Stockholders' Equity

9 Months Ended

Sep. 30, 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 “2018 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 2018 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.

On August 10, 2020, we filed an additional registration statement on Form S-3 (File No. 333-243728) (the “2020 S-3”). Upon the effectiveness date of the 2020 S-3, the offering of the $90.6 million remaining unsold securities under the 2018 S-3 was deemed terminated. On August 14, 2020, we completed a registered underwritten public offering pursuant to the 2020 S-3 of 3,500,000 shares of the Company's $0.0001 par value common stock for an offering price to the public of $34.00 per share. In addition, on August 27, 2020 we closed the sale of an additional 525,000 shares issuable pursuant to a fully exercised option to purchase additional shares granted to the underwriters of the offering. The total net proceeds of the offering, including shares issued pursuant to the fully exercised option, of $130.1 million, net of issuance costs of $6.8 million, will be used for general business purposes, including the funding of future acquisitions.

Accumulated Other Comprehensive Income (Loss)

Comprehensive income (loss) consists of two elements, net income (loss) 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 (loss). Our other comprehensive income (loss) consists primarily of foreign currency translation adjustments for subsidiaries with functional currencies other than the U.S. dollar, unrealized translation gains (losses) on intercompany loans with foreign subsidiaries, and unrealized gains (losses) on interest rate swaps.

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


	September 30, 2020		December 31, 2019
Foreign currency translation adjustment	$	(4,036)	$	(4,530)
Unrealized translation gain (loss) on intercompany loans with foreign subsidiaries	(2,371)		883
Unrealized gain (loss) on interest rate swaps	(33,073)		2,424
Total accumulated other comprehensive loss	$	(39,480)	$	(1,223)

The unrealized translation loss on intercompany loans with foreign subsidiaries as of September 30, 2020 is net of income tax expense of $0.8 million. The income tax expense/benefit allocated to each component of other comprehensive income (loss) for all other periods and components is not material. The Company reclassifies taxes from AOCI to earnings as the items to which the tax effects relate are similarly reclassified.

The functional currency of our foreign subsidiaries are primarily 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 had foreign currency denominated intercompany loans that were used to fund the acquisitions of foreign subsidiaries. As of April 1, 2020 the Company amended the loan agreements to be denominated in U.S dollars. Due to the long-term nature of the loans, the unrealized translation gains (losses) resulting from re-measurement are recognized as a component of accumulated other comprehensive income (loss).

Stock-Based Compensation

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Cost of revenue	$	624	$	250	$	1,512	$	763
Research and development	1,005		683		2,639		1,637
Sales and marketing	968		508		2,415		1,012
General and administrative	8,366		5,746		24,697		15,304
Total	$	10,963	$	7,187	$	31,263	$	18,716

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 nine months ended September 30, 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	1,320,041	40.24
Units vested	(268,449)	39.77
Awards forfeited	(97,804)	41.60
Unvested balances at September 30, 2020	1,744,595	$	39.93

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 nine months ended September 30, 2020 was as follows:


	Number of PRSUs Outstanding	Weighted-Average Grant Date Fair Value (1)
Unvested balances at December 31, 2019	—	$	—
Units granted	66,297	79.72


Unvested balances at September 30, 2020	66,297	$	79.72

(1) Fair value is calculated based on the grant closing stock price of $41.48 as of February 24, 2020 multiplied by a fair value factor of 192.20% as determined using a Monte Carlo simulation.

Significant assumptions used in the Monte Carlo simulation model for the PRSUs granted during the nine months ended September 30, 2020 are as follows:


			September 30, 2020
Expected volatility			45.1%
Risk-free interest rate			1.3%
Remaining performance period (in years)			1.35
Dividend yield			—

Restricted Stock Awards

Restricted share activity during the nine months ended September 30, 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	(179,089)	27.47
Awards forfeited	(24,004)	28.45
Unvested balances at September 30, 2020	168,124	$	29.08

Stock Option Activity

Stock option activity during the nine months ended September 30, 2020 was as follows:


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

Options exercised	(15,169)	5.77

Options expired	(219)	1.79
Outstanding at September 30, 2020	314,310	$	8.71