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Upland Software Reports Second Quarter 2019 Financial Results

August 7, 2019 4:01 PM

AUSTIN, Texas--(BUSINESS WIRE)--

Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based enterprise work management software, today announced financial and operating results for the second quarter of 2019 and provided guidance for its third quarter and full year of 2019.

Second Quarter 2019 Financial Highlights

“Q2 was a major milestone quarter: we beat the top of our guidance ranges on both revenue and Adjusted EBITDA, exceeded $200 million annualized revenue run rate for the first time, closed two accretive and strategic acquisitions, released a host of product enhancements, and saw strong sales bookings,” said Jack McDonald, chairman and CEO of Upland Software. “Moreover, we strengthened our acquisition war chest with a successful $159.4 million public equity offering and, just this week, closed a successful $410 million credit financing,” he added. “Our acquisition pipeline is robust, our war chest has been reloaded, our ability to successfully integrate acquired products has never been stronger, and, as our raised guidance reflects, we look forward to a strong second half of 2019.”

Second Quarter Business Highlights

Business Outlook

For the quarter ending September 30, 2019, Upland expects reported total revenue to be between $53.5 and $55.5 million, including subscription and support revenue between $49.8 and $51.4 million, for growth in recurring revenue of 49% at the mid-point over the quarter-ended September 30, 2018. Third quarter 2019 Adjusted EBITDA is expected to be between $19.8 and $20.8 million, for an Adjusted EBITDA margin of roughly 37% at the mid-point, representing growth of 55% at the mid-point over the quarter-ended September 30, 2018.

For the full year ending December 31, 2019, Upland expects reported total revenue to be between $209.9 and $213.9 million, including subscription and support revenue between $195.4 and $198.6 million, for growth in recurring revenue of 44% at the mid-point over the year ended December 31, 2018. Full year 2019 Adjusted EBITDA is expected to be between $77.2 and $79.2 million, for an Adjusted EBITDA margin of 37% at the mid-point, representing growth of 47% at the mid-point over the year ended December 31, 2018.

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 1378273. 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 cloud-based enterprise work management software. Upland provides seven enterprise cloud solution suites that enable more than one million users at over 9,000 accounts to win and engage customers, automate business operations, manage projects and IT costs, and share knowledge throughout the enterprise. All of Upland’s solutions are backed by a 100 percent 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.

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, unaudited, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

2019

2018

2019

2018

Revenue:

Subscription and support

$

48,715

$

33,154

$

93,698

$

60,883

Perpetual license

575

683

1,232

2,309

Total product revenue

49,290

33,837

94,930

63,192

Professional services

3,723

2,109

6,576

4,369

Total revenue

53,013

35,946

101,506

67,561

Cost of revenue:

Subscription and support

14,622

9,580

27,896

18,829

Professional services

1,961

1,269

3,475

2,665

Total cost of revenue

16,583

10,849

31,371

21,494

Gross profit

36,430

25,097

70,135

46,067

Operating expenses:

Sales and marketing

7,989

5,248

14,971

9,656

Research and development

7,008

5,286

13,406

10,177

Refundable Canadian tax credits

(85

)

(203

)

(171

)

(305

)

General and administrative

12,042

8,464

22,036

15,464

Depreciation and amortization

5,744

3,853

11,003

5,983

Acquisition-related expenses

9,264

3,140

16,987

6,242

Total operating expenses

41,962

25,788

78,232

47,217

Loss from operations

(5,532

)

(691

)

(8,097

)

(1,150

)

Other expense:

Interest expense, net

(5,246

)

(3,143

)

(10,362

)

(5,637

)

Other income (expense), net

(692

)

(524

)

(1,453

)

(221

)

Total other expense

(5,938

)

(3,667

)

(11,815

)

(5,858

)

Loss before provision for income taxes

(11,470

)

(4,358

)

(19,912

)

(7,008

)

Benefit from (provision for) income taxes

6,101

(872

)

6,713

(1,383

)

Net loss

$

(5,369

)

$

(5,230

)

$

(13,199

)

$

(8,391

)

Net income (loss) per common share:

Basic

$

(0.24

)

$

(0.26

)

$

(0.61

)

$

(0.42

)

Weighted average common shares outstanding:

Basic

22,619,805

19,901,599

21,531,216

19,830,401

Upland Software, Inc.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)

June 30,

December 31,

2019

2018

Assets

Current assets:

Cash and cash equivalents

$

108,361

$

16,738

Accounts receivable, net of allowance

36,758

40,841

Deferred commissions, current

3,280

2,633

Unbilled receivables

3,995

3,694

Prepaid and other

4,620

3,382

Total current assets

157,014

67,288

Canadian tax credits receivable

1,857

1,573

Property and equipment, net

3,568

2,827

Operating lease right-of-use asset

6,325

Intangible assets, net

207,232

179,572

Goodwill

273,363

225,322

Deferred commissions, noncurrent

7,957

6,292

Other assets

264

324

Total assets

$

657,580

$

483,198

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

3,555

$

3,494

Accrued compensation

5,840

6,581

Accrued expenses and other current liabilities

17,863

16,666

Deferred revenue

59,568

57,626

Due to sellers

18,032

17,267

Operating lease liabilities, current

2,614

Current maturities of notes payable

6,015

Total current liabilities

107,472

107,649

Notes payable, less current maturities

305,335

273,713

Deferred revenue, noncurrent

246

578

Operating lease liabilities, noncurrent

4,097

Noncurrent deferred tax liability, net

6,773

13,311

Other long-term liabilities

685

640

Total liabilities

424,608

395,891

Stockholders’ equity:

Common stock

3

2

Additional paid-in capital

338,732

180,481

Accumulated other comprehensive loss

(6,889

)

(7,501

)

Accumulated deficit

(98,874

)

(85,675

)

Total stockholders’ equity

232,972

87,307

Total liabilities and stockholders’ equity

$

657,580

$

483,198

Upland Software, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)

Six Months Ended June 30,

2019

2018

Operating activities

Net loss

$

(13,199

)

$

(8,391

)

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

Depreciation and amortization

15,152

9,217

Deferred income taxes

(12,024

)

275

Amortization of deferred commissions

1,735

1,115

Foreign currency re-measurement (gain) loss

(212

)

269

Non-cash interest and other expense

565

404

Non-cash stock compensation expense

11,529

6,599

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

Accounts receivable

8,410

2,963

Prepaids and other

2,415

(2,545

)

Accounts payable

(483

)

(476

)

Accrued expenses and other liabilities

(5,756

)

(3,898

)

Deferred revenue

(2,736

)

(1,792

)

Net cash provided by (used in) operating activities

5,396

3,740

Investing activities

Purchase of property and equipment

(364

)

(515

)

Purchase business combinations, net of cash acquired

(82,824

)

(45,362

)

Net cash used in investing activities

(83,188

)

(45,877

)

Financing activities

Payments on capital leases

(357

)

(505

)

Proceeds from notes payable, net of issuance costs

39,339

49,375

Payments on notes payable

(13,749

)

(1,876

)

Taxes paid related to net share settlement of equity awards

(4,811

)

(3,862

)

Issuance of common stock, net of issuance costs

151,535

382

Additional consideration paid to sellers of businesses

(3,340

)

(4,294

)

Net cash provided by (used in) financing activities

168,617

39,220

Effect of exchange rate fluctuations on cash

798

(372

)

Change in cash and cash equivalents

91,623

(3,289

)

Cash and cash equivalents, beginning of period

16,738

22,326

Cash and cash equivalents, end of period

$

108,361

$

19,037

Supplemental disclosures of cash flow information:

Cash paid for interest

$

10,298

$

5,260

Cash paid for taxes

$

1,691

$

1,856

Noncash investing and financing activities:

Business combination consideration including holdbacks and earnouts

$

5,175

$

6,781

Equipment acquired pursuant to capital lease obligations

$

44

$

Upland Software, Inc.
Reconciliation of Adjusted EBITDA
(in thousands, unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2019

2018

2019

2018

Reconciliation of net income (loss) to Adjusted EBITDA:

Net loss

$

(5,369

)

$

(5,230

)

$

(13,199

)

$

(8,391

)

Add:

Depreciation and amortization expense

7,765

5,045

15,152

9,217

Interest expense, net

5,246

3,143

10,362

5,637

Other expense (income), net

692

524

1,453

221

Provision for income taxes

(6,101

)

872

(6,713

)

1,383

Stock-based compensation expense

6,901

4,022

11,529

6,599

Acquisition-related expense

9,264

3,140

16,987

6,242

Purchase accounting deferred revenue discount

685

1,029

1,282

2,418

Adjusted EBITDA

$

19,083

$

12,545

$

36,853

$

23,326

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 June 30,

Six Months Ended June 30,

2019

2018

2019

2018

Reconciliation of net income (loss) to non-GAAP net income:

Net income (loss)

$

(5,369

)

$

(5,230

)

$

(13,199

)

$

(8,391

)

Add:

Stock-based compensation expense

6,901

4,022

11,529

6,599

Amortization of purchased intangibles

7,204

4,485

14,041

8,101

Amortization of debt discount

282

214

565

404

Acquisition-related expense

9,264

3,140

16,987

6,242

Purchase accounting deferred revenue discount

685

1,029

1,282

2,418

Provision for Income Tax - nonrecurring

Tax effect of adjustments above

(1,037

)

(185

)

(2,728

)

(263

)

Non-GAAP net income

$

17,930

$

7,475

$

28,477

$

15,110

Weighted average ordinary shares outstanding, basic

22,619,805

19,901,599

21,531,216

19,830,401

Weighted average ordinary shares outstanding, diluted

23,622,830

20,983,208

22,360,713

20,831,769

Non-GAAP earnings per share, basic

$

0.79

$

0.38

$

1.32

$

0.77

Non-GAAP earnings per share, diluted

$

0.76

$

0.36

$

1.27

$

0.73

Upland Software, Inc.
Supplemental Financial Information
(in thousands, unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

2019

2018

2019

2018

Stock-based compensation:

Cost of revenue

$

353

$

190

$

513

$

268

Research and development

632

375

953

488

Sales and marketing

365

154

504

199

General and administrative

5,551

3,303

9,559

5,644

Total

$

6,901

$

4,022

$

11,529

$

6,599

Three Months Ended June 30,

Six Months Ended June 30,

2019

2018

2019

2018

Depreciation:

Cost of revenue

$

238

$

427

$

519

$

863

Operating expense

323

133

592

253

Total

$

561

$

560

$

1,111

$

1,116

Amortization:

Cost of revenue

$

1,783

$

765

$

3,630

$

2,370

Operating expense

5,421

3,720

10,411

5,731

Total

$

7,204

$

4,485

$

14,041

$

8,101

Investor Relations Contact:

Mike Hill

Upland Software

512-960-1031

[email protected]

Media Contact:

Christina Turner

[email protected]

833-875-2631

Source: Upland Software, Inc.

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