Delaware | 001-36720 | 27-2992077 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Exhibit No. | Description | |
99.1 | Press release issued by Upland Software, Inc., dated March 26, 2014. | |
UPLAND SOFTWARE, INC. | ||||
By: | /s/ John T. McDonald | |||
John T. McDonald Chief Executive Officer |
• | Total revenue was $16.5 million, an increase of 36% from total revenue of $12.1 million in the fourth quarter of 2013. On a constant currency basis, total revenue was $16.8 million with a year-over-year growth of 39%. |
• | Subscription and support revenue was $12.7 million, an increase of 42% from subscription and support revenue of $9.0 million in the fourth quarter of 2013. On a constant currency basis, year-over-year subscription and support revenue growth was 45%. |
• | GAAP net loss was $2.7 million compared to a net loss of $5.2 million in the fourth quarter of 2013. |
• | Adjusted EBITDA was $698 thousand, an increase of 712% compared to $86 thousand in the fourth quarter of 2013. A reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure, is provided in the financial tables that accompany this release. |
• | Cash on hand as of the end of the fourth quarter was $31.0 million. |
• | Total revenue was $64.6 million, an increase of 57% compared to total revenue of $41.2 million in 2013. On a constant currency basis, total revenue was $65.8 million with a year-over-year growth of 60%. |
• | Subscription and support revenue was $48.6 million, an increase of 57% compared to subscription and support revenue of $30.9 million in 2013. On a constant currency basis, year-over-year growth in subscription and support revenue was 60%. |
• | GAAP net loss was $20.1 million compared to a net loss of $9.2 million in 2013. GAAP net loss for 2014 reflects a pre-IPO one-time non-cash charge of $11.2 million. |
• | Adjusted EBITDA was $3.9 million, an increase of 44% compared to $2.7 million in 2013. |
• | Added 85 new customer relationships, including 8 major accounts, during the fourth quarter, increasing our year-end 2014 total customer count to over 1,600 with more than 225,000 users. |
• | Opened our first European data center in London during the third quarter, a highly secure facility to serve EMEA customers. |
• | Improved our annual dollar renewal rate (DRR) to 96% for the full year 2014 from 90% for the full year 2013. |
• | Increased our contracted annualized recurring revenue (CARR) to $57.9 million from $49.1 million on a constant currency basis at year-end 2014. |
• | Continued customer-driven innovation with major productivity-enhancing product releases in the fourth quarter, including new releases of our: |
◦ | IT Financial Management application, ComSci, with new and enhanced capabilities for cost modeling and optimization, enabling customers to take a more predictive and prescriptive approach to improving business performance; |
◦ | Enterprise Content Management application, FileBound, with enhanced mobile capability and detailed analytics around defined workflows as well as content in use; |
◦ | Professional Services Automation application, Tenrox, with financial planning and analytical enhancements, expanded platform support and improved performance. |
• | Expanded our product family by acquiring two cloud-based software businesses: Solution Q, Inc. and its SaaS project and portfolio management (PPM) application, Eclipse PPM, and Mobile Commons, Inc. and its cloud-based, mobile engagement management application. |
• | Became a public company and commenced trading on the Nasdaq Global Market (NASDAQ) under the ticker symbol “UPLD” on November 6, 2014. |
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||
2014 | 2013 | 2014 | 2013 | ||||||
Revenue: | |||||||||
Subscription and support | $ 12,715 | $ 8,974 | $ 48,625 | $ 30,887 | |||||
Perpetual license | 840 | 868 | 2,787 | 2,003 | |||||
Total product revenue | 13,555 | 9,842 | 51,412 | 32,890 | |||||
Professional services | 2,920 | 2,292 | 13,162 | 8,303 | |||||
Total revenue | 16,475 | 12,134 | 64,574 | 41,193 | |||||
Cost of revenue: | |||||||||
Subscription and support | 3,950 | 2,429 | 14,042 | 7,787 | |||||
Professional Services | 2,037 | 1,425 | 9,079 | 5,680 | |||||
Total cost of revenue | 5,987 | 3,854 | 23,121 | 13,467 | |||||
Gross profit | 10,488 | 8,280 | 41,453 | 27,726 | |||||
Operating expenses: | |||||||||
Sales and marketing | 3,752 | 3,496 | 14,670 | 10,625 | |||||
Research and development | 3,979 | 3,204 | 26,165 | 10,340 | |||||
Refundable Canadian tax credits | (682) | (143) | (1,094) | (583) | |||||
General and administrative | 4,330 | 2,250 | 13,561 | 6,832 | |||||
Depreciation and amortization | 1,122 | 735 | 4,310 | 3,670 | |||||
Acquisition-related expenses | 1,557 | 911 | 2,186 | 1,461 | |||||
Total operating expenses | 14,058 | 10,453 | 59,798 | 32,345 | |||||
Loss from operations | (3,570) | (2,173) | (18,345) | (4,619) | |||||
Other Expense: | |||||||||
Interest expense, net | (720) | (1,816) | (1,951) | (2,797) | |||||
Other income (expense), net | 409 | (553) | 101 | (431) | |||||
Total other expense | (311) | (2,369) | (1,850) | (3,228) | |||||
Loss before provision for income taxes | (3,881) | (4,542) | (20,195) | (7,847) | |||||
Provision for income taxes | 1,206 | (506) | 78 | (708) | |||||
Loss from continuing operations | (2,675) | (5,048) | (20,117) | (8,555) | |||||
Loss from discontinued operations | 0 | (131) | 0 | (642) | |||||
Net loss | (2,675) | (5,179) | (20,117) | (9,197) | |||||
Preferred stock dividends and accretion | (204) | (65) | (1,524) | (98) | |||||
Net loss attributable to common shareholders | (2,879) | (5,244) | (21,641) | (9,295) | |||||
Net loss per common share: | |||||||||
Loss from continuing operations per common share, basic and diluted | $ (0.30) | $ (3.57) | $ (4.43) | $ (7.23) | |||||
Income (loss) from discontinued operations per common share, | |||||||||
basic and diluted | 0 | $ (0.09) | 0 | $ (0.54) | |||||
Net loss per common share, basic and diluted | $ (0.30) | $ (3.66) | $ (4.43) | $ (7.77) | |||||
Weighted-average common shares outstanding, basic and diluted | 9,507,246 | 1,430,233 | 4,889,901 | 1,196,668 |
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||
2014 | 2013 | 2014 | 2013 | ||||
Basic and Diluted: | |||||||
GAAP basic weighted average common shares | 9,507,246 | 1,430,233 | 4,889,901 | 1,196,668 | |||
Add: Weighted average shares from assumed conversion of redeemable convertible preferred stock | 3,164,456 | 5,084,126 | 5,916,971 | 4,801,945 | |||
Basic and Diluted weighted-average common shares (as converted basis) | 12,671,702 | 6,514,359 | 10,806,872 | 5,998,613 |
Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
2014 | 2013 | 2014 | 2013 | |||||
Reconciliation of Net loss to Adjusted EBITDA: | ||||||||
Net Loss | $ (2,675) | $ (5,179) | $ (20,117) | $ (9,197) | ||||
Net (income)/loss from discontinued operations | 0 | 131 | 0 | 642 | ||||
Depreciation and amortization expense | 1,994 | 1,223 | 7,456 | 5,310 | ||||
Interest expense, net | 720 | 1,816 | 1,951 | 2,797 | ||||
Other expense (income), net | (409) | 553 | (101) | 431 | ||||
Provision for income taxes | (1,206) | 506 | (78) | 708 | ||||
Stock-based compensation expense | 460 | 125 | 1,077 | 498 | ||||
Acquisition-related expenses | 1,557 | 911 | 2,186 | 1,461 | ||||
Stock-based compensation expense - related party vendor | 0 | 0 | 11,220 | 0 | ||||
Non-recurring litigation costs | 257 | 0 | 257 | 0 | ||||
Adjusted EBITDA | $ 698 | $ 86 | $ 3,851 | $ 2,650 | ||||
Total Revenue | $ 16,475 | $ 12,134 | $ 64,574 | $ 41,193 | ||||
Adjusted EBITDA margin | 4.2% | 0.7% | 6.0% | 6.4% |
December 31, | December 31, | |||
2014 | 2013 | |||
Assets | ||||
Current assets: | ||||
Cash | $ 30,988 | $ 4,703 | ||
Accounts receivable, net of allowance | 14,559 | 11,026 | ||
Prepaid and other | 2,069 | 2,562 | ||
Total current assets | 47,616 | 18,291 | ||
Canadian tax credits receivable | 3,959 | 3,583 | ||
Property and equipment, net | 3,930 | 3,942 | ||
Intangible assets, net | 34,751 | 34,747 | ||
Goodwill | 45,146 | 33,630 | ||
Other assets | 364 | 654 | ||
Total assets | $ 135,766 | $ 94,847 | ||
Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Equity (deficit) | ||||
Current liabilities: | ||||
Accounts payable | $ 2,258 | $ 1,280 | ||
Accrued compensation | 2,372 | 2,725 | ||
Accrued expenses and other | 4,304 | 2,654 | ||
Deferred revenue | 21,182 | 16,620 | ||
Due to seller | 4,365 | 1,033 | ||
Current maturities of notes payable | 10,964 | 5,245 | ||
Total current liabilities | $ 45,445 | $ 29,557 | ||
Commitments and contingencies: | ||||
Canadian tax credit liability to sellers | 1,616 | 2,595 | ||
Notes payable, less current maturities | 12,407 | 23,438 | ||
Deferred tax liability | 3,006 | 3,084 | ||
Deferred revenue | 194 | 416 | ||
Other long term liabilities | 1,701 | 1,101 | ||
Total liabilities | 64,369 | 60,191 | ||
Redeemable convertible preferred stock | 0 | 50,538 | ||
Stockholders’ equity (deficit): | ||||
Common stock | 2 | 0 | ||
Additional paid-in capital | 108,337 | 0 | ||
Accumulated other comprehensive loss | (1,716) | (773) | ||
Accumulated deficit | (35,226) | (15,109) | ||
Total stockholders’ equity (deficit) | 71,397 | (15,882) | ||
Total Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Equity (deficit) | $ 135,766 | $ 94,847 |
Twelve Months Ended December 31, | ||||
2014 | 2013 | |||
Operating activities: | ||||
Net loss | $ (20,117) | $ (9,197) | ||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||
Depreciation & Amortization | 7,457 | 5,595 | ||
Deferred Income Taxes | (703) | (104) | ||
Non-cash interest and other expense | 589 | 1,585 | ||
Non-cash stock compensation expense | 1,077 | 498 | ||
Stock-based compensation-related party vendor | 11,220 | 0 | ||
Changes in operating assets and liabilities, net of purchase: | ||||
Accounts receivable | (1,579) | 2,941 | ||
Prepaids and other | 243 | (1,617) | ||
Accounts payable | 1,116 | (1,113) | ||
Accrued expenses and other liabilities | (752) | 2,176 | ||
Deferred revenue | 2,626 | (1,003) | ||
Net cash provided by (used in) operating activities | 1,177 | (239) | ||
Investing activities: | ||||
Purchases of property and equipment | (861) | (263) | ||
Purchase business combinations, net of cash acquired | (6,217) | (28,175) | ||
Cash included in distribution of spin-off | 0 | (127) | ||
Net cash used in investing activities | (7,078) | (28,565) | ||
Financing activities: | ||||
Payments on capital leases | (541) | (351) | ||
Proceeds from notes payable | 5,685 | 28,036 | ||
Payments on notes payable | (10,910) | (17,516) | ||
Issuance of redeemable preferred stock, net of issuance costs | (97) | 19,716 | ||
Issuance of common stock, net of issuance costs | 38,846 | 0 | ||
Additional consideration paid to sellers of businesses | (599) | (321) | ||
Net cash provided by (used in) financing activities | 32,384 | 29,564 | ||
Effect of exchange rate fluctuations on cash | (198) | 51 | ||
Net change in cash and cash equivalents | 26,285 | 811 | ||
Cash and cash equivalents, beginning of period | 4,703 | 3,892 | ||
Cash and cash equivalents, end of period | $ 30,988 | $ 4,703 | ||
Supplemental disclosures of cash flow information | ||||
Cash paid for interest | $ 1,382 | $ 1,221 | ||
Cash paid for taxes | 252 | 287 | ||
Noncash investing and financing activities | ||||
Notes payable issue to sellers in business combinations | 0 | $ 3,500 | ||
Equipment acquired pursuant to capital lease obligations | $ 406 | $ 649 |