XML 32 R21.htm IDEA: XBRL DOCUMENT v3.23.3
Equity
 9 Months Ended
Sep. 30, 2023
Equity  
Equity

14. Equity

​

The changes in shareholders’ equity for the three and nine months ended September 30, 2023 were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Additional

​

​

​

​

​

    

​

​

    

Accumulated Other

​

Total

​

Common Stock

 

Paid- In

​

Treasury Stock

​

Accumulated

 

Comprehensive

​

Shareholders’

​

Shares

    

​

Amount

 

Capital

​

Shares

​

​

Amount

 

Deficit

 

Loss

​

Equity

Balance, December 31, 2022

37,084,759

​

$

37

​

$

538,073

​

(3,235,823)

​

$

(61,924)

​

$

(281,344)

​

$

—

​

$

194,842

Exercise of common stock options

234,132

​

​

—

​

​

3,848

​

—

​

​

—

​

​

—

​

​

—

​

​

3,848

Issuance for employee stock purchase plan

11,329

​

​

—

​

​

169

​

—

​

​

—

​

​

—

​

​

—

​

​

169

Vesting of RSUs and PSUs

775,904

​

​

1

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

1

Shares withheld for employee taxes upon vesting of RSUs and PSUs

(289,281)

​

​

—

​

​

(7,736)

​

—

​

​

—

​

​

—

​

​

—

​

​

(7,736)

Stock-based compensation

—

​

​

—

​

​

6,035

​

—

​

​

—

​

​

—

​

​

—

​

​

6,035

Net loss

—

​

​

—

​

​

—

​

—

​

​

—

​

​

(17,426)

​

​

—

​

​

(17,426)

Balance, March 31, 2023

37,816,843

​

$

38

​

$

540,389

​

(3,235,823)

​

$

(61,924)

​

$

(298,770)

​

$

—

​

$

179,733

Exercise of common stock options

72,405

​

​

—

​

​

1,251

​

—

​

​

—

​

​

—

​

​

—

​

​

1,251

Vesting of RSUs and PSUs

73,805

​

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Shares withheld for employee taxes upon vesting of RSUs and PSUs

(9,655)

​

​

—

​

​

(220)

​

—

​

​

—

​

​

—

​

​

—

​

​

(220)

Stock-based compensation

—

​

​

—

​

​

7,072

​

—

​

​

—

​

​

—

​

​

—

​

​

7,072

Other comprehensive loss, net of tax

—

​

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(38)

​

​

(38)

Net income

—

​

​

—

​

​

—

​

—

​

​

—

​

​

13,007

​

​

—

​

​

13,007

Balance, June 30, 2023

37,953,398

​

$

38

​

$

548,492

​

(3,235,823)

​

$

(61,924)

​

$

(285,763)

​

$

(38)

​

$

200,805

Exercise of common stock options

21,185

​

​

—

​

​

302

​

—

​

​

—

​

​

—

​

​

—

​

​

302

Issuance for employee stock purchase plan

15,176

​

​

—

​

​

291

​

—

​

​

—

​

​

—

​

​

—

​

​

291

Vesting of RSUs and PSUs

18,207

​

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Shares withheld for employee taxes upon vesting of RSUs and PSUs

(7,359)

​

​

—

​

​

(172)

​

—

​

​

—

​

​

—

​

​

—

​

​

(172)

Share repurchases from Accelerated Share Repurchase ("ASR") agreement

—

​

​

—

​

​

—

​

(1,702,852)

​

​

(40,000)

​

​

—

​

​

—

​

​

(40,000)

Forward contract on ASR agreement

—

​

​

—

​

​

(10,000)

​

—

​

​

—

​

​

—

​

​

—

​

​

(10,000)

Stock-based compensation

—

​

​

—

​

​

7,027

​

—

​

​

—

​

​

—

​

​

—

​

​

7,027

Other comprehensive loss, net of tax

—

​

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(14)

​

​

(14)

Net income

—

​

​

—

​

​

—

​

—

​

​

—

​

​

20,634

​

​

—

​

​

20,634

Balance, September 30, 2023

38,000,607

​

$

38

​

$

545,940

​

(4,938,675)

​

$

(101,924)

​

$

(265,129)

​

$

(52)

​

$

178,873

​

The changes in shareholders’ equity for the three and nine months ended September 30, 2022 were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Additional

​

​

​

​

​

    

​

​

    

Total

​

Common Stock

 

Paid- In

​

Treasury Stock

​

Accumulated

 

Shareholders’

​

Shares

    

​

Amount

 

Capital

​

Shares

​

​

Amount

 

Deficit

 

Equity

Balance, December 31, 2021

35,806,119

​

$

36

​

$

502,095

​

(2,150,717)

​

$

(42,861)

​

$

(256,342)

​

$

202,928

Exercise of common stock options

190,074

​

​

—

​

​

3,261

​

—

​

​

—

​

​

—

​

​

3,261

Issuance for employee stock purchase plan

13,421

​

​

—

​

​

203

​

—

​

​

—

​

​

—

​

​

203

Vesting of RSUs and PSUs

563,050

​

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

Shares withheld for employee taxes upon vesting of RSUs and PSUs

(191,667)

​

​

—

​

​

(3,382)

​

—

​

​

—

​

​

—

​

​

(3,382)

Share repurchases

—

​

​

—

​

​

5,000

​

(307,132)

​

​

(5,000)

​

​

—

​

​

—

Stock-based compensation

—

​

​

—

​

​

6,135

​

—

​

​

—

​

​

—

​

​

6,135

Net loss

—

​

​

—

​

​

—

​

—

​

​

—

​

​

(13,069)

​

​

(13,069)

Balance, March 31, 2022

36,380,997

​

$

36

​

$

513,312

​

(2,457,849)

​

$

(47,861)

​

$

(269,411)

​

$

196,076

Exercise of common stock options

102,283

​

​

—

​

​

1,545

​

—

​

​

—

​

​

—

​

​

1,545

Vesting of RSUs and PSUs

111,056

​

​

1

​

​

—

​

—

​

​

—

​

​

—

​

​

1

Shares withheld for employee taxes upon vesting of RSUs and PSUs

(26,506)

​

​

—

​

​

(511)

​

—

​

​

—

​

​

—

​

​

(511)

Stock-based compensation

—

​

​

—

​

​

5,692

​

—

​

​

—

​

​

—

​

​

5,692

Net loss

—

​

​

—

​

​

—

​

—

​

​

—

​

​

(5,191)

​

​

(5,191)

Balance, June 30, 2022

36,567,830

​

$

37

​

$

520,038

​

(2,457,849)

​

$

(47,861)

​

$

(274,602)

​

$

197,612

Exercise of common stock options

10,395

​

​

—

​

​

142

​

—

​

​

—

​

​

—

​

​

142

Issuance for employee stock purchase plan

9,206

​

​

—

​

​

134

​

—

​

​

—

​

​

—

​

​

134

Vesting of RSUs and PSUs

17,644

​

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

Shares withheld for employee taxes upon vesting of RSUs and PSUs

(5,777)

​

​

—

​

​

(106)

​

—

​

​

—

​

​

—

​

​

(106)

Share repurchases

—

​

​

—

​

​

—

​

(366,213)

​

​

(6,422)

​

​

—

​

​

(6,422)

Stock-based compensation

—

​

​

—

​

​

5,377

​

—

​

​

—

​

​

—

​

​

5,377

Net income

—

​

​

—

​

​

—

​

—

​

​

—

​

​

457

​

​

457

Balance, September 30, 2022

36,599,298

​

$

37

​

$

525,585

​

(2,824,062)

​

$

(54,283)

​

$

(274,145)

​

$

197,194

​

Common Stock

​

In May 2015, the Company adopted the Amended and Restated 2014 Stock Incentive Plan (the “Plan”), under which an aggregate of 2,700,000 shares of common stock were authorized for issuance to employees, officers, directors, consultants and advisors of the Company, plus an annual increase on the first day of each fiscal year until the expiration of the Plan equal to 4% of the total number of outstanding shares of common stock on December 31st of the immediately preceding calendar year (or a lower amount as otherwise determined by the Company’s board of directors (“Board of Directors”) prior to January 1st). As of September 30, 2023, there were 1,859,087 shares of common stock available for issuance pursuant to the Plan. The Plan provides for granting of both Internal Revenue Service qualified incentive stock options and non-qualified options, restricted stock awards, restricted stock units and performance stock units. The Company’s qualified incentive stock options, non-qualified options and restricted stock units generally vest ratably over a four-year period of service. The stock options generally have a ten-year contractual life and, upon termination, vested options are generally exercisable for three months following the termination date, while unvested options are forfeited immediately upon termination. Refer to Note 15, Stock-based Compensation, for more information.

​

Share Repurchases

In August 2021, the Board of Directors authorized a share repurchase program to repurchase up to $100,000 of outstanding shares of the Company’s common stock at any time or times through December 31, 2022 (the “Prior Repurchase Program”). The Prior Repurchase Program permitted the Company to effect repurchases through a variety of methods, including open-market purchases (including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act), privately negotiated transactions, or otherwise in compliance with Rule 10b-18 of the Exchange Act. Shares repurchased under the Prior Repurchase Program were returned to the Company’s pool of authorized but unissued shares available for reissuance. The timing and amount of any such repurchases were determined based on share price, market conditions, legal requirements, and other relevant factors.

Through December 31, 2022, the Company repurchased 3,235,823 shares at a weighted-average price of $19.14 per share for a total of $61,924 under the Prior Repurchase Program and the cost of repurchased shares were recorded as treasury stock in the consolidated balance sheet. The Prior Repurchase Program expired on December 31, 2022.

In January 2023, the Board of Directors authorized a share repurchase program to repurchase up to $100,000 of the Company’s common stock through December 31, 2023 (the “2023 Repurchase Program”). The 2023 Repurchase Program permits the Company to effect repurchases through a variety of methods, including open-market purchases (including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act), privately negotiated transactions, or otherwise in compliance with Rule 10b-18 of the Exchange Act. The timing and amount of any shares repurchased on the open market will be determined based on the Company’s evaluation of the market conditions, share price and other factors.

In July 2023, the Company’s board of directors authorized an accelerated share repurchase program (the “ASR Program”) to repurchase $50,000 of the Company’s common stock, as part of the Company’s existing 2023 Repurchase Program. Under the terms of the Company's ASR agreement with an investment bank (the “ASR Agreement”), the Company paid $50,000 on August 7, 2023, and received 1,702,852 shares, representing 80% of the upfront payment on a price per share of $23.49, the closing price on the date the ASR Agreement was executed. The remaining shares repurchased by the Company were based on the volume-weighted average price of its common stock through October 31, 2023, minus an agreed upon discount between the parties. In October 2023, the Company received an additional 462,442 shares in settlement of the ASR Agreement, bringing the total shares pursuant to the ASR Agreement to 2,165,294.

The ASR Agreement was accounted for as two separate transactions: (1) a repurchase of common stock in a treasury stock transaction recorded on August 7, 2023, and (2) a forward contract indexed to the Company’s own common stock which settled in the fourth quarter of 2023. The forward contract for the purchase of the remaining $10,000, representing remaining shares to be delivered by the investment bank under the ASR Agreement, was recorded as a reduction to stockholders’ equity as of September 30, 2023.

Forward contracts to repurchase a variable number of the Company’s equity shares that require physical settlement are accounted for in conformity with guidance in ASC 815-10-15. Under ASC 815-10-15-74, contracts issued or held by a company that are both (1) indexed to its own stock and (2) classified in stockholders’ equity in its statement of financial position are not considered to be derivative instruments. Based on the transaction structure, the Company concluded that the forward purchase contract portion of the Company’s ASR Agreement satisfied these criteria and accordingly was classified as an equity instrument. In accordance with ASC 260-10-55-88, the above-noted treasury stock acquisition resulted in an immediate reduction of 1,702,852 shares from the outstanding shares used to calculate the weighted-average common shares outstanding for both basic and diluted earnings per share. The forward contract was outstanding as of September 30, 2023. As the Company was entitled to receive additional shares of its common stock in connection with the outstanding forward contract as of September 30, 2023, the receipt of additional shares of common stock would be antidilutive. Therefore, no adjustments were made in the computation of earnings per share for the period the forward was outstanding.

As of September 30, 2023, the Company repurchased 1,702,852 shares at a weighted-average price of $23.49 per share for a total of $40,000 under the 2023 Repurchase Program and the cost of repurchased shares was recorded as treasury stock in the condensed consolidated balance sheet. As of September 30, 2023, $60,000 remained available for share repurchases under the 2023 Repurchase Program, which reflects the $10,000 forward contract that was not yet settled as of September 30, 2023.

The Company has utilized, and plans to continue to utilize, existing cash on hand to fund the 2023 Repurchase Program.