1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Pursuant to Rule 13a-15(b) of the Exchange Act, our management, including our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial officer, respectively), has evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of December 31, 2020.
+Added: Pursuant to Rule 13a-15(b) of the Exchange Act, our management, including our Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial officer, respectively), has evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2021.
Our management does not expect that our disclosure controls and procedures will prevent or detect all errors and all fraud.
6 unchanged sentences
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
−Removed: Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013 framework).
+Added: Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021, using the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) .
Based on that assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2021 based on those criteria.
The independent registered public accounting firm of Ernst & Young LLP, as auditors of the Company’s consolidated financial statements, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting, included herein.
−Removed: Remediation Plans and Other Information
−Removed: As discussed in “Part II Item 9A.
−Removed: Controls and Procedures” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, management identified a material weakness related to the operating effectiveness of the Company’s income tax provision review process impacting the income tax accounts and related disclosures.
−Removed: Management implemented a remediation plan to address the operating effectiveness of control deficiencies that led to the material weakness described above.
−Removed: Management’s plan of remediation included adding additional resources to the Company’s tax and accounting teams and modifying certain internal processes and systems, which improved the Company’s income tax review process and accelerate the Company’s accounting close process.
−Removed: We believe we have designed, implemented and evaluated the processes, procedures and controls necessary to conclude that the material weakness identified in our Annual Report on Form 10-K filed for the year ended December 31, 2019 have been remediated.
Changes in Internal Control over Financial Reporting
−Removed: During the year ended December 31, 2020, we implemented a new global enterprise resource planning (“ERP”) system, which is expected to improve our transactional processing and financial reporting by providing more automation and standardization.
−Removed: While we believe that the implementation of the ERP system and related changes to internal controls will strengthen our ability to continue to scale our business and enhance our internal controls over financial reporting, there are inherent risks in implementing a new ERP system.
−Removed: We have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during the system change and will continue to monitor the impact of this implementation on our processes and procedures, as well as the impact on our internal controls over financial reporting.
−Removed: Except for the implementation of our new ERP system and the remediation plan as discussed above, there were no changes to our internal control over financial reporting (as defined in Rules 13a- 15(f) and 15d- 15(f) of the Exchange Act) during the year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes to our internal control over financial reporting (as defined in Rules 13a- 15(f) and 15d- 15(f) of the Exchange Act) during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
43 unchanged sentences
(a) Financial Statements
−Removed: The financial statements filed as part of this Annual Report on Form 10-K are listed on the “Index to Consolidated Financial Statements” included in Item 8 herein.
+Added: The financial statements filed as part of this Annual Report on Form 10-K are listed on the “Index to Consolidated Financial Statements” included in “Item 8.
+Added: Financial Statements and Supplementary Data” herein.
See Exhibit Index at the end of this Annual Report on Form 10-K, which is incorporated by reference.
6 unchanged sentences
Description of Exhibit
−Removed: Agreement and Plan of Merger by and among the Registrant, Steering Wheel Acquisition Corp., PowerSteering Software, Inc.
−Removed: and Michael Pehl, as Stockholder representative, dated February 3, 2012
−Removed: S-1 333-198574 2.1 September 4, 2014
−Removed: Stock Purchase Agreement by and among the Registrant, Tenrox Inc., the stockholders named therein and Novacap II, L.P.
−Removed: and Aramazd Israilian, as representatives, dated February 10, 2012
−Removed: S-1 333-198574 2.2 September 4, 2014
−Removed: Membership Interest Purchase Agreement by and among the Registrant, LMR Solutions, LLC, Joseph Larscheid and Cheryl Larscheid, dated November 13, 2012
−Removed: S-1 333-198574 2.3 September 4, 2014
−Removed: Stock Purchase Agreement by and among the Registrant, Marex Group Inc., FileBound Solutions, Inc., the Selling Stockholders (as defined therein) and Rex Lamb, as representative of the Selling Stockholders, dated May 16, 2013
−Removed: S-1 333-198574 2.4 September 4, 2014
−Removed: Membership Interest Purchase Agreement by and among the Registrant, Upland Software, Inc., ComSci, LLC and Robert Svec, dated November 7, 2013
−Removed: S-1 333-198574 2.5 September 4, 2014
−Removed: Stock Purchase Agreement by and among the Registrant, Clickability, Inc.
−Removed: and Limelight Networks, Inc.
−Removed: dated December 23, 2013
−Removed: S-1 333-198574 2.6 September 4, 2014
−Removed: Agreement and Plan of Merger by and among Upland Software, Inc., Qvidian Corporation, Quest Acquisition Corporation I and Christian Meininger, as Securityholder Representative, dated as of November 16, 2017
−Removed: 8-K 001-36720 10.1 November 16, 2017
−Removed: Share Purchase Agreement by and among Powersteering Software Limited, Upland Software, Inc., Nigel Shanahan, Erica Shanahan and other sellers, dated as of October 3, 2018
−Removed: 8-K 001-36720 10.1 October 3, 2018
Amended and Restated Certificate of Incorporation, as currently in effect
2 unchanged sentences
8-K 001-36720 3.1 February 4, 2020
−Removed: Amended and Restated Investors’ Rights Agreement among the Registrant and certain stockholders, dated December 20, 2013
−Removed: S-1 333-198574 4.1 September 4, 2014
Description of Capital Stock
23 unchanged sentences
S-1 333-198574 10.8 October 27, 2014
−Removed: Incorporated by Reference
Form of Restricted Stock Purchase Agreement under 2014 Equity Incentive Plan (Executive)
7 unchanged sentences
S-1 333-198574 10.12 September 4, 2014
−Removed: Offer of Employment between the Registrant and Timothy Mattox, dated July 7, 2014
−Removed: 10-K 001-36720 10.13 March 31, 2015
Second Amendment to Office Lease between Registrant and CSHV-401 Congress LLC
18 unchanged sentences
8-K 001-36720 10.1 August 7, 2019
+Added: Incorporated by Reference
First Incremental Assumption Agreement by and among, inter alios, Upland Software, Inc.
3 unchanged sentences
Favaron, dated March 1, 2020
+Added: 10-K 001-36720 10.28 February 25, 2021
Amendment #2 to Employment Agreement between the Registrant and Michael D.
Hill, dated March 28, 2017
+Added: 10-K 001-36720 10.29 February 25, 2021
Amendment #2 to Employment Agreement between the Registrant and Timothy Mattox, dated March 28, 2017
+Added: 10-K 001-36720 10.30 February 25, 2021
Amendment #2 to Employment Agreement between the Registrant and John T.
McDonald, dated March 28, 2017
+Added: 10-K 001-36720 10.31 February 25, 2021
Amendment #1 to Employment Agreement between the Registrant and Rodney C.
Favaron, dated March 1, 2020
+Added: 10-K 001-36720 10.32 February 25, 2021
+Added: Employment Agreement between the Registrant and Kin Gill , dated January 12, 2022
List of subsidiaries of Upland Software, Inc.
3 unchanged sentences
Certification of the Principal Financial Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Incorporated by Reference
Certification of Principal Executive Officer Required Under Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C.
2 unchanged sentences
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 101.INS XBRL Instance Document
−Removed: 101.SCH XBRL Taxonomy Extension Schema
−Removed: 101.CAL XBRL Taxonomy Extension Calculation Linkbase
−Removed: 101.LAB XBRL Taxonomy Extension Label Linkbase
−Removed: 101.PRE XBRL Taxonomy Extension Presentation Linkbase
−Removed: 101.DEF XBRL Taxonomy Extension Definition Linkbase
+Added: 101* Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
+Added: 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+ Indicates management contract, compensatory plan or arrangement.
26 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.