AUSTIN, Texas--(BUSINESS WIRE)--
Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based tools for digital transformation, today announced
financial and operating results for the fourth quarter 2023 and issued guidance for its first quarter and full
year of 2024.
Fourth Quarter 2023 Financial Highlights
-
Total revenue was $72.2 million, a decrease of 8% from $78.8 million in the fourth quarter of 2022.
-
Subscription and support revenue was $68.2 million, a decrease of 8% from $74.1 million in the fourth
quarter of 2022.
-
GAAP net loss was $16.0 million compared to a GAAP net loss of $22.7 million in the fourth quarter of 2022.
GAAP net loss attributable to common stockholders was $17.4 million compared to GAAP net loss attributable
to common stockholders of $24.0 million in the fourth quarter of 2022. GAAP net loss per share attributable
to common stockholders was $0.56 per share, compared to a GAAP net loss per share attributable to common
stockholders of $0.75 per share in the fourth quarter of 2022.
-
Adjusted EBITDA was $14.1 million, or 19% of total revenue, compared to $24.3 million, or 31% of total
revenue, in the fourth quarter of 2022.
-
GAAP operating cash flow was $8.8 million, compared to GAAP operating cash flow of $5.8 million in the
fourth quarter of 2022. Free cash flow was $8.6 million, compared to free cash flow of $5.7 million in the
fourth quarter of 2022.
-
Cash on hand as of the end of the fourth quarter of 2023 was $236.6 million, after buying back $10.8 million
of the Company's outstanding common stock in the quarter.
"We continue to make progress on our growth plan and remain focused on building great software and delivering
value for customers," said Jack McDonald, Upland's chairman and chief executive officer. "We are proud to see
continued and increasing recognition of our products as evidenced by the 44 badges earned in G2's Winter 2024
market reports."
Fourth Quarter Business Highlights
-
We expanded relationships with 307 existing customers, 33 of which were major expansions. We also welcomed
154 new customers to Upland in the fourth quarter, including 15 new major customers.
-
Upland was recognized, for the third year in a row, as a gold medalist and leader in the 2023 Enterprise
Content Management Data Quadrant report from SoftwareReviews for our document management and workflow
automation product, FileBound. The award is based on the combined knowledge of real users, and placement is
based on overall satisfaction with product features, vendor experience, capabilities, and emotional
sentiment.
-
Upland RO Innovation has launched an all-new Customer Reference Activity Hub to help sales, marketing, and
customer success teams find and engage with their most influential customer references so they can boost
brand awareness and generate more business.
-
In December, we hosted a webinar on content search intelligence featuring how Azure AI Search, when
seamlessly integrated with BA Insight's cutting-edge technology, revolutionizes how organizations access,
manage, and derive insights from their data.
-
Upland earned 44 badges in G2’s Winter 2024 market reports across a variety of products. These included our
knowledge management solutions, Upland RightAnswers and Upland Panviva, along with Upland Qvidian, our
proposal management software, and digital marketing products, Upland Adestra and Upland Second Street.
Rankings on G2 reports are based on independent data provided by real software buyers.
Business Outlook
The following guidance reflects another year of significant incremental sales, marketing and product investments
that Upland is making as part of its comprehensive growth plan as well as the effects of decreasing revenue and
expenses related to our previously announced decisions to sunset certain non-strategic product offerings and a
limited number of non-strategic customer contracts (collectively referred to as our “Sunset Assets”).
For the quarter ending March 31, 2024, Upland expects reported total revenue to be between $65.0 and $71.0
million, including subscription and support revenue between $62.5 and $67.5 million, for a decline in total
revenue of 12% at the mid-point from the quarter-ended March 31, 2023. First quarter 2024 Adjusted EBITDA is
expected to be between $11.3 and $14.3 million, for an Adjusted EBITDA margin of 19% at the mid-point. This
Adjusted EBITDA guide at the mid-point is a decrease of 27% from the quarter-ended March 31, 2023.
For the full year ending December 31, 2024, Upland expects reported total revenue to be between $259.0 and
$283.0 million, including subscription and support revenue between $247.0 and $267.0 million, for a decline in
total revenue of 9% at the mid-point from the year ended December 31, 2023. Full year 2024 Adjusted EBITDA is
expected to be between $49.0 and $61.0 million, for an Adjusted EBITDA margin of 20% at the mid-point. This
Adjusted EBITDA guide at the midpoint is a decrease of 15% from the year ended December 31, 2023.
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 call can be accessed
via a webcast on investor.uplandsoftware.com, or by dialing 1-800-715-9871 in North America
or 1-646-307-1963 if outside North America, international rates apply. Attendees will need to use access code
8422976 to join the call. This webcast will contain forward-looking statements and other material information
regarding Upland’s financial and operating results.
Following the completion of the conference call, a recording of the webcast will be made available at investor.uplandsoftware.com for twelve months.
About Upland Software
Upland Software Inc. enables global businesses to work smarter with over 25 proven enterprise cloud software
products that increase revenue, reduce costs, and deliver immediate value. Our solutions offer many integrated
AI capabilities and cover digital marketing, knowledge management, contact center service, sales productivity,
content lifecycle automation, and more. Upland's powerful cloud products are trusted by more than 10,000 global
customers. Learn how Upland helps businesses achieve outcomes that matter at 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), non-GAAP net
income (loss) per share and free cash flow.
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.
We are unable to reconcile any forward-looking non-GAAP financial measures to their directly comparable GAAP
financial measures because the information which is needed to complete a reconciliation is unavailable at this
time without unreasonable effort. Additionally, we are unable to quantify the impact of foreign currency
exchange fluctuations on components of our income statement beyond revenues because the information which is
needed to do so is unavailable at this time without unreasonable effort.
Upland defines Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, plus depreciation and
amortization expense, interest expense, net, other expense (income), net, provision (benefit) for income taxes,
stock-based compensation expense, acquisition-related expenses, non-recurring litigation costs, purchase
accounting adjustments for deferred revenue and impairment of goodwill.
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, non-recurring litigation expenses, purchase
accounting adjustments for deferred revenue, non-recurring provision for income tax, impairment of goodwill and
the related tax effect of the adjustments above.
Upland defines free cash flow as GAAP operating cash flow less purchases of property and equipment.
Upland defines major accounts as accounts with greater than or equal to $25,000 in annual recurring revenue.
Upland defines major expansions as existing customers who expanded the amount of annual recurring revenue under
their contract by at least $25,000.
Upland defines cash gross margin as product revenue less subscription and support cost of sales, excluding
depreciation & amortization.
In connection with periodic reviews of our business, we have decided to discontinue the availability of certain
non-strategic product offerings and a limited number of non-strategic customer contracts (collectively referred
to as “Sunset Assets”).
Overage Charges are subscription and support revenues earned in addition to contractual minimum customer
commitments as a result of the usage volume of services including text and e-mail messaging and third-party
pass-through costs that exceed the levels stipulated in contracts with the Company.
Upland defines Core Organic Growth Rate as the percentage change between two reported periods in subscription
and support revenue, excluding subscription and support revenue from Sunset Assets and Overage Charges. We
calculate our year-over-year Core Organic Growth Rate as though all acquisitions or dispositions closed as of
the end of the latest period were closed as of the first day of the prior year period presented. Core Organic
Growth Rate does not represent actual organic revenue generated by our business as it stood at the beginning of
the respective period.
Forward-looking Statements
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to
future events or our future financial or operating performance, including our guidance related to future
performance, and are subject to substantial risks, uncertainties and assumptions. We may not actually achieve
the plans, intentions, or expectations disclosed in our forward-looking statements. Our forward-looking
statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint
ventures, or investments we may make. 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 “anticipate,” “believe,” “may,” “will,” “continue,” “seek,”
“estimate,” “intend,” “hope,” “predict,” “could,” “should,” “would,” “project,” “plan,” “expect” or the negative
or plural of these words or similar expressions, although not all forward-looking statements contain these
words.
Actual results may differ materially from those indicated by such forward-looking statements as a result of
various important factors, including, but are not limited to: our financial performance and our ability to
achieve or sustain profitability or predict future results; our plans regarding future acquisitions, acquisition
expense timing and our ability to consummate and integrate acquisitions; our ability to expand our go to market
operations, including our marketing and sales organization and cross selling opportunities, and successfully
increase sales of our products; our ability to obtain financing in the future on acceptable terms or at all; our
expectations with respect to revenue, cost of revenue, average annual spend, margin expense and operating
expenses in future periods; our expectations with regard to revenue from perpetual licenses and professional
services; our ability to adapt to macroeconomic factors impacting the global economy, including foreign currency
exchange risk, inflation and supply chain constraints; our ability to attract and retain customers; our ability
to successfully enter new markets and manage our international expansion; our ability to comply with privacy
laws and regulations; our ability to deliver high-quality customer service; our plans regarding, and our ability
to effectively manage, our growth, including organic growth; maintaining our senior management team and key
personnel; the performance of our resellers; our ability to adapt to changing market conditions and competition;
our ability to adapt to technological change and continue to innovate; global economic and financial market
conditions and uncertainties; the growth of demand for cloud-based, digital transformation applications; our
ability to integrate our applications with other software applications; maintaining and expanding our
relationships with third parties; costs associated with defending intellectual property infringement and other
claims; our ability to maintain, protect and enhance our brand and intellectual property; our expectations with
regard to trends, such as seasonality, which affect our business; impairments to goodwill and other intangible
assets; our beliefs regarding how our applications benefit customers and what our competitive strengths are; the
operation, reliability and security of our third-party data centers; our expectations as to the payment of
dividends; our Share Repurchase Plan, including expectations regarding the timing and manner of repurchases made
under the Share Repurchase Plan; our current level of indebtedness, including our exposure to variable interest
rate risk; the potential elimination or limitation of tax incentives or tax losses and/or reductions of U.S.
federal net operating losses; the risk that we did not consider another contingency included in this list; 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 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, except as required by law. 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)
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Twelve Months Ended December 31,
|
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
|
(unaudited)
|
|
(unaudited)
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
Subscription and support
|
|
$
|
68,184
|
|
|
$
|
74,148
|
|
|
$
|
281,554
|
|
|
$
|
297,887
|
|
Perpetual license
|
|
|
1,760
|
|
|
|
1,628
|
|
|
|
6,077
|
|
|
|
6,948
|
|
Total product revenue
|
|
|
69,944
|
|
|
|
75,776
|
|
|
|
287,631
|
|
|
|
304,835
|
|
Professional services
|
|
|
2,234
|
|
|
|
3,035
|
|
|
|
10,221
|
|
|
|
12,468
|
|
Total revenue
|
|
|
72,178
|
|
|
|
78,811
|
|
|
|
297,852
|
|
|
|
317,303
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
Subscription and support
|
|
|
22,483
|
|
|
|
24,201
|
|
|
|
88,894
|
|
|
|
93,948
|
|
Professional services and other
|
|
|
1,226
|
|
|
|
2,506
|
|
|
|
7,467
|
|
|
|
9,793
|
|
Total cost of revenue
|
|
|
23,709
|
|
|
|
26,707
|
|
|
|
96,361
|
|
|
|
103,741
|
|
Gross profit
|
|
|
48,469
|
|
|
|
52,104
|
|
|
|
201,491
|
|
|
|
213,562
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
17,438
|
|
|
|
14,131
|
|
|
|
64,342
|
|
|
|
59,416
|
|
Research and development
|
|
|
11,662
|
|
|
|
10,799
|
|
|
|
49,375
|
|
|
|
46,187
|
|
General and administrative
|
|
|
13,895
|
|
|
|
14,352
|
|
|
|
61,264
|
|
|
|
70,462
|
|
Depreciation and amortization
|
|
|
14,405
|
|
|
|
11,699
|
|
|
|
58,614
|
|
|
|
43,669
|
|
Acquisition-related expenses
|
|
|
451
|
|
|
|
2,632
|
|
|
|
3,060
|
|
|
|
21,556
|
|
Impairment of goodwill
|
|
|
—
|
|
|
|
12,500
|
|
|
|
128,755
|
|
|
|
12,500
|
|
Total operating expenses
|
|
|
57,851
|
|
|
|
66,113
|
|
|
|
365,410
|
|
|
|
253,790
|
|
Loss from operations
|
|
|
(9,382
|
)
|
|
|
(14,009
|
)
|
|
|
(163,919
|
)
|
|
|
(40,228
|
)
|
Other expense:
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(5,322
|
)
|
|
|
(6,275
|
)
|
|
|
(18,684
|
)
|
|
|
(29,145
|
)
|
Other income (expense), net
|
|
|
(675
|
)
|
|
|
(2,479
|
)
|
|
|
236
|
|
|
|
(781
|
)
|
Total other expense
|
|
|
(5,997
|
)
|
|
|
(8,754
|
)
|
|
|
(18,448
|
)
|
|
|
(29,926
|
)
|
Loss before benefit from (provision for) income taxes
|
|
|
(15,379
|
)
|
|
|
(22,763
|
)
|
|
|
(182,367
|
)
|
|
|
(70,154
|
)
|
Benefit from (provision for) income taxes
|
|
|
(633
|
)
|
|
|
87
|
|
|
|
2,493
|
|
|
|
1,741
|
|
Net loss
|
|
$
|
(16,012
|
)
|
|
$
|
(22,676
|
)
|
|
$
|
(179,874
|
)
|
|
$
|
(68,413
|
)
|
Preferred stock dividends
|
|
|
(1,359
|
)
|
|
|
(1,300
|
)
|
|
|
(5,347
|
)
|
|
|
(1,846
|
)
|
Net loss attributable to common stockholders
|
|
$
|
(17,371
|
)
|
|
$
|
(23,976
|
)
|
|
$
|
(185,221
|
)
|
|
$
|
(70,259
|
)
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
Net loss per common share, basic and diluted
|
|
$
|
(0.56
|
)
|
|
$
|
(0.75
|
)
|
|
$
|
(5.77
|
)
|
|
$
|
(2.23
|
)
|
Weighted-average common shares outstanding, basic and diluted
|
|
|
30,995,441
|
|
|
|
31,906,980
|
|
|
|
32,074,906
|
|
|
|
31,528,881
|
|
Upland Software, Inc.
|
Condensed Consolidated Balance Sheets
|
(in thousands)
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
2023
|
|
2022
|
|
|
|
|
|
ASSETS
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
236,559
|
|
|
$
|
248,653
|
|
Accounts receivable, net of allowance
|
|
|
38,765
|
|
|
|
47,594
|
|
Deferred commissions, current
|
|
|
10,429
|
|
|
|
10,961
|
|
Unbilled receivables
|
|
|
2,701
|
|
|
|
5,313
|
|
Income tax receivable, current
|
|
|
3,775
|
|
|
|
542
|
|
Prepaid expenses and other current assets
|
|
|
8,004
|
|
|
|
8,232
|
|
Total current assets
|
|
|
300,233
|
|
|
|
321,295
|
|
Tax credits receivable
|
|
|
1,657
|
|
|
|
2,411
|
|
Property and equipment, net
|
|
|
1,932
|
|
|
|
1,830
|
|
Operating lease right-of-use asset
|
|
|
2,929
|
|
|
|
5,719
|
|
Intangible assets, net
|
|
|
182,349
|
|
|
|
248,851
|
|
Goodwill
|
|
|
353,778
|
|
|
|
477,043
|
|
Deferred commissions, noncurrent
|
|
|
12,568
|
|
|
|
13,794
|
|
Interest rate swap assets
|
|
|
14,270
|
|
|
|
41,168
|
|
Other assets
|
|
|
308
|
|
|
|
1,348
|
|
Total assets
|
|
$
|
870,024
|
|
|
$
|
1,113,459
|
|
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
|
Current liabilities:
|
|
|
|
|
Accounts payable
|
|
$
|
8,137
|
|
|
$
|
14,939
|
|
Accrued compensation
|
|
|
7,174
|
|
|
|
7,393
|
|
Accrued expenses and other current liabilities
|
|
|
7,050
|
|
|
|
10,644
|
|
Deferred revenue
|
|
|
102,763
|
|
|
|
106,465
|
|
Liabilities due to sellers of businesses
|
|
|
—
|
|
|
|
5,429
|
|
Operating lease liabilities, current
|
|
|
2,351
|
|
|
|
3,205
|
|
Current maturities of notes payable
|
|
|
3,172
|
|
|
|
3,136
|
|
Total current liabilities
|
|
|
130,647
|
|
|
|
151,211
|
|
Notes payable, less current maturities
|
|
|
473,502
|
|
|
|
511,847
|
|
Deferred revenue, noncurrent
|
|
|
3,860
|
|
|
|
4,707
|
|
Operating lease liabilities, noncurrent
|
|
|
1,597
|
|
|
|
4,947
|
|
Noncurrent deferred tax liability, net
|
|
|
16,025
|
|
|
|
18,416
|
|
Other long-term liabilities
|
|
|
461
|
|
|
|
1,170
|
|
Total liabilities
|
|
|
626,092
|
|
|
|
692,298
|
|
Series A Convertible Preferred stock
|
|
|
117,638
|
|
|
|
112,291
|
|
Stockholders’ equity:
|
|
|
|
|
Common stock
|
|
|
3
|
|
|
|
3
|
|
Additional paid-in capital
|
|
|
608,995
|
|
|
|
606,755
|
|
Accumulated other comprehensive loss
|
|
|
6,168
|
|
|
|
11,110
|
|
Accumulated deficit
|
|
|
(488,872
|
)
|
|
|
(308,998
|
)
|
Total stockholders’ equity
|
|
|
126,294
|
|
|
|
308,870
|
|
Total liabilities, convertible preferred stock and stockholders’ equity
|
|
$
|
870,024
|
|
|
$
|
1,113,459
|
|
Upland Software, Inc.
|
Condensed Consolidated Statements of Cash Flows
|
(in thousands)
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Twelve Months Ended December 31,
|
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
|
(unaudited)
|
|
(unaudited)
|
|
|
|
|
Operating activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(16,012
|
)
|
|
$
|
(22,676
|
)
|
|
$
|
(179,874
|
)
|
|
$
|
(68,413
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
17,510
|
|
|
|
14,813
|
|
|
|
71,985
|
|
|
|
56,146
|
|
Change in fair value of liabilities due to sellers of businesses
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(75
|
)
|
Deferred income taxes
|
|
|
(1,558
|
)
|
|
|
(3,784
|
)
|
|
|
(4,209
|
)
|
|
|
(7,075
|
)
|
Amortization of deferred costs
|
|
|
3,261
|
|
|
|
3,157
|
|
|
|
13,170
|
|
|
|
12,198
|
|
Foreign currency re-measurement loss
|
|
|
445
|
|
|
|
(52
|
)
|
|
|
(538
|
)
|
|
|
(12
|
)
|
Non-cash interest, net and other income, net
|
|
|
(896
|
)
|
|
|
569
|
|
|
|
(2,976
|
)
|
|
|
2,256
|
|
Non-cash stock-based compensation expense
|
|
|
4,682
|
|
|
|
7,579
|
|
|
|
22,874
|
|
|
|
41,602
|
|
Non-cash loss on impairment of goodwill
|
|
|
—
|
|
|
|
12,500
|
|
|
|
128,755
|
|
|
|
12,500
|
|
Non-cash loss on retirement of fixed assets
|
|
|
1
|
|
|
|
53
|
|
|
|
47
|
|
|
|
79
|
|
Changes in operating assets and liabilities, net of purchase business combinations:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(1,252
|
)
|
|
|
(8,496
|
)
|
|
|
8,916
|
|
|
|
9,691
|
|
Prepaid expenses and other current assets
|
|
|
4,934
|
|
|
|
4,922
|
|
|
|
(471
|
)
|
|
|
10,070
|
|
Other assets
|
|
|
(1,393
|
)
|
|
|
(2,608
|
)
|
|
|
10,866
|
|
|
|
(12,811
|
)
|
Accounts payable
|
|
|
(6,025
|
)
|
|
|
(5,711
|
)
|
|
|
(6,896
|
)
|
|
|
(7,175
|
)
|
Accrued expenses and other liabilities
|
|
|
(1,459
|
)
|
|
|
(2,757
|
)
|
|
|
(6,188
|
)
|
|
|
(14,013
|
)
|
Deferred revenue
|
|
|
6,551
|
|
|
|
8,332
|
|
|
|
(5,518
|
)
|
|
|
(4,989
|
)
|
Net cash provided by operating activities
|
|
|
8,789
|
|
|
|
5,841
|
|
|
|
49,943
|
|
|
|
29,979
|
|
Investing activities
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(186
|
)
|
|
|
(148
|
)
|
|
|
(1,220
|
)
|
|
|
(866
|
)
|
Purchase business combinations, net of cash acquired
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(62,356
|
)
|
Net cash used in investing activities
|
|
|
(186
|
)
|
|
|
(148
|
)
|
|
|
(1,220
|
)
|
|
|
(63,222
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
Payments of debt costs
|
|
|
(31
|
)
|
|
|
(3
|
)
|
|
|
(221
|
)
|
|
|
(203
|
)
|
Payments on notes payable
|
|
|
(1,350
|
)
|
|
|
(1,350
|
)
|
|
|
(40,400
|
)
|
|
|
(5,400
|
)
|
Repurchase of shares
|
|
|
(10,845
|
)
|
|
|
—
|
|
|
|
(14,060
|
)
|
|
|
—
|
|
Issuance of Series A Convertible Preferred stock, net of issuance costs
|
|
|
—
|
|
|
|
(75
|
)
|
|
|
—
|
|
|
|
110,445
|
|
Taxes paid related to net share settlement of equity awards
|
|
|
(349
|
)
|
|
|
(417
|
)
|
|
|
(1,091
|
)
|
|
|
(1,576
|
)
|
Issuance of common stock, net of issuance costs
|
|
|
3
|
|
|
|
1
|
|
|
|
5
|
|
|
|
191
|
|
Additional consideration paid to sellers of businesses
|
|
|
(67
|
)
|
|
|
(1,132
|
)
|
|
|
(5,617
|
)
|
|
|
(9,306
|
)
|
Net cash provided by (used in) financing activities
|
|
|
(12,639
|
)
|
|
|
(2,976
|
)
|
|
|
(61,384
|
)
|
|
|
94,151
|
|
Effect of exchange rate fluctuations on cash
|
|
|
1,004
|
|
|
|
4,216
|
|
|
|
567
|
|
|
|
(1,413
|
)
|
Change in cash and cash equivalents
|
|
|
(3,032
|
)
|
|
|
6,933
|
|
|
|
(12,094
|
)
|
|
|
59,495
|
|
Cash and cash equivalents, beginning of period
|
|
|
239,591
|
|
|
|
241,720
|
|
|
|
248,653
|
|
|
|
189,158
|
|
Cash and cash equivalents, end of period
|
|
$
|
236,559
|
|
|
$
|
248,653
|
|
|
$
|
236,559
|
|
|
$
|
248,653
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid for interest, net of interest rate swaps
|
|
$
|
8,990
|
|
|
$
|
7,316
|
|
|
$
|
32,137
|
|
|
$
|
29,120
|
|
Cash paid for taxes
|
|
$
|
879
|
|
|
$
|
713
|
|
|
$
|
7,106
|
|
|
$
|
3,876
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Business combination consideration including holdbacks and earnouts
|
|
$
|
—
|
|
|
$
|
306
|
|
|
$
|
—
|
|
|
$
|
8,126
|
|
Upland Software, Inc.
|
Reconciliation of Adjusted EBITDA
|
(in thousands, unaudited)
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Twelve Months Ended December 31,
|
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Reconciliation of net loss to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(16,012
|
)
|
|
$
|
(22,676
|
)
|
|
$
|
(179,874
|
)
|
|
$
|
(68,413
|
)
|
Add:
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense
|
|
|
17,510
|
|
|
|
14,813
|
|
|
|
71,985
|
|
|
|
56,146
|
|
Interest expense, net
|
|
|
5,322
|
|
|
|
6,275
|
|
|
|
18,684
|
|
|
|
29,145
|
|
Other expense (income), net
|
|
|
675
|
|
|
|
2,479
|
|
|
|
(236
|
)
|
|
|
781
|
|
Provision for (benefit from) income taxes
|
|
|
633
|
|
|
|
(87
|
)
|
|
|
(2,493
|
)
|
|
|
(1,741
|
)
|
Stock-based compensation expense
|
|
|
4,682
|
|
|
|
7,579
|
|
|
|
22,874
|
|
|
|
41,602
|
|
Acquisition-related expense
|
|
|
451
|
|
|
|
2,632
|
|
|
|
3,060
|
|
|
|
21,556
|
|
Non-recurring litigation costs
|
|
|
699
|
|
|
|
18
|
|
|
|
1,126
|
|
|
|
33
|
|
Purchase accounting deferred revenue discount
|
|
|
92
|
|
|
|
730
|
|
|
|
557
|
|
|
|
5,496
|
|
Impairment of goodwill
|
|
|
—
|
|
|
|
12,500
|
|
|
|
128,755
|
|
|
|
12,500
|
|
Adjusted EBITDA
|
|
$
|
14,052
|
|
|
$
|
24,263
|
|
|
$
|
64,438
|
|
|
$
|
97,105
|
|
Upland Software, Inc.
|
Reconciliation of Non-GAAP Net Loss and Non-GAAP EPS
|
(in thousands, except share and per share data, unaudited)
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Twelve Months Ended December 31,
|
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Reconciliation of net loss to non-GAAP net income:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(16,012
|
)
|
|
$
|
(22,676
|
)
|
|
$
|
(179,874
|
)
|
|
$
|
(68,413
|
)
|
Add:
|
|
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
4,682
|
|
|
|
7,579
|
|
|
|
22,874
|
|
|
|
41,602
|
|
Amortization of purchased intangibles
|
|
|
17,184
|
|
|
|
14,473
|
|
|
|
70,566
|
|
|
|
54,609
|
|
Amortization of debt discount
|
|
|
581
|
|
|
|
569
|
|
|
|
2,313
|
|
|
|
2,256
|
|
Acquisition-related expense
|
|
|
451
|
|
|
|
2,632
|
|
|
|
3,060
|
|
|
|
21,556
|
|
Nonrecurring litigation expense
|
|
|
699
|
|
|
|
18
|
|
|
|
1,126
|
|
|
|
33
|
|
Purchase accounting deferred revenue discount
|
|
|
92
|
|
|
|
730
|
|
|
|
557
|
|
|
|
5,496
|
|
Impairment of goodwill
|
|
|
—
|
|
|
|
12,500
|
|
|
|
128,755
|
|
|
|
12,500
|
|
Tax effect of adjustments above
|
|
|
(2,302
|
)
|
|
|
(1,560
|
)
|
|
|
(11,509
|
)
|
|
|
(7,985
|
)
|
Non-GAAP net income
|
|
$
|
5,375
|
|
|
$
|
14,265
|
|
|
$
|
37,868
|
|
|
$
|
61,654
|
|
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares outstanding, basic
|
|
|
30,995,441
|
|
|
|
31,906,980
|
|
|
|
32,074,906
|
|
|
|
31,528,881
|
|
Weighted average ordinary shares outstanding, diluted
|
|
|
37,992,837
|
|
|
|
38,639,536
|
|
|
|
38,920,323
|
|
|
|
34,059,394
|
|
Non-GAAP earnings per share, basic
|
|
$
|
0.17
|
|
|
$
|
0.45
|
|
|
$
|
1.18
|
|
|
$
|
1.96
|
|
Non-GAAP earnings per share, diluted
|
|
$
|
0.14
|
|
|
$
|
0.37
|
|
|
$
|
0.97
|
|
|
$
|
1.81
|
|
Upland Software, Inc.
|
Reconciliation of Operating Cash Flow to Free Cash Flow
|
(in thousands, unaudited)
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Twelve Months Ended December 31,
|
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Reconciliation of operating cash flow to Free Cash Flow:
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
$
|
8,789
|
|
|
$
|
5,841
|
|
|
$
|
49,943
|
|
|
$
|
29,979
|
|
Less: Purchase of property and equipment
|
|
|
(186
|
)
|
|
|
(148
|
)
|
|
|
(1,220
|
)
|
|
|
(866
|
)
|
Free Cash Flow
|
|
$
|
8,603
|
|
|
$
|
5,693
|
|
|
$
|
48,723
|
|
|
$
|
29,113
|
|
Upland Software, Inc.
|
Supplemental Financial Information
|
(in thousands, unaudited)
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
Twelve Months Ended December 31,
|
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Stock-based compensation:
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
$
|
102
|
|
$
|
497
|
|
$
|
952
|
|
$
|
1,984
|
Research and development
|
|
|
552
|
|
|
626
|
|
|
2,463
|
|
|
2,733
|
Sales and marketing
|
|
|
495
|
|
|
655
|
|
|
2,059
|
|
|
4,239
|
General and administrative
|
|
|
3,533
|
|
|
5,801
|
|
|
17,400
|
|
|
32,646
|
Total
|
|
$
|
4,682
|
|
$
|
7,579
|
|
$
|
22,874
|
|
$
|
41,602
|
|
|
|
|
|
|
|
|
|
Depreciation:
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
$
|
—
|
|
$
|
2
|
|
$
|
5
|
|
$
|
8
|
Operating expense
|
|
|
326
|
|
|
338
|
|
|
1,414
|
|
|
1,529
|
Total
|
|
$
|
326
|
|
$
|
340
|
|
$
|
1,419
|
|
$
|
1,537
|
|
|
|
|
|
|
|
|
|
Amortization:
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
$
|
3,105
|
|
$
|
3,112
|
|
$
|
13,366
|
|
$
|
12,469
|
Operating expense
|
|
|
14,079
|
|
|
11,361
|
|
|
57,200
|
|
|
42,140
|
Total
|
|
$
|
17,184
|
|
$
|
14,473
|
|
$
|
70,566
|
|
$
|
54,609
|
Source: Upland Software Inc.