Upland Software (UPLD) 10-Q 8 May 20 2020 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2020	May 01, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2020
Document Transition Report	false
Entity File Number	001-36720
Entity Registrant Name	UPLAND SOFTWARE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-2992077
Entity Address, Address Line One	401 Congress Ave., Suite 1850
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
City Area Code	512
Local Phone Number	960-1010
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	UPLD
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		25,305,427
Entity Central Index Key	0001505155
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 98,688	$ 175,024
Accounts receivable (net of allowance of $1,519 and $1,238 at March 31, 2020 and December 31, 2019, respectively)	55,398	50,938
Deferred commissions, current	3,645	3,059
Unbilled receivables	5,689	5,111
Prepaid and other	7,452	4,748
Total current assets	170,872	238,880
Tax credits receivable	4,219	4,186
Property and equipment, net	4,035	3,917
Operating lease right-of-use asset	12,353	8,056
Intangible assets, net	302,948	282,727
Goodwill	377,745	346,134
Deferred commissions, noncurrent	9,427	8,763
Other assets	1,934	4,165
Total assets	883,533	896,828
Current liabilities:
Accounts payable	4,794	5,904
Accrued compensation	5,202	11,559
Accrued expenses and other current liabilities	15,756	15,344
Deferred revenue	87,785	76,558
Due to sellers	14,731	14,276
Operating lease liabilities, current	3,828	2,533
Current maturities of notes payable (includes unamortized discount of $2,209 and $2,207 at March 31, 2020 and December 31, 2019, respectively)	3,191	3,193
Total current liabilities	135,287	129,367
Notes payable, less current maturities (includes unamortized discount of $10,887 and $11,369 at March 31, 2020 and December 31, 2019, respectively)	521,013	521,881
Deferred revenue, noncurrent	2,567	496
Operating lease liabilities, noncurrent	11,515	5,862
Noncurrent deferred tax liability, net	24,472	25,685
Other long-term liabilities	29,587	676
Total liabilities	724,441	683,967
Stockholders’ equity:
Common stock, $0.0001 par value; 50,000,000 shares authorized: 25,305,427 and 25,250,120 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively)	3	3
Additional paid-in capital	353,720	345,127
Accumulated other comprehensive loss	(43,396)	(1,223)
Accumulated deficit	(151,235)	(131,046)
Total stockholders’ equity	159,092	212,861
Total liabilities and stockholders’ equity	$ 883,533	$ 896,828

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss, current	$ 1,519	$ 1,238
Unamortized discount, current	(2,209)	(2,207)
Unamortized discount, noncurrent	$ (10,887)	$ (11,369)
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	25,305,427	25,250,120
Common stock, shares outstanding (in shares)	25,305,427	25,250,120

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenue	$ 68,032	$ 48,493
Cost of revenue	22,201	14,788
Gross profit	45,831	33,705
Operating expenses:
Sales and marketing	10,931	6,982
Research and development	9,420	6,398
Refundable Canadian tax credits	(302)	(86)
General and administrative	16,676	9,994
Depreciation and amortization	9,271	5,259
Acquisition-related expenses	15,158	7,723
Total operating expenses	61,154	36,270
Loss from operations	(15,323)	(2,565)
Other expense:
Interest expense, net	(7,643)	(5,116)
Other expense, net	(1,402)	(761)
Total other expense	(9,045)	(5,877)
Loss before provision for income taxes	(24,368)	(8,442)
Benefit from income taxes	4,287	612
Net loss	$ (20,081)	$ (7,830)
Earnings Per Share [Abstract]
Net loss per common share, basic and diluted (in dollars per share)	$ (0.81)	$ (0.38)
Weighted-average common shares outstanding, basic and diluted (in shares)	24,906,932	20,442,626
Total product revenue
Revenue	$ 64,252	$ 45,640
Subscription and support
Revenue	63,891	44,983
Cost of revenue	19,939	13,274
Perpetual license
Revenue	361	657
Professional services
Revenue	3,780	2,853
Cost of revenue	$ 2,262	$ 1,514

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Comprehensive Income [Abstract]
Net loss	$ (20,081)	$ (7,830)
Foreign currency translation adjustment	(3,459)	(637)
Unrealized translation gain (loss) on foreign currency denominated intercompany loans	(7,313)	3,006
Unrealized loss on interest rate swaps	(31,401)	0
Comprehensive loss	$ (62,254)	$ (5,461)

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2018		21,489,112
Beginning balance at Dec. 31, 2018	$ 87,307	$ 2	$ 180,481	$ (7,501)	$ (85,675)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in business combination (in shares)		3,651
Issuance of common stock in business combination	(30)		(30)
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		49,537
Issuance of stock under Company plans, net of shares withheld for tax	(1,379)		(1,379)
Stock-based compensation	4,628		4,628
Foreign currency translation adjustment	(637)			(637)
Unrealized translation gain (loss) on foreign currency denominated intercompany loans	3,006			3,006
Unrealized loss on interest rate swaps	0
Net loss	(7,830)				(7,830)
Ending balance (in shares) at Mar. 31, 2019		21,443,226
Ending balance at Mar. 31, 2019	$ 85,065	$ 2	183,700	(5,132)	(93,505)
Beginning balance (in shares) at Dec. 31, 2019	25,250,120	25,250,120
Beginning balance at Dec. 31, 2019	$ 212,861	$ 3	345,127	(1,223)	(131,046)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		55,307
Issuance of stock under Company plans, net of shares withheld for tax	(714)		(714)
Issuance of stock, net of issuance costs	(13)	$ 0	(13)
Stock-based compensation	9,320		9,320
Foreign currency translation adjustment	(3,459)			(3,459)
Unrealized translation gain (loss) on foreign currency denominated intercompany loans	(7,313)			(7,313)
Unrealized loss on interest rate swaps	(31,401)			(31,401)
Net loss	$ (20,081)				(20,081)
Ending balance (in shares) at Mar. 31, 2020	25,305,427	25,305,427
Ending balance at Mar. 31, 2020	$ 159,092	$ 3	$ 353,720	$ (43,396)	$ (151,235)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating activities
Net loss	$ (20,081)	$ (7,830)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	11,737	7,387
Deferred income taxes	(4,348)	(2,811)
Amortization of deferred costs	894	801
Foreign currency re-measurement loss	587	(171)
Non-cash interest and other expense	552	283
Non-cash stock compensation expense	9,320	4,628
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable	(1,664)	5,980
Prepaids and other	(2,778)	(1,268)
Accounts payable	(3,439)	(269)
Accrued expenses and other liabilities	(5,942)	(766)
Deferred revenue	9,853	(1,087)
Net cash provided by (used in) operating activities	(5,309)	4,877
Investing activities
Purchase of property and equipment	(296)	(173)
Purchase of customer relationships	(201)	0
Purchase business combinations, net of cash acquired	(67,651)	(2,999)
Net cash used in investing activities	(68,148)	(3,172)
Financing activities
Payments on finance leases	(55)	(233)
Proceeds from notes payable, net of issuance costs	(72)	(120)
Payments on notes payable	(1,350)	(1,781)
Taxes paid related to net share settlement of equity awards	(768)	(1,504)
Issuance of common stock, net of issuance costs	41	96
Additional consideration paid to sellers of businesses	(1,000)	(1,258)
Net cash used in financing activities	(3,204)	(4,800)
Effect of exchange rate fluctuations on cash	325	379
Change in cash and cash equivalents	(76,336)	(2,716)
Cash and cash equivalents, beginning of period	175,024	16,738
Cash and cash equivalents, end of period	98,688	14,022
Supplemental disclosures of cash flow information:
Cash paid for interest, net of interest rate swaps	7,435	4,854
Cash paid for taxes	508	758
Sales commissions paid, net of amortization of deferred commissions	1,250	1,184
Non-cash investing and financing activities:
Business combination consideration including holdbacks and earnouts	345	0
Equipment acquired pursuant to financing lease obligations	$ 0	$ 44

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	1. Summary of Significant Accounting Policies Basis of Presentation These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Upland Software, Inc. and its wholly owned subsidiaries (collectively referred to as “Upland”, the “Company”, “we” or “us”). All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. There have been no significant changes in the Company’s accounting policies since December 31, 2020, except as discussed below with respect to the Company’s adoption of ASU 2016-13. The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, in all material respects, and include all adjustments of a normal recurring nature necessary for a fair presentation. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other period. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on March 2, 2020. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed 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 credit losses, 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. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of May 8, 2020, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. 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. To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts. Changes in the allowance for credit losses were not material for the three months ended March 31, 2020. No individual customer represented more than 10% of total revenues for the three or three months ended March 31, 2020, or more than 10% of accounts receivable as of March 31, 2020 or December 31, 2019. Derivatives The Company 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 loans from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the 7 year term of the debt. ASC 815 requires entities to recognize derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company assessed the effectiveness of the hedging relationship under the hypothetical derivative method and noted that all of the critical terms of the hypothetical derivative and hedging instrument were the same. The hedging relationship continues to limit the Company’s exposure to the variability in interest rates under the Company’s term loans and related cash outflows. As such, the Company has deemed this hedging relationship as highly effective in offsetting cash flows attributable to hedged risk (variability in forecasted monthly interest payments) for the term of the term loans and interest rate swap agreements. All derivative financial instruments are recorded at fair value as a net asset or liability in the accompanying condensed consolidated balance sheets. As of March 31, 2020 the fair value of the interest rate swaps included in Other long term-liabilities in the Company's condensed consolidated balance sheets was $29.0 million. As of December 31, 2019 the fair value of the interest rate swaps included in Other assets in the Company's condensed consolidated balance sheets was $2.4 million. 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 condensed 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 and long–term debt. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company. Recent Accounting Pronouncements Recently issued accounting pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company does not anticipate the adoption of this standard to have a material impact on its consolidated financial statements. Recently adopted accounting pronouncements 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 adopted this guidance in the first quarter of 2020 with no material impact on its 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. The Company adopted this guidance in the first quarter of 2020 and as a result of the adoption recorded a cumulative-effect adjustment to decrease the beginning balance of Accumulated deficit in the amount of $0.1 million, which represents the accelerated recognition of credit losses related to our trade receivables under the expected credit loss model of calculating our current expected credit losses compared to the previous incurred loss model.

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2020
Business Combinations [Abstract]
Acquisitions	2. Acquisitions The Company performs quantitative and qualitative analyses to determine the significance of each acquisition to the financial statements the Company. Based on these analyses the below acquisitions were deemed to be insignificant on an individual and cumulative basis. 2020 Acquisitions Acquisitions completed during the three months ended March 31, 2020 include the following: • Localytics - 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”), a provider of mobile app personalization and analytics solutions. Revenues recorded since the acquisition date through March 31, 2020 were approximately $2.5 million. 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”), and Postup Digital, LLC, a Texas limited liability company, an Austin-based company providing email and audience development solutions for publishing & media brands. • Kapost - On May 24, 2019, the Company completed of its purchase of the shares comprising the entire issued share capital of Daily Inches, Inc., d/b/a Kapost, a Delaware corporation (“Kapost”), a leading content operations platform provider for sales and marketing. • 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 leading cloud-based telecom expense management platform. • 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. • Altify - On October 4, 2019, the Company’s wholly owned subsidiary, Upland Software UK, a limited company incorporated under the laws of England and Wales, 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. Consideration The following table summarizes the consideration transferred for the acquisitions described above (in thousands): Localytics Altify InGenius Cimpl Kapost Postup Cash $ 67,655 $ 84,000 $ 26,428 $ 23,071 $ 45,000 $ 34,825 Holdback (1) 345 — 3,000 2,600 5,000 175 Contingent consideration (2) 1,000 — 4,865 — — — Working capital adjustment — — — — (601) — Total consideration $ 69,000 $ 84,000 $ 34,293 $ 25,671 $ 49,399 $ 35,000 (1) Represents cash holdbacks subject to indemnification claims that are payable 12 months following closing for Localytics, InGenius, Cimpl, Kapost and Postup. (2) Represents the acquisition date 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. The maximum potential payout for the InGenius and Localytics earn-outs are $15.0 million and $1.0 million, respectively. Refer to Note 3 for further discussion regarding the calculation of fair value of acquisition related earn-outs. Fair Value of Assets Acquired and Liabilities Assumed The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting and, accordingly, recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The purchase accounting for the 2019 acquisition of Altify and the 2020 acquisition of Localytics are preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects, specifically the tax impact not being finalized as of March 31, 2020. In addition, the valuation of intangible assets for Localytics was not finalized as of March 31, 2020. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to complete its purchase price allocations for these acquisitions in the second half of 2020. The following condensed table presents the preliminary and finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions in during the year ended December 31, 2019 and through the three months ended March 31, 2020, as well as assets and liabilities (in thousands): Preliminary Final Localytics Altify InGenius Cimpl Kapost Postup Year Acquired 2020 2019 2019 2019 2019 2019 Cash $ — $ 730 $ 11 $ 142 $ — $ 19 Accounts receivable 3,648 6,629 1,456 1,041 3,901 1,054 Other current assets 6,325 889 317 278 1,066 1,373 Tax credits receivable — 916 1,489 1,383 — — Operating lease right-of-use asset 7,605 1,085 1,099 230 2,136 — Property and equipment 409 139 364 233 686 743 Customer relationships 30,500 50,954 11,208 12,430 23,735 10,667 Trade name 300 1,112 424 216 787 468 Technology 6,600 7,648 4,576 3,240 5,756 2,943 Goodwill 39,646 34,426 24,141 12,928 20,953 21,973 Other assets 6 378 — 6 — — Total assets acquired 95,039 104,906 45,085 32,127 59,020 39,240 Accounts payable (2,382) (1,499) (128) (305) (50) (447) Accrued expense and other (6,752) (3,901) (2,807) (1,206) (3,724) (530) Deferred tax liabilities (4,258) (7,083) (4,897) (4,595) (1,954) (3,248) Deferred revenue (4,812) (7,907) (2,960) (350) (3,893) (15) Operating lease liabilities (7,835) (516) — — — — Total liabilities assumed (26,039) (20,906) (10,792) (6,456) (9,621) (4,240) Total consideration $ 69,000 $ 84,000 $ 34,293 $ 25,671 $ 49,399 $ 35,000 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 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 three months ended March 31, 2020 and the year ended December 31, 2019 (in years): Useful Life March 31, 2020 December 31, 2019 Customer relationships 8.0 9.8 Trade name 2.0 9.2 Developed technology 5.0 7.9 Total weighted-average useful life 7.4 9.5 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 management's estimates and assumptions. The change in the preliminary acquisition-date fair value of assets and liabilities for Altify during the three months ended March 31, 2020 was related primarily to a $1.0 million decrease in deferred tax liabilities. The goodwill of $154.1 million for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition. Goodwill deductible for tax purposes at the time of acquisition was $6.2 million. Total transaction related expenses incurred with respect to acquisition activity during the three months ended March 31, 2020 and March 31, 2019 were $3.3 million and $0.4 million, respectively. Transaction related expenses, excluding transformation costs, include expenses such as banker fees, legal and professional fees, insurance costs, and deal bonuses. Other Acquisitions and Divestitures From time to time we may purchase or sell customer relationships that meet certain criteria. During the three months ended March 31, 2020 and year ended December 31, 2019 we completed customer relationship acquisitions totaling $0.2 million and $1.6 million, respectively. 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 condensed 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	3 Months Ended
	Mar. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	3. Fair Value Measurements Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three–tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs, such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, which therefore requires an entity to develop its own assumptions. As of March 31, 2020 and December 31, 2019, 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 condensed consolidated statement 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 condensed consolidated balance sheets. In connection with entering into, and expanding, the Company's current credit facility, as discussed further in Note 6. Debt, the Company entered into interest rate swaps for the full 7 year term of the Company's term loans, effectively fixing our interest rate at 5.4% for the full value $540 million of the term loans. The fair value of the Company's swaps are 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. As of March 31, 2020 and December 31, 2019 the fair value of the interest rate swaps are included in Other long term-liabilities and Other assets, respectively, on the Company's condensed consolidated balance sheets. Liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at March 31, 2020 (unaudited) Level 1 Level 2 Level 3 Total Liabilities Earnout consideration liability $ — $ — $ 4,565 $ 4,565 Interest rate swap liability $ — $ 28,977 $ — $ 28,977 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 The increase in cash earnouts from December 31, 2019 to March 31, 2020 is related primarily to the change in fair value of earnouts related to InGenius. The following table presents additional information about earnout consideration liabilities measured at fair value on a recurring basis and for which the Company has utilized significant unobservable (Level 3) inputs to determine fair value (in thousands): March 31, 2020 (unaudited) Balance at December 31, 2019 $ 4,394 Remeasurement adjustments: Gain included in earnings 171 Acquisitions and settlements: Acquisitions 1,000 Settlements (1) (1,000) Balance at March 31, 2020 $ 4,565 (1) Includes a $1.0 million payment for the outstanding balance of earnout liabilities related to the acquisition of Localytics as describe in Note 2. Acquisitions. The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows: Fair Value at March 31, 2020 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: $ 4,565 Binary option model Expected future annual revenue streams and probability of achievement 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 of the InGenius earnout is calculated as the lessor of 1) new annualized recurring revenue ("ARR") added during the earnout valuation period multiplied by a contracted earnout multiplier; or 2) $15.0 million. On a quarterly basis management estimates the new ARR expected to be added during the earnout valuation period as of the reporting date. Sensitivity to Changes in Significant Unobservable Inputs As presented in the table above, the significant unobservable inputs used in the fair value measurement of contingent consideration related to business acquisitions are forecasts of expected future annual revenues as developed by the Company's management and the probability of achievement of those revenue forecast. Significant increases (decreases) in these unobservable inputs in isolation would likely result in a significantly (lower) higher fair value measurement. Debt The Company believes the carrying value of its long-term debt at March 31, 2020 approximates its fair value based on the variable interest rate feature or based upon interest rates currently available to the Company.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	3 Months Ended
	Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	4. Goodwill and Other Intangible Assets Changes in the Company’s goodwill balance for the three months ended March 31, 2020 are summarized in the table below (in thousands): Balance at December 31, 2019 $ 346,134 Acquired in business combinations 39,646 Adjustment related to prior year business combinations (996) Foreign currency translation adjustment (7,039) Balance at March 31, 2020 $ 377,745 Net intangible assets include the estimated acquisition-date fair values of customer relationships, marketing-related assets, and developed technology that the Company recorded as part of its business acquisitions. The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying March 31, 2020: Customer relationships 1-10 $ 307,854 $ 61,530 $ 246,324 Trade name 1.5-10 8,953 4,042 4,911 Developed technology 4-9 76,577 25,342 51,235 Non-compete agreements 3 1,148 670 478 Total intangible assets $ 394,532 $ 91,584 $ 302,948 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 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. During the three months ended March 31, 2020, the Company considered the current market and economic condition arising from the COVID-19 pandemic to be a potential indicator of impairment of the Company’s intangible assets and goodwill. Based on management’s qualitative review no impairment of intangible assets or goodwill was identified. During 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. Total amortization expense during the three months ended March 31, 2020 and March 31, 2019 was $11.2 million and $6.8 million, respectively. The Company has historically performed its annual goodwill and indefinite-lived intangible asset impairment test as of October 31 st . During the first quarter of 2020 the Company decided to change the date of its annual impairment test to the first day of its fourth fiscal quarter, October 1 st . This change was made to improve alignment with our quarterly financial reporting process and our annual planning and budgeting process. In connection with the change in the date of our annual goodwill and indefinite-lived intangible asset impairment test the Company will also perform a qualitative assessment as of October 31, 2020 to ensure the change does not result in the delay, acceleration or avoidance of an impairment charge. Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2020 $ 33,275 2021 42,822 2022 40,290 2023 38,244 2024 35,603 2025 and thereafter 112,714 Total $ 302,948

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	5. Income Taxes The Company’s income tax benefit from (provision for) the three months ended March 31, 2020 and March 31, 2019 reflects its estimate of the effective tax rates expected to be applicable for the full years, adjusted for any discrete events that are recorded in the period in which they occur. The estimates are re-evaluated each quarter based on the estimated tax expense for the full year. The tax benefit of $4.3 million recorded for the three months ended March 31, 2020 is primarily related to the deferred tax benefit attributable to the release of valuation allowance related to the acquisition of deferred tax liabilities associated with the Localytics business combination, as discussed in Note 2. Acquisitions, and foreign income taxes associated with our combined non-U.S. operations. These tax benefits are offset by changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill and state taxes in certain states in which the Company does not file on a consolidated basis or have net operating loss carryforwards. The tax benefit of $0.6 million recorded for the three months ended March 31, 2019 is primarily related to foreign income taxes associated with our combined non-U.S. operations, changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill and state taxes in certain states in which the Company does not file on a consolidated basis or have net operating loss carryforwards. The Company has historically incurred operating losses in the United States and, given its cumulative losses and limited history of profits, has recorded a valuation allowance against its United States net deferred tax assets, exclusive of tax deductible goodwill, at March 31, 2020 and March 31, 2019, respectively. As of March 31, 2020, Upland had $321 million of total net operating loss carryforwards of which approximately $197 million will be available for utilization prior to expiration. These balances include the net operating losses disclosed as of December 31, 2019 and the estimated net operating losses acquired in the current year via acquisitions based on information available as of March 31, 2020. The net operating loss carryforwards available for utilization prior to expiration consist of approximately $166 million and $31 million of U.S. federal and foreign net operating loss carryforwards, respectively. The Company has reflected any uncertain tax positions primarily within its long-term taxes payable and a portion within deferred tax assets. 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. U.S. 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	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Debt	6. Debt Long-term debt consisted of the following at March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Senior secured loans (includes unamortized discount of $13,096 and $13,576 based on an imputed interest rate of 5.9% and 5.8%, at March 31, 2020 and December 31, 2019, respectively) $ 524,204 $ 525,074 Less current maturities (3,191) (3,193) Total long-term debt $ 521,013 $ 521,881 Credit Facility On August 6, 2019, the Company entered into a credit agreement (the “Credit Facility”) which provides for (i) a fully-drawn $350 million, 7 year, senior secured term loan B facility (the “Term Loan”) and (ii) a new $60 million, 5 year, revolving credit facility (the “Revolver”) that was fully available as of March 31, 2020. The Credit Facility replaced the Company's previous credit agreement. All outstanding balances under our previous credit facility were paid off using proceeds from our new Credit Facility. On November 26, 2019 (the “Closing Date”), 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 Facility 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 Facility are entitled to a premium in the event of certain prepayments or repricings of the Term Loan made within six months of the Closing Date 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 March 31, 2020, the fair value of the interest rate swap was $29.0 million liability as a result of a decline in short term interest rates. In the next twelve months, the Company estimates that $4.7 million will be reclassified from Accumulated other comprehensive income (loss) and recorded as an increase to Interest expense. Three Months Ended March 31, 2020 (Loss) gain recognized in Other comprehensive income on derivative financial instruments $ (31,401) (Loss) gain reclassified from Other comprehensive income to Interest expense $ 66 Total Interest expense in which the effects of cash flow hedges are recorded $ (7,397) 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 March 31, 2020, 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 Facility has no financial covenants as long as less than 35% of the Revolver is drawn as of the last day of any fiscal quarter. If 35% of the Revolver is drawn as of the last day of a given fiscal quarter the Company will be required 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. In addition, the Credit Facility 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 March 31, 2020 the Company was in compliance with all covenants under the Credit Facility. Cash interest costs averaged 5.4% and 6.0% for the three months ended March 31, 2020 and for the year ended December 31, 2019, respectively. In addition, as of March 31, 2020 and December 31, 2019 the Company had $13.1 million and $13.6 million, respectively, of unamortized deferred financing costs associated with the Credit Facility. These financing costs will be amortized to non-cash interest expense over the remaining term of the Credit Facility. 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 during the year ended December 31, 2019 as Loss on debt extinguishment, related to the unamortized debt discount on our previous term loan.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2020
Earnings Per Share [Abstract]
Net Loss Per Share	7. Net Loss Per Share The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended March 31, 2020 2019 Numerator: Net Loss $ (20,081) $ (7,830) Denominator: Weighted–average common shares outstanding, basic and diluted 24,906,932 20,442,626 Net loss per common share, basic and diluted $ (0.81) $ (0.38) Due to the net losses for the three months ended March 31, 2020 and March 31, 2019, respectively, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti–dilutive. The following table sets forth the anti–dilutive common share equivalents as of March 31, 2020 and March 31, 2019: March 31, 2020 2019 Stock options 320,913 390,754 Restricted stock awards 318,045 939,809 Restricted stock units 1,848,066 380,950 Performance restricted stock units 66,297 — Total anti–dilutive common share equivalents 2,553,321 1,711,513

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. 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 March 31, 2020, the remaining aggregate minimum purchase commitment under these arrangements was approximately $10.8 million through 2024. Obligations under contracts that we can cancel without a significant penalty are not included. In addition, the Company purchased software development services pursuant to a technology services agreement with DevFactory FZ-LLC for the three months ended March 31, 2020 and March 31, 2019 totaling $1.9 million and $1.2 million, respectively. The remaining purchase obligation after March 31, 2020 through December 31, 2020 is $5.5 million. See Note 12. Related Party Transactions for more information regarding our purchase commitment to this related party. Litigation In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. At this time, the Company is not involved in any current or pending legal proceedings, and does not anticipate any legal proceedings, that may have a material adverse affect on the Company's condensed consolidated balances sheets or condensed consolidated statement of operations.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Stockholders' Equity	9. Stockholders' Equity Registration Statement On December 12, 2018, the Company filed a registration statement on Form S-3 (File No. 333-228767) (the “S-3”), to register Upland securities in an aggregate amount of up to $250.0 million for offerings from time to time. On May 13, 2019, the Company completed a registered underwritten public offering pursuant to the S-3 of 3,795,000 shares of the Company's $0.0001 par value common stock for an offering price to the public of $42.00 per share. This included the 495,000 shares issuable pursuant to a fully exercised option to purchase additional shares granted to the underwriters of the offering. The net proceeds of the offering of $151.1 million, net of issuance costs of $8.3 million, 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 condensed 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 condensed consolidated balance sheets at the dates indicated (in thousands): March 31, December 31, Foreign currency translation adjustment $ (7,989) $ (4,530) Unrealized translation gain (loss) on foreign currency denominated intercompany loans (6,430) 883 Unrealized gain (loss) on interest rate swaps (28,977) 2,424 Total accumulated other comprehensive loss $ (43,396) $ (1,223) 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 three months ended March 31, 2020 and March 31, 2019, a foreign currency translation adjustment loss of $7.3 million and gain of $3.0 million, respectively, was recognized as a component of accumulated other comprehensive income (loss) related to this long-term intercompany loan. Stock-Based Compensation The Company recognized stock-based compensation expense from all awards in the following expense categories (in thousands): Three Months Ended March 31, 2020 2019 Cost of revenue $ 318 $ 160 Research and development 615 322 Sales and marketing 549 139 General and administrative 7,838 4,007 Total $ 9,320 $ 4,628 Restricted Stock Units Beginning in 2019, the Company began granting restricted stock units under its 2014 Stock Incentive Plan, in lieu of restricted stock awards, primarily for stock plan administrative purposes. Restricted stock unit activity during the three months ended March 31, 2020 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2019 790,807 $ 39.55 Units granted 1,221,273 40.82 Units vested (104,212) 41.80 Awards forfeited (59,802) 42.07 Unvested balances at March 31, 2020 1,848,066 $ 40.18 Performance Based Restricted Stock Units In 2020 fifty percent of the awards made to our Chief Executive Officer were performance based restricted stock units ("PRSUs"). The PRSU agreement provides that the quantity of units subject to vesting may range from 0% to 300% of the units granted per the table below based on the Company's absolute total shareholder return at the end of the eighteen PRSU activity during the three months ended March 31, 2020 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2019 — $ — Units granted 66,297 41.48 Unvested balances at March 31, 2020 66,297 $ 41.48 Restricted Stock Awards Restricted share activity during the three months ended March 31, 2020 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2019 371,217 $ 28.26 Awards vested (29,502) 28.79 Awards forfeited (23,670) 28.44 Unvested balances at March 31, 2020 318,045 $ 28.20 Stock Option Activity Stock option activity during the three months ended March 31, 2020 was as follows: Number of Weighted– Outstanding at December 31, 2019 329,698 $ 8.57 Options exercised (8,712) 6.13 Options forfeited — — Options expired (73) 1.79 Outstanding at March 31, 2020 320,913 $ 8.64

Revenue Recognition

Revenue Recognition	3 Months Ended
	Mar. 31, 2020
Revenue from Contract with Customer [Abstract]
Revenue Recognition	10. 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 condensed 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 condensed consolidated balance sheets at the end of each reporting period. Unbilled Receivables Unbilled receivables represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for software licenses already delivered and professional services already performed, but billed in arrears and for which the Company believes it has an unconditional right to payment. As of March 31, 2020 and December 31, 2019, unbilled receivables were $5.7 million and $5.1 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 condensed consolidated statements of operations. Deferred commissions are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable consistent with the Company's long-lived assets policy. No indicators of impairment were identified during the three months ended March 31, 2020. The following table presents the activity impacting deferred commissions for the three months ended March 31, 2020 (in thousands): Balance at December 31, 2019 $ 11,822 Capitalized deferred commissions 2,144 Amortization of deferred commissions (894) Balance at March 31, 2020 $ 13,072 Deferred Revenue Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. Deferred revenue is mainly unearned revenue related to subscription services and support services. During the three months ended March 31, 2020, we recognized $30.4 million and $1.6 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 three months ended March 31, 2020 we recognized $1.7 million in revenue that was included in the acquired deferred revenue balance of our 2020 acquisition as disclosed in Note 2. Acquisitions. Remaining Performance Obligations As of March 31, 2020, approximately $245.5 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 67% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. Disaggregated Revenue The Company disaggregates revenue from contracts with customers by geography and revenue generating activity, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customers' users are located. The ship-to country is generally the same as the billing country. The Company has operations primarily in the U.S., United Kingdom and Canada. Information about these operations is presented below (in thousands): Three Months Ended March 31, 2020 2019 Revenues: Subscription and support: United States $ 45,971 $ 29,839 United Kingdom 9,996 9,316 Canada 4,582 2,384 Other International 3,342 3,444 Total subscription and support revenue 63,891 44,983 Perpetual license: United States 282 568 United Kingdom 16 9 Canada 21 42 Other International 42 38 Total perpetual license revenue 361 657 Professional services: United States 2,711 1,980 United Kingdom 814 491 Canada 138 120 Other International 117 262 Total professional service revenue 3,780 2,853 Total revenue $ 68,032 $ 48,493

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	12. Related Party Transactions We are a party to two agreements with companies controlled by a non-management investor in the Company: • On March 28, 2017, the Company entered into an amendment to the Amended and Restated Technology Services Agreement with DevFactory FZ LLC ("DevFactory") to extend the initial term end date from December 31, 2017 to December 31, 2021. Additionally, the Company amended the option for either party to renew annually for one • The Company purchased services from Crossover, Inc. ("Crossover"), a company controlled by ESW Capital, LLC (a non-management investor) during the three months ended March 31, 2020 and March 31, 2019 of approximately $1.1 million and $1.0 million, respectively. Crossover provides a proprietary technology system to help the Company identify, screen, select, assign, and connect with necessary resources from time to time to perform technology software development and other services throughout the Company, and track productivity of such resources. While there are no purchase commitments with Crossover, the Company continues to use its services in 2020. As of March 31, 2020 and December 31, 2019 amounts included in accounts payable owed to this company totaled $0.6 million and $0.4 million, respectively. The Company has an arrangement with a former subsidiary, Visionael Corporation ("Visionael"), to provide management, human resource, payroll and administrative services. John T. McDonald, the Company's Chief Executive Officer and Chairman of the Board, beneficially holds an approximate 26.18% interest in Visionael. The Company received fees from this arrangement during the three months ended March 31, 2020 and March 31, 2019 totaling $15,000 and $15,000, respectively.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Upland Software, Inc. and its wholly owned subsidiaries (collectively referred to as “Upland”, the “Company”, “we” or “us”). All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. There have been no significant changes in the Company’s accounting policies since December 31, 2020, except as discussed below with respect to the Company’s adoption of ASU 2016-13. The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, in all material respects, and include all adjustments of a normal recurring nature necessary for a fair presentation. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other period. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on March 2, 2020.
Use of Estimates	Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed 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 credit losses, 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. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of May 8, 2020, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
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. To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts. Changes in the allowance for credit losses were not material for the three months ended March 31, 2020.
Derivatives	The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company assessed the effectiveness of the hedging relationship under the hypothetical derivative method and noted that all of the critical terms of the hypothetical derivative and hedging instrument were the same. The hedging relationship continues to limit the Company’s exposure to the variability in interest rates under the Company’s term loans and related cash outflows. As such, the Company has deemed this hedging relationship as highly effective in offsetting cash flows attributable to hedged risk (variability in forecasted monthly interest payments) for the term of the term loans and interest rate swap agreements. All derivative financial instruments are recorded at fair value as a net asset or liability in the accompanying condensed consolidated balance sheets. As of March 31, 2020 the fair value of the interest rate swaps included in Other long term-liabilities in the Company's condensed consolidated balance sheets was $29.0 million. As of December 31, 2019 the fair value of the interest rate swaps included in Other assets in the Company's condensed consolidated balance sheets was $2.4 million.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 condensed 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently issued accounting pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company does not anticipate the adoption of this standard to have a material impact on its consolidated financial statements. Recently adopted accounting pronouncements 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
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 condensed 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 condensed consolidated balance sheets at the end of each reporting period.

Acquisitions (Tables)

Acquisitions (Tables)	3 Months Ended
	Mar. 31, 2020
Business Combinations [Abstract]
Schedule of consideration paid for acquisitions	The following table summarizes the consideration transferred for the acquisitions described above (in thousands): Localytics Altify InGenius Cimpl Kapost Postup Cash $ 67,655 $ 84,000 $ 26,428 $ 23,071 $ 45,000 $ 34,825 Holdback (1) 345 — 3,000 2,600 5,000 175 Contingent consideration (2) 1,000 — 4,865 — — — Working capital adjustment — — — — (601) — Total consideration $ 69,000 $ 84,000 $ 34,293 $ 25,671 $ 49,399 $ 35,000 (1) Represents cash holdbacks subject to indemnification claims that are payable 12 months following closing for Localytics, InGenius, Cimpl, Kapost and Postup. (2) Represents the acquisition date 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. The maximum potential payout for the InGenius and Localytics earn-outs are $15.0 million and $1.0 million, respectively. Refer to Note 3 for further discussion regarding the calculation of fair value of acquisition related earn-outs.
Schedule of assets and liabilities assumed through acquisition	The following condensed table presents the preliminary and finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions in during the year ended December 31, 2019 and through the three months ended March 31, 2020, as well as assets and liabilities (in thousands): Preliminary Final Localytics Altify InGenius Cimpl Kapost Postup Year Acquired 2020 2019 2019 2019 2019 2019 Cash $ — $ 730 $ 11 $ 142 $ — $ 19 Accounts receivable 3,648 6,629 1,456 1,041 3,901 1,054 Other current assets 6,325 889 317 278 1,066 1,373 Tax credits receivable — 916 1,489 1,383 — — Operating lease right-of-use asset 7,605 1,085 1,099 230 2,136 — Property and equipment 409 139 364 233 686 743 Customer relationships 30,500 50,954 11,208 12,430 23,735 10,667 Trade name 300 1,112 424 216 787 468 Technology 6,600 7,648 4,576 3,240 5,756 2,943 Goodwill 39,646 34,426 24,141 12,928 20,953 21,973 Other assets 6 378 — 6 — — Total assets acquired 95,039 104,906 45,085 32,127 59,020 39,240 Accounts payable (2,382) (1,499) (128) (305) (50) (447) Accrued expense and other (6,752) (3,901) (2,807) (1,206) (3,724) (530) Deferred tax liabilities (4,258) (7,083) (4,897) (4,595) (1,954) (3,248) Deferred revenue (4,812) (7,907) (2,960) (350) (3,893) (15) Operating lease liabilities (7,835) (516) — — — — Total liabilities assumed (26,039) (20,906) (10,792) (6,456) (9,621) (4,240) Total consideration $ 69,000 $ 84,000 $ 34,293 $ 25,671 $ 49,399 $ 35,000
Schedule of weighted-average amortization period	The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the three months ended March 31, 2020 and the year ended December 31, 2019 (in years): Useful Life March 31, 2020 December 31, 2019 Customer relationships 8.0 9.8 Trade name 2.0 9.2 Developed technology 5.0 7.9 Total weighted-average useful life 7.4 9.5

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of liabilities measured at fair value on a recurring basis	Liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at March 31, 2020 (unaudited) Level 1 Level 2 Level 3 Total Liabilities Earnout consideration liability $ — $ — $ 4,565 $ 4,565 Interest rate swap liability $ — $ 28,977 $ — $ 28,977 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
Schedule of liabilities measured at fair value on a recurring basis which unobservable inputs are utilized	The following table presents additional information about earnout consideration liabilities measured at fair value on a recurring basis and for which the Company has utilized significant unobservable (Level 3) inputs to determine fair value (in thousands): March 31, 2020 (unaudited) Balance at December 31, 2019 $ 4,394 Remeasurement adjustments: Gain included in earnings 171 Acquisitions and settlements: Acquisitions 1,000 Settlements (1) (1,000) Balance at March 31, 2020 $ 4,565 (1) Includes a $1.0 million payment for the outstanding balance of earnout liabilities related to the acquisition of Localytics as describe in Note 2. Acquisitions.
Significant unobservable inputs used in fair value measurement	The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows: Fair Value at March 31, 2020 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: $ 4,565 Binary option model Expected future annual revenue streams and probability of achievement 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

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	Changes in the Company’s goodwill balance for the three months ended March 31, 2020 are summarized in the table below (in thousands): Balance at December 31, 2019 $ 346,134 Acquired in business combinations 39,646 Adjustment related to prior year business combinations (996) Foreign currency translation adjustment (7,039) Balance at March 31, 2020 $ 377,745
Summary of intangible assets, net	The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying March 31, 2020: Customer relationships 1-10 $ 307,854 $ 61,530 $ 246,324 Trade name 1.5-10 8,953 4,042 4,911 Developed technology 4-9 76,577 25,342 51,235 Non-compete agreements 3 1,148 670 478 Total intangible assets $ 394,532 $ 91,584 $ 302,948 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 annual amortization expense	Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2020 $ 33,275 2021 42,822 2022 40,290 2023 38,244 2024 35,603 2025 and thereafter 112,714 Total $ 302,948

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Schedule of long-term debt	Long-term debt consisted of the following at March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Senior secured loans (includes unamortized discount of $13,096 and $13,576 based on an imputed interest rate of 5.9% and 5.8%, at March 31, 2020 and December 31, 2019, respectively) $ 524,204 $ 525,074 Less current maturities (3,191) (3,193) Total long-term debt $ 521,013 $ 521,881
Schedule of debt, interest rate swap	Three Months Ended March 31, 2020 (Loss) gain recognized in Other comprehensive income on derivative financial instruments $ (31,401) (Loss) gain reclassified from Other comprehensive income to Interest expense $ 66 Total Interest expense in which the effects of cash flow hedges are recorded $ (7,397)

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2020
Earnings Per Share [Abstract]
Computations of loss per share	The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended March 31, 2020 2019 Numerator: Net Loss $ (20,081) $ (7,830) Denominator: Weighted–average common shares outstanding, basic and diluted 24,906,932 20,442,626 Net loss per common share, basic and diluted $ (0.81) $ (0.38)
Schedule of anti–dilutive common share equivalents	The following table sets forth the anti–dilutive common share equivalents as of March 31, 2020 and March 31, 2019: March 31, 2020 2019 Stock options 320,913 390,754 Restricted stock awards 318,045 939,809 Restricted stock units 1,848,066 380,950 Performance restricted stock units 66,297 — Total anti–dilutive common share equivalents 2,553,321 1,711,513

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Schedule of accumulated other comprehensive income (loss)	The following table shows the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section of our condensed consolidated balance sheets at the dates indicated (in thousands): March 31, December 31, Foreign currency translation adjustment $ (7,989) $ (4,530) Unrealized translation gain (loss) on foreign currency denominated intercompany loans (6,430) 883 Unrealized gain (loss) on interest rate swaps (28,977) 2,424 Total accumulated other comprehensive loss $ (43,396) $ (1,223)
Schedule of allocated share-based compensation expense	The Company recognized stock-based compensation expense from all awards in the following expense categories (in thousands): Three Months Ended March 31, 2020 2019 Cost of revenue $ 318 $ 160 Research and development 615 322 Sales and marketing 549 139 General and administrative 7,838 4,007 Total $ 9,320 $ 4,628
Restricted stock unit activity	Restricted stock unit activity during the three months ended March 31, 2020 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2019 790,807 $ 39.55 Units granted 1,221,273 40.82 Units vested (104,212) 41.80 Awards forfeited (59,802) 42.07 Unvested balances at March 31, 2020 1,848,066 $ 40.18
Performance based restricted stock unit activity	PRSU activity during the three months ended March 31, 2020 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2019 — $ — Units granted 66,297 41.48 Unvested balances at March 31, 2020 66,297 $ 41.48
Restricted stock awards	Restricted Stock Awards Restricted share activity during the three months ended March 31, 2020 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2019 371,217 $ 28.26 Awards vested (29,502) 28.79 Awards forfeited (23,670) 28.44 Unvested balances at March 31, 2020 318,045 $ 28.20
Schedule of stock option activity	Stock option activity during the three months ended March 31, 2020 was as follows: Number of Weighted– Outstanding at December 31, 2019 329,698 $ 8.57 Options exercised (8,712) 6.13 Options forfeited — — Options expired (73) 1.79 Outstanding at March 31, 2020 320,913 $ 8.64

Revenue Recognition (Tables)

Revenue Recognition (Tables)	3 Months Ended
	Mar. 31, 2020
Revenue from Contract with Customer [Abstract]
Deferred commissions	The following table presents the activity impacting deferred commissions for the three months ended March 31, 2020 (in thousands): Balance at December 31, 2019 $ 11,822 Capitalized deferred commissions 2,144 Amortization of deferred commissions (894) Balance at March 31, 2020 $ 13,072
Disaggregation of revenue	The Company has operations primarily in the U.S., United Kingdom and Canada. Information about these operations is presented below (in thousands): Three Months Ended March 31, 2020 2019 Revenues: Subscription and support: United States $ 45,971 $ 29,839 United Kingdom 9,996 9,316 Canada 4,582 2,384 Other International 3,342 3,444 Total subscription and support revenue 63,891 44,983 Perpetual license: United States 282 568 United Kingdom 16 9 Canada 21 42 Other International 42 38 Total perpetual license revenue 361 657 Professional services: United States 2,711 1,980 United Kingdom 814 491 Canada 138 120 Other International 117 262 Total professional service revenue 3,780 2,853 Total revenue $ 68,032 $ 48,493

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	Aug. 06, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Nov. 26, 2019
Offsetting Assets [Line Items]
Accumulated deficit		$ (151,235,000)		$ (131,046,000)
Unrealized loss on interest rate swaps		(31,401,000)	$ 0
Operating lease right-of-use asset		12,353,000		8,056,000
Operating lease liabilities, current		3,828,000		2,533,000
Operating lease liabilities, noncurrent		11,515,000		5,862,000
Accounting Standards Update 2016-13
Offsetting Assets [Line Items]
Accumulated deficit		100,000
Recurring Measurement Basis
Offsetting Assets [Line Items]
Earnout consideration liability		4,565,000		4,394,000
Level 1 | Recurring Measurement Basis
Offsetting Assets [Line Items]
Earnout consideration liability		0		0
Level 2 | Recurring Measurement Basis
Offsetting Assets [Line Items]
Earnout consideration liability		0		0
Level 3 | Recurring Measurement Basis
Offsetting Assets [Line Items]
Earnout consideration liability				$ 4,394,000
Interest rate swap
Offsetting Assets [Line Items]
Derivative liability, fair value, gross liability		(29,000,000)
Derivative asset, fair value, gross asset		2,400,000
Interest rate swap | Level 3 | Recurring Measurement Basis
Offsetting Assets [Line Items]
Earnout consideration liability		4,565,000
Secured Debt | Credit Facility
Offsetting Assets [Line Items]
Debt instrument, face amount	$ 350,000,000	$ 540,000,000			$ 190,000,000
Interest rate percentage	5.40%	5.40%
Long-term debt, term	7 years	7 years

Acquisitions - Narrative (Detai

Acquisitions - Narrative (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Aug. 21, 2019
Business Acquisition [Line Items]
Goodwill	$ 377,745	$ 377,745		$ 346,134
Transaction costs, excluding integration and transformation costs		3,300	$ 400
Localytics
Business Acquisition [Line Items]
Revenues	2,500
Goodwill					$ 39,646
Altify Ireland Limited
Business Acquisition [Line Items]
Deferred tax liabilities			$ 1,000
Goodwill	$ 154,100	$ 154,100			$ 34,426
LeadLander
Business Acquisition [Line Items]
Goodwill deductible for tax purposes				$ 6,200

Acquisitions - Consideration (D

Acquisitions - Consideration (Details) - USD ($) $ in Thousands	Feb. 06, 2020	Oct. 04, 2019	Oct. 01, 2019	Aug. 21, 2019	May 24, 2019	Apr. 18, 2019	Mar. 31, 2020	Mar. 31, 2020
Localytics
Business Acquisition [Line Items]
Cash							$ 67,655
Holdback	$ 345
Contingent consideration	1,000
Working capital adjustment	0
Total consideration	$ 69,000
Cash holdback payable, payment period	12 months
Future earn out payments	$ 1,000
Earn out payment								$ 1,000
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 payable, payment period			12 months
Future earn out payments			$ 15,000
Earn out payment								$ 15,000
Cimpl
Business Acquisition [Line Items]
Cash				$ 23,071
Holdback				2,600
Contingent consideration				0
Working capital adjustment				0
Total consideration				$ 25,671
Cash holdback payable, payment period				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 payable, payment period					12 months
Postup
Business Acquisition [Line Items]
Cash						$ 34,825
Holdback						175
Contingent consideration						0
Working capital adjustment						0
Total consideration						$ 35,000
Cash holdback payable, payment period						12 months

Acquisitions - Assets Acquired

Acquisitions - Assets Acquired and Liabilities Assumed and Divested (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019	Oct. 04, 2019	Aug. 21, 2019	May 24, 2019	Apr. 18, 2019
Assets Acquired
Operating lease right-of-use asset	$ 12,353	$ 8,056
Goodwill	377,745	346,134
Customer relationships
Assets Acquired
Intangible assets		$ 1,100
Localytics
Assets Acquired
Cash				$ 0
Accounts receivable				3,648
Other current assets				6,325
Tax credits receivable			$ 0
Operating lease right-of-use asset				7,605
Property and equipment				409
Goodwill				39,646
Other assets				6
Total assets acquired				95,039
Liabilities Assumed
Accounts payable				(2,382)
Accrued expense and other				(6,752)
Deferred tax liabilities				(4,258)
Deferred revenue				(4,812)
Operating lease liabilities				(7,835)
Total liabilities assumed				(26,039)
Total consideration				69,000
Localytics | Customer relationships
Assets Acquired
Intangible assets				30,500
Localytics | Trade name
Assets Acquired
Intangible assets				300
Localytics | Technology
Assets Acquired
Intangible assets				6,600
Altify Ireland Limited
Assets Acquired
Cash				730
Accounts receivable				6,629
Other current assets				889
Tax credits receivable			916
Operating lease right-of-use asset				1,085
Property and equipment				139
Goodwill	$ 154,100			34,426
Other assets				378
Total assets acquired				104,906
Liabilities Assumed
Accounts payable				(1,499)
Accrued expense and other				(3,901)
Deferred tax liabilities				(7,083)
Deferred revenue				(7,907)
Operating lease liabilities				(516)
Total liabilities assumed				(20,906)
Total consideration				84,000
Altify Ireland Limited | Customer relationships
Assets Acquired
Intangible assets				50,954
Altify Ireland Limited | Trade name
Assets Acquired
Intangible assets				1,112
Altify Ireland Limited | Technology
Assets Acquired
Intangible assets				7,648
InGenius Software Inc.
Assets Acquired
Cash				11
Accounts receivable				1,456
Other current assets				317
Tax credits receivable			1,489
Operating lease right-of-use asset				1,099
Property and equipment				364
Goodwill				24,141
Other assets				0
Total assets acquired				45,085
Liabilities Assumed
Accounts payable				(128)
Accrued expense and other				(2,807)
Deferred tax liabilities				(4,897)
Deferred revenue				(2,960)
Operating lease liabilities				0
Total liabilities assumed				(10,792)
Total consideration				34,293
InGenius Software Inc. | Customer relationships
Assets Acquired
Intangible assets				11,208
InGenius Software Inc. | Trade name
Assets Acquired
Intangible assets				424
InGenius Software Inc. | Technology
Assets Acquired
Intangible assets				4,576
Cimpl
Assets Acquired
Cash				142
Accounts receivable				1,041
Other current assets				278
Tax credits receivable			1,383
Operating lease right-of-use asset				230
Property and equipment				233
Goodwill				12,928
Other assets				6
Total assets acquired				32,127
Liabilities Assumed
Accounts payable				(305)
Accrued expense and other				(1,206)
Deferred tax liabilities				(4,595)
Deferred revenue				(350)
Operating lease liabilities				0
Total liabilities assumed				(6,456)
Total consideration				25,671
Cimpl | Customer relationships
Assets Acquired
Intangible assets				12,430
Cimpl | Trade name
Assets Acquired
Intangible assets				216
Cimpl | Technology
Assets Acquired
Intangible assets				$ 3,240
Kapost
Assets Acquired
Cash					$ 0
Accounts receivable					3,901
Other current assets					1,066
Tax credits 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
Liabilities Assumed
Accounts payable					(50)
Accrued expense and other					(3,724)
Deferred tax liabilities					(1,954)
Deferred revenue					(3,893)
Operating lease liabilities					0
Total liabilities assumed					(9,621)
Total consideration					49,399
Kapost | Customer relationships
Assets Acquired
Intangible assets					23,735
Kapost | Trade name
Assets Acquired
Intangible assets					787
Kapost | Technology
Assets Acquired
Intangible assets					$ 5,756
Postup
Assets Acquired
Cash						$ 19
Accounts receivable						1,054
Other current assets						1,373
Tax credits receivable			$ 0
Operating lease right-of-use asset						0
Property and equipment						743
Goodwill						21,973
Other assets						0
Total assets acquired						39,240
Liabilities Assumed
Accounts payable						(447)
Accrued expense and other						(530)
Deferred tax liabilities						(3,248)
Deferred revenue						(15)
Operating lease liabilities						0
Total liabilities assumed						(4,240)
Total consideration						35,000
Postup | Customer relationships
Assets Acquired
Intangible assets						10,667
Postup | Trade name
Assets Acquired
Intangible assets						468
Postup | Technology
Assets Acquired
Intangible assets						$ 2,943

Acquisitions - Weighted Average

Acquisitions - Weighted Average Amortization Period (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	7 years 4 months 24 days	9 years 6 months
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	8 years	9 years 9 months 18 days
Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	2 years	9 years 2 months 12 days
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	5 years	7 years 10 months 24 days

Acquisitions - Other Acquisitio

Acquisitions - Other Acquisitions (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Schedule Of Asset Acquisition [Line Items]
Goodwill		$ 0.2
Deferred revenue		1
Sunset Assets
Schedule Of Asset Acquisition [Line Items]
Gain (loss) on disposition of assets	$ 2
Deferred commission costs		2.2
Customer relationships
Schedule Of Asset Acquisition [Line Items]
Intangible assets		1.1
Third-Party Payor | Customer relationships
Schedule Of Asset Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 0.2	$ 1.6

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - USD ($)	Aug. 06, 2019	Mar. 31, 2020	Nov. 26, 2019
Credit Facility | Secured Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, term	7 years	7 years
Interest rate percentage	5.40%	5.40%
Debt instrument, face amount	$ 350,000,000	$ 540,000,000	$ 190,000,000
InGenius Software Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn out payment		15,000,000
Localytics
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn out payment		$ 1,000,000

Fair Value Measurements - Chang

Fair Value Measurements - Changes to Fair Value of Earnout Liabilities (Details) - Recurring Measurement Basis - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	$ 4,565	$ 4,394
Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap	28,977	2,424
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	0	0
Level 1 | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	0	0
Level 2 | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap	28,977	2,424
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability		4,394
Level 3 | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	4,565
Interest rate swap	$ 0	$ 0

Fair Value Measurements - Liabi

Fair Value Measurements - Liabilities Measured at Fair Value on a Recurring Basis which Unobservable Inputs are Utilized (Details) - Recurring Measurement Basis - Level 3 - Earnout Consideration $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at December 31, 2019	$ 4,394
Loss included in earnings	171
Acquisitions	(1,000)
Settlements	(1,000)
Balance at March 31, 2020	$ 4,565

Fair Value Measurements - Quant

Fair Value Measurements - Quantitative Information (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration, fair value	$ 4,565	$ 4,394

Fair Value Measurements - Debt

Fair Value Measurements - Debt (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Level 2 | Recurring Measurement Basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value	$ 537.3	$ 538.7

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 346,134
Acquired in business combinations	39,646
Adjustment related to prior year business combinations	(996)
Foreign currency translation adjustment	(7,039)
Ending balance	$ 377,745

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Amortization charge of intangible assets	$ 11.2	$ 6.8
Minimum | Customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year		1 year
Minimum | Customer relationships | Sunset Asset Group
Finite-Lived Intangible Assets [Line Items]
Estimated useful life			1 year
Maximum | Customer relationships
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years		10 years
Maximum | Customer relationships | Sunset Asset Group
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	2 years 6 months

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 394,532	$ 364,502
Accumulated Amortization	91,584	81,775
Net Carrying Amount	302,948	282,727
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	307,854	283,005
Accumulated Amortization	61,530	53,984
Net Carrying Amount	$ 246,324	$ 229,021
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year	1 year
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years	10 years
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 8,953	$ 8,827
Accumulated Amortization	4,042	3,884
Net Carrying Amount	$ 4,911	$ 4,943
Trade name | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year 6 months	1 year 6 months
Trade name | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years	10 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 76,577	$ 71,522
Accumulated Amortization	25,342	23,333
Net Carrying Amount	$ 51,235	$ 48,189
Developed technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	4 years	4 years
Developed technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	9 years	9 years
Noncompete agreements
Finite-Lived Intangible Assets [Line Items]
Estimated useful life		3 years
Gross Carrying Amount	$ 1,148	$ 1,148
Accumulated Amortization	670	574
Net Carrying Amount	$ 478	$ 574

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remainder of 2020	$ 33,275
2021	42,822
2022	40,290
2023	38,244
2024	35,603
2025 and thereafter	112,714
Net Carrying Amount	$ 302,948	$ 282,727

Income Taxes (Details)

Income Taxes (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 321,000
Operating loss carryforwards, usable	197,000
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, expected expiration amount	31,000
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, expected expiration amount	$ 166,000

Debt - Schedule of Long-term De

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2020	Jun. 30, 2019	Dec. 31, 2019
Debt Instrument [Line Items]
Less current maturities	$ (3,191)		$ (3,193)
Total long-term debt	521,013		521,881
Senior Secured Notes
Debt Instrument [Line Items]
Debt instrument, unamortized discount	$ 13,096		13,576
Debt instrument, implied interest rate	5.90%	5.80%
Long-term Debt	$ 524,204		$ 525,074

Debt - Credit Facility (Details

Debt - Credit Facility (Details) - USD ($)	Aug. 06, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Nov. 26, 2019
Line of Credit Facility [Line Items]
Interest rate cash flow hedge to be reclassified during next twelve months		$ 4,700,000
Unrealized loss on interest rate swaps		$ (31,401,000)	$ 0
Cash interest costs		5.40%	6.00%
Payments of financing costs		$ (13,100,000)		$ (13,600,000)
Loss on debt extinguishment		2,300,000
Credit Facility
Line of Credit Facility [Line Items]
Covenant compliance, percent	35.00%
Debt instrument, covenant, leverage ratio, amount	$ 50,000,000
Debt instrument, covenant, leverage ratio, maximum	6
Debt instrument, debt default, increase In interest rate on obligations upon default	2.00%
Credit Facility | Revolving Credit Facility
Line of Credit Facility [Line Items]
Long-term debt, term	5 years
Maximum borrowing capacity	$ 60,000,000
Credit Facility | Letter of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 10,000,000
Commitment fee percentage	0.50%
Credit Facility | Secured Debt
Line of Credit Facility [Line Items]
Debt instrument, face amount	$ 350,000,000	$ 540,000,000			$ 190,000,000
Long-term debt, term	7 years	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	1.00%
Interest rate percentage	5.40%	5.40%
Credit Facility | Secured Debt | Base Rate
Line of Credit Facility [Line Items]
Basis points, percentage	2.75%
Credit Facility | Secured Debt | Eurodollar Deposits Rate
Line of Credit Facility [Line Items]
Basis points, percentage	3.75%
Credit Facility | Secured Debt | Eurodollar Deposits Rate | Minimum
Line of Credit Facility [Line Items]
Basis points, percentage	0.00%
Credit Facility | Secured Debt | Federal Funds Rate
Line of Credit Facility [Line Items]
Basis points, percentage	0.50%
Credit Facility | Secured Debt | Federal Funds Rate | Minimum
Line of Credit Facility [Line Items]
Basis points, percentage	0.00%
Credit Facility | Secured Debt | Eurodollar
Line of Credit Facility [Line Items]
Basis points, percentage	1.00%

Debt - Schedule of Debt, Intere

Debt - Schedule of Debt, Interest Rate Swap (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Debt Disclosure [Abstract]
(Loss) gain recognized in Other comprehensive income on derivative financial instruments	$ (31,401)	$ 0
(Loss) gain reclassified from Other comprehensive income to Interest expense	66
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, before Tax	$ (7,397)

Net Loss Per Share - Computatio

Net Loss Per Share - Computation of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Numerator:
Net loss	$ (20,081)	$ (7,830)
Denominator:
Weighted-average common shares outstanding, basic and diluted (in shares)	24,906,932	20,442,626
Net loss per common share, basic and diluted (in dollars per share)	$ (0.81)	$ (0.38)

Net Loss Per Share -AntiDilutiv

Net Loss Per Share -AntiDilutive Common Share Equivalents (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	2,553,321	1,711,513
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	320,913	390,754
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	318,045	939,809
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	1,848,066	380,950
Performance Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	66,297	0

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Long-term Purchase Commitment [Line Items]
Remaining purchase obligation	$ 10.8
Investor
Long-term Purchase Commitment [Line Items]
Remaining purchase obligation	5.5
Amount of related party transaction	$ 1.9	$ 1.2

Stockholders' Equity - Narrativ

Stockholders' Equity - Narrative (Details) - USD ($)	May 13, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 12, 2018
Class of Stock [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001		$ 0.0001
Issuance of common stock, net of issuance costs		$ 41,000	$ 96,000
Unrealized translation gain (loss) on foreign currency denominated intercompany loans		$ (7,313,000)	$ 3,006,000
Target payout percentage		100.00%
Performance Shares
Class of Stock [Line Items]
Award vesting period		18 months
Minimum | Performance Shares
Class of Stock [Line Items]
Award vesting rights, percentage		0.00%
Maximum | Performance Shares
Class of Stock [Line Items]
Award vesting rights, percentage		300.00%
Chief Executive Officer | Performance Shares
Class of Stock [Line Items]
Award vesting rights, percentage		50.00%
Public Offering
Class of Stock [Line Items]
Additional registration of shares of aggregate amount (up to)					$ 250,000,000
Common stock, par value (in dollars per share)	$ 0.0001
Offering price per share (in dollars per share)	$ 42
Issuance of common stock, net of issuance costs	$ 151,100,000
Payments of stock issuance costs	$ 8,300,000
Over-Allotment Option
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	3,795,000
Shares exercisable to purchase additional shares granted (in shares)	495,000

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	$ 159,092	$ 212,861
Accumulated Foreign Currency Adjustment Attributable to Parent
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	(7,989)	(4,530)
Accumulated Foreign Currency Adjustment Attributable to Parent, Foreign Currency Denominated Intercompany Loans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	(6,430)	883
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	(28,977)	2,424
Accumulated Other Comprehensive Loss
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	$ (43,396)	$ (1,223)

Stockholders' Equity - Shared B

Stockholders' Equity - Shared Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 9,320	$ 4,628
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	318	160
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	615	322
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	549	139
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 7,838	$ 4,007

Stockholders' Equity - Restrict

Stockholders' Equity - Restricted Stock Units Activity (Details)	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Number of Restricted Stock Units Outstanding
Awards Forfeited (in shares) | shares	(59,802)
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value, awards forfeited (in dollars per share) | $ / shares	$ 42.07
Restricted stock units
Number of Restricted Stock Units Outstanding
Unvested balances at beginning of period (in shares) | shares	790,807
Units granted (in shares) | shares	1,221,273
Awards vested (in shares) | shares	(104,212)
Unvested balances at end of period (in shares) | shares	1,848,066
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 39.55
Awards granted (in dollars per share) | $ / shares	40.82
Weighted average grant date fair value, awards vested (in dollars per share) | $ / shares	41.80
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 40.18

Stockholders' Equity - Performa

Stockholders' Equity - Performance Based Restricted Stock Unit Activity (Details) - Performance Shares	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Number of Performance Shares Outstanding
Unvested balances at beginning of period (in shares) | shares	0
Units granted (in shares) | shares	66,297
Unvested balances at end of period (in shares) | shares	66,297
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 0
Awards granted (in dollars per share) | $ / shares	41.48
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 41.48

Stockholders' Equity - Restri_2

Stockholders' Equity - Restricted Stock Award Activity (Details)	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Number of Restricted Stock Units Outstanding
Awards Forfeited (in shares) | shares	59,802
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value, awards forfeited (in dollars per share) | $ / shares	$ 42.07
Restricted stock awards
Number of Restricted Stock Units Outstanding
Unvested balances at beginning of period (in shares) | shares	371,217
Awards vested (in shares) | shares	(29,502)
Awards Forfeited (in shares) | shares	23,670
Unvested balances at end of period (in shares) | shares	318,045
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 28.26
Weighted-average grant date fair value, awards vested (in dollars per share) | $ / shares	28.79
Weighted-average grant date fair value, awards forfeited (in dollars per share) | $ / shares	28.44
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 28.20

Stockholders' Equity - Stock Op

Stockholders' Equity - Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Number of Options Outstanding
Outstanding at beginning of period (in shares) | shares	329,698
Options exercised (in shares) | shares	(8,712)
Options vested (in shares) | shares	0
Options expired (in shares) | shares	(73)
Outstanding at end of period (in shares) | shares	320,913
Weighted– Average Exercise Price
Outstanding at beginning of period (in dollars per share) | $ / shares	$ 8.57
Options exercised (in dollars per share) | $ / shares	6.13
Options forfeited (in dollars per share) | $ / shares	0
Options expired (in dollars per share) | $ / shares	1.79
Outstanding at end of period (in dollars per share) | $ / shares	$ 8.64

Revenue Recognition - Narrative

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Revenue from External Customer [Line Items]
Performance obligation, description of timing	Our subscription contracts are generally 1 to 3 years in length
Unbilled receivables	$ 5,689	$ 5,111
Deferred commissions, amortization period	6 years
Revenue recognized, previously in unearned revenue	$ 1,700
Subscription and support
Revenue from External Customer [Line Items]
Revenue recognized, previously in unearned revenue	30,400
Professional services
Revenue from External Customer [Line Items]
Revenue recognized, previously in unearned revenue	$ 1,600

Revenue Recognition - Activity

Revenue Recognition - Activity Impacting Deferred Commissions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenue from Contract with Customer [Abstract]
Beginning balance	$ 11,822
Capitalized deferred commissions	2,144
Amortization of deferred commissions	(894)	$ (801)
Ending balance	$ 13,072

Revenue Recognition - Remaining

Revenue Recognition - Remaining Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 $ in Millions	Mar. 31, 2020USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	67.00%
Expected satisfaction period of performance obligations, in months	12 months
Subscription Contracts
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized from performance obligations	$ 245.5

Revenue Recognition - Disaggreg

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 68,032	$ 48,493
Subscription and support
Disaggregation of Revenue [Line Items]
Revenue	63,891	44,983
Subscription and support | United States
Disaggregation of Revenue [Line Items]
Revenue	45,971	29,839
Subscription and support | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	9,996	9,316
Subscription and support | Canada
Disaggregation of Revenue [Line Items]
Revenue	4,582	2,384
Subscription and support | Other International
Disaggregation of Revenue [Line Items]
Revenue	3,342	3,444
Perpetual license
Disaggregation of Revenue [Line Items]
Revenue	361	657
Perpetual license | United States
Disaggregation of Revenue [Line Items]
Revenue	282	568
Perpetual license | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	16	9
Perpetual license | Canada
Disaggregation of Revenue [Line Items]
Revenue	21	42
Perpetual license | Other International
Disaggregation of Revenue [Line Items]
Revenue	42	38
Professional services
Disaggregation of Revenue [Line Items]
Revenue	3,780	2,853
Professional services | United States
Disaggregation of Revenue [Line Items]
Revenue	2,711	1,980
Professional services | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	814	491
Professional services | Canada
Disaggregation of Revenue [Line Items]
Revenue	138	120
Professional services | Other International
Disaggregation of Revenue [Line Items]
Revenue	$ 117	$ 262

Related Party Transactions (Det

Related Party Transactions (Details)	Mar. 28, 2017	Mar. 31, 2020USD ($)agreement	Mar. 31, 2019USD ($)	Dec. 31, 2019USD ($)
Related Party Transaction [Line Items]
Number of agreements | agreement		2
Purchase obligation increase in amount, if a 10% increase in revenue		$ 800,000
Purchase commitment, amount		$ 8,100,000
Visionael Corporation | Chief Executive Officer and Board of Directors Chairman
Related Party Transaction [Line Items]
Percentage of ownership		26.18%
Investor
Related Party Transaction [Line Items]
Ownership percentage, minimum		5.00%
Amount of related party transaction		$ 1,900,000	$ 1,200,000
Accounts payable, related parties		1,900,000		$ 1,200,000
Software Development Services | Investor
Related Party Transaction [Line Items]
Option to renew purchase commitment, term (in years)	1 year
Purchase obligation outstanding		7,300,000
Services | Investor
Related Party Transaction [Line Items]
Purchase obligation outstanding		0
Amount of related party transaction		1,100,000	1,000,000
Accounts payable, related parties		600,000		$ 400,000
Management, HR/Payroll and Administrative Services | Former Subsidiary
Related Party Transaction [Line Items]
Revenue from related party		$ 15,000	$ 15,000

Uncategorized Items - upld-2020

Label	Element	Value
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (108,000)
Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (108,000)