Upland Software Reports Third Quarter 2018 Financial Results

AUSTIN, Texas, Nov. 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 third quarter of 2018 and provided guidance for its fourth quarter and full year of 2018.

Third Quarter 2018 Financial Highlights

    --  Total revenue was $37.1 million, an increase of 42% from $26.1 million
        in the third quarter of 2017.
    --  Subscription and support revenue was $33.9 million, an increase of 46%
        from $23.2 million in the third quarter of 2017.
    --  GAAP net loss was $4.3 million, an increase of 21% from a GAAP net loss
        of $3.5 million, in the third quarter of 2017.
    --  Adjusted EBITDA was $13.1 million, or 35% of total revenue, an increase
        of 57% from $8.3 million, or 32% of total revenue, in the third quarter
        of 2017.
    --  Cash on hand as of the end of the third quarter was $16.1 million.

"Q3 was another record quarter with strong revenue growth, record Adjusted EBITDA, and a host of significant product enhancements that demonstrate our commitment to customer-driven innovation," said Jack McDonald, chairman and CEO of Upland Software. "And just after quarter close, we announced our largest acquisition to date of Rant & Rave, a leading customer engagement platform and strategic addition to our product portfolio, which added meaningful cross-selling opportunities in the United States and Europe. Our Q4 and full-year guidance is strong, our M&A pipeline is robust, and we are actively pursuing additional strategic acquisition opportunities."

Third Quarter Business Highlights

    --  Expanded 208 existing customer relationships, including 17 major
        expansions, and added 130 new customer relationships, including 12 major
        accounts.
    --  Enhanced our Workflow Automation product family by delivering improved
        user experience for our RFP and sales proposal automation solution, and
        introduced new capabilities for reporting and analyzing data.
    --  Released several updates within our Digital Engagement product family
        incorporating customer-requested enhancements delivering usability
        improvements and performance upgrades to the mobile messaging platform.
    --  Improved user experience within our Project and IT Management product
        family in our PPM and PSA solutions; improved visualization, budgeting
        and charge back capabilities in our ITFM solution; improved planning
        capabilities in our supply chain management solution; and added
        integration with Office 365 SharePoint to our knowledge management
        solution.
    --  Delivered a major user experience upgrade, along with customer-requested
        enhancements for Upland Analytics, our reporting platform powered by
        Upland's ComSci ITFM application, and integrated with Tenrox, Upland's
        professional services automation (PSA) solution.
    --  Just after quarter close, on October 3, 2018, strengthened our Upland
        Mobile Messaging (UMM) platform by acquiring Rant & Rave, a leading
        provider of cloud-based customer engagement solutions including voice of
        customer (VoC) and voice of employee (VoE) applications that enable
        users to capture, analyze, and act on real-time customer and employee
        feedback across multiple channels including Short Message Service (SMS),
        mobile email, web, and social media.

Business Outlook

For the quarter ending December 31, 2018, Upland expects reported total revenue to be between $41.8 and $43.8 million, including subscription and support revenue between $38.8 and $40.0 million, for growth in recurring revenue of 59% at the mid-point over the quarter-ended December 31, 2017. Third quarter 2018 Adjusted EBITDA is expected to be between $15.3 and $16.1 million, for an Adjusted EBITDA margin of roughly 37% at the mid-point, representing growth of 61% at the mid-point over the quarter-ended December 31, 2017.

For the full year ending December 31, 2018, Upland expects reported total revenue to be between $146.5 and $148.5 million, including subscription and support revenue between $133.6 and $134.8 million, for growth in recurring revenue of 57% at the mid-point over the year ended December 31, 2017. Full year 2018 Adjusted EBITDA is expected to be between $51.7 and $52.5 million, for an Adjusted EBITDA margin of 35% at the mid-point, representing growth of 72% 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 1378270. 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 twelve 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.

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.

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.

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.

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 "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "hope," "predict," "could," "should," "would," "project," 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, sustain or increase profitability or predict future results; our ability to attract and retain customers; our ability to deliver high-quality customer service; the growth of demand for enterprise work management applications; our plans regarding, and our ability to effectively manage, our growth; our plans regarding future acquisitions and our ability to consummate and integrate acquisitions; 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; the operation and reliability of our third-party data centers and other service providers; our ability to adapt to technological change and continue to innovate; our ability to integrate our applications with other software applications; our ability to comply with privacy laws and regulations; 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, 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.

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, unaudited, except per share data)




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


                                                                          2018                             2017              2018                         2017

                                                                                                                                                        ---


          Revenue:



          Subscription and support                                               $
            33,919                                  $
       23,169                                   $
         94,802       $
          60,711



          Perpetual license                                               915                                           856                            3,224                              3,296




          Total product revenue                                        34,834                                        24,025                           98,026                             64,007




          Professional services                                         2,310                                         2,047                            6,679                              6,098




          Total revenue                                                37,144                                        26,072                          104,705                             70,105




          Cost of revenue:



          Subscription and support                                     10,566                                         7,737                           29,395                             20,306



          Professional services                                         1,517                                         1,376                            4,182                              3,838




          Total cost of revenue                                        12,083                                         9,113                           33,577                             24,144



          Gross profit                                                 25,061                                        16,959                           71,128                             45,961



          Operating expenses:



          Sales and marketing                                           5,299                                         4,258                           14,955                             11,516



          Research and development                                      5,400                                         4,092                           15,577                             11,572



          Refundable Canadian tax credits                                (99)                                        (195)                           (404)                             (424)



          General and administrative                                    8,011                                         5,084                           23,475                             17,564



          Depreciation and amortization                                 3,606                                         1,648                            9,589                              4,111



          Acquisition-related expenses                                  2,497                                         4,399                            8,739                             10,368




          Total operating expenses                                     24,714                                        19,286                           71,931                             54,707



          Gain/(loss) from operations                                     347                                       (2,327)                           (803)                           (8,746)



          Other expense:



          Interest expense, net                                       (3,118)                                      (2,277)                         (8,755)                           (4,372)



          Loss on debt extinguishment                                       -                                        1,634



          Other income (expense), net                                   (744)                                        (130)                           (965)                             (260)



          Total other expense                                         (3,862)                                        (773)                         (9,720)                           (4,632)




          Loss before provision for income taxes                      (3,515)                                      (3,100)                        (10,523)                          (13,378)



          Provision for income taxes                                    (735)                                        (406)                         (2,118)                           (1,553)




          Net loss                                                              $
            (4,250)                                $
       (3,506)                                $
         (12,641)    $
          (14,931)




          Net loss per common share:



          Net loss per common share, basic and diluted                           $
            (0.21)                                 $
       (0.18)                                  $
         (0.63)      $
          (0.83)



          Weighted-average common shares outstanding, basic and    20,089,919                                    19,380,519                       19,916,907                         18,043,365
      diluted


                                                                  
              Upland Software, Inc.


                                                          
              Condensed Consolidated Balance Sheets


                                                                     
              (in thousands)




                                                             September 30,                                 December 31,

                                                                                                                    ---

                                                                      2018                                          2017

                                                                                                                    ---

                                                        (unaudited)



     
                Assets



     Current assets:


      Cash and cash
       equivalents                                                            $
              16,089                                    $
       22,326


      Accounts receivable, net
       of allowance                                                 26,440                                                  26,504


      Deferred commissions,
       current                                                       2,374


      Prepaid and other                                              3,890                                                   2,856


      Total current assets                                          48,793                                                  51,686


      Canadian tax credits
       receivable                                                    1,637                                                   1,196


      Property and equipment,
       net                                                           2,206                                                   2,927


      Intangible assets, net                                       112,156                                                  70,043



     Goodwill                                                     157,078                                                 154,607


      Deferred commissions,
       noncurrent                                                    5,470



     Other assets                                                     153                                                     800



     Total assets                                                           $
              327,493                                   $
       281,259



                   Liabilities and stockholders' equity



     Current liabilities:


      Accounts payable                                                         $
              4,139                                     $
       3,887


      Accrued compensation                                           3,048                                                   5,157


      Accrued expenses and
       other                                                        10,168                                                  12,148


      Deferred revenue                                              43,575                                                  43,807


      Due to sellers                                                10,655                                                   7,839


      Current maturities of
       notes payable                                                 4,330                                                   2,301


      Total current
       liabilities                                                  75,915                                                  75,139


      Notes payable, less
       current maturities                                          153,898                                                 108,843


      Deferred revenue,
       noncurrent                                                      901                                                   1,570


      Noncurrent deferred tax
       liability, net                                                6,808                                                   3,262


      Other long-term
       liabilities                                                     736                                                   1,030


      Total liabilities                                            238,258                                                 189,844



     Stockholders' equity:



     Common stock                                                       2                                                       2


      Additional paid-in
       capital                                                     181,540                                                 174,944


      Accumulated other
       comprehensive loss                                          (4,830)                                                (2,403)


      Accumulated deficit                                         (87,477)                                               (81,128)


      Total stockholders'
       equity                                                       89,235                                                  91,415



      Total liabilities and
       stockholders' equity                                                  $
              327,493                                   $
       281,259


                                                     
              Upland Software, Inc.


                                        
              Condensed Consolidated Statements of Cash Flows


                                                   
              (in thousands, unaudited)




                                                                       Nine Months Ended September 30,


                                                      2018                                             2017

                                                                                                       ---

                                               (unaudited)                                     (unaudited)


                   Operating activities



     Net loss                                               $
              (12,641)                                     $
          (14,931)


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


      Depreciation and
       amortization                                 14,604                                                      8,112


      Deferred income taxes                            421                                                        698


      Amortization of
       deferred commissions                          1,709


      Foreign currency re-
       measurement (gain)
       loss                                            105                                                      (422)


      Non-cash interest and
       other expense                                   616                                                        416


      Non-cash stock
       compensation expense                         10,380                                                      7,804


      Non-cash loss on
       retirement of fixed
       assets                                            -                                                      (18)


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


      Accounts receivable                            3,173                                                        753


      Prepaids and other                           (3,115)                                                     1,664


      Accounts payable                               (679)                                                     1,736


      Accrued expenses and
       other liabilities                           (7,097)                                                       789


      Deferred revenue                             (2,679)                                                     (793)


      Net cash provided by
       operating activities                          4,797                                                      5,808


                   Investing activities


      Purchase of property
       and equipment                                 (643)                                                     (443)


      Purchase business
       combinations, net of
       cash acquired                              (47,850)                                                  (61,163)


      Net cash used in
       investing activities                       (48,493)                                                  (61,606)


                   Financing activities


      Payments on capital
       leases                                        (893)                                                   (1,098)


      Proceeds from notes
       payable, net of
       issuance costs                               49,375                                                     54,683


      Payments on notes
       payable                                     (2,907)                                                  (11,319)


      Taxes paid related to
       net share settlement
       of equity awards                            (4,642)                                                     (628)


      Issuance of common
       stock, net of
       issuance costs                                  858                                                     43,257


      Additional
       consideration paid to
       sellers of businesses                       (4,294)                                                   (5,361)


      Net cash provided by
       financing activities                         37,497                                                     79,534


      Effect of exchange
       rate fluctuations on
       cash                                           (38)                                                       482


      Change in cash and
       cash equivalents                            (6,237)                                                    24,218


      Cash and cash
       equivalents,
       beginning of period                          22,326                                                     28,758


      Cash and cash
       equivalents, end of
       period                                                  $
              16,089                                        $
          52,976



                   Supplemental disclosures of cash flow
                    information:


      Cash paid for interest                                    $
              8,170                                         $
          3,966


      Cash paid for taxes                                       $
              2,480                                         $
          1,463


                   Noncash investing and financing
                    activities:


      Equipment acquired
       pursuant to capital
       lease obligations                      
              $                                                                 $
          121


                                                                                              
              Upland Software, Inc.


                                                                                        
              Reconciliation of Adjusted EBITDA


                                                                                            
              (in thousands, unaudited)




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


                                                                                             2018                               2017                   2018                         2017

                                                                                                                                                                                  ---


     Reconciliation of Net loss to Adjusted EBITDA:



     Net Loss                                                                                      $
              (4,250)                                     $
         (3,506)                                  $
          (12,641)    $
          (14,931)



     Add:



     Depreciation and amortization expense                                                 5,387                                           3,066                                14,604                                   8,112



     Interest expense, net                                                                 3,118                                           2,277                                 8,755                                   4,372



     Other expense, net                                                                      744                                             130                                   965                                     260



     Loss on debt extinguishment                                                               -                                        (1,634)



     Provision for income taxes                                                              735                                             406                                 2,118                                   1,553



     Stock-based compensation expense                                                      3,781                                           1,884                                10,380                                   7,804



     Acquisition-related expense                                                           2,497                                           4,399                                 8,739                                  10,368



     Purchase accounting deferred revenue discount                                         1,052                                           1,294                                 3,470                                   3,032



     Adjusted EBITDA                                                                                $
              13,064                                        $
         8,316                                    $
           36,390     $
            20,570







                                                                                              
              Upland Software, Inc.


                                                                             
       Reconciliation of Non-GAAP Net Income (Loss) and Non-GAAP Diluted EPS


                                                                               
          (in thousands, unaudited, except share and per share data)




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


                                                                                             2018                               2017                   2018                         2017

                                                                                                                                                                                  ---


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



     Net loss                                                                                      $
              (4,250)                                     $
         (3,506)                                  $
          (12,641)    $
          (14,931)



     Add:



     Stock-based compensation expense                                                      3,781                                           1,884                                10,380                                   7,804



     Amortization of purchased intangibles                                                 4,844                                           2,493                                12,945                                   6,285



     Amortization of debt discount                                                           212                                             296                                   616                                     416



     Acquisition-related expense                                                           2,497                                           4,399                                 8,739                                  10,368



     Loss on debt extinguishment                                                               -                                        (1,634)



     Purchase accounting deferred revenue discount                                         1,052                                           1,294                                 3,470                                   3,032



     Tax effect of adjustments above                                                        (59)                                           (84)                                (135)                                  (242)



     Non-GAAP net income                                                                             $
              8,077                                        $
         5,142                                    $
           23,374     $
            12,732






     Weighted average ordinary shares outstanding, basic                              20,089,919                                      19,380,519                            19,916,907                              18,043,365



     Weighted average ordinary shares outstanding, diluted                            21,152,333                                      20,633,820                            20,937,223                              19,169,180



     Non-GAAP earnings per share, basic                                                               $
              0.40                                         $
         0.27                                      $
           1.17       $
            0.71



     Non-GAAP earnings per share, diluted                                                             $
              0.38                                         $
         0.25                                      $
           1.12       $
            0.66


                                                                           
              Upland Software, Inc.


                                                                    
              Supplemental Financial Information


                                                                         
              (in thousands, unaudited)




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


                                             2018                    2017                     2018                      2017

                                                                                                                      ---

                   Stock-based compensation:


      Cost of revenue                               $
        195                                         $
              147                                  $
        464    $
       277


      Research and development                383                                219                                    871                                   560


      Sales and marketing                     169                                 73                                    368                                   149


      General and
       administrative                       3,034                              1,445                                  8,677                                 6,818




     Total                                       $
        3,781                                       $
              1,884                               $
        10,380  $
       7,804









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


                                             2018                    2017                     2018                      2017

                                                                                                                      ---


     Depreciation:


      Cost of revenue                               $
        406                                         $
              443                                $
        1,269  $
       1,461


      Operating expense                       137                                130                                    390                                   366



     Total                                         $
        543                                         $
              573                                $
        1,659  $
       1,827






     Amortization:


      Cost of revenue                             $
        1,375                                         $
              975                                $
        3,746  $
       2,540


      Operating expense                     3,469                              1,518                                  9,199                                 3,745



     Total                                       $
        4,844                                       $
              2,493                               $
        12,945  $
       6,285

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SOURCE Upland Software, Inc.