Stockholders' Equity | Note 13. Stockholders' Equity We completed an initial public offering of our common stock on August 2, 2016, in which we sold 4,120,000 shares of our common stock at a public offering price of $10.00 per share. Immediately prior to the completion of the initial public offering, all then-outstanding shares of our Series A and Series B preferred stock were converted into 5,924,453 shares of our common stock. Our Series A preferred stock converted to common stock at a ratio of 1-for-1.03 and our Series B preferred stock converted to common stock at a ratio of 1-for-1. In addition, immediately prior to the completion of the initial public offering, we issued 2,354,323 additional shares of our common stock that our Series A and Series B preferred stockholders were entitled to receive in connection with the conversion of the preferred stock, and we issued 956,842 shares of our common stock to pay accrued dividends on our Series B preferred stock. We also paid $8.2 million in cumulative accrued dividends to our Series A convertible preferred stockholders in connection with the initial public offering, including $0.1 million of dividends paid to the holders of the common restricted shares. 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, 972,591 and 952,697 shares were added as available for issuance thereunder on January 1, 2021 and 2020, respectively. 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. In the second fiscal quarter of 2020, our Board of Directors appointed a new President and Chief Executive Officer (“CEO”), effective June 8, 2020. In conjunction with the acceptance of the written offer, our CEO received both restricted stock units and stock option awards under our 2016 Plan during the third fiscal quarter of 2020 and the stock options have a seven year term. A portion of the awards will vest on June 30, 2021, with the remaining portion of the awards vesting over a period of three years from the date of grant. Further, all of the stock options included in these awards require that our stock price exceed $40.15 for 20 consecutive trading days during the term of the option in order to vest. The fair value of stock options subject to the market condition was estimated, at the date of grant, using the Monte Carlo Simulation model. The following table sets forth the estimated fair value of stock options granted and the assumptions on which the fair value was determined: 2020 Expected term 4.5 years Expected volatility 45.39% Risk-free interest rate 0.4% Expected dividend yield 0% Fair value on the date of grant $13.60 - $14.70 We recorded total stock-based compensation expense of $10.7 million, $9.8 million and $8.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. This expense was allocated as follows: Year Ended December 31, (In thousands) 2020 2019 2018 Cost of revenue $ 539 $ 329 $ 160 Sales and marketing expenses 5,058 4,331 3,255 Research and development expenses 360 372 242 Reimbursement, general and administrative expenses 4,732 4,792 4,317 Total stock-based compensation expense $ 10,689 $ 9,824 $ 7,974 Total stock-based compensation expense includes a modification of share-based awards held by a former executive resulting in a charge of $0.2 million and $1.0 million for the years ended December 31, 2019 and 2018, respectively. At December 31, 2019, there was no remaining unrecognized pre-tax compensation expense related to this modification. Stock Options Stock options issued to participants other than non-employees typically vest over three or four years and typically have a contractual term of seven or ten years . Stock-based compensation expense included in our Consolidated Statements of Operations for stock options was $4.0 million, $2.7 million and $2.1 million for the years ended December 31, 2020, 2019 and 2018 , respectively. The total grant date fair value of options vested during the year was $3.0 million, $2.3 million and $1.5 million for the years ended December 31, 2020, 2019 and 2018 , respectively. At December 31, 2020 , there was approximately $7.7 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 2.0 years. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, other than options that have a market-based vesting condition, which are valued using the Monte Carlo Simulation model. Annually, we make predictive assumptions regarding future stock price volatility, dividend yield, expected term and forfeiture rate. The dividend yield assumption is based on expected annual dividend yield on the grant date. To date, no dividend on common stock has been paid by us. Expected volatility was estimated using the average historical volatility of public companies of similar size and industry over the similar period as the expected term assumption used for our options. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. We use the “simplified method” to determine the expected term of the stock option grants. We utilize this method because we do not have sufficient public company exercise data in which to make a reasonable estimate. The following table sets forth the estimated fair values of our stock options granted in each of the years indicated, and the assumptions on which the fair values were determined: 2020 2019 2018 Expected term 4.5 4 4 Expected volatility 44.1 - 46.4% 43.2 - 44.6% 42.7 - 43.4% Risk-free interest rate 0.2 - 0.9% 1.6 - 2.6% 2.6 - 3.1% Expected dividend yield 0% 0% 0% Fair value on the date of grant $13.45 - $18.64 $19.57 - $33.12 $12.46 - $29.07 Our stock option activity for the three years ended December 31, 2020, 2019 and 2018, 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, 2017 1,487,720 $ 8.41 6.2 years $ 29,611 Granted 203,614 $ 47.25 Exercised (553,375) $ 2.74 $ 25,393 Forfeited (61,424) $ 21.27 Balance at December 31, 2018 1,076,535 $ 17.94 6.5 years $ 31,172 Granted 189,076 $ 59.52 Exercised (321,806) $ 8.81 $ 16,026 Forfeited (76,322) $ 36.50 Cancelled/Expired (528) $ 19.64 Balance at December 31, 2019 866,955 $ 28.76 6.3 years $ 33,957 Granted 378,695 $ 44.84 Exercised (147,741) $ 7.24 $ 6,540 Forfeited (54,824) $ 50.25 Cancelled/Expired (3,376) $ 63.61 Balance at December 31, 2020 1,039,709 $ 36.43 5.6 years $ 13,381 Options exercisable at December 31, 2020 489,866 $ 25.39 4.8 years $ 11,099 (1) The exercise price of each option granted during the periods 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 473,222 at December 31, 2019, and 622,675 at December 31, 2018 had weighted average exercise prices of $14.14 and $6.75, respectively. The following summarizes additional information about our stock options: Year Ended December 31, Number of: 2020 2019 Non-vested options beginning of the year 393,733 453,860 Non-vested options end of the year 549,843 393,733 Vested options 489,866 473,222 Year Ended December 31, Weighted-average grant date fair value of: 2020 2019 Non-vested options beginning of the year $ 19.55 $ 14.80 Non-vested options end of the year 18.03 19.55 Vested options 10.67 6.01 Forfeited options 20.54 16.66 Time-Based Restricted Stock Unit s 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 our Consolidated Statements of Operations for time-based restricted stock units was $5.2 million, $4.0 million and $3.5 million for the years ended December 31, 2020, 2019 and 2018 , respectively. As of December 31, 2020 , there was approximately $6.8 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 2.0 years. Our time-based restricted stock unit activity for the years ended December 31, 2020, 2019 and 2018 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, 2017 441,507 $ 16.38 $ 12,795 Granted 103,417 $ 38.13 Vested (199,733) $ 15.53 Cancelled (35,559) $ 20.74 Balance at December 31, 2018 309,632 $ 23.69 $ 14,104 Granted 73,920 $ 64.82 Vested (193,339) $ 20.21 Cancelled (18,526) $ 38.36 Balance at December 31, 2019 171,687 $ 43.74 $ 11,591 Granted 175,582 $ 46.42 Modification 2,288 $ 21.85 Vested (118,014) $ 37.57 Cancelled (20,074) $ 53.03 Balance at December 31, 2020 211,469 $ 48.29 $ 9,503 Deferred and unissued at December 31, 2020 (2) 6,469 $ 38.94 $ 291 (1) The aggregate intrinsic value of time-based restricted stock units outstanding was based on our closing stock price on the last trading day of the period. (2) For the year ended December 31, 2020 , there were 1,108 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 director’s 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. On December 31, 2020, upon her departure from our board of directors, we issued 748 shares of common stock to Dr. Pegus, which represented the settlement of restricted stock units that had been previously granted to her in lieu of her quarterly director retainer payments. Excluding those restricted stock units, as of December 31, 2020 , there were 6,469 outstanding restricted stock units that had been previously granted to non-employee directors in lieu of their quarterly director retainer payments. These restricted stock units are not included in the “Balance at December 31, 2020 ” line in the table above because they are fully vested. 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 were earned to the extent performance goals based on revenue and adjusted EBITDA were 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 PSUs granted in 2020 will be earned if and to the extent performance goals based on revenue and adjusted EBITDA are achieved in 2021. 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 threshold performance is achieved and up to 150% of target if maximum performance is achieved. One-third two-thirds Stock-based compensation expense included in our Consolidated Statements of Operations for PSUs was $0.5 million, $2.3 million, and $0.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. The stock-based compensation expense for the year ended December 31, 2020 reflects a $1.0 million benefit due to a change in the estimated payout associated with PSUs granted in 2019 being below the minimum performance target threshold level, as defined. As of December 31, 2020, there was approximately $1.1 million of total unrecognized pre-tax compensation expense related to outstanding PSUs that is expected to be recognized over a weighted average period of 2.0 years. Our performance-based restricted stock unit activity at the estimated payout of 150% of target for the years ended December 31, 2020, 2019 and 2018, 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, 2017 — $ — $ — Granted 70,680 $ 33.53 Vested — $ — Cancelled (5,253) $ 32.36 Balance at December 31, 2018 65,427 $ 33.62 $ 2,980 Granted 25,724 $ 72.64 Vested — $ — Cancelled — $ — Balance at December 31, 2019 91,151 $ 44.63 $ 6,154 Granted 31,731 $ 50.41 Vested (26,204) $ 33.58 Cancelled (17,375) $ 52.87 Balance at December 31, 2020 79,303 $ 47.83 $ 3,564 (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 1,600,000 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, 194,518 and 190,539 shares were added as available for issuance thereunder on January 1, 2021 and 2020, respectively. As of December 31, 2020, 1,587,904 shares were available for future issuance under the ESPP. We recognized $0.9 million, $0.9 million and $0.7 million in stock-based compensation expense related to the ESPP for the years ended December 31, 2020, 2019 and 2018, respectively. |