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EMPLOYEE BENEFIT AND DEFERRED COMPENSATION PLANS | 12 Months Ended
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Dec. 31, 2022
EMPLOYEE BENEFIT AND DEFERRED COMPENSATION PLANS |
EMPLOYEE BENEFIT AND DEFERRED COMPENSATION PLANS | 13.EMPLOYEE BENEFIT AND DEFERRED COMPENSATION PLANS The Company maintains a 401(k) plan that covers eligible employees. For the years ended December 31, 2021 and 2020, the Company matched up to to 3% of eligible compensation during the period in which an eligible participant contributed to the plan and the Board approved a discretionary profit-sharing contribution of 3% of eligible compensation for eligible employees. Effective January 1, 2022, discretionary profit-sharing contributions were eliminated and the Company now matches up to 6% of eligible compensation during the period in which an eligible participant contributes to the plan. Matching contributions were $10,056, $4,062 and $4,011 for the years ended December 31, 2022, 2021 and 2020, respectively. In addition, the discretionary profit-sharing contributions aggregated $3,994 and $4,035 for the years ended December 31, 2021 and 2020, respectively. Long-Term Rewards Plan The Company had a long-term reward (“LTR”) compensation plan for certain key employees related to growth in certain financial measures over a three-year measurement period (the “Reward Performance Period’), subject to the terms of the plan. After December 31, 2020, no new awards were granted under the LTR plan as future long-term awards will only be made under the 2020 Plan. Eligible LTR plan participants received an individual target award opportunity (“Award Opportunity”) for a new three-year Reward Performance Period (i.e., target award grant made in 2019 is for years 2019 through 2021). Compensation earned for growth in the financial measures over each Reward Performance Period is paid in cash in the year following the end of the respective Reward Performance Period, assuming the minimum net income target was achieved in the final year of the Reward Performance Period. Estimated compensation is recorded during each year of a Reward Performance Period (“accrued LTR Award Opportunities”). At December 31, 2022, the Company has one open Reward Performance Period eligible for payment in 2023. Compensation expense associated with LTR plan was $892, $3,059, and $3,027 for the years ended December 31, 2022, 2021 and 2020, respectively. Amounts paid in 2022 and 2021 for the LTR plan was $4,023 and $1,981, respectively. The amount estimated to be paid in 2023 for the LTR plan is $2,706, and is reflected in deferred compensation, current in the consolidated balance sheet as of December 31, 2022. Stock-Based Award Plans On the effective date of the Offering, the Company adopted the 2020 Plan and the ESPP. The 2020 Plan provides the ability to grant cash and equity-based incentive awards to eligible employees, directors and service providers in order to attract, retain and motivate those that make important contributions to the Company. The 2020 Plan provides for the award of stock options, RSAs, RSUs, SARs and other cash compensation. The ESPP provides eligible employees with rights during each six-month ESPP offering period to purchase shares of the Company’s Class A common at the ESPP discount through payroll deductions, or through lump sum payments during the initial offering period only (July 28 to November 30, 2020). Amounts withheld or received from participants are reflected in accrued salaries and benefits in the consolidated balance sheets until such shares are purchased. Amounts withheld from participants for the offering periods ending May 31, 2023 and 2022 aggregated $311 and $281 as of December 31, 2022 and 2021, respectively. Prior to the adoption of the 2020 Plan, the Company had a SAR plan for the purpose of providing incentives to key members of management and consultants to contribute to the growth and financial success of the Company. As a result of the Offering, SAR participants were offered the option to either redeem their SARs upon the occurrence of the Offering or amend their SARs pursuant to which, upon effectiveness of the 2020 Plan, such SARs would become options to purchase shares of Class A common stock under the 2020 Plan (the “SAR Exchange Offer”). All SAR participants eligible to receive the SAR Exchange Offer accepted and had their outstanding SARs, which aggregated 12,038, converted to options with equivalent terms under the 2020 Plan at the Offering effective date (the “Converted SARs”). This was considered a modification of these SAR awards. The SAR plan was retired (“Retired SAR Plan”) and any future SARs will be granted under the 2020 Plan. Prior to the adoption of the 2020 Plan, the Company had options outstanding to purchase 3,676 shares of former Class B common stock. Upon the effectiveness of the Offering, these options were amended and exchanged for options to purchase an equivalent number of Class A shares at the same exercise price and vesting, subject to the terms of the 2020 Plan except with regard to certain terms of the original option agreements primarily with respect to expiration in connection with a Triggering Event (the “Amended Options”). 2020 Plan Upon commencement of the 2020 Plan, an aggregate of 16,500 shares of our Class A common stock were available for issuance. The number of shares available for issuance will be increased annually on January 1 of each calendar year beginning in 2021 and ending in and including 2030, equal to the lesser of (i) 4% of the shares of Class A and Class B common stock outstanding on the final day of the immediately preceding calendar year and (ii) a smaller number of shares as determined by the Board. No more than 3,000 shares of Class A common may be issued under the 2020 Plan upon the exercise of incentive stock options. Shares available under the 2020 Plan may consist of authorized but unissued shares, shares purchased on the open market, or treasury shares. If an award under the 2020 Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, or canceled without having been fully exercised or forfeited, any unused shares subject to the award will again be available for new grants under the 2020 Plan. Awards granted under the 2020 Plan in substitution for any options or other stock or stock-based awards granted by an entity before the entity’s merger or consolidation with or acquisition by the Company of the entity’s property or stock will not reduce the shares available for grant under the 2020 Plan but will count against the maximum number of shares that may be issued upon the exercise of incentive stock options. As of December 31, 2022, 10,595 shares of our Class A common were available for issuance under the 2020 Plan. No incentive stock options that would be subject to the 3,000 Class A share limit were issued or outstanding under the 2020 Plan at December 31, 2022. Awards issued under the 2020 Plan vest based on service criteria established by the Board. The Company has elected to account for forfeitures as they occur rather than estimate forfeitures at date of grant. Retired SAR Plan The Retired SAR Plan enabled the Company to grant awards (“SAR Awards”) as a fixed number of shares of former Class B common stock (“SAR Units”). SAR Units outstanding aggregated 12,276 at December 31, 2019. SAR Units were issued at the equivalent of the fair value of the equivalent number of shares of the Company’s former Class B common stock on the grant date (“Base Value”), as determined by the Board with assistance from management and an independent third-party valuation provider, and compensation recorded based upon the appreciation of the SAR Units in excess of the Base Value over the requisite service period. SAR Awards were exercisable upon 50% vesting or upon the occurrence of a triggering event. SAR Awards were settled in cash only, not through the issuance of shares. The SAR Exchange Offer resulted in eligible SAR participants amending their SAR Units pursuant to which, upon effectiveness of the Company’s 2020 Plan, such SAR Units were exchanged for options under the 2020 Plan. Effective July 13, 2020, the SAR Exchange Offer period ended and all SAR participants eligible to receive the offer accepted and had their outstanding SAR Units converted to options with equivalent terms under the 2020 Plan on the effective date of the plan upon the Offering. This was considered an accounting modification of these SAR Awards. Converted SARs with either no expiration date or that expired during calendar year 2020 were converted to options and automatically exercised into shares (the “Auto Exercise New Options”) on the effective date of the Offering. Shares issued in connection with the Auto Exercise New Options were net of the number of shares of common stock necessary to satisfy the aggregate exercise price and the tax withholding obligation of such options of $13,835. The Auto Exercise New Option participants also had the ability to require the Company to repurchase all or a portion of these on the Offering effective date for cash based on the Offering price of $19.00 per share, which aggregated $9,054. The aggregate of these amounts of $22,889 is reflected as a reduction of cash provided by operating activities as these payment requirements arose when the original SARs were liability-classified prior to their conversion and exercise. Management continued to record changes in the intrinsic value of the SAR Units in 2020 up to the date on which management determined the Company was considered to have become a public entity. Management measured the change in accounting policy of $2,422 in accordance with ASC 718 during the year ended December 31, 2021, which included $1,299 of vested Converted SARs that were recognized as compensation expense during this period, with the remaining $1,122 of unvested Converted SARs being recognized as compensation expense over the remaining service period of one to five years through 2025. The additional incremental increase in fair value of the Converted SARs after the date on which management was considered to have become a public entity and up to the time of the exchange on the Offering effective date resulting from the modification was recorded as compensation expense. The fair value of the Converted SARs, estimated using the Black-Scholes model, was $197,708, of which $153,366 was vested as of the Offering date. Management recorded additional compensation expense of $57,079 for vested Converted SARs from July 1 to the Offering effective date, which included the $1,299 impact of the change in accounting of vested Converted SARs. The remaining $44,342 of unvested Converted SAR liability, which includes the $1,122 of unvested Converted SARs in connection with the change in accounting policy, will be recognized as compensation expense over the remaining service period of one to five years through 2025. Upon modification, the Converted SARs are no longer being recorded as a liability under ASC 718 and the accumulated liability balance, net of amounts for payment of tax withholding and redemption, was reclassified to stockholders’ equity. No incremental compensation expense arose in connection with the SAR modification. The assumptions used in the Black-Scholes model to determine the fair value of the Converted SARs on the modification date are as follows: ​
​ | ​ | ​ | ​ | ​
Fair market value of common stock | ​ | $ | 19.00 | ​
Volatility |  |  | 36.7 | %
Expected term (years) |  |  | 6.5 | ​
Expected dividend yield |  |  | — | %
Risk-free interest rate |  |  | 0.4 | %
​ As of the modification date, the Company lacked sufficient historical data on the volatility of its stock price. Selected volatility is representative of expected future volatility and was based on the historical and implied volatility of comparable publicly traded companies over a similar expected term. The expected term represents the term of the Converted SARs, which ranges from within one year to ten years. The Company does not expect to pay dividends after the Offering. The risk-free interest rate was based on the rate for a U.S. Treasury zero-coupon issue with a term that closely approximates the expected term of the SAR grants. Prior to the Offering, the fair value of the common stock underlying the SAR Awards was determined by the Board with assistance from management and an independent third-party valuation firm. The determination of value used the market and income approaches, with an adjustment for marketability discount pertinent to private company entities in arriving at the per share fair value (the “valuation methodology”). Under the market approach, the guideline public company method is used, which estimates the fair value of the Company based on market prices of stock of guideline public companies. The income approach involves projecting the future benefits of owning an asset and estimating the present value of those future benefits by discounting them based upon the time value of money and the investment risks associated with ownership. At the end of 2019, due to the consideration by the Board of pursuing the Offering, the valuation methodology began to consider the impact of such an event on the value of the Company’s common stock underlying the awards. As the Company approached the Offering effective date, this resulted in increases in the value of the SAR Awards which resulted in corresponding increases to compensation expense for the year ended December 31, 2020 which exceeded historical results. The below table represents SAR activity for the following periods: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Units |  | Range of
​ |  | Vested |  | Nonvested |  | Total |  | Grant Values
Outstanding at December 31, 2019 |  | 6,207 |  | 6,069 |  | 12,276 | ​ | $ | 0.92–$3.73
Granted |  | 21 |  | 681 |  | 702 | ​ | $ | 4.70
Exercised |  | (877) |  | — |  | (877) | ​ | $ | 1.31–$2.50
Forfeited |  | — |  | (63) |  | (63) | ​ | $ | 2.50
Vested |  | 1,410 |  | (1,410) |  | — | ​ |  |
Converted |  | (6,761) |  | (5,277) |  | (12,038) | ​ | $ | 0.92–$4.70
Outstanding at December 31, 2020 |  | — |  | — |  | — | ​ | ​ | ​
​ Prior to the Offering, the weighted average grant date intrinsic value of the SARs on grant date was zero as the Company’s Board granted all awards at a price per share not less than the per share fair value of the Company’s former Class B common stock underlying such awards on the date of grant. At the Offering effective date, the liability for total recognized compensation for vested SAR Awards of $143,519 was reclassified to additional paid in capital as these awards were reclassified to equity-based awards on this date subject to the terms of the 2020 Plan. Unrecognized compensation for unvested SAR awards of $44,342 will be recognized as compensation expense under the 2020 Plan over the respective service periods of one to five years. Amended Options On July 20, 2020, the Amended Options resulted from the Board amending the outstanding options to provide for their exchange for options to purchase an equivalent number of Class A shares available under the 2020 Plan at the same exercise price, vesting and term. The amendment of the options was deemed an accounting modification. No incremental compensation was recorded in connection with this modification as it was determined that the value of the Amended Options was the same both before and after the modification. The Amended Options remain exercisable upon: (i) the option holder no longer serving as an employee of the Company or a member of the Board; (ii) the Grantee’s death or disability; (iii) the occurrence of a Partial Triggering Event (as defined below); or (iv) the occurrence of a Triggering Event (as defined below). Prior to being amended, the option agreements provided employee option holders with the ability to exercise a portion of their options between April 15 and April 30 of each year based upon the fair value of the Class B common stock as of December 31 of the prior calendar year, provided that certain Company performance is achieved. Upon amendment, the options are instead now subject to restrictions on trading during certain periods (“blackout dates”). Option holders are permitted to satisfy tax withholding obligations incurred in connection with the exercise by exchanging exercised options in lieu of payment of income taxes paid by the Company on their behalf. In the event of the sale of at least 50% of the Company’s stock or all the assets of the Company (“Triggering Event”) in a single or multiple transactions, the option holders have the right to exercise their options and sell their related shares in connection with the transactions. Unexercised options expire after a Triggering Event. In the event of a sale of at least 25% of the Company’s assets to an unrelated third-party in a single or multiple transactions (“Partial Triggering Event”), the option holders have the right to exercise a portion of their options pro rata based on the sales price and sell their related shares in connection with the transaction. Unexercised options remaining after a Partial Triggering Event remain outstanding. In addition, in the event stockholders owning at least 51% of the outstanding stock of the Company (the “selling stockholders”) sell a portion of their stock to an unrelated third-party, the option holders have the right to exercise and sell an amount of options in the same proportion as the selling stockholders (a “tag-along right”). The option holders may also be required to exercise all their outstanding options and sell all related shares in the event the selling stockholders sell at least 51% of their ownership to an unrelated third-party (a “drag-along right”). Prior to the amendment, the options permitted holders to put their exercised shares back to the Company, thus the options were classified as temporary equity and included in “Options for Redeemable Shares” on the consolidated balance sheets. The Company recorded increases in the value of Options for Redeemable Shares of $51,833 and $2,763 during the years ended December 31, 2020 and 2019, respectively. The option holders’ ability to put the exercised Amended Option shares to the Company in order to attain liquidity was exchanged for the right by the holders to exercise these options and sell the related shares on the NASDAQ Global Market exchange. As a result of this put right no longer being applicable, the options were no longer considered temporary equity and were reclassified to stockholders’ equity in the amount of $69,177 during the year ended December 31, 2020. The following table summarizes activity for the Amended Options for the periods presented: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Weighted | ​ | Average | ​ | ​
​ | ​ | ​ | ​ | ​ | Average | ​ | Remaining | ​ | Aggregate
​ | ​ | ​ | ​ | ​ | Exercise | ​ | Contractual | ​ | Intrinsic
Amended Option Activity | ​ | Units | ​ | ​ | Price | ​ | Life (Years) | ​ | Value
Outstanding at December 31, 2019 | ​ | 3,849 | ​ | $ | 0.19 | ​ | * | ​ | $ | 17,344
Exercised through June 30 | ​ | (173) | ​ | $ | 0.30 | ​ | ​ | ​ | $ | 759
Amendment and exchange of options | ​ | (3,676) | ​ | $ | 0.19 | ​ | * | ​ | $ | 69,177
Outstanding at December 31, 2020 | ​ | — | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
*Options have indefinite contractual lives | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ Options under 2020 Plan The following table summarizes activity for options outstanding under the 2020 Plan for the periods presented: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Weighted | ​ | Average | ​ | ​
​ | ​ | ​ | ​ | ​ | Average | ​ | Remaining | ​ | Aggregate
​ | ​ | ​ | ​ | ​ | Exercise | ​ | Contractual | ​ | Intrinsic
2020 Plan Option Activity | ​ | Units | ​ | ​ | Price | ​ | Life (Years) | ​ | Value
Outstanding at January 1, 2020 | ​ | — | ​ | ​ | — | ​ | ​ | ​ | ​ | ​
Issued in connection with Converted SARs | ​ | 12,038 | ​ | $ | 2.76 | ​ | ​ | ​ | ​ | ​
Issued in connection with Amended Options | ​ | 3,676 | ​ | $ | 0.19 | ​ | * | ​ | ​ | ​
Total options granted | ​ | 15,714 | ​ | $ | 2.16 | ​ | ​ | ​ | ​ | ​
Forfeited | ​ | (156) | ​ | $ | 3.29 | ​ | ​ | ​ | ​ | ​
Exercised | ​ | (3,682) | ​ | $ | 1.21 | ​ | ​ | ​ | ​ | ​
Outstanding at December 31, 2020 | ​ | 11,876 | ​ | $ | 2.44 | ​ | 5.3 | ​ | $ | 384,883
Granted | ​ | 779 | ​ | $ | 23.06 | ​ | ​ | ​ | ​ | ​
Forfeited | ​ | (292) | ​ | $ | 4.06 | ​ | ​ | ​ | ​ | ​
Exercised | ​ | (2,863) | ​ | $ | 2.04 | ​ | ​ | ​ | ​ | ​
Outstanding at December 31, 2021 | ​ | 9,500 | ​ | $ | 4.20 | ​ | 5.2 | ​ | $ | 110,843
Forfeited | ​ | (100) | ​ | $ | 5.31 | ​ | ​ | ​ | ​ | ​
Expired | ​ | (1) | ​ | $ | 32.16 | ​ | ​ | ​ | ​ | ​
Exercised | ​ | (891) | ​ | $ | 2.70 | ​ | ​ | ​ | ​ | ​
2020 Plan options outstanding at December 31, 2022 | ​ | 8,508 | ​ | $ | 4.34 | ​ | 4.3 | ​ | $ | 86,514
2020 Plan options exercisable at December 31, 2022 | ​ | 6,125 | ​ | $ | 2.95 | ​ | 3.4 | ​ | $ | 70,785
*Amended Options have indefinite contractual lives | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ The detail of options outstanding, vested and exercisable under the 2020 Plan as of December 31, 2022 is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Options Outstanding | ​ | Options Vested and Exercisable
​ |  | ​ |  | Weighted |  | ​ |  | Weighted
​ | ​ | ​ | ​ | Average | ​ | ​ | ​ | Average
Exercise Prices | ​ | Units | ​ | Life (Years) | ​ | Units | ​ | Life (Years)
$0.15 to $0.71 |  | 1,698 | ​ | — | ​ | 1,698 | ​ | —
$2.15 |  | 326 | ​ | 2.1 | ​ | 326 | ​ | 2.1
$2.50 |  | 2,156 | ​ | 3.5 | ​ | 2,156 | ​ | 3.5
$2.67 |  | 409 | ​ | 4.2 | ​ | 409 | ​ | 4.2
$3.17 |  | 988 | ​ | 5.3 | ​ | 237 | ​ | 5.4
$3.73 | ​ | 1,514 | ​ | 6.8 | ​ | 737 | ​ | 6.8
$4.70 | ​ | 658 | ​ | 7.1 | ​ | 316 | ​ | 7.1
$18.47 | ​ | 213 | ​ | 8.9 | ​ | 53 | ​ | 8.9
$18.96 | ​ | 235 | ​ | 8.6 | ​ | 105 | ​ | 8.6
$19.00 |  | 66 | ​ | 8.7 | ​ | 17 | ​ | 8.7
$32.16 |  | 245 | ​ | 8.2 | ​ | 71 | ​ | 7.4
​ |  | 8,508 | ​ | ​ |  | 6,125 | ​ | ​
​ ​ The Board intends all options granted to be exercisable at a price per share not less than the per share fair market value of the Company’s Class A common stock underlying the options on the date of grant. Compensation expense for new option awards issued subsequent to the Offering to participants under the 2020 Plan are measured based on the grant date fair value of the awards and recognized in the consolidated statements of comprehensive loss over the period during which the participant is required to perform the requisite services. The vesting period is generally one to four years. The Company issued 779 options under the 2020 Plan during various quarters in 2021. No options were issued during 2022. The assumptions used in the Black-Scholes models to determine the value of the options issued during these periods are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Option Valuation Period | ​
​ | ​ | Q4 2021 |  |  | Q3 2021 |  | ​ | Q3 2021 |  |  | Q2 2021 |  |  | Q1 2021 |
Fair market value of common stock | ​ | $ | 18.47 | ​ |  | $ | 18.96 | ​ | ​ | $ | 19.00 | ​ |  | $ | 17.66 | ​ |  | $ | 32.16 | ​
Volatility |  |  | 37.4 | % |  |  | 37.1 | % | ​ |  | 37.1 | % |  |  | 36.8 | % |  |  | 36.8 | %
Expected term (years) |  |  | 5.0 | ​ | ​ |  | 5.0 | ​ | ​ |  | 5.0 | ​ | ​ |  | 6.0 | ​ | ​ |  | 6.0 | ​
Expected dividend yield |  |  | — | % | ​ |  | — | % | ​ |  | — | % | ​ |  | — | % | ​ |  | — | %
Risk-free interest rate |  |  | 1.3 | % | ​ |  | 0.8 | % | ​ |  | 0.9 | % | ​ |  | 0.4 | % | ​ |  | 0.4 | %
​ The fair market value of common stock reflects the market closing price on the NASDAQ Global Market exchange on the respective option grant date. As of the valuation dates, the Company lacked sufficient historical data on the volatility of its stock price. Selected volatility is representative of expected future volatility and was based on the historical and implied volatility of comparable publicly traded companies over a similar expected term. The expected term represents the term the options are expected to be exercised over, which differs from the term of the option grants which is ten years. The Company does not expect to pay dividends. The risk-free interest rate was based on the rate for a U.S. Treasury zero-coupon issue with a term that closely approximates the expected term of the option grants. At December 31, 2022, $10,352 of unrecognized compensation expense associated with the options and Converted SARs is expected to be recognized over a weighted average period of approximately 2.0 years. Restricted Stock Units The following table summarizes RSU activity for the periods presented: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  |  |  | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​
​ | ​ | ​ | ​ | Average | ​
​ | ​ | ​ | ​ | Grant Date Fair | ​
​ | ​ | Units | ​ | Value Per Share | ​
Outstanding at January 1, 2020 |  | — | ​ | ​ | ​ | ​
Granted |  | 101 | ​ | $ | 23.80 | ​
Outstanding at December 31, 2020 | ​ | 101 | ​ | ​ | 23.80 | ​
Granted | ​ | 478 | ​ | ​ | 27.07 | ​
Vested |  | (15) | ​ | ​ | 29.67 | ​
Forfeited |  | (34) | ​ | ​ | 25.18 | ​
Outstanding at December 31, 2021 | ​ | 530 | ​ | $ | 26.49 | ​
Granted | ​ | 2,240 | ​ | ​ | 13.55 | ​
Vested | ​ | (68) | ​ | ​ | 21.96 | ​
Forfeited | ​ | (140) | ​ | ​ | 15.59 | ​
Outstanding at December 31, 2022 | ​ | 2,562 | ​ | $ | 15.90 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ Stock-based compensation cost for RSUs is measured based on the fair value of the Company’s underlying common stock on the date of grant. Compensation cost will be recognized on a straight-line basis in the consolidated statements of comprehensive loss over the period during which the participant is required to perform services in exchange for the award, which is generally one to four years. At December 31, 2022, $29,614 of unrecognized compensation cost for RSUs is expected to be recognized over a weighted average period of approximately 2.9 years. In connection with the Taxamo acquisition, certain continuing employees of Taxamo received RSUs with service and performance conditions. At December 31, 2022, there are 895 shares of our Class A common stock (“PSUs”) with an aggregate grant date fair value of $15,803 that will be accounted for as post-acquisition compensation expense over the vesting period if targets are achieved. The performance-based condition will be satisfied upon meeting certain performance targets for the year ended 2023. As of December 31, 2022, it is not probable that these targets will be met, thus no compensation expense has been recorded to date related to these PSUs. Restricted Stock Awards The following table summarizes RSA activity for the periods presented: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​
​ | ​ | ​ | ​ | Average | ​
​ | ​ | ​ | ​ | Grant Date Fair | ​
​ | ​ | Units | ​ | Value Per Share | ​
Outstanding at January 1, 2020 |  | — | ​ | ​ | ​ | ​
Granted |  | 694 | ​ | $ | 19.00 | ​
Vested |  | (21) | ​ |  | 19.00 | ​
Forfeited |  | (3) | ​ |  | 19.00 | ​
Outstanding at December 31, 2020 | ​ | 670 | ​ | ​ | 19.00 | ​
Granted | ​ | 59 | ​ | ​ | 17.66 | ​
Vested | ​ | (363) | ​ | ​ | 19.00 | ​
Forfeited | ​ | (40) | ​ | ​ | 19.00 | ​
Outstanding at December 31, 2021 | ​ | 326 | ​ | $ | 18.76 | ​
Granted | ​ | 106 | ​ | ​ | 9.92 | ​
Vested | ​ | (188) | ​ | ​ | 18.58 | ​
Forfeited | ​ | (9) | ​ | ​ | 19.00 | ​
Outstanding at December 31, 2022 | ​ | 235 | ​ | $ | 14.91 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ Stock-based compensation cost for RSAs is measured based on the fair value of the Company’s underlying common stock on the date of grant. Compensation cost will be recognized on a straight-line basis in the consolidated statements of comprehensive loss over the period during which the participants are required to perform services in exchange for the award, which is generally one to four years. At December 31, 2022, $2,116 of unrecognized compensation cost for RSAs is expected to be recognized over a weighted average period of approximately 1.0 year. Employee Stock Purchase Plan The ESPP permits participants to purchase Class A common stock primarily through payroll deductions of up to a specified percentage of their eligible compensation. The maximum number of shares that may be purchased by a participant during any offering period is determined by the plan administrator in advance of each offering period. A total of 1,000 shares of Class A common were initially reserved for issuance under the ESPP. The number of shares available for issuance under the ESPP increases annually on January 1 of each calendar year beginning in 2021 and ending in and including 2030, by an amount equal to the lesser of (i) 1% of the shares of Class A and Class B common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the Board, provided that no more than 16,000 shares of Class A common stock may be issued. The ESPP is administered by a committee of the Board. As of December 31, 2022, there were 3,562 shares available for issuance under the ESPP. On the first trading day of each offering period, each participant will automatically be granted an option to purchase shares of Class A common. The option will expire at the end of the applicable offering period and will be exercised at that time to the extent of the payroll deductions accumulated or contributions made during such offering period. The purchase price of the shares, in the absence of a contrary designation, is 85% of the lower of the fair value of the Class A common on the first or last day of the ESPP offering period. Participants may voluntarily end their participation in the plan at any time during a specified period prior to the end of the applicable offering period and will be paid their accrued payroll deductions and related contributions, if applicable, that have not yet been used to purchase shares of Class A common. If a participant withdraws from the plan during an offering period, the participant cannot rejoin until the next offering period. Participation ends automatically upon a participant's termination of employment. As of December 31, 2022 and 2021 there was approximately $324 and $233, respectively, of unrecognized ESPP stock-based compensation cost that is expected to be recognized on a straight-line basis over the remaining term of the offering periods ending on May 31 2023 and 2022, respectively. The fair value of ESPP purchase rights for the offering periods is comprised of the value of the 15% ESPP discount and the value associated with the call or put over the respective ESPP offering period. The value of the call or put was estimated using the Black-Scholes model with the following assumptions: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Offering Period Ending
​ | 5/31/2023 | ​ | 11/30/2022 | ​ | 5/31/2022 | ​ | 11/30/2021 | ​ | 5/31/2021 | ​
Fair market value of common stock | $ | 17.21 | ​ | $ | 11.16 | ​ | $ | 17.38 | ​ | $ | 19.89 | ​ | $ | 25.83 | ​
Volatility |  | 46.4 | % |  | 35.4 | % |  | 37.3 | % |  | 35.1 | % | ​ | 35.1 | %
Expected term (years) |  | 0.5 | ​ |  | 0.5 | ​ |  | 0.5 | ​ |  | 0.5 | ​ | ​ | 0.5 | ​
Expected dividend yield |  | - | % |  | - | % |  | - | % |  | - | % | ​ | - | %
Risk-free interest rate |  | 4.7 | % |  | 1.6 | % |  | 0.1 | % |  | 0.1 | % | ​ | 0.1 | %
​ Volatility is representative of expected stock price volatility over the offering period. Effective with the offering period beginning December 1, 2022, the Company’s volatility was applied and will be applied to future offering periods. Prior to this offering period, volatility was based on the historical and implied volatility of comparable publicly traded companies over a similar expected term for the respective offering periods. The expected term represents the term of the ESPP offering period, which is generally six months except for the initial offering period which was from July 28 to November 30, 2020. The Company does not expect to pay dividends after the Offering. The risk-free interest rate was based on the rate for a U.S. Treasury zero-coupon issue with a term that closely approximates the expected term of the award at the date nearest the offering term. ​ Stock-Based Compensation The Company recognized total stock-based compensation cost related to incentive awards, net of forfeitures, as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | For the year ended December 31,
​ | 2022 |  | 2021 |  | 2020
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Stock-based compensation expense: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Stock options | $ | 7,081 | ​ | $ | 17,533 | ​ | $ | 143,123
RSUs |  | 9,286 | ​ |  | 2,964 | ​ |  | 171
RSAs |  | 2,768 | ​ |  | 5,126 | ​ |  | 4,284
ESPP | ​ | 594 | ​ | ​ | 537 | ​ | ​ | 326
Total stock-based compensation expense | $ | 19,729 | ​ | $ | 26,160 | ​ | $ | 147,904
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ The Company recognized stock-based compensation cost in the consolidated statements of comprehensive loss as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | For the year ended December 31,
​ | 2022 |  | 2021 |  | 2020
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Stock-based compensation expense: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cost of revenues, software subscriptions | $ | 2,090 | ​ | $ | 2,336 |  | $ | 14,663
Cost of revenues, services |  | 1,433 | ​ |  | 2,648 |  |  | 21,472
Research and development |  | 1,798 | ​ |  | 2,620 |  |  | 14,694
Selling and marketing |  | 6,284 | ​ |  | 6,371 |  |  | 29,551
General and administrative |  | 8,124 | ​ |  | 12,185 | ​ | ​ | 67,524
Total stock-based compensation expense | $ | 19,729 | ​ | $ | 26,160 | ​ | $ | 147,904
​ The total recognized tax benefit related to the stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020 was $3,324, $14,683 and $19,853, respectively. The tax benefit from stock options exercised during the years ended December 31, 2022, 2021, and 2020 was $2,710, $14,159, and $18,220, respectively.

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