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

AUSTIN, Texas, Nov. 9, 2017 /PRNewswire/ -- 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.

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


                                                                               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                          Nine Months Ended
                                                        September 30,                           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                             Nine Months Ended
                                                                                       September 30,                              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                        Nine Months Ended
                                 September 30,                         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            Nine Months Ended
                      September 30,                 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
                           ======                         ======           ======  ======

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