Upland Software Reports Record Third Quarter 2017 Financial Results with 36% Revenue Growth and Raises Full Year 2017 Guidance

11/09/2017

Company achieves greater than $100 million annualized revenue run rate for the first time.

AUSTIN, TEXAS -- Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based Enterprise Work Management software, today announced financial and operating results for the third quarter of 2017 and provided increased guidance for its fourth quarter and full year of 2017.

Third Quarter 2017 Financial Highlights

  • Total revenue was $26.1 million, an increase of 36% from $19.2 million in the third quarter of 2016.
  • Subscription and support revenue was $23.2 million, an increase of 36% from $17.0 million in the third quarter of 2016.
  • GAAP net loss was $3.5 million compared to a net loss of $2.4 million in the third quarter of 2016, principally as a result of one-time expenses related to the accretive acquisition of Waterfall in the current quarter that were not present in the third quarter of 2016 and a $0.7 million non-cash charge for the write-down of an unnecessary office lease from a recent acquisition.
  • Adjusted EBITDA was $8.3 million, an increase of 133% from $3.6 million in the third quarter of 2016. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, is provided in the financial tables that accompany this release.
  • Cash on hand as of the end of the third quarter was $53.0 million.

"Q3 was another outstanding quarter with record 36% revenue growth, record Adjusted EBITDA, and the strategic and accretive acquisition of Waterfall," said Jack McDonald, chairman and chief executive officer of Upland Software. "We have now met or beat guidance in each of the 13 consecutive quarters since going public," he added. "Moreover, we are raising our guidance resulting in Q4 revenue growth of 35% and Adjusted EBITDA margins of 35% at the midpoints, continuing our strong momentum. Our pipeline of accretive acquisitions remains robust, and we have the operating and financial resources to execute."

Third Quarter Business Highlights

  • Expanded 173 existing customer relationships, including 23 major expansions, and added 94 new customer relationships, including 14 major accounts.
  • Delivered the first major release of our Upland RightAnswers Enterprise Knowledge Management solution to improve overall agent and self-service experience; improved the product foundation; and implemented the first phase of Upland's consistent, intuitive UI/UX.
  • Delivered a new cloud cost and usage management module, integrated with Amazon Web Services, for our ComSci ITFM offering.
  • Released seven customer-driven feature packs and product foundation enhancements that included updates to the mobile app in our web content management platform; multipart-SMS reporting improvements, new legislator and geocoding data, and performance improvements in our Upland Mobile Messaging platform; and performance and security enhancements for our Workflow Automation product family.
  • Continued to transition from a colocation data center strategy to Amazon Web Services to create a scalable, standard cloud environment in anticipation of ongoing customer growth.

Business Outlook

Upland provides quarterly and annual revenue guidance, updated, as appropriate, at each quarterly reporting period. For the fourth quarter of 2017, Upland expects reported total revenue to be between $25.6 and $26.6 million, including subscription and support revenue between $23.0 and $23.8 million, for growth in recurring revenue of 37% at the mid-point over the fourth quarter ended December 31, 2016. Adjusted EBITDA is expected to be between $8.8 and $9.4 million, for an Adjusted EBITDA margin of 35% at the mid-point, representing growth of 114% at the mid-point over the quarter-ended December 31, 2016.

Upland raises its 2017 annual revenue guidance range and expects a total reported revenue to be between $95.8 and $96.8 million, including subscription and support revenue between $83.7 and $84.5 million, for growth in recurring revenue of 28% at the mid-point over the year ended December 31, 2016. Adjusted EBITDA is expected to be between $29.4 and $30.0 million, for an Adjusted EBITDA margin of 31% at the mid-point, representing growth of 135% at the mid-point over the year ended December 31, 2016.

Conference Call Details

Upland's executive team will host a live conference call and webcast at 4:00 p.m. Central Time, 5:00 p.m. Eastern Time today to review Upland's financial results and outlook for the business. The conference call may be accessed within North America by dialing 1.888.684.7501 and outside of North America by dialing 1.925.418.7884, referencing conference code 72803764. The conference call will be simultaneously webcast on Upland's investor relations website, which can be accessed at  investor.uplandsoftware.com. This webcast will contain forward-looking statements and other material information regarding Upland's financial and operating results.

Following completion of the live call, a recorded replay of the webcast will be available on Upland's website at investor.uplandsoftware.com for three months.

About Upland Software

Upland Software (Nasdaq: UPLD) is a leading provider of cloud-based Enterprise Work Management software. Our family of applications enables users to manage their projects, professional workforce and IT investments; automate document-intensive business processes; and effectively engage with their customers, prospects and community via the web and mobile technologies. With more than 2,500 customers and over 250,000 users around the world, Upland Software solutions help customers run their operations smoothly, adapt to change quickly, and achieve better results every day. To learn more, visit www.uplandsoftware.com.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP net income (loss) and non-GAAP net income (loss) per share.

We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results, such as our revenues excluding the impact for foreign currency fluctuations or our operating performance excluding not only non-cash charges, but also discrete cash charges that are infrequent in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity as well as comparisons to our competitors' operating results. We believe these non-GAAP financial measures are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and they are used by our institutional investors and the analyst community to help them analyze the health of our business. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the tables provided below in this release.

Upland defines Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, plus net income (loss) from discontinued operations, depreciation and amortization expense, interest expense, net, other expense (income), net, loss on debt extinguishment, provision for income taxes, stock-based compensation expense, acquisition-related expenses, non-recurring litigation costs, and purchase accounting adjustments for deferred revenue.

Upland defines non-GAAP net income (loss) as net income (loss), calculated in accordance with GAAP, plus, amortization of purchased intangible assets, amortization of debt discount, loss on debt extinguishment, stock-based compensation expenses, acquisition-related expenses, nonrecurring litigation expenses, purchase accounting adjustments for deferred revenue, and the related tax effect of the adjustments above.

Annualized recurring revenue value as of December 31 equals the monthly value of our recurring revenue contracts measured as of December 31 multiplied by 12. We define annual dollar renewal rate (also referred to as net dollar retention rate) as of December 31 as the aggregate annualized recurring revenue value at December 31 from those customers that were also customers as of December 31 of the prior fiscal year, divided by the aggregate annualized recurring revenue value from all customers as of December 31 of the prior fiscal year.

Upland's earnings press releases containing such non-GAAP reconciliations can be found on the Investor Relations section of Upland's website at  investor.uplandsoftware.com.

Forward-looking Statements

This release contains forward-looking statements which are subject to substantial risks, uncertainties and assumptions. Accordingly, you should not place undue reliance on these forward-looking statements. Forward-looking statements include any statement that does not directly relate to any historical or current fact and often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may" or similar expressions. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: our financial performance and our ability to achieve, sustain or increase profitability or predict financial results; our ability to attract and retain customers; our ability to deliver high-quality customer service; lack of demand growth for enterprise work management applications; our ability to effectively manage our growth; our ability to consummate and integrate acquisitions and mergers; maintaining our senior management and key personnel; our ability to maintain and expand our direct sales organization; our ability to obtain financing in the future on acceptable terms or at all; the performance of our resellers; our ability to adapt to changing market conditions and competition; our ability to successfully enter new markets and manage our international expansion; fluctuations in currency exchange rates; the operation and reliability of our third-party data centers and other service providers; and factors that could affect our business and financial results identified in Upland's filings with the Securities and Exchange Commission (the "SEC"), including Upland's most recent 10-K and our recent Quarterly Report on Form 10-Q filed with the SEC. Additional information will also be set forth in Upland's future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that Upland makes with the SEC. The forward-looking statements herein represent Upland's views as of the date of this press release and these views could change. However, while Upland may elect to update these forward-looking statements at some point in the future, Upland specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the views of Upland as of any date subsequent to the date of this press release.

 
Upland Software, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
 
    Three Months Ended September 30,   Nine Months Ended September 30,
      2017       2016       2017       2016  
Revenue:                
Subscription and support   $ 23,169     $ 17,029     $ 60,711     $ 48,490  
Perpetual license     856       332       3,296       1,108  
Total product revenue     24,025       17,361       64,007       49,598  
Professional services     2,047       1,880       6,098       5,795  
Total revenue     26,072       19,241       70,105       55,393  
Cost of revenue:                
Subscription and support     7,737       5,747       20,306       16,607  
Professional services     1,376       1,045       3,838       3,775  
Total cost of revenue     9,113       6,792       24,144       20,382  
Gross profit     16,959       12,449       45,961       35,011  
Operating expenses:                
Sales and marketing     4,258       3,097       11,516       9,119  
Research and development     4,092       3,737       11,572       11,701  
Refundable Canadian tax credits     (195 )     (115 )     (424 )     (340 )
General and administrative     5,084       4,670       17,564       13,340  
Depreciation and amortization     1,648       1,322       4,111       4,270  
Acquisition-related expenses     4,399       1,047       10,368       4,855  
Total operating expenses     19,286       13,758       54,707       42,945  
Loss from operations     (2,327 )     (1,309 )     (8,746 )     (7,934 )
Other expense:                
Interest expense, net     (2,277 )     (709 )     (4,372 )     (1,932 )
Loss on debt extinguishment     1,634                          
Other expense, net     (130 )     (64 )     (260 )     (1,105 )
Total other expense     (773 )     (773 )     (4,632 )     (3,037 )
Loss before provision for income taxes     (3,100 )     (2,082 )     (13,378 )     (10,971 )
Provision for income taxes     (406 )     (308 )     (1,553 )     (569 )
Net loss   $ (3,506 )   $ (2,390 )   $ (14,931 )   $ (11,540 )
Net loss per common share:                
Net loss per common share, basic and diluted   $ (0.18 )   $ (0.14 )   $ (0.83 )   $ (0.71 )
Weighted-average common shares outstanding, basic and diluted     19,380,519       16,702,062       18,043,365       16,339,983  
 
Upland Software, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
 
    September 30, 2017   December 31, 2016
    (unaudited)   (audited)
Assets        
Current assets:        
Cash and cash equivalents   $ 52,976     $ 28,758  
Accounts receivable, net of allowance     19,129       15,254  
Prepaid and other     2,970       3,287  
Total current assets     75,075       47,299  
Canadian tax credits receivable     1,715       978  
Property and equipment, net     3,462       4,356  
Intangible assets, net     47,512       28,512  
Goodwill     122,904       69,097  
Other assets     179       346  
Total assets   $ 250,847     $ 150,588  
Liabilities and stockholders' equity        
Current liabilities:        
Accounts payable   $ 3,976     $ 1,268  
Accrued compensation     3,869       2,541  
Accrued expenses and other     8,897       5,505  
Deferred revenue     31,842       23,552  
Due to sellers     8,305       4,642  
Current maturities of notes payable     1,701       2,190  
Total current liabilities     58,590       39,698  
Commitments and contingencies        
Canadian tax credit liability to sellers             361  
Notes payable, less current maturities     90,006       45,739  
Deferred revenue     1,299       247  
Noncurrent deferred tax liability, net     4,239       3,404  
Other long-term liabilities     1,366       2,126  
Total liabilities     155,500       91,575  
Stockholders' equity:        
Common stock     2       2  
Additional paid-in capital     174,990       124,566  
Accumulated other comprehensive loss     (2,311 )     (3,152 )
Accumulated deficit     (77,334 )     (62,403 )
Total stockholders' equity     95,347       59,013  
Total liabilities and stockholders' equity   $ 250,847     $ 150,588  
 
Upland Software, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
    Nine Months Ended September 30,
      2017       2016  
Operating activities        
Net loss   $ (14,931 )   $ (11,540 )
Adjustments to reconcile net loss to net cash provided by operating activities:        
Depreciation and amortization     8,112       7,499  
Deferred income taxes     698       251  
Foreign currency re-measurement (gain) loss     (422 )     (222 )
Non-cash interest and other expense     416       196  
Non-cash stock compensation expense     7,804       2,664  
Loss on disposal of business             686  
Non-cash loss on retirement of fixed assets     (18 )        
Changes in operating assets and liabilities, net of purchase business combinations:        
Accounts receivable     753       310  
Prepaids and other     1,664       820  
Accounts payable     1,736       (126 )
Accrued expenses and other liabilities     789       (828 )
Deferred revenue     (793 )     1,425  
Net cash provided by operating activities     5,808       1,135  
Investing activities        
Purchase of property and equipment     (443 )     (886 )
Purchase of customer relationships     (55 )     (408 )
Purchase business combinations, net of cash acquired     (61,108 )     (11,846 )
Net cash used in investing activities     (61,606 )     (13,140 )
Financing activities        
Payments on capital leases     (1,098 )     (1,320 )
Proceeds from notes payable, net of issuance costs     54,683       14,925  
Payments on notes payable     (11,319 )     (1,560 )
Issuance of common stock, net of issuance costs     42,629       197  
Additional consideration paid to sellers of businesses     (5,361 )     (1,484 )
Net cash provided by financing activities     79,534       10,758  
Effect of exchange rate fluctuations on cash     482       254  
Change in cash and cash equivalents     24,218       (993 )
Cash and cash equivalents, beginning of period     28,758       18,473  
Cash and cash equivalents, end of period   $ 52,976     $ 17,480  
Supplemental disclosures of cash flow information:        
Cash paid for interest   $ 3,966     $ 1,707  
Cash paid for taxes   $ 1,463     $ 518  
Noncash investing and financing activities:        
Equipment acquired pursuant to capital lease obligations   $ 121     $ 802  
Issuance of common stock in business combination   $       $ 8,100  
 
Upland Software, Inc.
Reconciliation of Adjusted EBITDA
(in thousands)
(unaudited)
 
    Three Months Ended
September 30,
  Nine Months Ended
September 30,
      2017       2016       2017       2016  
Reconciliation of Net loss to Adjusted EBITDA:                
Net Loss   $ (3,506 )   $ (2,390 )   $ (14,931 )   $ (11,540 )
Add:                
Depreciation and amortization expense     3,066       2,424       8,112       7,499  
Interest expense, net     2,277       709       4,372       1,932  
Other expense, net     130       64       260       1,105  
Loss on debt extinguishment     (1,634 )                        
Provision for income taxes     406       308       1,553       569  
Stock-based compensation expense     1,884       1,100       7,804       2,664  
Acquisition-related expense     4,399       1,047       10,368       4,855  
Nonrecurring litigation expense                             25  
Purchase accounting deferred revenue discount     1,294       313       3,032       1,245  
Adjusted EBITDA   $ 8,316     $ 3,575     $ 20,570     $ 8,354  
 
Upland Software, Inc.
Reconciliation of Non-GAAP Net Income (Loss) and Non-GAAP Diluted EPS
(in thousands, except share and per share data)
(unaudited)
 
    Three Months Ended
September 30,
  Nine Months Ended
September 30,
      2017       2016       2017       2016  
Reconciliation of Net Loss to Non-GAAP net income
(loss):
               
Net loss   $ (3,506 )   $ (2,390 )   $ (14,931 )   $ (11,540 )
Add:                
Stock-based compensation expense     1,884       1,100       7,804       2,664  
Amortization of purchased intangibles     2,493       1,781       6,285       5,629  
Amortization of debt discount     296       67       416       196  
Acquisition-related expense     4,399       1,047       10,368       4,855  
Loss on debt extinguishment     (1,634 )                        
Nonrecurring litigation expense                             25  
Purchase accounting deferred revenue discount     1,294       313       3,032       1,245  
Tax effect of adjustments above     (84 )     (81 )     (242 )     (240 )
Non-GAAP net income (loss)   $ 5,142     $ 1,837     $ 12,732     $ 2,834  
                 
Weighted average ordinary shares outstanding, basic     19,380,519       16,702,062       18,043,365       16,339,983  
Weighted average ordinary shares outstanding, diluted     20,633,820       17,250,700       19,169,180       16,721,515  
Non-GAAP earnings per share, basic   $ 0.27     $ 0.11     $ 0.71     $ 0.17  
Non-GAAP earnings per share, diluted   $ 0.25     $ 0.11     $ 0.66     $ 0.17  
 
Upland Software, Inc.
Supplemental Financial Information
(in thousands)
(unaudited)
 
    Three Months Ended
September 30,
  Nine Months Ended
September 30,
      2017     2016     2017     2016
Stock-based compensation:                
Cost of revenue   $ 147   $ 13   $ 277   $ 28
Research and development     219     38     560     80
Sales and marketing     73     21     149     66
General and administrative     1,445     1,028     6,818     2,490
Total   $ 1,884   $ 1,100   $ 7,804   $ 2,664
         
    Three Months Ended
September 30,
  Nine Months Ended
September 30,
      2017     2016     2017     2016
Depreciation:                
Cost of revenue   $ 443   $ 472   $ 1,461   $ 1,383
Operating expense     130     171     366     487
Total   $ 573   $ 643   $ 1,827   $ 1,870
                 
Amortization:                
Cost of revenue   $ 975   $ 630   $ 2,540   $ 1,846
Operating expense     1,518     1,151     3,745     3,783
Total   $ 2,493   $ 1,781   $ 6,285   $ 5,629

Contacts

Investor Relations Contact:
Mike Hill
Upland Software
512.960.1031
investor-relations@uplandsoftware.com

Media Contact:
Kaley Ganino
Upland Software
855-944-7526
media@uplandsoftware.com