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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2015
Stockholders' Equity |
Stockholders' Equity | 15. Stockholders' Equity Common and Preferred Stock In June 2014, the Company completed an initial public offering in which the Company sold 5,840,000 shares of its common stock, which included 1,200,000 shares of the Company’s common stock pursuant to the underwriters’ exercise of their over-allotment option, at a price to the public of $7.00 per share, resulting in gross proceeds of $40.9 million. In connection with the offering, the Company paid $6.2 million in underwriting discounts, commissions, and offering costs, resulting in net proceeds of $34.7 million. The Company’s Certificate of Incorporation, as amended and restated in June 2014 in connection with the closing of its initial public offering, authorizes the Company to issue 300,000,000 shares of common stock, $0.0001 par value per share, and 20,000,000 shares of preferred stock, $0.0001 par value per share. As of December 31, 2015 and 2014, there were no shares of preferred stock issued or outstanding. Equity Plans As of December 31, 2015, the Company had two equity plans, the 2015 Equity Incentive Award Plan, or 2015 Plan, and the 2014 Employee Stock Purchase Plan or ESPP. Prior to the adoption of these plans, the Company granted options pursuant to the Amended and Restated 2005 Equity Incentive Award Plan, 2002 Amended and Restated Stock Option/Stock Issuance Plan and, from 1998 through 2001, the Company’s board of directors granted options to purchase shares of its common stock under the Key Employee Stock Incentive Plan, the 2001 Employee Incentive Plan, the 2000 Employee Incentive Plan and the 1999 Employee Incentive Plan. Upon termination of the predecessor plans, the shares available for grant at the time of termination, and shares subsequently returned to the plans upon forfeiture or option termination, were transferred to the successor plan in effect at the time of share return. The Company issues new shares of common stock upon exercise of stock options. The 2015 Equity Incentive Plan In March 2015, the Board of Directors adopted the Company’s 2015 Equity Incentive Plan, or the 2015 Plan, which was approved by the Company’s stockholders in May 2015 and is set to expire in March 2025. The 2015 Plan is designed to meet the needs of a publicly traded company, including the requirements for granting “performance based compensation” under Section 162(m) of the Internal Revenue Code. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, performance shares, and other stock or cash awards to employees of the Company and its subsidiaries, members of the Board of Directors and consultants. The Company initially reserved 5,000,000 shares of common stock for issuance under the 2015 Plan. This number will be increased by the number of shares available for issuance under the Company’s prior equity incentive plans or arrangements that are not subject to options or other awards, plus the number of shares of common stock related to options or other awards granted under the Company’s prior equity incentive plans or arrangements that are repurchased, forfeited, expired, or cancelled on or after the effective date of the 2015 Plan. The 2015 Plan also contains an “evergreen provision” that allows for an annual increase in the number of shares available for issuance on January 1 of each year during the 10 year term of the 2015 Plan, beginning January 1, 2016. The annual increase in the number of shares shall be the lessor of (i) 3,000,000 shares, (ii) two and one-half percen t ( 2.5% ) o f the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) such number of shares as determi ned by the Board of Directors. As of the effective date, there were 5,300,296 shares available for grant under the 2015 Plan. As of December 31, 2015, the Company reserved an aggregate of 5.4 million shares of common stock for future issuance under the 2015 Plan. In March 2016, an additional 1,129,962 shares were reserved under the 2015 Plan. Amended and Restated 2005 Equity Incentive Award Plan The Amended and Restated 2005 Equity Incentive Award Plan, or 2005 Plan provided for the grant of incentive stock options, or ISOs, nonqualified stock options, or NQSOs, restricted stock awards, restricted stock unit awards, stock appreciation rights, or SARs, dividend equivalents and stock payments to the Company’s employees, members of the Board of Directors and consultants. Stock options under the 2005 Plan were granted with a term of up to ten years and at prices no less than the fair market value of the Company’s common stock on the date of grant. To date, stock options granted to existing employees generally vest over three to five years and stock options granted to new employees vest over four years. The 2005 Plan also contained an "evergreen provision" that allowed for an annual increase in the number of shares available for issuance on January 1 of each year during the ten-year term of the 2005 Plan, beginning January 1, 2007. The annual increase in the number of shares shall be either 2% of the Company’s outstanding shares on the applicable January 1 or a lesser amount determined by its Board of Directors. As of March 2015, consequent to the 2015 Plan becoming effective, awards were no longer being made under the 2005 Plan. 2014 Employee Stock Purchase Plan In June 2014, the Company adopted the Employee Stock Purchase Plan, or ESPP in connection with its initial public offering. A total of 2,000,000 shares of common stock are reserved for issuance under this plan. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. The first offering period commenced on February 1, 2015 and ended on November 30, 2015. As of December 31, 2015, the Company has issued 124,380 shares of common stock under the ESPP and 1,875,620 shares of its common stock remained available for issuance under the ESPP. For the year ended December 31, 2015, the Company recorded ESPP expense of $0.4 million. Share Buyback Program On November 6, 2014 the Company’s Board of Directors authorized a $10.0 million share buyback program, which is expected to continue for an indefinite period of time. The primary goal of the program is to offset dilution created by the Company’s equity compensation programs. On November 10, 2015, the Company’s Board of Directors authorized an increase of $10.0 million to the Company’s share buyback program. Purchases are being made through the 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 Secur ities and Exchange Commission. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, and other conditions. These repurchased shares are accounted for under the cost method and are included as a component of treasury stock in the Company’s Consolidated Balance Sheets. Pursuant to the Company’s share repurchase program, the Company purchased 735,679 and 29,400 shares of its common stock during the years ended December 31, 2015 and 2014, totaling $9.9 million and $0.3 million, respectively. Share-Based Award Activity and Balances 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, directors, and nonemployees. Under these standards, the fair value of share‑based payment awards is estimated at the grant date using an option-pricing model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The Company uses the Black-Scholes option-pricing model to estimate the fair value of share‑based awards and recognizes share‑based compensation cost over the vesting period using the strai ght-line single option method. Non‑vested stock options held by non-employees are revalued using the Company’s estimate of fair value at each balance sheet date. Options issued under the Company’s 2015 Plan and 2005 Plan, are granted at prices equal to or greater than the fair value of the underlying shares on the date of grant and vest based on continuous service. The options have a contractual term of five to ten years and generally vest over a three- to five‑year period. The fair value of each option is amortized into compensation expense on a straight‑line basis between the grant date for the option and the vesting date. The awards of restricted common stock such as Restricted Stock Units, or RSUs are valued at fair value on the date of grant. The Company uses the Black‑Scholes option pricing model to determine the fair value of share‑based awards. The Black‑Scholes option pricing model has various inputs such as the estimated common share price, the risk‑free interest rate, volatility, expected life and dividend yield, all of which are estimates. The Company also records share‑based compensation expense net of expected forfeitures. The change of any of these inputs could significantly impact the determination of the fair value of the Company’s options and thus could significantly impact its results of operations. There are no awards with performance conditions and no awards with market conditions. Valuation models and significant assumptions for share‑based compensation are as follows:
| · |  | Determining Fair Value. For all equity awards granted after the completion of the Company’s initial public offering, the fair value for its underlying common stock is determined using the closing price on the date of grant as reported on the NASDAQ Global Select Market. The Company uses the Black‑Scholes formula to estimate the fair value of its share‑based payments using a single option award approach. The application of this valuation model involves assumptions that are judgmental and sensitive in the determination of compensation expense. Key assumptions and estimation methodologies for inputs to the Black‑Scholes calculation are developed in accordance with ASC 718. The Company amortizes its share‑based compensation expense over the requisite service period, which in most cases is the vesting period of the award.
For all equity grants granted, the primary factor in the valuation of equity awards was the fair value of the underlying common stock at the time of grant. Since the Company’s common stock was not traded in a public stock market exchange prior to June 25, 2014, prior to such date the Board of Directors considered numerous factors including recent cash sales of the Company’s common stock to third-party investors, new business and economic developments affecting the Company and independent appraisals, when appropriate, to determine the fair value of the Company’s common stock. Independent appraisal reports were prepared using conventional valuation techniques, such as discounted cash flow analyses and the guideline company method using revenue and earnings multiples for comparable publicly traded companies, and a calculation of total option proceeds, from which a discount factor for lack of marketability was applied. This determination of the fair value of the common stock was performed on a contemporaneous basis. Prior to the Company’s initial public offering, t he Board of Directors determined the Company’s common stock fair market value on a quarterly basis and in some cases more frequently when appropriate.
| · |  | Expected Volatility. The Company has limited data regarding company‑specific historical or implied volatility of its share price. Consequently, the Company estimates its volatility based on the average of the historical volatilities of peer group companies from publicly available data for sequential periods approximately equal to the expected terms of its option grants. Management considers factors such as stage of life cycle, competitors, size, market capitalization and financial leverage in the selection of similar entities.
| · |  | Expected Term. The expected term represents the period of time in which the options granted are expected to be outstanding. The Company estimates the expected term of options granted based on the midpoint between the vesting date and the end of the contractual term under the “short‑cut” or simplified method permitted by the SEC implementation guidance for “plain vanilla” options. Applying this method, the weighted‑average expected term of the Company’s options is approximately five years. The use of the short‑cut method is permitted by the SEC, under certain circumstances, as described in the SEC implementation guidance. The Company will continue to use the short‑cut method, as permitted, until it has developed sufficient historical data for employee exercise and post‑vesting employment termination behavior after its common stock has been publicly traded for a reasonable period of time.
| · |  | Forfeitures. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual experience differs from those estimates. For the years ended December 31, 2015, 2014 and 2013, the Company estimated an average overall forfeiture rate of 8% for each year, based on historical forfeitures since 1998. Forfeiture rates are separately calculated for its (1) directors and officers, (2) management personnel and (3) other employees. Share‑based compensation is recorded net of expected forfeitures. The Company will periodically assess the forfeiture rate and the amount of expense recognized based on estimated historical forfeitures as compared to actual forfeitures. Changes in estimates are recorded in the period they are identified.
| · |  | Risk‑Free Rate. The risk‑free interest rate is selected based upon the implied yields in effect at the time of the option grant on U.S. Treasury zero‑coupon issues with a term approximately equal to the expected life of the option being valued.
| · |  | Dividends. The Company does not anticipate paying cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield rate of zero.
Tax benefits resulting from tax deductions in excess of the share‑based compensation cost recognized (excess tax benefits) are recorded in the statements of cash flows as financing activities. The weighted-averages for key assumptions used in determining the fair value of options granted during the years ended December 31, 2015, 2014, and 2013 are as follows:
|  | Year Ended December 31, |
|  | 2015 |  | 2014 |  | 2013 |
Average volatility |  | 27.1 | % | 29.9 | % | 28.6 | %
Risk-free interest rate |  | 1.3 | % | 1.7 | % | 1.3 | %
Weighted-average expected life in years |  | 4.5 |  | 5.0 |  | 4.5 |
Dividend yield rate |  | — | % | — | % | — | %
Stock Options A summary of option activity under all plans for the year ended December 31, 2015 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, 2014 |  | 11,371,891 |  | $ | 15.12 |  |  |  |  |  |
Options granted |  | 2,281,786 |  |  | 15.70 |  |  |  |  |  |
Options exercised |  | (1,262,663) |  |  | 13.06 |  |  |  |  |  |
Options cancelled |  | (73,229) |  |  | 13.27 |  |  |  |  |  |
Options expired |  | (77,318) |  |  | 22.26 |  |  |  |  |  |
Outstanding as of December 31, 2015 |  | 12,240,467 |  | $ | 15.41 |  | 4.35 |  | $ | 14,438 |
Exercisable as of December 31, 2015 |  | 7,038,372 |  | $ | 16.31 |  | 3.41 |  | $ | 9,940 |
| (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 December 31, 2015.
A summary of option activity under all plans for the year ended December 31, 2014 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, 2013 |  | 10,771,755 |  | $ | 15.39 |  |  |  |  |  |
Options granted |  | 1,661,862 |  |  | 15.04 |  |  |  |  |  |
Options exercised |  | (65,000) |  |  | 10.79 |  |  |  |  |  |
Options cancelled |  | (135,398) |  |  | 15.74 |  |  |  |  |  |
Options expired |  | (861,328) |  |  | 18.48 |  |  |  |  |  |
Outstanding as of December 31, 2014 |  | 11,371,891 |  | $ | 15.12 |  | 4.62 |  | $ | 1,815 |
Exercisable as of December 31, 2014 |  | 6,281,300 |  | $ | 16.95 |  | 3.54 |  | $ | 871 |
| (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 December 31, 2014.
For the years ended December 31, 2015, 2014, and 2013, the Company recorded stock option expense related to employees under all plans of $7.9 million, $6.7 million, and $5.9 million, respectively. Information relating to option grants and exercises is as follows:
|  | Year Ended December 31, |
|  | 2015 |  | 2014 |  | 2013 |
|  | (in thousands, except per share data) |
Weighted-average grant date fair value |  | $ | 3.45 |  | $ | 4.02 |  | $ | 2.79 |
Intrinsic value of options exercised |  |  | 3,247 |  |  | 144 |  |  | — |
Cash received |  |  | 13,502 |  |  | 571 |  |  | 55 |
Total fair value of the options vested during the year |  |  | 6,634 |  |  | 6,407 |  |  | 6,067 |
A summary of the status of the Company’s nonvested options as of December 31, 2015, and changes during the year ended December 31, 2015, are presented below:
|  |  |  | Weighted-Average |
|  |  |  | Grant Date |
|  | Options |  | Fair Value |
Nonvested as of December 31, 2014 |  | 5,090,591 |  | $ | 3.34 |
Options granted |  | 2,281,786 |  |  | 3.45 |
Options vested |  | (2,097,053) |  |  | 3.16 |
Options forfeited |  | (73,229) |  |  | 4.61 |
Nonvested as of December 31, 2015 |  | 5,202,095 |  |  | 3.44 |
A summary of the status of the Company’s nonvested options as of December 31, 2014, and changes during the year ended December 31, 2014, are presented below:
|  |  |  | Weighted-Average |
|  |  |  | Grant Date |
|  | Options |  | Fair Value |
Nonvested as of December 31, 2013 |  | 5,617,554 |  | $ | 3.12 |
Options granted |  | 1,661,862 |  |  | 4.02 |
Options vested |  | (2,053,427) |  |  | 3.12 |
Options forfeited |  | (135,398) |  |  | 5.60 |
Nonvested as of December 31, 2014 |  | 5,090,591 |  |  | 3.34 |
As of December 31, 2015, there was $11.4 million of total unrecognized compensation cost, net of forfeitures, related to nonvested stock option based compensation arrangements granted under all plans. The cost is expected to be recognized over a weighted-average period of 2.0 years and will be adjusted for future changes in estimated forfeitures. Deferred Stock Units/Restricted Stock Units Beginning in 2007, the Company granted deferred stock units, or DSUs, to certain employees and members of the Board of Directors with a vesting period of up to five years, and commencing in 2015, such equity was issued as restricted stock units, or RSUs (such RSUs and DSUs are collectively referred to herein as RSUs). 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. The Company recorded a total expense of $3.9 million, $2.0 million, and $0.6 million for the years ended December 31, 2015, 2014, and 2013, respectively, for these RSU awards. As of December 31, 2015, there was $8.2 million of total unrecognized compensation cost, net of forfeitures, related to nonvested RSU-based compensation arrangements granted under all plans. The cost is expected to be recognized over a weighted-average period of 2.3 years and will be adjusted for future changes in estimated forfeitures. Additionally, prior to the Company’s initial public offering, the Company issued RSUs that were treated as an accounting exchange for expiring stock options, whereby the fair value of the expiring stock options equaled the fair value of the RSUs at the date of the exchange. As such, the Company did not record any expense related to these award modifications. Information relating to RSU grants and deliveries is as follows:
|  |  |  | Total Fair Market |
|  |  |  | Value of RSUs |
|  |  |  | Issued |
|  | Total RSUs |  | as |
|  | Issued |  | Compensation(1) |
|  |  |  | (in thousands) |
RSUs outstanding at December 31, 2013 |  | 98,495 |  |  |  |
RSUs granted |  | 456,406 |  | $ | 6,474 |
RSUs forfeited |  | (994) |  |  |  |
RSUs surrendered for taxes |  | (10,670) |  |  |  |
Common stock delivered for RSUs |  | (40,227) |  |  |  |
RSUs outstanding at December 31, 2014 |  | 503,010 |  |  |  |
RSUs granted |  | 526,707 |  | $ | 7,888 |
RSUs forfeited |  | (8,711) |  |  |  |
RSUs surrendered for taxes |  | (58,909) |  |  |  |
Common stock delivered |  | (95,557) |  |  |  |
RSUs outstanding at December 31, 2015 |  | 866,540 |  |  |  |
| (1) |  | The total FMV is derived from the number of RSUs granted times the current stock price on the date of grant.
Equity Awards to Consultants The Company has entered into various consulting agreements with Company stockholders and outside consultants. Consulting expenses are accrued as services are rendered. Consulting services are paid in cash and/or in common stock or stock options. Share-based compensation expense is recorded over the service period based on the estimated fair market value of the equity award at the date services are performed or upon completion of all services under the agreement. During the year ended December 31, 2015, the Company recorded $0.2 million in share-based compensation related to the issuance of equity awards for services rendered by consultants. During the year ended December 31, 2014, the Company recorded an immaterial amount of share-based compensation related to the issuance of equity awards for services rendered by consultants. For the year ended December 31, 2013, the Company did not record any share-based compensation expense for services rendered by consultants. The Company recorded share-based compensation expense under all plans and is included in the Company’s consolidated statement of operations as follows:
|  | Year Ended December 31, |
|  | 2015 |  | 2014 |  | 2013 |
|  | (in thousands) |
Cost of revenues |  | $ | 2,526 |  | $ | 1,678 |  | $ | 1,503 |
Operating expenses: |  |  |  |  |  |  |  |  |  |
Selling, distribution and marketing |  |  | 192 |  |  | 137 |  |  | 132 |
General and administrative |  |  | 9,185 |  |  | 6,800 |  |  | 4,701 |
Research and development |  |  | 912 |  |  | 665 |  |  | 699 |
Total share-based compensation |  | $ | 12,815 |  | $ | 9,280 |  | $ | 7,035 |

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