Stockholders' Equity | Note 11. Stockholders' Equity Stock-Based Compensation Our 2016 Equity Incentive Plan (the “2016 Plan”) authorizes us to grant stock options, stock appreciation rights, restricted stock, stock units and other stock-based awards to employees, non-employee directors and certain consultants and advisors. There were up to 4,800,000 shares of our common stock initially reserved for issuance pursuant to the 2016 Plan. The 2016 Plan provides that the number of shares reserved and available for issuance under the 2016 Plan will automatically increase annually on January 1 of each calendar year, commencing in 2017 and ending on and including January 1, 2026, by an amount equal to the lesser of: (a) 5% of the number of common shares of stock outstanding as of December 31 of the immediately preceding calendar year, or (b) 2,500,000 shares; provided, however, that our Board of Directors may determine that any annual increase be a lesser number. In addition, all awards granted under our 2007 Omnibus Stock Plan and our 2003 Stock Option Plan that were outstanding when the 2016 Plan became effective and that are forfeited, expire, are cancelled, are settled for cash or otherwise not issued, will become available for issuance under the 2016 Plan. Pursuant to the automatic increase feature of the 2016 Plan, 892,318 and 841,686 shares were added as available for issuance thereunder on January 1, 2018 and 2017, respectively. Our Board of Directors exercised its prerogative to forego the automatic increase on January 1, 2019. As of June 30, 2019, 5,133,203 shares were available for future grant pursuant to the 2016 Plan. Upon adoption and approval of the 2016 Plan, all of our previous equity incentive compensation plans were terminated. However, existing awards under those plans continue to vest in accordance with the original vesting schedules and will expire at the end of their original terms. We recorded stock-based compensation expense of $2.3 million and $1.8 million for the three months ended June 30, 2019 and 2018, respectively, and $5.1 million and $3.3 million for the six months ended June 30, 2019 and 2018, respectively. This expense was allocated as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2019 2018 2019 2018 Cost of revenue $ 76 $ 69 $ 174 $ 109 Sales and marketing expenses 1,067 786 2,233 1,438 Research and development expenses 100 26 180 95 Reimbursement, general and administrative expenses 1,031 896 2,470 1,616 Total stock-based compensation expense $ 2,274 $ 1,777 $ 5,057 $ 3,258 Stock Options Stock options issued to participants other than non-employees vest over three or four years and typically have a contractual term of seven or ten years . In each of 2018 and 2017, stock options were granted to our non-employee directors on the date of the annual meeting of stockholders in that year and vested in full on the earlier of one year after the date of grant or on the date of the next year’s annual meeting of stockholders. These options have a contractual term of seven years . Stock-based compensation expense included in the Condensed Consolidated Statements of Operations for stock options was $0.7 million and $ 0.5 million for the three months ended June 30, 2019 and 2018, respectively, and $1.3 million and $1.0 million for the six months ended June 30, 2019 and 2018, respectively. At June 30, 2019, there was approximately $6.2 million of total unrecognized pre-tax stock option expense under our equity compensation plans, which is expected to be recognized on a straight-line basis over a weighted-average period of 2.7 years. Our stock option activity for the six months ended June 30, 2019, was as follows: Weighted- Weighted- Average Average Aggregate Options Exercise Price Remaining Intrinsic (In thousands except options and per share data) Outstanding Per Share (1) Contractual Life Value (2) Balance at December 31, 2018 1,076,535 $ 17.94 6.5 years $ 31,172 Granted 73,948 $ 72.64 Exercised (170,174) $ 9.06 $ 8,713 Forfeited (41,772) $ 26.87 Balance at June 30, 2019 938,537 $ 23.46 6.3 years $ 32,987 Options exercisable at June 30, 2019 561,360 $ 4.27 5.2 years $ 26,140 (1) The exercise price of each option granted during the period shown was equal to the market price of the underlying stock on the date of grant. (2) The aggregate intrinsic value of options exercised represents the difference between the exercise price of the option and the closing stock price of our common stock on the date of exercise. The aggregate intrinsic value of options outstanding represents the difference between the exercise price of the option and the closing stock price of our common stock on the last trading day of the period. Options exercisable of 806,689 as of June 30, 2018, had a weighted-average exercise price of $3.67 per share. Time-Based Restricted Stock Units We have granted time-based restricted stock units to certain participants under the 2016 Plan that are stock-settled with common shares. Time-based restricted stock units granted under the 2016 Plan vest over one to three years . Stock-based compensation expense included in the Condensed Consolidated Statements of Operations for time-based restricted stock units was $1.0 million and $0.9 million for the three months ended June 30, 2019 and 2018, respectively, and $1.9 million and $1.7 million for the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, there was approximately $6.4 million of total unrecognized pre-tax compensation expense related to outstanding time-based restricted stock units that is expected to be recognized over a weighted-average period of 1.9 years. Our time-based restricted stock unit activity for the six months ended June 30, 2019, was as follows: Weighted- Average Grant Aggregate Units Date Fair Value Intrinsic (In thousands except unit and per unit data) Outstanding Per Unit Value (1) Balance at December 31, 2018 309,632 $ 23.69 $ 14,104 Granted 56,707 $ 68.96 Vested (168,560) $ 18.33 Cancelled (12,251) $ 32.10 Balance at June 30, 2019 185,528 $ 41.84 $ 10,560 Deferred and unissued at June 30, 2019 (2) 4,957 $ 37.71 $ 282 (1) The aggregate intrinsic value of restricted stock units outstanding was based on our closing stock price on the last trading day of the period. (2) For the six months ended June 30, 2019, there were 1,092 restricted stock units granted to non-employee directors in lieu of their quarterly cash retainer payments. These restricted stock units were fully vested upon grant and represent the right to receive one share of common stock, per unit, upon the earlier of the directors’ termination of service as a director of ours or the occurrence of a change of control of us. These restricted stock units are included in the “Granted” line in the table above and are also included in the “Vested” line in the table above due to their being fully vested upon grant. As of June 30, 2019, there were 4,957 outstanding restricted stock units that have been previously granted to non-employee directors in lieu of their quarterly director retainer payments. Performance-Based Restricted Stock Units We have granted performance-based restricted stock units (“PSUs”) to certain participants under the 2016 Plan. These PSUs have both performance-based and time-based vesting features. The PSUs granted in 2018 will be earned if and to the extent performance goals based on revenue and adjusted EBITDA are achieved in 2019. The PSUs granted in 2019 will be earned if and to the extent performance goals based on revenue and adjusted EBITDA are achieved in 2020. The number of PSUs earned will depend on the level at which the performance targets are achieved and can range from 50% of target if the minimum performance threshold is achieved and up to 150% of target if maximum performance is achieved. One-third of the earned PSUs will vest on the date the Compensation and Organization Committee certifies the number of PSUs earned, and the remaining two-thirds of the earned PSUs will vest on the first anniversary of that certification date. All earned and vested PSUs will be settled in shares of common stock. Stock-based compensation expense included in the Condensed Consolidated Statements of Operations for PSUs was $0.5 million and $0.2 million for the three months ended June 30, 2019 and 2018, respectively, and $1.2 million and $0.3 million for the six months ended June 30, 2019 and 2018, respectively. The stock-based compensation expense for the six months ended June 30, 2019 reflects a $0.6 million charge due to a change in the estimated payout to 150% of target for those PSUs granted in 2018. As of June 30, 2019, there was approximately $3.3 million of total unrecognized pre-tax compensation expense related to outstanding PSUs that is expected to be recognized over a weighted average period of 2.2 years. Our performance-based restricted stock unit activity reflected at the estimated payout of 150% of target for the six months ended June 30, 2019, was as follows: Performance- Weighted- Based Average Grant Aggregate Units Date Fair Value Intrinsic (In thousands except unit and per unit data) Outstanding Per Unit Value (1) Balance at December 31, 2018 65,427 $ 33.62 $ 2,980 Granted 25,724 $ 72.64 Vested — $ — Cancelled — $ — Balance at June 30, 2019 91,151 $ 44.63 $ 5,188 (1) The aggregate intrinsic value of performance-based restricted stock units outstanding was based on our closing stock price on the last trading day of the period. Employee Stock Purchase Plan Our employee stock purchase plan (“ESPP”), which was approved by our Board of Directors on April 27, 2016, and by our stockholders on June 20, 2016, allows participating employees to purchase shares of our common stock at a discount through payroll deductions. The ESPP is available to all of our employees and employees of participating subsidiaries. Participating employees may purchase common stock, on a voluntary after-tax basis, at a price equal to 85% of the lower of the closing market price per share of our common stock on the first or last trading day of each stock purchase period. The ESPP provides for six-month purchase periods, beginning on May 16 and November 16 of each calendar year. A total of 1.6 million shares of common stock was initially reserved for issuance under the ESPP. This share reserve will automatically be supplemented each January 1, commencing in 2017 and ending on and including January 1, 2026, by an amount equal to the least of (a) 1% of the shares of our common stock outstanding on the immediately preceding December 31, (b) 500,000 shares or (c) such lesser amount as our Board of Directors may determine. Pursuant to the automatic increase feature of the ESPP, 178,463 and 168,337 shares were added to the ESPP on January 1, 2018 and 2017, respectively. Our Board of Directors exercised its prerogative to forego the automatic increase on January 1, 2019. As of June 30, 2019, 1,499,190 shares were available for future issuance under the ESPP. We recognized stock-based compensation expense associated with the ESPP of $ 0.2 million and $0.1 million for the three months ended June 30, 2019 and 2018, respectively, and $ 0.5 million and $0.3 million for the six months ended June 30, 2019 and 2018, respectively. |