October 3, 2022

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Technology Forever

Upland Software program Acquires 2nd Road

Upland Software, Inc. (Nasdaq: UPLD), a chief in cloud-based mostly applications for electronic transformation, has obtained 2nd Avenue Media, Inc., a primary audience engagement cloud software program platform. Adding Next Street to Upland’s product portfolio will provide Upland’s shoppers the power to develop promotions and electronic mail campaigns that mature profits, customer databases, and buyer engagement.

“Our clients will need to provide information encounters consumers take pleasure in interacting with and benefit from,” said Jack McDonald, chairman and CEO of Upland. “Contests and interactive articles are a established and helpful way to have interaction, draw in, and retain individuals, and Next Street provides this at scale. Matt and the team have developed powerful items, have a complementary consumer base, and we’re enthusiastic to welcome Second Street and their prospects to Upland.”

With Next Avenue, corporations can swiftly make effective cross-channel, opt-in buyer encounters with a catalog of 700 template and customizable sweepstakes, contests, brackets, quizzes, and extra. The effects are much better engagement, revenue growth, and good viewers enhancement to enhance conversion and deliver loaded segmentation for long run strategies. Upland will combine Second Avenue into its Purchaser Expertise Management item suite, which consists of e mail and cell messaging options.

“Like Upland, 2nd Avenue is pushed by delivering benefit for our consumers. We take great satisfaction in the results we have designed and are fired up to develop into element of a company with the approach and resources to broaden the worth our clients get from audience engagement. Becoming a member of Upland is a excellent option for Second Avenue and our consumers,” mentioned Matt Coen, co-founder and president of 2nd Street.

Company Outlook

The buy rate paid out for 2nd Street was $25.4 million in funds at closing (web of dollars acquired), paid out out of funds on hand, and a $5. million income holdback payable in 12 months (matter to indemnification promises). The foregoing excludes any opportunity long term generate-out payments tied to more overall performance primarily based targets. Upland expects the acquisition to create yearly earnings of about $9.4 million, of which all is recurring, and will not be issue to reductions for deferred revenue discount as a outcome of GAAP buy accounting. The price tag compensated for the acquisition is inside of Upland’s goal array of 5-8x professional forma Adjusted EBITDA and it is envisioned that Second Road will generate at minimum $4.2 million in Modified EBITDA per year at the time absolutely built-in. The acquisition will be quickly accretive to Upland’s Modified EBITDA per share.

About Upland Software program

Upland Application (Nasdaq: UPLD) is a chief in cloud-based mostly equipment for digital transformation. The Upland Cloud enables hundreds of companies to engage with clients on key digital channels, enhance product sales team effectiveness, regulate initiatives and IT costs, and automate essential doc workflows. The Upland Cloud is backed by a 100% purchaser achievements motivation and the UplandOne platform, which places customers at the center of almost everything we do. To learn more, visit www.uplandsoftware.com.

About Next Avenue

Founded in 2007, 2nd Road is an viewers engagement system used by above 500 companies. 2nd Avenue provides users the electric power to build contests, interactive content material, and email messages to develop earnings, database, and engagement. To find out more, go to www.secondstreet.com.

The Cosine Team acted as exclusive fiscal advisor to Next Road.

Notes & Ahead-on the lookout Statements

Annualized revenues exclude the impression of deferred earnings discounted connected with GAAP buy accounting. This launch is made up of ahead-hunting statements, which are subject to sizeable risks, uncertainties and assumptions. Appropriately, you really should not location undue reliance on these forward-seeking statements. Forward-seeking statements incorporate any statement that does not right relate to any historic or present simple fact and typically consist of terms such as “target,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or equivalent expressions. Precise effects may well differ materially from individuals indicated by this kind of ahead-seeking statements as a final result of different significant aspects, like: our financial overall performance and our capability to accomplish, maintain or boost profitability or forecast money final results our capability to entice and keep clients our capability to deliver substantial-excellent shopper provider absence of desire progress for business perform management programs our potential to efficiently handle our progress our means to consummate and integrate acquisitions and mergers our means to manage our senior management and important staff our potential to retain and extend our immediate revenue business the general performance of our resellers our capability to adapt to switching current market ailments and opposition our ability to successfully enter new marketplaces and control our global expansion fluctuations in forex trade costs the procedure and trustworthiness of our 3rd-bash data centers and other provider suppliers and variables that could have an effect on our business and economic benefits identified in Upland’s filings with the Securities and Exchange Commission (the “SEC”), including Upland’s most recent once-a-year report on Variety 10-K filed with the SEC. Supplemental info will also be established forth in Upland’s future quarterly stories on Sorts 10-Q, yearly reviews on Sort 10-K, and other filings that Upland tends to make with the SEC. The ahead-on the lookout statements herein depict Upland’s views as of the day of this press release and these sights could modify. Nonetheless, whilst Upland could elect to update these ahead-hunting statements at some place in the future, Upland specially disclaims any obligation to do so. These ahead-wanting statements need to not be relied upon as representing the sights of Upland as of any date subsequent to the date of this push launch.

Non-GAAP Economical Measures

To dietary supplement our consolidated economical statements, which are prepared and introduced in accordance with GAAP, we use non-GAAP fiscal measures which include Modified EBITDA.

We use non-GAAP money steps for economic and operational selection-building and as a signifies to consider period of time-to-time period comparisons. Our management thinks that non-GAAP money measures offer meaningful supplemental facts regarding our efficiency and liquidity by excluding specific expenses and expenditures that may possibly not be indicative of our recurring core small business working success, these kinds of as our revenues excluding the impact for international forex fluctuations or our running overall performance excluding not only non-money rates, but also discrete funds expenses that are infrequent in mother nature. We feel that equally administration and traders advantage from referring to non-GAAP financial actions in examining our efficiency and when setting up, forecasting, and analyzing long term periods. Non-GAAP money actions also aid management’s internal comparisons to our historical performance and liquidity as effectively as comparisons to our competitors’ functioning benefits. We feel non-GAAP money actions are handy to investors the two because they make it possible for for higher transparency with regard to key metrics applied by management in its fiscal and operational selection-making, and they are employed by our institutional investors and the analyst neighborhood to assist them evaluate the well being of our organization.

Upland defines Modified EBITDA as web money (loss), calculated in accordance with GAAP, moreover internet revenue (loss) from discontinued functions, depreciation and amortization price, fascination expenditure, net, other price (income), net, provision for income taxes, stock-dependent compensation price, acquisition-similar bills, non-recurring litigation expenses, and order accounting changes for deferred earnings.

For a reconciliation of non-GAAP financial actions to the most directly similar GAAP economic steps, please see Upland’s earnings push releases submitted on Kinds 8-K with the SEC and on the Trader Relations part of Upland’s web site at trader.uplandsoftware.com. We are not able to reconcile any ahead-looking non-GAAP monetary measures to their instantly equivalent GAAP monetary measures for the reason that the information and facts which is desired to total a reconciliation is unavailable at this time with no unreasonable effort and hard work.

Contacts

Kendell Kelton

678.575.7428

[email protected]