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Upland Software Reports First Quarter 2021 Financial Results

May 5, 2021 4:01 PM

AUSTIN, Texas--(BUSINESS WIRE)-- Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based tools for digital transformation, today announced financial and operating results for the first quarter of 2021 and issued guidance for its second quarter and full year of 2021.

First Quarter 2021 Financial Highlights

"In Q1, we restarted our M&A engine, completing two strategic and accretive acquisitions,” said Jack McDonald, Upland’s chairman and chief executive officer. “In addition, we posted strong free cash flow, while continuing to invest in our go-to-market growth initiatives,” he added. “Our acquisition pipeline remains robust and we are active in the market for additional opportunities.”

First Quarter Business Highlights

Business Outlook

For the quarter ending June 30, 2021, Upland expects reported total revenue to be between $73.0 and $77.0 million, including subscription and support revenue between $70.2 and $73.2 million, for growth in recurring revenue of 6% at the mid-point over the quarter-ended June 30, 2020. Second quarter 2021 Adjusted EBITDA is expected to be between $22.0 and $24.0 million, for an Adjusted EBITDA margin of 31% at the mid-point, representing a reduction of 3% at the mid-point over the quarter-ended June 30, 2020, reflecting our incremental investment in our go-to-market activities.

For the full year ending December 31, 2021, Upland expects reported total revenue to be between $299.0 and $311.0 million, including subscription and support revenue between $285.3 and $295.3 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 $94.4 and $100.4 million, for an Adjusted EBITDA margin of 32% at the mid-point, representing reduction of 3% at the mid-point over the year ended December 31, 2020, reflecting our incremental investment in our go-to-market activities.

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 call can be accessed via a webcast on investor.uplandsoftware.com, or by dialing 1-866-270-1533 in the United States or +1-412-317-0797 if outside the United States, using the conference identification number: 10153909. This webcast will contain forward-looking statements and other material information regarding Upland’s financial and operating results.

Following the completion of the conference call, a recording of the webcast will be made available at investor.uplandsoftware.com for twelve months.

About Upland Software

Upland Software (Nasdaq: UPLD) is a leader in cloud-based tools for digital transformation. The Upland Cloud enables thousands of organizations to engage with customers on key digital channels, optimize sales team performance, manage projects and IT costs, and automate critical document workflows. The Upland Cloud is 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), non-GAAP net income (loss) per share and free cash flow.

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 free cash flow as GAAP operating cash flow less purchases of property and equipment.

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.

Upland defines cash gross margin as product revenue less subscription and support cost of sales, excluding depreciation & amortization.

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 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 March 31,

2021

2020

(unaudited)

(unaudited)

Revenue:

Subscription and support

$

70,653

$

63,891

Perpetual license

352

361

Total product revenue

71,005

64,252

Professional services

2,964

3,780

Total revenue

73,969

68,032

Cost of revenue:

Subscription and support

22,682

19,939

Professional services and other

1,745

2,262

Total cost of revenue

24,427

22,201

Gross profit

49,542

45,831

Operating expenses:

Sales and marketing

12,432

10,931

Research and development

10,940

9,118

General and administrative

24,369

16,676

Depreciation and amortization

9,743

9,271

Acquisition-related expenses

9,586

15,158

Total operating expenses

67,070

61,154

Income (loss) from operations

(17,528

)

(15,323

)

Other expense:

Interest expense, net

(7,787

)

(7,643

)

Other income (expense), net

237

(1,402

)

Total other expense

(7,550

)

(9,045

)

Loss before benefit from income taxes

(25,078

)

(24,368

)

Benefit from income taxes

4,394

4,287

Net loss

$

(20,684

)

$

(20,081

)

Net loss per common share, basic and diluted

$

(0.69

)

$

(0.81

)

Weighted-average common shares outstanding, basic and diluted

29,970,050

24,906,932

Upland Software, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

March 31,

December 31,

2021

2020

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$

186,672

$

250,029

Accounts receivable, net of allowance

43,547

44,472

Deferred commissions, current

6,976

5,784

Unbilled receivables

5,088

4,561

Prepaid and other

8,540

12,694

Total current assets

250,823

317,540

Tax credits receivable

2,607

2,427

Property and equipment, net

3,429

2,778

Operating lease right-of-use asset

8,720

10,124

Intangible assets, net

305,877

279,975

Goodwill

448,558

383,598

Deferred commissions, noncurrent

13,327

12,962

Other assets

1,776

1,816

Total assets

$

1,035,117

$

1,011,220

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

12,912

$

5,395

Accrued compensation

8,761

8,138

Accrued expenses and other current liabilities

13,076

13,438

Deferred revenue

94,693

87,552

Due to sellers

11,172

416

Operating lease liabilities, current

3,461

3,315

Current maturities of notes payable

3,170

3,166

Total current liabilities

147,245

121,420

Notes payable, less current maturities

517,636

518,437

Deferred revenue, noncurrent

1,339

1,587

Operating lease liabilities, noncurrent

8,859

8,387

Noncurrent deferred tax liability, net

26,607

24,092

Interest rate swap liabilities

14,581

30,032

Other long-term liabilities

1,190

650

Total liabilities

717,457

704,605

Stockholders’ equity:

Common stock

3

3

Additional paid-in capital

533,044

515,219

Accumulated other comprehensive loss

(12,330

)

(26,234

)

Accumulated deficit

(203,057

)

(182,373

)

Total stockholders’ equity

317,660

306,615

Total liabilities and stockholders’ equity

$

1,035,117

$

1,011,220

Upland Software, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended March 31,

2021

2020

(unaudited)

(unaudited)

Operating activities

Net loss

$

(20,684

)

$

(20,081

)

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

Depreciation and amortization

12,468

11,737

Deferred income taxes

(5,340

)

(4,348

)

Amortization of deferred costs

1,767

894

Foreign currency re-measurement loss

14

587

Non-cash interest and other expense

554

552

Non-cash stock compensation expense

17,824

9,320

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

Accounts receivable

3,575

(1,664

)

Prepaids and other

(1,015

)

(2,778

)

Accounts payable

4,540

(3,439

)

Accrued expenses and other liabilities

(1,776

)

(5,942

)

Deferred revenue

576

9,853

Net cash provided by (used in) operating activities

12,503

(5,309

)

Investing activities

Purchase of property and equipment

(282

)

(296

)

Purchase of customer relationships

(201

)

Purchase business combinations, net of cash acquired

(72,618

)

(67,651

)

Net cash used in investing activities

(72,900

)

(68,148

)

Financing activities

Payments on finance leases

(4

)

(55

)

Proceeds from notes payable, net of issuance costs

(72

)

Payments on notes payable

(1,350

)

(1,350

)

Taxes paid related to net share settlement of equity awards

(768

)

Issuance of common stock, net of issuance costs

1

41

Additional consideration paid to sellers of businesses

(742

)

(1,000

)

Net cash used in financing activities

(2,095

)

(3,204

)

Effect of exchange rate fluctuations on cash

(865

)

325

Change in cash and cash equivalents

(63,357

)

(76,336

)

Cash and cash equivalents, beginning of period

250,029

175,024

Cash and cash equivalents, end of period

$

186,672

$

98,688

Upland Software, Inc.

Reconciliation of Adjusted EBITDA

(in thousands, unaudited)

Three Months Ended March 31,

2021

2020

Reconciliation of net loss to Adjusted EBITDA:

Net loss

$

(20,684

)

$

(20,081

)

Add:

Depreciation and amortization expense

12,468

11,737

Interest expense, net

7,787

7,643

Other expense (income), net

(237

)

1,402

Benefit from income taxes

(4,394

)

(4,287

)

Stock-based compensation expense

17,824

9,320

Acquisition-related expense

9,586

15,158

Purchase accounting deferred revenue discount

494

3,701

Adjusted EBITDA

$

22,844

$

24,593

Upland Software, Inc.

Reconciliation of Non-GAAP Net Loss and Non-GAAP EPS

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

Three Months Ended March 31,

2021

2020

Reconciliation of net loss to non-GAAP net income:

Net loss

$

(20,684

)

$

(20,081

)

Add:

Stock-based compensation expense

17,824

9,320

Amortization of purchased intangibles

12,013

11,205

Amortization of debt discount

554

552

Acquisition-related expense

9,586

15,158

Purchase accounting deferred revenue discount

494

3,701

Tax effect of adjustments above

(1,314

)

(1,723

)

Non-GAAP net income

$

18,473

$

18,132

Weighted average ordinary shares outstanding, basic

29,970,050

24,906,932

Weighted average ordinary shares outstanding, diluted

30,589,272

25,352,702

Non-GAAP earnings per share, basic

$

0.62

$

0.73

Non-GAAP earnings per share, diluted

$

0.60

$

0.72

Upland Software, Inc.

Reconciliation of Operating Cash Flow to Free Cash Flow

(in thousands, unaudited)

Three Months Ended March 31,

2021

2020

Reconciliation of Operating Cash Flow to Free Cash Flow:

Net cash provided by (used in) operating activities

$

12,503

$

(5,309

)

Less: Purchase of Property and Equipment

(282

)

(296

)

Free Cash Flow

$

12,221

$

(5,605

)

Upland Software, Inc.

Supplemental Financial Information

(in thousands)

Three Months Ended March 31,

2021

2020

(unaudited)

(unaudited)

Stock-based compensation:

Cost of revenue

$

442

$

318

Research and development

714

615

Sales and marketing

1,137

549

General and administrative

15,531

7,838

Total

$

17,824

$

9,320

Three Months Ended March 31,

2021

2020

(unaudited)

(unaudited)

Depreciation:

Cost of revenue

$

11

$

71

Operating expense

444

461

Total

$

455

$

532

Amortization:

Cost of revenue

$

2,714

$

2,395

Operating expense

9,299

8,810

Total

$

12,013

$

11,205

Investor Relations Contact:

Mike Hill

[email protected]

512-960-1031

Media Contact:

Kendell Kelton

[email protected]

678-575-7428

Source: Upland Software, Inc.

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