1、 Morningstar Document Research FORM 10-KUpland Software,Inc.-UPLDFiled:March 09,2018(period:December 31,2017)Annual report with a comprehensive overview of the companyThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The
2、userassumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot belimited or excluded by applicable law.Past financial performance is no guarantee of future results.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D
3、.C.20549 FORM 10-Kx ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2017OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF 1934Commission File Number 001-36720 Upland Software,Inc.(Exact name o
4、f registrant as specified in its charter)Delaware27-2992077(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification Number)401 Congress Ave.,Suite 1850Austin,Texas 78701(512)960-1010(Address,including zip code,and telephone number,including area code,of registrants
5、principal executive offices)Securities registered pursuant to Section 12(b)of the Act:Title of each class Name of each exchange on which registeredCommon Stock,par value$0.0001 per share The Nasdaq Global MarketSecurities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if
6、the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No xIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No xIndicate by check mark whether the registrant(1)has filed all reports
7、 required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter periodthat the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes x No Indicate by check mark w
8、hether the registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant w
9、as required to submit and post such files).Yes x No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405 of this chapter)is not contained herein,and will not be contained,to the best of registrantsknowledge,in definitive proxy or information statem
10、ents incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.xIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smaller reporting company.See the definitions of“large accelerated filer,”“acc
11、elerated filer”and“smaller reporting company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerx Non-accelerated filer(Do not check if a smaller reporting company)Smaller reporting companyIndicate by check mark whether the registrant is a shell company(as defined in Rule 12b-
12、2 of the Act).Yes No xThe aggregate market value of the registrants common stock held by non-affiliates of the registrant was approximately$222 million based upon the closing price of$21.99 of suchcommon stock on the Nasdaq Global Market on June 30,2017(the last business day of the registrants most
13、recently completed second fiscal quarter).Shares of common stock held asSource:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assu
14、mes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.of June 30,2017 by each director and executive officer of the regi
15、strant,as well as shares held by each holder of 10%of the common stock known to the registrant,have beenexcluded for purposes of the foregoing calculation.This determination of affiliate status is not a conclusive determination for other purposes.As of March 1,2018,20,768,401 shares of the registran
16、ts Common Stock were outstanding.Documents incorporated by reference:Certain portions,as expressly described in this Annual Report on Form 10-K,of the registrants Proxy Statement for the 2018 Annual Meeting of the Stockholders,to be filed not laterthan 120 days after the end of the year covered by t
17、his Annual Report,are incorporated by reference into Part III of this Annual Report where indicated.TABLE OF CONTENTS PART I Item 1.Business4Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments35Item 2.Properties35Item 3.Legal Proceedings36Item 4.Mine Safety Disclosures36 PART II Item 5.Market fo
18、r Registrants Common Equity,Related Stockholder Matters and Issuer Purchases ofEquity Securities37Item 6.Selected Financial Data38Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations42Item 7A.Quantitative and Qualitative Disclosures about Market Risk69Item 8.Fi
19、nancial Statements and Supplementary Data71 Report of Independent Registered Public Accounting Firm72 Consolidated Financial Statements73 Consolidated Balance Sheets73 Consolidated Statements of Operations74 Consolidated Statements of Comprehensive Loss75 Consolidated Statements of Common Stockholde
20、rs Equity(Deficit)76 Consolidated Statements of Cash Flows77 Notes to the Consolidated Financial Statements78Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure108Item 9A.Controls and Procedures108Item 9B.Other Information108 PART III Item 10.Directors,Executi
21、ve Officers and Corporate Governance109Item 11.Executive Compensation109Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters109Item 13.Certain Relationships and Related Transactions and Director Independence Item 14.Principal Accountant Fees and Servi
22、ces109 PART IV Item 15.Exhibits and Financial Statement Schedules109SIGNATURES1141Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The
23、 user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.PART ISpecial Note Regarding Forward Looking StatementsT
24、his Annual Report on Form 10-K contains“forward-looking statements”within the meaning of Section 27A of the Securities Act,and Section 21E ofthe Securities Exchange Act of 1934,as amended(the“Exchange Act”).Forward-looking statements generally relate to future events or our future financialor operat
25、ing 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 wordsor similar expr
26、essions,although not all forward-looking statements contain these words.These forward-looking statements include,but are not limited to,statements concerning the following:our financial performance and our ability to achieve or sustain profitability or predict future results;our ability to attract a
27、nd retain customers;our ability to deliver high-quality customer service;the growth of demand for enterprise work management applications;our plans regarding,and our ability to effectively manage,our growth;our plans regarding future acquisitions and our ability to consummate and integrate acquisiti
28、ons;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 competitio
29、n;our ability to successfully enter new markets and manage our international expansion;the operation and reliability of our third-party data centers;our ability to adapt to technological change and continue to innovate;economic and financial conditions;our ability to integrate our applications with
30、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 r
31、egulations;our expectations with respect to revenue,cost of revenue and operating expenses in future periods;our expectations with regard to trends,such as seasonality,which affect our business;our expectations as to the payment of dividends;our expectations with regard to revenue from perpetual lic
32、enses and professional services;our beliefs regarding the sufficient duration of our patents;our plans with respect to foreign currency exchange risk and inflation;our beliefs regarding how our applications benefit customers and what our competitive strengths are;andother risk factors included under
33、“Risk Factors”in this Annual Report on Form 10-K.2Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any
34、damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.You should not rely upon forward-looking statements as predictions of future events.We h
35、ave based the forward-looking statements contained in thisAnnual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business,financial condition,results of operations,and prospects.The outcome of the events describe
36、d in these forward-looking statements is subject to risks,uncertainties,and other factors,including those described in the section titled“Risk Factors”and elsewhere in this Annual Report on Form 10-K.Moreover,we operate in a very competitive and rapidly changing environment.New risks and uncertainti
37、es emerge from time to time,and it is not possible for us topredict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K.We cannotassure you that the results,events,and circumstances reflected in the forward-looking stat
38、ements will be achieved or occur,and actual results,events,orcircumstances could differ materially from those described in the forward-looking statements.The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made.Weund
39、ertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the dateof this Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events,except as required by law.We may not actua
40、llyachieve the plans,intentions,or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-lookingstatements.Our forward-looking statements do not reflect the potential impact of any future acquisitions,mergers,dispositions,joint ventures,or in
41、vestmentswe may make.All references to“Upland,”“we,”“us”or“our”mean Upland Software,Inc.3Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or tim
42、ely.The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.Item 1.BusinessWe provide cloud-based enterprise
43、work management software.We define enterprise work management software as software that enables organizationsto effectively plan,manage,and execute projects and work.Our software applications address enterprise work challenges in the following categories:Project&Information Technology(IT)Management.
44、Enables users to manage their organizations projects,professional workforce,and IT costs.Workflow Automation.Enables users to streamline,optimize,automate,and secure document-intensive workflow business processes across theirenterprise and supply chain.Digital Engagement.Enables users to more effect
45、ively engage with their customers,prospects,and community via the web and mobile technologies.We sell our software applications primarily through a direct sales organization comprised of inside sales and field sales personnel.In addition to ourdirect sales organization,we have an indirect sales orga
46、nization that 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 adoptionof that initial application across the customer,and
47、 cross-sell additional applications to address other enterprise work management needs of the customer.Ourcustomer 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 mini
48、mum contracted volume basis with overage fees billed in arrears,depending on the application being sold.Contract terms typically range from one to three years and are prepaid annually in advance.We service customersranging from large global corporations and government agencies to small-and medium-si
49、zed businesses.We have more than 4,000 customers with over450,000 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
50、 a series of acquisitions and integrations,we have established a diverse family of software applications under the Upland brand and in threeproduct categories(Project&IT Management,Workflow Automation,and Digital Engagement),each of which addresses a specific enterprise workmanagement need.For the t
51、welve months ended December 31,2017,compared to the twelve months ended December 31,2016,our total revenue grew from$74.8 million to$98.0 million,representing a 31%period-over-period growth rate.For the twelve months ended December 31,2017,compared to the twelvemonths ended December 31,2016,our subs
52、cription and support revenue grew from$65.6 million to$85.5 million,representing a 30%period-over-periodgrowth rate.See Note 13 Domestic and Foreign Operations,of the Notes to Consolidated Financial Statements for more information regarding our revenue asit relates to domestic and foreign operations
53、.Our operating results in a given period can fluctuate based on the mix of subscription and support,perpetual license,and professional services revenue.For the twelve months ended December 31,2017 and 2016,our subscription and support revenue accounted for 87%and 88%of total revenue,respectively.His
54、torically,we have sold certain of our applications under perpetual licenses,which also are paid in advance.For the twelve months ended December 31,2017 and 2016,our perpetual license revenue accounted for 4%and 2%of total revenue,respectively.The support agreements related to our perpetuallicenses a
55、re typically one-year in duration and entitle the customer to support and unspecified upgrades.The revenue related to such support agreements isincluded as part of our subscription and support revenue.Professional services revenue consists of fees related to implementation,data extraction,integratio
56、nand configuration,and training on our applications.For the twelve months ended December 31,2017 and 2016,our professional services revenue accountedfor 9%and 10%of total revenue,respectively.To support continued growth,we intend to pursue acquisitions of complementary technologies,products and busi
57、nesses.This will expand our productfamilies,customer base,and market access,resulting in increased benefits of scale.We will prioritize acquisitions within our current core product categories,including Project&IT Management,Workflow Automation,and Digital Engagement.Consistent with our growth strate
58、gy,we have made a total of sixteenacquisitions in the six years ending December 31,2017.We completed our initial public offering in November 2014,and our common stock is listed on the Nasdaq Global Market under the symbol“UPLD.”4Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Do
59、cument ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited
60、or excluded by applicable law.Past financial performance is no guarantee of future results.Industry BackgroundThe continued growth of an information-based economy driven by technological innovation and globalization is changing the business environmentand the way work is done.These changes have give
61、n rise to a large and growing group of knowledge workers who operate in dynamic work settings as part ofgeographically dispersed and virtual teams.To be successful,these knowledge workers must quickly synthesize,analyze,and act on large amounts ofinformation,and collaborate effectively at any time,f
62、rom anywhere and on multiple devices.Many organizations continue to utilize manual processes and traditional tools,such as paper-based procedures,spreadsheets,and email,as well aslegacy on-premise enterprise systems,to manage knowledge work.The limitations of these processes and systems include silo
63、ed and disparate information,limited visibility and transparency,poor collaboration among teams,lost productivity,and misalignment of work efforts and overall business objectives.Inaddition,legacy on-premise enterprise systems can be expensive and time intensive to implement,inflexible and difficult
64、 to use,and costly to upgrade andmaintain.Today,legacy processes and systems are being disrupted and replaced by cloud-based enterprise software that combines improved visibility,collaboration,and productivity with rapid speed-to-value,low total cost of ownership,and reduced financial risk.The Uplan
65、d ApproachOur family of cloud-based software applications deliver the functionality required to plan,manage,and execute projects and work.Our cloud-basedenterprise software applications can increase work capacity and productivity by reducing manual processes and isolated silos of information,and bye
66、nhancing collaboration across organizations.Our applications allow our customers to effectively manage the rapid pace of change and complexity intodays work environment.Our customers currently use our applications in the following functional areas:Information Technology.Information technology(IT)dep
67、artments use our applications to manage a variety of IT activities and resources,such asprojects and application portfolios.Our applications help information technology departments ensure they are delivering against the objectives ofthe business by helping them select and prioritize the right invest
68、ments,gain greater control of resource demand and allocation,and track andreport benefit realization.Our applications enable executives to gain better insight intoIT spending to help prevent cost overruns and understandthe nature of consumption.By enabling IT departments to make more informed decisi
69、ons with real-time visibility across their complete portfolio,our applications empower them to shift from a cost center to a more strategic enterprise function.Process Excellence and Operations.Process excellence,Lean Six Sigma,and similar functional groups within organizations use our applications
70、tofacilitate critical process improvement efforts.Our applications help provide high-level visibility and tracking of process excellence programs,automate processes,and streamline workflows,while improving process governance.Process improvement and similar business transformationinitiatives continue
71、 to be key drivers of corporate performance,especially among large global corporations.Finance.Finance departments use our applications as a cost allocation tool for the assessment and validation of proposed investments andinitiatives of particular lines-of-business,for increased visibility and gove
72、rnance of capital expenditures and cost-cutting projects,and for a deeperunderstanding of actual resource utilization and costs.Our applications help improve collaboration between finance departments and particularlines of business,in addition to streamlining compliance and accounting workflows.Prof
73、essional Services.Professional services organizations,such as consulting or software development firms,employ our applications to streamlineservice delivery,and to optimize utilization of billable resources.In addition,service-oriented departments within organizations,such as customerservice and sup
74、port teams,utilize our applications to more effectively budget,plan,and track the provision of services,and to improve capacityplanning and forecasting.Marketing.Marketing teams employ our applications to enhance their overall marketing effectiveness.5Source:Upland Software,Inc.,10-K,March 09,2018Po
75、wered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or lo
76、sses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.We offer applications that help customers build their online and mobile brand presence,engage their target audiences,collaborate on the creationand publication of content,and gain increa
77、sed control over marketing workflows,activities,and budgets.Our applications empower marketing andcommunications organizations to more effectively manage the influx of projects,information,processes,and systems necessary to meet todaysmodern marketing requirements.Sales Operations.Sales operation te
78、ams employ our applications to reduce the time their salespeople spend searching for or writing content,enabling them to deliver quality proposals and improve win rates.With the ability to create and manage a branded,approved library,our customersmaintain content integrity and compatibility,ease the
79、 burden of updates,simplify compliance,and control their messaging and design in thecontent their salespeople use for presentations,quotes and proposals.We believe our applications benefit customers in the following ways:Our applications enable our customers to more effectively align programs,initia
80、tives,investments,and projects with overall business objectives,helping ensure the right work is done at the right time.This alignment drives increased productivity and optimizes the allocation and utilization ofpeople,time and money within organizations.Our applications help customers to more effec
81、tively manage projects and tasks by enabling real-time visibility,collaboration,structured workflows,and access to the right content and information.This provides teams of distributed workers with clarity into priorities and expectations as well asthe tools to execute effectively,resulting in increa
82、sed productivity,transparency,accountability,and the ability to respond rapidly to change.Our applications collect and make available real-time data regarding the planning,management,and execution of projects and work processesacross teams and business units,which enables a more complete view of tea
83、ms,projects,and resources at anytime from anywhere.Our applications provide analytics and reporting capabilities that transform disparate data in real-time into actionable intelligence,enabling usersto make better informed business decisions.Our applications enable customers to conduct dynamic and s
84、ophisticated“what-if”and scenarioanalyses that can improve their ability to respond effectively to changing business conditions.Customers can easily access our cloud-based applications with an Internet browser.Our applications do not require large up-front softwareexpenditures or significant ongoing
85、 infrastructure or information technology support.In addition,our applications have a modern look and feelthat helps provide a consistent user experience across our platform.Our applications are highly configurable,which provides us with flexibility to meet the unique business requirements of indivi
86、dual customers.Ourapplications are also scalable and are able to support large deployments while maintaining required performance levels.We provide tools to helpour customers manage the critical elements of application security,including authentication,authorization,and regulatory compliance.Our Com
87、petitive StrengthsWe believe the following competitive strengths are keys to our success:Large,diversified customer base.Our customer base is highly diverse and spans a broad array of industries,including financial services,retail,technology,manufacturing,legal,education,consumer goods,media,telecom
88、munications,government,non-profit,food and beverage,healthcareand life sciences.We service customers of varying size,ranging from large global corporations and government agencies to small-and medium-sized businesses.We have over 4,000 customers,with no customer accounting for more than 3%of our rev
89、enue.Diversified family of software applications.We offer a family of cloud-based enterprise work management software applications that addresses abroad range of enterprise needs.We believe this benefits our customers as compared to many of our cloud-based competitors who offer only a single6Source:
90、Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this informatio
91、n,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.point solution for a more limited and discrete need.Our current applications address the information technology,process excellence,finance,profes
92、sional services,and marketing functions within organizations.Recurring revenue model with high visibility.We believe we have an attractive operating model due to the recurring nature of our subscriptionrevenue,which results in greater visibility and predictability of future revenue and enhances our
93、ability to effectively manage our business.Inaddition,the cloud-based nature of our model accommodates significant additional business volume with limited incremental costs,providing uswith opportunities to improve our operating margins.Proven M&A capability.We have a proven ability to successfully
94、identify,acquire and integrate complementary businesses to grow our company,as evidenced by the sixteen acquisitions we have completed since the beginning of 2012.We believe that our acquisition experience and strategygives us a competitive advantage in identifying additional opportunities to expand
95、 our family of software applications to better serve ourcustomers.Experienced,proven management team.Our management team has significant operating experience and previously occupied key leadership rolesat both private and public companies.In addition,our managements extensive knowledge of the indust
96、ry and experience in building businesseshas enabled us to quickly establish a leading position within the enterprise software market.Cloud-based delivery.We deliver our software applications and functionality primarily through the cloud,with no hardware or software installationrequired by our custom
97、ers.This delivery model allows us to provide reliable,cost-effective applications to our customers,add subscribers withminimal incremental expense and deploy new functionality and upgrades quickly and efficiently.We believe our cloud-based delivery modelprovides us with a competitive advantage over
98、legacy processes and on-premise systems.Commitment to customer success.We have a dedicated customer success organization whose mission is to drive adoption,value realization,retention,and loyalty across our customer base.Our focus on enabling our customers success is a key reason our annual net doll
99、ar retention ratewas 93%as of December 31,2017.Our commitment to customer success has enabled us to expand our footprint within customer organizations andfacilitate the ongoing adoption of our enterprise software applications.We utilize Net Promoter Score(NPS)methodology to track our progress anddri
100、ve continuous improvement.Our Strategy for GrowthWe believe the key elements of our strategy for growth are as follows:Increase sales to existing customers.We believe there is a significant opportunity to expand the adoption of our applications within existingcustomer organizations,particularly with
101、in divisions or departments that have not previously used our applications.We also intend to cross-selladditional applications to our existing customers,as very few of our customers currently use more than one of our applications.In addition,weintend to add new applications to our family of applicat
102、ions that will address additional functions within the enterprise spectrum.We believe theseinitiatives will significantly increase the value of our platform to our customers,further strengthen our competitive position,and drive increasedadoption of multiple applications by our customers.Add new cust
103、omers.We maintain direct sales and marketing capabilities to further grow our customer base.We also maintain indirect sales channelsthrough alliances with strategic partners that can leverage our applications with their complementary services and technologies.In addition,wecontinue to expand the ran
104、ge of integrations between our software and third-party applications and platforms,which we believe make ourapplications more attractive to a broader audience of potential customers.Acquire complementary software businesses.We intend to pursue acquisitions of complementary technologies,products,and
105、businesses to expandour product families and customer base,and to provide access to new markets and increased benefits of scale.Our dedicated and experiencedcorporate7Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be cop
106、ied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no
107、 guarantee of future results.development team continually monitors a pipeline of potential acquisition candidates,many of which are smaller in scale or address only limitedenterprise challenges,which often operate outside the scope of some of our larger competitors.We believe that our acquisition ex
108、perience andstrategy gives us a competitive advantage in identifying additional opportunities to expand our family of cloud-based applications to better serveour customers.We intend to prioritize acquisitions within the product families we currently offer,including Project&IT Management,WorkflowAuto
109、mation and Digital Engagement.Expand globally.We believe there is an opportunity to grow sales of our applications globally.In fiscal 2017,2016,and 2015,approximately18%,16%,and 19%,respectively,of our revenue was derived from sales outside the United States.Over the next several years,we plan to co
110、ntinueto evaluate growth opportunities outside the United States through selective acquisitions,the hiring of additional sales personnel,and entering intostrategic partnerships.Improve and enhance applications.We intend to continue to invest in research and development and work closely with our cust
111、omers to identifyand improve new applications,features and functionalities that address customer requirements across the enterprise spectrum.We also intend tocontinue to expand the breadth of our applications with additional analytics,third-party integrations,and social and mobile capabilities to me
112、etthe evolving needs of todays knowledge workers.Our ProductsWe provide a family of cloud-based enterprise software applications under the Upland brand.Our applications are easy-to-deploy,highly configurable,scalable,flexible,and secure.We provide applications in three product families:Project&IT Ma
113、nagement,Workflow Automation,and Digital Engagement.Our Project&IT Management product family enables users to manage their projects,professional workforce,and IT costs.Our Workflow Automation productfamily enables users to streamline,optimize,automate,and secure document-intensive business processes
114、 across their enterprise and supply chain.OurDigital Engagement product family enables users to effectively engage with their customers,prospects,and community via the web and mobile technologies.Project&IT ManagementProject and Portfolio Management.Our program and portfolio management applications
115、are used by our customers to gain high-level visibility acrosstheir organizations and improve their top-down and bottom-up governance of programs,initiatives,investments,and projects.Our customers use thesecapabilities to:gather,develop,and assess ideas and proposed investments;prioritize and select
116、 projects and investments according to business value and strategic fit;more effectively allocate resources in alignment with business objectives;respond quickly to change with real-time visibility into project status,and with the ability to evaluate the impact of potential changes;andgauge performa
117、nce against strategic objectives,execution-level indicators,and financial metrics.Our program and portfolio management applications are currently used within the information technology,finance and process excellence functions ofcustomer organizations,and in the healthcare and education industries.Pr
118、ofessional Services Automation.Our professional services automation applications are used by customers to more effectively manage their projectand service-based knowledge workers to better manage employee-related expenses and client billing while improving scheduling,utilization,and alignmentof huma
119、n capital.Our customers use these capabilities to:create resource capacity plans;align available skills,expertise and capacity with project requirements;more efficiently plan and schedule projects;8Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information
120、contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.P
121、ast financial performance is no guarantee of future results.track resource and expense allocation for specific projects,activity types or budget categories;analyze workforce performance;streamline timesheet review,approval,and reporting processes;manage time,travel,and entertainment expenses;andstre
122、amline project cost reporting,billing,and revenue recognition processes.Our professional services automation applications are currently used within the information technology,marketing,finance,and professional servicesfunctions of customer organizations.IT Financial Management.Our financial manageme
123、nt application is used by our customers to gain visibility into the cost,quality,and value ofservices the information technology and finance functions deliver to organizations.This increased transparency helps our customers to improve alignmentduring planning and budgeting processes,and to validate
124、proposed investments and initiatives of a particular line of business.Our customers use thesecapabilities to:quantify and understand the total cost of ownership of information technology applications and services;establish product and unit-costing metrics for benchmarking and/or chargeback;provide i
125、nformation technology and finance departments with the ability to chargeback business units for applications and services,includingcloud services,based on metered consumption;provide business managers with insights into their consumption of information technology services to better utilize informati
126、on technologyservices with business goals and objectives;leverage utilization and capacity metrics for“what-if”analysis and modeling;analyze fixed versus variable information technology-related costs to identify opportunities for savings;andsupport demand-based budgeting and forecasting processes.Ou
127、r financial management application is currently used within the information technology and finance functions of customer organizations.Knowledge Management.Our knowledge management application is used by customers to increase IT help desk and customer service agentproductivity,improving employee and
128、 customer experience with a centralized knowledge hub to create,maintain,and find relevant information quickly.Thesearchable knowledge base reduces the time spent searching for answers,minimizes training time,and decreases support costs.Our customers use thesecapabilities to:deliver excellent IT sup
129、port and customer service experiences;improve organization productivity and lower internal support costs by enabling employees to find,create,and share company knowledge moreintelligently;implement web and mobile self-service with accurate knowledge solutions to the most common issues experienced by
130、 users on more than 600 ofthe most widely used off-the-shelf software applications;anddrive customer loyalty by instantly providing relevant information across support channels,including web,mobile,and chat.Our knowledgemanagement application is suitable for virtually any industry,and is currently u
131、sed within the IT help desk and customer service functions ofcustomer organizations.Workflow AutomationSecure,Enterprise-Class Document Capture and Fax Routing.Our secure document capture and fax application is used by our customers to enablesecure document process automation through an all-in-one p
132、latform that accelerates paper and electronic document-intensive workflows andcommunications.Our customers use these capabilities to:9Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is
133、 not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.empo
134、wer organizations with one extensible,easy-to-use platform for both document capture(scanning)and fax;secure corporate communications and facilitate compliant communications for regulated employees;increase customer satisfaction and save time through automated processes,convert from paper to online
135、with increased accessibility,allowing forbetter management of customer interactions and improve overall service response times;lower total costs by consolidating fax infrastructure through Fax over IP technology that enables least cost routing;reduce risk though highly-scalable,reliable infrastructu
136、re that seamlessly supports a wide range of use cases with both fail over and disasterrecovery;streamline mission-critical document workflows such as,e-filing,scanning to document management systems(DMS),and managingcommunications for sensitive intellectual property,while maintaining high levels of
137、document integrity and security;andprotect sensitive data with the ability to set custom business rules,such as flagging sensitive keywords to prevent data loss or holding documentsuntil authorized users can access them.Our enterprise secure document capture and fax applications are currently used i
138、n legal,financial services and healthcare,and other document-intensive functions of customer organizations.Cloud-based Document,Forms and Process Automation.Our powerful end-to-end cloud solution for documents and forms management and workflowautomation is used by our customers to automate document-
139、based workflows by capturing,storing and routing content,assigning work tasks and creatingaudit trails for operations such as healthcare records,loan processing,human resource procedures,and accounts receivable and payable processing.Ourcustomers use these capabilities to:empower collaboration acros
140、s the enterprise by providing a better way for employees,suppliers,freelance contractors,and partners to access,share,and update content from anywhere;streamline workflows by creating custom rules to process and route content for approval;automatically capture,index,classify,and organize enterprise
141、content in a secure,central repository with document retention policies to meetbusiness and compliance requirements;apply and enforce document retention policies to meet business and compliance requirements;transform traditional PDF forms into clickable,HTML-based forms to eliminate paper processes
142、and streamline other tasks;boost productivity by intelligently connecting users to their organizations everyday line of business applications,eliminating the tedious processof searching and retrieving related content;andmake better business decisions based on actionable insights and analytics.Our wo
143、rkflow automation and enterprise content management applications are currently used within the information technology,finance,marketing,and process excellence functions of customer organizations.RFP and Sales Proposal Automation.Customers use our proposal automation and content management applicatio
144、ns to capture and store content,route proposal content for review and approval,automate creation of sales documents,and track content effectiveness.Our customers use these applicationsto:empower collaboration by enabling sales teams,product managers,and other subject matter experts to access,share,a
145、nd update content fromanywhere;streamline workflows by creating customs rules to process and route proposal content and documents for approval;capture,index,classify,and organize enterprise content in a secure,central repository with flexible view,edits,and approval permissions to meetbusiness and c
146、ompliance requirements;and10Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses aris
147、ing from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.track project,content,and staff performance to improve business efficiencies.Our proposal automation and conte
148、nt management applications are currently used within the sales,marketing,product,finance,legal,and processexcellence functions of customers across a variety of industries,including financial services,technology,business and professional services,telecommunications,and healthcare.Supply Chain Visibil
149、ity and Collaboration.Our supply chain collaboration application provides our customers with a single source for supply-chaincommunication,providing a basis for multi-enterprise,multi-tier,end-to-end supply chain collaboration.Our customers use these capabilities to:acquire actionable business intel
150、ligence,collaboration,and execution for all aspects of supply chain operations;implement a seamless migration to pull-based replenishment resulting in reductions in stock-outs and expensive expediting costs,higher orderfulfillment rates,and improved customer service levels;andenable a closed-loop ma
151、nufacturing and supply chain management process,resulting in reductions in raw material,work-in-process,finished goodsinventory,and inventory carrying costs.Our supply chain visibility and collaboration application is currently used in industrial and diversified manufacturing,healthcare,aerospace an
152、ddefense,energy,automotive,electronics,sporting goods,and consumer packaged goods organizations.Digital EngagementWebsite Management and Web Visitor Insights.Our website management and web visitor insights applications are used by customers to connect andcommunicate with their target markets to buil
153、d brand relationships or drive a highly relevant customer experience.Additionally,our website managementand visitor insights applications are used by enterprise marketers and media companies to create,maintain,and deliver websites that enhance and influenceprospect and customer engagement.These appl
154、ications empower non-technical staff to create,manage,publish,analyze,and refine content and social mediaassets without information technology intervention.Our customers use these capabilities to:streamline the process for creating and managing website content;deliver more relevant,personalized cont
155、ent to website visitors based on the tracking of individual visitor behavior;convert website visits to actionable sales leads;andintegrate user-generated content,such as polls,surveys,blogs,ratings,and comments,into their websites.Our Website Management and Web Visitor Insights applications are curr
156、ently used within the marketing and sales functions of our customers.Mobile Engagement.Our mobile engagement applications are used by customers to engage with their target markets to drive a particular outcome viatheir mobile devices while providing a timely and personalized customer experience.Addi
157、tionally,our mobile engagement applications are used bygovernment,non-profit organizations,healthcare,media,restaurant and retail companies to plan,execute,manage,and analyze personalized mobilemessaging campaigns that deliver effective mobile campaigns at scale.Our customers use these capabilities
158、to:engage target audiences with automated one-to-one or batch text message campaigns;reach the correct person at exactly the right moment through list segmentation and scheduling;provide timely alerts and reminders on important events based on user preferences;manage and analyze their database and a
159、ll mobile communications from a central mobile CRM,keeping track of all users and actions;integrate mobile campaign data and results with other systems;communicate via multi-channel outreach through additional innovative mobile features such as Push Notifications,RCS and Mobile Wallet.11Source:Uplan
160、d Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this information,exc
161、ept to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.Our Mobile Engagement applications are currently used within the communications and marketing function of our customers.Customer Service Knowledge Man
162、agement.Our customer service knowledge management applications are used by customers to provide a centralizedknowledge hub to power their customer contact channels,increasing productivity of customer contact agents and improves employee and customerexperience.Additionally,our customer service knowle
163、dge management applications are used by large enterprise call centers and banking and financialservices organizations,to deliver the right answer to the right person at the right time.Our customers use these capabilities to:provide every channel value by helping to ensure customers obtain fast,consi
164、stent answers;deliver great customer service through a great knowledge experience;enable agents by arming them with good knowledge;develop a knowledge strategy that addresses customer service challenges.Our Customer Service Knowledge Management applications are currently used with the IT department,
165、customer service,customer support,andknowledge management function of our customers.CustomersWe have more than 4,000 customers with over 450,000 users.Our customers operate in a wide variety of industries,including financial services,retail,technology,manufacturing,legal,education,consumer goods,med
166、ia,telecommunications,government,non-profit,food and beverage,healthcare and lifesciences,chemicals,and travel and hospitality.No customer represented more than 3%of our revenue for the year ended December 31,2017.SalesWe sell our software applications primarily through a direct sales organization c
167、omprised of inside sales and field sales personnel.In addition to ourdirect sales organization,we have an indirect sales organization that 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 c
168、ustomer,our sales and account management teams work to expand the adoptionof that initial application across the customer organization,as well as cross-sell additional applications to address other enterprise needs of the customer.MarketingOur marketing activities are designed to build awareness of
169、the Upland brand and the individual software applications we offer,generate thoughtleadership,and create demand,resulting in leads and opportunities for our sales organizations.We focus a significant portion of our marketing activities onour existing installed base of customers to drive expansion an
170、d cross-sell opportunities.Our marketing programs target decision makers and influencers whoparticipate in a buying cycle,including the chief information officer,the chief marketing officer,the chief financial officer,the director of process excellence,and other key technology and business managers.
171、Our principal marketing programs include:use of our website to provide information about us and our software applications,as well as educational opportunities for potential customers;field marketing events for customers and prospective customers;participation in,and sponsorship of,executive events,t
172、rade shows,and industry events;our online virtual user conferences;integrated digital marketing campaigns,including email,online advertising,blogs,and webinars;public relations,analyst relations,and social media initiatives;andsales representatives who respond to incoming leads to convert them into
173、new sales opportunities.12Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arisin
174、g from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.Customer SuccessOur customer success organization is structured to manage all aspects of our post-sale customer
175、lifecycle.This organization consists of dedicated teamswith a mission to drive adoption of our applications,value realization,retention,and loyalty across our customer base.Our customer success organization hasfour core functional areas with strategic focus on customer relationship management:Custom
176、er Care.Our customer care team assists customers throughout their lifecycle with the Upland family of applications by making serviceofferings available to all customers as part of their standard customer agreements,including webinars,virtual user conferences,and onlinecommunity engagement.Profession
177、al Services.Our professional services team is responsible for coordinating all activities relating to the implementation,transition,andon-boarding of new customers and assisting new customers with the addition of new applications to their accounts.Typical professional servicesengagements vary in len
178、gth from a few weeks to several months depending on the size and scope of the engagement and are in addition to servicesprovided under our standard customer agreement and are fee-based.In addition,our project managers and consultants work closely with ourcustomers to provide services that help custo
179、mers maximize the utility of our applications.Account Management.We assign each customer an account team with a relationship manager who functions as the customers single point ofcontact and advocate within Upland.Our account management teams are trained on all of our applications and work closely w
180、ith the relationshipmanager to ensure that our customers receive high-quality consultative service.Customer Support.We offer support from all of our office locations to help our customers maximize the return on their investment in ourapplications.We provide 24/7 customer support around the world thr
181、ough our online customer support portal.In addition,our customer supportteam manages and administers the Upland customer community forum and knowledge base repository.Our customer success organization manages programs to reinforce the ongoing business value of our applications and promote the Upland
182、“customerfor life”program.These service offerings include:Health Checks and Program Reviews:Engages core users and business buyer sponsors to deliver a detailed scorecard and recommendation report.Advisory and Retained Services:Provides access to a specific customer success contact with priority sch
183、eduling and periodic checkpoints.System Deployment and Adoption Analysis:Analyzes system configuration and usage patterns,resulting in best practice recommendations onimproving user adoption and compliance.Consumption Review and Recommendations:Delivers best practice recommendations for implementati
184、on strategy and a roadmap proposal foraligning the system with customers evolving process maturity to increase application usage.Premier Success Plans:Provides a bundled services,support,and product experience offering with three tiers(standard,gold and platinum)designed to provide maximum customer
185、value.Executive Outreach:Promotes open communication between the Upland leadership team,which is fully committed to making sure customers aredelighted with their Upland experience,and customer executives.Technology and OperationsOur cloud-based family of applications utilizes a multi-tenant architec
186、ture and our customers access our applications using a secure Internetconnection through a standard web browser.Our applications are easy to deploy,highly configurable,scalable,flexible,and secure,and provide ourcustomers with a modern and intuitive user experience.We utilize both public and private
187、 cloud technology to deliver services to our customers.The services are13Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user ass
188、umes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.hosted in Tier 3 data centers located in the United States and in
189、 other countries.The facilities are designed and operated by third parties that provide 24/7security,biometric access controls,redundant networking,power and environmental systems,and monitoring.Upland Software designs and operates theinfrastructure architecture with fully redundant subsystems,highl
190、y available(HA)configurations,and defense in depth security zones.Our applications are built on highly available and modular architectures that balance customer workloads across multiple servers.This allows us toprovide a flexible method for scaling customers without impacting other parts of the arc
191、hitectural environment while maintaining the high levels of uptimeour customers require.Our family of applications offers high levels of security through logical data segregation of each customers data from the data of other customers andthrough limiting access to our platform to only those individu
192、als authorized by our customers.In addition,sensitive customer data is encrypted at rest andin transit over secure connections to redundant storage in a secondary location.We maintain a formal and comprehensive security program designed to help preserve the security and integrity of customer data,pr
193、otect againstsecurity threats or data breaches,and prevent unauthorized access to data.We regulate and limit access to data,servers,and networks in our hosting facilitiesand perform periodic security audits conducted by a third party that include our overall environment,access security,penetration t
194、esting,and vulnerabilityscans.In March 2017,we began consolidating our data centers into multiple Amazon Web Services(AWS)regions.As of March 1,2018,we had migrated amajority of our eleven cloud-based products to AWS,and expect to migrate the remaining cloud-based applications by the end of 2018.We
195、believe thistransition will continue to improve operational efficiencies for our business,allowing us to better serve our customers and scale with them as their needsincrease and change over time.We believe that by combining our capacity planning techniques with the elastic and on-demand nature of A
196、WS,we will beequipped to support our forecasted growth,and more easily balance our customers workloads,their future scalability needs,and the high levels of uptimerequired by their businesses.Research and DevelopmentWe focus our research and development efforts on customer-driven innovation,third-pa
197、rty integrations,and continually enhancing the performance,reliability,security,usability,and scalability of our applications.In addition to internal resources,we utilize partners,contractors,and offshore resources to improve efficiencies and our ability to deliver qualitysoftware.Our research and d
198、evelopment expenses were$15.8 million,$14.9 million,$15.8 million in fiscal years 2017,2016,and 2015,respectively.CompetitionThe overall markets we serve are rapidly evolving and subject to changing technology,shifting customer needs,and frequent introductions of newapplications.The intensity and na
199、ture of our competition varies significantly across our range of enterprise applications.We face competition both frompoint solution providers,including legacy on-premise enterprise systems,and other cloud-based software vendors that may address one or more of thefunctional elements of our applicati
200、ons.In addition,we face competition from manual processes and traditional tools,such as paper-based procedures,spreadsheets,and email.We believe the principal competitive factors in our market include the following:breadth and depth of application functionality;ease of deployment and use of applicat
201、ions;total cost of ownership;levels of customer support satisfaction;brand awareness and reputation;capability for configurability,integration,scalability,and reliability of applications;14Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained
202、 herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past finan
203、cial performance is no guarantee of future results.ability to innovate and respond to customer needs rapidly;andlevel of integration among applications and with other enterprise systems.We believe that we compete favorably on these factors.Our ability to remain competitive will largely depend on the
204、 strength of our applications,theeffectiveness of our sales and marketing efforts,the quality of our customer success organization,and our ability to acquire complementary technologies,products,and businesses to enhance the features and functionality of our applications.Intellectual Property and Pro
205、prietary RightsWe rely on a combination of trademark,copyright,trade secret,and patent laws in the United States and other jurisdictions as well as confidentialityprocedures and contractual provisions to protect our intellectual property.EmployeesAs of December 31,2017,we had 375 employees,with the
206、majority of our employees located in the United States or Canada.None of our employeesare covered by a collective bargaining agreement.We have never experienced a strike or similar work stoppage,and we consider our relations with ouremployees to be good.Legal ProceedingsFrom time to time,we may beco
207、me involved in legal proceedings arising in the ordinary course of our business.We are not presently a party to anylegal proceedings that we believe would,individually or taken together,have a material adverse effect on our business,operating results,financial condition,or cash flows.Information abo
208、ut Segment and Geographic RevenueWe operate and manage our business as a single operating segment.See our consolidated financial statements for a discussion of revenues,operatingloss,net loss,and total assets.Our revenues are principally generated in the United States,which accounted for 82%,84%,and
209、 81%of consolidated revenuesfor the years ended December 31,2017,2016,and 2015,respectively.Revenues from international business accounted for 18%,16%,and 19%ofconsolidated revenues for the years ended December 31,2017,2016,and 2015,respectively.See Note 13 Domestic and Foreign Operations,of the Not
210、es toCondensed Consolidated Financial Statements for more information regarding our revenue as it relates to domestic and foreign operations.Available InformationWe were incorporated in Delaware in 2010.Our principal executive offices are located at 401 Congress Avenue,Suite 1850,Austin,TX 78701.Our
211、telephone number at that location is(833)875-2631.Our website address is .Information on our website is not part of this reportand should not be relied upon in determining whether to make an investment decision.The inclusion of our website address in this report does not include orincorporate by ref
212、erence into this report any information on our website.Our annual reports on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K and amendments to those reports filed or furnishedpursuant to Section 13(a)or 15(d)of the Securities Exchange Act of 1934,as amended,are available free of
213、 charge through our website as soon as reasonablypracticable after they are electronically filed with or furnished to the SEC.The public may read and copy the materials we file with the SEC at the Office ofInvestor Education and Advocacy(previously referred to as SEC Public Reference Rooms)at 100 F
214、Street,NE,Washington,DC 20549.The public mayobtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.Additionally,the SEC maintains an internet sitethat contains reports,proxy,information statements,and other information.The address of the SECs website is
215、 www.sec.gov.15Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any
216、use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.Item 1A.Risk FactorsRisks Related to Our BusinessWe have a limited operating history and may be unable to achieve or sustai
217、n profitability or accurately predict our future results.We were formed in July 2010 and acquired our first business and commenced operations in September 2011.Prior to September 2011,our businessactivity was devoted to raising capital,building infrastructure,and reviewing potential acquisitions.As
218、such,we have a very limited operating history ofselling our products and professional services to third parties.Our limited operating history makes it difficult to evaluate our current business and futureprospects and may increase the risk of your investment.We incurred net losses of$18.7 million,$1
219、3.5 million,and$13.7 million in fiscal 2017,2016,and2015,respectively.As of December 31,2017,we had an accumulated deficit of$81.1 million.Our losses in prior periods and accumulated deficit reflect theinvestments we have made to date to grow our business.We expect to have significant operating expe
220、nses in the future to further support and grow ourbusiness,including expanding the range of integrations between our software and third-party applications and platform,expanding our direct and indirectsales capabilities,pursuing acquisitions of complementary businesses,investing in our data center i
221、nfrastructure and in research and development,andincreasing our international presence.As a result,we may be unable to achieve or sustain profitability or accurately predict our future results.You should notconsider our recent growth in revenue as indicative of our future performance,and we cannot a
222、ssure you that we will achieve profitability in the future,northat if we do become profitable,we will sustain profitability.Our growth depends on our ability to retain existing customers,secure additional subscriptions,and cross-sell opportunities from existing customers,whilenonrenewals and downgra
223、des could harm our future operating results.In order to improve our operating results,it is important that our customers renew or upgrade their agreements with us when the applicable contractterm expires,and also purchase additional applications from us.Typically contract terms are one to three year
224、s for subscription agreements,and one year forperpetual license agreements.Upon expiration,customers can renew their existing subscriptions,upgrade their subscriptions to add more seats or additionalminimum contracted volume,downgrade their subscriptions to fewer seats or lower minimum contracted vo
225、lume,or not renew.A renewal constitutesrenewing an existing contract for an application under the same terms,and an upgrade includes purchasing additional seats or volume under an existingcontract.We may also cross-sell additional applications to existing customers.Our ability to grow revenue and ac
226、hieve profitability depends,in part,oncustomer renewals,customer upgrades,and cross-sales to existing customers exceeding downgrades and non-renewals.However,we may not be able toincrease our penetration within our existing customer base as anticipated,and we may not otherwise retain subscriptions f
227、rom existing customers.Ourcustomers may choose to not renew or upgrade their subscriptions,or may downgrade,because of several factors,including dissatisfaction with our prices,features or performance relative to competitive offerings,reductions in our customers spending levels,unused seats or volum
228、e,or limited adoption or use ofour applications.In addition,we may not be successful in cross-selling new applications to our existing customers.If our customers do not upgrade or renewtheir subscriptions or purchase additional applications from us,or if they downgrade their subscriptions,our revenu
229、e may grow more slowly than expected ormay decline,and our financial performance may be adversely affected.Any failure to offer high-quality customer service may adversely affect our relationships with our customers and our financial results.Our customers depend on our customer success organization
230、to manage the post-sale customer lifecycle,including to implement new applications forour customers,provide training and ongoing education services,and resolve technical issues relating to our applications.We may be unable to respondquickly enough to accommodate short-term increases in demand for ou
231、r customer success services.We also may be unable to modify the format of ourcustomer success services to compete with changes in similar services provided by our competitors.Increased customer demand for these services,withoutcorresponding revenue,could increase costs and adversely affect our16Sour
232、ce:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this informa
233、tion,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.operating results.In addition,our sales process is highly dependent on the reliable functional operation of our applications,our business repu
234、tation,andpositive recommendations from our existing customers.Any failure to maintain high-quality customer service,or a market perception that we do not maintainhigh-quality customer service,could adversely affect our reputation,our ability to sell our applications to existing and prospective cust
235、omers,and ourbusiness,operating results,and financial position.If the market for cloud-based enterprise work management applications develops more slowly than we expect,or declines,our business could be adverselyaffected.The market for cloud-based enterprise work management applications is not as ma
236、ture as the market for legacy on-premise enterprise systems,and it isuncertain whether cloud-based applications will achieve and sustain high levels of customer demand and market acceptance.Our success will depend,to asubstantial extent,on increased adoption of cloud-based applications,particularly
237、our enterprise work management software applications.Many largeorganizations have invested substantial personnel and financial resources to integrate legacy on-premise enterprise systems into their businesses and,therefore,may be reluctant or unwilling to migrate to cloud-based applications,away fro
238、m their traditional vendors or to new practices,because of theorganizational changes often required to successfully implement new enterprise work management systems.In addition,we do not know whether theadoption of enterprise work management software will continue to grow and displace manual process
239、es and traditional tools,such as paper-based procedures,spreadsheets,and email.It is difficult to predict customer adoption rates and demand for our applications,the future growth rate and size of the cloud-basedsoftware application market,or the entry of competitive products.The expansion of the cl
240、oud-based software application market depends on a number offactors,including the cost,performance,and perceived value associated with cloud-based applications,as well as the ability of cloud-based applicationcompanies to address security and privacy concerns.If other cloud-based software applicatio
241、n providers experience security incidents,loss of customer data,disruptions in delivery,or other problems,the market for cloud-based applications as a whole,including our enterprise work management applications,maybe negatively affected.If cloud-based applications do not achieve widespread adoption,
242、or there is a reduction in demand for cloud-based applicationscaused by a lack of customer acceptance,technological challenges,weakening economic conditions,security or privacy concerns,competing technologiesand products,and decreases in corporate spending or otherwise,our revenues may decrease,and
243、our business could be adversely affected.If we fail to manage our growth effectively,we may be unable to execute our business plan and maintain high levels of customer satisfaction.We have recently experienced a period of rapid growth in our personnel and operations.In particular,we increased our nu
244、mber of full-time employeesfrom three as of December 31,2011 to 375 as of December 31,2017,and have also increased the size of our customer base.In addition,our revenue grew from$712,000 in fiscal 2011 to$98.0 million in fiscal 2017.Acquisitions are a primary component of our growth strategy,and as
245、a result,we anticipate that wewill continue to experience further rapid growth in our personnel and operations in the future.Our growth has placed,and future growth will place,asignificant strain on our managerial,administrative,operational,financial,and other resources.To manage the expected growth
246、 of our personnel andoperations,we will need to continue to improve our operational,financial and management controls,and our reporting systems and procedures.Failure toeffectively manage our growth could result in difficulty or delays in deploying our applications,declines in quality or customer sa
247、tisfaction,increases incosts,and difficulties in introducing new features or other operational difficulties,and any of these difficulties could adversely impact our businessperformance and results of operations.We have made,and expect to continue to make,acquisitions as a primary component of our gr
248、owth strategy.We may not be able to identify suitableacquisition candidates or consummate acquisitions on acceptable terms,or we may be unable to successfully integrate acquisitions,which could disruptour operations and adversely impact our business and operating results.A primary component of our g
249、rowth strategy has been to acquire complementary businesses to grow our company.For example,we acquired thebusinesses of PowerSteering Software,Inc.,Tenrox Inc.,and LMR Solutions,LLC dba EPM Live in fiscal 2012;the businesses of FileBound Solutions,Inc.and Marex Group Inc.,ComSci,LLC,and Clickabilit
250、y Inc.in fiscal 2013;the businesses of Solution Q Inc.and Mobile Commons,Inc.in fiscal 2014;UltrivaInc.in fiscal 2015;and the businesses of LeadLander,Inc.,HipCricket,Inc.,and Advanced17Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained he
251、rein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financia
252、l performance is no guarantee of future results.Processing and Imaging,Inc.in fiscal 2016.In fiscal 2017,we acquired the businesses of Omtool,Ltd.,RightAnswers,Inc.,Waterfall International,Inc.,andQvidian Corporation.We intend to continue to pursue acquisitions of complementary technologies,products
253、,and businesses as a primary component of ourgrowth strategy to enhance the features and functionality of our applications,expand our customer base,provide access to new markets,and increase benefitsof scale.Acquisitions involve certain known and unknown risks that could cause our actual growth or o
254、perating results to differ from our expectations.Forexample:we may not be able to identify suitable acquisition candidates or to consummate acquisitions on acceptable terms;we may pursue international acquisitions,which inherently pose more risks than domestic acquisitions;we compete with others to
255、acquire complementary products,technologies,and businesses,which may result in decreased availability of,orincreased price for,suitable acquisition candidates;we may not be able to obtain the necessary financing,on favorable terms or at all,to finance any or all of our potential acquisitions;we may
256、ultimately fail to consummate an acquisition even if we announce that we plan to acquire a technology,product,or business;andacquired technologies,products,or businesses may not perform as we expect,and we may fail to realize anticipated revenue and profits.In addition,our acquisition strategy may d
257、ivert managements attention away from our existing business,resulting in the loss of key customers oremployees,and expose us to unanticipated problems or legal liabilities,including responsibility as a successor for undisclosed or contingent liabilities ofacquired businesses or assets.If we fail to
258、conduct due diligence on our potential targets effectively,we may,for example,not identify problems at target companies or fail torecognize incompatibilities or other obstacles to successful integration.Our inability to successfully integrate future acquisitions could impede us fromrealizing all of
259、the benefits of those acquisitions and could severely weaken our business operations.The integration process may disrupt our business and,ifnew technologies,products,or businesses are not implemented effectively,may preclude the realization of the full benefits expected by us and could harmour resul
260、ts or operations.In addition,the overall integration of new technologies,products,or businesses may result in unanticipated problems,expenses,liabilities,and competitive responses.The difficulties of integrating an acquisition include,among other things:issues in integrating the target companys tech
261、nologies,products,or businesses with ours;incompatibility of marketing and administration methods;maintaining employee morale and retaining key employees;integrating the cultures of both companies;preserving important strategic customer relationships;consolidating corporate and administrative infras
262、tructures and eliminating duplicative operations;andcoordinating and integrating geographically separate organizations.In addition,even if the operations of an acquisition are integrated successfully,we may not realize the full benefits of the acquisition,including thesynergies,cost savings,or growt
263、h opportunities that we expect.These benefits may not be achieved within the anticipated time frame,or at all.Further,acquisitions may cause us to:issue common stock that would dilute our current stockholders ownership percentage;use a substantial portion of our cash resources;increase our interest
264、expense,leverage,and debt service requirements if we incur additional debt to pay for an acquisition;assume liabilities for which we do not have indemnification from the former owners;further,indemnification obligations may be subject todispute or concerns regarding the creditworthiness of the forme
265、r owners;18Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use
266、of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.record goodwill and non-amortizable intangible assets that are subject to impairment testing and potential impairment charges;e
267、xperience volatility in earnings due to changes in contingent consideration related to acquisition earn-out liability estimates;incur amortization expenses related to certain intangible assets;lose existing or potential contracts as a result of conflict of interest issues;become subject to adverse t
268、ax consequences or deferred compensation charges;incur large and immediate write-offs;orbecome subject to litigation.We depend on our senior management team and the loss of one or more key personnel,or an inability to attract and retain highly skilled personnel mayimpair our ability to grow our busi
269、ness.Our success depends,in part,upon the continued services of our key executive officers,including John T.McDonald,Michael D.Hill,and Timothy W.Mattox,as well as other key personnel.We do not have employment agreements with most of our executive officers or other key personnel that require themto
270、continue to work for us for any specified period;therefore,they may terminate employment with us at any time with no advance notice.The replacement ofour senior management team or other key personnel likely would involve significant time and costs,and the loss of these employees may significantly de
271、layor prevent the achievement of our business objectives.We face intense competition for qualified individuals from numerous technology and software companies.If we fail to attract and retain suitablyqualified individuals,including software engineers and sales personnel,our ability to implement our
272、business plan and develop and maintain ourapplications could be adversely affected.As a result,our ability to compete would decrease,our operating results would suffer,and our revenue woulddecrease.Failure to maintain and expand our sales organization may negatively impact our revenue growth.We sell
273、 our applications primarily through a direct sales organization comprised of inside sales and field sales personnel.In addition,we have anindirect sales organization,which sells to distributors and value-added resellers.Growing sales to both new and existing customers is,in part,dependent onour abil
274、ity to maintain and expand our sales force.Identifying,recruiting and training additional sales personnel requires significant time,expense,andattention.It can take several quarters or longer before our sales representatives are fully-trained and productive.Our business may be adversely affected if
275、ourefforts to expand and train our sales organization do not generate a corresponding increase in revenue.In particular,if we are unable to hire,develop,andretain sales personnel,or if our new sales personnel are unable to achieve expected sales productivity levels in a reasonable period of time or
276、at all,ourrevenue may grow more slowly than expected or decline and our business may be harmed.Because we generally recognize revenue from our customers over the terms of their agreements but incur most costs associated with generating suchagreements in advance,rapid growth in our customer base may
277、increase our losses in the short-term.Expenses associated with acquiring customers,such as the expenses related to our sales organizations and related commissions,are generally expensedas incurred,while most of our revenue is recognized ratably over the life of the applicable agreements.Therefore,in
278、creased sales will result in our recognitionof more costs than revenue during the early periods covered by such agreements,even in cases where the agreements are expected to be profitable for us overtheir full terms.As a result,even if we are successful in increasing our customer base,our short-term
279、 operating results may suffer.We recognize revenue from customers over the term of the related agreement;therefore,downturns or upturns in our business may not be immediatelyreflected in our operating results.We recognize revenue from customer agreements ratably over the terms of these agreements.As
280、 a result,a significant portion of the revenue we reportin each quarter is generated from customer agreements entered into during previous periods,which is reflected as deferred revenue on our balance sheet.Consequently,a decline in new or renewed agreements,or a downgrade of renewed agreements to f
281、ewer seats or less minimum contracted volume,in any onequarter may not be fully reflected in our revenue in that quarter.Such a decline,however,will negatively affect our revenue in future quarters.Accordingly,the effect of significant downturns in sales and market acceptance19Source:Upland Software
282、,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this information,except to the
283、 extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.of our applications,and potential changes in our pricing policies or rates of renewals,may not be fully reflected in our results of operations until futureperio
284、ds.Similarly,it would be difficult for us to rapidly increase our revenue through new sales,renewals,and upgrades of existing customer agreements,orthrough additional cross-selling opportunities,in a given period due to the timing of revenue recognition inherent in our subscription model.Perpetual l
285、icense revenue is unpredictable,and a material increase or decrease in perpetual license revenue from period to period can produce substantialvariation in the total revenue and earnings we recognize in a given period.Perpetual license revenue reflects the revenue recognized from sales of perpetual l
286、icenses relating to our workflow automation and enterprise contentmanagement applications to new customers and additional licenses for such applications to existing customers.We generally recognize the license feeportion of the arrangement in advance.Perpetual licenses of our workflow automation and
287、 enterprise content management applications are sold throughthird-party resellers,and as such,the timing of sales of perpetual licenses is difficult to predict with the timing of recognition of associated revenueunpredictable.A material increase or decrease in the sale of perpetual licenses from per
288、iod to period could produce substantial variation in the revenue werecognize.Accordingly,comparing our perpetual license revenue on a period to period basis may not be a meaningful indicator of a trend or future results.Our quarterly operating results may fluctuate in the future.As a result,we may f
289、ail to meet or exceed the expectations of research analysts or investors,which could cause our stock price to decline,and you may lose part or all of your investment.Our quarterly operating results may fluctuate as a result of a variety of factors,many of which are outside of our control.Accordingly
290、,the results of anyone quarter may not fully reflect the underlying performance of our business and should not be relied upon as an indication of future performance.If ourquarterly operating results or outlook fall below the expectations of research analysts or investors,the price of our common stoc
291、k could decline substantially.Fluctuations in our quarterly operating results or outlook may be due to a number of factors,including,but not limited to:the extent to which our existing customers purchase additional seats or volume for our applications,and the timing and terms of thosepurchases;the e
292、xtent to which our existing customers renew their customer agreements for our applications and the timing and terms of those renewals;the extent to which we cross-sell additional applications to our existing customers and the timing and terms of such cross-selling;the addition or loss of customers,i
293、ncluding through acquisitions or consolidations;the extent to which new customers are attracted to our applications to satisfy their enterprise work management needs;the rate of adoption and market acceptance of enterprise work management applications;the mix of our revenue,particularly between prod
294、uct and professional services revenue,for which the timing of revenue recognition issubstantially different;changes in the gross profit we realize on our applications and professional services due to our differing revenue recognition policies applicableto subscription,product,and professional servic
295、es revenue and other variables;the extent to which we enter into multi-year contracts,in which the support fees are typically paid in advance;the number and size of new customers and the number and size of renewals in a particular period;changes in our pricing policies or those of our competitors;th
296、e mix of applications sold during a period;the timing and expenses related to the acquisition of technologies,products,or businesses,and potential future charges for impairment ofgoodwill from such acquisitions;20Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchT
297、he information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by a
298、pplicable law.Past financial performance is no guarantee of future results.the amount and timing of operating expenses,including those related to the maintenance and expansion of our business,operations andinfrastructure;the amount and timing of expenses related to the development of new products an
299、d technologies,including enhancements to our applications;the amount and timing of commissions earned by our sales personnel;the timing and success of new applications introduced by us or new offerings offered by our competitors;the length of our sales cycles;changes in the competitive dynamics of o
300、ur industry,including consolidation among competitors,customers,or strategic collaborators;our ability to manage our existing business and future growth,including increases in the number of customers using our applications;the seasonality of our business or cyclical fluctuations in our industry;the
301、timing and expenses related to any international expansion efforts we may undertake and the success of such efforts;various factors related to disruptions in access and delivery of our cloud-based applications,errors or defects in our applications,privacy anddata security,and exchange rate fluctuati
302、ons,each of which is described elsewhere in these risk factors;andgeneral economic,industry,and market conditions.We may need financing in the future,and any additional financing may result in restrictions on our operations or substantial dilution to our stockholders.We may seek to renegotiate or re
303、finance our loan facility,and we may be unable to do so on acceptable terms or at all.We have funded our operations since inception primarily through equity financings,cash from operations,and cash available under our loan facility.We may need to raise funds in the future,for example,to expand our b
304、usiness,acquire complementary businesses,develop new technologies,respond tocompetitive pressures,or react to unanticipated situations.We may try to raise additional funds through public or private financings,strategic relationships,or other arrangements.Our ability to obtain debt or equity funding
305、will depend on a number of factors,including market conditions,our operatingperformance,and investor interest.Additional funding may not be available to us on acceptable terms or at all.If adequate funds are not available,we may berequired to reduce expenditures,including curtailing our growth strat
306、egies,reducing our product-development efforts,or foregoing acquisitions.If wesucceed in raising additional funds through the issuance of equity or convertible securities,it could result in substantial dilution to existing stockholders.Ifwe raise additional funds through the issuance of debt securit
307、ies or preferred stock,these new securities would have rights,preferences,and privileges seniorto those of the holders of our common stock.In addition,any debt financing obtained by us in the future or issuance of preferred stock could involverestrictive covenants relating to our capital raising act
308、ivities and other financial and operational matters,which may make it more difficult for us to obtainadditional capital and to pursue business opportunities,including potential acquisitions.Additionally,we may need to renegotiate the terms of our loanfacility,and our lender may be unwilling to do so
309、,or may agree to such changes subject to additional restrictive covenants on our operations and ability toraise capital.Our loan facility contains operating and financial covenants that may restrict our business and financing activities.On August 2,2017,we expanded into a$200.0 million loan facility
310、 with Wells Fargo Capital Finance.The facility is comprised of a$95.0 millionterm loan,a$10.0 million revolving credit facility and a$40.0 million delayed draw term loan for acquisitions,of which$20.0 million was drawn inNovember 2017.Additionally,the facility provides for an uncommitted$55.0 millio
311、n accordion loan to further support future acquisitions and an allowanceof$20.0 million of subordinated seller notes for acquisitions.21Source:Upland Software,Inc.,10-K,March 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and
312、is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.Ou
313、r obligations and the obligations of the co-borrowers and any guarantors under the Wells Fargo loan facility are secured by a security interest insubstantially all of our assets and assets of the co-borrowers and of any guarantors,including intellectual property.The terms of the credit facility limi
314、ts,among other things,our ability tosell,lease,license or otherwise dispose of assets;undergo a change in control;consolidate or merge with or into other entities;make or own loans,investments and acquisitions;create,incur or assume guarantees in respect of obligations of other persons;create,incur
315、or assume liens and other encumbrances;orpay dividends or make distributions on,or purchase or redeem,our capital stock.Furthermore,the Wells Fargo loan facility requires us and our subsidiaries to comply with certain financial covenants.The operating and otherrestrictions and covenants in the loan
316、facility,and in any future financing arrangements that we may enter into,may restrict our ability to finance ouroperations,engage in certain business activities,or expand or fully pursue our business strategies,or otherwise limit our discretion to manage our business.Our ability to comply with these
317、 restrictions and covenants may be affected by events beyond our control,and we may not be able to meet those restrictionsand covenants.A breach of any of the restrictions and covenants could result in a default under the loan facility or any future financing arrangements,whichcould cause any outsta
318、nding indebtedness under the loan facility or under any future financing arrangements to become immediately due and payable,andresult in the termination of commitments to extend further credit.If we are unable to increase market awareness of our company and our applications,our revenue may not conti
319、nue to grow,or may decline.Market awareness of our company and our applications is essential to our ability to generate new leads for expanding our business and our continuedgrowth.If we fail to sufficiently invest in our marketing programs or they are unsuccessful in creating market awareness of ou
320、r company and our applications,our revenue may grow more slowly than expected or may decline,and our financial performance may be adversely affected.The markets in which we participate are intensely competitive,and if we do not compete effectively,our operating results could be adversely affected.Th
321、e overall market for enterprise work management software is rapidly evolving and subject to changing technology,shifting customer needs andfrequent introductions of new applications.The intensity and nature of our competition varies significantly across our family of enterprise work managementsoftwa
322、re applications.Many of our competitors and potential competitors are larger and have greater brand name recognition,longer operating histories,larger marketing budgets,and significantly greater resources than we do.Some of our smaller competitors may offer applications on a stand-alone basis at alo
323、wer price than our price due to lower overhead or other factors,while some of our larger competitors may offer applications at a lower price in an attempt tocross-sell additional products in the future or retain a customer using a different application.We believe there are a limited number of direct
324、 competitors that provide a comprehensive enterprise work management software offering.However,weface competition both from point solution providers,including legacy on-premise enterprise systems,and other cloud-based work management softwarevendors that may address one or more of the functional ele
325、ments of our applications,but are not designed to address a broad range of enterprise workmanagement needs.In addition,we face competition from manual processes and traditional tools,such as paper-based techniques,spreadsheets,and email.If our competitors products,service,or technologies become more
326、 accepted than our enterprise work management applications,if they are successfulin bringing their products or services to market earlier than ours,or if their products or services are more technologically capable than ours,our revenuescould be adversely affected.22Source:Upland Software,Inc.,10-K,M
327、arch 09,2018Powered by Morningstar Document ResearchThe information contained herein may not be copied,adapted or distributed and is not warranted to be accurate,complete or timely.The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such
328、 damages or losses cannot be limited or excluded by applicable law.Past financial performance is no guarantee of future results.Mergers of,or other strategic transactions by,our competitors could weaken our competitive position or reduce our revenue.If one or more of our competitors were to merge or
329、 partner with another of our competitors,the change in the competitive landscape could adverselyaffect our ability to compete effectively.In order to take advantage of customer demand for cloud-based software applications,vendors of legacy systems areexpanding their cloud-based enterprise workplace
330、management applications through acquisitions and internal development.A potential result of suchexpansion is that certain of our current or potential competitors may be acquired by third parties with greater available resources and the ability to furtherinvest in product improvements and initiate or
331、 withstand substantial price competition.Our competitors also may establish or strengthen cooperativerelationships with our current or future value-added resellers,third-party consulting firms or other parties with whom we have relationships,thereby limitingour ability to promote our applications.Di
332、sruptions in our business caused by these events could reduce our revenue.Our growth and long-term success depends,in part,on our ability to expand our international sales and operations.As our operations have expanded,we have established and currently maintain offices in the United States,Canada,an
333、d the United Kingdom.We havelimited experience in operating in foreign jurisdictions and expect to continue to expand our relationship with international customers.Managing a globalorganization is difficult,time-consuming and expensive,and any international efforts that we may undertake may not be successful.In addition,conductinginternational operations subjects us to risks,including the followin
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