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Upland Software Reports Third Quarter 2021 Financial Results

November 3, 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 third quarter of 2021 and revised guidance for its fourth quarter and full year of 2021.

Third Quarter 2021 Financial Highlights

“In Q3 we posted strong Adjusted EBITDA and remained on track to achieve our free cash flow generation targets for the year,” said Jack McDonald, Upland’s chairman and chief executive officer. “We did not see in Q3 the uptick in new logo bookings and renewals we had expected,” he added. “We remain determined to improve our sales performance and note that our focus throughout this year on securing multi-year customer renewals and expansions means a higher percentage of our revenue is now contracted through 2022, which supports improved net dollar retention rates next year,” he added. “Finally, we remain active in the market for additional acquisition opportunities.”

Third Quarter Business Highlights

Business Outlook

For the quarter ending December 31, 2021, Upland expects reported total revenue to be between $73.2 and $77.2 million, including subscription and support revenue between $70.2 and $73.8 million, for decline in recurring revenue of 4% at the mid-point over the quarter-ended December 31, 2020. Fourth quarter 2021 Adjusted EBITDA is expected to be between $23.4 and $25.4 million, for an Adjusted EBITDA margin of 32% at the mid-point. This Adjusted EBITDA guide at the mid-point is a decline of 8% from the quarter-ended December 31, 2020. By way of comparison, Q4 2020 had $6.6 million of political messaging revenue, which will not repeat in Q4 of 2021.

For the full year ending December 31, 2021, Upland expects reported total revenue to be between $299.5 and $303.5 million, including subscription and support revenue between $285.5 and $289.1 million, for growth in recurring revenue of 4% at the mid-point over the year ended December 31, 2020. Full year 2021 Adjusted EBITDA is expected to be between $95.0 and $97.0 million, for an Adjusted EBITDA margin of 32% at the mid-point. This Adjusted EBITDA guide at the midpoint is a reduction of 4% over the year ended December 31, 2020. By way of comparison, 2020 had $18.2 million of political messaging revenue, which will not repeat in 2021.

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 1-844-200-6205 in the United States or +1-929-526-1599 if outside the United States. Attendees will need to use access code 303259 to join the call. 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 helps global businesses accelerate digital transformation with a powerful cloud software library that provides choice, flexibility, and value. Our growing library of products delivers the "last mile" plug-in processes, reporting, and job specific workflows that major cloud platforms and homegrown systems don’t provide. We focus on specific business challenges and support every corner of the organization, operating at scale and delivering quick time to value for our 1,700+ enterprise customers. 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 September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Revenue:

Subscription and support

$

72,264

$

70,992

$

215,322

$

202,582

Perpetual license

684

411

1,451

1,263

Total product revenue

72,948

71,403

216,773

203,845

Professional services

3,105

2,781

9,513

9,686

Total revenue

76,053

74,184

226,286

213,531

Cost of revenue:

Subscription and support

22,968

23,562

68,811

64,701

Professional services and other

1,848

2,021

5,444

6,755

Total cost of revenue

24,816

25,583

74,255

71,456

Gross profit

51,237

48,601

152,031

142,075

Operating expenses:

Sales and marketing

14,364

11,760

41,094

34,511

Research and development

10,441

9,967

32,494

29,379

General and administrative

17,725

16,864

61,286

51,195

Depreciation and amortization

10,764

9,117

30,785

27,425

Acquisition-related expenses

3,685

3,574

18,805

24,513

Total operating expenses

56,979

51,282

184,464

167,023

Income (loss) from operations

(5,742

)

(2,681

)

(32,433

)

(24,948

)

Other expense:

Interest expense, net

(7,971

)

(8,078

)

(23,700

)

(23,594

)

Other income (expense), net

(650

)

598

(812

)

(819

)

Total other expense

(8,621

)

(7,480

)

(24,512

)

(24,413

)

Loss before benefit from (provision for) income taxes

(14,363

)

(10,161

)

(56,945

)

(49,361

)

Benefit from (provision for) income taxes

3,348

(1,149

)

6,204

3,811

Net loss

$

(11,015

)

$

(11,310

)

$

(50,741

)

$

(45,550

)

Net loss per common share, basic and diluted

$

(0.36

)

$

(0.42

)

$

(1.68

)

$

(1.77

)

Weighted-average common shares outstanding, basic and diluted

30,428,675

27,220,134

30,167,171

25,725,495

Upland Software, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

September 30,

December 31,

2021

2020

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$

179,584

$

250,029

Accounts receivable, net of allowance

37,076

44,472

Deferred commissions, current

8,721

5,784

Unbilled receivables

5,847

4,561

Prepaid and other

8,560

12,694

Total current assets

239,788

317,540

Tax credits receivable

3,054

2,427

Property and equipment, net

3,035

2,778

Operating lease right-of-use asset

6,990

10,124

Intangible assets, net

292,807

279,975

Goodwill

460,178

383,598

Deferred commissions, noncurrent

14,168

12,962

Other assets

1,691

1,816

Total assets

$

1,021,711

$

1,011,220

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

16,181

$

5,395

Accrued compensation

11,259

8,138

Accrued expenses and other current liabilities

9,960

13,438

Deferred revenue

90,368

87,552

Liabilities due to sellers of businesses

10,531

416

Operating lease liabilities, current

3,555

3,315

Current maturities of notes payable

3,158

3,166

Total current liabilities

145,012

121,420

Notes payable, less current maturities

515,958

518,437

Deferred revenue, noncurrent

2,075

1,587

Operating lease liabilities, noncurrent

7,650

8,387

Noncurrent deferred tax liability, net

27,484

24,092

Interest rate swap liabilities

15,642

30,032

Other long-term liabilities

844

650

Total liabilities

714,665

704,605

Stockholders’ equity:

Common stock

3

3

Additional paid-in capital

558,495

515,219

Accumulated other comprehensive loss

(18,338

)

(26,234

)

Accumulated deficit

(233,114

)

(182,373

)

Total stockholders’ equity

307,046

306,615

Total liabilities and stockholders’ equity

$

1,021,711

$

1,011,220

Upland Software, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Operating activities

Net loss

$

(11,015

)

$

(11,310

)

$

(50,741

)

$

(45,550

)

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

Depreciation and amortization

13,751

11,696

39,420

35,091

Change in fair value of liabilities due to sellers of businesses

(774

)

155

(3,503

)

155

Deferred income taxes

(4,337

)

1,639

(7,726

)

(3,346

)

Amortization of deferred costs

2,435

1,252

6,283

3,172

Foreign currency re-measurement loss

8

(186

)

18

311

Non-cash interest and other expense

567

561

1,682

1,669

Non-cash stock compensation expense

12,047

10,963

43,421

31,263

Non-cash loss on retirement of fixed assets

2

473

2

473

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

Accounts receivable

1,574

7,952

11,748

13,140

Prepaids and other

(41

)

(3,350

)

(3,672

)

(10,093

)

Accounts payable

732

4,476

6,647

(1,782

)

Accrued expenses and other liabilities

(5,687

)

(1,843

)

(8,111

)

(8,944

)

Deferred revenue

(3,924

)

(3,822

)

(6,822

)

(1,407

)

Net cash provided by operating activities

5,338

18,656

28,646

14,152

Investing activities

Purchase of property and equipment

(458

)

(137

)

(965

)

(833

)

Purchase of customer relationships

(201

)

Purchase business combinations, net of cash acquired

(92,417

)

(67,651

)

Net cash used in investing activities

(458

)

(137

)

(93,382

)

(68,685

)

Financing activities

Payments on finance leases

(8

)

(3

)

(12

)

(86

)

Proceeds from notes payable, net of issuance costs

(7

)

(27

)

(120

)

(169

)

Payments on notes payable

(1,350

)

(1,350

)

(4,050

)

(4,050

)

Taxes paid related to net share settlement of equity awards

(373

)

(373

)

(2,140

)

Issuance of common stock, net of issuance costs

50

130,133

228

130,174

Additional consideration paid to sellers of businesses

(27

)

(2,072

)

(769

)

(11,652

)

Net cash provided by (used in) financing activities

(1,715

)

126,681

(5,096

)

112,077

Effect of exchange rate fluctuations on cash

(120

)

(138

)

(613

)

404

Change in cash and cash equivalents

3,045

145,062

(70,445

)

57,948

Cash and cash equivalents, beginning of period

176,539

87,910

250,029

175,024

Cash and cash equivalents, end of period

$

179,584

$

232,972

$

179,584

$

232,972

Upland Software, Inc.

Reconciliation of Adjusted EBITDA

(in thousands, unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Reconciliation of net loss to Adjusted EBITDA:

Net loss

$

(11,015

)

$

(11,310

)

$

(50,741

)

$

(45,550

)

Add:

Depreciation and amortization expense

13,751

11,696

39,420

35,091

Interest expense, net

7,971

8,078

23,700

23,594

Other expense (income), net

650

(598

)

812

819

Benefit from income taxes

(3,348

)

1,149

(6,204

)

(3,811

)

Stock-based compensation expense

12,047

10,963

43,421

31,263

Acquisition-related expense

3,685

3,574

18,805

24,513

Purchase accounting deferred revenue discount

1,275

1,408

2,375

7,381

Adjusted EBITDA

$

25,016

$

24,960

$

71,588

$

73,300

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 September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Reconciliation of net loss to non-GAAP net income:

Net loss

$

(11,015

)

$

(11,310

)

$

(50,741

)

$

(45,550

)

Add:

Stock-based compensation expense

12,047

10,963

43,421

31,263

Amortization of purchased intangibles

13,201

11,222

37,946

33,587

Amortization of debt discount

567

561

1,682

1,669

Acquisition-related expense

3,685

3,574

18,805

24,513

Purchase accounting deferred revenue discount

1,275

1,408

2,375

7,381

Tax effect of adjustments above

(1,973

)

(1,275

)

(4,648

)

(4,660

)

Non-GAAP net income

$

17,787

$

15,143

$

48,840

$

48,203

Weighted average ordinary shares outstanding, basic

30,428,675

27,220,134

30,167,171

25,725,495

Weighted average ordinary shares outstanding, diluted

30,951,123

27,751,221

30,817,435

26,149,617

Non-GAAP earnings per share, basic

$

0.58

$

0.56

$

1.62

$

1.87

Non-GAAP earnings per share, diluted

$

0.57

$

0.55

$

1.58

$

1.84

Upland Software, Inc.

Reconciliation of Operating Cash Flow to Free Cash Flow

(in thousands, unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Reconciliation of Operating Cash Flow to Free Cash Flow:

Net cash provided by operating activities

$

5,338

$

18,656

$

28,646

$

14,152

Less: Purchase of Property and Equipment

(458

)

(137

)

(965

)

(833

)

Free Cash Flow

$

4,880

$

18,519

$

27,681

$

13,319

Upland Software, Inc.

Supplemental Financial Information

(in thousands, unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Stock-based compensation:

Cost of revenue

$

539

$

624

$

1,544

$

1,512

Research and development

671

1,005

2,327

2,639

Sales and marketing

1,636

968

4,392

2,415

General and administrative

9,201

8,366

35,158

24,697

Total

$

12,047

$

10,963

$

43,421

$

31,263

Three Months Ended September 30,

Nine Months Ended September 30,

2021

2020

2021

2020

Depreciation:

Cost of revenue

$

5

$

37

$

27

$

153

Operating expense

545

437

1,447

1,351

Total

$

550

$

474

$

1,474

$

1,504

Amortization:

Cost of revenue

$

2,982

$

2,542

$

8,608

$

7,513

Operating expense

10,219

8,680

29,338

26,074

Total

$

13,201

$

11,222

$

37,946

$

33,587

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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