UPLAND SOFTWARE, INC., 10-K filed on 2/24/2022
Annual Report
v3.22.0.1
Cover - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2021
Feb. 18, 2022
Jun. 30, 2021
Cover [Abstract]      
Entity Central Index Key 0001505155    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Amendment Flag false    
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2021    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-36720    
Entity Registrant Name Upland Software, Inc.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 27-2992077    
Entity Address, Address Line One 401 Congress Ave.    
Entity Address, Address Line Two Suite 1850    
Entity Address, City or Town Austin    
Entity Address, State or Province TX    
Entity Address, Postal Zip Code 78701    
City Area Code 512    
Local Phone Number 960-1010    
Title of 12(b) Security Common Stock, par value $0.0001 per share    
Trading Symbol UPLD    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 1.2
Entity Common Stock, Shares Outstanding   31,132,533  
Documents Incorporated by Reference Certain portions, as expressly described in this Annual Report on Form 10-K, of the registrant’s Proxy Statement for the 2022 Annual Meeting of the Stockholders, to be filed not later than 120 days after the end of the year covered by this Annual Report, are incorporated by reference into Part III of this Annual Report where indicated.    
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Audit Information
 12 Months Ended
Dec. 31, 2021
Audit Information [Abstract]  
Auditor Name Ernst & Young LLP
Auditor Location Austin, Texas
Auditor Firm ID 42
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Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 189,158 $ 250,029
Accounts receivable, net of allowance for credit losses 50,499 44,472
Deferred commissions, current 9,824 5,784
Unbilled receivables 4,801 4,561
Prepaid and other 8,709 12,694
Total current assets 262,991 317,540
Tax credits receivable 3,345 2,427
Property and equipment, net 2,667 2,778
Operating lease right-of-use asset 6,454 10,124
Intangible assets, net 279,920 279,975
Goodwill 457,472 383,598
Deferred commissions, noncurrent 14,808 12,962
Other assets 1,350 1,816
Total assets 1,029,007 1,011,220
Current liabilities:    
Accounts payable 20,362 5,395
Accrued compensation 9,829 8,138
Accrued expenses and other current liabilities 9,086 13,438
Deferred revenue 102,847 87,552
Liabilities due to sellers of businesses 7,607 416
Operating lease liabilities, current 3,546 3,315
Current maturities of notes payable (includes unamortized discount of $2,233 and $2,234 at December 31, 2021 and December 31, 2020, respectively) 3,167 3,166
Total current liabilities 156,444 121,420
Notes payable, less current maturities (includes unamortized discount of $7,287 and $9,414 at December 31, 2021 and December 31, 2020, respectively) 515,163 518,437
Deferred revenue, noncurrent 2,058 1,587
Operating lease liabilities, noncurrent 6,773 8,387
Noncurrent deferred tax liability, net 22,793 24,092
Interest rate swap liabilities 8,409 30,032
Other long-term liabilities 1,079 650
Total liabilities 712,719 704,605
Stockholders’ equity:    
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of December 31, 2021; no shares issued and outstanding as of December 31, 2020, respectively 0 0
Common stock, $0.0001 par value; 50,000,000 shares authorized: 31,096,548 and 29,987,114 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively) 3 3
Additional paid-in capital 568,384 515,219
Accumulated other comprehensive loss (11,514) (26,234)
Accumulated deficit (240,585) (182,373)
Total stockholders’ equity 316,288 306,615
Total liabilities and stockholders’ equity $ 1,029,007 $ 1,011,220
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Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Statement of Financial Position [Abstract]    
Current unamortized discount $ 2,233 $ 2,234
Noncurrent unamortized discount $ 7,287 $ 9,414
Preferred Stock    
Preferred stock, par value (in USD per share) $ 0.0001 $ 0.0001
Preferred stock authorized (in shares) 5,000,000 5,000,000
Preferred stock issued (in shares) 0 0
Preferred stock outstanding (in shares) 0 0
Common Stock    
Common stock, par value (in USD per share) $ 0.0001 $ 0.0001
Common stock authorized (in shares) 50,000,000 50,000,000
Common stock issued (in shares) 31,096,548 29,987,114
Common stock outstanding (in shares) 31,096,548 29,987,114
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Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Total revenue $ 302,016 $ 291,778 $ 222,637
Cost of revenue 99,453 98,446 69,117
Gross profit 202,563 193,332 153,520
Operating expenses:      
Sales and marketing 55,097 46,077 35,170
Research and development 42,693 39,002 29,037
General and administrative 76,901 68,072 48,077
Depreciation and amortization 41,315 36,919 25,885
Acquisition-related expenses 21,234 27,075 39,657
Total operating expenses 237,240 217,145 177,826
Loss from operations (34,677) (23,813) (24,306)
Other expense:      
Interest expense, net (31,626) (31,529) (22,313)
Loss on debt extinguishment 0 0 (2,317)
Other expense, net (253) (111) (3,240)
Total other expense (31,879) (31,640) (27,870)
Loss before benefit from income taxes (66,556) (55,453) (52,176)
Benefit from income taxes 8,344 4,234 6,805
Net loss $ (58,212) $ (51,219) $ (45,371)
Net loss per common share:      
Net loss per common share, basic (in dollars per share) $ (1.92) $ (1.92) $ (1.96)
Net loss per common share, diluted (in dollars per share) $ (1.92) $ (1.92) $ (1.96)
Weighted-average common shares outstanding, basic (in shares) 30,295,769 26,632,116 23,099,549
Weighted-average common shares outstanding, diluted (in shares) 30,295,769 26,632,116 23,099,549
Total product revenue      
Total revenue $ 289,771 $ 279,388 $ 209,604
Subscription and support      
Total revenue 287,621 277,504 203,866
Cost of revenue 92,168 89,880 61,465
Perpetual license      
Total revenue 2,150 1,884 5,738
Cost of revenue 7,285 8,566 7,652
Professional services      
Total revenue $ 12,245 $ 12,390 $ 13,033
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Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Statement of Comprehensive Income [Abstract]      
Net loss $ (58,212) $ (51,219) $ (45,371)
Other comprehensive income (loss):      
Foreign currency gain (loss) translation adjustment (6,301) 5,173 1,635
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries (602) 2,271 2,219
Unrealized gain (loss) on interest rate swaps 21,623 (32,455) 2,424
Other comprehensive income (loss): 14,720 (25,011) 6,278
Comprehensive loss $ (43,492) $ (76,230) $ (39,093)
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Consolidated Statement of Stockholders' Equity - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Loss
Accumulated Deficit
Accumulated Deficit
Cumulative Effect, Period of Adoption, Adjustment
Beginning balance (in shares) at Dec. 31, 2018     21,489,112        
Beginning balance at Dec. 31, 2018 $ 87,307   $ 2 $ 180,481 $ (7,501) $ (85,675)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of common stock in business combination (in shares)     7,898        
Issuance of common stock in business combination (30)     (30)      
Issuance of stock under Company plans, net of shares withheld for tax (in shares)     (41,890)        
Issuance of stock under Company plans, net of shares withheld for tax (12,191)     (12,191)      
Issuance of stock, net of issuance costs (in shares)     3,795,000        
Issuance of stock, net of issuance costs 151,114   $ 1 151,113      
Stock-based compensation $ 25,754     25,754      
Accounting Standards Update [Extensible List] Accounting Standards Update 2016-13            
Foreign currency translation adjustment $ 1,635       1,635    
Unrealized translation gain on intercompany loans with foreign subsidiaries 2,219       2,219    
Unrealized gain (loss) on interest rate swaps 2,424       2,424    
Net loss (45,371)         (45,371)  
Ending balance (in shares) at Dec. 31, 2019     25,250,120        
Ending balance at Dec. 31, 2019 212,861 $ (108) $ 3 345,127 (1,223) (131,046) $ (108)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of stock under Company plans, net of shares withheld for tax (in shares)     711,994        
Issuance of stock under Company plans, net of shares withheld for tax (1,673)     (1,673)      
Issuance of stock, net of issuance costs (in shares)     4,025,000        
Issuance of stock, net of issuance costs 130,073     130,073      
Stock-based compensation 41,692     41,692      
Foreign currency translation adjustment 5,173       5,173    
Unrealized translation gain on intercompany loans with foreign subsidiaries 2,271       2,271    
Unrealized gain (loss) on interest rate swaps (32,455)       (32,455)    
Net loss $ (51,219)         (51,219)  
Ending balance (in shares) at Dec. 31, 2020 29,987,114   29,987,114        
Ending balance at Dec. 31, 2020 $ 306,615   $ 3 515,219 (26,234) (182,373)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of stock under Company plans, net of shares withheld for tax (in shares)     1,109,434        
Issuance of stock under Company plans, net of shares withheld for tax (708)     (708)      
Stock-based compensation 53,873     53,873      
Foreign currency translation adjustment (6,301)       (6,301)    
Unrealized translation gain on intercompany loans with foreign subsidiaries (602)       (602)    
Unrealized gain (loss) on interest rate swaps 21,623       21,623    
Net loss $ (58,212)         (58,212)  
Ending balance (in shares) at Dec. 31, 2021 31,096,548   31,096,548        
Ending balance at Dec. 31, 2021 $ 316,288   $ 3 $ 568,384 $ (11,514) $ (240,585)  
v3.22.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Operating activities      
Net loss $ (58,212) $ (51,219) $ (45,371)
Adjustments to reconcile net loss to net cash provided by operating activities:      
Depreciation and amortization 52,928 47,164 34,621
Change in fair value of liabilities due to sellers of businesses (4,510) (340) 241
Deferred income taxes (11,179) (7,533) (9,432)
Amortization of deferred costs 8,948 4,684 3,476
Foreign currency re-measurement loss 25 272 58
Non-cash interest and other expense 2,249 2,233 1,398
Non-cash stock compensation expense 53,873 41,692 25,754
Non-cash loss on divestiture of assets 0 0 1,988
Non-cash loss on retirement of fixed assets 0 635 0
Non-cash loss on debt extinguishment 0 0 2,317
Changes in operating assets and liabilities, net of purchase business combinations:      
Accounts receivable (1,665) 10,355 3,160
Prepaids and other (7,499) (8,582) (5,532)
Accounts payable 10,865 (3,081) (73)
Accrued expenses and other liabilities (9,660) (7,485) (4,394)
Deferred revenue 5,575 6,825 3,865
Net cash provided by operating activities 41,738 35,620 12,076
Investing activities      
Purchase of property and equipment (1,115) (1,114) (1,040)
Purchase of customer relationships 0 (201) (696)
Purchase business combinations, net of cash acquired (92,417) (67,655) (216,025)
Net cash used in investing activities (93,532) (68,970) (217,761)
Financing activities      
Payments on finance leases (12) (88) (529)
Proceeds from notes payable, net of issuance costs (122) (303) 625,666
Payments on notes payable (5,400) (5,400) (383,568)
Taxes paid related to net share settlement of equity awards (982) (2,139) (12,659)
Issuance of common stock, net of issuance costs 274 130,539 151,551
Additional consideration paid to sellers of businesses (1,938) (14,710) (16,693)
Net cash provided by (used in) financing activities (8,180) 107,899 363,768
Effect of exchange rate fluctuations on cash (897) 456 203
Change in cash and cash equivalents (60,871) 75,005 158,286
Cash and cash equivalents, beginning of period 250,029 175,024 16,738
Cash and cash equivalents, end of period 189,158 250,029 175,024
Supplemental disclosures of cash flow information:      
Cash paid for interest, net of interest rate swaps 29,427 29,919 23,862
Cash paid for taxes 2,846 3,185 3,557
Non-cash investing and financing activities:      
Business combination consideration including holdbacks and earnouts 11,670 (4,893) 16,108
Issuance of common stock in business combination $ 0 $ 0 $ 44
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Organization and Nature of Operations
 12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Nature of Operations
1. Organization and Nature of Operations
Upland Software, Inc. (“Upland,” “we,” “us,” “our,” or the “Company”), a Delaware corporation, is a provider of cloud-based enterprise work management software that enables organizations to plan, manage and execute projects and work. Upland’s four cloud offerings address a broad range of enterprise work management needs, from strategic planning to task execution in the following functional areas: Sales, Marketing, Contact Center, Project Management, Information Technology, Business Operations, and Human Resources and Legal.
To support continued growth, Upland intends to pursue acquisitions within its core cloud offerings of complementary technologies and businesses. Upland expects that this will expand its product offerings, customer base and market access, resulting in increased benefits of scale. Consistent with Upland’s growth strategy, Upland has made a total of 29 acquisitions in the 10 years ending December 31, 2021.
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Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
2. Summary of Significant Accounting Policies
Basis of Presentation
These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes in the Company’s accounting policies since December 31, 2020.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates.
We assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact. Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of February 24, 2022, the date of issuance of this Annual Report on Form 10-K. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments.
Accounts Receivable and Allowance for Credit Losses
On January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The adoption of ASU 2016-13 resulted in recording a cumulative-effect adjustment to decrease the beginning balance (at January 1, 2020) of Accumulated deficit in the amount of $0.1 million, which represented the accelerated recognition of credit losses related to our trade receivables under the expected credit loss model of calculating our current expected credit losses compared to the previous incurred loss model.
The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the
invoiced amount and do not bear interest. Invoices generally require payment due upon receipt of invoice. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so.
To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts.
The following table presents the changes in the allowance for credit losses (in thousands):
Year Ended December 31,
202120202019
Balance at beginning of year$1,465 $1,238 $1,405 
Cumulative adjustment related to adoption of ASU 2016-13— 108 — 
Provision for credit losses694 1,115 1,720 
Writeoffs, net of recoveries(1,052)(996)(1,887)
Balance at end of year$1,107 $1,465 $1,238 
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 or more than 10% of accounts receivable in the years ended December 31, 2021, 2020 or 2019.
Property and Equipment
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
3 - 5 years
Purchased software and licenses
3 - 5 years
Furniture and fixtures7 years
Leasehold improvementsLesser of estimated useful life or lease term
Business Combinations
We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for our acquisitions which requires the acquisition purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill.
Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to Acquisition-related expenses on our consolidated statement of operations.
Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology and trade names are valued using the relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset.
The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions. Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. Contingent consideration typically includes earnout payments payable within 6 to 18 months of the date of acquisition based on attainment of certain performance goals. Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted, if necessary. Holdback and contingent consideration liabilities are recorded in Liabilities due to sellers of businesses on our consolidated balance sheet based on their estimated fair values. The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments. Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability. In the event a holdback is reduced subsequent to the finalization of purchase accounting, the reduction is recorded as a gain in Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability.
Goodwill and Other Intangibles
Goodwill is evaluated for impairment annually in October or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The events and circumstances considered by the Company include the business climate, legal factors, operating performance indicators and competition. The Company adopted ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment during the first quarter of 2018 which eliminated step 2 from the goodwill impairment test.
As we operate as one reporting unit, the impairment test is performed at the consolidated entity level by comparing the estimated fair value of the Company to the its carrying value. We have elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying value. Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its carrying value we would compare the carrying value of the Company's single reporting unit to its fair value and recognize any excess carrying value as an impairment loss. We further estimate the fair value of the reporting unit using a fair-value-based approach based on market capitalization to determine if it is more likely than not that the fair value of our reporting unit is less than its carrying amount.
Determining the fair value of goodwill is subjective in nature and often involves the use of estimates and assumptions including, without limitation, use of estimates of future prices and volumes for our products, capital needs, economic trends and other factors which are inherently difficult to forecast. If actual results, or the plans and estimates used in future impairment analyses are lower than the original estimates used to assess the recoverability of these assets, we could incur impairment charges in a future period.
 No impairment of goodwill was identified during the years ended December 31, 2021, 2020 or 2019.
Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets.
There were no impairments of our intangible assets during the years ended December 31, 2021, 2020 or 2019.
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value. No indicators of impairment were identified during the years ended December 31, 2021, 2020 or 2019.    
Software Development Costs
Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed. Software development costs associated with internal use software are incurred in three stages of development: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Eligible internal and external costs associated with significant upgrades and enhancements incurred during the application development stage are capitalized as property and equipment. During the years ended December 31, 2021, 2020 or 2019, there were no internal use software development costs capitalized under ASC 350-40, Internal-Use Software.
ASC 350-40 also requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. In accordance with ASC 350-40, (i) capitalized implementation costs are classified in the same balance sheet line item as the amounts prepaid for the related hosting arrangement; (ii) amortization of capitalized implementation costs are presented in the same income statement line item as the service fees for the related hosting arrangement; and (iii) cash flows related to capitalized implementation costs are presented within the same category of cash flow activity as the cash flows for the related hosting arrangement (i.e. operating activity).
As of December 31, 2021 and 2020, the net carrying value of capitalized implementation costs related to hosting arrangements that were incurred during the application development stage were $0.3 million and $0.6 million, respectively. These costs related primarily to the implementation of a new ERP system. These capitalized implementation costs will be amortized over the expected term of the arrangement and are amortized in the same line item on our consolidated statements of operations as the expense for fees for the associated hosting arrangement.
Debt Issuance Costs
The Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense, net over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized debt issuance costs are recorded to Interest expense, net on our consolidated statement of operations. During the year ended December 31, 2019, the Company wrote off debt issuance costs of $2.3 million as a Loss on debt extinguishment on our consolidated statements of operations, as a result of the paydown of our previous credit facility in connection with entering into the Company’s Credit Facility (as hereinafter defined) and discussed in “Note 7. Debt”. In 2021 and 2020, the Company had no write offs of debt issuance costs.
Derivatives
The Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. These interest rate swaps effectively converted the entire balance of the Company's $540 million original principal term loans from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the 7 year term of the debt. ASC 815, Derivatives and Hedging, requires entities to recognize derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company assessed the effectiveness of the hedging relationship under the hypothetical derivative method and noted that all of the critical terms of the hypothetical derivative and hedging instrument were the same. The hedging relationship continues to limit the Company’s exposure to the variability in interest rates under the Company’s term loans and related cash outflows. As such, the Company has deemed this hedging relationship as highly effective in offsetting cash flows attributable to hedged risk (variability in forecasted monthly interest payments) for the term of the term loans and interest rate swap agreements. All derivative financial instruments are recorded at fair value as a net asset or liability on our consolidated balance sheets. The fair value of interest rate swaps included in Interest rate swap liabilities on our consolidated balance sheets as of December 31, 2021 and 2020 was $8.4 million and $30.0 million, respectively.
The change in the fair value of the hedging instruments is recorded in Unrealized gain (loss) on interest rate swaps on our consolidated statements of comprehensive income. Amounts deferred in Unrealized gain (loss) on interest rate swaps in our consolidated statements of comprehensive income will be reclassified to Interest expense, net on our consolidated statements of operations in the period in which the hedged item affects earnings.
Fair Value of Financial Instruments
The Company recognizes financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.
The Company adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, in the first quarter of 2020. Under ASU 2018-13, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public business entities will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.
The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, and long–term debt. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company.
Revenue Recognition
Refer to “Note 13 Revenue Recognition” for a detailed discussion of accounting policies related to revenue recognition, including deferred revenue and deferred commissions.
Cost of Revenue
Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology, and hosting and infrastructure costs related to the delivery of the Company’s products and services.
Customer Relationship Acquisition Costs
Costs associated with the acquisition or origination of customer relationships are capitalized as customer relationship assets as incurred and amortized over the estimated life of the customer relationship. Refer to “Note 13. Revenue Recognition” for further discussion regarding deferred commissions.
Advertising Costs
Advertising costs are expensed in the period incurred. Advertising expenses were $0.9 million, $0.1 million and $0.1 million for the years ended December 31, 2021, 2020 or 2019, respectively. Advertising costs are recorded in Sales and marketing expenses on our consolidated statement of operations.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized.
The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries.
The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions. Interest and penalties are recorded as a component of income tax expense.
Leases
The Company determines if an arrangement is a lease at inception. This determination includes the review of contracts with third parties to identify the existence of potential embedded leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets.
ROU assets represent the Company's right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease ROU asset includes any initial direct costs incurred and is reduced for any tenant incentives. As the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
Stock-Based Compensation
We measure all share-based payments, including grants of options to purchase common stock and the issuance of restricted stock or restricted stock units to employees, service providers and board members, using the fair-value at grant date. We record forfeitures as they occur. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized on our consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period. We value restricted stock and restricted stock units at the closing price of our common stock on the grant date. We value stock option awards using the Black-Scholes option-pricing model. For the years ended December 31, 2021, 2020 and 2019, stock-based compensation awards consisted primarily of restricted stock and restricted stock units.
From time to time, we grant restricted stock units that also include performance or market-based conditions (“PRSUs”). For PRSUs granted with a market condition, we use a Monte Carlo simulation analysis to value the award. Compensation expense for awards with marked-based conditions is recognized over the required service period of the grant based on the grant date fair value of the award and is not subject to fluctuation due to achievement of the underlying market-based condition.
Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the year ended December 31, 2021 and 2020 are as follows. No PRSUs were granted during the year ended December 31, 2019.
Year Ended December 31,
20212020
Expected volatility53.6%45.1%
Risk-free interest rate0.1%1.3%
Remaining performance period (in years)1.351.35
Dividend yield——
Comprehensive Loss
The Company utilizes the guidance in ASC 220, Income Statement—Reporting Comprehensive Income, for the reporting and display of comprehensive loss and its components in the consolidated financial statements. Comprehensive loss consists of net loss, foreign currency translation adjustments for subsidiaries with functional currencies other than the United States dollar (“USD”), unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps. Refer to “Note 12. Stockholders' Equity—Accumulated Other Comprehensive Income (Loss)” for further discussion of the components of accumulated other comprehensive income (loss) for the years ended December 31, 2021, 2020 or 2019.
Foreign Currency Transactions
The functional currency of our foreign subsidiaries are primarily the local currencies. Results of operations for foreign subsidiaries are translated in USD using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into USD using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded as a separate component of the Company’s consolidated statements of stockholders' equity in accumulated other comprehensive loss. Assets and liabilities denominated in currencies other than the functional currency are remeasured using the current exchange rate for monetary accounts and historical exchange rates for non-monetary accounts, with exchange differences on remeasurement included in other expense, net in the accompanying statements of operations. For the years ended December 31, 2021 and 2020 net gains related to remeasurement of foreign currency transactions of $48.6 thousand and $0.2 million, respectively, were recorded in Other expense, net on our consolidated statements of operations. For the year ended December 31, 2019, net losses related to remeasurement of foreign currency transactions of $0.5 million were recorded in Other expense, net on our consolidated statements of operations.
We have foreign currency denominated intercompany loans that were used to fund the acquisition of foreign subsidiaries in 2018 and 2019. Due to the long-term nature of the loans, the foreign currency gains (losses) resulting from remeasurement are recognized as a separate component of the Company’s consolidated statements of stockholders' equity in accumulated other comprehensive loss. During the years ended December 31, 2021, the balances of these intercompany loans were converted to USD. During the years ended December 31, 2021, 2020 and 2019, a translation loss of $0.6 million, gain of $2.3 million, and gain of $2.2 million, respectively, were recognized as a component of accumulated other comprehensive loss in the Company’s statements of stockholders’ equity, related to long-term intercompany loans.
Recent Accounting Pronouncements
Recently issued accounting pronouncements not yet adopted
In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company does not anticipate the adoption of this standard to have a material impact on its consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current GAAP, an acquirer in a business combination is generally required to recognize and measure the assets it acquires and the liabilities it assumes at fair value on the acquisition date. The new guidance will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. These amendments are effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the impact of this standard on our consolidated financial statements.
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Acquisitions
 12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Acquisitions
3. Acquisitions
The Company performs quantitative and qualitative analyses to determine the significance of each acquisition to its consolidated financial statements. As such, the acquisitions below were deemed to be insignificant on an individual and cumulative basis.
2021 Acquisitions
Acquisitions completed during the year ended December 31, 2021 include the following:
•Panviva - On June 24, 2021, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Panviva Pty Ltd, an Australian proprietary company (“Panviva”), a cloud-based enterprise knowledge management solution. Revenues recorded since the acquisition date through December 31, 2021 were approximately $3.9 million.
•BlueVenn - On February 28, 2021 the Company entered into an agreement to purchase the shares comprising the entire issued share capital of BlueVenn Group Limited, a company limited by shares organized and existing under the laws of England and Wales (“BlueVenn”), a cloud-based customer data platform. Revenues recorded since the acquisition date through December 31, 2021 were approximately $12.6 million.
•Second Street - On January 19, 2021, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Second Street Media, Inc., a Missouri corporation (“Second Street”), an audience engagement platform. Revenues recorded since the acquisition date through December 31, 2021 were approximately $10.2 million.
•See “Note 17. Subsequent Events” for discussion of the acquisitions of Objectif Lune Inc. and BA-Insight, Inc., which were completed subsequent to December 31, 2021.
We determined that disclosing the amount of Panviva, BlueVenn and Second Street related earnings included in the consolidated statements of operations is impracticable, as certain operations of Panviva, BlueVenn and Second Street were integrated into the operations of the Company from the date of acquisition.
2020 Acquisitions
The acquisition completed during the year ended December 31, 2020 include the following:
•Localytics - On February 6, 2020, the Company entered into an agreement to purchase the shares comprising the entire issued share capital of Char Software, Inc (dba Localytics), a Delaware corporation (“Localytics”), a provider of mobile app personalization and analytics solutions.
2019 Acquisitions
Acquisitions completed during the year ended December 31, 2019 include the following:
•Postup - On April 18, 2019, the Company completed its purchase of the shares comprising the entire issued share capital of Postup Holdings, LLC, a Texas limited liability company (“Postup”), and Postup Digital, LLC, a Texas limited liability company, an Austin-based company providing email and audience development solutions for publishing & media brands.
•Kapost - On May 24, 2019, the Company completed of its purchase of the shares comprising the entire issued share capital of Daily Inches, Inc., d/b/a Kapost, a Delaware corporation (“Kapost”), a content operations platform provider for sales and marketing.
•Cimpl - On August 21, 2019, the Company completed its purchase of the shares comprising the entire issued share capital of Cimpl, Inc., a Canadian corporation (“Cimpl”), a cloud-based telecom expense management platform.
•InGenius - On October 1, 2019, the Company completed its purchase of the shares comprising the entire issued share capital of InGenius Software Inc., a Canadian corporation (“InGenius”), a Computer Telephony Integration (CTI) solution for enterprise contact centers.
•Altify - On October 4, 2019, the Company’s wholly owned subsidiary, Upland Software UK, a limited company incorporated under the laws of England and Wales, entered into an agreement to purchase the shares comprising the entire issued share capital of Altify Ireland Limited, a private company limited by shares organized and existing under the laws of Ireland (“Altify”), a customer revenue optimization (CRO) cloud solution for sales and the extended revenue teams.
Consideration
The following table summarizes the consideration transferred for the acquisitions described above (in thousands):
PanvivaBlueVennSecond StreetLocalyticsAltifyInGeniusCimplKapostPostup
Cash$19,931 $53,535 $25,436 $67,655 $84,000 $26,428 $23,071 $45,000 $34,825 
Holdback(1)
3,517 2,429 5,000 345 — 3,000 2,600 5,000 175 
Contingent consideration(2)
— 2,535 1,650 1,000 — 4,865 — — — 
Working capital and other adjustments (3)
379 (537)(1,365)(5,238)— — — (601)— 
Total consideration$23,827 $57,962 $30,721 $63,762 $84,000 $34,293 $25,671 $49,399 $35,000 
(1)Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Panviva, Second Street, Localytics, InGenius, Cimpl, Kapost and Postup and 18 months following the closing of BlueVenn.
(2)Represents the acquisition date fair value of anticipated earnout payments which are based on the estimated probability of attainment of the underlying future performance-based conditions at the time of acquisition. The maximum potential payout for the BlueVenn, Second Street, Localytics and InGenius earnouts were $21.7 million, $3.0 million, $1.0 million and $15.0 million, respectively. As of December 31, 2021, the fair value of the earnouts for BlueVenn and Second Street were zero. The earnout for Localytics and InGenius were paid in full during the year ended December 31, 2020 based on an ending fair value of $1.0 million and $4.5 million, respectively. Refer to “Note 4. Fair Value Measurements” for further discussion regarding the calculation of fair value of acquisition related earnouts and subsequent payouts.
(3)Working capital and other adjustments includes a $5.2 million reduction in total consideration for Localytics related to a representation and warranty insurance settlement which is included in Prepaids and other on our consolidated balance sheets as of December 31, 2020 and a $1.4 million reduction in total consideration for Second Street related to an indemnification claim which was charged to Liabilities due to sellers of businesses (Holdback) on our consolidated balance sheets during 2021.
Fair Value of Assets Acquired and Liabilities Assumed
The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting and, accordingly, recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The purchase accounting for the 2021 acquisitions of Panviva are BlueVenn are preliminary as the Company has not finalized the tax impact of these acquisitions. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to complete the purchase accounting for BlueVenn no later than the first quarter of 2022 and no later than the second quarter of 2022 for Panviva.
The following condensed table presents the finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions closed in 2020 and 2021 (in thousands):
PreliminaryFinal
PanvivaBlueVennSecond StreetLocalytics
Year Acquired2021202120212020
Cash$132 $1,115 $— $— 
Accounts receivable2,122 1,289 1,105 3,648 
Other current assets4,985 1,983 89 6,323 
Operating lease right-of-use asset197 1,357 489 7,605 
Property and equipment26 611 156 409 
Customer relationships9,757 18,888 14,600 30,500 
Trade name76 238 200 300 
Technology2,194 4,337 3,400 6,600 
Goodwill16,604 44,646 16,586 33,543 
Other assets33 24 13 6 
Total assets acquired
36,126 74,488 36,638 88,934 
Accounts payable(1,257)(2,772)(230)(2,382)
Accrued expense and other(5,053)(2,164)(378)(6,761)
Deferred tax liabilities(2,395)(3,640)(4,320)(3,382)
Deferred revenue(3,397)(6,593)(500)(4,812)
Operating lease liabilities(197)(1,357)(489)(7,835)
Total liabilities assumed
(12,299)(16,526)(5,917)(25,172)
Total consideration$23,827 $57,962 $30,721 $63,762 
The Company uses third party valuation consultants to determine the fair values of assets acquired and liabilities assumed. Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method. Developed technology and trade names are valued using the relief-from-royalty method.
The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the years ended December 31, 2021 and 2020 (in years):
Useful Life
December 31, 2021December 31, 2020
Customer relationships7.08.0
Trade name2.02.0
Developed technology5.05.0
Total weighted-average useful life6.67.4

During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to management’s estimates and assumptions. The change in the preliminary acquisition-date fair value of assets and liabilities for Localytics during the year ended December 31, 2020 was related primarily to a $0.9 million decrease in deferred tax liabilities. The
change in the preliminary acquisition-date fair value of assets and liabilities for BlueVenn and Panviva during the year ended December 31, 2021 was related primarily to an increase in identified intangible assets. We expect to finalize our analysis of certain tax-related considerations during the first quarter of 2022.
The goodwill of $111.4 million for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition. Goodwill deductible for tax purposes related to the above acquisitions was $2.0 million.
Total transaction costs incurred with respect to acquisition activity in the years ended December 31, 2021, 2020 and 2019 were $6.6 million, $4.3 million and $11.3 million, respectively. These costs are included in Acquisition-related expenses on our consolidated statement of operations.
Other Acquisitions and Divestitures
From time to time we may purchase or sell customer relationships that meet certain criteria. We had no purchase or sale of customer relationships during the year ended December 31, 2021. During the year ended December 31, 2020, we completed customer relationship acquisitions totaling $0.2 million.
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Fair Value Measurements
 12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Fair Value Measurements
4. Fair Value Measurements
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three–tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs, such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, which therefore requires an entity to develop its own assumptions.
As of December 31, 2021 and 2020 the Company had contingent accrued earnout business acquisition consideration liabilities for which fair values are measured as Level 3 instruments. These contingent consideration liabilities were recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted, if necessary. The increases or decreases in the fair value of contingent consideration payable can result from changes in anticipated revenue levels or changes in assumed discount periods and rates. As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3. Any gain (loss) related to subsequent changes in the fair value of contingent consideration is recorded in Acquisition-related expense or Other income (expense), net on our consolidated statements of operations based on management's assessment of the nature of the liability. Earnout consideration liabilities are included in Liabilities due to sellers of businesses on our consolidated balance sheets.
In connection with entering into, and expanding, the Company's credit facility, as discussed further in “Note 7. Debt”, the Company entered into interest rate swaps for the full 7 year term of the Company’s term loans, effectively fixing our interest rate at 5.4% for the full value of the Company’s term loans. The fair value of this swap is measured at the end of each interim reporting period based on the then assessed fair value and adjusted if necessary. As the fair value measure is based on the market approach, they are categorized as Level 2. As of December 31, 2021 and 2020 the fair value of the interest rate swaps are included in Interest rate swap liabilities and Other assets, respectively, on our consolidated balance sheets.

Liabilities measured at fair value on a recurring basis are summarized below (in thousands):
 Fair Value Measurements at December 31, 2021
 Level 1Level 2Level 3Total
Liabilities:
Interest rate swap liability$— $8,409 $— $8,409 
 Fair Value Measurements at December 31, 2020
 Level 1Level 2Level 3Total
Liabilities:
Interest rate swap liability$— $30,032 $— $30,032 
The following table presents additional information about earnout consideration liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value:
December 31,
20212020
Beginning balance$— $4,394 
Remeasurement adjustments:
(Gain) loss included in earnings(4,169)155 
Foreign currency translation adjustments(16)— 
Acquisitions and settlements:
Acquisitions4,185 1,000 
Settlements (1)
— (5,549)
Ending balance$— $— 
(1)The year ended December 31, 2020 includes payments of $1.0 million and $4.5 million for the outstanding balance of earnout liabilities related to the acquisition of Localytics and InGenius, respectively, as described in “Note 3. Acquisitions”.
Sensitivity to Changes in Significant Unobservable Inputs
As presented in the table above, the significant unobservable inputs used in the fair value measurement of contingent consideration related to business acquisitions are forecasts of expected future annual revenues as developed by the Company's management and the probability of achievement of those revenue forecast. Significant increases (decreases) in these unobservable inputs in isolation would likely result in a significantly (lower) higher fair value measurement.
Debt
The Company believes the carrying value of its long-term debt at December 31, 2021 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, before debt discount, at December 31, 2021 and December 31, 2020 are $527.9 million and $533.3 million, respectively, based on valuation methodologies using interest rates currently available to the Company which are Level 2 inputs.
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Goodwill and Other Intangible Assets
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets
5. Goodwill and Other Intangible Assets
Changes in the Company’s goodwill balance for each of the two years in the period ended December 31, 2021 are summarized in the table below (in thousands):
Goodwill Adjustments
Balance at December 31, 2019$346,134 
Acquired in business combinations39,646 
Adjustment related to prior year business combinations (1)
(996)
Adjustment related to finalization of business combinations(6,103)
Foreign currency translation adjustment4,917 
Balance at December 31, 2020$383,598 
Acquired in business combinations85,102 
Adjustment related to finalization of current year business combinations(7,266)
Foreign currency translation adjustment(3,962)
Balance at December 31, 2021$457,472 
(1)Related to changes in the ASC 805 valuation of intangible assets in the prior year business combination of Altify.
Intangible assets, net, include the estimated acquisition-date fair values of customer relationships, marketing-related assets and developed technology that the Company recorded as part of its business acquisitions purchases and from acquisitions of customer relationships. The following is a summary of the Company’s Intangible assets, net (in thousands):
Estimated Useful
Life (Years)		Gross
Carrying Amount		Accumulated
Amortization		Net Carrying
Amount
December 31, 2021
Customer relationships
1-10
$358,943 $126,329 $232,614 
Trade name
1.5-10
9,714 5,752 3,962 
Developed technology
4-9
88,548 45,204 43,344 
Non-compete agreements
3
$1,148 $1,148 $— 
Total intangible assets$458,353 $178,433 $279,920 
Estimated Useful
Life (Years)		Gross
Carrying Amount		Accumulated
Amortization		Net Carrying
Amount
December 31, 2020
Customer relationships
1-10
$318,941 $89,131 $229,810 
Trade name
1.5-10
9,283 4,763 4,520 
Developed technology
4-9
79,382 33,929 45,453 
Non-compete agreements
3
1,148 956 192 
Total intangible assets$408,754 $128,779 $279,975 
The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life. During the years ended December 31, 2021 and 2020, the Company considered the current market environment and economic conditions arising from the ongoing COVID-19 pandemic as a potential indicator of impairment of its intangible assets and goodwill. During the fourth quarter of 2019, management made the decision to sunset and divest certain minor non-strategic customer contracts and related website management and analytics assets. The remaining useful life of certain customer relationship assets included in the sunset asset group were reduced by 1 year to 2.5 years which represents the term left on the current active contracts. Management has determined there have been no other changes in the useful life during the years ended December 31, 2021, 2020, and 2019. No impairment was recorded during the years ended December 31, 2021, 2020 and 2019. Total amortization expense was $50.9 million, $44.9 million, and $32.4 million during the years ended December 31, 2021, 2020 and 2019, respectively.
As of December 31, 2021, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands):
Year ending December 31:Amortization
Expense
2022$49,288 
202346,944 
202444,593 
202541,318 
202638,693 
Thereafter59,084 
Total$279,920 
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Income Taxes
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Income Taxes
6. Income Taxes
The Company's loss from continuing operations before income taxes for the year ended December 31, was as follows (in thousands):
Year Ended December 31,
202120202019
Loss before provision for income taxes:
United States$(53,981)$(43,851)$(41,237)
Foreign(12,575)(11,602)(10,939)
$(66,556)$(55,453)$(52,176)
The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands):
Year Ended December 31,
202120202019
Current
Federal$— $— $(10)
State363 402 395 
Foreign2,349 2,449 1,989 
Total Current$2,712 $2,851 $2,374 
Deferred
Federal$(5,180)$(2,275)$(5,139)
State(1,033)(137)(103)
Foreign(4,843)(4,673)(3,937)
Total Deferred(11,056)(7,085)(9,179)
(Benefit from) provision for income taxes$(8,344)$(4,234)$(6,805)
As of December 31, 2021 the Company had total net operating loss carryforwards of approximately $365.8 million consisting of $327.3 million and $38.5 million related to the U.S federal and foreign net operating loss carryforwards, respectively. In addition, as of December 31, 2021, the Company had research and development credit carryforwards of approximately $4.4 million. The U.S. federal net operating loss and credit carryforwards will expire beginning in 2022, if not utilized. Utilization of the U.S. federal net operating losses and tax credits may be subject to substantial annual limitation due to the “change of ownership” provisions of the Internal Revenue Code of 1986. The annual limitation will result in the expiration of approximately $155.0 million of U.S. federal net operating losses and $4.4 million of credit carryforwards before utilization. The U.S. federal net operating loss and credit carryforwards will expire beginning in 2022, if not utilized, with $36.6 million of net operating losses carrying forward indefinitely. The entirety of the $38.5 million of the foreign net operating loss carryforwards carry forward indefinitely.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred taxes as of December 31 are as follows (in thousands):
Year Ended December 31,
202120202019
Deferred tax assets:
Accrued expenses and allowances$2,197 $2,095 $2,616 
Deferred revenue536 613 28 
Stock compensation1,558 1,151 1,157 
Net operating loss and tax credit carryforwards53,388 53,157 45,716 
Disallowed interest expense carryforwards15,654 11,599 6,692 
Capital expenses321 286 192 
Tax credit carryforwards— 600 991 
Lease liability2,340 3,054 2,177 
Unrealized losses1,974 7,617 — 
Other638 658 696 
Valuation allowance for noncurrent deferred tax assets(28,627)(35,701)(21,179)
Net deferred tax assets$49,979 $45,129 $39,086 
Deferred tax liabilities:
Prepaid expenses$(272)$(260)$(210)
Intangible assets(59,092)(56,541)(53,737)
Goodwill(6,570)(5,954)(5,187)
Tax credit carryforwards(99)— — 
Right of use asset(1,330)(2,597)(2,135)
Unrealized gains— — (1,184)
Deferred commissions(5,409)(3,869)(2,318)
Net deferred tax liabilities$(72,772)$(69,221)$(64,771)
Net deferred taxes$(22,793)$(24,092)$(25,685)
Due to the uncertainty surrounding the timing of realizing the benefits of its domestic favorable tax attributes in future tax returns, the Company has placed a valuation allowance against its domestic net deferred tax assets, exclusive of goodwill. During the years ended December 31, 2021 and 2020, the valuation allowance decreased by approximately $7.1 million and increased by approximately $14.5 million, respectively. The valuation allowance for the year ended December 31, 2021 decreased by approximately $5.7 million due to the tax effect of items recorded in other comprehensive income and approximately $6.4 million due to acquired net deferred tax liabilities as a result of domestic business combinations, which was recorded as an income tax benefit, which is partially offset with the remaining increase of approximately $5.0 million related primarily to current operations. The valuation allowance for the year ended December 31, 2020 increased by approximately $10.7 million due to the tax effect of items recorded in other comprehensive income and decreased approximately $2.4 million due to acquired net deferred tax liabilities as a result of domestic business combinations, which was recorded as an income tax benefit, with the remaining increase of approximately $6.2 million related to primarily current operations.
At December 31, 2021, we did not provide deferred income taxes on temporary differences resulting from earnings of certain foreign subsidiaries which are indefinitely reinvested. The reversal of these temporary differences could result in additional tax; however, it is not practicable to estimate the amount of any unrecognized deferred income tax liabilities at this time. Deferred income taxes are provided as necessary with respect to earnings that are not indefinitely reinvested.
The Company’s provision for income taxes differs from the expected tax expense (benefit) computed by applying the statutory federal income tax rate to income before taxes due to the following:
Year Ended December 31,
 202120202019
Federal statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal benefit1.5 %1.6 %2.7 %
Tax credits0.6 %(0.1)%1.4 %
Effect of foreign operations(0.6)%(1.1)%(1.0)%
Stock compensation(5.4)%(0.3)%4.1 %
Disallowed excess executive compensation (5.3)%(4.0)%(2.1)%
Permanent items and other0.1 %(0.7)%(2.3)%
Change in valuation allowance1.1 %(8.8)%(10.8)%
Change in tax rates(2.6)%— %— %
Australia tax basis uplift2.1 %— %— %
12.5 %7.6 %13.0 %
Under ASC 740-10, Income Taxes - Overall, the Company periodically reviews the uncertainties and judgments related to the application of complex income tax regulations to determine income tax liabilities in several jurisdictions. The Company uses a “more likely than not” criterion for recognizing an asset for unrecognized income tax benefits or a liability for uncertain tax positions. The Company has determined it has the following unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2021. It is reasonably possible that a reduction of $0.8 million of unrecognized tax benefits may occur within the next 12 months due to the expiration of statutes of limitation, affecting our income tax provision and therefore benefit the resulting effective tax rate. The actual amount could very depending on any actual settlement prior to the expiration of statutes of limitation. To the extent the Company is required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability, (in thousands).

Balance at December 31, 2019$689 
Additional based on tax positions related to the current year— 
Additions for tax positions of prior years— 
Reductions for tax positions of prior years(79)
Settlements— 
Balance at December 31, 2020$610 
Additional based on tax positions related to the current year— 
Additions for tax positions of prior years162 
Reductions for tax positions of prior years— 
Settlements— 
Balance at December 31, 2021$772 
If the Company were to recognize unrecognized tax benefits as of December 31, 2021, $0.8 million would impact the effective tax rate. The Company’s assessment of its unrecognized tax benefits is subject to change as a function of the Company’s financial statement audit.
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2021, the Company had accrued $0.4 million of interest or penalties related to uncertain tax positions, none of which is expected to reverse in the next 12 months.
The Company and its subsidiaries file tax returns in the U.S. federal jurisdiction and in several state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years ending before December 31, 2017 and is no longer subject to state and local or foreign income tax examinations by tax authorities for years ending before December 31, 2016.  The Company is not currently under audit for federal, state or any foreign jurisdictions. US operating losses generated in years prior to 2017 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized.
v3.22.0.1
Debt
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt
7. Debt
Long-term debt consisted of the following at December 31, 2021 and December 31, 2020 (in thousands):
December 31,
20212020
Senior secured loans (includes unamortized discount of $9,520 and $11,648 based on an imputed interest rate of 5.8% and 5.8%, at December 31, 2021 and December 31, 2020, respectively)
$518,330 $521,603 
Less current maturities(3,167)(3,166)
Total long-term debt$515,163 $518,437 
Credit Facility
On August 6, 2019, the Company entered into a credit agreement (the “Credit Facility”) which provides for (i) a fully-drawn $350 million, 7 year, senior secured term loan B facility (the “Term Loan”) and (ii) a $60 million, 5 year, revolving credit facility (the “Revolver”) that was fully available as of December 31, 2021. The Credit Facility replaced the Company's previous credit facility. All outstanding balances under our previous credit facility were paid off using proceeds from our Credit Facility.
On November 26, 2019 (the “Closing Date”), the Company entered into a First Incremental Assumption Agreement (the “Incremental Assumption Agreement”) which provides for a term loan facility to be established under the Credit Facility in an aggregate principal amount of $190.0 million (the “2019 Incremental Term Loan”), which is in addition to the existing $350 million term loans outstanding under the Credit Facility and the $60 million Revolver under the Credit Facility.
Payment terms
The Term Loans (including the 2019 Incremental Term Loan) are repayable on a quarterly basis beginning on December 31, 2019 by an amount equal to 0.25% (1.00% per annum) of the aggregate principal amount of such loan. Any amount remaining unpaid is due and payable in full on August 6, 2026 (the “Term Loan Maturity Date”).
At the option of the Company, the Term Loans (including the 2019 Incremental Term Loan) accrue interest at a per annum rate based on (i) the Base Rate plus a margin of 2.75% or (ii) the rate (not less than 0.00%) for Eurodollar deposits quoted on the LIBOR01 or LIBOR02 pages on the Reuters Screen, or as otherwise determined in accordance with the Credit Facility (based on a period equal to 1, 2, 3 or 6 months or, if available and agreed to by all relevant Lenders and the Agent, 12 months or such period of less than 1 month) plus a margin of 3.75%. The Base Rate for any day is a rate per annum equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds effective rate (not less than 0.00%) in effect on such day plus ½ of 1.00%, and (ii) the Eurodollar rate for a one month interest period beginning on such day plus 1.00%.
Accrued interest on the loans will be paid quarterly or, with respect to loans that are accruing interest based on the Eurodollar rate, at the end of the applicable interest rate period.
Interest rate swaps
On August 6, 2019, the Company entered into an interest rate hedge instrument for the full 7 year term, effectively fixing our interest rate at 5.4% for the Term Loan. In addition, on November 26, 2019, the Company entered into interest rate swap agreements to hedge the interest rate risk associated with the Company’s floating rate obligations under the 2019 Incremental Term Loan. These interest rate swaps fix the Company's interest rate (including the hedge premium) at 5.4% for the term of the Credit Facility. The interest rate associated with our new $60 million, 5 year, Revolver remains floating.
The interest rate swap has been designated as a cash flow hedge and is valued using a market approach, which is a Level 2 valuation technique. At December 31, 2021, the fair value of the interest rate swap was a $8.4 million liability as a result of a increase in short term interest rates from 2020 to 2021. In the next twelve months, the Company estimates that $1.9 million will be reclassified from Accumulated other comprehensive income (loss) to Interest expense, net on our consolidated statement of operations.
Year Ended December 31
202120202019
Unrealized gain (loss) recognized in Other comprehensive income on interest rate swaps$21,623 $(32,455)$2,424 
Gain (loss) on interest rate swap (included in Interest expense, net on our consolidated statement of operations)$(8,250)$(5,500)$484 
Revolver
Loans under the Revolver are available up to $60 million, of which none is currently outstanding. The Revolver provides a sub facility whereby the Company may request letters of credit (the “Letters of Credit”) in an aggregate amount not to exceed, at any one time outstanding, $10.0 million for the Company. The aggregate amount of outstanding Letters of Credit are reserved against the credit availability under the Maximum Revolver Amount. The Company incurs a 0.50% per annum unused line fee on the unborrowed balance of the Revolver which is paid quarterly.
Loans under the Revolver may be borrowed, repaid and reborrowed until August 6, 2024 (the “Maturity Date”), at which time all amounts borrowed under the Revolver must be repaid. As of December 31, 2021, the Company had no borrowings outstanding under the Revolver or related sub facility.
Covenants
The Credit Facility contains customary affirmative and negative covenants. The negative covenants limit the ability of the Loan Parties to, among other things (in each case subject to customary exceptions for a credit facility of this size and type):
•Incur additional indebtedness or guarantee indebtedness of others;
•Create liens on our assets;
•Make investments, including certain acquisitions;
•Enter into mergers or consolidations;
•Dispose of assets;
•Pay dividends and make other distributions on the Company’s capital stock, and redeem and repurchase the Company’s capital stock;
•Enter into transactions with affiliates; and
•Prepay indebtedness or make changes to certain agreements.

The Credit Facility has no financial covenants as long as less than 35% of the Revolver is drawn as of the last day of any fiscal quarter. If 35% of the Revolver is drawn as of the last day of a given fiscal quarter, the Company will be required to maintain a Total Leverage Ratio (the ratio of funded indebtedness as of such date less the amount of unrestricted cash and cash equivalents of the Company and its guarantors in an amount not to exceed $50.0 million, to Adjusted EBITDA (calculated on a pro forma basis including giving effect to any acquisition)), measured on a quarter-end basis for each four consecutive fiscal quarters then ended, of not greater than 6.00 to 1.00.
The Credit Facility contains customary events of default subject to customary cure periods for certain defaults that include, among others, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness, change in control, bankruptcy and insolvency defaults and material judgment defaults. The occurrence of an event of default could result in the acceleration of Term Loans and Revolver and a right by the agent and lenders to exercise remedies. At the election of the lenders, a default interest rate shall apply on all obligations during an event of default, at a rate per annum equal to 2.00% above the applicable interest rate. The Term Loan and Revolver are secured by substantially all of the Company's assets. As of December 31, 2021 the Company was in compliance with all covenants under the Credit Facility.
Cash interest costs averaged 5.4% for both the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had $9.5 million of unamortized debt issuance costs associated with the Credit Facility. These issuance costs will be amortized to Interest expense, net on our consolidated statement of operations, over the term of the Credit Facility. During the year ended December 31, 2019, the Company wrote off debt issuance costs of $2.3 million as a Loss on debt extinguishment on our consolidated statement of operations, as a result of the paydown of our previous credit facility. During the years ended December 31, 2021 and 2020, the Company had no write offs of debt issuance costs.
Debt Maturities
Under the terms of the Credit Facility, future debt maturities of long-term debt excluding debt discounts at December 31, 2021 are as follows, (in thousands):        
Year ending December 31:
2022$5,400 
20235,400 
20245,400 
20255,400 
2026506,250 
Thereafter— 
$527,850 
Less unamortized discount9,520 
Total debt outstanding, net of discount$518,330 
v3.22.0.1
Net Loss Per Share
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Net Loss Per Share
8. Net Loss Per Share
The following table sets for the computations of loss per share:
Year Ended December 31,
 (In thousands, except share and per share amounts)202120202019
Numerators:
Net loss
$(58,212)$(51,219)$(45,371)
Denominator:
Weighted–average common shares outstanding, basic and diluted30,295,769 26,632,116 23,099,549 
Net loss per common share, basic and diluted
$(1.92)$(1.92)$(1.96)
Due to the net losses incurred for the years ended December 31, 2021, 2020 and 2019, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. The following table sets forth the anti-dilutive common share equivalents excluded from the weighted-average shares used to calculate diluted net loss per common share:
 Year Ended December 31,
 202120202019
Stock options227,605 264,002 329,698 
Restricted stock awards— 34,508 371,217 
Restricted stock units1,379,747 1,261,290 790,807 
Performance restricted stock units63,537 66,297 — 
Total anti–dilutive common share equivalents1,670,889 1,626,097 1,491,722 
v3.22.0.1
Leases
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Leases
9. Leases
Operating Leases
The Company leases office space under operating leases that expire between 2022 and 2027. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis.
Finance Leases
The current and long-term portion of finance lease obligations are included in Accrued expenses and other current liabilities and Other long-term liabilities line items on the consolidated balance sheet, respectively. As of December 31, 2021, the Company no longer had any finance lease agreements. At December 31, 2020, the Company's finance lease agreements were generally for four years and contained a bargain purchase option at the end of the lease term.
Lease Expense
Total office rent expense for the years ended December 31, 2021, 2020 and 2019 were approximately $6.2 million, $5.9 million and $2.9 million, respectively. The $6.2 million office rent expense in 2021 includes approximately $4.4 million of transformation charges in conjunction with the closures of the Panviva, BlueVenn, Second Street and Localytics offices as we continue to consolidate and integrate these acquisitions. The $5.9 million office rent expense in 2020 includes approximately $3.6 million of transformation charges in conjunction with the closures of the Localytics, Kapost and Altify offices as we continue to consolidate and integrate these acquisitions.
The Company has entered into sublease agreements related to excess office space as a result of the Company's transformation activities related to its acquisitions. The Company’s current sublease agreements terminate in 2027. For the years ended December 31, 2021, 2020 and 2019, the Company recognized rental income on subleases, as offsets to rental expense, of $1.1 million , $0.8 million and $0.5 million, respectively. Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $2.9 million related to these subleases as of December 31, 2021.
The components of lease expense were as follows (in thousands):
 Year Ended December 31,
20212020
Operating lease cost$7,279 6,681 
Finance lease costs:
Amortization of right-of-use assets
29 139 
Interest on lease liabilities
— 10 
Sublease income(1,068)(798)
Total lease expense$6,240 6,032 
Other information about lease amounts recognized on our consolidated financial statements is summarized as follows:
 Year Ended December 31,
20212020
Cash paid for amounts included in the measurement of lease liabilities (in thousands):
Operating cash flows from operating leases
$4,111 $4,160 
Operating cash flows from finance leases
$— $10 
Financing cash flows from finance leases
$12 $88 
Right-of-use assets obtained in exchange for lease obligations (in thousands):
Operating leases
$2,748 $8,915 
Weighted average remaining lease term (in years):
Operating leases
3.64.1
Finance leases
0.02.6
Weighted average discount rate
Operating leases
5.4 %5.6 %
Finance leases
— %5.1 %
As of December 31, 2021, the Company no longer had any finance lease agreements. Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):
Operating
Leases
2022$4,060 
20233,270 
20242,219 
20251,485 
2026945 
Thereafter44 
Total minimum lease payments12,023 
Less amount representing interest(1,704)
Present value of lease liabilities$10,319 
Operating lease liabilities, current3,546 
Operating lease liabilities, noncurrent6,773 
Total lease liabilities$10,319 
Leases
9. Leases
Operating Leases
The Company leases office space under operating leases that expire between 2022 and 2027. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis.
Finance Leases
The current and long-term portion of finance lease obligations are included in Accrued expenses and other current liabilities and Other long-term liabilities line items on the consolidated balance sheet, respectively. As of December 31, 2021, the Company no longer had any finance lease agreements. At December 31, 2020, the Company's finance lease agreements were generally for four years and contained a bargain purchase option at the end of the lease term.
Lease Expense
Total office rent expense for the years ended December 31, 2021, 2020 and 2019 were approximately $6.2 million, $5.9 million and $2.9 million, respectively. The $6.2 million office rent expense in 2021 includes approximately $4.4 million of transformation charges in conjunction with the closures of the Panviva, BlueVenn, Second Street and Localytics offices as we continue to consolidate and integrate these acquisitions. The $5.9 million office rent expense in 2020 includes approximately $3.6 million of transformation charges in conjunction with the closures of the Localytics, Kapost and Altify offices as we continue to consolidate and integrate these acquisitions.
The Company has entered into sublease agreements related to excess office space as a result of the Company's transformation activities related to its acquisitions. The Company’s current sublease agreements terminate in 2027. For the years ended December 31, 2021, 2020 and 2019, the Company recognized rental income on subleases, as offsets to rental expense, of $1.1 million , $0.8 million and $0.5 million, respectively. Operating lease obligations in the future minimum payments table below do not include the impact of future rental income of $2.9 million related to these subleases as of December 31, 2021.
The components of lease expense were as follows (in thousands):
 Year Ended December 31,
20212020
Operating lease cost$7,279 6,681 
Finance lease costs:
Amortization of right-of-use assets
29 139 
Interest on lease liabilities
— 10 
Sublease income(1,068)(798)
Total lease expense$6,240 6,032 
Other information about lease amounts recognized on our consolidated financial statements is summarized as follows:
 Year Ended December 31,
20212020
Cash paid for amounts included in the measurement of lease liabilities (in thousands):
Operating cash flows from operating leases
$4,111 $4,160 
Operating cash flows from finance leases
$— $10 
Financing cash flows from finance leases
$12 $88 
Right-of-use assets obtained in exchange for lease obligations (in thousands):
Operating leases
$2,748 $8,915 
Weighted average remaining lease term (in years):
Operating leases
3.64.1
Finance leases
0.02.6
Weighted average discount rate
Operating leases
5.4 %5.6 %
Finance leases
— %5.1 %
As of December 31, 2021, the Company no longer had any finance lease agreements. Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):
Operating
Leases
2022$4,060 
20233,270 
20242,219 
20251,485 
2026945 
Thereafter44 
Total minimum lease payments12,023 
Less amount representing interest(1,704)
Present value of lease liabilities$10,319 
Operating lease liabilities, current3,546 
Operating lease liabilities, noncurrent6,773 
Total lease liabilities$10,319 
v3.22.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
10. Commitments and Contingencies
Purchase Commitments
The Company has purchase commitments related to hosting services, third-party technology used in the Company's solutions and for other services the Company purchases as part of normal operations. In certain cases these arrangements require a minimum annual purchase commitment.
Future minimum payments for purchase commitments are as follows (in thousands):
YearPurchase Commitments
2022$22,771 
202312,256 
202411,379 
20256,694 
2026— 
Thereafter— 
Total minimum payments$53,100 
Litigation
In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. As of December 31, 2021, the Company is not involved in any current or pending legal proceedings, and does not anticipate any legal proceedings, that may have a material adverse effect on its consolidated financial position or results of operations.
In addition, when we acquire companies, we require that the sellers provide industry standard indemnification for breaches of representations and warranties contained in the acquisition agreement and we will withhold payment of a portion of the purchase price for a period of time in order to satisfy any claims that we may make for indemnification. In certain transactions, we agree with the sellers to purchase a representation and warranty insurance policy that will pay such claims for indemnification. From time to time we may have one or more claims for indemnification pending. Similarly, we may have one or more ongoing negotiations related to the amount of an earnout. Gain contingencies related to indemnification claims are not recognized on our consolidated financial statements until realized.
v3.22.0.1
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net
11. Property and Equipment, Net
Property and equipment consisted of the following (in thousands) at:
December 31,
20212020
Equipment$15,327 $13,515 
Furniture and fixtures 668 645 
Leasehold improvements1,766 1,751 
Accumulated depreciation(15,094)(13,133)
Property and equipment, net$2,667 $2,778 
Amortization of assets recorded under financing leases is included with depreciation expense. Depreciation and amortization expense on Property and equipment, net was $2.0 million, $2.2 million and $2.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. During 2020 we recognized a $0.6 million loss on disposal of assets related primarily to leasehold improvements associated with the consolidation and integration of prior year acquisitions.The Company recorded no impairment of property and equipment and recorded no losses on the disposal of property and equipment during the years ended December 31, 2021 and 2019.
v3.22.0.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Stockholders' Equity
12. Stockholders' Equity
Common and Preferred Stock
Our certificate of incorporation authorizes shares of stock as follows: 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. The common and preferred stock has a par value of $0.0001 per share. No shares of preferred stock are issued or outstanding.
Each share of common stock is entitled to one vote at all meetings of stockholders. The number of authorized shares of common stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Company representing a majority of the votes represented by all outstanding shares of capital stock of the Company entitled to vote. The holders of common stock are also entitled to receive dividends, when, if and as declared by our board of directors, whenever funds are legally available therefore, subject to the priority rights of any outstanding preferred stock.
Registration Statement
On August 10, 2020, the Company filed a registration statement on Form S-3 (File No. 333-243728) (the “2020 S-3”), which became effective automatically upon its filing and covers an unlimited amount of securities. The 2020 S-3 will remain effective through August 2023. On August 14, 2020, we completed a registered underwritten public offering pursuant to the 2020 S-3 of 3,500,000 shares of the Company's $0.0001 par value common stock for an offering price to the public of $34.00 per share. In addition, on August 27, 2020 we closed the sale of an additional 525,000 shares issuable pursuant to a fully exercised option to purchase additional shares granted to the underwriters of the offering. The total net proceeds of the offering, including shares issued pursuant to the fully exercised option, of $130.1 million, net of issuance costs of $6.8 million, will be used for general business purposes, including the funding of future acquisitions. There are no open outstanding security offerings at this time.
Accumulated Other Comprehensive Income (Loss)
Comprehensive income (loss) consists of two elements, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) items are recorded in the stockholders’ equity section on our consolidated balance sheets and excluded from net income (loss). Other comprehensive income (loss) consists primarily of foreign currency translation adjustments for subsidiaries with functional currencies other than the USD, unrealized translation gains (losses) on intercompany loans with foreign subsidiaries, and unrealized gains (losses) on interest rate swaps.
The following table shows the components of accumulated other comprehensive loss, net of income taxes, (“AOCI”) in the stockholders’ equity section on our consolidated balance sheets at the dates indicated (in thousands):
December 31,
20212020
Other comprehensive loss
Foreign currency translation adjustment$(5,657)$644 
Unrealized translation gain on intercompany loans with foreign subsidiaries2,552 3,154 
Unrealized loss on interest rate swaps(8,409)(30,032)
Total accumulated other comprehensive loss$(11,514)$(26,234)
The Unrealized translation gain on intercompany loans with foreign subsidiaries as of December 31, 2021 is net of unrealized income tax expense of $1.9 million. The income tax expense (benefit) allocated to each component of other comprehensive income (loss) for all other periods and components was not material.
The functional currency of our foreign subsidiaries are the local currencies. Results of operations for foreign subsidiaries are translated in USD using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into USD using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders' equity in accumulated other comprehensive loss.
The Company had foreign currency denominated intercompany loans that were used to fund the acquisitions of foreign subsidiaries. As of April 1, 2020 the Company amended the loan agreements to be denominated in USD. Due to the long-term nature of the loans, the unrealized translation gains (losses) resulting from re-measurement are recognized as a component of accumulated other comprehensive income (loss).
Stock Compensation Plans
The Company maintains two stock-based compensation plans, the 2010 Stock Option Plan (the “2010 Plan”) and the 2014 Stock Option Plan (the “2014 Plan”), which are described below.
2010 Plan
At December 31, 2021, there were 69,701 options outstanding under the 2010 Plan. Following the effectiveness of the Company’s 2014 Plan in November 2014, no further awards have been made under the 2010 Plan, although each option previously granted under the 2010 Plan will remain outstanding subject to its terms. Any such shares of common stock that are subject to awards under the 2010 Plan which are forfeited or lapse unexercised and would otherwise have been returned to the share reserve under the 2010 Plan instead will be available for issuance under the 2014 Plan.
2014 Plan
In November 2014, the Company adopted the 2014 Plan, providing for the granting of incentive stock options, as defined by the Internal Revenue Code, to employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to employees, directors and consultants. The 2014 Plan also provides for the automatic grant of option awards to our non-employee directors. As of December 31, 2021, there were 157,904 options outstanding under the 2014 Plan, and shares of common stock reserved for issuance under the 2014 Plan consist of 599,639 shares. In addition, the number of shares available for issuance under the 2014 Plan will be increased annually in an amount equal to the least of (i) 4% of the outstanding Shares on the last day of the immediately preceding Fiscal Year or (ii) such number of Shares determined by the Board. At December 31, 2021, there were 1,379,747 restricted stock units and 63,537 performance based restricted stock units outstanding under the 2014 Plan.
Under both the 2010 Plan and 2014 Plan, options granted to date generally vest over a three or four year period, with a maximum term of ten years. The Company also grants restricted stock awards (“RSAs”) which generally vest annually over a three or four year period. Shares issued upon any stock option exercise and restricted under the 2010 Plan or 2014 Plan will be issued from the Company's authorized but unissued shares.    
Share-based Compensation
The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands):
Year Ended December 31,
202120202019
Cost of revenue$2,088 $1,951 $1,000 
Research and development3,085 3,391 2,310 
Sales and marketing5,957 3,450 1,543 
General and administrative (1)
42,743 32,900 20,901 
Total$53,873 $41,692 $25,754 
(1)In March 2021 our former co-President and Chief Operating Officer (“COO”) resigned from his positions and entered into an advisory agreement with the Company pursuant to which he will serve as a strategic advisor to the Company through December 31, 2022. Stock-based compensation for the twelve months ended December 31, 2021 includes $6.3 million related to the acceleration and deemed modification of the unvested portion of grants held by our former COO at the time of transition, even though these shares continue to vest over their existing vesting schedule through 2022. In accordance with ASC 718, Compensation—Stock Compensation, the fair value of these awards were modified and all related expense accelerated on the date of modification as a result of the reduction in required service.
Our income tax benefits recognized from stock-based compensation arrangements in each of the periods presented were immaterial due to cumulative losses and valuation allowances.

Restricted Stock Units
During the year ended December 31, 2021 the Company granted restricted stock units under its 2014 Stock Incentive Plan, in lieu of restricted stock awards, primarily for stock plan administrative purposes. Restricted stock unit activity during the year ended December 31, 2021 is as follows:
Number of
Restricted Stock Units Outstanding		Weighted-Average Grant Date Fair Value
Unvested balances at December 31, 20201,261,290 $39.92 
Units granted1,249,066 47.33 
Units vested(981,812)42.09 
Awards forfeited(148,797)43.60 
Unvested balances at December 31, 20211,379,747 $44.69 
The total fair value of restricted stock units vested during the years ended December 31, 2021, 2020 and 2019 was approximately $28.2 million, $31.0 million and $10.6 million , respectively. As of December 31, 2021, $55.2 million of unrecognized compensation cost related to unvested restricted stock awards and restricted stock units (including performance based awards) is expected to be recognized over a weighted-average period of 1.7 years.
Performance Based Restricted Stock Units
In 2020 and 2021, 50% of the awards made to our Chief Executive Officer were performance based restricted stock units ("PRSUs"). The PRSU agreements provide that the quantity of units subject to vesting may range from 0% to 300% of the units granted per the table below based on the Company's absolute total shareholder return at the end of the eighteen month performance period for each award. Units granted per the table below are based on a 100% target payout. Compensation expense is recognized over the required service period of the grant and is determined based on the grant date fair value of the award and is not subject to fluctuation due to achievement of the underlying market-based target.
PRSU activity during the year ended December 31, 2021 is as follows:
Number of
PRSUs Outstanding		Weighted-Average Grant Date Fair Value
Unvested balances at December 31, 202066,297 $79.72 
Units granted63,537 84.87 
Incremental PRSUs (1)
69,048 
Units vested(135,345)79.72 
Unvested balances at December 31, 202163,537 $84.87 
(1)Represents incremental PRSUs earned and vested during the period based on absolute shareholder return achievement over 100% of target during the performance period.
The total fair value of PRSUs vested during the years ended December 31, 2021, 2020 and 2019 was $5.6 million, $0.0 million and $0.0 million, respectively.
Restricted Stock Awards
Restricted stock activity during the year ended December 31, 2021 is as follows:
Number of
Restricted Shares
Outstanding		Weighted-Average Grant Date Fair Value
Unvested balances at December 31, 202034,508 $30.13 
Awards granted— $— 
Awards vested(34,508)$30.13 
Awards forfeited— $— 
Unvested balances at December 31, 2021— $— 
The total fair value of restricted stock awards vested during the years ended December 31, 2021, 2020 and 2019 was approximately $1.4 million, $11.7 million and $24.7 million, respectively.
Stock Option Activity
Stock option activity during the year ended December 31, 2021 is as follows:
Number of
Options
Outstanding		Weighted–
Average
Exercise
Price		Weighted–
Average
Remaining
Contractual Term (in Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2020264,002 $8.93 
Options granted— — 
Options exercised35,983 7.62 
Options forfeited— — 
Options expired414 1.56 
Outstanding at December 31, 2021227,605 $9.15 3.4$2,185 
Options vested and expected to vest at December 31, 2021227,605 $9.15 3.4$2,185 
Options vested and exercisable at December 31, 2021227,605 $9.15 3.4$2,185 
The aggregate intrinsic value of options exercised at December 31, 2021, 2020 and 2019, was approximately $1.1 million, $2.3 million and $2.8 million , respectively. The total fair value of options vested during the years ended December 31, 2021, 2020 and 2019 was approximately $0.0 million, $0.0 million and $0.0 million , respectively.
As of December 31, 2021, there was no remaining unrecognized compensation cost related to stock options .The Company received approximately $0.3 million in cash from option exercises under the respective Plans in 2021. The Company issued shares from amounts reserved under the respective Plans upon the exercise of these stock options. The Company does not currently expect to repurchase shares from any source to satisfy such obligation under any of the Company’s stock option Plans.
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Revenue Recognition
 12 Months Ended
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]  
Revenue Recognition
13. Revenue Recognition
Revenue Recognition Policy
Revenues are recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when made available to the customers. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenues are recognized net of sales credits and allowances. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.
Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers:
•Identification of the contract with a customer
•Identification of the performance obligations in the contract
•Determination of the transaction price
•Allocation of the transaction price to the performance obligations in the contract
•Recognition of revenue when, or as, the Company satisfies a performance obligation
Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenue within a single operating segment.
Subscription and Support Revenue
The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer. As our customers have access to use our solutions over the term of the contract agreement we believe this method of revenue recognition provides a faithful depiction of the transfer of services provided. Our subscription contracts are generally 1 to 3 years in length. Amounts that have been invoiced are recorded in accounts receivable and deferred revenue or subscription and support revenue, depending on whether the revenue recognition criteria have been met. Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as subscription and support revenue at the end of each month and is invoiced concurrently. Subscription and support revenue includes revenue related to the Company’s digital engagement application which provides short code connectivity for its two-way short message service (“SMS”) programs and campaigns. As discussed further in the “—Principal vs. Agent Considerations” section below, the Company recognizes revenue related to these messaging-related subscription contracts on a gross basis.
Perpetual License Revenue
The Company also records revenue from the sales of proprietary software products under perpetual licenses. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. The Company’s products do not require significant customization.
Professional Services Revenue
Professional services provided with subscription and support licenses and perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenue from professional services are recognized over time as such services are performed. Revenue for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenue for consumption-based services are generally recognized as the services are performed.
Significant Judgments
Performance Obligations and Standalone Selling Price
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company has contracts with customers that often include multiple performance obligations, usually including professional services sold with either individual or multiple subscriptions or perpetual licenses. For these contracts, the Company records individual performance obligations separately if they are distinct by allocating the contract's total transaction price to each performance obligation in an amount based on the relative standalone selling price (“SSP”) of each distinct good or service in the contract. We only include estimated amounts of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.
Judgment is required to determine the SSP for each distinct performance obligation. A residual approach is only applied in limited circumstances when a particular performance obligation has highly variable and uncertain SSP and is bundled with other performance obligations that have observable SSP. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, historical standalone sales, customer demographics, geographic locations, and the number and types of users within our contracts.
Principal vs. Agent Considerations
The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for vendor reseller agreements and messaging-related subscription agreements. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs their use to create the combined output. The Company's control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers, and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement.
Generally, the Company reports revenue from vendor reseller agreements on a gross basis, meaning the amounts billed to customers are recorded as revenue, and expenses incurred are recorded as cost of revenue. As the Company is primarily obligated in its messaging-related subscription contracts, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, we have concluded it is appropriate to record revenue on a gross basis with related pass-through telecom messaging costs incurred from third parties recorded as cost of revenue. Revenue provided from agreements in which the Company is an agent are immaterial.
Contract Balances
The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, and deferred revenue. Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in unbilled receivables, which are expected to be billed during the succeeding twelve-month period and are recorded in Unbilled receivables in our consolidated balance sheets. A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. We recognize contract liabilities as revenue upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenue during the succeeding twelve-month period are recorded in Deferred revenue and the remaining portion is recorded in Deferred revenue, noncurrent on the accompanying consolidated balance sheets at the end of each reporting period.
Deferred revenue primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for maintenance and other services, as well as initial subscription fees. We recognize deferred revenue as revenue when the services are performed, and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. Our payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, we require payment before the products or services are delivered to the customer.
Unbilled Receivables
Unbilled receivables represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for software licenses already delivered and professional services already performed, but invoiced in arrears and for which the Company believes it has an unconditional right to payment. As of December 31, 2021 and 2020 unbilled receivables were $4.8 million and $4.6 million, respectively.
Deferred Commissions
Sales commissions earned by our sales force, and related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer. Deferred commissions and other costs for new customer contracts are capitalized upon contract signing and amortized on a systematic basis that is consistent with the transfer of goods and services over the expected life of the customer relationships, which has been determined to be approximately 6 years. The expected life of our customer relationships is based on historical data and management estimates, including estimated renewal terms and the useful life of the associated underlying technology. Commissions paid on renewal contracts are not commensurate with commissions paid on new customer contracts, as such, deferred commissions related to renewals are capitalized and amortized over the estimated contractual renewal term of 18 months. We utilized the 'portfolio approach' practical expedient, which allows entities to apply the guidance to a portfolio of contracts with similar characteristics as the effects on the financial statements of this approach would not differ materially from applying the guidance to individual contracts. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded as Deferred commissions, current, and the remainder is recorded as Deferred commissions, noncurrent, in our consolidated balance sheets. Amortization expense is included in sales and marketing expenses on our consolidated statements of operations. Deferred commissions are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable consistent with the Company's long-lived assets policy as described in “Note 2. Summary of Significant Accounting Policies”. No indicators of impairment were identified during the year ended December 31, 2021.
The following table presents the activity impacting deferred commissions for the year ended December 31, 2021 (in thousands):
Deferred Commissions
Deferred commissions balance at December 31, 2020$18,746 
   Capitalized deferred commissions14,581 
   Amortization of deferred commissions(8,695)
Deferred commissions balance at December 31, 2021$24,632 
Commissions capitalized in excess of amortization of deferred commissions for the year ended December 31, 2021 were $5.9 million.
Deferred Revenue
Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met.
Deferred revenue is mainly unearned revenue related to subscription services and support services. During the year ended December 31, 2021, we recognized $83.1 million and $2.2 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period. In addition, during the year ended December 31, 2021 we recognized $7.8 million in revenue that was included in the acquired deferred revenue balance of our 2021 acquisitions as disclosed in “Note 3. Acquisitions”.
Remaining Performance Obligations
As of December 31, 2021, approximately $295.4 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 67% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.
Disaggregated Revenue
The Company disaggregates revenue from contracts with customers by geography and revenue generating activity, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customers' users are located. The ship-to country is generally the same as the billing country. The Company has operations primarily in the U.S., United Kingdom and Canada. Information about these operations is presented below (in thousands):
Year Ended December 31,
202120202019
Revenues:
Subscription and support:
   United States$205,882 $206,320 $140,882 
   United Kingdom45,673 39,032 38,879 
   Canada13,870 14,830 10,504 
   Other International22,196 17,322 13,601 
      Total subscription and support revenue287,621 277,504 203,866 
Perpetual license:
   United States1,840 1,396 5,395 
   United Kingdom11 16 42 
   Canada109 76 111 
   Other International190 396 190 
      Total perpetual license revenue2,150 1,884 5,738 
Professional services:
   United States8,104 8,721 9,250 
   United Kingdom2,666 2,059 2,367 
   Canada410 504 536 
   Other International1,065 1,106 880 
      Total professional service revenue12,245 12,390 13,033 
Total revenue$302,016 $291,778 $222,637 
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Employee Benefit Plans
 12 Months Ended
Dec. 31, 2021
Retirement Benefits [Abstract]  
Employee Benefit Plans
14. Employee Benefit Plans
The Company has established various international defined contribution plans and one voluntary defined contribution retirement plan qualifying under Section 401(k) of the Internal Revenue Code. The Company made no contributions to the 401(k) plans for the years ended December 31, 2021, 2020 and 2019.
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Segment and Geographic Information
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Segment and Geographic Information
15. Segment and Geographic Information
ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. It defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer is considered to be our CODM. Our CODM manages the business as a multi-product business that utilizes its model to deliver software products to customers regardless of their geography or IT environment. Operating results are reviewed by the CODM primarily at the consolidated entity level, with the exception of recurring product level revenue, for purposes of making resource allocation decisions and for evaluating financial performance. Accordingly, we considered ourselves to be in a single operating and reporting segment structure.
Revenue
See “Note 13 Revenue Recognition—Disaggregated Revenue” for a detail of revenue by geography.
Identifiable Long-Lived Assets
December 31,
20212020
Identifiable long-lived assets:
United States$1,367 $1,454 
United Kingdom533 429 
Canada536 606 
Other International231 289 
Total identifiable long-lived assets$2,667 $2,778 
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Related Party Transactions
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Related Party Transactions
16. Related Party Transactions
We are a party to two agreements, as detailed below, with companies controlled by ESW Capital LLC (“ESW”), a non-management investor in the Company which historically held more than 5% of the Company's capital stock. As of July 9, 2021, ESW’s ownership in Upland was reduced to 4.8% at which point DevFactory and Crossover (as hereinafter defined) were no longer considered related parties.
•On March 28, 2017, the Company and DevFactory FZ-LLC (“DevFactory”) executed an amendment to the agreement to extend the initial term to December 31, 2021. Additionally, the Company amended the option for either party to renew annually for one additional year. The effective date of the amendment was January 1, 2017. The Company has an outstanding purchase commitment in 2022 for software development services pursuant to a technology services agreement in the amount of $10.0 million. For years after 2022, 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. During the years ended December 31, 2021, 2020 and 2019, the Company purchased software development services pursuant to a technology services agreement with DevFactory, in the amount of $9.6 million, $7.4 million, and $4.9 million, respectively. At December 31, 2021 and December 31, 2020, amounts included in accounts payable owed to this company totaled $0.0 million and $0.0 million, respectively.
•The Company purchased services from Crossover, Inc. (“Crossover”), a company controlled by ESW Capital, LLC (a non-management investor) of approximately $4.0 million, $4.8 million, and $3.5 million during the years ended December 31, 2021, 2020 and 2019, respectively. Crossover provides a proprietary technology system to help the Company identify, screen, select, assign, and connect with necessary resources from time to time to perform technology software development and other services throughout the Company, and track productivity of such resources. While there are no purchase commitments with Crossover, the Company will continue to use their services in 2022. As of December 31, 2021 and December 31, 2020 amounts included in accounts payable and accrued liabilities owed to this company totaled $0.9 million and $0.6 million, respectively.
The Company previously had an arrangement with a former subsidiary, Visionael Corporation ("Visionael"), to provide management, human resource, payroll and administrative services. John T. McDonald, the Company's Chief Executive Officer and Chairman of the Board, beneficially holds approximately 26.18% interest in Visionael. In connection with its arrangement with Visionael, the Company has provided advances to Visionael to help cover short term working capital needs. Visionael ceased operations effective July 31, 2021 and the Company did not receive any fees or pay advances to Visionael during the year ended December 31, 2021. Fees earned from this arrangement during the year ended December 31, 2020 and 2019 were $45,000, and $60,000, respectively. As of December 31, 2021 and December 31, 2020 advances to Visionael included in Prepaid and other on the Company’s consolidated balance sheets totaled $0.0 million and $0.4 million, respectively, net of allowance for credit losses. During the years ended December 31, 2021 and 2020, the Company recognized allowance for credit losses of $0.4 million and $0.3 million, respectively, against the remaining outstanding balance.
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Subsequent Events
 12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events
17. Subsequent Events
On January 7, 2022, the Company entered into an agreement to purchase Objectif Lune Inc., a corporation organized under the laws of Quebec (“Objectif Lune”), certain affiliated companies (the “Affiliates”) and certain holding companies associated with the Sellers (the “HoldCos” and together with Objectif Lune and the Affiliates, the “Companies”) pursuant to a Share Purchase Agreement dated January 7, 2022, by and among Upland, 9457-5032 Quebec Inc., a corporation existing under the laws of Quebec and a wholly-owned subsidiary of Upland, the Companies, those persons listed in the share purchase agreement as Sellers, and 9070-7282 Québec Inc. In connection with this acquisition, Upland also acquired certain assets from a United States based reseller of Objectif Lune’s products. Objectif Lune will be integrated into and expand on the functionality offered in Upland’s document workflow product suite. The aggregate consideration paid for the Companies and the US reseller assets was $29.0 million in cash at closing (net of cash acquired), paid out of cash on hand, and a $5.3 million cash holdback payable in 12 months (subject to indemnification claims).
On February 23, 2022, the Company entered into an agreement to purchase BA-Insight, Inc., a Delaware corporation (“BA”), pursuant to an Agreement and Plan of Merger dated February 23, 2022 (“Merger Agreement”), by and among Upland, Brontes Acquisition Corporation (“Merger Sub”) and Fortis Advisors LLC, in its capacity as a representative of the Stockholders. Pursuant to the Merger Agreement and the Delaware General Corporation Law, Merger Sub merged with and into BA with BA continuing as the surviving company of the Merger and wholly owned subsidiary of the Company. The purchase price paid for Brontes was $33.4 million in cash at closing (net of cash acquired), paid out of cash on hand, and a $0.6 million cash holdback payable payable in 15 months (subject to indemnification claims).
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 allocation for the 2022 acquisitions is preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. Management expects to finalize its purchase price allocation for these acquisition in the last half of 2022.
In accordance with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events and transactions that occurred after December 31, 2021 through the date the consolidated financial statements were available for issuance. During this period the Company did not have any material reportable subsequent events other than the acquisitions disclosed above.
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Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Basis of Presentation Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes in the Company’s accounting policies since December 31, 2020.
Use of Estimates
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make, on an ongoing basis, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include those related to revenue recognition, deferred commissions, allowance for credit losses, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates.
We assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact. Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of February 24, 2022, the date of issuance of this Annual Report on Form 10-K. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
Cash and Cash Equivalents
Cash and Cash Equivalents
Cash and cash equivalents consist of cash deposits and liquid investments with original maturities of three months or less when purchased. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments.
Accounts Receivable and Allowance for Credit Losses
Accounts Receivable and Allowance for Credit Losses
On January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The adoption of ASU 2016-13 resulted in recording a cumulative-effect adjustment to decrease the beginning balance (at January 1, 2020) of Accumulated deficit in the amount of $0.1 million, which represented the accelerated recognition of credit losses related to our trade receivables under the expected credit loss model of calculating our current expected credit losses compared to the previous incurred loss model.
The Company extends credit to the majority of its customers. Issuance of credit is based on ongoing credit evaluations by the Company of customers’ financial condition and generally requires no collateral. Trade accounts receivable are recorded at the
invoiced amount and do not bear interest. Invoices generally require payment due upon receipt of invoice. The Company generally does not charge interest on past due payments, although the Company's contracts with its customers usually allow it to do so.To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts.
Concentrations of Credit Risk and Significant Customers Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral.
Property and Equipment
Property and Equipment
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over each asset’s useful life. Leasehold improvements are amortized over the shorter of the lease term or of the estimated useful lives of the related assets. Upon retirement or disposal, the cost of each asset and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to income. Repairs, maintenance, and minor replacements are expensed as incurred. The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
3 - 5 years
Purchased software and licenses
3 - 5 years
Furniture and fixtures7 years
Leasehold improvementsLesser of estimated useful life or lease term
Business Combinations
Business Combinations
We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in accounting for our acquisitions which requires the acquisition purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over these estimated fair values is recorded to goodwill.
Significant estimates and assumptions, including fair value estimates, are used to determine the fair value of assets acquired, liabilities assumed, and contingent consideration transferred as well as the useful lives of long-lived assets acquired. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to our initial estimates and assumptions. Upon conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to Acquisition-related expenses on our consolidated statement of operations.
Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships are valued using the multi-period excess earnings method income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. Developed technology and trade names are valued using the relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset.
The purchase price transferred in our acquisitions often contain holdback and contingent consideration provisions. Holdbacks are subject to reduction for indemnification claims and are typically payable within 12 to 18 months of the acquisition date and are recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. Contingent consideration typically includes earnout payments payable within 6 to 18 months of the date of acquisition based on attainment of certain performance goals. Contingent consideration liabilities are recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted, if necessary. Holdback and contingent consideration liabilities are recorded in Liabilities due to sellers of businesses on our consolidated balance sheet based on their estimated fair values. The estimated fair value of contingent consideration related to potential earnout payments is calculated utilizing a binary option model, and this amount is recorded in Liabilities due to sellers of businesses on our consolidated balance sheets. The fair value of contingent consideration is estimated on a quarterly basis through a collaborative effort by our sales and finance departments. Changes in the fair value of contingent consideration subsequent to the purchase price finalization are recorded as Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability. In the event a holdback is reduced subsequent to the finalization of purchase accounting, the reduction is recorded as a gain in Acquisition-related expenses or Other income (expense), net on our consolidated statements of operations based on management’s assessment of the nature of the liability.
Goodwill and Other Intangibles
Goodwill and Other Intangibles
Goodwill is evaluated for impairment annually in October or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The events and circumstances considered by the Company include the business climate, legal factors, operating performance indicators and competition. The Company adopted ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment during the first quarter of 2018 which eliminated step 2 from the goodwill impairment test.
As we operate as one reporting unit, the impairment test is performed at the consolidated entity level by comparing the estimated fair value of the Company to the its carrying value. We have elected to first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying value. Based on the qualitative assessment, if it is determined that it is more likely than not that the Company's fair value is less than its carrying value we would compare the carrying value of the Company's single reporting unit to its fair value and recognize any excess carrying value as an impairment loss. We further estimate the fair value of the reporting unit using a fair-value-based approach based on market capitalization to determine if it is more likely than not that the fair value of our reporting unit is less than its carrying amount.
Determining the fair value of goodwill is subjective in nature and often involves the use of estimates and assumptions including, without limitation, use of estimates of future prices and volumes for our products, capital needs, economic trends and other factors which are inherently difficult to forecast. If actual results, or the plans and estimates used in future impairment analyses are lower than the original estimates used to assess the recoverability of these assets, we could incur impairment charges in a future period.
 No impairment of goodwill was identified during the years ended December 31, 2021, 2020 or 2019.
Identifiable intangible assets consist of customer relationships, marketing-related intangible assets and developed technology. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. The Company evaluates the recoverability of intangible assets by comparing their carrying amounts to the future net undiscounted cash flows expected to be generated by the intangible assets. If such intangible assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the intangible assets exceeds the fair value of the assets.
Long-Lived Assets Long-Lived AssetsLong-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine whether impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or net realizable value.
Software Development Costs
Software Development Costs
Software development costs are expensed as incurred until the point the Company establishes technological feasibility. Technological feasibility is established upon the completion of a working model. Costs incurred by the Company between establishment of technological feasibility and the point at which the product is ready for general release are capitalized, subject to their recoverability, and amortized over the economic life of the related products. Because the Company believes its current process for developing its software products essentially results in the completion of a working product concurrent with the establishment of technological feasibility, no software development costs have been capitalized to date. There were no software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed. Software development costs associated with internal use software are incurred in three stages of development: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Eligible internal and external costs associated with significant upgrades and enhancements incurred during the application development stage are capitalized as property and equipment. During the years ended December 31, 2021, 2020 or 2019, there were no internal use software development costs capitalized under ASC 350-40, Internal-Use Software.
ASC 350-40 also requires hosting arrangements that are service contracts to follow the guidance for internal-use software to determine which implementation costs can be capitalized. In accordance with ASC 350-40, (i) capitalized implementation costs are classified in the same balance sheet line item as the amounts prepaid for the related hosting arrangement; (ii) amortization of capitalized implementation costs are presented in the same income statement line item as the service fees for the related hosting arrangement; and (iii) cash flows related to capitalized implementation costs are presented within the same category of cash flow activity as the cash flows for the related hosting arrangement (i.e. operating activity).
As of December 31, 2021 and 2020, the net carrying value of capitalized implementation costs related to hosting arrangements that were incurred during the application development stage were $0.3 million and $0.6 million, respectively. These costs related primarily to the implementation of a new ERP system. These capitalized implementation costs will be amortized over the expected term of the arrangement and are amortized in the same line item on our consolidated statements of operations as the expense for fees for the associated hosting arrangement.
Debt Issuance Costs Debt Issuance CostsThe Company capitalizes underwriting, legal, and other direct costs incurred related to the issuance of debt, which are recorded as a direct deduction from the carrying amount of the related debt liability and amortized to interest expense, net over the term of the related debt using the effective interest rate method. Upon the extinguishment of the related debt, any unamortized capitalized debt issuance costs are recorded to Interest expense, net on our consolidated statement of operations.
Derivatives
Derivatives
The Company entered into floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt. These interest rate swaps effectively converted the entire balance of the Company's $540 million original principal term loans from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the 7 year term of the debt. ASC 815, Derivatives and Hedging, requires entities to recognize derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company assessed the effectiveness of the hedging relationship under the hypothetical derivative method and noted that all of the critical terms of the hypothetical derivative and hedging instrument were the same. The hedging relationship continues to limit the Company’s exposure to the variability in interest rates under the Company’s term loans and related cash outflows. As such, the Company has deemed this hedging relationship as highly effective in offsetting cash flows attributable to hedged risk (variability in forecasted monthly interest payments) for the term of the term loans and interest rate swap agreements. All derivative financial instruments are recorded at fair value as a net asset or liability on our consolidated balance sheets. The fair value of interest rate swaps included in Interest rate swap liabilities on our consolidated balance sheets as of December 31, 2021 and 2020 was $8.4 million and $30.0 million, respectively.
The change in the fair value of the hedging instruments is recorded in Unrealized gain (loss) on interest rate swaps on our consolidated statements of comprehensive income. Amounts deferred in Unrealized gain (loss) on interest rate swaps in our consolidated statements of comprehensive income will be reclassified to Interest expense, net on our consolidated statements of operations in the period in which the hedged item affects earnings.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
The Company recognizes financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.
The Company adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, in the first quarter of 2020. Under ASU 2018-13, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public business entities will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements.
The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, and long–term debt. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company.
Revenue Recognition, Cost of Revenue, Customer Acquisition Costs
Revenue Recognition
Refer to “Note 13 Revenue Recognition” for a detailed discussion of accounting policies related to revenue recognition, including deferred revenue and deferred commissions.
Cost of Revenue
Cost of revenue primarily consists of salaries and related expenses (e.g. bonuses, employee benefits, and payroll taxes) for personnel directly involved in the delivery of services and products directly to customers. Cost of revenue also includes the amortization of acquired technology, and hosting and infrastructure costs related to the delivery of the Company’s products and services.
Customer Relationship Acquisition CostsCosts associated with the acquisition or origination of customer relationships are capitalized as customer relationship assets as incurred and amortized over the estimated life of the customer relationship. Refer to “Note 13. Revenue Recognition” for further discussion regarding deferred commissions.
Advertising Costs Advertising CostsAdvertising costs are expensed in the period incurred.
Income Taxes
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities will be recognized in the period that includes the enactment date. A valuation allowance is established against the deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized.
The Company has adopted a permanent reinvestment position whereby foreign earnings for foreign subsidiaries are expected to be reinvested and future earnings are not expected to be repatriated. As a result of this policy, no tax liability has been accrued in anticipation of future dividends from foreign subsidiaries.
The Company accounts for uncertainty of income taxes based on a “more likely than not” threshold for the recognition and derecognition of tax positions. Interest and penalties are recorded as a component of income tax expense.
Leases
Leases
The Company determines if an arrangement is a lease at inception. This determination includes the review of contracts with third parties to identify the existence of potential embedded leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, accrued expenses and other liabilities, and other noncurrent liabilities on the Company’s consolidated balance sheets.
ROU assets represent the Company's right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease ROU asset includes any initial direct costs incurred and is reduced for any tenant incentives. As the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
Stock-Based Compensation
Stock-Based Compensation
We measure all share-based payments, including grants of options to purchase common stock and the issuance of restricted stock or restricted stock units to employees, service providers and board members, using the fair-value at grant date. We record forfeitures as they occur. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized on our consolidated statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period. We value restricted stock and restricted stock units at the closing price of our common stock on the grant date. We value stock option awards using the Black-Scholes option-pricing model. For the years ended December 31, 2021, 2020 and 2019, stock-based compensation awards consisted primarily of restricted stock and restricted stock units.
From time to time, we grant restricted stock units that also include performance or market-based conditions (“PRSUs”). For PRSUs granted with a market condition, we use a Monte Carlo simulation analysis to value the award. Compensation expense for awards with marked-based conditions is recognized over the required service period of the grant based on the grant date fair value of the award and is not subject to fluctuation due to achievement of the underlying market-based condition.
Comprehensive Loss Comprehensive LossThe Company utilizes the guidance in ASC 220, Income Statement—Reporting Comprehensive Income, for the reporting and display of comprehensive loss and its components in the consolidated financial statements. Comprehensive loss consists of net loss, foreign currency translation adjustments for subsidiaries with functional currencies other than the United States dollar (“USD”), unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps.
Foreign Currency Transactions Foreign Currency TransactionsThe functional currency of our foreign subsidiaries are primarily the local currencies. Results of operations for foreign subsidiaries are translated in USD using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into USD using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded as a separate component of the Company’s consolidated statements of stockholders' equity in accumulated other comprehensive loss. Assets and liabilities denominated in currencies other than the functional currency are remeasured using the current exchange rate for monetary accounts and historical exchange rates for non-monetary accounts, with exchange differences on remeasurement included in other expense, net in the accompanying statements of operations.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
Recently issued accounting pronouncements not yet adopted
In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company does not anticipate the adoption of this standard to have a material impact on its consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current GAAP, an acquirer in a business combination is generally required to recognize and measure the assets it acquires and the liabilities it assumes at fair value on the acquisition date. The new guidance will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. These amendments are effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the impact of this standard on our consolidated financial statements.
v3.22.0.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Schedules of changes in the allowance for doubtful accounts The following table presents the changes in the allowance for credit losses (in thousands):
Year Ended December 31,
202120202019
Balance at beginning of year$1,465 $1,238 $1,405 
Cumulative adjustment related to adoption of ASU 2016-13— 108 — 
Provision for credit losses694 1,115 1,720 
Writeoffs, net of recoveries(1,052)(996)(1,887)
Balance at end of year$1,107 $1,465 $1,238 
Schedule of estimated useful lives of property and equipment The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
3 - 5 years
Purchased software and licenses
3 - 5 years
Furniture and fixtures7 years
Leasehold improvementsLesser of estimated useful life or lease term
Property and equipment consisted of the following (in thousands) at:
December 31,
20212020
Equipment$15,327 $13,515 
Furniture and fixtures 668 645 
Leasehold improvements1,766 1,751 
Accumulated depreciation(15,094)(13,133)
Property and equipment, net$2,667 $2,778 
Schedule of valuation assumptions Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the year ended December 31, 2021 and 2020 are as follows. No PRSUs were granted during the year ended December 31, 2019.
Year Ended December 31,
20212020
Expected volatility53.6%45.1%
Risk-free interest rate0.1%1.3%
Remaining performance period (in years)1.351.35
Dividend yield——
v3.22.0.1
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The following table summarizes the consideration transferred for the acquisitions described above (in thousands):
PanvivaBlueVennSecond StreetLocalyticsAltifyInGeniusCimplKapostPostup
Cash$19,931 $53,535 $25,436 $67,655 $84,000 $26,428 $23,071 $45,000 $34,825 
Holdback(1)
3,517 2,429 5,000 345 — 3,000 2,600 5,000 175 
Contingent consideration(2)
— 2,535 1,650 1,000 — 4,865 — — — 
Working capital and other adjustments (3)
379 (537)(1,365)(5,238)— — — (601)— 
Total consideration$23,827 $57,962 $30,721 $63,762 $84,000 $34,293 $25,671 $49,399 $35,000 
(1)Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Panviva, Second Street, Localytics, InGenius, Cimpl, Kapost and Postup and 18 months following the closing of BlueVenn.
(2)Represents the acquisition date fair value of anticipated earnout payments which are based on the estimated probability of attainment of the underlying future performance-based conditions at the time of acquisition. The maximum potential payout for the BlueVenn, Second Street, Localytics and InGenius earnouts were $21.7 million, $3.0 million, $1.0 million and $15.0 million, respectively. As of December 31, 2021, the fair value of the earnouts for BlueVenn and Second Street were zero. The earnout for Localytics and InGenius were paid in full during the year ended December 31, 2020 based on an ending fair value of $1.0 million and $4.5 million, respectively. Refer to “Note 4. Fair Value Measurements” for further discussion regarding the calculation of fair value of acquisition related earnouts and subsequent payouts.
(3)Working capital and other adjustments includes a $5.2 million reduction in total consideration for Localytics related to a representation and warranty insurance settlement which is included in Prepaids and other on our consolidated balance sheets as of December 31, 2020 and a $1.4 million reduction in total consideration for Second Street related to an indemnification claim which was charged to Liabilities due to sellers of businesses (Holdback) on our consolidated balance sheets during 2021.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed The following condensed table presents the finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions closed in 2020 and 2021 (in thousands):
PreliminaryFinal
PanvivaBlueVennSecond StreetLocalytics
Year Acquired2021202120212020
Cash$132 $1,115 $— $— 
Accounts receivable2,122 1,289 1,105 3,648 
Other current assets4,985 1,983 89 6,323 
Operating lease right-of-use asset197 1,357 489 7,605 
Property and equipment26 611 156 409 
Customer relationships9,757 18,888 14,600 30,500 
Trade name76 238 200 300 
Technology2,194 4,337 3,400 6,600 
Goodwill16,604 44,646 16,586 33,543 
Other assets33 24 13 6 
Total assets acquired
36,126 74,488 36,638 88,934 
Accounts payable(1,257)(2,772)(230)(2,382)
Accrued expense and other(5,053)(2,164)(378)(6,761)
Deferred tax liabilities(2,395)(3,640)(4,320)(3,382)
Deferred revenue(3,397)(6,593)(500)(4,812)
Operating lease liabilities(197)(1,357)(489)(7,835)
Total liabilities assumed
(12,299)(16,526)(5,917)(25,172)
Total consideration$23,827 $57,962 $30,721 $63,762 
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the years ended December 31, 2021 and 2020 (in years):
Useful Life
December 31, 2021December 31, 2020
Customer relationships7.08.0
Trade name2.02.0
Developed technology5.05.0
Total weighted-average useful life6.67.4
v3.22.0.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
Liabilities measured at fair value on a recurring basis are summarized below (in thousands):
 Fair Value Measurements at December 31, 2021
 Level 1Level 2Level 3Total
Liabilities:
Interest rate swap liability$— $8,409 $— $8,409 
 Fair Value Measurements at December 31, 2020
 Level 1Level 2Level 3Total
Liabilities:
Interest rate swap liability$— $30,032 $— $30,032 
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation
The following table presents additional information about earnout consideration liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value:
December 31,
20212020
Beginning balance$— $4,394 
Remeasurement adjustments:
(Gain) loss included in earnings(4,169)155 
Foreign currency translation adjustments(16)— 
Acquisitions and settlements:
Acquisitions4,185 1,000 
Settlements (1)
— (5,549)
Ending balance$— $— 
(1)The year ended December 31, 2020 includes payments of $1.0 million and $4.5 million for the outstanding balance of earnout liabilities related to the acquisition of Localytics and InGenius, respectively, as described in “Note 3. Acquisitions”.
v3.22.0.1
Goodwill and Other Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
Changes in the Company’s goodwill balance for each of the two years in the period ended December 31, 2021 are summarized in the table below (in thousands):
Goodwill Adjustments
Balance at December 31, 2019$346,134 
Acquired in business combinations39,646 
Adjustment related to prior year business combinations (1)
(996)
Adjustment related to finalization of business combinations(6,103)
Foreign currency translation adjustment4,917 
Balance at December 31, 2020$383,598 
Acquired in business combinations85,102 
Adjustment related to finalization of current year business combinations(7,266)
Foreign currency translation adjustment(3,962)
Balance at December 31, 2021$457,472 
(1)Related to changes in the ASC 805 valuation of intangible assets in the prior year business combination of Altify.
Schedule of Finite-Lived Intangible Assets The following is a summary of the Company’s Intangible assets, net (in thousands):
Estimated Useful
Life (Years)		Gross
Carrying Amount		Accumulated
Amortization		Net Carrying
Amount
December 31, 2021
Customer relationships
1-10
$358,943 $126,329 $232,614 
Trade name
1.5-10
9,714 5,752 3,962 
Developed technology
4-9
88,548 45,204 43,344 
Non-compete agreements
3
$1,148 $1,148 $— 
Total intangible assets$458,353 $178,433 $279,920 
Estimated Useful
Life (Years)		Gross
Carrying Amount		Accumulated
Amortization		Net Carrying
Amount
December 31, 2020
Customer relationships
1-10
$318,941 $89,131 $229,810 
Trade name
1.5-10
9,283 4,763 4,520 
Developed technology
4-9
79,382 33,929 45,453 
Non-compete agreements
3
1,148 956 192 
Total intangible assets$408,754 $128,779 $279,975 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense As of December 31, 2021, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands):
Year ending December 31:Amortization
Expense
2022$49,288 
202346,944 
202444,593 
202541,318 
202638,693 
Thereafter59,084 
Total$279,920 
v3.22.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Schedule of continuing operations before income taxes The Company's loss from continuing operations before income taxes for the year ended December 31, was as follows (in thousands):
Year Ended December 31,
202120202019
Loss before provision for income taxes:
United States$(53,981)$(43,851)$(41,237)
Foreign(12,575)(11,602)(10,939)
$(66,556)$(55,453)$(52,176)
Schedule of components of income tax (benefit) The components of the provision (benefit) for income taxes attributable to continuing operations are as follows (in thousands):
Year Ended December 31,
202120202019
Current
Federal$— $— $(10)
State363 402 395 
Foreign2,349 2,449 1,989 
Total Current$2,712 $2,851 $2,374 
Deferred
Federal$(5,180)$(2,275)$(5,139)
State(1,033)(137)(103)
Foreign(4,843)(4,673)(3,937)
Total Deferred(11,056)(7,085)(9,179)
(Benefit from) provision for income taxes$(8,344)$(4,234)$(6,805)
Schedule of deferred tax components Significant components of the Company’s deferred taxes as of December 31 are as follows (in thousands):
Year Ended December 31,
202120202019
Deferred tax assets:
Accrued expenses and allowances$2,197 $2,095 $2,616 
Deferred revenue536 613 28 
Stock compensation1,558 1,151 1,157 
Net operating loss and tax credit carryforwards53,388 53,157 45,716 
Disallowed interest expense carryforwards15,654 11,599 6,692 
Capital expenses321 286 192 
Tax credit carryforwards— 600 991 
Lease liability2,340 3,054 2,177 
Unrealized losses1,974 7,617 — 
Other638 658 696 
Valuation allowance for noncurrent deferred tax assets(28,627)(35,701)(21,179)
Net deferred tax assets$49,979 $45,129 $39,086 
Deferred tax liabilities:
Prepaid expenses$(272)$(260)$(210)
Intangible assets(59,092)(56,541)(53,737)
Goodwill(6,570)(5,954)(5,187)
Tax credit carryforwards(99)— — 
Right of use asset(1,330)(2,597)(2,135)
Unrealized gains— — (1,184)
Deferred commissions(5,409)(3,869)(2,318)
Net deferred tax liabilities$(72,772)$(69,221)$(64,771)
Net deferred taxes$(22,793)$(24,092)$(25,685)
Schedule of effective income tax rate reconciliation The Company’s provision for income taxes differs from the expected tax expense (benefit) computed by applying the statutory federal income tax rate to income before taxes due to the following:
Year Ended December 31,
 202120202019
Federal statutory rate21.0 %21.0 %21.0 %
State taxes, net of federal benefit1.5 %1.6 %2.7 %
Tax credits0.6 %(0.1)%1.4 %
Effect of foreign operations(0.6)%(1.1)%(1.0)%
Stock compensation(5.4)%(0.3)%4.1 %
Disallowed excess executive compensation (5.3)%(4.0)%(2.1)%
Permanent items and other0.1 %(0.7)%(2.3)%
Change in valuation allowance1.1 %(8.8)%(10.8)%
Change in tax rates(2.6)%— %— %
Australia tax basis uplift2.1 %— %— %
12.5 %7.6 %13.0 %
Schedule of unrecognized tax benefits To the extent the Company is required to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as an accrued liability, (in thousands).
Balance at December 31, 2019$689 
Additional based on tax positions related to the current year— 
Additions for tax positions of prior years— 
Reductions for tax positions of prior years(79)
Settlements— 
Balance at December 31, 2020$610 
Additional based on tax positions related to the current year— 
Additions for tax positions of prior years162 
Reductions for tax positions of prior years— 
Settlements— 
Balance at December 31, 2021$772 
v3.22.0.1
Debt (Tables)
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments Long-term debt consisted of the following at December 31, 2021 and December 31, 2020 (in thousands):
December 31,
20212020
Senior secured loans (includes unamortized discount of $9,520 and $11,648 based on an imputed interest rate of 5.8% and 5.8%, at December 31, 2021 and December 31, 2020, respectively)
$518,330 $521,603 
Less current maturities(3,167)(3,166)
Total long-term debt$515,163 $518,437 
Schedule of Debt, Interest Rate Swap
Year Ended December 31
202120202019
Unrealized gain (loss) recognized in Other comprehensive income on interest rate swaps$21,623 $(32,455)$2,424 
Gain (loss) on interest rate swap (included in Interest expense, net on our consolidated statement of operations)$(8,250)$(5,500)$484 
Schedule of Maturities of Long-term Debt Under the terms of the Credit Facility, future debt maturities of long-term debt excluding debt discounts at December 31, 2021 are as follows, (in thousands):        
Year ending December 31:
2022$5,400 
20235,400 
20245,400 
20255,400 
2026506,250 
Thereafter— 
$527,850 
Less unamortized discount9,520 
Total debt outstanding, net of discount$518,330 
v3.22.0.1
Net Loss Per Share (Tables)
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted The following table sets for the computations of loss per share:
Year Ended December 31,
 (In thousands, except share and per share amounts)202120202019
Numerators:
Net loss
$(58,212)$(51,219)$(45,371)
Denominator:
Weighted–average common shares outstanding, basic and diluted30,295,769 26,632,116 23,099,549 
Net loss per common share, basic and diluted
$(1.92)$(1.92)$(1.96)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share The following table sets forth the anti-dilutive common share equivalents excluded from the weighted-average shares used to calculate diluted net loss per common share:
 Year Ended December 31,
 202120202019
Stock options227,605 264,002 329,698 
Restricted stock awards— 34,508 371,217 
Restricted stock units1,379,747 1,261,290 790,807 
Performance restricted stock units63,537 66,297 — 
Total anti–dilutive common share equivalents1,670,889 1,626,097 1,491,722 
v3.22.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Lease, Cost
The components of lease expense were as follows (in thousands):
 Year Ended December 31,
20212020
Operating lease cost$7,279 6,681 
Finance lease costs:
Amortization of right-of-use assets
29 139 
Interest on lease liabilities
— 10 
Sublease income(1,068)(798)
Total lease expense$6,240 6,032 
Other information about lease amounts recognized on our consolidated financial statements is summarized as follows:
 Year Ended December 31,
20212020
Cash paid for amounts included in the measurement of lease liabilities (in thousands):
Operating cash flows from operating leases
$4,111 $4,160 
Operating cash flows from finance leases
$— $10 
Financing cash flows from finance leases
$12 $88 
Right-of-use assets obtained in exchange for lease obligations (in thousands):
Operating leases
$2,748 $8,915 
Weighted average remaining lease term (in years):
Operating leases
3.64.1
Finance leases
0.02.6
Weighted average discount rate
Operating leases
5.4 %5.6 %
Finance leases
— %5.1 %
Lessee, Operating Lease, Liability, Maturity Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):
Operating
Leases
2022$4,060 
20233,270 
20242,219 
20251,485 
2026945 
Thereafter44 
Total minimum lease payments12,023 
Less amount representing interest(1,704)
Present value of lease liabilities$10,319 
Operating lease liabilities, current3,546 
Operating lease liabilities, noncurrent6,773 
Total lease liabilities$10,319 
Finance Lease, Liability, Maturity Future minimum payments for operating lease obligations and purchase commitments are as follows (in thousands):
Operating
Leases
2022$4,060 
20233,270 
20242,219 
20251,485 
2026945 
Thereafter44 
Total minimum lease payments12,023 
Less amount representing interest(1,704)
Present value of lease liabilities$10,319 
Operating lease liabilities, current3,546 
Operating lease liabilities, noncurrent6,773 
Total lease liabilities$10,319 
v3.22.0.1
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Schedule of future minimum lease payments under operating and capital lease obligations Future minimum payments for purchase commitments are as follows (in thousands):
YearPurchase Commitments
2022$22,771 
202312,256 
202411,379 
20256,694 
2026— 
Thereafter— 
Total minimum payments$53,100 
v3.22.0.1
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2021
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment The estimated useful lives of property and equipment are as follows:
Computer hardware and equipment
3 - 5 years
Purchased software and licenses
3 - 5 years
Furniture and fixtures7 years
Leasehold improvementsLesser of estimated useful life or lease term
Property and equipment consisted of the following (in thousands) at:
December 31,
20212020
Equipment$15,327 $13,515 
Furniture and fixtures 668 645 
Leasehold improvements1,766 1,751 
Accumulated depreciation(15,094)(13,133)
Property and equipment, net$2,667 $2,778 
v3.22.0.1
Stockholders' Equity (Tables)
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Loss The following table shows the components of accumulated other comprehensive loss, net of income taxes, (“AOCI”) in the stockholders’ equity section on our consolidated balance sheets at the dates indicated (in thousands):
December 31,
20212020
Other comprehensive loss
Foreign currency translation adjustment$(5,657)$644 
Unrealized translation gain on intercompany loans with foreign subsidiaries2,552 3,154 
Unrealized loss on interest rate swaps(8,409)(30,032)
Total accumulated other comprehensive loss$(11,514)$(26,234)
Schedule of allocated share-based compensation expense
The Company recognized share-based compensation expense from all awards in the following expense categories (in thousands):
Year Ended December 31,
202120202019
Cost of revenue$2,088 $1,951 $1,000 
Research and development3,085 3,391 2,310 
Sales and marketing5,957 3,450 1,543 
General and administrative (1)
42,743 32,900 20,901 
Total$53,873 $41,692 $25,754 
(1)In March 2021 our former co-President and Chief Operating Officer (“COO”) resigned from his positions and entered into an advisory agreement with the Company pursuant to which he will serve as a strategic advisor to the Company through December 31, 2022. Stock-based compensation for the twelve months ended December 31, 2021 includes $6.3 million related to the acceleration and deemed modification of the unvested portion of grants held by our former COO at the time of transition, even though these shares continue to vest over their existing vesting schedule through 2022. In accordance with ASC 718, Compensation—Stock Compensation, the fair value of these awards were modified and all related expense accelerated on the date of modification as a result of the reduction in required service.
Schedule of Restricted Stock Unity Activity Restricted stock unit activity during the year ended December 31, 2021 is as follows:
Number of
Restricted Stock Units Outstanding		Weighted-Average Grant Date Fair Value
Unvested balances at December 31, 20201,261,290 $39.92 
Units granted1,249,066 47.33 
Units vested(981,812)42.09 
Awards forfeited(148,797)43.60 
Unvested balances at December 31, 20211,379,747 $44.69 
Schedule of Performance Based Restricted Stock Unit Activity PRSU activity during the year ended December 31, 2021 is as follows:
Number of
PRSUs Outstanding		Weighted-Average Grant Date Fair Value
Unvested balances at December 31, 202066,297 $79.72 
Units granted63,537 84.87 
Incremental PRSUs (1)
69,048 
Units vested(135,345)79.72 
Unvested balances at December 31, 202163,537 $84.87 
(1)Represents incremental PRSUs earned and vested during the period based on absolute shareholder return achievement over 100% of target during the performance period.
Schedule of Restricted Stock Awards Restricted stock activity during the year ended December 31, 2021 is as follows:
Number of
Restricted Shares
Outstanding		Weighted-Average Grant Date Fair Value
Unvested balances at December 31, 202034,508 $30.13 
Awards granted— $— 
Awards vested(34,508)$30.13 
Awards forfeited— $— 
Unvested balances at December 31, 2021— $— 
Schedule of stock option activity Stock option activity during the year ended December 31, 2021 is as follows:
Number of
Options
Outstanding		Weighted–
Average
Exercise
Price		Weighted–
Average
Remaining
Contractual Term (in Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2020264,002 $8.93 
Options granted— — 
Options exercised35,983 7.62 
Options forfeited— — 
Options expired414 1.56 
Outstanding at December 31, 2021227,605 $9.15 3.4$2,185 
Options vested and expected to vest at December 31, 2021227,605 $9.15 3.4$2,185 
Options vested and exercisable at December 31, 2021227,605 $9.15 3.4$2,185 
v3.22.0.1
Revenue Recognition (Tables)
 12 Months Ended
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]  
Activity Impacting Deferred Commissions The following table presents the activity impacting deferred commissions for the year ended December 31, 2021 (in thousands):
Deferred Commissions
Deferred commissions balance at December 31, 2020$18,746 
   Capitalized deferred commissions14,581 
   Amortization of deferred commissions(8,695)
Deferred commissions balance at December 31, 2021$24,632 
Disaggregation of Revenue The Company has operations primarily in the U.S., United Kingdom and Canada. Information about these operations is presented below (in thousands):
Year Ended December 31,
202120202019
Revenues:
Subscription and support:
   United States$205,882 $206,320 $140,882 
   United Kingdom45,673 39,032 38,879 
   Canada13,870 14,830 10,504 
   Other International22,196 17,322 13,601 
      Total subscription and support revenue287,621 277,504 203,866 
Perpetual license:
   United States1,840 1,396 5,395 
   United Kingdom11 16 42 
   Canada109 76 111 
   Other International190 396 190 
      Total perpetual license revenue2,150 1,884 5,738 
Professional services:
   United States8,104 8,721 9,250 
   United Kingdom2,666 2,059 2,367 
   Canada410 504 536 
   Other International1,065 1,106 880 
      Total professional service revenue12,245 12,390 13,033 
Total revenue$302,016 $291,778 $222,637 
v3.22.0.1
Segment and Geographic Information (Tables)
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Schedule of revenues and long lived assets by geographical area
December 31,
20212020
Identifiable long-lived assets:
United States$1,367 $1,454 
United Kingdom533 429 
Canada536 606 
Other International231 289 
Total identifiable long-lived assets$2,667 $2,778 
v3.22.0.1
Organization and Nature of Operations (Details)
 120 Months Ended
Dec. 31, 2021
cloud_offering
acquisition
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of cloud offerings | cloud_offering 4
Number of acquisitions | acquisition 29
v3.22.0.1
Summary of Significant Accounting Policies - Additional Information (Details)
 12 Months Ended
Dec. 31, 2021
USD ($)
reporting_unit
shares
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
shares
Nov. 26, 2019
USD ($)
Aug. 06, 2019
USD ($)
Dec. 31, 2018
USD ($)
Finite-Lived Intangible Assets [Line Items]            
Decrease in accumulated deficit $ 316,288,000 $ 306,615,000 $ 212,861,000     $ 87,307,000
Property, Plant and Equipment [Abstract]            
Number of reportable units | reporting_unit 1          
Impairment of goodwill $ 0 0 0      
Impairment of intangible asset 0 0 0      
Net carrying value of capitalized implementations costs 300,000 600,000        
Write off of deferred financing costs 0 0 2,300,000      
Advertising expenses 900,000 100,000 100,000      
Tax liability accrued in anticipation of future dividends from foreign subsidiaries 0          
Foreign currency transaction gains (losses) (25,000) (272,000) (58,000)      
Other Expense, Net            
Property, Plant and Equipment [Abstract]            
Foreign currency transaction gains (losses) $ 48,600 200,000 $ (500,000)      
Performance restricted stock units            
Property, Plant and Equipment [Abstract]            
Units granted (in shares) | shares 63,537   0      
Cumulative Effect, Period of Adoption, Adjustment            
Finite-Lived Intangible Assets [Line Items]            
Decrease in accumulated deficit     $ (108,000)      
Interest Rate Swap | Liability            
Property, Plant and Equipment [Abstract]            
Interest rate swap liabilities $ (8,400,000)          
Interest Rate Swap | Other Assets            
Property, Plant and Equipment [Abstract]            
Interest rate swap liabilities   (30,000,000)        
Credit Facility | Secured Debt            
Property, Plant and Equipment [Abstract]            
Note face amount $ 540,000,000     $ 190,000,000 $ 350,000,000  
Stated interest rate (as a percent) 5.40%       5.40%  
Debt instrument, term 7 years          
Minimum            
Property, Plant and Equipment [Abstract]            
Cash holdback, payment period (in months) 12 months          
Earnout payment, payment period (in months) 6 months          
Maximum            
Property, Plant and Equipment [Abstract]            
Cash holdback, payment period (in months) 18 months          
Earnout payment, payment period (in months) 18 months          
Computer Equipment | Minimum            
Property, Plant and Equipment [Abstract]            
Estimated useful life (in years) 3 years          
Computer Equipment | Maximum            
Property, Plant and Equipment [Abstract]            
Estimated useful life (in years) 5 years          
Purchased Software and Licenses | Minimum            
Property, Plant and Equipment [Abstract]            
Estimated useful life (in years) 3 years          
Purchased Software and Licenses | Maximum            
Property, Plant and Equipment [Abstract]            
Estimated useful life (in years) 5 years          
Furniture and fixtures            
Property, Plant and Equipment [Abstract]            
Estimated useful life (in years) 7 years          
Accumulated Other Comprehensive Loss            
Finite-Lived Intangible Assets [Line Items]            
Decrease in accumulated deficit $ (11,514,000) (26,234,000) (1,223,000)     (7,501,000)
Property, Plant and Equipment [Abstract]            
Translation gains (losses) (600,000) 2,300,000 2,200,000      
Accumulated Deficit            
Finite-Lived Intangible Assets [Line Items]            
Decrease in accumulated deficit $ (240,585,000) $ (182,373,000) (131,046,000)     $ (85,675,000)
Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment            
Finite-Lived Intangible Assets [Line Items]            
Decrease in accumulated deficit     (108,000)      
Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13            
Finite-Lived Intangible Assets [Line Items]            
Decrease in accumulated deficit     $ 100,000      
v3.22.0.1
Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Balance at beginning of year $ 1,465 $ 1,238 $ 1,405
Provision for credit losses 694 1,115 1,720
Writeoffs, net of recoveries (1,052) (996) (1,887)
Balance at end of year 1,107 1,465 1,238
Cumulative Effect, Period of Adoption, Adjustment      
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Balance at beginning of year $ 0 108 0
Balance at end of year   $ 0 $ 108
v3.22.0.1
Summary of Significant Accounting Policies - Fair Value Assumptions (Details) - Performance restricted stock units - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility 53.60% 45.10%
Risk-free interest rate 0.10% 1.30%
Remaining performance period (in years) 1 year 4 months 6 days 1 year 4 months 6 days
Dividend yield $ 0 $ 0
v3.22.0.1
Acquisitions - Additional Information (Details) - USD ($)
$ in Thousands
 6 Months Ended 10 Months Ended 11 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2021
Dec. 31, 2021
Dec. 31, 2020
Jun. 24, 2021
Feb. 28, 2021
Jan. 19, 2021
Feb. 06, 2020
Dec. 31, 2019
Business Acquisition [Line Items]                  
Goodwill $ 457,472 $ 457,472 $ 457,472 $ 383,598         $ 346,134
Business acquisition, transaction costs 6,600 6,600 6,600 4,300         $ 11,300
Series of Individually Immaterial Asset Acquisitions | Customer relationships                  
Business Acquisition [Line Items]                  
Finite-lived intangible assets acquired       200          
Panviva                  
Business Acquisition [Line Items]                  
Revenue since date of acquisition 3,900                
Goodwill         $ 16,604        
BlueVenn                  
Business Acquisition [Line Items]                  
Revenue since date of acquisition   12,600              
Goodwill           $ 44,646      
Second Street                  
Business Acquisition [Line Items]                  
Revenue since date of acquisition     10,200            
Goodwill             $ 16,586    
Localytics                  
Business Acquisition [Line Items]                  
Decrease in deferred tax liabilities       $ 900          
Goodwill               $ 33,543  
All Acquisitions During Period                  
Business Acquisition [Line Items]                  
Goodwill 111,400 111,400 111,400            
Expected tax deductible amount of goodwill $ 2,000 $ 2,000 $ 2,000            
v3.22.0.1
Acquisitions - Consideration (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jun. 24, 2021
Feb. 28, 2021
Jan. 19, 2021
Feb. 06, 2020
Oct. 04, 2019
Oct. 01, 2019
Aug. 21, 2019
May 24, 2019
Apr. 18, 2019
Dec. 31, 2020
Dec. 31, 2021
Panviva                      
Business Acquisition [Line Items]                      
Cash $ 19,931                    
Holdback 3,517                    
Contingent consideration 0                    
Working capital and other adjustments 379                    
Total consideration $ 23,827                    
Cash holdback, payment period (in months)       12 months              
BlueVenn                      
Business Acquisition [Line Items]                      
Cash   $ 53,535                  
Holdback   2,429                  
Contingent consideration   2,535                  
Working capital and other adjustments   (537)                  
Total consideration   $ 57,962                  
Cash holdback, payment period (in months)   18 months                  
Future earn out payments, maximum   $ 21,700                  
Fair value of earnouts                     $ 0
Second Street                      
Business Acquisition [Line Items]                      
Cash     $ 25,436                
Holdback     5,000                
Contingent consideration     1,650                
Working capital and other adjustments     (1,365)                
Total consideration     30,721                
Cash holdback, payment period (in months)       12 months              
Future earn out payments, maximum     $ 3,000                
Fair value of earnouts                     $ 0
Localytics                      
Business Acquisition [Line Items]                      
Cash       $ 67,655              
Holdback       345              
Contingent consideration       1,000              
Working capital and other adjustments       (5,238)              
Total consideration       $ 63,762              
Cash holdback, payment period (in months)       12 months              
Future earn out payments, maximum       $ 1,000              
Earnout payment                   $ (1,000)  
Altify                      
Business Acquisition [Line Items]                      
Cash         $ 84,000            
Holdback         0            
Contingent consideration         0            
Working capital and other adjustments         0            
Total consideration         $ 84,000            
InGenius                      
Business Acquisition [Line Items]                      
Cash           $ 26,428          
Holdback           3,000          
Contingent consideration           4,865          
Working capital and other adjustments           0          
Total consideration           $ 34,293          
Cash holdback, payment period (in months)           12 months          
Future earn out payments, maximum       $ 15,000              
Earnout payment                   $ (4,500)  
Cimpl                      
Business Acquisition [Line Items]                      
Cash             $ 23,071        
Holdback             2,600        
Contingent consideration             0        
Working capital and other adjustments             0        
Total consideration             $ 25,671        
Cash holdback, payment period (in months)             12 months        
Kapost                      
Business Acquisition [Line Items]                      
Cash               $ 45,000      
Holdback               5,000      
Contingent consideration               0      
Working capital and other adjustments               (601)      
Total consideration               $ 49,399      
Cash holdback, payment period (in months)               12 months      
Postup                      
Business Acquisition [Line Items]                      
Cash                 $ 34,825    
Holdback                 175    
Contingent consideration                 0    
Working capital and other adjustments                 0    
Total consideration                 $ 35,000    
Cash holdback, payment period (in months)                 12 months    
v3.22.0.1
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Jun. 24, 2021
Feb. 28, 2021
Jan. 19, 2021
Feb. 06, 2020
Dec. 31, 2019
Business Acquisition [Line Items]              
Goodwill $ 457,472 $ 383,598         $ 346,134
Weighted-average amortization period 6 years 7 months 6 days 7 years 4 months 24 days          
Customer relationships              
Business Acquisition [Line Items]              
Weighted-average amortization period 7 years 8 years          
Trade name              
Business Acquisition [Line Items]              
Weighted-average amortization period 2 years 2 years          
Developed technology              
Business Acquisition [Line Items]              
Weighted-average amortization period 5 years 5 years          
Panviva              
Business Acquisition [Line Items]              
Cash     $ 132        
Accounts receivable     2,122        
Other current assets     4,985        
Operating lease right-of-use asset     197        
Property and equipment     26        
Goodwill     16,604        
Other assets     33        
Total assets acquired     36,126        
Accounts payable     (1,257)        
Accrued expense and other     (5,053)        
Deferred tax liabilities     (2,395)        
Deferred revenue     (3,397)        
Operating lease liabilities     (197)        
Total liabilities assumed     (12,299)        
Total consideration     23,827        
Panviva | Customer relationships              
Business Acquisition [Line Items]              
Intangible assets     9,757        
Panviva | Trade name              
Business Acquisition [Line Items]              
Intangible assets     76        
Panviva | Technology              
Business Acquisition [Line Items]              
Intangible assets     $ 2,194        
BlueVenn              
Business Acquisition [Line Items]              
Cash       $ 1,115      
Accounts receivable       1,289      
Other current assets       1,983      
Operating lease right-of-use asset       1,357      
Property and equipment       611      
Goodwill       44,646      
Other assets       24      
Total assets acquired       74,488      
Accounts payable       (2,772)      
Accrued expense and other       (2,164)      
Deferred tax liabilities       (3,640)      
Deferred revenue       (6,593)      
Operating lease liabilities       (1,357)      
Total liabilities assumed       (16,526)      
Total consideration       57,962      
BlueVenn | Customer relationships              
Business Acquisition [Line Items]              
Intangible assets       18,888      
BlueVenn | Trade name              
Business Acquisition [Line Items]              
Intangible assets       238      
BlueVenn | Technology              
Business Acquisition [Line Items]              
Intangible assets       $ 4,337      
Second Street              
Business Acquisition [Line Items]              
Cash         $ 0    
Accounts receivable         1,105    
Other current assets         89    
Operating lease right-of-use asset         489    
Property and equipment         156    
Goodwill         16,586    
Other assets         13    
Total assets acquired         36,638    
Accounts payable         (230)    
Accrued expense and other         (378)    
Deferred tax liabilities         (4,320)    
Deferred revenue         (500)    
Operating lease liabilities         (489)    
Total liabilities assumed         (5,917)    
Total consideration         30,721    
Second Street | Customer relationships              
Business Acquisition [Line Items]              
Intangible assets         14,600    
Second Street | Trade name              
Business Acquisition [Line Items]              
Intangible assets         200    
Second Street | Technology              
Business Acquisition [Line Items]              
Intangible assets         $ 3,400    
Localytics              
Business Acquisition [Line Items]              
Cash           $ 0  
Accounts receivable           3,648  
Other current assets           6,323  
Operating lease right-of-use asset           7,605  
Property and equipment           409  
Goodwill           33,543  
Other assets           6  
Total assets acquired           88,934  
Accounts payable           (2,382)  
Accrued expense and other           (6,761)  
Deferred tax liabilities           (3,382)  
Deferred revenue           (4,812)  
Operating lease liabilities           (7,835)  
Total liabilities assumed           (25,172)  
Total consideration           63,762  
Localytics | Customer relationships              
Business Acquisition [Line Items]              
Intangible assets           30,500  
Localytics | Trade name              
Business Acquisition [Line Items]              
Intangible assets           300  
Localytics | Technology              
Business Acquisition [Line Items]              
Intangible assets           $ 6,600  
v3.22.0.1
Acquisitions - Weighted Average Amortization Period (Details)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted-average amortization period 6 years 7 months 6 days 7 years 4 months 24 days
Customer relationships    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted-average amortization period 7 years 8 years
Trade name    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted-average amortization period 2 years 2 years
Developed technology    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted-average amortization period 5 years 5 years
v3.22.0.1
Fair Value Measurements - Additional Information (Details) - Credit Facility - Secured Debt
 12 Months Ended
Dec. 31, 2021
Aug. 06, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt instrument, term 7 years  
Stated interest rate (as a percent) 5.40% 5.40%
v3.22.0.1
Fair Value Measurements - Assets and Liabilities at Fair Value, Recurring Basis (Details) - Recurring Measurement - Interest Rate Swap - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability $ 8,409 $ 30,032
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability 0 0
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability 8,409 30,032
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability $ 0 $ 0
v3.22.0.1
Fair Value Measurements - Fixed Maturity Securities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Localytics    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Earnout payment   $ (1,000)
InGenius    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Earnout payment   (4,500)
Level 3 | Earnout Consideration    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning balance $ 0  
Ending balance 0 0
Recurring Measurement | Level 3 | Earnout Consideration    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning balance 0 4,394
(Gain) loss included in earnings (4,169) 155
Foreign currency translation adjustments (16) 0
Acquisitions 4,185 1,000
Settlements $ 0 (5,549)
Ending balance   $ 0
v3.22.0.1
Fair Value Measurements - Debt (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 31, 2020
Level 2 | Recurring Measurement    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair value of debt $ 527.9 $ 533.3
v3.22.0.1
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Goodwill [Roll Forward]    
Beginning balance, goodwill $ 383,598 $ 346,134
Acquired in business combinations 85,102 39,646
Adjustment related to prior year business combinations   (996)
Adjustment related to finalization of current year business combinations (7,266) (6,103)
Foreign currency translation adjustment (3,962) 4,917
Ending balance, goodwill $ 457,472 $ 383,598
v3.22.0.1
Goodwill and Other Intangible Assets - Intangible Assets, Net (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 458,353 $ 408,754
Accumulated Amortization 178,433 128,779
Net Carrying Amount 279,920 279,975
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 358,943 318,941
Accumulated Amortization 126,329 89,131
Net Carrying Amount $ 232,614 $ 229,810
Customer relationships | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 1 year 1 year
Customer relationships | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 10 years 10 years
Trade name    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 9,714 $ 9,283
Accumulated Amortization 5,752 4,763
Net Carrying Amount $ 3,962 $ 4,520
Trade name | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 1 year 6 months 1 year 6 months
Trade name | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 10 years 10 years
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 88,548 $ 79,382
Accumulated Amortization 45,204 33,929
Net Carrying Amount $ 43,344 $ 45,453
Developed technology | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 4 years 4 years
Developed technology | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 9 years 9 years
Noncompetes    
Finite-Lived Intangible Assets [Line Items]    
Estimated useful life (in years) 3 years 3 years
Gross Carrying Amount $ 1,148 $ 1,148
Accumulated Amortization 1,148 956
Net Carrying Amount $ 0 $ 192
v3.22.0.1
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Acquired Finite-Lived Intangible Assets [Line Items]      
Amortization expense $ 50.9 $ 44.9 $ 32.4
Customer relationships | Minimum      
Acquired Finite-Lived Intangible Assets [Line Items]      
Estimated useful life (in years) 1 year 1 year  
Customer relationships | Minimum | Sunset Assets      
Acquired Finite-Lived Intangible Assets [Line Items]      
Estimated useful life (in years) 1 year    
Customer relationships | Maximum      
Acquired Finite-Lived Intangible Assets [Line Items]      
Estimated useful life (in years) 10 years 10 years  
Customer relationships | Maximum | Sunset Assets      
Acquired Finite-Lived Intangible Assets [Line Items]      
Estimated useful life (in years) 2 years 6 months    
v3.22.0.1
Goodwill and Other Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2022 $ 49,288  
2023 46,944  
2024 44,593  
2025 41,318  
2026 38,693  
Thereafter 59,084  
Net Carrying Amount $ 279,920 $ 279,975
v3.22.0.1
Income Taxes - Loss from Continuing Operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
United States $ (53,981) $ (43,851) $ (41,237)
Foreign (12,575) (11,602) (10,939)
Loss before benefit from income taxes $ (66,556) $ (55,453) $ (52,176)
v3.22.0.1
Income Taxes - Components of the Provision(Benefit) for Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Current      
Federal $ 0 $ 0 $ (10)
State 363 402 395
Foreign 2,349 2,449 1,989
Total Current 2,712 2,851 2,374
Deferred      
Federal (5,180) (2,275) (5,139)
State (1,033) (137) (103)
Foreign (4,843) (4,673) (3,937)
Total Deferred (11,056) (7,085) (9,179)
(Benefit from) provision for income taxes $ (8,344) $ (4,234) $ (6,805)
v3.22.0.1
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards $ 365,800    
Net operating loss carryforwards, carry forward indefinitely 36,600    
Valuation allowance, deferred tax asset increase (decrease) (7,100) $ 14,500  
Unrecognized tax benefits 772 610 $ 689
Unrecognized tax benefits that would impact effective tax rate 800    
Accrued interest or penalties related to uncertain tax positions 400    
Tax Effect of Items Recorded in Other Comprehensive Income      
Operating Loss Carryforwards [Line Items]      
Valuation allowance, deferred tax asset increase (decrease) (5,700) 10,700  
Domestic Business Combinations      
Operating Loss Carryforwards [Line Items]      
Valuation allowance, deferred tax asset increase (decrease) (6,400) (2,400)  
Current Operations      
Operating Loss Carryforwards [Line Items]      
Valuation allowance, deferred tax asset increase (decrease) 5,000 $ 6,200  
Domestic Tax Authority      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards 327,300    
Operating loss carryforwards, expiration amount 155,000    
Credit carryforwards, expiration before utilization 4,400    
Domestic Tax Authority | Research Tax Credit Carryforward      
Operating Loss Carryforwards [Line Items]      
Research & development credit carryforwards 4,400    
Foreign Tax Authority      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards $ 38,500    
v3.22.0.1
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Deferred tax assets:      
Accrued expenses and allowances $ 2,197 $ 2,095 $ 2,616
Deferred revenue 536 613 28
Stock compensation 1,558 1,151 1,157
Net operating loss and tax credit carryforwards 53,388 53,157 45,716
Disallowed interest expense carryforwards 15,654 11,599 6,692
Capital expenses 321 286 192
Tax credit carryforwards 0 600 991
Lease liability 2,340 3,054 2,177
Unrealized losses 1,974 7,617 0
Other 638 658 696
Valuation allowance for noncurrent deferred tax assets (28,627) (35,701) (21,179)
Net deferred tax assets 49,979 45,129 39,086
Deferred tax liabilities:      
Prepaid expenses (272) (260) (210)
Intangible assets (59,092) (56,541) (53,737)
Goodwill (6,570) (5,954) (5,187)
Tax credit carryforwards (99) 0 0
Right of use asset (1,330) (2,597) (2,135)
Unrealized gains 0 0 (1,184)
Deferred commissions (5,409) (3,869) (2,318)
Net deferred tax liabilities (72,772) (69,221) (64,771)
Net deferred taxes $ (22,793) $ (24,092) $ (25,685)
v3.22.0.1
Income Taxes - Reconciliation of Income Tax Rate (Details)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
Federal statutory rate (percent) 21.00% 21.00% 21.00%
State taxes, net of federal benefit (percent) 1.50% 1.60% 2.70%
Tax credits (percent) 0.60% (0.10%) 1.40%
Effect of foreign operations (percent) (0.60%) (1.10%) (1.00%)
Stock compensation (percent) (5.40%) (0.30%) 4.10%
Disallowed excess executive compensation (percent) (5.30%) (4.00%) (2.10%)
Permanent items and other (percent) 0.10% (0.70%) (2.30%)
Tax carryforwards not benefited (percent) 1.10% (8.80%) (10.80%)
Change in tax rates (percent) (2.60%) 0.00% 0.00%
Australia tax basis uplift (percent) 2.10% 0.00% 0.00%
Effective tax rate (percent) 12.50% 7.60% 13.00%
v3.22.0.1
Income Taxes - Unrecognized Tax Benefits Roll Forward (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]    
Beginning balance $ 610 $ 689
Additional based on tax positions related to the current year 0 0
Additions for tax positions of prior years 162 0
Reductions for tax positions of prior years 0 (79)
Settlements 0 0
Ending balance $ 772 $ 610
v3.22.0.1
Debt - Long-term Debt (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Debt Instrument [Line Items]    
Unamortized discount $ 9,520 $ 11,648
Imputed interest rate (as a percent) 5.80% 5.80%
Total debt outstanding, net of discount $ 518,330  
Less current maturities (3,167) $ (3,166)
Total long-term debt 515,163 518,437
Senior secured loans    
Debt Instrument [Line Items]    
Total debt outstanding, net of discount $ 518,330 $ 521,603
v3.22.0.1
Debt - Loan and Security Agreements (Details) - USD ($)
 12 Months Ended
Aug. 06, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Nov. 26, 2019
Debt Instrument [Line Items]          
Cash flow hedge gain (loss), net   $ 1,900,000      
Debt instrument, cash interest costs (as a percent)   5.40% 5.40%    
Write off of deferred financing costs   $ 0 $ 0 $ 2,300,000  
Liability | Interest Rate Swap          
Debt Instrument [Line Items]          
Interest rate swap liabilities   (8,400,000)      
Credit Facility          
Debt Instrument [Line Items]          
Debt instrument, covenant compliance (as a percent) 35.00%        
Debt instrument, covenant, leverage ratio, maximum, amount $ 50,000,000        
Debt instrument, covenant, leverage ratio, maximum 6.00        
Increase in interest rate upon default (as a percent) 2.00%        
Unamortized debt issuance costs   (9,500,000)      
Credit Facility | Secured Debt          
Debt Instrument [Line Items]          
Note face amount $ 350,000,000 $ 540,000,000     $ 190,000,000
Debt instrument, term   7 years      
Debt instrument, repayment rate, quarterly (as a percent) 0.25%        
Debt instrument, repayment rate, annual (as a percent) 1.00%        
Stated interest rate (as a percent) 5.40% 5.40%      
Credit Facility | Secured Debt | Base Rate          
Debt Instrument [Line Items]          
Basis spread (as a percent) 2.75%        
Credit Facility | Secured Debt | Eurodollar Deposits Rate          
Debt Instrument [Line Items]          
Basis spread (as a percent) 3.75%        
Credit Facility | Secured Debt | Eurodollar Deposits Rate | Minimum          
Debt Instrument [Line Items]          
Basis spread (as a percent) 0.00%        
Credit Facility | Secured Debt | Federal Funds Effective Swap Rate          
Debt Instrument [Line Items]          
Basis spread (as a percent) 0.50%        
Credit Facility | Secured Debt | Federal Funds Effective Swap Rate | Minimum          
Debt Instrument [Line Items]          
Basis spread (as a percent) 0.00%        
Credit Facility | Secured Debt | Eurodollar          
Debt Instrument [Line Items]          
Basis spread (as a percent) 1.00%        
Credit Facility | Revolving Credit Facility          
Debt Instrument [Line Items]          
Debt instrument, term 5 years        
Maximum borrowing capacity $ 60,000,000        
Borrowings outstanding under line of credit 0        
Credit Facility | Letter of Credit          
Debt Instrument [Line Items]          
Maximum borrowing capacity $ 10,000,000        
Commitment fee rate (as a percent) 0.50%        
v3.22.0.1
Debt - Schedule of Debt, Interest Rate Swap (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Debt Disclosure [Abstract]      
Unrealized gain (loss) recognized in Other comprehensive income on interest rate swaps $ 21,623 $ (32,455) $ 2,424
Gain (loss) on interest rate swap (included in Interest expense, net on our consolidated statement of operations) $ (8,250) $ (5,500) $ 484
v3.22.0.1
Debt - Future Debt Maturities of Long-term Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Long-term Debt, Fiscal Year Maturity [Abstract]    
2022 $ 5,400  
2023 5,400  
2024 5,400  
2025 5,400  
2026 506,250  
Thereafter 0  
Long-term debt 527,850  
Less unamortized discount 9,520 $ 11,648
Total debt outstanding, net of discount $ 518,330  
v3.22.0.1
Net Loss Per Share - Computation of Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Numerators:      
Net loss $ (58,212) $ (51,219) $ (45,371)
Denominator:      
Weighted-average common shares outstanding, basic (in shares) 30,295,769 26,632,116 23,099,549
Weighted-average common shares outstanding, diluted (in shares) 30,295,769 26,632,116 23,099,549
Net loss per common share, basic (in dollars per share) $ (1.92) $ (1.92) $ (1.96)
Net loss per common share, diluted (in dollars per share) $ (1.92) $ (1.92) $ (1.96)
v3.22.0.1
Net Loss Per Share - Anti-Dilutive Common Share Equivalents (Details) - shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 1,670,889 1,626,097 1,491,722
Stock options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 227,605 264,002 329,698
Restricted stock awards      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 0 34,508 371,217
Restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 1,379,747 1,261,290 790,807
Performance restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti–dilutive common share equivalents (in shares) 63,537 66,297 0
v3.22.0.1
Leases - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Lessee, Lease, Description [Line Items]      
Finance lease term 4 years    
Operating lease cost $ 7,279 $ 6,681  
Sublease income 1,068 798 $ 500
Future sublease income 2,900    
Building      
Lessee, Lease, Description [Line Items]      
Operating lease cost 6,200 5,900 $ 2,900
Facility Closing      
Lessee, Lease, Description [Line Items]      
Restructuring charges $ 4,400 $ 3,600  
v3.22.0.1
Leases - Components of Lease Components (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]      
Operating lease cost $ 7,279 $ 6,681  
Finance lease costs:      
Amortization of right-of-use assets 29 139  
Interest on lease liabilities 0 10  
Sublease income (1,068) (798) $ (500)
Total lease expense $ 6,240 $ 6,032  
v3.22.0.1
Leases - Other Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]      
Operating cash flows from operating leases $ 4,111 $ 4,160  
Operating cash flows from finance leases 0 10  
Financing cash flows from finance leases 12 88 $ 529
Right-of-use asset obtained in exchange for operating lease obligations $ 2,748 $ 8,915  
Weighted average remaining lease term - operating leases 3 years 7 months 6 days 4 years 1 month 6 days  
Weighted average remaining lease term - finance leases 0 years 2 years 7 months 6 days  
Weighted average discount rate - operating leases 5.40% 5.60%  
Weighted average discount rate - finance leases 0.00% 5.10%  
v3.22.0.1
Leases - Future Minimum Payments for Operating and Finance Leases (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Operating Leases    
2022 $ 4,060  
2023 3,270  
2024 2,219  
2025 1,485  
2026 945  
Thereafter 44  
Total minimum lease payments 12,023  
Less amount representing interest (1,704)  
Present value of lease liabilities 10,319  
Operating lease liabilities, current 3,546 $ 3,315
Operating lease liabilities, noncurrent 6,773 $ 8,387
Total lease liabilities $ 10,319  
v3.22.0.1
Commitments and Contingencies - Future Minimum Payments, Operating and Capital Leases (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Purchase Obligation, Fiscal Year Maturity [Abstract]  
2022 $ 22,771
2023 12,256
2024 11,379
2025 6,694
2026 0
Thereafter 0
Total minimum lease payments $ 53,100
v3.22.0.1
Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment, Net [Abstract]    
Accumulated depreciation $ (15,094) $ (13,133)
Property and equipment, net 2,667 2,778
Equipment    
Property, Plant and Equipment, Net [Abstract]    
Property and Equipment 15,327 13,515
Furniture and fixtures    
Property, Plant and Equipment, Net [Abstract]    
Property and Equipment 668 645
Leasehold improvements    
Property, Plant and Equipment, Net [Abstract]    
Property and Equipment $ 1,766 $ 1,751
v3.22.0.1
Property and Equipment - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Abstract]      
Depreciation and amortization expense $ 2,000 $ 2,200 $ 2,200
Non-cash loss on retirement of fixed assets 0 $ 635 0
Impairment of long-lived assets $ 0   $ 0
v3.22.0.1
Stockholders' Equity - Additional Information (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Aug. 27, 2020
USD ($)
shares
Aug. 14, 2020
$ / shares
shares
Dec. 31, 2021
USD ($)
vote
$ / shares
shares
Dec. 31, 2020
USD ($)
$ / shares
shares
Dec. 31, 2019
USD ($)
Class of Stock [Line Items]          
Common stock authorized (in shares)     50,000,000 50,000,000  
Preferred stock authorized (in shares)     5,000,000 5,000,000  
Common stock, par value (in USD per share) | $ / shares   $ 0.0001 $ 0.0001 $ 0.0001  
Preferred stock, par value (in USD per share) | $ / shares     $ 0.0001 $ 0.0001  
Preferred stock issued (in shares)     0 0  
Preferred stock outstanding (in shares)     0 0  
Common stock, votes per share | vote     1    
Issuance of common stock in initial public offering (in shares)   3,500,000      
Sale of stock (in dollars per share) | $ / shares   $ 34.00      
Net proceeds from issuance of common stock, net of issuance costs | $ $ 130,100   $ 274 $ 130,539 $ 151,551
Issuance costs | $ $ 6,800        
Unrealized translation loss on intercompany loans with foreign subsidiaries, net of income tax expense | $     $ (1,900)    
Over-Allotment Option          
Class of Stock [Line Items]          
Number of shares issued in transaction (in shares) 525,000        
v3.22.0.1
Stockholders' Equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Stockholders' equity $ 316,288 $ 306,615
Foreign currency translation adjustment    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Stockholders' equity (5,657) 644
Unrealized translation gain on intercompany loans with foreign subsidiaries    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Stockholders' equity 2,552 3,154
Unrealized loss on interest rate swaps    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Stockholders' equity (8,409) (30,032)
Total accumulated other comprehensive loss    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Stockholders' equity $ (11,514) $ (26,234)
v3.22.0.1
Stockholders' Equity - Stock Compensation Plans (Details)
 12 Months Ended
Dec. 31, 2021
stock-Based_compensation_plan
shares
Dec. 31, 2020
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Number of stock-based compensation plans | stock-Based_compensation_plan 2  
Number of shares available for grant, annual increase (as a percent) 4.00%  
Stock options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Options outstanding (in shares) 227,605 264,002
Restricted stock awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Anti–dilutive common share equivalents (in shares) 0 34,508
Restricted stock units    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Anti–dilutive common share equivalents (in shares) 1,379,747 1,261,290
Performance restricted stock units    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Anti–dilutive common share equivalents (in shares) 63,537 66,297
Vesting period 18 months  
2010 Plan and 2014 Plan | Stock options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Maximum vesting period 10 years  
2010 Plan and 2014 Plan | Minimum | Stock options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 4 years  
2010 Plan and 2014 Plan | Minimum | Restricted stock awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 3 years  
2010 Plan and 2014 Plan | Maximum | Stock options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 3 years  
2010 Plan and 2014 Plan | Maximum | Restricted stock awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting period 4 years  
2010 Stock Plan | Stock options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Options outstanding (in shares) 69,701  
2014 Stock Plan | Stock options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Options outstanding (in shares) 157,904  
Common stock shares reserved for issuance under the plan (in shares) 599,639  
v3.22.0.1
Stockholders' Equity - Shared Based Compensation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense $ 53,873 $ 41,692 $ 25,754
Cost of revenue      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense 2,088 1,951 1,000
Research and development      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense 3,085 3,391 2,310
Sales and marketing      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense 5,957 3,450 1,543
General and administrative      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense 42,743 $ 32,900 $ 20,901
General and administrative | Executive Officer      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Share-based compensation expense $ 6,300    
v3.22.0.1
Stockholders' Equity - Restricted Stock Units (Details) - Restricted stock units - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Number of Restricted Shares Outstanding      
Unvested balances, beginning (in shares) 1,261,290    
Units granted (in shares) 1,249,066    
Units vested (in shares) (981,812)    
Units forfeited (in shares) (148,797)    
Unvested balances, ending (in shares) 1,379,747 1,261,290  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]      
Weighted average grant date fair value, beginning (in dollars per share) $ 39.92    
Weighted average grant date fair value, awards granted (in dollars per share) 47.33    
Weighted average grant date fair value, awards vested (in dollars per share) 42.09    
Weighted average grant date fair value, awards forfeited (in dollars per share) 43.60    
Weighted average grant date fair value, ending (in dollars per share) $ 44.69 $ 39.92  
Fair value of awards vested $ 28.2 $ 31.0 $ 10.6
Unrecognized compensation costs $ 55.2    
Unrecognized compensation costs, period of recognition (in years) 1 year 8 months 12 days    
v3.22.0.1
Stockholders' Equity - Restricted Stock Awards (Details) - Restricted stock awards - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Number of Restricted Shares Outstanding      
Unvested balances, beginning (in shares) 34,508    
Awards granted (in shares) 0    
Awards vested (in shares) (34,508)    
Awards forfeited (in shares) 0    
Unvested balances, ending (in shares) 0 34,508  
Weighted-Average Grant Date Fair Value      
Weighted average grant date fair value, beginning (in dollars per share) $ 30.13    
Weighted average grant date fair value, awards granted (in dollars per share) 0    
Weighted average grant date fair value, awards vested (in dollars per share) 30.13    
Weighted average grant date fair value, awards forfeited (in dollars per share) 0    
Weighted average grant date fair value, ending (in dollars per share) $ 0 $ 30.13  
Fair value of awards vested $ 1.4 $ 11.7 $ 24.7
v3.22.0.1
Stockholders' Equity - Performance Based Restricted Stock Unit (Details) - Performance restricted stock units - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period 18 months    
Target payout (as a percent) 100.00%    
Fair value of awards vested $ 5.6 $ 0.0 $ 0.0
Number of Restricted Shares Outstanding      
Unvested balances, beginning (in shares) 66,297    
Units granted (in shares) 63,537   0
Incremental PRSUs vested in period (in shares) 69,048    
Units vested (in shares) (135,345)    
Unvested balances, ending (in shares) 63,537 66,297  
Weighted-Average Grant Date Fair Value      
Weighted average grant date fair value, beginning (in dollars per share) $ 79.72    
Weighted average grant date fair value, awards granted (in dollars per share) 84.87    
Weighted average grant date fair value, awards vested (in dollars per share) 79.72    
Weighted average grant date fair value, ending (in dollars per share) $ 84.87 $ 79.72  
Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Awards vesting rights (as a percent) 0.00%    
Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Awards vesting rights (as a percent) 300.00%    
Chief Executive Officer      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Awards vesting rights (as a percent) 50.00%    
v3.22.0.1
Stockholders' Equity - Stock Option Activity (Details) - Stock options - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Number of Options Outstanding      
Options outstanding at beginning of period (in shares) 264,002    
Options granted (in shares) 0    
Options exercised (in shares) 35,983    
Options forfeited (in shares) 0    
Options expired (in shares) 414    
Options outstanding at end of period (in shares) 227,605 264,002  
Options vested and expected to vest (in shares) 227,605    
Options vested and exercisable (in shares) 227,605    
Weighted– Average Exercise Price      
Weighted-average exercise price, beginning of period (in dollars per share) $ 8.93    
Weighted-average exercise price, options granted (in dollars per share) 0    
Weighted-average exercise price, options exercised (in dollars per share) 7.62    
Weighted-average exercise price, options forfeited (in dollars per share) 0    
Weighted-average exercise price, options expired (in dollars per share) 1.56    
Weighted-average exercise price, end of period (in dollars per share) 9.15 $ 8.93  
Weighted-average exercise price, options vested and expected to vest (in dollars per share) 9.15    
Weighted-average exercise price, options vested and exercisable (in dollars per share) $ 9.15    
Weighted-average remaining contractual life (in years) 3 years 4 months 24 days    
Weighted-average remaining contractual life, options vested and expected to vest (in years) 3 years 4 months 24 days    
Weighted-average remaining contractual life, options vested and exercisable (in years) 3 years 4 months 24 days    
Aggregate intrinsic value of options outstanding $ 2,185,000    
Aggregate intrinsic value of option vested and expected to vest 2,185,000    
Aggregate intrinsic value of options vested and exercisable 2,185,000    
Aggregate intrinsic value of options 1,100,000 $ 2,300,000 $ 2,800,000
Total fair value of employee options vested during the period 0 $ 0 $ 0
Unrecognized compensation costs 0    
Cash from option exercises $ 300,000    
v3.22.0.1
Revenue Recognition - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Jun. 30, 2021
Dec. 31, 2020
Revenue from Contract with Customer [Abstract]      
Performance obligation, description of timing Our subscription contracts are generally 1 to 3 years in length.    
Unbilled receivables $ 4,801   $ 4,561
Capitalized Contract Cost [Line Items]      
Commissions capitalized in excess of amortization of deferred commissions 5,900    
Contract with customer, liability, revenue recognized 7,800    
Remaining performance obligation $ 295,400    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01      
Capitalized Contract Cost [Line Items]      
Remaining performance obligation, percent 67.00%    
Remaining performance obligation, timing 12 months    
Deferred Commissions For New Customer Contracts      
Capitalized Contract Cost [Line Items]      
Deferred commissions, amortization period   6 years  
Deferred Commissions Related To Renewals      
Capitalized Contract Cost [Line Items]      
Deferred commissions, amortization period 18 months    
Subscription and support      
Capitalized Contract Cost [Line Items]      
Contract with customer, liability, revenue recognized $ 83,100    
Professional services      
Capitalized Contract Cost [Line Items]      
Contract with customer, liability, revenue recognized $ 2,200    
v3.22.0.1
Revenue Recognition - Change in Deferred Commissions (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
Capitalized Contract Costs [Roll Forward]  
Deferred commissions balance at December 31, 2020 $ 18,746
Capitalized deferred commissions 14,581
Amortization of deferred commissions (8,695)
Deferred commissions balance at December 31, 2021 $ 24,632
v3.22.0.1
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Disaggregation of Revenue [Line Items]      
Total revenue $ 302,016 $ 291,778 $ 222,637
Subscription and support      
Disaggregation of Revenue [Line Items]      
Total revenue 287,621 277,504 203,866
Subscription and support | United States      
Disaggregation of Revenue [Line Items]      
Total revenue 205,882 206,320 140,882
Subscription and support | United Kingdom      
Disaggregation of Revenue [Line Items]      
Total revenue 45,673 39,032 38,879
Subscription and support | Canada      
Disaggregation of Revenue [Line Items]      
Total revenue 13,870 14,830 10,504
Subscription and support | Other International      
Disaggregation of Revenue [Line Items]      
Total revenue 22,196 17,322 13,601
Perpetual license      
Disaggregation of Revenue [Line Items]      
Total revenue 2,150 1,884 5,738
Perpetual license | United States      
Disaggregation of Revenue [Line Items]      
Total revenue 1,840 1,396 5,395
Perpetual license | United Kingdom      
Disaggregation of Revenue [Line Items]      
Total revenue 11 16 42
Perpetual license | Canada      
Disaggregation of Revenue [Line Items]      
Total revenue 109 76 111
Perpetual license | Other International      
Disaggregation of Revenue [Line Items]      
Total revenue 190 396 190
Professional services      
Disaggregation of Revenue [Line Items]      
Total revenue 12,245 12,390 13,033
Professional services | United States      
Disaggregation of Revenue [Line Items]      
Total revenue 8,104 8,721 9,250
Professional services | United Kingdom      
Disaggregation of Revenue [Line Items]      
Total revenue 2,666 2,059 2,367
Professional services | Canada      
Disaggregation of Revenue [Line Items]      
Total revenue 410 504 536
Professional services | Other International      
Disaggregation of Revenue [Line Items]      
Total revenue $ 1,065 $ 1,106 $ 880
v3.22.0.1
Employee Benefit Plans (Details)
 12 Months Ended
Dec. 31, 2021
USD ($)
plan
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Retirement Benefits [Abstract]      
Number of voluntary defined contribution plans | plan 1    
Contributions to the 401(k) plans | $ $ 0 $ 0 $ 0
v3.22.0.1
Segment and Geographic Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets $ 2,667 $ 2,778
United States    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 1,367 1,454
United Kingdom    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 533 429
Canada    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 536 606
Other International    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets $ 231 $ 289
v3.22.0.1
Related Party Transactions (Details)
 12 Months Ended
Mar. 28, 2017
Dec. 31, 2021
USD ($)
agreement
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Jul. 09, 2021
Jul. 08, 2021
Related Party Transaction [Line Items]            
Number of agreements | agreement   2        
Purchase obligation   $ 53,100,000        
Prepaid and other   8,709,000 $ 12,694,000      
Investor            
Related Party Transaction [Line Items]            
Purchase obligation   10,000,000        
Amount of related party transaction   9,600,000 7,400,000 $ 4,900,000    
Accounts payable   0 0      
Software Development Services | Investor            
Related Party Transaction [Line Items]            
Renewal period term 1 year          
Services | Investor            
Related Party Transaction [Line Items]            
Purchase obligation   0        
Amount of related party transaction   4,000,000 4,800,000 3,500,000    
Accounts payable   900,000 600,000      
Management, HR/Payroll and Administrative Services | Former Subsidiary            
Related Party Transaction [Line Items]            
Revenue     45,000 $ 60,000    
Management, HR/Payroll and Administrative Services | Former Subsidiary | Visionael Corporation            
Related Party Transaction [Line Items]            
Prepaid and other   0 400,000      
Allowance for credit losses   $ 400,000 $ 300,000      
Upland Software, Inc. | Investor            
Related Party Transaction [Line Items]            
Equity method investment, ownership interest (percent)         4.80%  
Upland Software, Inc. | Investor | Minimum            
Related Party Transaction [Line Items]            
Equity method investment, ownership interest (percent)           5.00%
Chief Executive Officer And Board Of Directors Chairman | Visionael Corporation            
Related Party Transaction [Line Items]            
Percentage of ownership   26.18%        
v3.22.0.1
Subsequent Events (Details) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 23, 2022
Jan. 07, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Subsequent Event [Line Items]          
Cash at closing (net of cash acquired)     $ 92,417 $ 67,655 $ 216,025
Objectif Lune | Subsequent Event          
Subsequent Event [Line Items]          
Cash at closing (net of cash acquired)   $ 29,000      
Cash holdback payable   $ 5,300      
Cash holdback period   12 months      
BA-Insight, Inc (Brontes Acquisition Corporation) | Subsequent Event          
Subsequent Event [Line Items]          
Cash at closing (net of cash acquired) $ 33,400        
Cash holdback payable $ 600        
Cash holdback period 15 months