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Notes to Unaudited Condensed Consolidated Financial Statements
(unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
These condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation.
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. In the opinion of management of the Company, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments of a normal recurring nature necessary for a fair presentation. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any other period.
The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2018 Annual Report on Form 10-K filed with the SEC on March 15, 2019.
Use of Estimates
The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include allowance for doubtful accounts, stock-based compensation, contingent consideration, acquired intangible assets, the useful lives of intangible assets and property and equipment, and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ from those estimates.
Concentrations of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-quality financial institutions, which, at times, may exceed federally insured limits. The Company has not experienced any losses in these accounts, and the Company does not believe it is exposed to any significant credit risk related to cash and cash equivalents. The Company provides credit, in the normal course of business, to a number of its customers. The Company performs periodic credit evaluations of its customers and generally does not require collateral. No individual customer represented more than 10% of total revenues for the three or nine months ended September 30, 2019, or more than 10% of accounts receivable as of September 30, 2019 or December 31, 2018.
Derivatives
In August 2019, in conjunction with entering into a new credit facility (see Note 6. Debt), the Company entered into a floating-to-fixed interest rate swap agreement to limit the exposure to interest rate risk related to our debt. The interest rate swap effectively converts the entire balance of the Company's $350 million term loan from variable interest payments to fixed interest rate payments, based on an annualized fixed rate of 5.4%, for the 7 year term of the debt. ASC 815 requires entities to recognize derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company assessed the effectiveness of the hedging relationship by comparing changes in fair value or cash flows of the derivative financial instrument with the changes in fair value or cash flows of the designated hedged item or transaction. All derivative financial instruments are recorded at fair value as a net asset or liability in the accompanying Consolidated Balance Sheets. The fair value of interest rate swap recorded in other liabilities at September 30, 2019 was $3.4 million.
The change in the fair value of the hedging instruments is recorded in Other comprehensive income. Amounts deferred in Other comprehensive income will be reclassified to Interest expense in the accompanying Consolidated Statements of Operations in the period in which the hedged item affects earnings.
Fair Value of Financial Instruments
The Company accounts for financial instruments in accordance with the authoritative guidance on fair value measurements and disclosures for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.
The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and long–term debt. The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, primarily due to short maturities. The carrying values of the Company’s debt instruments approximated their fair value based on rates currently available to the Company.
Recent Accounting Pronouncements
Recently issued accounting pronouncements not yet adopted
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, to eliminate, add and modify certain disclosure requirements for fair value measurements. Entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The guidance is effective for annual and interim periods beginning after December 15, 2019, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Company is currently evaluating the effect that the adoption of ASU 2018-13 will have on its financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. The Company is currently evaluating the effect that the adoption of ASU 2016-13 will have on its financial statements.
Recently adopted accounting pronouncements
In January 2018, the FASB issued ASU 2018-02 Income Statement - Reporting Comprehensive Income (ASC 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI), which gives entities the option to reclassify to retained earnings the tax effects resulting from the Tax Act related to items in Additional Other Comprehensive Income (AOCI) that the FASB refers to as having been “stranded” in AOCI. The guidance is effective for annual and interim periods beginning after December 15, 2018, and is applicable to the Company in fiscal year 2019; however, early adoption is permitted. The Company adopted ASU 2018-02 as of January 1, 2019 and elected not to reclassify the income tax effect of the Tax Act from AOCI to retained earnings. The adoption of ASU 2018-02 resulted in no impact to the Company's financial statements.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which amends and simplifies existing guidance to allow companies to more accurately present the economic effects of risk management activities in the financial statements. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018. The Company adopted this guidance in the first quarter of 2019 with no material impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard supersedes the present U.S. GAAP standard on leases and requires substantially all leases to be reported on the balance sheet as right-of-use assets and lease obligations. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting
periods within those annual reporting periods. Early adoption is permitted and in the original guidance the modified retrospective application was required, however, in July 2018 the FASB issued ASU 2018-11 which permits entities with another transition method in which the effective date would be the date of initial application of transition. Under this optional transition method, the Company would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective approach and the optional transition method. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward historical lease classifications.
Adoption of the new standard resulted in the recording operating lease right-of-use assets and operating lease liabilities on our consolidated balance sheets, but did not have an impact on the Company's beginning retained earnings, consolidated statement of operations or statement of cash flows. The most significant impact was the recognition of right-of-use assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. As of September 30, 2019, total right-of-use assets related to our operating leases was $5.7 million and current and non-current operating lease liabilities were approximately $2.0 million and $4.0 million, respectively.
2. Acquisitions
The Company performs quantitative and qualitative analyses to determine the significance of each acquisition to the financial statements the Company. Based on these analyses the below acquisitions were deemed to be insignificant on an individual and cumulative basis, with the exception of Rapide Communication LTD, a private company limited by shares organized and existing under the laws of England and Wales doing business as Rant & Rave (“Rant & Rave”). Refer to “Pro Forma Financials” disclosed below.
2019 Acquisitions
Acquisitions completed during the nine months ended September 30, 2019 include the following:
•Postup Holdings - On April 18, 2019, the Company completed its purchase of the shares comprising the entire issued share capital of Postup Holdings, LLC, a Texas limited liability company (“Postup Holdings”), and Postup Digital, LLC, a Texas limited liability company (“Postup Digital”), an Austin-based company providing email and audience development solutions for publishing & media brands. Revenues recorded since the acquisition date through September 30, 2019 were approximately $5.4 million.
•Kapost - On May 24, 2019, the Company completed of its purchase of the shares comprising the entire issued share capital of Daily Inches, Inc., d/b/a Kapost, a Delaware corporation (“Kapost”), a leading content operations platform provider for sales and marketing. Revenues recorded since the acquisition date through September 30, 2019 were approximately $4.5 million.
•Cimpl - On August 21, 2019, the Company completed its purchase of the shares comprising the entire issued share capital of Cimpl, Inc., a Canadian corporation (“Cimpl”), a leading cloud-based telecom expense management platform. Revenues recorded since the acquisition date through September 30, 2019 were approximately $0.9 million.
•See Note 13. Subsequent Events for additional 2019 acquisitions completed subsequent to September 30, 2019.
2018 Acquisitions
Acquisitions completed during the year ended December 31, 2018 include the following:
•Interfax - On March 21, 2018, the Company’s wholly owned subsidiary, PowerSteering Software Limited, a limited liability company organized and existing under the laws of England and Wales (“PowerSteering UK”), completed its purchase of the shares comprising the entire issued share capital of Interfax Communications Limited ("Interfax"), an Irish-based software company providing secured cloud-based messaging solutions, including enterprise cloud fax and secure document distribution.
•RO Innovation - On June 27, 2018, the Company completed its purchase of RO Innovation, Inc. ("RO Innovation"), a cloud-based customer reference solution for creating, deploying, managing, and measuring customer reference and sales enablement content.
•Rant & Rave - On October 3, 2018, the Company’s wholly owned subsidiary, PowerSteering UK, completed its purchase of the shares comprising the entire issued voting share capital of Rant & Rave, a leading provider of cloud-based customer engagement solutions.
•Adestra - On December 12, 2018, the Company completed its purchase of Adestra Ltd. (“Adestra”), a leading provider of enterprise-grade email marketing, transaction and automation software.
Consideration
The following table summarizes the consideration transferred for the acquisitions described above (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cimpl
|
|
Kapost
|
|
Postup Holdings
|
|
Adestra
|
|
Rant & Rave
|
|
RO Innovation
|
|
Interfax
|
|
Cash
|
$
|
23,071
|
|
|
$
|
45,000
|
|
|
$
|
34,825
|
|
|
$
|
55,242
|
|
|
$
|
58,470
|
|
|
$
|
12,469
|
|
|
$
|
35,000
|
|
|
Holdback (1)
|
2,600
|
|
|
5,000
|
|
|
175
|
|
|
4,432
|
|
|
6,500
|
|
|
1,781
|
|
|
5,000
|
|
|
Contingent consideration (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital adjustment
|
—
|
|
|
(601)
|
|
|
—
|
|
|
—
|
|
|
(211)
|
|
|
(87)
|
|
|
—
|
|
|
Total consideration
|
$
|
25,671
|
|
|
$
|
49,399
|
|
|
$
|
35,000
|
|
|
$
|
59,674
|
|
|
$
|
64,759
|
|
|
$
|
14,163
|
|
|
$
|
40,000
|
|
(1)Represents cash holdbacks subject to indemnification claims that are payable 12 months from closing for Cimpl, Kapost, Postup, Adestra, Rant & Rave and RO Innovation and 18 months from closing for Interfax.
(2)Contingent consideration includes potential future earn-out payments related to the acquisition of RO Innovation for up to $7.5 million which was valued at $0.0 million as of the acquisition date based on the probability of attainment of future performance-based goals. During the nine months ended September 30, 2019 the Company paid $1.5 million based on the final valuation of this earn-out. In addition, during the year ended December 31, 2018 the Company incurred contingent consideration related to an asset acquisition in connection with our acquisition of Interfax as discussed under “Other Acquisitions” below. Refer to Note 3 for further discussion regarding the calculation of fair value of acquisition related earn-outs.
Unaudited Pro Forma Information
The pro forma statements of operations data for the three and nine months ended September 30, 2019 and September 30, 2018, shown in the table below, give effect to the Rant & Rave acquisition, described above, as if it had occurred at January 1, 2017. These amounts have been calculated after applying our accounting policies and adjusting the results of Rant & Rave to reflect: the reversal and deferral of commissions expense, the costs of debt financing incurred to acquire Rant & Rave, the additional intangible amortization and the adjustments to acquired deferred revenue that would have been recognized assuming the fair value adjustments had been applied and incurred since January 1, 2017. This pro forma data is presented for informational purposes only and does not purport to be indicative of our future results of operations.
The table below shows the pro forma statements of operations data, adjusted for the acquisition of Rant & Rave had the acquisition occurred in the year ended December 31, 2017, for the three and nine months ended September 30, 2019 and September 30, 2018 (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Revenue
|
$
|
55,065
|
|
|
$
|
42,715
|
|
|
$
|
156,571
|
|
|
$
|
122,270
|
|
|
Net loss (1)
|
$
|
(12,307)
|
|
|
$
|
(5,833)
|
|
|
$
|
(25,506)
|
|
|
$
|
(15,888)
|
|
(1) While some recurring adjustments impact the pro forma figures presented, the decrease in pro forma net loss compared to our net loss presented on the consolidated statements of operations for the three and nine months ended September 30, 2019 and September 30, 2018 includes nonrecurring adjustments removing acquisition costs from 2018 and reflects these costs in the year ended December 31, 2017, the year the acquisition was assumed to be completed for pro forma purposes.
Fair Value of Assets Acquired and Liabilities Assumed
The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting and, accordingly, recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The purchase accounting for the 2019 acquisition of Cimpl is preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects, specifically the valuation of intangible assets. The purchase accounting for the 2019 acquisitions of Kapost, Postup Holdings and the 2018 acquisitions of Adestra and Rant & Rave are preliminary due primarily to the tax impact related to the transactions not being finalized as of September 30, 2019. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to complete its purchase price allocations for Adestra and Rant & Rave in the fourth quarter of 2019, Kapost and Postup Holdings in the first quarter of 2020 and Cimpl in the second quarter of 2020.
The following condensed table presents the preliminary and finalized acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions in 2018 and through the nine months ended September 30, 2019, as well as assets and liabilities (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preliminary
|
|
|
|
|
|
|
|
|
|
Finalized
|
|
|
|
|
Cimpl
|
|
Kapost
|
|
Postup Holdings
|
|
Adestra
|
|
Rant & Rave
|
|
RO Innovation
|
|
Interfax
|
|
Year Acquired
|
2019
|
|
2019
|
|
2019
|
|
2018
|
|
2018
|
|
2018
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
145
|
|
|
$
|
696
|
|
|
$
|
197
|
|
|
$
|
1,396
|
|
|
Accounts receivable
|
1,115
|
|
|
3,906
|
|
|
1,043
|
|
|
2,774
|
|
|
3,468
|
|
|
1,563
|
|
|
1,587
|
|
|
Other current assets
|
1,775
|
|
|
1,101
|
|
|
1,373
|
|
|
1,395
|
|
|
3,836
|
|
|
1,299
|
|
|
1,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease right-of-use asset
|
—
|
|
|
2,136
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
Property and equipment
|
118
|
|
|
687
|
|
|
743
|
|
|
796
|
|
|
131
|
|
|
15
|
|
|
286
|
|
|
Customer relationships
|
12,181
|
|
|
23,735
|
|
|
10,667
|
|
|
27,542
|
|
|
29,981
|
|
|
6,688
|
|
|
22,577
|
|
|
Trade name
|
375
|
|
|
787
|
|
|
468
|
|
|
709
|
|
|
1,099
|
|
|
111
|
|
|
649
|
|
|
Technology
|
3,195
|
|
|
5,756
|
|
|
2,943
|
|
|
6,001
|
|
|
6,565
|
|
|
1,670
|
|
|
5,236
|
|
|
Noncompete agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,148
|
|
|
—
|
|
|
Goodwill
|
12,778
|
|
|
21,542
|
|
|
22,105
|
|
|
29,218
|
|
|
32,589
|
|
|
7,568
|
|
|
13,862
|
|
|
Other assets
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
Total assets acquired
|
31,680
|
|
|
59,650
|
|
|
39,361
|
|
|
68,580
|
|
|
78,365
|
|
|
20,259
|
|
|
46,948
|
|
|
Accounts payable
|
(302)
|
|
|
(64)
|
|
|
(448)
|
|
|
(543)
|
|
|
(1,577)
|
|
|
(229)
|
|
|
(737)
|
|
|
Accrued expense and other
|
(1,168)
|
|
|
(1,689)
|
|
|
(530)
|
|
|
(1,723)
|
|
|
(6,114)
|
|
|
(1,921)
|
|
|
(2,847)
|
|
|
Deferred tax liabilities
|
(4,191)
|
|
|
(2,483)
|
|
|
(3,368)
|
|
|
(5,104)
|
|
|
(3,896)
|
|
|
(2,129)
|
|
|
(3,364)
|
|
|
Deferred revenue
|
(348)
|
|
|
(3,879)
|
|
|
(15)
|
|
|
(1,536)
|
|
|
(2,019)
|
|
|
(1,817)
|
|
|
—
|
|
|
Operating lease liabilities
|
—
|
|
|
(2,136)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities assumed
|
(6,009)
|
|
|
(10,251)
|
|
|
(4,361)
|
|
|
(8,906)
|
|
|
(13,606)
|
|
|
(6,096)
|
|
|
(6,948)
|
|
|
Total consideration
|
$
|
25,671
|
|
|
$
|
49,399
|
|
|
$
|
35,000
|
|
|
$
|
59,674
|
|
|
$
|
64,759
|
|
|
$
|
14,163
|
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The company uses third party valuation consultants to determine the fair values of assets acquired and liabilities assumed. Tangible assets are valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships and are valued using the multi-period excess earnings method. Developed technology and trade names are valued using the relief-from-royalty method.
The following table summarizes the weighted-average useful lives, by major finite-lived intangible asset class, for intangibles acquired during the nine months ended September 30, 2019 and the year ended December 31, 2018 (in years):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful Life
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
Customer relationships
|
9.5
|
|
9.8
|
|
Trade name
|
9.1
|
|
8.0
|
|
Developed technology
|
7.5
|
|
6.7
|
|
Noncompete agreements
|
0.0
|
|
3.0
|
|
Total weighted-average useful life
|
9.1
|
|
9.1
|
During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill based on changes to management's estimates and assumptions. The change in the preliminary acquisition-date fair value of assets and liabilities for Adestra during the nine months ended September 30, 2019 was related primarily to a $3.3 million decrease in intangibles (customer relationships, trade name and technology) due to a change in valuation estimates.
The goodwill of $139.7 million for the above acquisitions is primarily attributable to the synergies expected to arise after the acquisition. Goodwill deductible for tax purposes at the time of acquisition was $2.4 million for Interfax, $2.7 million for RO Innovation and $6.2 million for Postup Holdings. There was no Goodwill deductible for tax purposes for our Adestra, Rant & Rave, Kapost and Cimpl acquisitions.
Total transaction related expenses incurred with respect to acquisition activity during the three months ended September 30, 2019 and September 30, 2018 were $2.2 million and $0.2 million, respectively, and during the nine months ended September 30, 2019 and September 30, 2018 were $6.2 million and $2.8 million, respectively. Transaction related expenses, excluding integration and transformation costs, include expenses such as banker fees, legal and professional fees, insurance costs, and deal bonuses.
Other Acquisitions
From time to time we may purchase or sell customer relationships that meet certain criteria. During the nine months ended September 30, 2019 we completed customer relationship acquisitions totaling $1.2 million.
In connection with the acquisition of Interfax, the Company acquired certain assets and customer relationships of Interfax's U.S. reseller (“Marketech”) for $2.0 million, excluding potential future earn-out payments of $1.0 million valued at $0.3 million as of the acquisition dated based on the probability of attainment of future performance-based goals. During the nine months ended September 30, 2019 we paid $0.6 million based on the final valuation of this earn-out. Refer to Note 3. Fair Value Measurements for further discussion regarding the calculation of fair value of acquisition related earn-outs.
3. Fair Value Measurements
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three–tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs, such as quoted market prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, which therefore requires an entity to develop its own assumptions.
As of September 30, 2019 and December 31, 2018 the Company has contingent accrued earnout business acquisition consideration liabilities for which fair values are measured as Level 3 instruments. These contingent consideration liabilities were recorded at fair value on the acquisition date and are remeasured periodically based on the then assessed fair value and adjusted if necessary. The increases or decreases in the fair value of contingent consideration payable can result from changes in anticipated revenue levels or changes in assumed discount periods and rates. As the fair value measure is based on significant inputs that are not observable in the market, they are categorized as Level 3. Any gain (loss) related to subsequent changes in the fair value of contingent consideration is recorded in acquisition-related expense or other income (expense) in the Company's Condensed Consolidated Statement of Operations based on management's assessment of the nature of the liability. Earnout consideration liabilities are included in Due to sellers in the Company's Condensed Consolidated Balance Sheet.
On August 6, 2019, in connection with entering into the Company's new credit facility, as discussed further in Note 6. Debt, the Company entered into an interest rate swap for the full 7 year term, effectively fixing our interest rate at 5.4% for the full value of the $350 million term loan. The fair value of this swap is measured at the end of each interim reporting period based on the then assessed fair value and adjusted if necessary. As the fair value measure is based on the market approach, they are categorized as Level 2.The fair value of the interest rate swap is included in other long term-liabilities on the Company's Condensed Consolidated Balance Sheet.
Liabilities measured at fair value on a recurring basis are summarized below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at September 30, 2019
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap liability
|
$
|
—
|
|
|
$
|
3,379
|
|
|
$
|
—
|
|
|
$
|
3,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2018
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Earnout consideration liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,396
|
|
|
$
|
1,396
|
|
The decrease in cash earnouts from December 31, 2018 to September 30, 2019 is related primarily to cash settlement of earnouts related to Marketech and RO Innovation.
The following table presents additional information about liabilities measured at fair value on a recurring basis and for which the Company has utilized significant unobservable (Level 3) inputs to determine fair value (in thousands):
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
|
|
|
(unaudited)
|
|
|
|
Balance at December 31, 2018
|
$
|
1,396
|
|
|
|
|
|
|
|
|
|
Remeasurement adjustments:
|
|
|
|
|
Loss included in earnings
|
712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions and settlements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements (1)
|
(2,108)
|
|
|
|
|
Balance at September 30, 2019
|
$
|
—
|
|
|
|
(1)Includes a $1.5 million payment for the outstanding balance of earnout liabilities related to the acquisition of RO Innovation and a $0.6 million payment for the outstanding balance of earnout liabilities related to the Marketech asset purchase as describe in Note 2. Acquisitions.
The significant unobservable inputs used in the fair value measurement of the Company's contingent consideration liabilities designated as Level 3 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at December 31, 2018
|
|
Valuation Technique
|
|
Significant Unobservable Inputs
|
Contingent acquisition consideration:
(Marketech and RO Innovation)
|
$
|
1,396
|
|
|
Binary option model
|
|
Expected future annual revenue streams and probability of achievement
|
Sensitivity to Changes in Significant Unobservable Inputs
As presented in the table above, the significant unobservable inputs used in the fair value measurement of contingent consideration related to business acquisitions are forecasts of expected future annual revenues as developed by the Company's management and the probability of achievement of those revenue forecast. Significant increases (decreases) in these unobservable inputs in isolation would likely result in a significantly (lower) higher fair value measurement.
Debt
The Company believes the carrying value of its long-term debt at September 30, 2019 approximates its fair value based on the variable interest rate feature or based upon interest rates currently available to the Company.
The estimated fair value and carrying value of the Company's debt, before debt discount, at September 30, 2019 and December 31, 2018 are $350.0 million and $283.2 million, respectively, based on valuation methodologies using interest rates currently available to the Company, which are Level 2 inputs.
4. Goodwill and Other Intangible Assets
Changes in the Company’s goodwill balance for the nine months ended September 30, 2019 are summarized in the table below (in thousands):
|
|
|
|
|
|
|
|
Balance at December 31, 2018
|
$
|
225,322
|
|
|
Acquired in business combinations
|
56,425
|
|
|
|
|
|
Adjustment related to prior year business combinations
|
2,899
|
|
|
|
|
|
Foreign currency translation adjustment
|
(1,813)
|
|
|
Balance at September 30, 2019
|
$
|
282,833
|
|
Net intangible assets include the estimated acquisition-date fair values of customer relationships, marketing-related assets, and developed technology that the Company recorded as part of its business acquisitions. The $2.9 million adjustment to Goodwill during the nine months ended September 30, 2019 is primarily related to changes in the ASC 805 valuation of intangible assets in the prior year business combination of Adestra.
The following is a summary of the Company’s intangible assets, net (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Useful
Life (Years)
|
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|
September 30, 2019:
|
|
|
|
|
|
|
|
|
Customer relationships
|
1-10
|
|
$
|
216,595
|
|
|
$
|
46,278
|
|
|
$
|
170,317
|
|
|
Trade name
|
1.5-10
|
|
7,381
|
|
|
3,740
|
|
|
3,641
|
|
|
Developed technology
|
4-8
|
|
59,612
|
|
|
21,595
|
|
|
38,017
|
|
|
Non-compete agreements
|
3
|
|
|
1,148
|
|
|
478
|
|
|
670
|
|
|
Total intangible assets
|
|
|
$
|
284,736
|
|
|
$
|
72,091
|
|
|
$
|
212,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Useful
Life (Years)
|
|
Gross
Carrying Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|
December 31, 2018:
|
|
|
|
|
|
|
|
|
Customer relationships
|
1-10
|
|
$
|
173,592
|
|
|
$
|
30,650
|
|
|
$
|
142,942
|
|
|
Trade name
|
1.5-10
|
|
6,113
|
|
|
3,334
|
|
|
2,779
|
|
|
Developed technology
|
4-7
|
|
48,943
|
|
|
16,049
|
|
|
32,894
|
|
|
Non-compete agreements
|
3
|
|
|
1,148
|
|
|
191
|
|
|
957
|
|
|
Total intangible assets
|
|
|
$
|
229,796
|
|
|
$
|
50,224
|
|
|
$
|
179,572
|
|
The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life. There have been no indicators of impairment or change in useful life during the three and nine months ended September 30, 2019 and September 30, 2018, respectively. Total amortization expense during the three months ended September 30, 2019 and September 30, 2018 was $8.0 million and $4.8 million, respectively, and during the nine months ended September 30, 2019 and September 30, 2018 was $22.1 million and $12.9 million, respectively.
Estimated annual amortization expense for the next five years and thereafter is as follows (in thousands):
|
|
|
|
|
|
|
|
|
Amortization
Expense
|
|
Year ending December 31:
|
|
|
Remainder of 2019
|
$
|
8,277
|
|
|
2020
|
31,373
|
|
|
2021
|
29,850
|
|
|
2022
|
27,425
|
|
|
2023
|
25,390
|
|
|
2024 and thereafter
|
90,330
|
|
|
Total
|
$
|
212,645
|
|
5. Income Taxes
The Company’s income tax provision for the three and nine months ended September 30, 2019 and September 30, 2018 reflects its estimate of the effective tax rates expected to be applicable for the full years, adjusted for any discrete events that are recorded in the period in which they occur. The estimates are re-evaluated each quarter based on the estimated tax expense for the full year.
The tax provision of $0.5 million and tax benefit of $6.2 million recorded for the three and nine months ended September 30, 2019, respectively, is primarily related to the deferred tax benefit attributable to the release of valuation allowance and the deferred tax benefit of losses expected to be generated in the United Kingdom by entities acquired during the fourth quarter of 2018. These deferred tax benefits are offset by current income tax expense associated with our Canadian, Irish and Israeli operations, changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill and state taxes in certain states in which the Company does not file on a consolidated basis or have net operating loss carryforwards. The release of valuation allowance is attributable to ASC 805-740-30-3 and acquisitions of domestic entities with deferred tax liabilities that, upon acquisition, allowed us to recognize certain deferred tax assets of approximately $5.9 million that had previously been offset by a valuation allowance.
The tax provision of $0.7 million and $2.1 million recorded for the three and nine months ended September 30, 2018, respectively, is primarily related to foreign income taxes associated with our Canadian, Irish and Israeli operations, changes in deferred tax liabilities associated with amortization of United States tax deductible goodwill and state taxes in certain states in which the Company does not file on a consolidated basis or have net operating loss.
The Company has historically incurred operating losses in the United States and, given its cumulative losses and limited history of profits, has recorded a valuation allowance against its United States net deferred tax assets, exclusive of tax deductible goodwill, at September 30, 2019 and September 30, 2018, respectively.
The Company has reflected any uncertain tax positions primarily within its long-term taxes payable and a portion within deferred tax assets. Federal, state, and foreign income tax returns have been filed in jurisdictions with varying statutes of limitations. Varying among the separate companies, tax years 1999 through 2018 remain subject to examination by federal and most state tax authorities due to our net operating loss carryforwards. In foreign jurisdictions, tax years 2014 through 2018 remain subject to examination.
6. Debt
Long-term debt consisted of the following at September 30, 2019 and December 31, 2018 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
Senior secured loans (includes unamortized discount of $8,357 and $3,490 based on an imputed interest rate of 5.8% and 6.9%, at September 30, 2019 and December 31, 2018, respectively)
|
$
|
341,643
|
|
|
$
|
279,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less current maturities
|
(2,476)
|
|
|
(6,015)
|
|
|
Total long-term debt
|
$
|
339,167
|
|
|
$
|
273,713
|
|
Credit Facility
On August 6, 2019, the Company entered into a new credit agreement (the “Credit Facility”) which provides for (i) a fully-drawn $350 million, 7 year, senior secured term loan B facility (the “Term Loan”) and (ii) a new $60 million, 5 year, revolving credit facility (the “Revolver”) that was fully available as of September 30, 2019. The Credit Facility replaced the Company's previous credit facility. All outstanding balances under our previous credit facility were paid off using proceeds from our new Credit Facility.
Payment terms
The Term Loan is repayable on a quarterly basis beginning on December 31, 2019 by an amount equal to 0.25% (1.00% per annum) of the aggregate principal amount of such loan. Any amount remaining unpaid is due and payable in full on August 6, 2026 (the “Term Loan Maturity Date”).
At the option of the Company, the Term Loan accrues interest at a per annum rate based on (i) the Base Rate plus a margin of 2.75% or (ii) the rate (not less than 0.00%) for Eurodollar deposits quoted on the LIBOR01 or LIBOR02 pages on the Reuters Screen, or as otherwise determined in accordance with the Credit Agreement (based on a period equal to 1, 2, 3 or 6 months or, if available and agreed to by all relevant Lenders and the Agent, 12 months or such period of less than 1 month) plus a margin of 3.75%. The Base Rate for any day is a rate per annum equal to the greatest of (i) the prime rate in effect on such day, (ii) the federal funds effective rate (not less than 0.00%) in effect on such day plus ½ of 1.00%, and (ii) the Eurodollar rate for a one month interest period beginning on such day plus 1.00%.
Accrued interest on the loans will be paid quarterly or, with respect to loans that are accruing interest based on the Eurodollar rate, at the end of the applicable interest rate period.
Lenders under the Credit Facility are entitled to a premium in the event of certain prepayments or repricings of the Term Loan made within six months of the Closing in an amount equal to 1.0% times the aggregate principal amount of the initial Term Loan prepaid in connection with a repricing transaction or the aggregate principal amount of the initial Term Loan outstanding on such date that is subject to an effective pricing reduction pursuant to a repricing transaction, as applicable.
Interest rate swap
On August 6, 2019, the Company also entered into an interest rate hedge instrument for the full 7 year term, effectively fixing our interest rate at 5.4% for the Term Loan. The interest rate associated with our new $60 million, 5 year, the Revolver remains floating.
The interest rate swap has been designated as a cash flow hedge and is valued using a market approach, which is a Level 2 valuation technique. At September 30, 2019, the fair value of the interest rate swap was $3.4 million liability as a result of a decline in short term interest rates and a continued flattening of the forward yield curve during the first nine months of 2019. In the next twelve months, the Company estimates that $0.5 million will be reclassified from Other comprehensive income and recorded as an increase/decrease to Interest expense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2019
|
|
|
|
|
|
|
|
(Loss) gain recognized in Other comprehensive income on derivative financial instruments
|
$
|
(3,379)
|
|
|
|
|
|
|
|
|
(Loss) gain reclassified from Other comprehensive income to Interest expense
|
$
|
283
|
|
|
|
|
|
|
|
|
Total Interest expense in which the effects of cash flow hedges are recorded
|
$
|
(3,162)
|
|
|
|
|
|
|
|
Revolver
Loans under the Revolver are available up to $60 million. The Revolver provides a subfacility whereby the Company may request letters of credit (the “Letters of Credit”) in an aggregate amount not to exceed, at any one time outstanding, $10,000,000 for the Company. The aggregate amount of outstanding Letters of Credit are reserved against the credit availability under the Maximum Revolver Amount.
Loans under the Revolver may be borrowed, repaid and reborrowed until August 6, 2024 (the “Maturity Date”), at which time all amounts borrowed under the Revolver must be repaid.
Covenants
The Credit Agreement contains customary affirmative and negative covenants. The negative covenants limit the ability of the Loan Parties 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 Credit Agreement also contains a financial covenant that requires the Company to maintain a Total Leverage Ratio (the ratio of funded indebtedness as of such date less the amount of unrestricted cash and cash equivalents of the Company and its guarantors in an amount not to exceed $50,000,000, to adjusted EBITDA (calculated on a pro forma basis including giving effect to any acquisition)), measured on a quarter-end basis for each four consecutive fiscal quarters then ended, of not greater than 6.00 to 1.00. This financial covenant, however, is only in effect if, as of the last day of any fiscal quarter, beginning with the fiscal quarter ended December 31, 2019, the aggregate outstanding amount of all Loans and Letters of Credit under the Revolver facility at such time is equal to or greater than 35% of the aggregate outstanding revolving commitments as of the most recently ended fiscal quarter.
The Term Loan and Revolver are secured by substantially all of the Company's assets. As of September 30, 2019 the Company was in compliance with all covenants under the Credit Facility.
Cash interest costs averaged 6.3% and 6.6% for the nine months ended September 30, 2019 and for the year ended December 31, 2018, respectively.
As a result of the paydown of our previous credit facility, the Company was required to write off debt issuance cost of $2.3 million as Loss on debt extinguishment, related to the unamortized debt discount on our previous term loan.
7. Net Loss Per Share
The following table sets forth the computations of loss per share (in thousands, except share and per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net Loss
|
$
|
(12,307)
|
|
|
$
|
(4,250)
|
|
|
$
|
(25,506)
|
|
|
$
|
(12,641)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted–average common shares outstanding, basic and diluted
|
24,568,483
|
|
|
20,089,919
|
|
|
22,550,232
|
|
|
19,916,907
|
|
|
Net loss per common share, basic and diluted
|
$
|
(0.50)
|
|
|
$
|
(0.21)
|
|
|
$
|
(1.13)
|
|
|
$
|
(0.63)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to the net losses for the three and nine months ended September 30, 2019 and September 30, 2018, respectively, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti–dilutive. The following table sets forth the anti–dilutive common share equivalents as of September 30, 2019 and September 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
Stock options
|
330,590
|
|
|
410,506
|
|
|
Restricted stock awards
|
709,444
|
|
|
1,473,898
|
|
|
Restricted stock units (1)
|
903,643
|
|
|
—
|
|
|
Total anti–dilutive common share equivalents
|
1,943,677
|
|
|
1,884,404
|
|
(1)During the three and nine months ended September 30, 2019 the Company granted restricted stock units under its 2014 Equity Incentive Plan for the first time in lieu of restricted stock awards. See Note 10. Stockholders' Equity in the notes to our unaudited condensed consolidated financial statements for more information.
8. Leases
Operating Leases
The Company leases office space under operating leases that expire between 2019 and 2025. The terms of the Company's non-cancelable operating lease arrangements typically contain fixed rent increases over the term of the lease, rent holidays and provide for additional renewal periods. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis.
Finance Leases
The current and long-term portion of finance lease obligations are recorded in other current liabilities and other long-term liabilities line items on the balance sheet, respectively. The Company's finance lease agreements are generally for four years and contain a bargain purchase option at the end of the lease term.
The components of lease expense were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
|
Operating lease cost
|
$
|
819
|
|
|
1,966
|
|
|
Finance lease costs:
|
|
|
|
|
Amortization of right-of-use assets
|
152
|
|
|
611
|
|
|
Interest on lease liabilities
|
22
|
|
|
64
|
|
|
|
|
|
|
|
Total lease costs
|
$
|
993
|
|
|
2,641
|
|
Other information about lease amounts recognized in our consolidated financial statements is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
|
Cash paid for amounts included in the measurement of lease liabilities (in thousands):
|
|
|
|
|
Operating cash flows from operating leases
|
$
|
807
|
|
|
$
|
2,231
|
|
|
Operating cash flows form finance leases
|
$
|
16
|
|
|
$
|
68
|
|
|
Financing cash flows from finance leases
|
$
|
120
|
|
|
$
|
503
|
|
|
Right-of-use assets obtained in exchange for lease obligations (in thousands):
|
|
|
|
|
Operating leases
|
$
|
231
|
|
|
$
|
2,541
|
|
|
Weighted average remaining lease term (in years):
|
|
|
|
|
Operating leases
|
|
|
4.3
|
|
Finance leases
|
|
|
1.2
|
|
Weighted average discount rate
|
|
|
|
|
Operating leases
|
|
|
|
6.4
|
%
|
|
Finance leases
|
|
|
|
5.7
|
%
|
Future minimum payments for operating and finance lease obligations and purchase commitments are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance Leases
|
|
Operating
Leases
|
|
Remainder of 2019
|
$
|
37
|
|
|
$
|
712
|
|
|
2020
|
85
|
|
|
1,768
|
|
|
2021
|
10
|
|
|
1,308
|
|
|
2022
|
10
|
|
|
1,187
|
|
|
2023
|
6
|
|
|
1,094
|
|
|
Thereafter
|
—
|
|
|
1,000
|
|
|
Total minimum lease payments
|
148
|
|
|
7,069
|
|
|
Less amount representing interest
|
(18)
|
|
|
(1,039)
|
|
|
Present value of lease liabilities
|
$
|
130
|
|
|
$
|
6,030
|
|
|
|
|
|
|
|
Accrued expenses and other current liabilities
|
$
|
123
|
|
|
$
|
—
|
|
|
Operating lease liabilities, current
|
—
|
|
|
2,045
|
|
|
Operating lease liabilities, noncurrent
|
—
|
|
|
3,985
|
|
|
Other long-term liabilities
|
7
|
|
|
—
|
|
|
Total lease liabilities
|
$
|
130
|
|
|
$
|
6,030
|
|
9. Commitments and Contingencies
Purchase Commitments
The Company has an outstanding purchase commitment with Amazon Web Services (“AWS”) to support its cloud infrastructure in conjunction with the consolidation and elimination of a substantial portion of its physical cloud infrastructure formerly maintained around the United States, Canada and the UK. Total expense with AWS for the three months ended September 30, 2019 and September 30, 2018 were approximately $1.5 million and $1.1 million, respectively, and for the nine months ended September 30, 2019 and September 30, 2018 were approximately $4.2 million and $2.6 million, respectively. The remaining purchase obligation after September 30, 2019 through June 30, 2021 is $1.4 million.
In addition, the Company purchased software development services pursuant to a technology services agreement with DevFactory FZ-LLC for the three months ended September 30, 2019 and September 30, 2018 totaling $1.2 million and $0.8 million, respectively, and for the nine months ended September 30, 2019 and September 30, 2018 were approximately $3.7 million and $2.4 million, respectively. The remaining purchase obligation after September 30, 2019 through December 31, 2019 is $1.2 million. See Note 12. Related Party Transactions for more information regarding our purchase commitment to this related party.
Litigation
In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. At this time, the Company is not involved in any current or pending legal proceedings, and does not anticipate any legal proceedings, that may have a material adverse affect on the consolidated financial position or results of operations of the Company.
10. Stockholders' Equity
Registration Statement
On December 12, 2018, the Company filed a registration statement on Form S-3 (File No. 333-228767) (the “S-3”), to register Upland securities in an aggregate amount of up to $250.0 million for offerings from time to time. On May 13, 2019, the Company completed a registered underwritten public offering pursuant to the S-3 of 3,795,000 shares of the Company's $0.0001 par value common stock for an offering price to the public of $42.00 per share. This included the 495,000 shares issuable pursuant to a fully exercised option to purchase additional shares granted to the underwriters of the offering. The net proceeds of the offering of $151.1 million, net of issuance costs of $8.3 million, were used for general business purposes, including the funding of acquisitions.
Foreign Currency Translation
The functional currency of our foreign subsidiaries are the local currencies. Results of operations for foreign subsidiaries are translated in United State dollars using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into United States dollars using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders' equity in accumulated other comprehensive loss.
The Company has foreign currency denominated intercompany loans that were used to fund the acquisitions of foreign subsidiaries. Due to the long-term nature of the loan, the foreign currency gains (losses) resulting from re-measurement are recognized as a component of accumulated other comprehensive income (loss). During the three and nine months ended September 30, 2019, a foreign currency translation adjustment loss of $3.6 million and $3.6 million, respectively, was recognized as a component of accumulated other comprehensive income (loss) related to this long-term intercompany loan.
Stock-Based Compensation
The Company recognized stock-based compensation expense from all awards in the following expense categories (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Cost of revenue
|
$
|
250
|
|
|
$
|
195
|
|
|
$
|
763
|
|
|
$
|
464
|
|
|
Research and development
|
683
|
|
|
383
|
|
|
1,637
|
|
|
871
|
|
|
Sales and marketing
|
508
|
|
|
169
|
|
|
1,012
|
|
|
368
|
|
|
General and administrative
|
5,746
|
|
|
3,034
|
|
|
15,304
|
|
|
8,677
|
|
|
Total
|
$
|
7,187
|
|
|
$
|
3,781
|
|
|
$
|
18,716
|
|
|
$
|
10,380
|
|
Restricted Stock Awards
Restricted share activity during the nine months ended September 30, 2019 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Restricted Shares
Outstanding
|
|
Weighted-Average Grant Date Fair Value
|
|
Unvested balances at December 31, 2018
|
997,014
|
|
|
$
|
23.93
|
|
|
|
|
|
|
|
Awards vested
|
(279,403)
|
|
|
23.85
|
|
|
Awards forfeited
|
(8,167)
|
|
|
28.06
|
|
|
Unvested balances at September 30, 2019
|
709,444
|
|
|
$
|
23.91
|
|
Restricted Stock Units
During the nine months ended September 30, 2019 the Company granted restricted stock units under its 2014 Stock Incentive Plan, in lieu of restricted stock awards, primarily for stock plan administrative purposes. Restricted stock unit activity during the nine months ended September 30, 2019 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Restricted Stock Units Outstanding
|
|
Weighted-Average Grant Date Fair Value
|
|
Unvested balances at December 31, 2018
|
|
|
|
|
|
|
Units granted
|
1,013,747
|
|
|
39.31
|
|
|
Units vested
|
(105,104)
|
|
|
34.83
|
|
|
Awards forfeited
|
(5,000)
|
|
|
41.73
|
|
|
Unvested balances at September 30, 2019
|
903,643
|
|
|
$
|
39.82
|
|
Stock Option Activity
Stock option activity during the nine months ended September 30, 2019 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Options
Outstanding
|
|
Weighted–
Average
Exercise
Price
|
|
Outstanding at December 31, 2018
|
408,899
|
|
|
$
|
8.08
|
|
|
|
|
|
|
|
Options exercised
|
(77,444)
|
|
|
6.12
|
|
|
Options forfeited
|
(556)
|
|
|
7.74
|
|
|
Options expired
|
(309)
|
|
|
1.49
|
|
|
Outstanding at September 30, 2019
|
330,590
|
|
|
$
|
8.55
|
|
11. Revenue Recognition
Revenue Recognition Policy
Revenues are recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when made available to the customers. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenues are recognized net of sales credits and allowances. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.
Revenue is recognized based on the following five step model in accordance with ASC 606, Revenue from Contracts with Customers:
•Identification of the contract with a customer
•Identification of the performance obligations in the contract
•Determination of the transaction price
•Allocation of the transaction price to the performance obligations in the contract
•Recognition of revenue when, or as, the Company satisfies a performance obligation
Performance obligations under our contracts consist of subscription and support, perpetual licenses, and professional services revenues within a single operating segment.
Subscription and Support Revenues
The Company's software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company's solution is made available to the customer. As our customers have access to use our solutions over the term of the contract agreement we believe this method of revenue recognition provides a faithful depiction of the transfer of services provided. Our subscription contracts are generally one to three years in length. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on whether the revenue recognition criteria have been met. Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as revenue at the end of each month and is invoiced concurrently.
Perpetual License Revenues
The Company also records revenue from the sales of proprietary software products under perpetual licenses. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. The Company’s products do not require significant customization.
Professional Services Revenue
Professional services provided with subscription and support licenses and perpetual licenses consist of implementation fees, data extraction, configuration, and training. The Company’s implementation and configuration services do not involve significant customization of the software and are not considered essential to the functionality. Revenues from professional services are recognized over time as such services are performed. Revenues for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenues for consumption-based services are generally recognized as the services are performed.
Messaging-related Revenue
The Company recognizes subscription revenue for its digital engagement application which provides short code connectivity for its two-way SMS programs and campaigns. The Company evaluates whether it is appropriate to recognize revenue based on the gross amount billed to its customers for these services. Since the Company is primarily obligated in these transactions, has latitude in establishing prices associated with its messaging program management services, is responsible for fulfillment of the transaction, and has credit risk, revenue is recorded on a gross basis. While none of the factors individually are considered presumptive or determinative, in reaching conclusions on gross versus net revenue recognition, the Company places the most weight on the analysis of whether or not it is the primary obligor in the arrangement.
Significant Judgments
Performance Obligations and Standalone Selling Price
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company has contracts with customers that often include multiple performance obligations, usually including professional services sold with either individual or multiple subscriptions or perpetual licenses. For these contracts, the Company accounts for individual performance obligations separately if they are distinct by allocating the contract's total transaction price to each performance obligation in an amount based on the relative standalone selling price, or SSP, of each distinct good or service in the contract.
Judgment is required to determine the SSP for each distinct performance obligation. A residual approach is only applied in limited circumstances when a particular performance obligation has highly variable and uncertain SSP and is bundled with other performance obligations that have observable SSP. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, historical standalone sales, customer demographics, geographic locations, and the number and types of users within our contracts.
Other Considerations
The Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) for vendor reseller agreements. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues, and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific good or service and directs
their use to create the combined output. The Company's control is evidenced by its involvement in the integration of the good or service on its platform before it is transferred to its customers, and is further supported by the Company being primarily responsible to its customers and having a level of discretion in establishing pricing. Revenues provided from agreements in which the Company is an agent are immaterial.
Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days and include no general rights of return. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Example includes invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period.
Contract Balances
The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables (contract assets), and deferred revenues (contract liabilities). Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in contract assets. Contract assets are expected to be billed during the succeeding twelve-month period and are recorded in 'Unbilled receivables' in our consolidated statement of operations. A contract liability results when we receive prepayments or deposits from customers in advance for implementation, maintenance and other services, as well as initial subscription fees. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. We recognize contract liabilities as revenues upon satisfaction of the underlying performance obligations. Contract liabilities that are expected to be recognized as revenues during the succeeding twelve-month period are recorded in 'Deferred revenue' and the remaining portion is recorded in 'Deferred revenue noncurrent' on the accompanying consolidated balance sheets at the end of each reporting period.
Unbilled Receivables
Unbilled receivables represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for software licenses already delivered and professional services already performed, but billed in arrears and for which the Company believes it has an unconditional right to payment. As of September 30, 2019 and December 31, 2018, unbilled receivables were $4.8 million and $3.7 million, respectively.
Deferred Commissions
Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Deferred commissions and other costs for a particular customer agreement for initial contracts are amortized over the expected life of the customer relationships, which has been determined to be approximately 6 years based on historical data and managements judgment, once revenue recognition criteria are met. We utilized the 'portfolio approach' practical expedient permitted under ASC 606-10-10-4, which allows entities to apply the guidance to a portfolio of contracts with similar characteristics as the effects on the financial statements of this approach would not differ materially from applying the guidance to individual contracts. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred commissions, current, and the remainder is recorded in long-term assets as deferred commissions, net of current portion. Amortization expense is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations. Deferred commissions are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable consistent with the Company's long-lived assets policy. No indicators of impairment were identified during the nine months ended September 30, 2019.
The following table presents the activity impacting deferred commissions for the nine months ended September 30, 2019 (in thousands):
|
|
|
|
|
|
|
|
Balance at December 31, 2018
|
$
|
8,925
|
|
|
|
|
|
|
|
|
Capitalized deferred commissions
|
6,267
|
|
|
Amortization of deferred commissions
|
(2,555)
|
|
|
Balance at September 30, 2019
|
$
|
12,637
|
|
Deferred Revenue
Deferred revenue represents either customer advance payments or billings for which the aforementioned revenue recognition criteria have not yet been met.
Deferred revenue is mainly unearned revenue related to subscription services and support services. During the nine months ended September 30, 2019, we recognized $47.2 million and $2.3 million of subscription services and professional services
revenue, respectively, that was included in the deferred revenue balances at the beginning of the period. In addition, during the nine months ended September 30, 2019 we recognized $2.4 million in revenue that was included in the acquired deferred revenue balances of our 2019 acquisitions as disclosed in Note 2. Acquisitions.
Remaining Performance Obligations
As of September 30, 2019, approximately $166.4 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 70% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.
Disaggregated Revenue
The Company disaggregates revenue from contracts with customers by geography and revenue generating activity, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Revenue by geography is based on the ship-to address of the customer, which is intended to approximate where the customers' users are located. The ship-to country is generally the same as the billing country. The Company has operations primarily in the U.S., United Kingdom and Canada. Information about these operations is presented below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Subscription and support:
|
|
|
|
|
|
|
|
|
United States
|
$
|
36,503
|
|
|
$
|
27,966
|
|
|
$
|
100,778
|
|
|
$
|
76,685
|
|
|
United Kingdom
|
9,334
|
|
|
1,277
|
|
|
28,082
|
|
|
4,039
|
|
|
Canada
|
2,501
|
|
|
1,355
|
|
|
6,233
|
|
|
4,084
|
|
|
Other International
|
2,721
|
|
|
3,321
|
|
|
9,664
|
|
|
9,994
|
|
|
Total subscription and support revenue
|
51,059
|
|
|
33,919
|
|
|
144,757
|
|
|
94,802
|
|
|
Perpetual license:
|
|
|
|
|
|
|
|
|
United States
|
830
|
|
|
787
|
|
|
1,882
|
|
|
1,805
|
|
|
United Kingdom
|
20
|
|
|
4
|
|
|
37
|
|
|
94
|
|
|
Canada
|
37
|
|
|
71
|
|
|
94
|
|
|
251
|
|
|
Other International
|
88
|
|
|
53
|
|
|
194
|
|
|
1,074
|
|
|
Total perpetual license revenue
|
975
|
|
|
915
|
|
|
2,207
|
|
|
3,224
|
|
|
|
|
|
|
|
|
|
|
|
Professional services:
|
|
|
|
|
|
|
|
|
United States
|
2,229
|
|
|
1,939
|
|
|
6,764
|
|
|
5,145
|
|
|
United Kingdom
|
525
|
|
|
87
|
|
|
1,709
|
|
|
237
|
|
|
Canada
|
114
|
|
|
107
|
|
|
406
|
|
|
455
|
|
|
Other International
|
163
|
|
|
177
|
|
|
728
|
|
|
842
|
|
|
Total professional service revenue
|
3,031
|
|
|
2,310
|
|
|
9,607
|
|
|
6,679
|
|
|
Total revenue
|
$
|
55,065
|
|
|
$
|
37,144
|
|
|
$
|
156,571
|
|
|
$
|
104,705
|
|
12. Related Party Transactions
We are a party to two agreements with companies controlled by a non-management investor in the Company:
•On March 28, 2017, the Company entered into an amendment to the Amended and Restated Technology Services Agreement with DevFactory FZ LLC ("DevFactory") to extend the initial term end date from December 31, 2017 to December 31, 2021. Additionally, the Company amended the option for either party to renew annually for one additional year. The effective date of the amendment is January 1, 2017. DevFactory is an affiliate of ESW Capital LLC, which holds more than 5% of the Company's capital stock. The Company has an outstanding purchase commitment in 2019 for software development services pursuant to this agreement in the amount of $4.9 million. For years after 2019, the purchase commitment amount for software development services will be equal to the prior year purchase commitment increased (decreased) by the percentage change in total revenue for the prior year as compared to the preceding year. For example, if 2019 total revenues increase by 10% as compared to 2018 total revenues, then the 2020 purchase commitment will increase by approximately $0.5 million from the 2019 purchase commitment amount to approximately $5.4 million. The Company purchased software development services pursuant to this agreement with DevFactory of $1.2 million and $0.8 million during the three months ended September 30, 2019 and September 30, 2018, respectively, and $3.7 million and $2.4 million during the nine months ended September 30, 2019 and September 30, 2018, respectively.
•The Company purchased services from Crossover, Inc. ("Crossover"), a company controlled by ESW Capital, LLC (a non-management investor) during the three months ended September 30, 2019 and September 30, 2018 of approximately $0.8 million and $0.8 million, respectively, and during the nine months ended September 30, 2019 and September 30, 2018 approximately $2.7 million and $2.4 million, respectively. Crossover provides a proprietary technology system to help the Company identify, screen, select, assign, and connect with necessary resources from time to time to perform technology software development and other services throughout the Company, and track productivity of such resources. While there are no purchase commitments with Crossover, the Company continues to use its services in 2019.
The Company has an arrangement with a former subsidiary, Visionael Corporation ("Visionael"), to provide management, human resource, payroll and administrative services. John T. McDonald, the Company's Chief Executive Officer and Chairman of the Board, beneficially holds an approximate 26.18% interest in Visionael. The Company received fees from this arrangement during the three months ended September 30, 2019 and September 30, 2018 totaling $15,000 and $15,000, respectively, and during the nine months ended September 30, 2019 and September 30, 2018 totaling $45,000 and $45,000, respectively.
13. Subsequent Events
Subsequent to the period ended September 30, 2019 the Company completed the below acquisition.
On October 1, 2019, the Company completed its acquisition of InGenius Software Inc., a Canadian corporation (“InGenius”), pursuant to a Stock Purchase Agreement dated October 1, 2019 ("Purchase Agreement"), by and among Upland, 11636243 Canada Inc., a Canadian corporation and a wholly owned indirect subsidiary of the Company ("Acquisition Sub"), InGenius, the Stockholders of InGenius and Dale Gantous, as Stockholder Representative. Pursuant to the Purchase Agreement, Upland, through the Acquisition Sub, purchased 100% of outstanding shares of InGenius. The purchase price paid for InGenius was $26.4 million in cash at closing and a $3.0 million cash holdback payable in 12 months (subject to indemnification claims).
On October 4, 2019, the Company’s wholly owned subsidiary, PowerSteering Software Limited, a limited company incorporated under the laws of England and Wales (“PowerSteering UK”), entered into an agreement to purchase the shares comprising the entire issued share capital of Altify Ireland Limited, a private company limited by shares organized and existing under the laws of Ireland (“Altify”), pursuant to a Share Purchase Agreement by and among PowerSteering UK, the sellers of shares of Altify named therein, and Roy Enright, as sellers' representative (the “Share Purchase Agreement”). The aggregate consideration paid for the Altify shares was $84 million in cash at closing. The purchase price consideration paid by the Company came from the Company's cash on hand and borrowings under the Company's credit facility.
In conjunction with the acquisition of Altify, $59 million was drawn on Upland's revolving credit facility, taking Upland's gross debt outstanding to $409 million. With approximately $56 million of cash on-hand, Upland's net debt immediately following the acquisition was approximately $353 million.
In addition, subsequent to September 30, 2019, in connection with the periodic review of its business and in light of Upland's new go-to-market strategy that is centered on thematic solution suites of related products, Upland has decided to divest and/or sunset certain small non-strategic customer contracts and related assets (the “Sunset Assets”). The Sunset Assets accounted for approximately 1% of the Company's assets as of September 30, 2019.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 15, 2019. In addition to historical information, this Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements generally relate to future events or our future financial or operating performance. Forward-looking statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “may,” “will,” “continue,” “seek,” “estimate,” “intend,” “hope,” “predict,” “could,” “should,” “would,” “project,” “plan,” “expect” or the negative or plural of these words or similar expressions, although not all forward-looking statements contain these words.
Factors or risks that could cause our actual results to differ from the results we anticipate include, but are not limited to:
•our financial performance and our ability to achieve or sustain profitability or predict future results;
•our ability to consummate and integrate acquisitions;
•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;
•maintaining our senior management team and key personnel;
•our ability to maintain and expand our direct sales organization;
•the performance of our resellers;
•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, 2018, filed with the SEC on March 15, 2019, as updated by this Quarterly Report on Form 10-Q and periodically updated as necessary in our future quarterly reports on Form 10-Q and other filings that we make with the SEC.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from our forward-looking statements, including risks and uncertainties detailed in this and our other reports and filings with the SEC. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q.
Overview
We provide cloud-based enterprise work management software. We define enterprise work management software as software applications that enable organizations to plan, manage and execute projects and work. Our family of applications enables users to manage their projects, professional workforce and IT investments, automate document-intensive business processes, and effectively engage with their customers, prospects, and community via the web and mobile technologies.
The continued growth of an information-based economy has given rise to a large and growing group of knowledge workers who operate in dynamic work environments as part of geographically dispersed and virtual teams. We believe that manual processes and legacy on- premise enterprise systems are insufficient to address the needs of the modern work environment. In order for knowledge workers to be successful, they need to interact with intuitive enterprise work systems in a collaborative way, including real-time access. Today, legacy processes and systems are being disrupted and replaced by cloud-based enterprise work management software that improves visibility, collaboration and productivity.
In response to these changes, we are providing organizations and their knowledge workers with software applications that better align resources with business objectives and increase visibility, governance, collaboration, quality of customer experience, and responsiveness to changes in the business environment. This results in increased work capacity, higher productivity, better execution, and greater levels of customer engagement. Our applications are easy-to-use, scalable, and offer real-time collaboration for knowledge workers distributed on a local or global scale. Our software applications address enterprise work challenges in the following enterprise solution categories:
•Customer Experience Management. Upland Customer Experience Management, or CXM, solutions enable organizations to manage customer relationships across multiple channels - including email, SMS, MMS, web, social, and mobile apps. Upland products within this solution suite include Upland Mobile Messaging, Rant & Rave, Adestra, RightAnswers and Postup.
•Sales Enablement. Upland Sales Enablement solutions enable sales organizations to automate delivery of processes, sales activities, content, systems, and metrics at multiple stages of the sales process. Upland products within this solution suite include Qvidian, RO Innovation, LeadLander and Kapost.
•Professional Services Automation. Upland Professional Services Automation, or PSA, solutions enable services organizations to manage professional services delivery and related functions. Upland products within this solution suite include Tenrox, RightAnswers, FileBound, RO Innovation, and Qvidian.
•Project and Financial Management. Upland Project and Financial Management solutions enable enterprises to manage project portfolios and track, analyze and manage IT, cloud, and telecom spending. Upland products within this solution suite include PowerSteering, Eclipse PPM, RightAnswers, ComSci, and Cimpl.
•Enterprise Knowledge Management. Upland Enterprise Knowledge Management, or KM, solutions enable knowledge-sharing across different departments within an organization. Upland products within this solution suite include RightAnswers, Tenrox, and PowerSteering.
•Secure Document Services. Upland Secure Document Services solutions enable organizations to manage and automate document intensive business processes with security of data through scan and fax platforms, data monitoring and breach prevention capabilities, and the automated routing of content to its final destination. Upland products within this solution suite include AccuRoute, FileBound, and InterFAX.
•Document Lifecycle Automation. Upland Document Lifecycle solutions enable users to digitize, organize, automate, integrate, analyze and optimize high volume processes. Upland products within this solution suite include AccuRoute, FileBound, Qvidian, and RO Innovation.
We sell our software applications primarily through a direct sales organization comprised of inside sales and field sales personnel. In addition to our direct sales organization, we have an indirect sales organization, which sells to distributors and value-added resellers. We employ a land-and-expand go-to-market strategy. After we demonstrate the value of an initial application to a customer, our sales and account management teams work to expand the adoption of that initial application across the customer, as well as cross-sell additional applications to address other enterprise work management needs of the customer. Our customer success organization supports our direct sales efforts by managing the post-sale customer lifecycle.
Our subscription agreements are typically sold either on a per-seat basis or on a minimum contracted volume basis with overage fees billed in arrears, depending on the application being sold. We service customers ranging from large global
corporations and government agencies to small- and medium-sized businesses. We have more than 9,000 customers with over 1,000,000 users across a broad range of industries, including financial services, retail, technology, manufacturing, legal, education, consumer goods, media, telecommunications, government, non-profit, food and beverage, healthcare and life sciences.
Through a series of acquisitions and integrations, we have established a diverse family of software applications under the Upland brand and in the product solution categories listed above, each of which addresses a specific enterprise work management need. Our revenue has grown from $22.8 million in 2012 to $149.9 million in 2018 (and to $156.6 million for the nine months ended September 30, 2019), representing an approximate 558% growth rate between 2012 and 2018. Historically, our revenues have been primarily generated in the United States, however, as a result of acquisitions made over the past three years of companies with more international presence, domestic revenue as a percentage of total revenue has decreased. During the nine months ended September 30, 2019 foreign revenue as a percent of total revenue increased to 30% compared to 22% during the year ended December 31, 2018. The increase in foreign revenue as a percent of total revenue is due primarily to the acquisitions of Rant & Rave and Adestra during the fourth quarter of 2018, as a majority of each company's operations reside outside the United States. See Note 11. Revenue Recognition in the notes to our unaudited condensed consolidated financial statements for more information regarding our revenue as it relates to domestic and foreign operations.
To support continued growth, we intend to pursue acquisitions within our core enterprise solution suites of complementary technologies and businesses. This will expand our product families, customer base, and market access resulting in increased benefits of scale. Consistent with our growth strategy, we have made twenty-three acquisitions from February 2012 through September 30, 2019.
Key Metrics
In addition to the GAAP financial measures described below in “Components of Operating Results,” we regularly review the following key metrics to evaluate and identify trends in our business, measure our performance, prepare financial projections and make strategic decisions.
Adjusted EBITDA
We monitor our Adjusted EBITDA to help us evaluate the effectiveness and efficiency of our operations. Adjusted EBITDA is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, plus depreciation and amortization expense, interest expense, net, other expense (income), net, provision for income taxes, stock-based compensation expense, acquisition-related expenses, and purchase accounting adjustments for deferred revenue.
The following table presents a reconciliation of net loss from continuing operations, the most comparable GAAP measure, to Adjusted EBITDA for each of the periods indicated.
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2019
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2018
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2019
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2018
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(dollars in thousands)
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Reconciliation of net income (loss) to Adjusted EBITDA:
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Net loss
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$
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(12,307)
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$
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(4,250)
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$
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(25,506)
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$
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(12,641)
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Add:
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Depreciation and amortization expense
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8,570
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5,387
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23,722
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14,604
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Interest expense, net
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5,517
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3,118
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15,879
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8,755
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Loss on debt extinguishment
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2,317
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—
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2,317
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—
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Other expense (income), net
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228
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744
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1,681
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965
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Provision for income taxes
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547
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735
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(6,166)
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2,118
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Stock-based compensation expense
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7,187
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3,781
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18,716
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10,380
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Acquisition-related expense
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7,457
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2,497
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24,444
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8,739
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Purchase accounting deferred revenue discount
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1,176
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1,052
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2,458
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3,470
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Adjusted EBITDA
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$
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20,692
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$
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13,064
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$
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57,545
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$
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36,390
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We believe that Adjusted EBITDA provides useful information to management, investors and others in understanding and evaluating our operating results for the following reasons:
•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 assess the effectiveness of our business strategies and to communicate with our board of directors concerning our financial performance because Adjusted EBITDA eliminates the impact of items that we do not consider indicative of our core operating performance;
•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.
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. The use of Adjusted EBITDA as an analytical tool has limitations such as:
•depreciation and amortization are non-cash charges, the assets being depreciated or amortized will often have to be replaced in the future and 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 interest 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.
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.