Upland Software (UPLD) 10-K 25 Feb 21 2020 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2020	Feb. 19, 2021	Jun. 30, 2020
Document and Entity Information [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2020
Current Fiscal Year End Date	--12-31
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.
Entity Address, Address Line Two	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 Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 738,000,000
Entity Common Stock, Shares Outstanding (in shares)		29,987,114
Documents Incorporated by Reference	Documents incorporated by reference: Certain portions, as expressly described in this Annual Report on Form 10-K, of the registrant’s Proxy Statement for the 2021 Annual Meeting of the Stockholders, to be filed not later than 120 days after the end of the year covered by this Annual Report, are incorporated by reference into Part III of this Annual Report where indicated.
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Central Index Key	0001505155

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 250,029	$ 175,024
Accounts receivable, net of allowance for credit losses	44,472	50,938
Deferred commissions, current	5,784	3,059
Unbilled receivables	4,561	5,111
Prepaid and other	12,694	4,748
Total current assets	317,540	238,880
Tax credits receivable	2,427	4,186
Property and equipment, net	2,778	3,917
Operating lease right-of-use asset	10,124	8,056
Intangible assets, net	279,975	282,727
Goodwill	383,598	346,134
Deferred commissions, noncurrent	12,962	8,763
Other assets	1,816	4,165
Total assets	1,011,220	896,828
Current liabilities:
Accounts payable	5,395	5,904
Accrued compensation	8,138	11,559
Accrued expenses and other current liabilities	13,438	15,344
Deferred revenue	87,552	76,558
Due to sellers	416	14,276
Operating lease liabilities, current	3,315	2,533
Current maturities of notes payable (includes unamortized discount of $2,234 and $2,207 at December 31, 2020 and December 31, 2019, respectively)	3,166	3,193
Total current liabilities	121,420	129,367
Notes payable, less current maturities (includes unamortized discount of $9,414 and $11,369 at December 31, 2020 and December 31, 2019, respectively)	518,437	521,881
Deferred revenue, noncurrent	1,587	496
Operating lease liabilities, noncurrent	8,387	5,862
Noncurrent deferred tax liability, net	24,092	25,685
Interest rate swap liabilities	30,032	0
Other long-term liabilities	650	676
Total liabilities	704,605	683,967
Stockholders’ equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of December 31, 2020; no shares issued and outstanding as of December 31, 2019, respectively	0	0
Common stock, $0.0001 par value; 50,000,000 shares authorized: 29,987,114 and 25,250,120 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively)	3	3
Additional paid-in capital	515,219	345,127
Accumulated other comprehensive loss	(26,234)	(1,223)
Accumulated deficit	(182,373)	(131,046)
Total stockholders’ equity	306,615	212,861
Total liabilities and stockholders’ equity	$ 1,011,220	$ 896,828

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Current unamortized discount	$ 2,234	$ 2,207
Noncurrent unamortized discount	$ 9,414	$ 11,369
Preferred Stock
Preferred stock par value (in USD per share)	$ 0.0001	$ 0.0001
Preferred stock shares authorized (in shares)	5,000,000	5,000,000
Preferred stock shares issued (in shares)	0	0
Preferred stock shares outstanding (in shares)	0	0
Common Stock
Par value (in USD per share)	$ 0.0001	$ 0.0001
Shares authorized (in shares)	50,000,000	50,000,000
Shares issued (in shares)	29,987,114	25,250,120
Shares outstanding (in shares)	29,987,114	25,250,120

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenue	$ 291,778	$ 222,637	$ 149,885
Cost of revenue	98,446	69,117	48,589
Gross profit	193,332	153,520	101,296
Operating expenses:
Sales and marketing	46,077	35,170	20,935
Research and development	39,002	29,037	20,914
General and administrative	68,072	48,077	32,041
Depreciation and amortization	36,919	25,885	14,272
Acquisition-related expenses	27,075	39,657	18,728
Total operating expenses	217,145	177,826	106,890
Loss from operations	(23,813)	(24,306)	(5,594)
Other expense:
Interest expense, net	(31,529)	(22,313)	(13,273)
Loss on debt extinguishment	0	(2,317)	0
Other income (expense), net	(111)	(3,240)	(1,781)
Total other expense	(31,640)	(27,870)	(15,054)
Loss before benefit from income taxes	(55,453)	(52,176)	(20,648)
Benefit from income taxes	4,234	6,805	9,809
Net income (loss)	$ (51,219)	$ (45,371)	$ (10,839)
Net loss per common share:
Basic and diluted (in dollars per share)	$ (1.92)	$ (1.96)	$ (0.54)
Weighted-average common shares outstanding, basic and diluted (in shares)	26,632,116	23,099,549	19,985,528
Subscription and support
Revenue	$ 277,504	$ 203,866	$ 136,578
Cost of revenue	89,880	61,465	42,881
Perpetual license
Revenue	1,884	5,738	3,902
Cost of revenue	8,566	7,652	5,708
Total product revenue
Revenue	279,388	209,604	140,480
Professional services
Revenue	$ 12,390	$ 13,033	$ 9,405

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Statement of Comprehensive Income [Abstract]
Net loss	$ (51,219)	$ (45,371)	$ (10,839)
Foreign currency translation adjustment	5,173	1,635	(3,762)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	2,271	2,219	(1,336)
Unrealized gain (loss) on interest rate swaps	(32,455)	2,424	0
Comprehensive loss	$ (76,230)	$ (39,093)	$ (15,937)

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Cumulative Adjustment	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Accumulated DeficitCumulative Adjustment
Beginning balance (in shares) at Dec. 31, 2017			20,768,401
Beginning balance at Dec. 31, 2017	$ 91,415	$ 6,292	$ 2	$ 174,944	$ (2,403)	$ (81,128)	$ 6,292
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in business combination (in shares)			911
Issuance of common stock in business combination	(61)			(61)
Issuance of stock under Company plans, net of shares withheld for tax (in shares)			719,800
Issuance of stock under Company plans, net of shares withheld for tax	(8,511)			(8,511)
Issuance of stock, net of issuance costs	(21)			(21)
Stock-based compensation	$ 14,130			14,130
Accounting Standards Update [Extensible List]	us-gaap:AccountingStandardsUpdate201409Member
Foreign currency translation adjustment	$ (3,762)				(3,762)
Unrealized translation gain on intercompany loans with foreign subsidiaries	(1,336)				(1,336)
Net loss	(10,839)					(10,839)
Ending balance (in shares) at Dec. 31, 2018			21,489,112
Ending 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)			7,898
Issuance of common stock in business combination	(30)			(30)
Issuance of stock under Company plans, net of shares withheld for tax (in shares)			(41,890)
Issuance of stock under Company plans, net of shares withheld for tax	(12,191)			(12,191)
Issuance of stock, net of issuance costs (in shares)			3,795,000
Issuance of stock, net of issuance costs	151,114		$ 1	151,113
Stock-based compensation	25,754			25,754
Foreign currency translation adjustment	1,635				1,635
Unrealized translation gain on intercompany loans with foreign subsidiaries	2,219				2,219
Unrealized gain on interest rate swaps	2,424				2,424
Net loss	$ (45,371)					(45,371)
Ending balance (in shares) at Dec. 31, 2019	25,250,120		25,250,120
Ending balance at Dec. 31, 2019	$ 212,861	$ (108)	$ 3	345,127	(1,223)	(131,046)	$ (108)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under Company plans, net of shares withheld for tax (in shares)			711,994
Issuance of stock under Company plans, net of shares withheld for tax	(1,673)			(1,673)
Issuance of stock, net of issuance costs (in shares)			4,025,000
Issuance of stock, net of issuance costs	130,073		$ 0	130,073
Stock-based compensation	$ 41,692			41,692
Accounting Standards Update [Extensible List]	us-gaap:AccountingStandardsUpdate201613Member
Foreign currency translation adjustment	$ 5,173				5,173
Unrealized translation gain on intercompany loans with foreign subsidiaries	2,271				2,271
Unrealized gain on interest rate swaps	(32,455)				(32,455)
Net loss	$ (51,219)					(51,219)
Ending balance (in shares) at Dec. 31, 2020	29,987,114		29,987,114
Ending balance at Dec. 31, 2020	$ 306,615		$ 3	$ 515,219	$ (26,234)	$ (182,373)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Operating activities
Net loss	$ (51,219,000)	$ (45,371,000)	$ (10,839,000)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	47,164,000	34,621,000	21,347,000
Deferred income taxes	(7,533,000)	(9,432,000)	268,000
Amortization of deferred costs	4,684,000	3,476,000	2,367,000
Foreign currency re-measurement (gain) loss	272,000	58,000	305,000
Non-cash interest and other expense	2,233,000	1,398,000	874,000
Non-cash stock compensation expense	41,692,000	25,754,000	14,130,000
Non-cash loss on divestiture of assets	0	1,988,000	0
Non-cash loss on retirement of fixed assets	635,000	0	0
Non-cash loss on debt extinguishment	0	2,317,000	0
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable	10,355,000	3,160,000	(5,212,000)
Prepaids and other	(8,582,000)	(5,532,000)	(2,798,000)
Accounts payable	(3,081,000)	(73,000)	(3,399,000)
Accrued expenses and other liabilities	(7,825,000)	(4,153,000)	(17,615,000)
Deferred revenue	6,825,000	3,865,000	7,919,000
Net cash provided by operating activities	35,620,000	12,076,000	7,347,000
Investing activities
Purchase of property and equipment	(1,114,000)	(1,040,000)	(935,000)
Purchase of customer relationships	(201,000)	(696,000)	0
Purchase business combinations, net of cash acquired	(67,655,000)	(216,025,000)	(160,751,000)
Net cash used in investing activities	(68,970,000)	(217,761,000)	(161,686,000)
Financing activities
Payments on finance leases	(88,000)	(529,000)
Payments on finance leases			(1,136,000)
Proceeds from notes payable, net of issuance costs	(303,000)	625,666,000	172,397,000
Payments on notes payable	(5,400,000)	(383,568,000)	(4,689,000)
Taxes paid related to net share settlement of equity awards	(2,139,000)	(12,659,000)	(9,400,000)
Issuance of common stock, net of issuance costs	130,539,000	151,551,000	807,000
Additional consideration paid to sellers of businesses	(14,710,000)	(16,693,000)	(8,056,000)
Net cash provided by financing activities	107,899,000	363,768,000	149,923,000
Effect of exchange rate fluctuations on cash	456,000	203,000	(1,172,000)
Change in cash and cash equivalents	75,005,000	158,286,000	(5,588,000)
Cash and cash equivalents, beginning of period	175,024,000	16,738,000	22,326,000
Cash and cash equivalents, end of period	250,029,000	175,024,000	16,738,000
Supplemental disclosures of cash flow information:
Cash paid for interest, net of interest rate swaps	29,919,000	23,862,000	12,429,000
Cash paid for taxes	3,185,000	3,557,000	3,348,000
Non-cash investing and financing activities:
Business combination consideration including holdbacks and earnouts	(4,893,000)	16,108,000	17,713,000
Equipment acquired pursuant to financing lease obligations	$ 0	$ 44,000	$ 0

Organization and Nature of Oper

Organization and Nature of Operations	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Operations	1. Organization and Nature of Operations Upland Software, Inc. (“Upland” or the “Company”) is a provider of cloud-based enterprise work management software that enables organizations to plan, manage and execute projects and work. Upland’s four cloud offerings address a broad range of enterprise work management needs, from strategic planning to task execution in the following functional areas: Sales, Marketing, Contact Center, Project Management, Information Technology, Business Operations, and Human Resources and Legal. To support continued growth, Upland intends to pursue acquisitions within its core cloud offerings of complementary technologies and businesses. Upland expects that this will expand its product offerings, customer base and market access, resulting in increased benefits of scale. Consistent with Upland’s growth strategy, Upland has made a total of 26 acquisitions in the 9 years ending December 31, 2020.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. There have been no changes in the Company’s accounting policies since December 31, 2019, except as discussed below with respect to the Company’s adoption of ASU 2016-13. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for 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 February 25, 2021, the date of issuance of this Annual Report on Form 10-K. 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. Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. Accounts Receivable and Allowance for Credit Losses The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment within 30 to 60 days from the invoice date. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so. 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. The following table presents the changes in the allowance for credit losses (in thousands): Year Ended December 31, 2020 2019 2018 Balance at beginning of year $ 1,238 $ 1,405 $ 1,069 Cumulative adjustment related to adoption of ASU 2016-13 108 — — Provision 1,115 1,720 875 Writeoffs, net of recoveries (996) (1,887) (539) Balance at end of year $ 1,465 $ 1,238 $ 1,405 Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. No individual customer represented more than 10% of total revenues nor more than 10% of accounts receivable in the years ended December 31, 2020, 2019, or 2018. Property and Equipment Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Business Combinations We apply the provisions of ASC 805, Business Combinations, in accounting for our acquisitions which requires the acquisition purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill. Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to acquisition related expenses in our consolidated statement of operations. Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology and trade names are valued using the relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset. The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions. Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in due to sellers in our consolidated balance sheets. Contingent consideration typically includes earnout payments payable within 6 to 18 months of the date of acquisition based on attainment of certain performance goals. Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted if necessary. Holdback and contingent consideration liabilities are recorded in due to sellers in our consolidated balance sheet. The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in due to sellers in the consolidated balance sheets. The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments. Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as acquisition related expenses or other income (expense) in our consolidated statements of operations based on management’s assessment of the nature of the liability. Goodwill and Other Intangibles Goodwill is evaluated for impairment annually in October or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The events and circumstances considered by the Company include the business climate, legal factors, operating performance indicators and competition. The company adopted ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment during the first quarter of 2018 which eliminated step 2 from the goodwill impairment test. As we operate as one reporting unit, the impairment test is performed at the consolidated entity level by comparing the estimated fair value of the Company to the its carrying value. We have elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying value. Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its carrying value we would compare the carrying value of the Company's single reporting unit to its fair value and recognize any excess carrying value as an impairment loss. We further estimate the fair value of the reporting unit using a fair-value-based approach based on market capitalization to determine if it is more likely than not that the fair value of our reporting unit is less than its carrying amount. Determining the fair value of goodwill is subjective in nature and often involves the use of estimates and assumptions including, without limitation, use of estimates of future prices and volumes for our products, capital needs, economic trends and other factors which are inherently difficult to forecast. If actual results, or the plans and estimates used in future impairment analyses are lower than the original estimates used to assess the recoverability of these assets, we could incur impairment charges in a future period. The Company has historically performed its annual goodwill and indefinite-lived intangible asset impairment test as of October 31st. During the first quarter of 2020, the Company changed the date of its annual impairment test to the first day of its fourth fiscal quarter, October 1st. 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 also performed a qualitative assessment as of October 31, 2020 to ensure the change did not result in the delay, acceleration or avoidance of an impairment charge. No impairment of goodwill was identified during the years ended December 31, 2020, 2019, or 2018. Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets. There were no impairments of our intangible assets during the years ended December 31, 2020, 2019 or 2018. Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value. No indicators of impairment were identified during the years ended December 31, 2020, 2019, or 2018. Software Development Costs Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed. Software development costs associated with internal use software are incurred in three stages of development: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Eligible internal and external costs associated with significant upgrades and enhancements incurred during the application development stage are capitalized as property and equipment. During the fiscal years ended December 31, 2020, 2019, and 2018, there were no internal use software development costs capitalized under ASC 350-40, Internal-Use Software. ASC 350-40 also requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. In accordance with ASC 350-40, (i) capitalized implementation costs must are classified in the same balance sheet line item as the amounts prepaid for the related hosting arrangement; (ii) amortization of capitalized implementation costs are presented in the same income statement line item as the service fees for the related hosting arrangement; and (iii) cash flows related to capitalized implementation costs are presented within the same category of cash flow activity as the cash flows for the related hosting arrangement (i.e. operating activity). As of December 31, 2020 and 2019, the net carrying value of capitalized implementation costs related to hosting arrangements that were incurred during the application development stage were $0.6 million and $0.5 million, respectively. These costs related primarily to the implementation of a new ERP system. These capitalized implementation costs will be amortized over the expected term of the arrangement and are amortized in the same line item in the consolidated statements of operations as the expense for fees for the associated hosting arrangement. Refundable Tax Credits Refundable tax credits related to current expenses are accounted for as a reduction of the research and development costs. Such credits relate to the Company's operations in Canada, the United Kingdom, and Ireland and are not dependent upon taxable income. Credits are accrued in the year in which the research and development costs or the capital expenditures are incurred, provided the Company is reasonably certain that the credits will be received. The government credit must be examined and approved by the tax authorities, and it is possible that the amounts granted will differ from the amounts recorded. Debt Issuance Costs The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized deferred financing costs are recorded to interest expense. In 2019 the Company wrote off approximately $2.3 million of deferred financing costs associated with the pay down of its prior credit facility in connection with entering into the Company’s new Credit Agreement as discussed in Note 7. Debt. In 2020 and 2018, the Company had no write offs of deferred financing costs. Derivatives The Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. These interest rate swaps effectively converted 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 Consolidated Balance Sheets. The fair value of interest rate swaps included in Interest rate swap liabilities in the Company's consolidated balance sheets was December 31, 2020 was $30.0 million. As of December 31, 2019, the fair value of the interest rate swaps included in Other assets in the Company's consolidated balance sheet 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 consolidated statements of operations in the period in which the hedged item affects earnings. Fair Value of Financial Instruments The Company recognizes 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. Revenue Recognition On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers . Refer to Note 13 Revenue Recognition for a detailed discussion of accounting policies related to revenue recognition, including deferred revenue and deferred commissions. Cost of Revenue Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology, and hosting and infrastructure costs related to the delivery of the Company’s products and services. Customer Relationship Acquisition Costs Costs associated with the acquisition or origination of customer relationships are capitalized as customer relationship assets as incurred and amortized over the estimated life of the customer relationship. Refer to Note 13. Revenue Recognition for further discussion regarding deferred commissions. Advertising Costs Advertising costs are expensed in the period incurred. Advertising expenses were $87,000, $132,000 and $79,000 for the years ended December 31, 2020, 2019, or 2018, respectively. Advertising costs are recorded in sales and marketing expenses in the accompanying consolidated statement of operations. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries. The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions. Interest and penalties are recorded as a component of income tax expense. Leases The Company determines if an arrangement is a lease at inception. This determination includes the review of contracts with third parties to identify the existence of potential embedded leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease ROU asset is reduced for tenant incentives and excludes any initial direct costs incurred. As the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Stock-Based Compensation We measure all share-based payments, including grants of options to purchase common stock and the issuance of restricted stock or restricted stock units to employees, service providers and board members, using the fair-value at grant date. We record forfeitures as they occur. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period. We value restricted stock and restricted stock units at the closing price of our common stock on the grant date. We value stock option awards using the Black-Scholes option-pricing model. For the years ended December 31, 2020, 2019, and 2018 stock-based compensation awards consisted primarily of restricted stock and restricted stock units. From time to time, we grant restricted stock units that also include performance or market-based conditions (“PRSUs”). For PRSUs granted with a market condition, we use a Monte Carlo simulation analysis to value the award. Compensation expense for awards with marked-based conditions is recognized over the required service period of the grant based on the grant date fair value of the award and is not subject to fluctuation due to achievement of the underlying market-based condition. Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the twelve months ended December 31, 2020 are as follows. No PRSUs were granted during the years ended December 31, 2019 and 2018, respectively. Year Ended December 31, 2020 Expected volatility 45.1% Risk-free interest rate 1.3% Remaining performance period (in years) 1.35 Dividend yield — The following table summarizes the weighted-average grant-date fair value of options granted during 2018 and the assumptions used to develop their fair values. No stock options were awarded during the years ended December 31, 2020 and 2019. Year Ended December 31, 2018 Weighted average grant-date fair value of options $11.42 Expected volatility 33.4% Risk-free interest rate 2.8% Expected life in years 5.00 Dividend yield — Comprehensive Loss The Company utilizes the guidance in Accounting Standards Codification (ASC) Topic 220, Comprehensive Income, for the reporting and display of comprehensive loss and its components in the consolidated financial statements. Comprehensive loss consists of net loss, foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S. dollar, unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps. Refer to Note 12. Stockholders' Equity for a detail of the components of accumulated comprehensive income for the years ended December 31, 2020, 2019, or 2018. Foreign Currency Transactions The functional currency of our foreign subsidiaries are the local currencies. Results of operations for foreign subsidiaries are translated in United States dollars using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into United States dollars using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders' equity in accumulated other comprehensive loss. Assets and liabilities denominated in currencies other than the functional currency are remeasured using the current exchange rate for monetary accounts and historical exchange rates for nonmonetary accounts, with exchange differences on remeasurement included in other income (expense) in our statements of operations. For the years ended December 31, 2020 and 2018 net gains related to remeasurement of foreign currency transactions of $0.2 million, and $0.3 million, respectively, were recorded in other income (expense) in our statements of operations. For the year ended December 31, 2019 net losses related to remeasurement of foreign currency transactions of $0.5 million were recorded in other income (expense) in our statements of operations. We have foreign currency denominated intercompany loans that were used to fund the acquisition of foreign subsidiaries in 2018 and 2019. Due to the long-term nature of the loans, the foreign currency gains (losses) resulting from remeasurement are recognized as a component of accumulated other comprehensive income (loss). During the year ended December 31, 2020 the balances of these intercompany loans were converted to US dollars. During the years ended December 31, 2020, 2019 and 2018 a translation gain of $2.3 million, gain of $2.2 million, and loss of $1.4 million, respectively, were recognized as a component of accumulated other comprehensive income (loss) related to long-term intercompany loans. Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In March 2020, the Financial Accounting Standards Board (“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 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

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 2020
Business Combinations [Abstract]
Acquisitions	3. Acquisitions The Company performs quantitative and qualitative analyses to determine the significance of each acquisition, to the consolidated financial statements of the Company. Based on these analyses the below acquisitions were deemed to be insignificant on an individual and cumulative basis, with the exception of Rapide Communication LTD, a private company limited by shares organized and existing under the laws of England and Wales doing business as Rant & Rave (“Rant & Rave”). Refer to the pro forma disclosed below. 2020 Acquisitions Acquisitions completed during the twelve months ended December 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 December 31, 2020 were approximately $16.3 million. We determined that disclosing the amount of Localytics related earnings included in the consolidated statements of operations is impracticable, as certain operations of Localytics were integrated into the operations of the Company from the date of acquisition. • See Note 17. Subsequent Events for discussion of the acquisition of Second Street Media, Inc., which was completed subsequent to December 31, 2020. 2019 Acquisitions Acquisitions completed during the year ended December 31, 2020 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 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 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. 2018 Acquisitions Acquisitions completed during the year ended December 31, 2018 include the following: • Interfax - On March 21, 2018, the Company’s wholly owned subsidiary, PowerSteering UK, a limited liability company organized and existing under the laws of England and Wales (“PowerSteering UK”), completed its purchase of the shares comprising the entire issued share capital of Interfax Communications Limited (“Interfax”), an Irish-based software company providing secured cloud-based messaging solutions, including enterprise cloud fax and secure document distribution. • RO Innovation - On June 27, 2018, the Company completed its purchase of RO Innovation, Inc. (“RO Innovation”), a cloud-based customer reference solution for creating, deploying, managing, and measuring customer reference and sales enablement content. • Rant & Rave - On October 3, 2018, the Company’s wholly owned subsidiary, PowerSteering UK, completed its purchase of the shares comprising the entire issued voting share capital of Rant & Rave, a leading provider of cloud-based customer engagement solutions. • Adestra - On December 12, 2018, the Company completed its purchase of Adestra Ltd. (“Adestra”), a leading provider of enterprise-grade email marketing, transaction and automation software. Consideration The following table summarizes the consideration transferred for the acquisitions described above (in thousands): Localytics Altify InGenius Cimpl Kapost Postup Adestra Rant & Rave RO Innovation Interfax Cash $ 67,655 $ 84,000 $ 26,428 $ 23,071 $ 45,000 $ 34,825 $ 55,242 $ 58,470 $ 12,469 $ 35,000 Holdback (1) 345 — 3,000 2,600 5,000 175 4,432 6,500 1,781 5,000 Contingent consideration (2) 1,000 — 4,865 — — — — — — — Working capital and other adjustments (3) (5,238) — — — (601) — 197 (211) (87) — Total consideration $ 63,762 $ 84,000 $ 34,293 $ 25,671 $ 49,399 $ 35,000 $ 59,871 $ 64,759 $ 14,163 $ 40,000 (1) Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Localytics, InGenius, Cimpl, Kapost, Postup, Adestra, Rant & Rave and RO Innovation and 18 months from closing for Interfax. (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 earn-out was $15.0 million. For the year ended December 31, 2018, contingent consideration included potential future earn-out payments related to the acquisition of RO Innovation for up to $7.5 million which was valued at $0.0 million as of the acquisition date based on the probability of attainment of future performance-based goals. In addition to the contingent consideration detailed in the table above, during the year ended December 31, 2018 the Company incurred contingent consideration related to an asset acquisition from a former reseller of Interfax in connection with our acquisition of Interfax as discussed under “Other Acquisitions” below. Refer to Note 4 for further discussion regarding the calculation of fair value of acquisition related earn-outs and subsequent payouts. (3) Working capital and other adjustments includes a $5.2 million reduction in total consideration for Localytics related to a representation and warranty insurance settlement which is included in prepaids and other current assets on the Company’s consolidated balance sheets as of December 31, 2020. Unaudited Pro Forma Information The pro forma statements of operations data for year ended December 31, 2018, shown in table below, give effect to the Rant & Rave acquisition, described above, as if it had occurred at January 1, 2017. These amounts have been calculated after applying our accounting policies and adjusting the results of Rant & Rave to reflect: the reversal and deferral of commissions expense, the costs of debt financing incurred to acquire Rant & Rave, the additional intangible amortization and the adjustments to acquired deferred revenue that would have been recognized assuming the fair value adjustments had been applied and incurred since January 1, 2017. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations. The table below shows the Pro forma statements of operations data for the respective years ending December 31 (in thousands): 2018 Revenue $ 167,450 Net loss (1) $ (14,086) (1) While some recurring adjustments impact the pro forma figures presented, the decrease in pro forma net loss compared to our net loss presented on the consolidated statements of operations for the year ended December 31, 2018 includes nonrecurring adjustment removing acquisition costs from 2018 and reflects these costs in the year ended 2017, the year the acquisition was assumed to be completed for pro forma purposes. Fair Value of Assets Acquired and Liabilities Assumed The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting and, accordingly, recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The accounting for the Company’s 2020, 2019 and 2018 acquisitions (as disclosed in the table below) are final. The following condensed table presents the finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions closed in 2019 and 2020 (in thousands): 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 6,323 889 317 278 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 33,543 34,426 24,141 12,928 20,953 21,973 Other assets 6 378 — 6 — — Total assets acquired 88,934 104,906 45,085 32,127 59,020 39,240 Accounts payable (2,382) (1,499) (128) (305) (50) (447) Accrued expense and other (6,761) (3,901) (2,807) (1,206) (3,724) (530) Deferred tax liabilities (3,382) (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 (25,172) (20,906) (10,792) (6,456) (9,621) (4,240) Total consideration $ 63,762 $ 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 years ended December 31, 2020 and 2019 (in years): Useful Life December 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 twelve months ended December 31, 2020 was related primarily to a $1.0 million decrease in deferred tax liabilities. The change in the preliminary acquisition-date fair value of assets and liabilities for Localytics during the twelve months ended December 31, 2020 was related primarily to a $0.9 million decrease in deferred tax liabilities. The goodwill of $148.0 million for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition. Goodwill deductible for tax purposes related to the above acquisitions was $6.2 million. Total transaction costs incurred with respect to acquisition activity in the years ended December 31, 2020, 2019, and 2018 were $4.3 million, $11.3 million, and $6.1 million, respectively. These costs are included in Acquisition-related expenses in our consolidated statement of operations. Other Acquisitions and Divestitures From time to time we may purchase or sell customer relationships that meet certain criteria. During the twelve months ended December 31, 2020 and 2019 we completed customer relationship acquisitions totaling $0.2 million and $1.6 million, respectively. In connection with the acquisition of Interfax, the Company acquired certain assets and customer relationships of Interfax's U.S. reseller (“Marketech”) for $2.0 million, excluding potential future earn-out payments of $1.0 million valued at $0.3 million as of the acquisition dated based on the probability of attainment of future performance-based goals. During the year ended December 31, 2019 we paid $0.6 million based on the final valuation of this earn-out. Refer to Note 4. Fair Value Measurements for further discussion regarding the calculation of fair value of acquisition related earn-outs. In the fourth quarter of 2019, Upland divested of certain minor non-strategic customer contracts and related website management and analytics assets. As a result, during the year ended December 31, 2019 the Company recognized a $2.0 million non-cash expense on divestiture which is included in the Other income (expense), net line item in the Company’s consolidated statement of operations for the year ended December 31, 2019. The assets divested consisted primarily of $2.2 million in deferred commission costs, $1.1 million in intangible assets (customer relationship and related technology), $0.2 million in allocated goodwill, and $1.0 million of liabilities primarily deferred revenue.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair Value Measurements	4. Fair Value Measurements Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three–tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs, such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, which therefore requires an entity to develop its own assumptions. As of December 31, 2020 and 2019 the Company had contingent accrued earnout business acquisition consideration liabilities for which fair values are measured as Level 3 instruments. These contingent consideration liabilities were recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value of contingent consideration payable can result from changes in anticipated revenue levels or changes in assumed discount periods and rates. As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3. Any gain (loss) related to subsequent changes in the fair value of contingent consideration is recorded in acquisition-related expense or other income (expense) in the Company's consolidated statements of operations based on management's assessment of the nature of the liability. Earnout consideration liabilities are included in Due to sellers in the Company's consolidated balance sheets. In connection with entering into, and expanding, the Company's credit facility, as discussed further in Note 7. 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 of the Company’s term loans. The fair value of this swap is measured at the end of each interim reporting period based on the then assessed fair value and adjusted if necessary. As the fair value measure is based on the market approach, they are categorized as Level 2. As of December 31, 2020 and 2019 the fair value of the interest rate swaps are included in Interest rate swap liabilities and Other assets, respectively, on the Company's consolidated balance sheets. Liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Interest rate swap liability $ — $ 30,032 $ — $ 30,032 Fair Value Measurements at December 31, 2019 Level 1 Level 2 Level 3 Total Assets: $ — $ 2,424 $ — $ 2,424 Liabilities: Earnout consideration liability $ — $ — $ 4,394 $ 4,394 The decrease in cash earnouts from December 31, 2019 to December 31, 2020 is related to cash settlement of earnouts related to Localytics and InGenius. The following table presents additional information about earnout consideration liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value: December 31, 2020 2019 Beginning balance $ 4,394 $ 1,396 Remeasurement adjustments: Loss included in earnings 155 241 Acquisitions and settlements: Acquisitions 1,000 4,865 Settlements (1) (5,549) (2,108) Ending balance $ — $ 4,394 (1) The year ended December 31, 2020 includes payments of $1.0 million and $4.5 million for the outstanding balance of earnout liabilities related to the acquisition of Localytics and InGenius, respectively, as described in Note 3. Acquisitions.The year ended December 31, 2019 includes payments of $1.5 million and $0.6 million for the outstanding balance of earnout liabilities related to the acquisition of RO Innovation and the Marketech asset purchase, respectively, as describe in Note 3. Acquisitions. Quantitative Information about Level 3 Fair Value Measurements The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows: Fair Value at December 31, 2019 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: $ 4,394 Binary option model Expected future annual revenue streams and probability of achievement As of December 31, 2020 the Company had no contingent consideration liabilities outstanding. Sensitivity to Changes in Significant Unobservable Inputs As presented in the table above, the significant unobservable inputs used in the fair value measurement of contingent consideration related to business acquisitions are forecasts of expected future annual revenues as developed by the Company's management and the probability of achievement of those revenue forecast. Significant increases (decreases) in these unobservable inputs in isolation would likely result in a significantly (lower) higher fair value measurement.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	12 Months Ended
	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	5. Goodwill and Other Intangible Assets Changes in the Company’s goodwill balance for each of the two years in the period ended December 31, 2020 are summarized in the table below (in thousands): Balance at December 31, 2018 $ 225,322 Acquired in business combinations 117,610 Adjustment related to prior year business combinations 3,123 Adjustment related to finalization of business combinations (2,195) Foreign currency translation adjustment 2,274 Balance at December 31, 2019 $ 346,134 Acquired in business combinations 39,646 Adjustment related to prior year business combinations (1) (996) Adjustment related to finalization of current year business combinations (6,103) Foreign currency translation adjustment 4,917 Balance at December 31, 2020 $ 383,598 (1) Related to changes in the ASC 805 valuation of intangible assets in the prior year business combination of Altify. Intangible assets, net, include the estimated acquisition-date fair values of customer relationships, marketing-related assets, and developed technology that the Company recorded as part of its business acquisitions purchases and from acquisitions of customer relationships. The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying December 31, 2020 Customer relationships 1-10 $ 318,941 $ 89,131 $ 229,810 Trade name 1.5-10 9,283 4,763 4,520 Developed technology 4-9 79,382 33,929 45,453 Non-compete agreements 3 $ 1,148 $ 956 $ 192 Total intangible assets $ 408,754 $ 128,779 $ 279,975 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 twelve months ended December 31, 2020, the Company considered whether the current market and economic conditions arising from the COVID-19 pandemic could 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. Management has determined there have been no other changes in the useful life during the years ended December 31, 2020, 2019, and 2018. No impairment was recorded during the years ended December 31, 2020, 2019, and 2018. Total amortization expense was $44.9 million, $32.4 million, and $19.0 million during the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: 2021 $ 44,243 2022 41,377 2023 39,234 2024 36,915 2025 33,592 Thereafter 84,614 Total $ 279,975

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	6. Income Taxes The Company's loss from continuing operations before income taxes for the years ended December 31, was as follows (in thousands): 2020 2019 2018 Loss before provision for income taxes: United States $ (43,851) $ (41,237) $ (23,350) Foreign (11,602) (10,939) 2,702 $ (55,453) $ (52,176) $ (20,648) The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands): 2020 2019 2018 Current Federal $ — $ (10) $ 177 State 402 395 253 Foreign 2,449 1,989 2,328 Total Current $ 2,851 $ 2,374 $ 2,758 Deferred Federal $ (2,275) $ (5,139) $ (9,866) State (137) (103) (1,584) Foreign (4,673) (3,937) (1,117) Total Deferred (7,085) (9,179) (12,567) (Benefit from) provision for income taxes $ (4,234) $ (6,805) $ (9,809) As of December 31, 2020 the Company had total net operating loss carryforwards of approximately $344.5 million consisting of $318.6 million and $25.9 million related to the U.S federal and foreign net operating loss carryforwards, respectively. In addition, as of December 31, 2020, the Company had research and development credit carryforwards of approximately $3.0 million. The U.S. federal net operating loss and credit carryforwards will expire beginning in 2021, if not utilized. Utilization of the U.S. federal net operating losses and tax credits may be subject to substantial annual limitation due to the “change of ownership” provisions of the Internal Revenue Code of 1986. The annual limitation will result in the expiration of approximately $133.9 million of U.S. federal net operating losses and $3.0 million of credit carryforwards before utilization. Approximately $23.8 million of the foreign net operating loss carryforwards carry forward indefinitely with the remainder expiring beginning in 2039. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes as of December 31 are as follows (in thousands): 2020 2019 2018 Deferred tax assets: Accrued expenses and allowances $ 2,095 $ 2,616 $ 1,871 Deferred revenue 613 28 4 Stock compensation 1,151 1,157 743 Net operating loss and tax credit carryforwards 53,157 45,716 33,579 Disallowed interest expense carryforwards 11,599 6,692 2,888 Capital expenses 286 192 205 Tax credit carryforwards 600 991 — Lease liability 3,054 2,177 — Unrealized losses 7,617 — — Other 658 696 723 Valuation allowance for noncurrent deferred tax assets (35,701) (21,179) (15,507) Net deferred tax assets $ 45,129 $ 39,086 $ 24,506 Deferred tax liabilities: Prepaid expenses (260) (210) (61) Intangible assets (56,541) (53,737) (33,518) Goodwill (5,954) (5,187) (2,012) Tax credit carryforwards — — (302) Right of use asset (2,597) (2,135) — Unrealized gains — (1,184) — Deferred commissions (3,869) (2,318) (1,924) Net deferred tax liabilities $ (69,221) $ (64,771) $ (37,817) Net deferred taxes $ (24,092) $ (25,685) $ (13,311) Due to the uncertainty surrounding the timing of realizing the benefits of its domestic favorable tax attributes in future tax returns, the Company has placed a valuation allowance against its domestic net deferred tax asset, exclusive of goodwill. During the year ended December 31, 2020 and 2019, the valuation allowance increased by approximately $14.5 million and increased by approximately $5.7 million, respectively, due primarily to operations and acquisitions. The valuation allowance change included a reduction of $2.4 million due to acquired net deferred tax liabilities as a result of domestic business combinations, which was recorded as an income tax benefit in the year ended December 31, 2020. At December 31, 2020, we did not provide deferred income taxes on temporary differences resulting from earnings of certain foreign subsidiaries which are indefinitely reinvested. The reversal of these temporary differences could result in additional tax; however, it is not practicable to estimate the amount of any unrecognized deferred income tax liabilities at this time. Deferred income taxes are provided as necessary with respect to earnings that are not indefinitely reinvested. The Company’s provision for income taxes differs from the expected tax expense (benefit) amount computed by applying the statutory federal income tax rate to income before taxes due to the following: 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 1.6 % 2.7 % 4.6 % Tax credits (0.1) % 1.4 % 0.4 % Effect of foreign operations (1.1) % (1.0) % (2.1) % Stock compensation (0.3) % 4.1 % 12.3 % Disallowed excess executive compensation (4.0) % (2.1) % — % Permanent items and other (0.7) % (2.3) % (6.6) % Change in valuation allowance (8.8) % (10.8) % 17.9 % 7.6 % 13.0 % 47.5 % Under ASC 740-10, Income Taxes - Overall, the Company periodically reviews the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. The Company uses a “more likely than not” criterion for recognizing an asset for unrecognized income tax benefits or a liability for uncertain tax positions. The Company has determined it has the following unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2020. The Company does not anticipate any significant changes in such uncertainties and judgments during the next 12 months. To the extent the Company is required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability, (in thousands). Balance at December 31, 2018 $ 2,006 Additional based on tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years (1,317) Settlements — Balance at December 31, 2019 $ 689 Additional based on tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years (79) Settlements — Balance at December 31, 2020 $ 610 If the Company were to recognize unrecognized tax benefits as of December 31, 2020, $0.6 million would impact the effective tax rate. The Company’s assessment of its unrecognized tax benefits is subject to change as a function of the Company’s financial statement audit. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2020, the Company had $0.2 million accrued interest or penalties related to uncertain tax positions, none of which is expected to reverse in the next 12 months. The Company and its subsidiaries file tax returns in the U.S. federal jurisdiction and in several state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years ending before December 31, 2016 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2015. The Company is not currently under audit for federal, state or any foreign jurisdictions. US operating losses generated in years prior to 2016 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized.

Debt

Debt	12 Months Ended
	Dec. 31, 2020
Debt Disclosure [Abstract]
Debt	7. Debt Long-term debt consisted of the following at December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Senior secured loans (includes unamortized discount of $11,648 and $13,576 based on an imputed interest rate of 5.8% and 5.8%, at December 31, 2020 and December 31, 2019, respectively) $ 521,603 $ 525,074 Less current maturities (3,166) (3,193) Total long-term debt $ 518,437 $ 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 December 31, 2020. The Credit Facility replaced the Company's previous credit agreement. All outstanding balances under our previous credit agreement were paid off using proceeds from our 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 million term loans outstanding under the Credit Facility and the $60 million revolving credit facility under the Credit Facility. 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 Facility (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. Interest rate swaps On August 6, 2019, the Company 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 Facility. The interest rate associated with our new $60 million, 5 year, Revolver remains floating. The interest rate swap has been designated as a cash flow hedge and is valued using a market approach, which is a Level 2 valuation technique. At December 31, 2020, the fair value of the interest rate swap was a $30.0 million liability as a result of a decline in short term interest rates during 2020. In the next twelve months, the Company estimates that $5.5 million will be reclassified from Accumulated other comprehensive income (loss) and recorded as an increase/decrease to Interest expense. Year Ended December 31 2020 2019 Gain (loss) recognized in Other comprehensive income on derivative financial instruments $ (32,455) $ 2,424 Gain (loss) on interest rate swap (included in Interest expense on our consolidated statement of operations) $ (5,500) $ 484 Revolver Loans under the Revolver are available up to $60 million, of which none is currently outstanding. The Revolver provides a sub facility whereby the Company may request letters of credit (the “Letters of Credit”) in an aggregate amount not to exceed, at any one time outstanding, $10.0 million for the Company. The aggregate amount of outstanding Letters of Credit are reserved against the credit availability under the Maximum Revolver Amount. The Company incurs a 0.50% per annum unused line fee on the unborrowed balance of the Revolver which is paid quarterly. Loans under the Revolver may be borrowed, repaid and reborrowed until August 6, 2024 (the “Maturity Date”), at which time all amounts borrowed under the Revolver must be repaid. As of December 31, 2020, the Company had no borrowings outstanding under the Revolver or related sub facility. Covenants The Credit Facility 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 our 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. The Credit Agreement contains customary events of default subject to customary cure periods for certain defaults that include, among others, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness, change in control, bankruptcy and insolvency defaults and material judgment defaults. The occurrence of an event of default could result in the acceleration of Term Loans and Revolver and a right by the agent and lenders to exercise remedies. At the election of the lenders, a default interest rate shall apply on all obligations during an event of default, at a rate per annum equal to 2.00% above the applicable interest rate. The Term Loan and Revolver are secured by substantially all of the Company's assets. As of December 31, 2020 the Company was in compliance with all covenants under the Credit Agreement. Cash interest costs averaged 5.4% and 6.0% for the years ended December 31, 2020 and 2019, respectively. In addition, as of December 31, 2020 the Company had incurred $11.6 million of unamortized financing costs associated with the Credit Facility. These financing costs will be amortized to non-cash interest expense over the term of the Credit Agreement. During the year ended December 31, 2019, as a result of the paydown of our previous credit facility, the Company was required to write off debt issuance cost of $2.3 million as a loss on debt extinguishment related to the unamortized debt discount on our previous term loan. Debt Maturities Under the terms of the Credit Agreement, future debt maturities of long-term debt excluding debt discounts at December 31, 2020 are as follows, (in thousands): Year ending December 31: 2021 $ 5,400 2022 5,400 2023 5,400 2024 5,400 2025 5,400 Thereafter 506,251 $ 533,251 Less unamortized discount 11,648 $ 521,603

Net Loss Per Share

Net Loss Per Share	12 Months Ended
	Dec. 31, 2020
Earnings Per Share [Abstract]
Net Loss Per Share	8. Net Loss Per Share The following table sets for the computations of loss per share (in thousands, except share and per share amounts): Year Ended December 31, 2020 2019 2018 Numerators: Net loss $ (51,219) $ (45,371) $ (10,839) Denominator: Weighted–average common shares outstanding, basic and diluted 26,632,116 23,099,549 19,985,528 Net loss per common share, basic and diluted $ (1.92) $ (1.96) $ (0.54) Due to the net losses incurred for the years ended December 31, 2020, 2019, and 2018, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. The following table sets forth the anti-dilutive common share equivalents excluded from the weighted-average shares used to calculate diluted net loss per common share: Year Ended December 31, 2020 2019 2018 Stock options 264,002 329,698 408,899 Restricted stock awards 34,508 371,217 997,014 Restricted stock units 1,261,290 790,807 — Performance restricted stock units 66,297 — — Total anti–dilutive common share equivalents 1,626,097 1,491,722 1,405,913

Leases

Leases	12 Months Ended
	Dec. 31, 2020
Leases [Abstract]
Leases	9. Leases Operating Leases The Company leases office space under operating leases that expire between 2021 and 2026. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis. Finance Leases The current and long-term portion of finance lease obligations are recorded in other current liabilities and other long-term liabilities line items on the balance sheet, respectively. The Company's finance lease agreements are generally for four years and contain a bargain purchase option at the end of the lease term. Total office rent expense for the years ended December 31, 2020, 2019, and 2018 were approximately $5.9 million, $2.9 million, and $1.9 million, respectively. The $5.9 million office rent expense in 2020 includes approximately $3.6 million of transformation charges in conjunction with the closures of the Localytics, Kapost and Altify offices as we continue to consolidate and integrate these acquisitions. The Company has entered into sublease agreements related to excess office space as a result of the Company's transformation activities related to its acquisitions. The Company’s current sublease agreements terminate in 2023. For the years ended December 31, 2020, 2019, and 2018 the Company recognized rental income on subleases, as offsets to rental expense, of $0.8 million, $0.5 million and $0.3 million, respectively. Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $3.3 million related to these subleases as of December 31, 2020. The components of lease expense were as follows (in thousands): Year Ended December 31, 2020 2019 Operating lease cost $ 6,681 2,915 Finance lease costs: Amortization of right-of-use assets 139 714 Interest on lease liabilities 10 67 Sublease income (798) (454) Total lease costs $ 6,032 3,242 Other information about lease amounts recognized in our consolidated financial statements is summarized as follows: Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 4,160 $ 3,119 Operating cash flows from finance leases $ 10 $ 75 Financing cash flows from finance leases $ 88 $ 529 Right-of-use assets obtained in exchange for lease obligations (in thousands): Operating leases $ 8,915 $ 5,770 Weighted average remaining lease term (in years): Operating leases 4.1 4.3 Finance leases 2.6 1.2 Weighted average discount rate Operating leases 5.6 % 6.0 % Finance leases 5.1 % 5.6 % Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating 2021 $ 7 $ 3,785 2022 7 3,406 2023 2 2,874 2024 — 1,861 2025 — 1,126 Thereafter — 547 Total minimum lease payments 16 13,599 Less amount representing interest (2) (1,897) Present value of lease liabilities $ 14 $ 11,702 Accrued expenses and other current liabilities $ 9 $ — Operating lease liabilities, current — 3,315 Operating lease liabilities, noncurrent — 8,387 Other long-term liabilities 5 — Total lease liabilities $ 14 $ 11,702
Leases	9. Leases Operating Leases The Company leases office space under operating leases that expire between 2021 and 2026. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis. Finance Leases The current and long-term portion of finance lease obligations are recorded in other current liabilities and other long-term liabilities line items on the balance sheet, respectively. The Company's finance lease agreements are generally for four years and contain a bargain purchase option at the end of the lease term. Total office rent expense for the years ended December 31, 2020, 2019, and 2018 were approximately $5.9 million, $2.9 million, and $1.9 million, respectively. The $5.9 million office rent expense in 2020 includes approximately $3.6 million of transformation charges in conjunction with the closures of the Localytics, Kapost and Altify offices as we continue to consolidate and integrate these acquisitions. The Company has entered into sublease agreements related to excess office space as a result of the Company's transformation activities related to its acquisitions. The Company’s current sublease agreements terminate in 2023. For the years ended December 31, 2020, 2019, and 2018 the Company recognized rental income on subleases, as offsets to rental expense, of $0.8 million, $0.5 million and $0.3 million, respectively. Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $3.3 million related to these subleases as of December 31, 2020. The components of lease expense were as follows (in thousands): Year Ended December 31, 2020 2019 Operating lease cost $ 6,681 2,915 Finance lease costs: Amortization of right-of-use assets 139 714 Interest on lease liabilities 10 67 Sublease income (798) (454) Total lease costs $ 6,032 3,242 Other information about lease amounts recognized in our consolidated financial statements is summarized as follows: Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 4,160 $ 3,119 Operating cash flows from finance leases $ 10 $ 75 Financing cash flows from finance leases $ 88 $ 529 Right-of-use assets obtained in exchange for lease obligations (in thousands): Operating leases $ 8,915 $ 5,770 Weighted average remaining lease term (in years): Operating leases 4.1 4.3 Finance leases 2.6 1.2 Weighted average discount rate Operating leases 5.6 % 6.0 % Finance leases 5.1 % 5.6 % Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating 2021 $ 7 $ 3,785 2022 7 3,406 2023 2 2,874 2024 — 1,861 2025 — 1,126 Thereafter — 547 Total minimum lease payments 16 13,599 Less amount representing interest (2) (1,897) Present value of lease liabilities $ 14 $ 11,702 Accrued expenses and other current liabilities $ 9 $ — Operating lease liabilities, current — 3,315 Operating lease liabilities, noncurrent — 8,387 Other long-term liabilities 5 — Total lease liabilities $ 14 $ 11,702

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	10. Commitments and Contingencies Purchase Commitments The Company has purchase commitments related to hosting services, third-party technology used in the Company's solutions and for other services the Company purchases as part of normal operations. In certain cases these arrangements require a minimum annual purchase commitment. As of December 31, 2020, the remaining aggregate minimum purchase commitment under these arrangements was approximately $48.9 million through 2025. In addition, the Company has an outstanding purchase commitment in 2021 for software development services from DevFactory FZ-LLC (“DevFactory”) pursuant to a technology services agreement in the amount of $9.6 million. On March 28, 2017, the Company and DevFactory executed an amendment to extend the initial term of the agreement to December 31, 2021. Additionally, the Company amended the option for either party to renew annually for one Future minimum payments for purchase commitments are as follows (in thousands): Purchase Commitments 2021 $ 19,409 2022 9,765 2023 11,270 2024 11,379 2025 6,694 Thereafter — Total minimum payments $ 58,517 Litigation In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. As of December 31, 2020, the Company is not involved in any current or pending legal proceedings, and does not anticipate any legal proceedings, that may have a material adverse effect on the consolidated financial position or results of operations of the Company.

Property and Equipment, Net

Property and Equipment, Net	12 Months Ended
	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	11. Property and Equipment, Net Property and equipment consisted of the following (in thousands) at: December 31, 2020 2019 Equipment $ 13,515 $ 12,936 Furniture and fixtures 645 633 Leasehold improvements 1,751 2,001 Accumulated depreciation (13,133) (11,653) Property and equipment, net $ 2,778 $ 3,917 Amortization of assets recorded under financing leases is included with depreciation expense. Depreciation and amortization expense on property and equipment was $2.2 million, $2.2 million and $2.3 million for the years ended December 31, 2020, 2019, and 2018, respectively. During 2020 we recognized a $0.6 million loss on disposal of assets related primarily to leasehold improvements associated with the consolidation and integration of our recent acquisitions.The Company recorded no impairment of property and equipment and recorded no losses on the disposal of property and equipment during the years ended December 31, 2019, and 2018.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Stockholders' Equity	12. Stockholders' Equity Common and Preferred Stock Our certificate of incorporation authorizes shares of stock as follows: 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. The common and preferred stock have a par value of $0.0001 per share. No shares of preferred stock are issued or outstanding. Each share of common stock is entitled to one vote at all meetings of stockholders. The number of authorized shares of common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Company representing a majority of the votes represented by all outstanding shares of capital stock of the Company entitled to vote. The holders of common stock are also entitled to receive dividends, when, if and as declared by our board of directors, whenever funds are legally available therefore, subject to the priority rights of any outstanding preferred stock. Registration Statements On December 12, 2018, the Company filed a registration statement on Form S-3 (File No. 333-228767) (the “2018 S-3”), to register Upland securities in an aggregate amount of up to $250.0 million for offerings from time to time. In connection with the filing of the Form S-3 the Company withdrew its previous registration statement filed on May 12, 2017. On May 13, 2019, the Company completed a registered underwritten public offering pursuant to the S-3 of 3,795,000 shares of the Company's $0.0001 par value common stock for an offering price to the public of $42.00 per share. This included the 495,000 shares issuable pursuant to a fully exercised option to purchase additional shares granted to the underwriters of the offering. The net proceeds of the offering of $151.1 million, net of issuance costs of $8.3 million, were used for general business purposes, including the funding of acquisitions. On August 10, 2020, we filed a registration statement on Form S-3 (File No. 333-243728) (the “2020 S-3”), which became effective automatically upon its filing and covers an unlimited amount of securities. The 2020 S-3 will remain effective through August 2023. On August 14, 2020, we completed a registered underwritten public offering pursuant to the 2020 S-3 of 3,500,000 shares of the Company's $0.0001 par value common stock for an offering price to the public of $34.00 per share. In addition, on August 27, 2020 we closed the sale of an additional 525,000 shares issuable pursuant to a fully exercised option to purchase additional shares granted to the underwriters of the offering. The total net proceeds of the offering, including shares issued pursuant to the fully exercised option, of $130.1 million, net of issuance costs of $6.8 million, will be used for general business purposes, including the funding of future acquisitions. There are no open outstanding security offerings at this time. Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) consists of two elements, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) items are recorded in the stockholders’ equity section of our consolidated balance sheets and excluded from net income. Our other comprehensive income (loss) consists primarily of foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S. dollar, unrealized translation gains (losses) on intercompany loans with foreign subsidiaries, and unrealized gains (losses) on interest rate swaps. The following table shows the components of accumulated other comprehensive loss, net of income taxes, (“AOCI”) in the stockholders’ equity section of our consolidated balance sheets at the dates indicated (in thousands): December 31, 2020 2019 Foreign currency translation adjustment $ 644 $ (4,530) Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries 3,154 883 Unrealized gain (loss) on interest rate swaps (30,032) 2,424 Total accumulated other comprehensive loss $ (26,234) $ (1,223) The unrealized translation loss on intercompany loans with foreign subsidiaries as of December 31, 2020 is net of unrealized income tax expense of $2.0 million. The income tax expense/benefit allocated to each component of other comprehensive income (loss) for all other periods and components 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 had foreign currency denominated intercompany loans that were used to fund the acquisitions of foreign subsidiaries. As of April 1, 2020 the Company amended the loan agreements to be denominated in U.S dollars. Due to the long-term nature of the loans, the unrealized translation gains (losses) resulting from re-measurement are recognized as a component of accumulated other comprehensive income (loss). Stock Compensation Plans The Company maintains two stock-based compensation plans, the 2010 Stock Option Plan (the “2010 Plan”) and the 2014 Stock Option Plan (the “2014 Plan”), which are described below. 2010 Plan At December 31, 2020, there were 85,114 options outstanding under the 2010 Plan. Following the effectiveness of the Company’s 2014 Plan in November 2014, no further awards have been made under the 2010 Plan, although each option previously granted under the 2010 Plan will remain outstanding subject to its terms. Any such shares of common stock that are subject to awards under the 2010 Plan which are forfeited or lapse unexercised and would otherwise have been returned to the share reserve under the 2010 Plan instead will be available for issuance under the 2014 Plan. 2014 Plan In November 2014, the Company adopted the 2014 Plan, providing for the granting of incentive stock options, as defined by the Internal Revenue Code, to employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to employees, directors and consultants. The 2014 Plan also provides for the automatic grant of option awards to our non-employee directors. As of December 31, 2020, there were 178,888 options outstanding under the 2014 Plan, and shares of common stock reserved for issuance under the 2014 Plan consist of 588,742 shares. In addition, the number of shares available for issuance under the 2014 Plan will be increased annually in an amount equal to the least of (i) 4% of the outstanding Shares on the last day of the immediately preceding Fiscal Year or (ii) such number of Shares determined by the Board. At December 31, 2020, there were 34,508 restricted stock awards, 1,261,290 restricted stock units and 66,297 performance based restricted stock units outstanding under the 2014 Plan. Under both the 2010 Plan and 2014 Plan options granted to date generally vest over a four three three four Share-based Compensation The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue $ 1,951 $ 1,000 $ 654 Research and development 3,391 2,310 1,250 Sales and marketing 3,450 1,543 533 General and administrative 32,900 20,901 11,693 Total $ 41,692 $ 25,754 $ 14,130 Restricted Stock Units During the twelve months ended December 31, 2020 the Company granted restricted stock units under its 2014 Stock Incentive Plan, in lieu of restricted stock awards, primarily for stock plan administrative purposes. Restricted stock unit activity during the year ended December 31, 2020 is as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2019 790,807 $ 39.55 Units granted 1,353,791 40.30 Units vested (751,668) 39.99 Awards forfeited (131,640) 41.26 Unvested balances at December 31, 2020 1,261,290 $ 39.92 The total fair value of restricted stock units vested during the years ended December 31, 2020, 2019, and 2018 was approximately $31.0 million, $10.6 million and $0.0 million , respectively. As of December 31, 2020, $49.5 million of unrecognized compensation cost related to unvested restricted stock awards and restricted stock units (including performance based awards) is expected to be recognized over a weighted-average period of 1.73 years. The vesting of restricted stock during the year ended December 31, 2020 resulted in an excess tax deduction of approximately $4.7 million. The expected tax benefit of approximately $3.6 million is included as part of the deferred tax asset associated with net operating loss carryforwards, currently fully offset by a valuation allowance. 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 month performance period. Units granted per the table below are based on a 100% target payout. Compensation expense is recognized over the required service period of the grant and is determined based on the grant date fair value of the award and is not subject to fluctuation due to achievement of the underlying market-based target. The Company did not grant PRSUs prior to 2020. PRSU activity during the year ended December 31, 2020 is as follows: Number of Weighted-Average Grant Date Fair Value (1) Unvested balances at December 31, 2019 — $ — Units granted 66,297 79.72 Unvested balances at December 31, 2020 66,297 $ 79.72 (1) Fair value is calculated based on the grant closing stock price of $41.48 as of February 24, 2020 multiplied by a fair value factor of 192.20% as determined using a Monte Carlo simulation. Restricted Stock Awards Restricted stock activity during the year ended December 31, 2020 is as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2019 371,217 $28.26 Awards granted — $— Awards vested (305,704) $28.02 Awards forfeited (31,005) $28.54 Unvested balances at December 31, 2020 34,508 $30.13 The total fair value of restricted stock awards vested during the years ended December 31, 2020, 2019, and 2018 was approximately $11.7 million, $24.7 million and $26.2 million , respectively. Stock Option Activity Stock option activity during the year ended December 31, 2020 is as follows: Number of Weighted– Weighted– Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2019 329,698 $ 8.57 Options granted — — Options exercised 65,477 7.14 Options forfeited — — Options expired 219 1.79 Outstanding at December 31, 2020 264,002 $ 8.93 4.6 $ 9,757 Options vested and expected to vest at December 31, 2020 264,002 $ 8.93 4.6 $ 9,757 Options vested and exercisable at December 31, 2020 264,002 $ 8.93 4.6 $ 9,757 The aggregate intrinsic value of options exercised at December 31, 2020, 2019, and 2018, was approximately $2.3 million, $2.8 million and $3.7 million , respectively. The total fair value of options vested during the years ended December 31, 2020, 2019, and 2018 was approximately $0.0 million, $0.0 million and $0.4 million , respectively. As of December 31, 2020, $0 unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 0 years.

Revenue Recognition

Revenue Recognition	12 Months Ended
	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Revenue Recognition	13. Revenue Recognition Revenue Recognition Policy Revenues are recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when made available to the customers. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenues are recognized net of sales credits and allowances. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers : • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenues within a single operating segment. Subscription and Support Revenues The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer. As our customers have access to use our solutions over the term of the contract agreement we believe this method of revenue recognition provides a faithful depiction of the transfer of services provided. Our subscription contracts are generally 1 to 3 years in length. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or subscription and support 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 subscription and support revenue at the end of each month and is invoiced concurrently. Subscription and support revenue includes revenue related to the Company’s digital engagement application which provides short code connectivity for its two-way short message service (“SMS”) programs and campaigns. As discussed further in the “Principal vs. Agent Considerations” section below, the Company recognizes revenue related to these messaging-related subscription contracts on a gross basis. 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. 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 records 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, (“SSP”), of each distinct good or service in the contract. We only include estimated amounts of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. 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. Principal vs. Agent 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 and messaging-related agreements. 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. 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. Generally, the Company reports revenues from vendor reseller agreements on a gross basis, meaning the amounts billed to customers are recorded as revenues, and expenses incurred are recorded as cost of revenues. As the Company is primarily obligated in its messaging-related subscription contracts, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, we have concluded it is appropriate to record revenue on a gross basis with related telecom messaging costs incurred from third parties recorded as cost of revenues. Revenues provided from agreements in which the Company is an agent are immaterial. Contract Balances The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, and deferred revenues. Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in unbilled receivables, which are expected to be billed during the succeeding twelve-month period and are recorded in Unbilled receivables in our consolidated balance sheets. A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. We recognize contract liabilities as revenues upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenues during the succeeding twelve-month period are recorded in Deferred revenue and the remaining portion is recorded in Deferred revenue noncurrent on the accompanying consolidated balance sheets at the end of each reporting period. 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 or services and customer types, we require payment before the products or services are delivered to the customer. 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 invoiced in arrears and for which the Company believes it has an unconditional right to payment. As of December 31, 2020 and 2019 unbilled receivables were $4.6 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 management’s estimate 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, which allows entities to apply the guidance to a portfolio of contracts with similar characteristics as the effects on the financial statements of this approach would not differ materially from applying the guidance to individual contracts. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred commissions, current, and the remainder is recorded in long-term assets as deferred commissions, net of current portion. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of operations. Deferred commissions are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable consistent with the Company's long-lived assets policy as described in Note 2. No indicators of impairment were identified during the year ended December 31, 2020. The following table presents the activity impacting deferred commissions for the year ended December 31, 2020 (in thousands): December 31, 2020 Deferred commissions beginning balance $ 11,822 Capitalized deferred commissions 11,464 Amortization of deferred commissions (4,540) Deferred commissions ending balance $ 18,746 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 twelve months ended December 31, 2020, we recognized $69.6 million and $3.3 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period. In addition, during the twelve months ended December 31, 2020 we recognized $4.6 million in revenue that was included in the acquired deferred revenue balance of our 2020 acquisition as disclosed in Note 3. Acquisitions. Remaining Performance Obligations As of December 31, 2020, approximately $239.9 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 68% 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): Year Ended December 31, 2020 2019 2018 Revenues: Subscription and support: United States $ 206,320 $ 140,882 $ 106,628 United Kingdom 39,032 38,879 11,189 Canada 14,830 10,504 5,395 Other International 17,322 13,601 13,366 Total subscription and support revenue 277,504 203,866 136,578 Perpetual license: United States 1,396 5,395 2,378 United Kingdom 16 42 94 Canada 76 111 303 Other International 396 190 1,127 Total perpetual license revenue 1,884 5,738 3,902 Professional services: United States 8,721 9,250 7,321 United Kingdom 2,059 2,367 487 Canada 504 536 591 Other International 1,106 880 1,006 Total professional service revenue 12,390 13,033 9,405 Total revenue $ 291,778 $ 222,637 $ 149,885

Employee Benefit Plans

Employee Benefit Plans	12 Months Ended
	Dec. 31, 2020
Retirement Benefits [Abstract]
Employee Benefit Plans	14. Employee Benefit Plans The Company has established one voluntary defined contribution retirement plan qualifying under Section 401(k) of the Internal Revenue Code. The Company made no contributions to the 401(k) plans for the years ended December 31, 2020, 2019, and 2018.

Segment and Geographic Informat

Segment and Geographic Information	12 Months Ended
	Dec. 31, 2020
Segment Reporting [Abstract]
Segment and Geographic Information	15. Segment and Geographic Information ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. It defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer is considered to be our CODM. Our CODM manages the business as a multi-product business that utilizes its model to deliver software products to customers regardless of their geography or IT environment. Operating results are reviewed by the CODM primarily at the consolidated entity level, with the exception of recurring product level revenue, for purposes of making resource allocation decisions and for evaluating financial performance. Accordingly, we considered ourselves to be in a single operating and reporting segment structure. Revenue See Note 13 Revenue Recognition for a detail of revenue by geography. Identifiable Long-Lived Assets December 31, 2020 2019 Identifiable long-lived assets: United States $ 1,454 $ 2,520 United Kingdom 429 584 Canada 606 663 Other International 289 150 Total identifiable long-lived assets $ 2,778 $ 3,917

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	16. 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 and DevFactory executed an amendment to the agreement to extend the initial term to December 31, 2021. Additionally, the Company amended the option for either party to renew annually for one • The Company purchased services from Crossover, Inc. (“Crossover”), a company controlled by ESW Capital, LLC (a non-management investor) of approximately $4.8 million, $3.5 million, and $3.2 million during the years ended December 31, 2020, 2019, and 2018, respectively. Crossover provides a proprietary technology system to help the Company identify, screen, select, assign, and connect with necessary resources from time to time to perform technology software development and other services throughout the Company, and track productivity of such resources. While there are no purchase commitments with Crossover, the Company will continue to use their services in 2021. As of December 31, 2020 and December 31, 2019 amounts included in accounts payable and accrued liabilities 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. Fees earned from this arrangement during the years ended December 31, 2020, 2019, and 2018 were $45,000, $60,000, and $60,000, respectively. In connection with its arrangement with Visionael, the Company has provided advances to Visionael to help cover short term working capital needs. As of December 31, 2020 and December 31, 2019 advances to Visionael included in Prepaid and other on the Company’s condensed consolidated balance sheets totaled $0.4 million and $0.3 million, respectively, net of an allowance for credit losses of $0.3 million and $0.0 million respectively.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	17. Subsequent Events On January 19, 2021, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Second Street Media, Inc., a Missouri corporation (“Second Street”), pursuant to a Share Purchase Agreement dated January 19, 2021 (“Purchase Agreement”), by and among Upland, Second Street, and the company’s selling shareholders. Second Street will be integrated into and expand on the functionality offered in Upland’s Customer Experience Management product suite. The purchase price paid for Second Street was $25.4 million in cash at closing and a $5.0 million cash holdback payable in 12 months (subject to indemnification claims). The foregoing excludes any potential future earn-out payments tied to additional performance based goals with a maximum payout of $3.0 million. The Company recorded the purchase of the acquisition described above using the acquisition method of accounting and, accordingly, recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The purchase price allocation for the 2021 acquisition is preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. Management expects to finalize its purchase price allocation for this acquisition in the last half of 2021. In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events and transactions that occurred after December 31, 2020 through the date the consolidated financial statements were available for issuance. During this period the Company did not have any material reportable subsequent events other than the acquisitions disclosed above.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. There have been no changes in the Company’s accounting policies since December 31, 2019, except as discussed below with respect to the Company’s adoption of ASU 2016-13.
Use of Estimates	Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for 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 February 25, 2021, the date of issuance of this Annual Report on Form 10-K. 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.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments.
Accounts Receivable and Allowance for Credit Losses	Accounts Receivable and Allowance for Credit Losses The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Invoices generally require payment within 30 to 60 days from the invoice date. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so.
Concentrations of Credit Risk and Significant Customers	Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral.
Property and Equipment	Property and Equipment Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term
Business Combinations	Business Combinations We apply the provisions of ASC 805, Business Combinations, in accounting for our acquisitions which requires the acquisition purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill. Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to acquisition related expenses in our consolidated statement of operations. Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology and trade names are valued using the relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset. The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions. Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in due to sellers in our consolidated balance sheets. Contingent consideration typically includes earnout payments payable within 6 to 18 months of the date of acquisition based on attainment of certain performance goals. Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted if necessary. Holdback and contingent consideration liabilities are recorded in due to sellers in our consolidated balance sheet. The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in due to sellers in the consolidated balance sheets. The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments. Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as acquisition related expenses or other income (expense) in our consolidated statements of operations based on management’s assessment of the nature of the liability.
Goodwill and Other Intangibles	Goodwill and Other Intangibles Goodwill is evaluated for impairment annually in October or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The events and circumstances considered by the Company include the business climate, legal factors, operating performance indicators and competition. The company adopted ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment during the first quarter of 2018 which eliminated step 2 from the goodwill impairment test. As we operate as one reporting unit, the impairment test is performed at the consolidated entity level by comparing the estimated fair value of the Company to the its carrying value. We have elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying value. Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its carrying value we would compare the carrying value of the Company's single reporting unit to its fair value and recognize any excess carrying value as an impairment loss. We further estimate the fair value of the reporting unit using a fair-value-based approach based on market capitalization to determine if it is more likely than not that the fair value of our reporting unit is less than its carrying amount. Determining the fair value of goodwill is subjective in nature and often involves the use of estimates and assumptions including, without limitation, use of estimates of future prices and volumes for our products, capital needs, economic trends and other factors which are inherently difficult to forecast. If actual results, or the plans and estimates used in future impairment analyses are lower than the original estimates used to assess the recoverability of these assets, we could incur impairment charges in a future period. The Company has historically performed its annual goodwill and indefinite-lived intangible asset impairment test as of October 31st. During the first quarter of 2020, the Company changed the date of its annual impairment test to the first day of its fourth fiscal quarter, October 1st. 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 also performed a qualitative assessment as of October 31, 2020 to ensure the change did not result in the delay, acceleration or avoidance of an impairment charge. No impairment of goodwill was identified during the years ended December 31, 2020, 2019, or 2018. Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future
Long-Lived Assets	Long-Lived AssetsLong-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value.
Software Development Costs	Software Development Costs Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed. Software development costs associated with internal use software are incurred in three stages of development: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Eligible internal and external costs associated with significant upgrades and enhancements incurred during the application development stage are capitalized as property and equipment. During the fiscal years ended December 31, 2020, 2019, and 2018, there were no internal use software development costs capitalized under ASC 350-40, Internal-Use Software. ASC 350-40 also requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. In accordance with ASC 350-40, (i) capitalized implementation costs must are classified in the same balance sheet line item as the amounts prepaid for the related hosting arrangement; (ii) amortization of capitalized implementation costs are presented in the same income statement line item as the service fees for the related hosting arrangement; and (iii) cash flows related to capitalized implementation costs are presented within the same category of cash flow activity as the cash flows for the related hosting arrangement (i.e. operating activity). As of December 31, 2020 and 2019, the net carrying value of capitalized implementation costs related to hosting arrangements that were incurred during the application development stage were $0.6 million and $0.5 million, respectively. These costs related primarily to the implementation of a new ERP system. These capitalized implementation costs will be amortized over the expected term of the arrangement and are amortized in the same line item in the consolidated statements of operations as the expense for fees for the associated hosting arrangement.
Refundable Tax Credits and Income Taxes	Refundable Tax Credits Refundable tax credits related to current expenses are accounted for as a reduction of the research and development costs. Such credits relate to the Company's operations in Canada, the United Kingdom, and Ireland and are not dependent upon taxable income. Credits are accrued in the year in which the research and development costs or the capital expenditures are incurred, provided the Company is reasonably certain that the credits will be received. The government credit must be examined and approved by the tax authorities, and it is possible that the amounts granted will differ from the amounts recorded. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries. The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions. Interest and penalties are recorded as a component of income tax expense.
Debt Issuance Costs	Debt Issuance CostsThe Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized deferred financing costs are recorded to interest expense.
Derivatives	Derivatives The Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. These interest rate swaps effectively converted 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 Consolidated Balance Sheets. The fair value of interest rate swaps included in Interest rate swap liabilities in the Company's consolidated balance sheets was December 31, 2020 was $30.0 million. As of December 31, 2019, the fair value of the interest rate swaps included in Other assets in the Company's consolidated balance sheet 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 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 recognizes financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.
Revenue Recognition, Cost of Revenue, Customer Acquisition Costs	Revenue Recognition On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers . Refer to Note 13 Revenue Recognition for a detailed discussion of accounting policies related to revenue recognition, including deferred revenue and deferred commissions. Cost of Revenue Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology, and hosting and infrastructure costs related to the delivery of the Company’s products and services. Customer Relationship Acquisition Costs
Advertising Costs	Advertising CostsAdvertising costs are expensed in the period incurred.
Leases	Leases The Company determines if an arrangement is a lease at inception. This determination includes the review of contracts with third parties to identify the existence of potential embedded leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets.
Stock-Based Compensation	Stock-Based Compensation We measure all share-based payments, including grants of options to purchase common stock and the issuance of restricted stock or restricted stock units to employees, service providers and board members, using the fair-value at grant date. We record forfeitures as they occur. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period. We value restricted stock and restricted stock units at the closing price of our common stock on the grant date. We value stock option awards using the Black-Scholes option-pricing model. For the years ended December 31, 2020, 2019, and 2018 stock-based compensation awards consisted primarily of restricted stock and restricted stock units. From time to time, we grant restricted stock units that also include performance or market-based conditions (“PRSUs”). For PRSUs granted with a market condition, we use a Monte Carlo simulation analysis to value the award. Compensation expense for awards with marked-based conditions is recognized over the required service period of the grant based on the grant date fair value of the award and is not subject to fluctuation due to achievement of the underlying market-based condition.
Comprehensive Loss	Comprehensive LossThe Company utilizes the guidance in Accounting Standards Codification (ASC) Topic 220, Comprehensive Income, for the reporting and display of comprehensive loss and its components in the consolidated financial statements. Comprehensive loss consists of net loss, foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S. dollar, unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps.
Foreign Currency Transactions	Foreign Currency TransactionsThe functional currency of our foreign subsidiaries are the local currencies. Results of operations for foreign subsidiaries are translated in United States dollars using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into United States dollars using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders' equity in accumulated other comprehensive loss. Assets and liabilities denominated in currencies other than the functional currency are remeasured using the current exchange rate for monetary accounts and historical exchange rates for nonmonetary accounts, with exchange differences on remeasurement included in other income (expense) in our statements of operations.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In March 2020, the Financial Accounting Standards Board (“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 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Schedules of changes in the allowance for doubtful accounts	The following table presents the changes in the allowance for credit losses (in thousands): Year Ended December 31, 2020 2019 2018 Balance at beginning of year $ 1,238 $ 1,405 $ 1,069 Cumulative adjustment related to adoption of ASU 2016-13 108 — — Provision 1,115 1,720 875 Writeoffs, net of recoveries (996) (1,887) (539) Balance at end of year $ 1,465 $ 1,238 $ 1,405
Schedule of estimated useful lives of property and equipment	The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Property and equipment consisted of the following (in thousands) at: December 31, 2020 2019 Equipment $ 13,515 $ 12,936 Furniture and fixtures 645 633 Leasehold improvements 1,751 2,001 Accumulated depreciation (13,133) (11,653) Property and equipment, net $ 2,778 $ 3,917
Schedule of valuation assumptions	Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the twelve months ended December 31, 2020 are as follows. No PRSUs were granted during the years ended December 31, 2019 and 2018, respectively. Year Ended December 31, 2020 Expected volatility 45.1% Risk-free interest rate 1.3% Remaining performance period (in years) 1.35 Dividend yield — The following table summarizes the weighted-average grant-date fair value of options granted during 2018 and the assumptions used to develop their fair values. No stock options were awarded during the years ended December 31, 2020 and 2019. Year Ended December 31, 2018 Weighted average grant-date fair value of options $11.42 Expected volatility 33.4% Risk-free interest rate 2.8% Expected life in years 5.00 Dividend yield —

Acquisitions (Tables)

Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2020
Business Combinations [Abstract]
Schedule of Business Acquisitions, by Acquisition	The following table summarizes the consideration transferred for the acquisitions described above (in thousands): Localytics Altify InGenius Cimpl Kapost Postup Adestra Rant & Rave RO Innovation Interfax Cash $ 67,655 $ 84,000 $ 26,428 $ 23,071 $ 45,000 $ 34,825 $ 55,242 $ 58,470 $ 12,469 $ 35,000 Holdback (1) 345 — 3,000 2,600 5,000 175 4,432 6,500 1,781 5,000 Contingent consideration (2) 1,000 — 4,865 — — — — — — — Working capital and other adjustments (3) (5,238) — — — (601) — 197 (211) (87) — Total consideration $ 63,762 $ 84,000 $ 34,293 $ 25,671 $ 49,399 $ 35,000 $ 59,871 $ 64,759 $ 14,163 $ 40,000 (1) Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Localytics, InGenius, Cimpl, Kapost, Postup, Adestra, Rant & Rave and RO Innovation and 18 months from closing for Interfax. (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 earn-out was $15.0 million. For the year ended December 31, 2018, contingent consideration included potential future earn-out payments related to the acquisition of RO Innovation for up to $7.5 million which was valued at $0.0 million as of the acquisition date based on the probability of attainment of future performance-based goals. In addition to the contingent consideration detailed in the table above, during the year ended December 31, 2018 the Company incurred contingent consideration related to an asset acquisition from a former reseller of Interfax in connection with our acquisition of Interfax as discussed under “Other Acquisitions” below. Refer to Note 4 for further discussion regarding the calculation of fair value of acquisition related earn-outs and subsequent payouts.
Pro Forma Statements	The table below shows the Pro forma statements of operations data for the respective years ending December 31 (in thousands): 2018 Revenue $ 167,450 Net loss (1) $ (14,086) (1) While some recurring adjustments impact the pro forma figures presented, the decrease in pro forma net loss compared to our net loss presented on the consolidated statements of operations for the year ended December 31, 2018 includes nonrecurring adjustment removing acquisition costs from 2018 and reflects these costs in the year ended 2017, the year the acquisition was assumed to be completed for pro forma purposes.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following condensed table presents the finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions closed in 2019 and 2020 (in thousands): 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 6,323 889 317 278 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 33,543 34,426 24,141 12,928 20,953 21,973 Other assets 6 378 — 6 — — Total assets acquired 88,934 104,906 45,085 32,127 59,020 39,240 Accounts payable (2,382) (1,499) (128) (305) (50) (447) Accrued expense and other (6,761) (3,901) (2,807) (1,206) (3,724) (530) Deferred tax liabilities (3,382) (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 (25,172) (20,906) (10,792) (6,456) (9,621) (4,240) Total consideration $ 63,762 $ 84,000 $ 34,293 $ 25,671 $ 49,399 $ 35,000
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination	The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the years ended December 31, 2020 and 2019 (in years): Useful Life December 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)	12 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	Liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Interest rate swap liability $ — $ 30,032 $ — $ 30,032 Fair Value Measurements at December 31, 2019 Level 1 Level 2 Level 3 Total Assets: $ — $ 2,424 $ — $ 2,424 Liabilities: Earnout consideration liability $ — $ — $ 4,394 $ 4,394
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation	The following table presents additional information about earnout consideration liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value: December 31, 2020 2019 Beginning balance $ 4,394 $ 1,396 Remeasurement adjustments: Loss included in earnings 155 241 Acquisitions and settlements: Acquisitions 1,000 4,865 Settlements (1) (5,549) (2,108) Ending balance $ — $ 4,394
Fair Value Measurement Inputs and Valuation Techniques	The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows: Fair Value at December 31, 2019 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: $ 4,394 Binary option model Expected future annual revenue streams and probability of achievement

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in the Company’s goodwill balance for each of the two years in the period ended December 31, 2020 are summarized in the table below (in thousands): Balance at December 31, 2018 $ 225,322 Acquired in business combinations 117,610 Adjustment related to prior year business combinations 3,123 Adjustment related to finalization of business combinations (2,195) Foreign currency translation adjustment 2,274 Balance at December 31, 2019 $ 346,134 Acquired in business combinations 39,646 Adjustment related to prior year business combinations (1) (996) Adjustment related to finalization of current year business combinations (6,103) Foreign currency translation adjustment 4,917 Balance at December 31, 2020 $ 383,598 (1) Related to changes in the ASC 805 valuation of intangible assets in the prior year business combination of Altify.
Schedule of Finite-Lived Intangible Assets	The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying December 31, 2020 Customer relationships 1-10 $ 318,941 $ 89,131 $ 229,810 Trade name 1.5-10 9,283 4,763 4,520 Developed technology 4-9 79,382 33,929 45,453 Non-compete agreements 3 $ 1,148 $ 956 $ 192 Total intangible assets $ 408,754 $ 128,779 $ 279,975 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
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	As of December 31, 2020, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: 2021 $ 44,243 2022 41,377 2023 39,234 2024 36,915 2025 33,592 Thereafter 84,614 Total $ 279,975

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of continuing operations before income taxes	The Company's loss from continuing operations before income taxes for the years ended December 31, was as follows (in thousands): 2020 2019 2018 Loss before provision for income taxes: United States $ (43,851) $ (41,237) $ (23,350) Foreign (11,602) (10,939) 2,702 $ (55,453) $ (52,176) $ (20,648)
Schedule of components of income tax (benefit)	The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands): 2020 2019 2018 Current Federal $ — $ (10) $ 177 State 402 395 253 Foreign 2,449 1,989 2,328 Total Current $ 2,851 $ 2,374 $ 2,758 Deferred Federal $ (2,275) $ (5,139) $ (9,866) State (137) (103) (1,584) Foreign (4,673) (3,937) (1,117) Total Deferred (7,085) (9,179) (12,567) (Benefit from) provision for income taxes $ (4,234) $ (6,805) $ (9,809)
Schedule of deferred tax components	Significant components of the Company’s deferred taxes as of December 31 are as follows (in thousands): 2020 2019 2018 Deferred tax assets: Accrued expenses and allowances $ 2,095 $ 2,616 $ 1,871 Deferred revenue 613 28 4 Stock compensation 1,151 1,157 743 Net operating loss and tax credit carryforwards 53,157 45,716 33,579 Disallowed interest expense carryforwards 11,599 6,692 2,888 Capital expenses 286 192 205 Tax credit carryforwards 600 991 — Lease liability 3,054 2,177 — Unrealized losses 7,617 — — Other 658 696 723 Valuation allowance for noncurrent deferred tax assets (35,701) (21,179) (15,507) Net deferred tax assets $ 45,129 $ 39,086 $ 24,506 Deferred tax liabilities: Prepaid expenses (260) (210) (61) Intangible assets (56,541) (53,737) (33,518) Goodwill (5,954) (5,187) (2,012) Tax credit carryforwards — — (302) Right of use asset (2,597) (2,135) — Unrealized gains — (1,184) — Deferred commissions (3,869) (2,318) (1,924) Net deferred tax liabilities $ (69,221) $ (64,771) $ (37,817) Net deferred taxes $ (24,092) $ (25,685) $ (13,311)
Schedule of effective income tax rate reconciliation	The Company’s provision for income taxes differs from the expected tax expense (benefit) amount computed by applying the statutory federal income tax rate to income before taxes due to the following: 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 1.6 % 2.7 % 4.6 % Tax credits (0.1) % 1.4 % 0.4 % Effect of foreign operations (1.1) % (1.0) % (2.1) % Stock compensation (0.3) % 4.1 % 12.3 % Disallowed excess executive compensation (4.0) % (2.1) % — % Permanent items and other (0.7) % (2.3) % (6.6) % Change in valuation allowance (8.8) % (10.8) % 17.9 % 7.6 % 13.0 % 47.5 %
Schedule of unrecognized tax benefits	To the extent the Company is required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability, (in thousands). Balance at December 31, 2018 $ 2,006 Additional based on tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years (1,317) Settlements — Balance at December 31, 2019 $ 689 Additional based on tax positions related to the current year — Additions for tax positions of prior years — Reductions for tax positions of prior years (79) Settlements — Balance at December 31, 2020 $ 610

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2020
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	Long-term debt consisted of the following at December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 2019 Senior secured loans (includes unamortized discount of $11,648 and $13,576 based on an imputed interest rate of 5.8% and 5.8%, at December 31, 2020 and December 31, 2019, respectively) $ 521,603 $ 525,074 Less current maturities (3,166) (3,193) Total long-term debt $ 518,437 $ 521,881
Schedule of Debt, Interest Rate Swap	Year Ended December 31 2020 2019 Gain (loss) recognized in Other comprehensive income on derivative financial instruments $ (32,455) $ 2,424 Gain (loss) on interest rate swap (included in Interest expense on our consolidated statement of operations) $ (5,500) $ 484
Schedule of Maturities of Long-term Debt	Under the terms of the Credit Agreement, future debt maturities of long-term debt excluding debt discounts at December 31, 2020 are as follows, (in thousands): Year ending December 31: 2021 $ 5,400 2022 5,400 2023 5,400 2024 5,400 2025 5,400 Thereafter 506,251 $ 533,251 Less unamortized discount 11,648 $ 521,603

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2020
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following table sets for the computations of loss per share (in thousands, except share and per share amounts): Year Ended December 31, 2020 2019 2018 Numerators: Net loss $ (51,219) $ (45,371) $ (10,839) Denominator: Weighted–average common shares outstanding, basic and diluted 26,632,116 23,099,549 19,985,528 Net loss per common share, basic and diluted $ (1.92) $ (1.96) $ (0.54)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following table sets forth the anti-dilutive common share equivalents excluded from the weighted-average shares used to calculate diluted net loss per common share: Year Ended December 31, 2020 2019 2018 Stock options 264,002 329,698 408,899 Restricted stock awards 34,508 371,217 997,014 Restricted stock units 1,261,290 790,807 — Performance restricted stock units 66,297 — — Total anti–dilutive common share equivalents 1,626,097 1,491,722 1,405,913

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2020
Leases [Abstract]
Lease, Cost	The components of lease expense were as follows (in thousands): Year Ended December 31, 2020 2019 Operating lease cost $ 6,681 2,915 Finance lease costs: Amortization of right-of-use assets 139 714 Interest on lease liabilities 10 67 Sublease income (798) (454) Total lease costs $ 6,032 3,242 Other information about lease amounts recognized in our consolidated financial statements is summarized as follows: Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 4,160 $ 3,119 Operating cash flows from finance leases $ 10 $ 75 Financing cash flows from finance leases $ 88 $ 529 Right-of-use assets obtained in exchange for lease obligations (in thousands): Operating leases $ 8,915 $ 5,770 Weighted average remaining lease term (in years): Operating leases 4.1 4.3 Finance leases 2.6 1.2 Weighted average discount rate Operating leases 5.6 % 6.0 % Finance leases 5.1 % 5.6 %
Lessee, Operating Lease, Liability, Maturity	Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating 2021 $ 7 $ 3,785 2022 7 3,406 2023 2 2,874 2024 — 1,861 2025 — 1,126 Thereafter — 547 Total minimum lease payments 16 13,599 Less amount representing interest (2) (1,897) Present value of lease liabilities $ 14 $ 11,702 Accrued expenses and other current liabilities $ 9 $ — Operating lease liabilities, current — 3,315 Operating lease liabilities, noncurrent — 8,387 Other long-term liabilities 5 — Total lease liabilities $ 14 $ 11,702
Finance Lease, Liability, Maturity	Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands): Finance Leases Operating 2021 $ 7 $ 3,785 2022 7 3,406 2023 2 2,874 2024 — 1,861 2025 — 1,126 Thereafter — 547 Total minimum lease payments 16 13,599 Less amount representing interest (2) (1,897) Present value of lease liabilities $ 14 $ 11,702 Accrued expenses and other current liabilities $ 9 $ — Operating lease liabilities, current — 3,315 Operating lease liabilities, noncurrent — 8,387 Other long-term liabilities 5 — Total lease liabilities $ 14 $ 11,702

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum lease payments under operating and capital lease obligations	Future minimum payments for purchase commitments are as follows (in thousands): Purchase Commitments 2021 $ 19,409 2022 9,765 2023 11,270 2024 11,379 2025 6,694 Thereafter — Total minimum payments $ 58,517

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	The estimated useful lives of property and equipment are as follows: Computer hardware and equipment 3 - 5 years Purchased software and licenses 3 - 5 years Furniture and fixtures 7 years Leasehold improvements Lesser of estimated useful life or lease term Property and equipment consisted of the following (in thousands) at: December 31, 2020 2019 Equipment $ 13,515 $ 12,936 Furniture and fixtures 645 633 Leasehold improvements 1,751 2,001 Accumulated depreciation (13,133) (11,653) Property and equipment, net $ 2,778 $ 3,917

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Schedule of Accumulated Other Comprehensive Loss	The following table shows the components of accumulated other comprehensive loss, net of income taxes, (“AOCI”) in the stockholders’ equity section of our consolidated balance sheets at the dates indicated (in thousands): December 31, 2020 2019 Foreign currency translation adjustment $ 644 $ (4,530) Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries 3,154 883 Unrealized gain (loss) on interest rate swaps (30,032) 2,424 Total accumulated other comprehensive loss $ (26,234) $ (1,223)
Schedule of allocated share-based compensation expense	The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue $ 1,951 $ 1,000 $ 654 Research and development 3,391 2,310 1,250 Sales and marketing 3,450 1,543 533 General and administrative 32,900 20,901 11,693 Total $ 41,692 $ 25,754 $ 14,130
Schedule of Restricted Stock Unity Activity	Restricted stock unit activity during the year ended December 31, 2020 is as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2019 790,807 $ 39.55 Units granted 1,353,791 40.30 Units vested (751,668) 39.99 Awards forfeited (131,640) 41.26 Unvested balances at December 31, 2020 1,261,290 $ 39.92
Schedule of Performance Based Restricted Stock Unit Activity	PRSU activity during the year ended December 31, 2020 is as follows: Number of Weighted-Average Grant Date Fair Value (1) Unvested balances at December 31, 2019 — $ — Units granted 66,297 79.72 Unvested balances at December 31, 2020 66,297 $ 79.72 (1) Fair value is calculated based on the grant closing stock price of $41.48 as of February 24, 2020 multiplied by a fair value factor of 192.20% as determined using a Monte Carlo simulation.
Schedule of Restricted Stock Awards	Restricted stock activity during the year ended December 31, 2020 is as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2019 371,217 $28.26 Awards granted — $— Awards vested (305,704) $28.02 Awards forfeited (31,005) $28.54 Unvested balances at December 31, 2020 34,508 $30.13
Schedule of stock option activity	Stock option activity during the year ended December 31, 2020 is as follows: Number of Weighted– Weighted– Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2019 329,698 $ 8.57 Options granted — — Options exercised 65,477 7.14 Options forfeited — — Options expired 219 1.79 Outstanding at December 31, 2020 264,002 $ 8.93 4.6 $ 9,757 Options vested and expected to vest at December 31, 2020 264,002 $ 8.93 4.6 $ 9,757 Options vested and exercisable at December 31, 2020 264,002 $ 8.93 4.6 $ 9,757

Revenue Recognition (Tables)

Revenue Recognition (Tables)	12 Months Ended
	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Activity Impacting Deferred Commissions	The following table presents the activity impacting deferred commissions for the year ended December 31, 2020 (in thousands): December 31, 2020 Deferred commissions beginning balance $ 11,822 Capitalized deferred commissions 11,464 Amortization of deferred commissions (4,540) Deferred commissions ending balance $ 18,746
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): Year Ended December 31, 2020 2019 2018 Revenues: Subscription and support: United States $ 206,320 $ 140,882 $ 106,628 United Kingdom 39,032 38,879 11,189 Canada 14,830 10,504 5,395 Other International 17,322 13,601 13,366 Total subscription and support revenue 277,504 203,866 136,578 Perpetual license: United States 1,396 5,395 2,378 United Kingdom 16 42 94 Canada 76 111 303 Other International 396 190 1,127 Total perpetual license revenue 1,884 5,738 3,902 Professional services: United States 8,721 9,250 7,321 United Kingdom 2,059 2,367 487 Canada 504 536 591 Other International 1,106 880 1,006 Total professional service revenue 12,390 13,033 9,405 Total revenue $ 291,778 $ 222,637 $ 149,885

Segment and Geographic Inform_2

Segment and Geographic Information (Tables)	12 Months Ended
	Dec. 31, 2020
Segment Reporting [Abstract]
Schedule of revenues and long lived assets by geographical area	December 31, 2020 2019 Identifiable long-lived assets: United States $ 1,454 $ 2,520 United Kingdom 429 584 Canada 606 663 Other International 289 150 Total identifiable long-lived assets $ 2,778 $ 3,917

Organization and Nature of Op_2

Organization and Nature of Operations (Details)	108 Months Ended
	Dec. 31, 2020acquisition
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of acquisitions	26

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of year	$ 1,238	$ 1,405	$ 1,069
Provision	1,115	1,720	875
Writeoffs, net of recoveries	(996)	(1,887)	(539)
Balance at end of year	1,465	1,238	1,405
Cumulative Adjustment
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of year	$ 108	0	0
Balance at end of year		$ 108	$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2020USD ($)reportingUnitshares	Dec. 31, 2019USD ($)shares	Dec. 31, 2018USD ($)shares	Nov. 26, 2019USD ($)	Aug. 06, 2019USD ($)	Dec. 31, 2017USD ($)
Property, Plant and Equipment [Abstract]
Number of reportable units | reportingUnit	1
Impairment of goodwill	$ 0	$ 0	$ 0
Impairment of intangible asset	0	0	0
Net carrying value of capitalized implementations costs	600,000	500,000
Write off of deferred financing costs	0	2,300,000	0
Advertising expenses	87,000	132,000	79,000
Tax liability accrued in anticipation of future dividends from foreign subsidiaries	0
Foreign currency transaction gains	200,000		300,000
Foreign currency transaction losses		(500,000)
Decrease in accumulated deficit	$ 306,615,000	$ 212,861,000	$ 87,307,000			$ 91,415,000
Performance restricted stock units
Property, Plant and Equipment [Abstract]
Units granted (in shares) | shares	66,297	0	0
Stock options
Property, Plant and Equipment [Abstract]
Options granted (in shares) | shares	0	0
Cumulative Adjustment
Property, Plant and Equipment [Abstract]
Decrease in accumulated deficit		$ (108,000)				6,292,000
Interest Rate Swap | Liability
Property, Plant and Equipment [Abstract]
Interest rate swap liabilities	$ (30,000,000)
Interest Rate Swap | Other Assets
Property, Plant and Equipment [Abstract]
Interest rate swap liabilities		2,400,000
Credit Facility | Secured Debt
Property, Plant and Equipment [Abstract]
Note face amount	$ 540,000,000			$ 190,000,000	$ 350,000,000
Stated interest rate	5.40%				5.40%
Debt instrument, term	7 years
Minimum
Property, Plant and Equipment [Abstract]
Cash holdback, payment period (in months)	12 months
Earnout payment, payment period (in months)	6 months
Maximum
Property, Plant and Equipment [Abstract]
Cash holdback, payment period (in months)	18 months
Earnout payment, payment period (in months)	18 months
Computer Equipment | Minimum
Property, Plant and Equipment [Abstract]
Estimated useful life (in years)	3 years
Computer Equipment | Maximum
Property, Plant and Equipment [Abstract]
Estimated useful life (in years)	5 years
Purchased Software and Licenses | Minimum
Property, Plant and Equipment [Abstract]
Estimated useful life (in years)	3 years
Purchased Software and Licenses | Maximum
Property, Plant and Equipment [Abstract]
Estimated useful life (in years)	5 years
Furniture and fixtures
Property, Plant and Equipment [Abstract]
Estimated useful life (in years)	7 years
Accumulated Other Comprehensive Loss
Property, Plant and Equipment [Abstract]
Translation gains (losses)	$ 2,300,000	2,200,000	$ (1,400,000)
Decrease in accumulated deficit	(26,234,000)	(1,223,000)	(7,501,000)			(2,403,000)
Accumulated Deficit
Property, Plant and Equipment [Abstract]
Decrease in accumulated deficit	$ (182,373,000)	(131,046,000)	$ (85,675,000)			(81,128,000)
Accumulated Deficit | Cumulative Adjustment
Property, Plant and Equipment [Abstract]
Decrease in accumulated deficit		$ (108,000)				$ 6,292,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Fair Value Assumptions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2018
Performance restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	45.10%
Risk-free interest rate	1.30%
Expected life in years	1 year 4 months 6 days
Dividend yield	$ 0
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant-date fair value of options (in dollars per share)		$ 11.42
Expected volatility		33.40%
Risk-free interest rate		2.80%
Expected life in years		5 years
Dividend yield		$ 0

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	Dec. 12, 2018	Oct. 03, 2018	Jun. 27, 2018	Mar. 21, 2018
Localytics
Business Acquisition [Line Items]
Cash	$ 67,655
Holdback	345
Contingent consideration	1,000
Working capital and other adjustments (3)	(5,238)
Total consideration	$ 63,762
Cash holdback, payment period (in months)	12 months
Altify Ireland Limited
Business Acquisition [Line Items]
Cash		$ 84,000
Holdback		0
Contingent consideration		0
Working capital and other adjustments (3)		0
Total consideration		$ 84,000
InGenius Software Inc.
Business Acquisition [Line Items]
Cash			$ 26,428
Holdback			3,000
Contingent consideration			4,865
Working capital and other adjustments (3)			0
Total consideration			$ 34,293
Cash holdback, payment period (in months)			12 months
Business combination, maximum earnout payments			$ 15,000
Cimpl, Inc.
Business Acquisition [Line Items]
Cash				$ 23,071
Holdback				2,600
Contingent consideration				0
Working capital and other adjustments (3)				0
Total consideration				$ 25,671
Cash holdback, payment period (in months)				12 months
Kapost
Business Acquisition [Line Items]
Cash					$ 45,000
Holdback					5,000
Contingent consideration					0
Working capital and other adjustments (3)					(601)
Total consideration					$ 49,399
Cash holdback, payment period (in months)					12 months
Postup Holdings
Business Acquisition [Line Items]
Cash						$ 34,825
Holdback						175
Contingent consideration						0
Working capital and other adjustments (3)						0
Total consideration						$ 35,000
Cash holdback, payment period (in months)						12 months
Adestra Ltd.
Business Acquisition [Line Items]
Cash							$ 55,242
Holdback							4,432
Contingent consideration							0
Working capital and other adjustments (3)							197
Total consideration							$ 59,871
Cash holdback, payment period (in months)							12 months
Rant & Rave
Business Acquisition [Line Items]
Cash								$ 58,470
Holdback								6,500
Contingent consideration								0
Working capital and other adjustments (3)								(211)
Total consideration								$ 64,759
Cash holdback, payment period (in months)								12 months
RO Innovation, Inc.
Business Acquisition [Line Items]
Cash									$ 12,469
Holdback									1,781
Contingent consideration									0
Working capital and other adjustments (3)									(87)
Total consideration									$ 14,163
Cash holdback, payment period (in months)									12 months
Business combination, maximum earnout payments									$ 7,500
Future earn-out payments fair value									$ 0
Interfax Communications Limited
Business Acquisition [Line Items]
Cash										$ 35,000
Holdback										5,000
Contingent consideration										0
Working capital and other adjustments (3)										0
Total consideration										$ 40,000
Cash holdback, payment period (in months)										18 months
Future earn-out payments fair value										$ 300

Acquisitions - Pro Forma (Detai

Acquisitions - Pro Forma (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Revenue	$ 291,778	$ 222,637	$ 149,885
Net loss	$ (51,219)	$ (45,371)	(10,839)
Rant & Rave
Business Acquisition [Line Items]
Revenue			167,450
Net loss			$ (14,086)

Acquisitions - Assets Acquired

Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Feb. 06, 2020	Oct. 04, 2019	Oct. 01, 2019	Aug. 21, 2019	May 24, 2019	Apr. 18, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill	$ 383,598	$ 346,134							$ 225,322
Weighted-average amortization period	7 years 4 months 24 days	9 years 6 months
Customer relationships
Business Acquisition [Line Items]
Weighted-average amortization period	8 years	9 years 9 months 18 days
Trade name
Business Acquisition [Line Items]
Weighted-average amortization period	2 years	9 years 2 months 12 days
Developed technology
Business Acquisition [Line Items]
Weighted-average amortization period	5 years	7 years 10 months 24 days
Localytics
Business Acquisition [Line Items]
Cash			$ 0
Accounts receivable			3,648
Other current assets			6,323
Tax credits receivable			0
Operating lease right-of-use asset			7,605
Property and equipment			409
Goodwill			33,543
Other assets			6
Total assets acquired			88,934
Accounts payable			(2,382)
Accrued expense and other			(6,761)
Deferred tax liabilities			(3,382)
Deferred revenue			(4,812)
Operating lease liabilities			(7,835)
Total liabilities assumed			(25,172)
Total consideration			63,762
Localytics | Customer relationships
Business Acquisition [Line Items]
Intangible assets			30,500
Localytics | Trade name
Business Acquisition [Line Items]
Intangible assets			300
Localytics | Technology
Business Acquisition [Line Items]
Intangible assets			$ 6,600
Altify Ireland Limited
Business Acquisition [Line Items]
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				34,426
Other assets				378
Total assets acquired				104,906
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
Business Acquisition [Line Items]
Intangible assets				50,954
Altify Ireland Limited | Trade name
Business Acquisition [Line Items]
Intangible assets				1,112
Altify Ireland Limited | Technology
Business Acquisition [Line Items]
Intangible assets				$ 7,648
InGenius Software Inc.
Business Acquisition [Line Items]
Cash					$ 11
Accounts receivable					1,456
Other current assets					317
Tax 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
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
Business Acquisition [Line Items]
Intangible assets					11,208
InGenius Software Inc. | Trade name
Business Acquisition [Line Items]
Intangible assets					424
InGenius Software Inc. | Technology
Business Acquisition [Line Items]
Intangible assets					$ 4,576
Cimpl, Inc.
Business Acquisition [Line Items]
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
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, Inc. | Customer relationships
Business Acquisition [Line Items]
Intangible assets						12,430
Cimpl, Inc. | Trade name
Business Acquisition [Line Items]
Intangible assets						216
Cimpl, Inc. | Technology
Business Acquisition [Line Items]
Intangible assets						$ 3,240
Kapost
Business Acquisition [Line Items]
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
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
Business Acquisition [Line Items]
Intangible assets							23,735
Kapost | Trade name
Business Acquisition [Line Items]
Intangible assets							787
Kapost | Technology
Business Acquisition [Line Items]
Intangible assets							$ 5,756
Postup Holdings
Business Acquisition [Line Items]
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
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 Holdings | Customer relationships
Business Acquisition [Line Items]
Intangible assets								10,667
Postup Holdings | Trade name
Business Acquisition [Line Items]
Intangible assets								468
Postup Holdings | Technology
Business Acquisition [Line Items]
Intangible assets								$ 2,943

Acquisitions - Additional Infor

Acquisitions - Additional Information (Details) - USD ($) $ in Thousands	Mar. 21, 2018	Dec. 31, 2020	Dec. 31, 2019	Feb. 06, 2020	Oct. 04, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill		$ 383,598	$ 346,134			$ 225,322
Business acquisition, transaction costs		4,300	11,300			$ 6,100
Sunset Assets
Business Acquisition [Line Items]
Non-cash expense on divestiture			2,000
Deferred commission costs			2,200
Intangible assets			1,100
Allocated goodwill			200
Liabilities, primarily deferred revenue			1,000
Third-Party Payor | Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired		200	1,600
Marketech Asset Acquisition
Business Acquisition [Line Items]
Earn out payment			$ 600
Altify Ireland Limited
Business Acquisition [Line Items]
Business combination adjustment, deferred tax liabilities		1,000
Goodwill					$ 34,426
All Acquisitions During Period
Business Acquisition [Line Items]
Goodwill		148,000
Expected tax deductible amount of goodwill		6,200
Localytics
Business Acquisition [Line Items]
Revenue since date of acquisition		16,300
Decrease in deferred tax liabilities		900
Goodwill				$ 33,543
Earn out payment		$ 1,000
Interfax Communications Limited
Business Acquisition [Line Items]
Future earn-out payments fair value	$ 300
Interfax Communications Limited | Marketech
Business Acquisition [Line Items]
Payments to acquire certain assets and intangible assets	2,000
Business combination, maximum earnout payments	$ 1,000

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - Credit Facility - Secured Debt	12 Months Ended
	Dec. 31, 2020	Aug. 06, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, term	7 years
Stated interest rate	5.40%	5.40%

Fair Value Measurements - Asset

Fair Value Measurements - Assets and Liabilities at Fair Value, Recurring Basis (Details) - Recurring Measurement - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Fair Value, Net		$ 2,424
Liabilities, Fair Value Disclosure [Abstract]
Future earn-out payments fair value		4,394
Interest Rate Swap
Liabilities, Fair Value Disclosure [Abstract]
Derivative Liability	$ 30,032
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Fair Value, Net		0
Liabilities, Fair Value Disclosure [Abstract]
Future earn-out payments fair value		0
Level 1 | Interest Rate Swap
Liabilities, Fair Value Disclosure [Abstract]
Derivative Liability	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Fair Value, Net		2,424
Liabilities, Fair Value Disclosure [Abstract]
Future earn-out payments fair value		0
Level 2 | Interest Rate Swap
Liabilities, Fair Value Disclosure [Abstract]
Derivative Liability	30,032
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative, Fair Value, Net		0
Liabilities, Fair Value Disclosure [Abstract]
Future earn-out payments fair value		$ 4,394
Level 3 | Interest Rate Swap
Liabilities, Fair Value Disclosure [Abstract]
Derivative Liability	$ 0

Fair Value Measurements - Fixed

Fair Value Measurements - Fixed Maturity Securities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Marketech Asset Acquisition
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Earn out payment		$ (600)
Localytics
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Earn out payment	$ (1,000)
InGenius Software Inc.
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Earn out payment	(4,500)
RO Innovation, Inc.
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Earn out payment		(1,500)
Level 3 | Earnout Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	4,394
Ending balance	0	4,394
Recurring Measurement | Level 3 | Earnout Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	4,394	1,396
(Gains) or losses included in earnings	155	241
Acquisitions	1,000	4,865
Settlements	$ (5,549)	(2,108)
Ending balance		$ 4,394

Fair Value Measurements - Quant

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

Fair Value Measurements - Debt

Fair Value Measurements - Debt (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Level 2 | Recurring Measurement
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt	$ 533.3	$ 538.7

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Goodwill [Roll Forward]
Beginning balance, goodwill	$ 346,134	$ 225,322
Acquired in business combinations	39,646	117,610
Adjustment related to prior year business combinations	(996)	3,123
Adjustment related to finalization of current year business combinations	(6,103)	(2,195)
Foreign currency translation adjustment	4,917	2,274
Ending balance, goodwill	$ 383,598	$ 346,134

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 408,754	$ 364,502
Accumulated Amortization	128,779	81,775
Net Carrying Amount	279,975	282,727
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	318,941	283,005
Accumulated Amortization	89,131	53,984
Net Carrying Amount	$ 229,810	$ 229,021
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	1 year	1 year
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	10 years	10 years
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 9,283	$ 8,827
Accumulated Amortization	4,763	3,884
Net Carrying Amount	$ 4,520	$ 4,943
Trade name | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	1 year 6 months	1 year 6 months
Trade name | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	10 years	10 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 79,382	$ 71,522
Accumulated Amortization	33,929	23,333
Net Carrying Amount	$ 45,453	$ 48,189
Developed technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	4 years	4 years
Developed technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	9 years	9 years
Noncompetes
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	3 years	3 years
Gross Carrying Amount	$ 1,148	$ 1,148
Accumulated Amortization	956	574
Net Carrying Amount	$ 192	$ 574

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 44.9	$ 32.4	$ 19
Customer relationships | Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	1 year	1 year
Customer relationships | Minimum | Sunset Assets
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	1 year
Customer relationships | Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	10 years	10 years
Customer relationships | Maximum | Sunset Assets
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	2 years 6 months

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2021	$ 44,243
2022	41,377
2023	39,234
2024	36,915
2025	33,592
Thereafter	84,614
Net Carrying Amount	$ 279,975	$ 282,727

Income Taxes - Loss from Contin

Income Taxes - Loss from Continuing Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
United States	$ (43,851)	$ (41,237)	$ (23,350)
Foreign	(11,602)	(10,939)	2,702
Income (loss) before provision for income taxes	$ (55,453)	$ (52,176)	$ (20,648)

Income Taxes - Components of th

Income Taxes - Components of the Provision(Benefit) for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Current
Federal	$ 0	$ (10)	$ 177
State	402	395	253
Foreign	2,449	1,989	2,328
Total Current	2,851	2,374	2,758
Deferred
Federal	(2,275)	(5,139)	(9,866)
State	(137)	(103)	(1,584)
Foreign	(4,673)	(3,937)	(1,117)
Total Deferred	(7,085)	(9,179)	(12,567)
(Benefit from) provision for income taxes	$ (4,234)	$ (6,805)	$ (9,809)

Income Taxes - Deferred Tax Ass

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Accrued expenses and allowances	$ 2,095	$ 2,616	$ 1,871
Deferred revenue	613	28	4
Stock compensation	1,151	1,157	743
Net operating loss and tax credit carryforwards	53,157	45,716	33,579
Disallowed interest expense carryforwards	11,599	6,692	2,888
Capital expenses	286	192	205
Tax credit carryforwards	600	991	0
Lease liability	3,054	2,177	0
Unrealized losses	7,617	0	0
Other	658	696	723
Valuation allowance for noncurrent deferred tax assets	(35,701)	(21,179)	(15,507)
Net deferred tax assets	45,129	39,086	24,506
Deferred tax liabilities:
Prepaid expenses	(260)	(210)	(61)
Intangible assets	(56,541)	(53,737)	(33,518)
Goodwill	(5,954)	(5,187)	(2,012)
Tax credit carryforwards	0	0	(302)
Right of use asset	(2,597)	(2,135)	0
Unrealized gains	0	(1,184)	0
Deferred commissions	(3,869)	(2,318)	(1,924)
Net deferred tax liabilities	(69,221)	(64,771)	(37,817)
Net deferred taxes	$ (24,092)	$ (25,685)	$ (13,311)

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Federal statutory rate (percent)	21.00%	21.00%	21.00%
State taxes, net of federal benefit (percent)	1.60%	2.70%	4.60%
Tax credits (percent)	(0.10%)	1.40%	0.40%
Effect of foreign operations (percent)	(1.10%)	(1.00%)	(2.10%)
Stock compensation (percent)	(0.30%)	4.10%	12.30%
Disallowed excess executive compensation (percent)	(4.00%)	(2.10%)	0.00%
Permanent items and other (percent)	(0.70%)	(2.30%)	(6.60%)
Tax carryforwards not benefited (percent)	(8.80%)	(10.80%)	17.90%
Effective tax rate (percent)	7.60%	13.00%	47.50%

Income Taxes - Unrecognized Tax

Income Taxes - Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 689	$ 2,006
Additional based on tax positions related to the current year	0	0
Additions for tax positions of prior years	0	0
Reductions for tax positions of prior years	(79)	(1,317)
Settlements	0	0
Ending balance	$ 610	$ 689

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Operating Loss Carryforwards [Line Items]
State taxes, net of federal benefit (percent)	1.60%	2.70%	4.60%
Operating loss carryforwards	$ 344.5
Net operating loss carryforwards, carry forward indefinitely	23.8
Unrecognized tax benefits that would impact effective tax rate	0.6
Accrued interest or penalties related to uncertain tax positions	0.2
Operations and Acquisitions
Operating Loss Carryforwards [Line Items]
Valuation allowance, deferred tax asset increase (decrease)	14.5	$ 5.7
Domestic Business Combinations
Operating Loss Carryforwards [Line Items]
Valuation allowance, deferred tax asset increase (decrease)	(2.4)
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	318.6
Operating loss carryforwards, expiration amount	133.9
Credit carryforwards, expiration before utilization	3
Domestic Tax Authority | Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Research & development credit carryforwards	3
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 25.9

Debt - Long-term Debt (Details)

Debt - Long-term Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Less unamortized discount	$ 11,648	$ 13,576
Imputed interest rate (as a percent)	5.80%	5.80%
Long-term debt	$ 521,603
Less current maturities	(3,166)	$ (3,193)
Total long-term debt	518,437	521,881
Senior secured loans
Debt Instrument [Line Items]
Long-term debt	$ 521,603	$ 525,074

Debt - Schedule of Debt, Intere

Debt - Schedule of Debt, Interest Rate Swap (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Unrealized gain (loss) on interest rate swaps	$ (32,455)	$ 2,424	$ 0
Gain (loss) on interest rate swap (included in Interest expense on our consolidated statement of operations)	$ (5,500)	$ 484

Debt - Loan and Security Agreem

Debt - Loan and Security Agreements (Details) - USD ($)	Aug. 06, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Nov. 26, 2019
Debt Instrument [Line Items]
Cash flow hedge gain (loss), net		$ 5,500,000
Debt instrument, cash interest costs, percent		5.40%	6.00%
Payments of financing costs		$ 11,600,000
Loss on debt extinguishment		0	$ (2,317,000)	$ 0
Liability | Interest Rate Swap
Debt Instrument [Line Items]
Interest rate swap liabilities		(30,000,000)
Credit Facility
Debt Instrument [Line Items]
Debt instrument, covenant compliance, percent	35.00%
Debt instrument, covenant, leverage ratio, maximum, amount	$ 50,000,000
Debt instrument, covenant, leverage ratio, maximum	6
Increase in interest rate upon default (as a percent)	2.00%
Credit Facility | Secured Debt
Debt Instrument [Line Items]
Note face amount	$ 350,000,000	$ 540,000,000			$ 190,000,000
Debt instrument, term		7 years
Debt instrument, repayment rate, quarterly	0.25%
Debt instrument, repayment rate, annual	1.00%
Stated interest rate	5.40%	5.40%
Credit Facility | Secured Debt | Base Rate
Debt Instrument [Line Items]
Basis spread	2.75%
Credit Facility | Secured Debt | Eurodollar Deposits Rate
Debt Instrument [Line Items]
Basis spread	3.75%
Credit Facility | Secured Debt | Eurodollar Deposits Rate | Minimum
Debt Instrument [Line Items]
Basis spread	0.00%
Credit Facility | Secured Debt | Federal Funds Effective Swap Rate
Debt Instrument [Line Items]
Basis spread	0.50%
Credit Facility | Secured Debt | Federal Funds Effective Swap Rate | Minimum
Debt Instrument [Line Items]
Basis spread	0.00%
Credit Facility | Secured Debt | Eurodollar
Debt Instrument [Line Items]
Basis spread	1.00%
Credit Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, term	5 years
Maximum borrowing capacity	$ 60,000,000
Credit Facility | Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 10,000,000
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage	0.50%

Debt - Future Debt Maturities o

Debt - Future Debt Maturities of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Long-term Debt, Fiscal Year Maturity [Abstract]
2021	$ 5,400
2022	5,400
2023	5,400
2024	5,400
2025	5,400
Thereafter	506,251
Long-term debt	533,251
Less unamortized discount	11,648	$ 13,576
Long-term debt	$ 521,603

Net Loss Per Share - Computatio

Net Loss Per Share - Computation of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Numerators:
Net loss	$ (51,219)	$ (45,371)	$ (10,839)
Denominator:
Weighted-average common shares outstanding, basic and diluted (in shares)	26,632,116	23,099,549	19,985,528
Basic and diluted (in dollars per share)	$ (1.92)	$ (1.96)	$ (0.54)

Net Loss Per Share - Anti-Dilut

Net Loss Per Share - Anti-Dilutive Common Share Equivalents (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	1,626,097	1,491,722	1,405,913
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	264,002	329,698	408,899
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	34,508	371,217	997,014
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	1,261,290	790,807	0
Performance restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	66,297	0	0

Leases - Components of Lease Co

Leases - Components of Lease Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Leases [Abstract]
Operating lease cost	$ 6,681	$ 2,915
Finance lease costs:
Amortization of right-of-use assets	139	714
Interest on lease liabilities	10	67
Sublease income	(798)	(454)	$ (300)
Total lease costs	$ 6,032	$ 3,242

Leases - Other Information (Det

Leases - Other Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating cash flows from operating leases	$ 4,160	$ 3,119
Operating cash flows from finance leases	10	75
Financing cash flows from finance leases	88	529
Right-of-use asset obtained in exchange for operating lease obligations	$ 8,915	$ 5,770
Weighted average remaining lease term - operating leases	4 years 1 month 6 days	4 years 3 months 18 days
Weighted average remaining lease term - finance leases	2 years 7 months 6 days	1 year 2 months 12 days
Weighted average discount rate - operating leases	5.60%	6.00%
Weighted average discount rate - finance leases	5.10%	5.60%

Leases - Future Minimum Payment

Leases - Future Minimum Payments for Operating and Finance Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Finance Leases
2021	$ 7
2022	7
2023	2
2024	0
2025	0
Thereafter	0
Total minimum lease payments	16
Less amount representing interest	(2)
Finance lease liabilities	14
Accrued expenses and other current liabilities	9
Other long-term liabilities	5
Operating Leases
2021	3,785
2022	3,406
2023	2,874
2024	1,861
2025	1,126
Thereafter	547
Total minimum lease payments	13,599
Less amount representing interest	(1,897)
Operating lease liability	11,702
Operating lease liabilities, current	3,315	$ 2,533
Operating lease liabilities, noncurrent	$ 8,387	$ 5,862
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	us-gaap:OtherLiabilitiesNoncurrent
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:AccruedLiabilitiesCurrent

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Lessee, Lease, Description [Line Items]
Capital leases, term of contract (in years)	4 years
Rent expense	$ 5,900	$ 2,900	$ 1,900
Sublease income	798	$ 454	$ 300
Future sublease income	3,300
Facility Closing
Lessee, Lease, Description [Line Items]
Restructuring charges	$ 3,600

Commitments and Contingencies -

Commitments and Contingencies - Future Minimum Payments, Operating and Capital Leases (Details) $ in Thousands	Dec. 31, 2020USD ($)
Purchase Obligation, Fiscal Year Maturity [Abstract]
2021	$ 19,409
2022	9,765
2023	11,270
2024	11,379
2025	6,694
Thereafter	0
Total minimum lease payments	$ 58,517

Commitments and Contingencies_2

Commitments and Contingencies - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020USD ($)
Line of Credit Facility [Line Items]
Remaining aggregate minimum purchase commitment	$ 48,900
Purchase obligation	58,517
Increase in obligation of third year if a 10% increase in revenue	1,000
Purchase obligation in third year if revenue increases 10%	10,600
Investor
Line of Credit Facility [Line Items]
Purchase obligation	$ 9,600
Software Development Services | Investor
Line of Credit Facility [Line Items]
Renewal term	1 year

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment, Net [Abstract]
Accumulated depreciation	$ (13,133)	$ (11,653)
Property and equipment, net	2,778	3,917
Equipment
Property, Plant and Equipment, Net [Abstract]
Property and Equipment	13,515	12,936
Furniture and fixtures
Property, Plant and Equipment, Net [Abstract]
Property and Equipment	645	633
Leasehold improvements
Property, Plant and Equipment, Net [Abstract]
Property and Equipment	$ 1,751	$ 2,001

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 2,200,000	$ 2,200,000	$ 2,300,000
Impairment of long-lived assets	0	0	0
Non-cash loss on retirement of fixed assets	$ 635,000	$ 0	$ 0

Stockholders' Equity - Narrativ

Stockholders' Equity - Narrative (Details) - USD ($)	Aug. 27, 2020	Aug. 14, 2020	May 13, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 12, 2018
Class of Stock [Line Items]
Shares authorized, common stock (in shares)				50,000,000	50,000,000
Shares authorized, preferred stock (in shares)				5,000,000	5,000,000
Par value, common stock (in dollars per share)		$ 0.0001		$ 0.0001	$ 0.0001
Issuance of common stock in initial public offering (in shares)		3,500,000
Sale of stock (in dollars per share)		$ 34
Net proceeds from issuance of common stock, net of issuance costs	$ 130,100,000			$ 130,539,000	$ 151,551,000	$ 807,000
Issuance costs	$ 6,800,000
Intercompany loan with foreign subsidiaries, accumulated tax
Class of Stock [Line Items]
Unrealized translation loss on intercompany loans with foreign subsidiaries, net of income tax expense				$ (2,000,000)
Public Offering
Class of Stock [Line Items]
Par value, common stock (in dollars per share)			$ 0.0001
Securities authorized, value							$ 250,000,000
Sale of stock (in dollars per share)			$ 42
Net proceeds from issuance of common stock, net of issuance costs			$ 151,100,000
Issuance costs			$ 8,300,000
Over-Allotment Option
Class of Stock [Line Items]
Issuance of common stock in initial public offering (in shares)			3,795,000
Number of shares issued in transaction (in shares)	525,000		495,000

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity	$ 306,615	$ 212,861
Foreign currency translation adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity	644	(4,530)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity	3,154	883
Unrealized gain (loss) on interest rate swaps
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity	(30,032)	2,424
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity	$ (26,234)	$ (1,223)

Stockholders' Equity - Stock Co

Stockholders' Equity - Stock Compensation Plans (Details)	12 Months Ended
	Dec. 31, 2020stock-BasedCompensationPlanshares	Dec. 31, 2019shares	Dec. 31, 2018shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock-based compensation plans | stock-BasedCompensationPlan	2
Number of shares available for grant, annual increase (as a percent)	4.00%
Anti–dilutive common share equivalents (in shares)	1,626,097	1,491,722	1,405,913
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	264,002	329,698
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Anti–dilutive common share equivalents (in shares)	34,508	371,217	997,014
2010 Stock Plan | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	85,114
2014 Stock Plan | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares)	178,888
Common stock shares reserved for issuance under the plan (in shares)	588,742
2010 Plan And 2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum vesting period	10 years
2010 Plan And 2014 Plan | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
2010 Plan And 2014 Plan | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years

Stockholders' Equity - Shared B

Stockholders' Equity - Shared Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 41,692	$ 25,754	$ 14,130
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	1,951	1,000	654
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	3,391	2,310	1,250
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	3,450	1,543	533
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 32,900	$ 20,901	$ 11,693

Stockholders' Equity - Restrict

Stockholders' Equity - Restricted Stock Units (Details) - Restricted stock units - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Number of Restricted Shares Outstanding
Unvested balances, beginning (in shares)	790,807
Units granted (in shares)	1,353,791
Units vested (in shares)	(751,668)
Units forfeited (in shares)	(131,640)
Unvested balances, ending (in shares)	1,261,290	790,807
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted average grant date fair value, beginning (in dollars per share)	$ 39.55
Weighted average grant date fair value, awards granted (in dollars per share)	40.30
Weighted average grant date fair value, awards vested (in dollars per share)	39.99
Weighted average grant date fair value, awards forfeited (in dollars per share)	41.26
Weighted average grant date fair value, ending (in dollars per share)	$ 39.92	$ 39.55
Fair value of awards vested	$ 31	$ 10.6	$ 0
Unrecognized compensation costs	$ 49.5
Unrecognized compensation costs, period of recognition (in years)	1 year 8 months 23 days
Excess tax deduction	$ 4.7
Expected income tax benefit included as part of deferred tax asset	$ 3.6

Stockholders' Equity - Performa

Stockholders' Equity - Performance Based Restricted Stock Unit Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Feb. 24, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target payout percentage	100.00%
Performance restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	18 months
Unvested balances, beginning (in shares)	0
Units granted (in shares)	66,297	0	0
Unvested balances, ending (in shares)	66,297	0
Weighted average grant date fair value, beginning (in dollars per share)	$ 0
Weighted average grant date fair value, awards granted (in dollars per share)	79.72
Weighted average grant date fair value, ending (in dollars per share)	$ 79.72	$ 0
Stock price (in dollars per share)				$ 41.48
Fair value factor				192.20%
Performance restricted stock units | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards vesting rights, percentage	0.00%
Performance restricted stock units | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards vesting rights, percentage	300.00%
Performance restricted stock units | Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards vesting rights, percentage	50.00%

Stockholders' Equity - Restri_2

Stockholders' Equity - Restricted Stock Awards (Details) - Restricted stock awards - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Number of Restricted Shares Outstanding
Unvested balances, beginning (in shares)	371,217
Awards granted (in shares)	0
Awards vested (in shares)	(305,704)
Awards forfeited (in shares)	(31,005)
Unvested balances, ending (in shares)	34,508	371,217
Weighted-Average Grant Date Fair Value
Weighted average grant date fair value, beginning (in dollars per share)	$ 28.26
Weighted average grant date fair value, awards granted (in dollars per share)	0
Weighted average grant date fair value, awards vested (in dollars per share)	28.02
Weighted average grant date fair value, awards forfeited (in dollars per share)	28.54
Weighted average grant date fair value, ending (in dollars per share)	$ 30.13	$ 28.26
Fair value of awards vested	$ 11.7	$ 24.7	$ 26.2

Stockholders' Equity - Stock Op

Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Weighted– Average Exercise Price
Excess tax benefit recognized	$ 1,900
Stock options
Number of Options Outstanding
Options outstanding at beginning of period (in shares)	329,698
Options granted (in shares)	0	0
Options exercised (in shares)	65,477
Options forfeited (in shares)	0
Options expired (in shares)	219
Options outstanding at end of period (in shares)	264,002	329,698
Options vested and expected to vest (in shares)	264,002
Options vested and exercisable (in shares)	264,002
Weighted– Average Exercise Price
Weighted-average exercise price, beginning of period (in dollars per share)	$ 8.57
Weighted-average exercise price, options granted (in dollars per share)	0
Weighted-average exercise price, options exercised (in dollars per share)	7.14
Weighted-average exercise price, options forfeited (in dollars per share)	0
Weighted-average exercise price, options expired (in dollars per share)	1.79
Weighted-average exercise price, end of period (in dollars per share)	8.93	$ 8.57
Weighted-average exercise price, options vested and expected to vest (in dollars per share)	8.93
Weighted-average exercise price, options vested and exercisable (in dollars per share)	$ 8.93
Weighted-average remaining contractual life (in years)	4 years 7 months 6 days
Weighted-average remaining contractual life, options vested and expected to vest (in years)	4 years 7 months 6 days
Weighted-average remaining contractual life, options vested and exercisable (in years)	4 years 7 months 6 days
Aggregate intrinsic value of options outstanding	$ 9,757
Aggregate intrinsic value of option vested and expected to vest	9,757
Aggregate intrinsic value of options vested and exercisable	9,757
Aggregate intrinsic value of options	2,300	$ 2,800	$ 3,700
Total fair value of employee options vested during the period	0	$ 0	$ 400
Unrecognized compensation costs	$ 0
Unrecognized compensation costs, period of recognition (in years)	0 years
Cash from option exercises	$ 500
Tax benefit to be recognized	$ 800

Revenue Recognition - Narrative

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Performance obligation, description of timing	Our subscription contracts are generally 1 to 3 years in length.
Unbilled receivables	$ 4,561		$ 5,111
Capitalized Contract Cost [Line Items]
Contract with customer, liability, revenue recognized	4,600
Remaining performance obligation	$ 239,900
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Capitalized Contract Cost [Line Items]
Remaining performance obligation, percent	68.00%
Remaining performance obligation, timing	12 months
Deferred Commissions For New Customer Contracts
Capitalized Contract Cost [Line Items]
Deferred commissions, amortization period		6 years
Deferred Commissions Related To Renewals
Capitalized Contract Cost [Line Items]
Deferred commissions, amortization period	18 months
Subscription and support
Capitalized Contract Cost [Line Items]
Contract with customer, liability, revenue recognized	$ 69,600
Professional services
Capitalized Contract Cost [Line Items]
Contract with customer, liability, revenue recognized	$ 3,300

Revenue Recognition - Change in

Revenue Recognition - Change in Deferred Commissions (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020USD ($)
Capitalized Contract Costs [Roll Forward]
Deferred commissions beginning balance	$ 11,822
Capitalized deferred commissions	11,464
Amortization of deferred commissions	(4,540)
Deferred commissions ending balance	$ 18,746

Revenue Recognition - Disaggreg

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Disaggregation of Revenue [Line Items]
Revenue	$ 291,778	$ 222,637	$ 149,885
Subscription and support
Disaggregation of Revenue [Line Items]
Revenue	277,504	203,866	136,578
Subscription and support | United States
Disaggregation of Revenue [Line Items]
Revenue	206,320	140,882	106,628
Subscription and support | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	39,032	38,879	11,189
Subscription and support | Canada
Disaggregation of Revenue [Line Items]
Revenue	14,830	10,504	5,395
Subscription and support | Other International
Disaggregation of Revenue [Line Items]
Revenue	17,322	13,601	13,366
Perpetual license
Disaggregation of Revenue [Line Items]
Revenue	1,884	5,738	3,902
Perpetual license | United States
Disaggregation of Revenue [Line Items]
Revenue	1,396	5,395	2,378
Perpetual license | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	16	42	94
Perpetual license | Canada
Disaggregation of Revenue [Line Items]
Revenue	76	111	303
Perpetual license | Other International
Disaggregation of Revenue [Line Items]
Revenue	396	190	1,127
Professional services
Disaggregation of Revenue [Line Items]
Revenue	12,390	13,033	9,405
Professional services | United States
Disaggregation of Revenue [Line Items]
Revenue	8,721	9,250	7,321
Professional services | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	2,059	2,367	487
Professional services | Canada
Disaggregation of Revenue [Line Items]
Revenue	504	536	591
Professional services | Other International
Disaggregation of Revenue [Line Items]
Revenue	$ 1,106	$ 880	$ 1,006

Employee Benefit Plans (Details

Employee Benefit Plans (Details)	12 Months Ended
	Dec. 31, 2020USD ($)plan	Dec. 31, 2019USD ($)	Dec. 31, 2018USD ($)
Retirement Benefits [Abstract]
Number of voluntary defined contribution plans | plan	1
Contributions to the 401(k) plans | $	$ 0	$ 0	$ 0

Segment and Geographic Inform_3

Segment and Geographic Information (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 2,778	$ 3,917
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	1,454	2,520
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	429	584
Canada
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	606	663
Other International
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 289	$ 150

Related Party Transactions (Det

Related Party Transactions (Details)	Mar. 28, 2017	Dec. 31, 2020USD ($)agreement	Dec. 31, 2019USD ($)	Dec. 31, 2018USD ($)
Related Party Transaction [Line Items]
Number of agreements | agreement		2
Purchase obligation		$ 58,517,000
Increase in obligation of third year if a 10% increase in revenue		1,000,000
Purchase obligation in third year if revenue increases 10%		10,600,000
Prepaid and other		$ 12,694,000	$ 4,748,000
Investor
Related Party Transaction [Line Items]
Ownership percentage minimum		5.00%
Purchase obligation		$ 9,600,000
Amount of related party transaction		7,400,000	4,900,000	$ 3,200,000
Accounts payable		0	1,200,000
Software Development Services | Investor
Related Party Transaction [Line Items]
Renewal period term	1 year
Services | Investor
Related Party Transaction [Line Items]
Purchase obligation		0
Amount of related party transaction		4,800,000	3,500,000	3,200,000
Accounts payable		600,000	400,000
Management, HR/Payroll and Administrative Services | Former Subsidiary
Related Party Transaction [Line Items]
Revenue		45,000	60,000	$ 60,000
Management, HR/Payroll and Administrative Services | Former Subsidiary | Visionael Corporation
Related Party Transaction [Line Items]
Prepaid and other		400,000	300,000
Allowance for credit losses		$ 300,000	$ 0
Chief Executive Officer And Board Of Directors Chairman | Visionael Corporation
Related Party Transaction [Line Items]
Percentage of ownership		26.18%

Subsequent Events (Details)

Subsequent Events (Details) - Second Street - Subsequent Event $ in Millions	Jan. 19, 2021USD ($)
Subsequent Event [Line Items]
Cash	$ 25.4
Cash holdback payable	$ 5
Cash holdback period	12 months
Maximum payout	$ 3