Upland Software Acquires Altify, Raises Guidance

AUSTIN, Texas–(BUSINESS WIRE)–Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based enterprise work management software, has acquired Altify, the leading customer revenue optimization (CRO) cloud solution for sales and the extended revenue teams. Altify will be a core platform of Upland’s Sales Optimization solution suite, the market’s first to combine opportunity and account management, sales process automation, customer reference management, and RFP and sales proposal automation, all supported by a robust content operations platform to ensure consistent messaging for high impact revenue teams. The acquisition adds approximately $24 million in annualized revenues and will be immediately accretive to Upland’s Adjusted EBITDA per share.

“Built natively on Salesforce, Altify empowers revenue teams to build customer contacts, qualify deals, identify new and up-sell opportunities, and improve overall sales execution with guided selling,” said Jack McDonald, founder, chairman, and CEO of Upland Software. “This transaction is a core strategic addition, is immediately accretive to Adjusted EBITDA per share, and takes Upland to a $259 million annualized revenue run rate and a $99 million annualized Adjusted EBITDA run rate. Our acquisition pipeline is robust, and we are actively pursuing additional opportunities to build out our solution suites.”

Customer Revenue Optimization (CRO) is a new cloud solution category that automates the selling process, defining a set of actions for sales reps and managers to win deals, grow accounts, and maximize revenue for new business as well as up-sell, cross-sell, and renewals management. CRO enables salespeople and the extended revenue team to take a strategic approach to account planning, so they no longer miss a critical part of a revenue opportunity. With Altify, Upland can now offer CRO along with its Qvidian RFP and sales proposal automation solution, RO Innovation customer reference management solution, and Kapost B2B content operations platform.

“We are thrilled to welcome Altify’s customers and team members to Upland,” said Sean Nathaniel, Upland’s chief technology officer and executive vice president of Workflow Automation Solutions. “Altify is a leader in the customer revenue optimization category, combining a deep understanding of sales strategy and best practices, sales methodology, and applications with artificial intelligence to help drive sales.”

The purchase price paid for Altify was $84.0 million in cash at closing. Upland expects the acquisition to generate annual revenue of approximately $24.0 million, of which $22.0 million is recurring, subject to reductions for a deferred revenue discount as a result of GAAP purchase accounting, estimated as $2.0 million for the remainder of 2019 based on a preliminary purchase price allocation and valuation of acquired deferred revenue. The acquisition is within Upland’s target price range of 5-8x pro forma Adjusted EBITDA, and Upland expects it to generate at least $10.8 million in Adjusted EBITDA annually once fully integrated. The acquisition will be immediately accretive to Upland’s Adjusted EBITDA per share.

In conjunction with this acquisition, $59 million was drawn on Upland’s revolving credit facility, taking Upland’s gross debt outstanding to $409 million, and with approximately $56 million of cash on-hand, Upland’s net debt is now approximately $353 million. The current terms of Upland’s credit facility permit the company to issue at least $100 million of additional debt under the facility. The facility will also permit Upland to incur additional debt as Adjusted EBITDA continues to grow.

Business Outlook

Upland today also announced that it has raised its full year 2019 guidance to reflect the Altify acquisition, raising revenue, recurring revenue, and Adjusted EBITDA guidance ranges. The increase in 2019 revenue guidance below is net of a reduction for a deferred revenue discount as a result of GAAP purchase accounting, and all guidance adjustments are prorated for an effective closing date of October 1, 2019.

In addition, in connection with a periodic business review, Upland has decided to divest and/or sunset certain small, non-strategic customer contracts and related assets. Those actions reduce Upland’s annualized revenue run rate by $2.4 million and annualized Adjusted EBITDA run rate by $1.2 million. The guidance below, and the run rates cited elsewhere in this press release, reflect such divestiture and sunset.

For the full year ending December 31, 2019, Upland expects reported total revenue to be between $217.3 and $221.3 million, including subscription and support revenue between $202.0 and $205.2 million, for growth in recurring revenue of 49% at the mid-point over the year ended December 31, 2018. Adjusted EBITDA is expected to be between $80.5 and $82.5 million, for an Adjusted EBITDA margin of roughly 37% at the midpoint, representing growth of 53% at the mid-point over the year ended December 31, 2018. The transaction will be immediately accretive to Upland’s Adjusted EBITDA per share.

About Upland Software

Upland Software (Nasdaq: UPLD) is a leader in cloud-based enterprise work management software. Upland provides seven enterprise cloud solution suites that enable more than one million users at over 9,000 accounts to win and engage customers, automate business operations, manage projects and IT costs, and share knowledge throughout the enterprise. All of Upland’s solutions are 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 Altify

Altify, now Upland Altify, is the Customer Revenue Optimization (CRO) company, helping businesses generate value and grow revenue. Providing best practices, methodology, and technology, Altify helps revenue teams visualize customers and their desired outcomes, unlocking revenue growth and building sales excellence. Built natively on the Salesforce Platform, Altify’s CRO application helps thousands of salespeople, sales leaders, and executives achieve sustained customer revenue optimization and sales success. Altify customers include Autodesk, BT, Comcast, GE, Workday, HP Enterprise, Johnson Controls, United Healthcare, Optum, Salesforce, and Western Union Business Services. Find out more at www.Altify.com.