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Upland Software Inc. reported its Q3 2025 earnings, revealing a significant miss on earnings per share (EPS) expectations, while revenue slightly exceeded forecasts. The company’s stock saw a pre-market dip of 4.17% following the announcement, reflecting investor concerns over the earnings miss despite revenue alignment with projections.
Key Takeaways
- Upland Software’s Q3 2025 EPS was -$0.09, missing the forecast of $0.17.
- Revenue for the quarter was $50.5 million, slightly surpassing the $49.87 million forecast.
- The stock fell 4.17% in pre-market trading, closing at $1.92.
- The company announced new AI features and significant deals in its product portfolio.
- Upland Software aims for a 3% growth rate in 2026 and 5%+ in 2027.
Company Performance
Upland Software’s Q3 2025 results highlight mixed performance. While revenue slightly exceeded expectations, the significant EPS miss marks a deviation from anticipated profitability. The company has been focusing on innovation and strategic partnerships, which are crucial as it navigates a challenging market landscape. Upland’s efforts to streamline its product portfolio and strengthen its balance sheet are noteworthy steps towards long-term growth.
Financial Highlights
- Revenue: $50.5 million, a slight increase from the forecasted $49.87 million.
- EPS: -$0.09, compared to a forecast of $0.17, marking a substantial miss.
- Adjusted EBITDA: $16 million, up from 21% margin in Q3 2024 to 32%.
- Free Cash Flow: $6.7 million, with a full-year target of approximately $20 million.
Earnings vs. Forecast
Upland Software’s Q3 2025 EPS of -$0.09 missed the forecast of $0.17, resulting in a surprise of -152.94%. Despite this, revenue came in at $50.5 million, slightly above the anticipated $49.87 million, representing a 1.26% surprise. This earnings miss is significant compared to previous quarters and has likely contributed to the negative market reaction.
Market Reaction
Following the earnings announcement, Upland Software’s stock experienced a decline of 4.17% in pre-market trading, closing at $1.92. This movement reflects investor disappointment over the EPS miss, despite a modest revenue beat. The stock remains closer to its 52-week low of $1.69, indicating ongoing market challenges.
Outlook & Guidance
Upland Software has set a revenue guidance range of $46.4 to $52.4 million for Q4 2025, with full-year revenue expected between $214 and $220 million. The company is targeting a 3% growth rate in 2026 and 5%+ in 2027, with a long-term operating model goal of a 32% EBITDA margin.
Executive Commentary
CEO Jack McDonald emphasized the integration of Upland’s products into broader enterprise AI implementations, stating, "We’re seeing some of our products really getting slotted in as enabling tech for these broader enterprise AI implementations." CFO Mike Hill expressed optimism about the company’s direction, noting, "The long-term trend is positive."
Risks and Challenges
- EPS Miss: The significant miss on EPS could affect investor confidence and stock performance.
- Debt Levels: With net debt at $217 million and a leverage ratio of 3.8x, managing debt remains a priority.
- Market Competition: Intense competition in the tech sector could pressure margins and growth.
- Economic Conditions: Broader economic uncertainties may impact customer spending and investment.
- Innovation Pace: Keeping up with rapid technological advancements is crucial for maintaining competitive edge.
Q&A
During the earnings call, analysts inquired about Upland’s sales strategy improvements and growth from the installed base versus new customers. Executives highlighted ongoing development and innovation efforts, as well as a reduction in perpetual license revenue, as part of their strategic focus.
Full transcript - Upland Software Inc (UPLD) Q3 2025:
Conference Operator: Thank you for standing by and welcome to the Upland Software third quarter 2025 earnings call. At this time, all participants are in a 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 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.
Jack McDonald, Chairman and CEO, Upland Software: 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’s going to provide some detail on the numbers and guidance. After that, we’ll open up for Q&A. Before we get started, Mike, could you read the Safe Harbor statement, please?
Mike Hill, CFO, Upland Software: 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.
Jack McDonald, Chairman and CEO, Upland Software: All right. Thanks, Mike. 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%. 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 six 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. 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 Right Answers 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 Right Answers in helping companies resolve issues faster, improving agent productivity, and delivering more consistent, high-quality customer support. Of course, positioning products like Upland Right Answers as a key enabling technology in these broader Agentic AI customer service deployments. 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 Razor’s Edge NXT integration. Second Street introduced a QR code generator to extend its competition platform. On the sales, on the booking side, we also closed a number of attractive deals this quarter, but two new major AI deals that I would highlight.
The first was a $2 million multi-year agreement with a Fortune 100 tech company, which adopted Right Answers 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 multi-year deal with a global pharmaceutical company that selected our AWS Bedrock-powered BA Insight platform to replace a legacy enterprise search system, thereby cutting costs and improving search accuracy and governance. These are the results of the work we’ve done over the past couple of years in AI enabling the portfolio. We’re seeing some of our products really getting slotted in as enabling tech for these broader enterprise AI implementations. We see that as something to really look at in terms of whether the plan is working.
These are early green shoots, but meaningful ones. In summary, our Q3 results report. Reported results support and illustrate the dramatic improvements we have made in the business. We streamlined our product portfolio with a focus on markets where we can drive growth and profitability. We are generating positive core organic growth. Quarterly results will fluctuate as they have in the past, but the long-term trend reflects progress. As I have described, we are 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.
We’ve strengthened our balance sheet by paying down debt, extending the maturity of our debt by six years, lowering our debt leverage, with forecasted continuing deleveraging. We’ve boosted our liquidity with the new revolver. With that, I’m going to turn the call back over to Mike.
Mike Hill, CFO, Upland Software: All right. Thank you, Jack. 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. We still expect full-year adjusted EBITDA margin of around 27%. For the third quarter of 2025, GAAP operating cash flow was $6.9 million. As Jack mentioned, free cash flow was $6.7 million. Our full-year 2025 target free cash flow remains at around $20 million.
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 3.8 times net debt leverage ratio to trailing adjusted EBITDA. We are on track to hit our target of 3.7 times net debt leverage by year-end. For guidance, for the quarter ending December 31, 2025, we expect reported total revenue to be between $46.4-$52.4 million, including subscription and support revenue between $44.1-$49.1 million. This represents 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 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 from the quarter ended December 31, 2024. For the full year ending December 31, 2025, we expect reported total revenue to be between $214 and $220 million, including subscription and support revenue between $202.5 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 and 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 multi-year uptrend from negative 2% two 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 multi-year expansion trend to over 30% here in Q3. Noting that our margins are always highest in the back half of each calendar year. 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 six years out to July 2031. Added $30 million undrawn revolver, providing us with ample liquidity. We are forecasting continued deleveraging with our free cash flow generation. 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.
Conference Operator: Thank you. We will now begin the question and answer session. If you have dialed in and would like to ask a question, please press Star 1 on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press Star 1 again. If you are called upon to ask your question and are listening via speakerphone in your device, please pick up your handset to ensure that your phone is not on mute when asking your question. Again, press Star 1 to join the queue. Our first question comes from the line of Scott Berg with Needham. Your line is open.
Hi, Jack and Mike. Thanks for taking my questions here. 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. Tell me one 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 two?
Mike Hill, CFO, Upland Software: Yeah, I think you’re right. One quarter doesn’t make a trend. Of course, as I indicated, things will bounce around quarter to quarter. As Mike pointed out, the long-term trend is positive, right? In 2023, we were negative 2%. In 2024, negative 1%. For full year 2025, looking at positive 1%, and then again, targeting 3% for full year 2026. 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. 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 in 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. I mentioned a $2 million multi-year deal for a Fortune 100 tech company, a $1 million multi-year 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.
Thanks, Jack. Helpful there. I guess I wanted to ask clarification on the fourth quarter guidance, Mike. You mentioned license revenue. It’s 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.
Yeah, most of that $800,000 is professional license revenue that we had originally projected, forecasted that does not look like it is going to happen. That is just pure license revenue. Scott, now there is a small bit of professional services revenue as well that will not show up either to kind of combine to make that $800,000, and of course, that falls to the bottom line on EBITDA. That is why subscription support revenue guidance midpoint remains the same.
Helpful, Mike. I’ll just sneak one last one in here. On the quarter, any change to gross revenue retention trends or maybe nets that help drive the 3% growth number?
We do not report on net dollar retention rates during the year. That is a year-end metric. We did see, excluding the divestitures, that was 99% at the end of last year, at the end of 2024. We are targeting to remain in the upper 90% here this year. I think those trends are sort of intact and consistent.
Excellent. Thanks for taking my questions, gentlemen.
Conference Operator: Our next question comes from the line of DJ Hines with Canaccord. Your line is open.
DJ Hines, Analyst, Canaccord: Hey, thank you, guys. Congrats on the next quarter. Seems like pretty down the middle print. Good to see the improving growth in margins. Jack or Mike, 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? I guess the follow-up to that is, does the presence of a couple of these key products in the AWS marketplace help with either of those efforts more than the other?
Mike Hill, CFO, Upland Software: 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. That’s providing a solid foundation for growth. Now we just need to stack some of these growth deals with new customers on top of that to get to growth targets. 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. Products like the ones we’ve talked about, Right Answers, BA Insight, PanViva, Videon, Interfax, and others will play a key part in that. A follow-up just on AWS, the marketplace, 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? Yeah, it’s a little bit of both. It’s positive on both fronts there. There are broader partnerships, right, with some of these major players where, as 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. 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.
DJ Hines, Analyst, Canaccord: Yeah. Great. All right. Thank you, guys. Nice to see all the progress.
Conference Operator: Our last question comes from the line of Jeff Van Rhee with Craig-Hallum. Your line is open.
Great. Thanks. Thanks for taking the questions. Jack, on 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?
Mike Hill, CFO, Upland Software: 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. 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, specifically in working more closely with larger partners like Amazon, Google, and Microsoft to play our role in some of these larger enterprise AI implementations.
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. As I mentioned before, it’ll bounce around quarter to quarter. I think the long-term trend here, as we talked about, is positive.
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 callouts there in terms of trend? That gives you some measurables around how quickly you’re innovating versus maybe what you were a year or two ago.
Got it. 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. 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 roadmap to meet the demands both of existing customers and of new prospects. It’s been a steady improvement over the past three or four years.
I give Dan Dohlman and his team, Dan’s our Chief Product and Operating Officer, and his team a tremendous amount of credit there. It’s been steady progress, one foot in front of the other. Now we look back on what’s been done over the past three or four years, and it’s really starting to bear fruit. We’re seeing it, frankly, again, in getting a shot at these larger deals and starting again to land these million-dollar deals, multi-million-dollar, multi-year deals, which we, frankly, hadn’t seen for a while. Yeah, that’s the picture there.
Good. Maybe last, if I can 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 and you just lost? If so, why? I know that’s maybe five questions, but if you can tackle that, that’d be great.
Yeah. Yeah. 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. It’s really, it’s not some big story or some big target that went away. It’s just a little bit less on the perp license side.
Got it. Okay. Great. Good to see the progress, guys. Thanks so much.
Thank you.
Conference Operator: That concludes the question and answer session. I would like to turn the call back over to Jack McDonald for closing remarks.
Mike Hill, CFO, Upland Software: Okay. Thank you so much. We look forward to seeing you on the next earnings call.
Conference Operator: Ladies and gentlemen, that concludes today’s call. Thank you all for joining in. You may now disconnect.
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