Upland Software, Inc.
For the period ended Jun 30, 2025. Filed Jul 31, 2025.
View on SEC.govAbout 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.
Jun 30, 2025 · Filed Jul 31, 2025
UPLD$3.82-3.9%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 1. Financial Statements
| Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 | 1 | |
| Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and June 30, 2024 | 2 | |
| Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2025 and June 30, 2024 | 3 | |
| Condensed Consolidated Statements of Stockholders' Deficit for the Three and Six Months Ended June 30, 2025 and June 30, 2024 | 4 | |
| Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and June 30, 2024 | 6 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
|---|---|---|
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 36 |
| Item 4. | Controls and Procedures | 37 |
| Part II. | OTHER INFORMATION | 38 |
| Item1A. | Risk Factors | 38 |
| Item 5. | Other Information | 38 |
| Item 6. | Exhibits | 38 |
| Exhibit Index | 39 | |
| Signature | 40 |
Condensed Consolidated Balance Sheets
(in thousands, except for share and per share amounts)
| June 30, 2025 | December 31, 2024 | |
|---|---|---|
| ASSETS · (unaudited) | ||
| Current assets: | ||
| Cash and cash equivalents | $41,011 | $56,426 |
| Restricted cash | 626 | 626 |
| Accounts receivable (net of allowance of $155 and $446 at June 30, 2025, and December 31, 2024, respectively) | 20,129 | 38,647 |
| Deferred commissions, current | 6,382 | 8,361 |
| Unbilled receivables | 4,810 | 3,441 |
| Income tax receivable, current | 2,510 | 762 |
| Prepaid expenses and other current assets | 7,919 | 10,129 |
| Total current assets | 83,387 | 118,392 |
| Tax credits receivable | 1,040 | 951 |
| Property and equipment, net | 1,968 | 1,518 |
| Operating lease right-of-use asset | 2,053 | 1,364 |
| Intangible assets, net | 76,513 | 123,903 |
| Goodwill | 260,705 | 260,976 |
| Deferred commissions, noncurrent | 7,839 | 12,147 |
| Interest rate swap assets | 5,094 | 9,742 |
| Other assets | 3,123 | 529 |
| Total assets | $441,722 | $529,522 |
| LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT | ||
| Current liabilities: | ||
| Accounts payable | $3,058 | $9,388 |
| Accrued compensation | 6,708 | 6,226 |
| Accrued expenses and other current liabilities | 3,518 | 6,876 |
| Deferred revenue | 72,307 | 93,706 |
| Operating lease liabilities, current | 805 | 1,000 |
| Current maturities of notes payable (includes unamortized discount of $2,160 and $2,176 at June 30, 2025, and December 31, 2024, respectively) | 3,240 | 3,224 |
| Total current liabilities | 89,636 | 120,420 |
| Notes payable, less current maturities (includes unamortized discount of $217 and $1,280 at June 30, 2025, and December 31, 2024, respectively) | 252,458 | 286,970 |
| Deferred revenue, noncurrent | 4,652 | 4,670 |
| Operating lease liabilities, noncurrent | 2,169 | 762 |
| Noncurrent deferred tax liability, net | 8,617 | 11,347 |
| Other long-term liabilities | 457 | 428 |
| Total liabilities | 357,989 | 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 June 30, 2025, and December 31, 2024, respectively | 126,122 | 123,230 |
| Stockholders’ deficit: | ||
| Common stock, $0.0001 par value; 75,000,000 shares authorized; 28,708,922 and 28,168,267 shares issued and outstanding as of June 30, 2025, and December 31, 2024, respectively | 3 | 3 |
| Additional paid-in capital | 607,463 | 605,286 |
| Accumulated other comprehensive loss | (9,374) | (21,990) |
| Accumulated deficit | (640,481) | (601,604) |
| Total stockholders’ deficit | (42,389) | (18,305) |
| Total liabilities, convertible preferred stock and stockholders’ deficit | $441,722 | $529,522 |
Condensed Consolidated Statements of Operations
(in thousands, except for share and per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Revenue: | ||||
| Subscription and support | $50,467 | $65,504 | $110,649 | $132,582 |
| Perpetual license | 1,199 | 1,730 | 2,807 | 3,200 |
| Total product revenue | 51,666 | 67,234 | 113,456 | 135,782 |
| Professional services | 1,717 | 2,105 | 3,582 | 4,293 |
| Total revenue | 53,383 | 69,339 | 117,038 | 140,075 |
| Cost of revenue: | ||||
| Subscription and support | 12,412 | 19,247 | 29,362 | 39,076 |
| Professional services and other | 1,023 | 1,227 | 2,121 | 2,447 |
| Total cost of revenue | 13,435 | 20,474 | 31,483 | 41,523 |
| Gross profit | 39,948 | 48,865 | 85,555 | 98,552 |
| Operating expenses: | ||||
| Sales and marketing | 10,771 | 16,791 | 24,527 | 33,809 |
| Research and development | 9,781 | 12,185 | 21,323 | 24,640 |
| General and administrative | 10,219 | 13,880 | 21,840 | 27,112 |
| Depreciation and amortization | 6,864 | 11,380 | 14,859 | 22,776 |
| Divestiture-related expenses | 6,879 | — | 8,624 | — |
| Impairment of goodwill and other intangibles | 2,469 | — | 2,469 | 87,227 |
| Total operating expenses | 46,983 | 54,236 | 93,642 | 195,564 |
| Loss from operations | (7,035) | (5,371) | (8,087) | (97,012) |
| Other expense: | ||||
| Interest expense, net | (4,136) | (5,056) | (6,579) | (10,014) |
| Loss on divestitures of businesses | (434) | — | (23,891) | — |
| Other income (expense), net | (1,595) | 198 | (1,836) | 120 |
| Total other expense | (6,165) | (4,858) | (32,306) | (9,894) |
| Loss before benefit from (provision for) income taxes | (13,200) | (10,229) | (40,393) | (106,906) |
| Benefit from (provision for) income taxes | 171 | (1,210) | 1,516 | (663) |
| Net loss | $(13,029) | $(11,439) | $(38,877) | $(107,569) |
| Preferred stock dividends | (1,454) | (1,390) | (2,892) | (2,765) |
| Net loss attributable to common stockholders | $(14,483) | $(12,829) | $(41,769) | $(110,334) |
| Net loss per common share: | ||||
| Net loss per common share, basic and diluted | $(0.51) | $(0.47) | $(1.47) | $(3.92) |
| Weighted-average common shares outstanding, basic and diluted | 28,518,839 | 27,348,672 | 28,370,711 | 28,133,285 |
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net loss | $(13,029) | $(11,439) | $(38,877) | $(107,569) |
| Other comprehensive income (loss): | ||||
| Unrealized foreign currency translation adjustment | 4,851 | (208) | 7,115 | (2,819) |
| Realized foreign currency (loss) gain | (1,292) | — | 4,423 | — |
| Unrealized translation gain (loss) on foreign currency denominated intercompany loans, net of taxes | 4,732 | (258) | 6,230 | (1,670) |
| Interest rate swaps, net of reclassifications into earnings | (1,262) | (2,441) | (5,152) | (2,279) |
| Other comprehensive income (loss): | $7,029 | $(2,907) | $12,616 | $(6,768) |
| Comprehensive loss | $(6,000) | $(14,346) | $(26,261) | $(114,337) |
Condensed Consolidated Statements of Stockholders’ Deficit
(in thousands, except share amounts)
| Three Months Ended June 30, 2025 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Stock · Common Stock · AdditionalPaid-InCapital · AccumulatedOtherComprehensiveIncome (Loss) · AccumulatedDeficit · TotalStockholders’Equity (Deficit) | ||||||||||||||
| Shares · Amount · Shares · Amount | ||||||||||||||
| Balance at March 31, 2025 | 115,000 | $124,668 | 28,484,279 | $3 | $606,029 | $(16,403) | $(627,452) | $(37,823) | ||||||
| Dividends accrued - Convertible Preferred Stock | — | 1,454 | — | — | (1,454) | — | — | (1,454) | ||||||
| Issuance of stock under Company plans, net of shares withheld for tax | — | — | 224,643 | — | (186) | — | — | (186) | ||||||
| Stock-based compensation | — | — | — | — | 3,074 | — | — | 3,074 | ||||||
| Unrealized foreign currency translation adjustment | — | — | — | — | — | 4,851 | — | 4,851 | ||||||
| Realized foreign currency translation from divestitures of businesses | — | — | — | — | — | (1,292) | — | (1,292) | ||||||
| Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries | — | — | — | — | — | 4,732 | — | 4,732 | ||||||
| Interest rate swaps | — | — | — | — | — | (1,262) | — | (1,262) | ||||||
| Net loss | — | — | — | — | (13,029) | (13,029) | ||||||||
| Balance at June 30, 2025 | 115,000 | $126,122 | 28,708,922 | $3 | $607,463 | $(9,374) | $(640,481) | $(42,389) | ||||||
| Three Months Ended June 30, 2024 | ||||||||||||||
| Preferred Stock · Common Stock · AdditionalPaid-InCapital · AccumulatedOtherComprehensiveIncome (Loss) · AccumulatedDeficit · TotalStockholders’Equity (Deficit) | ||||||||||||||
| Shares · Amount · Shares · Amount | ||||||||||||||
| Balance at March 31, 2024 | 115,000 | $119,013 | 27,996,656 | $3 | $602,813 | $2,307 | $(585,002) | $20,121 | ||||||
| Dividends accrued - Convertible Preferred Stock | — | 1,390 | — | — | (1,390) | — | — | (1,390) | ||||||
| Issuance of stock under Company plans, net of shares withheld for tax | — | — | 235,141 | — | (232) | — | — | (232) | ||||||
| Stock repurchases and retirements | — | — | (966,051) | — | (2,798) | — | — | (2,798) | ||||||
| Stock-based compensation | — | — | — | — | 5,133 | — | — | 5,133 | ||||||
| Foreign currency translation adjustment | — | — | — | — | — | (208) | — | (208) | ||||||
| Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries | — | — | — | — | — | (258) | — | (258) | ||||||
| Interest rate swaps | — | — | — | — | — | (2,441) | — | (2,441) | ||||||
| Net loss | — | — | — | — | — | — | (11,439) | (11,439) | ||||||
| Balance at June 30, 2024 | 115,000 | $120,403 | 27,265,746 | $3 | $603,526 | $(600) | $(596,441) | $6,488 | ||||||
Condensed Consolidated Statements of Deficit - continued
(in thousands, except share amounts)
| Six Months Ended June 30, 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 | — | 2,892 | — | — | $(2,892) | — | — | (2,892) | |
| Issuance of stock under Company plans, net of shares withheld for tax | — | — | 540,655 | — | (680) | — | — | (680) | |
| Stock-based compensation | — | — | — | — | 5,749 | — | — | 5,749 | |
| Unrealized foreign currency translation adjustment | — | — | — | — | — | 7,115 | — | 7,115 | |
| Realized foreign currency translation from divestitures of businesses | 4,423 | 4,423 | |||||||
| Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries | — | — | — | — | — | 6,230 | — | 6,230 | |
| Interest rate swaps | — | — | — | — | — | (5,152) | — | (5,152) | |
| Net loss | — | — | — | — | — | — | (38,877) | (38,877) | |
| Balance at June 30, 2025 | 115,000 | $126,122 | 28,708,922 | $3 | $607,463 | $(9,374) | $(640,481) | $(42,389) | |
| Six Months Ended June 30, 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 | — | 2,765 | — | — | (2,765) | — | — | (2,765) | |
| Issuance of stock under Company plans, net of shares withheld for tax | — | — | 566,044 | — | (563) | — | — | (563) | |
| Stock repurchases and retirements | — | — | (3,208,705) | — | (10,796) | — | — | (10,796) | |
| Stock-based compensation | — | — | — | — | 8,655 | — | — | 8,655 | |
| Foreign currency translation adjustment | — | — | — | — | — | (2,819) | — | (2,819) | |
| Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries, net of taxes | — | — | — | — | — | (1,670) | — | (1,670) | |
| Interest rate swaps | — | — | — | — | — | (2,279) | — | (2,279) | |
| Net loss | — | — | — | — | — | — | (107,569) | (107,569) | |
| Balance at June 30, 2024 | 115,000 | $120,403 | 27,265,746 | $3 | $603,526 | $(600) | $(596,441) | $6,488 | |
| Upland Software, Inc. | ||
|---|---|---|
| Condensed Consolidated Statements of Cash Flows | ||
| (unaudited) | ||
| (in thousands) | ||
| Six Months Ended June 30, | ||
| 2025 | 2024 | |
| Operating activities | ||
| Net loss | $(38,877) | $(107,569) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||
| Depreciation and amortization | 17,816 | 27,599 |
| Deferred income taxes | (3,532) | (1,176) |
| Amortization of deferred costs | 4,653 | 6,076 |
| Foreign currency re-measurement (gain) loss | 1,355 | (694) |
| Non-cash interest, net and other income, net | (621) | (1,776) |
| Non-cash stock-based compensation expense | 5,749 | 8,655 |
| Non-cash loss on impairment of goodwill and other intangibles | 2,469 | 87,227 |
| Non-cash loss on divestitures of businesses | 23,891 | — |
| Non-cash loss on retirement of fixed assets | 52 | 18 |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | 11,258 | 8,362 |
| Prepaid expenses and other current assets | (727) | (3,603) |
| Other assets | (3,189) | (4,907) |
| Accounts payable | (4,994) | (613) |
| Accrued expenses and other liabilities | 1,072 | 706 |
| Deferred revenue | (4,781) | (7,714) |
| Net cash provided by operating activities | 11,594 | 10,591 |
| Investing activities | ||
| Purchase of property and equipment | (1,058) | (457) |
| Proceeds from the divestitures of businesses, net of cash transferred | 9,063 | — |
| Net cash provided by (used in) investing activities | 8,005 | (457) |
| Financing activities | ||
| Payments of debt costs | (7) | (77) |
| Payments on notes payable | (35,575) | (2,700) |
| Stock repurchases and retirement | — | (10,958) |
| Taxes paid related to net share settlement of equity awards | (680) | (563) |
| Net cash used in financing activities | (36,262) | (14,298) |
| Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | 1,248 | (20) |
| Change in cash, cash equivalents and restricted cash | (15,415) | (4,184) |
| Cash, cash equivalents and restricted cash, beginning of period | 57,052 | 236,559 |
| Cash, cash equivalents and restricted cash, end of period | $41,637 | $232,375 |
| Supplemental disclosures of cash flow information: | ||
| Cash paid for interest, net of interest rate swaps | $8,048 | $17,565 |
| Cash paid for taxes, net of refunds | $5,148 | $3,162 |
| Non-cash investing and financing activities: | ||
| Note receivable from divestiture of product lines, net of discount | $4,881 | $— |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.