Upland Software (UPLD) 10-Q 12 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 05, 2017
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	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		18,437,943

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 19,417	$ 28,758
Accounts receivable (net of allowance of $622 and $658 at March 31, 2017 and December 31, 2016, respectively)	12,157	15,254
Prepaid and other	3,589	3,287
Total current assets	35,163	47,299
Canadian tax credits receivable	1,101	978
Property and equipment, net	4,355	4,356
Intangible assets, net	34,933	28,512
Goodwill	82,803	69,097
Other assets	355	346
Total assets	158,710	150,588
Current liabilities:
Accounts payable	1,945	1,268
Accrued compensation	3,640	2,541
Accrued expenses and other	6,902	5,505
Deferred revenue	26,328	23,552
Due to sellers	1,057	4,642
Current maturities of notes payable (includes unamortized discount of $334 and $329 at March 31, 2017 and December 31, 2016, respectively)	2,685	2,190
Total current liabilities	42,557	39,698
Canadian tax credit liability to sellers	0	361
Notes payable, less current maturities (includes unamortized discount of $1,106 and $1,113 at March 31, 2017 and December 31, 2016, respectively)	54,491	45,739
Deferred revenue	227	247
Noncurrent deferred tax liability, net	3,600	3,404
Other long-term liabilities	1,956	2,126
Total liabilities	102,831	91,575
Stockholders’ equity:
Common stock, $0.0001 par value; 50,000,000 shares authorized: 18,391,917 and 17,785,288 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively	2	2
Additional paid-in capital	126,968	124,566
Accumulated other comprehensive loss	(3,074)	(3,152)
Accumulated deficit	(68,017)	(62,403)
Total stockholders’ equity	55,879	59,013
Total liabilities and stockholders’ equity	$ 158,710	$ 150,588

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 622	$ 658
Unamortized discount, current	334	329
Unamortized discount, noncurrent	$ 1,106	$ 1,113
Par value (in USD per share)	$ 0.0001	$ 0.0001
Shares authorized (in shares)	50,000,000	50,000,000
Shares issued (in shares)	18,391,917	17,785,288
Shares outstanding (in shares)	18,391,917	17,785,288

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue:
Subscription and support	$ 18,135	$ 15,241
Perpetual license	694	318
Total product revenue	18,829	15,559
Professional services	1,923	2,023
Total revenue	20,752	17,582
Cost of revenue:
Subscription and support	5,893	5,226
Professional services	1,135	1,624
Total cost of revenue	7,028	6,850
Gross profit	13,724	10,732
Operating expenses:
Sales and marketing	3,221	3,069
Research and development	3,477	3,910
Refundable Canadian tax credits	(117)	(109)
General and administrative	5,904	4,123
Depreciation and amortization	1,164	1,472
Acquisition-related expenses	3,691	2,428
Total operating expenses	17,340	14,893
Loss from operations	(3,616)	(4,161)
Interest expense, net	(935)	(561)
Other expense, net	(112)	(748)
Total other expense	(1,047)	(1,309)
Loss before provision for income taxes	(4,663)	(5,470)
Provision for income taxes	(951)	(103)
Net loss	$ (5,614)	$ (5,573)
Net loss per common share:
Net loss per common share, basic and diluted (in USD per share)	$ (0.33)	$ (0.36)
Weighted-average common shares outstanding, basic and diluted	16,971,393	15,432,405

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Statement of Comprehensive Income [Abstract]
Net loss	$ (5,614)	$ (5,573)
Foreign currency translation adjustment	78	476
Comprehensive loss	$ (5,536)	$ (5,097)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating activities
Net loss	$ (5,614)	$ (5,573)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	2,398	2,515
Deferred income taxes	178	(36)
Foreign currency re-measurement (gain) loss	(59)	(359)
Non-cash interest and other expense	75	64
Non-cash stock compensation expense	2,304	694
Loss on disposal of business	0	731
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable	3,935	1,070
Prepaids and other	6	150
Accounts payable	460	(623)
Accrued expenses and other liabilities	1,211	(85)
Deferred revenue	33	1,334
Net cash provided by (used in) operating activities	4,927	(118)
Investing activities
Purchase of property and equipment	(348)	(680)
Purchase of customer relationships	(55)	(408)
Purchase business combinations, net of cash acquired	(19,256)	(8,102)
Net cash used in investing activities	(19,659)	(9,190)
Financing activities
Payments on capital leases	(331)	(519)
Proceeds from notes payable, net of issuance costs	15,927	4,987
Payments on notes payable	(6,755)	(309)
Issuance of common stock, net of issuance costs	98	18
Additional consideration paid to sellers of businesses	(3,585)	0
Net cash provided by financing activities	5,354	4,177
Effect of exchange rate fluctuations on cash	37	243
Change in cash and cash equivalents	(9,341)	(4,888)
Cash and cash equivalents, beginning of period	28,758	18,473
Cash and cash equivalents, end of period	19,417	13,585
Supplemental disclosures of cash flow information:
Cash paid for interest	864	496
Cash paid for taxes	591	2
Noncash investing and financing activities:
Equipment acquired pursuant to capital lease obligations	144	221
Issuance of common stock in business combination	$ 0	$ 5,700

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
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 months ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 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 2016 Annual Report on Form 10-K filed with the SEC on March 30, 2017 . 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 months ended March 31, 2017 or 2016 or for the year ended December 31, 2016 , or more than 10% of accounts receivable as of March 31, 2017 or December 31, 2016 . 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, accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company. Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers. This ASU amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company will adopt this ASU on January 1, 2018, and we expect to use the modified retrospective application method. The Company is currently evaluating each of its revenue streams to identify any differences in the timing, measurement or presentation of revenue recognition under the new standard. We expect to have our preliminary evaluation, including the selection of an adoption method, completed by the end of the first half of 2017. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 is intended to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows and to eliminate the diversity in practice related to such classifications. The guidance in ASU 2016-15 is required for annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the effect that the adoption of ASU 2016-15 will have on its financial statements. In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business” (“ASU 2017-01”), which revises the definition of a business and assists in the evaluation of when a set of transferred assets and activities is a business. ASU 2017-01 is effective for interim and annual reporting periods beginning after December 15, 2017, and should be applied prospectively. Early adoption is permitted under certain circumstances. In February 2016, the FASB issued ASU 2016-02, Leases. The core change with ASU 2016-2 is the requirement for the 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the effect that the adoption of ASU 2016-13 will have on its financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. ASU 2017-04 is effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019; early adoption is permitted. We currently anticipate that the adoption of ASU 2017-04 will not have a material impact on our consolidated financial statements. Recently adopted accounting pronouncements In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern: 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 Company adopted ASU 2014-15 during the first quarter of 2017. No additional disclosure was deemed necessary upon the adoption of ASU 2014-15. This standard would not result in an amount being recorded. In March 2016, the FASB issued ASU 2016-09, Stock Compensation. 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 adopted ASU 2016-09 during the first quarter of 2017. No impact on the financial statements was recorded as a result of the adoption of ASU 2016-09.

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Acquisitions	2. Acquisitions 2017 Acquisitions On January 10, 2017, the Company completed its purchase of Omtool, Ltd, a document capture, fax and workflow solution company. The purchase price consideration paid was approximately $19.3 million in cash payable at closing (net of approximately $3.0 million of cash acquired). Revenues recorded since the acquisition date through March 31, 2017 were approximately $2.0 million . See Note 12 — Subsequent Events for more information regarding the acquisition of RightAnswers, Inc. in April, 2017. 2016 Acquisitions On January 7, 2016, the Company completed its purchase of LeadLander, Inc., a website analytics provider. The purchase price consideration paid was approximately $8.0 million in cash payable at closing (net of approximately $0.4 million of cash acquired) and a $1.2 million cash holdback payable in 12 months (subject to indemnification claims), which was fully paid after December 31, 2016. Revenues recorded since the acquisition date through March 31, 2017 were approximately $4.3 million . In addition, 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. On March 14, 2016, the Company completed its purchase of HipCricket, Inc., a cloud-based mobile messaging software provider. The consideration paid to the seller consisted of the issuance of one million shares of the Company's common stock and the transfer of the Company's 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 the 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 March 31, 2017 were approximately $5.5 million . On April 27, 2016, the Company acquired Advanced Processing & Imaging, Inc. ("API"), a content management platform driving workflow in governments and schools. The purchase price consideration consisted of $4.1 million in cash payable at closing (net of $0.1 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 March 31, 2017 were approximately $2.5 million . 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): Preliminary Finalized Omtool API HipCricket LeadLander Year Acquired 2017 2016 2016 2016 Cash $ 2,957 $ 125 $ — $ 365 Accounts receivable 784 821 1,226 199 Other current assets 405 54 273 55 Property and equipment 63 68 — 5 Customer relationships 3,520 1,420 1,000 970 Trade name 170 40 70 70 Technology 4,450 810 900 1,410 Goodwill 13,574 3,420 8,531 13,104 Other assets 33 89 — 6 Total assets acquired 25,956 6,847 12,000 16,184 Accounts payable (219 ) (11 ) (44 ) — Accrued expense and other (906 ) (137 ) — (254 ) Deferred revenue (2,618 ) (1,699 ) (356 ) (910 ) Total liabilities assumed (3,743 ) (1,847 ) (400 ) (1,164 ) Total consideration $ 22,213 $ 5,000 $ 11,600 $ 15,020 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. 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 2017 acquisition of Omtool, is preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amount in all respects. The purchase price allocations for the 2015 acquisition of Ultriva and the 2016 acquisitions of LeadLander and HipCricket are final, and API is preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to finalize its purchase price allocations for Omtool and API in the the second quarter of 2017. Goodwill ded uctible for tax purposes is $4.9 million for the LeadLander acquisition and $8.2 million for HipCricket. There was no goodwill deductible for tax purposes for the API and Omtool acquisitions.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2017
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, 2016 Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ 2,500 $ 2,500 Fair Value Measurements at March 31, 2017 (unaudited) Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ — $ — The earnout consideration liability consists of amounts associated with the acquisition of LeadLander. The $2.5 million Level 3 earnout consideration liability was settled during the three months ended March 31, 2017 . The following table presents additional information about liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value (in thousands): Ending balance at December 31, 2016 $ 2,500 Settlements - cash earnouts (2,500 ) March 31, 2017 $ — The fair value of the earnout consideration was determined using the Binary Option model based on the present value of the probability-weighted earnout consideration. Debt The Company believes the carrying value of its long-term debt at March 31, 2017 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 and carrying value of the Company's debt at March 31, 2017 and December 31, 2016 is $58.6 million and $49.4 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	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	4. Goodwill and Other Intangible Assets Changes in the Company’s goodwill balance for the three months ended March 31, 2017 are summarized in the table below (in thousands): Balance at December 31, 2016 $ 69,097 Acquired in business combinations 13,574 Foreign currency translation adjustment 132 Balance at March 31, 2017 $ 82,803 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 Gross Accumulated Net Carrying March 31, 2017: Customer relationships 1-10 $ 36,358 $ 13,396 $ 22,962 Trade name 1.5-3 2,808 2,564 244 Developed technology 4-7 19,704 7,977 11,727 Total intangible assets $ 58,870 $ 23,937 $ 34,933 Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2016: Customer relationships 1-10 $ 32,703 $ 12,418 $ 20,285 Trade name 1.5-3 2,636 2,462 174 Developed technology 4-7 15,228 7,175 8,053 Total intangible assets $ 50,567 $ 22,055 $ 28,512 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: March 31, 2017 December 31, 2016 Customer relationships 9.3 9.3 Trade name 2.7 2.8 Developed technology 6.5 6.3 Total weighted-average amortization period 8.0 8.0 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 months ended March 31, 2017 and 2016 . Total amortization expense was $1.8 million and $1.9 million during the three months ended March 31, 2017 and 2016 , respectively. Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2017 $ 5,344 2018 6,719 2019 5,854 2020 4,887 2021 and thereafter 12,129 Total $ 34,933

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	5. Income Taxes The Company’s income tax provision for the three months ended March 31, 2017 and 2016 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 provision for the three months ended March 31, 2017 and 2016 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, alternative minimum tax and state taxes in certain states in which the Company does not file on a consolidated basis or have net operating loss carryforwards. The Company has historically incurred operating losses in the United States and, given its cumulative losses and limited history of profits, has recorded a valuation allowance against its United States net deferred tax assets, exclusive of tax deductible goodwill, at March 31, 2017 and 2016 . 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 2016 remain subject to examination by federal and most state tax authorities due to our net operating loss carryforwards. In foreign jurisdictions, tax years 2008 through 2016 remain subject to examination. The Company increased both its net operating loss deferred tax asset and its valuation allowance by $152 thousand upon adoption of ASU No. 2016-09 relating to certain tax deductions associated with stock option transactions greater than the stock-related compensation expense for financial statement purposes.

Debt

Debt	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Debt	6. Deb t Long-term debt consisted of the following at March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Senior secured loans (includes unamortized discount of $1,440 and $1,442 based on an imputed interest rate of 6.4% and 6.6%, at March 31, 2017 and December 31, 2016, respectively) $ 57,176 $ 47,929 Less current maturities (2,685 ) (2,190 ) Total long-term debt $ 54,491 $ 45,739 Loan and Security Agreements On November 15, 2016, Upland Software, Inc. (the “Company”) amended its Credit Agreement (the “Credit Agreement”) with a consortium of lenders (the “Lenders”), Wells Fargo Capital Finance, as agent, providing for a secured credit facility (the “Loan Facility”). As of March 31, 2017 , there were no amounts drawn on its (i) U.S. revolving loans outstanding under the Credit Agreement, or on its (ii) Canadian revolving credit facility, and there was (iii) $53.1 million in U.S. term loans outstanding under the Credit Agreement; and (iv) $5.5 million in Canadian term loans outstanding under the Credit Agreement. See Note 12 of the Notes to Unaudited Condensed Consolidated Financial Statements for more information regarding additions to this facility. Loans The Credit Agreement provides for up to $90.0 million of financing credit as outlined below. The Credit Agreement provides (i) a U.S. revolving credit facility in an aggregate principal amount of up to $9.0 million (the “U.S. Revolver”), (ii) a U.S. term loan facility in an aggregate principal amount of up to $44.4 million (the “U.S. Term Loan”) which is fully drawn, (iii) a delayed draw term loan facility in an aggregate principal amount of up to $10.0 million (the “DDTL”), which was fully drawn during January, 2017 to finance the acquisition of Omtool, (iv) a Canadian revolving credit facility in an aggregate principal amount of up to $1.0 million (the “Canadian Revolver” and, together with the U.S. Revolver, the “Revolver”); and (v) a Canadian term loan facility in an aggregate principal amount of up to $5.6 million (the “Canadian Term Loan” and, together with the U.S. Term Loan, the “Term Loan”). The Credit Agreement also includes provisions for optional, uncommitted increases in the maximum size of the loan facility available under the Credit Agreement by an aggregate principal amount of $20.0 million upon the satisfaction of the terms and conditions set forth in the Credit Agreement. The Credit Agreement also provides for, among other things, (i) a maturity date of November 15, 2021, (ii) a maximum amount of permitted stock repurchases of $8.3 million , and (iii) a maximum amount of seller subordinated indebtedness permitted to be incurred in connection with permitted acquisitions of $16.7 million . Terms of Revolver Loans under the Revolver are available up to the lesser of (i) $10.0 million (the “Maximum Revolver Amount”) or (ii) the result of (a) 100% multiplied by (subject to step-downs beginning December 31, 2016) of certain subsidiaries' recurring revenues on a trailing twelve month basis, minus (b) the outstanding balance of the Term Loans and any swing line loans made under the Credit Agreement (such amount, the “Credit Amount”). The Revolver provides a subfacility whereby Borrowers may request letters of credit (the “Letters of Credit”) in an aggregate amount not to exceed, at any one time outstanding, $0.5 million and $0.25 million , from the U.S & Canadian facilities, respectively. The aggregate amount of outstanding Letters of Credit are reserved against the credit availability under the Maximum Revolver Amount and the Credit Amount. Loans under the Revolver may be borrowed, repaid and reborrowed until November 15, 2021 (the “Maturity Date”), at which time all amounts borrowed under the Credit Agreement must be repaid. Terms of Term Loans The Term Loans are repayable, on a quarterly basis beginning December 31, 2016, by an amount equal to 5.0% per annum of the original principal amount of such loan. Any amount remaining unpaid is due and payable in full on the Maturity Date. Terms of Delay Draw Term Loan Pursuant to the terms of the Credit Agreement, the DDTL is to be used to finance acquisitions. The DDTL can be drawn upon until November 15, 2018, and was drawn in full in January, 2017 to finance the acquisition of Omtool. The DDTL is repayable, on a quarterly basis, by an amount equal to 5.0% per annum of the original funded amount of the DDTL. Any amount remaining unpaid would be due and payable in full on the Maturity Date. Other Terms of Loan Facility At the option of the Company, U.S. loans accrue interest at a per annum rate based on (i) the U.S. base rate plus a margin ranging from 3.0% to 4.0% depending on the leverage ratio or (ii) the U.S. LIBOR rate determined in accordance with the Credit Agreement (based on 1, 2, 3 or 6-month interest periods) plus a margin ranging from 4.0% to 5.0% depending on the leverage ratio. The U.S. base rate is a rate equal to the highest of the federal funds rate plus a margin equal to 0.5% , the U.S. LIBOR rate for a 1-month interest period plus 1.0% and Wells Fargo Capital Finance’s prime rate. At the option of the Company, the Canadian loans accrue interest at a per annum rate based on (i) the Canadian prime rate or the U.S. base rate plus a margin ranging from 3.0% to 4.0% depending on the leverage ratio or (ii) the U.S. LIBOR rate determined in accordance with the Credit Agreement (based on 1, 2, 3 or 6-month interest periods) (or the Canadian Bankers Acceptance ("Canadian BA") rate determined in accordance with the Credit Agreement for obligations in Canadian dollars) plus a margin ranging from 4.0% to 5.0% depending on the leverage ratio. Accrued interest on the loans will be paid monthly, or, with respect to loans that are accruing interest based on the U.S. LIBOR rate or Canadian BA rate, at the end of the applicable U.S. LIBOR or Canadian BA interest rate period. Lenders are entitled to a premium (the “Prepayment Premium”) in the event of certain prepayments of the loans in an amount equal to (i) from November 15, 2016 to November 15, 2017, 2.0% times the sum of (a) the Maximum Revolver Amount plus (b) the outstanding principal amount of the Term Loan and DDTL on the date immediately prior to the date of the prepayment (such sum, the “Prepayment Amount”) (ii) from November 15, 2017 to November 15, 2018, 1.0% times the Prepayment Amount and (iii) during the period from and after November 15, 2018 to the Maturity Date, 0.0% times the Prepayment Amount. The Company may also be subject to prepayment fees in the case of commitment reductions of the Revolver and also may be obligated to prepay loans upon the occurrence of certain events. The Company is also obligated to pay other customary servicing fees, letter of credit fees and unused credit facility fees. The Loan Facility contains customary affirmative and negative covenants. The negative covenants limit the ability of the Company and its subsidiaries 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. There are certain financial covenants that become more restrictive starting March 31, 2017. If an event of default occurs, 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 Loan Facility limits the Company's ability to buyback its capital stock, subject to restrictions including a minimum liquidity requirement of $20.0 million before and after any such buyback. Interest Rate and Financing Costs Cash interest costs averaged 5.8% and 5.7% under the new Credit Agreement for the three months ended March 31, 2017 and for the year ended December 31, 2016 , respectively. In addition, the Company incurred $2.0 million of financing costs associated with the Credit Agreement since inception through March 31, 2017 . These financing costs will be amortized to non-cash interest expense over the term of the Credit Agreement. Debt Maturities Future debt maturities of long-term debt (excluding financing costs) at March 31, 2017 are as follows (in thousands): Year ending December 31: Remaining 2017 $ 2,264 2018 3,019 2019 3,019 2020 3,019 2021 47,295 Thereafter — $ 58,616

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Net Loss Per Share	7. Net Loss Per Share The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended March 31, 2017 2016 Numerator: Net Loss $ (5,614 ) $ (5,573 ) Denominator: Weighted–average common shares outstanding, basic and diluted 16,971,393 15,432,405 Net loss per common share, basic and diluted $ (0.33 ) $ (0.36 ) Due to the net losses for the three months ended March 31, 2017 and 2016 , 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 318,302 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): March 31, 2017 2016 Stock options 731,971 751,201 Restricted stock 1,410,247 983,937 Total anti–dilutive common share equivalents 2,142,218 1,735,138

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. Commitments and Contingencies Purchase Commitments During the fiscal three months ended March 31, 2017 and 2016 , the Company purchased software development services pursuant to a technology services agreement with DevFactory FZ-LLC, in the amount of $0.6 million , and $0.6 million , respectively. See Note 11 — Related Party Transactions for more information regarding regarding our purchase commitment to this related party. On March 28, 2017, the Company entered into an amendment to the Amended and Restated Technology Services Agreement with DevFactory FZ-LLC to extend the initial term end date from December 31, 2017 to December 31, 2021. Additionally, the Company amended the option for either party to renew annually for one additional year. The effective date of the amendment is January 1, 2017. Litigation In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. At this time, the Company is not involved in any current or pending legal proceedings and does not anticipate any legal proceedings that may have a material adverse affect on the consolidated financial position or results of operations of the Company.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Stockholders' Equity	9. Stockholders' Equity Restricted Stock Awards Restricted share activity during the three months ended March 31, 2017 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2016 839,477 $ 7.55 Awards granted 622,520 Awards vested (34,749 ) Awards forfeited (17,001 ) Unvested balances at March 31, 2017 1,410,247 $ 10.86 Stock Option Activity Stock option activity during the three months ended March 31, 2017 was as follows: Number of Weighted– Outstanding at December 31, 2016 759,719 $ 6.06 Options granted — $ — Options exercised (24,748 ) $ 6.46 Options forfeited (2,906 ) $ 6.21 Options expired (94 ) $ 6.26 Outstanding at March 31, 2017 731,971 $ 6.05 Share-based Compensation The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands): Three Months Ended March 31, 2017 2016 Cost of revenue $ 18 $ 7 Research and development 60 14 Sales and marketing 23 13 General and administrative 2,203 660 Total $ 2,304 $ 694

Domestic and Foreign Operations

Domestic and Foreign Operations	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Domestic and Foreign Operations	10. 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 March 31, 2017 2016 Revenues: U.S. $ 17,609 $ 14,430 Canada 845 1,002 Other International 2,298 2,150 Total Revenues $ 20,752 $ 17,582

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	11. Related Party Transactions During the fiscal three months ended March 31, 2017 and 2016 , the Company purchased software development services pursuant to a technology services agreement with DevFactory FZ-LLC, in the amount of $0.6 million , and $0.6 million , respectively. On March 28, 2017, the Company entered into an amendment to the Amended and Restated Technology Services Agreement to extend the initial term end date from December 31, 2017 to December 31, 2021. Additionally, the Company amended the option for either party to renew annually for one additional year. The effective date of the amendment is January 1, 2017. The Company has an outstanding purchase commitment in 2017 for software development services pursuant to a technology services agreement in the amount of $2.5 million . For years after 2017 , 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 2017 total revenues increase by 10% as compared to 2016 total revenues, then the 2018 purchase commitment will increase by approximately $250,000 from the 2017 purchase commitment amount to approximately $2.8 million . The Company purchased approximately $752,000 and $62,000 in services from Crossover, Inc. during the three months ended March 31, 2017 and 2016 , respectively. While there are no purchase commitments with this company, the Company continues to use their services in 2017. The Company has an arrangement with a former subsidiary to provide management, human resource/payroll and administrative services, the fees for which the Company received fees during the three months ended March 31, 2017 and 2016 totaling $90,000 in each period.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	12. Subsequent Events Acquisitions On April 21, 2017, the Company acquired RightAnswers, Inc., a cloud-based knowledge management system. The purchase price was $17.2 million in cash at closing, net of cash acquired, and a $2.5 million cash holdback payable in one year (a portion of which is available to satisfy indemnification claims) and excludes potential future earn-out payments tied to additional performance-based goals. Amendment of Credit Agreement On April 21, 2017, the Company entered into a Fourth Amendment to the Credit Agreement (the “Amendment”) that amended its Credit Agreement dated as of May 14, 2015 (the “Credit Agreement”) among the Company, certain of its domestic and Canadian subsidiaries and each of the lenders party thereto. After giving effect to the Amendment, the Credit Agreement provides for an additional term loan of $15,000,000 , which was fully funded in conjunction with the acquisition of RightAnswers, Inc. under the Company’s existing $90,000,000 credit facility. The Amendment also provides for, among other things, (i) the availability of U.S. and Canadian revolving loans up to the lesser of (x) $10,000,000 and (y) 108.75% (subject to step-downs beginning June 30, 2017) of the Borrowers’ recurring revenues on a trailing twelve month pro forma basis minus the outstanding balance of loans and letters of credit made under the Credit Agreement, (ii) an allowance for earn-outs in relation to permitted acquisitions, and (iii) an increase in the maximum amount of purchase consideration payable in respect of all permitted acquisitions $75,000,000 to $150,000,000 .

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
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 months ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 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 2016 Annual Report on Form 10-K filed with the SEC on March 30, 2017 .
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 months ended March 31, 2017 or 2016 or for the year ended December 31, 2016 , or more than 10% of accounts receivable as of March 31, 2017 or December 31, 2016 .
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, 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 Recently issued accounting pronouncements not yet adopted In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers. This ASU amends the existing accounting standards for revenue recognition and is based on the principle that revenue should be recognized to depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company will adopt this ASU on January 1, 2018, and we expect to use the modified retrospective application method. The Company is currently evaluating each of its revenue streams to identify any differences in the timing, measurement or presentation of revenue recognition under the new standard. We expect to have our preliminary evaluation, including the selection of an adoption method, completed by the end of the first half of 2017. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 is intended to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows and to eliminate the diversity in practice related to such classifications. The guidance in ASU 2016-15 is required for annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the effect that the adoption of ASU 2016-15 will have on its financial statements. In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business” (“ASU 2017-01”), which revises the definition of a business and assists in the evaluation of when a set of transferred assets and activities is a business. ASU 2017-01 is effective for interim and annual reporting periods beginning after December 15, 2017, and should be applied prospectively. Early adoption is permitted under certain circumstances. In February 2016, the FASB issued ASU 2016-02, Leases. The core change with ASU 2016-2 is the requirement for the 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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the effect that the adoption of ASU 2016-13 will have on its financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. ASU 2017-04 is effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019; early adoption is permitted. We currently anticipate that the adoption of ASU 2017-04 will not have a material impact on our consolidated financial statements. Recently adopted accounting pronouncements In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern: 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 Company adopted ASU 2014-15 during the first quarter of 2017. No additional disclosure was deemed necessary upon the adoption of ASU 2014-15. This standard would not result in an amount being recorded. In March 2016, the FASB issued ASU 2016-09, Stock Compensation. 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 adopted ASU 2016-09 during the first quarter of 2017. No impact on the financial statements was recorded as a result of the adoption of ASU 2016-09.

Acquisitions (Tables)

Acquisitions (Tables)	3 Months Ended
	Mar. 31, 2017
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): Preliminary Finalized Omtool API HipCricket LeadLander Year Acquired 2017 2016 2016 2016 Cash $ 2,957 $ 125 $ — $ 365 Accounts receivable 784 821 1,226 199 Other current assets 405 54 273 55 Property and equipment 63 68 — 5 Customer relationships 3,520 1,420 1,000 970 Trade name 170 40 70 70 Technology 4,450 810 900 1,410 Goodwill 13,574 3,420 8,531 13,104 Other assets 33 89 — 6 Total assets acquired 25,956 6,847 12,000 16,184 Accounts payable (219 ) (11 ) (44 ) — Accrued expense and other (906 ) (137 ) — (254 ) Deferred revenue (2,618 ) (1,699 ) (356 ) (910 ) Total liabilities assumed (3,743 ) (1,847 ) (400 ) (1,164 ) Total consideration $ 22,213 $ 5,000 $ 11,600 $ 15,020

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2017
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, 2016 Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ 2,500 $ 2,500 Fair Value Measurements at March 31, 2017 (unaudited) Level 1 Level 2 Level 3 Total Earnout consideration liability $ — $ — $ — $ —
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation	The following table presents additional information about liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value (in thousands): Ending balance at December 31, 2016 $ 2,500 Settlements - cash earnouts (2,500 ) March 31, 2017 $ —

Goodwill and Other Intangible22

Goodwill and Other Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	Changes in the Company’s goodwill balance for the three months ended March 31, 2017 are summarized in the table below (in thousands): Balance at December 31, 2016 $ 69,097 Acquired in business combinations 13,574 Foreign currency translation adjustment 132 Balance at March 31, 2017 $ 82,803
Summary of intangible assets, net	The following is a summary of the Company’s intangible assets, net (in thousands): Estimated Useful Gross Accumulated Net Carrying March 31, 2017: Customer relationships 1-10 $ 36,358 $ 13,396 $ 22,962 Trade name 1.5-3 2,808 2,564 244 Developed technology 4-7 19,704 7,977 11,727 Total intangible assets $ 58,870 $ 23,937 $ 34,933 Estimated Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount December 31, 2016: Customer relationships 1-10 $ 32,703 $ 12,418 $ 20,285 Trade name 1.5-3 2,636 2,462 174 Developed technology 4-7 15,228 7,175 8,053 Total intangible assets $ 50,567 $ 22,055 $ 28,512
Schedule of 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: March 31, 2017 December 31, 2016 Customer relationships 9.3 9.3 Trade name 2.7 2.8 Developed technology 6.5 6.3 Total weighted-average amortization period 8.0 8.0
Estimated annual amortization expense	Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands): Amortization Year ending December 31: Remainder of 2017 $ 5,344 2018 6,719 2019 5,854 2020 4,887 2021 and thereafter 12,129 Total $ 34,933

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	Long-term debt consisted of the following at March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Senior secured loans (includes unamortized discount of $1,440 and $1,442 based on an imputed interest rate of 6.4% and 6.6%, at March 31, 2017 and December 31, 2016, respectively) $ 57,176 $ 47,929 Less current maturities (2,685 ) (2,190 ) Total long-term debt $ 54,491 $ 45,739
Schedule of Maturities of Long-term Debt	Future debt maturities of long-term debt (excluding financing costs) at March 31, 2017 are as follows (in thousands): Year ending December 31: Remaining 2017 $ 2,264 2018 3,019 2019 3,019 2020 3,019 2021 47,295 Thereafter — $ 58,616

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Computations of loss per share	The following table sets forth the computations of loss per share (in thousands, except share and per share amounts): Three Months Ended March 31, 2017 2016 Numerator: Net Loss $ (5,614 ) $ (5,573 ) Denominator: Weighted–average common shares outstanding, basic and diluted 16,971,393 15,432,405 Net loss per common share, basic and diluted $ (0.33 ) $ (0.36 )
Schedule of anti–dilutive common share equivalents	The following table sets forth the anti–dilutive common share equivalents (which does not include 318,302 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): March 31, 2017 2016 Stock options 731,971 751,201 Restricted stock 1,410,247 983,937 Total anti–dilutive common share equivalents 2,142,218 1,735,138

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Schedule of restricted stock activity	Restricted share activity during the three months ended March 31, 2017 was as follows: Number of Weighted-Average Grant Date Fair Value Unvested balances at December 31, 2016 839,477 $ 7.55 Awards granted 622,520 Awards vested (34,749 ) Awards forfeited (17,001 ) Unvested balances at March 31, 2017 1,410,247 $ 10.86
Schedule of stock option activity	Stock option activity during the three months ended March 31, 2017 was as follows: Number of Weighted– Outstanding at December 31, 2016 759,719 $ 6.06 Options granted — $ — Options exercised (24,748 ) $ 6.46 Options forfeited (2,906 ) $ 6.21 Options expired (94 ) $ 6.26 Outstanding at March 31, 2017 731,971 $ 6.05
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 March 31, 2017 2016 Cost of revenue $ 18 $ 7 Research and development 60 14 Sales and marketing 23 13 General and administrative 2,203 660 Total $ 2,304 $ 694

Domestic and Foreign Operatio26

Domestic and Foreign Operations (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Schedule of revenues 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 March 31, 2017 2016 Revenues: U.S. $ 17,609 $ 14,430 Canada 845 1,002 Other International 2,298 2,150 Total Revenues $ 20,752 $ 17,582

Acquisitions (Narrative) (Detai

Acquisitions (Narrative) (Details) - USD ($)	Jan. 10, 2017	Jul. 25, 2016	Apr. 27, 2016	Mar. 14, 2016	Jan. 07, 2016	Mar. 31, 2017	Mar. 31, 2016
Business Acquisition [Line Items]
Payments to acquire business, net of cash acquired						$ 19,256,000	$ 8,102,000
Revenues						20,752,000	17,582,000
Loss on disposal of business						0	$ 731,000
Omtool, Ltd [Member]
Business Acquisition [Line Items]
Payments to acquire business, net of cash acquired	$ 19,300,000
Cash acquired	$ 3,000,000
Revenue since acquisition date						2,000,000
Goodwill expected to be tax deductible						0
Website Analytic Business [Member]
Business Acquisition [Line Items]
Payments to acquire business, net of cash acquired					$ 8,000,000
Cash acquired					400,000
Cash holdback payable					$ 1,200,000
Cash holdback payable, payment period (in years)					12 months
Revenues						4,300,000
Value of shares issued in acquisition		$ 2,400,000
Contingent consideration					$ 3,100,000
Numbers of share issued in acquisition (in shares)		318,302
Goodwill expected to be tax deductible						4,900,000
Hipcricket [Member]
Business Acquisition [Line Items]
Revenues						5,500,000
Numbers of share issued in acquisition (in shares)				1,000,000
Value of equity shares issued				$ 5,700,000
Goodwill expected to be tax deductible						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
API [Member]
Business Acquisition [Line Items]
Payments to acquire business, net of cash acquired			$ 4,100,000
Cash acquired			100,000
Cash holdback payable			$ 800,000
Cash holdback payable, payment period (in years)			12 months
Revenues						2,500,000
Goodwill expected to be tax deductible						$ 0

Acquisitions (Assets Acquired a

Acquisitions (Assets Acquired and Liabilities Assumed and Divested) (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Jan. 10, 2017	Dec. 31, 2016	Apr. 27, 2016	Mar. 14, 2016	Jan. 07, 2016
Assets Acquired
Goodwill	$ 82,803		$ 69,097
Omtool, Ltd [Member]
Assets Acquired
Cash		$ 2,957
Accounts receivable		784
Other current assets		405
Property and equipment		63
Goodwill		13,574
Other assets		33
Total assets acquired		25,956
Liabilities Assumed
Accounts payable		(219)
Accrued expense and other		(906)
Deferred revenue		(2,618)
Total liabilities assumed		(3,743)
Total consideration		22,213
Omtool, Ltd [Member] | Customer Relationships [Member]
Assets Acquired
Intangible assets		3,520
Omtool, Ltd [Member] | Trade Name [Member]
Assets Acquired
Intangible assets		170
Omtool, Ltd [Member] | Technology [Member]
Assets Acquired
Intangible assets		$ 4,450
API [Member]
Assets Acquired
Cash				$ 125
Accounts receivable				821
Other current assets				54
Property and equipment				68
Goodwill				3,420
Other assets				89
Total assets acquired				6,847
Liabilities Assumed
Accounts payable				(11)
Accrued expense and other				(137)
Deferred revenue				(1,699)
Total liabilities assumed				(1,847)
Total consideration				5,000
API [Member] | Customer Relationships [Member]
Assets Acquired
Intangible assets				1,420
API [Member] | Trade Name [Member]
Assets Acquired
Intangible assets				40
API [Member] | Technology [Member]
Assets Acquired
Intangible assets				$ 810
Hipcricket [Member]
Assets Acquired
Cash					$ 0
Accounts receivable					1,226
Other current assets					273
Property and equipment					0
Goodwill					8,531
Other assets					0
Total assets acquired					12,000
Liabilities Assumed
Accounts payable					(44)
Accrued expense and other					0
Deferred revenue					(356)
Total liabilities assumed					(400)
Total consideration					11,600
Hipcricket [Member] | Customer Relationships [Member]
Assets Acquired
Intangible assets					1,000
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						$ 365
Accounts receivable						199
Other current assets						55
Property and equipment						5
Goodwill						13,104
Other assets						6
Total assets acquired						16,184
Liabilities Assumed
Accounts payable						0
Accrued expense and other						(254)
Deferred revenue						(910)
Total liabilities assumed						(1,164)
Total consideration						15,020
Website Analytic Business [Member] | Customer Relationships [Member]
Assets Acquired
Intangible assets						970
Website Analytic Business [Member] | Trade Name [Member]
Assets Acquired
Intangible assets						70
Website Analytic Business [Member] | Technology [Member]
Assets Acquired
Intangible assets						$ 1,410

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Level 2 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value of debt	$ 58,600	$ 49,400
Recurring Measurement Basis [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earnout consideration liability	0	2,500
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	0	$ 2,500
Recurring Measurement Basis [Member] | Level 3 [Member] | Earnout Consideration [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	2,500
Settlements - cash earnouts	(2,500)
Ending balance	0
Recurring Measurement Basis [Member] | LeadLander [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration, fair value	$ 2,500

Goodwill and Other Intangible30

Goodwill and Other Intangible Assets (Schedule of Goodwill) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Goodwill [Roll Forward]
Balance at December 31, 2016	$ 69,097
Acquired in business combinations	13,574
Foreign currency translation adjustment	132
Balance at March 31, 2017	$ 82,803

Goodwill and Other Intangible31

Goodwill and Other Intangible Assets (Intangible Assets, Net) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 58,870		$ 50,567
Accumulated Amortization	23,937		22,055
Net Carrying Amount	34,933		28,512
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	36,358		32,703
Accumulated Amortization	13,396		12,418
Net Carrying Amount	$ 22,962		20,285
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	$ 2,808		2,636
Accumulated Amortization	2,564		2,462
Net Carrying Amount	$ 244		174
Trade Name [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year 6 months	1 year 6 months
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	$ 19,704		15,228
Accumulated Amortization	7,977		7,175
Net Carrying Amount	$ 11,727		$ 8,053
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 Intangible32

Goodwill and Other Intangible Assets (Weighted-Average Amortization Period) (Details)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period (in years)	8 years	8 years
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period (in years)	9 years 110 days	9 years 3 months 18 days
Trade Name [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period (in years)	2 years 262 days	2 years 9 months 18 days
Developed Technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period (in years)	6 years 170 days	6 years 3 months 18 days

Goodwill and Other Intangible33

Goodwill and Other Intangible Assets (Estimated Annual Amortization Expense) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization charge of intangible assets	$ 1,800	$ 1,900
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Remainder of 2017	5,344
2,018	6,719
2,019	5,854
2,020	4,887
2021 and thereafter	12,129
Net Carrying Amount	$ 34,933		$ 28,512

Income Taxes 1 (Details)

Income Taxes 1 (Details) - Accounting Standards Update 2016-09 [Member] $ in Thousands	Mar. 31, 2017USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Increase in net operating loss deferred tax asset	$ 152
Increase in valuation allowance	$ 152

Debt (Long-term Debt) (Details)

Debt (Long-term Debt) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Less current maturities	$ (2,685)	$ (2,190)
Total long-term debt	54,491	45,739
Senior Secured Notes [Member]
Debt Instrument [Line Items]
Long-term debt	57,176	47,929
Note discount	$ 1,440	$ 1,442
Implied interest rate	6.40%	6.60%

Debt (New Loan and Security Agr

Debt (New Loan and Security Agreements) (Details)	Mar. 31, 2017USD ($)
Revolving Credit Facility [Member] | U.S. [Member]
Line of Credit Facility [Line Items]
Outstanding borrowings	$ 0
Revolving Credit Facility [Member] | Canadian [Member]
Line of Credit Facility [Line Items]
Outstanding borrowings	0
Term Loan [Member] | U.S. [Member]
Line of Credit Facility [Line Items]
Outstanding borrowings	53,100,000
Term Loan [Member] | Canadian [Member]
Line of Credit Facility [Line Items]
Outstanding borrowings	$ 5,500,000

Debt (Loans) (Details)

Debt (Loans) (Details) - Credit Agreement [Member] - USD ($)	Mar. 31, 2017	Nov. 15, 2016
Line of Credit [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity, including optional additional capacity		$ 90,000,000
Maximum borrowing capacity	$ 90,000,000
Additional borrowing capacity upon satisfaction of terms and conditions		20,000,000
Maximum stock repurchase capacity	8,300,000
Line of Credit [Member] | U.S. [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	500,000
Line of Credit [Member] | Canadian [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	250,000
Line of Credit [Member] | Subordinated, unsecured debt [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 16,700,000
Revolving Credit Facility [Member] | U.S. [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		9,000,000
Revolving Credit Facility [Member] | Canadian [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		1,000,000
Term Loan [Member] | U.S. [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		44,400,000
Term Loan [Member] | Canadian [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		5,600,000
DDTL [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 10,000,000

Debt (Terms of Revolver, Term L

Debt (Terms of Revolver, Term Loans, and Delay Draw Term Loan) (Details) - Credit Agreement [Member]	3 Months Ended
	Mar. 31, 2017USD ($)	Nov. 15, 2016USD ($)
Line of Credit [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 90,000,000
Line of Credit [Member] | Maximum Revolver Amount [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 10,000,000
Multiplier used to calculate borrowing capacity (as a percent)	1
Line of Credit [Member] | U.S. [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 500,000
Line of Credit [Member] | Canadian [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 250,000
Term Loan [Member] | U.S. [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 44,400,000
Quarterly payment, percentage of principal	5.00%
Term Loan [Member] | Canadian [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		5,600,000
DDTL [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 10,000,000
Quarterly payment, percentage of principal	5.00%

Debt (Other Terms of Loan Facil

Debt (Other Terms of Loan Facility) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Line of Credit [Member] | Federal Funds Rate [Member] | U.S. [Member]
Line of Credit Facility [Line Items]
Variable rate, spread over reference rate	0.50%
Line of Credit [Member] | Prime Rate [Member] | U.S. [Member]
Line of Credit Facility [Line Items]
Variable rate, spread over reference rate	1.00%
Line of Credit [Member] | Minimum [Member] | Canadian [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate	3.00%
Line of Credit [Member] | Minimum [Member] | Base Rate [Member] | U.S. [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate	3.00%
Line of Credit [Member] | Minimum [Member] | LIBOR [Member] | U.S. [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate	4.00%
Line of Credit [Member] | Minimum [Member] | LIBOR [Member] | Canadian [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate	4.00%
Line of Credit [Member] | Maximum [Member] | Canadian [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate	4.00%
Line of Credit [Member] | Maximum [Member] | Base Rate [Member] | U.S. [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate	4.00%
Line of Credit [Member] | Maximum [Member] | LIBOR [Member] | U.S. [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate	5.00%
Line of Credit [Member] | Maximum [Member] | LIBOR [Member] | Canadian [Member]
Line of Credit Facility [Line Items]
Basis spread on variable rate	5.00%
Loan Facility [Member] | Line of Credit [Member]
Line of Credit Facility [Line Items]
Increase in interest rate upon default	2.00%
Covenant, minimum liquidity to buyback stock	$ 20,000,000
Credit Agreement [Member]
Line of Credit Facility [Line Items]
Interest charges, percentage	5.80%	5.70%
Debt issuance costs	$ 2,000,000
From November 15, 2016 to November 15, 2017 [Member] | Loan Facility [Member] | Line of Credit [Member]
Line of Credit Facility [Line Items]
Prepayment premium, percent	2.00%
From November 15, 2017 to November 15, 2018 [Member] | Loan Facility [Member] | Line of Credit [Member]
Line of Credit Facility [Line Items]
Prepayment premium, percent	1.00%
After November 15, 2018 to the Maturity Date [Member] | Loan Facility [Member] | Line of Credit [Member]
Line of Credit Facility [Line Items]
Prepayment premium, percent	0.00%

Debt (Future Debt Maturities of

Debt (Future Debt Maturities of Long-term Debt) (Details) $ in Thousands	Mar. 31, 2017USD ($)
Debt Disclosure [Abstract]
Remaining 2,017	$ 2,264
2,018	3,019
2,019	3,019
2,020	3,019
2,021	47,295
Thereafter	0
Long-term debt	$ 58,616

Net Loss Per Share (Computation

Net Loss Per Share (Computation of Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Numerator:
Net loss	$ (5,614)	$ (5,573)
Denominator:
Weighted–average common shares outstanding, basic and diluted	16,971,393	15,432,405
Net loss per common share, basic and diluted (in USD per share)	$ (0.33)	$ (0.36)

Net Loss Per Share (Anti_Diluti

Net Loss Per Share (Anti–Dilutive Common Share Equivalents) (Details) - shares	Jul. 25, 2016	Mar. 31, 2017	Mar. 31, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)		2,142,218	1,735,138
Website Analytic Business [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Numbers of share issued in acquisition (in shares)	318,302
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)		731,971	751,201
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti–dilutive common share equivalents (in shares)		1,410,247	983,937

Commitments and Contingencies (

Commitments and Contingencies (Details) - Investor [Member] - USD ($) $ in Millions	Mar. 28, 2017	Mar. 31, 2017	Mar. 31, 2016
Long-term Purchase Commitment [Line Items]
Amount of related party transaction		$ 0.6	$ 0.6
Option to renew purchase commitment, term (in years)	1 year

Stockholders' Equity (Restricte

Stockholders' Equity (Restricted Stock Activity) (Details) - Restricted Stock [Member] - $ / shares	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Number of Restricted Shares Outstanding
Unvested balances at beginning of period (in shares)	839,477
Awards granted (in shares)	622,520
Awards vested (in shares)	(34,749)
Awards forfeited (in shares)	(17,001)
Unvested balances at end of period (in shares)	1,410,247
Weighted-Average Grant Date Fair Value
Weighted-Average Grant Date Fair Value (in USD per share)	$ 10.86	$ 7.55

Stockholders' Equity (Stock Opt

Stockholders' Equity (Stock Option Activity) (Details)	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Number of Options Outstanding
Outstanding at beginning of period (in shares) | shares	759,719
Options granted (in shares) | shares	0
Options exercised (in shares) | shares	(24,748)
Options forfeited (in shares) | shares	(2,906)
Options expired (in shares) | shares	(94)
Outstanding at end of period (in shares) | shares	731,971
Weighted Average Exercise Price
Outstanding at beginning of period (in USD per share) | $ / shares	$ 6.06
Options granted (in USD per share) | $ / shares	0
Options exercised (in USD per share) | $ / shares	6.46
Options forfeited (in USD per share) | $ / shares	6.21
Options expired (in USD per share) | $ / shares	6.26
Outstanding at end of period (in USD per share) | $ / shares	$ 6.05

Stockholders' Equity (Shared Ba

Stockholders' Equity (Shared Based Compensation) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	$ 2,304	$ 694
Cost of revenue [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	18	7
Sales and marketing [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	60	14
Research and development [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	23	13
General and administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Share-based compensation expense	$ 2,203	$ 660

Domestic and Foreign Operatio47

Domestic and Foreign Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 20,752	$ 17,582
U.S. [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	17,609	14,430
Canada [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	845	1,002
Other International [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 2,298	$ 2,150

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	Mar. 28, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2018
Investor [Member]
Related Party Transaction [Line Items]
Amount of related party transaction		$ 600	$ 600
Option to renew purchase commitment, term (in years)	1 year
Investor [Member] | Software Development Services [Member]
Related Party Transaction [Line Items]
Purchase obligation outstanding		$ 2,500
Purchase commitment, period		5 years
Option to renew purchase commitment, term (in years)	1 year
Purchase obligation increase in amount, if a 10% increase in revenue		$ 250
Investor [Member] | Services [Member]
Related Party Transaction [Line Items]
Amount of related party transaction		752	62
Former Subsidiary [Member] | Management, HR/Payroll and Administrative Services [Member]
Related Party Transaction [Line Items]
Revenue from related party		$ 90	$ 90
Scenario, Forecast [Member] | Investor [Member] | Software Development Services [Member]
Related Party Transaction [Line Items]
Purchase commitment, amount				$ 2,800

Subsequent Events (Details)

Subsequent Events (Details)	Apr. 21, 2017USD ($)	Mar. 31, 2017USD ($)	Mar. 31, 2016USD ($)	Nov. 15, 2016USD ($)
Subsequent Event [Line Items]
Payments to acquire business, net of cash acquired		$ 19,256,000	$ 8,102,000
RightAnswers, Inc. [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Payments to acquire business, net of cash acquired	$ 17,200,000
Cash holdback payable	$ 2,500,000
Cash holdback payable, payment period (in years)	1 year
Credit Agreement [Member]
Subsequent Event [Line Items]
Maximum allowed business consideration payable		75,000,000
Credit Agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Maximum allowed business consideration payable	$ 150,000,000
Credit Agreement [Member] | Term Loan [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	15,000,000
Credit Agreement [Member] | Line of Credit [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity		90,000,000
U.S. [Member] | Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Outstanding borrowings		0
U.S. [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity				$ 9,000,000
U.S. [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 10,000,000
Multiplier used to calculate borrowing capacity (as a percent)	1.0875
U.S. [Member] | Credit Agreement [Member] | Line of Credit [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity		500,000
Canadian [Member] | Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Outstanding borrowings		0
Canadian [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity				$ 1,000,000
Canadian [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 10,000,000
Multiplier used to calculate borrowing capacity (as a percent)	1.0875
Canadian [Member] | Credit Agreement [Member] | Line of Credit [Member]
Subsequent Event [Line Items]
Maximum borrowing capacity		$ 250,000