Upland Software Inc

For the period ended Mar 31, 2025. Filed May 12, 2025.

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 12, 2025

UPLD$3.78-0.9%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 1. Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and March 31, 2024	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2025 and March 31, 2024	3
	Condensed Consolidated Statements of Equity (Deficit) for the Three Months Ended March 31, 2025 and March 31, 2024	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and March 31, 2024	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34
Part II.	OTHER INFORMATION	35
Item1A.	Risk Factors	35
Item 5.	Other Information	35
Item 6.	Exhibits	35
Exhibit Index	36
Signature	37

Condensed Consolidated Balance Sheets

(in thousands, except for share and per share amounts)

	March 31, 2025	December 31, 2024
ASSETS · (unaudited)
Current assets:
Cash and cash equivalents	$33,705	$56,426
Restricted cash	626	626
Accounts receivable (net of allowance of $214 and $446 at March 31, 2025, and December 31, 2024, respectively)	26,079	38,647
Deferred commissions, current	7,215	8,361
Unbilled receivables	4,957	3,441
Income tax receivable, current	392	762
Prepaid expenses and other current assets	11,191	10,129
Total current assets	84,165	118,392
Tax credits receivable	871	951
Property and equipment, net	1,664	1,518
Operating lease right-of-use asset	2,306	1,364
Intangible assets, net	91,212	123,903
Goodwill	260,058	260,976
Deferred commissions, noncurrent	9,720	12,147
Interest rate swap assets	6,376	9,742
Other assets	600	529
Total assets	$456,972	$529,522
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$1,936	$9,388
Accrued compensation	6,532	6,226
Accrued expenses and other current liabilities	5,710	6,876
Deferred revenue	82,988	93,706
Operating lease liabilities, current	886	1,000
Current maturities of notes payable (includes unamortized discount of $2,168 and $2,176 at March 31, 2025, and December 31, 2024, respectively)	3,232	3,224
Total current liabilities	101,284	120,420
Notes payable, less current maturities (includes unamortized discount of $750 and $1,280 at March 31, 2025, and December 31, 2024, respectively)	253,274	286,970
Deferred revenue, noncurrent	4,762	4,670
Operating lease liabilities, noncurrent	2,027	762
Noncurrent deferred tax liability, net	8,326	11,347
Other long-term liabilities	454	428
Total liabilities	370,127	424,597
Mezzanine equity:
Series A Convertible Preferred stock, $0.0001 par value; 5,000,000 shares authorized; 115,000 shares issued and outstanding as of March 31, 2025, and December 31, 2024, respectively	124,668	123,230
Stockholders’ equity (deficit):
Common stock, $0.0001 par value; 75,000,000 shares authorized; 28,484,279 and 28,168,267 shares issued and outstanding as of March 31, 2025, and December 31, 2024, respectively	3	3
Additional paid-in capital	606,029	605,286
Accumulated other comprehensive loss	(16,403)	(21,990)
Accumulated deficit	(627,452)	(601,604)
Total stockholders’ equity (deficit)	(37,823)	(18,305)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)	$456,972	$529,522

Condensed Consolidated Statements of Operations

(in thousands, except for share and per share amounts)

	Three Months Ended March 31,
	2025	2024
Revenue:
Subscription and support	$60,182	$67,078
Perpetual license	1,608	1,470
Total product revenue	61,790	68,548
Professional services	1,865	2,188
Total revenue	63,655	70,736
Cost of revenue:
Subscription and support	16,950	19,829
Professional services and other	1,098	1,220
Total cost of revenue	18,048	21,049
Gross profit	45,607	49,687
Operating expenses:
Sales and marketing	13,756	17,018
Research and development	11,542	12,455
General and administrative	11,621	13,232
Depreciation and amortization	7,995	11,396
Divestiture-related expenses	1,745	—
Impairment of goodwill	—	87,227
Total operating expenses	46,659	141,328
Loss from operations	(1,052)	(91,641)
Other expense:
Interest income (expense), net	(2,443)	(4,958)
Loss on divestitures of businesses	(23,457)	—
Other expense, net	(241)	(78)
Total other expense	(26,141)	(5,036)
Loss before benefit from income taxes	(27,193)	(96,677)
Benefit from income taxes	1,345	547
Net loss	$(25,848)	$(96,130)
Preferred stock dividends	(1,438)	(1,375)
Net loss attributable to common stockholders	$(27,286)	$(97,505)
Net loss per common share:
Net loss per common share, basic and diluted	$(0.97)	$(3.37)
Weighted-average common shares outstanding, basic and diluted	28,220,936	28,917,897

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

	Three Months Ended March 31,
	2025	2024
Net loss	$(25,848)	$(96,130)
Other comprehensive income (loss):
Unrealized foreign currency translation adjustment	2,264	(2,611)
Realized foreign currency translation	5,715	—
Unrealized translation gain (loss) on foreign currency denominated intercompany loans, net of taxes	1,498	(1,412)
Interest rate swaps, net of reclassifications into earnings	(3,890)	162
Other comprehensive income (loss):	$5,587	$(3,861)
Comprehensive loss	$(20,261)	$(99,991)

Condensed Consolidated Statements of Equity (Deficit)

(in thousands, except share amounts)

	Three Months Ended March 31, 2025
Preferred Stock · Common Stock · AdditionalPaid-InCapital · AccumulatedOtherComprehensiveIncome (Loss) · AccumulatedDeficit · TotalStockholders’Equity (Deficit)
Shares · Amount · Shares · Amount
Balance at December 31, 2024	115,000	$123,230		28,168,267		$3		$605,286		$(21,990)		$(601,604)		$(18,305)
Dividends accrued - Convertible Preferred Stock	—	1,438		—		—		(1,438)		—		—		(1,438)
Issuance of stock under Company plans, net of shares withheld for tax	—	—		316,012		—		(494)		—		—		(494)
Stock-based compensation	—	—		—		—		2,675		—		—		2,675
Unrealized foreign currency translation adjustment	—	—		—		—		—		2,264		—		2,264
Realized foreign currency translation from divestitures of businesses	—	—		—		—		—		5,715		—		5,715
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	—	—		—		—		—		1,498		—		1,498
Interest rate swaps	—	—		—		—		—		(3,890)		—		(3,890)
Net loss			—		—		—		—		(25,848)		(25,848)
Balance at March 31, 2025	115,000	$124,668		28,484,279		$3		$606,029		$(16,403)		$(627,452)		$(37,823)
	Three Months Ended March 31, 2024
Preferred Stock · Common Stock · AdditionalPaid-InCapital · AccumulatedOtherComprehensiveIncome (Loss) · AccumulatedDeficit · TotalStockholders’Equity (Deficit)
Shares · Amount · Shares · Amount
Balance at December 31, 2023	115,000	$117,638		29,908,407		$3		$608,995		$6,168		$(488,872)		$126,294
Dividends accrued - Convertible Preferred Stock	—	1,375		—		—		(1,375)		—		—		(1,375)
Issuance of stock under Company plans, net of shares withheld for tax	—	—		330,903		—		(331)		—		—		(331)
Stock repurchases and retirements	—	—		(2,242,654)		—		(7,998)		—		—		(7,998)
Stock-based compensation	—	—		—		—		3,522		—		—		3,522
Foreign currency translation adjustment	—	—		—		—		—		(2,611)		—		(2,611)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	—	—		—		—		—		(1,412)		—		(1,412)
Interest rate swaps	—	—		—		—		—		162		—		162
Net loss	—	—		—		—		—		—		(96,130)		(96,130)
Balance at March 31, 2024	115,000	$119,013		27,996,656		$3		$602,813		$2,307		$(585,002)		$20,121

Upland Software, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
	Three Months Ended March 31,
	2025	2024
Operating activities
Net loss	$(25,848)	$(96,130)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	9,661	13,802
Deferred income taxes	(3,078)	(1,057)
Amortization of deferred costs	2,735	3,047
Foreign currency re-measurement (gain) loss	460	(164)
Non-cash interest, net and other income, net	(1,186)	(882)
Non-cash stock-based compensation expense	2,675	3,522
Non-cash loss on impairment of goodwill	—	87,227
Non-cash loss on divestitures of businesses	23,457	—
Non-cash loss on retirement of fixed assets	2	—
Changes in operating assets and liabilities:
Accounts receivable	7,971	9,361
Prepaid expenses and other current assets	(2,519)	(4,117)
Other assets	(1,967)	(2,608)
Accounts payable	(7,198)	(3,459)
Accrued expenses and other liabilities	2,494	(389)
Deferred revenue	646	(3,032)
Net cash provided by operating activities	8,305	5,121
Investing activities
Purchase of property and equipment	(424)	(183)
Proceeds from the divestitures of businesses, net of cash transferred	4,213	—
Net cash provided by (used in) investing activities	3,789	(183)
Financing activities
Payments of debt costs	(3)	—
Payments on notes payable	(34,226)	(1,350)
Stock repurchases and retirement	—	(7,918)
Taxes paid related to net share settlement of equity awards	(494)	(331)
Net cash used in financing activities	(34,723)	(9,599)
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash	(92)	(284)
Change in cash, cash equivalents and restricted cash	(22,721)	(4,945)
Cash, cash equivalents and restricted cash, beginning of period	57,052	236,559
Cash, cash equivalents and restricted cash, end of period	$34,331	$231,614
Supplemental disclosures of cash flow information:
Cash paid for interest, net of interest rate swaps	$4,162	$8,720
Cash paid for taxes, net of refunds	$1,976	$2,114

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