Press release

Upland Software Reports Fourth Quarter 2022 Financial Results

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Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based tools for digital transformation, today announced financial and operating results for the fourth quarter 2022 and issued guidance for its first quarter and full year of 2023. The company also announced a comprehensive growth plan to drive long-term shareholder value.

Fourth Quarter 2022 Financial Highlights

  • Total revenue was $78.8 million, an increase of 4% from $75.7 million in the fourth quarter of 2021. Total revenue growth includes a negative impact of 3% from changes in foreign currency exchange rates (“FX”). Without FX, total revenue growth would have been 7%.
  • Subscription and support revenue was $74.1 million, an increase of 3% from $72.3 million in the fourth quarter of 2021. Subscription and support revenue growth includes a negative impact of 3% from FX. Without FX, subscription and support revenue growth would have been 5%.
  • GAAP net loss was $22.7 million compared to a GAAP net loss of $7.5 million in the fourth quarter of 2021. GAAP net loss attributable to common stockholders was $24.0 million compared to GAAP net loss attributable to common stockholders of $7.5 million in the fourth quarter of 2021. GAAP net loss per share attributable to common stockholders was $0.75 per share, compared to a GAAP net loss per share attributable to common stockholders of $0.24 per share in the fourth quarter of 2021. This year-over-year increase in quarterly GAAP net loss is primarily attributable to a $12.5 million non-cash Goodwill impairment charge.
  • Adjusted EBITDA was $24.3 million, or 31% of total revenue, compared to $25.1 million, or 33% of total revenue, in the fourth quarter of 2021.
  • GAAP operating cash flow was $5.8 million, compared to GAAP operating cash flow of $13.1 million in the fourth quarter of 2021. Free cash flow was $5.7 million, compared to free cash flow of $12.9 million in the fourth quarter of 2021.
  • Cash on hand as of the end of the fourth quarter of 2022 was $248.7 million.

“In Q4, we beat our revenue guidance midpoint, even after FX headwinds,” said Jack McDonald, Upland’s chairman and chief executive officer. “We are also announcing today our new growth plan. Developed over the past six months, our plan sharpens product focus and is centered around an efficient digital marketing and inside sales capability and an expanded cost-effective offshore development platform. We believe that the meaningful investments we are making now as part of this comprehensive plan will enable us to drive higher core organic growth and higher AEBITDA margins and enhance shareholder value over time. We will be discussing our growth plan in further detail on our Q4 earnings call.”

Fourth Quarter Business Highlights

  • Our Net Dollar Retention Rate as of December 31, 2022 was 95%.
  • We expanded relationships with 310 existing customers, 38 of which were major expansions. We also welcomed 204 new customers to Upland in the fourth quarter, including 21 new major customers.
  • RightAnswers announced the release of RightAnswers X, a browser extension that powers the connected knowledge experience, seamlessly unlocking the possibility to deliver knowledge to every corner of the enterprise through AI-powered centralized search.
  • Upland celebrated the first anniversary of our Center of Excellence located in India, which serves as our global R&D cornerstone. Over the course of 2022, Upland began to scale our full-time R&D employee presence in India furthering our ability to deliver specialized, customer-driven product solutions.
  • Subsequent to quarter end, Upland welcomed a new Chief Sales Officer, Oliver Yates. With over 20 years of SaaS sales experience, Oliver most recently transformed and led the Digital Sales team at Infor, a global leader in business cloud software products. Additionally, Upland welcomed Michael Frannea as our new head of marketing and demand generation. Michael joins from TIBCO where he led the company’s global demand generation and digital marketing efforts across a set of complex and diverse solutions and products. Finally, we promoted Karen Cummings to EVP and Senior GM based on her demonstrated exceptional leadership and product performance at Upland.

Business Outlook

The guidance below reflects the significant incremental sales, marketing and product investments that Upland is making as part of its comprehensive growth plan.

For the quarter ending March 31, 2023, Upland expects reported total revenue to be between $72.0 and $78.0 million, including subscription and support revenue between $67.5 and $72.5 million, for a decline in total revenue of 5% at the mid-point over the quarter-ended March 31, 2022. First quarter 2023 Adjusted EBITDA is expected to be between $15.5 and $18.5 million, for an Adjusted EBITDA margin of 23% at the mid-point. This Adjusted EBITDA guide at the mid-point is a decrease of 27% from the quarter-ended March 31, 2022.

For the full year ending December 31, 2023, Upland expects reported total revenue to be between $288.0 and $312.0 million, including subscription and support revenue between $269.0 and $289.0 million, for a decline in total revenue of 5% at the mid-point over the year ended December 31, 2022. Full year 2023 Adjusted EBITDA is expected to be between $63.0 and $75.0 million, for an Adjusted EBITDA margin of 23% at the mid-point. This Adjusted EBITDA guide at the midpoint is a decrease of 29% over the year ended December 31, 2022.

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 1-888-800-8770 in North America or +1-646-307-1953 if outside North America, international rates apply. Attendees will need to use access code 6485253 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 1,800+ 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. Additionally, we are unable to quantify the impact of foreign currency exchange fluctuations on components of our income statement beyond revenues because the information which is needed to do so 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, purchase accounting adjustments for deferred revenue and impairment of goodwill.

Upland measures our ability to grow and retain annualized recurring revenue (“ARR”) from existing clients using a metric we refer to as our annual net dollar retention rate. We define ARR as the value as of December 31 that equals the monthly value of our recurring revenue contracts measured as of December 31 multiplied by 12. This measure excludes the revenue value of uncontracted overage fees, on-demand service fees and Sunset Assets. We define annual net dollar retention rate as of December 31 as the aggregate ARR as of December 31 from those customers that were also customers as of December 31 of the prior fiscal year, divided by the aggregate ARR value from all customers as of December 31 of the prior fiscal year. This measure excludes the revenue value of uncontracted overage fees, on-demand service fees and our Sunset Assets.

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, impairment of goodwill 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 “anticipate,” “believe,” “may,” “will,” “continue,” “seek,” “estimate,” “intend,” “hope,” “predict,” “could,” “should,” “would,” “project,” “plan,” “expect” 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 or sustain profitability or predict future results; our plans regarding future acquisitions and our ability to consummate and integrate acquisitions; our ability to expand our go to market operations, including our marketing and sales organization, and successfully increase sales of our products; our ability to obtain financing in the future on acceptable terms or at all; our expectations with respect to revenue, cost of revenue and operating expenses in future periods; our expectations with regard to revenue from perpetual licenses and professional services; our ability to adapt to macroeconomic factors impacting the global economy, including foreign currency exchange risk, inflation and supply chain constraints; our ability to attract and retain customers; our ability to successfully enter new markets and manage our international expansion; our ability to comply with privacy laws and regulations; our ability to deliver high-quality customer service; our plans regarding, and our ability to effectively manage, our growth; maintaining our senior management team and key personnel; the performance of our resellers; our ability to adapt to changing market conditions and competition; our ability to adapt to technological change and continue to innovate; global economic and financial market conditions and uncertainties; the growth of demand for cloud-based, digital transformation applications; our ability to integrate our applications with other software applications; maintaining and expanding our relationships with third parties; costs associated with defending intellectual property infringement and other claims; our ability to maintain, protect and enhance our brand and intellectual property; our expectations with regard to trends, such as seasonality, which affect our business; impairments to goodwill and other intangible assets; our beliefs regarding how our applications benefit customers and what our competitive strengths are; the operation, reliability and security of our third-party data centers; the risk that we did not consider another contingency included in this list; our expectations as to the payment of dividends; 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 December 31,

 

Twelve Months Ended December 31,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

Revenue:

 

 

 

 

 

 

 

Subscription and support

$

74,148

 

 

$

72,299

 

 

$

297,887

 

 

$

287,621

 

Perpetual license

 

1,628

 

 

 

699

 

 

 

6,948

 

 

 

2,150

 

Total product revenue

 

75,776

 

 

 

72,998

 

 

 

304,835

 

 

 

289,771

 

Professional services

 

3,035

 

 

 

2,732

 

 

 

12,468

 

 

 

12,245

 

Total revenue

 

78,811

 

 

 

75,730

 

 

 

317,303

 

 

 

302,016

 

Cost of revenue:

 

 

 

 

 

 

 

Subscription and support

 

24,201

 

 

 

23,357

 

 

 

93,948

 

 

 

92,168

 

Professional services and other

 

2,506

 

 

 

1,841

 

 

 

9,793

 

 

 

7,285

 

Total cost of revenue

 

26,707

 

 

 

25,198

 

 

 

103,741

 

 

 

99,453

 

Gross profit

 

52,104

 

 

 

50,532

 

 

 

213,562

 

 

 

202,563

 

Operating expenses:

 

 

 

 

 

 

 

Sales and marketing

 

14,131

 

 

 

14,003

 

 

 

59,416

 

 

 

55,097

 

Research and development

 

10,799

 

 

 

10,199

 

 

 

46,187

 

 

 

42,693

 

General and administrative

 

14,352

 

 

 

15,615

 

 

 

70,462

 

 

 

76,901

 

Depreciation and amortization

 

11,699

 

 

 

10,530

 

 

 

43,669

 

 

 

41,315

 

Acquisition-related expenses

 

2,632

 

 

 

2,429

 

 

 

21,556

 

 

 

21,234

 

Impairment of goodwill

 

12,500

 

 

 

 

 

 

12,500

 

 

 

 

Total operating expenses

 

66,113

 

 

 

52,776

 

 

 

253,790

 

 

 

237,240

 

Loss from operations

 

(14,009

)

 

 

(2,244

)

 

 

(40,228

)

 

 

(34,677

)

Other expense:

 

 

 

 

 

 

 

Interest expense, net

 

(6,275

)

 

 

(7,926

)

 

 

(29,145

)

 

 

(31,626

)

Other income (expense), net

 

(2,479

)

 

 

559

 

 

 

(781

)

 

 

(253

)

Total other expense

 

(8,754

)

 

 

(7,367

)

 

 

(29,926

)

 

 

(31,879

)

Loss before benefit from income taxes

 

(22,763

)

 

 

(9,611

)

 

 

(70,154

)

 

 

(66,556

)

Benefit from income taxes

 

87

 

 

 

2,140

 

 

 

1,741

 

 

 

8,344

 

Net loss

$

(22,676

)

 

$

(7,471

)

 

$

(68,413

)

 

$

(58,212

)

Preferred stock dividends

 

(1,300

)

 

 

 

 

 

(1,846

)

 

 

 

Net loss attributable to common stockholders

$

(23,976

)

 

$

(7,471

)

 

$

(70,259

)

 

$

(58,212

)

Net income (loss) per common share:

 

 

 

 

 

 

 

Net loss per common share, basic and diluted

$

(0.75

)

 

$

(0.24

)

 

$

(2.23

)

 

$

(1.92

)

Weighted-average common shares outstanding, basic and diluted

 

31,906,980

 

 

 

30,677,368

 

 

 

31,528,881

 

 

 

30,295,769

 

Upland Software, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

 

December 31,

 

December 31,

 

 

2022

 

 

 

2021

 

 

(unaudited)

 

 

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

248,653

 

 

$

189,158

 

Accounts receivable, net of allowance

 

47,594

 

 

 

50,499

 

Deferred commissions, current

 

10,961

 

 

 

9,824

 

Unbilled receivables

 

5,313

 

 

 

4,801

 

Prepaid expenses and other current assets

 

8,774

 

 

 

8,709

 

Total current assets

 

321,295

 

 

 

262,991

 

Tax credits receivable

 

2,411

 

 

 

3,345

 

Property and equipment, net

 

1,830

 

 

 

2,667

 

Operating lease right-of-use asset

 

5,719

 

 

 

6,454

 

Intangible assets, net

 

248,851

 

 

 

279,920

 

Goodwill

 

477,043

 

 

 

457,472

 

Deferred commissions, noncurrent

 

13,794

 

 

 

14,808

 

Interest rate swap assets

 

41,168

 

 

 

 

Other assets

 

1,348

 

 

 

1,350

 

Total assets

$

1,113,459

 

 

$

1,029,007

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

 

 

 

Current liabilities:

 

 

 

Accounts payable

$

14,939

 

 

$

20,362

 

Accrued compensation

 

7,393

 

 

 

9,829

 

Accrued expenses and other current liabilities

 

10,644

 

 

 

9,086

 

Deferred revenue

 

106,465

 

 

 

102,847

 

Liabilities due to sellers of businesses

 

5,429

 

 

 

7,607

 

Operating lease liabilities, current

 

3,205

 

 

 

3,546

 

Current maturities of notes payable

 

3,136

 

 

 

3,167

 

Total current liabilities

 

151,211

 

 

 

156,444

 

Notes payable, less current maturities

 

511,847

 

 

 

515,163

 

Deferred revenue, noncurrent

 

4,707

 

 

 

2,058

 

Operating lease liabilities, noncurrent

 

4,947

 

 

 

6,773

 

Noncurrent deferred tax liability, net

 

18,416

 

 

 

22,793

 

Interest rate swap liabilities

 

 

 

 

8,409

 

Other long-term liabilities

 

1,170

 

 

 

1,079

 

Total liabilities

 

692,298

 

 

 

712,719

 

Series A Convertible Preferred Stock

 

112,291

 

 

 

 

Stockholders’ equity:

 

 

 

Common stock

 

3

 

 

 

3

 

Additional paid-in capital

 

606,755

 

 

 

568,384

 

Accumulated other comprehensive loss

 

11,110

 

 

 

(11,514

)

Accumulated deficit

 

(308,998

)

 

 

(240,585

)

Total stockholders’ equity

 

308,870

 

 

 

316,288

 

Total liabilities, convertible preferred stock and stockholders’ equity

$

1,113,459

 

 

$

1,029,007

 

Upland Software, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

Operating activities

 

 

 

 

 

 

 

Net loss

$

(22,676

)

 

$

(7,471

)

 

$

(68,413

)

 

$

(58,212

)

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

 

 

 

 

 

 

 

Depreciation and amortization

 

14,813

 

 

 

13,508

 

 

 

56,146

 

 

 

52,928

 

Change in fair value of liabilities due to sellers of businesses

 

 

 

 

(1,007

)

 

 

(75

)

 

 

(4,510

)

Deferred income taxes

 

(3,784

)

 

 

(3,453

)

 

 

(7,075

)

 

 

(11,179

)

Amortization of deferred costs

 

3,157

 

 

 

2,665

 

 

 

12,198

 

 

 

8,948

 

Foreign currency re-measurement loss

 

(52

)

 

 

7

 

 

 

(12

)

 

 

25

 

Non-cash interest and other expense

 

569

 

 

 

567

 

 

 

2,256

 

 

 

2,249

 

Non-cash stock compensation expense

 

7,579

 

 

 

10,452

 

 

 

41,602

 

 

 

53,873

 

Non-cash loss on impairment of goodwill

 

12,500

 

 

 

 

 

 

12,500

 

 

 

 

Non-cash loss on retirement of fixed assets

 

53

 

 

 

 

 

 

79

 

 

 

 

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

 

 

 

 

 

 

 

Accounts receivable

 

(8,496

)

 

 

(13,413

)

 

 

9,691

 

 

 

(1,665

)

Prepaid expenses and other current assets

 

2,314

 

 

 

(3,829

)

 

 

(2,741

)

 

 

(7,499

)

Accounts payable

 

(5,711

)

 

 

4,218

 

 

 

(7,175

)

 

 

10,865

 

Accrued expenses and other liabilities

 

(2,757

)

 

 

(1,549

)

 

 

(14,013

)

 

 

(9,660

)

Deferred revenue

 

8,332

 

 

 

12,397

 

 

 

(4,989

)

 

 

5,575

 

Net cash provided by operating activities

 

5,841

 

 

 

13,092

 

 

 

29,979

 

 

 

41,738

 

Investing activities

 

 

 

 

 

 

 

Purchase of property and equipment

 

(148

)

 

 

(150

)

 

 

(866

)

 

 

(1,115

)

Purchase business combinations, net of cash acquired

 

 

 

 

 

 

 

(62,356

)

 

 

(92,417

)

Net cash used in investing activities

 

(148

)

 

 

(150

)

 

 

(63,222

)

 

 

(93,532

)

Financing activities

 

 

 

 

 

 

 

Payments on finance leases

 

 

 

 

 

 

 

 

 

 

(12

)

Proceeds from notes payable, net of issuance costs

 

(3

)

 

 

(2

)

 

 

(203

)

 

 

(122

)

Payments on notes payable

 

(1,350

)

 

 

(1,350

)

 

 

(5,400

)

 

 

(5,400

)

Issuance of Series A Convertible Preferred stock, net of issuance costs

 

(75

)

 

 

 

 

 

110,445

 

 

 

 

Taxes paid related to net share settlement of equity awards

 

(417

)

 

 

(609

)

 

 

(1,576

)

 

 

(982

)

Issuance of common stock, net of issuance costs

 

1

 

 

 

46

 

 

 

191

 

 

 

274

 

Additional consideration paid to sellers of businesses

 

(1,132

)

 

 

(1,169

)

 

 

(9,306

)

 

 

(1,938

)

Net cash provided by (used in) financing activities

 

(2,976

)

 

 

(3,084

)

 

 

94,151

 

 

 

(8,180

)

Effect of exchange rate fluctuations on cash

 

4,216

 

 

 

(284

)

 

 

(1,413

)

 

 

(897

)

Change in cash and cash equivalents

 

6,933

 

 

 

9,574

 

 

 

59,495

 

 

 

(60,871

)

Cash and cash equivalents, beginning of period

 

241,720

 

 

 

179,584

 

 

 

189,158

 

 

 

250,029

 

Cash and cash equivalents, end of period

$

248,653

 

 

$

189,158

 

 

$

248,653

 

 

$

189,158

 

Upland Software, Inc.

Reconciliation of Adjusted EBITDA

(in thousands, unaudited)

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Reconciliation of net loss to Adjusted EBITDA:

 

 

 

 

 

 

 

Net loss

$

(22,676

)

 

$

(7,471

)

 

$

(68,413

)

 

$

(58,212

)

Add:

 

 

 

 

 

 

 

Depreciation and amortization expense

 

14,813

 

 

 

13,508

 

 

 

56,146

 

 

 

52,928

 

Interest expense, net

 

6,275

 

 

 

7,926

 

 

 

29,145

 

 

 

31,626

 

Other expense (income), net

 

2,479

 

 

 

(559

)

 

 

781

 

 

 

253

 

Benefit from income taxes

 

(87

)

 

 

(2,140

)

 

 

(1,741

)

 

 

(8,344

)

Stock-based compensation expense

 

7,579

 

 

 

10,452

 

 

 

41,602

 

 

 

53,873

 

Acquisition-related expense

 

2,632

 

 

 

2,429

 

 

 

21,556

 

 

 

21,234

 

Non-recurring litigation costs

 

18

 

 

 

 

 

 

33

 

 

 

 

Purchase accounting deferred revenue discount

 

730

 

 

 

924

 

 

 

5,496

 

 

 

3,299

 

Impairment of goodwill

 

12,500

 

 

 

 

 

 

12,500

 

 

 

 

Adjusted EBITDA

$

24,263

 

 

$

25,069

 

 

$

97,105

 

 

$

96,657

 

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 December 31,

 

Twelve Months Ended December 31,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Reconciliation of net loss to non-GAAP net income:

 

 

 

 

 

 

 

Net loss

$

(22,676

)

 

$

(7,471

)

 

$

(68,413

)

 

$

(58,212

)

Add:

 

 

 

 

 

 

 

Stock-based compensation expense

 

7,579

 

 

 

10,452

 

 

 

41,602

 

 

 

53,873

 

Amortization of purchased intangibles

 

14,473

 

 

 

12,984

 

 

 

54,609

 

 

 

50,930

 

Amortization of debt discount

 

569

 

 

 

567

 

 

 

2,256

 

 

 

2,249

 

Acquisition-related expense

 

2,632

 

 

 

2,429

 

 

 

21,556

 

 

 

21,234

 

Nonrecurring litigation expense

 

18

 

 

 

 

 

 

33

 

 

 

 

Purchase accounting deferred revenue discount

 

730

 

 

 

924

 

 

 

5,496

 

 

 

3,299

 

Impairment of goodwill

 

12,500

 

 

 

 

 

 

12,500

 

 

 

 

Tax effect of adjustments above

 

(1,560

)

 

 

(1,415

)

 

 

(7,985

)

 

 

(6,063

)

Non-GAAP net income

$

14,265

 

 

$

18,470

 

 

$

61,654

 

 

$

67,310

 

 

 

 

 

 

 

 

 

Weighted average ordinary shares outstanding, basic

 

31,906,980

 

 

 

30,677,368

 

 

 

31,528,881

 

 

 

30,295,769

 

Weighted average ordinary shares outstanding, diluted

 

38,639,536

 

 

 

31,000,387

 

 

 

34,059,394

 

 

 

30,846,412

 

Non-GAAP earnings per share, basic

$

0.45

 

 

$

0.60

 

 

$

1.96

 

 

$

2.22

 

Non-GAAP earnings per share, diluted

$

0.37

 

 

$

0.60

 

 

$

1.81

 

 

$

2.18

 

Upland Software, Inc.

Reconciliation of Operating Cash Flow to Free Cash Flow

(in thousands, unaudited)

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Reconciliation of Operating Cash Flow to Free Cash Flow:

 

 

 

 

 

 

 

Net cash provided by operating activities

$

5,841

 

 

$

13,092

 

 

$

29,979

 

 

$

41,738

 

Less: Purchase of Property and Equipment

 

(148

)

 

 

(150

)

 

 

(866

)

 

 

(1,115

)

Free Cash Flow

$

5,693

 

 

$

12,942

 

 

$

29,113

 

 

$

40,623

 

Upland Software, Inc.

Supplemental Financial Information

(in thousands, unaudited)

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

2022

 

2021

 

2022

 

2021

Stock-based compensation:

 

 

 

 

 

 

 

Cost of revenue

$

497

 

$

544

 

$

1,984

 

$

2,088

Research and development

 

626

 

 

758

 

 

2,733

 

 

3,085

Sales and marketing

 

655

 

 

1,565

 

 

4,239

 

 

5,957

General and administrative

 

5,801

 

 

7,585

 

 

32,646

 

 

42,743

Total

$

7,579

 

$

10,452

 

$

41,602

 

$

53,873

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

2022

 

2021

 

2022

 

2021

Depreciation:

 

 

 

 

 

 

 

Cost of revenue

$

2

 

$

3

 

$

8

 

$

30

Operating expense

 

338

 

 

521

 

 

1,529

 

 

1,968

Total

$

340

 

$

524

 

$

1,537

 

$

1,998

 

 

 

 

 

 

 

 

Amortization:

 

 

 

 

 

 

 

Cost of revenue

$

3,112

 

$

2,975

 

$

12,469

 

$

11,583

Operating expense

 

11,361

 

 

10,009

 

 

42,140

 

 

39,347

Total

$

14,473

 

$

12,984

 

$

54,609

 

$

50,930