Stockholders' Equity

3 Months Ended

Mar. 31, 2020

9. Stockholders' Equity

Registration Statement

On December 12, 2018, the Company filed a registration statement on Form S-3 (File No. 333-228767) (the “S-3”), to register Upland securities in an aggregate amount of up to $250.0 million for offerings from time to time. On May 13, 2019, the Company completed a registered underwritten public offering pursuant to the S-3 of 3,795,000 shares of the Company's $0.0001 par value common stock for an offering price to the public of $42.00 per share. This included the 495,000 shares issuable pursuant to a fully exercised option to purchase additional shares granted to the underwriters of the offering. The net proceeds of the offering of $151.1 million, net of issuance costs of $8.3 million, were used for general business purposes, including the funding of acquisitions.

Accumulated Comprehensive Income (Loss)

Comprehensive income consists of two elements, net income and other comprehensive income (loss). Other comprehensive income (loss) items are recorded in the stockholders’ equity section of our condensed consolidated balance sheets and excluded from net income. Our other comprehensive income (loss) consists of foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S. dollar, unrealized translation gains (losses) on foreign currency denominated intercompany loans, and unrealized gains (losses) on interest rate swaps.

The following table shows the components of accumulated other comprehensive loss, net of income taxes, in the stockholders’ equity section of our condensed consolidated balance sheets at the dates indicated (in thousands):


	March 31, 2020		December 31, 2019
Foreign currency translation adjustment	$	(7,989)	$	(4,530)
Unrealized translation gain (loss) on foreign currency denominated intercompany loans	(6,430)		883
Unrealized gain (loss) on interest rate swaps	(28,977)		2,424
Total accumulated other comprehensive loss	$	(43,396)	$	(1,223)

Income tax expense/benefit allocated to each component of other comprehensive income (loss) is not material.

The functional currency of our foreign subsidiaries are the local currencies. Results of operations for foreign subsidiaries are translated in United States dollars using the average exchange rates on a monthly basis during the year. The assets and liabilities of those subsidiaries are translated into United States dollars using the exchange rates in effect at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders' equity in accumulated other comprehensive loss.

The Company has foreign currency denominated intercompany loans that were used to fund the acquisitions of foreign subsidiaries. Due to the long-term nature of the loan, the foreign currency gains (losses) resulting from re-measurement are recognized as a component of accumulated other comprehensive income (loss). During the three months ended March 31, 2020 and March 31, 2019, a foreign currency translation adjustment loss of $7.3 million and gain of $3.0 million, respectively, was recognized as a component of accumulated other comprehensive income (loss) related to this long-term intercompany loan.

Stock-Based Compensation

The Company recognized stock-based compensation expense from all awards in the following expense categories (in thousands):


	Three Months Ended March 31,
	2020		2019
Cost of revenue	$	318	$	160
Research and development	615		322
Sales and marketing	549		139
General and administrative	7,838		4,007
Total	$	9,320	$	4,628

Restricted Stock Units

Beginning in 2019, the Company began granting restricted stock units under its 2014 Stock Incentive Plan, in lieu of restricted stock awards, primarily for stock plan administrative purposes. Restricted stock unit activity during the three months ended March 31, 2020 was as follows:


	Number of Restricted Stock Units Outstanding	Weighted-Average Grant Date Fair Value
Unvested balances at December 31, 2019	790,807	$	39.55
Units granted	1,221,273	40.82
Units vested	(104,212)	41.80
Awards forfeited	(59,802)	42.07
Unvested balances at March 31, 2020	1,848,066	$	40.18

Performance Based Restricted Stock Units

In 2020 fifty percent of the awards made to our Chief Executive Officer were performance based restricted stock units ("PRSUs"). The PRSU agreement provides that the quantity of units subject to vesting may range from 0% to 300% of the units granted per the table below based on the Company's absolute total shareholder return at the end of the eighteen month performance period. Units granted per the table below are based on a 100% target payout. Compensation expense is recognized over the required service period of the grant and is determined based on the grant date fair value of the award and is not subject to fluctuation due to achievement of the underlying market-based target. The Company did not grant PRSUs prior to 2020.

PRSU activity during the three months ended March 31, 2020 was as follows:


	Number of PRSUs Outstanding	Weighted-Average Grant Date Fair Value
Unvested balances at December 31, 2019	—	$	—
Units granted	66,297	41.48


Unvested balances at March 31, 2020	66,297	$	41.48

Restricted Stock Awards

Restricted share activity during the three months ended March 31, 2020 was as follows:


	Number of Restricted Shares Outstanding	Weighted-Average Grant Date Fair Value
Unvested balances at December 31, 2019	371,217	$	28.26

Awards vested	(29,502)	28.79
Awards forfeited	(23,670)	28.44
Unvested balances at March 31, 2020	318,045	$	28.20

Stock Option Activity

Stock option activity during the three months ended March 31, 2020 was as follows:


	Number of Options Outstanding	Weighted– Average Exercise Price
Outstanding at December 31, 2019	329,698	$	8.57

Options exercised	(8,712)	6.13
Options forfeited	—	—
Options expired	(73)	1.79
Outstanding at March 31, 2020	320,913	$	8.64