Stockholders' Equity | Note 16. Stockholders' Equity Share Buyback Program Pursuant to the Company’s existing share buyback program, the Company purchased 189,840 and 241,008 shares of its common stock during the three and six months ended June 30, 2022, for total consideration of $6.1 million and $7.3 million, respectively. The Company purchased 298,727 and 503,425 shares of its common stock during the three and six months ended June 30, 2021, for total consideration of $5.5 million and $9.3 million, respectively. In May 2022, the Company’s Board of Directors authorized a $25.0 million increase to the Company’s share buyback program, which is expected to continue for an indefinite period of time. Since the inception of the program, the Company’s Board of Directors have authorized an aggregate of $185.0 million to the Company’s share buyback program. The primary goal of the program is to offset dilution created by the Company’s equity compensation programs. Purchases are made through open market and private block transactions pursuant to Rule 10b5-1 plans, privately negotiated transactions or other means as determined by the Company’s management and in accordance with the requirements of the SEC and applicable laws. The timing and actual number of treasury share purchases will depend on a variety of factors including price, corporate and regulatory requirements, and other conditions. These treasury share purchases are accounted for under the cost method and are included as a component of treasury stock in the Company’s condensed consolidated balance sheets. Amended and Restated 2015 Equity Incentive Plan As of June 30, 2022, the Company reserved an aggregate of 6,491,959 shares of common stock for future issuance under the Amended and Restated 2015 Equity Incentive Plan, or the 2015 Plan, including 1,192,873 shares, which were reserved in January 2022 pursuant to the evergreen provision in the 2015 Plan. 2014 Employee Stock Purchase Plan As of June 30, 2022, the Company has issued 1,039,832 shares of common stock under the ESPP, and 960,168 shares of its common stock remain available for issuance under the ESPP. In May 2022, the Company issued 85,376 shares at a weighted-average purchase price of $16.88 per share under the ESPP. For the three and six months ended June 30, 2022, the Company recorded ESPP expense of $0.2 million and $0.4 million, respectively. For the three and six months ended June 30, 2021, the Company recorded ESPP expense of $0.2 million and $0.3 million, respectively. Share-Based Award Activity and Balances (excluding the ANP Equity Plan) The Company accounts for share-based compensation payments in accordance with ASC 718, which requires measurement and recognition of compensation expense at fair value for all share-based payment awards made to employees and directors. Under these standards, the fair value of option awards and the option components of the ESPP awards are estimated at the grant date using the Black-Scholes option-pricing model. The fair value of RSUs is estimated at the grant date using the Company’s common share price. Compensation cost for all share-based payments granted with service-based graded vesting schedules is recognized using the straight-line method over the requisite service period. The weighted-averages for key assumptions used in determining the fair value of options granted during the three and six months ended June 30, 2022 and 2021, are as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Average volatility 40.5 % 41.6 % 41.0 % 42.1 % Average risk-free interest rate 3.0 % 1.0 % 2.3 % 1.2 % Weighted-average expected life in years 4.8 5.1 6.1 6.1 Dividend yield rate — % — % — % — % A summary of option activity for the six months ended June 30, 2022, is presented below: Weighted-Average Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term (Years) Value (1) (in thousands) Outstanding as of December 31, 2021 8,455,721 $ 15.67 Options granted 790,874 34.36 Options exercised (1,087,158) 14.62 Options cancelled (86,133) 19.30 Options expired (5,614) 13.79 Outstanding as of June 30, 2022 8,067,690 $ 17.61 5.40 $ 138,665 Exercisable as of June 30, 2022 5,664,200 $ 15.64 4.09 $ 108,470 Vested and expected to vest as of June 30, 2022 7,826,182 $ 17.42 5.29 $ 135,970 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the estimated fair value of the Company’s common stock for those awards that have an exercise price below the estimated fair value at June 30, 2022. For the three and six months ended June 30, 2022, the Company recorded an expense of $2.0 million and $4.5 million, respectively, related to stock options granted under all plans. For the three and six months ended June 30, 2021, the Company recorded an expense of $1.9 million and $4.3 million, respectively, related to stock options granted under all plans. Information relating to option grants and exercises is as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands, except per share data) Weighted-average grant date fair value per option share $ 12.13 $ 7.30 $ 14.75 $ 7.60 Intrinsic value of options exercised 6,510 2,087 18,710 3,116 Cash received from options exercised 4,469 6,000 16,919 8,169 Total fair value of the options vested during the period 1,004 1,278 7,990 8,050 A summary of the status of the Company’s non-vested options as of June 30, 2022, and changes during the six months ended June 30, 2022, is presented below: Weighted-Average Grant Date Options Fair Value Non-vested as of December 31, 2021 2,848,934 $ 6.95 Options granted 790,874 14.75 Options vested (1,150,185) 6.95 Options forfeited (86,133) 8.30 Non-vested as of June 30, 2022 2,403,490 9.47 As of June 30, 2022, there was $17.8 million of total unrecognized compensation cost, net of forfeitures, related to non-vested stock option based compensation arrangements granted under all plans. The cost is expected to be recognized over a weighted-average period of 2.9 years and will be adjusted for future changes in estimated forfeitures. Restricted Stock Units The Company grants restricted stock units, or RSUs, to certain employees and members of the Board of Directors with a vesting period of up to five years. The grantee receives one share of common stock at a specified future date for each RSU awarded. The RSUs may not be sold or otherwise transferred until certificates of common stock have been issued, recorded, and delivered to the participant. The RSUs do not have any voting or dividend rights prior to the issuance of certificates of the underlying common stock. The share-based expense associated with these grants was based on the Company’s common stock fair value at the time of grant and is amortized over the requisite service period, which generally is the vesting period using the straight-line method. During the three and six months ended June 30, 2022, the Company recorded total expenses of $2.0 million and $4.4 million, respectively, related to RSU awards granted under all plans. During the three and six months ended June 30, 2021, the Company recorded expenses of $2.1 million and $4.3 million, respectively, related to RSU awards granted under all plans. As of June 30, 2022, there was $18.8 million of total unrecognized compensation cost, net of forfeitures, related to non-vested RSU-based compensation arrangements granted under all plans. The cost is expected to be recognized over a weighted-average period of 2.9 years and will be adjusted for future changes in estimated forfeitures. Information relating to RSU grants and deliveries is as follows: Total Fair Market Total RSUs Value of RSUs Issued Issued (1) (in thousands) RSUs outstanding at December 31, 2021 1,184,842 RSUs granted 338,680 $ 11,653 RSUs forfeited (36,927) RSUs vested (2) (469,033) RSUs outstanding at June 30, 2022 1,017,562 (1) The total fair market value is derived from the number of RSUs granted times the current stock price on the date of grant. (2) Of the vested RSUs, 178,578 shares of common stock were surrendered to fulfill tax withholding obligations. The 2018 ANP Equity Incentive Plan In December 2018, ANP’s board of directors approved the 2018 Plan, which was set to expire in December 2023. The 2018 Plan permitted the grant of stock options and other equity awards in ANP shares to ANP employees. During the second quarter of 2021, in connection with the ANP restructuring, the 2018 Plan was terminated. At the time the 2018 Plan was terminated, the number of stock options outstanding under the 2018 Plan was 5,018,880. As part of the termination, ANP cash settled 4,091,080 stock options, of which 1,944,771 stock options were vested and 2,146,309 stock options were unvested, for $0.8 million, which approximated the fair value of these awards at the time of settlement. The cash settlement of these awards was recorded as a reduction in equity. For the remaining 927,800 stock option awards that were outstanding under the 2018 Plan at the time the 2018 Plan was terminated, of which 56,925 stock options were vested and 870,875 were unvested, the Company cancelled these awards and issued replacement awards under the 2015 Plan. The modified awards vest over periods ranging from 1 to 2 years and have a 10-year contractual term. The cancellation and replacement of the awards was accounted for as a modification in accordance with ASC 718. As a result of the modification, the cost to the Company was $2.3 million, of which $1.8 million was recorded as share-based compensation within general and administrative expenses in the condensed consolidated statement of operations for the three and six months ended June 30, 2021, and the remaining $0.5 million is being recognized over the vesting period of the modified awards. Share-based Compensation Expense The Company recorded share-based compensation expense, which is included in the Company’s condensed consolidated statement of operations as follows: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 (in thousands) Cost of revenues $ 938 $ 932 $ 2,323 $ 2,078 Operating expenses: Selling, distribution, and marketing 194 147 362 274 General and administrative 2,718 4,568 5,579 7,536 Research and development 385 437 993 1,030 Total share-based compensation $ 4,235 $ 6,084 $ 9,257 $ 10,918 |