Upland Software Reports Record Quarterly and Full Year 2017 Financial Results with 44% Revenue Growth in Fourth Quarter and Provides Strong First Quarter 2018 Guidance Range with 45% Revenue Growth at the Midpoint

Upland Software Reports Record Quarterly and Full Year 2017 Financial Results with 44% Revenue Growth in Fourth Quarter and Provides Strong First Quarter 2018 Guidance Range with 45% Revenue Growth at the Midpoint

AUSTIN, Texas, March 8, 2018 /PRNewswire/ -- Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based Enterprise Work Management software, today announced financial and operating results for the fourth quarter and full year of 2017 and provided guidance for its first quarter and full year of 2018.

Fourth Quarter 2017 Financial Highlights

    --  Total revenue was $27.8 million, an increase of 44% from $19.4 million
        in the fourth quarter of 2016.
    --  Subscription and support revenue was $24.8 million, an increase of 45%
        from $17.1 million in the fourth quarter of 2016.
    --  GAAP net loss was $3.8 million, an increase of 92% from $2.0 million, in
        the fourth quarter of 2016, principally as a result of one-time expenses
        related to the accretive acquisition of Qvidian in the fourth quarter
        that was not present in the fourth quarter of 2016.
    --  Adjusted EBITDA was $9.7 million, or 35% of total revenue, an increase
        of 129% from $4.3 million, or 22% of total revenue, in the fourth
        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 fourth quarter was $22.3 million.

Full Year 2017 Financial Highlights

    --  Total revenue was $98.0 million, an increase of 31% from $74.8 million
        in 2016.
    --  Subscription and support revenue was $85.5 million, an increase of 30%
        from $65.6 million in 2016.
    --  GAAP net loss was $18.7 million, an increase of 39% compared to a net
        loss of $13.5 million in 2016.
    --  Adjusted EBITDA was $30.3 million, or 31% of total revenue, an increase
        of 140% from $12.6 million, or 17% of revenue, in 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.

"2017 was an outstanding year on all fronts," said Jack McDonald, chairman and CEO of Upland Software. "We made four strategic and accretive acquisitions that added $48.5 million in annualized gross revenue run-rate, increased Adjusted EBITDA margins from 22% to 35% year-over-year reaching our exit 2017 goal, and continued our track record of strong product innovation and customer success," he said. "Our pipeline of acquisitions remains robust, and we have the operating and financial resources to execute on significant revenue growth and margin expansion towards our long-term 40% Adjusted EBITDA target," he added.

Fourth Quarter and Full Year Business Highlights

    --  Expanded 227 existing customer relationships, including 21 major
        expansions, during the fourth quarter for a total of 648 expanded
        customer relationships, including 68 major expansions, for the full year
        2017.
    --  Added 151 new customer relationships, including 19 major accounts,
        during the fourth quarter for a total of 525 new customer relationships,
        including 52 major accounts, for the full year 2017.
    --  Delivered 93% annual net dollar retention rate (NDRR) as of December 31,
        2017.
    --  Raised our long-term Adjusted EBITDA margin target to 40%.
    --  Completed four acquisitions delivering $48.5 million in aggregate
        annualized gross revenue run-rate.  Each acquisition was accretive to
        Adjusted EBITDA per share, and included:
        --  Expanded our Workflow Automation family by acquiring Qvidian and
            AccuRoute.  Qvidian is a premier cloud-based RFP and proposal
            automation software platform serving more than 1,000 companies
            worldwide, while AccuRoute is one of the industry's most powerful
            automation and document management platforms.
        --  Expanded our Digital Engagement family by acquiring Waterfall, a
            leading cloud-based mobile marketing solution that allows brands to
            build their existing customer database and drive top-line revenue
            with targeted, relevant mobile content.
        --  Expanded our Project and IT Management family by acquiring
            RightAnswers, an award-winning, cloud-based knowledge management
            system.
    --  Completed a $42.7 million, net, follow-on public offering of common
        stock in June and increased our acquisition credit facility to $200
        million in August.
    --  Influenced by Customer Advisory Boards, Virtual User Conferences,
        Executive Outreach meetings, and through Upland communities, launched 15
        major product feature releases in 2017 including improvements to
        integration, content monitoring, user experience, reporting, and
        administration.
    --  Transitioned nine products from co-location data centers to Amazon Web
        Services, creating a much more scalable, secure, and cost-efficient
        cloud environment to support our ongoing customer growth. Remaining
        products will be transitioned in 2018.

Business Outlook

For the quarter ending March 31, 2018, Upland expects reported total revenue to be between $29.6 and $30.6 million, including subscription and support revenue between $26.4 and $27.2 million, for growth in recurring revenue of 48% at the mid-point over the first quarter ended March 31, 2017. First quarter 2018 Adjusted EBITDA is expected to be between $9.9 and $10.5 million, for an Adjusted EBITDA margin of 34% at the mid-point, representing growth of 87% at the mid-point over the quarter-ended March 31, 2017.

For the full year ending December 31, 2018, Upland expects reported total revenue to be between $120.4 and $124.4 million, including subscription and support revenue between $107.8 and $111.0 million, for growth in recurring revenue of 28% at the mid-point over the year ended December 31, 2017. Full year 2018 Adjusted EBITDA is expected to be between $42.0 and $44.0 million, for an Adjusted EBITDA margin of 35% at the mid-point, representing growth of 42% at the mid-point over the year ended December 31, 2017.

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 8190259. 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 six 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 4,000 customers and over 450,000 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, provision for income taxes, stock-based compensation expense, acquisition-related expenses, non-recurring litigation costs, and purchase accounting adjustments for deferred revenue. Prior to the filing of this Annual Report on Form 10-K, we did not include purchase accounting adjustments for deferred revenue as a component of Adjusted EBITDA, and as such, the prior year Adjusted EBITDA amounts presented herein have been recast to reflect the inclusion of 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.

Upland defines annual 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. This measure excludes the revenue value of uncontracted overage fees and on-demand service fees.

Upland defines major accounts as accounts with greater than or equal to $25,000 in annual recurring revenue.

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:
Christina Turner
Media@uplandsoftware.com
855-944-7526


                                                                       Upland Software, Inc.

                                                          Condensed Consolidated Statements of Operations

                                                               (in thousands, except per share data)


                                                                                 Three Months Ended December 31,                Twelve Months Ended December 31,

                                                                                   2017                  2016               2017                                2016
                                                                                   ----                  ----               ----                                ----

                                                                                           (unaudited)                     (unaudited)

    Revenue:

    Subscription and support                                                               $24,756                                    $17,062                            $85,467       $65,552

    Perpetual license                                                             1,050                                542                            4,346                 1,650
                                                                                  -----                                ---                            -----                 -----

    Total product revenue                                                        25,806                             17,604                           89,813                67,202
                                                                                 ------                             ------                           ------                ------

    Professional services                                                         2,041                              1,770                            8,139                 7,565
                                                                                  -----                              -----                            -----                 -----

    Total revenue                                                                27,847                             19,374                           97,952                74,767
                                                                                 ------                             ------                           ------                ------

    Cost of revenue:

    Subscription and support                                                      8,148                              6,127                           28,454                22,734

    Professional services                                                         1,355                              1,056                            5,193                 4,831
                                                                                  -----                              -----                            -----                 -----

    Total cost of revenue                                                         9,503                              7,183                           33,647                27,565

    Gross profit                                                                 18,344                             12,191                           64,305                47,202

    Operating expenses:

    Sales and marketing                                                           3,791                              3,041                           15,307                12,160

    Research and development                                                      4,223                              3,218                           15,795                14,919

    Refundable Canadian tax credits                                               (118)                             (173)                           (542)                (513)

    General and administrative                                                    5,727                              4,946                           23,291                18,286

    Depreciation and amortization                                                 2,387                              1,021                            6,498                 5,291

    Acquisition-related expenses                                                  4,724                                728                           15,092                 5,583
                                                                                  -----                                ---                           ------                 -----

    Total operating expenses                                                     20,734                             12,781                           75,441                55,726

    Loss from operations                                                        (2,390)                             (590)                        (11,136)              (8,524)

    Other expense:

    Interest expense, net                                                       (2,210)                             (849)                         (6,582)              (2,781)

    Other expense, net                                                              549                                427                              289                 (678)

    Total other expense                                                         (1,661)                             (422)                         (6,293)              (3,459)
                                                                                 ------                               ----                           ------                ------

    Loss before provision for income taxes                                      (4,051)                           (1,012)                        (17,429)             (11,983)

    Provision for income taxes                                                      257                              (961)                         (1,296)              (1,530)
                                                                                    ---                               ----                           ------                ------

    Net loss                                                                              $(3,794)                                  $(1,973)                         $(18,725)    $(13,513)
                                                                                           =======                                    =======                           ========      ========

    Net loss per common share:

    Net loss per common share, basic and diluted                                           $(0.19)                                   $(0.12)                           $(1.02)      $(0.82)

    Weighted-average common shares outstanding, basic and                    19,514,893                         16,871,250                       18,411,247            16,472,799
         diluted


                                 Upland Software, Inc.

                         Condensed Consolidated Balance Sheets

                                     (in thousands)


                                                     December 31,

                                              2017                   2016
                                              ----                   ----

                                       (unaudited)

    Assets

    Current assets:

    Cash and cash
     equivalents                                       $22,326               $28,758

    Accounts receivable,
     net of allowance                       26,504                   15,254

    Prepaid and other                        2,856                    3,287

    Total current assets                    51,686                   47,299

    Canadian tax credits
     receivable                              1,196                      978

    Property and
     equipment, net                          2,927                    4,356

    Intangible assets,
     net                                    70,043                   28,512

    Goodwill                               154,607                   69,097

    Other assets                               800                      346

    Total assets                                      $281,259              $150,588
                                                      ========              ========

    Liabilities and
     stockholders'
     equity

    Current liabilities:

    Accounts payable                                    $3,887                $1,268

    Accrued compensation                     5,157                    2,541

    Accrued expenses and
     other                                  12,148                    5,505

    Deferred revenue                        43,807                   23,552

    Due to sellers                           7,839                    4,642

    Current maturities
     of notes payable                        2,301                    2,190

    Total current
     liabilities                            75,139                   39,698

    Commitments and
     contingencies

    Canadian tax credit
     liability to
     sellers                                     -                     361

    Notes payable, less
     current maturities                    108,843                   45,739

    Deferred revenue                         1,570                      247

    Noncurrent deferred
     tax liability, net                      3,262                    3,404

    Other long-term
     liabilities                             1,030                    2,126

    Total liabilities                      189,844                   91,575

    Stockholders'
     equity:

      Preferred stock                            -                       -

    Common stock                                 2                        2

    Additional paid-in
     capital                               174,944                  124,566

    Accumulated other
     comprehensive loss                    (2,403)                 (3,152)

    Accumulated deficit                   (81,128)                (62,403)

    Total stockholders'
     equity                                 91,415                   59,013
                                            ------                   ------

    Total liabilities
     and stockholders'
     equity                                           $281,259              $150,588
                                                      ========              ========


                                                                                                     Upland Software, Inc.

                                                                                        Condensed Consolidated Statements of Cash Flows

                                                                                                        (in thousands)


                                                                                                                                            Twelve Months Ended December 31,
                                                                                                                                            --------------------------------

                                                                                                                                               2017                            2016
                                                                                                                                               ----                            ----

                                                                                                                                        (unaudited)

    Operating activities

    Net loss                                                                                                                                          $(18,725)                       $(13,513)

    Adjustments to reconcile net loss to net cash provided by operating activities:

    Depreciation and amortization                                                                                                            11,914                             9,794

    Deferred income taxes                                                                                                                     (262)                              529

    Foreign currency re-measurement (gain) loss                                                                                               (382)                             (64)

    Non-cash interest and other expense                                                                                                         592                               327

    Non-cash stock compensation expense                                                                                                       9,977                             4,333

    Loss on disposal of business                                                                                                                  -                              746

    Non-cash loss on retirement of fixed assets                                                                                                (19)                              276

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

    Accounts receivable                                                                                                                     (4,710)                            (361)

    Prepaids and other                                                                                                                        1,555                               648

    Accounts payable                                                                                                                          1,254                           (1,453)

    Accrued expenses and other liabilities                                                                                                    3,715                               413

    Deferred revenue                                                                                                                          2,807                             2,200

    Net cash provided by (used in) operating activities                                                                                       7,716                             3,875

    Investing activities

    Purchase of property and equipment                                                                                                        (396)                            (670)

    Purchase of customer relationships                                                                                                         (55)                            (408)

    Purchase business combinations, net of cash acquired                                                                                  (110,324)                         (12,151)

    Net cash used in investing activities                                                                                                 (110,775)                         (13,229)

    Financing activities

    Payments on capital leases                                                                                                              (1,497)                          (1,683)

    Proceeds from notes payable, net of issuance costs                                                                                       74,538                            30,992

    Payments on notes payable                                                                                                              (11,912)                          (7,190)

    Taxes paid related to net share settlement of equity awards                                                                             (3,387)                            (726)

    Issuance of common stock, net of issuance costs                                                                                          43,797                               211

    Additional consideration paid to sellers of businesses                                                                                  (5,361)                          (2,079)

    Net cash provided by (used in) financing activities                                                                                      96,178                            19,525

    Effect of exchange rate fluctuations on cash                                                                                                449                               114

    Change in cash and cash equivalents                                                                                                     (6,432)                           10,285

    Cash and cash equivalents, beginning of period                                                                                           28,758                            18,473

    Cash and cash equivalents, end of period                                                                                                            $22,326                          $28,758
                                                                                                                                                        =======                          =======

    Supplemental disclosures of cash flow information:

    Cash paid for interest                                                                                                                               $6,012                           $2,455

    Cash paid for taxes                                                                                                                                  $1,782                             $488

    Noncash investing and financing activities:

    Equipment acquired pursuant to capital lease obligations                                                                                                $50                           $1,293

    Issuance of common stock in business combination                                                                                              $           -                          $8,300


                                                         Upland Software, Inc.

                                                   Reconciliation of Adjusted EBITDA

                                                       (in thousands, unaudited)


                                                               Three Months Ended                         Twelve Months Ended

                                                                  December 31,                                December 31,

                                                         2017                  2016         2017                          2016
                                                         ----                  ----         ----                          ----

    Reconciliation of Net loss to Adjusted EBITDA:

    Net Loss                                                    $(3,794)                         $(1,973)                      $(18,725)    $(13,513)

    Add:

    Depreciation and amortization expense               3,802                         2,295                    11,914                 9,794

    Interest expense, net                               2,210                           849                     6,582                 2,781

    Other expense (income), net                         (549)                        (427)                    (289)                  678

    Provision for income taxes                          (257)                          961                     1,296                 1,530

    Stock-based compensation expense                    2,173                         1,669                     9,977                 4,333

    Acquisition-related expense                         4,724                           728                    15,092                 5,583

    Non-recurring litigation costs                          -                            -                        -                   25

    Purchase accounting deferred revenue discount       1,437                           160                     4,469                 1,405

    Adjusted EBITDA                                               $9,746                            $4,262                         $30,316       $12,616
                                                                  ======                            ======                         =======       =======


                                                                                  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                           Twelve Months Ended
                                                                                                   December 31,                                  December 31,

                                                                                           2017                  2016              2017                          2016
                                                                                           ----                  ----              ----                          ----

    Reconciliation of Net Loss to Non-GAAP net income
    (loss):

    Net loss                                                                                      $(3,794)                              $(1,973)                      $(18,725)    $(13,513)

    Add:

    Stock-based compensation expense                                                      2,173                              1,669                        9,977              4,333

    Amortization of purchased intangibles                                                 3,013                              1,478                        9,298              7,107

    Amortization of debt discount                                                           176                                131                          592                327

    Acquisition-related expense                                                           4,724                                728                       15,092              5,583

    Nonrecurring litigation expense                                                           -                                 -                           -                25

    Purchase accounting deferred revenue discount                                         1,437                                160                        4,469              1,405

    Tax effect of adjustments above                                                        (82)                              (79)                       (324)             (319)

    Non-GAAP net income (loss)                                                                      $7,647                                 $2,114                         $20,379        $4,948
                                                                                                    ======                                 ======                         =======        ======


    Weighted average ordinary shares outstanding, basic                              19,514,893                         16,871,250                   18,411,247         16,472,799

    Weighted average ordinary shares outstanding, diluted                            20,668,840                         17,457,565                   14,841,316         16,892,549

    Non-GAAP earnings per share, basic                                                               $0.39                                  $0.13                           $1.11         $0.30

    Non-GAAP earnings per share, diluted                                                             $0.37                                  $0.12                           $1.37         $0.29


                                                Upland Software, Inc.

                                         Supplemental Financial Information

                                              (in thousands, unaudited)


                                 Three Months Ended                       Twelve Months Ended
                                    December 31,                              December 31,

                                2017                 2016                   2017                2016
                                ----                 ----                   ----                ----

    Stock-based compensation:

    Cost of revenue                       $159                                        $16              $436     $44

    Research and development     236                            124                             796      204

    Sales and marketing           83                             39                             232      105

    General and administrative 1,695                          1,490                           8,513    3,980

    Total                               $2,173                                     $1,669            $9,977  $4,333
                                        ======                                     ======            ======  ======





                               Three Months Ended                   Twelve Months Ended
                                  December 31,                          December 31,

                                2017                 2016                   2017                2016
                                ----                 ----                   ----                ----

    Depreciation:

    Cost of revenue                       $442                                       $648            $1,904  $2,030

    Operating expense            347                            169                             712      657

    Total                                 $789                                       $817            $2,616  $2,687
                                          ====                                       ====            ======  ======


    Amortization:

    Cost of revenue                       $973                                       $626            $3,512  $2,473

    Operating expense          2,040                            852                           5,786    4,634

    Total                               $3,013                                     $1,478            $9,298  $7,107
                                        ======                                     ======            ======  ======

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