Upland Software, Inc. (Nasdaq: UPLD) announced that it has
acquired BlueVenn, a leading cloud-based customer data platform
(CDP). With BlueVenn, Upland customers can now securely unify their
consumer data, unlocking the insights needed to create omnichannel
digital engagement strategies to drive their business forward, all
from a single vendor.
“BlueVenn is a highly strategic acquisition and a big step
forward for Upland in the Customer Experience (CX) category,” said
Jack McDonald, chairman and CEO of Upland. “Centralizing customer
data has been a persistent challenge for enterprises since today's
digital consumer uses text, email, mobile applications, and
websites to interact with the brands, products, and services they
love. BlueVenn will sit at the center of our Customer Experience
Management (CXM) offering and deliver a single view of the customer
that will drive better engagement across every digital
channel.”
BlueVenn currently provides its global customer base, which
includes among many others Gannett, Subaru UK, and The American
Automobile Association, with the ability to securely access all of
their online and offline consumer data sources – from in-store to
email to mobile - in one centralized location. This unified view
unlocks unique insights into crucial buying behaviors and makes
them actionable, which allows companies to optimize omnichannel
marketing campaign performance. All while ensuring consumer
information is kept secure and compliant with regulations such as
GDPR and CCPA.
“As our dealership network grew, each one respectively managing
their consumer information, we began noticing discrepancies in our
data. Consumers either moved or were interested in different
vehicle types, and we had no way to track and verify that
information, which meant we were losing critical moments to
engage,” said Andrew Edmiston, managing director of Subaru UK.
“With BlueVenn, we were able to unify our consumer database across
our dealerships and then segment that information to create a
stronger national marketing engagement strategy, which tripled our
test drives and ultimately doubled our sales.”
With a unified consumer database sitting at the center of
Upland’s CXM product suite, customers will have the power to reach
their consumers where they are, driving engagement and conversions
whether on email, mobile application, SMS, or online. Learn more at
uplandsoftware.com/bluevennacquisition.
“Over the last seven years, BlueVenn and Upland have built a
very successful partnership, integrating our technologies to
provide incredible value to our mutual customers. By now joining
Upland, we are helping marketers around the globe elevate their
customer engagement capabilities,” said Steve Klin, CEO of
BlueVenn. “I’m proud of what the BlueVenn team has built and look
forward to the next evolution of this market at Upland.”
The purchase price paid for BlueVenn was $51.9 million in cash
at closing (net of cash acquired), paid out of cash on hand, and a
$2.4 million cash holdback payable in twelve months (subject to
indemnification claims). The foregoing excludes any potential
future earn-out payments tied to additional performance based
goals. Upland expects the acquisition to generate annual revenue of
approximately $15.5 million, of which approximately $13.2 million
is recurring, and will be subject to reductions for deferred
revenue discount as a result of GAAP purchase accounting, estimated
at $3.4 million for the remainder of 2021. The price paid for the
acquisition is within Upland’s target range of 5-8x pro forma
Adjusted EBITDA and it is expected that BlueVenn will generate at
least $6.8 million in Adjusted EBITDA annually once fully
integrated. The acquisition will be immediately accretive to
Upland’s Adjusted EBITDA per share although incremental
contributions to Adjusted EBITDA in March and the second quarter of
2021 will be minimal as the acquisition transforms into model.
Business Outlook
For the quarter ending March 31, 2021, Upland expects reported
total revenue to be between $71.5 and $75.5 million, including
subscription and support revenue between $68.4 and $71.4 million,
for growth in recurring revenue of 9% at the mid-point over the
quarter-ended March 31, 2020. First quarter 2021 Adjusted EBITDA is
expected to be between $21.6 and $23.6 million, for an Adjusted
EBITDA margin of 31% at the mid-point, representing a reduction of
8% at the mid-point over the quarter-ended March 31, 2020,
reflecting our incremental investment in our sales headcount and
related lead generation activities.
For the full year ending December 31, 2021, Upland expects
reported total revenue to be between $299.0 and $311.0 million,
including subscription and support revenue between $285.3 and
$295.3, for growth in recurring revenue of 5% at the mid-point over
the year ended December 31, 2020. Full year 2021 Adjusted EBITDA is
expected to be between $94.4 and $100.4 million, for an Adjusted
EBITDA margin of 32% at the mid-point, representing a reduction of
3% at the mid-point over the year ended December 31, 2020,
reflecting our incremental investment in our sales headcount and
related lead generation activities.
About Upland Software
Upland Software (Nasdaq: UPLD) is a leader in cloud-based tools
for digital transformation. The Upland Cloud enables thousands of
organizations to engage with customers on key digital channels,
optimize sales team performance, manage projects and IT costs, and
automate critical document workflows. The Upland Cloud is backed by
a 100% customer success commitment and the UplandOne platform,
which puts customers at the center of everything we do. To learn
more, visit www.uplandsoftware.com.
About BlueVenn
BlueVenn provides marketers with all the analytics, predictive
insight and omnichannel marketing automation capabilities they
need. Powered by its customer data platform, BlueVenn unifies every
customer interaction throughout time, from all devices and
channels, and provides the ability for marketers to understand
customer behavior while delivering personalized, real-time
experiences that increase engagement and overall spend. BlueVenn
has five offices, located in the U.S., U.K., and France.
Results International acted as exclusive financial advisor to
BlueVenn.
Notes & Forward-looking Statements
Annualized revenues exclude the impact of deferred revenue
discount associated with GAAP purchase accounting. This release
contains forward-looking statements, which are subject to
substantial risks, uncertainties and assumptions. Accordingly, you
should not place undue reliance on these forward-looking
statements. Forward-looking statements include any statement that
does not directly relate to any historical or current fact and
often include words such as “target,” “believe,” “expect,”
“anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may”
or similar expressions. Actual results may differ materially from
those indicated by such forward-looking statements as a result of
various important factors, including: our financial performance and
our ability to achieve, sustain or increase profitability or
predict financial results; our ability to attract and retain
customers; our ability to deliver high-quality customer service;
lack of demand growth for enterprise work management applications;
our ability to effectively manage our growth; our ability to
consummate and integrate acquisitions and mergers; our ability to
maintain our senior management and key personnel; our ability to
maintain and expand our direct sales organization; the performance
of our resellers; our ability to adapt to changing market
conditions and competition; our ability to successfully enter new
markets and manage our international expansion; fluctuations in
currency exchange rates; the operation and reliability of our
third-party data centers and other service providers; and factors
that could affect our business and financial results identified in
Upland’s filings with the Securities and Exchange Commission (the
“SEC”), including Upland’s most recent annual report on Form 10-K
filed with the SEC. Additional information will also be set forth
in Upland’s future quarterly reports on Forms 10-Q, annual reports
on Form 10-K, and other filings that Upland makes with the SEC. The
forward-looking statements herein represent Upland’s views as of
the date of this press release and these views could change.
However, while Upland may elect to update these forward-looking
statements at some point in the future, Upland specifically
disclaims any obligation to do so. These forward-looking statements
should not be relied upon as representing the views of Upland as of
any date subsequent to the date of this press release.
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are
prepared and presented in accordance with GAAP, we use non-GAAP
financial measures including Adjusted EBITDA.
We use non-GAAP financial measures for financial and operational
decision-making and as a means to evaluate period-to-period
comparisons. Our management believes that non-GAAP financial
measures provide meaningful supplemental information regarding our
performance and liquidity by excluding certain expenses and
expenditures that may not be indicative of our recurring core
business operating results, such as our revenues excluding the
impact for foreign currency fluctuations or our operating
performance excluding not only non-cash charges, but also discrete
cash charges that are infrequent in nature. We believe that both
management and investors benefit from referring to non-GAAP
financial measures in assessing our performance and when planning,
forecasting, and analyzing future periods. Non-GAAP financial
measures also facilitate management’s internal comparisons to our
historical performance and liquidity as well as comparisons to our
competitors’ operating results. We believe non-GAAP financial
measures are useful to investors both because they allow for
greater transparency with respect to key metrics used by management
in its financial and operational decision-making, and they are used
by our institutional investors and the analyst community to help
them analyze the health of our business.
Upland defines Adjusted EBITDA as net income (loss), calculated
in accordance with GAAP, plus net income (loss) from discontinued
operations, depreciation and amortization expense, interest
expense, net, other expense (income), net, provision for income
taxes, stock-based compensation expense, acquisition-related
expenses, non-recurring litigation costs, and purchase accounting
adjustments for deferred revenue.
For a reconciliation of non-GAAP financial measures to the most
directly comparable GAAP financial measures, please see Upland’s
earnings press releases filed on Forms 8-K with the SEC and on the
Investor Relations section of Upland’s website at
investor.uplandsoftware.com. We are unable to reconcile any
forward-looking non-GAAP financial measures to their directly
comparable GAAP financial measures because the information which is
needed to complete a reconciliation is unavailable at this time
without unreasonable effort.
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version on businesswire.com: https://www.businesswire.com/news/home/20210302005743/en/
Kendell Kelton 678.575.7428 media@uplandsoftware.com
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