Upland Software Reports Fourth Quarter and Full Year 2019 Financial Results

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 2019 and reaffirmed guidance for its first quarter and full year of 2020.

Fourth Quarter 2019 Financial Highlights

• Total revenue was $66.1 million, an increase of 46% from $45.2 million in the fourth quarter of 2018.
• Subscription and support revenue was $59.1 million, an increase of 41% from $41.8 million in the fourth quarter of 2018.
• GAAP net loss was $19.9 million, or a loss of $0.80 cents per share, compared to a GAAP net income of $1.8 million, or a gain of $0.09 cents per share, in the fourth quarter of 2018, driven by a one-time non-cash tax benefit.
• Adjusted EBITDA was $25.0 million, or 38% of total revenue, an increase of 49% from $16.7 million, or 37% of total revenue, in the fourth quarter of 2018.
• Cash on hand as of the end of the fourth quarter was $175.0 million.
• Our credit facility was expanded to $600 million to provide additional capital for growth.

Full Year 2019 Financial Highlights

• Total revenue was $222.6 million, an increase of 49% from $149.9 million in 2018.
• Subscription and support revenue was $203.9 million, an increase of 49% from $136.6 million in 2018.
• GAAP net loss was $45.4 million, or a loss of $1.96 per share, compared to a GAAP net loss of $10.8 million, or a loss of $0.54 cents per share, in 2018.
• Adjusted EBITDA was $82.5 million, or 37% of total revenue, an increase of 55% from $53.1 million, or 35% of total revenue, in 2018.

“Q4 was an impressive finish to a transformational year marked by strong revenue growth, expanding margins, market leading product innovation, and record acquisition activity,” said Jack McDonald, chairman and CEO of Upland Software. “As our strong guidance indicates, we are positioned for a great 2020 with four compelling enterprise clouds, proven new go-to-market leadership, and a robust acquisition pipeline," he added.

Fourth Quarter Business Highlights

• Posted a strong 97% net dollar retention rate, further evidence that our UplandOne platform continues to drive customer loyalty.
• Expanded 255 existing customer relationships, including 51 major expansions, and added 145 new customer relationships, including 44 major accounts. For the full year 2019, expanded 927 existing customer relationships, including 147 major expansions and added 475 new customer relationships, including 132 major accounts.
• Continued to invest in customer-driven innovation across our four cloud offerings. We added call center and ServiceNow integrations to our Customer Experience Management (CXM) Cloud. We added customer revenue optimization to our Enterprise Sales and Marketing (ESM) Cloud through the acquisition of Altify. Our Project and IT Management (PITM) Cloud added integration to Google cloud usage data to better track cloud vs. on-premise cost structures. We added intelligent capture to our Document Workflow (DW) Cloud to provide an onramp to the cloud for organizations that require flexible deployment solutions.
• Closed two strategic and accretive acquisitions that together added $33 million in total revenue and $15 million in Adjusted EBITDA. After the close of the quarter, closed the acquisition of Localytics, expanding mobile application personalization and analytics solutions within our CXM Cloud.
• Continued to scale our go-to-market capabilities by expanding sales team capacity, and, after the end of the quarter, announcing the appointment of software industry veteran Rod Favaron as President and Chief Commercial Officer, along with a proven team of new executives to lead marketing, customer success, and global account sales.

Business Outlook

For the quarter ending March 31, 2020, Upland expects reported total revenue to be between $62.8 and $65.8 million, including subscription and support revenue between $58.8 and $61.2 million, for growth in recurring revenue of 33% at the mid-point over the quarter-ended March 31, 2019. First quarter 2020 Adjusted EBITDA is expected to be between $23.1 and $24.5 million, for an Adjusted EBITDA margin of 37% at the mid-point, representing growth of 34% at the mid-point over the quarter-ended March 31, 2019.

For the full year ending December 31, 2020, Upland expects reported total revenue to be between $269.5 and $281.5 million, including subscription and support revenue between $252.6 and $262.2 million, for growth in recurring revenue of 26% at the mid-point over the year ended December 31, 2019. Full year 2020 Adjusted EBITDA is expected to be between $99.2 and $104.8 million, for an Adjusted EBITDA margin of 37% at the mid-point, representing growth of 24% at the mid-point over the year ended December 31, 2019.

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 6696654. 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 leader in enterprise work management software. Upland provides four enterprise clouds that enable more than one million worldwide users across 9,000 organizations to orchestrate digital customer experiences, optimize sales team performance, manage projects and IT costs, and automate critical document workflows. All of Upland’s clouds are backed by a 100% customer success commitment and the UplandOne platform, which puts customers at the center of everything we do. 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, non-recurring litigation expenses, purchase accounting adjustments for deferred revenue, non-recurring provision for income tax, and the related tax effect of the adjustments above.

Upland defines annual net dollar retention rate (NDRR) 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 defines major expansions as existing customers who expanded the amount of annual recurring revenue under their contract by at least $25,000.

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.

Upland Software, Inc. Condensed Consolidated Statements of Operations (in thousands, except per share data)
		Three Months Ended December 31,								Twelve Months Ended December 31,
			2019				2018				2019				2018
		(unaudited)								(unaudited)
Revenue:
Subscription and support		$	59,109			$	41,776			$	203,866			$	136,578
Perpetual license			3,531				678				5,738				3,902
Total product revenue			62,640				42,454				209,604				140,480
Professional services			3,426				2,726				13,033				9,405
Total revenue			66,066				45,180				222,637				149,885
Cost of revenue:
Subscription and support			18,891				13,486				61,465				42,881
Professional services			2,182				1,526				7,652				5,708
Total cost of revenue			21,073				15,012				69,117				48,589
Gross profit			44,993				30,168				153,520				101,296
Operating expenses:
Sales and marketing			11,490				5,980				35,170				20,935
Research and development			8,548				5,743				29,388				21,320
Refundable Canadian tax credits			(47	)			(2	)			(351	)			(406	)
General and administrative			13,845				8,566				48,077				32,041
Depreciation and amortization			8,455				4,683				25,885				14,272
Acquisition-related expenses			15,213				9,989				39,657				18,728
Total operating expenses			57,504				34,959				177,826				106,890
Loss from operations			(12,511	)			(4,791	)			(24,306	)			(5,594	)
Other expense:
Interest expense, net			(6,434	)			(4,518	)			(22,313	)			(13,273	)
Loss on debt extinguishment		—				—					(2,317	)		—
Other expense, net			(1,559	)			(816	)			(3,240	)			(1,781	)
Total other expense			(7,993	)			(5,334	)			(27,870	)			(15,054	)
Loss before provision for income taxes			(20,504	)			(10,125	)			(52,176	)			(20,648	)
Benefit from (provision for) income taxes			639				11,927				6,805				9,809
Net loss		$	(19,865	)		$	1,802			$	(45,371	)		$	(10,839	)
Net income (loss) per common share:
Basic		$	(0.80	)		$	0.09			$	(1.96	)		$	(0.54	)
Weighted average common shares outstanding:
Basic			24,726,132				20,191,390				23,099,549				19,985,528

Upland Software, Inc. Condensed Consolidated Balance Sheets (in thousands)
		December 31,				December 31,
			2019				2018
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	175,024			$	16,738
Accounts receivable, net of allowance			50,938				40,841
Deferred commissions, current			3,059				2,633
Unbilled receivables			5,111				3,694
Prepaid and other			5,121				3,382
Total current assets			239,253				67,288
Canadian tax credits receivable			5,052				1,573
Property and equipment, net			3,917				2,827
Operating lease right-of-use asset			8,056			—
Intangible assets, net			282,727				179,572
Goodwill			346,134				225,322
Deferred commissions, noncurrent			8,763				6,292
Other assets			4,165				324
Total assets		$	898,067			$	483,198
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	5,904			$	3,494
Accrued compensation			11,559				6,581
Accrued expenses and other current liabilities			15,717				16,666
Deferred revenue			76,558				57,626
Due to sellers			14,276				17,267
Operating lease liabilities, current			2,533			—
Current maturities of notes payable			3,193				6,015
Total current liabilities			129,740				107,649
Notes payable, less current maturities			521,881				273,713
Deferred revenue, noncurrent			496				578
Operating lease liabilities, noncurrent			5,862			—
Noncurrent deferred tax liability, net			26,551				13,311
Other long-term liabilities			676				640
Total liabilities			685,206				395,891
Stockholders’ equity:
Common stock			3				2
Additional paid-in capital			345,127				180,481
Accumulated other comprehensive loss			(1,223	)			(7,501	)
Accumulated deficit			(131,046	)			(85,675	)
Total stockholders’ equity			212,861				87,307
Total liabilities and stockholders’ equity		$	898,067			$	483,198

Upland Software, Inc. Condensed Consolidated Statements of Cash Flows (in thousands)
		Twelve Months Ended December 31,
			2019				2018
		(unaudited)
Operating activities
Net loss		$	(45,371	)		$	(10,839	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			34,621				21,347
Deferred income taxes			(9,432	)			268
Amortization of deferred costs			3,476				2,367
Foreign currency re-measurement loss			58				305
Non-cash interest and other expense			1,398				874
Non-cash stock compensation expense			25,754				14,130
Non-cash loss on divestiture of assets			1,988				—
Non-cash loss on debt extinguishment			2,317				—
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable			3,160				(5,212	)
Prepaids and other			(5,532	)			(2,798	)
Accounts payable			(73	)			(3,399	)
Accrued expenses and other liabilities			(4,153	)			(17,615	)
Deferred revenue			3,865				7,919
Net cash provided by operating activities			12,076				7,347
Investing activities
Purchase of property and equipment			(1,040	)			(935	)
Purchase of customer relationships			(696	)			—
Purchase business combinations, net of cash acquired			(216,025	)			(160,751	)
Net cash used in investing activities			(217,761	)			(161,686	)
Financing activities
Payments on finance leases			(529	)			(1,136	)
Proceeds from notes payable, net of issuance costs			625,666				172,397
Payments on notes payable			(383,568	)			(4,689	)
Taxes paid related to net share settlement of equity awards			(12,659	)			(9,400	)
Issuance of common stock, net of issuance costs			151,551				807
Additional consideration paid to sellers of businesses			(16,693	)			(8,056	)
Net cash provided by financing activities			363,768				149,923
Effect of exchange rate fluctuations on cash			203				(1,172	)
Change in cash and cash equivalents			158,286				(5,588	)
Cash and cash equivalents, beginning of period			16,738				22,326
Cash and cash equivalents, end of period		$	175,024			$	16,738
Supplemental disclosures of cash flow information:
Cash paid for interest, net of interest rate swaps		$	23,862			$	12,429
Cash paid for taxes		$	3,557			$	3,348
Sales commissions paid, net of amortization of deferred commissions		$	5,119			$	2,408
Noncash investing and financing activities:
Business combination consideration including holdbacks and earnouts		$	16,108			$	17,713
Equipment acquired pursuant to financing lease obligations		$	44			$	—

Upland Software, Inc. Reconciliation of Adjusted EBITDA (in thousands, unaudited)
		Three Months Ended December 31,								Twelve Months Ended December 31,
			2019				2018				2019				2018
Reconciliation of net income (loss) to Adjusted EBITDA:
Net loss		$	(19,865	)		$	1,802			$	(45,371	)		$	(10,839	)
Add:
Depreciation and amortization expense			10,899				6,743				34,621				21,347
Interest expense, net			6,434				4,518				22,313				13,273
Other expense (income), net			1,559				816				3,240				1,781
Loss on debt extinguishment			—				—				2,317				—
Provision for income taxes			(639	)			(11,927	)			(6,805	)			(9,809	)
Stock-based compensation expense			7,038				3,750				25,754				14,130
Acquisition-related expense			15,213				9,989				39,657				18,728
Purchase accounting deferred revenue discount			4,336				1,024				6,794				4,494
Adjusted EBITDA		$	24,975			$	16,715			$	82,520			$	53,105

Upland Software, Inc. Reconciliation of Non-GAAP Net Income and Non-GAAP EPS (in thousands, except share and per share data, unaudited)
		Three Months Ended December 31,								Twelve Months Ended December 31,
			2019				2018				2019				2018
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
Reconciliation of net income (loss) to non-GAAP net income:
Net income (loss)		$	(19,865	)		$	1,802			$	(45,371	)		$	(10,839	)
Add:
Net income (loss) from discontinued operations			—				—				—				—
Stock-based compensation expense			7,038				3,750				25,754				14,130
Amortization of purchased intangibles			10,342				6,151				32,395				19,096
Amortization of debt discount			421				258				1,400				874
Non-cash loss on divestiture of assets			1,988				—				1,988				—
Acquisition-related expense			15,213				9,989				39,657				18,728
Loss on debt extinguishment			—				—				2,317				—
Purchase accounting deferred revenue discount			4,336				1,024				6,794				4,494
Provision for Income Tax - nonrecurring			—				(10,100	)			—				(10,100	)
Tax effect of adjustments above			(2,409	)			(545	)			(6,213	)			(723	)
Non-GAAP net income		$	17,064			$	12,329			$	58,721			$	35,660
Weighted average ordinary shares outstanding, basic			24,726,132				20,191,390				23,099,549				19,985,528
Weighted average ordinary shares outstanding, diluted			25,465,083				21,099,723				23,906,301				20,975,713
Non-GAAP earnings per share, basic		$	0.69			$	0.61			$	2.54			$	1.78
Non-GAAP earnings per share, diluted		$	0.67			$	0.58			$	2.46			$	1.70

Upland Software, Inc. Supplemental Financial Information (in thousands, unaudited)
		Three Months Ended December 31,						Twelve Months Ended December 31,
		2019			2018			2019			2018
Stock-based compensation:
Cost of revenue		$	237		$	190		$	1,000		$	654
Research and development			673			380			2,310			1,250
Sales and marketing			531			165			1,543			533
General and administrative			5,597			3,015			20,901			11,693
Total		$	7,038		$	3,750		$	25,754		$	14,130
		Three Months Ended December 31,						Twelve Months Ended December 31,
		2019			2018			2019			2018
Depreciation:
Cost of revenue		$	118		$	376		$	834		$	1,644
Operating expense			439			216			1,392			607
Total		$	557		$	592		$	2,226		$	2,251
Amortization:
Cost of revenue		$	2,325		$	1,684		$	7,903		$	5,431
Operating expense			8,017			4,467			24,492			13,665
Total		$	10,342		$	6,151		$	32,395		$	19,096

 

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