Upland Software, Inc.UPLD

Upland Software, Inc. Earnings Per Share Disclosure

10-KFiled Mar 12, 20252 min read
8. Net Loss Per Share
We compute loss per share of our Common Stock and Series A Preferred Stock using the two-class method. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. We consider our Series A Preferred Stock to be a participating security, as its holders are entitled to fully participate in any dividends or other distributions declared or paid on our Common Stock on an as-converted basis.
The following table sets for the computations of net loss per share:
Year Ended December 31,
 (In thousands, except share and per share amounts)202420232022
Numerators:
Net loss
$(112,732)$(179,874)$(68,413)
Preferred stock dividends and accretion(5,592)(5,347)(1,846)
Net loss attributable to common stockholders$(118,324)$(185,221)$(70,259)
Denominator:
Weighted–average common shares outstanding, basic and diluted27,789,248 32,074,906 31,528,881 
Net loss per common share, basic and diluted
$(4.26)$(5.77)$(2.23)
Due to the net losses incurred for the years ended December 31, 2024, 2023 and 2022, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. The Company is required to use the application of the if-converted method for calculating diluted earnings per share on our Series A Preferred Stock. The
Company applies the treasury stock method for calculating diluted earnings per share on our stock options, restricted stock awards, restricted stock units and performance restricted stock units.
The following table sets forth the anti-dilutive common share equivalents excluded from the weighted-average shares used to calculate diluted net loss per common share:
 Year Ended December 31,
 202420232022
Stock options103,561 149,914 154,321 
Restricted stock units2,177,132 1,758,847 1,509,273 
Performance restricted stock units100,000 100,000 93,750 
Series A Preferred Stock on an as-converted basis(1)
7,302,047 6,982,493 6,676,923 
Total anti–dilutive common share equivalents9,682,740 8,991,254 8,434,267 
(1) Per ASU 2020-06, the Company is applying the if-converted method to calculated diluted earnings per share. As of December 31, 2024, the Series A Preferred Stock plus accumulated dividends totaled $127.8 million. The Series A Preferred Stock has a conversion price of $17.50 per share, as detailed in “Note 12. Mezzanine Equity —Series A Convertible Preferred Stock”

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Other Available Disclosures

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