Upland Software, Inc.UPLD
Upland Software, Inc. Goodwill & Intangibles Disclosure
4. Goodwill and Other Intangible Assets
Changes in the Company’s goodwill balance for each of the two years in the period ended December 31, 2025 are summarized in the table below (in thousands):
| Balance at December 31, 2023 | $ | 353,778 | ||||||
| (87,227) | ||||||||
| Foreign currency translation adjustment | (5,575) | |||||||
| Balance at December 31, 2024 | $ | 260,976 | ||||||
| Divestitures of businesses | (8,633) | |||||||
| Foreign currency translation adjustment | 7,288 | |||||||
| Balance at December 31, 2025 | $ | 259,631 | ||||||
The Company reviews goodwill for impairment annually at the beginning of the fourth quarter of the fiscal year and whenever events or changes in circumstances indicate that the carrying value of goodwill might not be recoverable. As a result of the decline of the Company’s stock price at December 31, 2025 and March 31, 2024, the Company determined that a triggering event had occurred, therefore we performed quantitative impairment evaluations as of those interim dates. As a result of the quantitative impairment evaluation at December 31, 2025, the Company determined that no impairment existed at that date as the estimated fair value of the Company’s one reporting unit exceeded the carrying value. As a result of the quantitative impairment evaluation at March 31, 2024, the Company determined that the carrying value of its one reporting unit exceeded the estimated fair value which resulted in goodwill impairment of $87.2 million during the quarter ended March 31, 2024. The quantitative goodwill impairment analyses applied two methodologies to estimate the Company’s fair value which were: a) a discounted cash flow method and b) a guideline public company method which were equally weighted. The discounted cash flow method requires significant judgments, including estimation of future cash flows, which is dependent on internally developed forecasts, estimation of the long-term rate of growth for the business, and determination of the weighted average cost of capital. Under the guideline public company method, the Company estimates fair value based on a market multiple of revenues and earnings derived for comparable publicly traded companies with similar operating characteristics as the Company. See Note 15. Divestitures regarding divested businesses.
Intangible assets, net, include the estimated acquisition-date fair values of customer relationships, marketing-related assets and developed technology that the Company recorded as part of its past business acquisitions purchases and from acquisitions of customer relationships. The following is a summary of the Company’s intangible assets, net (in thousands):
| Estimated Useful Life (Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Customer relationships | 7-10 | $ | 201,918 | $ | 146,221 | $ | 55,697 | ||||||||||||||||
| Trade name | 9.6-10 | 1,196 | 889 | 307 | |||||||||||||||||||
| Developed technology | 4-9 | 32,340 | 26,126 | 6,214 | |||||||||||||||||||
| Favorable leases | 6.3 | $ | 270 | $ | 171 | $ | 99 | ||||||||||||||||
| Total intangible assets | $ | 235,724 | $ | 173,407 | $ | 62,317 | |||||||||||||||||
| Estimated Useful Life (Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Customer relationships | 1-10 | $ | 348,524 | $ | 239,563 | $ | 108,961 | ||||||||||||||||
| Trade name | 1.5-10 | 9,329 | 7,949 | 1,380 | |||||||||||||||||||
| Developed technology | 4-9 | 85,558 | 72,132 | 13,426 | |||||||||||||||||||
| Favorable leases | 6.3 | 258 | 122 | 136 | |||||||||||||||||||
| Total intangible assets | $ | 443,669 | $ | 319,766 | $ | 123,903 | |||||||||||||||||
During the year ended December 31, 2025, the Company divested certain product lines and their related intangible assets which resulted in a reduction of $31.9 million in the net carrying value of intangible assets. See Note 15. Divestitures.
The Company periodically reviews the estimated useful lives of its identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value or revised useful life. During the year ended December 31, 2025, the Company identified a triggering event related to certain intangible assets associated with Sunset Assets and performed a valuation of certain long-lived assets in accordance with ASC 360 Impairment and Disposal of Long-Lived Assets. The Company used a discounted cash flow analysis to estimate the fair value of the long-lived asset group. As a result of the valuation, the Company recorded a $2.5 million related to intangible assets associated with certain Sunset Assets for the year ended December 31, 2025. No impairments of intangibles were recorded during the years ended December 31, 2024 or 2023.
Total amortization expense was $31.2 million, $53.8 million, and $70.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, the estimated annual amortization expense for the next five years and thereafter is as follows (in thousands):
| Year ending December 31: | Amortization Expense | |||||||
| 2026 | $ | 24,958 | ||||||
| 2027 | 21,869 | |||||||
| 2028 | 13,600 | |||||||
| 2029 | 1,890 | |||||||
| Total | $ | 62,317 | ||||||
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 3, 2026 | Showing above |
| 2024 | Mar 12, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2021 | Feb 24, 2022 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 15, 2019 | |
| 2017 | Mar 9, 2018 | |
| 2016 | Mar 30, 2017 | |
| 2015 | Mar 30, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.