Upland Software Reports Third Quarter 2023 Financial Results

Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based tools for digital transformation, today announced financial and operating results for the third quarter 2023 and issued guidance for its fourth quarter and full year of 2023.

Third Quarter 2023 Financial Highlights

  • Total revenue was $74.1 million, a decrease of 7% from $79.5 million in the third quarter of 2022.
  • Subscription and support revenue was $70.0 million, a decrease of 7% from $75.1 million in the third quarter of 2022.
  • GAAP net loss was $8.7 million compared to a GAAP net loss of $6.5 million in the third quarter of 2022. GAAP net loss attributable to common stockholders was $10.0 million compared to GAAP net loss attributable to common stockholders of $7.1 million in the third quarter of 2022. GAAP net loss per share attributable to common stockholders was $0.31 per share, compared to a GAAP net loss per share attributable to common stockholders of $0.22 per share in the third quarter of 2022.
  • Adjusted EBITDA was $16.2 million, or 22% of total revenue, compared to $24.9 million, or 31% of total revenue, in the third quarter of 2022.
  • GAAP operating cash flow was $18.3 million, compared to GAAP operating cash flow of $1.9 million in the third quarter of 2022. Free cash flow was $17.8 million, compared to free cash flow of $1.5 million in the third quarter of 2022. Operating cash flow and free cash flow significantly benefited by the liquidation of a portion of our interest rate swaps for a one-time cash benefit of $20.5 million.
  • Cash on hand as of the end of the third quarter of 2023 was $239.6 million, after paying down $35 million of outstanding debt in the quarter.

"We beat our Q3 revenue and Adjusted EBITDA guidance midpoints," said Jack McDonald, Upland's chairman and chief executive officer. "We also welcomed 162 new customers to Upland in Q3, including 26 new major customers," he added. "It's still early, but we are making progress on our new growth plan and remain focused on building shareholder value over time.”

Third Quarter Business Highlights

  • We expanded relationships with 279 existing customers, 28 of which were major expansions. We also welcomed 162 new customers to Upland in the third quarter, including 26 new major customers.
  • Qvidian was listed among notable vendors in Forrester’s Q3 2023 report, The B2B Response Management Technologies Landscape.
  • Panviva, our knowledge management solution, went live on the Genesys AppFoundry® earlier this month. The AppFoundry is the industry’s largest dedicated marketplace focused on customer experience solutions.
  • AccuRoute and BA Insight attended the annual legal technology event, ILTACON. Our Upland subject matter experts spoke at two sessions highlighting the implications of AI for legal teams and how intelligent search, like BA Insight's SmartHub 6.0, can enhance business process efficiency.
  • RightAnswers, our enterprise knowledge management software, was included in KM World's AI100 list of companies empowering intelligent knowledge management.
  • Altify announced the release of Altify Insights, its first-to-market solution designed to reduce sales cycles and increase win rates for B2B sales organizations.
  • In G2’s Fall 2023 market report, Upland earned 33 badges, including a "High Performer" badge for our knowledge management solution RightAnswers, and 22 badges for our audience development solution Second Street, a result of our dedication to meeting customer needs and innovation.

Business Outlook

The following guidance reflects the significant incremental sales, marketing and product investments that Upland is making as part of its comprehensive growth plan. The following Adjusted EBITDA guidance reflects an estimated non-cash charge of $1.5 million related to our Sunset Assets.

For the quarter ending December 31, 2023, Upland expects reported total revenue to be between $69.0 and $75.0 million, including subscription and support revenue between $65.5 and $70.5 million, for a decline in total revenue of 9% at the mid-point over the quarter-ended December 31, 2022. Fourth quarter 2023 Adjusted EBITDA is expected to be between $12.6 and $15.6 million, for an Adjusted EBITDA margin of 20% at the mid-point. This Adjusted EBITDA guide at the mid-point is a decrease of 42% from the quarter-ended December 31, 2022.

For the full year ending December 31, 2023, Upland expects reported total revenue to be between $294.7 and $300.7 million, including subscription and support revenue between $278.9 and $283.9 million, for a decline in total revenue of 6% at the mid-point over the year ended December 31, 2022. Full year 2023 Adjusted EBITDA is expected to be between $63.0 and $66.0 million, for an Adjusted EBITDA margin of 22% at the mid-point. This Adjusted EBITDA guide at the midpoint is a decrease of 34% 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 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.

Upland defines Core Organic Growth Rate as the percentage change between two reported periods in subscription and support revenue, excluding subscription and support revenue from Sunset Assets and Overage Charges. We calculate our year-over-year Core Organic Growth Rate as though all acquisitions or dispositions closed as of the end of the latest period were closed as of the first day of the prior year period presented. Core Organic Growth Rate does not represent actual organic revenue generated by our business as it stood at the beginning of the respective period.

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; the potential elimination or limitation of tax incentives or tax losses and/or reductions of U.S. federal net operating losses; 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,

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

Revenue:

 

 

 

 

 

 

 

 

Subscription and support

 

$

69,962

 

 

$

75,095

 

 

$

213,370

 

 

$

223,739

 

Perpetual license

 

 

1,494

 

 

 

1,684

 

 

 

4,317

 

 

 

5,320

 

Total product revenue

 

 

71,456

 

 

 

76,779

 

 

 

217,687

 

 

 

229,059

 

Professional services

 

 

2,665

 

 

 

2,770

 

 

 

7,987

 

 

 

9,433

 

Total revenue

 

 

74,121

 

 

 

79,549

 

 

 

225,674

 

 

 

238,492

 

Cost of revenue:

 

 

 

 

 

 

 

 

Subscription and support

 

 

20,853

 

 

 

23,553

 

 

 

66,411

 

 

 

69,747

 

Professional services and other

 

 

2,085

 

 

 

2,173

 

 

 

6,241

 

 

 

7,287

 

Total cost of revenue

 

 

22,938

 

 

 

25,726

 

 

 

72,652

 

 

 

77,034

 

Gross profit

 

 

51,183

 

 

 

53,823

 

 

 

153,022

 

 

 

161,458

 

Operating expenses:

 

 

 

 

 

 

 

 

Sales and marketing

 

 

16,860

 

 

 

14,361

 

 

 

46,904

 

 

 

45,285

 

Research and development

 

 

12,740

 

 

 

11,645

 

 

 

37,713

 

 

 

35,388

 

General and administrative

 

 

14,597

 

 

 

14,668

 

 

 

47,369

 

 

 

56,110

 

Depreciation and amortization

 

 

14,262

 

 

 

10,117

 

 

 

44,209

 

 

 

31,970

 

Acquisition-related expenses

 

 

443

 

 

 

3,586

 

 

 

2,609

 

 

 

18,924

 

Impairment of goodwill

 

 

 

 

 

 

 

 

128,755

 

 

 

 

Total operating expenses

 

 

58,902

 

 

 

54,377

 

 

 

307,559

 

 

 

187,677

 

Loss from operations

 

 

(7,719

)

 

 

(554

)

 

 

(154,537

)

 

 

(26,219

)

Other expense:

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(2,525

)

 

 

(7,354

)

 

 

(13,362

)

 

 

(22,870

)

Other income, net

 

 

103

 

 

 

339

 

 

 

911

 

 

 

1,698

 

Total other expense

 

 

(2,422

)

 

 

(7,015

)

 

 

(12,451

)

 

 

(21,172

)

Loss before benefit from income taxes

 

 

(10,141

)

 

 

(7,569

)

 

 

(166,988

)

 

 

(47,391

)

Benefit from income taxes

 

 

1,471

 

 

 

1,056

 

 

 

3,126

 

 

 

1,654

 

Net loss

 

$

(8,670

)

 

$

(6,513

)

 

$

(163,862

)

 

$

(45,737

)

Preferred stock dividends

 

 

(1,344

)

 

 

(546

)

 

 

(3,988

)

 

 

(546

)

Net loss attributable to common stockholders

 

$

(10,014

)

 

$

(7,059

)

 

$

(167,850

)

 

$

(46,283

)

Net income (loss) per common share:

 

 

 

 

 

 

 

 

Net loss per common share, basic and diluted

 

$

(0.31

)

 

$

(0.22

)

 

$

(5.17

)

 

$

(1.47

)

Weighted-average common shares outstanding, basic and diluted

 

 

32,579,544

 

 

 

31,655,206

 

 

 

32,438,682

 

 

 

31,401,463

 

Upland Software, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2023

 

 

 

2022

 

 

 

(unaudited)

 

 

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

239,591

 

 

$

248,653

 

Accounts receivable, net of allowance

 

 

37,178

 

 

 

47,594

 

Deferred commissions, current

 

 

10,594

 

 

 

10,961

 

Unbilled receivables

 

 

4,112

 

 

 

5,313

 

Income tax receivable, current

 

 

4,823

 

 

 

542

 

Prepaid expenses and other current assets

 

 

10,379

 

 

 

8,232

 

Total current assets

 

 

306,677

 

 

 

321,295

 

Tax credits receivable

 

 

1,412

 

 

 

2,411

 

Property and equipment, net

 

 

2,044

 

 

 

1,830

 

Operating lease right-of-use asset

 

 

3,800

 

 

 

5,719

 

Intangible assets, net

 

 

195,717

 

 

 

248,851

 

Goodwill

 

 

348,172

 

 

 

477,043

 

Deferred commissions, noncurrent

 

 

13,129

 

 

 

13,794

 

Interest rate swap assets

 

 

20,771

 

 

 

41,168

 

Other assets

 

 

2,123

 

 

 

1,348

 

Total assets

 

$

893,845

 

 

$

1,113,459

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

Current liabilities:

 

 

 

 

Accounts payable

 

$

14,060

 

 

$

14,939

 

Accrued compensation

 

 

7,473

 

 

 

7,393

 

Accrued expenses and other current liabilities

 

 

6,947

 

 

 

10,644

 

Deferred revenue

 

 

94,701

 

 

 

106,465

 

Liabilities due to sellers of businesses

 

 

 

 

 

5,429

 

Operating lease liabilities, current

 

 

2,284

 

 

 

3,205

 

Current maturities of notes payable

 

 

3,103

 

 

 

3,136

 

Total current liabilities

 

 

128,568

 

 

 

151,211

 

Notes payable, less current maturities

 

 

474,370

 

 

 

511,847

 

Deferred revenue, noncurrent

 

 

4,266

 

 

 

4,707

 

Operating lease liabilities, noncurrent

 

 

3,064

 

 

 

4,947

 

Noncurrent deferred tax liability, net

 

 

17,513

 

 

 

18,416

 

Other long-term liabilities

 

 

410

 

 

 

1,170

 

Total liabilities

 

 

628,191

 

 

 

692,298

 

Series A Convertible Preferred stock

 

 

116,279

 

 

 

112,291

 

Stockholders’ equity:

 

 

 

 

Common stock

 

 

3

 

 

 

3

 

Additional paid-in capital

 

 

617,004

 

 

 

606,755

 

Accumulated other comprehensive loss

 

 

5,228

 

 

 

11,110

 

Accumulated deficit

 

 

(472,860

)

 

 

(308,998

)

Total stockholders’ equity

 

 

149,375

 

 

 

308,870

 

Total liabilities, convertible preferred stock and stockholders’ equity

 

$

893,845

 

 

$

1,113,459

 

Upland Software, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

Operating activities

 

 

 

 

 

 

 

 

Net loss

 

$

(8,670

)

 

$

(6,513

)

 

$

(163,862

)

 

$

(45,737

)

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

17,692

 

 

 

13,140

 

 

 

54,475

 

 

 

41,333

 

Change in fair value of liabilities due to sellers of businesses

 

 

 

 

 

 

 

 

 

 

 

(75

)

Deferred income taxes

 

 

23

 

 

 

(884

)

 

 

(2,651

)

 

 

(3,291

)

Amortization of deferred costs

 

 

3,242

 

 

 

3,158

 

 

 

9,909

 

 

 

9,041

 

Foreign currency re-measurement loss

 

 

(101

)

 

 

37

 

 

 

(983

)

 

 

40

 

Non-cash interest, net and other income, net

 

 

(3,232

)

 

 

572

 

 

 

(2,080

)

 

 

1,687

 

Non-cash stock-based compensation expense

 

 

5,360

 

 

 

7,527

 

 

 

18,192

 

 

 

34,023

 

Non-cash loss on impairment of goodwill

 

 

 

 

 

 

 

 

128,755

 

 

 

 

Non-cash loss on retirement of fixed assets

 

 

12

 

 

 

26

 

 

 

46

 

 

 

26

 

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

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(3,044

)

 

 

(3,900

)

 

 

10,168

 

 

 

18,187

 

Prepaid expenses and other current assets

 

 

(3,756

)

 

 

2,603

 

 

 

(5,405

)

 

 

5,148

 

Other assets

 

 

17,134

 

 

 

(3,061

)

 

 

12,259

 

 

 

(10,203

)

Accounts payable

 

 

346

 

 

 

(566

)

 

 

(871

)

 

 

(1,464

)

Accrued expenses and other liabilities

 

 

(623

)

 

 

(6,102

)

 

 

(4,729

)

 

 

(11,256

)

Deferred revenue

 

 

(6,075

)

 

 

(4,159

)

 

 

(12,069

)

 

 

(13,321

)

Net cash provided by operating activities

 

 

18,308

 

 

 

1,878

 

 

 

41,154

 

 

 

24,138

 

Investing activities

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(530

)

 

 

(421

)

 

 

(1,034

)

 

 

(718

)

Purchase business combinations, net of cash acquired

 

 

 

 

 

 

 

 

 

 

 

(62,356

)

Net cash used in investing activities

 

 

(530

)

 

 

(421

)

 

 

(1,034

)

 

 

(63,074

)

Financing activities

 

 

 

 

 

 

 

 

Payments of debt costs

 

 

(14

)

 

 

(180

)

 

 

(190

)

 

 

(200

)

Payments on notes payable

 

 

(36,350

)

 

 

(1,350

)

 

 

(39,050

)

 

 

(4,050

)

Repurchase of shares

 

 

(3,215

)

 

 

 

 

 

(3,215

)

 

 

 

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

 

 

 

 

 

110,520

 

 

 

 

 

 

110,520

 

Taxes paid related to net share settlement of equity awards

 

 

(354

)

 

 

(177

)

 

 

(742

)

 

 

(1,159

)

Issuance of common stock, net of issuance costs

 

 

1

 

 

 

8

 

 

 

2

 

 

 

190

 

Additional consideration paid to sellers of businesses

 

 

 

 

 

(5,086

)

 

 

(5,550

)

 

 

(8,174

)

Net cash provided by (used in) financing activities

 

 

(39,932

)

 

 

103,735

 

 

 

(48,745

)

 

 

97,127

 

Effect of exchange rate fluctuations on cash

 

 

(811

)

 

 

(1,756

)

 

 

(437

)

 

 

(5,629

)

Change in cash and cash equivalents

 

 

(22,965

)

 

 

103,436

 

 

 

(9,062

)

 

 

52,562

 

Cash and cash equivalents, beginning of period

 

 

262,556

 

 

 

138,284

 

 

 

248,653

 

 

 

189,158

 

Cash and cash equivalents, end of period

 

$

239,591

 

 

$

241,720

 

 

$

239,591

 

 

$

241,720

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest, net of interest rate swaps

 

$

8,721

 

 

$

7,330

 

 

$

23,147

 

 

$

21,804

 

Cash paid for taxes

 

$

1,255

 

 

$

747

 

 

$

6,227

 

 

$

3,163

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Business combination consideration including holdbacks and earnouts

 

$

 

 

$

 

 

$

 

 

$

7,820

 

Upland Software, Inc.

Reconciliation of Adjusted EBITDA

(in thousands, unaudited)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Reconciliation of net loss to Adjusted EBITDA:

 

 

 

 

 

 

 

 

Net loss

 

$

(8,670

)

 

$

(6,513

)

 

$

(163,862

)

 

$

(45,737

)

Add:

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

17,692

 

 

 

13,140

 

 

 

54,475

 

 

 

41,333

 

Interest expense, net

 

 

2,525

 

 

 

7,354

 

 

 

13,362

 

 

 

22,870

 

Other expense (income), net

 

 

(103

)

 

 

(339

)

 

 

(911

)

 

 

(1,698

)

Benefit from income taxes

 

 

(1,471

)

 

 

(1,056

)

 

 

(3,126

)

 

 

(1,654

)

Stock-based compensation expense

 

 

5,360

 

 

 

7,527

 

 

 

18,192

 

 

 

34,023

 

Acquisition-related expense

 

 

443

 

 

 

3,586

 

 

 

2,609

 

 

 

18,924

 

Non-recurring litigation costs

 

 

277

 

 

 

15

 

 

 

427

 

 

 

15

 

Purchase accounting deferred revenue discount

 

 

106

 

 

 

1,174

 

 

 

465

 

 

 

4,766

 

Impairment of goodwill

 

 

 

 

 

 

 

 

128,755

 

 

 

 

Adjusted EBITDA

 

$

16,159

 

 

$

24,888

 

 

$

50,386

 

 

$

72,842

 

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,

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Reconciliation of net loss to non-GAAP net income:

 

 

 

 

 

 

 

 

Net loss

 

$

(8,670

)

 

$

(6,513

)

 

$

(163,862

)

 

$

(45,737

)

Add:

 

 

 

 

 

 

 

 

Stock-based compensation expense

 

 

5,360

 

 

 

7,527

 

 

 

18,192

 

 

 

34,023

 

Amortization of purchased intangibles

 

 

17,240

 

 

 

12,775

 

 

 

53,382

 

 

 

40,135

 

Amortization of debt discount

 

 

580

 

 

 

572

 

 

 

1,732

 

 

 

1,687

 

Acquisition-related expense

 

 

443

 

 

 

3,586

 

 

 

2,609

 

 

 

18,924

 

Nonrecurring litigation expense

 

 

277

 

 

 

15

 

 

 

427

 

 

 

15

 

Purchase accounting deferred revenue discount

 

 

106

 

 

 

1,174

 

 

 

465

 

 

 

4,766

 

Impairment of goodwill

 

 

 

 

 

 

 

 

128,755

 

 

 

 

Tax effect of adjustments above

 

 

(2,402

)

 

 

(1,883

)

 

 

(9,207

)

 

 

(6,425

)

Non-GAAP net income

 

$

12,934

 

 

$

17,253

 

 

$

32,493

 

 

$

47,388

 

 

 

 

 

 

 

 

 

 

Weighted average ordinary shares outstanding, basic

 

 

32,579,544

 

 

 

31,655,206

 

 

 

32,438,682

 

 

 

31,401,463

 

Weighted average ordinary shares outstanding, diluted

 

 

39,423,806

 

 

 

34,456,410

 

 

 

39,217,582

 

 

 

32,456,370

 

Non-GAAP earnings per share, basic

 

$

0.40

 

 

$

0.55

 

 

$

1.00

 

 

$

1.51

 

Non-GAAP earnings per share, diluted

 

$

0.33

 

 

$

0.50

 

 

$

0.83

 

 

$

1.46

 

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,

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Reconciliation of operating cash flow to Free Cash Flow:

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

18,308

 

 

$

1,878

 

 

$

41,154

 

 

$

24,138

 

Less: Purchase of property and equipment

 

 

(530

)

 

 

(421

)

 

 

(1,034

)

 

 

(718

)

Free Cash Flow

 

$

17,778

 

 

$

1,457

 

 

$

40,120

 

 

$

23,420

 

Upland Software, Inc.

Supplemental Financial Information

(in thousands, unaudited)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

Stock-based compensation:

 

 

 

 

 

 

 

 

Cost of revenue

 

$

246

 

$

510

 

$

850

 

$

1,487

Research and development

 

 

608

 

 

701

 

 

1,911

 

 

2,107

Sales and marketing

 

 

429

 

 

612

 

 

1,563

 

 

3,584

General and administrative

 

 

4,077

 

 

5,704

 

 

13,868

 

 

26,845

Total

 

$

5,360

 

$

7,527

 

$

18,192

 

$

34,023

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

Depreciation:

 

 

 

 

 

 

 

 

Cost of revenue

 

$

1

 

$

2

 

$

5

 

$

7

Operating expense

 

 

451

 

 

363

 

 

1,088

 

 

1,191

Total

 

$

452

 

$

365

 

$

1,093

 

$

1,198

 

 

 

 

 

 

 

 

 

Amortization:

 

 

 

 

 

 

 

 

Cost of revenue

 

$

3,429

 

$

3,021

 

$

10,261

 

$

9,356

Operating expense

 

 

13,811

 

 

9,754

 

 

43,121

 

 

30,779

Total

 

$

17,240

 

$

12,775

 

$

53,382

 

$

40,135

 

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