are not indefinitely reinvested. The Company’s provision for income taxes differs from the expected tax expense (benefit) amount computed by applying the statutory federal income tax rate to income before taxes due to the following: 2019 2018 2017 Federal statutory rate 21.0 % 21.0 % 34.0 % State taxes, net of federal benefit 2.7 % 4.6 % 4.7 % Tax credits 1.4 % 0.4 % 1.0 % Effect of foreign operations (1.0) % (2.1) % 2.1 % Stock compensation 4.1 % 12.3 % 7.9 % Disallowed excess executive compensation (2.1) % — % — % Permanent items and other (2.3) % (6.6) % (0.5) % Effect of Tax Act — % — % (43.7) % Change in valuation allowance (10.8) % 17.9 % (12.9) % 13.0 % 47.5 % (7.4) % Under ASC 740-10, Income Taxes - Overall, the Company periodically reviews the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. The Company uses a “more likely than not” criterion for recognizing an asset for unrecognized income tax benefits or a liability for uncertain tax positions. The Company has determined it has the following unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2019. The Company does not anticipate any significant changes in such uncertainties and judgments during the next 12 months. To the extent the Company is required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability, (in thousands). Balance at December 31, 2017 $ 480 Additional based on tax positions related to the current year — Additions for tax positions of prior years 1,526 Reductions for tax positions of prior years — Settlements — Balance at December 31, 2018 $ 2,006 Additional based on tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years (1,317) Settlements — Balance at December 31, 2019 $ 689 Due to the existence of the valuation allowance, future changes in our unrecognized tax benefits will not materially impact the Company’s effective tax rate. If the Company were to recognize unrecognized tax benefits as of December 31, 2019, $0.6 million would impact the effective tax rate. The Company’s assessment of its unrecognized tax benefits is subject to change as a function of the Company’s financial statement audit. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2019, the Company had $0.2 million accrued interest or penalties related to uncertain tax positions, none of which is expected to reverse in the next 12 months. The Company and its subsidiaries file tax returns in the U.S. federal jurisdiction and in several state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years ending before December 31, 2016 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2015. The Company is not currently under audit for federal, state or any foreign jurisdictions. US operating losses generated in years prior to 2016 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized.

Debt

Debt	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
Debt	7. Debt Long-term debt consisted of the following at December 31, 2019 and December 31, 2018 (in thousands): December 31, 2019 2018 Senior secured loans (includes unamortized discount of $13,576 and $3,490 based on an imputed interest rate of 5.8% and 6.8%, at December 31, 2019 and December 31, 2018, respectively) $ 525,074 $ 279,728 Less current maturities (3,193) (6,015) Total long-term debt $ 521,881 $ 273,713 Credit Agreement On August 6, 2019, the Company entered into a new credit agreement (the “Credit Agreement”) which provides for (i) a fully-drawn $350.0 million, 7 year, senior secured term loan B facility (the “Term Loan”) and (ii) a new $60.0 million, 5 year, revolving credit facility (the “Revolver”) that was fully available as of December 31, 2019. The Credit Agreement replaced the Company's previous credit agreement. All outstanding balances under our previous credit agreement were paid off using proceeds from our new Credit Agreement. On November 26, 2019, the Company entered into a First Incremental Assumption Agreement (the “Incremental Assumption Agreement”) which provides for a term loan facility to be established under the Credit Agreement in an aggregate principal amount of $190.0 million (the “2019 Incremental Term Loan”) which is in addition to the existing $350.0 million term loans outstanding under the Credit Agreement and the $60.0 million revolving credit facility under the Credit Agreement. Payment terms The Term Loans (including the 2019 Incremental Term Loan) are repayable on a quarterly basis beginning on December 31, 2019 by an amount equal to 0.25% (1.00% per annum) of the aggregate principal amount of such loan. Any amount remaining unpaid is due and payable in full on August 6, 2026 (the “Term Loan Maturity Date”). At the option of the Company, the Term Loans (including the 2019 Incremental Term Loan) accrue interest at a per annum rate based on (i) the Base Rate plus a margin of 2.75% or (ii) the rate (not less than 0.00%) for Eurodollar deposits quoted on the LIBOR01 or LIBOR02 pages on the Reuters Screen, or as otherwise determined in accordance with the Credit Agreement (based on a period equal to 1, 2, 3 or 6 months or, if available and agreed to by all relevant Lenders and the Agent, 12 months or such period of less than 1 month) plus a margin of 3.75%. The Base Rate for any day is a rate per annum equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds effective rate (not less than 0.00%) in effect on such day plus ½ of 1.00%, and (ii) the Eurodollar rate for a one month interest period beginning on such day plus 1.00%. Accrued interest on the loans will be paid quarterly or, with respect to loans that are accruing interest based on the Eurodollar rate, at the end of the applicable interest rate period. Lenders under the Credit Agreement are entitled to a premium in the event of certain prepayments or repricings of the Term Loan made within six months of the Closing in an amount equal to 1.00% times the aggregate principal amount of the initial Term Loan prepaid in connection with a repricing transaction or the aggregate principal amount of the initial Term Loan outstanding on such date that is subject to an effective pricing reduction pursuant to a repricing transaction, as applicable. Interest rate swaps On August 6, 2019, the Company also entered into an interest rate hedge instrument for the full 7 year term, effectively fixing our interest rate at 5.4% for the Term Loan. In addition, on November 26, 2019, the Company entered into interest rate swap agreements to hedge the interest rate risk associated with the Company’s floating rate obligations under the 2019 Incremental Term Loan. These interest rate swaps fix the Company's interest rate (including the hedge premium) at 5.4% for the term of the Credit Agreement. The interest rate associated with our new $60 million, 5 year, the Revolver remains floating. The interest rate swap has been designated as a cash flow hedge and is valued using a market approach, which is a Level 2 valuation technique. At December 31, 2019, the fair value of the interest rate swap was a $2.4 million asset as a result of an increase in short term interest rates during the 2019. In the next twelve months, the Company estimates that $0.4 million will be reclassified from Other comprehensive income and recorded as an increase/decrease to Interest expense. Year Ended December 31, 2019 Gain recognized in Other comprehensive income on derivative financial instruments $ 2,424 Gain reclassified from Other comprehensive income to Interest expense $ 484 Total Interest expense in which the effects of cash flow hedges are recorded $ (9,255) Revolver Loans under the Revolver are available up to $60 million. The Revolver provides a sub facility whereby the Company may request letters of credit (the “Letters of Credit”) in an aggregate amount not to exceed, at any one time outstanding, $10.0 million for the Company. The aggregate amount of outstanding Letters of Credit are reserved against the credit availability under the Maximum Revolver Amount. The Company incurs a 0.50% per annum unused line fee on the unborrowed balance of the Revolver which is paid quarterly. Loans under the Revolver may be borrowed, repaid and reborrowed until August 6, 2024 (the “Maturity Date”), at which time all amounts borrowed under the Revolver must be repaid. As of December 31, 2019, the Company had no borrowings outstanding under the Revolver or related sub facility. Covenants The Credit Agreement contains customary affirmative and negative covenants. The negative covenants limit the ability of the Loan Parties to, among other things (in each case subject to customary exceptions for a credit facility of this size and type): • Incur additional indebtedness or guarantee indebtedness of others; • Create liens on their assets; • Make investments, including certain acquisitions; • Enter into mergers or consolidations; • Dispose of assets; • Pay dividends and make other distributions on the Company’s capital stock, and redeem and repurchase the Company’s capital stock; • Enter into transactions with affiliates; and • Prepay indebtedness or make changes to certain agreements. The Credit Agreement also contains a financial covenant that requires the Company to maintain a Total Leverage Ratio (the ratio of funded indebtedness as of such date less the amount of unrestricted cash and cash equivalents of the Company and its guarantors in an amount not to exceed $50.0 million, to adjusted EBITDA (calculated on a pro forma basis including giving effect to any acquisition)), measured on a quarter-end basis for each four consecutive fiscal quarters then ended, of not greater than 6.00 to 1.00. This financial covenant, however, is only in effect if, as of the last day of any fiscal quarter, beginning with the fiscal quarter ended December 31, 2019, the aggregate outstanding amount of all Loans and Letters of Credit under the Revolver facility at such time is equal to or greater than 35% of the aggregate outstanding revolving commitments as of the most recently ended fiscal quarter. The Credit Agreement contains customary events of default subject to customary cure periods for certain defaults that include, among others, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness, change in control, bankruptcy and insolvency defaults and material judgment defaults. The occurrence of an event of default could result in the acceleration of Term Loans and Revolver and a right by the agent and lenders to exercise remedies. At the election of the lenders, a default interest rate shall apply on all obligations during an event of default, at a rate per annum equal to 2.00% above the applicable interest rate. The Term Loan and Revolver are secured by substantially all of the Company's assets. As of December 31, 2019 the Company was in compliance with all covenants under the Credit Agreement. Cash interest costs averaged 6.0% and 6.6% for the twelve months ended December 31, 2019 and for the year ended December 31, 2018, respectively. In addition, the Company incurred $14.2 million of financing costs associated with the Credit Agreement in the year ended December 31, 2019. These financing costs will be amortized to non-cash interest expense over the term of the Credit Agreement. As a result of the paydown of our previous credit facility, the Company was required to write off debt issuance cost of $2.3 million as a loss on debt extinguishment related to the unamortized debt discount on our previous term loan. Debt Maturities Under the terms of the Credit Agreement, future debt maturities of long-term debt excluding debt discounts at December 31, 2019 are as follows, (in thousands): Year ending December 31: 2020 $ 5,400 2021 5,400 2022 5,400 2023 5,400 2024 5,400 Thereafter 511,650 $ 538,650 Less unamortized discount 13,576 $ 525,074

Net Loss Per Share

Net Loss Per Share	12 Months Ended
	Dec. 31, 2019
Earnings Per Share [Abstract]
Net Loss Per Share	8. Net Loss Per Share The following table sets for the computations of loss per share (in thousands, except share and per share amounts): December 31, 2019 2018 2017 Numerators: Net loss $ (45,371) $ (10,839) $ (18,725) Denominator: Weighted–average common shares outstanding, basic and diluted 23,099,549 19,985,528 18,411,247 Net loss per common share, basic and diluted $ (1.96) $ (0.54) $ (1.02) Due to the net losses incurred for the years ended December 31, 2019, 2018, and 2017, 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 excluded from the weighted-average shares used to calculate diluted net loss per common share: December 31, 2019 2018 2017 Stock options 329,698 408,899 549,907 Restricted stock awards 371,217 997,014 1,047,480 Restricted stock units 790,807 — — Total anti–dilutive common share equivalents 1,491,722 1,405,913 1,597,387 (1) During the year ended December 31, 2019 the Company granted restricted stock units under its 2014 Equity Incentive Plan for the first time in lieu of restricted stock awards. See Note 12. Stockholders' Equity in the notes to our consolidated financial statements for more information.

Leases

Leases	12 Months Ended
	Dec. 31, 2019
Leases [Abstract]
Leases	9. Leases Operating Leases The Company leases office space under operating leases that expire between 2020 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 Total office rent expense for the years ended December 31, 2019, 2018, and 2017 were approximately $2.9 million, $1.9 million, and $3.8 million, respectively. The $3.8 million office rent expense in 2017 includes approximately $2.3 million of transformation charges in conjunction with the closures of the Omtool & RightAnswers offices, the remainder represents $1.5 million in operating rent expense. The Company has entered into sublease agreements related to excess office space as a result of the Company's transformation activities connected to the Omtool and RightAnswers acquisitions. Both sublease agreements end in 2020. For the years ended December 31, 2019, 2018, and 2017 the Company recognized rental income related to these leases, as offsets to rental expense, of $0.5 million, $0.3 million and $0.3 million, respectively. Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $0.2 million related to these subleases as of December 31, 2019. The components of lease expense were as follows (in thousands): Year Ended December 31, Operating lease cost $ 2,915 Finance lease costs: Amortization of right-of-use assets 714 Interest on lease liabilities 67 Sublease income (454) Total lease costs $ 3,242 Other information about lease amounts recognized in our consolidated financial statements is summarized as follows: Year Ended December 31, Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 3,119 Operating cash flows form finance leases $ 75 Financing cash flows from finance leases $ 553 Right-of-use assets obtained in exchange for lease obligations (in thousands): Operating leases $ 5,770 Weighted average remaining lease term (in years): Operating leases 4.3 Finance leases 1.2 Weighted average discount rate Operating leases 6.0 % Finance leases 5.6 % Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating 2020 $ 85 $ 2,664 2021 10 2,111 2022 10 1,794 2023 6 1,700 2024 — 1,301 Thereafter — 203 Total minimum lease payments 111 9,773 Less amount representing interest (11) (1,378) Present value of lease liabilities $ 100 $ 8,395 Accrued expenses and other current liabilities $ 75 $ — Operating lease liabilities, current — 2,533 Operating lease liabilities, noncurrent — 5,862 Other long-term liabilities 25 — Total lease liabilities $ 100 $ 8,395
Leases	9. Leases Operating Leases The Company leases office space under operating leases that expire between 2020 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 Total office rent expense for the years ended December 31, 2019, 2018, and 2017 were approximately $2.9 million, $1.9 million, and $3.8 million, respectively. The $3.8 million office rent expense in 2017 includes approximately $2.3 million of transformation charges in conjunction with the closures of the Omtool & RightAnswers offices, the remainder represents $1.5 million in operating rent expense. The Company has entered into sublease agreements related to excess office space as a result of the Company's transformation activities connected to the Omtool and RightAnswers acquisitions. Both sublease agreements end in 2020. For the years ended December 31, 2019, 2018, and 2017 the Company recognized rental income related to these leases, as offsets to rental expense, of $0.5 million, $0.3 million and $0.3 million, respectively. Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $0.2 million related to these subleases as of December 31, 2019. The components of lease expense were as follows (in thousands): Year Ended December 31, Operating lease cost $ 2,915 Finance lease costs: Amortization of right-of-use assets 714 Interest on lease liabilities 67 Sublease income (454) Total lease costs $ 3,242 Other information about lease amounts recognized in our consolidated financial statements is summarized as follows: Year Ended December 31, Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 3,119 Operating cash flows form finance leases $ 75 Financing cash flows from finance leases $ 553 Right-of-use assets obtained in exchange for lease obligations (in thousands): Operating leases $ 5,770 Weighted average remaining lease term (in years): Operating leases 4.3 Finance leases 1.2 Weighted average discount rate Operating leases 6.0 % Finance leases 5.6 % Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating 2020 $ 85 $ 2,664 2021 10 2,111 2022 10 1,794 2023 6 1,700 2024 — 1,301 Thereafter — 203 Total minimum lease payments 111 9,773 Less amount representing interest (11) (1,378) Present value of lease liabilities $ 100 $ 8,395 Accrued expenses and other current liabilities $ 75 $ — Operating lease liabilities, current — 2,533 Operating lease liabilities, noncurrent — 5,862 Other long-term liabilities 25 — Total lease liabilities $ 100 $ 8,395

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	10. Commitments and Contingencies Purchase Commitments The Company has purchase commitments related to hosting services, third-party technology used in the Company's solutions and for other services the Company purchases as part of normal operations. In certain cases these arrangements require a minimum annual purchase commitment. As of December 31, 2019, the remaining aggregate minimum purchase commitment under these arrangements was approximately $6.7 million through 2024. In addition, the Company has an outstanding purchase commitment in 2020 for software development services from DevFactory FZ-LLC (“DevFactory”) pursuant to a technology services agreement in the amount of $7.3 million. On March 28, 2017, the Company and DevFactory executed an amendment to extend the initial term of the agreement to December 31, 2021. Additionally, the Company amended the option for either party to renew annually for one Future minimum payments for purchase commitments are as follows (in thousands): Purchase Commitments 2020 $ 9,387 2021 2,039 2022 985 2023 964 2024 693 Thereafter — Total minimum payments $ 14,068 Litigation In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. As of December 31, 2019, 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 effect on the consolidated financial position or results of operations of the Company.

Property and Equipment, Net

Property and Equipment, Net	12 Months Ended
	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	11. Property and Equipment, Net Property and equipment consisted of the following (in thousands) at: December 31, 2019 2018 Equipment $ 12,936 $ 10,703 Furniture and fixtures 633 434 Leasehold improvements 2,001 1,012 Accumulated depreciation (11,653) (9,322) Property and equipment, net $ 3,917 $ 2,827

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Stockholders' Equity	12. Stockholders' Equity Common and Preferred Stock Our certificate of incorporation authorizes shares of stock as follows: 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. The common and preferred stock have a par value of $0.0001 per share. No shares of preferred stock are issued or outstanding. Each share of common stock is entitled to one vote at all meetings of stockholders. The number of authorized shares of common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Company representing a majority of the votes represented by all outstanding shares of capital stock of the Company entitled to vote. The holders of common stock are also entitled to receive dividends, when, if and as declared by our board of directors, whenever funds are legally available therefore, subject to the priority rights of any outstanding preferred stock. • In March 2016, the Company issued 1,000,000 shares of common stock valued at approximately $5,700,000 in connection with the acquisition of HipCricket, Inc. • In July, 2016, the Company issued 318,302 shares of common stock valued at approximately $2,400,000 in connection with the acquisition of LeadLander, Inc. • In November, 2016, the Company issued 24,587 shares of common stock valued at approximately $200,000 in connection with the acquisition of Ultriva, Inc. • On May 12, 2017, the Company filed a registration statement on Form S-3 (File No. 333-217977) (the “S-3”), to register Upland securities in an aggregate amount of up to $75.0 million for offerings from time to time. The S-3 was amended on May 22, 2017 and declared effective on May 26, 2017. On June 6, 2017, the Company completed a registered underwritten public offering pursuant to the S-3. The net proceeds of the offering were approximately $42.7 million, net of issuance costs, in exchange for 2,139,534 shares of common stock. • On December 12, 2018, the Company filed a registration statement on Form S-3 (File No. 333-228767) (the “Form S-3”), to register Upland securities in an aggregate amount of up to $250.0 million for offerings from time to time. In connection with the filing of the Form S-3 the Company withdrew its previous registration statement filed on May 12, 2017. 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, were used for general business purposes, including the funding of acquisitions. Accumulated Comprehensive Income (Loss) Comprehensive income consists of two elements, net income and other comprehensive income (loss). Other comprehensive income (loss) items are recorded in the stockholders’ equity section of our consolidated balance sheets and excluded from net income. Our other comprehensive income (loss) consists of foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S. dollar, unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps. The following table shows the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section of our consolidated balance sheets at the dates indicated (in thousands): December 31, 2019 2018 Foreign currency translation adjustment $ (4,530) $ (6,165) Unrealized translation gain (loss) on foreign currency denominated intercompany loans 883 (1,336) Unrealized gain on interest rate swaps 2,424 — Total accumulated other comprehensive loss $ (1,223) $ (7,501) Income tax expense/benefit allocated to each component of other comprehensive income (loss) is not material. The functional currency of our foreign subsidiaries are the local currencies. Results of operations for foreign subsidiaries are translated in United States 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. The Company has foreign currency denominated intercompany loans that were used to fund the acquisitions of foreign subsidiaries. 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 years ended December 31, 2019, 2018, and 2017, a foreign currency translation adjustment gain of $2.2 million, loss of$1.3 million and gain of $0.0 million, respectively, was recognized as a component of accumulated other comprehensive income (loss) related to these long-term intercompany loans. Stock Compensation Plans The Company maintains two stock-based compensation plans, the 2010 Stock Option Plan (the “2010 Plan”) and the 2014 Stock Option Plan (the “2014 Plan”), which are described below. 2010 Plan At December 31, 2019, there were 94,853 options outstanding under the 2010 Plan. Following the effectiveness of the Company’s 2014 Plan in November 2014, no further awards have been made under the 2010 Plan, although each option previously granted under the 2010 Plan will remain outstanding subject to its terms. Any such shares of common stock that are subject to awards under the 2010 Plan which are forfeited or lapse unexercised and would otherwise have been returned to the share reserve under the 2010 Plan instead will be available for issuance under the 2014 Plan. 2014 Plan In November 2014, the Company adopted the 2014 Plan, providing for the granting of incentive stock options, as defined by the Internal Revenue Code, to employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to employees, directors and consultants. The 2014 Plan also provides for the automatic grant of option awards to our non-employee directors. As of December 31, 2019, there were 234,845 options outstanding under the 2014 Plan, and shares of common stock reserved for issuance under the 2014 Plan consist of 761,968 shares. In addition, the number of shares available for issuance under the 2014 Plan will be increased annually in an amount equal to the least of (i) 4% of the outstanding Shares on the last day of the immediately preceding Fiscal Year or (ii) such number of Shares determined by the Board. At December 31, 2019, there were 371,217 restricted stock shares and 790,807 restricted stock units outstanding under the 2014 Plan. Under both the 2010 Plan and 2014 Plan options granted to date generally vest over a four three ten three four Restricted Stock Awards A summary of the Company’s restricted stock activity under the 2010 and 2014 Plan is as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2018 997,014 $23.93 Awards granted — $— Awards vested (616,963) $21.26 Awards forfeited (8,834) $28.12 Unvested balances at December 31, 2019 371,217 $28.26 The total fair value of restricted stock awards vested during the years ended December 31, 2019, 2018, and 2017 was approximately $24.7 million, $26.2 million and $12.6 million , respectively. During 2019, 616,963 restricted stock awards vested with a weighted average grant date fair value of $21.26 per share. For restricted stock awards, grant date fair value is equal to the closing stock price on the day of the event. Restricted Stock Units During the twelve months ended December 31, 2019 the Company granted restricted stock units under its 2014 Stock Incentive Plan, in lieu of restricted stock awards, primarily for stock plan administrative purposes. Restricted stock unit activity during the twelve months ended December 31, 2019 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2018 — $ — Units granted 1,079,747 39.28 Units vested (274,690) 38.37 Awards forfeited (14,250) 41.73 Unvested balances at December 31, 2019 790,807 $ 39.55 The total fair value of restricted stock units vested during the years ended December 31, 2019, 2018, and 2017 was approximately $10.6 million, $0.0 million and $0.0 million , respectively. As of December 31, 2019, $37.7 million of unrecognized compensation cost related to unvested restricted stock awards and restricted stock units is expected to be recognized over a weighted-average period of 1.89 years. The vesting of restricted stock during the year ended December 31, 2019 resulted in an excess tax deduction of approximately $3.2 million. The expected tax benefit of approximately $0.9 million is included as part of the deferred tax asset associated with net operating loss carryforwards, currently fully offset by a valuation allowance. Stock Option Activity A summary of the Company’s stock option activity under all Plans is as follows: Number of Weighted– Weighted– Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2018 408,899 $ 8.08 Options granted — — Options exercised 78,336 6.08 Options forfeited 556 7.74 Options expired 309 1.49 Outstanding at December 31, 2019 329,698 $ 8.57 5.64 $ 8,948 Options vested and expected to vest at December 31, 2019 329,698 $ 8.57 5.64 $ 8,948 Options vested and exercisable at December 31, 2019 329,698 $ 8.57 5.64 $ 8,948 The aggregate intrinsic value of options exercised at December 31, 2019, 2018, and 2017, was approximately $2.8 million, $3.7 million and $3.5 million , respectively. The total fair value of options vested during the years ended December 31, 2019, 2018, and 2017 was approximately $0.0 million, $0.4 million and $1.0 million , respectively. As of December 31, 2019, $0 unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 0 years. The Company received approximately $0.5 million in cash from option exercises under the respective Plans in 2019. The Company issued shares from amounts reserved under the respective Plans upon the exercise of these stock options. The Company does not currently expect to repurchase shares from any source to satisfy such obligation under any of the Company’s stock option Plans. The exercise of stock options during the year ended December 31, 2019 resulted in an excess tax deduction of approximately $1.6 million. The expected tax benefit of approximately $0.4 million is included as part of the deferred tax asset associated with net operating loss carryforwards, currently fully offset by a valuation allowance. Share-based Compensation The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Year Ended December 31, 2019 2018 2017 Cost of revenue $ 1,000 $ 654 $ 436 Research and development 2,310 1,250 796 Sales and marketing 1,543 533 232 General and administrative 20,901 11,693 8,513 Total $ 25,754 $ 14,130 $ 9,977

Revenue Recognition

Revenue Recognition	12 Months Ended
	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Revenue Recognition	13. 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 1 to 3 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. Deferred revenues primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for maintenance and other services, as well as initial subscription fees. We recognize deferred revenues as revenues when the services are performed, and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Our payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products our services and customer types, we require payment before the products or services are delivered to the customer. Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, and deferred revenues. Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in unbilled receivables, which are expected to be billed during the succeeding twelve-month period and are recorded in 'Unbilled receivables' in our consolidated balance sheets. A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as 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 December 31, 2019 and 2018 unbilled receivables were $5.1 million and $3.7 million, respectively. Deferred Commissions Sales commissions earned by our sales force, and related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer. Deferred commissions and other costs for new customer contracts are capitalized upon contract signing and 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 in a pattern similar to how revenue is recognized. Commissions paid on renewal contracts are not commensurate with commissions paid on new customer contracts, as such, deferred commissions related to renewals are capitalized and amortized over the estimated contractual renewal term of 18 months. 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 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 as described in Note 2. No indicators of impairment were identified during the year ended December 31, 2019. The following table presents the activity impacting deferred commissions for the year ended December 31, 2019 (in thousands): December 31, 2019 Deferred commissions beginning balance $ 8,925 Deferred commissions divested (see Note 3. Acquisitions) (2,222) Capitalized deferred commissions 8,199 Amortization of deferred commissions (3,080) Deferred commissions ending balance $ 11,822 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 and support services. During the twelve months ended December 31, 2019, we recognized $51.7 million and $2.1 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period. In addition, during the twelve months ended December 31, 2019 we recognized $13.8 million in revenue that was included in the acquired deferred revenue balances of our 2019 acquisitions as disclosed in Note 3. Acquisitions. Remaining Performance Obligations As of December 31, 2019, approximately $221.5 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 66% 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): December 31, 2019 2018 2017 Revenues: Subscription and support: United States $ 140,882 $ 106,628 $ 72,355 United Kingdom 38,879 11,189 3,127 Canada 10,504 5,395 3,838 Other International 13,601 13,366 6,147 Total subscription and support revenue 203,866 136,578 85,467 Perpetual license: United States 5,395 2,378 2,099 United Kingdom 42 94 218 Canada 111 303 70 Other International 190 1,127 1,959 Total perpetual license revenue 5,738 3,902 4,346 Professional services: United States 9,250 7,321 5,388 United Kingdom 2,367 487 494 Canada 536 591 471 Other International 880 1,006 1,786 Total professional service revenue 13,033 9,405 8,139 Total revenue $ 222,637 $ 149,885 $ 97,952

Employee Benefit Plans

Employee Benefit Plans	12 Months Ended
	Dec. 31, 2019
Retirement Benefits [Abstract]
Employee Benefit Plans	14. Employee Benefit Plans The Company has established two voluntary defined contribution retirement plans qualifying under Section 401(k) of the Internal Revenue Code. The Company made no contributions to the 401(k) plans for the years ended December 31, 2019, 2018, and 2017.

Segment and Geographic Informat

Segment and Geographic Information	12 Months Ended
	Dec. 31, 2019
Segment Reporting [Abstract]
Segment and Geographic Information	15. Segment and Geographic Information ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. It defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer is considered to be our CODM. Our CODM manages the business as a multi-product business that utilizes its model to deliver software products to customers regardless of their geography or IT environment. Operating results are reviewed by the CODM primarily at the consolidated entity level, with the exception of recurring product level revenue, for purposes of making resource allocation decisions and for evaluating financial performance. Accordingly, we considered ourselves to be in a single operating and reporting segment structure. Revenue See Note 13 Revenue Recognition for a detail of revenue by geography. Identifiable Long-Lived Assets December 31, 2019 2018 2017 Identifiable long-lived assets: United States $ 2,520 $ 1,648 $ 2,768 United Kingdom 584 756 14 Canada 663 77 145 Other International 150 346 — Total identifiable long-lived assets $ 3,917 $ 2,827 $ 2,927

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions	16. Related Party Transactions We are a party to three agreements with companies controlled by a non-management investor in the Company: • On March 28, 2017, the Company and DevFactory executed an amendment to the agreement to extend the initial term to December 31, 2021. Additionally, the Company amended the option for either party to renew annually for one • The Company purchased services from Crossover, Inc. (“Crossover”), a company controlled by ESW Capital, LLC (a non-management investor) of approximately $3.5 million, $3.2 million, and $3.0 million during the years ended December 31, 2019, 2018, and 2017, 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 will continue to use their services in 2020. Invoicing is based on hourly contractor rates that management believes is in line with industry pricing. 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 years ended December 31, 2019, 2018, and 2017 totaled $60,000, $60,000, and $285,000, respectively, and are expected to be approximately $60,000 in 2020.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	17. Subsequent Events On February 6, 2020, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Char Software, Inc (dba Localytics), a Delaware corporation (“Localytics”), pursuant to an Agreement and Plan of Merger, by and among Upland, Localytics, Lando Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (“MergerSub”), and KallanderGroup, Inc. a Massachusetts corporation, in its capacity as representative of the Stockholders. The purchase price paid for Localytics was $67.7 million in cash at closing and a $345 thousand cash holdback payable in 12 months (subject to indemnification claims) not including contingent consideration with a maximum payout of $1.0 million.

Quarterly Results (Unaudited)

Quarterly Results (Unaudited)	12 Months Ended
	Dec. 31, 2019
Quarterly Financial Information Disclosure [Abstract]
Quarterly Results (Unaudited)	18. Quarterly Results (Unaudited) The following table sets forth our unaudited quarterly condensed consolidated statements of operations data for each of the last eight quarters through December 31, 2019. The data has been prepared on the same basis as the audited consolidated financial statements and related notes included elsewhere in this Annual Report, and you should read the following tables together with such financial statements. The quarterly results of operations include all normal recurring adjustments necessary for a fair presentation of this data. Results of interim periods are not necessarily indicative of results for the entire year and are not necessarily indicative of future results. 2019 Quarters 2018 Quarters First Second Third Fourth First Second Third Fourth (dollars in thousands, except per share data) Consolidated Statements of Operations Data: Revenue: Subscription and support $ 44,983 $ 48,715 $ 51,059 $ 59,109 $ 27,729 $ 33,154 $ 33,919 $ 41,776 Perpetual license 657 575 975 3,531 1,626 683 915 $ 678 Total product revenue 45,640 49,290 52,034 62,640 29,355 33,837 34,834 $ 42,454 Professional services 2,853 3,723 3,031 3,426 2,260 2,109 2,310 $ 2,726 Total revenue 48,493 53,013 55,065 66,066 31,615 35,946 37,144 $ 45,180 Cost of revenue: Subscription and support 13,274 14,622 14,678 18,891 9,249 9,580 10,566 $ 13,486 Professional services 1,514 1,961 1,995 2,182 1,396 1,269 1,517 $ 1,526 Total cost of revenue 14,788 16,583 16,673 21,073 10,645 10,849 12,083 $ 15,012 Gross profit 33,705 36,430 38,392 44,993 20,970 25,097 25,061 $ 30,168 Operating expenses: Sales and marketing 6,982 7,989 8,709 11,490 4,408 5,248 5,299 $ 5,980 Research and development 6,398 7,008 7,434 8,548 4,891 5,286 5,400 $ 5,743 Refundable tax credits (86) (85) (133) (47) (102) (203) (99) $ (2) General and administrative 9,994 12,042 12,196 13,845 7,000 8,464 8,011 $ 8,566 Depreciation and amortization 5,259 5,744 6,427 8,455 2,130 3,853 3,606 $ 4,683 Acquisition-related expenses 7,723 9,264 7,457 15,213 3,102 3,140 2,497 $ 9,989 Total operating expenses 36,270 41,962 42,090 57,504 21,429 25,788 24,714 $ 34,959 Loss from operations (2,565) (5,532) (3,698) (12,511) (459) (691) 347 $ (4,791) Other expense: Interest expense, net (5,116) (5,246) (5,517) (6,434) (2,494) (3,143) (3,118) $ (4,518) Loss on debt extinguishment — — (2,317) — — — — $ — Other expense, net (761) (692) (228) (1,559) 303 (524) (744) $ (816) Total other expense (5,877) (5,938) (8,062) (7,993) (2,191) (3,667) (3,862) $ (5,334) Loss before provision for income taxes (8,442) (11,470) (11,760) (20,504) (2,650) (4,358) (3,515) $ (10,125) Benefit from (provision for) income taxes (1) 612 6,101 (547) 639 (511) (872) (735) $ 11,927 Net income (loss) $ (7,830) $ (5,369) $ (12,307) $ (19,865) $ (3,161) $ (5,230) $ (4,250) $ 1,802 Net income (loss) per common share: Basic $ (0.38) $ (0.24) $ (0.50) $ (0.78) $ (0.16) $ (0.26) $ (0.21) $ 0.09 Diluted (2) $ (0.38) $ (0.24) $ (0.50) $ (0.78) $ (0.16) $ (0.26) $ (0.21) $ 0.09 (1) During the fourth quarter of 2018 we recorded income tax benefits primarily related to our acquisition of companies with deferred tax liabilities that we recorded at the time of acquisition. These deferred tax liabilities enabled us to recognize $10.1 million of our historic deferred tax assets that had previously been offset by our valuation allowance. This reduction in our valuation allowance was recorded as a tax benefit on our consolidated statement of operations. (2) For all quarters, with the exception of the quarter ended December 31, 2018, basic and diluted net loss per share and weighted average common shares outstanding were the same as any additional common stock equivalents would have been anti-dilutive due to the net losses incurred during these periods.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation.
Use of Estimates	Use of Estimates The preparation of the accompanying 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 those related to revenue recognition, deferred commissions, 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.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment within 30 to 60 days from the invoice date. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so. The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. The allowance is based upon the creditworthiness of the Company’s customers, the customers’ historical payment experience, the age of the receivables and current market conditions. Provisions for potentially uncollectible accounts are recorded in sales and marketing expenses. The Company writes off accounts receivable balances to the
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.
Property and Equipment	Property and Equipment Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term
Business Combinations	Business Combinations We apply the provisions of ASC 805, Business Combinations, in accounting for our acquisitions which requires the acquisition purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill. Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to acquisition related expenses in our consolidated statement of operations. Tangible assets are 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 are valued using the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology and trade names are valued using the relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset. The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions. Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in due to sellers in our consolidated balance sheets. Contingent consideration typically includes earnout payments payable within 12 to 18 months of the date of acquisition based on attainment of certain performance goals. Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted if necessary. Holdback and contingent consideration liabilities are recorded in due to sellers in our consolidated balance sheet. The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in due to sellers in the consolidated balance sheets. The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments. Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as acquisition related expenses or other income (expense) in our consolidated statements of operations based on management’s assessment of the nature of the liability.
Goodwill and Other Intangibles	Goodwill and Other Intangibles Goodwill is evaluated for impairment annually in October or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The events and circumstances considered by the Company include the business climate, legal factors, operating performance indicators and competition. The company adopted ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment during the first quarter of 2018 which eliminated step 2 from the goodwill impairment test. As we operate as one reporting unit, the impairment test is performed at the consolidated entity level by comparing the estimated fair value of the Company to the its carrying value. We have elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying value. Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its carrying value we would compare the carrying value of the Company's single reporting unit to its fair value and recognize any excess carrying value as an impairment loss. We further estimate the fair value of the reporting unit using a fair-value-based approach based on market capitalization to determine if it is more likely than not that the fair value of our reporting unit is less than its carrying amount. Determining the fair value of goodwill is subjective in nature and often involves the use of estimates and assumptions including, without limitation, use of estimates of future prices and volumes for our products, capital needs, economic trends and other factors which are inherently difficult to forecast. If actual results, or the plans and estimates used in future impairment analyses are lower than the original estimates used to assess the recoverability of these assets, we could incur impairment charges in a future period. The annual impairment test was performed as of October 31, 2019. No impairment of goodwill was identified during the years ended December 31, 2019, 2018, or 2017. Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the
Long-Lived Assets	Long-Lived AssetsLong-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value.
Software Development Costs	Software Development Costs Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed, and under ASC 350-40, Internal-Use Software. ASC 350-40 also requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. In accordance with ASC 350-40, (i) capitalized implementation costs must are classified in the same balance sheet line item as the amounts prepaid for the related hosting arrangement; (ii) amortization of capitalized implementation costs are presented in the same income statement line item as the service fees for the related hosting arrangement; and (iii) cash flows related to capitalized implementation costs are presented within the same category of cash flow activity as the cash flows for the related hosting arrangement (i.e. operating activity). As of December 31, 2019 and 2018, the net carrying value of capitalized implementation costs related to hosting arrangements that were incurred during the application development stage were $0.5 million and $0.1 million, respectively. These costs related primarily to the implementation of a new ERP system. These capitalized implementation costs will be amortized over the expected term of the arrangement and are amortized in the same line item in the consolidated statements of operations as the expense for fees for the associated hosting arrangement.
Refundable Tax Credits and Income Taxes	Refundable Tax Credits Refundable tax credits related to current expenses are accounted for as a reduction of the research and development costs. Such credits relate to the Company's operations in Canada, the United Kingdom, and Ireland and are not dependent upon taxable income. Credits are accrued in the year in which the research and development costs or the capital expenditures are incurred, provided the Company is reasonably certain that the credits will be received. The government credit must be examined and approved by the tax authorities, and it is possible that the amounts granted will differ from the amounts recorded. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries. The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions, which includes the accounting for interest and penalties.
Debt Issuance Costs	Debt Issuance CostsThe Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized deferred financing costs are recorded to interest expense.
Derivatives	Derivatives The Company has entered into a floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. These interest rate swaps effectively convert the entire balance of the Company's $540 million term loan (including subsequent incremental term loans as discussed in Note 7. Debt) from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the seven The change in the fair value of the hedging instruments is recorded in Other comprehensive income. Amounts deferred in Other comprehensive income will be reclassified to Interest expense in the accompanying Consolidated Statements of Operations in the period in which the hedged item affects earnings.
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.
Revenue Recognition, Cost of Revenue, Customer Acquisition Costs	Revenue Recognition On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers . Refer to Note 13 Revenue Recognition for a detailed discussion of accounting policies related to revenue recognition, including deferred revenue and deferred commissions. Cost of Revenue Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology, and hosting and infrastructure costs related to the delivery of the Company’s products and services. Customer Relationship Acquisition Costs
Advertising Costs	Advertising CostsAdvertising costs are expensed in the period incurred.
Lessee, Leases	Leases Effective January 2019, the Company adopted the provisions and expanded disclosure requirements described in Topic 842. The Company adopted the standard using the modified retrospective method. Accordingly, the results for the prior comparable periods were not adjusted to conform to the current period measurement or recognition of results. The Company determines if an arrangement is a lease at inception. This determination includes the review of contracts with third parties to identify the existence of potential embedded leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease ROU asset is reduced for tenant incentives and excludes any initial direct costs incurred. As the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease
Share-Based Compensation	Stock-Based Compensation We measure all share-based payments, including grants of options to purchase common stock and the issuance of restricted stock or restricted stock units to employees, service providers and board members, using the fair-value at grant date. We record forfeitures as they occur. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period. We value restricted stock and restricted stock units at the closing price of our common stock on the grant date. We value stock option awards using the Black-Scholes option-pricing model. For the years ended December 31, 2019, 2018, and 2017 stock-based compensation awards consisted primarily of restricted stock and restricted stock units. The following table summarizes the weighted-average grant-date fair value of options granted during 2018 and 2017, and the assumptions used to develop their fair values. No stock options were award during the year ended December 31, 2019.
Comprehensive Loss	Comprehensive LossThe Company utilizes the guidance in Accounting Standards Codification (ASC) Topic 220, Comprehensive Income, for the reporting and display of comprehensive loss and its components in the consolidated financial statements. Comprehensive loss consists of net loss, foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S. dollar, unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps.
Foreign Currency Transactions	Foreign Currency TransactionsThe functional currency of our foreign subsidiaries are the local currencies. Results of operations for foreign subsidiaries are translated in United States 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. Foreign currency transaction gains and losses are included in other income (expense) in our statements of operations.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, to eliminate, add and modify certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The guidance is effective for annual and interim periods beginning after December 15, 2019, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Company is currently evaluating how to apply the new guidance. The adoption of ASU 2018-13 is not expected to have a material impact on the Company’s consolidated 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. Based on the Company’s evaluation, the adoption of ASU 2016-13 is not expected to have a material impact on the Company’s consolidated financial statements, specifically the amounts we report as accounts receivable in future periods under this guidance relative to current guidance. Recently adopted accounting pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard will become effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We early adopted ASU 2019-12 during the quarter ended December 31, 2019. The adoption of ASU 2019-12 resulted in no material impact to the Company's financial statements. 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, the Company would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective approach and the optional transition method. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company 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 December 31, 2019, total right-of-use assets related to our operating leases was $8.1 million and current and non-current operating lease liabilities were approximately $2.5 million and $5.9 million, respectively.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Schedules of changes in the allowance for doubtful accounts	The following table presents the changes in the allowance for doubtful accounts (in thousands): Year Ended December 31, 2019 2018 2017 Balance at beginning of year $ 1,405 $ 1,069 $ 658 Provision 1,720 875 1,069 Writeoffs, net of recoveries (1,887) (539) (658) Balance at end of year $ 1,238 $ 1,405 $ 1,069
Schedule of estimated useful lives of property and equipment	The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Property and equipment consisted of the following (in thousands) at: December 31, 2019 2018 Equipment $ 12,936 $ 10,703 Furniture and fixtures 633 434 Leasehold improvements 2,001 1,012 Accumulated depreciation (11,653) (9,322) Property and equipment, net $ 3,917 $ 2,827
Schedule of weighted-average grant-date fair value assumptions	Year Ended December 31, 2018 2017 Weighted average grant-date fair value of options $11.42 $7.47 Expected volatility 33.4% 35.0% Risk-free interest rate 2.8% 1.1% - 2.0% Expected life in years 5.00 5.00 Dividend yield — —

Acquisitions (Tables)

Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2019
Business Combinations [Abstract]
Schedule of Business Acquisitions, by Acquisition	The following table summarizes the consideration transferred for the acquisitions described above (in thousands): 2019 Acquisitions 2018 Acquisitions 2017 Acquisitions Altify InGenius Cimpl Kapost Postup Adestra Rant & Rave RO Innovation Interfax Qvidian Waterfall RightAnswers Omtool Cash $ 84,000 $ 26,428 $ 23,071 $ 45,000 $ 34,825 $ 55,242 $ 58,470 $ 12,469 $ 35,000 $ 50,000 $ 24,400 $ 17,400 $ 22,214 Holdback (1) — 3,000 2,600 5,000 175 4,432 6,500 1,781 5,000 — 1,506 2,491 — Contingent consideration (2) — 4,865 — — — — — — — — 1,226 4,000 — Working capital adjustment — — — (601) — 197 (211) (87) — — — — — Total consideration $ 84,000 $ 34,293 $ 25,671 $ 49,399 $ 35,000 $ 59,871 $ 64,759 $ 14,163 $ 40,000 $ 50,000 $ 27,132 $ 23,891 $ 22,214 (1) Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for InGenius, Cimpl, Kapost, Postup, Adestra, Rant & Rave, RO Innovation and RightAnswers and 18 months from closing for Interfax and Waterfall. (2) Contingent consideration consists of the fair value of anticipated earn-out payments which are based on the estimated probability of attainment of the underlying future performance-based conditions at the time of acquisition. Contingent consideration for InGenius was calculated based on management’s estimate of future earn-out payments at the date of acquisition. The maximum potential payout for the InGenius earn-out is $15.0 million. For the year ended December 31, 2018, contingent consideration included 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. In addition to the contingent consideration detailed in the table above, during the year ended December 31, 2018 the Company incurred contingent consideration related to an asset acquisition from a former reseller of Interfax in connection with our acquisition of Interfax as discussed under “Other Acquisitions” below. Refer to Note 4 for further discussion regarding the calculation of fair value of acquisition related earn-outs and subsequent payouts.
Pro Forma Statements	The table below shows the Pro forma statements of operations data for the respective years ending December 31 (in thousands): 2018 2017 Revenue $ 167,450 $ 118,696 Net loss (1) $ (14,086) $ (24,867) (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 year ended December 31, 2018 includes nonrecurring adjustment removing acquisition costs from 2018 and reflects these costs in the year ended 2017, the year the acquisition was assumed to be completed for pro forma purposes. The pro forma statements of operations data for years ended December 31, 2017 and December 31, 2016, shown in table below, give effect to the Qvidian acquisition, described above, as if it had occurred at January 1, 2016. These amounts have been calculated after applying our accounting policies and adjusting the results of Qvidian to reflect: the costs of debt financing incurred to acquire Qvidian, the additional intangible amortization and the adjustments to acquired deferred revenue that would have been occurred assuming the fair value adjustments had been applied and incurred since January 1, 2016. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations. The table below shows the Pro forma statements of operations data for the respective years ending December 31 (in thousands): 2017 Revenue $ 115,707 Net loss (1) $ (13,679) (1) While some recurring adjustments impact the pro forma figures presented, the decrease in pro forma net loss compared to our net loss on the consolidated statements of operations for the year ended December 31, 2017 includes nonrecurring adjustment removing acquisition costs from 2017 and reflects these costs in the year ended 2016, the year the acquisition was assumed to be completed for pro forma purposes.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following condensed table presents the preliminary and finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions closed in 2018 and 2019 (in thousands): Preliminary Final Altify InGenius Cimpl Kapost Postup Adestra Rant & Rave RO Innovation Interfax Year Acquired 2019 2019 2019 2019 2019 2018 2018 2018 2018 Cash $ 730 $ 11 $ 137 $ — $ 19 $ 145 $ 696 $ 197 $ 1,396 Accounts receivable 6,629 1,456 1,041 3,901 1,054 2,724 3,468 1,563 1,587 Other current assets 889 317 279 1,066 1,373 1,395 3,836 1,299 1,341 Tax credits receivable 916 1,515 1,458 — — — — — — Operating lease right-of-use asset 1,085 1,099 230 2,136 — — — — — Property and equipment 139 364 233 686 743 796 131 15 286 Customer relationships 50,954 11,208 12,430 23,735 10,667 27,542 29,981 6,688 22,577 Trade name 1,112 424 216 787 468 709 1,099 111 649 Technology 7,648 4,576 3,240 5,756 2,943 6,001 6,565 1,670 5,236 Noncompetes — — — — — — 1,148 — Goodwill 35,389 24,227 12,873 20,953 21,973 29,442 32,589 7,568 13,862 Other assets 378 — 6 — — — — — 14 Total assets acquired 105,869 45,197 32,143 59,020 39,240 68,754 78,365 20,259 46,948 Accounts payable (1,499) (128) (304) (50) (447) (543) (1,577) (229) (737) Accrued expense and other (4,421) (2,919) (1,224) (3,724) (530) (1,524) (6,114) (1,921) (2,847) Deferred tax liabilities (8,042) (4,897) (4,595) (1,954) (3,248) (5,104) (3,896) (2,129) (3,364) Deferred revenue (7,907) (2,960) (349) (3,893) (15) (1,712) (2,019) (1,817) — Total liabilities assumed (21,869) (10,904) (6,472) (9,621) (4,240) (8,883) (13,606) (6,096) (6,948) Total consideration $ 84,000 $ 34,293 $ 25,671 $ 49,399 $ 35,000 $ 59,871 $ 64,759 $ 14,163 $ 40,000
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination	The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the years ended December 31, 2019 and 2018 (in years): Useful Life December 31, 2019 December 31, 2018 Customer relationships 9.8 9.8 Trade name 9.2 8.0 Developed technology 7.9 6.7 Noncompete agreements 0.0 3.0 Total weighted-average useful life 9.5 9.1

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	Liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Interest rate swap asset $ — $ 2,424 $ — $ 2,424 Liabilities: Earnout consideration liability $ — $ — $ 4,394 $ 4,394 Fair Value Measurements at December 31, 2018 Level 1 Level 2 Level 3 Total Liabilities: Earnout consideration liability $ — $ — $ 1,396 $ 1,396
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation	The following table presents additional information about earnout consideration liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value: December 31, 2019 2018 Beginning balance $ 1,396 $ 3,576 Remeasurement adjustments: Loss included in earnings 241 1,627 Acquisitions and settlements: Acquisitions 4,865 321 Settlements (1) (2,108) (4,128) Ending balance $ 4,394 $ 1,396 (1) For the year ended December 31, 2019 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 3. Acquisitions. For the year ended December 31, 218 includes a $2.0 million earnout paid in February 2018 for RightAnswers and a $2.2 million earnout paid in November 2018 for Waterfall.
Fair Value Measurement Inputs and Valuation Techniques	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, 2019 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: $ 4,394 Binary option model Expected future annual revenue streams and probability of achievement Fair Value at December 31, 2018 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: $ 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)	12 Months Ended
	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in the Company’s goodwill balance for each of the two years in the period ended December 31, 2019 are summarized in the table below (in thousands): Balance at December 31, 2017 $ 154,607 Acquired in business combinations 70,139 Adjustment related to prior year business combinations (7,051) Adjustment related to finalization of business combinations 8,685 Foreign currency translation adjustment (1,058) Balance at December 31, 2018 $ 225,322 Acquired in business combinations 117,610 Adjustment related to prior year business combinations (1) 3,123 Adjustment related to finalization of current year business combinations (2,195) Foreign currency translation adjustment 2,274 Balance at December 31, 2019 $ 346,134 (1) Primarily related to changes in the ASC 805 valuation of intangible assets in the prior year business combination of Adestra.
Schedule of Finite-Lived Intangible Assets	The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying December 31, 2019 Customer relationships 1-10 $ 283,005 $ 53,984 $ 229,021 Trade name 1.5-10 8,827 3,884 4,943 Developed technology 4-9 71,522 23,333 48,189 Non-Compete Agreements 3 $ 1,148 $ 574 $ 574 Total intangible assets $ 364,502 $ 81,775 $ 282,727 Estimated Useful Gross Accumulated Net Carrying 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
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: 2020 39,805 2021 37,999 2022 35,567 2023 33,850 2024 31,138 Thereafter 104,368 Total $ 282,727

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of continuing operations before income taxes	The Company's loss from continuing operations before income taxes for the years ended December 31, was as follows (in thousands): 2019 2018 2017 Loss before provision for income taxes: United States $ (41,237) $ (23,350) $ (22,748) Foreign (10,939) 2,702 5,319 $ (52,176) $ (20,648) $ (17,429)
Schedule of components of income tax (benefit)	The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands): 2019 2018 2017 Current Federal $ (10) $ 177 $ — State 395 253 177 Foreign 1,989 2,328 1,381 Total Current $ 2,374 $ 2,758 $ 1,558 Deferred Federal $ (5,139) $ (9,866) $ (168) State (103) (1,584) 128 Foreign (3,937) (1,117) (222) Total Deferred (9,179) (12,567) (262) (Benefit from) provision for income taxes $ (6,805) $ (9,809) $ 1,296
Schedule of deferred tax components	Significant components of the Company’s deferred taxes as of December 31 are as follows (in thousands): 2019 2018 2017 Deferred tax assets: Accrued expenses and allowances $ 2,616 $ 1,871 $ 1,715 Deferred revenue 28 4 — Stock compensation 1,157 743 901 Net operating loss and tax credit carryforwards 45,716 33,579 26,810 Disallowed interest expense carryforwards 6,692 2,888 — Capital expenses 192 205 294 Tax credit carryforwards 991 — — Lease liability 2,177 — — Other 696 723 129 Valuation allowance for noncurrent deferred tax assets (21,179) (15,507) (15,730) Net deferred tax assets $ 39,086 $ 24,506 $ 14,119 Deferred tax liabilities: Deferred revenue — — (401) Prepaid expenses (210) (61) (58) Intangible assets (53,737) (33,518) (15,298) Goodwill (5,187) (2,012) (1,214) Tax credit carryforwards — (302) (410) Right of use asset (2,135) — — Unrealized gains (1,184) — — Deferred commissions (2,318) (1,924) — Net deferred tax liabilities $ (64,771) $ (35,893) $ (17,381) Net deferred taxes $ (25,685) $ (11,387) $ (3,262)
Schedule of effective income tax rate reconciliation	The Company’s provision for income taxes differs from the expected tax expense (benefit) amount computed by applying the statutory federal income tax rate to income before taxes due to the following: 2019 2018 2017 Federal statutory rate 21.0 % 21.0 % 34.0 % State taxes, net of federal benefit 2.7 % 4.6 % 4.7 % Tax credits 1.4 % 0.4 % 1.0 % Effect of foreign operations (1.0) % (2.1) % 2.1 % Stock compensation 4.1 % 12.3 % 7.9 % Disallowed excess executive compensation (2.1) % — % — % Permanent items and other (2.3) % (6.6) % (0.5) % Effect of Tax Act — % — % (43.7) % Change in valuation allowance (10.8) % 17.9 % (12.9) % 13.0 % 47.5 % (7.4) %
Schedule of unrecognized tax benefits	To the extent the Company is required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability, (in thousands). Balance at December 31, 2017 $ 480 Additional based on tax positions related to the current year — Additions for tax positions of prior years 1,526 Reductions for tax positions of prior years — Settlements — Balance at December 31, 2018 $ 2,006 Additional based on tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years (1,317) Settlements — Balance at December 31, 2019 $ 689

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	Long-term debt consisted of the following at December 31, 2019 and December 31, 2018 (in thousands): December 31, 2019 2018 Senior secured loans (includes unamortized discount of $13,576 and $3,490 based on an imputed interest rate of 5.8% and 6.8%, at December 31, 2019 and December 31, 2018, respectively) $ 525,074 $ 279,728 Less current maturities (3,193) (6,015) Total long-term debt $ 521,881 $ 273,713
Schedule of Debt, Interest Rate Swap	Year Ended December 31, 2019 Gain recognized in Other comprehensive income on derivative financial instruments $ 2,424 Gain reclassified from Other comprehensive income to Interest expense $ 484 Total Interest expense in which the effects of cash flow hedges are recorded $ (9,255)
Schedule of Maturities of Long-term Debt	Under the terms of the Credit Agreement, future debt maturities of long-term debt excluding debt discounts at December 31, 2019 are as follows, (in thousands): Year ending December 31: 2020 $ 5,400 2021 5,400 2022 5,400 2023 5,400 2024 5,400 Thereafter 511,650 $ 538,650 Less unamortized discount 13,576 $ 525,074

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2019
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following table sets for the computations of loss per share (in thousands, except share and per share amounts): December 31, 2019 2018 2017 Numerators: Net loss $ (45,371) $ (10,839) $ (18,725) Denominator: Weighted–average common shares outstanding, basic and diluted 23,099,549 19,985,528 18,411,247 Net loss per common share, basic and diluted $ (1.96) $ (0.54) $ (1.02)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following table sets forth the anti-dilutive common share equivalents excluded from the weighted-average shares used to calculate diluted net loss per common share: December 31, 2019 2018 2017 Stock options 329,698 408,899 549,907 Restricted stock awards 371,217 997,014 1,047,480 Restricted stock units 790,807 — — Total anti–dilutive common share equivalents 1,491,722 1,405,913 1,597,387 (1) During the year ended December 31, 2019 the Company granted restricted stock units under its 2014 Equity Incentive Plan for the first time in lieu of restricted stock awards. See Note 12. Stockholders' Equity in the notes to our consolidated financial statements for more information.

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2019
Leases [Abstract]
Lease, Cost	The components of lease expense were as follows (in thousands): Year Ended December 31, Operating lease cost $ 2,915 Finance lease costs: Amortization of right-of-use assets 714 Interest on lease liabilities 67 Sublease income (454) Total lease costs $ 3,242 Other information about lease amounts recognized in our consolidated financial statements is summarized as follows: Year Ended December 31, Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 3,119 Operating cash flows form finance leases $ 75 Financing cash flows from finance leases $ 553 Right-of-use assets obtained in exchange for lease obligations (in thousands): Operating leases $ 5,770 Weighted average remaining lease term (in years): Operating leases 4.3 Finance leases 1.2 Weighted average discount rate Operating leases 6.0 % Finance leases 5.6 %
Lessee, Operating Lease, Liability, Maturity	Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating 2020 $ 85 $ 2,664 2021 10 2,111 2022 10 1,794 2023 6 1,700 2024 — 1,301 Thereafter — 203 Total minimum lease payments 111 9,773 Less amount representing interest (11) (1,378) Present value of lease liabilities $ 100 $ 8,395 Accrued expenses and other current liabilities $ 75 $ — Operating lease liabilities, current — 2,533 Operating lease liabilities, noncurrent — 5,862 Other long-term liabilities 25 — Total lease liabilities $ 100 $ 8,395
Finance Lease, Liability, Maturity	Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating 2020 $ 85 $ 2,664 2021 10 2,111 2022 10 1,794 2023 6 1,700 2024 — 1,301 Thereafter — 203 Total minimum lease payments 111 9,773 Less amount representing interest (11) (1,378) Present value of lease liabilities $ 100 $ 8,395 Accrued expenses and other current liabilities $ 75 $ — Operating lease liabilities, current — 2,533 Operating lease liabilities, noncurrent — 5,862 Other long-term liabilities 25 — Total lease liabilities $ 100 $ 8,395

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum lease payments under operating and capital lease obligations	Future minimum payments for purchase commitments are as follows (in thousands): Purchase Commitments 2020 $ 9,387 2021 2,039 2022 985 2023 964 2024 693 Thereafter — Total minimum payments $ 14,068 Litigation

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Property and equipment consisted of the following (in thousands) at: December 31, 2019 2018 Equipment $ 12,936 $ 10,703 Furniture and fixtures 633 434 Leasehold improvements 2,001 1,012 Accumulated depreciation (11,653) (9,322) Property and equipment, net $ 3,917 $ 2,827

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Schedule of Accumulated Other Comprehensive Loss	The following table shows the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section of our consolidated balance sheets at the dates indicated (in thousands): December 31, 2019 2018 Foreign currency translation adjustment $ (4,530) $ (6,165) Unrealized translation gain (loss) on foreign currency denominated intercompany loans 883 (1,336) Unrealized gain on interest rate swaps 2,424 — Total accumulated other comprehensive loss $ (1,223) $ (7,501)
Schedule of restricted stock activity	A summary of the Company’s restricted stock activity under the 2010 and 2014 Plan is as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2018 997,014 $23.93 Awards granted — $— Awards vested (616,963) $21.26 Awards forfeited (8,834) $28.12 Unvested balances at December 31, 2019 371,217 $28.26
Schedule of allocated share-based compensation expense	The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Year Ended December 31, 2019 2018 2017 Cost of revenue $ 1,000 $ 654 $ 436 Research and development 2,310 1,250 796 Sales and marketing 1,543 533 232 General and administrative 20,901 11,693 8,513 Total $ 25,754 $ 14,130 $ 9,977
Schedule of stock option activity	A summary of the Company’s stock option activity under all Plans is as follows: Number of Weighted– Weighted– Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2018 408,899 $ 8.08 Options granted — — Options exercised 78,336 6.08 Options forfeited 556 7.74 Options expired 309 1.49 Outstanding at December 31, 2019 329,698 $ 8.57 5.64 $ 8,948 Options vested and expected to vest at December 31, 2019 329,698 $ 8.57 5.64 $ 8,948 Options vested and exercisable at December 31, 2019 329,698 $ 8.57 5.64 $ 8,948
Share-based Payment Arrangement, Restricted Stock Unit, Activity	Restricted stock unit activity during the twelve months ended December 31, 2019 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2018 — $ — Units granted 1,079,747 39.28 Units vested (274,690) 38.37 Awards forfeited (14,250) 41.73 Unvested balances at December 31, 2019 790,807 $ 39.55

Revenue Recognition (Tables)

Revenue Recognition (Tables)	12 Months Ended
	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Activity Impacting Deferred Commissions	The following table presents the activity impacting deferred commissions for the year ended December 31, 2019 (in thousands): December 31, 2019 Deferred commissions beginning balance $ 8,925 Deferred commissions divested (see Note 3. Acquisitions) (2,222) Capitalized deferred commissions 8,199 Amortization of deferred commissions (3,080) Deferred commissions ending balance $ 11,822
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): December 31, 2019 2018 2017 Revenues: Subscription and support: United States $ 140,882 $ 106,628 $ 72,355 United Kingdom 38,879 11,189 3,127 Canada 10,504 5,395 3,838 Other International 13,601 13,366 6,147 Total subscription and support revenue 203,866 136,578 85,467 Perpetual license: United States 5,395 2,378 2,099 United Kingdom 42 94 218 Canada 111 303 70 Other International 190 1,127 1,959 Total perpetual license revenue 5,738 3,902 4,346 Professional services: United States 9,250 7,321 5,388 United Kingdom 2,367 487 494 Canada 536 591 471 Other International 880 1,006 1,786 Total professional service revenue 13,033 9,405 8,139 Total revenue $ 222,637 $ 149,885 $ 97,952

Segment and Geographic Inform_2

Segment and Geographic Information (Tables)	12 Months Ended
	Dec. 31, 2019
Segment Reporting [Abstract]
Schedule of revenues and long lived assets by geographical area	December 31, 2019 2018 2017 Identifiable long-lived assets: United States $ 2,520 $ 1,648 $ 2,768 United Kingdom 584 756 14 Canada 663 77 145 Other International 150 346 — Total identifiable long-lived assets $ 3,917 $ 2,827 $ 2,927

Quarterly Results (Unaudited) (

Quarterly Results (Unaudited) (Tables)	12 Months Ended
	Dec. 31, 2019
Quarterly Financial Information Disclosure [Abstract]
Schedule of Quarterly Results	2019 Quarters 2018 Quarters First Second Third Fourth First Second Third Fourth (dollars in thousands, except per share data) Consolidated Statements of Operations Data: Revenue: Subscription and support $ 44,983 $ 48,715 $ 51,059 $ 59,109 $ 27,729 $ 33,154 $ 33,919 $ 41,776 Perpetual license 657 575 975 3,531 1,626 683 915 $ 678 Total product revenue 45,640 49,290 52,034 62,640 29,355 33,837 34,834 $ 42,454 Professional services 2,853 3,723 3,031 3,426 2,260 2,109 2,310 $ 2,726 Total revenue 48,493 53,013 55,065 66,066 31,615 35,946 37,144 $ 45,180 Cost of revenue: Subscription and support 13,274 14,622 14,678 18,891 9,249 9,580 10,566 $ 13,486 Professional services 1,514 1,961 1,995 2,182 1,396 1,269 1,517 $ 1,526 Total cost of revenue 14,788 16,583 16,673 21,073 10,645 10,849 12,083 $ 15,012 Gross profit 33,705 36,430 38,392 44,993 20,970 25,097 25,061 $ 30,168 Operating expenses: Sales and marketing 6,982 7,989 8,709 11,490 4,408 5,248 5,299 $ 5,980 Research and development 6,398 7,008 7,434 8,548 4,891 5,286 5,400 $ 5,743 Refundable tax credits (86) (85) (133) (47) (102) (203) (99) $ (2) General and administrative 9,994 12,042 12,196 13,845 7,000 8,464 8,011 $ 8,566 Depreciation and amortization 5,259 5,744 6,427 8,455 2,130 3,853 3,606 $ 4,683 Acquisition-related expenses 7,723 9,264 7,457 15,213 3,102 3,140 2,497 $ 9,989 Total operating expenses 36,270 41,962 42,090 57,504 21,429 25,788 24,714 $ 34,959 Loss from operations (2,565) (5,532) (3,698) (12,511) (459) (691) 347 $ (4,791) Other expense: Interest expense, net (5,116) (5,246) (5,517) (6,434) (2,494) (3,143) (3,118) $ (4,518) Loss on debt extinguishment — — (2,317) — — — — $ — Other expense, net (761) (692) (228) (1,559) 303 (524) (744) $ (816) Total other expense (5,877) (5,938) (8,062) (7,993) (2,191) (3,667) (3,862) $ (5,334) Loss before provision for income taxes (8,442) (11,470) (11,760) (20,504) (2,650) (4,358) (3,515) $ (10,125) Benefit from (provision for) income taxes (1) 612 6,101 (547) 639 (511) (872) (735) $ 11,927 Net income (loss) $ (7,830) $ (5,369) $ (12,307) $ (19,865) $ (3,161) $ (5,230) $ (4,250) $ 1,802 Net income (loss) per common share: Basic $ (0.38) $ (0.24) $ (0.50) $ (0.78) $ (0.16) $ (0.26) $ (0.21) $ 0.09 Diluted (2) $ (0.38) $ (0.24) $ (0.50) $ (0.78) $ (0.16) $ (0.26) $ (0.21) $ 0.09 (1) During the fourth quarter of 2018 we recorded income tax benefits primarily related to our acquisition of companies with deferred tax liabilities that we recorded at the time of acquisition. These deferred tax liabilities enabled us to recognize $10.1 million of our historic deferred tax assets that had previously been offset by our valuation allowance. This reduction in our valuation allowance was recorded as a tax benefit on our consolidated statement of operations. (2) For all quarters, with the exception of the quarter ended December 31, 2018, basic and diluted net loss per share and weighted average common shares outstanding were the same as any additional common stock equivalents would have been anti-dilutive due to the net losses incurred during these periods.

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of year	$ 1,405	$ 1,069	$ 658
Provision	1,720	875	1,069
Writeoffs, net of recoveries	(1,887)	(539)	(658)
Balance at end of year	$ 1,238	$ 1,405	$ 1,069

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details)	3 Months Ended	12 Months Ended
	Dec. 31, 2019USD ($)	Dec. 31, 2019USD ($)reporting_unit	Dec. 31, 2018USD ($)	Dec. 31, 2017USD ($)	Nov. 26, 2019USD ($)	Aug. 06, 2019USD ($)
Property, Plant and Equipment [Abstract]
Number of reportable units | reporting_unit		1
Impairment of goodwill		$ 0	$ 0	$ 0
Impairment of intangible asset		0	0	0
Write off of deferred financing costs		2,300,000	0	0
Unrealized gain on interest rate swap	$ 2,424,000	2,424,000	0	0
Advertising expenses		132,000	79,000	33,000
Tax liability accrued in anticipation of future dividends from foreign subsidiaries	0	0
Foreign currency transaction losses		466,000		$ 178,000
Foreign currency transaction gains			293,000
Operating lease right-of-use asset	8,056,000	8,056,000
Operating lease liabilities, current	2,533,000	2,533,000	0
Operating lease liabilities, noncurrent	5,862,000	5,862,000	0
Capitalized Computer Software, Gross	500,000	500,000	100,000
Credit Facility | Secured Debt
Property, Plant and Equipment [Abstract]
Note face amount	$ 540,000,000	$ 540,000,000			$ 190,000,000	$ 350,000,000
Stated interest rate (as percent)	5.40%	5.40%				5.40%
Debt instrument, term		7 years
Minimum
Property, Plant and Equipment [Abstract]
Cash holdback, payment period (in months)		12 months
Earnout payment, payment period (in months)		12 months
Maximum
Property, Plant and Equipment [Abstract]
Cash holdback, payment period (in months)		18 months
Earnout payment, payment period (in months)		18 months
Computer Equipment | Minimum
Property, Plant and Equipment [Abstract]
Estimated useful life (in years)		3 years
Computer Equipment | Maximum
Property, Plant and Equipment [Abstract]
Estimated useful life (in years)		5 years
Purchased Software and Licenses | Minimum
Property, Plant and Equipment [Abstract]
Estimated useful life (in years)		3 years
Purchased Software and Licenses | Maximum
Property, Plant and Equipment [Abstract]
Estimated useful life (in years)		5 years
Furniture and Fixtures
Property, Plant and Equipment [Abstract]
Estimated useful life (in years)		7 years
Accumulated Other Comprehensive Loss
Property, Plant and Equipment [Abstract]
Foreign currency translation adjustment		$ 2,200,000	$ (1,400,000)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Fair Value Assumptions) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Weighted average grant-date fair value of options (in dollars per share)	$ 11.42	$ 7.47
Expected volatility (percent)	33.40%	35.00%
Risk-free interest rate (percent)	2.80%
Expected life in years (in years)	5 years	5 years
Dividend yield (percent)	$ 0	$ 0
Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate (percent)		1.10%
Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate (percent)		2.00%

Acquisitions - 2019 Acquisition

Acquisitions - 2019 Acquisitions (Details) - USD ($) $ in Millions	3 Months Ended		4 Months Ended	7 Months Ended	8 Months Ended
	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2019
Postup Holdings
Business Acquisition [Line Items]
Revenue since date of acquisition					$ 8.2
Kapost
Business Acquisition [Line Items]
Revenue since date of acquisition				$ 7.6
Cimpl, Inc.
Business Acquisition [Line Items]
Revenue since date of acquisition			$ 2.8
InGenius Software Inc.
Business Acquisition [Line Items]
Revenue since date of acquisition		$ 1.8
Altify Ireland Limited
Business Acquisition [Line Items]
Revenue since date of acquisition	$ 4.1

Acquisitions - Consideration (D

Acquisitions - Consideration (Details) - USD ($) $ in Thousands

Oct. 04, 2019

Oct. 01, 2019

Aug. 21, 2019

May 24, 2019

Apr. 18, 2019

Dec. 12, 2018

Oct. 03, 2018

Jun. 27, 2018

Mar. 21, 2018

Nov. 16, 2017

Jul. 12, 2017

Apr. 21, 2017

Jan. 10, 2017

Dec. 31, 2019

Altify Ireland Limited

Business Acquisition [Line Items]

Cash

$ 84,000

Holdback

0

Contingent consideration

0

Working capital adjustment

0

Total consideration

$ 84,000

InGenius Software Inc.

Business Acquisition [Line Items]

Cash

$ 26,428

Holdback

3,000

Contingent consideration

4,865

Working capital adjustment

0

Total consideration

$ 34,293

Cash holdback, payment period (in months)

12 months

Business combination, maximum earnout payments

$ 15,000

Cimpl, Inc.

Business Acquisition [Line Items]

Cash

$ 23,071

Holdback

2,600

Contingent consideration

0

Working capital adjustment

0

Total consideration

$ 25,671

Cash holdback, payment period (in months)

12 months

Kapost

Business Acquisition [Line Items]

Cash

$ 45,000

Holdback

5,000

Contingent consideration

0

Working capital adjustment

(601)

Total consideration

$ 49,399

Cash holdback, payment period (in months)

12 months

Postup Holdings

Business Acquisition [Line Items]

Cash

$ 34,825

Holdback

175

Contingent consideration

0

Working capital adjustment

0

Total consideration

$ 35,000

Cash holdback, payment period (in months)

12 months

Adestra Ltd.

Business Acquisition [Line Items]

Cash

$ 55,242

Holdback

4,432

Contingent consideration

0

Working capital adjustment

197

Total consideration

$ 59,871

Cash holdback, payment period (in months)

12 months

Rant & Rave

Business Acquisition [Line Items]

Cash

$ 58,470

Holdback

6,500

Contingent consideration

0

Working capital adjustment

(211)

Total consideration

$ 64,759

Cash holdback, payment period (in months)

12 months

RO Innovation, Inc.

Business Acquisition [Line Items]

Cash

$ 12,469

Holdback

1,781

Contingent consideration

0

Working capital adjustment

(87)

Total consideration

$ 14,163

Cash holdback, payment period (in months)

12 months

Business combination, maximum earnout payments

7,500

Earnout Consideration Liability, Fair Value Disclosure

$ 0

Interfax Communications Limited

Business Acquisition [Line Items]

Cash

$ 35,000

Holdback

5,000

Contingent consideration

0

Working capital adjustment

0

Total consideration

$ 40,000

Cash holdback, payment period (in months)

18 months

Earnout Consideration Liability, Fair Value Disclosure

$ 300

Qvidian

Business Acquisition [Line Items]

Cash

$ 50,000

Holdback

0

Contingent consideration

0

Working capital adjustment

0

Total consideration

$ 50,000

Waterfall

Business Acquisition [Line Items]

Cash

$ 24,400

Holdback

1,506

Contingent consideration

1,226

Working capital adjustment

0

Total consideration

$ 27,132

Cash holdback, payment period (in months)

18 months

RightAnswers

Business Acquisition [Line Items]

Cash

$ 17,400

Holdback

2,491

Contingent consideration

4,000

Working capital adjustment

0

Total consideration

$ 23,891

Cash holdback, payment period (in months)

12 months

Omtool, Ltd

Business Acquisition [Line Items]

Cash

$ 22,214

Holdback

0

Contingent consideration

0

Working capital adjustment

0

Total consideration

$ 22,214

Acquisitions - Qvidian Pro Form

Acquisitions - Qvidian Pro Forma (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Revenue	$ 66,066	$ 55,065	$ 53,013	$ 48,493	$ 45,180	$ 37,144	$ 35,946	$ 31,615	$ 222,637	$ 149,885	$ 97,952
Net loss	$ (19,865)	$ (12,307)	$ (5,369)	$ (7,830)	$ 1,802	$ (4,250)	$ (5,230)	$ (3,161)	$ (45,371)	(10,839)	(18,725)
Rant & Rave
Business Acquisition [Line Items]
Revenue										167,450	118,696
Net loss										(14,086)	$ (24,867)
Qvidian
Business Acquisition [Line Items]
Revenue										115,707
Net loss										$ (13,679)

Acquisitions - Assets Acquired

Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Oct. 04, 2019

Oct. 01, 2019

Aug. 21, 2019

May 24, 2019

Apr. 18, 2019

Dec. 13, 2018

Dec. 12, 2018

Oct. 03, 2018

Jun. 27, 2018

Mar. 21, 2018

Dec. 31, 2017

Business Acquisition [Line Items]

Goodwill

$ 346,134

$ 225,322

$ 154,607

Altify Ireland Limited

Business Acquisition [Line Items]

Cash

$ 730

Accounts receivable

6,629

Other current assets

889

Tax Credit Receivable

916

Operating lease right-of-use asset

1,085

Property and equipment

139

Goodwill

35,389

Other assets

378

Total assets acquired

105,869

Accounts payable

(1,499)

Accrued expense and other

(4,421)

Deferred tax liabilities

(8,042)

Deferred revenue

(7,907)

Total liabilities assumed

(21,869)

Total consideration

84,000

Altify Ireland Limited | Customer relationships

Business Acquisition [Line Items]

Intangible assets

50,954

Altify Ireland Limited | Trade name

Business Acquisition [Line Items]

Intangible assets

1,112

Altify Ireland Limited | Technology

Business Acquisition [Line Items]

Intangible assets

$ 7,648

InGenius Software Inc.

Business Acquisition [Line Items]

Cash

$ 11

Accounts receivable

1,456

Other current assets

317

Tax Credit Receivable

1,515

Operating lease right-of-use asset

1,099

Property and equipment

364

Goodwill

24,227

Other assets

0

Total assets acquired

45,197

Accounts payable

(128)

Accrued expense and other

(2,919)

Deferred tax liabilities

(4,897)

Deferred revenue

(2,960)

Total liabilities assumed

(10,904)

Total consideration

34,293

InGenius Software Inc. | Customer relationships

Business Acquisition [Line Items]

Intangible assets

11,208

InGenius Software Inc. | Trade name

Business Acquisition [Line Items]

Intangible assets

424

InGenius Software Inc. | Technology

Business Acquisition [Line Items]

Intangible assets

4,576

InGenius Software Inc. | Noncompetes

Business Acquisition [Line Items]

Intangible assets

$ 0

Cimpl, Inc.

Business Acquisition [Line Items]

Cash

$ 137

Accounts receivable

1,041

Other current assets

279

Tax Credit Receivable

1,458

Operating lease right-of-use asset

230

Property and equipment

233

Goodwill

12,873

Other assets

6

Total assets acquired

32,143

Accounts payable

(304)

Accrued expense and other

(1,224)

Deferred tax liabilities

(4,595)

Deferred revenue

(349)

Total liabilities assumed

(6,472)

Total consideration

25,671

Cimpl, Inc. | Customer relationships

Business Acquisition [Line Items]

Intangible assets

12,430

Cimpl, Inc. | Trade name

Business Acquisition [Line Items]

Intangible assets

216

Cimpl, Inc. | Technology

Business Acquisition [Line Items]

Intangible assets

3,240

Cimpl, Inc. | Noncompetes

Business Acquisition [Line Items]

Intangible assets

$ 0

Kapost

Business Acquisition [Line Items]

Cash

$ 0

Accounts receivable

3,901

Other current assets

1,066

Tax Credit Receivable

0

Operating lease right-of-use asset

2,136

Property and equipment

686

Goodwill

20,953

Other assets

0

Total assets acquired

59,020

Accounts payable

(50)

Accrued expense and other

(3,724)

Deferred tax liabilities

(1,954)

Deferred revenue

(3,893)

Total liabilities assumed

(9,621)

Total consideration

49,399

Kapost | Customer relationships

Business Acquisition [Line Items]

Intangible assets

23,735

Kapost | Trade name

Business Acquisition [Line Items]

Intangible assets

787

Kapost | Technology

Business Acquisition [Line Items]

Intangible assets

5,756

Kapost | Noncompetes

Business Acquisition [Line Items]

Intangible assets

$ 0

Postup Holdings

Business Acquisition [Line Items]

Cash

$ 19

Accounts receivable

1,054

Other current assets

1,373

Tax Credit Receivable

0

Operating lease right-of-use asset

0

Property and equipment

743

Goodwill

21,973

Other assets

0

Total assets acquired

39,240

Accounts payable

(447)

Accrued expense and other

(530)

Deferred tax liabilities

(3,248)

Deferred revenue

(15)

Total liabilities assumed

(4,240)

Total consideration

35,000

Postup Holdings | Customer relationships

Business Acquisition [Line Items]

Intangible assets

10,667

Postup Holdings | Trade name

Business Acquisition [Line Items]

Intangible assets

468

Postup Holdings | Technology

Business Acquisition [Line Items]

Intangible assets

2,943

Postup Holdings | Noncompetes

Business Acquisition [Line Items]

Intangible assets

$ 0

Adestra Ltd.

Business Acquisition [Line Items]

Cash

$ 145

Accounts receivable

2,724

Other current assets

1,395

Tax Credit Receivable

0

Operating lease right-of-use asset

0

Property and equipment

796

Goodwill

29,442

Other assets

0

Total assets acquired

$ 68,754

Accounts payable

(543)

Accrued expense and other

(1,524)

Deferred tax liabilities

(5,104)

Deferred revenue

(1,712)

Total liabilities assumed

(8,883)

Total consideration

$ 59,871

Weighted-average amortization period (in years)

9 years 6 months

9 years 1 month 6 days

Adestra Ltd. | Customer relationships

Business Acquisition [Line Items]

Intangible assets

27,542

Weighted-average amortization period (in years)

9 years 9 months 18 days

9 years 9 months 18 days

Adestra Ltd. | Trade name

Business Acquisition [Line Items]

Intangible assets

709

Weighted-average amortization period (in years)

9 years 2 months 12 days

8 years

Adestra Ltd. | Technology

Business Acquisition [Line Items]

Intangible assets

6,001

Adestra Ltd. | Developed Technology

Business Acquisition [Line Items]

Weighted-average amortization period (in years)

7 years 10 months 24 days

6 years 8 months 12 days

Adestra Ltd. | Noncompetes

Business Acquisition [Line Items]

Intangible assets

$ 0

Weighted-average amortization period (in years)

0 years

3 years

Rant & Rave

Business Acquisition [Line Items]

Cash

$ 696

Accounts receivable

3,468

Other current assets

3,836

Tax Credit Receivable

0

Operating lease right-of-use asset

0

Property and equipment

131

Goodwill

32,589

Other assets

0

Total assets acquired

78,365

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

Business Acquisition [Line Items]

Intangible assets

29,981

Rant & Rave | Trade name

Business Acquisition [Line Items]

Intangible assets

1,099

Rant & Rave | Technology

Business Acquisition [Line Items]

Intangible assets

6,565

Rant & Rave | Noncompetes

Business Acquisition [Line Items]

Intangible assets

$ 0

RO Innovation, Inc.

Business Acquisition [Line Items]

Cash

$ 197

Accounts receivable

1,563

Other current assets

1,299

Tax Credit Receivable

0

Operating lease right-of-use asset

0

Property and equipment

15

Goodwill

7,568

Other assets

0

Total assets acquired

20,259

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, Inc. | Customer relationships

Business Acquisition [Line Items]

Intangible assets

6,688

RO Innovation, Inc. | Trade name

Business Acquisition [Line Items]

Intangible assets

111

RO Innovation, Inc. | Technology

Business Acquisition [Line Items]

Intangible assets

1,670

RO Innovation, Inc. | Noncompetes

Business Acquisition [Line Items]

Intangible assets

$ 1,148

Interfax Communications Limited

Business Acquisition [Line Items]

Cash

$ 1,396

Accounts receivable

1,587

Other current assets

1,341

Tax Credit Receivable

0

Operating lease right-of-use asset

0

Property and equipment

286

Goodwill

$ 198,900

13,862

Other assets

14

Total assets acquired

46,948

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 Communications Limited | Customer relationships

Business Acquisition [Line Items]

Intangible assets

22,577

Interfax Communications Limited | Trade name

Business Acquisition [Line Items]

Intangible assets

649

Interfax Communications Limited | Technology

Business Acquisition [Line Items]

Intangible assets

5,236

Interfax Communications Limited | Noncompetes

Business Acquisition [Line Items]

Intangible assets

$ 0

Acquisitions - Additional Infor

Acquisitions - Additional Information (Details) - USD ($) $ in Thousands	Mar. 21, 2018	Dec. 31, 2019	Dec. 31, 2018	Jun. 27, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Business combination adjustment, intangibles		$ (3,300)
Goodwill		346,134	$ 225,322		$ 154,607
Business acquisition, transaction costs		11,300	6,100		$ 3,600
Sunset Assets
Business Acquisition [Line Items]
Gain (Loss) on Disposition of Assets		2,000
Disposal Group, Including Discontinued Operation, Deferred Revenue		1,000
Disposal Group, Including Discontinued Operation, Intangible Assets		1,100
Disposal Group, Including Discontinued Operation, Goodwill		200
Disposal Group, Including Discontinued Operation, Deferred Commission Costs		2,200
Third-Party Payor | Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		1,600
Marketech Asset Acquisition
Business Acquisition [Line Items]
Earn out payment		600
Qvidian
Business Acquisition [Line Items]
Business combination adjustment, intangibles			15,700
Business combination adjustment, deferred tax liabilities			8,000
Interfax Communications Limited
Business Acquisition [Line Items]
Business combination adjustment, intangibles			(5,700)
Goodwill	$ 13,862	198,900
Earnout Consideration Liability, Fair Value Disclosure	300
Interfax Communications Limited | Marketech
Business Acquisition [Line Items]
Payments to acquire certain assets and intangible assets	2,000
Business combination, maximum earnout payments	1,000
Interfax Communications Limited | Customer relationships
Business Acquisition [Line Items]
Intangible assets	$ 22,577
LeadLander
Business Acquisition [Line Items]
Expected tax deductible amount of goodwill		11,300
Waterfall
Business Acquisition [Line Items]
Earn out payment			$ 2,200
RO Innovation, Inc.
Business Acquisition [Line Items]
Goodwill				$ 7,568
Business combination, maximum earnout payments		7,500
Earnout Consideration Liability, Fair Value Disclosure		0
Earn out payment		$ 1,500
RO Innovation, Inc. | Customer relationships
Business Acquisition [Line Items]
Intangible assets				$ 6,688

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - Credit Facility - Secured Debt - USD ($)	12 Months Ended
	Dec. 31, 2019	Nov. 26, 2019	Aug. 06, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, term	7 years
Stated interest rate (as percent)	5.40%		5.40%
Note face amount	$ 540,000,000	$ 190,000,000	$ 350,000,000

Fair Value Measurements - Asset

Fair Value Measurements - Assets and Liabilities at Fair Value, Recurring Basis (Details) - Recurring Measurement - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Fair Value, Net	$ 2,424
Liabilities, Fair Value Disclosure [Abstract]
Earnout Consideration Liability, Fair Value Disclosure	4,394	$ 1,396
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Fair Value, Net	0
Liabilities, Fair Value Disclosure [Abstract]
Earnout Consideration Liability, Fair Value Disclosure	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Fair Value, Net	2,424
Liabilities, Fair Value Disclosure [Abstract]
Earnout Consideration Liability, Fair Value Disclosure	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Fair Value, Net	0
Liabilities, Fair Value Disclosure [Abstract]
Earnout Consideration Liability, Fair Value Disclosure	$ 4,394	$ 1,396

Fair Value Measurements - Fixed

Fair Value Measurements - Fixed Maturity Securities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Marketech Asset Acquisition
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Earn out payment	$ 600
RO Innovation, Inc.
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Earn out payment	1,500
RightAnswers
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Earn out payment		$ 2,000
Waterfall
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Earn out payment		2,200
Level 3 | Earnout Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	1,396
Ending balance	4,394	1,396
Recurring Measurement | Level 3 | Earnout Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	1,396	3,576
(Gains) or losses included in earnings	241	1,627
Acquisitions	4,865	321
Settlements	$ (2,108)	(4,128)
Ending balance		$ 1,396

Fair Value Measurements - Quant

Fair Value Measurements - Quantitative Information (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration	$ 4,394	$ 1,396

Fair Value Measurements - Debt

Fair Value Measurements - Debt (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt	$ 538.7	$ 283.2

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Goodwill [Roll Forward]
Beginning balance, goodwill	$ 225,322	$ 154,607
Acquired in business combinations	117,610	70,139
Divestiture of business	225,322	225,322
Goodwill, Purchase Accounting Adjustments	3,123	(7,051)
Adjustment related to finalization of current year business combinations	(2,195)	8,685
Foreign currency translation adjustment	2,274	(1,058)
Ending balance, goodwill	$ 346,134	$ 225,322

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Jun. 30, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 364,502		$ 229,796
Accumulated Amortization	81,775		50,224
Net Carrying Amount	282,727		179,572
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	283,005		173,592
Accumulated Amortization	53,984		30,650
Net Carrying Amount	$ 229,021		142,942
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	1 year	1 year
Customer relationships | Minimum | Sunset Assets
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	1 year
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	10 years	10 years
Customer relationships | Maximum | Sunset Assets
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	2 years 6 months
Trade name
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)		1 year 6 months
Gross Carrying Amount	$ 8,827		6,113
Accumulated Amortization	3,884		3,334
Net Carrying Amount	$ 4,943		2,779
Trade name | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	1 year 6 months
Trade name | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	10 years	10 years
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 71,522		48,943
Accumulated Amortization	23,333		16,049
Net Carrying Amount	$ 48,189		$ 32,894
Developed Technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	4 years	4 years
Developed Technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	9 years	7 years
Noncompetes
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	3 years	3 years
Gross Carrying Amount	$ 1,148	$ 1,148
Accumulated Amortization	574	191
Net Carrying Amount	$ 574	$ 957

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Weighted-Average Amortization Period (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 32.4	$ 19	$ 9.6
Customer relationships | Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	10 years	10 years
Customer relationships | Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	1 year	1 year
Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)		1 year 6 months
Trade name | Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	10 years	10 years
Trade name | Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	1 year 6 months
Developed Technology | Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	9 years	7 years
Developed Technology | Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	4 years	4 years
Noncompetes
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	3 years	3 years

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Jun. 30, 2019
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2020	$ 39,805
2021	37,999
2022	35,567
2023	33,850
2024	31,138
Thereafter	104,368
Net Carrying Amount	$ 282,727	$ 179,572

Income Taxes (Loss from Continu

Income Taxes (Loss from Continuing Operations, Domestic and Foreign) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
United States	$ (41,237)	$ (23,350)	$ (22,748)
Foreign	(10,939)	2,702	5,319
Income (loss) before provision for income taxes	$ (52,176)	$ (20,648)	$ (17,429)

Income Taxes - Components of th

Income Taxes - Components of the Provision(Benefit) for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Current
Federal									$ (10)	$ 177	$ 0
State									395	253	177
Foreign									1,989	2,328	1,381
Total Current									2,374	2,758	1,558
Deferred
Federal									(5,139)	(9,866)	(168)
State									(103)	(1,584)	128
Foreign									(3,937)	(1,117)	(222)
Total Deferred									(9,179)	(12,567)	(262)
Provision (benefit) for income taxes	$ (639)	$ 547	$ (6,101)	$ (612)	$ (11,927)	$ 735	$ 872	$ 511	$ (6,805)	$ (9,809)	$ 1,296

Income Taxes - Deferred Tax Ass

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Deferred tax assets:
Accrued expenses and allowances	$ 2,616	$ 1,871	$ 1,715
Deferred revenue	28	4	0
Stock compensation	1,157	743	901
Net operating loss and tax credit carryforwards	45,716	33,579	26,810
Disallowed interest expense carryforwards	6,692	2,888	0
Capital expenses	192	205	294
Other	696	723	129
Valuation allowance for noncurrent deferred tax assets	(21,179)	(15,507)	(15,730)
Net deferred tax assets	39,086	24,506	14,119
Deferred tax liabilities:
Deferred revenue	0	0	(401)
Prepaid expenses	(210)	(61)	(58)
Intangible assets	(53,737)	(33,518)	(15,298)
Goodwill	(5,187)	(2,012)	(1,214)
Tax credit carryforwards	0	(302)	(410)
Deferred commissions	(2,318)	(1,924)	0
Net deferred tax liabilities	(64,771)	(35,893)	(17,381)
Net deferred taxes	(25,685)	(11,387)	(3,262)
Deferred Tax Assets, Tax Credit Carryforwards	991	0	0
Deferred Tax Assets, Leasing Arrangements	2,177
Deferred Tax Liabilities, Leasing Arrangements	2,135
Deferred Tax Liabilities, Unrealized Currency Transaction Gains	$ 1,184	$ 0	$ 0

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of Income Tax Rate (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Federal statutory rate (percent)	21.00%	21.00%	34.00%
State taxes, net of federal benefit (percent)	2.70%	4.60%	4.70%
Tax credits (percent)	1.40%	0.40%	1.00%
Effect of foreign operations (percent)	(1.00%)	(2.10%)	2.10%
Stock compensation (percent)	4.10%	12.30%	7.90%
Permanent items and other (percent)	(2.30%)	(6.60%)	(0.50%)
Effect of Tax Act (percent)	0	0	(0.437)
Tax carryforwards not benefited (percent)	(10.80%)	17.90%	(12.90%)
Effective tax rate (percent)	13.00%	47.50%	(7.40%)
Effective Income Tax Rate Reconciliation, Disallowed Excess Executive Compensation, Percent	$ (0.021)	$ 0	$ 0

Income Taxes - Unrecognized Tax

Income Taxes - Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 2,006	$ 480
Additional based on tax positions related to the current year	0	0
Additions for tax positions of prior years	0	1,526
Reductions for tax positions of prior years	(1,317)	0
Settlements	0	0
Ending balance	$ 689	$ 2,006

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 275.7
Unrecognized tax benefits that would impact effective tax rate	0.6
Accrued interest or penalties related to uncertain tax positions	0.2
Net operating loss carryforwards, carry forward indefinitely	$ 29.9
State taxes, net of federal benefit (percent)	2.70%	4.60%	4.70%
Maximum
Operating Loss Carryforwards [Line Items]
State taxes, net of federal benefit (percent)	35.00%
Minimum
Operating Loss Carryforwards [Line Items]
State taxes, net of federal benefit (percent)	21.00%
Operations and Acquisitions
Operating Loss Carryforwards [Line Items]
Valuation allowance, deferred tax asset increase (decrease)	$ (5.7)	$ (0.2)
Domestic Business Combinations
Operating Loss Carryforwards [Line Items]
Valuation allowance, deferred tax asset increase (decrease)	(6.3)
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	244.9
Operating loss carryforwards, expiration amount	87.4
Credit carryforwards, expiration before utilization	3.5
Domestic Tax Authority | Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Research & development credit carryforwards	3.5
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 30.8

Debt - Long-term Debt (Details)

Debt - Long-term Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Long-term debt	$ 525,074
Less current maturities	(3,193)	$ (6,015)
Total long-term debt	521,881	273,713
Note discount	$ 13,576	$ 3,490
Imputed interest rate (as a percent)	5.80%	6.80%
Senior secured loans
Debt Instrument [Line Items]
Long-term debt	$ 525,074	$ 279,728

Debt - Schedule of Debt, Intere

Debt - Schedule of Debt, Interest Rate Swap (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Unrealized gain on interest rate swap	$ 2,424	$ 2,424	$ 0	$ 0
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax	484
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax	$ (9,255)

Debt - Loan and Security Agreem

Debt - Loan and Security Agreements (Details) - USD ($)	Aug. 06, 2019	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Nov. 26, 2019
Debt Instrument [Line Items]
Unrealized gain on interest rate swap		$ 2,424,000								$ 2,424,000	$ 0	$ 0
Cash flow hedge gain (loss), net		(400,000)								$ (400,000)
Debt instrument, cash interest costs, percent										6.00%	6.60%
Payments of financing costs										$ 14,200,000
Loss on debt extinguishment		0	$ (2,317,000)	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	(2,317,000)	$ 0	$ 0
Credit Facility
Debt Instrument [Line Items]
Debt instrument, covenant, leverage ratio, maximum, amount	$ 50,000,000
Debt instrument, covenant, leverage ratio, maximum	6
Debt instrument, covenant compliance, percent	35.00%
Increase in interest rate upon default (as a percent)	200.00%
Credit Facility | Secured Debt
Debt Instrument [Line Items]
Note face amount	$ 350,000,000	$ 540,000,000								$ 540,000,000			$ 190,000,000
Debt instrument, term										7 years
Debt instrument, repayment rate, quarterly	0.25%
Debt instrument, repayment rate, annual	1.00%
Debt instrument, premium on prepayment or repricing, term	6 months
Debt instrument, premium on prepayment Or repricing, percent	100.00%
Stated interest rate (as percent)	5.40%	5.40%								5.40%
Credit Facility | Secured Debt | Base Rate
Debt Instrument [Line Items]
Basis spread	2.75%
Credit Facility | Secured Debt | Federal Funds Effective Swap Rate | Minimum
Debt Instrument [Line Items]
Basis spread	0.00%
Credit Facility | Secured Debt | Eurodollar Deposits Rate
Debt Instrument [Line Items]
Basis spread	375.00%
Credit Facility | Secured Debt | Eurodollar Deposits Rate | Minimum
Debt Instrument [Line Items]
Basis spread	0.00%
Credit Facility | Secured Debt | Eurodollar
Debt Instrument [Line Items]
Basis spread	100.00%
Credit Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, term	5 years
Maximum borrowing capacity	$ 60,000,000
Credit Facility | Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 10,000,000
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage	0.50%

Debt (Future Debt Maturities of

Debt (Future Debt Maturities of Long-term Debt) (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Long-term Debt, Fiscal Year Maturity [Abstract]
2020	$ 5,400
2021	5,400
2022	5,400
2023	5,400
2024	5,400
Thereafter	511,650
Long-term debt	538,650
Note discount	13,576	$ 3,490
Long-term debt	$ 525,074

Net Loss Per Share - Computatio

Net Loss Per Share - Computation of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Numerators:
Net loss	$ (19,865)	$ (12,307)	$ (5,369)	$ (7,830)	$ 1,802	$ (4,250)	$ (5,230)	$ (3,161)	$ (45,371)	$ (10,839)	$ (18,725)
Denominator:
Weighted-average common shares outstanding, basic and diluted (in shares)									23,099,549	19,985,528	18,411,247
Basic (in dollars per share)	$ (0.78)	$ (0.50)	$ (0.24)	$ (0.38)	$ 0.09	$ (0.21)	$ (0.26)	$ (0.16)	$ (1.96)	$ (0.54)	$ (1.02)

Net Loss Per Share - Anti-Dilut

Net Loss Per Share - Anti-Dilutive Common Share Equivalents (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	1,491,722	1,405,913	1,597,387
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	329,698	408,899	549,907
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	371,217	997,014	1,047,480
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	790,807	0	0

Leases - Components of Lease Co

Leases - Components of Lease Components (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)
Leases [Abstract]
Operating lease cost	$ 2,915
Finance lease costs:
Amortization of right-of-use assets	714
Interest on lease liabilities	67
Sublease Income	454
Total lease costs	$ 3,242

Leases - Other Information (Det

Leases - Other Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 3,119
Operating cash flows form finance leases	75
Financing cash flows from finance leases	553
Right-of-use asset obtained in exchange for operating lease obligations	$ 5,770
Weighted average remaining lease term - operating leases	4 years 3 months 18 days
Weighted average remaining lease term - finance leases	1 year 2 months 12 days
Weighted average discount rate - operating leases	6.00%
Weighted average discount rate - finance leases	5.60%

Leases - Future Minimum Payment

Leases - Future Minimum Payments for Operating and Finance Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Finance Lease, Liability, Payment, Due [Abstract]
2020	$ 85
2020	10
2021	10
2023	6
2024	0
Thereafter	0
Total minimum lease payments	111
Less amount representing interest	(11)
Accrued expenses and other current liabilities	75
Other long-term liabilities	25
Finance lease liabilities	100
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2020	2,664
2020	2,111
2021	1,794
2023	1,700
2024	1,301
Thereafter	203
Total minimum lease payments	9,773
Less amount representing interest	(1,378)
Operating lease liability	8,395
Operating lease liabilities, current	2,533	$ 0
Operating lease liabilities, noncurrent	$ 5,862	$ 0

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Lessee, Lease, Description [Line Items]
Rent expense		$ 1.9	$ 3.8
Operating rent expense, net of restructuring charges	$ 1.5
Sublease rental income	$ 0.5	$ 0.3	$ 0.3
Capital leases, term of contract (in years)	4 years
Future sublease income	$ 0.2
Operating Lease, Expense	2.9
Omtool, Ltd and Rightanswers, Inc. | Facility Closing
Lessee, Lease, Description [Line Items]
Restructuring charges	$ 2.3

Commitments and Contingencies -

Commitments and Contingencies - Future Minimum Payments, Operating and Capital Leases (Details) $ in Thousands	Dec. 31, 2019USD ($)
Purchase Obligation, Fiscal Year Maturity [Abstract]
2020	$ 9,387
2021	2,039
2022	985
2023	964
2024	693
Thereafter	0
Total minimum lease payments	$ 14,068

Commitments and Contingencies_2

Commitments and Contingencies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)
Line of Credit Facility [Line Items]
Purchase obligation	$ 14,068
Increase in obligation of third year if a 10% increase in revenue	800
Purchase commitment	8,100
Purchase Commitment, Remaining Minimum Amount Committed	6,700
Software Development Services | Investor
Line of Credit Facility [Line Items]
Purchase obligation	$ 7,300
Renewal term	1 year

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment, Net [Abstract]
Accumulated depreciation	$ (11,653)	$ (9,322)
Property and equipment, net	3,917	2,827
Equipment
Property, Plant and Equipment, Net [Abstract]
Property and Equipment	12,936	10,703
Furniture and Fixtures
Property, Plant and Equipment, Net [Abstract]
Property and Equipment	633	434
Leasehold improvements
Property, Plant and Equipment, Net [Abstract]
Property and Equipment	$ 2,001	$ 1,012

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 2,200,000	$ 2,300,000	$ 2,600,000
Impairment of long-lived assets	$ 0	$ 0	$ 0

Stockholders' Equity - Common a

Stockholders' Equity - Common and Preferred Stock (Details) - USD ($)	May 13, 2019	Jun. 06, 2017	Nov. 30, 2016	Jul. 31, 2016	Mar. 31, 2016	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 12, 2018	May 12, 2017
Class of Stock [Line Items]
Shares authorized, common stock (in shares)						50,000,000	50,000,000
Shares authorized, preferred stock (in shares)						5,000,000	5,000,000
Par value, common stock (in dollars per share)						$ 0.0001	$ 0.0001
Net proceeds from issuance of common stock, net of issuance costs						$ 151,551,000	$ 807,000	$ 43,797,000
Public Offering
Class of Stock [Line Items]
Par value, common stock (in dollars per share)	$ 0.0001
Securities authorized, value									$ 250,000,000	$ 75,000,000
Net proceeds from issuance of common stock, net of issuance costs	$ 151,100,000	$ 42,700,000
Issuance of common stock in initial public offering (in shares)		2,139,534
Sale of stock (in dollars per share)	$ 42
Payments of Stock Issuance Costs	$ 8,300,000
Over-Allotment Option
Class of Stock [Line Items]
Issuance of common stock in initial public offering (in shares)	3,795,000
Number of shares issued in transaction (in shares)	495,000
Common Stock | Hipcricket, Inc.
Class of Stock [Line Items]
Numbers of share issued in acquisition (in shares)					1,000,000
Value of shares issued in acquisition					$ 5,700,000
Common Stock | LeadLander
Class of Stock [Line Items]
Numbers of share issued in acquisition (in shares)				318,302
Value of shares issued in acquisition				$ 2,400,000
Common Stock | Ultriva, Inc.
Class of Stock [Line Items]
Numbers of share issued in acquisition (in shares)			24,587
Value of shares issued in acquisition			$ 200,000

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity	$ 212,861	$ 87,307
Foreign currency translation adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity	(4,530)	(6,165)
Unrealized translation gain (loss) on foreign currency denominated intercompany loans
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity	883	(1,336)
Unrealized gain on interest rate swaps
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity	2,424	0
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity	$ (1,223)	$ (7,501)

Stockholders' Equity - Accumula

Stockholders' Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Equity [Abstract]
Unrealized translation gain (loss) on foreign currency denominated intercompany loans	$ 2,219	$ (1,336)	$ 0

Stockholders' Equity - Stock Co

Stockholders' Equity - Stock Compensation Plans (Details)	12 Months Ended
	Dec. 31, 2019stock_based_compensation_plansshares	Dec. 31, 2018shares	Dec. 31, 2017shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock-based compensation plans | stock_based_compensation_plans	2
Number of shares available for grant, annual increase (as a percent)	4.00%
Anti–dilutive common share equivalents (in shares)	1,491,722	1,405,913	1,597,387
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	329,698	408,899
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Anti–dilutive common share equivalents (in shares)	371,217	997,014	1,047,480
2010 Stock Plan | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	94,853
2014 Stock Plan | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	234,845
Common stock shares reserved for issuance under the plan (in shares)	761,968
2010 Plan And 2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum vesting period	10 years
2010 Plan And 2014 Plan | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
2010 Plan And 2014 Plan | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years

Stockholders' Equity - Restrict

Stockholders' Equity - Restricted Stock Awards (Details) - Restricted stock awards - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Number of Restricted Shares Outstanding
Unvested balances, beginning (in shares)	997,014
Awards granted (in shares)	0
Awards vested (in shares)	(616,963)
Awards forfeited (in shares)	(8,834)
Unvested balances, ending (in shares)	371,217	997,014
Weighted-Average Grant Date Fair Value
Weighted average grant date fair value, beginning (in dollars per share)	$ 23.93
Weighted average grant date fair value, awards granted (in dollars per share)	0
Weighted average grant date fair value, awards vested (in dollars per share)	21.26
Weighted average grant date fair value, awards forfeited (in dollars per share)	28.12
Weighted average grant date fair value, ending (in dollars per share)	$ 28.26	$ 23.93
Fair value of awards vested	$ 24.7	$ 26.2	$ 12.6
Awards vested (in shares)	616,963
Weighted average grant date fair value, awards vested (in dollars per share)	$ 21.26

Stockholders' Equity - Restri_2

Stockholders' Equity - Restricted Stock Units (Details) - Restricted stock units - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Number of Restricted Shares Outstanding
Unvested balances, beginning (in shares)	0
Units granted (in shares)	1,079,747
Units vested (in shares)	(274,690)
Units forfeited (in shares)	(14,250)
Unvested balances, ending (in shares)	790,807	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted average grant date fair value, beginning (in dollars per share)	$ 0
Weighted average grant date fair value, awards granted (in dollars per share)	39.28
Weighted average grant date fair value, awards vested (in dollars per share)	38.37
Weighted average grant date fair value, awards forfeited (in dollars per share)	41.73
Weighted average grant date fair value, ending (in dollars per share)	$ 39.55	$ 0
Unrecognized compensation costs	$ 37.7
Unrecognized compensation costs, period of recognition (in years)	1 year 10 months 20 days
Excess tax deduction	$ 3.2
Expected income tax benefit included as part of deferred tax asset	0.9
Fair value of awards vested	$ 10.6	$ 0	$ 0

Stockholders' Equity - Stock Op

Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Weighted-Average Exercise Price
Excess tax benefit recognized	$ 1,600
Stock options
Number of Options Outstanding
Options outstanding at beginning of period (in shares)	408,899
Options granted (in shares)	0
Options exercised (in shares)	(78,336)
Options forfeited (in shares)	(556)
Options expired (in shares)	(309)
Options outstanding at end of period (in shares)	329,698	408,899
Options vested and expected to vest (in shares)	329,698
Options vested and exercisable (in shares)	329,698
Weighted-Average Exercise Price
Weighted-average exercise price, beginning of period (in dollars per share)	$ 8.08
Weighted-average exercise price, options granted (in dollars per share)	0
Weighted-average exercise price, options exercised (in dollars per share)	6.08
Weighted-average exercise price, options forfeited (in dollars per share)	7.74
Weighted-average exercise price, options expired (in dollars per share)	1.49
Weighted-average exercise price, end of period (in dollars per share)	8.57	$ 8.08
Weighted-average exercise price, options vested and expected to vest (in dollars per share)	8.57
Weighted-average exercise price, options vested and exercisable (in dollars per share)	$ 8.57
Weighted-average remaining contractual life (in years)	5 years 7 months 20 days
Weighted-average remaining contractual life, options vested and expected to vest (in years)	5 years 7 months 20 days
Weighted-average remaining contractual life, options vested and exercisable (in years)	5 years 7 months 20 days
Aggregate intrinsic value of options outstanding	$ 8,948
Aggregate intrinsic value of option vested and expected to vest	8,948
Aggregate intrinsic value of options vested and exercisable	8,948
Aggregate intrinsic value of options	2,800	$ 3,700	$ 3,500
Total fair value of employee options vested during the period	0	$ 400	$ 1,000
Unrecognized compensation costs	$ 0
Unrecognized compensation costs, period of recognition (in years)	0 years
Cash from option exercises	$ 500
Tax benefit to be recognized	$ 400

Stockholders' Equity - Shared B

Stockholders' Equity - Shared Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 25,754	$ 14,130	$ 9,977
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	1,000	654	436
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	2,310	1,250	796
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	1,543	533	232
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 20,901	$ 11,693	$ 8,513

Revenue Recognition - Narrative

Revenue Recognition - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Jun. 30, 2019
Revenue from Contract with Customer [Abstract]
Performance obligation, description of timing	Our subscription contracts are generally 1 to 3 years in length.
Unbilled receivables	$ 5,111,000	$ 3,694,000
Impairment of long-lived assets	$ 0	$ 0	$ 0
Deferred Commissions Related To Renewals
Capitalized Contract Cost [Line Items]
Deferred commissions, amortization period	18 months
Deferred Commissions For New Customer Contracts
Capitalized Contract Cost [Line Items]
Deferred commissions, amortization period				6 years

Revenue Recognition (Change in

Revenue Recognition (Change in Deferred Commissions) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)
Capitalized Contract Costs [Roll Forward]
Deferred commissions beginning balance	$ 8,925
Deferred commissions divested	(2,222)
Capitalized deferred commissions	8,199
Amortization of deferred commissions	(3,080)
Deferred commissions ending balance	$ 11,822

Revenue Recognition - Deferred

Revenue Recognition - Deferred Revenue (Details) $ in Millions	12 Months Ended
	Dec. 31, 2019USD ($)
Revenue from External Customer [Line Items]
Contract with customer, liability, revenue recognized	$ 13.8
Subscription and support
Revenue from External Customer [Line Items]
Contract with customer, liability, revenue recognized	51.7
Professional services
Revenue from External Customer [Line Items]
Contract with customer, liability, revenue recognized	$ 2.1

Revenue Recognition (Performanc

Revenue Recognition (Performance Obligation) (Details) $ in Millions	Dec. 31, 2019USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 221.5
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percent	66.00%
Remaining performance obligation, timing	12 months

Revenue Recognition (Disaggrega

Revenue Recognition (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Disaggregation of Revenue [Line Items]
Revenue	$ 66,066	$ 55,065	$ 53,013	$ 48,493	$ 45,180	$ 37,144	$ 35,946	$ 31,615	$ 222,637	$ 149,885	$ 97,952
Subscription and support
Disaggregation of Revenue [Line Items]
Revenue	59,109	51,059	48,715	44,983	41,776	33,919	33,154	27,729	203,866	136,578	85,467
Subscription and support | United States
Disaggregation of Revenue [Line Items]
Revenue									140,882	106,628	72,355
Subscription and support | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue									38,879	11,189	3,127
Subscription and support | Canada
Disaggregation of Revenue [Line Items]
Revenue									10,504	5,395	3,838
Subscription and support | Other International
Disaggregation of Revenue [Line Items]
Revenue									13,601	13,366	6,147
Perpetual license
Disaggregation of Revenue [Line Items]
Revenue	3,531	975	575	657	678	915	683	1,626	5,738	3,902	4,346
Perpetual license | United States
Disaggregation of Revenue [Line Items]
Revenue									5,395	2,378	2,099
Perpetual license | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue									42	94	218
Perpetual license | Canada
Disaggregation of Revenue [Line Items]
Revenue									111	303	70
Perpetual license | Other International
Disaggregation of Revenue [Line Items]
Revenue									190	1,127	1,959
Professional services
Disaggregation of Revenue [Line Items]
Revenue	$ 3,426	$ 3,031	$ 3,723	$ 2,853	$ 2,726	$ 2,310	$ 2,109	$ 2,260	13,033	9,405	8,139
Professional services | United States
Disaggregation of Revenue [Line Items]
Revenue									9,250	7,321	5,388
Professional services | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue									2,367	487	494
Professional services | Canada
Disaggregation of Revenue [Line Items]
Revenue									536	591	471
Professional services | Other International
Disaggregation of Revenue [Line Items]
Revenue									$ 880	$ 1,006	$ 1,786

Employee Benefit Plans (Details

Employee Benefit Plans (Details)	12 Months Ended
	Dec. 31, 2019USD ($)plan	Dec. 31, 2018USD ($)	Dec. 31, 2017USD ($)
Retirement Benefits [Abstract]
Number of voluntary defined contribution plans | plan	2
Contributions to the 401(k) plans | $	$ 0	$ 0	$ 0

Segment and Geographic Inform_3

Segment and Geographic Information (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 3,917	$ 2,827	$ 2,927
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	2,520	1,648	2,768
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	584	756	14
Canada
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	663	77	145
Other International
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 150	$ 346	$ 0

Related Party Transactions (Det

Related Party Transactions (Details)	Mar. 28, 2017	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)agreement	Dec. 31, 2018USD ($)	Dec. 31, 2017USD ($)
Related Party Transaction [Line Items]
Number of agreements | agreement			3
Purchase obligation			$ 14,068,000
Increase in obligation of third year if a 10% increase in revenue			800,000
Purchase obligation in third year if revenue increases 10%			$ 8,100,000
Investor
Related Party Transaction [Line Items]
Ownership percentage minimum			5.00%
Amount of related party transaction			$ 4,900,000	$ 3,200,000	$ 2,400,000
Accounts payable			1,200,000	0
Software Development Services | Investor
Related Party Transaction [Line Items]
Renewal period term	1 year
Purchase obligation			7,300,000
Services | Investor
Related Party Transaction [Line Items]
Purchase obligation			0
Amount of related party transaction			3,500,000	3,200,000	3,000,000
Management, HR/Payroll and Administrative Services | Former Subsidiary
Related Party Transaction [Line Items]
Revenue			$ 60,000	$ 60,000	$ 285,000
Forecast | Management, HR/Payroll and Administrative Services | Former Subsidiary
Related Party Transaction [Line Items]
Revenue		$ 60,000
Chief Executive Officer And Board Of Directors Chairman | Visionael Corporation
Related Party Transaction [Line Items]
Percentage of ownership			26.18%

Subsequent Events (Details)

Subsequent Events (Details) - Char Software, Inc. - Subsequent Event $ in Thousands	Feb. 06, 2020USD ($)
Subsequent Event [Line Items]
Cash	$ 67,700
Cash holdback payable	345
Contingent consideration maximum payment	$ 1,000

Quarterly Results (Unaudited)_2

Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Condensed Income Statements, Captions [Line Items]
Revenue	$ 66,066	$ 55,065	$ 53,013	$ 48,493	$ 45,180	$ 37,144	$ 35,946	$ 31,615	$ 222,637	$ 149,885	$ 97,952
Cost of revenue	21,073	16,673	16,583	14,788	15,012	12,083	10,849	10,645	69,117	48,589	33,647
Gross profit	44,993	38,392	36,430	33,705	30,168	25,061	25,097	20,970	153,520	101,296	64,305
Operating expenses:
Sales and marketing	11,490	8,709	7,989	6,982	5,980	5,299	5,248	4,408	35,170	20,935	15,307
Research and development	8,548	7,434	7,008	6,398	5,743	5,400	5,286	4,891	29,388	21,320	15,795
Refundable tax credits	(47)	(133)	(85)	(86)	(2)	(99)	(203)	(102)	(351)	(406)	(542)
General and administrative	13,845	12,196	12,042	9,994	8,566	8,011	8,464	7,000	48,077	32,041	23,291
Depreciation and amortization	8,455	6,427	5,744	5,259	4,683	3,606	3,853	2,130	25,885	14,272	6,498
Acquisition-related expenses	15,213	7,457	9,264	7,723	9,989	2,497	3,140	3,102	39,657	18,728	15,092
Total operating expenses	57,504	42,090	41,962	36,270	34,959	24,714	25,788	21,429	177,826	106,890	75,441
Operating Income (Loss)	(12,511)	(3,698)	(5,532)	(2,565)	(4,791)	347	(691)	(459)	(24,306)	(5,594)	(11,136)
Interest expense, net	(6,434)	(5,517)	(5,246)	(5,116)	(4,518)	(3,118)	(3,143)	(2,494)	(22,313)	(13,273)	(6,582)
Loss on debt extinguishment	0	(2,317)	0	0	0	0	0	0	(2,317)	0	0
Other income (expense), net	(1,559)	(228)	(692)	(761)	(816)	(744)	(524)	303	(3,240)	(1,781)	289
Total other expense	(7,993)	(8,062)	(5,938)	(5,877)	(5,334)	(3,862)	(3,667)	(2,191)	(27,870)	(15,054)	(6,293)
Loss before provision for income taxes	(20,504)	(11,760)	(11,470)	(8,442)	(10,125)	(3,515)	(4,358)	(2,650)	(52,176)	(20,648)	(17,429)
Benefit from (provision for) income taxes	639	(547)	6,101	612	11,927	(735)	(872)	(511)	6,805	9,809	(1,296)
Net income (loss)	$ (19,865)	$ (12,307)	$ (5,369)	$ (7,830)	$ 1,802	$ (4,250)	$ (5,230)	$ (3,161)	$ (45,371)	$ (10,839)	$ (18,725)
Net income (loss) per common share:
Basic (in dollars per share)	$ (0.78)	$ (0.50)	$ (0.24)	$ (0.38)	$ 0.09	$ (0.21)	$ (0.26)	$ (0.16)	$ (1.96)	$ (0.54)	$ (1.02)
Diluted (in dollars per share)	$ (0.78)	$ (0.50)	$ (0.24)	$ (0.38)		$ (0.21)	$ (0.26)	$ (0.16)
Deferred tax assets, previously offset by valuation allowance					$ 10,100					$ 10,100
Subscription and support
Condensed Income Statements, Captions [Line Items]
Revenue	$ 59,109	$ 51,059	$ 48,715	$ 44,983	41,776	$ 33,919	$ 33,154	$ 27,729	$ 203,866	136,578	$ 85,467
Cost of revenue	18,891	14,678	14,622	13,274	13,486	10,566	9,580	9,249	61,465	42,881	28,454
Perpetual license
Condensed Income Statements, Captions [Line Items]
Revenue	3,531	975	575	657	678	915	683	1,626	5,738	3,902	4,346
Cost of revenue									7,652	5,708	5,193
Total product revenue
Condensed Income Statements, Captions [Line Items]
Revenue	62,640	52,034	49,290	45,640	42,454	34,834	33,837	29,355	209,604	140,480	89,813
Professional services
Condensed Income Statements, Captions [Line Items]
Revenue	3,426	3,031	3,723	2,853	2,726	2,310	2,109	2,260	$ 13,033	$ 9,405	$ 8,139
Cost of revenue	$ 2,182	$ 1,995	$ 1,961	$ 1,514	$ 1,526	$ 1,517	$ 1,269	$ 1,396

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