Upland Software (UPLD) 10-Q 5 May 21 2021 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2021	Apr. 30, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	001-36720
Entity Registrant Name	UPLAND SOFTWARE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-2992077
Entity Address, Address Line One	401 Congress Ave., Suite 1850
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
City Area Code	512
Local Phone Number	960-1010
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	UPLD
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		30,100,217
Entity Central Index Key	0001505155
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 186,672	$ 250,029
Accounts receivable (net of allowance of $1,203 and $1,465 at March 31, 2021 and December 31, 2020, respectively)	43,547	44,472
Deferred commissions, current	6,976	5,784
Unbilled receivables	5,088	4,561
Prepaid and other	8,540	12,694
Total current assets	250,823	317,540
Tax credits receivable	2,607	2,427
Property and equipment, net	3,429	2,778
Operating lease right-of-use asset	8,720	10,124
Intangible assets, net	305,877	279,975
Goodwill	448,558	383,598
Deferred commissions, noncurrent	13,327	12,962
Other assets	1,776	1,816
Total assets	1,035,117	1,011,220
Current liabilities:
Accounts payable	12,912	5,395
Accrued compensation	8,761	8,138
Accrued expenses and other current liabilities	13,076	13,438
Deferred revenue	94,693	87,552
Due to sellers	11,172	416
Operating lease liabilities, current	3,461	3,315
Current maturities of notes payable (includes unamortized discount of $2,230 and $2,234 at March 31, 2021 and December 31, 2020, respectively)	3,170	3,166
Total current liabilities	147,245	121,420
Notes payable, less current maturities (includes unamortized discount of $8,864 and $9,414 at March 31, 2021 and December 31, 2020, respectively)	517,636	518,437
Deferred revenue, noncurrent	1,339	1,587
Operating lease liabilities, noncurrent	8,859	8,387
Noncurrent deferred tax liability, net	26,607	24,092
Interest rate swap liabilities	14,581	30,032
Other long-term liabilities	1,190	650
Total liabilities	717,457	704,605
Stockholders’ equity:
Common stock, $0.0001 par value; 50,000,000 shares authorized: 30,091,665 and 29,987,114 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively)	3	3
Additional paid-in capital	533,044	515,219
Accumulated other comprehensive loss	(12,330)	(26,234)
Accumulated deficit	(203,057)	(182,373)
Total stockholders’ equity	317,660	306,615
Total liabilities and stockholders’ equity	$ 1,035,117	$ 1,011,220

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss, current	$ 1,203	$ 1,465
Unamortized discount, current	2,230	2,234
Unamortized discount, noncurrent	$ 8,864	$ 9,414
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	30,091,665	29,987,114
Common stock, shares outstanding (in shares)	30,091,665	29,987,114

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue	$ 73,969	$ 68,032
Cost of revenue	24,427	22,201
Gross profit	49,542	45,831
Operating expenses:
Sales and marketing	12,432	10,931
Research and development	10,940	9,118
General and administrative	24,369	16,676
Depreciation and amortization	9,743	9,271
Acquisition-related expenses	9,586	15,158
Total operating expenses	67,070	61,154
Loss from operations	(17,528)	(15,323)
Other expense:
Interest expense, net	(7,787)	(7,643)
Other income (expense), net	237	(1,402)
Total other expense	(7,550)	(9,045)
Loss before benefit from income taxes	(25,078)	(24,368)
Benefit from income taxes	4,394	4,287
Net loss	$ (20,684)	$ (20,081)
Net loss per common share:
Net loss per common share, basic and diluted (in dollars per share)	$ (0.69)	$ (0.81)
Weighted-average common shares outstanding, basic and diluted (in shares)	29,970,050	24,906,932
Total product revenue
Revenue	$ 71,005	$ 64,252
Subscription and support
Revenue	70,653	63,891
Cost of revenue	22,682	19,939
Perpetual license
Revenue	352	361
Professional services
Revenue	2,964	3,780
Cost of revenue	$ 1,745	$ 2,262

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (20,684)	$ (20,081)
Foreign currency translation adjustment	(2,387)	(3,459)
Unrealized translation gain (loss) on foreign currency denominated intercompany loans	840	(7,313)
Unrealized gain (loss) on interest rate swaps	15,451	(31,401)
Comprehensive loss	$ (6,780)	$ (62,254)

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment
Beginning balance (in shares) at Dec. 31, 2019			25,250,120
Beginning 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)			55,307
Issuance of stock under Company plans, net of shares withheld for tax	(714)			(714)
Issuance of stock, net of issuance costs	(13)			(13)
Stock-based compensation	9,320			9,320
Foreign currency translation adjustment	(3,459)				(3,459)
Unrealized translation gain (loss) on foreign currency denominated intercompany loans	(7,313)				(7,313)
Unrealized gain on interest rate swaps	(31,401)				(31,401)
Net loss	(20,081)					(20,081)
Ending balance (in shares) at Mar. 31, 2020			25,305,427
Ending balance at Mar. 31, 2020	$ 159,092		$ 3	353,720	(43,396)	(151,235)
Beginning balance (in shares) at Dec. 31, 2020	29,987,114		29,987,114
Beginning balance at Dec. 31, 2020	$ 306,615		$ 3	515,219	(26,234)	(182,373)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under Company plans, net of shares withheld for tax (in shares)			104,551
Issuance of stock under Company plans, net of shares withheld for tax	1			1
Stock-based compensation	17,824			17,824
Foreign currency translation adjustment	(2,387)				(2,387)
Unrealized translation gain (loss) on foreign currency denominated intercompany loans	840				840
Unrealized gain on interest rate swaps	15,451				15,451
Net loss	$ (20,684)					(20,684)
Ending balance (in shares) at Mar. 31, 2021	30,091,665		30,091,665
Ending balance at Mar. 31, 2021	$ 317,660		$ 3	$ 533,044	$ (12,330)	$ (203,057)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating activities
Net loss	$ (20,684)	$ (20,081)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	12,468	11,737
Deferred income taxes	(5,340)	(4,348)
Amortization of deferred costs	1,767	894
Foreign currency re-measurement loss	14	587
Non-cash interest and other expense	554	552
Non-cash stock compensation expense	17,824	9,320
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable	3,575	(1,664)
Prepaids and other	(1,015)	(2,778)
Accounts payable	4,540	(3,439)
Accrued expenses and other liabilities	(1,776)	(5,942)
Deferred revenue	576	9,853
Net cash provided by (used in) operating activities	12,503	(5,309)
Investing activities
Purchase of property and equipment	(282)	(296)
Purchase of customer relationships	0	(201)
Purchase business combinations, net of cash acquired	(72,618)	(67,651)
Net cash used in investing activities	(72,900)	(68,148)
Financing activities
Payments on finance leases	(4)	(55)
Proceeds from notes payable, net of issuance costs	0	(72)
Payments on notes payable	(1,350)	(1,350)
Taxes paid related to net share settlement of equity awards	0	(768)
Issuance of common stock, net of issuance costs	1	41
Additional consideration paid to sellers of businesses	(742)	(1,000)
Net cash used in financing activities	(2,095)	(3,204)
Effect of exchange rate fluctuations on cash	(865)	325
Change in cash and cash equivalents	(63,357)	(76,336)
Cash and cash equivalents, beginning of period	250,029	175,024
Cash and cash equivalents, end of period	186,672	98,688
Supplemental disclosures of cash flow information:
Cash paid for interest, net of interest rate swaps	7,282	7,435
Cash paid for taxes	493	508
Non-cash investing and financing activities:
Business combination consideration including holdbacks and earnouts	$ 11,061	$ 345

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	1. Summary of Significant Accounting Policies Basis of Presentation These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of Upland Software, Inc. and its wholly owned subsidiaries (collectively referred to as “Upland”, the “Company”, “we” or “us”). All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, in all material respects, and include all adjustments of a normal recurring nature necessary for a fair presentation. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other period. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2020 Annual Report on Form 10-K filed with the SEC on February 25, 2021. Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, the fair value of the Company’s interest rate swaps and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of May 5, 2021, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, accounts receivable and the Company’s interest rate swap hedges. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts. No individual customer represented more than 10% of total revenues three months ended March 31, 2021, or more than 10% of accounts receivable as of March 31, 2021 or December 31, 2020. Derivatives In connection with borrowing funds under the Company’s credit facility the Company has entered into a floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. These interest rate swaps effectively 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 a 7 year term of debt. ASC 815 requires entities to recognize derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company assessed the effectiveness of the hedging relationship under the hypothetical derivative method and noted that all of the critical terms of the hypothetical derivative and hedging instrument were the same. The hedging relationship continues to limit the Company’s exposure to the variability in interest rates under the Company’s term loans and related cash outflows. As such, the Company has deemed this hedging relationship as highly effective in offsetting cash flows attributable to hedged risk (variability in forecasted monthly interest payments) for the term of the term loans and interest rate swap agreements. All derivative financial instruments are recorded at fair value as a net asset or liability in the accompanying condensed consolidated balance sheets. As of March 31, 2021 and December 31, 2020 the fair value of the interest rate swaps included in Interest rate swap liabilities in the Company's condensed consolidated balance sheets was $14.6 million and $30.0 million, respectively. The change in the fair value of the hedging instruments is recorded in Other comprehensive income. Amounts deferred in Other comprehensive income will be reclassified to Interest expense in the accompanying condensed consolidated statements of operations in the period in which the hedged item affects earnings. Fair Value of Financial Instruments The Company 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. 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 is evaluating the impact of this standard on our consolidated financial statements.

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2021
Business Combinations [Abstract]
Acquisitions	2. Acquisitions The Company performs quantitative and qualitative analyses to determine the significance of each acquisition to the financial statements the Company. Based on these analyses the below acquisitions were deemed to be insignificant on an individual and cumulative basis. 2021 Acquisitions Acquisitions completed during the three months ended March 31, 2021 include the following: • BlueVenn - On February 28, 2021 the Company entered into an agreement to purchase the shares comprising the entire issued share capital of BlueVenn Group Limited, a company limited by shares organized and existing under the laws of England and Wales (“BlueVenn”), a cloud-based customer data platform. Revenues recorded since the acquisition date through March 31, 2021 were approximately $1.0 million. • Second Street - 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”), an audience engagement platform. Revenues recorded since the acquisition date through March 31, 2021 were approximately $2.0 million. 2020 Acquisition The acquisition completed during the year ended December 31, 2020 were: • 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. Consideration The following table summarizes the consideration transferred for the acquisitions described above (in thousands): BlueVenn Second Street Localytics Cash $ 53,535 $ 25,436 $ 67,655 Holdback (1) 2,429 5,000 345 Contingent consideration (2) 2,742 1,650 1,000 Working capital adjustment (3) — 104 (5,238) Total consideration $ 58,706 $ 32,190 $ 63,762 (1) Represents the cash holdbacks subject to indemnification claims that are payable 12 months following closing for Second Street and Localytics and 18 months following closing for BlueVenn. (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 BlueVenn, Second Street and Localytics earn-outs were $22.4 million, $3.0 million and $1.0 million, respectively. The earn-out for Localytics was paid in full during the year ended December 31, 2020 based on an ending fair value of $1.0 million. Refer to Note 3 for further discussion regarding the calculation of fair value of acquisition related earn-outs. (3) Working capital and other adjustments includes a $5.2 million settlement 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. Fair Value of Assets Acquired and Liabilities Assumed The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting and, accordingly, recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The purchase accounting for the 2021 acquisitions of BlueVenn and Second Street are preliminary as the Company has not finalized the purchase price allocations for these acquisitions and have not finalized the valuation of the earnout related to BlueVenn. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to complete its purchase price allocation for BlueVenn and Second Street no later than the first quarter of 2022. The following condensed table presents the preliminary and finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions during the year ended December 31, 2020 and through the three months ended March 31, 2021, as well as assets and liabilities (in thousands): Preliminary Final BlueVenn Second Street Localytics Year Acquired 2021 2021 2020 Cash $ 1,115 $ — $ — Accounts receivable 1,491 1,105 3,648 Other current assets 1,413 89 6,323 Operating lease right-of-use asset 1,357 489 7,605 Property and equipment 676 156 409 Customer relationships 15,530 14,600 30,500 Trade name 224 200 300 Technology 4,337 3,400 6,600 Goodwill 47,136 18,054 33,543 Other assets 24 13 6 Total assets acquired 73,303 38,106 88,934 Accounts payable (2,783) (230) (2,382) Accrued expense and other (1,956) (372) (6,761) Deferred tax liabilities (3,404) (4,325) (3,382) Deferred revenue (5,097) (500) (4,812) Operating lease liabilities (1,357) (489) (7,835) Total liabilities assumed (14,597) (5,916) (25,172) Total consideration $ 58,706 $ 32,190 $ 63,762 The Company uses third party valuation consultants to determine the fair values of assets acquired and liabilities assumed. Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method. Developed technology and trade names are valued using the relief-from-royalty method. The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the three months ended March 31, 2021 and the year ended December 31, 2020 (in years): Useful Life March 31, 2021 December 31, 2020 Customer relationships 7.0 8.0 Trade name 2.0 2.0 Developed technology 5.0 5.0 Total weighted-average useful life 6.5 7.4 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 goodwill of $98.7 million for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition. Goodwill deductible for tax purposes at the time of acquisition was $2.0 million. Total transaction related expenses incurred with respect to acquisition activity during the three months ended March 31, 2021 and March 31, 2020 were $4.0 million and $3.3 million, respectively. Transaction related expenses, excluding transformation costs, include expenses such as banker fees, legal and professional fees, insurance costs, and deal bonuses. Transaction costs are included in acquisition-related expenses in our condensed 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 year ended December 31, 2020, we completed customer relationship acquisitions totaling $0.2 million.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	3. Fair Value Measurements Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three–tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs, such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, which therefore requires an entity to develop its own assumptions. As of March 31, 2021, 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, changes in assumed discount periods and rates and changes in foreign exchange rates. As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3. Any gain (loss) related to subsequent changes in the fair value of contingent consideration is recorded in acquisition-related expense or other income (expense) in the Company's condensed consolidated statement of operations based on management's assessment of the nature of the liability. Earnout consideration liabilities are included in Due to sellers in the Company's condensed consolidated balance sheets. In connection with entering into, and expanding, the Company's current credit facility, as discussed further in Note 6. Debt, the Company entered into interest rate swaps for the full 7 year term of the Company's term loans, effectively fixing our interest rate at 5.4% for the full value $540 million of the term loans. The fair value of the Company's swaps are measured at the end of each interim reporting period based on the then assessed fair value and adjusted if necessary. As the fair value measure is based on the market approach, they are categorized as Level 2. As of March 31, 2021 and December 31, 2020 the fair value of the interest rate swaps are included in Interest rate swap liabilities on the Company's condensed consolidated balance sheets. Liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at March 31, 2021 (unaudited) Level 1 Level 2 Level 3 Total Liabilities: Earnout consideration liability $ — $ — $ 4,350 $ 4,350 Interest rate swap liabilities $ — $ 14,581 $ — $ 14,581 Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Interest rate swap liabilities $ — $ 30,032 $ — $ 30,032 The following table presents additional information about earnout consideration liabilities measured at fair value on a recurring basis and for which the Company has utilized significant unobservable (Level 3) inputs to determine fair value (in thousands) (unaudited): Balance at December 31, 2020 $ — Acquisitions and settlements: Acquisitions 4,392 Settlements — Remeasurement adjustments: Gain included in earnings — Foreign currency translation adjustments (42) Balance at March 31, 2021 $ 4,350 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 March 31, 2021 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: $ 4,350 Binary option model Expected future annual revenue streams and probability of achievement Sensitivity to Changes in Significant Unobservable Inputs As presented in the table above, the significant unobservable inputs used in the fair value measurement of contingent consideration related to business acquisitions are forecasts of expected future annual revenues as developed by the Company's management and the probability of achievement of those revenue forecast. Significant increases (decreases) in these unobservable inputs in isolation would likely result in a significantly (lower) higher fair value measurement. Debt

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	3 Months Ended
	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	4. Goodwill and Other Intangible Assets Changes in the Company’s goodwill balance for the three months ended March 31, 2021 are summarized in the table below (in thousands): Balance at December 31, 2020 $ 383,598 Acquired in business combinations 65,190 Foreign currency translation adjustment (230) Balance at March 31, 2021 $ 448,558 Net intangible assets include the estimated acquisition-date fair values of customer relationships, marketing-related assets, developed technology, and non-compete agreements that the Company recorded as part of its business acquisitions. The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying March 31, 2021: Customer relationships 1-10 $ 348,678 $ 98,022 $ 250,656 Trade name 1.5-10 9,700 4,992 4,708 Developed technology 4-9 87,044 36,627 50,417 Non-compete agreements 3 1,148 1,052 96 Total intangible assets $ 446,570 $ 140,693 $ 305,877 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 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. Management recorded no impairments of intangible assets or goodwill during the three months ended March 31, 2021 or the year ended December 31, 2020. Total amortization expense during the three months ended March 31, 2021 and March 31, 2020 was $12.0 million and $11.2 million, respectively. As of March 31, 2021, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2021 $ 37,579 2022 47,365 2023 45,030 2024 42,678 2025 39,382 2026 and thereafter 93,843 Total $ 305,877

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	5. Income Taxes The Company’s income tax benefit for the three months ended March 31, 2021 and March 31, 2020 reflects its estimate of the effective tax rates expected to be applicable for the full years, adjusted for any discrete events that are recorded in the period in which they occur. The estimates are re-evaluated each quarter based on the estimated tax expense for the full year. The tax benefit of $4.4 million recorded for the three months ended March 31, 2021 is primarily related to the deferred tax benefit attributable to the release of valuation allowance related to the acquisition of deferred tax liabilities associated with the Second Street business combination, as discussed in Note 2. Acquisitions, and foreign income taxes associated with our combined non-U.S. operations. These tax benefits are offset by changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill and state taxes in certain states in which the Company does not file on a consolidated basis or have net operating loss carryforwards. The release of valuation allowance is attributable to ASC 805-740-30-3 and acquisitions of domestic entities with deferred tax liabilities that, upon acquisition, allowed us to recognize certain deferred tax assets of approximately $4.3 million during the three months ended March 31, 2021 that had previously been offset by a valuation allowance. The tax benefit of $4.3 million recorded for the three months ended March 31, 2020 is primarily related to the deferred tax benefit attributable to the release of valuation allowance related to the acquisition of deferred tax liabilities associated with the Localytics business combination, as discussed in Note 2. Acquisitions, and foreign income taxes associated with our combined non-U.S. operations. These tax benefits are offset by changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill and state taxes in certain states in which the Company does not file on a consolidated basis or have net operating loss carryforwards. The Company has historically incurred operating losses in the United States and, given its cumulative losses and limited history of profits, has recorded a valuation allowance against its United States net deferred tax assets, exclusive of tax deductible goodwill, at March 31, 2021 and March 31, 2020, respectively. As of March 31, 2021, Upland had $355 million of total net operating loss carryforwards of which approximately $214 million will be available for utilization prior to expiration. These balances include the net operating losses disclosed as of December 31, 2020 and the estimated net operating losses acquired in the current year via acquisitions based on information available as of March 31, 2021. The net operating loss carryforwards available for utilization prior to expiration consist of approximately $185 million and $29 million of U.S. federal and foreign net operating loss carryforwards, respectively. The Company has reflected any uncertain tax positions primarily within its long-term taxes payable and a portion within deferred tax assets. The Company and its subsidiaries file tax returns in the U.S. federal jurisdiction and in several state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years ending before December 31, 2017 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2016. The Company is not currently under audit for federal, state or any foreign jurisdictions. U.S. operating losses generated in years prior to 2017 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized.

Debt

Debt	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
Debt	6. Debt Long-term debt consisted of the following at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Senior secured loans (includes unamortized discount of $11,094 and $11,648 based on an imputed interest rate of 5.8% and 5.8%, at March 31, 2021 and December 31, 2020, respectively) $ 520,806 $ 521,603 Less current maturities (3,170) (3,166) Total long-term debt $ 517,636 $ 518,437 Credit Facility On August 6, 2019, the Company entered into a credit agreement (the “Credit Facility”) which provides for (i) a fully-drawn $350 million, 7 year, senior secured term loan B facility (the “Term Loan”) and (ii) a new $60 million, 5 year, revolving credit facility (the “Revolver”) that was fully available as of March 31, 2021. The Credit Facility replaced the Company's previous credit agreement. All outstanding balances under our previous credit facility were paid off using proceeds from our new Credit Facility. On November 26, 2019 (the “Closing Date”), the Company entered into a First Incremental Assumption Agreement (the “Incremental Assumption Agreement”) which provides for a term loan facility to be established under the Credit Facility in an aggregate principal amount of $190.0 million (the “2019 Incremental Term Loan”) which is in addition to the existing $350.0 million term loans outstanding under the Credit Facility and the $60.0 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 March 31, 2021, the fair value of the interest rate swap was a $14.6 million liability as a result of a decline in short term interest rates since entering into the swap agreements. The decrease in the fair value of the interest rate swap liability during the three months ended March 31, 2021 is the result of an increase in short term interest rates compared to December 31, 2020. In the next twelve months, the Company estimates that $2.8 million will be reclassified from Accumulated other comprehensive income (loss) and recorded as an increase to Interest expense. Three Months Ended March 31, 2021 2020 (Loss) gain recognized in Other comprehensive income on derivative financial instruments $ 15,451 $ (31,401) (Loss) gain on interest rate swap (included in Interest expense on our consolidated statement of operations) $ (2,010) $ 66 Revolver Loans under the Revolver are available up to $60 million. The Revolver provides a sub-facility whereby the Company may request letters of credit (the “Letters of Credit”) in an aggregate amount not to exceed, at any one time outstanding, $10.0 million for the Company. The aggregate amount of outstanding Letters of Credit are reserved against the credit availability under the Maximum Revolver Amount. The Company incurs a 0.50% per annum unused line fee on the unborrowed balance of the Revolver which is paid quarterly. Loans under the Revolver may be borrowed, repaid and reborrowed until August 6, 2024 (the “Maturity Date”), at which time all amounts borrowed under the Revolver must be repaid. As of March 31, 2021, 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 their assets; • Make investments, including certain acquisitions; • Enter into mergers or consolidations; • Dispose of assets; • Pay dividends and make other distributions on the Company’s capital stock, and redeem and repurchase the Company’s capital stock; • Enter into transactions with affiliates; and • Prepay indebtedness or make changes to certain agreements. The Credit Facility has no financial covenants as long as less than 35% of the Revolver is drawn as of the last day of any fiscal quarter. If 35% of the Revolver is drawn as of the last day of a given fiscal quarter the Company will be required to maintain a Total Leverage Ratio (the ratio of funded indebtedness as of such date less the amount of unrestricted cash and cash equivalents of the Company and its guarantors in an amount not to exceed $50.0 million, to adjusted EBITDA (calculated on a pro forma basis including giving effect to any acquisition)), measured on a quarter-end basis for each four consecutive fiscal quarters then ended, of not greater than 6.00 to 1.00. In addition, the Credit Facility contains customary events of default subject to customary cure periods for certain defaults that include, among others, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness, change in control, bankruptcy and insolvency defaults and material judgment defaults. The occurrence of an event of default could result in the acceleration of Term Loans and Revolver and a right by the agent and lenders to exercise remedies. At the election of the lenders, a default interest rate shall apply on all obligations during an event of default, at a rate per annum equal to 2.00% above the applicable interest rate. The Term Loan and Revolver are secured by substantially all of the Company's assets. As of March 31, 2021 the Company was in compliance with all covenants under the Credit Facility. Cash interest costs averaged 5.4% and 5.4% for the three months ended March 31, 2021 and for the year ended December 31, 2020, respectively. In addition, as of March 31, 2021 and December 31, 2020 the Company had $11.1 million and $11.6 million, respectively, of unamortized deferred financing costs associated with the Credit Facility. These financing costs will be amortized to non-cash interest expense over the remaining term of the Credit Facility.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Net Loss Per Share	7. Net Loss Per Share The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended March 31, 2021 2020 Numerator: Net Loss $ (20,684) $ (20,081) Denominator: Weighted–average common shares outstanding, basic and diluted 29,970,050 24,906,932 Net loss per common share, basic and diluted $ (0.69) $ (0.81) Due to the net losses for the three months ended March 31, 2021 and March 31, 2020, respectively, basic and diluted loss per share were the same. The following table sets forth the anti–dilutive common share equivalents as of March 31, 2021 and March 31, 2020: March 31, 2021 2020 Stock options 263,186 320,913 Restricted stock awards 34,508 318,045 Restricted stock units 2,234,764 1,848,066 Performance restricted stock units 127,734 66,297 Total anti–dilutive common share equivalents 2,660,192 2,553,321

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. Commitments and Contingencies Purchase Commitments The Company has purchase commitments related to hosting services, third-party technology used in the Company's solutions and for other services the Company purchases as part of normal operations. In certain cases these arrangements require a minimum annual purchase commitment. In addition, the Company purchased software development services pursuant to a technology services agreement with DevFactory FZ-LLC for the three months ended March 31, 2021 and March 31, 2020 totaling $2.4 million and $1.9 million, respectively. The remaining purchase obligation after March 31, 2021 through December 31, 2021 is $7.2 million. See Note 11. Related Party Transactions for more information regarding our purchase commitment to this related party. Litigation In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. At this time, the Company is not involved in any current or pending legal proceedings, and does not anticipate any legal proceedings, that may have a material adverse affect on the Company's condensed consolidated balances sheets or condensed consolidated statement of operations.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Stockholders' Equity	9. Stockholders' Equity Registration Statement 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. 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 condensed consolidated balance sheets and excluded from net income (loss). 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 condensed consolidated balance sheets at the dates indicated (in thousands): March 31, 2021 December 31, 2020 Foreign currency translation adjustment $ (1,743) $ 644 Unrealized translation gain on intercompany loans with foreign subsidiaries 3,994 3,154 Unrealized loss on interest rate swaps (14,581) (30,032) Total accumulated other comprehensive loss $ (12,330) $ (26,234) The unrealized translation gain on intercompany loans with foreign subsidiaries as of March 31, 2021 is net of income tax expense of $2.2 million. The tax expense related to unrealized translation gains on intercompany loans for the three months ended March 31, 2021 and March 31, 2020 was $0.2 million and $0.0 million, respectively. The income tax expense/benefit allocated to each component of other comprehensive income (loss) for all other periods and components is not material. The Company reclassifies taxes from AOCI to earnings as the items to which the tax effects relate are similarly reclassified. The functional currency of our foreign subsidiaries are primarily the local currencies. Results of operations for foreign subsidiaries are translated into United States dollars using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into United States dollars using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders' equity in accumulated other comprehensive loss. The Company has intercompany loans that were used to fund the acquisitions of foreign subsidiaries. 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-Based Compensation The Company recognizes stock-based compensation expense from all awards in the following expense categories (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 442 $ 318 Research and development 714 615 Sales and marketing 1,137 549 General and administrative (1) 15,531 7,838 Total $ 17,824 $ 9,320 (1) In March 2021 our former co-President and Chief Operating Officer (“COO”) resigned from his positions and entered into an advisory agreement with the Company pursuant to which he will serve as a strategic advisor to the Company through December 31, 2022. Stock-based compensation for the three months ended March 31, 2021 includes $6.3 million in incremental stock-based compensation expense related to the deemed modification of the unvested portion of grants held by our former COO at the time of transition, even though these shares continue to vest over their existing vesting schedule through 2022. In accordance with ASC 718, the fair value of these awards were modified and all related expense accelerated on the date of modification as a result of the reduction in required service. Restricted Stock Units Beginning in 2019, the Company began granting restricted stock units under its 2014 Stock Incentive Plan, in lieu of restricted stock awards, primarily for stock plan administrative purposes. Restricted stock unit activity during the three months ended March 31, 2021 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2020 1,261,290 $ 39.92 Units granted 1,096,662 48.92 Units vested (104,143) 39.96 Awards forfeited (19,045) 38.43 Unvested balances at March 31, 2021 2,234,764 $ 44.35 Performance Based Restricted Stock Units In 2020 and 2021 fifty percent of the awards made to our Chief Executive Officer were performance based restricted stock units ("PRSUs"). The PRSU agreements provide 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 periods. 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. PRSU activity during the three months ended March 31, 2021 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2020 66,297 $ 79.72 Units granted 61,437 86.56 Unvested balances at March 31, 2021 127,734 $ 83.01 Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the three months ended March 31, 2021 and year ended December 31, 2020 are as follows: March 31, 2021 December 31, 2020 Expected volatility 53.6% 45.1% Risk-free interest rate 0.1% 1.3% Remaining performance period (in years) 1.35 1.35 Dividend yield — — Restricted Stock Awards Restricted share activity during the three months ended March 31, 2021 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2020 34,508 $ 30.13 Awards vested — — Awards forfeited — — Unvested balances at March 31, 2021 34,508 $ 30.13 Stock Option Activity Stock option activity during the three months ended March 31, 2021 was as follows: Number of Weighted– Outstanding at December 31, 2020 264,002 $ 8.93 Options exercised (408) 1.56 Options expired (408) 1.56 Outstanding at March 31, 2021 263,186 $ 8.96

Revenue Recognition

Revenue Recognition	3 Months Ended
	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Revenue Recognition	10. Revenue Recognition Revenue Recognition Policy Revenues are recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when made available to the customers. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenues are recognized net of sales credits and allowances. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers : • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenues within a single operating segment. Subscription and Support Revenues The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer. As our customers have access to use our solutions over the term of the contract agreement we believe this method of revenue recognition provides a faithful depiction of the transfer of services provided. Our subscription contracts are generally 1 to 3 years in length. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or 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. 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 subscription 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, revenue is recorded 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 condensed consolidated balance sheets. A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. We recognize contract liabilities as revenues upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenues during the succeeding twelve-month period are recorded in Deferred revenue and the remaining portion is recorded in 'Deferred revenue noncurrent' on the accompanying condensed consolidated balance sheets at the end of each reporting period. 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 March 31, 2021 and December 31, 2020, unbilled receivables were $5.1 million and $4.6 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 on a systematic basis that is consistent with the transfer of goods and services over the expected life of the customer relationships, which has been determined to be approximately 6 years. The expected life of our customer relationships is based on historical data and management estimates, including estimated renewal terms and the useful life of the associated underlying technology. Commissions paid on renewal contracts are not commensurate with commissions paid on new customer contracts, as such, deferred commissions related to renewals are capitalized and amortized over the estimated contractual renewal term of 18 months. We utilized the 'portfolio approach' practical expedient permitted under ASC 606-10-10-4, which allows entities to apply the guidance to a portfolio of contracts with similar characteristics as the effects on the financial statements of this approach would not differ materially from applying the guidance to individual contracts. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred commissions, current, and the remainder is recorded in long-term assets as deferred commissions, net of current portion. Amortization expense is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations. Deferred commissions are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable consistent with the Company's long-lived assets policy. No indicators of impairment were identified during the three months ended March 31, 2021. The following table presents the activity impacting deferred commissions for the three months ended March 31, 2021 (in thousands): Balance at December 31, 2020 $ 18,746 Capitalized deferred commissions 3,263 Amortization of deferred commissions (1,706) Balance at March 31, 2021 $ 20,303 Deferred Revenue Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. Deferred revenue is mainly unearned revenue related to subscription services and support services. During the three months ended March 31, 2021, we recognized $39.4 million and $1.1 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period. In addition, during the three months ended March 31, 2021 we recognized $1.2 million in revenue that was included in the acquired deferred revenue balance of our 2021 acquisitions as disclosed in Note 2, Acquisitions. Remaining Performance Obligations As of March 31, 2021, approximately $265.7 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): Three Months Ended March 31, 2021 2020 Revenues: Subscription and support: United States $ 52,955 $ 45,971 United Kingdom 9,394 9,996 Canada 3,338 4,582 Other International 4,966 3,342 Total subscription and support revenue 70,653 63,891 Perpetual license: United States 253 282 United Kingdom 11 16 Canada 42 21 Other International 46 42 Total perpetual license revenue 352 361 Professional services: United States 2,044 2,711 United Kingdom 664 814 Canada 88 138 Other International 168 117 Total professional service revenue 2,964 3,780 Total revenue $ 73,969 $ 68,032

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	11. Related Party Transactions We are a party to two agreements with companies controlled by a non-management investor in the Company: • On March 28, 2017, the Company entered into an amendment to the Amended and Restated Technology Services Agreement with DevFactory FZ LLC ("DevFactory") to extend the initial term end date from December 31, 2017 to December 31, 2021. Additionally, the Company amended the option for either party to renew annually for one • The Company purchased services from Crossover, Inc. ("Crossover"), a company controlled by ESW Capital, LLC during the three months ended March 31, 2021 and March 31, 2020 of approximately $1.0 million and $1.1 million, respectively. Crossover provides a proprietary technology system to help the Company identify, screen, select, assign, and connect with necessary resources from time to time to perform technology software development and other services throughout the Company, and track productivity of such resources. While there are no purchase commitments with Crossover, the Company continues to use its services in 2021. As of March 31, 2021 and December 31, 2020 amounts included in accounts payable and accrued liabilities owed to this company totaled $0.8 million and $0.6 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 approximately 26.18% interest in Visionael. Fees earned from this arrangement for the three months ended March 31, 2021 and March 31, 2020 were $0 and $15,000, 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 March 31, 2021 and December 31, 2020 advances to Visionael included in Prepaid and other on the Company’s condensed consolidated balance sheets totaled $0.0 million and $0.4 million, respectively, net of allowance for credit losses. During the three months ended March 31, 2021 the Company recognized an allowance for credit loss of $0.4 million against the remaining outstanding balance.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of Upland Software, Inc. and its wholly owned subsidiaries (collectively referred to as “Upland”, the “Company”, “we” or “us”). All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, in all material respects, and include all adjustments of a normal recurring nature necessary for a fair presentation. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other period. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2020 Annual Report on Form 10-K filed with the SEC on February 25, 2021.
Use of Estimates	Use of Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, the fair value of the Company’s interest rate swaps and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of May 5, 2021, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
Concentrations of Credit Risk and Significant Customers	Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, accounts receivable and the Company’s interest rate swap hedges. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts.
Derivatives	Derivatives In connection with borrowing funds under the Company’s credit facility the Company has entered into a floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. These interest rate swaps effectively 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 a 7 year term of debt. ASC 815 requires entities to recognize derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company assessed the effectiveness of the hedging relationship under the hypothetical derivative method and noted that all of the critical terms of the hypothetical derivative and hedging instrument were the same. The hedging relationship continues to limit the Company’s exposure to the variability in interest rates under the Company’s term loans and related cash outflows. As such, the Company has deemed this hedging relationship as highly effective in offsetting cash flows attributable to hedged risk (variability in forecasted monthly interest payments) for the term of the term loans and interest rate swap agreements. All derivative financial instruments are recorded at fair value as a net asset or liability in the accompanying condensed consolidated balance sheets. As of March 31, 2021 and December 31, 2020 the fair value of the interest rate swaps included in Interest rate swap liabilities in the Company's condensed consolidated balance sheets was $14.6 million and $30.0 million, respectively. The change in the fair value of the hedging instruments is recorded in Other comprehensive income. Amounts deferred in Other comprehensive income will be reclassified to Interest expense in the accompanying condensed consolidated statements of operations in the period in which the hedged item affects earnings.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company 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.
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 is evaluating the impact of this standard on our consolidated financial statements.
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. 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 subscription 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, revenue is recorded 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 condensed consolidated balance sheets. A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. We recognize contract liabilities as revenues upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenues during the succeeding twelve-month period are recorded in Deferred revenue and the remaining portion is recorded in 'Deferred revenue noncurrent' on the accompanying condensed consolidated balance sheets at the end of each reporting period. 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.

Acquisitions (Tables)

Acquisitions (Tables)	3 Months Ended
	Mar. 31, 2021
Business Combinations [Abstract]
Schedule of Consideration Paid for Acquisitions	The following table summarizes the consideration transferred for the acquisitions described above (in thousands): BlueVenn Second Street Localytics Cash $ 53,535 $ 25,436 $ 67,655 Holdback (1) 2,429 5,000 345 Contingent consideration (2) 2,742 1,650 1,000 Working capital adjustment (3) — 104 (5,238) Total consideration $ 58,706 $ 32,190 $ 63,762 (1) Represents the cash holdbacks subject to indemnification claims that are payable 12 months following closing for Second Street and Localytics and 18 months following closing for BlueVenn. (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 BlueVenn, Second Street and Localytics earn-outs were $22.4 million, $3.0 million and $1.0 million, respectively. The earn-out for Localytics was paid in full during the year ended December 31, 2020 based on an ending fair value of $1.0 million. Refer to Note 3 for further discussion regarding the calculation of fair value of acquisition related earn-outs.
Schedule of Assets and Liabilities Assumed through Acquisition	The following condensed table presents the preliminary and finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions during the year ended December 31, 2020 and through the three months ended March 31, 2021, as well as assets and liabilities (in thousands): Preliminary Final BlueVenn Second Street Localytics Year Acquired 2021 2021 2020 Cash $ 1,115 $ — $ — Accounts receivable 1,491 1,105 3,648 Other current assets 1,413 89 6,323 Operating lease right-of-use asset 1,357 489 7,605 Property and equipment 676 156 409 Customer relationships 15,530 14,600 30,500 Trade name 224 200 300 Technology 4,337 3,400 6,600 Goodwill 47,136 18,054 33,543 Other assets 24 13 6 Total assets acquired 73,303 38,106 88,934 Accounts payable (2,783) (230) (2,382) Accrued expense and other (1,956) (372) (6,761) Deferred tax liabilities (3,404) (4,325) (3,382) Deferred revenue (5,097) (500) (4,812) Operating lease liabilities (1,357) (489) (7,835) Total liabilities assumed (14,597) (5,916) (25,172) Total consideration $ 58,706 $ 32,190 $ 63,762
Schedule of Weighted-Average Amortization Period	The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the three months ended March 31, 2021 and the year ended December 31, 2020 (in years): Useful Life March 31, 2021 December 31, 2020 Customer relationships 7.0 8.0 Trade name 2.0 2.0 Developed technology 5.0 5.0 Total weighted-average useful life 6.5 7.4

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Liabilities Measured at Fair Value on a Recurring Basis	Liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at March 31, 2021 (unaudited) Level 1 Level 2 Level 3 Total Liabilities: Earnout consideration liability $ — $ — $ 4,350 $ 4,350 Interest rate swap liabilities $ — $ 14,581 $ — $ 14,581 Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Interest rate swap liabilities $ — $ 30,032 $ — $ 30,032
Schedule of Liabilities Measured at Fair Value on a Recurring Basis which Unobservable Inputs are Utilized	The following table presents additional information about earnout consideration liabilities measured at fair value on a recurring basis and for which the Company has utilized significant unobservable (Level 3) inputs to determine fair value (in thousands) (unaudited): Balance at December 31, 2020 $ — Acquisitions and settlements: Acquisitions 4,392 Settlements — Remeasurement adjustments: Gain included in earnings — Foreign currency translation adjustments (42) Balance at March 31, 2021 $ 4,350
Significant Unobservable Inputs Used in Fair Value Measurement	The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows: Fair Value at March 31, 2021 Valuation Technique Significant Unobservable Inputs Contingent acquisition consideration: $ 4,350 Binary option model Expected future annual revenue streams and probability of achievement

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in the Company’s goodwill balance for the three months ended March 31, 2021 are summarized in the table below (in thousands): Balance at December 31, 2020 $ 383,598 Acquired in business combinations 65,190 Foreign currency translation adjustment (230) Balance at March 31, 2021 $ 448,558
Summary of Intangible Assets, Net	The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying March 31, 2021: Customer relationships 1-10 $ 348,678 $ 98,022 $ 250,656 Trade name 1.5-10 9,700 4,992 4,708 Developed technology 4-9 87,044 36,627 50,417 Non-compete agreements 3 1,148 1,052 96 Total intangible assets $ 446,570 $ 140,693 $ 305,877 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 Annual Amortization Expense	As of March 31, 2021, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2021 $ 37,579 2022 47,365 2023 45,030 2024 42,678 2025 39,382 2026 and thereafter 93,843 Total $ 305,877

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2021
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Senior secured loans (includes unamortized discount of $11,094 and $11,648 based on an imputed interest rate of 5.8% and 5.8%, at March 31, 2021 and December 31, 2020, respectively) $ 520,806 $ 521,603 Less current maturities (3,170) (3,166) Total long-term debt $ 517,636 $ 518,437
Schedule of Debt, Interest Rate Swap	Three Months Ended March 31, 2021 2020 (Loss) gain recognized in Other comprehensive income on derivative financial instruments $ 15,451 $ (31,401) (Loss) gain on interest rate swap (included in Interest expense on our consolidated statement of operations) $ (2,010) $ 66

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Computations of Loss Per Share	The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended March 31, 2021 2020 Numerator: Net Loss $ (20,684) $ (20,081) Denominator: Weighted–average common shares outstanding, basic and diluted 29,970,050 24,906,932 Net loss per common share, basic and diluted $ (0.69) $ (0.81)
Schedule of Anti–Dilutive Common Share Equivalents	The following table sets forth the anti–dilutive common share equivalents as of March 31, 2021 and March 31, 2020: March 31, 2021 2020 Stock options 263,186 320,913 Restricted stock awards 34,508 318,045 Restricted stock units 2,234,764 1,848,066 Performance restricted stock units 127,734 66,297 Total anti–dilutive common share equivalents 2,660,192 2,553,321

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Schedule of Accumulated Other Comprehensive Income (Loss)	The following table shows the components of accumulated other comprehensive loss, net of income taxes, (“AOCI”) in the stockholders’ equity section of our condensed consolidated balance sheets at the dates indicated (in thousands): March 31, 2021 December 31, 2020 Foreign currency translation adjustment $ (1,743) $ 644 Unrealized translation gain on intercompany loans with foreign subsidiaries 3,994 3,154 Unrealized loss on interest rate swaps (14,581) (30,032) Total accumulated other comprehensive loss $ (12,330) $ (26,234)
Schedule of Allocated Share-Based Compensation Expense	The Company recognizes stock-based compensation expense from all awards in the following expense categories (in thousands): Three Months Ended March 31, 2021 2020 Cost of revenue $ 442 $ 318 Research and development 714 615 Sales and marketing 1,137 549 General and administrative (1) 15,531 7,838 Total $ 17,824 $ 9,320 (1) In March 2021 our former co-President and Chief Operating Officer (“COO”) resigned from his positions and entered into an advisory agreement with the Company pursuant to which he will serve as a strategic advisor to the Company through December 31, 2022. Stock-based compensation for the three months ended March 31, 2021 includes $6.3 million in incremental stock-based compensation expense related to the deemed modification of the unvested portion of grants held by our former COO at the time of transition, even though these shares continue to vest over their existing vesting schedule through 2022. In accordance with ASC 718, the fair value of these awards were modified and all related expense accelerated on the date of modification as a result of the reduction in required service.
Restricted Stock Unit Activity	Restricted stock unit activity during the three months ended March 31, 2021 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2020 1,261,290 $ 39.92 Units granted 1,096,662 48.92 Units vested (104,143) 39.96 Awards forfeited (19,045) 38.43 Unvested balances at March 31, 2021 2,234,764 $ 44.35
Performance Based Restricted Stock Unit Activity	PRSU activity during the three months ended March 31, 2021 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2020 66,297 $ 79.72 Units granted 61,437 86.56 Unvested balances at March 31, 2021 127,734 $ 83.01
Schedule Valuation Assumptions	Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the three months ended March 31, 2021 and year ended December 31, 2020 are as follows: March 31, 2021 December 31, 2020 Expected volatility 53.6% 45.1% Risk-free interest rate 0.1% 1.3% Remaining performance period (in years) 1.35 1.35 Dividend yield — —
Restricted Stock Awards	Restricted Stock Awards Restricted share activity during the three months ended March 31, 2021 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2020 34,508 $ 30.13 Awards vested — — Awards forfeited — — Unvested balances at March 31, 2021 34,508 $ 30.13
Schedule of Stock Option Activity	Stock option activity during the three months ended March 31, 2021 was as follows: Number of Weighted– Outstanding at December 31, 2020 264,002 $ 8.93 Options exercised (408) 1.56 Options expired (408) 1.56 Outstanding at March 31, 2021 263,186 $ 8.96

Revenue Recognition (Tables)

Revenue Recognition (Tables)	3 Months Ended
	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Deferred Commissions	The following table presents the activity impacting deferred commissions for the three months ended March 31, 2021 (in thousands): Balance at December 31, 2020 $ 18,746 Capitalized deferred commissions 3,263 Amortization of deferred commissions (1,706) Balance at March 31, 2021 $ 20,303
Disaggregation of Revenue	The Company has operations primarily in the U.S., United Kingdom and Canada. Information about these operations is presented below (in thousands): Three Months Ended March 31, 2021 2020 Revenues: Subscription and support: United States $ 52,955 $ 45,971 United Kingdom 9,394 9,996 Canada 3,338 4,582 Other International 4,966 3,342 Total subscription and support revenue 70,653 63,891 Perpetual license: United States 253 282 United Kingdom 11 16 Canada 42 21 Other International 46 42 Total perpetual license revenue 352 361 Professional services: United States 2,044 2,711 United Kingdom 664 814 Canada 88 138 Other International 168 117 Total professional service revenue 2,964 3,780 Total revenue $ 73,969 $ 68,032

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	Aug. 06, 2019	Mar. 31, 2021	Dec. 31, 2020	Nov. 26, 2019
Interest rate swap
Offsetting Assets [Line Items]
Derivative liability, fair value, gross liability		$ 14,600,000	$ 30,000,000
Secured Debt | Credit Facility
Offsetting Assets [Line Items]
Debt instrument, face amount	$ 350,000,000	$ 540,000,000		$ 190,000,000
Interest rate percentage	5.40%	5.40%
Long-term debt, term	7 years	7 years

Acquisitions - Narrative (Detai

Acquisitions - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Feb. 28, 2021	Jan. 19, 2021
Business Acquisition [Line Items]
Goodwill	$ 448,558		$ 383,598
Transaction costs, excluding integration and transformation costs	4,000	$ 3,300
Third-Party Payor | Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets acquired			200
BlueVenn
Business Acquisition [Line Items]
Revenues	1,000
Goodwill				$ 47,136
Second Street
Business Acquisition [Line Items]
Revenues	2,000
Goodwill					$ 18,054
All acquisitions
Business Acquisition [Line Items]
Goodwill	$ 98,700
Goodwill deductible for tax purposes			$ 2,000

Acquisitions - Consideration (D

Acquisitions - Consideration (Details) - USD ($) $ in Thousands	Feb. 28, 2021	Jan. 19, 2021	Feb. 06, 2020	Dec. 31, 2020
BlueVenn
Business Acquisition [Line Items]
Cash	$ 53,535
Holdback	2,429
Contingent consideration	2,742
Working capital adjustment (3)	0
Total consideration	$ 58,706
Cash holdback payable, payment period	18 months
Future earn out payments, maximum	$ 22,400
Second Street
Business Acquisition [Line Items]
Cash		$ 25,436
Holdback		5,000
Contingent consideration		1,650
Working capital adjustment (3)		104
Total consideration		$ 32,190
Cash holdback payable, payment period		12 months
Future earn out payments, maximum		$ 3,000
Localytics
Business Acquisition [Line Items]
Cash			$ 67,655
Holdback			345
Contingent consideration			1,000
Working capital adjustment (3)			(5,238)	$ 5,200
Total consideration			$ 63,762
Cash holdback payable, payment period			12 months
Future earn out payments, maximum			$ 1,000
Earn out payment				$ 1,000

Acquisitions - Assets Acquired

Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Feb. 28, 2021	Jan. 19, 2021	Dec. 31, 2020	Feb. 06, 2020
Assets Acquired
Operating lease right-of-use asset	$ 8,720			$ 10,124
Goodwill	$ 448,558			$ 383,598
BlueVenn
Assets Acquired
Cash		$ 1,115
Accounts receivable		1,491
Other current assets		1,413
Operating lease right-of-use asset		1,357
Property and equipment		676
Goodwill		47,136
Other assets		24
Total assets acquired		73,303
Liabilities Assumed
Accounts payable		(2,783)
Accrued expense and other		(1,956)
Deferred tax liabilities		(3,404)
Deferred revenue		(5,097)
Operating lease liabilities		(1,357)
Total liabilities assumed		(14,597)
Total consideration		58,706
BlueVenn | Customer relationships
Assets Acquired
Intangible assets		15,530
BlueVenn | Trade name
Assets Acquired
Intangible assets		224
BlueVenn | Technology
Assets Acquired
Intangible assets		$ 4,337
Second Street
Assets Acquired
Cash			$ 0
Accounts receivable			1,105
Other current assets			89
Operating lease right-of-use asset			489
Property and equipment			156
Goodwill			18,054
Other assets			13
Total assets acquired			38,106
Liabilities Assumed
Accounts payable			(230)
Accrued expense and other			(372)
Deferred tax liabilities			(4,325)
Deferred revenue			(500)
Operating lease liabilities			(489)
Total liabilities assumed			(5,916)
Total consideration			32,190
Second Street | Customer relationships
Assets Acquired
Intangible assets			14,600
Second Street | Trade name
Assets Acquired
Intangible assets			200
Second Street | Technology
Assets Acquired
Intangible assets			$ 3,400
Localytics
Assets Acquired
Cash					$ 0
Accounts receivable					3,648
Other current assets					6,323
Operating lease right-of-use asset					7,605
Property and equipment					409
Goodwill					33,543
Other assets					6
Total assets acquired					88,934
Liabilities Assumed
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
Assets Acquired
Intangible assets					30,500
Localytics | Trade name
Assets Acquired
Intangible assets					300
Localytics | Technology
Assets Acquired
Intangible assets					$ 6,600

Acquisitions - Weighted Average

Acquisitions - Weighted Average Amortization Period (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	6 years 6 months	7 years 4 months 24 days
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	7 years	8 years
Trade name
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	2 years	2 years
Developed technology
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	5 years	5 years

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - USD ($)	Aug. 06, 2019	Mar. 31, 2021	Dec. 31, 2020	Nov. 26, 2019
Level 2 | Recurring Measurement Basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value		$ 531,900,000	$ 533,300,000
Credit Facility | Secured Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, term	7 years	7 years
Interest rate percentage	5.40%	5.40%
Debt instrument, face amount	$ 350,000,000	$ 540,000,000		$ 190,000,000

Fair Value Measurements - Chang

Fair Value Measurements - Changes to Fair Value of Earnout Liabilities (Details) - Recurring Measurement Basis - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	$ 4,350
Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap liabilities	14,581	$ 30,032
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	0
Level 1 | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap liabilities	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	0
Level 2 | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap liabilities	14,581	30,032
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	4,350
Level 3 | Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap liabilities	$ 0	$ 0

Fair Value Measurements - Liabi

Fair Value Measurements - Liabilities which Unobservable Inputs are Utilized (Details) - Recurring Measurement Basis - Earnout Consideration $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0
Acquisitions	4,392
Settlements	0
Gain included in earnings	0
Foreign currency translation adjustments	(42)
Ending balance	$ 4,350

Fair Value Measurements- Quanti

Fair Value Measurements- Quantitative Information (Details) $ in Thousands	Dec. 31, 2020USD ($)
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	$ 4,350

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 383,598
Acquired in business combinations	65,190
Foreign currency translation adjustment	(230)
Ending balance	$ 448,558

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization charge of intangible assets	$ 12	$ 11.2

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 446,570	$ 408,754
Accumulated Amortization	140,693	128,779
Net Carrying Amount	305,877	279,975
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	348,678	318,941
Accumulated Amortization	98,022	89,131
Net Carrying Amount	$ 250,656	$ 229,810
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year	1 year
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years	10 years
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 9,700	$ 9,283
Accumulated Amortization	4,992	4,763
Net Carrying Amount	$ 4,708	$ 4,520
Trade name | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year 6 months	1 year 6 months
Trade name | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years	10 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 87,044	$ 79,382
Accumulated Amortization	36,627	33,929
Net Carrying Amount	$ 50,417	$ 45,453
Developed technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	4 years	4 years
Developed technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	9 years	9 years
Noncompete agreements
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	3 years	3 years
Gross Carrying Amount	$ 1,148	$ 1,148
Accumulated Amortization	1,052	956
Net Carrying Amount	$ 96	$ 192

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remainder of 2021	$ 37,579
2022	47,365
2023	45,030
2024	42,678
2025	39,382
2026	93,843
Net Carrying Amount	$ 305,877	$ 279,975

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating Loss Carryforwards [Line Items]
Expense (benefit) of income taxes	$ (4,394)	$ (4,287)
Deferred tax assets recognized (reduced) by valuation allowance	4,300
Operating loss carryforwards	355,000
Operating loss carryforwards, usable	214,000
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, expected expiration amount	185,000
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards, expected expiration amount	$ 29,000

Debt - Schedule of Long-term De

Debt - Schedule of Long-term Debt (Details) - Senior Secured Notes - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Debt instrument, unamortized discount	$ 11,094	$ 11,648
Debt instrument, imputed interest rate	5.80%	5.80%
Long-term debt	$ 520,806	$ 521,603
Less current maturities	(3,170)	(3,166)
Total long-term debt	$ 517,636	$ 518,437

Debt - Credit Facility (Details

Debt - Credit Facility (Details) - USD ($)	Aug. 06, 2019	Mar. 31, 2021	Dec. 31, 2020	Nov. 26, 2019
Line of Credit Facility [Line Items]
Interest rate cash flow hedge to be reclassified during next twelve months		$ 2,800,000
Cash interest costs (as a percent)		5.40%	5.40%
Unamortized deferred financing costs		$ 11,100,000	$ 11,600,000
Interest rate swap
Line of Credit Facility [Line Items]
Derivative liability, fair value, gross liability		14,600,000	$ 30,000,000
Credit Facility
Line of Credit Facility [Line Items]
Covenant compliance, percent	35.00%
Debt instrument, covenant, leverage ratio, amount	$ 50,000,000
Debt instrument, covenant, leverage ratio, maximum	6
Debt instrument, debt default, increase in interest rate on obligations upon default	2.00%
Credit Facility | Revolving Credit Facility
Line of Credit Facility [Line Items]
Long-term debt, term	5 years
Maximum borrowing capacity	$ 60,000,000
Commitment fee percentage	0.50%
Credit Facility | Letter of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 10,000,000
Credit Facility | Secured Debt
Line of Credit Facility [Line Items]
Debt instrument, face amount	$ 350,000,000	$ 540,000,000		$ 190,000,000
Long-term debt, term	7 years	7 years
Debt instrument, repayment rate, quarterly	0.25%
Debt instrument, repayment rate, annual	1.00%
Interest rate percentage	5.40%	5.40%
Credit Facility | Secured Debt | Base Rate
Line of Credit Facility [Line Items]
Basis points, percentage	2.75%
Credit Facility | Secured Debt | Eurodollar Deposits Rate
Line of Credit Facility [Line Items]
Basis points, percentage	3.75%
Credit Facility | Secured Debt | Eurodollar Deposits Rate | Minimum
Line of Credit Facility [Line Items]
Basis points, percentage	0.00%
Credit Facility | Secured Debt | Federal Funds Rate
Line of Credit Facility [Line Items]
Basis points, percentage	0.50%
Credit Facility | Secured Debt | Federal Funds Rate | Minimum
Line of Credit Facility [Line Items]
Basis points, percentage	0.00%
Credit Facility | Secured Debt | Eurodollar
Line of Credit Facility [Line Items]
Basis points, percentage	1.00%

Debt - Schedule of Debt, Intere

Debt - Schedule of Debt, Interest Rate Swap (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Debt Instrument [Line Items]
Unrealized gain on interest rate swaps	$ 15,451	$ (31,401)
Interest expense, net	(7,787)	(7,643)
Interest rate swap
Debt Instrument [Line Items]
Interest expense, net	$ (2,010)	$ 66

Net Loss Per Share - Computatio

Net Loss Per Share - Computation of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator:
Net loss	$ (20,684)	$ (20,081)
Denominator:
Weighted-average common shares outstanding, basic and diluted (in shares)	29,970,050	24,906,932
Net loss per common share, basic and diluted (in dollars per share)	$ (0.69)	$ (0.81)

Net Loss Per Share - AntiDiluti

Net Loss Per Share - AntiDilutive Common Share Equivalents (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	2,660,192	2,553,321
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	263,186	320,913
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	34,508	318,045
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	2,234,764	1,848,066
Performance restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	127,734	66,297

Commitments and Contingencies (

Commitments and Contingencies (Details) - Investor - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Long-term Purchase Commitment [Line Items]
Amount of related party transaction	$ 2.4	$ 1.9
Remaining purchase obligation	$ 7.2

Stockholders' Equity - Narrativ

Stockholders' Equity - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Stockholders' equity attributable to parent	$ 317,660	$ 159,092	$ 306,615	$ 212,861
Target payout percentage	100.00%
Intercompany loan with foreign subsidiaries, accumulated tax
Class of Stock [Line Items]
Stockholders' equity attributable to parent	$ 2,200
Tax expense recognized in OCI	$ 200	$ 0
Performance restricted stock units
Class of Stock [Line Items]
Performance period	18 months
Minimum | Performance restricted stock units
Class of Stock [Line Items]
Award vesting rights, percentage	0.00%
Maximum | Performance restricted stock units
Class of Stock [Line Items]
Award vesting rights, percentage	300.00%
Chief Executive Officer | Performance restricted stock units
Class of Stock [Line Items]
Award vesting rights, percentage	50.00%

Stockholders' Equity - Schedule

Stockholders' Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	$ 317,660	$ 306,615	$ 159,092	$ 212,861
Foreign currency translation adjustment
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	(1,743)	644
Unrealized translation gain on intercompany loans with foreign subsidiaries
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	3,994	3,154
Unrealized loss on interest rate swaps
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	(14,581)	(30,032)
Accumulated Other Comprehensive Loss
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	$ (12,330)	$ (26,234)	$ (43,396)	$ (1,223)

Stockholders' Equity - Shared B

Stockholders' Equity - Shared Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 17,824	$ 9,320
Incremental share-based compensation expense	6,300
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	442	318
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	714	615
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	1,137	549
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 15,531	$ 7,838

Stockholders' Equity - Restrict

Stockholders' Equity - Restricted Stock Units Activity (Details) - Restricted stock units	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Number of Restricted Stock Units Outstanding
Unvested balances at beginning of period (in shares) | shares	1,261,290
Units granted (in shares) | shares	1,096,662
Units vested (in shares) | shares	(104,143)
Units forfeited (in shares) | shares	(19,045)
Unvested balances at end of period (in shares) | shares	2,234,764
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 39.92
Units granted (in dollars per share) | $ / shares	48.92
Weighted average grant date fair value, units vested (in dollars per share) | $ / shares	39.96
Weighted-average grant date fair value, awards forfeited (in dollars per share) | $ / shares	38.43
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 44.35

Stockholders' Equity - Performa

Stockholders' Equity - Performance Based Restricted Stock Unit Activity (Details) - Performance restricted stock units - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Number of PRSUs Outstanding
Unvested balances at beginning of period (in shares)	66,297
Units granted (in shares)	61,437
Unvested balances at end of period (in shares)	127,734	66,297
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value (in dollars per share)	$ 79.72
Units granted (in dollars per share)	86.56
Weighted-average grant date fair value (in dollars per share)	$ 83.01	$ 79.72
Expected volatility	53.60%	45.10%
Risk-free interest rate	0.10%	1.30%
Remaining performance period (in years)	1 year 4 months 6 days	1 year 4 months 6 days
Dividend yield	0.00%	0.00%

Stockholders' Equity - Restri_2

Stockholders' Equity - Restricted Stock Award Activity (Details) - Restricted stock awards	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Number of Restricted Stock Units Outstanding
Unvested balances at beginning of period (in shares) | shares	34,508
Units vested (in shares) | shares	0
Units forfeited (in shares) | shares	0
Unvested balances at end of period (in shares) | shares	34,508
Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 30.13
Weighted-average grant date fair value, awards vested (in dollars per share) | $ / shares	0
Weighted-average grant date fair value, awards forfeited (in dollars per share) | $ / shares	0
Weighted-average grant date fair value (in dollars per share) | $ / shares	$ 30.13

Stockholders' Equity - Stock Op

Stockholders' Equity - Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Number of Options Outstanding
Outstanding at beginning of period (in shares) | shares	264,002
Options exercised (in shares) | shares	(408)
Options expired (in shares) | shares	(408)
Outstanding at end of period (in shares) | shares	263,186
Weighted– Average Exercise Price
Outstanding at beginning of period (in dollars per share) | $ / shares	$ 8.93
Options exercised (in dollars per share) | $ / shares	1.56
Options expired (in dollars per share) | $ / shares	1.56
Outstanding at end of period (in dollars per share) | $ / shares	$ 8.96

Revenue Recognition - Narrative

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Revenue from External Customer [Line Items]
Performance obligation, description of timing	Our subscription contracts are generally 1 to 3 years in length
Unbilled receivables	$ 5,088	$ 4,561
Deferred commissions, amortization period	6 years
Deferred commissions renewal amortization period	18 months
Revenue recognized, previously in unearned revenue	$ 1,200
Subscription and support
Revenue from External Customer [Line Items]
Revenue recognized, previously in unearned revenue	39,400
Professional services
Revenue from External Customer [Line Items]
Revenue recognized, previously in unearned revenue	$ 1,100

Revenue Recognition - Activity

Revenue Recognition - Activity Impacting Deferred Commissions (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)
Revenue from Contract with Customer [Abstract]
Beginning balance	$ 18,746
Capitalized deferred commissions	3,263
Amortization of deferred commissions	(1,706)
Ending balance	$ 20,303

Revenue Recognition - Remaining

Revenue Recognition - Remaining Performance Obligation (Details) $ in Millions	Mar. 31, 2021USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	68.00%
Expected satisfaction period of performance obligations, in months	12 months
Subscription Contracts
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue expected to be recognized from performance obligations	$ 265.7

Revenue Recognition - Disaggreg

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 73,969	$ 68,032
Subscription and support
Disaggregation of Revenue [Line Items]
Revenue	70,653	63,891
Subscription and support | United States
Disaggregation of Revenue [Line Items]
Revenue	52,955	45,971
Subscription and support | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	9,394	9,996
Subscription and support | Canada
Disaggregation of Revenue [Line Items]
Revenue	3,338	4,582
Subscription and support | Other International
Disaggregation of Revenue [Line Items]
Revenue	4,966	3,342
Perpetual license
Disaggregation of Revenue [Line Items]
Revenue	352	361
Perpetual license | United States
Disaggregation of Revenue [Line Items]
Revenue	253	282
Perpetual license | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	11	16
Perpetual license | Canada
Disaggregation of Revenue [Line Items]
Revenue	42	21
Perpetual license | Other International
Disaggregation of Revenue [Line Items]
Revenue	46	42
Professional services
Disaggregation of Revenue [Line Items]
Revenue	2,964	3,780
Professional services | United States
Disaggregation of Revenue [Line Items]
Revenue	2,044	2,711
Professional services | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	664	814
Professional services | Canada
Disaggregation of Revenue [Line Items]
Revenue	88	138
Professional services | Other International
Disaggregation of Revenue [Line Items]
Revenue	$ 168	$ 117

Related Party Transactions (Det

Related Party Transactions (Details)	Mar. 28, 2017	Mar. 31, 2021USD ($)agreement	Mar. 31, 2020USD ($)	Dec. 31, 2020USD ($)
Related Party Transaction [Line Items]
Number of agreements | agreement		2
Purchase obligation increase in amount, if a 10% increase in revenue		$ 1,000,000
Purchase commitment, amount		10,600,000
Prepaid and other		8,540,000		$ 12,694,000
Credit loss expense recognized		$ 400,000
Visionael Corporation | Chief Executive Officer and Board of Directors Chairman
Related Party Transaction [Line Items]
Percentage of ownership		26.18%
Investor
Related Party Transaction [Line Items]
Ownership percentage, minimum		5.00%
Amount of related party transaction		$ 2,400,000	$ 1,900,000
Accounts payable, related parties		2,400,000		1,900,000
Software Development Services | Investor
Related Party Transaction [Line Items]
Option to renew purchase commitment, term	1 year
Purchase obligation outstanding		9,600,000
Services | Investor
Related Party Transaction [Line Items]
Purchase obligation outstanding		0
Amount of related party transaction		1,000,000	1,100,000
Accounts payable, related parties		800,000		600,000
Management, HR/Payroll and Administrative Services | Former Subsidiary
Related Party Transaction [Line Items]
Revenue from related party		0	$ 15,000
Management, HR/Payroll and Administrative Services | Former Subsidiary | Visionael Corporation
Related Party Transaction [Line Items]
Prepaid and other		$ 0		$ 400,000

Uncategorized Items - upld-2021

Label	Element	Value
Accounting Standards Update [Extensible List]	us-gaap_AccountingStandardsUpdateExtensibleList	us-gaap:AccountingStandardsUpdate201613Member