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 August 12, 2015. | |
UPLAND SOFTWARE, INC. | ||||
By: | /s/ John T. McDonald | |||
John T. McDonald Chief Executive Officer |
• | Total revenue was $17.7 million, an increase of 9% from total revenue of $16.2 million in the second quarter of 2014. On a constant currency basis, total revenue was $18.3 million with a year-over-year growth of 13%. |
• | Subscription and support revenue was $14.0 million, an increase of 19% from subscription and support revenue of $11.8 million in the second quarter of 2014. On a constant currency basis, year-over-year subscription and support revenue growth was 23%. |
• | GAAP net loss was $3.3 million compared to a GAAP net loss of $2.4 million in the second quarter of 2014, and GAAP net loss of $3.7 million in the first quarter of 2015. |
• | Adjusted EBITDA was $672 thousand, compared to $1.0 million in the second quarter of 2014 and $344 thousand in the first quarter of 2015. |
• | Cash on hand as of the end of the second quarter was $29.1 million. |
• | Added 81 new customer relationships, including 10 major accounts, in demanding verticals, such as healthcare, financial services, government and higher education. |
• | Delivered 3 new customer-driven product releases focused on providing greater productivity, efficiency and results for users of our: |
◦ | Enterprise Content Management application, FileBound, with enhanced records management capabilities and new compliance and governance controls, including electronic signature capture. |
◦ | Professional Services Automation application, Tenrox, with additional analytics views, a new project status reporting module, and enhanced recurring billing and financial planning processes. |
◦ | Project Portfolio Management application, PowerSteering, with performance and scalability enhancements that further extend its support for the continuous improvement initiatives of large-scale global companies. |
Upland Software, Inc. Condensed Consolidated Statements of Operations (Unaudited, in thousands, except share and per share data) | |||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2015 | 2014 | 2015 | 2014 | ||||
Revenue: | |||||||
Subscription and support | $ 14,023 | $ 11,805 | $ 28,345 | $ 23,542 | |||
Perpetual license | 846 | 657 | 1,657 | 1,097 | |||
Total product revenue | 14,869 | 12,462 | 30,002 | 24,639 | |||
Professional services | 2,809 | 3,749 | 5,204 | 7,185 | |||
Total revenue | 17,678 | 16,211 | 35,206 | 31,824 | |||
Cost of revenue: | |||||||
Subscription and support | 4,841 | 3,346 | 9,573 | 6,604 | |||
Professional Services | 1,732 | 2,340 | 3,640 | 4,737 | |||
Total cost of revenue | 6,573 | 5,686 | 13,213 | 11,341 | |||
Gross profit | 11,105 | 10,525 | 21,993 | 20,483 | |||
Operating expenses: | |||||||
Sales & marketing | 3,446 | 4,015 | 6,978 | 7,151 | |||
Research and development | 4,152 | 3,494 | 8,078 | 18,393 | |||
Refundable Canadian tax credits | (122) | (138) | (243) | (274) | |||
General and administrative | 4,714 | 3,053 | 9,833 | 5,676 | |||
Depreciation and amortization | 1,063 | 1,066 | 2,077 | 2,121 | |||
Acquisition-related expenses | 360 | 231 | 905 | 521 | |||
Total operating expenses | 13,613 | 11,721 | 27,628 | 33,588 | |||
Loss from operations | (2,508) | (1,196) | (5,635) | (13,105) | |||
Other Expense: | |||||||
Interest expense, net | (576) | (419) | (923) | (834) | |||
Other expense, net | (12) | (482) | (524) | (368) | |||
Total other expense | (588) | (901) | (1,447) | (1,202) | |||
Loss before provision for income taxes | (3,096) | (2,097) | (7,082) | (14,307) | |||
(Provision for) benefit from income taxes | (238) | (280) | 5 | (690) | |||
Net loss | $ (3,334) | $ (2,377) | $ (7,077) | $ (14,997) | |||
Preferred stock dividends and accretion | - | (440) | - | (875) | |||
Net loss attributable to common shareholders | $ (3,334) | $ (2,817) | $ (7,077) | $ (15,872) | |||
Net loss per common share: | |||||||
Net loss per common share, basic and diluted | $ (0.22) | $ (0.80) | $ (0.48) | $ (4.92) | |||
Weighted-average common shares outstanding, basic and diluted | 14,867,947 | 3,533,198 | 14,854,139 | 3,225,077 |
Upland Software, Inc. Reconciliation of GAAP Net Loss to Adjusted EBITDA (Unaudited, in thousands) | ||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||
2015 | 2014 | 2015 | 2014 | |||||
Reconciliation of Net loss to Adjusted EBITDA: | ||||||||
Net Loss | $ (3,334) | $ (2,377) | $ (7,077) | $(14,997) | ||||
Depreciation and amortization expense | 2,039 | 1,807 | 4,040 | 3,605 | ||||
Interest expense, net | 576 | 419 | 923 | 834 | ||||
Other expense (income), net | 12 | 482 | 524 | 368 | ||||
Provision for (benefit from) income taxes | 238 | 280 | (5) | 690 | ||||
Stock-based compensation expense | 781 | 183 | 1,335 | 367 | ||||
Acquisition-related expenses | 360 | 231 | 905 | 521 | ||||
Stock-based compensation expense - related party vendor | - | - | - | 11,220 | ||||
Non-recurring litigation costs | - | - | 371 | - | ||||
Adjusted EBITDA | $ 672 | $ 1,025 | $ 1,016 | $ 2,608 | ||||
Total Revenue | $ 17,678 | $ 16,211 | $ 35,206 | $ 31,824 | ||||
Adjusted EBITDA margin | 4% | 6% | 3% | 8% |
Upland Software, Inc. Supplemental Financial Information (Unaudited, in thousands) | |||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2015 | 2014 | 2015 | 2014 | ||||
Stock-based compensation: | |||||||
Cost of revenue | $ 5 | $ 12 | $ 17 | $ 24 | |||
Sales and marketing | 36 | 7 | 50 | 14 | |||
Research and development | 109 | 14 | 120 | 29 | |||
General and administrative | 631 | 150 | 1,149 | 300 | |||
Total | $ 781 | $ 183 | $ 1,336 | $ 367 | |||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2015 | 2014 | 2015 | 2014 | ||||
Depreciation: | |||||||
Cost of revenue | $ 449 | $ 287 | $ 910 | $ 576 | |||
Operating expense | 111 | 247 | 215 | 484 | |||
Total | $ 560 | $ 534 | $ 1,125 | $ 1,060 | |||
Amortization: | |||||||
Cost of revenue | $ 527 | $ 454 | $ 1,053 | $ 908 | |||
Operating expense | 952 | 819 | 1,862 | 1,637 | |||
Total | $ 1,479 | $ 1,273 | $ 2,915 | $ 2,545 |
Upland Software, Inc. Condensed Consolidated Balance Sheets (Unaudited, in thousands) | |||
June 30, | December 31, | ||
2015 | 2014 | ||
Assets | |||
Current assets: | |||
Cash and cash equivalents | $ 29,052 | $ 30,988 | |
Accounts receivable, net of allowance | 12,906 | 14,559 | |
Prepaid and other | 2,135 | 2,069 | |
Total current assets | 44,093 | 47,616 | |
Canadian tax credits receivable | 3,298 | 3,959 | |
Property and equipment, net | 4,221 | 3,930 | |
Intangible assets, net | 31,697 | 34,751 | |
Goodwill | 44,254 | 45,146 | |
Other assets | 317 | 284 | |
Total assets | $ 127,880 | $ 135,686 | |
Liabilities and stockholders' equity | |||
Current liabilities: | |||
Accounts payable | $ 2,659 | $ 2,258 | |
Accrued compensation | 2,762 | 2,372 | |
Accrued expenses and other | 3,082 | 4,304 | |
Deferred revenue | 21,629 | 21,182 | |
Due to seller | 1,471 | 4,365 | |
Current maturities of notes payable | 1,505 | 10,964 | |
Total current liabilities | 33,108 | 45,445 | |
Commitments and contingencies (Note 9) | |||
Canadian tax credit liability to sellers | 1,521 | 1,616 | |
Notes payable, less current maturities | 23,041 | 12,327 | |
Deferred revenue | 118 | 194 | |
Noncurrent deferred tax liability, net | 2,760 | 3,006 | |
Other long-term liabilities | 2,067 | 1,701 | |
Total liabilities | 62,615 | 64,289 | |
Total redeemable convertible preferred stock | |||
Stockholders' equity: | |||
Common stock | 2 | 2 | |
Additional paid-in capital | 109,770 | 108,337 | |
Accumulated other comprehensive loss | (2,204) | (1,716) | |
Accumulated deficit | (42,303) | (35,226) | |
Total stockholders' equity | 65,265 | 71,397 | |
Total liabilities and stockholders' equity | $ 127,880 | $ 135,686 |
Upland Software, Inc. Condensed Consolidated Statement of Cash Flows (Unaudited, in thousands) | |||
Six Months Ended June 30, | |||
2015 | 2014 | ||
Operating activities: | |||
Net loss | $ (7,077) | $ (14,997) | |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||
Depreciation & Amortization | 4,040 | 3,605 | |
Deferred Income Taxes | 335 | 286 | |
Foreign currency remeasurement loss | 292 | - | |
Non-cash interest and other expense | 246 | 462 | |
Non-cash stock compensation expense | 1,335 | 367 | |
Stock-based compensation-related party vendor | - | 11,220 | |
Changes in operating assets and liabilities, net of purchase business combinations: | |||
Accounts receivable | 1,517 | (3,036) | |
Prepaids and other | (101) | (1,646) | |
Accounts payable | 414 | 375 | |
Accrued expenses and other liabilities | (1,017) | 676 | |
Deferred revenue | 888 | 2,985 | |
Net cash provided by (used in) operating activities | 872 | 297 | |
Investing activities: | |||
Purchases of property and equipment | (325) | (324) | |
Purchase of customer relationship | (372) | - | |
Purchase business combinations, net of cash acquired | (2,820) | - | |
Net cash used in investing activities | (3,517) | (324) | |
Financing activities: | |||
Payments on capital leases | (481) | (231) | |
Proceeds from notes payable, net of issuance costs | 23,824 | 1500 | |
Payments on notes payable | (22,872) | (2,795) | |
Issuance of Series B redeemable preferred stock, net of issuance costs | - | (97) | |
Issuance of common stock, net of issuance costs | 98 | - | |
Net cash provided by (used in) financing activities | 608 | (1,623) | |
Effect of exchange rate fluctuations on cash | 101 | 6 | |
Net change in cash and cash equivalents | (1,936) | (1,644) | |
Cash and cash equivalents, beginning of period | 30,988 | 4,703 | |
Cash and cash equivalents, end of period | $ 29,052 | $ 3,059 |