What changed in this filing

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Item 1. Financial Statements

2021-11-03 compared with 2021-08-04 · 154 added, 140 removed, 630 unchanged (32% of the section changed)

3 unchanged sentences

(in thousands, except for share and per share information)

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Assets (unaudited)

1 unchanged sentence

Cash and cash equivalents $ 179,584 $ 250,029

Accounts receivable (net of allowance of $ 1,188 and $ 1,465 at June 30, 2021 and December 31, 2020, respectively)

Accounts receivable (net of allowance of $ 1,081 and $ 1,465 at September 30, 2021 and December 31, 2020, respectively)

37,076 44,472

17 unchanged sentences

Deferred revenue 90,368 87,552

Due to sellers 11,143 416

Liabilities due to sellers of businesses 10,531 416

Operating lease liabilities, current 3,555 3,315

Current maturities of notes payable (includes unamortized discount of $ 2,247 and $ 2,234 at June 30, 2021 and December 31, 2020, respectively)

Current maturities of notes payable (includes unamortized discount of $ 2,243 and $ 2,234 at September 30, 2021 and December 31, 2020, respectively)

Total current liabilities 145,012 121,420

Notes payable, less current maturities (includes unamortized discount of $ 8,399 and $ 9,414 at June 30, 2021 and December 31, 2020, respectively)

Notes payable, less current maturities (includes unamortized discount of $ 7,842 and $ 9,414 at September 30, 2021 and December 31, 2020, respectively)

515,958 518,437

8 unchanged sentences

50,000,000 shares authorized:

30,413,246 and 29,987,114 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively)

30,516,350 and 29,987,114 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively)

Additional paid-in capital 558,495 515,219

7 unchanged sentences

(in thousands, except for share and per share information)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

19 unchanged sentences

Interest expense, net ( 7,971 ) ( 8,078 ) ( 23,700 ) ( 23,594 )

Other expense, net ( 399 ) ( 15 ) ( 162 ) ( 1,417 )

Other income (expense), net ( 650 ) 598 ( 812 ) ( 819 )

Total other expense ( 8,621 ) ( 7,480 ) ( 24,512 ) ( 24,413 )

9 unchanged sentences

(in thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

1 unchanged sentence

Foreign currency translation adjustment ( 4,548 ) 2,734 ( 5,611 ) 494

Unrealized translation gain (loss) on foreign currency denominated intercompany loans 940 132 1,780 ( 7,181 )

Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries ( 2,664 ) 3,927 ( 884 ) ( 3,254 )

Unrealized gain (loss) on interest rate swaps 2,112 ( 441 ) 14,391 ( 35,497 )

4 unchanged sentences

(in thousands, except share amounts)

Three Months Ended June 30, 2021

Three Months Ended September 30, 2021

Common Stock Additional

5 unchanged sentences

Shares Amount

Balance at March 31, 2021 30,091,665 $ 3 $ 533,044 $ ( 12,330 ) $ ( 203,057 ) $ 317,660

Balance at June 30, 2021 30,413,246 $ 3 $ 546,771 $ ( 13,238 ) $ ( 222,099 ) $ 311,437

Issuance of stock under Company plans, net of shares withheld for tax 103,104 — ( 323 ) — — ( 323 )

1 unchanged sentence

Foreign currency translation adjustment — — — ( 4,548 ) — ( 4,548 )

Unrealized translation gain on intercompany loans with foreign subsidiaries — — — 940 — 940

Unrealized loss on interest rate swaps — — — ( 3,172 ) — ( 3,172 )

Unrealized translation loss on intercompany loans with foreign subsidiaries — — — ( 2,664 ) — ( 2,664 )

Unrealized gain on interest rate swaps — — — 2,112 — 2,112

Net loss — — — — ( 11,015 ) ( 11,015 )

Balance at June 30, 2021 30,413,246 $ 3 $ 546,771 $ ( 13,238 ) $ ( 222,099 ) $ 311,437

Three Months Ended June 30, 2020

Balance at September 30, 2021 30,516,350 $ 3 $ 558,495 $ ( 18,338 ) $ ( 233,114 ) $ 307,046

Three Months Ended September 30, 2020

Common Stock Additional

5 unchanged sentences

Shares Amount

Balance at March 31, 2020 25,305,427 $ 3 $ 353,720 $ ( 43,396 ) $ ( 151,235 ) $ 159,092

Balance at June 30, 2020 25,365,735 $ 3 $ 363,328 $ ( 45,700 ) $ ( 165,394 ) $ 152,237

Issuance of stock under Company plans, net of shares withheld for tax 69,853 — 20 — — 20

Issuance of stock, net of issuance costs 4,025,000 — 130,114 — — 130,114

Stock-based compensation — — 10,963 — — 10,963

3 unchanged sentences

Net loss — — — — ( 11,310 ) ( 11,310 )

Balance at June 30, 2020 25,365,735 $ 3 $ 363,328 $ ( 45,700 ) $ ( 165,394 ) $ 152,237

Balance at September 30, 2020 29,460,588 $ 3 $ 504,425 $ ( 39,480 ) $ ( 176,704 ) $ 288,244

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

Common Stock Additional

9 unchanged sentences

Foreign currency translation adjustment — — — ( 5,611 ) — ( 5,611 )

Unrealized translation gain on intercompany loans with foreign subsidiaries — — — 1,780 — 1,780

Unrealized translation loss on intercompany loans with foreign subsidiaries — — — ( 884 ) — ( 884 )

Unrealized gain on interest rate swaps — — — 14,391 — 14,391

Net loss — — — — ( 50,741 ) ( 50,741 )

Balance at June 30, 2021 30,413,246 $ 3 $ 546,771 $ ( 13,238 ) $ ( 222,099 ) $ 311,437

Six Months Ended June 30, 2020

Balance at September 30, 2021 30,516,350 $ 3 $ 558,495 $ ( 18,338 ) $ ( 233,114 ) $ 307,046

Nine Months Ended September 30, 2020

Common Stock Additional

14 unchanged sentences

Net loss — — — — ( 45,550 ) ( 45,550 )

Balance at June 30, 2020 25,365,735 $ 3 $ 363,328 $ ( 45,700 ) $ ( 165,394 ) $ 152,237

Balance at September 30, 2020 29,460,588 $ 3 $ 504,425 $ ( 39,480 ) $ ( 176,704 ) $ 288,244

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities

2 unchanged sentences

Depreciation and amortization 39,420 35,091

Change in fair value of liabilities to sellers of businesses ( 2,729 ) 155

Change in fair value of liabilities due to sellers of businesses ( 3,503 ) 155

Deferred income taxes ( 7,726 ) ( 3,346 )

3 unchanged sentences

Non-cash stock compensation expense 43,421 31,263

Non-cash loss on retirement of fixed assets 2 473

Changes in operating assets and liabilities, net of purchase business combinations:

4 unchanged sentences

Deferred revenue ( 6,822 ) ( 1,407 )

Net cash provided by (used in) operating activities 23,308 ( 4,504 )

Net cash provided by operating activities 28,646 14,152

Investing activities

10 unchanged sentences

Additional consideration paid to sellers of businesses ( 769 ) ( 11,652 )

Net cash used in financing activities ( 3,381 ) ( 14,604 )

Net cash provided by (used in) financing activities ( 5,096 ) 112,077

Effect of exchange rate fluctuations on cash ( 613 ) 404

19 unchanged sentences

In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, in all material respects, and include all adjustments of a normal recurring nature necessary for a fair presentation.

The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other period.

The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other period.

The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2020 Annual Report on Form 10-K filed with the SEC on February 25, 2021.

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Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets.

Upland is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of August 4, 2021, the date of issuance of this Quarterly Report on Form 10-Q.

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 November 3, 2021, the date of issuance of this Quarterly Report on Form 10-Q.

These estimates may change as new events occur and additional information is obtained.

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To manage accounts receivable credit risk, the Company performs periodic credit evaluations of its customers and maintains current expected credit losses which considers such factors as historical loss information, geographic location of customers, current market conditions, and reasonable and supportable forecasts.

No individual customer represented more than 10% of total revenues for the three or six months ended June 30, 2021, or more than 10% of accounts receivable as of June 30, 2021 or December 31, 2020.

No individual customer represented more than 10% of total revenues for the three or nine months ended September 30, 2021, or more than 10% of accounts receivable as of September 30, 2021 or December 31, 2020.

In connection with borrowing funds under the Company’s credit facility the Company has entered into a floating-to-fixed interest rate swap agreements to limit exposure to interest rate risk related to our debt.

6 unchanged sentences

All derivative financial instruments are recorded at fair value as a net asset or liability in the accompanying condensed consolidated balance sheets.

As of June 30, 2021 and December 31, 2020 the fair value of the interest rate swaps included in Interest rate swap liabilities in the Company's condensed consolidated balance sheets was $ 17.8 million and $ 30.0 million, respectively.

As of September 30, 2021 and December 31, 2020 the fair value of the interest rate swaps included in Interest rate swap liabilities in the Company's condensed consolidated balance sheets was $ 15.6 million and $ 30.0 million, respectively.

The change in the fair value of the hedging instruments is recorded in Other comprehensive income.

7 unchanged sentences

and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.

The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and long–term debt.

The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and debt.

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities.

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The Company is evaluating the impact of this standard on our consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08 , Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination.

The new guidance will require companies to apply the definition of a performance obligation under accounting standard codification (“ASC”) Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination.

Under current GAAP, an acquirer in a business combination is generally required to recognize and measure the assets it acquires and the liabilities it assumes at fair value on the acquisition date.

The new guidance will result in the acquirer recording acquired contract assets and liabilities on the same

basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606.

These amendments are effective for fiscal years beginning after December 15, 2022, with early adoption permitted.

The Company is evaluating the impact of this standard on our consolidated financial statements.

The Company performs quantitative and qualitative analyses to determine the significance of each acquisition to the financial statements the Company.

1 unchanged sentence

2021 Acquisitions

Acquisitions completed during the six months ended June 30, 2021 include the following:

Acquisitions completed during the nine months ended September 30, 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 June 30, 2021 were approximately $ 0.1 million.

Revenue recorded since the acquisition date through September 30, 2021 were approximately $ 1.9 million.

Revenue recorded for Panviva for the quarter ended September 30, 2021 were approximately $ 1.8 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 June 30, 2021 were approximately $ 5.4 million.

Revenues recorded for BlueVenn for the quarter ended June 30, 2021 were approximately $ 4.4 million.

Revenue recorded since the acquisition date through September 30, 2021 were approximately $ 9.0 million.

Revenue recorded for BlueVenn for the quarter ended September 30, 2021 were approximately $ 3.6 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 June 30, 2021 were approximately $ 4.7 million.

Revenues recorded for Second Street for the quarter ended June 30, 2021 were approximately $ 2.7 million.

Revenue recorded since the acquisition date through September 30, 2021 were approximately $ 7.5 million.

Revenue recorded for Second Street for the quarter ended September 30, 2021 were approximately $ 2.8 million.

2020 Acquisition

8 unchanged sentences

— 2,535 1,650 1,000

Working capital adjustment (3)

Working capital and other adjustments (3)

379 ( 537 ) — ( 5,238 )

7 unchanged sentences

Refer to Note 3 for further discussion regarding the calculation of fair value of acquisition related earn-outs.

(3) Working capital and other adjustments includes a $ 5.2 million settlement in total consideration for Localytics related to a representation and warranty insurance settlement which is included in prepaids and other current assets on the Company’s consolidated balance sheets as of December 31, 2020.

(3) In addition to working capital adjustments made to the purchase price of our acquisitions this line item includes a $ 5.2 million settlement in total consideration for Localytics related to a representation and warranty insurance settlement which is included in prepaids and other current assets on the Company’s consolidated balance sheets as of December 31, 2020.

Fair Value of Assets Acquired and Liabilities Assumed

1 unchanged sentence

The purchase accounting for the 2021 acquisitions of Panviva, BlueVenn, and Second Street are preliminary as the Company has not finalized the tax impact of these acquisitions.

In addition, the purchase price allocation for Panviva is preliminary as we work to finalize the valuation of intangible assets.

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 and Second Street 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 preliminary and finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions during the year ended December 31, 2020 and through the six months ended June 30, 2021, as well as assets and liabilities (in thousands):

The following condensed table presents the preliminary and finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions during the year ended December 31, 2020 and through the nine months ended September 30, 2021, as well as assets and liabilities (in thousands):

Preliminary Final

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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.

The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, the use of established valuation methods.

Customer relationships are valued using the multi-period excess earnings method.

Developed technology and trade names are valued using the relief-from-royalty method.

The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the six months ended June 30, 2021 and the year ended December 31, 2020 (in years):

June 30, 2021 December 31, 2020

The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the nine months ended September 30, 2021 and the year ended December 31, 2020 (in years):

September 30, 2021 December 31, 2020

Customer relationships 7.0 8.0

5 unchanged sentences

Goodwill that is deductible for tax purposes at the time of the acquisitions was $ 2.0 million.

Total transaction related expenses incurred with respect to acquisition activity during the three months ended June 30, 2021 and June 30, 2020 were $ 2.0 million and $ 0.2 million, respectively, and during the six months ended June 30, 2021 and June 30, 2020 were $ 6.1 million and $ 3.5 million, respectively.

Total transaction related expenses incurred with respect to acquisition activity during the three months ended September 30, 2021 and September 30, 2020 were $ 0.1 million and $ 0.0 million , respectively, and during the nine months ended September 30, 2021 and September 30, 2020 were $ 6.2 million and $ 3.5 million, respectively.

Transaction related expenses, excluding transformation costs, include expenses such as banker fees, legal and professional fees, insurance costs, and deal bonuses.

9 unchanged sentences

and Level 3, defined as unobservable inputs in which little or no market data exists, which therefore requires an entity to develop its own assumptions.

As of June 30, 2021, the Company had contingent accrued earnout business acquisition consideration liabilities for which fair values are measured as Level 3 instruments.

As of September 30, 2021, the Company had accrued earnout business acquisition contingent consideration liabilities for which fair values are measured as Level 3 instruments.

These contingent consideration liabilities were recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted if necessary.

1 unchanged sentence

As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3.

Any gain (loss) related to subsequent changes in the fair value of contingent consideration is recorded in acquisition-related expense or other income (expense) in the Company's condensed consolidated statement of operations based on management's assessment of the nature of the liability.

Any adjustment related to subsequent changes in the fair value of contingent consideration is recorded in acquisition-related expense or other income (expense) in the Company's condensed consolidated statement of operations based on management's assessment of the nature of the liability.

Earnout consideration liabilities are included in Due to sellers in the Company's condensed consolidated balance sheets.

3 unchanged sentences

As the fair value measure is based on the market approach, they are categorized as Level 2.

As of June 30, 2021 and December 31, 2020 the fair value of the interest rate swaps are included in Interest rate swap liabilities on the Company's condensed consolidated balance sheets.

As of September 30, 2021 and December 31, 2020 the fair value of the interest rate swaps are included in Interest rate swap liabilities on the Company's condensed consolidated balance sheets.

Liabilities measured at fair value on a recurring basis are summarized below (in thousands):

Fair Value Measurements at June 30, 2021

Fair Value Measurements at September 30, 2021

Level 1 Level 2 Level 3 Total

5 unchanged sentences

The following table presents additional information about earnout consideration liabilities measured at fair value on a recurring basis and for which the Company has utilized significant unobservable (Level 3) inputs to determine fair value (in thousands) (unaudited):

June 30, 2021

September 30, 2021

Balance at December 31, 2020 $ —

4 unchanged sentences

Foreign currency translation adjustments ( 13 )

Balance at June 30, 2021 $ 1,454

Balance at September 30, 2021 $ 669

Quantitative Information about Level 3 Fair Value Measurements

The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows:

Fair Value at June 30, 2021 Valuation Technique Significant Unobservable Inputs

Fair Value at September 30, 2021 Valuation Technique Significant Unobservable Inputs

Contingent acquisition consideration:

3 unchanged sentences

Significant increases (decreases) in these unobservable inputs in isolation would likely result in a significantly (lower) higher fair value measurement.

The Company believes the carrying value of its long-term debt at June 30, 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 June 30, 2021 and December 31, 2020 are $ 530.6 million and $ 533.3 million, respectively.

The Company believes the carrying value of its long-term debt at September 30, 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 of the Company's debt, before debt discount, at September 30, 2021 and December 31, 2020 are $ 529.2 million and $ 533.3 million, respectively.

Goodwill and Other Intangible Assets

Changes in the Company’s goodwill balance for the six months ended June 30, 2021 are summarized in the table below (in thousands):

Changes in the Company’s goodwill balance for the nine months ended September 30, 2021 are summarized in the table below (in thousands):

Balance at December 31, 2020 $ 383,598

2 unchanged sentences

Foreign currency translation adjustment ( 4,376 )

Balance at June 30, 2021 $ 470,182

Balance at September 30, 2021 $ 460,178

Net intangible assets include the estimated acquisition-date fair values of customer relationships, marketing-related assets, developed technology, and non-compete agreements that the Company recorded as part of its business acquisitions.

4 unchanged sentences

Amortization Net Carrying

June 30, 2021:

September 30, 2021:

Customer relationships 1 - 10

22 unchanged sentences

The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life.

Management recorded no impairments of intangible assets or goodwill during the three and six months ended June 30, 2021 or the year ended December 31, 2020.

Total amortization expense during the three months ended June 30, 2021 and June 30, 2020 was $ 12.7 million and $ 11.2 million, respectively, and during the six months ended June 30, 2021 and June 30, 2020 was $ 24.7 million and $ 22.4 million, respectively.

As of June 30, 2021, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands):

Management recorded no impairments of intangible assets or goodwill during the three and nine months ended September 30, 2021 or the year ended December 31, 2020.

Total amortization expense during the three months ended September 30, 2021 and September 30, 2020 was $ 13.2 million and $ 11.2 million, respectively, and during the nine months ended September 30, 2021 and September 30, 2020 was $ 37.9 million and $ 33.6 million, respectively.

As of September 30, 2021, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands):

Year ending December 31:

2 unchanged sentences

Total $ 292,807

The Company’s income tax benefit for the three and six months ended June 30, 2021 and June 30, 2020 reflects its estimate of the effective tax rates expected to be applicable for the full years, adjusted for any discrete events that are recorded in the period in which they occur.

The Company’s income tax benefit for the three and nine months ended September 30, 2021 and September 30, 2020 reflects its estimate of the effective tax rates expected to be applicable for the full years, adjusted for any discrete events that are recorded in the period in which they occur.

The estimates are re-evaluated each quarter based on the estimated tax expense for the full year.

The tax provision of $ 1.5 million and benefit of $ 2.9 million recorded for the three and six months ended June 30, 2021, respectively, are primarily related to the deferred tax benefit attributable to the release of valuation allowance related to the acquisition of deferred tax liabilities associated with the Company’s business combinations during the three months ended March 31, 2021, as discussed in Note 2.

Acquisitions, and foreign income taxes associated with our combined non-U.S.

These tax benefits are offset by changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill and state taxes in certain states in which the Company does not file on a consolidated basis or have net operating loss carryforwards and the impact, recorded as discrete, of enacted future changes in UK tax rates on the balance of deferred tax assets and liabilities per tax law enacted during the three months ended June 30, 2021.

The release of valuation

allowance is attributable to ASC 805-740-30-3 and acquisitions of domestic entities with deferred tax liabilities that, upon acquisition, allowed us to recognize certain deferred tax assets of approximately $ 4.3 million during the six months ended June 30, 2021 that had previously been offset by a valuation allowance.

The benefit for the release of valuation allowance was primarily recorded during the three months ended March 31, 2021.

The tax benefit of $ 0.7 million and $ 5.0 million recorded for the three and six months ended June 30, 2020, respectively, are primarily related to the deferred tax benefit attributable to the release of valuation allowance related to the acquisition of deferred tax liabilities associated with the Localytics business combination, as discussed in Note 2.

The tax benefit of $ 3.3 million and $ 6.2 million recorded for the three and nine months ended September 30, 2021, respectively, are primarily related to the deferred tax benefit attributable to the release of valuation allowance related to the acquisition of deferred tax liabilities associated with the Company’s business combinations occurring during the six months ended June 30, 2021, as discussed in Note 2.

Acquisitions, the deferred tax benefit attributable to the reduction in deferred tax liabilities associated with the transfer of intangibles between foreign and domestic jurisdictions, and foreign income taxes associated with our combined non-U.S.

The release of valuation allowance is attributable to ASC 805-740-30-3 and acquisitions of domestic entities with deferred tax liabilities that, upon acquisition, or shortly thereafter, allowed us to recognize certain deferred tax assets of approximately $ 6.5 million during the nine months ended September 30, 2021 that had previously been offset by a valuation allowance.

$ 4.3 million of the benefit for the release of valuation allowance was primarily recorded during the three months ended March 31, 2021, and $ 2.2 million was primarily recorded during the three months ended September 30, 2021.

The tax provision of $ 1.1 million and benefit of $ 3.8 million recorded for the three and nine months ended September 30, 2020, respectively, are primarily related to the deferred tax benefit attributable to the release of valuation allowance related to the acquisition of deferred tax liabilities associated with the Localytics business combination, as discussed in Note 2.

Acquisitions, and foreign income taxes associated with our combined non-U.S.

The Company has historically incurred operating losses in the United States and, given its cumulative losses and limited history of profits, has recorded a valuation allowance against its United States net deferred tax assets, exclusive of tax deductible goodwill, at June 30, 2021 and June 30, 2020, respectively.

These tax benefits are offset by changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill, state taxes in certain states in which the Company does not file on a consolidated basis or have net operating loss carryforwards, and an increase in net deferred tax liabilities in the UK associated with the change in the applicable UK tax rate.

The release of valuation allowance is attributable to ASC 805-740-30-3 and acquisitions of domestic entities with deferred tax liabilities that, upon acquisition, allowed us to recognize certain deferred tax assets of approximately $ 4.2 million during the nine months ended September 30, 2020 that had previously been offset by a valuation allowance.

An adjustment reducing the benefit by approximately $ 0.2 million was recognized during the three months ended September 30, 2020.

The Company has reflected any uncertain tax positions primarily within its long-term taxes payable and a portion within deferred tax assets.

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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.

Long-term debt consisted of the following at June 30, 2021 and December 31, 2020 (in thousands):

June 30, 2021 December 31, 2020

Senior secured loans (includes unamortized discount of $ 10,646 and $ 11,648 based on an imputed interest rate of 5.8 % and 5.8 %, at June 30, 2021 and December 31, 2020, respectively)

Long-term debt consisted of the following at September 30, 2021 and December 31, 2020 (in thousands):

September 30, 2021 December 31, 2020

Senior secured loans (includes unamortized discount of $ 10,085 and $ 11,648 based on an imputed interest rate of 5.8 % and 5.8 %, at September 30, 2021 and December 31, 2020, respectively)

$ 519,116 $ 521,603

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Credit Facility

On August 6, 2019, the Company entered into a credit agreement (the “Credit Facility”) which provides for (i) a fully-drawn $ 350 million, 7 year, senior secured term loan B facility (the “Term Loan”) and (ii) a new $ 60 million, 5 year, revolving credit facility (the “Revolver”) that was fully available as of June 30, 2021.

The Credit Facility replaced the Company's previous credit agreement.

The Credit Facility replaced the Company's

previous credit agreement.

All outstanding balances under our previous credit facility were paid off using proceeds from our new Credit Facility.

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The interest rate swap has been designated as a cash flow hedge and is valued using a market approach, which is a Level 2 valuation technique.

At June 30, 2021, the fair value of the interest rate swap was a $ 17.8 million liability as a result of a decline in short term interest rates since entering into the swap agreements.

The decrease in the fair value of the interest rate swap liability during the three months ended June 30, 2021 is the result of an increase in short term interest rates compared to December 31, 2020.

At September 30, 2021, the fair value of the interest rate swap was a $ 15.6 million liability as a result of a decline in short term interest rates since entering into the swap agreements.

The decrease in the fair value of the interest rate swap liability during the three and nine months ended September 30, 2021 is the result of an increase in short term interest rates during the respective periods.

In the next twelve months, the Company estimates that $ 3.3 million will be reclassified from Accumulated other comprehensive income (loss) and recorded as an increase to Interest expense.

Increases/decreases in cash paid for interest as a result of the Company’s interest rate swaps are included cash flows from operations.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

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Loans under the Revolver may be borrowed, repaid and reborrowed until August 6, 2024 (the “Maturity Date”), at which time all amounts borrowed under the Revolver must be repaid.

As of June 30, 2021, the Company had no borrowings outstanding under the Revolver or related sub-facility.

As of September 30, 2021, the Company had no borrowings outstanding under the Revolver or related sub-facility.

The Credit Facility contains customary affirmative and negative covenants.

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The Term Loan and Revolver are secured by substantially all of the Company's assets.

As of June 30, 2021 the Company was in compliance with all covenants under the Credit Facility.

Cash interest costs averaged 5.4 % and 5.4 % for the six months ended June 30, 2021 and for the year ended December 31, 2020, respectively.

In addition, as of June 30, 2021 and December 31, 2020 the Company had $ 10.6 million and $ 11.6 million, respectively, of unamortized deferred financing costs associated with the Credit Facility.

As of September 30, 2021 the Company was in compliance with all covenants under the Credit Facility.

Cash interest costs averaged 5.4 % and 5.4 % for the nine months ended September 30, 2021 and for the year ended December 31, 2020, respectively.

In addition, as of September 30, 2021 and December 31, 2020 the Company had $ 10.1 million and $ 11.6 million, respectively, of unamortized deferred financing costs associated with the Credit Facility.

These financing costs will be amortized to non-cash interest expense over the remaining term of the Credit Facility.

1 unchanged sentence

The following table sets forth the computations of loss per share (in thousands, except share and per share amounts):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

2 unchanged sentences

Net loss per common share, basic and diluted $ ( 0.36 ) $ ( 0.42 ) $ ( 1.68 ) $ ( 1.77 )

Due to the net losses for the three and six months ended June 30, 2021 and June 30, 2020, respectively, basic and diluted loss per share were the same.

The following table sets forth the anti–dilutive common share equivalents as of June 30, 2021 and June 30, 2020:

Due to the net losses for the three and nine months ended September 30, 2021 and September 30, 2020, respectively, basic and diluted loss per share were the same.

The following table sets forth the anti–dilutive common share equivalents as of September 30, 2021 and September 30, 2020:

September 30,

Stock options 242,984 314,310

8 unchanged sentences

In certain cases these arrangements require a minimum annual purchase commitment.

In addition, the Company purchased software development services pursuant to a technology services agreement with DevFactory FZ-LLC for the three months ended June 30, 2021 and June 30, 2020 totaling $ 2.4 million and $ 1.8 million, respectively, and for the six months ended June 30, 2021 and June 30, 2020 totaling $ 4.8 million and $ 3.7 million, respectively.

The remaining purchase obligation after June 30, 2021 through December 31, 2021 is $ 4.8 million.

In addition, the Company purchased software development services pursuant to a technology services agreement with DevFactory FZ-LLC for the three months ended September 30, 2021 and September 30, 2020 totaling $ 2.4 million and $ 1.8 million, respectively, and for the nine months ended September 30, 2021 and September 30, 2020 totaling $ 7.2 million and $ 5.5 million, respectively.

The remaining purchase obligation after September 30, 2021 through December 31, 2021 is $ 2.4 million.

Related Party Transactions for more information regarding our purchase commitment to this related party.

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The following table shows the components of accumulated other comprehensive loss, net of income taxes, (“AOCI”) in the stockholders’ equity section of our condensed consolidated balance sheets at the dates indicated (in thousands):

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Foreign currency translation adjustment $ ( 4,966 ) $ 644

2 unchanged sentences

Total accumulated other comprehensive loss $ ( 18,338 ) $ ( 26,234 )

The unrealized translation gain on intercompany loans with foreign subsidiaries as of June 30, 2021 is net of income tax expense of $ 2.3 million.

The tax expense related to unrealized translation gains on intercompany loans three and six months ended June 30, 2021 was $ 0.1 million and $ 0.3 million, respectively.

The unrealized translation gain on intercompany loans with foreign subsidiaries as of September 30, 2021 is net of income tax expense of $ 1.8 million.

The tax benefit related to unrealized translation gains on intercompany loans for the three and nine months ended September 30, 2021 was $ 0.5 million and $ 0.2 million, respectively.

The income tax expense/benefit allocated to each component of other comprehensive income (loss) for all other periods and components is not material.

8 unchanged sentences

The Company recognizes stock-based compensation expense from all awards in the following expense categories (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

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(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 six months ended June 30, 2021 includes $ 6.3 million in incremental stock-based compensation expense related to the deemed modification of the unvested portion of grants held by our former COO at the time of transition, even though these shares continue to vest over their existing vesting schedule through 2022.

Stock-based compensation for the nine months ended September 30, 2021 includes $ 6.3 million in incremental stock-based compensation expense related to the deemed modification of the unvested portion of grants held by our former COO at the time of transition, even though these shares continue to vest over their existing vesting schedule through 2022.

In accordance with ASC 718, the fair value of these awards were modified and all related expense accelerated on the date of modification as a result of the reduction in required service.

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Beginning in 2019, the Company began granting restricted stock units under its 2014 Stock Incentive Plan, in lieu of restricted stock awards, primarily for stock plan administrative purposes.

Restricted stock unit activity during the six months ended June 30, 2021 was as follows:

Restricted stock unit activity during the nine months ended September 30, 2021 was as follows:

Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value

3 unchanged sentences

Awards forfeited ( 63,799 ) 42.81

Unvested balances at June 30, 2021 2,061,436 $ 44.70

Unvested balances at September 30, 2021 2,034,186 $ 44.43

Performance Based Restricted Stock Units

3 unchanged sentences

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 six months ended June 30, 2021 was as follows:

PRSU activity during the nine months ended September 30, 2021 was as follows:

PRSUs Outstanding Weighted-Average Grant Date Fair Value

3 unchanged sentences

Units vested ( 135,345 ) 79.72

Unvested balances at June 30, 2021 61,437 $ 86.56

Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the six months ended June 30, 2021 and year ended December 31, 2020 are as follows:

June 30, 2021 December 31, 2020

Unvested balances at September 30, 2021 63,537 $ 84.87

Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the nine months ended September 30, 2021 and year ended December 31, 2020 are as follows:

September 30, 2021 December 31, 2020

Expected volatility 53.6 % 45.1 %

3 unchanged sentences

Restricted Stock Awards

Restricted share activity during the six months ended June 30, 2021 was as follows:

Restricted share activity during the nine months ended September 30, 2021 was as follows:

Restricted Shares

3 unchanged sentences

Awards forfeited — —

Unvested balances at June 30, 2021 1,000 $ 30.61

Unvested balances at September 30, 2021 1,000 $ 30.61

Stock Option Activity

Stock option activity during the six months ended June 30, 2021 was as follows:

Stock option activity during the nine months ended September 30, 2021 was as follows:

Outstanding Weighted–

2 unchanged sentences

Options expired ( 408 ) 1.56

Outstanding at June 30, 2021 251,360 $ 8.67

Outstanding at September 30, 2021 242,984 $ 8.76

Revenue Recognition

11 unchanged sentences

Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenues within a single operating segment.

Subscription and Support Revenues

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.

2 unchanged sentences

Our subscription contracts are generally 1 to 3 years in length .

Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or subscription and support revenues, depending on whether the revenue recognition criteria have been met.

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.

2 unchanged sentences

Agent Considerations” section below, the Company recognizes revenue related to these messaging-related subscription contracts on a gross basis.

Perpetual License Revenues

Perpetual License Revenue

The Company also records revenue from the sales of proprietary software products under perpetual licenses.

4 unchanged sentences

The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality.

Revenues from professional services are recognized over time as such services are performed.

Revenues for fixed price services are generally recognized over time applying input methods to estimate progress to completion.

Revenues for consumption-based services are generally recognized as the services are performed.

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

14 unchanged sentences

While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement.

Generally, the Company reports revenues from vendor reseller agreements on a gross basis, meaning the amounts billed to customers are recorded as revenues, and expenses incurred are recorded as cost of revenues.

Generally, the Company reports revenue from vendor reseller agreements on a gross basis, meaning the amounts billed to customers are recorded as revenue, and expenses incurred are recorded as cost of revenue.

As the Company is primarily

obligated in its messaging-related subscription contracts, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, revenue is recorded on a gross basis with related telecom messaging costs incurred from third parties recorded as cost of revenues.

Revenues provided from agreements in which the Company is an agent are immaterial.

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 revenues.

The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, and deferred revenue.

Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in unbilled receivables, which are expected to be billed during the succeeding twelve-month period and are recorded in Unbilled receivables in our condensed consolidated balance sheets.

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Customer prepayments are generally applied against invoices issued to customers when services are performed and billed.

We recognize contract liabilities as revenues upon satisfaction of the underlying performance obligations.

Contract liabilities that are expected to be recognized as revenues during the succeeding twelve-month period are recorded in Deferred revenue and the remaining portion is recorded in 'Deferred revenue noncurrent' on the accompanying condensed consolidated balance sheets at the end of each reporting period.

Deferred revenues primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for maintenance and other services, as well as initial subscription fees.

We recognize deferred revenues as revenues when the services are performed, and the corresponding revenue recognition criteria are met.

We recognize contract liabilities as revenue upon satisfaction of the underlying performance obligations.

Contract liabilities that are expected to be recognized as revenue during the succeeding twelve-month period are recorded in Deferred revenue and the remaining portion is recorded in 'Deferred revenue noncurrent' on the accompanying condensed consolidated balance sheets at the end of each reporting period.

Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for maintenance and other services, as well as initial subscription fees.

We recognize deferred revenue as revenue when the services are performed, and the corresponding revenue recognition criteria are met.

Customer prepayments are generally applied against invoices issued to customers when services are performed and billed.

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Unbilled receivables represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for software licenses already delivered and professional services already performed, but invoiced in arrears and for which the Company believes it has an unconditional right to payment.

As of June 30, 2021 and December 31, 2020, unbilled receivables were $ 5.7 million and $ 4.6 million, respectively.

As of September 30, 2021 and December 31, 2020, unbilled receivables were $ 5.8 million and $ 4.6 million, respectively.

Deferred Commissions

2 unchanged sentences

The expected life of our customer relationships is based on historical data and management estimates, including estimated renewal terms and the useful life of the associated underlying technology.

Commissions paid on renewal contracts are not commensurate with commissions paid on new customer contracts, as such, deferred commissions related to renewals are capitalized and amortized over the estimated contractual renewal term of 18 months.

We utilized the 'portfolio approach' practical expedient permitted under ASC 606-10-10-4, which allows entities to apply the guidance to a portfolio of contracts with similar characteristics as the effects on the financial statements of this approach would not differ materially from applying the guidance to individual contracts.

3 unchanged sentences

indicate their carrying value may not be recoverable consistent with the Company's long-lived assets policy.

No indicators of impairment were identified during the six months ended June 30, 2021.

The following table presents the activity impacting deferred commissions for the six months ended June 30, 2021 (in thousands):

No indicators of impairment were identified during the nine months ended September 30, 2021.

The following table presents the activity impacting deferred commissions for the nine months ended September 30, 2021 (in thousands):

Balance at December 31, 2020 $ 18,746

1 unchanged sentence

Amortization of deferred commissions ( 6,097 )

Balance at June 30, 2021 $ 22,322

Commissions capitalized in excess of amortization of deferred commissions for the three and six months ended June 30, 2021 were $ 2.0 million and $ 3.6 million, respectively.

Balance at September 30, 2021 $ 22,889

Commissions capitalized in excess of amortization of deferred commissions for the three and nine months ended September 30, 2021 were $ 0.6 million and $ 4.1 million, respectively.

Deferred Revenue

1 unchanged sentence

Deferred revenue is mainly unearned revenue related to subscription services and support services.

During the six months ended June 30, 2021, we recognized $ 61.8 million and $ 1.6 million of subscription services and professional services revenue, respectively, that was included in the deferred revenue balances at the beginning of the period.

In addition, during the six months ended June 30, 2021 we recognized $ 3.2 million in revenue that was included in the acquired deferred revenue balance of our 2021 acquisitions as disclosed in Note 2, Acquisitions.

During the nine months ended September 30, 2021, we recognized $ 76.3 million and $ 1.9 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 nine months ended September 30, 2021 we recognized $ 5.9 million in revenue that was included in the acquired deferred revenue balance of our 2021 acquisitions as disclosed in Note 2.

Acquisitions.

Remaining Performance Obligations

As of June 30, 2021, approximately $ 272.8 million of revenue is expected to be recognized from remaining performance obligations.

As of September 30, 2021, approximately $ 263.2 million of revenue is expected to be recognized from remaining performance obligations.

We expect to recognize revenue on approximately 69 % of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

5 unchanged sentences

Information about these operations is presented below (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

19 unchanged sentences

Related Party Transactions

We are a party to two agreements with companies controlled by a non-management investor in the Company:

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 ESWs ownership in Upland was reduced to 4.8 % at which point DevFactory was no longer considered a related party.

• On March 28, 2017, the Company entered into an amendment to the Amended and Restated Technology Services Agreement with DevFactory FZ LLC (“DevFactory”) to extend the initial term end date from December 31, 2017 to December 31, 2021.

1 unchanged sentence

The effective date of the amendment is January 1, 2017.

DevFactory is an affiliate of ESW Capital LLC (“ESW”) (a non-management investor), which held more than 5 % of the Company's capital stock as of June 30, 2021.

As of July 9, 2021 ESWs ownership in Upland was reduced to 4.8 %.

The Company has an outstanding purchase commitment in 2021 for software development services pursuant to this agreement in the amount of $ 9.6 million.

1 unchanged sentence

For example, if 2021 total revenues increase by 10% as compared to 2020 total revenues, then the 2022 purchase commitment will increase by approximately $ 1.0 million from the 2021 purchase commitment amount to approximately $ 10.6 million.

The Company purchased software development services pursuant to this agreement with DevFactory of $ 2.4 million and $ 1.8 million during the three months ended June 30, 2021 and June 30, 2020, respectively, and $ 4.8 million and $ 3.7 million during the six months ended June 30, 2021 and June 30, 2020, respectively.

As of June 30, 2021 and December 31, 2020 amounts included in accounts payable and accrued liabilities owed to this company totaled $ 2.4 million and $ 0.0 million, respectively.

The Company purchased software development services pursuant to this agreement with DevFactory of $ 2.4 million and $ 1.8 million during the three months ended September 30, 2021 and September 30, 2020, respectively, and $ 7.2 million and $ 5.5 million during the nine months ended September 30, 2021 and September 30, 2020, respectively.

As of September 30, 2021 and December 31, 2020 amounts included in accounts payable and accrued liabilities owed to this company totaled $ 2.4 million and $ 0.0 million , respectively.

• The Company purchased services from Crossover, Inc.

("Crossover"), a company controlled by ESW Capital, LLC during the three months ended June 30, 2021 and June 30, 2020 of approximately $ 0.9 million and $ 1.4 million, respectively, and $ 1.9 million and $ 2.5 million during the six months ended June 30, 2021 and June 30, 2020, 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.

("Crossover"), a company controlled by ESW Capital, LLC during the three months ended September 30, 2021 and September 30, 2020 of approximately $ 1.0 million and $ 1.2 million, respectively, and $ 2.9 million and $ 3.7 million during the nine months ended September 30, 2021 and September 30, 2020, respectively.

Crossover provides a proprietary technology system to help the Company identify, screen, select, assign, and connect with necessary resources from time to time to perform technology software

development and other services throughout the Company, and track productivity of such resources.

While there are no purchase commitments with Crossover, the Company continues to use its services in 2021.

As of June 30, 2021 and December 31, 2020 amounts included in accounts payable and accrued liabilities owed to this company totaled $ 0.7 million and $ 0.6 million, respectively.

The Company has an arrangement with a former subsidiary, Visionael Corporation ("Visionael"), to provide management, human resource, payroll and administrative services.

As of September 30, 2021 and December 31, 2020 amounts included in accounts payable and accrued liabilities owed to this company totaled $ 0.8 million and $ 0.6 million, respectively.

The Company previously had an arrangement with a former subsidiary, Visionael Corporation ("Visionael"), to provide management, human resource, payroll and administrative services.

McDonald, the Company's Chief Executive Officer and Chairman of the Board, beneficially holds approximately 26.18 % interest in Visionael.

Fees earned from this arrangement for the three months ended June 30, 2021 and June 30, 2020 were $ 0 and $ 15,000 , respectively, and $ 0 and $ 30,000 during the six months ended June 30, 2021 and June 30, 2020, respectively.

Visionael ceased operations effective July 31, 2021.

Fees earned from this arrangement for the three months ended September 30, 2021 and September 30, 2020 were $ 0 and $ 15,000 , respectively, and $ 0 and $ 45,000 during the nine months ended September 30, 2021 and September 30, 2020, respectively.

In connection with its arrangement with Visionael, the Company has provided advances to Visionael to help cover short term working capital needs.

As of June 30, 2021 and December 31, 2020 advances to Visionael included in Prepaid and other on the Company’s condensed consolidated balance sheets totaled $ 0.0 million and $ 0.4 million, respectively, net of allowance for credit losses.

During the six months ended June 30, 2021 the Company recognized an allowance for credit loss of $ 0.4 million against the remaining outstanding balance.

As of September 30, 2021 and December 31, 2020 advances to Visionael included in Prepaid and other on the Company’s condensed consolidated balance sheets totaled $ 0.0 million and $ 0.4 million, respectively, net of allowance for credit losses.

During the nine months ended September 30, 2021 the Company recognized an allowance for credit loss of $ 0.4 million against the remaining outstanding balance.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements