Upland Software (UPLD) Acquires Panviva, Raises Guidance

Upland Software, Inc. (Nasdaq: UPLD) announced that it has acquired Panviva Pty Ltd, a cloud-based enterprise knowledge management solution. With the addition of Panviva, Upland has expanded its presence within the knowledge management market, giving customers a new way to drive contact center productivity in regulated industries, such as utilities, healthcare, and financial services.

“At Upland, we recognize that there is no such thing as a ‘one size fits all’ approach to knowledge management as every organization is trying to tackle their own unique set of challenges and requirements,” said Jack McDonald, chairman and CEO of Upland. “There is robust growth in this market and Panviva is a strong strategic fit with Upland’s existing product library, enabling us to offer our customers knowledge-guided solutions that address their specific needs.”

Panviva provides businesses the ability to orchestrate knowledge into a single source of truth and to audit what is consumed and where. This is becoming increasingly important as additional global regulations are imposed in the service industry space per Gartner’s 2020 Market Guide for Digital Customer Service and Support Technologies.

With Panviva, businesses can quickly deliver key tasks and information required by any role and provide workflow-based guidance that can reduce onboarding time and reduce error rates in key processes.

“We founded Panviva with a mission to unlock productivity and improve compliance for our customers through knowledge-guided solutions they actually need,” said Ted Gannan, CEO of Panviva. “As we join the Upland product library, our mission will be amplified through their multi-solution knowledge management vision, driving quick time to value and meeting the customer where they are today, to help them get to where they need to be tomorrow.”

Research and Market predicts the global knowledge management industry will grow at a CAGR of 16.8% through 2027.

The purchase price paid for Panviva was $19.8 million in cash at closing (net of cash acquired), paid out of cash on hand, and a $3.5 million cash holdback payable in twelve months (subject to indemnification claims). Upland expects the acquisition to generate annual revenue of approximately $7.5 million, all of which is recurring, and will be subject to reductions for deferred revenue discount as a result of GAAP purchase accounting, estimated at $2.0 million for the remainder of 2021. The price paid for the acquisition is within Upland’s target range of 5-8x pro forma Adjusted EBITDA and it is expected that Panviva will generate at least $3.4 million in Adjusted EBITDA annually once fully integrated.

Business Outlook

Upland today also announced that it has raised its full year 2021 guidance to reflect the Panviva acquisition, raising revenue, recurring revenue, and Adjusted EBITDA guidance ranges. The increase in 2021 revenue guidance below is net of a reduction for a deferred revenue discount as a result of GAAP purchase accounting, and all guidance adjustments are prorated for an effective closing date of June 23, 2021.

For the full year ending December 31, 2021, Upland expects reported total revenue to be between $300.8 and $312.8 million, including subscription and support revenue between $287.1 and $297.1 million, for growth in recurring revenue of 5% at the mid-point over the year ended December 31, 2020. Full year 2021 Adjusted EBITDA is expected to be between $94.8 and $100.8 million, for an Adjusted EBITDA margin of 32% at the mid-point, representing reduction of 2% at the mid-point over the year ended December 31, 2020, reflecting our incremental investment in our go-to-market activities.

For the quarter ending June 30, 2021, guidance remains unchanged given the acquisition closing at the end of the quarter.

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