Upland Software, Inc. Aktie

Good morning, and welcome to the Upland Software Third Quarter 2026 Earnings Conference Call. My name is John, and I will be coordinating your call today. A question-and-answer session will follow the formal remarks. As a reminder, this conference is being recorded.

I will now turn the call over to the company's Chief Financial Officer, Jennifer Simon, to begin. Jennifer, please go ahead.

Good morning. Thank you for joining us for today's conference call and review of our results for the third quarter ended September 30, 2026. Joining me today to review the results is Upland's President and CEO, Sean Nathaniel.

Yesterday afternoon, Upland issued its earnings release. As a reminder, the earnings release and statements made during today's call 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 our views and assumptions and on information currently available to Upland management. We do not intend or undertake any duty to release publicly any updates or revisions to any forward-looking statements.

On this call, we 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 is available on the Investor Relations section of our website. Please note that 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.

And with that, I'll turn the call over to Sean. I will return later to discuss the Q3 financial results and updated financial outlook in more detail. Sean, over to you.

Thank you, Jennifer, and good morning, everyone. It's nice to be speaking with you today. It's been several quarters since Upland last hosted an earnings call and restoring a regular cadence of communication with our shareholders is a deliberate choice. Now, I returned to Upland as CEO on May 1 with an unusual vantage point. I know this company from the inside and have spent several of the last years working on the problem our customers most need solved. From 2013 to 2019, I was Upland's Chief Technology Officer and part of the leadership team that took Upland public in 2014 and the leader of our workflow automation solutions business, which exceeded $100 million in ARR when I left. Most recently, I was CEO of an enterprise data management company, helping some of the world's largest organizations get their unstructured content under control. I know our products, I know many of our customers personally, and I know what it takes to make enterprise data ready for the AI age.

So, let me start with where Upland is today. Our software is mission-critical. It's embedded inside the daily workflows of more than 1,100 enterprise customers across knowledge management, content lifecycle automation and vertical-specific business processes. That position is our foundation. We view Upland as the intelligence layer for the enterprise, one that unifies and contextualizes enterprise knowledge, content and data that our customers already trust us with and turn it into actionable AI-powered outcomes for every human and every agent. We've organized our portfolio into 3 product groupings, each aligned to the market and customers it serves. The product groupings are knowledge and contact center management, content lifecycle automation and vertical solutions. As I noted in my letter to shareholders in July, already being inside these accounts is a rare advantage in the AI era. Our customers' data, along with their valuable metadata, decades of business rules and permissions, already live in Upland products.

Rebuilding workflows and institutional knowledge to adopt AI can be a risky and costly proposition. Many are turning to us to activate what they already have to power AI and agentic strategies, and we're well positioned to help them do just that. I also want to remind everyone of how we got here. Upland's first chapter was built through acquisitions at attractive multiples with the business run for margin. That model served us well until multiples rose and niche consolidators crowded the market. Our second chapter focused on finding organic growth levers across a wide portfolio of acquired businesses. The chapter we're in now is about aligning to where the market is headed. Having HGGC as a long-term sponsor since 2022 gives us a stable foundation and the room to make deliberate choices. We have narrowed and focused our portfolio. And in the second quarter, we positioned our business around emerging AI use cases where we have a demonstrated right to win.

So, let me lay out our road map for this chapter and how it creates value for our stakeholders. We're executing a 3-phase plan. Phase 1 is simplify and delever, which runs from now through early 2027. It covers reorganizing into our product groupings, rightsizing our cost structure, tiering the portfolio so that each product gets the investment that matches its role and paying down debt. Phase 2 is stabilize and expand in 2027. The focus shifts to retention, ramping our channel partnerships, selling AI capabilities into our installed base and expanding adjusted EBITDA margins to our target of approximately 35% in the first half of 2028.

Phase 3 is growth in 2028 and beyond through expansion of the new AI-related use cases. Underpinning this plan are 4 operational pillars. They build directly on the priorities I laid out in my July shareholder letter, and they will guide our work for the rest of the year and into 2027.

First, we need to protect the current customer base and deepen trusted relationships. Retaining and expanding with existing customers is every bit as important as winning new logos. It's where AI gives us an advantage because deploying AI into an account we already serve costs a fraction of what new entrants pay to win that account. I've spent much of my first 6 months engaging with customers and partners directly, and we're expanding executive outreach across our entire installed base.

Second, we need to win new logos with emerging use cases, concentrating on areas where we have proven differentiation such as knowledge for AI agents and document AI in financial services and healthcare. Third, we need to scale our reach through channel partnerships. We see them as a primary near-term growth lever. Partners are often involved in customer initiatives from the earliest stages of exploration, and they bring early access, deep domain expertise and trusted customer relationships. As a result, they bring us into opportunities in the middle of the funnel rather than the top, which shortens sales cycles and puts our product in front of buyers we couldn't reach efficiently on our own. For example, in August, we named Carahsoft our master government aggregator, opening the public sector to 4 of our products through its reseller network and contract vehicles.

And fourth, expanding margins by reimagining how we operate with AI so that we continue to generate the cash to keep paying down debt.

Now on to the third quarter. Total revenue was $47.5 million, above the midpoint of our guidance range of $45.7 million to $48.7 million. Subscription and support revenue was $45.3 million, also above the midpoint of guidance. Adjusted EBITDA was $12.6 million, essentially at the midpoint of our $11.9 million to $13.4 million range for an adjusted EBITDA margin of 27%, which was a quarter-over-quarter improvement from 26%. We generated positive free cash flow again this quarter, and we continue to pay down debt. We also added 77 new customers in the quarter, including 10 new major customers, and we expanded our relationship with 185 existing customers, 14 of which were major expansions.

Equally, this quarter was also affected by 3 customer churn events. They came from 2 sources. First, some customers under financial pressure cut costs significantly, which led to large reduction in their use of internal applications. The second, as customers shift from legacy use cases to AI-driven use cases, we grow with them where our AI capabilities fit, but we can lose revenue where legacy applications are retired. This is reflected in a more measured fourth quarter outlook Jennifer will walk you through. But even with this impact, we delivered adjusted EBITDA at the midpoint of our guidance range and protecting the base, our first pillar is designed for exactly this situation.

Now let me turn to some highlights from each of our product groupings. In knowledge and contact center management, AI is bringing knowledge management back to the center of the enterprise. We were recently recognized in the Magic Quadrant for Customer Service Knowledge Management Systems published by Gartner in July 2026. The report evaluates vendors in the Customer Service Knowledge Management Systems, or CSKMS market. And according to the report, the CSKMS market is undergoing a structural shift from passive content repositories to active AI-driven reasoning layers powered by machine-readable knowledge. We have an important part to play in that shift. And we see that shift in many of our customer conversations every day.

The use case is moving from equipping human agents to equipping AI agents. In fact, one of the largest enterprises in the world now uses Upland as their verified knowledge source that ground its AI agents so that the answers those AI agents give are accurate, current and approved.

Moving to content lifecycle automation. We're seeing strong results when we combine our technology with partners that bring deep customer relationships and industry expertise. A great example is a major healthcare win where our AI-powered intelligent capture solution automated the intake, classification and routing of complex patient documents that previously required manual review.

By getting critical information into the right workflow more consistently and efficiently, the solution supports better patient safety while automating 94% of the millions of patient documents processed. It's a strong example of how our AI innovation and commitment to the channel can deliver measurable customer outcomes. In vertical solutions, a strong example this quarter was a new 6-figure ARR logo win with a large Canadian police force for our telecom expense management platform.

The Canadian public sector is a core vertical for this product, and the win shows our strategy at work. We lead from established domain strength to help government agencies manage and reduce their telecom spend, an area where we've helped Canadian government customers save millions. We're also seeing momentum with large enterprise customers. In fact, this quarter, we signed a 6-figure ARR expansion with a Big Four professional services firm with our BA Insight platform. Professional services firms are a core market for this product, and the win is another sign of our strategy at work. We start from established domain strength in secure permission-aware search and make the retrieval foundation for our customers' internal AI platform. Their employees get answers drawn from content across multiple systems and every result respects that individuals access rights.

And customers continue to validate our products. We earned 43 badges in G2's Fall 2026 market report that's based on customer reviews. RightAnswers and Panviva, our AI-powered knowledge management solution earned the most badges and BA Insight and Qvidian were also recognized.

Before I hand the call to Jennifer, I want to officially introduce her to our shareholder base. Jennifer joined us as CFO in mid-August, and she brings more than 20 years of finance leadership across software, technology and private equity-backed companies. She has led finance functions through growth, cost discipline and capital structure transformation at companies of every size, so she knows what scale looks like at both ends. Her background and experience will greatly benefit Upland as we move into this next chapter.

I will now turn the call over to Jennifer to further discuss our financial performance and outlook in even more detail. Jennifer?

Thank you, Sean, and good morning, everyone. I am glad to be here. I have been at Upland for about 11 weeks, and I would like to share why I joined and what I've seen so far. Three things stood out. First, this business has a strong balance sheet, produces strong free cash flow and is servicing its debt at an accelerated pace. We have paid down our debt by approximately 6% over the last 12 months through a combination of required payments and additional voluntary prepayments. Second, a clear cost opportunity, which is where Sean's fourth pillar, reimagining how we operate with AI comes in. And third, our durable recurring revenue base.

Subscription and support revenue is 95% of our total revenue, and much of it comes from products that work as systems of record for our customers. I am focused on bringing financial discipline to all 3.

With that, let me walk through our third quarter results. Unless noted otherwise, all comparisons are to the third quarter of 2025. Total revenue was $47.5 million, down $3 million or 6% year-over-year and above the midpoint of our guidance range. Subscription and support revenue was $45.3 million, down 5% and made up of 95% of total revenue. Of the $3 million top line decrease, approximately $0.6 million came from product lines we divested in 2025 and from sunset assets, which are nonstrategic products and contracts we are winding down by design. The remaining $2.4 million came from our core products, $1.8 million in subscription and support revenue and $0.6 million in professional services, both driven by the increased churn in certain core products that Sean described.

Core organic growth was negative 3.9% in the third quarter. Please note, this is also the last quarter we plan to report our core organic growth rates as we designed this metric to show the underlying trend in the business where we were divesting product lines and winding down sunset assets. Our divestitures were completed in 2025 and starting in the fourth quarter, our year-over-year comparisons will no longer include any revenue from divested businesses. Sunset assets are also now a small part of the business at about $1.7 million of revenue this quarter. Gross profit was $36 million for a gross margin of 76% compared to 77% a year ago. Cost of revenue was roughly flat at $11.5 million, while revenue declined. With our core products, lower amortization of intangibles was offset by higher cloud hosting and computing infrastructure costs.

Turning to operating expenses. Total operating expenses, including depreciation and amortization, were $30.7 million, down $2.8 million or 8% from a year ago. Breaking that down further, sales and marketing expense was $9 million, down $0.7 million or 8%, primarily reflecting the disciplined cost management and continued alignment of our resources with the needs of our core product lines. R&D expense was $7.8 million, essentially flat. We are holding our investment in product development steady while using AI to get more out of every dollar. As Sean noted in his letter, our team recently finished an R&D project in about 8 days that would typically take 9 to 12 months.

General and administrative expense was $8.4 million, down $0.4 million or 4%. That reflects $1.4 million lower noncash stock-based compensation, partly offset by higher professional fees. Depreciation and amortization was $5.5 million, down $0.9 million, mainly from lower amortization of intangible assets tied to sunset assets. Taken together, income from operations was $5.3 million, essentially unchanged from a year ago as lower operating expenses offset the impact of $3.0 million less revenue.

Adjusted EBITDA was $12.6 million, essentially at the midpoint of our guidance range for a margin of 27% compared to $16 million or 32% a year ago. The year-over-year decline primarily reflects the impact of lower revenue. Sequentially, our adjusted EBITDA margin improved from 26% in the second quarter of 2026 to 27% in the third quarter.

Below operating income, net interest expense was $5.1 million, up $0.9 million from a year ago. That increase is entirely noncash. It reflects $1.3 million of higher noncash interest expense tied to the interest rate swaps we exited in 2025. Cash interest expense actually declined by $0.4 million because of our lower debt balance. GAAP net loss was $0.5 million compared to a net loss of $1.1 million a year ago. After preferred stock dividends, net loss attributable to common shareholders was $2.0 million or $0.67 per share. Non-GAAP net income was $6.4 million compared to $10.8 million a year ago.

Turning to cash flow and the balance sheet. Operating cash flow was $2.8 million and free cash flow was $2.7 million compared to $6.9 million and $6.7 million a year ago. Third quarter cash flow was lower year-over-year, primarily reflecting the $5.4 million benefit from the sale of an interest rate swap in Q3 2025. For the first 9 months of the year, operating cash flow was $13.7 million and free cash flow was $13.5 million. We continue to put that cash to work, paying down debt. In the third quarter, we repaid $4.2 million of term loan principal. That included $1.5 million of scheduled amortization and $2.7 million of additional payments. Year-to-date, we have repaid $13.1 million, and we ended the quarter with $225.4 million outstanding on our term loan, down from $238.5 million at year-end.

Beginning this quarter, our scheduled amortization steps down from 2.5% to 1.75% per year of the original principal, which leaves more of our free cash flow available for voluntary paydown. Our net leverage ratio was 3.7x at quarter end, and we remain in compliance with all of our covenants. We ended the quarter with $28.9 million of unrestricted cash and cash equivalents and an undrawn $30 million revolving credit facility, providing us with solid liquidity to support the business.

Total deferred revenue was $69.7 million at quarter end compared to $71.6 million at the end of the second quarter. Remaining performance obligations were $164.4 million, and we expect to recognize about 65% of that over the next 12 months. During the quarter, we repurchased approximately 98,000 shares at an average price of $3.59 for a total of $0.35 million in cash deployed. $9.65 million remained available for share repurchases under our existing stock repurchase plan as of September 30. Debt reduction remains our primary capital allocation priority, and we will continue to treat share repurchases as opportunistic.

Now I would also like to address our Nasdaq listing. As previously disclosed, in July 2026, we received a notice from Nasdaq that we no longer meet the $15 million minimum market value of publicly held shares requirement for continued listing on the Nasdaq Global Market, and we have until January 27, 2027, to regain compliance. I want to be clear about how we view this. As a smaller public company with a significant sponsor investment from HGGC, we have long recognized that our profile in the public markets looks different from many of our peers. We remain a sponsor-backed company with a healthy balance sheet, and we do not expect any change in our listing status to affect our operations or our stakeholder relationships.

Now to our outlook. For the fourth quarter, we expect total revenue of $44.7 million to $47.7 million, including subscription and support revenue of $42.3 million to $44.8 million. That is a decline of 6% at the midpoint compared to the fourth quarter of 2025. We expect adjusted EBITDA of $12.5 million to $14 million for a margin of 29% at the midpoint compared to 31% a year ago. For the full year 2026, we now expect total revenue of $190.1 million to $193.1 million, including subscription and support revenue of $179.8 million to $182.3 million. We expect adjusted EBITDA of $50.5 million to $52 million for a margin of about 27% at the midpoint, consistent with 2025.

Overall, compared to our prior outlook, we have narrowed both ranges to account for the revenue impact of the churn events without giving up profitability. That is the margin discipline we intend to show you every quarter.

Looking ahead to 2027, we will provide formal guidance when we report fourth quarter and full-year 2026 results in March. Directionally, here is how we are thinking about the year. We expect the business to remain solidly free cash flow positive. On revenue, our priority is stabilization by improving retention in the base and ramping our channel partnerships. We expect continued margin expansion as the cost actions underway take full effect, and we are targeting an adjusted EBITDA margin of approximately 35% in the first half of 2028, and we expect to keep paying down debt every quarter.

Before I hand it back, I want to say that I'm genuinely excited to be here. Upland has a durable recurring revenue base, healthy margin profile, strong cash generation and a clear strategic plan to improve all three areas. I'm looking forward to getting to know many of you in the months ahead.

With that, I will turn the call back to Sean.

Thank you, Jennifer. I'm very excited about where Upland is headed. We have a mission-critical set of products, more than 1,100 enterprise customers who trust us with their most important data and a market that is moving towards exactly what we do. Upland is the intelligence layer. We unify and contextualize enterprise knowledge, content and data and turn it into AI-powered outcomes for every human and every agent. The business generates free cash flow and services its debt responsibility, and we're building the next chapter.

With that, I'd like to pass the call back to the operator to begin the live Q&A portion of the call. Operator, please open the line for questions.

[Operator Instructions] Our first question comes from the line of Scott Berg with Needham.

Lots to digest here. Obviously, Sean, it's your first kind of real public comments outside of the shareholder letter here. But let's take your fiscal '28 growth profile and -- or at least your goals there to get to growth in fiscal '28. How -- what does growth look like in your version of Upland here over the next 2 years? We certainly know what the growth profile on an organic basis has looked like historically. We've covered obviously, the stock since the IPO. But what's different or similar to how you start viewing '28 and beyond?

Scott, thanks for that question. It's great to be back at Upland and finish my first full quarter as CEO. Look, as we look at growth looking into 2028, we see our customer base going through a transition from legacy use cases and workflows into AI-driven use cases and workflows. And we see that the growth will come through those renewed use cases where we have a role to play in how enterprise knowledge content and data is used to feed those human and AI workflows. Specific to growth numbers, we're not publicizing numbers yet, but we expect to, as we -- the plans for 2027 materialize, you'll see more directionally where we're headed from a growth perspective.

Understood. And then Jennifer, I realize you've been there 11 weeks. So this question might be a little bit heavy. But on your adjusted EBITDA targets for '28 of 35%, the business has generated mid-30s adjusted EBITDA margins historically. One of the questions I get frequently from different shareholders over the last year or 2 is, as the restructuring completes, why can't you get there, kind of, quicker and faster since it's been there. Help us understand what's required in that time frame over the next, what's roughly 15, 18 months to get to that target? And why can't we see those margin targets a little bit ahead of that schedule?

Scott, any time you do a cost optimization, you have to be really thoughtful about how you do it. The last thing that you want to do is take cost out too quickly and jeopardize the business. Sean really went through our focus. Our focus right now is on our customers, gaining momentum with AI-enabled niche opportunities in the market, expanding through the channel and then really looking how we can wrap our cost structure around that to optimize it. So right now, we're working through FY '27 plans. You'll see more what that journey looks like when we release guidance in March.

Thank you. And at this time, we have no further questions. That concludes our conference call. Thank you all for joining. You may now disconnect. Everyone, have a great day.

Thank you for standing by, and welcome to the Outland Software Fourth Quarter 202 Earnings Call. [Operator Instructions] 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 2025 earnings release, which was distributed today at 8:05 a.m. Central Time. If you've not received the release, it's available on our planned 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 Q4 2025 earnings call. I'm joined today by Mike Hill, our CFO. On today's call, I'll start with a Q4 review. And following that, Mike will provide some detail on the Q4 numbers and our guidance. We'll then open the call up for Q&A. But before we get started, Mike will read the statement Mike.

Yes. 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 our views and assumptions and on information currently available to Upland management. 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 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 unavailable at this time without unreasonable effort. And with that, I'll turn the call back over to Jack.

All right. Thanks, Mike. The headlines in revenue, adjusted EBITDA and margins came in roughly as expected. Our Q4 core organic growth rate was flat due to a tough compare to Q4 2024. And which contains some lumpy additional usage volume revenue.

As we said on previous calls, our core organic growth rate will bounce around a bit from quarter-to-quarter. The general trend has been improving. Growth rates were negative 2% 3 years ago, negative 1% 2 years ago, roughly 1% positive last year, and we're targeting 1% to 2% this year. So a generally improving trend. Annual net dollar retention rate was 96% in 2025, consistent with the prior year. Q4 2025 adjusted EBITDA of $15.3 million resulted in an adjusted EBITDA margin of 31%.

Free cash flow for Q4 was $7.2 million stronger than expected due to successful collection efforts, which brought our full year 2025 free cash flow to $24.4 million. exceeding our $20 million target. We welcomed 110 new customers to Upland in Q4, including 15 new major customers.

We also expanded relationships with 199 existing customers, 27 of which were major expansions. These new and expanded relationships continue to be spread across our AI powered product portfolio. On the product front in Q4, I'd note that, we continue to perform well based on insights from customers as evidenced by earning 49 batches in G2's Winter 2026 market reports, highlighting consistent value and customer adiation for our products.

Upland was recognized as a major player in the IDC MarketScape worldwide general purpose knowledge discovery Software 2025 vendor assessment, which was published in November of 2025. And Upland believes its recognition in this report highlights the value of our AI-powered knowledge management solution up and right answers, which is driving scalable, smarter support for enterprise contact centers and help desks. Upland was recognized in the Gartner Market Guide for RFP response management applications, which was published in October of 2025.

And we believe our inclusion in that report showcases the impact of our AI-powered RFP response and proactive sales proposal creation software [indiscernible]. So our Q4 results support and illustrate improvements that we made in the business. Adjusted EBITDA margins expanded from 2024 and the first half of 2025 again, up to north of 30% in the fourth quarter. We continue to see healthy cash flow.

We are targeting continued strong cash flow in the $20 million range. for the year. And other important news, last week, we announced the fact that Sean Daniel is going to be joining Upland as our new CEO. I will be transitioning to Chairman as a part of that.

And just super happy to announce this news. Sean has a deep familiarity with our business and our operating model, and our customers and our products having been with Upland from 2013 to 2020 and previously serving as our CTO, but also serving in senior general management roles across simian chunk of our product portfolio.

Significantly, Sean brings highly relevant experience, particularly around AI initiatives that are focused on enterprise knowledge and content and data and welcome folks to take a look at some of the materials that Sean has published over the last few years on AI and the importance of solid knowledge and content and data foundations as a prerequisite for a successful enterprise AI implementations.

Sean's vision really centers on reinforcing Upland's role in enabling organizations to convert that knowledge and content and data into trusted operational intelligence to support AI and agent-driven operating models, which is obviously where the market is going.

Upland already has meaningful capabilities aligned with this vision. And Sean's priority moving forward is going to be to sharpen that execution and translate those capabilities into measurable customer and shareholder value. So Sean will be joining us. We'll be on, I think, our next call, and then we'll be running the calls going forward. But you'll have an opportunity to hear directly from Sean, his vision and for the business going forward and just super happy to welcome Sean back to Upland and to support him in executing his vision and looking forward to that. So with that, I am going to turn the call back over to Mike.

All right. Thanks, Jack. I think Jack covered most of the main points in the financials for the quarter, but I'll just take a few -- make a few additional comments here.

For the Q4 income statement, revenues were as expected when taking into consideration our divestitures in Q1 and Q2 of 2025, Q4 gross margin continued to represent an increase from earlier in 2025 as expected. As a result of the higher margins realized on our ongoing product lines.

Our adjusted EBITDA and adjusted EBITDA margin came in as expected with our adjusted EBITDA margin of 31%, up from 22% and in the quarter, fourth quarter of 2024. So a big improvement there. For the fourth quarter GAAP operating cash flow was $7.3 million, and free cash flow was $7.2 million, making our free cash flow for the full year 2025 of $24.4 million. that exceeded our target free cash flow of $20 million. On the balance sheet, at the end of Q4, we had outstanding net debt of approximately $209 million factoring in the approximate $29 million of cash on our balance sheet.

And at year-end, our net debt leverage was 3.6x trailing adjusted EBITDA, which was -- which came in better than our target. Guidance for the quarter ending March 31, 2026, we expect reported total revenue to be between $47 million and $50 million, including subscription and support revenue between $44.8 million and $47.3 million for a decline in total revenue of 24% at the midpoint from the quarter ended March 31, 2025.

Just a reminder, this year-over-year decline is primarily due to the divestitures completed in Q1 and Q2 of 2025. First quarter 2020 adjusted EBITDA is expected to be between $11.9 million and $13.4 million which at the midpoint is a decline of 3% from the quarter ended March 31, 2025.

First quarter 2020 adjusted EBITDA margin is expected to be 26% at the midpoint, which is a 500 basis point increase from the 21% adjusted EBITDA margin in the year ago quarter. For the full year ending December 31, 2026, we expect reported total revenue to be between $194.2 million and $206.2 million, including subscription and support revenue between $183.6 million and $193.7 million for a decline in total revenue of 8% at the midpoint from the year ended December 31, 2025.

This year-over-year decline, as I mentioned earlier, is primarily due to divestitures that we completed in Q1 and Q2 of 2025. Full year 2026 adjusted EBITDA is expected to be between $52.6 million and $58.6 million, which at the midpoint is a decline of 4% from the year ended December 31, 2025.

And full year 2026 adjusted EBITDA margin is expected to be 28% at the midpoint, which is a 100 basis point increase from the 27% adjusted EBITDA margin that we had for 2025. And so to recap, we continue -- our product portfolio is now much more focused on -- around the KCM market knowledge and content management market.

As Jack mentioned, our core organic growth rate is in a positive multiyear uptrend from negative 2% 3 year ago to negative 1% 2 years ago to roughly positive 1% last year in 2025, and we are targeting 1% to 2% positive here for 2026. The big new customer wins during 2025 has validated our product market fit in several key markets, and those major wins validated our product AI strategies. Our adjusted EBITDA margin is significant -- is a significant multiyear expansion trend with adjusted EBITDA margins expanding from 20% in 2024 and to 27% last year in 25 to our guidance midpoint of 28% here this year in 2026.

And cash flow, as we've mentioned, remained strong as we generated over $24 million of free cash flow in 2025, and we're targeting around $20 million of free cash flow here this year in 2026. I will note that we beat our 2025 free cash flow target by over $4 million, really due to early receivables collections, which would have otherwise occurred in 2026.

So without those early collections, our 2026 free cash flow target would have actually been higher. All right. And with that, I'll turn the call back to Jack.

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

[Operator Instructions] Your first question comes from the line of DJ Hynes with Canaccord Genuity.

Jack can get you on the transition. I know you're still going to be -- remain involved in the business, but I appreciate all the help over the years. Maybe we can just start on the customer metrics a bit. So look, new customer adds flat year-over-year, majors were down, expansions down year-over-year.

It's just -- it's hard to put context around those metrics, given the business is different than it was a year ago with the divestitures. So just -- like how would you characterize sales execution in the quarter?

Do you have comparable metrics for continuing ops? And I guess, most importantly, like what's the pipeline look like going into 2016? Any color there would be helpful. .

Yes. We had a stronger Q3 in terms of winning sizable major deals. I would say that when we look at the pipe, so a little bit disappointed in bookings performance.

But the pipeline for this year looks decent, particularly around some of the core knowledge management growth products where we are starting to build a healthier pipeline of larger deals. But we've got to execute against it. And yes, the Q4 numbers could have come in a little bit better than they did.

Yes. Okay. And then, Mike, for you, just -- so EBITDA margins north of 31% in the last couple of quarters, obviously shows the earnings power of kind of the new leaner Upland.

I look at the guide for 28% margins, it's obviously a bit of a step down from where the business has been running the last couple of quarters. Can you just talk about what's contemplating that guide and why we'd see a step-down in margins from where the business has been running? .

Yes, DJ. So as you may remember, typically, our EBITDA margins through the course of the calendar year, we tend to exit the year at the highest margins, and we start the year at the lowest margins, things like calendar based to payroll taxes kind of take a bigger hit in Q1 and Q2.

So that -- we've always had sort of a tilted, if you will, calendar year ramp up. And so that's mainly what we're seeing here this year again.

Your next question comes from the line of Scott Berg with Needham & Company.

I hope you can hear me okay. It's quite windy warming. Two questions. First of all, Jack, why step down now? Why the change kind of leadership today, in particular, I didn't know if there's anything that drove it to change specifically? Or was it just trying to get maybe relaxed on the beach a little bit.

Well, I would say the principal reason is that the business has changed, right? At one point, we were really about growth through acquisitions. And now the focus is really more on operations and advancing our AI-enabled product portfolio. And Sean is a product-centric and AI-focused CEO. .

And so I think he's the right person for the job. He knows our products and our markets and our customers. And so from an operating perspective, I think that's the kind of executive we need driving the business.

Got it. Understood. And then I know you all have made significant changes to your go-to-market kind of strategy in the last couple of years and we call the divestitures and whatnot.

What do you think you are with those changes? Are we to '19, your infill execution mode? Is there any more of that to still some of the changes that need to be unveiled. Just help us understand what's everything that's going on as you enter '26 is just the right, I guess, right horsepower properly framed to really drive the growth in you all are seeing.

Yes. I mean one of the things I wanted to get done before doing this transition was taking really the first phase of streamlining the business, and obviously, we sold a number of assets. We've got debt refinanced.

So really wanted to sort of clear the decks on that and hand over a business that is on firmer footing. It will be interesting to see what the next few years bring with AI and its impact on enterprise SaaS.

I think we've got some products that can do well in this environment. We've got some other products that are going to face some headwinds. But I like Sean's vision, which I think aligns closely with what Dan Doman has been driving in the business and doing a great job on. And so I think we've got a core set of products that can do well in this environment. I think there's obviously execution that needs to happen, and we're here to support those guys.

Your last question comes from the line of Jeff Van Rhee with Craig-Hallum.

Got a couple. First, maybe, Jack, just trying to maybe get a brief refresher on what the revenue mix is now in terms of the core capabilities. How would you bucket the revenue streams by the focus of the underlying software, the underlying capability?

Well, Jeff, this is Mike. So roughly 2/3 to 3/4 of our revenue, maybe even a little bit more than that as I think about it, is really our growth products versus our specialized markets products. So -- and those growth products, most of those are AI-enabled. So really, the vast majority of our products are in this sort of knowledge and content management market area and using the AI wins as a tailwind as opposed to a headwind.

Yes. Got it. And Jack, when you look at AI, you mentioned it, I mean, obviously, it's front and center for all SaaS companies right now, trying to figure out winners and losers.

At a high level, when you're looking at the SaaS landscape, and obviously, we can compare to you own. But when you look at the SaaS landscape, what models do you think are defensible and what do you think will ultimately get consumed by AI?

Well, I think the products that we have that are systems of record I think, are going to have the strongest moat. And there are opportunities there to become a key part and to be a key part of larger enterprise AI implementations Also, the products that we have that form an enabling layer of infrastructure that intelligence layer that Sean calls it. So you think about products like BA I. And so I look back over the past year, and it's funny, Jeff, because on the one hand, it's been a tougher market environment because of AI. But on the other hand, we landed over the past 12 months, some of the biggest bookings we've had in the past few years.

When you look at major hospitality companies that are doing 40 million customer touches a year and spending big on genic AI implementations and then bringing in products like Upland RightAnswers because they need a trusted, auditable, governable knowledge layer to train that AI on so that you get the kind of output that you need.

So that's one example of some of the work we've done with major consulting firms around global enterprise AI-driven portals for customers and for internal use. Aome of the bigger sales we've had to make your hyperscalers for their own internal use and then some of the partnerships that we've now got underway in the market with some of the brand name hyperscalers to bring the capabilities of products like Upland RightAnswers and BA I into their customer base.

So it's sort of a tale of markets in that regard. So I think those products that can get positioned is enabling tech or systems of record or -- and in some cases, systems a process will be defensible and others will not be.

That concludes our Q&A session. I will now turn the call back over to Jack McDonald.

All right. Thank you so much, and we will see you on our next earnings call.

Ladies and gentlemen, that does conclude our conference call. Thank you all for joining, and you may now disconnect. Everyone, have a great day.

Thank you for standing by, and welcome to the Upland Software Third Quarter 2025 Earnings Call. [Operator Instructions] 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 third quarter 2025 earnings release, which was distributed today at 8:05 a.m. Central 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.

Thank you, and welcome to our Q3 2025 earnings call. I'm joined today by Mike Hill, our CFO. On today's call, I will start with our Q3 review. And following that, Mike is going to provide some detail on the numbers and guidance. After that, we'll open up for Q&A. But before we get started, Mike, could you read the safe harbor statement, please?

You bet, 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 our views and assumptions and on information currently available to Upland management. 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 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.

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

All right. Thanks, Mike. So the headlines in Q3, we beat our revenue guidance midpoint, and we met our adjusted EBITDA guidance midpoint. Our Q3 core organic growth rate was 3%. Q3 adjusted EBITDA was $16 million, which resulted in adjusted EBITDA margin of 32% and free cash flow for the quarter was $6.7 million.

We welcomed 97 new customers in the quarter, including 14 major customers. We also expanded relationships with 168 existing customers, 13 of which were major expansions. The new and expanded relationships continue to be spread across our AI-powered product portfolio.

As we announced previously, in Q3, we successfully refinanced our debt, which moved the maturity of the debt out 6 years to July of 2031. We also added a $30 million revolver. So it really puts us in a place with well-restructured debt and ample liquidity. Our net debt leverage is now down to 3.8x, and we are on track to achieving our net leverage goal of 3.7x by the end of the year. And we plan, of course, to use our ongoing free cash flow generation to continue to delever our balance sheet in 2026 and beyond.

On the product front, in Q3, we earned 49 badges in G2's Fall 2025 market reports, reflecting strong momentum across our portfolio. I'd note that Upland RightAnswers and Upland BA Insight are now available in the AWS Marketplace with BA Insight featured in the new AI Agents and Tools category. This expanded presence makes it easier for customers to discover and purchase and deploy these AI solutions, simplifying the purchasing process and accelerating enterprise AI adoption.

We were also recognized in Forrester's Customer Service Solutions Landscape, their Q3 2025 report. That study highlights leading vendors who are advancing customer service operations, and we believe that our inclusion reflects the impact of products like Upland RightAnswers in helping companies resolve issues faster, improving agent productivity and delivering more consistent, high-quality customer support and of course, positioning products like Upland RightAnswers as a key enabling technology in these broader Agentic AI customer service deployments.

And again, across the product suite, we continue to deliver innovation that boosts productivity, data intelligence and customer outcomes. InterFAX added AI features to improve the discovery of fax content. Adestra rolled out enhanced bot-click detection and a Raiser's Edge NXT integration and Second Street introduced a QR code generator to extend its competitions platform.

On the sales -- on the bookings side, we also closed a number of attractive deals this quarter, but 2 new major AI deals that I would highlight. The first was a $2 million multiyear agreement with a Fortune 100 tech company, which adopted RightAnswers as the foundation for an intelligent generative answer engine for all employees, integrating AWS Bedrock AI and S3 to reduce support costs and drive self-service.

Another one I'd highlight is a $1 million multiyear deal with a global pharmaceutical company that selected our AWS Bedrock-powered BA Insight platform to replace a legacy enterprise search system, thereby cutting cost and improving search accuracy and governance. And again, these are the results of the work we've done over the past couple of years in AI enabling the portfolio, and we're seeing some of our products really getting slotted in as enabling tech for these broader enterprise AI implementations. So we see that as something to really look at in terms of whether the plan is working. And again, these are early green shoots, but meaningful ones.

So in summary, our Q3 results -- reported results support and illustrate the dramatic improvements we've made in the business. We've streamlined our product portfolio with a focus on markets where we can drive growth and profitability. We're generating positive core organic growth. And now look, quarterly results will fluctuate as they have in the past, but the long-term trend reflects progress. As I've described, we're seeing big new customer wins, validating our product market fit and validating our AI product strategies. Now we just need to continue to stack these wins going forward.

Our adjusted EBITDA margins have dramatically expanded. We continue to see strong free cash flow. Mike is going to talk a little bit more about this, but with a target of around $20 million this year and increasing next year. And again, we've strengthened our balance sheet by paying down debt, extending the maturity of our debt by 6 years, lowering our debt leverage and with forecasted continuing deleveraging. And again, we've boosted our liquidity with the new revolver. So with that, I'm going to turn the call back over to Mike.

All right. Thank you, Jack. And I think Jack covered a lot of these points on the financials for the quarter, so I'll just make a few additional comments here. On the income statement for Q3, revenues were as expected when taking into consideration our recent divestitures. Q3 gross margins increased from Q2 as expected as a result of the higher margins realized in our ongoing product lines.

Our adjusted EBITDA and adjusted EBITDA margin came in as expected with our adjusted EBITDA margin of 32%, up from 21% from the third quarter of 2024. And we still expect full year adjusted EBITDA margin of around 27%. For the third quarter of '25, GAAP operating cash flow was $6.9 million. And as Jack mentioned, free cash flow was $6.7 million. Our full year 2025 target free cash flow remains at around $20 million. And on our balance sheet at the end of Q3, we had outstanding net debt of approximately $217 million, factoring in approximately $23 million of cash on our balance sheet, which is about a 3.8x net debt leverage ratio to trailing adjusted EBITDA, and we're on track to hit our target of 3.7x net debt leverage by year-end.

For guidance, for the quarter ended December 31, 2025, we expect reported total revenue to be between $46.4 million and $52.4 million, including subscription and support revenue between $44.1 million and $49.1 million, for a decline in total revenue of 27% at the midpoint from the quarter ended December 31, 2024, this year-over-year decline is primarily due to the divestitures completed earlier this year.

Fourth quarter 2025 adjusted EBITDA is expected to be between $13.8 million and $16.8 million, which at the midpoint is a 3% increase as compared to the quarter ended December 31, 2024. Fourth quarter adjusted EBITDA margin is expected to be 31% at the midpoint, which is a 900 basis point increase from the 22% adjusted EBITDA margin for the quarter ended December 31, 2024.

For the full year ending December 31, '25, we expect reported total revenue to be between $214 million and $220 million, including subscription and support revenue between $202.5 million and $207.5 million for a decline in total revenue of 21% at the midpoint from the year ended December 31, 2024. This year-over-year decline, as I mentioned, is primarily due to the divestitures completed earlier this year.

Full year 2025 adjusted EBITDA is expected to be between $56.5 million and $59.5 million, which at the midpoint is an increase of 4% from the year ended December 31, 2024. Full year adjusted EBITDA margin is expected to be 27% at the midpoint, which is a 700 basis point increase from the 20% adjusted EBITDA margin for 2024.

Now additionally, I'll note that we lowered the midpoint for our full year 2025 total revenue and adjusted EBITDA guidance ranges by $800,000, primarily as a result of lower forecasted perpetual license revenue, but I'll point out that the midpoint of our subscription support revenue guidance range remains unchanged.

So to recap, our product portfolio is now much more focused around the KCM market. Our core organic growth rate is in a positive multiyear uptrend from negative 2% 2 years ago to negative 1% last year to now around positive 1% this year, and we are targeting 3% next year and 5% plus thereafter. Big new customer wins have validated our product market fit in several key markets, and those major wins have validated our product AI strategy.

Our adjusted EBITDA margin is in a significant multiyear expansion trend to over 30% here in Q3, noting that our margins are always highest in the back half of each calendar year. And when we zoom out, we see adjusted EBITDA margins expanding further from 20% last year in 2024 to our guidance midpoint this year of 27% to a target of 29% plus next year, a target of 31% plus in 2027 and then, of course, our long-term operating model target of 32%.

Cash flows remain strong as we continue to target around $20 million of free cash flow this year, as I mentioned, and we're targeting an increase of about 10% next year, so targeting around $22 million of free cash flow next year. We have significantly strengthened our balance sheet, improved our liquidity, paying down $242 million of debt since the beginning of last year, refinanced our debt, extended the maturity by 6 years out to July 2031, added $30 million undrawn revolver, providing us with ample liquidity, and we are forecasting continued deleveraging with our free cash flow generation.

So with that, I'll pass the call back to Jack.

All right. Thank you, Mike. Let's open the call up now for Q&A.

[Operator Instructions] Our first question comes from the line of Scott Berg with Needham.

I guess, I got a couple. You guys had a much better core organic growth quarter here, as you called out. I think Jack mentioned targeting 3% next year, 5% next year. Maybe it was Mike, I apologize, I didn't write down who it was. But tell me 1 quarter is never quite a trend. I guess what are you seeing in the current sales pipelines and the opportunities that you're working that gives you confidence that those targets look reasonable to achieve over the next year or 2?

Yes, I think you're right. One quarter doesn't make a trend. And of course, as I indicated, things will bounce around quarter-to-quarter. But as Mike pointed out, the long-term trend is positive, right? In '23, we were negative 2%, in '24, negative 1%. For full year '25, looking at positive 1% and then again, targeting 3% for full year '26. So I think the overall trend is good.

The green shoots that we're seeing that give us confidence in that outlook are some of the larger deals I talked about. For a number of years, we were not getting those larger deals. And now with the work that's been done to AI-enable the product portfolio and to position some of our core knowledge and content management products as key parts of enabling tech and these broader enterprise AI implementations and driving partnerships with some of the biggest players in the market, the Microsoft and Amazons of the world.

We're starting to see some of these in Google. We're starting to see some of these larger opportunities. So I mentioned a $2 million multiyear deal for a Fortune 100 tech company, a $1 million multiyear deal for a major pharmaceutical company. It's the opportunities in the pipeline for those larger deals that give us optimism as we go into next year.

Helpful there. And then I guess I wanted to ask a clarification on the fourth quarter guidance, Mike, you mentioned license revenue is going to be down about $800,000 in the quarter than prior expectations. Is that a deal that just flipped subscription and you won't take the revenue in the quarter? Or is that something that moved out? Just maybe help understand what that movement is relating to.

Yes. Most of that $800,000 is a perpetual license revenue that we had originally projected, forecasted that doesn't look like it's going to happen. So that's just pure license revenue, Scott. Now there's a small bit of professional services revenue as well that won't show up either to kind of combine to make that $800,000. And of course, that falls to the bottom line on EBITDA. So that's why subscription support revenue guidance at midpoint remains the same.

Helpful, Mike. And I'll just sneak one last one in here is on the quarter. Any change to gross revenue retention trends or maybe net that helped drive the 3% growth number?

We -- so we don't report on net dollar retention rates during the year. That's a year-end metric. We did see -- excluding the divestitures, that was 99% at the end of last year, at the end of 2024. And we're targeting to remain in the upper 90% here this year. So I think those trends are sort of intact and consistent.

Our next question comes from the line of DJ Hynes with Canaccord.

Congrats on a nice quarter. It seems like pretty down the middle print. Good to see the improving growth in margins. And Jack or Mike, I appreciate your comments. Jack, maybe just one for you. As you look at the opportunity and think about the growth matrix going forward, how much should come from installed base versus net new? And I guess the follow-up to that is like does the presence of a couple of these key products in the AWS Marketplace help with either of those efforts more than the other?

So in terms of growth from the installed base versus net new, if you look at our net dollar retention rates over the past few years, they've trended up from low to mid-90s to upper 90s. And so that's providing a solid foundation for growth. And now we just need to stack some of these growth deals with new customers on top of that to get to growth targets. And so as we look at where that's going to come from, it's really around our knowledge and content management product portfolio, which is roughly 75% of our revenue and products like the ones we've talked about, RightAnswers, BA Insight, Panviva, Qvidian, InterFAX and others will play a key part in that.

And then a follow-up just on AWS, the marketplace. Like is that a tool that's more powerful for making it easier for existing customers to buy more? Or is it like a discoverability that may help with landing new customers?

Yes, it's a little bit of both. And so it's positive on both fronts there. And then there are broader partnerships, right, with some of these major players whereas folks are going in and doing these agentic enterprise AI implementations, having a knowledge solution that is auditable and reliable and not prone to hallucination is key. So some of these sort of headless knowledge management opportunities where we are part of a broader enterprise AI implementation. I think that's going to be a promising area for us over the next couple of years here.

And our last question comes from the line of Jeff Van Rhee with Craig-Hallum.

Jack, on the sales and sales execution, you guys are constantly trying to refine the process. Just maybe spend a second there, what's working, what's not? How are you tweaking the process at this point?

I think what's working is upgrading the sales force, bringing in more expert domain sellers on the field side. What's working is the SEO strategy that we began rolling out a few years ago. So we're getting higher quality leads into the hands of those salespeople and our SDR team has been doing a nice job there. What's working in early stages, but we're starting to see some promising results from is the use of intent data from platforms like 6sense to refine our outbound motions.

And frankly, it impacts our inbound motions as well to really focus in on prospects that are in the market actively looking for solutions. I'd say what's working is the investments that we're starting to make in channel and specifically in working more closely with larger partners like Amazon and Google and Microsoft to play our role in some of these larger enterprise AI implementations.

So I think those are all green shoots on the demand gen and sales side. It's not going to be perfect every quarter, and we've got sales cycles to deal with and all of that. So as I mentioned before, it will bounce around quarter-to-quarter. But I think the long-term trend here, as we talked about, is positive.

And maybe just a similar question on the development side. Obviously, with the remaining portfolio trying to drive up those retention numbers, you want to stay on the leading edge of innovation. How do you feel about the pace of new product introductions? Kind of any call-outs there in terms of trend that gives you some measurables around how quickly you're innovating versus maybe what you were a year or 2 ago?

Yes. It's a dramatic improvement. It really started with the center of excellence in India as a core for our development effort. Obviously, our development efforts are broader than that. We've got onshore teams as well as offshore teams in India and elsewhere. But the work that's been done across the board in terms of solidifying the foundations, increasing uptime and availability and reliability of the products, in terms of introducing AI into the product portfolio and smartly and efficiently AI enabling these products where it makes sense.

In terms of the partnership with product management to make sure we're prioritizing the right items in the road map to meet the demands, both of existing customers and of new prospects. It's been a steady improvement over the past 3 or 4 years, like Dan Doman and his team. Dan is our Chief Product and Operating Officer and his team, a tremendous amount of credit there.

And it's been steady progress, one foot in front of the other. And now we look back on what's been done over the past 3 or 4 years, and it's really starting to bear fruit. And we're seeing it, frankly, again, in getting a shot at these larger deals and starting again to land these million-dollar deals, multimillion dollar, multiyear deals, which we frankly hadn't seen for a while. So yes, that's the picture there.

Good. And maybe last, if I could sneak, the last one in here on the perpetual reduction. Was that presumably as a new customer? And is that an instance where that revenue is gone or just pushed out? If it's gone, was it a competitive deal you just lost? If so, why? I know that's maybe 5 questions, but if you can tackle that, that would be great.

Jeff, yes, it wasn't just one customer. It was just the perpetual license revenue. We typically have a Q4 uptick. We just didn't see it this year. And it's really -- it's not some big story or some big target that went away. So it's just a little bit less on the perp license side.

That concludes the question-and-answer session. I would like to turn the call back over to Jack McDonald for closing remarks.

Okay. Well, thank you so much. We look forward to seeing you on the next earnings call.

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