Stock-based compensation | Stock-based compensation The Company grants stock-based awards, consisting of stock options and restricted stock, to its employees, certain non-employee consultants and certain members of its board of directors. The Company measures stock-based compensation expense for restricted stock and stock options granted to its employees and directors on the date of grant and recognizes the corresponding compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company measures stock-based compensation expense for restricted stock and stock options granted to non-employee consultants on the date of grant and recognizes the corresponding compensation expense of those awards over the period in which the related services are received. The Company adjusts for actual forfeitures as they occur. 2018 Equity Incentive Plan On September 26, 2018, the board of directors adopted the 2018 Equity Incentive Plan (the 2018 Plan) as a successor to the 2013 Stock Plan (the 2013 Plan). Any shares subject to outstanding awards under the 2013 Plan that are canceled or repurchased subsequent to the 2018 Plan’s effective date are returned to the pool of shares reserved for issuance under the 2018 Plan. Awards granted under the 2018 Plan may be non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and performance units. Restricted Stock Units Restricted stock consists of restricted stock unit awards (RSUs) which have been granted to employees and non-employee directors. The value of an RSU award is based on the Company’s stock price on the date of grant. Employee grants generally vest over four years and non-employee director grants generally vest over one year. Forfeitures of RSUs are recognized as they occur. The shares underlying the RSU awards are not issued until the RSUs vest. Upon vesting, each RSU converts into one share of the Company’s common stock. Activity with respect to the Company’s restricted stock units during the six months ended March 31, 2023 was as follows: (in thousands, except per share data) Shares Weighted average grant date fair value per share Nonvested shares at September 30, 2022 1,566 $ 67.66 Granted 851 27.36 Vested/Issued (290) 59.99 Forfeited (290) 77.74 Nonvested shares at March 31, 2023 1,837 $ 48.58 As of March 31, 2023, there was $82.0 million of total unrecognized compensation cost related to these awards that is expected to be recognized over a weighted average period of 2.8 years. The total grant date fair value of RSUs awarded during the six months ended March 31, 2023 was $23.3 million. Performance Stock Units Performance stock unit awards (“PSUs”) granted to certain employees will vest upon achievement of operational milestones related to the Wilsonville facility, and Company executives will vest upon achievement of revenue and gross profit metrics as determined by the board of directors, and to certain non-employee consultants will vest upon achievement of operational milestones. Stock compensation expense for PSUs is recorded over the vesting period based on the grant date fair value of the awards and probability of the achievement of specified performance targets. The grant date fair value is equal to the closing share price of the Company’s common stock on the date of grant. For Company executives and employees, PSUs generally vest over a one one Activity under the PSUs during the six months ended March 31, 2023 is summarized below: (in thousands, except per share data) Shares Weighted average grant date fair value per share Nonvested shares at September 30, 2022 529 $ 79.60 Granted 480 28.14 Vested/Issued (18) 51.08 Forfeited (196) 84.83 Nonvested at March 31, 2023 795 $ 47.87 As of March 31, 2023, the maximum unrecognized compensation costs related to these awards was $27.0 million, based on 150% achievement of the performance target. The Company expects to recognize those costs over a weighted average period of 1.6 years. The total grant date fair value of PSUs awarded during the six months ended March 31, 2023 was $13.5 million. Options Stock options are generally granted to employees and were granted to non-employee directors until fiscal year 2020. Stock options entitle the holder to purchase, at the end of the vesting term, a specified number of shares of Company common stock at an exercise price per share equal to the closing market price of the common stock on the date of grant. Stock options have a contractual life from the date of the grant and a vesting schedule as established by the board of directors. The maximum term of stock options granted under the 2018 Plan is 10 years and the awards generally vest over a four-year period. Forfeitures of options are recognized as they occur. The fair value of each service based stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically had been a private company and lacked company-specific historical and implied volatility information for its stock. Therefore, it estimated its expected stock price volatility based on the historical volatility of publicly traded peer companies through the period ended March 31, 2023 and utilized the “simplified” method for awards that qualify as “plain-vanilla” options. As determined under the simplified method, the expected term of stock options granted is calculated based on contractual and vesting terms of the option award, the risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award, the expected dividend yield is zero based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Options activity during the six months ended March 31, 2023 is summarized below: (in thousands, except per share data) Shares Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value Outstanding at September 30, 2022 2,453 $ 24.67 6.33 $ 33,447 Granted — — — — Forfeited (71) 35.15 — — Exercised (58) 14.86 — 639 Outstanding at March 31, 2023 2,324 $ 24.59 5.78 $ 4,250 Nonvested at March 31, 2023 290 36.46 6.74 100 Exercisable 2,034 $ 22.90 5.65 $ 4,150 As of March 31, 2023, the unrecognized compensation costs related to these awards was $6.7 million. The Company expects to recognize those costs over a weighted average period of 1.1 years. Performance-Based Stock Options On September 1, 2020, the board of directors approved the implementation of a revised annual equity award program for executive officers, senior level employees and consultants to be granted as performance-based stock options ("PSOs") under the 2018 Plan. The number of PSOs ultimately earned in fiscal year 2022 by executive officers and senior level employees was calculated based on the achievement of a certain total revenue threshold during the fiscal year ended September 30, 2022. The percentage of performance stock options that vest depends on the board of directors’ determination of total revenue at the end of the performance period and can range from 0% to 150% of the number of options granted. For fiscal year 2022, the achievement was determined to be 150%. The number of PSOs ultimately earned under the awards to a consultant is calculated based on the achievement of certain operational milestones. The maximum term of performance stock options granted under the 2018 Plan is 10 years for both employees and non-employees. The awards generally vest over a two-year period for executive officers and senior level employees. Awards to non-employees generally vest over a five-year period. The provisions of a PSO are considered a performance condition, and the effects of that performance condition are not reflected in the grant date fair value of the awards. The Company used the Black-Scholes method to calculate the fair value at the grant date without regard to the vesting condition and will recognize compensation cost for the options that are expected to vest. Forfeitures of PSOs are recognized as they occur. The Company reassesses the probability of the performance condition at each reporting period and adjusts the compensation cost based on the probability assessment. As of March 31, 2023, the Company determined that 56,250 shares are expected to vest based on the probability of the performance condition that will be achieved under this equity award program. Activity under the PSOs during the six months ended March 31, 2023 is summarized below: (in thousands, except per share data) Shares Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value Outstanding at September 30, 2022 312 $ 61.35 8.33 $ 296 Exercisable at September 30, 2022 19 $ 31.29 9.57 $ 74 Nonvested at September 30, 2022 293 63.27 8.25 222 Vested (237) $ 70.84 — $ — Nonvested at March 31, 2023 56 $ 31.29 9.07 $ — Exercisable at March 31, 2023 256 67.95 7.56 — Outstanding at March 31, 2023 312 $ 61.35 7.83 $ — As of March 31, 2023, the unrecognized compensation costs related to these awards was $0.6 million. The Company expects to recognize those costs over a weighted average period of 1.4 years. Total stock-based compensation (credit)/expense recognized was as follows: Three months ended Six months ended (in thousands) 2023 2022 2023 2022 Cost of revenues $ 1,469 $ 1,241 $ 2,612 $ 2,119 Research and development 3,090 4,838 7,508 8,865 Selling, general and administrative 5,700 16,258 (2,186) 29,421 Total stock-based compensation $ 10,259 $ 22,337 $ 7,934 $ 40,405 During the three and six months ended March 31, 2023, stock-based compensation was decreased primarily due to departing employee share forfeitures and because a revenue target associated with the performance based awards was not met. An immaterial amount of stock-based compensation was capitalized to inventories attributable to employees who support the manufacturing of the Company's products for the three and six months ended March 31, 2023. The balance sheet as of March 31, 2023 includes $1.1 million of stock-based compensation primarily related to the implementation of the Company’s lab production software system and order management system, which was capitalized in property and equipment. 2018 Employee Stock Purchase Plan On September 26, 2018, the board of directors adopted the 2018 Employee Stock Purchase Plan (the "2018 ESPP"). The number of shares reserved for issuance under the 2018 ESPP upon approval was 275,225 shares of the Company’s common stock, and it increases automatically on the first day of each fiscal year, following the fiscal year in which the 2018 ESPP becomes effective, by a number equal to the least of 249,470 shares, 1% of the shares of common stock outstanding at that time, or such number of shares determined by the Company’s board of directors. The number of shares reserved for issuance at March 31, 2023 was as follows: (In thousands) Shares Reserved at September 30, 2022 507 Additional shares authorized 249 Shares issued during the period (132) Reserved at March 31, 2023 624 Subject to any plan limitations, the 2018 ESPP allows eligible service providers (through qualified and non-qualified offerings) to contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of the Company’s common stock at a discounted price per share. The offering periods begin in February and August of each year, except the initial offering period which commenced with the initial public offering in October 2018 and ended on August 20, 2019. Unless otherwise determined by the board of directors, the Company’s common stock will be purchased for the accounts of employees participating in the 2018 ESPP at a price per share that is the lesser of 85% of the fair market value of the Company’s common stock on the first trading day of the offering period or 85% of the fair market value of the Company’s common stock on the last trading day of the offering period. During the three and six months ended March 31, 2023 and 2022, activity under the 2018 ESPP was immaterial. 401(k) Savings Plan During 2018, the Company adopted a 401(k) savings plan for the benefit of its employees. In January 2022, the Company modified its plan to include an employer matching contribution. The Company is required to make matching contributions to the 401(k) plan equal to 50% of the first 6% of wages deferred by each participating employee. The Company incurred expenses for employer matching contributions of $0.7 million and $1.4 million for the three and six months ended March 31, 2023, respectively. Abveris Acquisition |