Upland Software - Earnings Call - Q4 2024

Executive Summary

• Q4 2024 revenue was $68.0M (-6% YoY), subscription and support revenue was $64.3M (-6% YoY), and adjusted EBITDA was $14.9M (22% margin); GAAP net loss per share was -$0.18, with free cash flow of $9.0M.
• Management said Q4 beat the recurring revenue guidance midpoint and met the adjusted EBITDA guidance midpoint, and highlighted traction in AI-enabled products and sequential EBITDA growth through 2024.
• 2025 guidance introduced: revenue $231.5–$255.5M (midpoint implies -11% YoY), adjusted EBITDA $53.5–$65.5M (24% margin midpoint, +7% YoY); Q1 2025 guidance revenue $59.0–$65.0M and adjusted EBITDA $11.2–$14.2M (20% margin midpoint).
• Subsequent to year-end, Upland divested two non-strategic underperforming product lines, lowering 2025 revenue guidance by ~$18M with no material impact on adjusted EBITDA; the company paid down ~$$33M debt YTD 2025 (on top of $188.4M in 2024) and plans to refinance in 2H 2025 while enjoying a 5.4% effective hedged rate on most debt.

What Went Well and What Went Wrong

What Went Well

• Beat recurring revenue guidance midpoint and met adjusted EBITDA guidance midpoint, with adjusted EBITDA up sequentially each quarter of 2024 (Q1 $13.1M, Q2 $13.6M, Q3 $14.0M, Q4 $14.9M); “we beat our Recurring Revenue guidance midpoint and met our Adjusted EBITDA guidance midpoint” — Jack McDonald.
• Strong AI momentum: AI-enabled 80% of core content/knowledge products; notable Qvidian AI Assist $500K ARR deal; BA Insight platform connects LLMs to >90 enterprise data sources; Panviva Sidekick launched for AI-driven agent assistance.
• Free cash flow improved to $9.0M in Q4 and $23.4M for 2024 despite prior-year one-time swap-related cash benefit; management targets $20–$25M FCF in 2025.

What Went Wrong

• Top-line continued to decline due to planned runoff of “Sunset Assets” and divestitures; 2025 guidance midpoint implies -11% YoY revenue, with Q1 2025 midpoint -12% YoY vs prior year.
• GAAP results remained negative: Q4 GAAP net loss was $3.4M (EPS -$0.18) and FY 2024 GAAP net loss was $112.7M, driven by goodwill impairment and other charges earlier in the year.
• Guidance range remained wide given lumpy perpetual license/professional services revenue; Q1 2025 was specifically cited as burdened by U.S. payroll tax seasonality and lingering divestiture-related costs.

Transcript

Operator (participant)

Thank you for standing by, and welcome to the Upland Software Fourth Quarter 2024 earnings call. At this time, all participants are in listen-only mode. Later, we will conduct a question-and-answer session, and instructions for that will be given at that time. The conference call will be recorded and simultaneously webcast at investor.uplandsoftware.com, and a replay will be available there for 12 months. By now, everyone should have access to the Fourth Quarter 2024 earnings release, which was distributed today at 9:05 A.M. Eastern Time. If you have not received the release, it's available on Upland's website. I would now like to turn the call over to Jack McDonald, Chairman and CEO of Upland Software. Please go ahead, sir.

Jack McDonald (Chairman and CEO)

All right. Thank you, and welcome to our Q4 2024 earnings call. I'm joined today by Mike Hill, our CFO. I'll start the call with some review of Q4, and Mike's going to provide some additional detail on those numbers, and he'll also go through our guidance for Q1 and for the full year 2025. After that, we'll open the call up for Q&A, but before we get started, Mike will read the Safe Harbor Statement.

Mike Hill (CFO)

All right. Thank you, Jack. During today's call, we will include statements that, based on our views and assumptions as of today, are considered forward-looking within the meanings of the securities laws. A detailed discussion of risks and uncertainties associated with such statements is contained in our periodic reports filed with the SEC. 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. Please see our earnings release for information on the non-GAAP financial measures that we will discuss on this call. Our earnings release also contains reconciliations of these non-GAAP measures to their most comparable GAAP financial measures, except for any forward-looking non-GAAP financial measures, because the information needed to complete a reconciliation is unavailable at this time without unreasonable effort.

With that, I'll turn the call back over to Jack.

Jack McDonald (Chairman and CEO)

All right. Thanks, Mike. So the headlines: we had a good Q4. We beat on recurring revenue, and we met our adjusted EBITDA guidance midpoint. Our core organic growth in Q4 was flat, but we are seeing some positive growth momentum, and we are guiding to 2.5% core organic growth here in 2025. In addition to that, adjusted EBITDA margins are increasing in 2025 by 400 basis points. We are seeing some progress both in terms of growth and in terms of margins. Our net dollar retention rate was 96% at the end of 2024, an improvement from 95% in the prior year, and we are targeting continued improvement for 2025. Q4 adjusted EBITDA was $14.9 million, which was up sequentially from Q3 and continued our growth in each quarter in 2024.

Q4 free cash flow came in stronger than expected at $9 million, which brought our full year 2024 free cash flow to $23.4 million. We welcomed 110 new customers to Upland in Q4, which includes 21 new major customers, and we expanded relationships with 291 existing customers, including 42 major expansions. On the product front in Q4, I'd note that we earned 76 badges in the G2 Winter 2025 market reports, which was up from the prior year. RightAnswers and Panviva continued to earn many badges. BA Insight and Qvidian also received notable recognitions along with other Upland AI-powered solutions. Upland InterFAX has expanded its partnership with Konica Minolta Business Solutions, which is a global leader in workplace technology, and this strengthened partnership positions InterFAX as a go-to cloud fax solution for Konica Minolta's extensive multi-channel customer base across North America.

Upland was also recognized in the IDC MarketScape: Worldwide Digital Fax 2024 Vendor Assessment and also was named in the IDC Market Glance: Knowledge Management report in the fourth quarter. Upland is dedicated to delivering AI-enabled solutions to improve knowledge sharing and improve business outcomes. Subsequent to year-end, we divested two non-strategic underperforming product lines. Those divestitures lowered our 2025 revenue guide by about $18 million but had no adjusted EBITDA impact. These were not products that were generating margin for us. These divestitures further simplify and focus our business on our best growth products. They reduce our execution risk and improve our core organic growth rate. With the proceeds from those sales, as well as free cash flow and cash on hand, we've paid down debt by $33 million to date here in 2025.

Now, that's in addition to $189 million in debt paydowns that we made in 2024. Mike will talk about this in more detail with the guidance, but our 2025 outlook at the midpoint equates to approximately 2.5% core organic growth, and we are targeting higher, looking to exit 2025 closer to mid-single digits core organic growth. It's a good turnaround. The 2.5% is from our 2024 average quarterly growth rate of negative 1%. So 350 basis point improvement. As I mentioned earlier, our adjusted EBITDA margins are also moving up in 2025. They'll be going from 20% adjusted EBITDA margins in 2024 to 24% adjusted EBITDA margins in 2025. We've made an important turn in the business. Core organic growth rate turning positive, retention rates improving, adjusted EBITDA, and adjusted EBITDA margins are growing. With that, let me turn the call back over to Mike.

Mike Hill (CFO)

Thank you, Jack. I think Jack covered most of the points on the financials in the quarter, so I'll just make a few points, additional comments here. For the Q4 income statement, revenues were generally as expected, and gross margins stayed constant for the quarter. Adjusted EBITDA margin improved to 22% in Q4, up from 19% in Q4 of 2023. As you can see, adjusted EBITDA grew sequentially across 2024, starting with $13.1 million in Q1, $13.6 million in Q2, $14 million in Q3, and, as Jack said, $14.9 million in Q4. For the fourth quarter of 2024, GAAP operating cash flow was $9.3 million, and free cash flow was $9 million, bringing our full year 2024 free cash flow to $23.4 million.

Now, as a reminder, our GAAP operating cash flow and free cash flow in the prior year, 2023, was benefited by the $20.5 million one-time cash gain from the sale of half of our interest rate swaps. Now, I'll also note that we are targeting full year 2025 free cash flow in the range of $20 million-$25 million. On the balance sheet, after about $33 million of additional paydowns year to date in 2025, our gross debt currently sits at about $261 million, almost all of which is hedged to effectively lock the interest rate at 5.4%. Cash flow permitting, we plan to continue paying down debt by up to $2 million per month. As we discussed on past calls, our outlook for 2025 continues to reflect the previously announced runoff of sunset asset revenue, causing our top line to continue to decline.

That said, our core organic revenue growth outlook is projected to improve to approximately 2.5% growth in 2025. As mentioned, subsequent to year-end, we divested two small non-strategic product lines. These divestitures lowered our 2024 guide by approximately $18 million, but are projected to have no material impact on our 2025 adjusted EBITDA. For the quarter ending March 31, 2025, we expect reported total revenue to be between $59 million-$65 million, including subscription and support revenue between $56.4 million-$61.4 million, for a decline in total revenue of 12% at the midpoint from the quarter ended March 31, 2024. First quarter 2025 adjusted EBITDA is expected to be between $11.2 million-$14.2 million for an adjusted EBITDA margin of 20% at the midpoint. This adjusted EBITDA guidance at the midpoint is a decrease of 3% from the quarter ended March 31, 2024.

Now, I will note that the first calendar quarter of the year is always more heavily burdened by U.S. payroll taxes compared to quarters later in the calendar year, as well as this first quarter of 2025 was burdened additionally by continued costs related to those divested assets, where those costs would have been removed earlier had we not divested them. For the full year ending December 31, 2025, we expect reported total revenue to be between $231.5 million and $255.5 million, including subscription and support revenue between $218 million and $238 million, for a decline in total revenue of 11% at the midpoint for the year ended December 31, 2024. This guidance at the midpoint reflects core organic revenue growth of 2.5% for 2025. Full year 2025 adjusted EBITDA is expected to be between $53.5 million and $65.5 million for an adjusted EBITDA margin of 24% at the midpoint.

The adjusted EBITDA guide at the midpoint is an increase of 7% from the year ended December 31, 2024. With that, I'll turn the call back over to Jack.

Jack McDonald (Chairman and CEO)

All right. Thanks, Mike. We are now ready to open the call up for Q&A.

Operator (participant)

If you would like to ask a question during this time, simply press star, followed by the number one on your telephone keypad. Again, to ask a question, press star, followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. Thank you. We will pause for just a moment to compile the Q&A roster. Your first question comes from the line of DJ Hynes with Canaccord. Please go ahead.

DJ Hynes (Analyst)

Hey, guys. Nice to see the improving organic growth outlook. Good work there. Jack, it looks like the two products where you're getting the most accolades are RightAnswers and BA Insight. Obviously, knowledge management and enterprise search are pretty foundational to any AI strategy, which makes me think there may be an underappreciated AI story at Upland. Can you just talk a little bit about that and maybe highlight some of the key use cases you're seeing?

Jack McDonald (Chairman and CEO)

Yeah, absolutely. Over the past couple of years, we invested in building a center of excellence in India, and we have used that development capacity, as well as the rest of our both domestic and international teams, to make a significant investment in products. We have AI-enabled 80% of our core content and knowledge management product portfolio. If you look at products like BA Insight, we see a very attractive—there's always been a strong enterprise search use case for BA Insight, which is now AI-enabled. BA Insight itself is an AI enablement platform that connects enterprise LLMs to proprietary enterprise data sources because that platform, BA Insight, has over 90 enterprise connectors that solve the last-mile problem for enterprises that are looking to implement enterprise AI strategies. A lot of excitement there around AI. Panviva.

We recently announced Panviva Sidekick, which is an AI-driven agent assistant which helps contact center agents deliver real-time contextual knowledge to customer service reps. Qvidian. We have rolled out AI Assist, which is an AI-powered tool for automating RFP and proposal responses. That integrates with both OpenAI and with IBM Watson. We are starting to see, as you look at it, some pretty substantial sales opportunities around those products. In Q4, for example, for Qvidian, for that AI Assist product, we had a $500,000 ARR sale to a major technology company, rolling that out as their of record knowledge management and RFP proposal automation platform. Really starting to see some traction there. Of course, RightAnswers as well with our integration with OpenAI's ChatGPT to enhance search and automate content creation and streamline customer content.

Seeing it across the board, we believe it's going to be the foundation for our growth. Obviously, the 2.5% is a beginning. We're looking to go a lot higher than that through time. I think you're spot on. Our AI strategy is going to be central to getting our growth rate up over the next couple of three years.

DJ Hynes (Analyst)

Yeah. Perfect. That's helpful color. Mike, maybe a follow-up for you. Just where are we in the asset unwind strategy? How much recurring revenue do you think there still is left to come out of the model? Maybe a follow-up to that, the $18 million that was divested this year, what were the net proceeds to Upland for those businesses?

Jack McDonald (Chairman and CEO)

Yeah. The sale prices were about $10 million. As far as the decline in the sunset asset revenues, we went from about $32 million last year. In 2024, it will be about $14 million. This year in 2025, and then looking at 2026, it is probably down to around $6 million or so.

DJ Hynes (Analyst)

Okay. All right. Perfect. Awesome. All right. I'll hop back in the queue. Thank you, guys.

Jack McDonald (Chairman and CEO)

Thank you.

Operator (participant)

Your next question comes from the line of Jeff Van Rhee with Craig-Hallum. Please go ahead.

Jeff Van Rhee (Analyst)

Great. Thanks. Hey, guys. Couple for me. Mike, just to follow up on that last one, just to be clear, you said $10 million for the businesses. That's $10 million in total, not $10 million per?

Jack McDonald (Chairman and CEO)

Correct.

Jeff Van Rhee (Analyst)

Okay. Got it. High level, just maybe, Jack, on the HGGC, $150 million convert that preferred that they did in July of 2022, a lot of the skill sets that they were bringing were around sales. I know you focused a lot on that. Obviously, your guide is suggesting you're getting some traction. Just love maybe a brief flyby, very brief history lesson on what's gone on with go-to-market, where we were, where we are, what you think we're going to do this year.

Jack McDonald (Chairman and CEO)

Yeah. Right. The finger roll on that would be, what have we done since the HGGC investment? One, we've sold and/or sunset non-core products, right, to further focus our product portfolio. As I mentioned a minute ago, we've built out that efficient India-based software development function, and we have made a significant investment in products, both in terms of performance, capabilities, and cloud ops, as well as, as I mentioned, incorporating AI into 80% of our content and knowledge management products, 60% of our digital marketing products. Significantly, we've built a modern demand gen, a modern digital marketing function to generate demand and build sales pipeline. We've upgraded our sales talent, and particularly at the front line where it matters the most, by hiring more domain expert account execs, important as we look to bring these new AI-enabled products to market.

I would say those are the headlines, Jeff. As a result of all that, as I say, core organic growth rate, net renewal rates are improving. We're seeing also some expansion in margins. The other thing we've done with cash flow and the benefit of that capital raise is we've paid down $261 million of debt since the HGGC investment.

Jeff Van Rhee (Analyst)

On the debt, how do you think about timing? I mean, obviously, it sounds like you're going to chip away. I think you said maybe up to $2 million a month. And then into, what, 2026, latter 2026, if I remember August, you've got the debt coming due. Obviously, presumably, you end up with a higher rate and maybe you delay the renewal. Just how do you think about the timing of taking out the existing debt?

Jack McDonald (Chairman and CEO)

Yeah. I mean, you hit it. We've got a very attractive locked rate with our swaps under this facility. We're not in a huge rush because we're enjoying that cash flow and using it to pay down principal. We'll look to get the debt refi towards the second half of this year. Rates will be a little bit higher, but we'll also be looking at a lower principal amount. That'll be somewhat offset by the lower principal amount.

Jeff Van Rhee (Analyst)

Yeah. Got it. Maybe one last, in terms of the guide for Q1, $59 million-$65 million on the revenues, particularly wide range, given this late in the quarter. I mean, maybe you have something to do with the divestitures and not sure. Just the width of the guide and thoughts, why so wide?

Jack McDonald (Chairman and CEO)

Yeah. Jeff, we've kept it fairly consistent on the width of the guidance range. It's a little bit late in the quarter, but we've still got perpetual license revenue and professional services revenue that's sometimes lumpy. We're just keeping it consistent with that wider range.

Jeff Van Rhee (Analyst)

Yeah. Okay. I think that's it for me. Appreciate it. Thanks, guys.

Jack McDonald (Chairman and CEO)

Thanks.

Operator (participant)

Your last question comes from the line of Alex Sklar with Raymond James. Please go ahead.

Alexander Sklar (Analyst)

Great. Thank you. Mike or Jack, just wanted to go into some of the nice major account expansion that you had this quarter. A couple of questions here on core net dollar retention improving. Just some more color on what you saw on some of the different components that built up to that blended 96% number. How was gross retention versus expansion? Even with expansion, any help kind of between pricing versus some of the cross-sell upsell?

Jack McDonald (Chairman and CEO)

Yeah. I think the key story on the net dollar retention rate improvement has been an improvement in gross dollar retention rate, which has really been driven by the investments we've made in product and the divestitures and focusing our product portfolio on our strongest products, which have the best renewal rates. Our goal as we look out into 2025 is to get that net dollar retention rate closer to 98% as we exit 2025.

Alexander Sklar (Analyst)

Okay. Great. Mike, maybe one for you. Oh, sorry. Were you going to add on there? I apologize.

Jack McDonald (Chairman and CEO)

I was going to say, in terms of the expansion amounts in there, our core motion there is really pure expansion, growing seats, growing users. We are seeing now, with the AI-enabled products like Qvidian AI Assist, the opportunity to go back into a substantial customer base and upsell AI capabilities. As we look into 2025, looking to see some additional upsell opportunities driven by AI.

Alexander Sklar (Analyst)

Okay. Perfect. Mike, on FX, 30% of revenue outside the U.S., I know some of that's in the sunset asset, but that 2.5% core growth, is that a constant currency figure? Is that all in? Any help on kind of how much FX is impacting the outlook?

Jack McDonald (Chairman and CEO)

Yeah. I don't think there's much of an FX impact there, Alex. So yeah.

Alexander Sklar (Analyst)

Okay. Great. Thank you both.

Jack McDonald (Chairman and CEO)

Thank you.

Operator (participant)

That concludes our question-and-answer session. I will now turn the call back over to Jack McDonald for closing remarks. Please go ahead.

Jack McDonald (Chairman and CEO)

All right. Thank you. We look forward to seeing you on our next earnings call.

Operator (participant)

Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.