Recent Quotes View Full List My Watchlist Create Watchlist Indicators DJI Nasdaq Composite SPX Gold Crude Oil Hydroworld Market Index Markets Stocks ETFs Tools Overview News Currencies International Treasuries Upland Software Reports First Quarter 2024 Financial Results By: Upland Software Inc. via Business Wire May 02, 2024 at 16:01 PM EDT Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based tools for digital transformation, today announced financial and operating results for the first quarter 2024 and issued guidance for its second quarter and full year of 2024. First Quarter 2024 Financial Highlights Total revenue was $70.7 million, a decrease of 8% from $77.1 million in the first quarter of 2023. Subscription and support revenue was $67.1 million, a decrease of 8% from $72.9 million in the first quarter of 2023. GAAP net loss was $96.1 million compared to a GAAP net loss of $140.0 million in the first quarter of 2023. GAAP net loss attributable to common stockholders was $97.5 million compared to GAAP net loss attributable to common stockholders of $141.4 million in the first quarter of 2023. GAAP net loss per share attributable to common stockholders was $3.37 per share, compared to a GAAP net loss per share attributable to common stockholders of $4.38 per share in the first quarter of 2023. This quarter over quarter change in GAAP net loss is primarily attributable to goodwill impairments of $87.2 million in the first quarter of 2024 compared to $128.8 million in the first quarter of 2023. Adjusted EBITDA was $13.1 million, or 19% of total revenue, compared to $17.6 million, or 23% of total revenue, in the first quarter of 2023. GAAP operating cash flow was $5.1 million, compared to GAAP operating cash flow of $15.8 million in the first quarter of 2023. Free cash flow was $4.9 million, compared to free cash flow of $15.6 million in the first quarter of 2023. Cash on hand as of the end of the first quarter of 2024 was $231.6 million, after buying back $7.9 million in outstanding Common Stock in the quarter. "In Q1, we beat our revenue and Adjusted EBITDA guidance midpoints," said Jack McDonald, Upland's chairman and chief executive officer. "We continued to drive innovation with 10 key AI initiatives throughout our product portfolio. We are proud of our products' ongoing industry recognition and excited to welcome 21 new major customers this quarter." First Quarter Business Highlights We expanded relationships with 256 existing customers, 29 of which were major expansions. We also welcomed 134 new customers to Upland in the first quarter, including 21 new major customers. We earned 44 badges in G2’s Spring 2024 market reports across our products. Upland Altify, our sales optimization software, and Upland InterFAX, our cloud-based fax service, are new to receiving badges. The Company’s knowledge management solutions, Upland RightAnswers and Upland Panviva, continue to garner various recognitions, while Upland Qvidian, our proposal management and response software, increased its number of Leader badges earned quarter-over-quarter. Upland Software was included as a Notable Vendor in Forrester's Customer Solutions Landscape Report for our knowledge management solutions, Panviva and RightAnswers. With the continuous advancements of AI technology, Upland remains committed to enhancing its solutions and guiding organizations through the transformative AI revolution, helping them embrace the future of knowledge management. Our product development teams worked diligently to implement 10 AI initiatives across our portfolio. We continue to drive innovation for our customers, including Upland Qvidian's AI-guided proposal automation integrated with IBM watsonx, to Upland Altify's integration with Salesforce for various data extraction, summarization, and auto-generated form response capabilities. Business Outlook For the quarter ending June 30, 2024, Upland expects reported total revenue to be between $64.4 and $70.4 million, including subscription and support revenue between $61.5 and $66.5 million, for a decline in total revenue of 10% at the mid-point from the quarter-ended June 30, 2023. Second quarter 2024 Adjusted EBITDA is expected to be between $11.8 and $14.8 million, for an Adjusted EBITDA margin of 20% at the mid-point. This Adjusted EBITDA guide at the mid-point is a decrease of 20% from the quarter-ended June 30, 2023. For the full year ending December 31, 2024, Upland expects reported total revenue to be between $264.7 and $282.7 million, including subscription and support revenue between $251.6 and $266.6 million, for a decline in total revenue of 8% at the mid-point from the year ended December 31, 2023. Full year 2024 Adjusted EBITDA is expected to be between $50.8 and $59.8 million, for an Adjusted EBITDA margin of 20% at the mid-point. This Adjusted EBITDA guide at the midpoint is a decline of 14% from the year ended December 31, 2023. Conference Call Details Upland's executive team will host a live conference call and webcast at 4:00 p.m. Central Time, 5:00 p.m. Eastern Time today to review Upland’s financial results and outlook for the business. The call can be accessed via a webcast on investor.uplandsoftware.com, or by dialing 1-800-715-9871 in North America or 1-646-307-1963 if outside North America, international rates apply. Attendees will need to use access code 8422976 to join the call. This webcast will contain forward-looking statements and other material information regarding Upland’s financial and operating results. Following the completion of the conference call, a recording of the webcast will be made available at investor.uplandsoftware.com for twelve months. About Upland Software Upland Software, Inc. enables global businesses to work smarter with over 25 proven cloud software products that increase revenue, reduce costs, and deliver immediate value. Our solutions cover digital marketing, knowledge management, contact center service, sales productivity, content lifecycle automation, and more. Upland's powerful cloud products are trusted by more than 10,000 global customers. Learn how Upland helps businesses achieve outcomes that matter at www.uplandsoftware.com. Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP net income (loss), non-GAAP net income (loss) per share and free cash flow. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results, such as our revenues excluding the impact for foreign currency fluctuations or our operating performance excluding not only non-cash charges, but also discrete cash charges that are infrequent in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity as well as comparisons to our competitors' operating results. We believe these non-GAAP financial measures are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and they are used by our institutional investors and the analyst community to help them analyze the health of our business. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the tables provided below in this release. We are unable to reconcile any forward-looking non-GAAP financial measures to their directly comparable GAAP financial measures because the information which is needed to complete a reconciliation is unavailable at this time without unreasonable effort. Additionally, we are unable to quantify the impact of foreign currency exchange fluctuations on components of our income statement beyond revenues because the information which is needed to do so is unavailable at this time without unreasonable effort. Upland defines Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, plus depreciation and amortization expense, interest expense, net, other expense (income), net, provision (benefit) for income taxes, stock-based compensation expense, acquisition-related expenses, non-recurring litigation costs, purchase accounting adjustments for deferred revenue and impairment of goodwill. Upland defines non-GAAP net income (loss) as net income (loss), calculated in accordance with GAAP, plus, amortization of purchased intangible assets, amortization of debt discount, loss on debt extinguishment, stock-based compensation expenses, acquisition-related expenses, non-recurring litigation expenses, purchase accounting adjustments for deferred revenue, non-recurring provision for income tax, impairment of goodwill and the related tax effect of the adjustments above. Upland defines free cash flow as GAAP operating cash flow less purchases of property and equipment. Upland defines major accounts as accounts with greater than or equal to $25,000 in annual recurring revenue. Upland defines major expansions as existing customers who expanded the amount of annual recurring revenue under their contract by at least $25,000. Upland defines cash gross margin as product revenue less subscription and support cost of sales, excluding depreciation & amortization. In connection with periodic reviews of our business, we have decided to discontinue the availability of certain non-strategic product offerings and a limited number of non-strategic customer contracts (collectively referred to as “Sunset Assets”). Overage Charges are subscription and support revenues earned in addition to contractual minimum customer commitments as a result of the usage volume of services including text and e-mail messaging and third-party pass-through costs that exceed the levels stipulated in contracts with the Company. Upland defines Core Organic Growth Rate as the percentage change between two reported periods in subscription and support revenue, excluding subscription and support revenue from Sunset Assets and Overage Charges. We calculate our year-over-year Core Organic Growth Rate as though all acquisitions or dispositions closed as of the end of the latest period were closed as of the first day of the prior year period presented. Core Organic Growth Rate does not represent actual organic revenue generated by our business as it stood at the beginning of the respective period. Forward-looking Statements This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or our future financial or operating performance, including our guidance related to future performance, and are subject to substantial risks, uncertainties and assumptions. We may not actually achieve the plans, intentions, or expectations disclosed in 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 may make. Accordingly, you should not place undue reliance on these forward-looking statements. Forward-looking statements include any statement that does not directly relate to any historical or current fact and often include words such as “anticipate,” “believe,” “may,” “will,” “continue,” “seek,” “estimate,” “intend,” “hope,” “predict,” “could,” “should,” “would,” “project,” “plan,” “expect” or the negative or plural of these words or similar expressions, although not all forward-looking statements contain these words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but are not limited to: our financial performance and our ability to achieve or sustain profitability or predict future results; our plans regarding future acquisitions, acquisition expense timing and our ability to consummate and integrate acquisitions; our ability to expand our go to market operations, including our marketing and sales organization and cross selling opportunities, 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, average annual spend, margin expense and operating expenses in future periods; our expectations with regard to revenue from perpetual licenses and professional services; our ability to adapt to macroeconomic factors impacting the global economy, including foreign currency exchange risk, inflation and supply chain constraints; our ability to attract and retain customers; our ability to successfully enter new markets and manage our international 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, including organic growth; maintaining our senior management team and key personnel; the performance of our resellers; our ability to adapt 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 with 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, such 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; our expectations as to the payment of dividends; our Share Repurchase Plan, including expectations regarding the timing and manner of repurchases made under the Share Repurchase Plan; our current level of indebtedness, including our exposure to variable interest rate risk; the potential elimination or limitation of tax incentives or tax losses and/or reductions of U.S. federal net operating losses; the risk that we did not consider another contingency included in this list; and factors that could affect our business and financial results identified in Upland's filings with the Securities and Exchange Commission (the "SEC"), including Upland's most recent 10-K filed with the SEC. Additional information will also be set forth in Upland's future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that Upland makes with the SEC. The forward-looking statements herein represent Upland's views as of the date of this press release, and these views could change. However, while Upland may elect to update these forward-looking statements at some point in the future, Upland specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the views of Upland as of any date subsequent to the date of this press release. Upland Software, Inc. Condensed Consolidated Statements of Operations (in thousands, except per share data) Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Revenue: Subscription and support $ 67,078 $ 72,914 Perpetual license 1,470 1,571 Total product revenue 68,548 74,485 Professional services 2,188 2,571 Total revenue 70,736 77,056 Cost of revenue: Subscription and support 19,829 23,485 Professional services and other 1,220 2,051 Total cost of revenue 21,049 25,536 Gross profit 49,687 51,520 Operating expenses: Sales and marketing 17,018 14,289 Research and development 12,455 12,530 General and administrative 13,232 17,189 Depreciation and amortization 11,396 15,094 Acquisition-related expenses — 1,094 Impairment of goodwill 87,227 128,755 Total operating expenses 141,328 188,951 Loss from operations (91,641 ) (137,431 ) Other expense: Interest expense, net (4,958 ) (5,461 ) Other income (expense), net (78 ) 1,425 Total other expense (5,036 ) (4,036 ) Loss before benefit from income taxes (96,677 ) (141,467 ) Benefit from income taxes 547 1,422 Net loss $ (96,130 ) $ (140,045 ) Preferred stock dividends (1,375 ) (1,315 ) Net loss attributable to common stockholders $ (97,505 ) $ (141,360 ) Net income (loss) per common share: Net loss per common share, basic and diluted $ (3.37 ) $ (4.38 ) Weighted-average common shares outstanding, basic and diluted 28,917,897 32,259,110 Upland Software, Inc. Condensed Consolidated Balance Sheets (in thousands) March 31, December 31, 2024 2023 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 231,614 $ 236,559 Accounts receivable, net of allowance 29,253 38,765 Deferred commissions, current 9,678 10,429 Unbilled receivables 3,213 2,701 Income tax receivable, current 5,221 3,775 Prepaid expenses and other current assets 10,215 8,004 Total current assets 289,194 300,233 Tax credits receivable 1,553 1,657 Property and equipment, net 1,803 1,932 Operating lease right-of-use asset 2,480 2,929 Intangible assets, net 166,988 182,349 Goodwill 264,012 353,778 Deferred commissions, noncurrent 12,593 12,568 Interest rate swap assets 15,889 14,270 Other assets 434 308 Total assets $ 754,946 $ 870,024 LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 4,642 $ 8,137 Accrued compensation 7,083 7,174 Accrued expenses and other current liabilities 6,770 7,050 Deferred revenue 99,550 102,763 Operating lease liabilities, current 2,073 2,351 Current maturities of notes payable 3,257 3,172 Total current liabilities 123,375 130,647 Notes payable, less current maturities 472,642 473,502 Deferred revenue, noncurrent 3,428 3,860 Operating lease liabilities, noncurrent 1,224 1,597 Noncurrent deferred tax liability, net 14,696 16,025 Other long-term liabilities 447 461 Total liabilities 615,812 626,092 Series A Convertible Preferred stock 119,013 117,638 Stockholders’ equity: Common stock 3 3 Additional paid-in capital 602,813 608,995 Accumulated other comprehensive loss 2,307 6,168 Accumulated deficit (585,002 ) (488,872 ) Total stockholders’ equity 20,121 126,294 Total liabilities, convertible preferred stock and stockholders’ equity $ 754,946 $ 870,024 Upland Software, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Operating activities Net loss $ (96,130 ) $ (140,045 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 13,802 18,500 Deferred income taxes (1,057 ) (1,975 ) Amortization of deferred costs 3,047 3,352 Foreign currency re-measurement loss (164 ) (859 ) Non-cash interest, net and other income, net (882 ) 573 Non-cash stock-based compensation expense 3,522 6,462 Non-cash loss on impairment of goodwill 87,227 128,755 Changes in operating assets and liabilities, net of purchase business combinations: Accounts receivable 9,361 6,991 Prepaid expenses and other current assets (4,117 ) (2,362 ) Other assets (2,608 ) (2,483 ) Accounts payable (3,459 ) (184 ) Accrued expenses and other liabilities (389 ) (859 ) Deferred revenue (3,032 ) (41 ) Net cash provided by operating activities 5,121 15,825 Investing activities Purchase of property and equipment (183 ) (215 ) Net cash used in investing activities (183 ) (215 ) Financing activities Payments of debt costs — (130 ) Payments on notes payable (1,350 ) (1,350 ) Stock repurchases and retirement (7,918 ) — Taxes paid related to net share settlement of equity awards (331 ) (235 ) Additional consideration paid to sellers of businesses — (5,066 ) Net cash used in financing activities (9,599 ) (6,781 ) Effect of exchange rate fluctuations on cash (284 ) 238 Change in cash and cash equivalents (4,945 ) 9,067 Cash and cash equivalents, beginning of period 236,559 248,653 Cash and cash equivalents, end of period $ 231,614 $ 257,720 Supplemental disclosures of cash flow information: Cash paid for interest, net of interest rate swaps $ 8,720 $ 7,134 Cash paid for taxes $ 2,114 $ 2,507 Upland Software, Inc. Reconciliation of Adjusted EBITDA (in thousands, unaudited) Three Months Ended March 31, 2024 2023 Reconciliation of Net Loss to Adjusted EBITDA: Net loss $ (96,130 ) $ (140,045 ) Add: Depreciation and amortization expense 13,802 18,500 Interest expense, net 4,958 5,461 Other expense (income), net 78 (1,425 ) Benefit from income taxes (547 ) (1,422 ) Stock-based compensation expense 3,522 6,462 Acquisition-related expense — 1,086 Non-recurring litigation costs 118 — Purchase accounting deferred revenue discount 75 228 Impairment of goodwill 87,227 128,755 Adjusted EBITDA $ 13,103 $ 17,600 Upland Software, Inc. Reconciliation of Non-GAAP Net Loss and Non-GAAP EPS (in thousands, except share and per share data, unaudited) Three Months Ended March 31, 2024 2023 Reconciliation of net loss to non-GAAP net income: Net loss $ (96,130 ) $ (140,045 ) Add: Stock-based compensation expense 3,522 6,462 Amortization of purchased intangibles 13,510 18,170 Amortization of debt discount 575 573 Acquisition-related expense — 1,086 Nonrecurring litigation expense 118 — Purchase accounting deferred revenue discount 75 228 Impairment of goodwill 87,227 128,755 Tax effect of adjustments above (2,049 ) (4,253 ) Non-GAAP net income $ 6,848 $ 10,976 Weighted average common shares outstanding, basic 28,917,897 32,259,110 Weighted average common shares outstanding, diluted 35,956,683 38,979,587 Non-GAAP earnings per share, basic $ 0.24 $ 0.34 Non-GAAP earnings per share, diluted $ 0.19 $ 0.28 Upland Software, Inc. Reconciliation of Operating Cash Flow to Free Cash Flow (in thousands, unaudited) Three Months Ended March 31, 2024 2023 Reconciliation of operating cash flow to Free Cash Flow: Net cash provided by operating activities $ 5,121 $ 15,825 Less: Purchase of property and equipment (183 ) (215 ) Free Cash Flow $ 4,938 $ 15,610 Upland Software, Inc. Supplemental Financial Information (in thousands, unaudited) Three Months Ended March 31, 2024 2023 Stock-based compensation: Cost of revenue $ 186 $ 302 Research and development 606 655 Sales and marketing 397 576 General and administrative 2,333 4,929 Total $ 3,522 $ 6,462 Three Months Ended March 31, 2024 2023 Depreciation: Cost of revenue $ — $ 2 Operating expense 292 328 Total $ 292 $ 330 Amortization: Cost of revenue $ 2,406 $ 3,404 Operating expense 11,104 14,766 Total $ 13,510 $ 18,170 View source version on businesswire.com: https://www.businesswire.com/news/home/20240502538253/en/Contacts Investor Relations Contact: Michael D. 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Upland Software Reports First Quarter 2024 Financial Results By: Upland Software Inc. via Business Wire May 02, 2024 at 16:01 PM EDT Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based tools for digital transformation, today announced financial and operating results for the first quarter 2024 and issued guidance for its second quarter and full year of 2024. First Quarter 2024 Financial Highlights Total revenue was $70.7 million, a decrease of 8% from $77.1 million in the first quarter of 2023. Subscription and support revenue was $67.1 million, a decrease of 8% from $72.9 million in the first quarter of 2023. GAAP net loss was $96.1 million compared to a GAAP net loss of $140.0 million in the first quarter of 2023. GAAP net loss attributable to common stockholders was $97.5 million compared to GAAP net loss attributable to common stockholders of $141.4 million in the first quarter of 2023. GAAP net loss per share attributable to common stockholders was $3.37 per share, compared to a GAAP net loss per share attributable to common stockholders of $4.38 per share in the first quarter of 2023. This quarter over quarter change in GAAP net loss is primarily attributable to goodwill impairments of $87.2 million in the first quarter of 2024 compared to $128.8 million in the first quarter of 2023. Adjusted EBITDA was $13.1 million, or 19% of total revenue, compared to $17.6 million, or 23% of total revenue, in the first quarter of 2023. GAAP operating cash flow was $5.1 million, compared to GAAP operating cash flow of $15.8 million in the first quarter of 2023. Free cash flow was $4.9 million, compared to free cash flow of $15.6 million in the first quarter of 2023. Cash on hand as of the end of the first quarter of 2024 was $231.6 million, after buying back $7.9 million in outstanding Common Stock in the quarter. "In Q1, we beat our revenue and Adjusted EBITDA guidance midpoints," said Jack McDonald, Upland's chairman and chief executive officer. "We continued to drive innovation with 10 key AI initiatives throughout our product portfolio. We are proud of our products' ongoing industry recognition and excited to welcome 21 new major customers this quarter." First Quarter Business Highlights We expanded relationships with 256 existing customers, 29 of which were major expansions. We also welcomed 134 new customers to Upland in the first quarter, including 21 new major customers. We earned 44 badges in G2’s Spring 2024 market reports across our products. Upland Altify, our sales optimization software, and Upland InterFAX, our cloud-based fax service, are new to receiving badges. The Company’s knowledge management solutions, Upland RightAnswers and Upland Panviva, continue to garner various recognitions, while Upland Qvidian, our proposal management and response software, increased its number of Leader badges earned quarter-over-quarter. Upland Software was included as a Notable Vendor in Forrester's Customer Solutions Landscape Report for our knowledge management solutions, Panviva and RightAnswers. With the continuous advancements of AI technology, Upland remains committed to enhancing its solutions and guiding organizations through the transformative AI revolution, helping them embrace the future of knowledge management. Our product development teams worked diligently to implement 10 AI initiatives across our portfolio. We continue to drive innovation for our customers, including Upland Qvidian's AI-guided proposal automation integrated with IBM watsonx, to Upland Altify's integration with Salesforce for various data extraction, summarization, and auto-generated form response capabilities. Business Outlook For the quarter ending June 30, 2024, Upland expects reported total revenue to be between $64.4 and $70.4 million, including subscription and support revenue between $61.5 and $66.5 million, for a decline in total revenue of 10% at the mid-point from the quarter-ended June 30, 2023. Second quarter 2024 Adjusted EBITDA is expected to be between $11.8 and $14.8 million, for an Adjusted EBITDA margin of 20% at the mid-point. This Adjusted EBITDA guide at the mid-point is a decrease of 20% from the quarter-ended June 30, 2023. For the full year ending December 31, 2024, Upland expects reported total revenue to be between $264.7 and $282.7 million, including subscription and support revenue between $251.6 and $266.6 million, for a decline in total revenue of 8% at the mid-point from the year ended December 31, 2023. Full year 2024 Adjusted EBITDA is expected to be between $50.8 and $59.8 million, for an Adjusted EBITDA margin of 20% at the mid-point. This Adjusted EBITDA guide at the midpoint is a decline of 14% from the year ended December 31, 2023. Conference Call Details Upland's executive team will host a live conference call and webcast at 4:00 p.m. Central Time, 5:00 p.m. Eastern Time today to review Upland’s financial results and outlook for the business. The call can be accessed via a webcast on investor.uplandsoftware.com, or by dialing 1-800-715-9871 in North America or 1-646-307-1963 if outside North America, international rates apply. Attendees will need to use access code 8422976 to join the call. This webcast will contain forward-looking statements and other material information regarding Upland’s financial and operating results. Following the completion of the conference call, a recording of the webcast will be made available at investor.uplandsoftware.com for twelve months. About Upland Software Upland Software, Inc. enables global businesses to work smarter with over 25 proven cloud software products that increase revenue, reduce costs, and deliver immediate value. Our solutions cover digital marketing, knowledge management, contact center service, sales productivity, content lifecycle automation, and more. Upland's powerful cloud products are trusted by more than 10,000 global customers. Learn how Upland helps businesses achieve outcomes that matter at www.uplandsoftware.com. Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP net income (loss), non-GAAP net income (loss) per share and free cash flow. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results, such as our revenues excluding the impact for foreign currency fluctuations or our operating performance excluding not only non-cash charges, but also discrete cash charges that are infrequent in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity as well as comparisons to our competitors' operating results. We believe these non-GAAP financial measures are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and they are used by our institutional investors and the analyst community to help them analyze the health of our business. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the tables provided below in this release. We are unable to reconcile any forward-looking non-GAAP financial measures to their directly comparable GAAP financial measures because the information which is needed to complete a reconciliation is unavailable at this time without unreasonable effort. Additionally, we are unable to quantify the impact of foreign currency exchange fluctuations on components of our income statement beyond revenues because the information which is needed to do so is unavailable at this time without unreasonable effort. Upland defines Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, plus depreciation and amortization expense, interest expense, net, other expense (income), net, provision (benefit) for income taxes, stock-based compensation expense, acquisition-related expenses, non-recurring litigation costs, purchase accounting adjustments for deferred revenue and impairment of goodwill. Upland defines non-GAAP net income (loss) as net income (loss), calculated in accordance with GAAP, plus, amortization of purchased intangible assets, amortization of debt discount, loss on debt extinguishment, stock-based compensation expenses, acquisition-related expenses, non-recurring litigation expenses, purchase accounting adjustments for deferred revenue, non-recurring provision for income tax, impairment of goodwill and the related tax effect of the adjustments above. Upland defines free cash flow as GAAP operating cash flow less purchases of property and equipment. Upland defines major accounts as accounts with greater than or equal to $25,000 in annual recurring revenue. Upland defines major expansions as existing customers who expanded the amount of annual recurring revenue under their contract by at least $25,000. Upland defines cash gross margin as product revenue less subscription and support cost of sales, excluding depreciation & amortization. In connection with periodic reviews of our business, we have decided to discontinue the availability of certain non-strategic product offerings and a limited number of non-strategic customer contracts (collectively referred to as “Sunset Assets”). Overage Charges are subscription and support revenues earned in addition to contractual minimum customer commitments as a result of the usage volume of services including text and e-mail messaging and third-party pass-through costs that exceed the levels stipulated in contracts with the Company. Upland defines Core Organic Growth Rate as the percentage change between two reported periods in subscription and support revenue, excluding subscription and support revenue from Sunset Assets and Overage Charges. We calculate our year-over-year Core Organic Growth Rate as though all acquisitions or dispositions closed as of the end of the latest period were closed as of the first day of the prior year period presented. Core Organic Growth Rate does not represent actual organic revenue generated by our business as it stood at the beginning of the respective period. Forward-looking Statements This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or our future financial or operating performance, including our guidance related to future performance, and are subject to substantial risks, uncertainties and assumptions. We may not actually achieve the plans, intentions, or expectations disclosed in 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 may make. Accordingly, you should not place undue reliance on these forward-looking statements. Forward-looking statements include any statement that does not directly relate to any historical or current fact and often include words such as “anticipate,” “believe,” “may,” “will,” “continue,” “seek,” “estimate,” “intend,” “hope,” “predict,” “could,” “should,” “would,” “project,” “plan,” “expect” or the negative or plural of these words or similar expressions, although not all forward-looking statements contain these words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but are not limited to: our financial performance and our ability to achieve or sustain profitability or predict future results; our plans regarding future acquisitions, acquisition expense timing and our ability to consummate and integrate acquisitions; our ability to expand our go to market operations, including our marketing and sales organization and cross selling opportunities, 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, average annual spend, margin expense and operating expenses in future periods; our expectations with regard to revenue from perpetual licenses and professional services; our ability to adapt to macroeconomic factors impacting the global economy, including foreign currency exchange risk, inflation and supply chain constraints; our ability to attract and retain customers; our ability to successfully enter new markets and manage our international 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, including organic growth; maintaining our senior management team and key personnel; the performance of our resellers; our ability to adapt 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 with 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, such 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; our expectations as to the payment of dividends; our Share Repurchase Plan, including expectations regarding the timing and manner of repurchases made under the Share Repurchase Plan; our current level of indebtedness, including our exposure to variable interest rate risk; the potential elimination or limitation of tax incentives or tax losses and/or reductions of U.S. federal net operating losses; the risk that we did not consider another contingency included in this list; and factors that could affect our business and financial results identified in Upland's filings with the Securities and Exchange Commission (the "SEC"), including Upland's most recent 10-K filed with the SEC. Additional information will also be set forth in Upland's future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that Upland makes with the SEC. The forward-looking statements herein represent Upland's views as of the date of this press release, and these views could change. However, while Upland may elect to update these forward-looking statements at some point in the future, Upland specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the views of Upland as of any date subsequent to the date of this press release. Upland Software, Inc. Condensed Consolidated Statements of Operations (in thousands, except per share data) Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Revenue: Subscription and support $ 67,078 $ 72,914 Perpetual license 1,470 1,571 Total product revenue 68,548 74,485 Professional services 2,188 2,571 Total revenue 70,736 77,056 Cost of revenue: Subscription and support 19,829 23,485 Professional services and other 1,220 2,051 Total cost of revenue 21,049 25,536 Gross profit 49,687 51,520 Operating expenses: Sales and marketing 17,018 14,289 Research and development 12,455 12,530 General and administrative 13,232 17,189 Depreciation and amortization 11,396 15,094 Acquisition-related expenses — 1,094 Impairment of goodwill 87,227 128,755 Total operating expenses 141,328 188,951 Loss from operations (91,641 ) (137,431 ) Other expense: Interest expense, net (4,958 ) (5,461 ) Other income (expense), net (78 ) 1,425 Total other expense (5,036 ) (4,036 ) Loss before benefit from income taxes (96,677 ) (141,467 ) Benefit from income taxes 547 1,422 Net loss $ (96,130 ) $ (140,045 ) Preferred stock dividends (1,375 ) (1,315 ) Net loss attributable to common stockholders $ (97,505 ) $ (141,360 ) Net income (loss) per common share: Net loss per common share, basic and diluted $ (3.37 ) $ (4.38 ) Weighted-average common shares outstanding, basic and diluted 28,917,897 32,259,110 Upland Software, Inc. Condensed Consolidated Balance Sheets (in thousands) March 31, December 31, 2024 2023 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 231,614 $ 236,559 Accounts receivable, net of allowance 29,253 38,765 Deferred commissions, current 9,678 10,429 Unbilled receivables 3,213 2,701 Income tax receivable, current 5,221 3,775 Prepaid expenses and other current assets 10,215 8,004 Total current assets 289,194 300,233 Tax credits receivable 1,553 1,657 Property and equipment, net 1,803 1,932 Operating lease right-of-use asset 2,480 2,929 Intangible assets, net 166,988 182,349 Goodwill 264,012 353,778 Deferred commissions, noncurrent 12,593 12,568 Interest rate swap assets 15,889 14,270 Other assets 434 308 Total assets $ 754,946 $ 870,024 LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 4,642 $ 8,137 Accrued compensation 7,083 7,174 Accrued expenses and other current liabilities 6,770 7,050 Deferred revenue 99,550 102,763 Operating lease liabilities, current 2,073 2,351 Current maturities of notes payable 3,257 3,172 Total current liabilities 123,375 130,647 Notes payable, less current maturities 472,642 473,502 Deferred revenue, noncurrent 3,428 3,860 Operating lease liabilities, noncurrent 1,224 1,597 Noncurrent deferred tax liability, net 14,696 16,025 Other long-term liabilities 447 461 Total liabilities 615,812 626,092 Series A Convertible Preferred stock 119,013 117,638 Stockholders’ equity: Common stock 3 3 Additional paid-in capital 602,813 608,995 Accumulated other comprehensive loss 2,307 6,168 Accumulated deficit (585,002 ) (488,872 ) Total stockholders’ equity 20,121 126,294 Total liabilities, convertible preferred stock and stockholders’ equity $ 754,946 $ 870,024 Upland Software, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Operating activities Net loss $ (96,130 ) $ (140,045 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 13,802 18,500 Deferred income taxes (1,057 ) (1,975 ) Amortization of deferred costs 3,047 3,352 Foreign currency re-measurement loss (164 ) (859 ) Non-cash interest, net and other income, net (882 ) 573 Non-cash stock-based compensation expense 3,522 6,462 Non-cash loss on impairment of goodwill 87,227 128,755 Changes in operating assets and liabilities, net of purchase business combinations: Accounts receivable 9,361 6,991 Prepaid expenses and other current assets (4,117 ) (2,362 ) Other assets (2,608 ) (2,483 ) Accounts payable (3,459 ) (184 ) Accrued expenses and other liabilities (389 ) (859 ) Deferred revenue (3,032 ) (41 ) Net cash provided by operating activities 5,121 15,825 Investing activities Purchase of property and equipment (183 ) (215 ) Net cash used in investing activities (183 ) (215 ) Financing activities Payments of debt costs — (130 ) Payments on notes payable (1,350 ) (1,350 ) Stock repurchases and retirement (7,918 ) — Taxes paid related to net share settlement of equity awards (331 ) (235 ) Additional consideration paid to sellers of businesses — (5,066 ) Net cash used in financing activities (9,599 ) (6,781 ) Effect of exchange rate fluctuations on cash (284 ) 238 Change in cash and cash equivalents (4,945 ) 9,067 Cash and cash equivalents, beginning of period 236,559 248,653 Cash and cash equivalents, end of period $ 231,614 $ 257,720 Supplemental disclosures of cash flow information: Cash paid for interest, net of interest rate swaps $ 8,720 $ 7,134 Cash paid for taxes $ 2,114 $ 2,507 Upland Software, Inc. Reconciliation of Adjusted EBITDA (in thousands, unaudited) Three Months Ended March 31, 2024 2023 Reconciliation of Net Loss to Adjusted EBITDA: Net loss $ (96,130 ) $ (140,045 ) Add: Depreciation and amortization expense 13,802 18,500 Interest expense, net 4,958 5,461 Other expense (income), net 78 (1,425 ) Benefit from income taxes (547 ) (1,422 ) Stock-based compensation expense 3,522 6,462 Acquisition-related expense — 1,086 Non-recurring litigation costs 118 — Purchase accounting deferred revenue discount 75 228 Impairment of goodwill 87,227 128,755 Adjusted EBITDA $ 13,103 $ 17,600 Upland Software, Inc. Reconciliation of Non-GAAP Net Loss and Non-GAAP EPS (in thousands, except share and per share data, unaudited) Three Months Ended March 31, 2024 2023 Reconciliation of net loss to non-GAAP net income: Net loss $ (96,130 ) $ (140,045 ) Add: Stock-based compensation expense 3,522 6,462 Amortization of purchased intangibles 13,510 18,170 Amortization of debt discount 575 573 Acquisition-related expense — 1,086 Nonrecurring litigation expense 118 — Purchase accounting deferred revenue discount 75 228 Impairment of goodwill 87,227 128,755 Tax effect of adjustments above (2,049 ) (4,253 ) Non-GAAP net income $ 6,848 $ 10,976 Weighted average common shares outstanding, basic 28,917,897 32,259,110 Weighted average common shares outstanding, diluted 35,956,683 38,979,587 Non-GAAP earnings per share, basic $ 0.24 $ 0.34 Non-GAAP earnings per share, diluted $ 0.19 $ 0.28 Upland Software, Inc. Reconciliation of Operating Cash Flow to Free Cash Flow (in thousands, unaudited) Three Months Ended March 31, 2024 2023 Reconciliation of operating cash flow to Free Cash Flow: Net cash provided by operating activities $ 5,121 $ 15,825 Less: Purchase of property and equipment (183 ) (215 ) Free Cash Flow $ 4,938 $ 15,610 Upland Software, Inc. Supplemental Financial Information (in thousands, unaudited) Three Months Ended March 31, 2024 2023 Stock-based compensation: Cost of revenue $ 186 $ 302 Research and development 606 655 Sales and marketing 397 576 General and administrative 2,333 4,929 Total $ 3,522 $ 6,462 Three Months Ended March 31, 2024 2023 Depreciation: Cost of revenue $ — $ 2 Operating expense 292 328 Total $ 292 $ 330 Amortization: Cost of revenue $ 2,406 $ 3,404 Operating expense 11,104 14,766 Total $ 13,510 $ 18,170 View source version on businesswire.com: https://www.businesswire.com/news/home/20240502538253/en/Contacts Investor Relations Contact: Michael D. Hill investor-relations@uplandsoftware.com 512-960-1031 Media Contact: Lloyd Berry media@uplandsoftware.com 512-960-1010
Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based tools for digital transformation, today announced financial and operating results for the first quarter 2024 and issued guidance for its second quarter and full year of 2024. First Quarter 2024 Financial Highlights Total revenue was $70.7 million, a decrease of 8% from $77.1 million in the first quarter of 2023. Subscription and support revenue was $67.1 million, a decrease of 8% from $72.9 million in the first quarter of 2023. GAAP net loss was $96.1 million compared to a GAAP net loss of $140.0 million in the first quarter of 2023. GAAP net loss attributable to common stockholders was $97.5 million compared to GAAP net loss attributable to common stockholders of $141.4 million in the first quarter of 2023. GAAP net loss per share attributable to common stockholders was $3.37 per share, compared to a GAAP net loss per share attributable to common stockholders of $4.38 per share in the first quarter of 2023. This quarter over quarter change in GAAP net loss is primarily attributable to goodwill impairments of $87.2 million in the first quarter of 2024 compared to $128.8 million in the first quarter of 2023. Adjusted EBITDA was $13.1 million, or 19% of total revenue, compared to $17.6 million, or 23% of total revenue, in the first quarter of 2023. GAAP operating cash flow was $5.1 million, compared to GAAP operating cash flow of $15.8 million in the first quarter of 2023. Free cash flow was $4.9 million, compared to free cash flow of $15.6 million in the first quarter of 2023. Cash on hand as of the end of the first quarter of 2024 was $231.6 million, after buying back $7.9 million in outstanding Common Stock in the quarter. "In Q1, we beat our revenue and Adjusted EBITDA guidance midpoints," said Jack McDonald, Upland's chairman and chief executive officer. "We continued to drive innovation with 10 key AI initiatives throughout our product portfolio. We are proud of our products' ongoing industry recognition and excited to welcome 21 new major customers this quarter." First Quarter Business Highlights We expanded relationships with 256 existing customers, 29 of which were major expansions. We also welcomed 134 new customers to Upland in the first quarter, including 21 new major customers. We earned 44 badges in G2’s Spring 2024 market reports across our products. Upland Altify, our sales optimization software, and Upland InterFAX, our cloud-based fax service, are new to receiving badges. The Company’s knowledge management solutions, Upland RightAnswers and Upland Panviva, continue to garner various recognitions, while Upland Qvidian, our proposal management and response software, increased its number of Leader badges earned quarter-over-quarter. Upland Software was included as a Notable Vendor in Forrester's Customer Solutions Landscape Report for our knowledge management solutions, Panviva and RightAnswers. With the continuous advancements of AI technology, Upland remains committed to enhancing its solutions and guiding organizations through the transformative AI revolution, helping them embrace the future of knowledge management. Our product development teams worked diligently to implement 10 AI initiatives across our portfolio. We continue to drive innovation for our customers, including Upland Qvidian's AI-guided proposal automation integrated with IBM watsonx, to Upland Altify's integration with Salesforce for various data extraction, summarization, and auto-generated form response capabilities. Business Outlook For the quarter ending June 30, 2024, Upland expects reported total revenue to be between $64.4 and $70.4 million, including subscription and support revenue between $61.5 and $66.5 million, for a decline in total revenue of 10% at the mid-point from the quarter-ended June 30, 2023. Second quarter 2024 Adjusted EBITDA is expected to be between $11.8 and $14.8 million, for an Adjusted EBITDA margin of 20% at the mid-point. This Adjusted EBITDA guide at the mid-point is a decrease of 20% from the quarter-ended June 30, 2023. For the full year ending December 31, 2024, Upland expects reported total revenue to be between $264.7 and $282.7 million, including subscription and support revenue between $251.6 and $266.6 million, for a decline in total revenue of 8% at the mid-point from the year ended December 31, 2023. Full year 2024 Adjusted EBITDA is expected to be between $50.8 and $59.8 million, for an Adjusted EBITDA margin of 20% at the mid-point. This Adjusted EBITDA guide at the midpoint is a decline of 14% from the year ended December 31, 2023. Conference Call Details Upland's executive team will host a live conference call and webcast at 4:00 p.m. Central Time, 5:00 p.m. Eastern Time today to review Upland’s financial results and outlook for the business. The call can be accessed via a webcast on investor.uplandsoftware.com, or by dialing 1-800-715-9871 in North America or 1-646-307-1963 if outside North America, international rates apply. Attendees will need to use access code 8422976 to join the call. This webcast will contain forward-looking statements and other material information regarding Upland’s financial and operating results. Following the completion of the conference call, a recording of the webcast will be made available at investor.uplandsoftware.com for twelve months. About Upland Software Upland Software, Inc. enables global businesses to work smarter with over 25 proven cloud software products that increase revenue, reduce costs, and deliver immediate value. Our solutions cover digital marketing, knowledge management, contact center service, sales productivity, content lifecycle automation, and more. Upland's powerful cloud products are trusted by more than 10,000 global customers. Learn how Upland helps businesses achieve outcomes that matter at www.uplandsoftware.com. Non-GAAP Financial Measures To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP net income (loss), non-GAAP net income (loss) per share and free cash flow. We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results, such as our revenues excluding the impact for foreign currency fluctuations or our operating performance excluding not only non-cash charges, but also discrete cash charges that are infrequent in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity as well as comparisons to our competitors' operating results. We believe these non-GAAP financial measures are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and they are used by our institutional investors and the analyst community to help them analyze the health of our business. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, see the tables provided below in this release. We are unable to reconcile any forward-looking non-GAAP financial measures to their directly comparable GAAP financial measures because the information which is needed to complete a reconciliation is unavailable at this time without unreasonable effort. Additionally, we are unable to quantify the impact of foreign currency exchange fluctuations on components of our income statement beyond revenues because the information which is needed to do so is unavailable at this time without unreasonable effort. Upland defines Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, plus depreciation and amortization expense, interest expense, net, other expense (income), net, provision (benefit) for income taxes, stock-based compensation expense, acquisition-related expenses, non-recurring litigation costs, purchase accounting adjustments for deferred revenue and impairment of goodwill. Upland defines non-GAAP net income (loss) as net income (loss), calculated in accordance with GAAP, plus, amortization of purchased intangible assets, amortization of debt discount, loss on debt extinguishment, stock-based compensation expenses, acquisition-related expenses, non-recurring litigation expenses, purchase accounting adjustments for deferred revenue, non-recurring provision for income tax, impairment of goodwill and the related tax effect of the adjustments above. Upland defines free cash flow as GAAP operating cash flow less purchases of property and equipment. Upland defines major accounts as accounts with greater than or equal to $25,000 in annual recurring revenue. Upland defines major expansions as existing customers who expanded the amount of annual recurring revenue under their contract by at least $25,000. Upland defines cash gross margin as product revenue less subscription and support cost of sales, excluding depreciation & amortization. In connection with periodic reviews of our business, we have decided to discontinue the availability of certain non-strategic product offerings and a limited number of non-strategic customer contracts (collectively referred to as “Sunset Assets”). Overage Charges are subscription and support revenues earned in addition to contractual minimum customer commitments as a result of the usage volume of services including text and e-mail messaging and third-party pass-through costs that exceed the levels stipulated in contracts with the Company. Upland defines Core Organic Growth Rate as the percentage change between two reported periods in subscription and support revenue, excluding subscription and support revenue from Sunset Assets and Overage Charges. We calculate our year-over-year Core Organic Growth Rate as though all acquisitions or dispositions closed as of the end of the latest period were closed as of the first day of the prior year period presented. Core Organic Growth Rate does not represent actual organic revenue generated by our business as it stood at the beginning of the respective period. Forward-looking Statements This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or our future financial or operating performance, including our guidance related to future performance, and are subject to substantial risks, uncertainties and assumptions. We may not actually achieve the plans, intentions, or expectations disclosed in 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 may make. Accordingly, you should not place undue reliance on these forward-looking statements. Forward-looking statements include any statement that does not directly relate to any historical or current fact and often include words such as “anticipate,” “believe,” “may,” “will,” “continue,” “seek,” “estimate,” “intend,” “hope,” “predict,” “could,” “should,” “would,” “project,” “plan,” “expect” or the negative or plural of these words or similar expressions, although not all forward-looking statements contain these words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but are not limited to: our financial performance and our ability to achieve or sustain profitability or predict future results; our plans regarding future acquisitions, acquisition expense timing and our ability to consummate and integrate acquisitions; our ability to expand our go to market operations, including our marketing and sales organization and cross selling opportunities, 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, average annual spend, margin expense and operating expenses in future periods; our expectations with regard to revenue from perpetual licenses and professional services; our ability to adapt to macroeconomic factors impacting the global economy, including foreign currency exchange risk, inflation and supply chain constraints; our ability to attract and retain customers; our ability to successfully enter new markets and manage our international 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, including organic growth; maintaining our senior management team and key personnel; the performance of our resellers; our ability to adapt 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 with 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, such 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; our expectations as to the payment of dividends; our Share Repurchase Plan, including expectations regarding the timing and manner of repurchases made under the Share Repurchase Plan; our current level of indebtedness, including our exposure to variable interest rate risk; the potential elimination or limitation of tax incentives or tax losses and/or reductions of U.S. federal net operating losses; the risk that we did not consider another contingency included in this list; and factors that could affect our business and financial results identified in Upland's filings with the Securities and Exchange Commission (the "SEC"), including Upland's most recent 10-K filed with the SEC. Additional information will also be set forth in Upland's future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that Upland makes with the SEC. The forward-looking statements herein represent Upland's views as of the date of this press release, and these views could change. However, while Upland may elect to update these forward-looking statements at some point in the future, Upland specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the views of Upland as of any date subsequent to the date of this press release. Upland Software, Inc. Condensed Consolidated Statements of Operations (in thousands, except per share data) Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Revenue: Subscription and support $ 67,078 $ 72,914 Perpetual license 1,470 1,571 Total product revenue 68,548 74,485 Professional services 2,188 2,571 Total revenue 70,736 77,056 Cost of revenue: Subscription and support 19,829 23,485 Professional services and other 1,220 2,051 Total cost of revenue 21,049 25,536 Gross profit 49,687 51,520 Operating expenses: Sales and marketing 17,018 14,289 Research and development 12,455 12,530 General and administrative 13,232 17,189 Depreciation and amortization 11,396 15,094 Acquisition-related expenses — 1,094 Impairment of goodwill 87,227 128,755 Total operating expenses 141,328 188,951 Loss from operations (91,641 ) (137,431 ) Other expense: Interest expense, net (4,958 ) (5,461 ) Other income (expense), net (78 ) 1,425 Total other expense (5,036 ) (4,036 ) Loss before benefit from income taxes (96,677 ) (141,467 ) Benefit from income taxes 547 1,422 Net loss $ (96,130 ) $ (140,045 ) Preferred stock dividends (1,375 ) (1,315 ) Net loss attributable to common stockholders $ (97,505 ) $ (141,360 ) Net income (loss) per common share: Net loss per common share, basic and diluted $ (3.37 ) $ (4.38 ) Weighted-average common shares outstanding, basic and diluted 28,917,897 32,259,110 Upland Software, Inc. Condensed Consolidated Balance Sheets (in thousands) March 31, December 31, 2024 2023 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 231,614 $ 236,559 Accounts receivable, net of allowance 29,253 38,765 Deferred commissions, current 9,678 10,429 Unbilled receivables 3,213 2,701 Income tax receivable, current 5,221 3,775 Prepaid expenses and other current assets 10,215 8,004 Total current assets 289,194 300,233 Tax credits receivable 1,553 1,657 Property and equipment, net 1,803 1,932 Operating lease right-of-use asset 2,480 2,929 Intangible assets, net 166,988 182,349 Goodwill 264,012 353,778 Deferred commissions, noncurrent 12,593 12,568 Interest rate swap assets 15,889 14,270 Other assets 434 308 Total assets $ 754,946 $ 870,024 LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 4,642 $ 8,137 Accrued compensation 7,083 7,174 Accrued expenses and other current liabilities 6,770 7,050 Deferred revenue 99,550 102,763 Operating lease liabilities, current 2,073 2,351 Current maturities of notes payable 3,257 3,172 Total current liabilities 123,375 130,647 Notes payable, less current maturities 472,642 473,502 Deferred revenue, noncurrent 3,428 3,860 Operating lease liabilities, noncurrent 1,224 1,597 Noncurrent deferred tax liability, net 14,696 16,025 Other long-term liabilities 447 461 Total liabilities 615,812 626,092 Series A Convertible Preferred stock 119,013 117,638 Stockholders’ equity: Common stock 3 3 Additional paid-in capital 602,813 608,995 Accumulated other comprehensive loss 2,307 6,168 Accumulated deficit (585,002 ) (488,872 ) Total stockholders’ equity 20,121 126,294 Total liabilities, convertible preferred stock and stockholders’ equity $ 754,946 $ 870,024 Upland Software, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Operating activities Net loss $ (96,130 ) $ (140,045 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 13,802 18,500 Deferred income taxes (1,057 ) (1,975 ) Amortization of deferred costs 3,047 3,352 Foreign currency re-measurement loss (164 ) (859 ) Non-cash interest, net and other income, net (882 ) 573 Non-cash stock-based compensation expense 3,522 6,462 Non-cash loss on impairment of goodwill 87,227 128,755 Changes in operating assets and liabilities, net of purchase business combinations: Accounts receivable 9,361 6,991 Prepaid expenses and other current assets (4,117 ) (2,362 ) Other assets (2,608 ) (2,483 ) Accounts payable (3,459 ) (184 ) Accrued expenses and other liabilities (389 ) (859 ) Deferred revenue (3,032 ) (41 ) Net cash provided by operating activities 5,121 15,825 Investing activities Purchase of property and equipment (183 ) (215 ) Net cash used in investing activities (183 ) (215 ) Financing activities Payments of debt costs — (130 ) Payments on notes payable (1,350 ) (1,350 ) Stock repurchases and retirement (7,918 ) — Taxes paid related to net share settlement of equity awards (331 ) (235 ) Additional consideration paid to sellers of businesses — (5,066 ) Net cash used in financing activities (9,599 ) (6,781 ) Effect of exchange rate fluctuations on cash (284 ) 238 Change in cash and cash equivalents (4,945 ) 9,067 Cash and cash equivalents, beginning of period 236,559 248,653 Cash and cash equivalents, end of period $ 231,614 $ 257,720 Supplemental disclosures of cash flow information: Cash paid for interest, net of interest rate swaps $ 8,720 $ 7,134 Cash paid for taxes $ 2,114 $ 2,507 Upland Software, Inc. Reconciliation of Adjusted EBITDA (in thousands, unaudited) Three Months Ended March 31, 2024 2023 Reconciliation of Net Loss to Adjusted EBITDA: Net loss $ (96,130 ) $ (140,045 ) Add: Depreciation and amortization expense 13,802 18,500 Interest expense, net 4,958 5,461 Other expense (income), net 78 (1,425 ) Benefit from income taxes (547 ) (1,422 ) Stock-based compensation expense 3,522 6,462 Acquisition-related expense — 1,086 Non-recurring litigation costs 118 — Purchase accounting deferred revenue discount 75 228 Impairment of goodwill 87,227 128,755 Adjusted EBITDA $ 13,103 $ 17,600 Upland Software, Inc. Reconciliation of Non-GAAP Net Loss and Non-GAAP EPS (in thousands, except share and per share data, unaudited) Three Months Ended March 31, 2024 2023 Reconciliation of net loss to non-GAAP net income: Net loss $ (96,130 ) $ (140,045 ) Add: Stock-based compensation expense 3,522 6,462 Amortization of purchased intangibles 13,510 18,170 Amortization of debt discount 575 573 Acquisition-related expense — 1,086 Nonrecurring litigation expense 118 — Purchase accounting deferred revenue discount 75 228 Impairment of goodwill 87,227 128,755 Tax effect of adjustments above (2,049 ) (4,253 ) Non-GAAP net income $ 6,848 $ 10,976 Weighted average common shares outstanding, basic 28,917,897 32,259,110 Weighted average common shares outstanding, diluted 35,956,683 38,979,587 Non-GAAP earnings per share, basic $ 0.24 $ 0.34 Non-GAAP earnings per share, diluted $ 0.19 $ 0.28 Upland Software, Inc. Reconciliation of Operating Cash Flow to Free Cash Flow (in thousands, unaudited) Three Months Ended March 31, 2024 2023 Reconciliation of operating cash flow to Free Cash Flow: Net cash provided by operating activities $ 5,121 $ 15,825 Less: Purchase of property and equipment (183 ) (215 ) Free Cash Flow $ 4,938 $ 15,610 Upland Software, Inc. Supplemental Financial Information (in thousands, unaudited) Three Months Ended March 31, 2024 2023 Stock-based compensation: Cost of revenue $ 186 $ 302 Research and development 606 655 Sales and marketing 397 576 General and administrative 2,333 4,929 Total $ 3,522 $ 6,462 Three Months Ended March 31, 2024 2023 Depreciation: Cost of revenue $ — $ 2 Operating expense 292 328 Total $ 292 $ 330 Amortization: Cost of revenue $ 2,406 $ 3,404 Operating expense 11,104 14,766 Total $ 13,510 $ 18,170 View source version on businesswire.com: https://www.businesswire.com/news/home/20240502538253/en/
Investor Relations Contact: Michael D. Hill investor-relations@uplandsoftware.com 512-960-1031 Media Contact: Lloyd Berry media@uplandsoftware.com 512-960-1010