Upland Software, Inc.

and a replay will be available there for 12 months. By now, everyone should have access to the second quarter 2024 earnings release, which was distributed today at 4 p.m. Eastern time. If you've not received the release, it's available on Upland's website. I'd now like to turn the call over to Jack McDonald, Chairman and CEO of Upland Software. Please go ahead, sir.

All right, thank you, and welcome to our Q2 2024 earnings call. I'm joined today by Mike Hill, our CFO, I'm going to start with a Q2 review, and following that, Mike will provide some detail on the numbers and our guidance. After that, we'll open the call up for Q&A. But before we get started, Mike will read the Safe Harbor statement.

All right. Thank you, Jack. During today's call, we will include statements that are considered forward-looking within the meanings of the securities laws. A detailed discussion of the risks and uncertainties associated with such statements is contained in our periodic reports filed with the SEC. The forward-looking statements made today are based on views and assumptions and on information currently available to Upland management as of today. We do not intend or undertake any duty to release publicly any updates or revisions to any forward-looking statements. On this call, Upland will refer to non-GAAP financial measures that, when used in combination with GAAP results, provide Upland management with additional analytical tools to understand its operations. Upland has provided reconciliations of non-GAAP measures to the most comparable GAAP measures in our press release announcing our financial results, which are available on the investor relations section of our website. Please note that we're 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. With that, I'll turn the call back over to Jack.

All right, thanks, Mike. Here are the headlines on the quarter. We beat our Q2 revenue and adjusted EBITDA guidance midpoints, so beat those midpoints. We posted core bookings in excess of core churn, just like we did in Q1. So that's two quarters in a row, and that's the key point for this year. posting quarter after quarter of core bookings in excess of core churn. That's what's going to set us up for our target 3% core organic growth rate in 2025. I'd note that in this year, you know, the core organic growth rate will bounce around a bit based on year over year compares. It's positive this quarter. But again, the meaningful part of this is putting up core bookings in excess of core churn quarter by quarter. Good news also on the adjusted EBITDA front. Q2 adjusted EBITDA, $13.6 million in the second quarter. That is up sequentially from $13.1 million in the first quarter. And as you can see by the midpoints of our guidance, we expect adjusted EBITDA to continue to grow each quarter this year. Again, 13.1 million in Q1, 13.6 million in Q2, 14 million in Q3, 14.9 million in Q4. So the plan is to exit the year at nearly a $60 million adjusted EBITDA run rate. So we're setting up for 2025 with positive core organic growth. We're going to be targeting that 3% number core organic growth next year and continued expansion of adjusted EBITDA to the mid $60 million next year. So we have, we believe, made the turn both in terms of starting to show steps towards positive core organic growth and getting past the low point on EBITDA, and now with this quarter and the quarters going forward, bringing EBITDA up each quarter. So again, still in the early stages, but we are starting to see the ship turn here. So we welcomed 155 new customers to Upland in Q2, and that includes 17 new major customers. We also expanded relationships with 275 existing customers, including 41 major expansions. And I will say, you know, based on the growth investment that we've made in pipeline generation, SDR capacity, sales capacity, we are starting to see chunkier deals, larger ARR deals for our lead products. And that's a critical factor. kind of green shoot uh and uh so good news that we are starting to see those larger deals where and it's their marketing sourced pipeline right so the the work that we've done on organic search uh the work that we've done uh in terms of uh you know accessing intent data uh having an sdr capacity to qualify these leads the the product marketing work that we've done the investment in the sales team that we've done, it's starting to bear some fruit here. Again, I'll caution that it's early, but we're seeing those green shoots, including chunkier deals. A few other points. We earned 56 badges in G2's summer 2024 market reports. That was across our portfolio of products. That's up from 44 badges in the spring 2024 reports. Our AI knowledge management solutions, Upland WriteAnswers and Upland Pandiva, continue to garner numerous badges, while Upland Qubitian, our AI-powered proposal management and response software, increased earned recognitions another quarter in a row. Additional products to receive badges included Upland Ingenious, which is a computer telephony integration solution, which powers personalized customer service with AI, and Upland Interfax, which is a secure cloud-based fax service, and, of course, other products also on the badge list. And, again, beginning to see more reviews and more engagement with G2 as a platform, and we expect more goodness to come from there. I would note Upland Tuvidian. continues to enhance the response and sales proposal process with its new generative AI model called Qubitian AI Assist. Qubitian is a leader in the RFP and proposal automation industry. It's dedicated to helping teams easily uncover the right processes for RFP response generation and quickly create standout proposals in RFP, And this beta release of Qubitian AI Assist adds these powerful new AI features. And, of course, we've also got the partnership with IDM that we've talked about before integrating Watson X AI capabilities into Qubitian. So, you know, these are both examples, you know, when you look at right answers in PanViva, you look at Qubitian. of where we are doing deep work to integrate AI capabilities into our products. And, of course, these were product initiatives that began well over a year ago that are now beginning to come to market, in some cases in beta, in some cases generally available. I'd also note a partner announcement, Upland and Ramsoft. Ramsoft is a global leader. in cloud-based RIS PACS radiology solutions for imaging centers and teleradiology providers. Announced the milestone transmission of the 40 million facts through the integration of Ramsoft, PowerServer, and Upland Interfax. So it's Interfax's robust security features, including HIPAA compliance and PHIPA compliance, complement PowerServer's secure HIPAA-compliant architecture. And so, you know, we're seeing with our secure file transfer solutions, some great growth characteristics. These are also high margin products and really seeing some success there as we have for some time in healthcare and financial services, but seeing an acceleration of that, which is great to see. Also a note on Upland Altify. During the quarter, we announced the release, 9.12 release, which contained major enhancements to transform the customer experience with Altify's Salesforce native products. And of course, Altify is a product that really enables B2B enterprise sales forces to coordinate activities, deploy methodology in a super efficient way. way and do the kind of account planning and white space analysis that can really move the needle in terms of sales generation. And of course, adding now AI capabilities to that platform and Altify is Salesforce native. So the Salesforce partnership has been great for us. And at 9.12, again, just the next step in, in, altifies evolution. So a great quarter, you know, another step along the way towards driving growth and driving margin expansion. And with that, I'm going to turn the call over to Mike to review the numbers and guidance. Mike.

All right. Thank you, Jack. I'll cover the financial results for the second quarter of 24 and our outlook for the third quarter and full year 2024. These results and our outlook for 2024 reflect our continued incremental sales, marketing, and product investments pursuant to our growth plan, as well as the previously announced runoff of the sunset assets. So on the income statement, total revenue for the second quarter was 69.3 million, representing a decrease of 7% year-over-year. Recurring revenue from subscription and support declined 7% year-over-year to 65.5 million. Provincial license revenue increased to 1.7 million for the second quarter, up from 1.3 million in the second quarter of 2023. Professional services revenue was 2.1 million for the quarter, a 23% year-over-year decline. These revenue declines are consistent with the planned runoff of our sunset assets. Overall growth margin was 70% during the second quarter, and our product growth margin was 71%. And that's 75% when adding back depreciation and amortization, which we refer to as cash gross margin. Operating expenses for the second quarter of 24, excluding depreciation, amortization, and stock-based compensation, were $37.9 million for the quarter, 55% of total revenue. This is in line with our expectations and reflects the sales, marketing, and product investments we have been making as part of our growth plan. Our second quarter 2024 adjusted EBITDA was $13.6 million, or 20% of total revenue, down from $16.6 million, or 22% of total revenue, for the second quarter of 2023. This adjusted EBITDA year-over-year decline is generally as expected, considering our growth investments and our decision regarding sunset assets. However, and as Jack said, you can see our adjusted EBITDA growing sequentially each quarter this year from 13.1 million in Q1 to 13.6 million this quarter in Q2 to 14 million in Q3 and 14.9 million in Q4 based on the midpoints of our guidance. So this has us, as Jack said, exiting 2024 at almost 60 million of annual run rate adjusted EBITDA setting us up for the mid 60 millions next year. For cash flow, For the second quarter of 2024, GAAP operating cash flow was $5.5 million, and free cash flow was $5.2 million, which is in line with our expectations. Our ongoing free cash flow generation is in addition to our approximately $232 million of cash on our balance sheet as of June 30, 2024. At the end of June, we had outstanding net debt of approximately $247 million after factoring in the cash on our balance sheet. At the end of Q2, our gross debt was approximately $479 million, of which $257 million is still fully hedged, effectively locking our interest rate at 5.4% on that portion of our debt through the full maturity of our term debt, which is in August of 2026. The remaining approximately $222 million of term debt now floats at an interest rate of so far plus 385 basis points, which was 9.2% at June 30th, 2024. I will also note that we used 3M of cash to buy back approximately 1M shares of common stock during the second quarter under our limited stock repurchase program that began in early September of 2023. This concluded our 25M stock buyback plan with a cumulative total of approximately 6.5M shares repurchased. Now on to guidance. As described on past calls, the following guidance continues to reflect the significant incremental sales, marketing, and product investments that we are making as part of our comprehensive growth plan, as well as the effects of decreasing revenue and expenses related to those sunset assets. Also, I will note that we have raised our full year 2024 guidance midpoints for total revenue and adjusted EBITDA by the amounts of the Q2 guidance midpoint beats. So for the quarter ending September 30th, 2024, we expect reported total revenue to be between 63.2 and 69.2 million, including subscription and support revenue between 60.1 and 65.1 million for a decline in total revenue of 11% at the midpoint from the quarter ended September 30th, 2023. Third quarter 2024 adjusted EBITDA is expected to be between 12.5 and 15.5 million for an adjusted EBITDA margin of 21% at the midpoint. This adjusted EBITDA guidance at the midpoint is a decrease of 13% from the quarter ended September 30, 2023. For the full year ending December 31, 2024, we expect reported total revenue to be between $269.6 and $281.6 million, including subscription and support revenue between $254.1 and $264.1 million for a decline in total revenue of 7% at the midpoint from the year ended December 31st, 2023. Full year 2024 adjusted EBITDA is expected to be between 52.6 and 58.6 million for an adjusted EBITDA margin of 20% at the midpoint. This adjusted EBITDA guide at the midpoint is a decrease of 14% from the year ended December 31st, 2023. And again, I'll point out, as both Jack and I have mentioned, that these guide midpoints represent sequentially growing quarterly adjusted EBITDA for every quarter this year exiting the year in Q4 at $14.9 million at the implied guidance midpoint, which is almost $60 million of annualized run rate. So with that, I'll pass the call back to Jack.

All right. Thanks, Mike. Let's open the call up and take any questions there might be.

All right. Perfect. If you would like to ask a question today, please press star followed by the number one on your telephone keypad. That number again is star followed by the number one. Our first question comes from the line of Ian Black from Needham. Please go ahead.

Hi, this is Ian Black on for Scott Berg. Core bookings have exceeded core churn, again, as you note, but how far through the go-to-market changes is the company now?

I would say that we have, you know, we're about halfway through that process in the sense that we've put in place the lead generation and lead qualification we've put in place the you know the demand gen teams we put in place the inside sellers we have upgraded our field sales force we have brought in place put in place new sales leadership and we are seeing the results of that in terms of significant increases in pipeline generation and now beginning to see some chunkier sales hitting, which is great to see across, you know, a few of the products. And so, you know, the work has been done and now we're starting to see uh you know the the the fruits of those labors uh you know begin to to ripen here so um you know we feel good about uh where we are uh and you know it's execution now uh quarter by quarter uh you know at the same time part of that growth investment was on product uh and cloud ops and we're seeing the benefits of that as well and and uh you know in our in our renewals numbers And, you know, you put those two together and we're seeing, you know, again, two quarters in a row of positive core net ARR. Now, you know, I realize that's only the beginning, but it's, you know, we're feeling good about Q3 in the second half of the year. And that should set us up to attack our 3% core organic growth target next year. And again, exiting the year at $60 million. of adjusted EBITDA run rate with, you know, a goal to get to the mid 60 millions next year. So, you know, if this business troughed at sort of a core organic growth rate of negative one or negative two and 55 million of EBITDA, we see now we've made that turn and we're going to get this thing back to at least low single digits next year with mid 60 millions having made the turn And then, of course, we want to take it higher, you know, from there.

Thank you.

Our next question comes from the line of Jeff Henry from Craig Hogan. Please go ahead.

Hey, good evening, guys. Thanks for taking my questions. This is Daniel on for Jeff. Starting off, just on the sunset assets, you know, you guys do a great job of getting the 10Q out promptly. It looks like there's about 8.5 million assets still sunset assets, just thoughts on the pace of roll off of that and how we should expect that to unfold. It looks like year over year that's down maybe about 5 million. Should we expect sort of on absolute value basis, roughly a similar pace of roll off or just how should we be modeling that?

Yeah, Daniel, this is Mike. So just from a modeling standpoint, I think this is going to be very consistent with what we've said in the past. We've got about $30 million of sunset asset revenue here in calendar 2024. Next year, 2025, that's going to decline to about half, call it, you know, 17 million or so next year. And then in 2026, it'll half again down to somewhere around 8 million, 8, 9 million. So that's sort of the pace of the runoff.

Thanks. And then any thoughts on, especially as, you know, at points of being considering M&A, just what the strategy is for tackling the debt balance and as we you get incrementally closer to 26, just how you envision the path toward refinancing.

Yeah, this is Jack. So we anticipate doing a refinancing in the first half of 2025. So that's the plan, and we'll execute against it then.

Thanks for that. And then just last for me, Just digging down sort of to the product level, as you look through the product portfolio, any particular product pockets to be calling out in terms of particular strength or weakness?

Well, you know, a number of products where we saw some highlights in Q2. One is Altify, which is the B2B sales enablement solution I mentioned earlier. Saw some good chunky deals there. BAI, which is our AI-powered enterprise search solution, where we've got a growing partnership with Microsoft, where our connectors are used as a part of enterprise cognitive AI for Azure implementations. We're seeing some nice momentum there. We remain... uh, positive on our, uh, right answers and pan Viva, uh, knowledge solutions, which have application in, uh, contact centers and also, uh, web-based self-service, uh, applications in both, uh, in a variety of industries, including a lot of highly regulated, uh, industries. So, uh, continuing to see, uh, uh, positive, uh, results there. We're seeing a nice turnaround in mobile commons, which, again, still early, but that is our mobile text messaging solution. So, you know, when we look at, you know, our key growing products, the work that we've put in over the last year and a half in terms of product investment, cloud investment, positioning these products appropriately getting them into the stream of commerce by upgrading our organic search efforts you know for a lot of these products a year and a half ago our search rankings were not first page and now we've got pretty much all first page rankings we've got you know 18 number one rankings and double that number top five rankings so You know, and I mentioned, you know, where we are with G2, still a ton of work to be done, but those badges are a part of, you know, the recognition. Also increasing the number of reviews out there. These are good products. We have not done a good enough job marketing and selling them. That's one of the reasons we brought in the HCGC investment a couple years ago. Focus the product portfolio. and committed to this $20 million, $19 million a year growth investment. So we've been hard at it, and we're starting to see the results of it. Obviously, we're learning month by month, quarter by quarter, making tweaks. There are things we can be doing better. We're also seeing opportunities to toggle up investment in some areas, toggle down investment in others. But that's the basic take on the products where we're seeing success.

uh and uh again we you know we feel good about where we're positioned but you know we just need to execute quarter by quarter thanks for that jack and then just one last for me for for mike just on gross margins can you help us sort of cut through you know as the business is sort of transitioning out of the the sunset assets hard to tell the trajectory on on gross margins was let's see 72%, Q4, 23, up to 75, down to 73. It's hard to read the trajectory there. What should we be modeling there?

Yeah, I think over time, Daniel, the margins will gradually improve a little bit as those sunset assets decline. Those are generally lower margin products, even gross margins. So now I'm not talking about a lot, but sort of tens of basis points kind of improvement over time, gradual.

Okay, that's helpful. That's it for me. Thanks, guys.

Our next question comes from the line of Alex Sklar from Raymond James. Please go ahead.

Hi, thanks for taking the question. This is John for Alex. Jack, I'm curious maybe if you could comment on sales cycles you're seeing in the market. Some companies lately have been calling out elongated sales cycles.

Just curious if you could speak to what you're seeing and maybe how that's trended over the last 90 days. And I have a few follow-ups.

yeah you know um we have not seen a lengthening of sales cycles now you know maybe uh we're idiosyncratic in that regard because we've really started ramping up our marketing effort efforts over the last uh 18 months but gosh if anything we saw a couple of $250,000 ARR deals marketing source that, you know, were sourced and closed in quarter. So, you know, for the right AI-powered solutions in the marketplace, we're seeing, you know, we're seeing demand, not seeing a lengthening now. You know, you ask me next quarter, maybe we'll have a different result, but we didn't see that in Q2. That's helpful there, and that leads into my next question. on the major account expansions, which were up nicely sequentially in year-over-year. I know you mentioned some during the pair of remarks, but just any commentary on what's driving the success there, commonality, maybe geographically, and how we should think about the trajectory of that metric. Do you expect we've kind of hit a near-term trough here? You're talking about in – I just want to make sure I understand the question. You're talking about – I mean, I was specifically talking about major – Yeah, the major account expansion that you guys called out there. Yeah, you know, part of this effort, our growth effort, was bringing in new CS leadership. So, you know, we brought in a team from Infor, our chief revenue officer, chief sales officer, and chief customer success officer. And we've deployed a new tech stack in CS. You know, we've been investing in enablement of our customer success teams and really moving from being reactive to being proactive partners with our customers, driving value. Again, we are early in that process, but the level of rigor and discipline in that function is a step change up from where it was a year ago. And so, you know, I'm I'm optimistic that we're going to see both improved GDRR as well as improved NDRR. You know, NDRR over the last year is up, Mike, keep me in check here, I think about 100 basis points.

Yep.

Right. And so, you know, and so I think we're running now at 96 percent or at least that was the tick mark that was disclosed uh year end uh 23. um so the goal is to you know improve that another couple 300 basis points over the next couple three years and i i think we're on our way to doing that again we are early in that process a lot of work uh yet to be done uh expansions have been a disproportionate share of bookings for us over the past couple of years. I expect the share of bookings comprised by expansions to decline as new logo activity increases, right? Because all of this investment that we've been making in pipeline generation has been new logo opportunities. And there's also work we're doing around customer marketing. And frankly, directing more of our sales capability at the existing customer base to supplement the efforts of our customer success teams and to drive larger expansion opportunities. Because, you know, there's value we can be bringing to our customer base. I think we're leaving on the table today. So it's a core part of our growth plan. And thus far, the signs look good. But, you know, again, still lots of work to do. Okay, thank you. That's helpful. And then just the last one for me. I realize there's moving pieces internally that you've been talking about here, but just any commentary you can share on the acquisition pipeline going forward. I think last quarter you mentioned you're always looking. Just curious what you're seeing from private multiples and how we should think about M&A as we move forward in the bottle. Private multiples remain high. I see our focus, and we will stay in the market and continue to monitor opportunities and to be opportunistic but we are focused on driving organic growth that's how we're going to create value over the next couple of years here we're also focused on margin expansion and then of course you know generating cash flow and continuing to pay down debt So that's, you know, as we look out over the next 12 months, that's really the core, 12 to 24 months, that's really the core focus. But of course, we always keep our eyes open. And I have not, you know, I just have not seen any kind of screaming opportunities out there. I just think those private market multiples have been, have remained too high, at least for us, based on where our stock's trading today. Just hard to make a case for it.

helpful color there. Thank you so much.

And as a reminder, if you would like to ask a question, please press star one. Our next question comes from the line of David Hines from Comicorgenuity. Please go ahead.

Hey, guys. This is Dan Reganon for DJ. Maybe one for Jack to start. So you guys are seeing some nice returns from your sales and marketing investments across areas like search intent, SDR capacity. So clearly you guys are positioned to have, you know, that nice even a glide path from here. But I'm wondering how you're thinking about the pace of sales and marketing investments from here. And then also just any thoughts around the productivity of these investments as they continue to ramp.

So I think, you know, we are we are fully invested. in terms of execution of the plan we originally laid out so you'll recall it was a 19 million dollar annual investment 5 million of that was on the product side and a lot of that had to do with a chunk of that had to do with standing up our indian center of excellence uh where we've gone you know from zero to 150 developers uh and and opportunity to grow that further uh super efficient development pause that we're able to put in place there. Then you had a $14 million spend on sales and marketing, and that has been, you know, fully deployed. There, as we move forward there, we don't see a need to increase that investment. In fact, we are seeing opportunities to, you know, better target the money we're spending You know, we've got all the systems in place. We've got the processes in place. Now it's about tuning it. Many of these motions, you think about organic search, for example, it costs more to get those rankings in place than it does to maintain them. So, you know, the intent data that we are accessing now, the, you know, the forward roll you start to get on positive reviews, getting your content out in the market. So a lot of those things have been done. And I think those motions, frankly, will get more efficient through time. And that's one of the reasons why we're starting already to see some margin enhancement. And I think you'll continue to see that in the next year, again, where we're targeting mid-60s. And then we'll be targeting something with a seven handle on it for 2026. Again, all organic. Gotcha. Awesome.

And then you highlighted chunkier deals and larger ARR lands for core products. Can you talk a little bit about what the average deal size increase is looking like and where you're seeing the most traction?

Yeah.

So if you look at our business, 1,800 Enterprise customers drive more than 90% of our revenue, and the average ARR across those customers is $150,000. Now, you know, sometimes you go right in with a chunky opportunity that's in that size range or bigger. Sometimes you're starting with a $25,000 or $50,000 kind of land and expand opportunity. Over the last couple of years, not to put too fine a point on it, but we were just seeing more of the small stuff. And what we're seeing now, and again, I want to emphasize it's early, but the investment in product marketing, the investment in demand gen, the new sales leadership that we've got, getting tools in the hands of some of the great salespeople we've always had on board, and then adding new sales talent kind of getting our mojo back a little bit on going after bigger opportunities. And the investment we've done on the product side, Dan Doman's team has done a tremendous job over the past couple, three years, getting us set up for this. So addressing any stability issues, addressing product feature issues, getting us to where we needed to be, seeing the opportunity around AI and starting these efforts well over a year ago so that For products like RightAnswers, we were able to really be the first contact center platform out there, one of the first, to bring to market a chat GPT integration. So that's what we're starting to see, starting to see some of those chunkier deals. And again, it's going to be quarter by quarter, but we're optimistic.

Awesome. And then just as a final one, circling back to the customer expansion discussion and kind of building off of comments that you just made here. You know, what does the current growth mix look like between expansion revenue and net new revenue today? And then, you know, with the progress that you're making with all of those sales and marketing investments, you know, where do you expect that this mix will go over the next few years?

Yeah, I would say at the trough for us a couple of years ago, you were looking at, you know, 70% expansion. 30% new. The kind of more historical average for this business has been 50-50, which is, you know, where it should be running and, you know, where it's sort of getting back to now. But with the investment we're making, I would see it going to more 60-40, 60 new, 40 expansion. And, you know, that will, I don't know that that will be a this year statement. It's probably more of a next year statement.

That's roughly where I see it. Awesome. All right. Well, thank you. Appreciate it. Thank you.

At this time, there are no more questions in the queue, so I'll turn it back over to Jack McDonald for closing remarks.

Okay. Just want to thank everyone for their time today, and we will see you on our next quarterly earnings call. Thank you so much.

And that does conclude today's presentation. Have a pleasant day.