Upland Software (UPLD) 10-Q 9 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Jul. 29, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
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		31,632,628
Entity Central Index Key	0001505155
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 138,284	$ 189,158
Accounts receivable (net of allowance of $951 and $1,107 at June 30, 2022 and December 31, 2021, respectively)	35,120	50,499
Deferred commissions, current	10,467	9,824
Unbilled receivables	5,202	4,801
Prepaid expenses and other current assets	16,739	8,709
Total current assets	205,812	262,991
Tax credits receivable	3,383	3,345
Property and equipment, net	2,165	2,667
Operating lease right-of-use asset	6,566	6,454
Intangible assets, net	277,001	279,920
Goodwill	492,481	457,472
Deferred commissions, noncurrent	15,400	14,808
Interest rate swap assets	25,959	0
Other assets	1,279	1,350
Total assets	1,030,046	1,029,007
Current liabilities:
Accounts payable	21,262	20,362
Accrued compensation	12,841	9,829
Accrued expenses and other current liabilities	13,829	9,086
Deferred revenue	103,442	102,847
Liabilities due to sellers of businesses	12,157	7,607
Operating lease liabilities, current	3,840	3,546
Current maturities of notes payable (includes unamortized discount of $2,233 and $2,233 at June 30, 2022 and December 31, 2021, respectively)	3,167	3,167
Total current liabilities	170,538	156,444
Notes payable, less current maturities (includes unamortized discount of $6,192 and $7,287 at June 30, 2022 and December 31, 2021, respectively)	513,558	515,163
Deferred revenue, noncurrent	3,967	2,058
Operating lease liabilities, noncurrent	6,369	6,773
Noncurrent deferred tax liability, net	22,678	22,793
Interest rate swap liabilities	0	8,409
Other long-term liabilities	1,006	1,079
Total liabilities	718,116	712,719
Stockholders’ equity:
Common stock, $0.0001 par value; 50,000,000 shares authorized: 31,632,628 and 31,096,548 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)	3	3
Additional paid-in capital	594,080	568,384
Accumulated other comprehensive loss	(2,344)	(11,514)
Accumulated deficit	(279,809)	(240,585)
Total stockholders’ equity	311,930	316,288
Total liabilities and stockholders’ equity	$ 1,030,046	$ 1,029,007

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss, current	$ 951	$ 1,107
Unamortized discount, current	2,233	2,233
Unamortized discount, noncurrent	$ 6,192	$ 7,287
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock authorized (in shares)	50,000,000	50,000,000
Common stock issued (in shares)	31,632,628	31,096,548
Common stock outstanding (in shares)	31,632,628	31,096,548

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue	$ 80,227	$ 76,264	$ 158,943	$ 150,233
Cost of revenue	26,553	25,012	51,308	49,439
Gross profit	53,674	51,252	107,635	100,794
Operating expenses:
Sales and marketing	15,331	14,298	30,924	26,730
Research and development	11,676	11,113	23,743	22,053
General and administrative	21,828	19,192	41,442	43,561
Depreciation and amortization	10,802	10,278	21,853	20,021
Acquisition-related expenses	4,925	5,534	15,338	15,120
Total operating expenses	64,562	60,415	133,300	127,485
Loss from operations	(10,888)	(9,163)	(25,665)	(26,691)
Other expense:
Interest expense, net	(7,754)	(7,942)	(15,516)	(15,729)
Other income (expense), net	1,777	(399)	1,359	(162)
Total other expense	(5,977)	(8,341)	(14,157)	(15,891)
Loss before benefit from (provision for) income taxes	(16,865)	(17,504)	(39,822)	(42,582)
Benefit from (provision for) income taxes	472	(1,538)	598	2,856
Net loss	$ (16,393)	$ (19,042)	$ (39,224)	$ (39,726)
Net loss per common share:
Net loss per common share, basic (in dollars per share)	$ (0.52)	$ (0.63)	$ (1.25)	$ (1.32)
Net loss per common share, diluted (in dollars per share)	$ (0.52)	$ (0.63)	$ (1.25)	$ (1.32)
Weighted-average common shares outstanding, basic (in shares)	31,380,505	30,097,749	31,272,489	30,034,252
Weighted-average common shares outstanding, diluted (in shares)	31,380,505	30,097,749	31,272,489	30,034,252
Total product revenue
Revenue	$ 76,875	$ 72,820	$ 152,280	$ 143,825
Subscription and support
Revenue	75,017	72,405	148,644	143,058
Cost of revenue	24,125	23,161	46,194	45,843
Perpetual license
Revenue	1,858	415	3,636	767
Professional services
Revenue	3,352	3,444	6,663	6,408
Cost of revenue	$ 2,428	$ 1,851	$ 5,114	$ 3,596

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (16,393)	$ (19,042)	$ (39,224)	$ (39,726)
Other comprehensive income (loss):
Foreign currency translation adjustment	(17,356)	1,324	(18,403)	(1,063)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	(5,503)	940	(6,796)	1,780
Unrealized gain (loss) on interest rate swaps	8,156	(3,172)	34,369	12,279
Other comprehensive income (loss):	(14,703)	(908)	9,170	12,996
Comprehensive loss	$ (31,096)	$ (19,950)	$ (30,054)	$ (26,730)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020		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)		426,132
Issuance of stock under Company plans, net of shares withheld for tax	178		178
Stock-based compensation	31,374		31,374
Foreign currency translation adjustment	(1,063)			(1,063)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	1,780			1,780
Unrealized gain (loss) on interest rate swaps	12,279			12,279
Net loss	(39,726)				(39,726)
Ending balance (in shares) at Jun. 30, 2021		30,413,246
Ending balance at Jun. 30, 2021	311,437	$ 3	546,771	(13,238)	(222,099)
Beginning balance (in shares) at Mar. 31, 2021		30,091,665
Beginning balance at Mar. 31, 2021	317,660	$ 3	533,044	(12,330)	(203,057)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		321,581
Issuance of stock under Company plans, net of shares withheld for tax	177		177
Stock-based compensation	13,550		13,550
Foreign currency translation adjustment	1,324			1,324
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	940			940
Unrealized gain (loss) on interest rate swaps	(3,172)			(3,172)
Net loss	(19,042)				(19,042)
Ending balance (in shares) at Jun. 30, 2021		30,413,246
Ending balance at Jun. 30, 2021	$ 311,437	$ 3	546,771	(13,238)	(222,099)
Beginning balance (in shares) at Dec. 31, 2021	31,096,548	31,096,548
Beginning balance at Dec. 31, 2021	$ 316,288	$ 3	568,384	(11,514)	(240,585)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		536,080
Issuance of stock under Company plans, net of shares withheld for tax	(800)		(800)
Stock-based compensation	26,496		26,496
Foreign currency translation adjustment	(18,403)			(18,403)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	(6,796)			(6,796)
Unrealized gain (loss) on interest rate swaps	34,369			34,369
Net loss	$ (39,224)				(39,224)
Ending balance (in shares) at Jun. 30, 2022	31,632,628	31,632,628
Ending balance at Jun. 30, 2022	$ 311,930	$ 3	594,080	(2,344)	(279,809)
Beginning balance (in shares) at Mar. 31, 2022		31,320,765
Beginning balance at Mar. 31, 2022	328,584	$ 3	579,638	12,359	(263,416)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of stock under Company plans, net of shares withheld for tax (in shares)		311,863
Issuance of stock under Company plans, net of shares withheld for tax	(435)		(435)
Stock-based compensation	14,877		14,877
Foreign currency translation adjustment	(17,356)			(17,356)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	(5,503)			(5,503)
Unrealized gain (loss) on interest rate swaps	8,156			8,156
Net loss	$ (16,393)				(16,393)
Ending balance (in shares) at Jun. 30, 2022	31,632,628	31,632,628
Ending balance at Jun. 30, 2022	$ 311,930	$ 3	$ 594,080	$ (2,344)	$ (279,809)

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Operating activities
Net loss	$ (39,224)	$ (39,726)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	28,193	25,669
Change in fair value of liabilities due to sellers of businesses	(75)	(2,729)
Deferred income taxes	(2,407)	(3,389)
Amortization of deferred costs	5,883	3,848
Foreign currency re-measurement loss	3	10
Non-cash interest and other expense	1,115	1,115
Non-cash stock compensation expense	26,496	31,374
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable	22,087	10,174
Prepaid expenses and other current assets	(4,597)	(3,631)
Accounts payable	(898)	5,915
Accrued expenses and other liabilities	(5,154)	(2,424)
Deferred revenue	(9,162)	(2,898)
Net cash provided by operating activities	22,260	23,308
Investing activities
Purchase of property and equipment	(297)	(507)
Purchase business combinations, net of cash acquired	(62,356)	(92,417)
Net cash used in investing activities	(62,653)	(92,924)
Financing activities
Payments on finance leases	0	(4)
Proceeds from notes payable, net of issuance costs	(20)	(113)
Payments on notes payable	(2,700)	(2,700)
Taxes paid related to net share settlement of equity awards	(982)	0
Issuance of common stock, net of issuance costs	182	178
Additional consideration paid to sellers of businesses	(3,088)	(742)
Net cash used in financing activities	(6,608)	(3,381)
Effect of exchange rate fluctuations on cash	(3,873)	(493)
Change in cash and cash equivalents	(50,874)	(73,490)
Cash and cash equivalents, beginning of period	189,158	250,029
Cash and cash equivalents, end of period	138,284	176,539
Supplemental disclosures of cash flow information:
Cash paid for interest, net of interest rate swaps	14,474	14,623
Cash paid for taxes	2,416	1,741
Non-cash investing and financing activities:
Business combination consideration including holdbacks and earnouts	$ 7,820	$ 13,852

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	1. Basis of Presentation and 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”, “us” or “our”). 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 (the “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 and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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 2021 Annual Report on Form 10-K filed with the SEC on February 24, 2022. 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. We assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact. 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 August 9, 2022, 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 for the six months ended June 30, 2022, or more than 10% of accounts receivable as of June 30, 2022 or December 31, 2021. Derivatives Cash Flow Hedges— Interest Rate Swap Agreements In August 2019 and in connection with borrowing funds under the Company’s credit facility, the Company entered into a floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. These interest rate swaps effectively converted the entire balance of the Company's $540 million original principal 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, Derivatives and Hedging , 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 June 30, 2022, the fair value of the interest rate swaps included in assets in the Company's condensed consolidated balance sheets was $26.0 million. As of December 31, 2021, the fair value of the interest rate swaps included in liabilities in the Company's condensed consolidated balance sheets was $8.4 million. The interest rate swap has been designated as a cash flow hedge. As such, the change in the fair value of the hedging instruments is recorded in Other comprehensive income (loss) in the accompanying condensed consolidated statements of comprehensive income (loss). Amounts deferred in Other comprehensive income (loss) 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 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 - Adopted In August 2020, the Financial Standards Accounting Board (“FASB”) issued an accounting standard on the topic of debt with conversion and other options, accounting standards update (“ASU”) 2020-06. The amendment in this update simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning after December 15, 2021. The Company adopted this guidance in the first quarter of fiscal 2022 and it did not have a material impact on its results of operations, financial position and disclosures as the fair value option accounting model used by the Company is not impacted by this ASU. However, this standard may be applicable should the recently announced Securities Purchase Agreement as discussed in “ Note 12. Subsequent Events ” close during the third quarter. Recently issued accounting pronouncements - Not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying 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 evaluated the impact of this standard and determined it did not have a material impact on on our consolidated financial statements. In October 2021, the FASB issued ASU 2021-08 , Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require companies to apply the definition of a performance obligation under accounting standard codification (“ASC”) Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current GAAP, an acquirer in a business combination is generally required to recognize and measure the assets it acquires and the liabilities it assumes at fair value on the acquisition date. The new guidance will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. These amendments are effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the impact of this standard on our consolidated financial statements.

Acquisitions

Acquisitions	6 Months Ended
	Jun. 30, 2022
Business Combination and Asset Acquisition [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. 2022 Acquisitions Acquisitions completed during the six months ended June 30, 2022 include the following: • BA Insight - On February 22, 2022, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of BA Insight Inc., (“BA Insight”), a cloud-based enterprise knowledge management solution. Revenues recorded since the acquisition date through June 30, 2022 were approximately $2.8 million. Revenues recorded for BA Insight for the quarter ended June 30, 2022 were approximately $2.0 million. • Objectif Lune - On January 07, 2022, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Objectif Lune Inc., a Quebec proprietary company (“Objectif Lune”), cloud-based document workflow product. Revenues recorded since the acquisition date through June 30, 2022 were approximately $10.5 million. Revenues recorded for Objectif Lune for the quarter ended June 30, 2022 were approximately $5.6 million. 2021 Acquisition The acquisition completed during the year ended December 31, 2021 were: • Panviva - On June 24, 2021, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Panviva Pty Ltd, an Australian proprietary company (“Panviva”), a cloud-based enterprise knowledge management solution. • 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. • 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. Consideration The following table summarizes the consideration transferred for the acquisitions described above (in thousands): BA Insight Objectif Lune Panviva BlueVenn Second Street Cash $ 33,355 $ 29,750 $ 19,931 $ 53,535 $ 25,436 Holdback (1) 645 5,250 3,517 2,429 5,000 Contingent consideration (2) — — — 2,535 1,650 Working capital and other adjustments 1,587 338 379 (537) (1,365) Total consideration $ 35,587 $ 35,338 $ 23,827 $ 57,962 $ 30,721 (1) Represents the cash holdbacks subject to indemnification claims that are payable 12 months following closing for Objectif Lune, Panviva and Second Street, 15 months following closing for BA Insight and 18 months following closing for BlueVenn. (2) Represents the acquisition date fair value of anticipated earnout 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 and Second Street earn-outs were $21.7 million and $3.0 million, respectively. As of March 31, 2022, the earnout payments for BlueVenn and Second Street were finalized resulting in no payments made. 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 2022 acquisitions of BA Insight and Objectif Lune are preliminary as the Company has not finalized the overall impact of these acquisitions. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to complete the purchase accounting for BA Insight and Objectif Lune no later than the first quarter of 2023. 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, 2021 and through the six months ended June 30, 2022, as well as assets and liabilities (in thousands): Preliminary Final BA Insight Objectif Lune Panviva BlueVenn Second Street Year Acquired 2022 2022 2021 2021 2021 Cash $ 4 $ 745 $ 132 $ 1,115 $ — Accounts receivable 2,466 5,289 2,122 1,289 1,105 Other current assets 4,080 7,197 4,985 2,002 89 Operating lease right-of-use asset 110 1,905 197 1,357 489 Property and equipment 3 286 26 611 156 Customer relationships 10,500 17,717 9,757 18,888 14,600 Trade name 150 362 76 238 200 Technology 2,000 5,512 2,194 4,337 3,400 Favorable Leases — 291 — — — Goodwill 25,605 22,937 16,604 44,892 16,586 Other assets 25 744 33 24 13 Total assets acquired 44,943 62,985 36,126 74,753 36,638 Accounts payable (236) (2,001) (1,257) (2,772) (230) Accrued expense and other (4,193) (9,437) (5,053) (2,429) (378) Deferred tax liabilities — (5,726) (2,395) (3,640) (4,320) Deferred revenue (4,817) (8,578) (3,397) (6,593) (500) Operating lease liabilities (110) (1,905) (197) (1,357) (489) Total liabilities assumed (9,356) (27,647) (12,299) (16,791) (5,917) Total consideration $ 35,587 $ 35,338 $ 23,827 $ 57,962 $ 30,721 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, the 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 six months ended June 30, 2022 and the year ended December 31, 2021 (in years): Useful Life June 30, 2022 December 31, 2021 Customer relationships 7.0 7.0 Trade name 2.0 2.0 Developed technology 6.2 5.0 Favorable Leases 6.3 0 Total weighted-average useful life 6.8 6.6 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 $126.6 million for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition and the value of the acquired workforce. Goodwill that is deductible for tax purposes at the time of the acquisitions was $2.0 million. Total transaction related expenses incurred with respect to acquisition activity during the three months ended June 30, 2022 and June 30, 2021 were $0.4 million and $2.0 million, respectively, and during the six months ended June 30, 2022 and June 30, 2021 were $4.9 million and $6.1 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

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	3. Fair Value Measurements Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three–tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs, such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, which therefore requires an entity to develop its own assumptions. As of June 30, 2022 and December 31, 2021, the Company had no accrued earnout business acquisition contingent 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 adjustment 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 reported in “Due to sellers in businesses” in the Company's condensed consolidated balance sheets. As of March 31, 2022, the earnout payments for BlueVenn and Second Street were finalized resulting in no payments made. In connection with entering into, and expanding, the Company's current credit facility, as discussed further in “ Note 6. Debt—Credit Facility ”, 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 original principal 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 June 30, 2022 the fair value of the interest rate swap is included in the “Interest rate swap assets” section compared to December 31, 2021 in which the fair value of the interest rate swaps included in the liabilities section 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 June 30, 2022 (unaudited) Level 1 Level 2 Level 3 Total Assets: Interest rate swap assets $ — $ 25,959 $ — $ 25,959 Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Interest rate swap liabilities $ — $ 8,409 $ — $ 8,409 Debt

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	4. Goodwill and Other Intangible Assets Changes in the Company’s goodwill balance for the six months ended June 30, 2022 are summarized in the table below: ($ in thousands) Goodwill Balance at December 31, 2021 $ 457,472 Acquired in business combinations 48,768 Adjustment related to prior year business combinations 1,466 Adjustment related to finalization of current year business combinations (226) Foreign currency translation adjustment and other (14,999) Balance at June 30, 2022 $ 492,481 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 June 30, 2022: Customer relationships 1-10 $ 372,591 $ 142,416 $ 230,175 Trade name 1.5-10 9,857 6,175 3,682 Developed technology 4-9 93,064 50,184 42,880 Non-compete agreements 3 1,148 1,148 — Favorable Leases 6.3 287 23 264 Total intangible assets $ 476,947 $ 199,946 $ 277,001 Estimated Useful Gross Accumulated Net Carrying December 31, 2021: Customer relationships 1-10 $ 358,943 $ 126,329 $ 232,614 Trade name 1.5-10 9,714 5,752 3,962 Developed technology 4-9 88,548 45,204 43,344 Non-compete agreements 3 1,148 1,148 — Total intangible assets $ 458,353 $ 178,433 $ 279,920 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 and six months ended June 30, 2022 or the year ended December 31, 2021. Total amortization expense was $13.5 million and $12.7 million during the three months ended June 30, 2022 and June 30, 2021, respectively, and $27.4 million and $24.7 million during the six months ended June 30, 2022 and June 30, 2021, respectively. As of June 30, 2022, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2022 $ 25,803 2023 50,546 2024 48,060 2025 44,823 2026 41,871 2027 and thereafter 65,898 Total $ 277,001

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	5. Income Taxes The Company’s income tax benefit for the three months ended June 30, 2022, six months ended June 30, 2022 and 2021 and provision for the three months ended June 30, 2021 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 from income taxes of $0.5 million and $0.6 million for the three and six months ended June 30, 2022 is primarily related to 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 and the impact, recorded as discrete for the three months ended March 31, 2022, of the deferred tax provision attributable to the tax gain associated with the transfer of goodwill between foreign and domestic jurisdictions. The tax provision for incomes taxes of $1.5 million and benefit from income taxes of $2.9 million for the three and six months ended June 30, 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, 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 Company has historically incurred operating losses in the United States and, given its cumulative losses and limited history of profits, has recorded a valuation allowance against its United States net deferred tax assets, exclusive of tax deductible goodwill, at June 30, 2022 and June 30, 2021, 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, 2018 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2017, other than where cross-border transactions extend the statute of limitations. The Company is not currently under audit for federal, state or any foreign jurisdictions. U.S. operating losses generated in years prior to 2018 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized.

Debt

Debt	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Debt	6. Debt Long-term debt consisted of the following at June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 Senior secured loans (includes unamortized discount of $8,425 and $9,520 based on an imputed interest rate of 5.8% and 5.8%, at June 30, 2022 and December 31, 2021, respectively) $ 516,725 $ 518,330 Less current maturities (3,167) (3,167) Total long-term debt $ 513,558 $ 515,163 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 June 30, 2022. 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 June 30, 2022, the fair value of the interest rate swap was a $26.0 million asset as a result of an increase in short term interest rates since entering into the swap agreements. The increase in the fair value of the interest rate swap asset during the three months ended June 30, 2022 is the result of an increase in short term interest rates during the respective periods. In the next twelve months, the Company estimates that $6.4 million will be reclassified from Accumulated other comprehensive income (loss) to Interest expense, net on our condensed consolidated statement of operations. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Unrealized Gain (loss) recognized in Other comprehensive income on derivative financial instruments $ 8,156 $ (3,172) $ 34,369 $ 12,279 Loss on interest rate swap (included in Interest expense on our consolidated statement of operations) $ (1,159) $ (2,058) $ (3,131) $ (4,068) 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 June 30, 2022, 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 June 30, 2022 the Company was in compliance with all covenants under the Credit Facility. Cash interest costs averaged 5.4% and 5.4% for the six months ended June 30, 2022 and 2021, respectively. In addition, as of June 30, 2022 and December 31, 2021 the Company had $8.4 million and $9.5 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	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Net Loss Per Share	7. Net Loss Per Share The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net Loss $ (16,393) $ (19,042) $ (39,224) $ (39,726) Denominator: Weighted–average common shares outstanding, basic and diluted 31,380,505 30,097,749 31,272,489 30,034,252 Net loss per common share, basic and diluted $ (0.52) $ (0.63) $ (1.25) $ (1.32) Due to the net losses for the three and six months ended June 30, 2022 and June 30, 2021, respectively, basic and diluted loss per share were the same. The following table sets forth the anti–dilutive common share equivalents as of June 30, 2022 and June 30, 2021: June 30, 2022 2021 Stock options 190,894 251,360 Restricted stock awards (1) — 1,000 Restricted stock units 1,892,460 2,061,436 Performance restricted stock units 93,750 61,437 Total anti–dilutive common share equivalents 2,177,104 2,375,233

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
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. 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 effect on the Company's condensed consolidated balances sheets or condensed consolidated statement of operations. In addition, when we acquire companies, we require that the sellers provide industry standard indemnification for breaches of representations and warranties contained in the acquisition agreement and we will withhold payment of a portion of the purchase price for a period of time in order to satisfy any claims that we may make for indemnification. In certain transactions, we agree with the sellers to purchase a representation and warranty insurance policy that will pay such claims for indemnification. From time to time we may have one or more claims for indemnification pending. Similarly, we may have one or more ongoing negotiations related to the amount of an earnout. Gain contingencies related to indemnification claims are not recognized in our condensed consolidated financial statements until realized.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2022
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 are excluded from net 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 income (loss), net of income taxes, (“AOCI”) in the stockholders’ equity section of our condensed consolidated balance sheets at the dates indicated (in thousands): June 30, 2022 December 31, 2021 Foreign currency translation adjustment $ (24,060) $ (5,657) Unrealized translation gain on intercompany loans with foreign subsidiaries (4,243) 2,552 Unrealized gain (loss) on interest rate swaps 25,959 (8,409) Total accumulated other comprehensive loss $ (2,344) $ (11,514) The unrealized translation gains (losses) on intercompany loans with foreign subsidiaries as of June 30, 2022 is net of income tax expense of $0.4 million. The tax benefit related to unrealized translation gains (losses) on intercompany loans for the three and six months ended June 30, 2022 was $1.0 million and $1.5 million, respectively. The tax expense related to unrealized translation gains on intercompany loans for the three and six months ended June 30, 2021 was $0.1 million and $0.3 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 (“USD”) using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into USD 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 income (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 included in our condensed consolidated statements of income were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 575 $ 563 $ 977 $ 1,005 Research and development 658 942 1,406 1,656 Sales and marketing 1,498 1,619 2,972 2,756 General and administrative (1) 12,146 10,426 21,141 25,957 Total $ 14,877 $ 13,550 $ 26,496 $ 31,374 (1) Includes accelerated stock-based compensation expense of $4.4 million for the three months ended June 30, 2022 and $4.4 million and $6.3 million for the six months ended June 30, 2022 and June 30, 2021, respectively, in accordance with ASC 718, Compensation—Stock Compensation. 2014 Equity Incentive Plan Beginning in 2019, the Company began granting restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”) under its 2014 Equity Incentive Plan (the “2014 EIP”), in lieu of restricted stock awards, primarily for stock plan administrative purposes. Performance-Based Restricted Stock Units (“PRSU”) In 2022 and 2021, fifty percent of the awards granted to our Chief Executive Officer were PRSUs. The 2022 and 2021 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 (“TSR”) at the end of the eighteen month performance periods. At the end of the performance period, the 2021 PRSU resulted in no units granted. The following table summarizes PRSU and RSU activity during the six months ended June 30, 2022 : Number of Units Weighted-Average Grant Date Fair Value Unvested restricted units outstanding as of December 31, 2021 1,443,284 $ 45.77 Granted 1,366,275 22.90 Vested (563,899) 41.40 Forfeited (1) (259,450) 46.29 Unvested restricted units outstanding as of June 30, 2022 1,986,210 $ 31.21 (1) Includes forfeited awards related to the 2021 PRSUs. At June 30, 2022, or the end of the performance period for the 2021 PRSUs, none of the awards vested. The PRSU and RSU activity table above includes PRSU units granted that are based on a 100% target payout. Compensation expense is recognized over the required service period of the grant. The fair value of the RSUs is determined based on the grant date fair value of the award. The fair value of the PRSUs is determined using the Monte Carlo simulation model and is not subject to fluctuation due to achievement of the underlying market-based target. Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the six months ended June 30, 2022 and year ended December 31, 2021 are as follows: June 30, 2022 December 31, 2021 Expected volatility 49.5% 53.6% Risk-free interest rate 0.7% 0.1% Remaining performance period (in years) 1.46 1.35 Dividend yield — — Stock Option Activity Stock option activity during the six months ended June 30, 2022 was as follows: Number of Weighted– Outstanding at December 31, 2021 227,605 $ 9.15 Options exercised (36,711) 4.96 Outstanding at June 30, 2022 190,894 $ 9.96

Revenue Recognition

Revenue Recognition	6 Months Ended
	Jun. 30, 2022
Revenue from Contract with Customer [Abstract]
Revenue Recognition	10. Revenue Recognition Revenue Recognition Policy Revenue is 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. Revenue is 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 Revenue 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 revenue or subscription and support revenue, 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 Revenue 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. Revenue from professional services are recognized over time as such services are performed. Revenue for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenue 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 revenue from vendor reseller agreements on a gross basis, meaning the amounts billed to customers are recorded as revenue, and expenses incurred are recorded as cost of revenue. 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 revenue. Revenue 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 revenue. 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 revenue upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenue 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 revenue primarily consists 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 revenue as revenue 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 June 30, 2022 and December 31, 2021, unbilled receivables were $5.2 million and $4.8 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 average 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 six months ended June 30, 2022. The following table presents the activity impacting deferred commissions for the six months ended June 30, 2022 : ($ in thousands) Deferred Commissions Balance at December 31, 2021 $ 24,632 Capitalized deferred commissions 7,051 Amortization of deferred commissions (5,816) Balance at June 30, 2022 $ 25,867 Commissions capitalized in excess of amortization of deferred commissions for the three and six months ended June 30, 2022 were $0.3 million and $1.2 million, respectively. Deferred Revenue Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met. Deferred revenue is mainly unearned revenue related to subscription services and support services. During the six months ended June 30, 2022, we recognized $71.5 million and $2.3 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period. In addition, during the six months ended June 30, 2022 we recognized $6.6 million in revenue that was included in the acquired deferred revenue balance of our 2022 acquisitions as disclosed in “ Note 2. Acquisitions .” Remaining Performance Obligations As of June 30, 2022, approximately $298.6 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 70% 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 United States, United Kingdom and Canada. Information about these operations is presented below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenues: Subscription and support: United States $ 52,996 $ 50,862 $ 104,340 $ 103,817 United Kingdom 10,120 12,658 21,709 22,052 Canada 5,427 3,624 8,895 6,962 Other International 6,474 5,261 13,700 10,227 Total subscription and support revenue 75,017 72,405 148,644 143,058 Perpetual license: United States 734 338 1,471 591 United Kingdom 162 — 291 11 Canada 101 10 177 52 Other International 861 67 1,697 113 Total perpetual license revenue 1,858 415 3,636 767 Professional services: United States 1,752 2,150 3,447 4,194 United Kingdom 670 802 1,459 1,466 Canada 255 104 459 192 Other International 675 388 1,298 556 Total professional service revenue 3,352 3,444 6,663 6,408 Total revenue $ 80,227 $ 76,264 $ 158,943 $ 150,233

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	11. Related Party Transactions The Company does not have any material related party transactions to report for the three and six months ended June 30, 2022.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	12. Subsequent Events Securities Purchase Agreement On July 14, 2022, Upland entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Ulysses Aggregator, LP (the “Purchaser”), an affiliate of HGGC, LLC, to issue and sell at closing 115,000 shares of a new designated Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), at a price of $1,000 per share (the “Initial Liquidation Preference”) for an aggregate purchase price of $115.0 million (the “Investment”). The holders of Series A Preferred Stock will be entitled to dividends (i) at the rate of 4.5% per annum until but excluding the seven year anniversary of the closing, and (ii) at the rate of 7% per annum on and after the seven year anniversary of the closing, and are also entitled to fully participate in any dividends or other distributions declared or paid on our common stock on an as-converted basis. Dividends will be payable quarterly in arrears, and may be paid, at our option, in cash or by paying dividends in kind . Our ability to pay cash dividends is subject to the restrictions under the Credit Facility.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
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”, “us” or “our”). 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 (the “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 and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 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 2021 Annual Report on Form 10-K filed with the SEC on February 24, 2022.
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. We assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact. 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 August 9, 2022, 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 Cash Flow Hedges— Interest Rate Swap Agreements In August 2019 and in connection with borrowing funds under the Company’s credit facility, the Company entered into a floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. These interest rate swaps effectively converted the entire balance of the Company's $540 million original principal 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, Derivatives and Hedging , 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 June 30, 2022, the fair value of the interest rate swaps included in assets in the Company's condensed consolidated balance sheets was $26.0 million. As of December 31, 2021, the fair value of the interest rate swaps included in liabilities in the Company's condensed consolidated balance sheets was $8.4 million. The interest rate swap has been designated as a cash flow hedge. As such, the change in the fair value of the hedging instruments is recorded in Other comprehensive income (loss) in the accompanying condensed consolidated statements of comprehensive income (loss). Amounts deferred in Other comprehensive income (loss) 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 - Adopted In August 2020, the Financial Standards Accounting Board (“FASB”) issued an accounting standard on the topic of debt with conversion and other options, accounting standards update (“ASU”) 2020-06. The amendment in this update simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments and convertible preferred stock. This update also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions and requires the application of the if-converted method for calculating diluted earnings per share. The update also requires entities to provide expanded disclosures about the terms and features of convertible instruments, how the instruments have been reported in the entity’s financial statements, and information about events, conditions, and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments. The guidance is effective for interim and annual periods beginning after December 15, 2021. The Company adopted this guidance in the first quarter of fiscal 2022 and it did not have a material impact on its results of operations, financial position and disclosures as the fair value option accounting model used by the Company is not impacted by this ASU. However, this standard may be applicable should the recently announced Securities Purchase Agreement as discussed in “ Note 12. Subsequent Events ” close during the third quarter. Recently issued accounting pronouncements - Not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying 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 evaluated the impact of this standard and determined it did not have a material impact on on our consolidated financial statements. In October 2021, the FASB issued ASU 2021-08 , Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require companies to apply the definition of a performance obligation under accounting standard codification (“ASC”) Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current GAAP, an acquirer in a business combination is generally required to recognize and measure the assets it acquires and the liabilities it assumes at fair value on the acquisition date. The new guidance will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. These amendments are effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the impact of this standard on our consolidated financial statements.
Revenue Recognition Policy	Revenue Recognition Policy Revenue is 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. Revenue is 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 Revenue 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 revenue or subscription and support revenue, 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 Revenue 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. Revenue from professional services are recognized over time as such services are performed. Revenue for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenue 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 revenue from vendor reseller agreements on a gross basis, meaning the amounts billed to customers are recorded as revenue, and expenses incurred are recorded as cost of revenue. 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 revenue. Revenue 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 revenue. 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 revenue upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenue 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 revenue primarily consists 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 revenue as revenue 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)	6 Months Ended
	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of Consideration Paid for Acquisitions	The following table summarizes the consideration transferred for the acquisitions described above (in thousands): BA Insight Objectif Lune Panviva BlueVenn Second Street Cash $ 33,355 $ 29,750 $ 19,931 $ 53,535 $ 25,436 Holdback (1) 645 5,250 3,517 2,429 5,000 Contingent consideration (2) — — — 2,535 1,650 Working capital and other adjustments 1,587 338 379 (537) (1,365) Total consideration $ 35,587 $ 35,338 $ 23,827 $ 57,962 $ 30,721 (1) Represents the cash holdbacks subject to indemnification claims that are payable 12 months following closing for Objectif Lune, Panviva and Second Street, 15 months following closing for BA Insight and 18 months following closing for BlueVenn.
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, 2021 and through the six months ended June 30, 2022, as well as assets and liabilities (in thousands): Preliminary Final BA Insight Objectif Lune Panviva BlueVenn Second Street Year Acquired 2022 2022 2021 2021 2021 Cash $ 4 $ 745 $ 132 $ 1,115 $ — Accounts receivable 2,466 5,289 2,122 1,289 1,105 Other current assets 4,080 7,197 4,985 2,002 89 Operating lease right-of-use asset 110 1,905 197 1,357 489 Property and equipment 3 286 26 611 156 Customer relationships 10,500 17,717 9,757 18,888 14,600 Trade name 150 362 76 238 200 Technology 2,000 5,512 2,194 4,337 3,400 Favorable Leases — 291 — — — Goodwill 25,605 22,937 16,604 44,892 16,586 Other assets 25 744 33 24 13 Total assets acquired 44,943 62,985 36,126 74,753 36,638 Accounts payable (236) (2,001) (1,257) (2,772) (230) Accrued expense and other (4,193) (9,437) (5,053) (2,429) (378) Deferred tax liabilities — (5,726) (2,395) (3,640) (4,320) Deferred revenue (4,817) (8,578) (3,397) (6,593) (500) Operating lease liabilities (110) (1,905) (197) (1,357) (489) Total liabilities assumed (9,356) (27,647) (12,299) (16,791) (5,917) Total consideration $ 35,587 $ 35,338 $ 23,827 $ 57,962 $ 30,721
Schedule of Weighted-Average Amortization Period	The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the six months ended June 30, 2022 and the year ended December 31, 2021 (in years): Useful Life June 30, 2022 December 31, 2021 Customer relationships 7.0 7.0 Trade name 2.0 2.0 Developed technology 6.2 5.0 Favorable Leases 6.3 0 Total weighted-average useful life 6.8 6.6

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of Liabilities Measured at Fair Value on a Recurring Basis	Liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at June 30, 2022 (unaudited) Level 1 Level 2 Level 3 Total Assets: Interest rate swap assets $ — $ 25,959 $ — $ 25,959 Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Interest rate swap liabilities $ — $ 8,409 $ — $ 8,409

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in the Company’s goodwill balance for the six months ended June 30, 2022 are summarized in the table below: ($ in thousands) Goodwill Balance at December 31, 2021 $ 457,472 Acquired in business combinations 48,768 Adjustment related to prior year business combinations 1,466 Adjustment related to finalization of current year business combinations (226) Foreign currency translation adjustment and other (14,999) Balance at June 30, 2022 $ 492,481
Schedule of Intangible Assets, Net	The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying June 30, 2022: Customer relationships 1-10 $ 372,591 $ 142,416 $ 230,175 Trade name 1.5-10 9,857 6,175 3,682 Developed technology 4-9 93,064 50,184 42,880 Non-compete agreements 3 1,148 1,148 — Favorable Leases 6.3 287 23 264 Total intangible assets $ 476,947 $ 199,946 $ 277,001 Estimated Useful Gross Accumulated Net Carrying December 31, 2021: Customer relationships 1-10 $ 358,943 $ 126,329 $ 232,614 Trade name 1.5-10 9,714 5,752 3,962 Developed technology 4-9 88,548 45,204 43,344 Non-compete agreements 3 1,148 1,148 — Total intangible assets $ 458,353 $ 178,433 $ 279,920
Schedule of Estimated Annual Amortization Expense	As of June 30, 2022, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2022 $ 25,803 2023 50,546 2024 48,060 2025 44,823 2026 41,871 2027 and thereafter 65,898 Total $ 277,001

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following at June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 Senior secured loans (includes unamortized discount of $8,425 and $9,520 based on an imputed interest rate of 5.8% and 5.8%, at June 30, 2022 and December 31, 2021, respectively) $ 516,725 $ 518,330 Less current maturities (3,167) (3,167) Total long-term debt $ 513,558 $ 515,163
Schedule of Debt, Interest Rate Swap	Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Unrealized Gain (loss) recognized in Other comprehensive income on derivative financial instruments $ 8,156 $ (3,172) $ 34,369 $ 12,279 Loss on interest rate swap (included in Interest expense on our consolidated statement of operations) $ (1,159) $ (2,058) $ (3,131) $ (4,068)

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Schedule of Computation of Loss Per Share	The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net Loss $ (16,393) $ (19,042) $ (39,224) $ (39,726) Denominator: Weighted–average common shares outstanding, basic and diluted 31,380,505 30,097,749 31,272,489 30,034,252 Net loss per common share, basic and diluted $ (0.52) $ (0.63) $ (1.25) $ (1.32)
Schedule of Anti–dilutive Common Share Equivalents	The following table sets forth the anti–dilutive common share equivalents as of June 30, 2022 and June 30, 2021: June 30, 2022 2021 Stock options 190,894 251,360 Restricted stock awards (1) — 1,000 Restricted stock units 1,892,460 2,061,436 Performance restricted stock units 93,750 61,437 Total anti–dilutive common share equivalents 2,177,104 2,375,233

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Schedule of Accumulated Other Comprehensive Income (Loss)	The following table shows the components of accumulated other comprehensive income (loss), net of income taxes, (“AOCI”) in the stockholders’ equity section of our condensed consolidated balance sheets at the dates indicated (in thousands): June 30, 2022 December 31, 2021 Foreign currency translation adjustment $ (24,060) $ (5,657) Unrealized translation gain on intercompany loans with foreign subsidiaries (4,243) 2,552 Unrealized gain (loss) on interest rate swaps 25,959 (8,409) Total accumulated other comprehensive loss $ (2,344) $ (11,514)
Schedule of Allocated Share-Based Compensation Expense	The Company recognizes stock-based compensation expense from all awards in the following expense categories included in our condensed consolidated statements of income were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 575 $ 563 $ 977 $ 1,005 Research and development 658 942 1,406 1,656 Sales and marketing 1,498 1,619 2,972 2,756 General and administrative (1) 12,146 10,426 21,141 25,957 Total $ 14,877 $ 13,550 $ 26,496 $ 31,374 (1) Includes accelerated stock-based compensation expense of $4.4 million for the three months ended June 30, 2022 and $4.4 million and $6.3 million for the six months ended June 30, 2022 and June 30, 2021, respectively, in accordance with ASC 718, Compensation—Stock Compensation.
Schedule of PRSU Activity	The following table summarizes PRSU and RSU activity during the six months ended June 30, 2022 : Number of Units Weighted-Average Grant Date Fair Value Unvested restricted units outstanding as of December 31, 2021 1,443,284 $ 45.77 Granted 1,366,275 22.90 Vested (563,899) 41.40 Forfeited (1) (259,450) 46.29 Unvested restricted units outstanding as of June 30, 2022 1,986,210 $ 31.21 (1) Includes forfeited awards related to the 2021 PRSUs. At June 30, 2022, or the end of the performance period for the 2021 PRSUs, none of the awards vested.
Schedule of RSU activity	The following table summarizes PRSU and RSU activity during the six months ended June 30, 2022 : Number of Units Weighted-Average Grant Date Fair Value Unvested restricted units outstanding as of December 31, 2021 1,443,284 $ 45.77 Granted 1,366,275 22.90 Vested (563,899) 41.40 Forfeited (1) (259,450) 46.29 Unvested restricted units outstanding as of June 30, 2022 1,986,210 $ 31.21 (1) Includes forfeited awards related to the 2021 PRSUs. At June 30, 2022, or the end of the performance period for the 2021 PRSUs, none of the awards vested.
Schedule of Valuation Assumptions	Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the six months ended June 30, 2022 and year ended December 31, 2021 are as follows: June 30, 2022 December 31, 2021 Expected volatility 49.5% 53.6% Risk-free interest rate 0.7% 0.1% Remaining performance period (in years) 1.46 1.35 Dividend yield — —
Schedule of Stock Option Activity	Stock option activity during the six months ended June 30, 2022 was as follows: Number of Weighted– Outstanding at December 31, 2021 227,605 $ 9.15 Options exercised (36,711) 4.96 Outstanding at June 30, 2022 190,894 $ 9.96

Revenue Recognition (Tables)

Revenue Recognition (Tables)	6 Months Ended
	Jun. 30, 2022
Revenue from Contract with Customer [Abstract]
Schedule of Deferred Commissions	The following table presents the activity impacting deferred commissions for the six months ended June 30, 2022 : ($ in thousands) Deferred Commissions Balance at December 31, 2021 $ 24,632 Capitalized deferred commissions 7,051 Amortization of deferred commissions (5,816) Balance at June 30, 2022 $ 25,867
Schedule of Disaggregation of Revenue	The Company has operations primarily in the United States, United Kingdom and Canada. Information about these operations is presented below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenues: Subscription and support: United States $ 52,996 $ 50,862 $ 104,340 $ 103,817 United Kingdom 10,120 12,658 21,709 22,052 Canada 5,427 3,624 8,895 6,962 Other International 6,474 5,261 13,700 10,227 Total subscription and support revenue 75,017 72,405 148,644 143,058 Perpetual license: United States 734 338 1,471 591 United Kingdom 162 — 291 11 Canada 101 10 177 52 Other International 861 67 1,697 113 Total perpetual license revenue 1,858 415 3,636 767 Professional services: United States 1,752 2,150 3,447 4,194 United Kingdom 670 802 1,459 1,466 Canada 255 104 459 192 Other International 675 388 1,298 556 Total professional service revenue 3,352 3,444 6,663 6,408 Total revenue $ 80,227 $ 76,264 $ 158,943 $ 150,233

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)		1 Months Ended	6 Months Ended
	Aug. 06, 2019	Aug. 31, 2019	Jun. 30, 2022	Dec. 31, 2021	Nov. 26, 2019
Interest rate swap
Offsetting Assets [Line Items]
Derivative asset, fair value, gross asset			$ 26,000,000
Derivative liability, fair value, gross liability				$ 8,400,000
Secured Debt | Credit Facility
Offsetting Assets [Line Items]
Debt instrument, face amount	$ 350,000,000	$ 540,000,000	$ 540,000,000		$ 190,000,000
Interest rate (percent)	5.40%	5.40%
Long-term debt, term	7 years	7 years	7 years

Acquisitions - Narrative (Detai

Acquisitions - Narrative (Details) - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended			18 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022
Business Acquisition [Line Items]
Goodwill acquired during period				$ 48,768,000			$ 126,600,000
Goodwill deductible for tax purposes	$ 2,000,000		$ 2,000,000	2,000,000	$ 2,000,000		$ 2,000,000
Transaction costs, excluding integration and transformation costs	400,000	$ 2,000,000		4,900,000		$ 6,100,000
Customer relationships | Series of Individually Immaterial Asset Acquisitions
Business Acquisition [Line Items]
Finite-lived intangible assets acquired	0	$ 0		$ 0		$ 0
BA Insight
Business Acquisition [Line Items]
Revenues since acquisition date	2,000,000		$ 2,800,000
Objectif Lune
Business Acquisition [Line Items]
Revenues since acquisition date	$ 5,600,000				$ 10,500,000

Acquisitions - Consideration (D

Acquisitions - Consideration (Details) - USD ($)						3 Months Ended
	Feb. 22, 2022	Jan. 07, 2022	Jun. 24, 2021	Feb. 28, 2021	Jan. 19, 2021	Mar. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Holdback							$ 12,157,000	$ 7,607,000
BA Insight
Business Acquisition [Line Items]
Cash	$ 33,355,000
Holdback	645,000
Contingent consideration	0
Working capital and other adjustments	1,587,000
Total consideration	$ 35,587,000
Cash holdback payable, payment period	15 months
Objectif Lune
Business Acquisition [Line Items]
Cash		$ 29,750,000
Holdback		5,250,000
Contingent consideration		0
Working capital and other adjustments		338,000
Total consideration		$ 35,338,000
Cash holdback payable, payment period		12 months
Panviva
Business Acquisition [Line Items]
Cash			$ 19,931,000
Holdback			3,517,000
Contingent consideration			0
Working capital and other adjustments			379,000
Total consideration			$ 23,827,000
Cash holdback payable, payment period			12 months
BlueVenn
Business Acquisition [Line Items]
Cash				$ 53,535,000
Holdback				2,429,000
Contingent consideration				2,535,000
Working capital and other adjustments				(537,000)
Total consideration				$ 57,962,000
Cash holdback payable, payment period				18 months
Future earn out payments, maximum				$ 21,700,000
Earnout payments						$ 0
Second Street
Business Acquisition [Line Items]
Cash					$ 25,436,000
Holdback					5,000,000
Contingent consideration					1,650,000
Working capital and other adjustments					(1,365,000)
Total consideration					$ 30,721,000
Cash holdback payable, payment period					12 months
Future earn out payments, maximum					$ 3,000,000
Earnout payments						$ 0

Acquisitions - Assets Acquired

Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Feb. 22, 2022	Jan. 07, 2022	Dec. 31, 2021	Jun. 24, 2021	Feb. 28, 2021	Jan. 19, 2021
Assets Acquired
Goodwill	$ 492,481			$ 457,472
BA Insight
Assets Acquired
Cash		$ 4
Accounts receivable		2,466
Other current assets		4,080
Operating lease right-of-use asset		110
Property and equipment		3
Goodwill		25,605
Other assets		25
Total assets acquired		44,943
Liabilities Assumed
Accounts payable		(236)
Accrued expense and other		(4,193)
Deferred tax liabilities		0
Deferred revenue		(4,817)
Operating lease liabilities		(110)
Total liabilities assumed		(9,356)
Total consideration		35,587
BA Insight | Customer relationships
Assets Acquired
Intangible assets		10,500
BA Insight | Trade name
Assets Acquired
Intangible assets		150
BA Insight | Technology
Assets Acquired
Intangible assets		2,000
BA Insight | Favorable Leases
Assets Acquired
Intangible assets		$ 0
Objectif Lune
Assets Acquired
Cash			$ 745
Accounts receivable			5,289
Other current assets			7,197
Operating lease right-of-use asset			1,905
Property and equipment			286
Goodwill			22,937
Other assets			744
Total assets acquired			62,985
Liabilities Assumed
Accounts payable			(2,001)
Accrued expense and other			(9,437)
Deferred tax liabilities			(5,726)
Deferred revenue			(8,578)
Operating lease liabilities			(1,905)
Total liabilities assumed			(27,647)
Total consideration			35,338
Objectif Lune | Customer relationships
Assets Acquired
Intangible assets			17,717
Objectif Lune | Trade name
Assets Acquired
Intangible assets			362
Objectif Lune | Technology
Assets Acquired
Intangible assets			5,512
Objectif Lune | Favorable Leases
Assets Acquired
Intangible assets			$ 291
Panviva
Assets Acquired
Cash					$ 132
Accounts receivable					2,122
Other current assets					4,985
Operating lease right-of-use asset					197
Property and equipment					26
Goodwill					16,604
Other assets					33
Total assets acquired					36,126
Liabilities Assumed
Accounts payable					(1,257)
Accrued expense and other					(5,053)
Deferred tax liabilities					(2,395)
Deferred revenue					(3,397)
Operating lease liabilities					(197)
Total liabilities assumed					(12,299)
Total consideration					23,827
Panviva | Customer relationships
Assets Acquired
Intangible assets					9,757
Panviva | Trade name
Assets Acquired
Intangible assets					76
Panviva | Technology
Assets Acquired
Intangible assets					2,194
Panviva | Favorable Leases
Assets Acquired
Intangible assets					$ 0
BlueVenn
Assets Acquired
Cash						$ 1,115
Accounts receivable						1,289
Other current assets						2,002
Operating lease right-of-use asset						1,357
Property and equipment						611
Goodwill						44,892
Other assets						24
Total assets acquired						74,753
Liabilities Assumed
Accounts payable						(2,772)
Accrued expense and other						(2,429)
Deferred tax liabilities						(3,640)
Deferred revenue						(6,593)
Operating lease liabilities						(1,357)
Total liabilities assumed						(16,791)
Total consideration						57,962
BlueVenn | Customer relationships
Assets Acquired
Intangible assets						18,888
BlueVenn | Trade name
Assets Acquired
Intangible assets						238
BlueVenn | Technology
Assets Acquired
Intangible assets						4,337
BlueVenn | Favorable Leases
Assets Acquired
Intangible assets						$ 0
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							16,586
Other assets							13
Total assets acquired							36,638
Liabilities Assumed
Accounts payable							(230)
Accrued expense and other							(378)
Deferred tax liabilities							(4,320)
Deferred revenue							(500)
Operating lease liabilities							(489)
Total liabilities assumed							(5,917)
Total consideration							30,721
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
Second Street | Favorable Leases
Assets Acquired
Intangible assets							$ 0

Acquisitions - Weighted Average

Acquisitions - Weighted Average Amortization Period (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	6 years 9 months 18 days	6 years 7 months 6 days
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	7 years	7 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	6 years 2 months 12 days	5 years
Favorable Leases
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	6 years 3 months 18 days	0 years

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - USD ($)		1 Months Ended	3 Months Ended	6 Months Ended
	Aug. 06, 2019	Aug. 31, 2019	Mar. 31, 2022	Jun. 30, 2022	Dec. 31, 2021	Feb. 28, 2021	Jan. 19, 2021	Nov. 26, 2019
BlueVenn
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration						$ 2,535,000
Earnout payments			$ 0
Second Street
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration							$ 1,650,000
Earnout payments			$ 0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration				$ 0	$ 0
Level 2 | Recurring Measurement Basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value				$ 525,200,000	$ 527,900,000
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		7 years
Interest rate (percent)	5.40%	5.40%
Debt instrument, face amount	$ 350,000,000	$ 540,000,000		$ 540,000,000				$ 190,000,000

Fair Value Measurements - Chang

Fair Value Measurements - Changes to Fair Value of Earnout Liabilities (Details) - Recurring Measurement Basis - Interest rate swap - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap assets	$ 25,959
Interest rate swap liabilities		$ 8,409
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap assets	0
Interest rate swap liabilities		0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap assets	25,959
Interest rate swap liabilities		8,409
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap assets	$ 0
Interest rate swap liabilities		$ 0

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	18 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Goodwill [Roll Forward]
Beginning balance	$ 457,472
Acquired in business combinations	48,768	$ 126,600
Adjustment related to prior year business combinations	1,466
Adjustment related to finalization of current year business combinations	(226)
Foreign currency translation adjustment and other	(14,999)
Ending balance	$ 492,481	$ 492,481

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 476,947	$ 458,353
Accumulated Amortization	199,946	178,433
Net Carrying Amount	277,001	279,920
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	372,591	358,943
Accumulated Amortization	142,416	126,329
Net Carrying Amount	$ 230,175	$ 232,614
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	1 year	1 year
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	10 years	10 years
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 9,857	$ 9,714
Accumulated Amortization	6,175	5,752
Net Carrying Amount	$ 3,682	$ 3,962
Trade name | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	1 year 6 months	1 year 6 months
Trade name | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	10 years	10 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 93,064	$ 88,548
Accumulated Amortization	50,184	45,204
Net Carrying Amount	$ 42,880	$ 43,344
Developed technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	4 years	4 years
Developed technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	9 years	9 years
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	3 years	3 years
Gross Carrying Amount	$ 1,148	$ 1,148
Accumulated Amortization	1,148	1,148
Net Carrying Amount	$ 0	$ 0
Favorable Leases
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	6 years 3 months 18 days
Gross Carrying Amount	$ 287
Accumulated Amortization	23
Net Carrying Amount	$ 264

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and intangible asset impairment	$ 0		$ 0		$ 0
Amortization charge of intangible assets	$ 13,500,000	$ 12,700,000	$ 27,400,000	$ 24,700,000

Goodwill and Other Intangible_6

Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remainder of 2022	$ 25,803
2023	50,546
2024	48,060
2025	44,823
2026	41,871
2027 and thereafter	65,898
Net Carrying Amount	$ 277,001	$ 279,920

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Tax Disclosure [Abstract]
Benefit from (provision for) income taxes	$ 472	$ (1,538)		$ 598	$ 2,856
Deferred tax assets recognized (reduced) by valuation allowance			$ 4,300

Debt - Summary of Long-term Deb

Debt - Summary of Long-term Debt (Details) - Senior Secured Notes - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Debt instrument, unamortized discount	$ 8,425	$ 9,520
Debt instrument, imputed interest rate (percent)	5.80%	5.80%
Long-term debt	$ 516,725	$ 518,330
Less current maturities	(3,167)	(3,167)
Total long-term debt	$ 513,558	$ 515,163

Debt - Narrative (Details)

Debt - Narrative (Details) - USD ($)		1 Months Ended	6 Months Ended
	Aug. 06, 2019	Aug. 31, 2019	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Nov. 26, 2019
Line of Credit Facility [Line Items]
Interest rate cash flow hedge to be reclassified during next twelve months			$ 6,400,000
Cash interest costs (percent)			5.40%	5.40%
Unamortized deferred financing costs			$ 8,400,000		$ 9,500,000
Interest rate swap
Line of Credit Facility [Line Items]
Derivative asset, fair value, gross asset			26,000,000
Credit Facility
Line of Credit Facility [Line Items]
Covenant compliance (percent)	35%
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 (percent)	2%
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 (percent)	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	$ 540,000,000			$ 190,000,000
Long-term debt, term	7 years	7 years	7 years
Debt instrument, repayment rate, quarterly (percent)	0.25%
Debt instrument, repayment rate, annual (percent)	1%
Interest rate (percent)	5.40%	5.40%
Credit Facility | Secured Debt | Base Rate
Line of Credit Facility [Line Items]
Basis points (percent)	2.75%
Credit Facility | Secured Debt | Eurodollar Deposits Rate
Line of Credit Facility [Line Items]
Basis points (percent)	3.75%
Credit Facility | Secured Debt | Eurodollar Deposits Rate | Minimum
Line of Credit Facility [Line Items]
Basis points (percent)	0%
Credit Facility | Secured Debt | Federal Funds Rate
Line of Credit Facility [Line Items]
Basis points (percent)	0.50%
Credit Facility | Secured Debt | Federal Funds Rate | Minimum
Line of Credit Facility [Line Items]
Basis points (percent)	0%
Credit Facility | Secured Debt | Eurodollar
Line of Credit Facility [Line Items]
Basis points (percent)	1%

Debt - Summary of Debt, Interes

Debt - Summary of Debt, Interest Rate Swap (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Debt Instrument [Line Items]
Unrealized Gain (loss) recognized in Other comprehensive income on derivative financial instruments	$ 8,156	$ (3,172)	$ 34,369	$ 12,279
Loss on interest rate swap (included in Interest expense on our consolidated statement of operations)	(7,754)	(7,942)	(15,516)	(15,729)
Interest rate swap
Debt Instrument [Line Items]
Loss on interest rate swap (included in Interest expense on our consolidated statement of operations)	$ (1,159)	$ (2,058)	$ (3,131)	$ (4,068)

Net Loss Per Share - Computatio

Net Loss Per Share - Computation of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Net loss	$ (16,393)	$ (19,042)	$ (39,224)	$ (39,726)
Denominator:
Weighted-average common shares outstanding, basic (in shares)	31,380,505	30,097,749	31,272,489	30,034,252
Weighted-average common shares outstanding, diluted (in shares)	31,380,505	30,097,749	31,272,489	30,034,252
Net loss per common share, basic (in dollars per share)	$ (0.52)	$ (0.63)	$ (1.25)	$ (1.32)
Net loss per common share, diluted (in dollars per share)	$ (0.52)	$ (0.63)	$ (1.25)	$ (1.32)

Net Loss Per Share - Anti-dilut

Net Loss Per Share - Anti-dilutive Common Share Equivalents (Details) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	2,177,104	2,375,233
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	190,894	251,360
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	0	1,000
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	1,892,460	2,061,436
Performance restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)	93,750	61,437

Stockholders' Equity - Accumula

Stockholders' Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	$ 311,930	$ 328,584	$ 316,288	$ 311,437	$ 317,660	$ 306,615
Accumulated Other Comprehensive Income (Loss)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	(2,344)	$ 12,359	(11,514)	$ (13,238)	$ (12,330)	$ (26,234)
Foreign currency translation adjustment
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	(24,060)		(5,657)
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	(4,243)		2,552
Unrealized gain (loss) on interest rate swaps
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stockholders' equity attributable to parent	$ 25,959		$ (8,409)

Stockholders' Equity - Narrativ

Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Performance restricted stock units
Class of Stock [Line Items]
Performance period			18 months
Target payout (percent)	100%		100%
Minimum | Performance restricted stock units
Class of Stock [Line Items]
Award vesting rights (percent)			0%		0%
Maximum | Performance restricted stock units
Class of Stock [Line Items]
Award vesting rights (percent)			300%		300%
Chief Executive Officer | Performance restricted stock units
Class of Stock [Line Items]
Award vesting rights (percent)			50%		50%
Intercompany loans with foreign subsidiaries, accumulated tax
Class of Stock [Line Items]
Tax expense (benefit) recognized in OCI			$ 0.4
Intercompany loans, accumulated tax
Class of Stock [Line Items]
Tax expense (benefit) recognized in OCI	$ (1)	$ 0.1	$ (1.5)	$ 0.3

Stockholders' Equity - Shared B

Stockholders' Equity - Shared Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 14,877	$ 13,550	$ 26,496	$ 31,374
Accelerated stock-based compensation expense	4,400		4,400	6,300
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	575	563	977	1,005
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	658	942	1,406	1,656
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	1,498	1,619	2,972	2,756
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 12,146	$ 10,426	$ 21,141	$ 25,957

Stockholders' Equity - PRSU and

Stockholders' Equity - PRSU and RSU activity (Details) - PRSU and RSU	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Number of Units
Unvested balances at beginning of period (in shares) | shares	1,443,284
Granted (in shares) | shares	1,366,275
Awards vested (in shares) | shares	(563,899)
Forfeited (in shares) | shares	(259,450)
Unvested balances at end of period (in shares) | shares	1,986,210
Weighted-Average Grant Date Fair Value
Unvested balances at beginning of period (in dollars per share) | $ / shares	$ 45.77
Granted (in dollars per share) | $ / shares	22.90
Vested (in dollars per share) | $ / shares	41.40
Forfeited (in dollars per share) | $ / shares	46.29
Unvested balances at end of period (in dollars per share) | $ / shares	$ 31.21

Stockholders' Equity - Assumpti

Stockholders' Equity - Assumptions Used In Monte Carlo Simulation Model For PRSUs (Details) - Performance restricted stock units	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility (percent)	49.50%	53.60%
Risk-free interest rate (percent)	0.70%	0.10%
Remaining performance period (in years)	1 year 5 months 15 days	1 year 4 months 6 days
Dividend yield (percent)	0%	0%

Stockholders' Equity - Stock Op

Stockholders' Equity - Stock Option Activity (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Number of Options Outstanding
Outstanding at beginning of period (in shares) | shares	227,605
Options exercised (in shares) | shares	(36,711)
Outstanding at end of period (in shares) | shares	190,894
Weighted– Average Exercise Price
Outstanding at beginning of period (in dollars per share) | $ / shares	$ 9.15
Options exercised (in dollars per share) | $ / shares	4.96
Outstanding at end of period (in dollars per share) | $ / shares	$ 9.96

Revenue Recognition - Narrative

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Revenue from External Customer [Line Items]
Performance obligation, description of timing	Our subscription contracts are generally 1 to 3 years in length
Unbilled receivables	$ 5,202	$ 4,801
Deferred commissions, amortization period	6 years
Deferred commissions renewal amortization period	18 months
Revenue recognized, previously in unearned revenue	$ 6,600
Subscription and support:
Revenue from External Customer [Line Items]
Revenue recognized, previously in unearned revenue	71,500
Professional services:
Revenue from External Customer [Line Items]
Revenue recognized, previously in unearned revenue	$ 2,300

Revenue Recognition - Activity

Revenue Recognition - Activity Impacting Deferred Commissions (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Capitalized Contract Cost, Net [Roll Forward]
Beginning balance		$ 24,632
Capitalized deferred commissions		7,051
Amortization of deferred commissions		(5,816)
Ending balance	$ 25,867	25,867
Commissions capitalized in excess of amortization of deferred commissions	$ 300	$ 1,200

Revenue Recognition - Remaining

Revenue Recognition - Remaining Performance Obligation (Details) $ in Millions	Jun. 30, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation (percent)	70%
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	$ 298.6

Revenue Recognition - Disaggreg

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 80,227	$ 76,264	$ 158,943	$ 150,233
Subscription and support:
Disaggregation of Revenue [Line Items]
Revenue	75,017	72,405	148,644	143,058
Subscription and support: | United States
Disaggregation of Revenue [Line Items]
Revenue	52,996	50,862	104,340	103,817
Subscription and support: | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	10,120	12,658	21,709	22,052
Subscription and support: | Canada
Disaggregation of Revenue [Line Items]
Revenue	5,427	3,624	8,895	6,962
Subscription and support: | Other International
Disaggregation of Revenue [Line Items]
Revenue	6,474	5,261	13,700	10,227
Perpetual license:
Disaggregation of Revenue [Line Items]
Revenue	1,858	415	3,636	767
Perpetual license: | United States
Disaggregation of Revenue [Line Items]
Revenue	734	338	1,471	591
Perpetual license: | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	162	0	291	11
Perpetual license: | Canada
Disaggregation of Revenue [Line Items]
Revenue	101	10	177	52
Perpetual license: | Other International
Disaggregation of Revenue [Line Items]
Revenue	861	67	1,697	113
Professional services:
Disaggregation of Revenue [Line Items]
Revenue	3,352	3,444	6,663	6,408
Professional services: | United States
Disaggregation of Revenue [Line Items]
Revenue	1,752	2,150	3,447	4,194
Professional services: | United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	670	802	1,459	1,466
Professional services: | Canada
Disaggregation of Revenue [Line Items]
Revenue	255	104	459	192
Professional services: | Other International
Disaggregation of Revenue [Line Items]
Revenue	$ 675	$ 388	$ 1,298	$ 556

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event - Preferred Stock - New Designated Series A Preferred Stock - Ulysses Aggregator, LP - HGGC, LLC $ / shares in Units, $ in Thousands	Jul. 14, 2022 USD ($) $ / shares shares
Subsequent Event [Line Items]
Number of shares issued (in shares) | shares	115,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.0001
Initial liquidation preference	$ 1
Aggregate purchase price	$ 115,000
Before Seven Year Anniversary
Subsequent Event [Line Items]
Dividend rate	4.50%
After Seven Year Anniversary
Subsequent Event [Line Items]
Dividend rate	7%