EX-99.1 2 q223991earningsrelease.htm EX-99.1 Document

EXHIBIT 99.1

Upland Software Reports Second Quarter 2023 Financial Results

August 3, 2023, 04:01 PM Eastern Standard Time
AUSTIN, Texas--(BUSINESS WIRE)-- Upland Software, Inc. (Nasdaq: UPLD), a leader in cloud-based tools for digital transformation, today announced financial and operating results for the second quarter 2023 and issued guidance for its third quarter and full year of 2023.

Second Quarter 2023 Financial Highlights

•Total revenue was $74.5 million, a decrease of 7% from $80.2 million in the second quarter of 2022.
•Subscription and support revenue was $70.5 million, a decrease of 6% from $75.0 million in the second quarter of 2022.
•GAAP net loss was $15.1 million compared to a GAAP net loss of $16.4 million in the second quarter of 2022. GAAP net loss attributable to common stockholders was $16.5 million compared to GAAP net loss attributable to common stockholders of $16.4 million in the second quarter of 2022. GAAP net loss per share attributable to common stockholders was $0.51 per share, compared to a GAAP net loss per share attributable to common stockholders of $0.52 per share in the second quarter of 2022.
•Adjusted EBITDA was $16.6 million, or 22% of total revenue, compared to $24.5 million, or 31% of total revenue, in the second quarter of 2022.
•GAAP operating cash flow was $7.0 million, compared to GAAP operating cash flow of $14.0 million in the second quarter of 2022. Free cash flow was $6.7 million, compared to free cash flow of $13.9 million in the second quarter of 2022.
•Cash on hand as of the end of the second quarter of 2023 was $262.6 million.

"In Q2, we beat our revenue and Adjusted EBITDA guidance midpoints and free cash flow came in as expected," said Jack McDonald, Upland's chairman and chief executive officer. "We also added another 20 new major customers and announced a host of new product innovations," he added. "It's still early, but as noted, we are making progress on our new growth plan and remain focused on building shareholder value over time.”

Second Quarter Business Highlights

•We expanded relationships with 313 existing customers, 32 of which were major expansions. We also welcomed 155 new customers to Upland in the second quarter, including 20 new major customers.
•This quarter was busy for our sales enablement product, Altify. Starting with a webinar that featured Forrester, which covered best practices for B2B enterprise sales. Followed by the launch of the new Altify book, Not Just Another Vendor, which is a collection of real experiences and best practices from outstanding sales leaders who have used account planning to multiply pipeline and grow revenue.
•Two of Upland’s products were listed among notable vendors in recent Forrester landscape reports. Upland Altify was included in The Account-Based Selling Technologies Landscape, Q2 2023 report, and Upland Kapost was also included in The Content Engagement Solutions Landscape, Q2 2023 report.


•Qvidian announced its latest release, which focused on optimizing the user experience with a revamped content library that aims to help customers increase productivity, shorten sales cycles, and accelerate win rates.
•In June, Upland was awarded HP’s Global Partner Excellence Award for our continued efforts in providing HP customers with flexible, dynamic product solutions that enable modern document lifecycles for their businesses and that align with their unique requirements.

Business Outlook

The revised guidance below reflects the significant incremental sales, marketing and product investments that Upland is making as part of its comprehensive growth plan.

For the quarter ending September 30, 2023, Upland expects reported total revenue to be between $70.4 and $76.4 million, including subscription and support revenue between $65.5 and $70.5 million, for a decline in total revenue of 8% at the mid-point over the quarter-ended September 30, 2022. Third quarter 2023 Adjusted EBITDA is expected to be between $14.5 and $17.5 million, for an Adjusted EBITDA margin of 22% at the mid-point. This Adjusted EBITDA guide at the mid-point is a decrease of 36% from the quarter-ended September 30, 2022.

For the full year ending December 31, 2023, Upland expects reported total revenue to be between $292.1 and $304.1 million, including subscription and support revenue between $274.0 and $284.0 million, for a decline in total revenue of 6% at the mid-point over the year ended December 31, 2022. Full year 2023 Adjusted EBITDA is expected to be between $63.2 and $69.2 million, for an Adjusted EBITDA margin of 22% at the mid-point. This Adjusted EBITDA guide at the midpoint is a decrease of 32% over the year ended December 31, 2022.

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 1-888-800-8770 in North America or +1-646-307-1953 if outside North America, international rates apply. Attendees will need to use access code 6485253 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 helps global businesses accelerate digital transformation with a powerful cloud software library that provides choice, flexibility, and value. Our growing library of products delivers the "last mile" plug-in processes, reporting, and job specific workflows that major cloud platforms and homegrown systems don’t provide. We focus on specific business challenges and support every corner of the organization, operating at scale and delivering quick time to value for our ~1,800 enterprise customers. To learn more, visit 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 net income (loss) from discontinued operations, depreciation and amortization expense, interest expense, net, other expense (income), net, provision 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.

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 and our ability to consummate and integrate acquisitions; our ability to expand our go to market operations, including our marketing and sales organization, and successfully increase sales of our products; our ability to obtain financing in the future on acceptable terms or at all; our expectations with respect to revenue, cost of revenue and operating expenses in future periods; our expectations with regard to revenue from perpetual licenses 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; 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; the risk that we did not consider another contingency included in this list; our expectations as to the payment of dividends; the potential elimination or limitation of tax incentives or tax losses and/or reductions of U.S. federal net operating losses; 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.

###

Investor Relations Contact:
Mike Hill
investor-relations@uplandsoftware.com
512-960-1031

Media Contact:
Kendell Kelton
media@uplandsoftware.com 
678-575-7428



Upland Software, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)

 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
(unaudited)(unaudited)(unaudited)(unaudited)
Revenue:
Subscription and support$70,494 $75,017 $143,408 $148,644 
Perpetual license1,252 1,858 2,823 3,636 
Total product revenue71,746 76,875 146,231 152,280 
Professional services2,751 3,352 5,322 6,663 
Total revenue74,497 80,227 151,553 158,943 
Cost of revenue:
Subscription and support22,073 24,125 45,558 46,194 
Professional services and other2,105 2,428 4,156 5,114 
Total cost of revenue24,178 26,553 49,714 51,308 
Gross profit50,319 53,674 101,839 107,635 
Operating expenses:
Sales and marketing15,755 15,331 30,044 30,924 
Research and development12,443 11,676 24,973 23,743 
General and administrative15,583 21,828 32,772 41,442 
Depreciation and amortization14,853 10,802 29,947 21,853 
Acquisition-related expenses1,072 4,925 2,166 15,338 
Impairment of goodwill— — 128,755 — 
Total operating expenses59,706 64,562 248,657 133,300 
Loss from operations(9,387)(10,888)(146,818)(25,665)
Other expense:
Interest expense, net(5,376)(7,754)(10,837)(15,516)
Other income (expense), net(617)1,777 808 1,359 
Total other expense (5,993)(5,977)(10,029)(14,157)
Loss before benefit from income taxes(15,380)(16,865)(156,847)(39,822)
Benefit from income taxes233 472 1,655 598 
Net loss$(15,147)$(16,393)$(155,192)$(39,224)
Preferred stock dividends (1,329)— (2,644)— 
Net loss attributable to common stockholders$(16,476)$(16,393)$(157,836)$(39,224)
Net income (loss) per common share:
Net loss per common share, basic and diluted$(0.51)$(0.52)$(4.88)$(1.25)
Weighted-average common shares outstanding, basic and diluted32,473,872 31,380,505 32,367,084 31,272,489 



Upland Software, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
June 30,December 31,
20232022
 (unaudited)
ASSETS
Current assets:
Cash and cash equivalents$262,556 $248,653 
Accounts receivable, net of allowance34,434 47,594 
Deferred commissions, current10,697 10,961 
Unbilled receivables3,615 5,313 
Prepaid expenses and other current assets12,167 8,774 
Total current assets323,469 321,295 
Tax credits receivable1,977 2,411 
Property and equipment, net1,674 1,830 
Operating lease right-of-use asset3,676 5,719 
Intangible assets, net215,946 248,851 
Goodwill352,571 477,043 
Deferred commissions, noncurrent13,611 13,794 
Interest rate swap assets40,919 41,168 
Other assets2,135 1,348 
Total assets$955,978 $1,113,459 
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$13,797 $14,939 
Accrued compensation7,535 7,393 
Accrued expenses and other current liabilities7,395 10,644 
Deferred revenue102,291 106,465 
Liabilities due to sellers of businesses— 5,429 
Operating lease liabilities, current2,243 3,205 
Current maturities of notes payable3,094 3,136 
Total current liabilities136,355 151,211 
Notes payable, less current maturities510,163 511,847 
Deferred revenue, noncurrent3,637 4,707 
Operating lease liabilities, noncurrent3,213 4,947 
Noncurrent deferred tax liability, net18,610 18,416 
Other long-term liabilities1,281 1,170 
Total liabilities673,259 692,298 
Series A Convertible Preferred stock114,935 112,291 
Stockholders’ equity:
Common stock
3 3 
Additional paid-in capital616,556 606,755 
Accumulated other comprehensive loss15,415 11,110 
Accumulated deficit(464,190)(308,998)
Total stockholders’ equity167,784 308,870 
Total liabilities, convertible preferred stock and stockholders’ equity$955,978 $1,113,459 



Upland Software, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)

 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
 (unaudited)(unaudited)(unaudited)(unaudited)
Operating activities
Net loss$(15,147)$(16,393)$(155,192)$(39,224)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization18,283 13,931 36,784 28,193 
Change in fair value of liabilities due to sellers of businesses— — — (75)
Deferred income taxes(699)(1,066)(2,674)(2,407)
Amortization of deferred costs3,315 2,987 6,667 5,883 
Foreign currency re-measurement loss(23)3 (882)3 
Non-cash interest and other expense579 560 1,152 1,115 
Non-cash stock compensation expense6,370 14,877 12,832 26,496 
Non-cash loss on impairment of goodwill— — 128,755 — 
Non-cash loss on retirement of fixed assets34 — 34 — 
Changes in operating assets and liabilities, net of purchase business combinations:
Accounts receivable6,222 12,905 13,212 22,087 
Prepaid expenses and other current assets(1,679)(6,384)(6,524)(4,597)
Accounts payable(1,033)3,247 (1,217)(898)
Accrued expenses and other liabilities(3,247)(364)(4,106)(5,154)
Deferred revenue(5,953)(10,265)(5,994)(9,162)
Net cash provided by operating activities7,022 14,038 22,847 22,260 
Investing activities
Purchase of property and equipment(289)(121)(504)(297)
Purchase business combinations, net of cash acquired— (23)— (62,356)
Net cash used in investing activities(289)(144)(504)(62,653)
Financing activities
Payments of debt costs(47)(17)(177)(20)
Payments on notes payable(1,350)(1,350)(2,700)(2,700)
Taxes paid related to net share settlement of equity awards(153)(435)(388)(982)
Issuance of common stock, net of issuance costs1 — 1 182 
Additional consideration paid to sellers of businesses(484)(595)(5,550)(3,088)
Net cash used in financing activities(2,033)(2,397)(8,814)(6,608)
Effect of exchange rate fluctuations on cash136 (3,656)374 (3,873)
Change in cash and cash equivalents4,836 7,841 13,903 (50,874)
Cash and cash equivalents, beginning of period257,720 130,443 248,653 189,158 
Cash and cash equivalents, end of period$262,556 $138,284 $262,556 $138,284 
Supplemental disclosures of cash flow information:
Cash paid for interest, net of interest rate swaps$7,292 $7,267 $14,426 $14,474 
Cash paid for taxes$2,465 $1,644 $4,972 $2,416 
Non-cash investing and financing activities:
Business combination consideration including holdbacks and earnouts$— $— $— $7,820 




Upland Software, Inc.
Reconciliation of Adjusted EBITDA
(in thousands, unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Reconciliation of net loss to Adjusted EBITDA:
Net loss$(15,147)$(16,393)$(155,192)$(39,224)
Add:
Depreciation and amortization expense18,283 13,931 36,784 28,193 
Interest expense, net5,376 7,754 10,837 15,516 
Other expense (income), net617 (1,777)(808)(1,359)
Benefit from income taxes(233)(472)(1,655)(598)
Stock-based compensation expense6,370 14,877 12,832 26,496 
Acquisition-related expense1,072 4,925 2,166 15,338 
Non-recurring litigation costs158 — 158 — 
Purchase accounting deferred revenue discount131 1,663 351 3,592 
Impairment of goodwill— — 128,755 — 
Adjusted EBITDA$16,627 $24,508 $34,228 $47,954 


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 June 30,Six Months Ended June 30,
2023202220232022
Reconciliation of net loss to non-GAAP net income:
Net loss$(15,147)$(16,393)$(155,192)$(39,224)
Add:
Stock-based compensation expense6,370 14,877 12,832 26,496 
Amortization of purchased intangibles17,973 13,536 36,143 27,361 
Amortization of debt discount579 560 1,152 1,115 
Acquisition-related expense1,072 4,925 2,166 15,338 
Nonrecurring litigation expense158 — 158 — 
Purchase accounting deferred revenue discount131 1,663 351 3,592 
Impairment of goodwill— — 128,755 — 
Tax effect of adjustments above(2,552)(1,939)(6,805)(4,542)
Non-GAAP net income$8,584 $17,229 $19,560 $30,136 
Weighted average ordinary shares outstanding, basic32,473,872 31,380,505 32,367,084 31,272,489 
Weighted average ordinary shares outstanding, diluted39,227,072 31,547,552 39,086,906 31,456,240 
Non-GAAP earnings per share, basic$0.26 $0.55 $0.60 $0.96 
Non-GAAP earnings per share, diluted$0.22 $0.55 $0.50 $0.96 






Upland Software, Inc.
Reconciliation of Operating Cash Flow to Free Cash Flow
(in thousands, unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Reconciliation of operating cash flow to Free Cash Flow:
Net cash provided by operating activities$7,022 $14,038 $22,847 $22,260 
Less: Purchase of property and equipment(289)(121)(504)(297)
Free Cash Flow$6,733 $13,917 $22,343 $21,963 

Upland Software, Inc.
Supplemental Financial Information
(in thousands, unaudited)

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Stock-based compensation:
Cost of revenue$301 $575 $604 $977 
Research and development648 658 1,303 1,406 
Sales and marketing558 1,498 1,134 2,972 
General and administrative4,863 12,146 9,791 21,141 
Total$6,370 $14,877 $12,832 $26,496 

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Depreciation:
Cost of revenue$2 $2 $5 $4 
Operating expense308 393 636 828 
Total$310 $395 $641 $832 
Amortization:
Cost of revenue$3,428 $3,127 $6,832 $6,336 
Operating expense14,545 10,409 29,311 21,025 
Total$17,973 $13,536 $36,143 $27,361