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Stockholders' Equity | 9 Months Ended
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Sep. 30, 2021
Stockholders' Equity |
Stockholders' Equity | Note 16. Stockholders' Equity ​ Share Buyback Program ​ Pursuant to the Company’s existing share buyback program, the Company purchased 317,212 and 820,637 shares of its common stock during the three and nine months ended September 30, 2021, for total consideration of $6.1 million and $15.4 million, respectively. The Company purchased 214,256 and 1,190,362 shares of its common stock during the three and nine months ended September 30, 2020, for total consideration of $4.3 million and $21.0 million, respectively. ​ In August 2021, the Company’s Board of Directors authorized an increase of $20.0 million 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 a total of $160.0 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 September 30, 2021, the Company reserved an aggregate of 5,997,738 shares of common stock for future issuance under the Amended and Restated 2015 Equity Incentive Plan, or the 2015 Plan, including 1,187,386 shares, which were reserved in January 2021 pursuant to the evergreen provision in the 2015 Plan. ​ 2014 Employee Stock Purchase Plan ​ As of September 30, 2021, the Company has issued 890,904 shares of common stock under the ESPP, and 1,109,096 shares of its common stock remains available for issuance under the ESPP. ​ In May 2021, the Company issued 83,354 shares at a weighted-average purchase price of $15.25 per share under the ESPP. For the three and nine months ended September 30, 2021, the Company recorded ESPP expense of $0.2 million and $0.5 million, respectively. For the three and nine months ended September 30, 2020, the Company recorded ESPP expense of $0.1 million and $0.5 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 Employee Stock Purchase Plan 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. The portion that is ultimately expected to vest is amortized and recognized in compensation expense on a straight-line basis over the requisite service period, generally from the grant date to the vesting date. ​ The weighted-averages for key assumptions used in determining the fair value of options granted during the three and nine months ended September 30, 2021 and 2020, are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended |  | ​
​ | ​ | September 30, | ​ | September 30, | ​ | ​
​ |  | 2021 |  | 2020 |  | 2021 |  | 2020 |  | ​
Average volatility |  | 41.4 | % | 43.7 | % | 42.1 | % | 43.1 | % | ​
Average risk-free interest rate |  | 1.1 | % | 0.5 | % | 1.2 | % | 0.8 | % | ​
Weighted-average expected life in years |  | 6.3 | ​ | 6.3 | ​ | 6.1 | ​ | 5.7 | ​ | ​
Dividend yield rate |  | — | % | — | % | — | % | — | % | ​
​ A summary of option activity for the nine months ended September 30, 2021, 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, 2020 |  | 8,580,475 |  | $ | 15.00 |  |  |  | ​ |  | ​
Options granted |  | 1,436,929 | ​ | ​ | 18.25 | ​ | ​ | ​ | ​ | ​ | ​
Options exercised |  | (899,436) | ​ | ​ | 13.49 | ​ | ​ | ​ | ​ | ​ | ​
Options cancelled |  | (155,784) | ​ | ​ | 17.02 | ​ | ​ | ​ | ​ | ​ | ​
Options expired |  | (56,826) | ​ | ​ | 14.67 | ​ | ​ | ​ | ​ | ​ | ​
Outstanding as of September 30, 2021 |  | 8,905,358 | ​ | $ | 15.65 | ​ | 5.34 | ​ | $ | 33,500 | ​
Exercisable as of September 30, 2021 |  | 6,021,669 | ​ | $ | 15.11 | ​ | 3.90 | ​ | $ | 26,145 | ​
(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 September 30, 2021.
​ For the three and nine months ended September 30, 2021, the Company recorded an expense of $1.9 million and $6.2 million, respectively, related to stock options granted. For the three and nine months ended September 30, 2020, the Company recorded an expense of $1.9 million and $7.1 million, respectively, related to stock options granted under all plans. ​ In April 2020, Jason Shandell resigned from his position as the Company’s President and General Counsel and as a member of the Company’s Board of Directors. In connection with his resignation, the Company and Mr. Shandell entered into a separation agreement. As part of the separation agreement, the Company agreed to accelerate 80% of his unvested stock options and extended the expiration date of certain vested stock option awards. As a result of this modification, the Company incurred share-based compensation expense of $0.7 million, which is included within general and administration expenses in the condensed consolidated statement of operations for the nine months ended September 30, 2020. Information relating to option grants and exercises is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended |
​ | ​ | September 30, | ​ | September 30, | ​
​ |  | 2021 |  | 2020 |  | 2021 |  | 2020 |
​ | ​ | (in thousands, except per share data) |
Weighted-average grant date fair value per option share | ​ | $ | 8.00 | ​ | $ | 8.64 | ​ | $ | 7.62 | ​ | $ | 5.50 | ​
Intrinsic value of options exercised | ​ |  | 2,176 | ​ |  | 1,687 | ​ |  | 5,292 | ​ |  | 8,661 | ​
Cash received from options exercised | ​ |  | 3,953 | ​ |  | 3,195 | ​ |  | 12,122 | ​ |  | 23,534 | ​
Total fair value of the options vested during the period | ​ |  | 112 | ​ |  | 121 | ​ |  | 8,162 | ​ |  | 9,965 | ​
​ A summary of the status of the Company’s non-vested options as of September 30, 2021, and changes during the nine months ended September 30, 2021, is presented below: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Weighted-Average |
​ | ​ | ​ | ​ | Grant Date |
​ | ​ | Options | ​ | Fair Value |
Non-vested as of December 31, 2020 | ​ | 2,825,652 | ​ | $ | 6.50 | ​
Options granted |  | 1,436,929 | ​ |  | 7.62 | ​
Options vested |  | (1,223,108) | ​ |  | 6.67 | ​
Options forfeited |  | (155,784) | ​ |  | 6.98 | ​
Non-vested as of September 30, 2021 |  | 2,883,689 | ​ |  | 6.96 | ​
​ As of September 30, 2021, there was $14.1 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 2.6 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 nine months ended September 30, 2021, the Company recorded total expenses of $1.9 million and $6.2 million, respectively, related to RSU awards granted. During the three and nine months ended September 30, 2020, the Company recorded expenses of $2.0 million and $8.0 million, respectively, related to RSU awards granted. ​ As part of the separation agreement with Mr. Shandell, the Company agreed to accelerate the vesting of 80% of his RSU awards. As a result of this modification, the Company incurred share-based compensation expense of $1.6 million, which is included within general and administrative expenses in the condensed consolidated statement of operations for the nine months ended September 30, 2020. ​ As of September 30, 2021, there was $15.0 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 2.6 years and will be adjusted for future changes in estimated forfeitures. ​ 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, 2020 |  | 1,156,518 | ​ | ​ | ​ | ​
RSUs granted |  | 600,207 | ​ | $ | 10,941 | ​
RSUs forfeited |  | (64,030) | ​ | ​ | ​ | ​
RSUs vested(2) |  | (493,007) | ​ | ​ | ​ | ​
RSUs outstanding at September 30, 2021 |  | 1,199,688 | ​ | ​ | ​ | ​
(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, 167,034 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 ANP Equity Incentive Plan, or 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 of the 2018 Plan termination, the number of stock options outstanding 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, 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 Company incurred $2.3 million of share-based compensation expense, of which $1.8 million was recorded within general and administrative expenses in the condensed consolidated statement of operations for the nine months ended September 30, 2021, and the remaining $0.5 million which will be recognized over the vesting period of the modified awards. ​ Prior to the termination of the 2018 Plan, during the three and nine months ended September 30, 2020, the Company recorded expense of $0.2 million and $0.5 million related to stock options issued by ANP under the 2018 Plan, respectively. ​ 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 | ​ | Nine Months Ended |
​ | ​ | September 30, | ​ | September 30, | ​
​ | ​ | 2021 | ​ | 2020 | ​ | 2021 |  | 2020 |
​ | ​ | (in thousands) |
Cost of revenues |  | $ | 889 |  | $ | 947 |  | $ | 2,967 |  | $ | 3,276 | ​
Operating expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Selling, distribution, and marketing | ​ |  | 164 | ​ |  | 120 | ​ |  | 438 | ​ |  | 350 | ​
General and administrative | ​ |  | 2,533 | ​ |  | 2,899 | ​ |  | 10,069 | ​ |  | 11,170 | ​
Research and development | ​ |  | 333 | ​ |  | 404 | ​ |  | 1,363 | ​ |  | 1,369 | ​
Total share-based compensation | ​ | $ | 3,919 | ​ | $ | 4,370 | ​ | $ | 14,837 | ​ | $ | 16,165 | ​
​

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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