8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 12, 2015

UPLAND SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36720	27-2992077
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 Congress Avenue, Suite 1850
Austin, Texas 78701

(Address of principal executive offices, including zip code)

(512) 960-1010

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On May 14, 2015, Upland Software, Inc. (the “Company”), its domestic subsidiaries, Upland Software I, Inc., Upland Software II, Inc., Upland Software III, LLC, Upland Software IV, Inc., Upland Software V, Inc., Upland Software VI, LLC, Upland Software VII, Inc. and Upland IX, LLC (together with the Company, the “U.S. Borrowers”), and its Canadian subsidiaries, Upland Software Inc. and Solution Q Inc. (together, the “Canadian Borrowers”, and together with the U.S. Borrowers, the “Borrowers”), entered into a Credit Agreement (the “Credit Agreement”) among the Borrowers, each of the lenders party thereto (the “Lenders”), Wells Fargo Bank, National Association, as agent and U.S. agent (the “Agent”), and Wells Fargo Capital Finance Corporation Canada, as Canadian agent, providing for a secured credit facility (the “Loan Facility”) that replaces and refinances (i) the Company’s existing Loan and Security Agreement dated March 5, 2012 between the Company, certain subsidiaries of the Company, as co-borrowers, and Comerica Bank, as amended (the “U.S. Comerica Agreement”) and (ii) the Canadian Borrowers’ existing Loan and Security Agreement dated February 10, 2012, among the Canadian Borrowers and Comerica Bank, as amended (the “Canadian Comerica Agreement”).

As of May 14, 2015, there was (i) $0 in U.S. revolving loans outstanding under the Credit Agreement, (ii) $0 in Canadian revolving loans outstanding under the Credit Agreement, (iii) $19,000,000 in U.S. term loans outstanding under the Credit Agreement; and (iv) $6,000,000 in Canadian term loans outstanding under the Credit Agreement.

Loans

The Credit Agreement provides for up to $60,000,000 of financing credit as outlined below.

The Credit Agreement provides an aggregate maximum credit amount of $45,000,000, as described in detail below. Amounts borrowed under the Credit Agreement (i) repaid in full the U.S. Comerica Agreement and the Canadian Comerica Agreement; (ii) were used to fund certain fees and expenses associated with the Credit Agreement and (iii) are to be used to finance the ongoing general corporate needs of the Borrowers, including acquisitions.

The Credit Agreement provides the U.S. Borrowers with (i) a U.S. revolving credit facility in an aggregate principal amount of up to $9,000,000 (the “U.S. Revolver”), (ii) a U.S. term loan facility in an aggregate principal amount of up to $19,000,000 (the “U.S. Term Loan”), and (iii) a delayed draw term loan facility in an aggregate principal amount of up to $10,000,000 (the “DDTL”).

The Credit Agreement provides the Canadian Borrowers with (i) a Canadian revolving credit facility in an aggregate principal amount of up to $1,000,000 (the “Canadian Revolver” and, together with the U.S. Revolver, the “Revolver”); and (ii) a Canadian term loan facility in an aggregate principal amount of up to $6,000,000 (the “Canadian Term Loan” and, together with the U.S. Term Loan, the “Term Loan”).

The Credit Agreement also includes provisions for optional, uncommitted increases in the maximum size of the loan facility available under the Credit Agreement by an aggregate principal amount of $15,000,000 upon the satisfaction of the terms and conditions set forth in the Credit Agreement.

In addition, the Credit Agreement permits the Borrowers to incur subordinated, unsecured indebtedness owing to sellers in connection with the consummation of one or more permitted acquisitions upon the satisfaction of the terms and conditions set forth in the Credit Agreement so long as the aggregate principal amount for all such subordinated, unsecured indebtedness does not exceed $10,000,000 at any one time outstanding.

On May 14, 2015, the closing date of the Credit Agreement, the $19,000,000 U.S. Term Loan was made to the U.S. Borrowers and the $6,000,000 Canadian Term Loan was made to the Canadian Borrowers.

Terms of Revolver

Loans under the Revolver are available up to the lesser of (i) $10,000,000 (the “Maximum Revolver Amount”) or (ii) the result of (a) 0.80 multiplied by (subject to step-downs beginning June 30, 2016) Borrowers’ recurring revenues on a trailing twelve month basis, minus (b) the outstanding balance of the Term Loans and any swing line loans made under the Credit Agreement (such amount, the “Credit Amount”). The Revolver provides a subfacility whereby Borrowers may request letters of credit (the “Letters of Credit”) in an aggregate amount not to exceed, at any one time outstanding, $500,000 for the U.S. Borrowers and $250,000 for the Canadian Borrowers. The aggregate amount of outstanding Letters of Credit are reserved against the credit availability under the Maximum Revolver Amount and the Credit Amount.

Loans under the Revolver may be borrowed, repaid and reborrowed until May 14, 2020 (the “Maturity Date”), at which time all amounts borrowed under the Credit Agreement must be repaid.

Terms of Term Loans

The U.S. Term Loan and the Canadian Term Loan are each repayable, on a quarterly basis beginning September 30, 2015, by an amount equal to 5.0% per annum of the original principal amount of such loan. Any amount remaining unpaid is due and payable in full on the Maturity Date.

Terms of Delay Draw Term Loan

Pursuant to the terms of the Credit Agreement, the DDTL is to be used to finance acquisitions. The DDTL can be drawn upon until May 14, 2017. The DDTL is repayable, on a quarterly basis, by an amount equal to 5.0% per annum of the original funded amount of the DDTL. Any amount remaining unpaid would be due and payable in full on the Maturity Date.

Other Terms of Loan Facility

At the option of the U.S. Borrowers, U.S. loans accrue interest at a per annum rate based on (i) the U.S. base rate plus a margin ranging from 3.0% to 4.0% depending on Borrowers’ leverage ratio or (ii) the LIBOR rate determined in accordance with the Credit Agreement (based on 1, 2, 3 or 6-month interest periods) plus a margin ranging from 4.0% to 5.0% depending on Borrowers’ leverage ratio. The U.S. base rate is a rate equal to the highest of the federal funds rate plus a margin equal to 0.5%, the LIBOR rate for a 1-month interest period plus 1.0% and Wells Fargo, National Association’s prime rate.

At the option of the Canadian Borrowers, the Canadian loans accrue interest at a per annum rate based on (i) the Canadian prime rate or the U.S. base rate plus a margin ranging from 3.0% to 4.0% depending on Borrowers’ leverage ratio or (ii) the LIBOR rate determined in accordance with the Credit Agreement (based on 1, 2, 3 or 6-month interest periods) (or the Canadian BA rate determined in accordance with the Credit Agreement for obligations in Canadian dollars) plus a margin ranging from 4.0% to 5.0% depending on Borrowers’ leverage ratio.

Accrued interest on the loans will be paid monthly, or, with respect to loans that are accruing interest based on the LIBOR rate or Canadian BA rate, at the end of the applicable LIBOR or Canadian BA interest rate period.

Lenders are entitled to a premium (the “Prepayment Premium”) in the event of certain prepayments of the loans in an amount equal to (i) from May 14, 2015 to May 14, 2016, 2.0% times the sum of (a) the Maximum Revolver Amount plus (b) the outstanding principal amount of the Term Loan and DDTL on the date immediately prior to the date of the prepayment (such sum, the “Prepayment Amount”) (ii) from May 14, 2016 to May 14, 2017, 1.0% times the Prepayment Amount and (iii) during the period from and after May 14, 2017 to the Maturity Date, 0% times the Prepayment Amount. The Borrowers may also be subject to prepayment fees in the

case of commitment reductions of the Revolver and the Borrowers may be obligated to prepay loans upon the occurrence of certain events.

Borrowers are also obligated to pay other customary closing fees, servicing fees, letter of credit fees and unused line fees for a credit facility of this size and type.

On March 14, 2015, the Borrowers entered into a U.S. Guaranty and Security Agreement (the “U.S. Security Agreement”) and a Canadian Guaranty and Security Agreement (the “Canadian Security Agreement”), each in favor of Agent, pursuant to which the Borrowers secured their respective obligations under the Loan Facility by granting a security interest on substantially all of their assets. Future subsidiaries may be required to guaranty the obligations under the Loan Facility and to secure such guaranty obligations by granting a security interest on substantially all of their assets.

The Loan Facility contains customary affirmative and negative covenants. The negative covenants limit the ability of the Company and its subsidiaries to, among other things (in each case subject to customary exceptions for a credit facility of this size and type):

• Incur additional indebtedness or guarantee indebtedness of others;

• Create liens on their assets;

• Make investments, including certain acquisitions;

• Enter into mergers or consolidations;

• Dispose of assets;

• Pay dividends and make other distributions on the Company’s capital stock, and redeem and repurchase the Company’s capital stock;

• Enter into transactions with affiliates; and

• Prepay indebtedness or make changes to certain agreements.

The Loan Facility also contains financial covenants that require Borrowers to maintain (i) a minimum liquidity of $10,000,000 (which shall be $8,000,000 once the Company achieves trailing four quarters EBITDA of at least $8,000,000) at all times, which covenant shall be replaced with a minimum fixed charge ratio covenant at the later of (a) September 30, 2016 and (b) when the Borrowers’ fixed charge ratio is equal to or greater than 1:25 to 1:00 for two consecutive quarters, upon which Borrowers shall maintain a minimum fixed charge ratio (tested quarterly) of at least 1.10 to 1.00 on a trailing twelve month pro forma basis; and (ii) a minimum EBITDA, which covenant shall be replaced with a maximum total leverage ratio covenant (tested quarterly) at the later of (a) September 30, 2016 and (b) the date on which the Borrowers’ generate a leverage ratio less than 3.50:1.00 for two consecutive quarters, in which case the maximum leverage ratio covenant ratio will be 4.00:1.00 for the quarter ended September 30, 2016, and thereafter will decrease periodically on a trailing twelve month pro forma basis.

The Loan Facility contains customary events of default subject to customary cure periods for certain defaults that include, among others, non-payment defaults, inaccuracy of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness, change in control, bankruptcy and insolvency defaults and material judgment defaults. The occurrence of an event of default could result in the acceleration of the obligations under the Loan Facility and a right by the Agent and Lenders to exercise remedies under the U.S. Security Agreement and Canadian Security Agreement. At the election of the Lenders, a default interest rate shall apply on all obligations during an event of default, at a rate per annum equal to 2.00% above the applicable interest rate.

The Loan Facility permits the Company to make buybacks of the Company’s capital stock, in an amount not to exceed $5,000,000 in the aggregate, subject to restrictions including a minimum liquidity requirement of $20,000,000 before and after any such buyback.

The Company and its subsidiaries are required to establish and maintain their primary depository and treasury management relationships with the Agent or one of its affiliates. In connection with this relationship, the Agent has received, or may in the future receive, customary fees and commissions for these transactions.

Item 1.02     Termination of a Material Definitive Agreement.

On May 14, 2015, the Company terminated the U.S. Comerica Agreement and the Canadian Comerica Agreement, the details of which were previously disclosed in each of (i) the Company’s prospectus filed with the Securities and Exchange Commission (the “Commission”) on November 7, 2014, pursuant to Rule 424(b) and forming a part of the Company’s Registration Statement on Form S-1, File No. 333-198574, and (ii) the Form 8-K filed with the Commission on March 27, 2015, File No. 001-36710, and are incorporated herein by reference.

The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.

Item 2.02    Results of Operations and Financial Condition.

On May 14, 2015, the Company. issued a press release announcing its financial results for the quarter ended March 31, 2015. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2015, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved the awards of restricted shares to Timothy W. Mattox and Michael D. Hill under the Company’s 2014 Equity Incentive Stock Plan (the “Plan”).

Mr. Mattox was awarded 100,000 restricted shares in consideration of services previously rendered by Mr. Mattox to the Company. The award will be issued to Mr. Mattox pursuant to an Award Agreement (as defined in the Plan), which will provide, among other things, that any such restricted shares that have not vested as of the time Mr. Mattox’s termination as a Service Provider (as defined in the Plan) will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company upon the date of such termination and Mr. Mattox will not be entitled to any compensation or other payment for any such forfeited shares. Subject to Mr. Mattox continuing to be a Service Provider as of the applicable vesting date and other terms and conditions of the Award Agreement and the Plan, such shares will vest over a three-year period commencing January 1, 2015 as follows:

• One-third of the shares vest on the first anniversary of the vesting commencement date.

• One-third of the shares vest in equal twelve installments on the corresponding day of each month over the period from the first anniversary of the vesting commencement date to the second anniversary of the vesting commencement date.

• One-third of the shares vest in equal twelve installments on the corresponding day of each month over the period from the second anniversary of the vesting commencement date to the third anniversary of the vesting commencement date.

• In the event of a Change in Control (as defined in the Plan), vesting will be accelerated as to that number of then unvested shares, if any, that would have vested had Mr. Mattox remained a Service Provider for two additional years following such Change in Control.

Mr. Mattox was awarded 50,000 restricted shares in consideration of services previously rendered by Mr. Mattox to the Company. The award will be issued to Mr. Mattox pursuant to an Award Agreement (as

defined in the Plan), which will provide, among other things, that any such restricted shares that have not vested as of the time Mr. Mattox’s termination as a Service Provider will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company upon the date of such termination and Mr. Mattox will not be entitled to any compensation or other payment for any such forfeited shares. Subject to Mr. Mattox continuing to be a Service Provider (as defined in the Plan) as of the applicable vesting date and other terms and conditions of the Award Agreement and the Plan, such shares vest over a four-year period commencing January 1, 2015 as follows:

• The shares vest in a series of twelve equal installments on the first day of each month over the period over the period from the third anniversary of the vesting commencement date to the fourth anniversary of the vesting commencement date.

• In the event of a Change in Control (as defined in the Plan), vesting will be accelerated as to that number of then unvested shares, if any, that would have vested had Mr. Mattox remained a Service Provider for two additional years following such Change in Control.

Mr. Hill was awarded 40,000 restricted shares in consideration of services previously rendered by Mr. Hill to the Company. The award will be issued to Mr. Hill pursuant to an Award Agreement (as defined in the Plan), which will provide, among other things, that any such restricted shares that have not vested as of the time Mr. Hill’s termination as a Service Provider (as defined in the Plan) will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company upon the date of such termination and Mr. Hill will not be entitled to any compensation or other payment for any such forfeited shares. Subject to Mr. Hill continuing to be a Service Provider as of the applicable vesting date and other terms and conditions of the Award Agreement and the Plan, such shares will vest over a three-year period commencing January 1, 2015 as follows:

• One-third of the shares vest on the first anniversary of the vesting commencement date.

• One-third of the shares vest in equal twelve installments on the corresponding day of each month over the period from the first anniversary of the vesting commencement date to the second anniversary of the vesting commencement date.

• One-third of the shares vest in equal twelve installments on the corresponding day of each month over the period from the second anniversary of the vesting commencement date to the third anniversary of the vesting commencement date.

• In the event of a Change in Control (as defined in the Plan), vesting will be accelerated as to that number of then unvested shares, if any, that would have vested had Mr. Hill remained a Service Provider for two additional years following such Change in Control.

For additional information regarding the terms and conditions of these restricted stock awards, please see the copies of the Plan and form of Restricted Stock Agreement included as exhibits to the Company’s Amendment Number 1 to Form S-1 filed on October 27, 2014.

Item 7.01    Regulation FD Disclosure.

On May 14, 2015, the Company issued a press release announcing the new credit facility. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.	Description
99.1	Earnings release issued by Upland Software, Inc., dated May 14, 2015.
99.2	Press release issued by Upland Software, Inc., dated May 14, 2015

The information furnished in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities of Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UPLAND SOFTWARE, INC.
By:	/s/ John T. McDonald
	John T. McDonald Chief Executive Officer

Date: May 14, 2015

EX-99.1

Upland Software Reports First Quarter 2015 Financial Results

- Reports record first quarter revenue and adds over 100 new customers

- Introduces Upland Workflow Manager

AUSTIN, Texas, May 14, 2015 /PRNewswire/ -- Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based Enterprise Work Management applications, today reported its financial results for the first quarter ended March 31, 2015.

First Quarter 2015 Financial Highlights

• Total revenue was $17.5 million, an increase of 12% from total revenue of $15.6 million in the first quarter of 2014. On a constant currency basis, total revenue was $18.1 million with a year-over-year growth of 16%.

• Subscription and support revenue was $14.3 million, an increase of 22% from subscription and support revenue of $11.7 million in the first quarter of 2014. On a constant currency basis, year-over-year subscription and support revenue growth was 26%.

• GAAP net loss was $3.7 million compared to a net loss of $12.6 million in the first quarter of 2014.

• Adjusted EBITDA was $344 thousand, a decrease of 78% compared to $1.6 million in the first quarter of 2014.

• Cash on hand as of the end of the first quarter was $26.6 million.

"We are pleased to report our third consecutive quarter of record revenues since our IPO, and a strong start for 2015," said Jack McDonald, Chairman and CEO of Upland Software. "In addition to record revenues, this quarter saw continued positive Adjusted EBITDA and the addition of over 100 new customers."

"We continued to execute against our revenue and Adjusted EBITDA guidance during the first quarter of 2015," said Mike Hill, CFO of Upland Software.

First Quarter 2015 Business Highlights

• Added 102 new customer relationships, including 13 major accounts, during the first quarter.

• Achieved 99.99% uptime for Q1 for Upland overall, building on continued investments in data center, networking, and application reliability and performance.

• Announced the availability of a certified integration between our award-winning Tenrox professional services automation (PSA) application and Concur, a leading provider of integrated travel and expense (T&E) management services.

• Introduced Upland Workflow Manager integrating advanced workflow into PowerSteering, Upland's portfolio and project management offering.

Business Outlook

For the quarter ending June 30, 2015, Upland expects its constant currency total revenue to be in the range of $17.9 million to $18.7 million, or growth of 13% at the mid-point over the quarter ended June 30, 2014, and reported total revenue to be in the range of $17.2 million to $18.0 million, or growth of 9% at the mid-point over the quarter ended June 30, 2014, based on the current foreign currency exchange rates. Adjusted EBITDA is expected to be in the range of breakeven to $600 thousand, or Adjusted EBITDA margin of 2% of total revenue at the mid-point for the same period.

For the full year ending December 31, 2015, Upland expects its constant currency total revenue to be in the range of $70.7 million to $74.7 million, or growth of 13% at the mid-point over the full year ended December 31, 2014, and reported total revenue to be in the range of $68.1 million to $72.1 million, or growth of 9% at the mid-point over the full year ended December 31, 2014. Adjusted EBITDA is expected to be in the range of $2.3 million to $4.3 million, or Adjusted EBITDA margin of 5% of total revenue at the mid-point for the same period. Upland

expects to achieve an 8% to 12% quarterly Adjusted EBITDA margin by the fourth quarter of 2015, or 10% at the mid-point.

Conference Call Details

Upland's executive team will host a live conference call and webcast at 5:00 p.m. Eastern Time today to review Upland's financial results and outlook for the business. The conference call may be accessed within North America by dialing 1.888.684.7501 and outside of North America by dialing 1.925.418.7884, referencing conference code 36658667. The conference call will be simultaneously webcast on Upland's investor relations website, which can be accessed at investor.uplandsoftware.com. This webcast will contain forward-looking statements and other material information regarding Upland's financial and operating results. Accordingly, we draw your attention to our advisory regarding forward-looking statements below and as presented at the outset of the conference call.

Following completion of the live call, a recorded replay of the webcast will be available on Upland's website at investor.uplandsoftware.com. A replay of the conference call will be available as of 8:30 p.m. Eastern Time on May 14, 2015 through 11:59 p.m. Eastern Time on May 29, 2015 at investor.uplandsoftware.com.

About Upland Software

Upland Software, Inc. is a leading provider of cloud-based Enterprise Work Management software. Our family of applications connects people through technology, automates the flow of work and brings visibility to all aspects of the organization. With more than 1,600 customers around the globe, and over 225,000 users, Upland helps teams in IT, marketing, finance, professional services and process excellence run their operations smoothly, adapt to change quickly and achieve better results every day. To learn more, visit www.uplandsoftware.com.

Non-GAAP Financial Measures

To provide investors with additional information regarding Upland's financial results, Upland has disclosed in the table below and elsewhere in this press release Adjusted EBITDA, a non-GAAP financial measure. Upland provided a reconciliation below of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure. Upland defines Adjusted EBITDA as net loss, calculated in accordance with GAAP, plus discontinued operations, depreciation and amortization expense, interest expense, net, other expense (income), net, provision for income taxes, stock-based compensation expense, acquisition-related expenses and one-time litigation expense.

Upland discloses Adjusted EBITDA because it is a key measure used by management, investors and others to understand and evaluate our financial and operating performance, establish our annual operating budgets and operational goals and to assess the effectiveness of our business strategies. Upland believes it also provides more consistency and comparability with our past financial performance, facilitates period-to-period comparisons of our operations and also facilitates comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results. However, Adjusted EBITDA has limitations as an analytical tool, and Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP. Because of these limitations, you should consider Adjusted EBITDA together with other financial performance measures, including various cash flow metrics, net loss and our other GAAP results.

Upland's 2015 revenue guidance excludes the impact of reductions due to deferred revenue discounts as a result of GAAP purchase accounting adjustments related to the acquisitions of Solution Q, Inc. and Mobile Commons, Inc. in the fourth quarter of 2014. Upland estimates the total amount of any such adjustments in 2015 to be less than $250 thousand.

Upland's earnings press releases containing such non-GAAP reconciliations can be found in the financial tables that accompany this release.

Forward-looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included herein regarding Upland Software’s strategy, prospects, plans and objectives of management and other statements about management’s beliefs, intentions or goals are forward-looking statements. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions (or the negative of these terms) are intended to identify forward-looking statements, although not all forward-looking

statements contain these identifying words. Upland Software may not actually achieve the expectations disclosed in the forward-looking statements, and you should not place undue reliance on Upland Software’s forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from the expectations disclosed in the forward-looking statements, including, but not limited to, our financial performance and our ability to achieve or sustain profitability or predict financial 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 ability to effectively manage our growth; 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; our ability to adapt to changing market conditions and competition; our ability to successfully enter new markets and manage our international expansion; the operation of and reliability of our third-party data centers; and other risks and potential risk factors that could affect Upland’s business and financial results identified in Upland’s filings with the Securities and Exchange Commission (the “SEC”), including its annual report on Form 10-K filed with the SEC on March 31, 2015. 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 in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this this press release. Upland does not intend or undertake any duty to release publicly any updates or revisions to any forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

.

Upland Software, Inc.

Condensed Consolidated Statements of Operations

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

	Three Months Ended March 31,
	2015			2014
Revenue:
Subscription and support	$	14,322		$	11,737
Perpetual license	811			440
Total product revenue	15,133			12,177
Professional services	2,395			3,436
Total revenue	17,528			15,613
Cost of revenue:
Subscription and support	4,732			3,258
Professional Services	1,908			2,397
Total cost of revenue	6,640			5,655
Gross profit	10,888			9,958
Operating expenses:
Sales and marketing	3,532			3,136
Research and development	3,926			14,899
Refundable Canadian tax credits	(121		)	(136		)
General and administrative	5,119			2,623
Depreciation and amortization	1,014			1,055
Acquisition-related expenses	545			290
Total operating expenses	14,015			21,867
Loss from operations	(3,127		)	(11,909		)
Other Expense:
Interest expense, net	(347		)	(415		)
Other income (expense), net	(512		)	114
Total other expense	(859		)	(301		)
Loss before provision for income taxes	(3,986		)	(12,210		)
(Provision for) benefit from income taxes	243			(410		)
Net loss	$	(3,743	)	$	(12,620	)
Preferred stock dividends and accretion	—			(435		)
Net loss attributable to common shareholders	$	(3,743	)	$	(13,055	)
Net loss per common share:
Net loss per common share, basic and diluted	$	(0.25	)	$	(4.48	)
Weighted-average common shares outstanding, basic and diluted	14,841,316			2,916,949

Upland Software, Inc.

Reconciliation of GAAP Net Loss to Adjusted EBITDA

(Unaudited, in thousands)

	Three Months Ended March 31,
	2015			2014
Reconciliation of Net loss to Adjusted EBITDA:
Net Loss	$	(3,743	)	$	(12,620	)
Depreciation and amortization expense	2,001			1,798
Interest expense, net	347			415
Other expense (income), net	512			(114		)
Provision for (benefit from) income taxes	(243		)	410
Stock-based compensation expense	554			184
Acquisition-related expenses	545			290
Stock-based compensation expense - related party vendor	—			11,220
Non-recurring litigation costs	371			—
Adjusted EBITDA	$	344		$	1,583
Total Revenue	$	17,528		$	15,613
Adjusted EBITDA margin	2%			10%

Upland Software, Inc.

Supplemental Financial Information

(Unaudited, in thousands)

	Three Months Ended March 31,
	2015		2014
Stock-based compensation:
Cost of revenue	$	12	$	12
Sales and marketing	14		7
Research and development	11		15
General and administrative	517		150
Total	$	554	$	184

	Three Months Ended March 31,
	2015		2014
Depreciation:
Cost of revenue	$	461	$	289
Operating expense	104		237
Total	$	565	$	526
Amortization:
Cost of revenue	$	526	$	454
Operating expense	910		818
Total	$	1,436	$	1,272

Upland Software, Inc.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)

	March 31,			December 31,
	2015			2014
Assets
Current assets:
Cash and cash equivalents	$	26,588		$	30,988
Accounts receivable, net of allowance	14,807			14,559
Prepaid and other	2,397			2,069
Total current assets	43,792			47,616
Canadian tax credits receivable	3,760			3,959
Property and equipment, net	4,084			3,930
Intangible assets, net	32,625			34,751
Goodwill	43,966			45,146
Other assets	431			364
Total assets	$	128,658		$	135,766
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	3,095		$	2,258
Accrued compensation	2,128			2,372
Accrued expenses and other	3,841			4,304
Deferred revenue	21,952			21,182
Due to seller	1,456			4,365
Current maturities of notes payable	8,187			10,964
Total current liabilities	40,659			45,445
Commitments and contingencies:
Canadian tax credit liability to sellers	1,486			1,616
Notes payable, less current maturities	14,196			12,407
Noncurrent deferred tax liability, net	2,856			3,006
Deferred revenue	101			194
Other long-term liabilities	1,822			1,701
Total liabilities	61,120			64,369
Stockholders’ equity:
Common stock	2			2
Additional paid-in capital	108,897			108,337
Accumulated other comprehensive loss	(2,392		)	(1,716		)
Accumulated deficit	(38,969		)	(35,226		)
Total stockholders’ equity	67,538			71,397
Total liabilities and stockholders' equity	$	128,658		$	135,766

Upland Software, Inc.

Condensed Consolidated Statement of Cash Flows

(Unaudited, in thousands)

	Three Months Ended March 31,
	2015			2014
Operating activities:
Net loss	$	(3,743	)	$	(12,620	)
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation & Amortization	2,001			1,798
Deferred Income Taxes	(73		)	(22		)
Foreign currency remeasurement loss	272			—
Non-cash interest and other expense	27			79
Non-cash stock compensation expense	554			184
Stock-based compensation-related party vendor	—			11,220
Changes in operating assets and liabilities, net of purchase:
Accounts receivable	(512		)	270
Prepaids and other	(394		)	(1,395		)
Accounts payable	859			193
Accrued expenses and other liabilities	(807		)	1,778
Deferred revenue	1,428			2,737
Net cash provided by (used in) operating activities	(388		)	4,222
Investing activities:
Purchases of property and equipment	(192		)	(231		)
Purchase business combinations, net of cash acquired	(2,820		)	—
Net cash used in investing activities	(3,012		)	(231		)
Financing activities:
Payments on capital leases	(231		)	(99		)
Payments on notes payable	(996		)	(1,765		)
Issuance of Series B redeemable preferred stock, net of issuance costs	—			(97		)
Issuance of common stock, net of issuance costs	6			—
Net cash used in financing activities	(1,221		)	(1,961		)
Effect of exchange rate fluctuations on cash	221			(67		)
Net change in cash and cash equivalents	(4,400		)	1,963
Cash and cash equivalents, beginning of period	30,988			4,703
Cash and cash equivalents, end of period	$	26,588		$	6,666

###

Investor Relations Contact:

Mike Hill
Upland Software

512.960.1031

investor-relations@uplandsoftware.com

Media Contact:

Karoline McLaughlin
Upland Software

512.960.1028

kmclaughlin@uplandsoftware.com

EX-99.2

Upland Software Announces $60 Million Credit Facility for Acquisitions

AUSTIN, Texas (May 14, 2015) – Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based Enterprise Work Management applications, today announced a new credit facility with Wells Fargo Capital Finance. The facility provides up to $60 million in borrowing capacity for acquisitions, general corporate purposes and to refinance existing debt. The facility permits Upland to issue an additional $10 million in subordinated seller notes for acquisitions. In addition, subject to liquidity requirements, the facility permits stock buybacks of up to $5 million.

“We see significant opportunities to grow Upland through thoughtful, accretive acquisitions that expand our family of cloud-based Enterprise Work Management products,” said Jack McDonald, Chairman and CEO of Upland Software. “This new financing, together with our more than $25 million in cash on hand, gives us strong buying power to execute on our acquisition plan.”

“The Upland team has an impressive track record and the company’s performance speaks volumes of its effective leadership and ability to execute,” said John Leonard, Head of Technology Finance of Wells Fargo Capital Finance. “We are pleased to accommodate the company's future acquisition plans and other capital needs. We view this as another example of our ability to deliver a breadth of products and services to support fast growing technology leaders.”

About Upland Software
Upland (Nasdaq: UPLD) is a leading provider of cloud-based Enterprise Work Management software. Our family of applications connects people through technology, automates the flow of work and brings visibility to all aspects of the organization. With more than 1,600 customers around the globe, and over 225,000 users, Upland helps teams in IT, marketing, finance, professional services and process excellence run their operations smoothly, adapt to change quickly and achieve better results every day. To learn more, visit www.uplandsoftware.com.

Forward-looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included herein regarding Upland Software’s strategy, prospects, plans and objectives of management and other statements about management’s beliefs, intentions or goals are forward-looking statements. The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions (or the negative of these terms) are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Upland Software may not actually achieve the expectations disclosed in the forward-looking statements, and you should not place undue reliance on Upland Software’s forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from the expectations disclosed in the forward-looking statements, including, but not limited to, our financial performance and our ability to achieve or sustain profitability or predict financial 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 ability to effectively manage our growth; 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; our ability to adapt to changing market conditions and competition; our ability to successfully enter new markets and manage our international expansion;

the operation of and reliability of our third-party data centers; and other risks and potential risk factors that could affect Upland’s business and financial results identified in Upland’s filings with the Securities and Exchange Commission (the “SEC”), including its annual report on Form 10-K filed with the SEC on March 31, 2015. 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 in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this this press release. Upland does not intend or undertake any duty to release publicly any updates or revisions to any forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

###

Investor Relations & Media Contact:
Karoline McLaughlin
Upland Software
512.960.1028
kmclaughlin@uplandsoftware.com