Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 |
Stockholders' Equity | |
Stockholders' Equity | |
11. Stockholders' Equity |
Common Stock—As of December 31, 2013 and 2014, the number of authorized shares of common stock, par value $0.0001 per share, was 150,000,000, of which 38,160,928 and 38,621,169 were issued and outstanding, respectively. |
During the year ended December 31, 2012, the Company issued 165,775 unregistered shares of its common stock and 132,617 unvested and unregistered shares of its common stock as part of the Anomalous purchase consideration, as described in Note 4. During the year ended December 31, 2013, the Company cancelled and retired the 132,617 unvested and unregistered shares of its common stock. |
During the year ended December 31, 2013, the Company issued 17,941 and 58,975 shares of its common stock to certain of its employees and members of its board of directors, respectively, under the Company's 2011 Stock Incentive Plan (the "2011 Plan"). During the year ended December 31, 2014, the Company issued 230,681 and 70,523 shares of its common stock to certain of its employees and members of its board of directors, respectively, under the provisions of the 2011 Plan. For the years ended December 31, 2013 and 2014, the Company recorded stock-based compensation expense of $0.8 million and $4.5 million, respectively, related to common stock issuances to certain of its employees and members of its board of directors. |
At the June 5, 2014 annual meeting of the Company's stockholders, an amendment to the Company's 2011 Stock Incentive Plan (the "2011 Plan") to reserve an additional 950,000 shares of common stock for issuance under the 2011 Plan was approved by a majority of the Company's stockholders. The Company's board of directors had previously approved such amendment. |
In November 2012, the Company's Board of Directors authorized a share repurchase program under which the Company may repurchase up to $20 million of its outstanding common stock on the open market or in privately negotiated transactions. During 2012, the Company repurchased 357,751 shares of common stock at an average price per share, including broker commissions, of $12.29, for an aggregate purchase price of $4.4 million. Of the 357,751 shares purchased in 2012, all were repurchased pursuant to trades entered into in 2012, with trades for 216,551 shares settling and such shares being retired in December 2012, and trades for the remaining 141,200 shares settling and such shares being retired in January 2013 as a result of the three trading day settlement convention. During the year ended December 31, 2013, the Company repurchased 519,760 shares of common stock at an average price per share, including broker commissions, of $13.26, for an aggregate purchase price of $6.9 million. In November 2014, the Company's board of directors authorized another share repurchase program under which the Company may repurchase up to $30 million of its outstanding common stock on the open market or in privately negotiated transactions. The $30 million includes $2.3 million of unused funds from the original $20 million share repurchase program announced in 2012. During the year ended December 31, 2014, the Company repurchased 579,251 shares of common stock at an average price per share, including broker commissions, of $13.66, for an aggregate purchase price of $7.9 million. |
Preferred Stock—As of December 31, 2013 and 2014, the number of authorized shares of preferred stock, par value $0.0001 per share, was 5,000,000, of which 0 were issued and outstanding. |
Common Stock Warrants—During the year ended December 31, 2013, warrant holders exercised warrants to purchase a total of 14,907 shares of common stock. The Company received proceeds of $34,747 related to these warrant exercises. During the year ended December 31, 2014, a warrant holder exercised a warrant to purchase a total of 710 shares of common stock. The Company received proceeds of $1,850 related to this warrant exercise. |
On March 22, 2011, the Company issued a warrant to purchase up to 1,282,789 shares of its common stock to Dell Products, L.P. ("Dell") in connection with the entry of the Company and Dell into a 49-month strategic relationship agreement. Under the terms of the warrant, the 1,282,789 shares of common stock may become exercisable upon the achievement of certain annual recurring revenue thresholds over the 49-month period. The warrant is exercisable at $5.987 per share. As of December 31, 2014, none of the shares that may become exercisable under this warrant were probable of being earned and becoming vested and accordingly no value was ascribed to this warrant. On a quarterly basis the Company reviews the actual annual recurring revenue related to the Dell strategic relationship agreement to determine if it is probable that Dell will reach any of the annual recurring revenue thresholds that would result in warrant shares being earned and becoming vested, and to the extent the Company deems it probable that any warrant shares will be earned and become vested, the Company will record the fair value of those shares to intangible assets and non-current liabilities using a Black-Scholes valuation model and mark to market each period thereafter until such time as the warrant shares are actually earned and vest. |
A summary of warrants to purchase common stock issued and exercised during the years ended December 31, 2012, 2013 and 2014 is presented below: |
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| | Common | | | | | | | | | | | | | | | | |
Stock | | | | | | | | | | | | | | | |
Warrants | | | | | | | | | | | | | | | |
Outstanding at December 31, 2011 | | | 589,941 | | | | | | | | | | | | | | | | |
Exercised | | | (449,877 | ) | | | | | | | | | | | | | | | |
Issued | | | 10,000 | | | | | | | | | | | | | | | | |
Cancelled | | | (124,447 | ) | | | | | | | | | | | | | | | |
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Outstanding at December 31, 2012 | | | 25,617 | | | | | | | | | | | | | | | | |
Exercised | | | (14,907 | ) | | | | | | | | | | | | | | | |
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Outstanding at December 31, 2013 | | | 10,710 | | | | | | | | | | | | | | | | |
Exercised | | | (710 | ) | | | | | | | | | | | | | | | |
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Outstanding at December 31, 2014 | | | 10,000 | | | | | | | | | | | | | | | | |
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Weighted average exercise price | | $ | 14.02 | | | | | | | | | | | | | | | | |
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Stock Options—As of December 31, 2013, the Company had five stock-based compensation plans, the Employee Stock Option/Stock Issuance Plan (the "Employee Plan"), the Executive Stock Option/Stock Issuance Plan (the "Executive Plan"), the 2005 Stock Incentive Plan (the "2005 Plan"), the Traq Amended and Restated 1999 Stock Plan (the "1999 Plan") and the 2011 Stock Incentive Plan (the "2011 Plan"). The 2011 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards and other stock-based awards. |
Under the provisions of the Employee Plan, the Executive Plan, the 2005 Plan, the 1999 Plan and the 2011 Plan (the "Plans"), the exercise price of each option is determined by the Company's board of directors or by a committee appointed by the board of directors. Under the 2011 Plan, the exercise price of all stock options must not be less than the fair market value of a share of common stock on the date of grant. The period over which options vest and become exercisable, as well as the term of the options, is determined by the board of directors or the committee appointed by the board of directors. The options generally vest over four years and expire 10 years after the date of the grant. During the year ended December 31, 2013, the Company's board of directors granted stock options to purchase an aggregate of 463,475 shares of common stock under the 2011 Plan to employees and non-employees, at a weighted average exercise price of $14.25 per share. During the year ended December 31, 2014, the Company's board of directors did not grant any stock options. |
For the years ended December 31, 2013 and 2014, the Company recorded stock-based compensation expense of $8.2 million and $6.6 million, respectively, related to stock options. |
As of December 31, 2014, there was $6.3 million of total unrecognized stock-based compensation cost, net of estimated forfeitures, related to stock options. This amount will be amortized on a straight-line basis over the requisite service period related to the stock option grants |
A summary of the status of stock options issued pursuant to the Plans during the years ended December 31, 2012, 2013 and 2014 is presented below: |
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Options | | Number of | | Weighted | | Weighted | | | | | | | | | | |
Shares | Average | Average | | | | | | | | | |
| Exercise Price | Contractual | | | | | | | | | |
| | Life (years) | | | | | | | | | |
Outstanding at December 31, 2011 | | | 6,670,335 | | $ | 3.6 | | | 7.3 | | | | | | | | | | |
Granted | | | 2,326,500 | | $ | 15.83 | | | | | | | | | | | | | |
Forfeited | | | (282,909 | ) | $ | 8.67 | | | | | | | | | | | | | |
Exercised | | | (1,859,557 | ) | $ | 2.19 | | | | | | | | | | | | | |
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Outstanding at December 31, 2012 | | | 6,854,369 | | $ | 7.92 | | | 7.5 | | | | | | | | | | |
Granted | | | 463,475 | | $ | 14.25 | | | | | | | | | | | | | |
Forfeited | | | (135,626 | ) | $ | 13.15 | | | | | | | | | | | | | |
Exercised | | | (1,015,817 | ) | $ | 4.75 | | | | | | | | | | | | | |
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Outstanding at December 31, 2013 | | | 6,166,401 | | $ | 8.81 | | | 6.9 | | | | | | | | | | |
Granted | | | — | | $ | — | | | | | | | | | | | | | |
Forfeited | | | (109,234 | ) | $ | 14.43 | | | | | | | | | | | | | |
Exercised | | | (453,275 | ) | $ | 4.62 | | | | | | | | | | | | | |
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Outstanding at December 31, 2014 | | | 5,603,892 | | $ | 9.04 | | | 5.9 | | | | | | | | | | |
Exercisable at end of the period | | | 4,762,752 | | | 8.05 | | | 5.6 | | | | | | | | | | |
$ | | | | | | | | | |
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Available for future grants at December 31, 2014 | | | 1,068,405 | | | | | | | | | | | | | | | | |
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The intrinsic values of options outstanding, vested and exercised during the years ended December 31, 2012, 2013 and 2014 were as follows: |
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| | 2012 | | 2013 | | 2014 | |
| | Number of | | Intrinsic | | Number of | | Intrinsic | | Number of | | Intrinsic | |
Options | Value | Options | Value | Options | Value |
Outstanding | | | 6,854,369 | | $ | 35,977,101 | | | 6,166,401 | | $ | 57,358,729 | | | 5,603,892 | | $ | 28,536,126 | |
Vested | | | 3,226,280 | | $ | 27,902,361 | | | 4,086,272 | | $ | 46,133,626 | | | 4,762,752 | | $ | 28,205,096 | |
Exercised | | | 1,859,557 | | $ | 29,851,276 | | | 1,015,817 | | $ | 14,932,262 | | | 453,275 | | $ | 5,451,897 | |
During the year ended December 31, 2013, employees of the Company exercised options to purchase a total of 1,015,817 shares of common stock at exercise prices ranging from $0.25 to $20.39 per share. Proceeds from the stock option exercises totaled $4.8 million. |
During the year ended December 31, 2014, employees of the Company exercised options to purchase a total of 453,275 shares of common stock at exercise prices ranging from $0.25 to $17.74 per share. Proceeds from the stock option exercises totaled $2.1 million. |
Restricted Stock Units—During the year ended December 31, 2014, the Company issued 879,122 restricted stock units to certain employees under the provisions of the 2011 Plan, of which 135,912 were performance-based restricted stock units, and 284,303 restricted stock units vested resulting in an equal number of shares of common stock being issued. These grants of restricted stock units had an aggregate fair value of $16.1 million. The value of a restricted stock unit award is determined based on the closing price of the Company's stock price at the date of grant. A restricted stock unit award entitles the holder to receive shares of the Company's common stock as the award vests. The restricted stock units vest over periods that range from one to three years. Stock-based compensation expense is amortized on a straight-line basis over the vesting period. |
During the year ended December 31, 2013, the Company issued 684,084 restricted stock units to certain employees under the provisions of the 2011 Plan. These grants of restricted stock units had an aggregate fair value of $10.2 million. The value of a restricted stock unit award is determined based on the closing price of the Company's stock price at the date of grant. A restricted stock unit award entitles the holder to receive shares of the Company's common stock as the award vests. The restricted stock units vest over periods that range from one to three years. Stock-based compensation expense is amortized on a straight-line basis over the vesting period. |
For the years ended December 31, 2013 and 2014, the Company recorded stock-based compensation expenses of $4.2 million and $7.4 million, respectively, related to restricted stock unit awards. |
As of December 31, 2014, there was $14.0 million of total unrecognized stock-based compensation cost, net of estimated forfeitures, related to unvested restricted stock units. This amount will be amortized on a straight-line basis over the requisite service period related to the restricted unit grants. |
A summary of the status of restricted stock units issued pursuant to the 2011 Plan during the years ended December 31, 2012, 2013 and 2014 is presented below: |
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Restricted Stock Units | | Number of Shares | | Weighted | | | | | | | | | | | | | |
Average Fair | | | | | | | | | | | | |
Value | | | | | | | | | | | | |
Outstanding at December 31, 2011 | | | — | | $ | — | | | | | | | | | | | | | |
Granted | | | 223,814 | | $ | 17.3 | | | | | | | | | | | | | |
Forfeited | | | (2,500 | ) | $ | 20.35 | | | | | | | | | | | | | |
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Outstanding at December 31, 2012 | | | 221,314 | | $ | 17.27 | | | | | | | | | | | | | |
Granted | | | 684,084 | | $ | 14.89 | | | | | | | | | | | | | |
Vested | | | (92,338 | ) | $ | 17.05 | | | | | | | | | | | | | |
Forfeited | | | (4,267 | ) | $ | 15.7 | | | | | | | | | | | | | |
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Outstanding at December 31, 2013 | | | 808,793 | | $ | 15.29 | | | | | | | | | | | | | |
Granted | | | 879,122 | | $ | 18.36 | | | | | | | | | | | | | |
Vested | | | (284,303 | ) | $ | 15.99 | | | | | | | | | | | | | |
Forfeited | | | (231,107 | ) | $ | 15.26 | | | | | | | | | | | | | |
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Outstanding at December 31, 2014 | | | 1,172,505 | | $ | 17.36 | | | | | | | | | | | | | |
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In accordance with Accounting Standards Classification ("ASC") 718, Share Based Payment ("ASC 718"), total compensation expense for stock-based compensation awards was $9.2 million, $13.3 million and $18.5 million for the years ended December 31, 2012, 2013 and 2014, respectively, which is included on the accompanying consolidated statements of operations as follows (in thousands): |
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| | For the Years Ended | | | | | | | | | | |
December 31, | | | | | | | | | |
| | 2012 | | 2013 | | 2014 | | | | | | | | | | |
Cost of goods sold | | $ | 1,347 | | $ | 2,108 | | $ | 3,873 | | | | | | | | | | |
Sales and marketing expenses | | | 2,133 | | | 3,941 | | | 5,065 | | | | | | | | | | |
General and administrative expenses | | | 5,105 | | | 6,220 | | | 6,802 | | | | | | | | | | |
Research and development | | | 580 | | | 990 | | | 2,758 | | | | | | | | | | |
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Total stock-based employee compensation | | $ | 9,165 | | $ | 13,259 | | $ | 18,498 | | | | | | | | | | |
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Stock-based compensation expense for the equity awards outstanding as of December 31, 2014 will be recognized over the following periods as follows (in thousands): |
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Years Ending December 31, | | | | | | | | | | | | | | | | | | |
2015 | | $ | 13,148 | | | | | | | | | | | | | | | | |
2016 | | | 6,610 | | | | | | | | | | | | | | | | |
2017 | | | 950 | | | | | | | | | | | | | | | | |
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| | $ | 20,708 | | | | | | | | | | | | | | | | |
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Stock-based compensation costs are generally based on the fair value calculated from the Black-Scholes valuation model on the date of grant for stock options. The Black-Scholes valuation model requires the Company to estimate key assumptions such as expected volatility, expected terms, risk-free interest rates and dividend yields. The Company determined the assumptions in the Black-Scholes valuation model as follows: expected volatility is a combination of the Company's competitors' historical volatility; expected term is calculated using the "simplified" method prescribed in ASC 718; and the risk-free rate is based on the U.S. Treasury yield on 5- and 7-year instruments in effect at the time of grant. A dividend yield is not used, as the Company has never paid cash dividends and does not currently intend to pay cash dividends. The Company periodically reviews the assumptions and modifies the assumptions accordingly. |
As part of the requirements of ASC 718, the Company is required to estimate potential forfeitures of stock grants and adjust compensation cost recorded accordingly. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock-based compensation expense to be recognized in future periods. The fair values of stock grants are amortized as compensation expense on a straight-line basis over the vesting period of the grants. Compensation expense recognized is shown in the operating activities section of the statement of cash flows. |
The Company did not grant any stock options during 2014. The fair value of the stock options granted during 2012 and 2013 was determined at the date of grant using the Black-Scholes valuation model with the following assumptions: |
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| | 2012 | | 2013 | | | | | | | | | | | | | | | |
Expected dividend yield | | 0% | | 0% | | | | | | | | | | | | | | | |
Risk-free interest rate | | 0.79% to 1.16% | | 1.04% to 1.86% | | | | | | | | | | | | | | | |
Expected term (in years) | | 5.5 - 6.1 years | | 5.7 - 6.1 years | | | | | | | | | | | | | | | |
Expected volatility | | 58.09% - 59.92% | | 56.34% - 56.84% | | | | | | | | | | | | | | | |
Based on the above assumptions, the weighted-average fair value per share of stock options granted during the years ended December 31, 2012 and 2013 was approximately $8.50 and $7.55, respectively. |
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