|
|
|
|
|
|
State of Delaware
|
27-2992077
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
401 Congress Avenue, Suite 1850
Austin, Texas
|
78701
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Class
|
|
Shares Outstanding at August 4, 2017
|
Common Stock, $0.0001 par value
|
|
20,599,395
|
|
|
Page
|
|
||
|
||
|
Condensed Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016
|
|
|
Condensed Consolidated Statements of Operations for the Three and Six months ended June 30, 2017 and June 30, 2016
|
|
|
Condensed Consolidated Statements of Comprehensive Loss for the Three and Six months ended June 30, 2017 and June 30, 2016
|
|
|
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and June 30, 2016
|
|
|
||
|
June 30,
2017 |
|
December 31, 2016
|
||||
|
(unaudited)
|
|
(audited)
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
57,420
|
|
|
$
|
28,758
|
|
Accounts receivable (net of allowance of $940 and $658 at June 30, 2017 and December 31, 2016, respectively)
|
14,278
|
|
|
15,254
|
|
||
Prepaid and other
|
2,766
|
|
|
3,287
|
|
||
Total current assets
|
74,464
|
|
|
47,299
|
|
||
Canadian tax credits receivable
|
1,242
|
|
|
978
|
|
||
Property and equipment, net
|
3,876
|
|
|
4,356
|
|
||
Intangible assets, net
|
41,172
|
|
|
28,512
|
|
||
Goodwill
|
103,778
|
|
|
69,097
|
|
||
Other assets
|
330
|
|
|
346
|
|
||
Total assets
|
$
|
224,862
|
|
|
$
|
150,588
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
2,482
|
|
|
$
|
1,268
|
|
Accrued compensation
|
2,469
|
|
|
2,541
|
|
||
Accrued expenses and other
|
7,704
|
|
|
5,505
|
|
||
Deferred revenue
|
29,870
|
|
|
23,552
|
|
||
Due to sellers
|
6,695
|
|
|
4,642
|
|
||
Current maturities of notes payable (includes unamortized discount of $103 and $329 at June 30, 2017 and December 31, 2016, respectively)
|
3,666
|
|
|
2,190
|
|
||
Total current liabilities
|
52,886
|
|
|
39,698
|
|
||
Canadian tax credit liability to sellers
|
—
|
|
|
361
|
|
||
Notes payable, less current maturities (includes unamortized discount of $307 and $1,113 at June 30, 2017 and December 31, 2016, respectively)
|
68,593
|
|
|
45,739
|
|
||
Deferred revenue
|
1,372
|
|
|
247
|
|
||
Noncurrent deferred tax liability, net
|
3,853
|
|
|
3,404
|
|
||
Other long-term liabilities
|
1,624
|
|
|
2,126
|
|
||
Total liabilities
|
128,328
|
|
|
91,575
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.0001 par value; 50,000,000 shares authorized: 20,599,395 and 17,785,288 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
173,179
|
|
|
124,566
|
|
||
Accumulated other comprehensive loss
|
(2,819
|
)
|
|
(3,152
|
)
|
||
Accumulated deficit
|
(73,828
|
)
|
|
(62,403
|
)
|
||
Total stockholders’ equity
|
96,534
|
|
|
59,013
|
|
||
Total liabilities and stockholders’ equity
|
$
|
224,862
|
|
|
$
|
150,588
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription and support
|
$
|
19,407
|
|
|
$
|
16,220
|
|
|
$
|
37,542
|
|
|
$
|
31,461
|
|
Perpetual license
|
1,746
|
|
|
458
|
|
|
2,440
|
|
|
776
|
|
||||
Total product revenue
|
21,153
|
|
|
16,678
|
|
|
39,982
|
|
|
32,237
|
|
||||
Professional services
|
2,128
|
|
|
1,892
|
|
|
4,051
|
|
|
3,915
|
|
||||
Total revenue
|
23,281
|
|
|
18,570
|
|
|
44,033
|
|
|
36,152
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription and support
|
6,676
|
|
|
5,634
|
|
|
12,569
|
|
|
10,860
|
|
||||
Professional services
|
1,327
|
|
|
1,106
|
|
|
2,462
|
|
|
2,730
|
|
||||
Total cost of revenue
|
8,003
|
|
|
6,740
|
|
|
15,031
|
|
|
13,590
|
|
||||
Gross profit
|
15,278
|
|
|
11,830
|
|
|
29,002
|
|
|
22,562
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
4,037
|
|
|
2,953
|
|
|
7,258
|
|
|
6,022
|
|
||||
Research and development
|
4,003
|
|
|
4,054
|
|
|
7,480
|
|
|
7,964
|
|
||||
Refundable Canadian tax credits
|
(112
|
)
|
|
(116
|
)
|
|
(229
|
)
|
|
(225
|
)
|
||||
General and administrative
|
6,576
|
|
|
4,547
|
|
|
12,480
|
|
|
8,670
|
|
||||
Depreciation and amortization
|
1,299
|
|
|
1,476
|
|
|
2,463
|
|
|
2,948
|
|
||||
Acquisition-related expenses
|
2,278
|
|
|
1,380
|
|
|
5,969
|
|
|
3,808
|
|
||||
Total operating expenses
|
18,081
|
|
|
14,294
|
|
|
35,421
|
|
|
29,187
|
|
||||
Loss from operations
|
(2,803
|
)
|
|
(2,464
|
)
|
|
(6,419
|
)
|
|
(6,625
|
)
|
||||
Other expense:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(1,160
|
)
|
|
(662
|
)
|
|
(2,095
|
)
|
|
(1,223
|
)
|
||||
Loss on debt extinguishment
|
(1,634
|
)
|
|
—
|
|
|
(1,634
|
)
|
|
—
|
|
||||
Other expense, net
|
(18
|
)
|
|
(293
|
)
|
|
(130
|
)
|
|
(1,041
|
)
|
||||
Total other expense
|
(2,812
|
)
|
|
(955
|
)
|
|
(3,859
|
)
|
|
(2,264
|
)
|
||||
Loss before provision for income taxes
|
(5,615
|
)
|
|
(3,419
|
)
|
|
(10,278
|
)
|
|
(8,889
|
)
|
||||
Provision for income taxes
|
(196
|
)
|
|
(158
|
)
|
|
(1,147
|
)
|
|
(261
|
)
|
||||
Net loss
|
$
|
(5,811
|
)
|
|
$
|
(3,577
|
)
|
|
$
|
(11,425
|
)
|
|
$
|
(9,150
|
)
|
Net loss per common share:
|
|
|
|
|
|
|
|
||||||||
Net loss per common share, basic and diluted
|
$
|
(0.33
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
(0.58
|
)
|
Weighted-average common shares outstanding, basic and diluted
|
17,778,184
|
|
|
16,269,808
|
|
|
17,374,789
|
|
|
15,851,106
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net loss
|
|
$
|
(5,811
|
)
|
|
$
|
(3,577
|
)
|
|
$
|
(11,425
|
)
|
|
$
|
(9,150
|
)
|
Foreign currency translation adjustment
|
|
255
|
|
|
5
|
|
|
333
|
|
|
481
|
|
||||
Comprehensive loss
|
|
$
|
(5,556
|
)
|
|
$
|
(3,572
|
)
|
|
$
|
(11,092
|
)
|
|
$
|
(8,669
|
)
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(11,425
|
)
|
|
$
|
(9,150
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
5,046
|
|
|
5,075
|
|
||
Deferred income taxes
|
|
392
|
|
|
102
|
|
||
Foreign currency re-measurement (gain) loss
|
|
(182
|
)
|
|
(261
|
)
|
||
Non-cash interest and other expense
|
|
120
|
|
|
129
|
|
||
Non-cash stock compensation expense
|
|
5,920
|
|
|
1,564
|
|
||
Loss on disposal of business
|
|
—
|
|
|
731
|
|
||
Non-cash loss on retirement of fixed assets
|
|
(18
|
)
|
|
—
|
|
||
Non-cash loss on debt extinguishment
|
|
1,634
|
|
|
—
|
|
||
Changes in operating assets and liabilities, net of purchase business combinations:
|
|
|
|
|
||||
Accounts receivable
|
|
4,038
|
|
|
1,364
|
|
||
Prepaids and other
|
|
846
|
|
|
549
|
|
||
Accounts payable
|
|
857
|
|
|
(1,509
|
)
|
||
Accrued expenses and other liabilities
|
|
(462
|
)
|
|
258
|
|
||
Deferred revenue
|
|
(1,024
|
)
|
|
2,095
|
|
||
Net cash provided by operating activities
|
|
5,742
|
|
|
947
|
|
||
Investing activities
|
|
|
|
|
||||
Purchase of property and equipment
|
|
(375
|
)
|
|
(851
|
)
|
||
Purchase of customer relationships
|
|
(55
|
)
|
|
(408
|
)
|
||
Purchase business combinations, net of cash acquired
|
|
(37,041
|
)
|
|
(11,844
|
)
|
||
Net cash used in investing activities
|
|
(37,471
|
)
|
|
(13,103
|
)
|
||
Financing activities
|
|
|
|
|
||||
Payments on capital leases
|
|
(745
|
)
|
|
(908
|
)
|
||
Proceeds from notes payable, net of issuance costs
|
|
33,308
|
|
|
14,987
|
|
||
Payments on notes payable
|
|
(10,725
|
)
|
|
(1,122
|
)
|
||
Issuance of common stock, net of issuance costs
|
|
42,701
|
|
|
113
|
|
||
Additional consideration paid to sellers of businesses
|
|
(4,338
|
)
|
|
(1,484
|
)
|
||
Net cash provided by financing activities
|
|
60,201
|
|
|
11,586
|
|
||
Effect of exchange rate fluctuations on cash
|
|
190
|
|
|
284
|
|
||
Change in cash and cash equivalents
|
|
28,662
|
|
|
(286
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
28,758
|
|
|
18,473
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
57,420
|
|
|
$
|
18,187
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
1,984
|
|
|
$
|
1,093
|
|
Cash paid for taxes
|
|
$
|
1,172
|
|
|
$
|
249
|
|
Noncash investing and financing activities:
|
|
|
|
|
||||
Equipment acquired pursuant to capital lease obligations
|
|
$
|
165
|
|
|
$
|
340
|
|
Issuance of common stock in business combination
|
|
$
|
—
|
|
|
$
|
5,700
|
|
|
Preliminary
|
|
Finalized
|
||||||||||||||||
|
RightAnswers
|
|
Omtool
|
|
API
|
|
HipCricket
|
|
LeadLander
|
||||||||||
Year Acquired
|
2017
|
|
2017
|
|
2016
|
|
2016
|
|
2016
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
|
$
|
139
|
|
|
$
|
2,957
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
365
|
|
Accounts receivable
|
2,164
|
|
|
784
|
|
|
821
|
|
|
1,226
|
|
|
199
|
|
|||||
Other current assets
|
94
|
|
|
405
|
|
|
54
|
|
|
273
|
|
|
55
|
|
|||||
Property and equipment
|
158
|
|
|
63
|
|
|
68
|
|
|
—
|
|
|
5
|
|
|||||
Customer relationships
|
5,700
|
|
|
4,390
|
|
|
1,420
|
|
|
1,000
|
|
|
970
|
|
|||||
Trade name
|
200
|
|
|
170
|
|
|
40
|
|
|
70
|
|
|
70
|
|
|||||
Technology
|
2,600
|
|
|
3,180
|
|
|
810
|
|
|
900
|
|
|
1,410
|
|
|||||
Goodwill
|
20,238
|
|
|
14,003
|
|
|
3,420
|
|
|
8,531
|
|
|
13,104
|
|
|||||
Other assets
|
—
|
|
|
33
|
|
|
89
|
|
|
—
|
|
|
6
|
|
|||||
Total assets acquired
|
31,293
|
|
|
25,985
|
|
|
6,847
|
|
|
12,000
|
|
|
16,184
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
(138
|
)
|
|
(219
|
)
|
|
(11
|
)
|
|
(44
|
)
|
|
—
|
|
|||||
Accrued expense and other
|
(1,317
|
)
|
|
(934
|
)
|
|
(137
|
)
|
|
—
|
|
|
(254
|
)
|
|||||
Deferred revenue
|
(5,540
|
)
|
|
(2,618
|
)
|
|
(1,699
|
)
|
|
(356
|
)
|
|
(910
|
)
|
|||||
Total liabilities assumed
|
(6,995
|
)
|
|
(3,771
|
)
|
|
(1,847
|
)
|
|
(400
|
)
|
|
(1,164
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total consideration
|
$
|
24,298
|
|
|
$
|
22,214
|
|
|
$
|
5,000
|
|
|
$
|
11,600
|
|
|
$
|
15,020
|
|
|
Fair Value Measurements at December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Earnout consideration liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,500
|
|
|
$
|
2,500
|
|
|
Fair Value Measurements at June 30, 2017
|
||||||||||||||
|
(unaudited)
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Earnout consideration liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,000
|
|
|
$
|
4,000
|
|
Balance at December 31, 2016
|
$
|
69,097
|
|
Acquired in business combinations
|
34,258
|
|
|
Foreign currency translation adjustment
|
423
|
|
|
Balance at June 30, 2017
|
$
|
103,778
|
|
|
Estimated Useful
Life (Years) |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
||||||
June 30, 2017:
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
1-10
|
|
$
|
43,102
|
|
|
$
|
14,560
|
|
|
$
|
28,542
|
|
Trade name
|
1.5-3
|
|
3,014
|
|
|
2,676
|
|
|
338
|
|
|||
Developed technology
|
4-7
|
|
21,091
|
|
|
8,799
|
|
|
12,292
|
|
|||
Total intangible assets
|
|
|
$
|
67,207
|
|
|
$
|
26,035
|
|
|
$
|
41,172
|
|
|
Estimated Useful
Life (Years)
|
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
December 31, 2016:
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
1-10
|
|
$
|
32,703
|
|
|
$
|
12,418
|
|
|
$
|
20,285
|
|
Trade name
|
1.5-3
|
|
2,636
|
|
|
2,462
|
|
|
174
|
|
|||
Developed technology
|
4-7
|
|
15,228
|
|
|
7,175
|
|
|
8,053
|
|
|||
Total intangible assets
|
|
|
$
|
50,567
|
|
|
$
|
22,055
|
|
|
$
|
28,512
|
|
|
June 30, 2017
|
|
December 31, 2016
|
Customer relationships
|
9.4
|
|
9.3
|
Trade name
|
0.5
|
|
2.8
|
Developed technology
|
6.2
|
|
6.3
|
Total weighted-average amortization period
|
8.0
|
|
8.0
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Senior secured loans (includes unamortized discount of $410 and $1,442 based on an imputed interest rate of 6.2% and 6.6%, at June 30, 2017 and December 31, 2016, respectively)
|
$
|
72,259
|
|
|
$
|
47,929
|
|
Less current maturities
|
(3,666
|
)
|
|
(2,190
|
)
|
||
Total long-term debt
|
$
|
68,593
|
|
|
$
|
45,739
|
|
•
|
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.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net Loss
|
$
|
(5,811
|
)
|
|
$
|
(3,577
|
)
|
|
$
|
(11,425
|
)
|
|
$
|
(9,150
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted–average common shares outstanding, basic and diluted
|
17,778,184
|
|
|
16,269,808
|
|
|
17,374,789
|
|
|
15,851,106
|
|
||||
Net loss per common share, basic and diluted
|
$
|
(0.33
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
(0.58
|
)
|
|
|
Number of
Restricted Shares Outstanding |
|
Weighted-Average Grant Date Fair Value
|
|||
Unvested balances at December 31, 2016
|
|
839,477
|
|
|
$
|
7.55
|
|
Awards granted
|
|
666,853
|
|
|
|
||
Awards vested
|
|
(212,241
|
)
|
|
|
||
Awards forfeited
|
|
(20,001
|
)
|
|
|
||
Unvested balances at June 30, 2017
|
|
1,274,088
|
|
|
$
|
11.22
|
|
|
|
Number of
Options Outstanding |
|
Weighted–
Average Exercise Price |
|||
Outstanding at December 31, 2016
|
|
759,719
|
|
|
$
|
6.06
|
|
Options granted
|
|
—
|
|
|
$
|
—
|
|
Options exercised
|
|
(64,374
|
)
|
|
$
|
4.63
|
|
Options forfeited
|
|
(3,154
|
)
|
|
$
|
6.21
|
|
Options expired
|
|
(94
|
)
|
|
$
|
6.26
|
|
Outstanding at June 30, 2017
|
|
692,097
|
|
|
$
|
6.20
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of revenue
|
$
|
113
|
|
|
$
|
8
|
|
|
$
|
131
|
|
|
$
|
15
|
|
Research and development
|
282
|
|
|
28
|
|
|
341
|
|
|
42
|
|
||||
Sales and marketing
|
54
|
|
|
32
|
|
|
77
|
|
|
45
|
|
||||
General and administrative
|
3,167
|
|
|
802
|
|
|
5,371
|
|
|
1,462
|
|
||||
Total
|
$
|
3,616
|
|
|
$
|
870
|
|
|
$
|
5,920
|
|
|
$
|
1,564
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
U.S.
|
$
|
18,016
|
|
|
$
|
15,733
|
|
|
$
|
35,624
|
|
|
$
|
30,163
|
|
Canada
|
1,234
|
|
|
1,011
|
|
|
2,080
|
|
|
2,013
|
|
||||
Other International
|
4,031
|
|
|
1,826
|
|
|
6,329
|
|
|
3,976
|
|
||||
Total Revenues
|
$
|
23,281
|
|
|
$
|
18,570
|
|
|
$
|
44,033
|
|
|
$
|
36,152
|
|
•
|
our financial performance and our ability to achieve or sustain profitability or predict future 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 team 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 and reliability of our third-party data centers and hosting providers;
|
•
|
our ability to manage our consultants and contractors;
|
•
|
our ability to adapt to technological change and continue to innovate;
|
•
|
economic and financial conditions;
|
•
|
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 ability to comply with privacy laws and regulations; and
|
•
|
other risk factors included under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 30, 2017, as updated by this Quarterly Report on Form 10-Q.
|
•
|
Project & Information Technology (IT) Management
. Enables users to manage their organization’s projects, professional workforce and IT costs.
|
•
|
Workflow Automation
. Enables users to automate document-intensive workflow business processes across their enterprise and supply chain.
|
•
|
Digital Engagement
. Enables users to effectively engage with their customers, prospects and community via the web and mobile technologies.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(dollars in thousands)
|
||||||||||||||
Reconciliation of Net loss to Adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
Net Loss
|
$
|
(5,811
|
)
|
|
$
|
(3,577
|
)
|
|
$
|
(11,425
|
)
|
|
$
|
(9,150
|
)
|
Add:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization expense
|
2,648
|
|
|
2,560
|
|
|
5,046
|
|
|
5,075
|
|
||||
Interest expense, net
|
1,160
|
|
|
662
|
|
|
2,095
|
|
|
1,223
|
|
||||
Loss on debt extinguishment
|
1,634
|
|
|
—
|
|
|
1,634
|
|
|
—
|
|
||||
Other expense, net
|
18
|
|
|
293
|
|
|
130
|
|
|
1,041
|
|
||||
Provision for income taxes
|
196
|
|
|
158
|
|
|
1,147
|
|
|
261
|
|
||||
Stock-based compensation expense
|
3,616
|
|
|
870
|
|
|
5,920
|
|
|
1,564
|
|
||||
Acquisition-related expense
|
2,278
|
|
|
1,380
|
|
|
5,969
|
|
|
3,808
|
|
||||
Nonrecurring litigation expense
|
—
|
|
|
13
|
|
|
—
|
|
|
25
|
|
||||
Purchase accounting deferred revenue discount
|
1,059
|
|
|
417
|
|
|
1,738
|
|
|
932
|
|
||||
Adjusted EBITDA
|
$
|
6,798
|
|
|
$
|
2,776
|
|
|
$
|
12,254
|
|
|
$
|
4,779
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average ordinary shares outstanding - basic
|
17,778,184
|
|
|
16,269,808
|
|
|
17,374,789
|
|
|
15,851,106
|
|
||||
Weighted average ordinary shares outstanding - diluted
|
19,072,485
|
|
|
16,623,849
|
|
|
18,414,616
|
|
|
16,164,234
|
|
||||
Adjusted EBITDA per share - basic
|
$
|
0.38
|
|
|
$
|
0.17
|
|
|
$
|
0.71
|
|
|
$
|
0.30
|
|
Adjusted EBITDA per share - diluted
|
$
|
0.36
|
|
|
$
|
0.17
|
|
|
$
|
0.67
|
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenue- plus purchase accounting deferred revenue discount
|
$
|
24,340
|
|
|
$
|
18,987
|
|
|
$
|
45,771
|
|
|
$
|
37,084
|
|
Adjusted EBITDA margin (using Total revenue plus purchase accounting deferred revenue discount)
|
28
|
%
|
|
15
|
%
|
|
27
|
%
|
|
13
|
%
|
||||
Total revenue
|
$
|
23,281
|
|
|
$
|
18,570
|
|
|
$
|
44,033
|
|
|
$
|
36,152
|
|
Adjusted EBITDA margin
|
29
|
%
|
|
15
|
%
|
|
28
|
%
|
|
13
|
%
|
•
|
Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items that can vary substantially from company to company depending upon their financing, capital structures and the method by which assets were acquired;
|
•
|
Our management uses Adjusted EBITDA in conjunction with GAAP financial measures for planning purposes, in the preparation of our annual operating budget, as a measure of our operating performance, to
|
•
|
Adjusted EBITDA 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.
|
•
|
Depreciation and amortization are non-cash charges, and the assets being depreciated or amortized will often have to be replaced in the future. Adjusted EBITDA does not reflect cash requirements for such replacements; however, much of the depreciation and amortization currently reflected relates to amortization of acquired intangible assets as a result of business combination purchase accounting adjustments, which will not need to be replaced in the future;
|
•
|
Adjusted EBITDA may not reflect changes in, or cash requirements for, our working capital needs or contractual commitments;
|
•
|
Adjusted EBITDA does not reflect the potentially dilutive impact of stock-based compensation;
|
•
|
Adjusted EBITDA does not reflect the revenue discount required by purchase accounting that could reduce cash available for use;
|
•
|
Adjusted EBITDA does not reflect interest, loss on debt extinguishment or tax payments that could reduce cash available for use; and,
|
•
|
Other companies, including companies in our industry, might calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as comparative measures.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
Amount
|
Percent of Revenue
|
|
Amount
|
Percent of Revenue
|
|
Amount
|
Percent of Revenue
|
|
Amount
|
Percent of Revenue
|
||||||||||||||||
|
(dollars in thousands, except share and per share data)
|
||||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subscription and support
|
$
|
19,407
|
|
|
83
|
%
|
|
$
|
16,220
|
|
|
87
|
%
|
|
$
|
37,542
|
|
|
85
|
%
|
|
$
|
31,461
|
|
|
87
|
%
|
Perpetual license
|
1,746
|
|
|
7
|
%
|
|
458
|
|
|
2
|
%
|
|
2,440
|
|
|
6
|
%
|
|
776
|
|
|
2
|
%
|
||||
Total product revenue
|
21,153
|
|
|
90
|
%
|
|
16,678
|
|
|
89
|
%
|
|
39,982
|
|
|
91
|
%
|
|
32,237
|
|
|
89
|
%
|
||||
Professional services
|
2,128
|
|
|
10
|
%
|
|
1,892
|
|
|
11
|
%
|
|
4,051
|
|
|
9
|
%
|
|
3,915
|
|
|
11
|
%
|
||||
Total revenue
|
23,281
|
|
|
100
|
%
|
|
18,570
|
|
|
100
|
%
|
|
44,033
|
|
|
100
|
%
|
|
36,152
|
|
|
100
|
%
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subscription and support
(1)(3)
|
6,676
|
|
|
29
|
%
|
|
5,634
|
|
|
30
|
%
|
|
12,569
|
|
|
29
|
%
|
|
10,860
|
|
|
30
|
%
|
||||
Professional services
(1)
|
1,327
|
|
|
5
|
%
|
|
1,106
|
|
|
6
|
%
|
|
2,462
|
|
|
5
|
%
|
|
2,730
|
|
|
8
|
%
|
||||
Total cost of revenue
|
8,003
|
|
|
34
|
%
|
|
6,740
|
|
|
36
|
%
|
|
15,031
|
|
|
34
|
%
|
|
13,590
|
|
|
38
|
%
|
||||
Gross profit
|
15,278
|
|
|
66
|
%
|
|
11,830
|
|
|
64
|
%
|
|
29,002
|
|
|
66
|
%
|
|
22,562
|
|
|
62
|
%
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales and marketing
(1)
|
4,037
|
|
|
17
|
%
|
|
2,953
|
|
|
16
|
%
|
|
7,258
|
|
|
16
|
%
|
|
6,022
|
|
|
17
|
%
|
||||
Research and development
(1)
|
4,003
|
|
|
17
|
%
|
|
4,054
|
|
|
22
|
%
|
|
7,480
|
|
|
17
|
%
|
|
7,964
|
|
|
22
|
%
|
||||
Refundable Canadian tax credits
|
(112
|
)
|
|
—
|
%
|
|
(116
|
)
|
|
(1
|
)%
|
|
(229
|
)
|
|
(1
|
)%
|
|
(225
|
)
|
|
(1
|
)%
|
||||
General and administrative
(1)(2)
|
6,576
|
|
|
28
|
%
|
|
4,547
|
|
|
24
|
%
|
|
12,480
|
|
|
28
|
%
|
|
8,670
|
|
|
24
|
%
|
||||
Depreciation and amortization
|
1,299
|
|
|
6
|
%
|
|
1,476
|
|
|
8
|
%
|
|
2,463
|
|
|
6
|
%
|
|
2,948
|
|
|
8
|
%
|
||||
Acquisition-related expenses
|
2,278
|
|
|
10
|
%
|
|
1,380
|
|
|
8
|
%
|
|
5,969
|
|
|
14
|
%
|
|
3,808
|
|
|
11
|
%
|
||||
Total operating expenses
|
18,081
|
|
|
78
|
%
|
|
14,294
|
|
|
77
|
%
|
|
35,421
|
|
|
80
|
%
|
|
29,187
|
|
|
81
|
%
|
||||
Loss from operations
|
(2,803
|
)
|
|
(12
|
)%
|
|
(2,464
|
)
|
|
(13
|
)%
|
|
(6,419
|
)
|
|
(14
|
)%
|
|
(6,625
|
)
|
|
(19
|
)%
|
||||
Other Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net
|
(1,160
|
)
|
|
(5
|
)%
|
|
(662
|
)
|
|
(4
|
)%
|
|
(2,095
|
)
|
|
(5
|
)%
|
|
(1,223
|
)
|
|
(3
|
)%
|
||||
Loss on debt extinguishment
|
(1,634
|
)
|
|
(7
|
)%
|
|
—
|
|
|
—
|
%
|
|
(1,634
|
)
|
|
(4
|
)%
|
|
—
|
|
|
—
|
%
|
||||
Other expense, net
|
(18
|
)
|
|
—
|
%
|
|
(293
|
)
|
|
(1
|
)%
|
|
(130
|
)
|
|
(4
|
)%
|
|
(1,041
|
)
|
|
(3
|
)%
|
||||
Total other expense
|
(2,812
|
)
|
|
(12
|
)%
|
|
(955
|
)
|
|
(5
|
)%
|
|
(3,859
|
)
|
|
(9
|
)%
|
|
(2,264
|
)
|
|
(6
|
)%
|
||||
Loss before provision for income taxes
|
(5,615
|
)
|
|
(24
|
)%
|
|
(3,419
|
)
|
|
(18
|
)%
|
|
(10,278
|
)
|
|
(23
|
)%
|
|
(8,889
|
)
|
|
(25
|
)%
|
||||
Provision for income taxes
|
(196
|
)
|
|
(1
|
)%
|
|
(158
|
)
|
|
(1
|
)%
|
|
(1,147
|
)
|
|
(3
|
)%
|
|
(261
|
)
|
|
—
|
%
|
||||
Net loss
|
$
|
(5,811
|
)
|
|
(25
|
)%
|
|
$
|
(3,577
|
)
|
|
(19
|
)%
|
|
$
|
(11,425
|
)
|
|
(26
|
)%
|
|
$
|
(9,150
|
)
|
|
(25
|
)%
|
Loss per common share, basic and diluted
|
$
|
(0.33
|
)
|
|
|
|
$
|
(0.22
|
)
|
|
|
|
$
|
(0.66
|
)
|
|
|
|
$
|
(0.58
|
)
|
|
|
||||
Weighted-average common shares outstanding, basic and diluted
|
17,778,184
|
|
|
|
|
16,269,808
|
|
|
|
|
17,374,789
|
|
|
|
|
15,851,106
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(1)
Includes stock-based compensation detailed under Share-based Compensation in Note 9 — Stockholders' Equity.
|
|||||||||||||||||||||||||||
(2)
Includes General and administrative stock-based compensation of $3,167 and $802 for the three months and $5,371 and $1,462 for the six months ended June 30, 2017 and June 30, 2016, respectively. General and administrative expense excluding stock-based compensation as a percentage of total revenues is 15% and 20% for the three months and 16% and 20% for the six months ended June 30, 2017 and June 30, 2016, respectively.
|
|||||||||||||||||||||||||||
(3)
Includes depreciation and amortization of $1,349 and $1,084 for the three months ended June 30, 2017 and 2016, respectively, and $2,583 and $2,127 for the six months ended June 30, 2017 and 2016, respectively.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription and support
|
$
|
19,407
|
|
|
$
|
16,220
|
|
|
20
|
%
|
|
$
|
37,542
|
|
|
$
|
31,461
|
|
|
19
|
%
|
Perpetual license
|
1,746
|
|
|
458
|
|
|
281
|
%
|
|
2,440
|
|
|
776
|
|
|
214
|
%
|
||||
Total product revenue
|
21,153
|
|
|
16,678
|
|
|
27
|
%
|
|
39,982
|
|
|
32,237
|
|
|
24
|
%
|
||||
Professional services
|
2,128
|
|
|
1,892
|
|
|
12
|
%
|
|
4,051
|
|
|
3,915
|
|
|
3
|
%
|
||||
Total revenue
|
$
|
23,281
|
|
|
$
|
18,570
|
|
|
25
|
%
|
|
$
|
44,033
|
|
|
$
|
36,152
|
|
|
22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Percentage of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription and support
|
83
|
%
|
|
87
|
%
|
|
|
|
85
|
%
|
|
87
|
%
|
|
|
||||||
Perpetual license
|
7
|
%
|
|
2
|
%
|
|
|
|
6
|
%
|
|
2
|
%
|
|
|
||||||
Total product revenue
|
90
|
%
|
|
89
|
%
|
|
|
|
91
|
%
|
|
89
|
%
|
|
|
||||||
Professional services
|
10
|
%
|
|
11
|
%
|
|
|
|
9
|
%
|
|
11
|
%
|
|
|
||||||
Total revenue
|
100
|
%
|
|
100
|
%
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||
Sales and marketing
|
$
|
4,037
|
|
|
$
|
2,953
|
|
|
37
|
%
|
|
$
|
7,258
|
|
|
$
|
6,022
|
|
|
21
|
%
|
Percentage of total revenue
|
17
|
%
|
|
16
|
%
|
|
|
|
16
|
%
|
|
17
|
%
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||
Research and development
|
$
|
4,003
|
|
|
$
|
4,054
|
|
|
(1
|
)%
|
|
$
|
7,480
|
|
|
$
|
7,964
|
|
|
(6
|
)%
|
Refundable Canadian tax credits
|
(112
|
)
|
|
(116
|
)
|
|
(3
|
)%
|
|
(229
|
)
|
|
(225
|
)
|
|
2
|
%
|
||||
Total research and development
|
$
|
3,891
|
|
|
$
|
3,938
|
|
|
(1
|
)%
|
|
$
|
7,251
|
|
|
$
|
7,739
|
|
|
(6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Percentage of total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
17
|
%
|
|
22
|
%
|
|
|
|
17
|
%
|
|
22
|
%
|
|
|
||||||
Refundable Canadian tax credits
|
—
|
%
|
|
(1
|
)%
|
|
|
|
(1
|
)%
|
|
(1
|
)%
|
|
|
||||||
Total research and development
|
17
|
%
|
|
21
|
%
|
|
|
|
16
|
%
|
|
21
|
%
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||
General and administrative
|
$
|
6,576
|
|
|
$
|
4,547
|
|
|
45
|
%
|
|
$
|
12,480
|
|
|
$
|
8,670
|
|
|
44
|
%
|
Percentage of total revenue
|
28
|
%
|
|
24
|
%
|
|
|
|
28
|
%
|
|
24
|
%
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation
|
$
|
122
|
|
|
$
|
167
|
|
|
(27
|
)%
|
|
$
|
235
|
|
|
$
|
316
|
|
|
(26
|
)%
|
Amortization
|
1,177
|
|
|
1,309
|
|
|
(10
|
)%
|
|
2,228
|
|
|
2,632
|
|
|
(15
|
)%
|
||||
Total depreciation and amortization
|
$
|
1,299
|
|
|
$
|
1,476
|
|
|
(12
|
)%
|
|
$
|
2,463
|
|
|
$
|
2,948
|
|
|
(16
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Percentage of total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation
|
1
|
%
|
|
1
|
%
|
|
|
|
1
|
%
|
|
1
|
%
|
|
|
||||||
Amortization
|
5
|
%
|
|
7
|
%
|
|
|
|
5
|
%
|
|
7
|
%
|
|
|
||||||
Total depreciation and amortization
|
6
|
%
|
|
8
|
%
|
|
|
|
6
|
%
|
|
8
|
%
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||
Acquisition-related expenses
|
$
|
2,278
|
|
|
$
|
1,380
|
|
|
65
|
%
|
|
$
|
5,969
|
|
|
$
|
3,808
|
|
|
57
|
%
|
Percentage of total revenue
|
10
|
%
|
|
8
|
%
|
|
|
|
14
|
%
|
|
11
|
%
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
|||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||
Other expense:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense, net
|
$
|
(1,160
|
)
|
|
$
|
(662
|
)
|
|
75
|
%
|
|
$
|
(2,095
|
)
|
|
$
|
(1,223
|
)
|
|
71
|
%
|
|
Loss on debt extinguishment
|
(1,634
|
)
|
|
—
|
|
|
NA
|
|
|
(1,634
|
)
|
|
—
|
|
|
NA
|
|
|||||
Other expense, net
|
(18
|
)
|
|
(293
|
)
|
|
(94
|
)%
|
|
(130
|
)
|
|
(1,041
|
)
|
|
(88
|
)%
|
|||||
Total other expense
|
$
|
(2,812
|
)
|
|
$
|
(955
|
)
|
|
194
|
%
|
|
$
|
(3,859
|
)
|
|
$
|
(2,264
|
)
|
|
70
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Percentage of total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense, net
|
(5
|
)%
|
|
(4
|
)%
|
|
|
|
(5
|
)%
|
|
(3
|
)%
|
|
|
|||||||
Loss on debt extinguishment
|
(7
|
)%
|
—
|
|
—
|
%
|
|
|
|
(4
|
)%
|
|
—
|
%
|
|
|
||||||
Other expense, net
|
—
|
%
|
|
(1
|
)%
|
|
|
|
—
|
%
|
|
(3
|
)%
|
|
|
|||||||
Total other expense
|
(12
|
)%
|
|
(5
|
)%
|
|
|
|
(9
|
)%
|
|
(6
|
)%
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||
Provision for income taxes
|
$
|
(196
|
)
|
|
$
|
(158
|
)
|
|
24
|
%
|
|
$
|
(1,147
|
)
|
|
$
|
(261
|
)
|
|
339
|
%
|
Percentage of total revenue
|
(1
|
)%
|
|
(1
|
)%
|
|
|
|
(3
|
)%
|
|
—
|
%
|
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
|
(dollars in thousands)
|
||||||
Consolidated Statements of Cash Flow Data:
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
5,742
|
|
|
$
|
947
|
|
Net cash used in investing activities
|
(37,471
|
)
|
|
(13,103
|
)
|
||
Net cash provided by financing activities
|
60,201
|
|
|
11,586
|
|
||
Effect of exchange rate fluctuations on cash
|
190
|
|
|
284
|
|
||
Change in cash and cash equivalents
|
28,662
|
|
|
(286
|
)
|
||
Cash and cash equivalents, beginning of period
|
28,758
|
|
|
18,473
|
|
||
Cash and cash equivalents, end of period
|
$
|
57,420
|
|
|
$
|
18,187
|
|
•
|
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.
|
•
|
sell, lease, license or otherwise dispose of assets;
|
•
|
undergo a change in control;
|
•
|
consolidate or merge with or into other entities;
|
•
|
make or own loans, investments and acquisitions;
|
•
|
create, incur or assume guarantees in respect of obligations of other persons;
|
•
|
create, incur or assume liens and other encumbrances; or
|
•
|
pay dividends or make distributions on, or purchase or redeem, our capital stock.
|
|
UPLAND SOFTWARE, INC.
|
Dated: August 14, 2017
|
/s/ Michael D. Hill
|
|
Michael D. Hill
|
|
Chief Financial Officer
|
Exhibit Number
|
|
Exhibit Description
|
|
10.1*
|
|
Fourth Amendment to Credit Agreement dated as of April 21, 2017, among
inter alia
the Company and certain of its domestic and Canadian subsidiaries, as borrowers, and each of the lenders party thereto.
|
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
32.1**
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
32.2**
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
101.INS***
|
|
XBRL Instance Document
|
|
|
|
|
|
101.SCH***
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XBRL Taxonomy Extension Schema Document
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101.CAL***
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF***
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB***
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE***
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Filed herewith.
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**
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Furnished herewith.
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***
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The financial information contained in these XBRL documents is unaudited and these are not the official publicly filed financial statements of Upland Software, Inc. Investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions. In accordance with Rule 402 of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Date
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Installment Amount
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June 30, 2017
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$867,187.50
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September 30, 2017
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$867,187.50
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December 31, 2017
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$867,187.50
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March 31, 2018
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$867,187.50
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June 30, 2018
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$867,187.50
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September 30, 2018
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$867,187.50
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December 31, 2018
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$867,187.50
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March 31, 2019
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$867,187.50
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June 30, 2019
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$867,187.50
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September 30, 2019
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$867,187.50
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December 31, 2019
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$867,187.50
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March 31, 2020
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$867,187.50
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June 30, 2020
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$867,187.50
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September 30, 2020
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$867,187.50
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December 31, 2020
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$867,187.50
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March 31, 2021
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$867,187.50
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June 30, 2021
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$867,187.50
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September 30, 2021
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$867,187.50
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Applicable Period
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Applicable Credit
Amount Percentage |
From the Fourth Amendment Closing Date through June 29, 2017
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108.75%
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June 30, 2017 through September 29, 2017
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107.50%
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September 30, 2017 through December 30, 2017
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106.25%
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December 31, 2017 through March 30, 2018
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105.00%
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March 31, 2018 through June 29, 2018
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103.75%
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June 30, 2018 through September 29, 2018
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102.50%
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September 30, 2018 through December 30, 2018
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101.25%
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December 31, 2018 through March 30, 2019
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100.00%
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March 31, 2019 through June 29, 2019
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98.75%
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June 30, 2019 through September 29, 2019
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97.50%
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September 30, 2019 through December 30, 2019
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96.25%
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December 31, 2019 through March 30, 2020
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95.00%
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March 31, 2020 through the June 29, 2020
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95.00%
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June 30, 2020 through September 29, 2020
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95.00%
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September 30, 2020 through the Maturity Date
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95.00%
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UPLAND SOFTWARE VI, INC.,
a New Jersey limited liability company
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By:
Name:
Title:
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UPLAND SOFTWARE VII, INC.,
a Delaware limited liability company
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By:
Name:
Title:
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UPLAND IX, LLC,
a Delaware limited liability company
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By:
Name:
Title:
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ULTRIVA, LLC,
a California limited liability company
|
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By:
Name:
Title:
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ADVANCED PROCESSING & IMAGING, INC.
a Florida corporation
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By:
Name:
Title:
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OMTOOL, LTD.,
a Delaware corporation
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By:
Name:
Title:
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CANADIAN
BORROWER: |
UPLAND SOFTWARE INC. / LOGICIELS
UPLAND INC.,
a Canadian federal corporation
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By:
Name:
Title:
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WELLS FARGO BANK NATIONAL
ASSOCIATION
, a national banking association, as Agent, as US Agent, and as a Lender
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By:
Name:
Title:
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WELLS FARGO CAPITAL FINANCE
CORPORATION CANADA
, and Ontario corporation, as Canadian Agent and as a Lender
|
|
By:
Name:
Title:
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CIT BANK, N.A.,
a national banking association, as a Lender
|
|
By:
Name:
Title:
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Lender
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Canadian Revolver Commitment
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US Revolver Commitment
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Canadian Term Loan Commitment
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US Term Loan Commitment
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Delayed Draw Term Loan Commitment
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Wells Fargo Bank, National Association
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$0
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$6,142,857.14
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$0
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$43,890,625
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$7,142,857.14
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Wells Fargo Capital Finance Corporation Canada
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$1,000,000
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$0
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$6,000,000
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$0
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$0
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CIT Bank, N.A.
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$0
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$2,857,142.86
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$0
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$24,250,000
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$2,857,142.86
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TOTAL
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$1,000,000
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$9,000,000
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$6,000,000
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$68,140,625
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$10,000,000
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D.
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Canadian Counsel to Borrowers:
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Debtor
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Jurisdiction
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Date of Filing
|
Filing Number
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RightAnswers, Inc.
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Secretary of State of Delaware
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|
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Debtor
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Jurisdiction
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Filing Number
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RightAnswers, Inc.
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Ontario
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Secured Party
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Debtor
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Jurisdiction
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Date of
Filing |
Filing Number
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Square 1 Bank
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Rightanswers, Inc.
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Secretary of State of Delaware
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06/30/14
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20142581759
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Costella Kirsch VI, LP
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Rightanswers, Inc.
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Secretary of State of Delaware
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02/04/15
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20150502814
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Upland Software, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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August 14, 2017
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/s/ John T. McDonald
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John T. McDonald
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Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Upland Software, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Michael D. Hill
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Michael D. Hill
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Chief Financial Officer
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(Principal Financial Officer)
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/s/ John T. McDonald
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John T. McDonald
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Chief Executive Officer
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/s/ Michael D. Hill
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Michael D. Hill
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Chief Financial Officer
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