Upland Software (UPLD) 10-Q 15 Aug 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 01, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	Upland Software, Inc.
Entity Central Index Key	1,505,155
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		17,601,564

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 18,187	$ 18,473
Accounts receivable (net of allowance of $695 and $581 at June 30, 2016 and December 31, 2015, respectively)	13,646	13,972
Prepaid and other	2,621	2,603
Total current assets	34,454	35,048
Canadian tax credits receivable	1,661	2,018
Property and equipment, net	5,745	6,001
Intangible assets, net	34,407	31,526
Goodwill	67,830	47,422
Other assets	466	399
Total assets	144,563	122,414
Current liabilities:
Accounts payable	1,216	2,548
Accrued compensation	1,835	2,441
Accrued expenses and other	6,033	5,173
Deferred revenue	23,985	19,931
Due to sellers	8,449	2,409
Current maturities of notes payable (includes unamortized discount of $251 and $250 at June 30, 2016 and December 31, 2015, respectively)	1,504	1,500
Total current liabilities	43,022	34,002
Canadian tax credit liability to sellers	398	368
Notes payable, less current maturities (includes unamortized discount of $645 and $758 at June 30, 2016 and December 31, 2015, respectively)	36,355	22,366
Deferred revenue	18	8
Noncurrent deferred tax liability, net	3,050	2,818
Other long-term liabilities	2,741	2,582
Total liabilities	85,584	62,144
Stockholders’ equity:
Common stock, $0.0001 par value; 50,000,000 shares authorized: 17,268,246 and 15,746,288 shares issued and outstanding as of June 30, 2016 and December 31, 2015 respectively	2	2
Additional paid-in capital	119,825	112,447
Accumulated other comprehensive loss	(2,808)	(3,289)
Accumulated deficit	(58,040)	(48,890)
Total stockholders’ equity	58,979	60,270
Total liabilities and stockholders’ equity	$ 144,563	$ 122,414

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 695	$ 581
Unamortized discount, current	251	250
Unamortized discount, noncurrent	$ 645	$ 758
Par value (in USD per share)	$ 0.0001	$ 0.0001
Shares authorized	50,000,000	50,000,000
Shares issued	17,268,246	15,746,288
Shares outstanding	17,268,246	15,746,288

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Revenue:
Subscription and support	$ 16,220	$ 14,023	$ 31,461	$ 28,345
Perpetual license	458	846	776	1,657
Total product revenue	16,678	14,869	32,237	30,002
Professional services	1,892	2,809	3,915	5,204
Total revenue	18,570	17,678	36,152	35,206
Cost of revenue:
Subscription and support	5,634	4,841	10,860	9,573
Professional services	1,106	1,732	2,730	3,640
Total cost of revenue	6,740	6,573	13,590	13,213
Gross profit	11,830	11,105	22,562	21,993
Operating expenses:
Sales and marketing	2,953	3,446	6,022	6,978
Research and development	4,054	4,152	7,964	8,078
Refundable Canadian tax credits	(116)	(122)	(225)	(243)
General and administrative	4,547	4,714	8,670	9,833
Depreciation and amortization	1,476	1,063	2,948	2,077
Acquisition-related expenses	1,380	360	3,808	905
Total operating expenses	14,294	13,613	29,187	27,628
Loss from operations	(2,464)	(2,508)	(6,625)	(5,635)
Interest expense, net	(662)	(576)	(1,223)	(923)
Other expense, net	(293)	(12)	(1,041)	(524)
Total other expense	(955)	(588)	(2,264)	(1,447)
Loss before provision for income taxes	(3,419)	(3,096)	(8,889)	(7,082)
(Provision for) benefit from income taxes	(158)	(238)	(261)	5
Net loss	(3,577)	(3,334)	(9,150)	(7,077)
Net loss attributable to common shareholders	$ (3,577)	$ (3,334)	$ (9,150)	$ (7,077)
Net loss per common share:
Net loss per common share, basic and diluted (in USD per share)	$ (0.22)	$ (0.22)	$ (0.58)	$ (0.48)
Weighted-average common shares outstanding, basic and diluted	16,269,808	14,867,947	15,851,106	14,854,139

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Statement of Comprehensive Income [Abstract]
Net loss	$ (3,577)	$ (3,334)	$ (9,150)	$ (7,077)
Foreign currency translation adjustment	5	188	481	(488)
Comprehensive loss	$ (3,572)	$ (3,146)	$ (8,669)	$ (7,565)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Operating activities
Net loss	$ (9,150)	$ (7,077)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	5,075	4,040
Deferred income taxes	102	335
Foreign currency re-measurement (gain) loss	(261)	292
Non-cash interest and other expense	129	246
Non-cash stock compensation expense	1,564	1,335
Loss on disposal of business	731	0
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable	1,364	1,517
Prepaids and other	549	(36)
Accounts payable	(1,509)	414
Accrued expenses and other liabilities	258	(1,082)
Deferred revenue	2,095	888
Net cash provided by operating activities	947	872
Investing activities
Purchase of property and equipment	(851)	(325)
Purchase of customer relationships	(408)	(372)
Purchase business combinations, net of cash acquired	(11,844)	(2,820)
Net cash used in investing activities	(13,103)	(3,517)
Financing activities
Payments on capital leases	(908)	(481)
Proceeds from notes payable, net of issuance costs	14,987	23,824
Payments on notes payable	(1,122)	(22,833)
Issuance of common stock, net of issuance costs	113	98
Additional consideration paid to sellers of businesses	(1,484)	0
Net cash provided by financing activities	11,586	608
Effect of exchange rate fluctuations on cash	284	101
Change in cash and cash equivalents	(286)	(1,936)
Cash and cash equivalents, beginning of period	18,473	30,988
Cash and cash equivalents, end of period	18,187	29,052
Supplemental disclosures of cash flow information:
Cash paid for interest	1,093	694
Cash paid for taxes	249	322
Noncash investing and financing activities:
Equipment acquired pursuant to capital lease obligations	340	1,085
Issuance of common stock in business combination	$ 5,700	$ 0

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	1. Summary of Significant Accounting Policies Basis of Presentation These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 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 and include all adjustments necessary for a fair presentation. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 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 2015 Annual Report on Form 10-K filed with the SEC on March 30, 2016. 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 consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include allowance for doubtful accounts, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates. Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. No individual customer represented more than 10% of total revenues in the three and six months ended June 30, 2016 or 2015 or for the year ended December 31, 2015 , or more than 10% of accounts receivable as of June 30, 2016 or December 31, 2015 . Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, and accounts payable, and long–term debt. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company. Recent Accounting Pronouncements In May 2014, the FASB issued FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a five-step process to achieve that core principle. ASU 2014-09 requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In August 2015, the FASB issued FASB ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 by one year. ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, using one of two retrospective application methods. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the effect that the adoption of ASU 2014-09 and ASU 2015-14 will have on its financial statements as well as timing of adoption and method of adoption. In August 2014, the FASB issued FASB ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The adoption of this standard is not expected to have a material impact on our financial statements. The Company does not intend to adopt this standard prior to the effective date. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 eliminates the requirement for an entity to separate deferred income taxes and liabilities into current and noncurrent amounts in a classified statement of financial position. T o simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The guidance is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. As all deferred tax assets and liabilities recognized in the balance sheet as of December 31, 2015 were noncurrent, the early adoption of this guidance in the first quarter of 2016, using retrospective application, does not result in any reclassification as of December 31, 2015. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The core change with ASU 2016-02 is the requirement for th e recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect that the adoption of ASU 2016-02 will have on its financial statements. In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718). The core change with ASU 2016-09 is the simplification of several aspects of the accounting for share-based payment transactions, including the income tax consequences, classifications of awards as either equity or liabilities, and classification on the statement of cash flows . The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the effect that the adoption of ASU 2016-09 will have on its financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing. The amendments in ASU 2016-10 do not change the core principle of the guidance in Topic 606. Rather, the amendments in ASU 2016-10 clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The Company is currently evaluating the effect that the adoption of ASU 2016-10 will have on its financial statements. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow Scope Improvements and Practical Expedients. The amendments in ASU 2012-12 do not change the core principle of the guidance in Topic 606. Rather, the amendments clarify the following aspects of Topic 606: assessing the collectibility, presentation of sales taxes, noncash consideration, contract modifications at transition, completed contracts at modification, and retrospective application, while retaining the related principles for those areas. The Company is currently evaluating the effect that the adoption of ASU 2016-12 will have on its financial statements.

Acquisitions

Acquisitions	6 Months Ended
	Jun. 30, 2016
Business Combinations [Abstract]
Acquisitions	2. Acquisitions 2016 Acquisitions On January 7, 2016, Upland completed its purchase of substantially all of the assets of our California-based website analytics provider. The purchase price consideration paid was approximately $8.1 million in cash payable at closing (net of $0.3 million of cash acquired) and a $1.2 million cash holdback payable in 12 months (subject to indemnification claims). The foregoing excludes additional potential earnout payments tied to performance-based conditions. Revenues recorded since the acquisition date through June 30, 2016 were approximately $1,479,000 . In addition to the cash consideration described above, the Asset Purchase Agreement included a contingent share consideration component pursuant to which Upland issued an aggregate of $2.4 million in common stock on July 25, 2016. The Company agreed to additional consideration of up to $5 million in cash to the selling shareholders of our website analytics business based on the achievement of certain revenue targets during fiscal years 2016 and 2017. On March 14, 2016, Upland completed its purchase of substantially all of the assets of Hipcricket, Inc., a cloud-based mobile messaging software provider. The consideration paid to the seller consisted of our issuance of one million shares of our common stock and the transfer of our EPM Live product business. The value of the shares on the closing date of the transaction was approximately $5.7 million and the fair value of our EPM Live product business was approximately $5.9 million . The Company recognized a loss on the transfer in conjunction with the EPM Live net asset value of approximately $0.7 million in Other expense, net. Prior to the transaction, Hipcricket was owned by an affiliate of ESW Capital, LLC, which is a shareholder of Upland. Raymond James & Co. provided a fairness opinion to Upland in connection with the transaction. Revenues recorded since the acquisition date through June 30, 2016 were approximately $1,416,000 . On April 27, 2016, Upland acquired Advanced Processing & Imaging, Inc., a content management platform driving workflow in governments and schools. The purchase price consideration consisted of $4.0 million in cash payable at closing (net of $0.2 million of cash acquired), and a $0.8 million cash holdback payable in 12 months (subject to indemnification claims). Revenues recorded since the acquisition date through June 30, 2016 were approximately $454,000 . 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 price allocations for the 2015 acquisition of Ultriva and the 2016 acquisitions of our website analytics business, Hipcricket and API are preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to finalize its purchase price allocations in the latter half of 2016. The following condensed table presents the preliminary acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions, as well as assets and liabilities (in thousands): API HipCricket Website Analytics Business Year Acquired or Divested 2016 2016 2016 Cash $ 125 $ — $ 290 Accounts receivable 769 1,275 178 Other current assets 54 238 55 Property and equipment 68 — 5 Customer relationships 1,590 1,900 2,310 Trade name 40 70 70 Technology 780 900 1,390 Goodwill 3,363 7,747 12,524 Other assets 92 — 6 Total assets acquired 6,881 12,130 16,828 Accounts payable (11 ) (200 ) — Accrued expense and other (170 ) — (178 ) Deferred revenue (1,700 ) (330 ) (910 ) Total liabilities assumed (1,881 ) (530 ) (1,088 ) Total consideration $ 5,000 $ 11,600 $ 15,740 Tangible assets were valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships were valued using an income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. The value of the marketing-related intangibles was determined using a relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset. Developed technology was valued using a cost-to-recreate approach. Goodwill deductible for tax purposes is $4.9 million for our website analytics business acquisition and $8.2 million for HipCricket. There was no Goodwill deductible for tax purposes for our API acquisition.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2016
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, therefore, requiring an entity to develop its own assumptions. Changes to the fair value of earnout liabilities are recorded to other expense, net. Lia bilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at December 31, 2015 Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ 500 $ 500 Fair Value Measurements at June 30, 2016 (unaudited) Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ 6,151 $ 6,151 The earnout consideration liability consists of amounts associated with the acquisitions of Mobile Commons and our website analytics business acquisition. The fair value of the earnout consideration associated with the Mobile Commons acquisition was determined using the Binary Option model based on the present value of the probability-weighted earnout consideration. This $0.5 million Level 3 earnout consideration liability was removed through settlement during the six months ended June 30, 2016. The $6.2 million addition to fair value of the earnout consideration associated with our website analytics business acquisition was determined using the Monte Carlo Simulation method based on the present value of the probability-weighted earnout consideration. The Monte Carlo Simulation method includes assumptions as to probability of various outcomes and, accordingly, the actual contingent consideration incurred could vary from the current estimate. However, the total contingent consideration incurred would not exceed the maximum potential payout of $2.4 million in common stock and $5 million in cash (see Note 2 ). Debt The Company believes the carrying value of its long-term debt at June 30, 2016 approximates its fair value based on the variable interest rate feature or based upon interest rates currently available to the Company. The estimated fair value of our debt at June 30, 2016 and December 31, 2015 is $38.8 million and $24.9 million , respectively, based on valuation methodologies using interest rates currently available to the Company which are Level 2 inputs.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	6 Months Ended
	Jun. 30, 2016
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, 2016 are summarized in the table below (in thousands): Balance at December 31, 2015 $ 47,422 Acquired in business combinations 23,311 Divestiture of business (3,739 ) Adjustment due to prior year business combinations 39 Foreign currency translation adjustment 797 Balance at June 30, 2016 $ 67,830 Intangible assets, net, include the estimated acquisition-date fair values of customer relationships, marketing-related assets, and developed technology that the Company recorded as part of its business acquisitions. The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2015: Customer relationships 1-10 $ 31,848 $ 9,054 $ 22,794 Trade name 1-3 2,909 2,476 433 Developed technology 4-7 13,808 5,509 8,299 Total intangible assets $ 48,565 $ 17,039 $ 31,526 Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount June 30, 2016: Customer relationships 1-10 $ 35,461 $ 10,725 $ 24,736 Trade name 1.5-3 2,644 2,265 379 Developed technology 4-7 15,265 5,973 9,292 Total intangible assets $ 53,370 $ 18,963 $ 34,407 The following table summarizes the Company's weighted-average amortization period, in total and by major finite-lived intangible asset class (in years), as of: June 30, 2016 December 31, 2015 Customer relationships 9.4 9.3 Trade name 2.8 2.9 Developed technology 6.3 6.4 Total weighted-average amortization period 8.2 8.1 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. There have been no indicators of impairment or change in the useful life during the three and six months ended June 30, 2016 and 2015 . Total amortization expense was $3.8 million and $2.9 million during the six months ended June 30, 2016 and 2015 , respectively. Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2016 $ 3,517 2017 6,242 2018 5,895 2019 5,080 2020 and thereafter 13,673 Total $ 34,407

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2016
Income Tax Disclosure [Abstract]
Income Taxes	5. Income Taxes The Company’s income tax provision for the three and six months ended June 30, 2016 and 2015 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 reevaluated each quarter based on the estimated tax expense for the full year. The tax provision for the three and six months ended June 30, 2016 and 2015 is primarily related to foreign income taxes associated with our Canadian operations, changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill and state taxes in certain states in which the Company does not file on a consolidated basis. 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, 2016 and 2015 . The Company has reflected any uncertain tax positions within its current taxes payable, but none in deferred taxes. Federal, state, and foreign income tax returns have been filed in jurisdictions with varying statutes of limitations. Varying among the separate companies, tax years 1998 through 2015 remain subject to examination by federal and most state tax authorities due to our net operating loss carryforwards. In the foreign jurisdictions, tax years 2008 through 2015 remain subject to examination.

Net Loss Per Share

Net Loss Per Share	6 Months Ended
	Jun. 30, 2016
Earnings Per Share [Abstract]
Net Loss Per Share	6. 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, 2016 2015 2016 2015 Numerator: Net Loss $ (3,577 ) $ (3,334 ) $ (9,150 ) $ (7,077 ) Denominator: Weighted–average common shares outstanding, basic and diluted 16,269,808 14,867,947 15,851,106 14,854,139 Net loss per common share, basic and diluted $ (0.22 ) $ (0.22 ) $ (0.58 ) $ (0.48 ) Due to the net losses for the three and six months ended June 30, 2016 and 2015 , basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti–dilutive. The following table sets forth the anti–dilutive common share equivalents (which does not include 325,998 common shares issued July 25, 2016 in conjunction with the acquisition of our website analytics business, as a result of the achievement of certain revenue targets): June 30, 2016 2015 Stock options 686,667 616,705 Restricted stock 981,175 431,872 Total anti–dilutive common share equivalents 1,667,842 1,048,577

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	7. Commitments and Contingencies Purchase Commitments The Company has an outstanding purchase commitment for software development services pursuant to a technology services agreement in the amount of $2.3 million in 2016 , of which $1.1 million was incurred during the six months ended June 30, 2016 . For years after 2016 , the purchase commitment amount for software development services will be equal to the prior year purchase commitment increased (decreased) by the percentage change in total revenue for the prior year as compared to the preceding year. For example, if 2016 total revenues increase by 10% as compared to 2015 total revenues, then the 2017 purchase commitment would increase by approximately $0.2 million from the 2016 purchase commitment amount to $2.6 million . A similar 10% increase in 2017 total revenues as compared to 2016 total revenues would increase the 2018 purchase commitment amount from the theoretical 2017 purchase commitment amount of $2.6 million by approximately $0.3 million to $2.9 million . Litigation In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. While the ultimate results of these matters cannot be predicted with certainty, the Company does not expect them to have a material adverse effect on the consolidated financial position or results of operations of the Company.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2016
Equity [Abstract]
Stockholders' Equity	8. Stockholders' Equity Restricted Stock Awards Restricted share activity during the six months ended June 30, 2016 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2015 513,943 $ 8.15 Awards granted 542,317 Awards vested (39,935 ) Awards forfeited (35,150 ) Unvested balances at 6/30/2016 981,175 $ 7.61 Stock Option Activity Stock option activity during the six months ended June 30, 2016 was as follows: Number of Weighted– Outstanding at December 31, 2015 778,388 $ 5.75 Options granted 2,408 $ 5.75 Options exercised (25,456 ) $ 4.46 Options forfeited (47,426 ) $ 7.16 Options expired (21,247 ) $ 3.34 Outstanding at June 30, 2016 686,667 $ 5.77 Share-based Compensation The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Cost of subscription and support revenue $ 8 $ 16 $ 15 $ 16 Cost of professional services revenue — (11 ) 45 50 Sales and marketing 32 36 42 120 Research and development 28 109 1,462 1,149 General and administrative 802 631 1,564 1,335 Total $ 870 $ 781 $ 1,564 $ 1,335

Domestic and Foreign Operations

Domestic and Foreign Operations	6 Months Ended
	Jun. 30, 2016
Segment Reporting [Abstract]
Domestic and Foreign Operations	9. Domestic and Foreign Operations Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customer’s users are located. The ship-to country is generally the same as the billing country. The Company has operations in the U.S., Canada and Europe. Information about these operations is presented below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenues: U.S. $ 15,733 $ 14,099 $ 30,163 $ 28,259 Canada 1,011 1,127 2,013 2,223 Other International 1,826 2,452 3,976 4,724 Total Revenues $ 18,570 $ 17,678 $ 36,152 $ 35,206

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2016
Related Party Transactions [Abstract]
Related Party Transactions	10. Related Party Transactions The Company purchased software development services pursuant to a technology services agreement with a company controlled by a non-management investor in the Company during the three months ended June 30, 2016 and 2015 in the amount of $570,000 and $450,000 and during the six months ended June 30, 2016 and 2015 in the amount of $1,100,000 and $875,000 , respectively. Refer to Note 7 for a description of purchase commitments to this company. When the Company receives requested services as detailed by statements of work pursuant to the software development agreement, it determines whether such software development costs should be capitalized as either internally-used software or software to be sold or otherwise marketed. If such costs are not capitalizable, the Company expenses such costs as the services are received. If the Company anticipates that it will not utilize the full amount of the annual minimum fee, the estimated unused portion of the annual minimum fee is expensed at that time. The Company also purchased approximately $532,000 and $578,000 in services from a company controlled by a non-management investor in the Company during the three and six months ended June 30, 2016 . There are no purchase commitments with this company, and the Company continues to use their services in 2016. The Company has an arrangement with a former subsidiary to provide management, human resource/payroll and administrative services, the fees for which during 2015 totaled $360,000 and are expected to be similar in 2016, and these fees during the three and six months ended June 30, 2016 and 2015 totaled $90,000 and $180,000 , respectively, in both periods. On March 14, 2016, Upland completed its purchase of substantially all of the assets of Hipcricket, Inc., a cloud-based mobile messaging software provider, and completed the transfer of its EPM Live product business. Prior to the transaction, Hipcricket was owned by an affiliate of ESW Capital, LLC, which is a shareholder of Upland. Raymond James & Co. provided a fairness opinion to Upland in connection with the transaction. Refer to Note 3 for a description of the transaction. Relating to this transaction, the Company is providing certain transition services to and receiving certain transition services from the affiliate. The cost offsets earned by the Company for these services during the three and six months ended June 30, 2016 totaled $554,000 and $706,000 and the fees owed to the affiliate by the Company for these services during the three and six months ended June 30, 2016 totaled $114,000 and $144,000 , respectively.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 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 and include all adjustments necessary for a fair presentation. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 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 2015 Annual Report on Form 10-K filed with the SEC on March 30, 2016.
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 consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include allowance for doubtful accounts, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates.
Concentrations of Credit Risk and Significant Customers	Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. No individual customer represented more than 10% of total revenues in the three and six months ended June 30, 2016 or 2015 or for the year ended December 31, 2015 , or more than 10% of accounts receivable as of June 30, 2016 or December 31, 2015 .
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, and accounts payable, and long–term debt. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the FASB issued FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a five-step process to achieve that core principle. ASU 2014-09 requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. In August 2015, the FASB issued FASB ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 by one year. ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, using one of two retrospective application methods. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the effect that the adoption of ASU 2014-09 and ASU 2015-14 will have on its financial statements as well as timing of adoption and method of adoption. In August 2014, the FASB issued FASB ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The new standard provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The adoption of this standard is not expected to have a material impact on our financial statements. The Company does not intend to adopt this standard prior to the effective date. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 eliminates the requirement for an entity to separate deferred income taxes and liabilities into current and noncurrent amounts in a classified statement of financial position. T o simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The guidance is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption permitted. As all deferred tax assets and liabilities recognized in the balance sheet as of December 31, 2015 were noncurrent, the early adoption of this guidance in the first quarter of 2016, using retrospective application, does not result in any reclassification as of December 31, 2015. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The core change with ASU 2016-02 is the requirement for th e recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect that the adoption of ASU 2016-02 will have on its financial statements. In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718). The core change with ASU 2016-09 is the simplification of several aspects of the accounting for share-based payment transactions, including the income tax consequences, classifications of awards as either equity or liabilities, and classification on the statement of cash flows . The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the effect that the adoption of ASU 2016-09 will have on its financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing. The amendments in ASU 2016-10 do not change the core principle of the guidance in Topic 606. Rather, the amendments in ASU 2016-10 clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The Company is currently evaluating the effect that the adoption of ASU 2016-10 will have on its financial statements. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow Scope Improvements and Practical Expedients. The amendments in ASU 2012-12 do not change the core principle of the guidance in Topic 606. Rather, the amendments clarify the following aspects of Topic 606: assessing the collectibility, presentation of sales taxes, noncash consideration, contract modifications at transition, completed contracts at modification, and retrospective application, while retaining the related principles for those areas. The Company is currently evaluating the effect that the adoption of ASU 2016-12 will have on its financial statements.

Acquisitions (Tables)

Acquisitions (Tables)	6 Months Ended
	Jun. 30, 2016
Business Combinations [Abstract]
Schedule of Assets and Liabilities Acquired	The following condensed table presents the preliminary acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions, as well as assets and liabilities (in thousands): API HipCricket Website Analytics Business Year Acquired or Divested 2016 2016 2016 Cash $ 125 $ — $ 290 Accounts receivable 769 1,275 178 Other current assets 54 238 55 Property and equipment 68 — 5 Customer relationships 1,590 1,900 2,310 Trade name 40 70 70 Technology 780 900 1,390 Goodwill 3,363 7,747 12,524 Other assets 92 — 6 Total assets acquired 6,881 12,130 16,828 Accounts payable (11 ) (200 ) — Accrued expense and other (170 ) — (178 ) Deferred revenue (1,700 ) (330 ) (910 ) Total liabilities assumed (1,881 ) (530 ) (1,088 ) Total consideration $ 5,000 $ 11,600 $ 15,740

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2016
Fair Value Disclosures [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	Lia bilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at December 31, 2015 Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ 500 $ 500 Fair Value Measurements at June 30, 2016 (unaudited) Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ 6,151 $ 6,151

Goodwill and Other Intangible20

Goodwill and Other Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Changes in the Company’s goodwill balance for the six months ended June 30, 2016 are summarized in the table below (in thousands): Balance at December 31, 2015 $ 47,422 Acquired in business combinations 23,311 Divestiture of business (3,739 ) Adjustment due to prior year business combinations 39 Foreign currency translation adjustment 797 Balance at June 30, 2016 $ 67,830
Schedule of Finite-Lived Intangible Assets	The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2015: Customer relationships 1-10 $ 31,848 $ 9,054 $ 22,794 Trade name 1-3 2,909 2,476 433 Developed technology 4-7 13,808 5,509 8,299 Total intangible assets $ 48,565 $ 17,039 $ 31,526 Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount June 30, 2016: Customer relationships 1-10 $ 35,461 $ 10,725 $ 24,736 Trade name 1.5-3 2,644 2,265 379 Developed technology 4-7 15,265 5,973 9,292 Total intangible assets $ 53,370 $ 18,963 $ 34,407
Schedule of Finite-lived Intangible Assets, Weighted Average Amortization Period	The following table summarizes the Company's weighted-average amortization period, in total and by major finite-lived intangible asset class (in years), as of: June 30, 2016 December 31, 2015 Customer relationships 9.4 9.3 Trade name 2.8 2.9 Developed technology 6.3 6.4 Total weighted-average amortization period 8.2 8.1
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2016 $ 3,517 2017 6,242 2018 5,895 2019 5,080 2020 and thereafter 13,673 Total $ 34,407

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2016
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	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, 2016 2015 2016 2015 Numerator: Net Loss $ (3,577 ) $ (3,334 ) $ (9,150 ) $ (7,077 ) Denominator: Weighted–average common shares outstanding, basic and diluted 16,269,808 14,867,947 15,851,106 14,854,139 Net loss per common share, basic and diluted $ (0.22 ) $ (0.22 ) $ (0.58 ) $ (0.48 )
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following table sets forth the anti–dilutive common share equivalents (which does not include 325,998 common shares issued July 25, 2016 in conjunction with the acquisition of our website analytics business, as a result of the achievement of certain revenue targets): June 30, 2016 2015 Stock options 686,667 616,705 Restricted stock 981,175 431,872 Total anti–dilutive common share equivalents 1,667,842 1,048,577

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2016
Equity [Abstract]
Schedule of restricted stock activity	Restricted share activity during the six months ended June 30, 2016 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2015 513,943 $ 8.15 Awards granted 542,317 Awards vested (39,935 ) Awards forfeited (35,150 ) Unvested balances at 6/30/2016 981,175 $ 7.61
Schedule of Stock Option Activity	Stock option activity during the six months ended June 30, 2016 was as follows: Number of Weighted– Outstanding at December 31, 2015 778,388 $ 5.75 Options granted 2,408 $ 5.75 Options exercised (25,456 ) $ 4.46 Options forfeited (47,426 ) $ 7.16 Options expired (21,247 ) $ 3.34 Outstanding at June 30, 2016 686,667 $ 5.77
Schedule of allocated share-based compensation expense	The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Cost of subscription and support revenue $ 8 $ 16 $ 15 $ 16 Cost of professional services revenue — (11 ) 45 50 Sales and marketing 32 36 42 120 Research and development 28 109 1,462 1,149 General and administrative 802 631 1,564 1,335 Total $ 870 $ 781 $ 1,564 $ 1,335

Domestic and Foreign Operatio23

Domestic and Foreign Operations (Tables)	6 Months Ended
	Jun. 30, 2016
Segment Reporting [Abstract]
Schedule of revenues and long lived assets by geographical area	The Company has operations in the U.S., Canada and Europe. Information about these operations is presented below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenues: U.S. $ 15,733 $ 14,099 $ 30,163 $ 28,259 Canada 1,011 1,127 2,013 2,223 Other International 1,826 2,452 3,976 4,724 Total Revenues $ 18,570 $ 17,678 $ 36,152 $ 35,206

Acquisitions (Details)

Acquisitions (Details) - USD ($) shares in Millions	Apr. 27, 2016	Mar. 14, 2016	Jan. 07, 2016	Jun. 30, 2016	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2016	Jun. 30, 2016	Jun. 30, 2015
Business Acquisition [Line Items]
Cash consideration, net of cash acquired								$ 11,844,000		$ 2,820,000
Revenues					$ 18,570,000	$ 17,678,000		36,152,000		35,206,000
Loss on disposal of business								731,000		$ 0
Website Analytic Business [Member]
Business Acquisition [Line Items]
Cash consideration, net of cash acquired			$ 8,100,000
Cash acquired			300,000
Cash holdback			1,200,000
Revenues									$ 1,479,000
Value of shares issued in acquisition			2,400,000	$ 2,400,000	2,400,000		$ 2,400,000	2,400,000	2,400,000
Contingent consideration			$ 5,000,000	5,000,000	5,000,000		5,000,000	5,000,000	5,000,000
Goodwill expected to be tax deductible				4,900,000	4,900,000		4,900,000	4,900,000	4,900,000
Hipcricket [Member]
Business Acquisition [Line Items]
Revenues							1,416,000
Numbers of share issued in acquisition		1
Value of equity shares issued		$ 5,700,000
Goodwill expected to be tax deductible				8,200,000	8,200,000		8,200,000	8,200,000	8,200,000
Hipcricket [Member] | EPM Live Product Business [Member] | Disposed of by Exchange [Member]
Business Acquisition [Line Items]
Fair value of business transferred		5,900,000
Loss on disposal of business		$ 700,000
Advanced Processing & Imaging, Inc. [Member]
Business Acquisition [Line Items]
Cash consideration, net of cash acquired	$ 4,000,000
Cash acquired	200,000
Cash holdback	$ 800,000
Revenues				454,000
Goodwill expected to be tax deductible				$ 0	$ 0		$ 0	$ 0	$ 0

Acquisitions (Assets Acquired a

Acquisitions (Assets Acquired and Liabilities Assumed and Divested) (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Apr. 27, 2016	Mar. 14, 2016	Jan. 07, 2016	Dec. 31, 2015
Assets Acquired
Goodwill	$ 67,830				$ 47,422
API [Member]
Assets Acquired
Cash		$ 125
Accounts receivable		769
Other current assets		54
Property and equipment		68
Goodwill		3,363
Other assets		92
Total assets acquired		6,881
Liabilities Assumed
Accounts payable		(11)
Accrued expense and other		(170)
Deferred revenue		(1,700)
Total liabilities assumed		(1,881)
Total consideration		5,000
API [Member] | Customer Relationships [Member]
Assets Acquired
Intangible assets		1,590
API [Member] | Trade Name [Member]
Assets Acquired
Intangible assets		40
API [Member] | Technology [Member]
Assets Acquired
Intangible assets		$ 780
Hipcricket [Member]
Assets Acquired
Cash			$ 0
Accounts receivable			1,275
Other current assets			238
Property and equipment			0
Goodwill			7,747
Other assets			0
Total assets acquired			12,130
Liabilities Assumed
Accounts payable			(200)
Accrued expense and other			0
Deferred revenue			(330)
Total liabilities assumed			(530)
Total consideration			11,600
Hipcricket [Member] | Customer Relationships [Member]
Assets Acquired
Intangible assets			1,900
Hipcricket [Member] | Trade Name [Member]
Assets Acquired
Intangible assets			70
Hipcricket [Member] | Technology [Member]
Assets Acquired
Intangible assets			$ 900
Website Analytic Business [Member]
Assets Acquired
Cash				$ 290
Accounts receivable				178
Other current assets				55
Property and equipment				5
Goodwill				12,524
Other assets				6
Total assets acquired				16,828
Liabilities Assumed
Accounts payable				0
Accrued expense and other				(178)
Deferred revenue				(910)
Total liabilities assumed				(1,088)
Total consideration				15,740
Website Analytic Business [Member] | Customer Relationships [Member]
Assets Acquired
Intangible assets				2,310
Website Analytic Business [Member] | Trade Name [Member]
Assets Acquired
Intangible assets				70
Website Analytic Business [Member] | Technology [Member]
Assets Acquired
Intangible assets				$ 1,390

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Jan. 07, 2016	Dec. 31, 2015
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 38,800		$ 24,900
Recurring Measurement Basis [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	6,151		500
Recurring Measurement Basis [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	0		0
Recurring Measurement Basis [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	0		0
Recurring Measurement Basis [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	6,151		$ 500
Website Analytic Business [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Value of shares issued in acquisition	2,400	$ 2,400
Contingent consideration	$ 5,000	$ 5,000

Goodwill and Other Intangible27

Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2016USD ($)
Goodwill [Roll Forward]
Beginning Balance, Goodwill	$ 47,422
Acquired in business combinations	23,311
Divestiture of business	(3,739)
Adjustment due to prior year business combinations	39
Foreign currency translation adjustment	797
Ending Balance, Goodwill	$ 67,830

Goodwill and Other Intangible28

Goodwill and Other Intangible Assets (Intangible Assets, Net) (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 53,370	$ 48,565
Accumulated Amortization	18,963	17,039
Net Carrying Amount	34,407	31,526
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	35,461	31,848
Accumulated Amortization	10,725	9,054
Net Carrying Amount	$ 24,736	$ 22,794
Customer Relationships [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year	1 year
Customer Relationships [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years	10 years
Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 2,644	$ 2,909
Accumulated Amortization	2,265	2,476
Net Carrying Amount	$ 379	$ 433
Trade Name [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year 6 months	1 year
Trade Name [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	3 years	3 years
Developed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 15,265	$ 13,808
Accumulated Amortization	5,973	5,509
Net Carrying Amount	$ 9,292	$ 8,299
Developed Technology [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	4 years	4 years
Developed Technology [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	7 years	7 years

Goodwill and Other Intangible29

Goodwill and Other Intangible Assets (Weighted-Average Amortization Period) (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	8 years 73 days	8 years 1 month 6 days
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	9 years 146 days	9 years 3 months 18 days
Trade Name [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	2 years 292 days	2 years 10 months 24 days
Developed Technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period	6 years 110 days	6 years 4 months 24 days

Goodwill and Other Intangible30

Goodwill and Other Intangible Assets (Estimated Annual Amortization Expense) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization charge of intangible assets	$ 3,800	$ 2,900
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remainder of 2016	3,517
2,017	6,242
2,018	5,895
2,019	5,080
2020 and thereafter	13,673
Net Carrying Amount	$ 34,407		$ 31,526

Net Loss Per Share (Computation

Net Loss Per Share (Computation of Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Numerator:
Net loss	$ (3,577)	$ (3,334)	$ (9,150)	$ (7,077)
Denominator:
Weighted–average common shares outstanding, basic and diluted	16,269,808	14,867,947	15,851,106	14,854,139
Net loss per common share, basic and diluted (in USD per share)	$ (0.22)	$ (0.22)	$ (0.58)	$ (0.48)

Net Loss Per Share (Anti_Diluti

Net Loss Per Share (Anti–Dilutive Common Share Equivalents) (Details) - shares	Jul. 25, 2016	Jun. 30, 2016	Jun. 30, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)		1,667,842	1,048,577
Subsequent Event [Member] | Website Analytic Business [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Numbers of share issued in acquisition	325,998
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)		686,667	616,705
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)		981,175	431,872

Commitments and Contingencies (

Commitments and Contingencies (Details) - Software Development Services $ in Millions	6 Months Ended
	Jun. 30, 2016USD ($)
Long-term Purchase Commitment [Line Items]
Purchase obligation	$ 2.3
Purchase obligation incurred during period	1.1
Increase in 2017 obligation if a 10% increase in revenue	0.2
Purchase obligation in 2017 if revenue increases 10%	2.6
Increase in 2018 obligation if a 10% increase in revenue	0.3
Purchase obligation in 2018 if a 10% increase in revenue	$ 2.9

Stockholders' Equity (Restricte

Stockholders' Equity (Restricted Stock Activity) (Details) - Restricted Stock [Member] - $ / shares	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Number of Restricted Shares Outstanding
Number of Restricted Shares Outstanding, Beginning Balance	513,943
Number of Restricted Shares Outstanding, Shares granted	542,317
Number of Restricted Shares Outstanding, Shares vested	(39,935)
Number of Restricted Shares Outstanding, Shares forfeited	(35,150)
Number of Restricted Shares Outstanding, Ending Balance	981,175
Weighted-Average Grant Date Fair Value
Number of Restricted Shares Outstanding, Weighted-Average Grant Date Fair Value (in USD per share)	$ 7.61	$ 8.15

Stockholders' Equity (Stock Opt

Stockholders' Equity (Stock Option Activity) (Details)	6 Months Ended
	Jun. 30, 2016$ / sharesshares
Number of Options Outstanding
Number of Options Outstanding, Beginning of period | shares	778,388
Number of Options Outstanding, Options granted | shares	2,408
Number of Options Outstanding, Options exercised | shares	(25,456)
Number of Options Outstanding, Options forfeited | shares	(47,426)
Number of Options Outstanding, Options expired | shares	(21,247)
Number of Options Outstanding, End of period | shares	686,667
Weighted Average Exercise Price
Weighted Average Exercise Price, Beginning of period (in dollars per share) | $ / shares	$ 5.75
Weighted Average Exercise Price, Options granted (in dollars per share) | $ / shares	5.75
Weighted Average Exercise Price, Options exercised (in dollars per share) | $ / shares	4.46
Weighted Average Exercise Price, Options forfeited (in dollars per share) | $ / shares	7.16
Weighted Average Exercise Price, Options expired (in dollars per share) | $ / shares	3.34
Weighted Average Exercise Price, End of period (in dollars per share) | $ / shares	$ 5.77

Stockholders' Equity (Shared Ba

Stockholders' Equity (Shared Based Compensation) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	$ 870	$ 781	$ 1,564	$ 1,335
Cost of subscription and support revenue [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	8	16	15	16
Cost of professional services revenue [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	0	(11)	45	50
Sales and marketing [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	32	36	42	120
Research and development [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	28	109	1,462	1,149
General and administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	$ 802	$ 631	$ 1,564	$ 1,335

Domestic and Foreign Operatio37

Domestic and Foreign Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 18,570	$ 17,678	$ 36,152	$ 35,206
U.S. [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	15,733	14,099	30,163	28,259
Canada [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,011	1,127	2,013	2,223
Other International [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 1,826	$ 2,452	$ 3,976	$ 4,724

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Investor [Member]
Related Party Transaction [Line Items]
Amount of related party transaction	$ 570	$ 450	$ 1,100	$ 875
Services [Member] | Investor [Member]
Related Party Transaction [Line Items]
Amount of related party transaction	532		578
Management, HR/Payroll and Administrative Services [Member] | Former Subsidiary [Member]
Related Party Transaction [Line Items]
Revenue from related party	90	$ 90	180	$ 180	$ 360
Hipcricket [Member] | Services [Member] | Affiliate of Subsidiary [Member]
Related Party Transaction [Line Items]
Amount of related party transaction	554		706
Revenue from related party	$ 114		$ 144