Stockholders' Equity | 3 Months Ended |
Mar. 31, 2015 |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity |
Capital Structure |
The Company is authorized to issue 450,000,000 shares of common stock with a par value of $0.001 per share. As of March 31, 2015, the Company had 49,611,533 shares of common stock issued and outstanding. |
The Company is also authorized to designate and issue up to 5,000,000 shares of preferred stock with a par value of $0.001 per share in one or more series without stockholder approval and to fix the rights, preferences, privileges and restrictions thereof. As of March 31, 2015, the Company had no shares of preferred stock issued and outstanding. |
Common Stock Subject to Forfeiture |
In connection with employment and service agreements entered into in connection with the Company’s acquisition of SoCoCare in October 2013 ("Acquisition Date"), the Company issued 118,577 shares of unvested restricted common stock, the vesting of which is contingent upon continuing employment or services and subject to forfeiture. During October 2014, 50% of such shares vested. During the three months ended March 31, 2015, in accordance with the applicable stock issuance agreement, the vesting on 37,905 shares accelerated in connection with the termination of employment of a shareholder. The remaining 21,384 shares will vest on the second anniversary of the Acquisition Date, provided the recipients thereof continue in service to the Company through such date. These shares were valued at $8.48 per share, based on the Acquisition Date fair value of the Company’s common stock. This amount is being recorded as stock-based compensation on a straight-line basis over the requisite service periods. For each of the three months ended March 31, 2015 and 2014, $0.2 million was included as stock-based compensation expense related to these shares. As of March 31, 2015 and December 31, 2014, the 21,384 shares and 59,289 shares that were subject to forfeiture were included in issued and outstanding shares of common stock, respectively. |
Warrants |
As of March 31, 2015 and December 31, 2014, the Company had outstanding warrants to purchase 359,596 shares of common stock with a weighted-average exercise price of $5.59 per share, which expire on various dates between February 2020 and February 2024. |
Common Stock Reserved for Future Issuance |
Shares of common stock reserved for future issuance related to outstanding equity awards, common stock warrants, and employee equity incentive plans were as follows (in thousands): |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| | March 31, 2015 | | | | | | | | | | |
Stock options outstanding | | 6,891 | | | | | | | | | | | |
| | | | | | | | | |
Restricted stock units outstanding | | 1,458 | | | | | | | | | | | |
| | | | | | | | | |
Shares available for future grant under 2014 Plan | | 5,756 | | | | | | | | | | | |
| | | | | | | | | |
Shares available for future issuance under ESPP | | 1,217 | | | | | | | | | | | |
| | | | | | | | | |
Common stock warrants outstanding | | 360 | | | | | | | | | | | |
| | | | | | | | | |
Total shares of common stock reserved | | 15,682 | | | | | | | | | | | |
| | | | | | | | | |
Equity Incentive Plans |
Prior to the IPO, the Company granted stock options under its Amended and Restated 2004 Equity Incentive Plan, as amended (the “2004 Plan”). |
In March 2014, the Company’s board of directors and stockholders approved the 2014 Equity Incentive Plan (“2014 Plan”) and 5,300,000 shares of common stock were reserved for issuance under the 2014 Plan. In addition, on the first day of each year beginning in 2015 and ending in 2024, the 2014 Plan provides for an annual automatic increase to the shares reserved for issuance in an amount equal to 5% of the total number of shares outstanding on December 31st of the preceding calendar year or a lesser number as determined by the Company’s board of directors. Pursuant to the automatic annual increase, 2,466,124 additional shares were reserved under the 2014 Plan on January 1, 2015. |
Upon the effectiveness of the 2014 Plan on April 3, 2014, no future grants will be made under the 2004 Plan. All shares reserved under the 2004 Plan became available for grant under the 2014 Plan. Any forfeited or expired shares that would otherwise return to the 2004 Plan after the IPO instead return to the 2014 Plan. As of March 31, 2015, 5,756,262 shares of common stock were available for future grant under the 2014 Plan. |
The 2004 Plan and the 2014 Plan are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. |
Stock Options |
A summary of the Company’s stock option activities during the three months ended March 31, 2015 is as follows (in thousands, except years and per share data): |
|
| | | | | | | | | | | | | |
| | Number of | | Weighted | | Weighted | | Aggregate |
Shares | Average | Average | Intrinsic |
Outstanding | Exercise | Remaining | Value |
| Price | Contractual | |
| | Life | |
| | (Years) | |
Outstanding as of December 31, 2014 | | 7,164 | | | $ | 4.34 | | | | | |
|
Options granted | | — | | | — | | | | | |
|
Options exercised | | (209 | ) | | 0.55 | | | | | |
|
Options forfeited or expired | | (64 | ) | | 6.35 | | | | | |
|
Outstanding as of March 31, 2015 | | 6,891 | | | $ | 4.44 | | | 7.2 | | $ | 15,714 | |
|
The Company has computed the aggregate intrinsic value amounts disclosed in the above table based on the difference between the original exercise price of the options and the fair market value of the Company’s common stock of $5.56 as of March 31, 2015 for all in-the-money options outstanding. |
Restricted Stock Units |
A summary of the Company's RSU activities during the three months ended March 31, 2015 is as follows (in thousands, except per share data): |
| | | | | | |
| | | | | | | | | | | | | |
| | Number of Shares | | Weighted Average Grant Date Fair Value Per Share | | | | | | |
Outstanding as of December 31, 2014 | | 1,370 | | | $ | 5.21 | | | | | | | |
| | | | | |
RSUs granted | | 188 | | | 4.56 | | | | | | | |
| | | | | |
RSUs vested and released | | (79 | ) | | 5.31 | | | | | | | |
| | | | | |
RSUs forfeited | | (21 | ) | | 4.99 | | | | | | | |
| | | | | |
Outstanding as of March 31, 2015 | | 1,458 | | | $ | 5.13 | | | | | | | |
| | | | | |
Employee Stock Purchase Plan |
The Company's 2014 Employee Stock Purchase Plan ("ESPP") became effective on April 3, 2014 and is described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The number of shares of common stock originally reserved for issuance under the ESPP was 880,000 shares, which will increase automatically each year, beginning on January 1, 2015 and continuing through January 1, 2024, by the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year; (ii) 1,000,000 shares of common stock (subject to adjustment to reflect any split or combination of the Company’s common stock); or (iii) such lesser number as determined by the Company’s board of directors. Pursuant to the automatic annual increase, 493,224 additional shares were reserved under the ESPP on January 1, 2015. As of March 31, 2015, 1,217,093 shares of common stock were available for future grants under the ESPP. |
During the three months ended March 31, 2015, no purchases were made under the ESPP. |
Stock-Based Compensation |
Stock-based compensation expenses for the three months ended March 31, 2015 and 2014 are as follows (in thousands): |
| | | | | |
| | | | | | | | | | | | | |
| | Three Months Ended | | | | | |
| | March 31, 2015 | | March 31, 2014 | | | | | |
Cost of revenue | | $ | 188 | | | $ | 87 | | | | | | |
| | | | |
Research and development | | 574 | | | 350 | | | | | | |
| | | | |
Sales and marketing | | 524 | | | 326 | | | | | | |
| | | | |
General and administrative | | 949 | | | 433 | | | | | | |
| | | | |
Total stock-based compensation | | $ | 2,235 | | | $ | 1,196 | | | | | | |
| | | | |
As of March 31, 2015, unrecognized stock-based compensation expenses by award type, net of estimated forfeitures, and their expected weighted-average recognition periods are summarized in the following table (in thousands, except years). |
| |
| | | | | | | | | | | | | |
| | Stock Option | | RSU | | ESPP | |
Unrecognized stock-based compensation expense | | $ | 9,710 | | | $ | 5,280 | | | $ | 131 | | |
|
Weighted-average amortization period | | 2.7 years | | | 3.4 years | | | 0.1 years | | |
|
The Company recognizes stock-based compensation expense that is calculated based upon awards ultimately expected to vest and, thus, stock-based compensation expense is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. All stock-based compensation for equity awards granted to employees and non-employee directors is measured based on the grant date fair value of the award. |
The Company values RSUs at the closing market price of its common stock on the date of grant. The Company estimates the fair value of each stock option and purchase right under the ESPP granted to employees on the date of grant using the Black-Scholes option-pricing model and using the assumptions noted in the below table. The weighted-average assumptions used to value stock options granted during the three months ended March 31, 2015 and 2014 were as follows: |
| | | | | | | | | |
| | | | | | | | | | | | | |
Stock Options | | Three Months Ended | | | | | | | | | |
| | March 31, 2015 | | March 31, 2014 | | | | | | | | | |
Expected term (years) | | * | | 6.1 | | | | | | | | | |
Volatility | | * | | 56% | | | | | | | | | |
Risk-free interest rate | | * | | 1.80% | | | | | | | | | |
Dividend yield | | * | | — | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
* No stock options were granted during the three months ended March 31, 2015. | | | | | | | | | |