1、 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2022OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Commiss
2、ion File Number 001-36720Upland Software,Inc.(Exact name of 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 cod
3、e,and telephone number,including area code,of registrants principal executive offices)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading SymbolName of each exchange on which registeredCommon Stock,par value$0.0001 per shareUPLDThe Nasdaq Global MarketSecurities regi
4、stered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if 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
5、No xIndicate by check mark whether the registrant(1)has filed all reports 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 f
6、iling requirements for the past 90 days.Yes x No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during thepreceding 12 months(or for such shorter period tha
7、t the registrant was required to submit and post such files).Yes x No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“largeaccelerated filer,”“acce
8、lerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerxNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected no
9、t to use the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of
10、its internal control over financial reporting under Section 404(b)of theSarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial s
11、tatements of the registrant included in the filing reflect the correction of an error to previously issuedfinancial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the regis
12、trants executive officers during therelevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No xThe aggregate market value of the registrants common stock held by non-affiliates of the registrant was
13、approximately$0.4 billion based upon the closing price of$14.52 of such common stock onthe Nasdaq Global Market on June 30,2022(the last business day of the registrants most recently completed second fiscal quarter).Shares of common stock held as of June 30,2022 by each directorand executive officer
14、 of the registrant,as well as shares held by each holder of 10%of the common stock known to the registrant,have been excluded for purposes of the foregoing calculation.Thisdetermination of affiliate status is not a conclusive determination for other purposes.As of February 21,2023,32,222,914 shares
15、of the registrants 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 2023 Annual Meeting of the Stockholders,to be filed not later than 120 daysafter the end of the y
16、ear covered by this Annual Report,are incorporated by reference into Part III of this Annual Report where indicated.TABLE OF CONTENTS PART IItem 1.Business4Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments30Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30PART IIIte
17、m 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchasesof Equity Securities31Item 6.Selected Financial Data32Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Ri
18、sk54Item 8.Financial Statements and Supplementary Data56Report of Independent Registered Public Accounting Firm57Consolidated Financial Statements60Consolidated Balance Sheets60Consolidated Statements of Operations62Consolidated Statements of Comprehensive Loss63Consolidated Statements of Equity64Co
19、nsolidated Statements of Cash Flows65Notes to the Consolidated Financial Statements66Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure100Item 9A.Controls and Procedures100Item 9B.Other Information100PART IIIItem 10.Directors,Executive Officers and Corporate
20、Governance102Item 11.Executive Compensation102Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters102Item 13.Certain Relationships and Related Transactions and Director IndependenceItem 14.Principal Accountant Fees and Services102PART IVItem 15.Exhibi
21、ts and Financial Statement Schedules102Item 16.Form 10-K Summary102SIGNATURES1061PART ISpecial Note Regarding Forward Looking StatementsThis Annual Report on Form 10-K contains“forward-looking statements”within the meaning of Section 27A of the Securities Act,and Section 21E of theSecurities Exchang
22、e Act of 1934,as amended(the“Exchange Act”).Forward-looking statements generally relate to future events or our future financial oroperating performance.Forward-looking statements may be identified by the use of forward-looking words such as“anticipate,”“believe,”“may,”“will,”“continue,”“seek,”“esti
23、mate,”“intend,”“hope,”“predict,”“could,”“should,”“would,”“project,”“plan,”“expect”or the negative or plural of these words orsimilar expressions,although not all forward-looking statements contain these words.These forward-looking statements include,but are not limited to,statements concerning the f
24、ollowing:our financial performance and our ability to achieve or sustain profitability or predict future results;our plans regarding future acquisitions and our ability to consummate and integrate acquisitions;our ability to expand our go to market operations,including our marketing and sales organi
25、zation,and successfully increase sales of our products;our ability to obtain financing in the future on acceptable terms or at all;our expectations with respect to revenue,cost of revenue and operating expenses in future periods;our expectations with regard to revenue from perpetual licenses,usage f
26、ees and professional services;our ability to adapt to macroeconomic factors impacting the global economy,including foreign currency exchange risk,inflation and supply chainconstraints;our ability to attract and retain customers;our ability to successfully enter new markets and manage our internation
27、al expansion;our ability to comply with privacy laws and regulations;our ability to deliver high-quality customer service;our plans regarding,and our ability to effectively manage,our growth;maintaining our senior management team and key personnel;the performance of our resellers;our ability to adap
28、t to changing market conditions and competition;our ability to adapt to technological change and continue to innovate;global economic and financial market conditions and uncertainties;the growth of demand for cloud-based,digital transformation applications;our ability to integrate our applications w
29、ith 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 expectations with regard to trends,su
30、ch as seasonality,which affect our business;impairments to goodwill and other intangible assets;our beliefs regarding how our applications benefit customers and what our competitive strengths are;the operation,reliability and security of our third-party data centers;the risk that we did not consider
31、 another contingency included in this list;our expectations as to the payment of dividends;andother risk factors included under“Risk Factors”in this Annual Report on Form 10-K.2You should not rely upon forward-looking statements as predictions of future events.We have based the forward-looking state
32、ments contained in this AnnualReport on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business,financialcondition,results of operations,and prospects.The outcome of the events described in these forward-looking statement
33、s is subject to risks,uncertainties,andother 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 verycompetitive and rapidly changing environment.New risks and uncertainties emerge from time to time,and it is
34、not possible for us to predict all risks anduncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K.We cannot assure you that theresults,events,and circumstances reflected in the forward-looking statements will be achieved or occur,and a
35、ctual results,events,or circumstances coulddiffer 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.We undertakeno obligation to update any for
36、ward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of thisAnnual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events,except as required by law.We may not actually achievethe plans,intentions,or exp
37、ectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.Our forward-looking statements do not reflect the potential impact of any future acquisitions,mergers,dispositions,joint ventures,or investments we maymake.All references t
38、o“Upland,”“we,”“us”or“our”mean Upland Software,Inc.3Item 1.BusinessUpland provides cloud-based software applications that enable our customers to drive digital transformation in the following business functions:Marketing.Digital marketing,e-commerce,and customer service teams use our applications to
39、 interact with consumers across multiple channels toacquire new customers,drive product and service utilization,resolve issues,and build brand loyalty.Our applications deliver value to organizationsacross a number of use cases including mobile messaging,mobile application marketing,Voice of the Cust
40、omer(VOC),email marketing,knowledgemanagement and call center productivity.Sales.Sales teams employ our applications to drive growth through deeper customer engagement,reduced sales cycle times,and improvedcollaboration between sales,marketing,and other customer-facing functions.We offer application
41、s that help organizations optimize their salesopportunity and account management processes,coordinate proposal and reference activities,collaborate on the creation and publication of digitalcontent and gain increased control over key sales and marketing workflows,activities and budgets.Contact Cente
42、r.Customer service and support environments use our applications to enable agents to resolve issues and engage customers.We offerapplications that improve customer experience and reduce call volume and cycle times through customer self-service products and VoC technologythat captures customer sentim
43、ent in real-time.Upland also offers products that improve call center agent productivity by providing more direct accessto knowledge and to customer sentiment thereby improving both inbound call outcomes and proactive outbound success.We also provide productsthat deliver knowledge-based,guided workf
44、lows for customer service environments supporting complex products in strict regulatory requirements.Additional solutions help call center leadership to manage agent performance and measure real-time performance relative to call resolution andcustomer sentiment,improve performance through gamificati
45、on,and gather agent feedback to keep employee engagement high.Knowledge Management.In addition to contact centers,we provide knowledge management applications to a variety of lines of businesses to improveemployee productivity and value by providing more direct access to knowledge.Upland knowledge s
46、olutions provide access to time-criticalinformation from within our applications or other systems that exists within an organization and delivers a unified view of all related content.We alsoprovide products that deliver knowledge-based,guided workflows for customer service environments supporting c
47、omplex products in strict regulatoryrequirements.Project Management.Business leaders and project management officers(PMOs)use our applications to optimize project portfolios,balance capacityagainst demand,improve financial-based decision making,align execution of projects to strategy across large or
48、ganizations,and manage the projectdelivery lifecycle.Our applications deliver value to project management across a variety of use cases including continuous improvement,enterpriseIT,new product development,and services departments along with industry depth in higher education,public sector,and healt
49、hcare IT.Information Technology.Information technology(IT)departments use our applications to manage a variety of IT activities and resources across theenterprise.Our applications help information technology departments ensure they are delivering against the objectives of the business by helping the
50、mselect and prioritize the right investments,gain greater control of resource demand and allocation,and track and report benefit realization.Ourapplications enable executives to gain better insight into IT spending to help prevent cost overruns and understand the nature of consumption.4Business Oper
51、ations.Multiple functional departments use our applications to streamline operations and accelerate business performance across theirvalue chains.Upland solutions in this area range from supply chain collaboration and factory management,back office document and vendormanagement,to applications that
52、improve sales responsiveness.In addition,our products help operations team compose,automate and exchangedocuments based on content from existing back-office systems to produce interactive business communications,while maintaining compliance andreducing production costs.Human Resources and Legal.Huma
53、n resources(HR),legal departments,and law firms use our applications to improve collaboration and operationalcontrol and streamline routine processes.We offer applications that automate document management and workflow including,contracts,records,andother documentation that require enhanced security
54、 and compliance requirements.Other applications support HR-specific workflows includingonboarding,employee management,termination,HR support,and time and expense management.Through a series of acquisitions and integrations,we have built a diverse family of software applications under the Upland bran
55、d.Our total revenue increasedfrom$302.0 million to$317.3 million from the year ended December 31,2021 compared to the year ended December 31,2022,representing a 5%period-over-period growth rate.Our subscription and support revenue increased from$287.6 million to$297.9 million,from the year ended Dec
56、ember 31,2021 comparedto the year ended December 31,2022,representing a 4%period-over-period growth rate.To support continued growth,we intend to continue to pursue acquisitions within our core cloud offerings of complementary technologies and businesses.Weexpect that this will expand our customer b
57、ase and market access,resulting in increased benefits of scale.Consistent with our growth strategy,we have made atotal of 31 acquisitions in the 11 years ending December 31,2022.The operating platform we use to transform acquired companies in order to maintain a consistently high level of operating
58、performance is called UplandOne.This platform consists of six key areas:High-Touch Customer Success Program.We have institutionalized a set of unique customer commitments and deliverables we call the UplandCustomer Success Program that includes onboarding and training,a dedicated customer success re
59、presentative,upgraded success plans,virtual userconferences,periodic executive outreach,Net Promoter Score(NPS),and an ongoing customer feedback loop.Quality-Focused R&D.Our approach to research and development(R&D)at Upland is straight-forward:prioritize the customer need,leverage ametrics-driven a
60、gile approach with visibility and accountability,and deploy up-to-date development systems and processes to ensure quality andsecurity are built into every step of development.In 2022,we announced the creation of our own R&D Center of Excellence in India which we arecontinuing to grow as we expand o
61、ur cost-effective offshore product development platform in order to maintain our product competitiveness andexpand our total addressable market.Customer-Driven Innovation.Customer feedback is at the heart of the Upland customer experience.New features are added and prioritized in ourproduct roadmaps
62、,and then fine-tuned,based on direct customer input.Requests from our Premier Success Plan customers are given additionalpriority weighting for new features and minor issue resolution.Product feedback outlets include customer success account management,virtual userconferences,customer advisory board
63、s,and Uplands online communities.Expert Professional Services.Through our Professional Services organization,Upland is committed to delivering the most value from a customersUpland investment in the shortest possible time.Once we engage on a project,we dedicate a team to the planning,configuration,i
64、ntegration,launch,administration,and maintenance of the application.Global Support.Upland Global support includes:prioritized issue escalation and resolution;online and phone support;access to a community to shareand discuss best practices,support tips,training materials,and custom reports;a knowled
65、ge-base with alerts,service recommendations,andtroubleshooting content;unlimited case submissions and real-time case updates;and technical support access worldwide.For customers that havemore urgent support requirements,Upland Premier Success Plans provide enhanced response times and availability fo
66、r the most severe supportrequests.5Enterprise Cloud Platform.Uplands products run on an enterprise-class cloud environment-delivering power,reliability,and flexibility.We utilizethird-party cloud providers for our cloud-based products and move acquired products to third-party cloud providers in conn
67、ection with our acquisitionintegration program.Our applications are scalable and can support large deployments while maintaining high levels of availability,performance andsecurity levels.Our operating results in a given period can fluctuate based on the mix of subscription and support,perpetual lic
68、ense and professional services revenue.For theyears ended December 31,2022,2021 and 2020,our subscription and support revenue represented 94%,95%and 95%of total revenue,respectively.Historically,we have sold certain of our applications under perpetual licenses,which also are paid in advance.For the
69、years ended December 31,2022,2021and 2020,our perpetual license revenue represented 2%,1%and 1%of total revenue,respectively.The support agreements related to our perpetual licenses aretypically one-year in duration and entitle the customer to support and unspecified upgrades.The revenue related to
70、such support agreements is included as partof our subscription and support revenue.Professional services revenue consists of fees related to implementation,data extraction,integration and configuration,and training on our applications.For the years ended December 31,2022,2021 and 2020,our profession
71、al services revenue represented 4%,4%and 4%oftotal revenue,respectively.Our Competitive 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 servic
72、es,consultingservices,technology,manufacturing,media,telecommunications,government,political,non-profit,healthcare,life sciences,retail and hospitality.We service customers of varying size,ranging from large global corporations and government agencies to medium-sized businesses.We have morethan 10,0
73、00 customers,with no customer representing more than 10%of our revenue.Diversified family of cloud applications.We offer a family of cloud-based software applications that addresses a broad range of enterprise needs.Webelieve this benefits our customers as compared to many of our cloud-based competi
74、tors who offer only a single point solution for a more limited anddiscrete need.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 revenu
75、e and enhances our ability to effectively manage our business.Inaddition,the cloud-based nature of our model accommodates significant additional business volume with limited incremental costs,providing us withopportunities to improve our operating margins.Proven M&A capability.We have a proven abili
76、ty to successfully identify,acquire,and integrate complementary businesses to grow our company,asevidenced by the 31 acquisitions we have completed in the 11 years ending December 31,2022.We believe that our acquisition experience andstrategy give us a competitive advantage in identifying additional
77、 opportunities to expand 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 roles atboth private and public companies.In addition,our managements extensive
78、 knowledge of the industry and experience in building businesses hasenabled us to 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 installationrequir
79、ed by our customers.This delivery model allows us to provide reliable,cost-effective applications to our customers,add subscribers withminimal incremental effort and deploy new functionality and upgrades quickly and efficiently.We believe our cloud-based delivery model providesus with a competitive
80、advantage over 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
81、annual net dollar retention rate was95%as of December 31,2022.See“Item 7.Managements Discussion and AnalysisKey Metrics,”for our definition of annual net dollar retentionrate.Our commitment to customer success has enabled us to expand our footprint within customer organizations and facilitate the on
82、going adoptionof our enterprise software applications.We utilize NPS methodology to track our progress and drive continuous improvement.6Our Strategy for GrowthWe believe the key elements of our strategy for growth are as follows:Acquire complementary software businesses.We intend to continue to pur
83、sue acquisitions of complementary technologies,products,and businessesto expand our footprint in target business functions,and to provide access to new markets and increased benefits of scale.Our experienced corporatedevelopment team continually monitors a pipeline of potential acquisition candidate
84、s.We believe that our acquisition experience and strategy give usa competitive advantage in identifying additional opportunities to expand our portfolio cloud-based applications to better serve our customers.Weintend to prioritize acquisitions within the solution categories we currently offer.Improv
85、e and enhance applications.We intend to continue to invest in research and development and work closely with our customers to identify andimprove applications,features and functionalities that address customer requirements across the enterprise spectrum.We also intend to continue toexpand our suppor
86、t for key third-party integrations and presence in key partner marketplaces.Increase sales to existing customers.We believe there is a significant opportunity to expand the adoption of our applications within our existingcustomer organizations,particularly within divisions or departments that have n
87、ot 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,we intendto add new applications that will address additional functions within the enterprise spe
88、ctrum.We believe these initiatives will significantly increasethe value of our partnership with our customers,further strengthen our competitive position,and drive increased adoption of multiple applications byour customers.Add new customers.We maintain direct sales and marketing capabilities to fur
89、ther 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 range of integrations between our software and third-party applicat
90、ions and platforms,which we believe make ourapplications more attractive to a broader audience of potential customers.CustomersWe service customers ranging from large global corporations and various government agencies as well as small and medium-sized businesses.Our customersoperate in a wide varie
91、ty of industries,including financial services,consulting services,technology,manufacturing,media,telecommunications,government,political,non-profit,healthcare,life sciences,retail and hospitality.For the year ended December 31,2022,approximately 90%of our recurring revenue wasgenerated from what we
92、consider to be major accounts.We consider customers with contracted annual recurring revenue of$25,000 or more to be“majoraccounts.”SalesWe sell primarily through a direct sales organization comprised of inside sales and field sales personnel.In addition to our direct sales organization,we have anin
93、direct sales organization that sells to distributors and value-added resellers.We employ a land-and-expand go-to-market strategy.After we demonstrate thevalue of an initial application to a customer,our sales and account management teams work to expand the adoption of that initial application across
94、 thecustomer,and cross-sell additional applications to address other software needs of the customer.Our customer success organization supports our direct salesefforts by managing the post-sale customer lifecycle.Our subscription agreements are typically sold either on a per-seat basis or on a minimu
95、m 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.MarketingOur marketing activities are designed to build awareness of the Upland brand and the solutions we
96、offer,generate thought leadership,and create demand,resulting in leads and opportunities for our sales organizations.We focus a significant portion of our marketing activities on our existing customers to driveexpansion and cross-sell opportunities.Our marketing programs target decision makers and i
97、nfluencers who participate in the buying cycles of various businessfunctions inside large organizations including marketing,sales,contact centers,knowledge management,project management,information technology,business operations,human resources and legal.Our lead and demand generation programs inclu
98、de:7use 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,trade shows,and industry events;our on
99、line virtual user conferences;integrated digital marketing campaigns,including email,online,blogs,and webinars;public relations,analyst relations,and social media initiatives;andsales representatives who respond to incoming leads to convert them into new sales opportunities.Customer SuccessOur custo
100、mer success organization is structured to manage all aspects of our post-sale customer lifecycle.This organization consists of dedicated teams with amission to drive adoption of our products,value realization,retention,and loyalty across our customer base.Our customer success organization has three
101、corefunctional areas with strategic focus on customer relationship management:Customer Success Management.Our CSM team partners with customers throughout their lifecycle with the Upland family of products to ensure thecustomer is getting the most out of their technology investment.CSMs are experts i
102、n matching use of Upland products to a customers individualbusiness context sometimes bringing in or coordinating across other teams and internal resources where necessary to achieve the customers goals.Professional Services.Our professional services team provides critical expertise in Uplands produ
103、ct areas throughout the customer journey.Duringimplementation,this team is responsible for coordinating all activities relating to the implementation,transition,and on-boarding of new customersand assisting new customers with the addition of new products to their accounts.Typical implementation prof
104、essional services engagements vary inlength from a few weeks to several months depending on the size and scope of the engagement and are in addition to services provided under ourstandard customer agreement and are fee-based.Beyond implementation,this team also provides advisory and consulting servi
105、ces,integrationservices and configuration change services as a customers business needs change over time.Customer Support.Our customer support team is conveniently available through multiple channels to help our customers maximize the return ontheir investment in our technology.We also provide 24/7/
106、365 coverage to help ensure our software products maintain global availability.In addition,our customer support team manages and administers the Upland customer community to provide an outstanding knowledge base and self-serviceexperience.Our customer success organization manages programs to reinfor
107、ce the ongoing business value of our applications.These service offerings include:Health checks and business reviews where we engage core users and business buyer sponsors to deliver a detailed scorecard and recommendationson driving product adoption and business value.Consumption review and recomme
108、ndations designed to deliver best practice recommendations for implementation strategy and a roadmap proposalfor aligning the system with customers evolving process maturity to increase application usage.Premier success plans that provide a bundled services,support,and product experience offering wi
109、th two tiers(gold and platinum)designed toprovide maximum customer value.Executive outreach where we promote open communication between the Upland leadership team and our customers key stakeholders,which is fullycommitted to making sure customers are delighted with their Upland experience,and custom
110、er executives.Technology and OperationsOur cloud-based family of applications utilizes a multi-tenant architecture and our customers access our applications using a secure Internet connection througha standard web browser.Our applications are easy to deploy,highly configurable,scalable,flexible,and
111、secure,and provide our customers with a modern andintuitive user experience.8We have partnered with third-party hosting platforms to provide the hardware and infrastructure necessary to provide our services to our customers.Third-partyhosting platform facilities provide 24/7/365 security,biometric a
112、ccess controls,redundant networking,power and environmental systems,and monitoring.Upland Software designs and operates the infrastructure architecture with fully redundant subsystems,highly available configurations,and defense in depthsecurity zones.Our applications are built on highly available an
113、d modular architectures that balance customer workloads across multiple servers.This allows us to provide aflexible method for scaling customers without impacting other parts of the architectural environment while maintaining the high levels of uptime our customersrequire.Our family of applications
114、offers high levels of security through logical data segregation of each customers data from the data of other customers and throughlimiting access to our platform to only those individuals authorized by our customers.In addition,sensitive customer data is encrypted“at rest”and“in transit”over secure
115、 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,protect against security threatsor data breaches,and prevent unauthorized access to data.CompetitionThe overall mark
116、ets we serve are rapidly evolving and subject to changing technology,shifting customer needs,and frequent introductions of new applications.The intensity and nature of our competition varies significantly across our range of enterprise applications.We compete against larger enterprise softwarecompan
117、ies that provide a full suite of Software as a Service,or SaaS,solutions focused on the functional areas we serve or the problems our cloud offeringsaddress.We face competition both from point solution providers,including legacy on-premise enterprise systems,and other cloud-based software vendors th
118、atmay address one or more of the functional elements of our applications.In addition,we face competition from manual processes and traditional tools,such aspaper-based procedures,spreadsheets,and email.We believe the principal competitive factors in our market include the following:breadth and depth
119、 of application functionality;ease of deployment and use of applications;total cost of ownership;levels of customer support satisfaction;brand awareness and reputation;capability for configuration,integration,scalability,and reliability of applications;ability to innovate and respond to customer nee
120、ds 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 strength of our applications,theeffectiveness of our sales and marketing efforts,the quality of o
121、ur 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 Proprietary RightsWe rely on a combination of trademark,copyright,trade secret,and patent laws in the
122、 United States and other jurisdictions as well as confidentiality proceduresand contractual provisions to protect our intellectual property.SeasonalityWe have historically experienced seasonality in terms of when we enter into customer agreements.We sign a significantly higher percentage of agreemen
123、tswith new customers,and renew agreements with existing customers,in the fourth quarter of each calendar year,resulting in our cash flow from operationshistorically being higher in the first quarter of each calendar year than in other quarters.We expect this seasonality to continue,or possibly incre
124、ase in thefuture.See“Risk FactorsRisks Related to Our Common StockCertain of our operating results and financial metrics are difficult to predict as a result ofseasonality.”9RegulationWe believe that our businesses and operations are in substantial compliance with all applicable government laws and
125、regulations.Any additional measures tomaintain compliance are not expected to materially affect our capital expenditures,competitive position,financial position or results of operations.Variouslegislative and administrative regulations applicable to us have become effective or are under consideratio
126、n in many parts of the world.To date,suchdevelopments have not had a substantial adverse impact on our revenues,earnings or cash flows.However,if new or amended laws or regulations imposesignificant operational restrictions and compliance requirements upon us or our business,our capital expenditures
127、,results of operations,financial condition andcompetitive position could be negatively impact.Refer to“Risk Factors”for further information.Human CapitalWe believe that our ability to attract and retain highly skilled employees is critical to our success.As of December 31,2022,we had 1,006 full time
128、 employees,with the majority of our employees located in the United States,Australia,Canada,India,Ireland,and the United Kingdom.None of our employees are coveredby a collective bargaining agreement.We have never experienced a strike or similar work stoppage,and we consider our relations with our em
129、ployees to begood.Human capital measures and objectives we focus on in managing its business include the following:Recognition of Collaborative Problem Solvers.We have clearly defined company values that highlight the importance of collaboration,clearcommunication,and solving problems.We have annual
130、 awards that celebrate these values with both peer and management nominations at thebusiness unit,function,and company-wide levels.Employee Talent Acquisition and Retention.We have always supported a“work anywhere”philosophy that allows us to recruit and retain top talentthroughout the world.Our tea
131、m members have the flexibility to work remotely,in an office where available,or a hybrid of the two,according to theirpreferences.Our total compensation and benefits packages are market competitive.Additionally,we maintain a system for providing our personnelan opportunity to express grievances or c
132、oncerns,which includes an anonymous whistleblower hotline.Employee Engagement.We survey team members twice a year to gather feedback on key factors of employee experience,including work/life blend,social connection and learning and development.We have a formal Employee Resource Group program that fo
133、sters the formation of and providessupport to employee-led groups dedicated to education and building community for team members with a shared characteristic or interest.Development and Promotion of Leaders.Our high annual growth provides consistent promotion opportunities for our team members.We pr
134、ovidecareer ladders and development resources for all of our key functions.We provide leadership training for our managers.In addition,team membersthat join us through regular acquisitions have access to career development and promotion opportunities that would not have been available at theirsmalle
135、r companies.Creating a Culture of Customer Value and Improvement.Delivering customer value is core to our mission.Our UplandOne operating processes focuson quantifying customer satisfaction through NPS surveys,maintaining customer-driven software roadmaps,and empowering our team members toleverage e
136、xpert resources from across the company to drive business success for our customers.Available InformationWe were incorporated in Delaware in 2010.Our principal executive offices are located at 401 Congress Avenue,Suite 1850,Austin,TX 78701.Our maintelephone number is(512)960-1010.Our website address
137、 is .Information on our website is not part of this report and should not berelied upon in determining whether to make an investment decision.The inclusion of our website address in this report does not include or incorporate byreference into this report any information on our website.Our annual rep
138、orts on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K and amendments to those reports filed or furnished pursuant toSection 13(a)or 15(d)of the Exchange Act,as amended,are available free of charge through our website as soon as reasonably practicable after they areelectronical
139、ly filed with or furnished to the United States Securities and Exchange Commission(the“SEC”).Additionally,the SEC maintains an internet sitethat contains reports,proxy,information statements,and other information.The address of the SECs website is www.sec.gov.10Item 1A.Risk FactorsRisk Factor Summar
140、yOur business is subject to numerous risks.You should carefully consider the following risks,as well as general economic and business risks,and all of the otherinformation contained in this Annual Report,together with any other documents we file with the SEC.Any of the following risks could have a m
141、aterial adverseeffect on our business,operating results and financial condition and cause the trading price of our common stock to decline.Among these important risks arethe following:We have made,and expect to continue to make,acquisitions as a primary component of our growth strategy.We may not be
142、 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.We face various risks associated with operating as a mu
143、ltinational corporation and our growth depends on our ability to retain existing customers andsecure additional subscriptions and cross-sell opportunities from existing customers.Failure to maintain and expand our sales organization may negatively impact our revenue growth.We depend on our senior ma
144、nagement 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 business.Because we generally recognize revenue from our customers over the terms of their agreements,downturns or upturns in our business may not
145、beimmediately reflected in our operating results.We face various risks associated with operating as a multinational corporation and our growth and long-term success depends,in part,on our ability toexpand our international sales and operations.Our sales cycles can be lengthy and variable,which may c
146、ause changes in our operating results.Perpetual license 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.We may be forced to change the pri
147、ces we charge for our applications or the pricing models upon which they are based.Any disruption of service at the data centers that house our equipment and deliver our applications or with our hosting service provider could harm ourbusiness.Actual or perceived security vulnerabilities in our solut
148、ions and services or cyberattacks on our networks could have a material adverse impact on ourbusiness,results of operations and financial condition.Our success depends on our ability to adapt to technological change and continue to innovate.If our applications contain serious errors or defects,we ma
149、y lose revenue and market acceptance,and we may incur costs to defend or settle product-related claims.If we fail to integrate our applications with other software applications and competitive or adjacent offerings that are developed by others,or fail to makeour applications available on mobile and
150、other handheld devices,our applications may become less marketable,less competitive or obsolete,and ouroperating results could be harmed.Our use of open source software could negatively affect our ability to sell our applications and subject us to possible litigation.Certain of our operating results
151、 and financial metrics are difficult to predict as a result of seasonality.We could incur substantial costs as a result of any claim of infringement of another partys intellectual property rights.We could incur substantial costs in protecting our intellectual property from infringement,and any failu
152、re to protect our intellectual property couldimpair our business.We rely on third-party software that is required for the development and deployment of our applications,which may be difficult to obtain or which couldcause errors or failures of our applications.The markets in which we participate are
153、 intensely competitive,and if we do not compete effectively,our operating results could be adversely affected.Mergers of,or other strategic transactions by,our competitors could weaken our competitive position or reduce our revenue.11Our quarterly operating results may fluctuate in the future.As a r
154、esult,we may fail 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.We may need financing in the future,and any additional financing may result in restrictions on our operations or substan
155、tial dilution to our stockholders.We may seek to renegotiate or refinance our loan facility,and we may be unable to do so on acceptable terms or at all.Our loan facility contains operating and financial covenants that may restrict our business and financing activities.Fluctuations in the exchange ra
156、te of foreign currencies could result in losses on currency transactions.If we are unable to implement and maintain effective internal controls over financial reporting in the future,investors may lose confidence in theaccuracy and completeness of our financial reports,and the market price of our co
157、mmon stock may be negatively affected.Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.We may be required to record charges to future earnings if our Goodwill or Intangible Assets become impaired.We may be adversely affected by the effects of in
158、flation.Unanticipated challenges by tax authorities could harm our future results.Taxing authorities may successfully assert that we should have collected or,in the future,should collect additional sales and use taxes,and we could besubject to liability with respect to past or future sales,which cou
159、ld adversely affect our results of operations.Our operating results could be adversely affected by an increase in our effective tax rate as a result of U.S.and foreign tax law changes,outcomes ofcurrent or future tax examinations,or by material differences between our forecasted and actual effective
160、 tax rates.Tax laws,regulations,and compliance practices are evolving and may have a material adverse effect on our results of operations,cash flows andfinancial position.Taxing authorities could reallocate our taxable income among our subsidiaries,which could increase our consolidated tax liability
161、.New laws and increasing levels of regulation in the areas of privacy and protection of user data could harm our business.Any failure to comply with governmental export and import control laws and regulations could adversely affect our business.If securities or industry analysts do not publish,or ce
162、ase publishing,research or reports about us,our business or our market,if they publish negativeevaluations of our stock,or if we fail to meet the expectations of analysts,the price of our stock and trading volume could decline.Because we do not expect to pay any dividends on our common stock for the
163、 foreseeable future,our investors may never receive a return on theirinvestment.Anti-takeover provisions in our amended and restated certificate of incorporation and our amended and restated bylaws,as well as provisions ofDelaware law,might discourage,delay or prevent a change in control of our comp
164、any or changes in our board of directors or management and,therefore,depress the trading price of our common stock.Pursuant to the terms of the Purchase Agreement(as defined herein),we have issued shares of our Series A Preferred Stock that ranks senior to ourcommon stock in priority of distribution
165、 rights and rights upon our liquidation,dissolution or winding up and has additional corporate governance rights.The fundamental change redemption feature of our Series A Preferred Stock may make it more difficult for a party to take over our company ordiscourage a party from taking over our company
166、.An epidemic,pandemic or contagious diseases,including the ongoing COVID-19 pandemic,and measures intended to prevent the spread of such anevent could adversely affect our business,results of operations and financial condition.Adverse economic conditions may reduce our customers ability to spend mon
167、ey on information technology or software,or our customers mayotherwise choose to reduce their spending on information technology or software,which may adversely impact our business.The market price of our common stock may be volatile,which could result in substantial losses for investors.12Risks Rel
168、ated to Our BusinessWe have made,and expect to continue to make,acquisitions as a primary component of our growth 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 cou
169、ld disruptour operations and adversely impact our business and operating results.A primary component of our growth strategy has been to acquire complementary businesses to grow our company.We have completed 31 acquisitions in the 11years ending December 31,2022.We intend to continue to pursue acquis
170、itions of complementary technologies,products,and businesses as a primarycomponent of our growth strategy to enhance the features and functionality of our applications,expand our customer base,provide access to new markets,andincrease benefits of scale.Acquisitions involve certain known and unknown
171、risks that could cause our actual growth or operating results to differ from ourexpectations.Generally,our acquisition activity presents three areas of risk to our business,risks related to:identifying the correct candidates for acquisition,completing the acquisition of identified targets,and integr
172、ating acquired companies following closing of the acquisition.Acquisition Candidate IdentificationAs we seek to find the best candidates for acquisition:we may not be able to identify suitable acquisition candidates or to consummate acquisitions on acceptable terms;we may pursue international acquis
173、itions,which inherently pose more risks than domestic acquisitions;we compete with others to 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 finan
174、cing,on favorable terms,including as a result of rising interest rates,or at all,to finance any orall of our potential acquisitions;we may ultimately fail to consummate an acquisition even if we announce that we plan to acquire a technology,product,or business;andacquired technologies,products,or bu
175、sinesses may not perform as we expect,and we may fail to realize anticipated revenue and profits.In addition,our acquisition strategy may divert managements attention away from our existing business,resulting in the loss of key customers or employees,and expose us to unanticipated problems or legal
176、liabilities,including responsibility as a successor for undisclosed or contingent liabilities of acquiredbusinesses or assets.Consummation of Targeted AcquisitionsIf we fail to adequately conduct due diligence on our potential targets effectively,we may not identify problems at target companies or f
177、ail to recognizeincompatibilities or other obstacles to successful integration.Additionally,the consummation of acquisition transactions involves the coordination of multiplepersonnel within Upland and at the third party partners that assist our acquisition strategy.If we are unable to properly coor
178、dinate amongst these groups andindividuals,our ability to effectively manage our acquisition activity may be compromised.Further,in the course of acquiring companies,we may:issue common stock that would dilute our current stockholders ownership percentage;use a substantial portion of our cash resour
179、ces;increase our interest 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 cre
180、ditworthiness of the former owners;record goodwill and non-amortizable intangible assets that are subject to impairment testing and potential impairment charges;experience volatility in earnings due to changes in contingent consideration related to acquisition earnout liability estimates;incur amort
181、ization expenses related to certain intangible assets;lose existing or potential contracts as a result of conflict of interest issues;become subject to adverse tax consequences or deferred compensation charges;13incur large and immediate write-offs;orbecome subject to litigation.Integration of Acqui
182、red CompaniesOur inability to successfully integrate future acquisitions could impede us from realizing all of the benefits of those acquisitions and could severely weaken ourbusiness operations.The integration process may disrupt our business and,if new technologies,products,or businesses are not i
183、mplemented effectively,maypreclude the realization of the full benefits expected by us and could harm our results or operations.In addition,the overall integration of new technologies,products,or businesses may result in unanticipated problems,expenses,liabilities,and competitive responses.The diffi
184、culties of integrating an acquisitioninclude,among other things:issues in integrating the target companys technologies,products,or businesses with ours;incompatibility of marketing and administration methods;maintaining employee morale and retaining key employees;integrating the cultures of both com
185、panies;preserving important strategic customer relationships;consolidating corporate and administrative infrastructures and eliminating duplicative operations;andcoordinating and integrating geographically separate organizations.In addition,even if the operations of an acquisition are integrated suc
186、cessfully,we may not realize the full benefits of the acquisition,including the synergies,cost savings,or growth opportunities that we expect.These benefits may not be achieved within the anticipated time frame,or at all.We face various risks associated with operating as a multinational corporation
187、and our growth depends on our ability to retain existing customers andsecure additional subscriptions and cross-sell opportunities from existing customers.In order to improve our operating results,it is important that our customers renew or upgrade their agreements with us when the applicable contra
188、ct termexpires,and also purchase additional applications from us.Typically contract terms are one to three years for subscription agreements.Upon expiration,customers can renew their existing subscriptions,upgrade their subscriptions to add more seats or additional minimum contracted volume,downgrad
189、e theirsubscriptions to fewer seats or lower minimum contracted volume,or not renew.A renewal constitutes renewing an existing contract for an application underthe same terms,and an upgrade includes purchasing additional seats or volume under an existing contract.We may also cross-sell additional ap
190、plications toexisting customers.Our ability to grow revenue and achieve profitability depends,in part,on customer renewals,customer upgrades,and cross-sales to existingcustomers exceeding downgrades and non-renewals.However,we may not be able to increase our penetration within our existing customer
191、base as anticipated,and we may not otherwise retain subscriptions from existing customers.Failure to maintain and expand our sales organization may negatively impact our revenue growth.We sell our applications primarily through a direct sales organization comprised of inside sales and field sales pe
192、rsonnel.In addition,we have an indirect salesorganization,which sells to distributors and value-added resellers.Growing sales to both new and existing customers is,in part,dependent on our ability tomaintain and expand our sales force.Identifying,recruiting and training additional sales personnel re
193、quires significant time,expense,and attention.It can takeseveral quarters or longer before our sales representatives are fully-trained and productive.Our business may be adversely affected if our efforts to expand andtrain our sales organization do not generate a corresponding increase in revenue.In
194、 particular,if we are unable to hire,develop,and retain sales personnel,or ifour new sales personnel are unable to achieve expected sales productivity levels in a reasonable period of time or at all,our revenue may grow more slowlythan expected or decline and our business may be harmed.We depend on
195、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 business.Our success depends,in part,upon the continued service of our key executive officers,as well as other key personnel.The emplo
196、yment agreements with ourexecutive officers and other key personnel do not require them to continue to work for us for any specified period;therefore,they may terminate employmentwith us at any time with no advance notice.The replacement of our senior management team or other key personnel likely wo
197、uld involve significant time andcosts,and the loss of these employees may significantly delay or 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 suitably qualifie
198、dindividuals,including software engineers and sales personnel,our ability to implement our14business plan and develop and maintain our applications could be adversely affected.As a result,our ability to compete would decrease,our operating resultswould suffer,and our revenue would decrease.Because w
199、e generally recognize revenue from our customers over the terms of their agreements,downturns or upturns in our business may not beimmediately reflected in our operating results.We recognize revenue from customer agreements over the terms of these agreements.As a result,a significant portion of the
200、revenue we report in each quarteris generated from customer agreements entered into during previous periods,which is reflected as deferred revenue on our balance sheet.Consequently,adecline in new or renewed agreements,or a downgrade of renewed agreements to fewer seats or less minimum contracted vo
201、lume,in any one quarter may notbe fully reflected in our revenue in that quarter.Such a decline,however,will negatively affect our revenue in future quarters.Accordingly,the effect ofsignificant downturns in sales and market acceptance of our applications,and potential changes in our pricing policie
202、s or rates of renewals,may not be fullyreflected in our results of operations until future periods.Similarly,it would be difficult for us to rapidly increase our revenue through new sales,renewals,andupgrades of existing customer agreements,or through additional cross-selling opportunities,in a give
203、n period due to the timing of revenue recognition inherentin our subscription model.We face various risks associated with operating as a multinational corporation and our growth and long-term success depends,in part,on our ability toexpand our international sales and operations.As our operations hav
204、e expanded,we have established and currently maintain offices in the United States,Australia,Canada,France,Germany,India,Ireland,Israel,Malaysia,Netherlands,Romania and the United Kingdom.For the year ended December 31,2022,we generated approximately 30%of our totalrevenue from customers outside of
205、the U.S.As a result,we are subject to a number of risks,including:inflation and actions taken by central banks to counter inflation;foreign currency fluctuations and controls;international and regional economic,political and labor conditions,including any instability or security concerns abroad,such
206、 as uncertainty causedby economic sanctions,trade disputes,armed conflicts and wars,including the Russia-Ukraine war;tax laws(including U.S.taxes on foreign subsidiaries);increased financial accounting and reporting burdens and complexities;changes in,or impositions of,legislative or regulatory requ
207、irements;changes in laws governing the free flow of data across international borders;failure of laws to protect our intellectual property rights adequately;inadequate local infrastructure and difficulties in managing and staffing international operations;delays resulting from difficulty in obtainin
208、g export licenses for certain technology,tariffs,quotas and other trade barriers;the imposition of governmental economic sanctions on countries in which we do business or where we plan to expand our business;costs and delays associated with developing products in multiple languages;operating in loca
209、tions with a higher incidence of corruption and fraudulent business practices;andother factors beyond our control,such as terrorism,war,natural disasters,climate change and pandemics,including the COVID-19 pandemic andresulting restrictions on business activity,which may vary significantly by region
210、.Some of our third-party business partners have international operations and are also subject to these risks,and our business may be harmed if such partners areunable to appropriately manage these risks.If sales to any of our customers outside of the Americas are reduced,delayed or canceled because
211、of any of theabove factors,our revenue may decline.We have limited experience in operating in certain foreign jurisdictions and expect to continue to expand our relationship with international customers.Managing a global organization is difficult,time-consuming and expensive.Because of our limited e
212、xperiences with international operations,any internationalefforts that we may undertake may not be successful in creating demand for our applications outside of the U.S.or in effectively selling subscriptions to ourcloud offerings in all of the international markets that we enter.15Our sales cycles
213、can be lengthy and variable,which may cause changes in our operating results.Our sales cycle can vary substantially from customer to customer.A number of factors influence the length and variability of our sales cycles,including,forexample:the need to educate potential customers about the uses and b
214、enefits of our applications;the duration of the commitment customers make in their agreements with us,which are typically one to three years;the discretionary nature of potential customers purchasing and budget cycles and decisions;the competitive nature of potential customers evaluation and purchas
215、ing processes;the functionality demands of potential customers;fluctuations in the software needs of potential customers;the announcement or planned introduction of new products by us or our competitors;andthe purchasing approval processes of potential customers.Our sales cycles can make it difficul
216、t to predict the quarter in which revenue from a new customer may first be recognized.We may incur significant sales andmarketing expenses and invest significant time and effort in anticipation of a sale that may never occur or only occur in a smaller amount or at a later date thananticipated.Delays
217、 inherent to our sales cycles could cause significant variability in our revenue and operating results for any particular period.Perpetual license revenue is unpredictable,and a material increase or decrease in perpetual license revenue from period to period can produce substantialvariation in the t
218、otal revenue and earnings we recognize in a given period.Perpetual license revenue reflects the revenue recognized from sales of perpetual licenses relating to our workflow automation and enterprise contentmanagement applications to new customers and additional licenses for such applications to exis
219、ting customers.We generally recognize the license fee portionof the arrangement at the time of delivery.Perpetual licenses of our workflow automation and enterprise content management applications are sold throughthird-party resellers,and as such,the timing of sales of perpetual licenses is difficul
220、t to predict with the timing of recognition of associated revenueunpredictable.A material increase or decrease in the sale of perpetual licenses from period to period could produce substantial variation in the revenue werecognize.Accordingly,comparing our perpetual license revenue on a period to per
221、iod basis may not be a meaningful indicator of a trend or future results.We may be forced to change the prices we charge for our applications or the pricing models upon which they are based.As the markets for our applications mature,or as competitors introduce products or services that compete with
222、ours,including bundling competing offeringswith additional products or services,we may be unable to attract new customers at the same price or based on the same pricing models as we have usedhistorically.As a result,in the future we may be required to reduce our prices,which could adversely affect o
223、ur financial performance.In addition,we mayoffer volume price discounts based on the number of seats purchased by a customer or the number of our applications purchased by a customer,which wouldeffectively reduce the prices we charge for our applications.Also,we may be unable to renew existing custo
224、mer agreements or enter into new customeragreements at the same prices or upon the same terms that we have historically,which could have a material adverse effect on our financial position.Any disruption of service at the data centers that house our equipment and deliver our applications or with our
225、 hosting service provider could harm ourbusiness.Our reputation and ability to attract,retain,and serve our customer is dependent upon the reliable performance of our computer systems and those of thirdparties that we utilize in our operations.These systems may be subject to damage or interruption f
226、rom earthquakes,adverse weather conditions,other naturaldisasters,terrorist attacks,power loss,telecommunications failures,vendor limitations,computer viruses,computer denial of service attacks,or other attemptsto harm these systems.The COVID-19 pandemic has disrupted and may continue to disrupt the
227、 supply chain of hardware needed to maintain these third-partysystems and services or to run our business.In addition,supply chain disruptions stemming from the Russia-Ukraine war may harm our customers andsuppliers and further complicate existing supply chain constraints.Interruptions in these syst
228、ems,or with the Internet in general,could make our serviceunavailable or degraded or otherwise hinder our ability to deliver application data to our customers.Service interruptions,errors in our software,or theunavailability of computer systems used in our operations could diminish the overall attra
229、ctiveness of our applications to existing and potential customers.Our servers and those of third parties we use in our operations are vulnerable to computer viruses,physical or electronic break-ins,and similar disruptions.Wehave implemented security protocols within our applications;however,we have
230、no assurance that our systems are completely secure.Our insurance does notcover expenses related to disruptions to our service or unauthorized access to our applications.Any significant disruption to our service or access to oursystems could result in a16loss of customers and adversely affect our bu
231、siness and results of operation.We primarily utilize communications and computer hardware systems operated by third-party Web hosting providers.In addition,we utilize third-party hostingservices in connection with our business operations and have migrated most of our applications to third-party host
232、ing platforms.Problems faced by us or ourthird-party hosting providers,including technological or business-related disruptions,could adversely impact the experience of our customers.Actual or perceived security vulnerabilities in our solutions and services or cyberattacks on our networks could have
233、a material adverse impact on ourbusiness,results of operations and financial condition.Our applications involve the storage and transmission of our customers proprietary and confidential information,including personal or identifying informationregarding their employees and customers.Any security bre
234、aches,unauthorized access,unauthorized usage,virus,or similar breach or disruption could result inloss of confidential information,damage to our reputation,early termination of our contracts,litigation,regulatory investigations,indemnity obligations,orother liabilities.If our security measures or th
235、ose of our third-party software providers and data centers are breached as a result of third-party action,employeeerror,malfeasance or otherwise,resulting in unauthorized access to customer data,our reputation will be damaged,our business may suffer,and we could incursignificant liability.Unauthoriz
236、ed parties may attempt to misappropriate or compromise our confidential information or that of third parties,create systemdisruptions,product or service vulnerabilities or cause shutdowns.These perpetrators of cyberattacks also may be able to develop and deploy viruses,worms,malware and other malici
237、ous software programs that directly or indirectly attack our products,services or infrastructure(including our third party cloud serviceproviders).Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they arelaunched a
238、gainst a target,we may be unable to anticipate these techniques or to implement adequate preventative measures.Any or all of these issues couldnegatively affect our ability to attract new customers,cause existing customers to elect not to renew or upgrade their subscriptions,result in reputationalda
239、mage,or subject us to third-party lawsuits,regulatory fines,or other action or liability,which could adversely affect our operating results.In addition,to theextent we are diverting our resources to address and mitigate these vulnerabilities,it may hinder our ability to deliver and support our solut
240、ions and customersin a timely manner.Despite our efforts to build secure services,we can make no assurance that we will be able to detect,prevent,timely and adequatelyaddress,or mitigate the negative effects of cyberattacks or other security breaches.Our success depends on our ability to adapt to te
241、chnological change and continue to innovate.The overall market for software is rapidly evolving and subject to changing technology,shifting customer needs,and frequent introductions of newapplications.Our ability to attract new customers and increase revenue from existing customers will depend,in la
242、rge part,on our ability to develop or acquirenew applications and enhance and improve existing applications.To achieve market acceptance for our applications,we must effectively anticipate and offerapplications that meet changing customer demands in a timely manner.Customers may require features and
243、 capabilities not offered by our current applications.We may experience difficulties that could delay or prevent our development,acquisition,or implementation of new applications and enhancements.If we are unable to successfully develop or acquire new software capabilities and functionality,enhance
244、our existing applications to anticipate and meetcustomer preferences,sell our applications into new markets,or adapt to changing industry standards in software,our revenue and results of operations wouldbe adversely affected.If our applications contain serious errors or defects,we may lose revenue a
245、nd market acceptance,and we may incur costs to defend or settle product-related claims.Complex software applications such as ours often contain errors or defects,particularly when first introduced or when new versions or enhancements arereleased.Our current and future applications may contain seriou
246、s defects.The costs incurred in correcting any material errors or defects might be substantial and could adversely affect our operating results.Although our customeragreements typically contain provisions designed to limit our exposure to certain of the claims above,existing or future laws or unfavo
247、rable judicial decisionscould negate these limitations.Even if not successful,a breach of warranty or other claim brought against us would likely be a distraction to management,time-consuming and costly to resolve,and could seriously damage our reputation in the marketplace,making it harder for us t
248、o sell our applications.Additionally,our errors and omissions insurance may be inadequate or may not be available in the future on acceptable terms,or at all,and our policy may notcover all claims made against us.Further,defending a suit,regardless of its merit,could be costly and divert managements
249、 attention.If we fail to integrate our applications with other software applications and competitive or adjacent offerings that are developed by others,or fail to makeour applications available on mobile and other handheld devices,our applications may become less marketable,less competitive or obsol
250、ete,and ouroperating results could be harmed.17Our applications integrate with a variety of other software applications,and also with competing and adjacent third-party offerings.We need to continuouslymodify and enhance our platform to adapt to changes in cloud-enabled hardware,software,networking,
251、browser and database technologies.Any failure of ourapplications to integrate effectively with other software applications and product offerings could reduce the demand for our applications or result in customerdissatisfaction and harm to our business.If we are unable to respond to changes in the ap
252、plications and tools with which our applications integrate in a cost-effective manner,our applications may become less marketable,less competitive,or obsolete.Competitors may also impede our attempts to create integrationbetween our applications and competitive offerings,which may decrease demand fo
253、r our applications.In addition,an increasing number of individuals withinorganizations are utilizing devices other than personal computers,such as mobile phones,tablets and other handheld devices,to access the Internet andcorporate resources and to conduct business.If we cannot effectively make our
254、applications available on these devices,we may experience difficulty attractingand retaining customers.Our use of open source software could negatively affect our ability to sell our applications and subject us to possible litigation.A portion of our applications incorporate open source software,and
255、 we expect to continue to incorporate open source software in the future.Few of the licensesapplicable to open source software have been interpreted by courts,and their application to the open source software integrated into our proprietary softwaremay be uncertain.Moreover,we cannot provide any ass
256、urance that we have not incorporated additional open source software in our applications in a mannerthat is inconsistent with the terms of the license or our current policies and procedures.If we fail to comply with these licenses,we may be subject to certainrequirements,including requirements that
257、we offer our applications that incorporate the open source software for no cost,that we make available source codefor modifications or derivative works we create based upon,incorporating or using the open source software,and that we license such modifications orderivative works under the terms of ap
258、plicable open source licenses.If an author or other third party that distributes such open source software were to allegethat we had not complied with the conditions of one or more of these licenses,we could be required to incur significant legal expenses defending against suchallegations and could
259、be subject to significant damages,enjoined from the sale of our applications that contained the open source software,and required tocomply with the foregoing conditions,which could disrupt the distribution and sale of some of our applications.In addition,there have been claims challengingthe ownersh
260、ip of open source software against companies that incorporate open source software into their products.As a result,we could be subject to suits byparties claiming infringement due to the reliance by our applications on certain open source software.Litigation could be costly for us to defend,have ane
261、gative effect on our operating results and financial condition,or require us to devote additional research and development resources to change ourapplications.Certain of our operating results and financial metrics are difficult to predict as a result of seasonality.We have historically experienced s
262、easonality in terms of when we enter into customer agreements.We sign a significantly higher percentage of agreementswith new customers,and renew agreements with existing customers,in the fourth quarter of each calendar year as our customers tend to follow budgetingcycles at the end of the calendar
263、year.Our cash flow from operations has historically been higher in the first quarter of each calendar year than in otherquarters.This seasonality is reflected to a much lesser extent,and sometimes is not immediately apparent,in our revenue,due to the fact that we defer revenuerecognition.In addition
264、,seasonality may be difficult to observe in our financial results during periods in which we acquire businesses,as such results typicallyare most significantly impacted by such acquisitions.We expect this seasonality to continue,or possibly increase in the future,which may cause fluctuations inour o
265、perating results and financial metrics.If our quarterly operating results or outlook fall below the expectations of research analysts or investors,the price ofour common stock could decline substantially.We could incur substantial costs as a result of any claim of infringement of another partys inte
266、llectual property rights.In recent years,there has been significant litigation involving patents and other intellectual property rights in our industry.Companies providing software areincreasingly bringing and becoming subject to suits alleging infringement of proprietary rights,particularly patent
267、rights,and to the extent we gain greatermarket visibility,we face a higher risk of being the subject of intellectual property infringement claims.We do not have a significant patent portfolio,whichcould prevent us from deterring patent infringement claims through our own patent portfolio,and our com
268、petitors and others may now and in the future havesignificantly larger and more mature patent portfolios than we have.The risk of patent litigation has been amplified by the increase in the number of a type ofpatent holder,which we refer to as a non-practicing entity,whose sole business is to assert
269、 such claims and against whom our own intellectual propertyportfolio may provide little deterrent value.We could incur substantial costs in prosecuting or defending any intellectual property litigation.If we sue toenforce our rights or are sued by a third-party that claims that our applications infr
270、inge its rights,the litigation could be expensive and could divert ourmanagement resources.Moreover,our acquisition strategy could expose us to additional risk of intellectual property litigation as we acquire new businesseswith diverse software offerings and intellectual property assets.18In additi
271、on,in most instances,we have agreed to indemnify our customers against claims that our applications infringe the intellectual property rights of thirdparties.Our business could be adversely affected by any significant disputes between us and our customers as to the applicability or scope of ourindem
272、nification obligations to them.Any intellectual property litigation to which we might become a party,or for which we are required to provideindemnification,may require us to do one or more of the following:cease selling or using applications that incorporate the intellectual property that we alleged
273、ly infringe;make substantial payments for legal fees,settlement payments or other costs or damages;obtain a license,which may not be available on reasonable terms or at all,to sell or use the relevant technology;orredesign the allegedly infringing applications to avoid infringement,which could be co
274、stly,time-consuming or impossible.If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claimsagainst us or any obligation to indemnify our customers for such claims,such payments or actions could harm
275、our business.We could incur substantial costs in protecting our intellectual property from infringement,and any failure to protect our intellectual property could impairour business.Our success and ability to compete depend,in part,upon our intellectual property.We seek to protect the source code fo
276、r our proprietary software and otherproprietary technology and information under a combination of copyright,trade secrets,and patent law,and we seek to protect our brands through trademarklaw.Our policy is to enter into confidentiality agreements,or agreements with confidentiality provisions,with ou
277、r employees,consultants,vendors,andcustomers,and to control access to our software,documentation,and other proprietary information.Despite these precautions,it may be possible forunauthorized parties to copy our software or other proprietary technology or information,or to develop similar software i
278、ndependently.Despite our efforts to protect our proprietary rights,unauthorized parties may attempt to copy aspects of our applications or to obtain and use information thatwe regard as proprietary.Policing unauthorized use of our applications is difficult,and we are unable to determine the extent t
279、o which piracy of our softwareexists or will occur in the future.Litigation may be necessary in the future to enforce our intellectual property rights,protect our trade secrets,determine thevalidity and scope of the proprietary rights of others,or defend against claims of infringement or invalidity.
280、Such litigation could be costly,time-consuming,and distracting to management,result in a diversion of resources or the narrowing or invalidation of portions of our intellectual property,and have a materialadverse effect on our business,operating results,and financial condition.Furthermore,our effort
281、s to enforce our intellectual property rights may be met withdefenses,counterclaims,and countersuits attacking the validity and enforceability of our intellectual property rights or alleging that we infringe thecounterclaimants own intellectual property.These steps may be inadequate to protect our i
282、ntellectual property.Third parties may challenge the validity orownership of our intellectual property,and these challenges could cause us to lose our rights,in whole or in part,to such intellectual property or narrow itsscope such that it no longer provides meaningful protection.We will not be able
283、 to protect our intellectual property if we are unable to enforce our rights or ifwe do not detect unauthorized use of our intellectual property.Despite our precautions,it may be possible for unauthorized third parties to copy our productsand use information that we regard as proprietary to create p
284、roducts and services that compete with ours.Some license provisions protecting againstunauthorized use,copying,transfer,and disclosure of our applications may be unenforceable under the laws of certain jurisdictions and foreign countries.Further,the laws of some countries do not protect proprietary
285、rights to the same extent as the laws of the United States.To the extent we expand ourinternational activities,our exposure to unauthorized copying,transfer,and use of our applications and proprietary technology or information may increase.There can be no assurance that our means of protecting our p
286、roprietary rights will be adequate or that our competitors will not independently develop similartechnology.If we fail to meaningfully protect our intellectual property,our business,brands,operating results and financial condition could be materiallyharmed.We rely on third-party software that is req
287、uired for the development and deployment of our applications,which may be difficult to obtain or which couldcause errors or failures of our applications.We rely on software licensed from or hosted by third parties to offer our applications.In addition,we may need to obtain licenses from third partie
288、s to useintellectual property associated with the development of our applications,which might not be available to us on acceptable terms,or at all.Any loss of the rightto use any software required for the development,maintenance,and delivery of our applications could result in delays in the provisio
289、n of our applications untilequivalent technology is either developed by us or,if available,is identified,obtained and integrated,which could harm our business.Any errors or defects inthird-party software could result in errors or a failure of our applications,which could harm our19business.Market Ri
290、sksThe markets in which we participate are intensely competitive,and if we do not compete effectively,our operating results could be adversely affected.The overall market for software is rapidly evolving and subject to changing technology,shifting customer needs and frequent introductions of new app
291、lications.The intensity and nature of our competition varies significantly across our family of software applications.Many of our competitors and potential competitorsare larger and have greater brand name recognition,longer operating histories,larger marketing budgets,and significantly greater reso
292、urces than we do.Someof our smaller competitors may offer applications on a stand-alone basis at a lower price than our price due to lower overhead or other factors,while some ofour larger competitors may offer applications at a lower price in an attempt to cross-sell additional products in the futu
293、re or retain a customer using a differentapplication.We believe there are a limited number of direct competitors that provide a comprehensive software offering.However,we face competition both from pointsolution providers,including legacy on-premise enterprise systems,and other cloud-based work mana
294、gement software vendors that may address one or more ofthe functional elements of our applications,but are not designed to address a broad range of software needs.In addition,we face competition from manualprocesses and traditional tools,such as paper-based techniques,spreadsheets,and email.If our c
295、ompetitors products,service,or technologies become more accepted than our software applications,if they are successful in bringing their products orservices to market earlier than ours,or if their products or services are more technologically capable than ours,our revenues could be adversely affecte
296、d.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 partner with another of our competitors,the change in the competitive landscape could adversely affect ourability to compete
297、effectively.In order to take advantage of customer demand for cloud-based software applications,vendors of legacy systems are expandingtheir cloud-based software applications through acquisitions and internal development.A potential result of such expansion is that certain of our current orpotential
298、 competitors may be acquired by third parties with greater available resources and the ability to further invest in product improvements and initiate orwithstand substantial price competition.Our competitors also may establish or strengthen cooperative relationships with our current or future value-
299、addedresellers,third-party consulting firms or other parties with whom we have relationships,thereby limiting our ability to promote our applications.Disruptions inour business caused by these events could reduce our revenue.Our quarterly operating results may fluctuate in the future.As a result,we
300、may fail 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.Accord
301、ingly,the results of any onequarter may not fully reflect the underlying performance of our business and should not be relied upon as an indication of future performance.If our quarterlyoperating results or outlook fall below the expectations of research analysts or investors,the price of our common
302、 stock could decline substantially.Financial RisksWe 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 refinance our loan facility,and we may be unable to do so on accep
303、table 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 mayneed to raise funds in the future,for example,to expand our business,acquire complementary businesses,develop new technologies
304、,respond to competitivepressures,or react to unanticipated situations.We may try to raise additional funds through public or private financings,strategic relationships,or otherarrangements.Our ability to obtain debt or equity funding will depend on a number of factors,including market conditions,our
305、 operating performance,andinvestor interest.In addition,under the terms of our Series A Preferred Stock,holders of our Series A Preferred Stock have certain approval rights overadditional financings.Additional funding may not be available to us on acceptable terms or at all.If adequate funds are not
306、 available,we may be required toreduce expenditures,including curtailing our growth strategies,reducing our product-development efforts,or foregoing acquisitions.If we succeed in raisingadditional20funds through the issuance of equity or convertible securities,it could result in substantial dilution
307、 to existing stockholders.If we raise additional funds throughthe issuance of debt securities or preferred stock,these new securities would have rights,preferences,and privileges senior to those of the holders of ourcommon stock.In addition,any debt financing obtained by us in the future or issuance
308、 of preferred stock could involve restrictive covenants relating to ourcapital raising activities and other financial and operational matters,which may make it more difficult for us to obtain additional capital and to pursue businessopportunities,including potential acquisitions.For example,our Seri
309、es A Preferred Stock contains a number of restrictive covenants.See Risks Related toOur Common Stock.”Additionally,we may need to renegotiate the terms of our loan facility,and our lender may be unwilling to do so,or may agree to suchchanges subject to additional restrictive covenants on our operati
310、ons and ability to raise capital.Our variable rate indebtedness subjects us to interest rate risk,which could cause our debt service obligations to increase significantly.During the course of 2022,central banks across the globe raised benchmark interest rates to combat inflation and interest rate in
311、creases are expected tocontinue during the course of 2023.As rates increase,our debt service obligations on the variable rate indebtedness will increase even though the amountborrowed remains the same,and our net income and cash flows,including cash available for servicing our indebtedness,could cor
312、respondingly decrease.As of December 31,2022,all of our outstanding debt under our Credit Facility(as defined herein)was variable rate debt.We have entered into floating-to-fixed interest rate swap agreements in order to eliminate interest rate volatility in connection with the outstanding term debt
313、 portion of our Credit Facility,butour$60.0 million Revolver(as defined herein),which remains undrawn,is not currently subject to any interest rate instruments.As of December 31,2022,wehave executed interest rate swaps to effectively convert the entire balance of the Companys$540.0 million original
314、principal term loans from variable interestpayments to fixed interest rate payments,based on an annualized fixed rate of 5.4%,for the 7 year term of the term loans maturing in August 2026.Our loan facility contains operating and financial covenants that may restrict our business and financing activi
315、ties.Our Credit Facility is comprised of$540.0 million in original principal term loans and a$60.0 million revolving credit facility.Our obligations under the loan facility are secured by a security interest in substantially all of our assets and assets of the co-borrowers and of any guarantors,incl
316、uding intellectual property.The terms of the credit facility limit,among other things,our ability toIncur additional indebtedness or guarantee indebtedness of others;Create liens on their assets;Make investments,including certain acquisitions;Enter into mergers or consolidations;Dispose of assets;Pa
317、y dividends and make other distributions on the Companys capital stock,and redeem and repurchase the Companys capital stock;Enter into transactions with affiliates;andPrepay indebtedness or make changes to certain agreements.Furthermore,the loan facility requires us and our subsidiaries to comply wi
318、th certain financial covenants if greater than 35%of revolving credit facility isdrawn.The operating and other restrictions and covenants in the loan facility,and in any future financing arrangements that we may enter into,may restrict ourability to finance our operations,engage in certain business
319、activities,or expand or fully pursue our business strategies,or otherwise limit our discretion tomanage our business.Our ability to comply with these restrictions and covenants may be affected by events beyond our control,and we may not be able tomeet those restrictions and covenants.A breach of any
320、 of the restrictions and covenants could result in a default under the loan facility or any future financingarrangements,which could cause any outstanding indebtedness under the loan facility or under any future financing arrangements to become immediately dueand payable,and result in the terminatio
321、n of commitments to extend further credit.Fluctuations in the exchange rate of foreign currencies could result in losses on currency transactions.Our customers are generally invoiced in the currency of the country in which they are located.In addition,we incur a portion of our operating expenses inf
322、oreign currencies,including Australian dollars,British pounds,Canadian dollars,Indian21Rupees,Euros and Israeli New Shekels,and in the future,as we expand into other foreign countries,we expect to incur operating expenses in other foreigncurrencies.As a result,we are exposed to foreign exchange rate
323、 fluctuations as the financial results of our international operations and our revenue andoperating results could be adversely affected.We have not previously engaged in foreign currency hedging.If we decide to hedge our foreign currencyexchange rate exposure,we may not be able to hedge effectively
324、due to lack of experience,unreasonable costs,or illiquid markets.If we are unable to implement and maintain effective internal controls over financial reporting in the future,investors may lose confidence in the accuracyand completeness of our financial reports,and the market price of our common sto
325、ck may be negatively affected.As a public company,we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls.Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal con
326、trols over financial reporting and that ourindependent registered public accounting firm issue an attestation report annually regarding the effectiveness of our internal control over financial reporting.We have identified material weaknesses in our internal controls over financial reporting in the p
327、ast and if we have a material weakness in our internal controlsover financial reporting,we may not detect errors on a timely basis,and our financial statements may be materially misstated.We may need additional financeand accounting personnel with certain skill sets to assist us with the reporting r
328、equirements we will encounter as a public company and to support ouranticipated growth.In addition,implementing internal controls may distract our officers and employees,entail substantial costs to modify our existingprocesses,and take significant time to complete.If we identify material weaknesses
329、in our internal controls over financial reporting,if we are unable to assert that our internal controls over financial reportingare effective,or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls overfinancial reporti
330、ng,investors may lose confidence in the accuracy and completeness of our financial reports;the market price of our common stock could benegatively affected;and we could become subject to investigations by the stock exchange on which our securities are listed,the SEC,or other regulatoryauthorities,wh
331、ich could require additional financial and management resources.Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.As of December 31,2022,the Company had total net operating loss carryforwards of approximately$357.8 million consisting of$301.6 mil
332、lion and$56.1million related to the U.S.federal and foreign net operating loss carryforwards,respectively.In addition,as of December 31,2022,the Company had researchand development credit carryforwards of approximately$4.1 million.The U.S.federal net operating loss and credit carryforwards will expi
333、re beginning in2023,if not utilized.The annual limitation will result in the expiration of approximately$155.0 million of U.S.federal net operating losses and$4.1 million ofcredit carryforwards before utilization.$50.3 million of foreign net operating loss carryforwards carry forward indefinitely,and the remainder will expirebeginning in 2041.Under Sections 382 and 383 of the Internal Revenue Code
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