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Stock-Based Compensation and Stockholders' Equity | 12 Months Ended
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Dec. 31, 2021
Equity [Abstract] |
Stock-Based Compensation and Stockholders' Equity | Stock-Based Compensation and Stockholders' Equity The Stock Incentive Plans provide for several forms of incentive awards to be granted to designated eligible employees, non-management directors, and independent contractors providing services to the Company. On September 3, 2020, the Company's Board of Directors adopted and the Company's stockholders approved, the Company's 2020 Plan. The 2020 Plan replaced the 2016 Plan, as the Company determined not to make additional awards under the 2016 Plan following the effectiveness of the 2020 Plan. However, the terms of the 2016 Plan continue to govern outstanding equity awards granted under the 2016 Plan. The maximum number of shares of the Company’s common stock authorized for issuance under the 2016 Plan is 6,166,667. A total of 1,000,000 shares of the Company's common stock were initially reserved for issuance under the 2020 Plan, plus a number of shares reserved for issuance, but unissued, forfeited or lapse unexercised under the 2016 Plan. On May 18, 2021, the Company’s stockholders approved an amendment to the 2020 Plan to (i) increase the maximum aggregate number of shares reserved and available for delivery in connection with awards under the 2020 Plan to 3,981,490 shares of common stock (representing an increase of 2,981,490 shares) and (ii) provide that commencing on January 1, 2022 and ending on (and including) January 1, 2030, there will be an automatic annual increase in the total number of shares of common stock reserved and available for delivery in connection with the 2020 Plan of up to 5% of the total number of shares of common stock outstanding on December 31st of the preceding year. Stock Options No stock options were issued during the year ended December 31, 2021. On October 15, 2020 and December 11, 2020, the Company granted 388,892 and 482,000 stock options, respectively, to certain employees and non-management directors at an exercise price of $13.82 and $10.35 per share, respectively, that vest over a three-year to four-year period ending on October 15, 2024 and have a 10-year term from the date of grant. On November 18, 2019 and December 3, 2019, the Company granted 2,549,552 and 5,556 stock options, respectively, to certain employees and non-management directors at an exercise price of $16.20 per share that vest over a three-year period ending on January 1, 2023 and have a 10-year term from the date of grant. On November 23, 2020, the Company’s Board of Directors and the Compensation Committee approved (i) a one-time stock option repricing for certain previously granted and still outstanding options held by the Company’s employees; and (ii) for certain officers, contingent upon each such officer’s written consent with respect to certain of his or her own previously granted and still outstanding options, (1) a one-time stock option repricing and (2) a delayed vesting schedule for such options (“Repricing”). Except for the reduction in the exercise price of the outstanding options and the officer vesting change described above, all outstanding stock options under the 2016 Plan will continue to remain outstanding in accordance with the current terms and conditions of the 2016 Plan and the applicable award agreements. As a result of the Repricing, 2,377,886 vested and unvested stock options outstanding, with an original exercise price of $16.20 per share, were repriced to $13.82 per share. The Repricing res ulted in one-time incremental stock-based compensation expense of $1.5 million, which will be recognized over the remaining term of the repriced options. A stock option holder may pay the option exercise price in cash, by delivering to the Company unrestricted shares having a value at the time of exercise equal to the exercise price, by a cashless broker-assisted exercise, by a loan from the Company, (unless prohibited by law) or by a combination of these methods. Any unvested portion of the stock option award will be forfeited upon the employee’s termination of employment with the Company for any reason before the date the option vests, except that the Compensation Committee of the Company, at its sole option and election, may provide for the accelerated vesting of the stock option award. If the Company terminates the employee without cause or the employee resigns for good reason, then the employee is eligible to exercise the stock options that vested on or before the effective date of such termination or resignation. If the Company terminates the employee for cause, then the employee's stock options, whether or not vested, shall terminate immediately upon termination of employment. The Compensation Committee of the Company shall have the authority to determine the treatment of awards in the event of a change in control of the Company or the affiliate which employs the award holder. The Company estimates the fair value of its common stock as outlined in Note 1, Description of the Business and Summary of Significant Accounting Policies - Common Stock Fair Value. The fair value of each stock option was estimated using the Black-Scholes option pricing model. The model used for this valuation/revaluation incorporates assumptions regarding inputs as follows: •Due to the lack of trading volume of the Company's common stock, expected volatility is based on the debt-leveraged historical volatility of the Company's peer companies; •The risk-free interest rate is determined using the U.S. Treasury zero-coupon issue with a remaining term equal to the expected life option; •Expected life is calculated using the simplified method based on the average life of the vesting term and the contractual life of each award; and •Due to the lack of historical turnover information relating to the option holder group, the Company has estimated a forfeiture rate of zero. The following table sets forth the weighted-average stock option fair values and assumptions:
| Years Ended December 31,
| 2021 |  | 2020 |  | 2019
Weighted-average fair value | N/A |  | $ | 6.97 |  |  | $ | 10.24 |
Dividend yield | N/A |  | — |  |  | — |
Volatility | N/A |  | 52.06 | % |  | 39.37 | %
Risk-free interest rate | N/A |  | 0.30 | % |  | 1.68 | %
Expected life (in years) | N/A |  | 4.82 |  | 4.47
The following tables reflect changes in the Company's outstanding stock-based compensation awards for the years ended December 31, 2021 and 2020:
| 2021
| Number of Stock Option Awards |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term (years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding stock option awards at January 1 | 4,278,160 |  |  | $ | 11.20 |  |  | 8.36 |  | $ | 9,855 |
Granted | — |  |  | — |  |  | — |  | — |
Exercises (net cash settled) | — |  |  | — |  |  | — |  | — |
Exercises (issuance of shares) | (446,344) |  |  | 7.69 |  |  | 5.91 |  | 8,459 |
Forfeitures/expirations | (98,002) |  |  | 13.01 |  |  | 8.52 |  | 2,078 |
Outstanding stock option awards as of December 31, 2021 | 3,733,814 |  |  | $ | 11.59 |  |  | 7.52 |  | $ | 110,298 |
Options exercisable as of December 31 | 1,293,492 |  |  | $ | 8.61 |  |  | 6.78 |  | $ | 42,060 |
As of December 31, 2021, the unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options was $8.5 million and is expected to be recognized over a weighted-average period of 1.6 years.
| 2020
| Number of Stock Option Awards |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term (years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding stock option awards at January 1 | 5,875,829 |  |  | $ | 9.29 |  |  | 8.15 |  | $ | 42,434 |
Granted | 872,003 |  |  | 11.90 |  |  | 9.87 |  | 1,393 |
Exercises (net cash settled) | (130,017) |  |  | 3.68 |  |  | 5.74 |  | 896 |
Exercises (issuance of shares) | (2,143,317) |  |  | 3.69 |  |  | 5.77 |  | 15,511 |
Forfeitures/expirations | (196,338) |  |  | 13.22 |  |  | 8.64 |  | (146) |
Outstanding stock option awards at December 31, 2020 | 4,278,160 |  |  | $ | 11.20 |  |  | 8.36 |  | $ | 9,855 |
Options exercisable as of December 31 | 992,061 |  |  | $ | 4.28 |  |  | 5.81 |  | $ | 9,151 |
As of December 31, 2020, the unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options was $15.5 million and is expected to be recognized over a weighted-average period of 2.5 years. Proceeds from Exercises of Stock Options Cash proceeds received from exercises of stock options during the years ended December 31, 2021, 2020 and 2019 were $7.0 million, $11.2 million and $0.4 million, respectively. The associated tax benefit from options exercised were $1.9 million, $1.7 million and $0.4 million for the years ended December 31, 2021, 2020 and 2019. Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (“ESPP”) was approved by the Company's Board of Directors on September 10, 2020 and became effective on September 23, 2020. Under the ESPP, eligible employees may purchase a limited number of shares of our common stock at the lesser of 85% of the market value at the beginning of the offering period or 85% of the market value at the end of the offering period. The ESPP is intended to enable eligible employees to use payroll deductions to purchase shares of stock in offerings under the plan, and thereby acquire an interest in the Company. The maximum aggregate number of shares of stock available for purchase under the plan by eligible employees is 2,000,000 shares. A total of 149,865 shares were issued on June 30, 2021, and 73,627 shares were issued on December 31, 2021, for a total of 223,492 shares issued through the ESPP during the year ended December 31, 2021. Stock-Based Compensation Expense Stock-based compensation expense (benefit) recognized for stock option awards was $6.4 million, $(2.9) million and $14.1 million during the years ended December 31, 2021, 2020 and 2019, respectively, and stock-based compensation expense recognized for the ESPP was $1.7 million during the year ended December 31, 2021. The following table sets forth stock-based compensation expense (benefit), including the effects of gains and losses from changes in fair value during the years ended December 31, 2021, 2020 and 2019, recognized by the Company in the following line items in the Company's consolidated statements of operations and comprehensive income during the periods presented:
| Years Ended December 31,
(in thousands) | 2021 |  | 2020 |  | 2019
Cost of services | $ | 380 |  |  | $ | (72) |  |  | $ | 381 |
Sales and marketing | 3,490 |  |  | 266 |  |  | 1,649 |
General and administrative | 4,224 |  |  | (3,089) |  |  | 12,089 |
Stock-based compensation expense (benefit) | $ | 8,094 |  |  | $ | (2,895) |  |  | $ | 14,119 |
Stock Warrants As of December 31, 2021 and 2020, the Company had fully vested outstanding warrants of 9,432,064 and 10,459,141, respectively. As of December 31, 2021 and 2020, the holders of such warrants were entitled to purchase, in the aggregate, up to 5,240,035 shares and 5,810,634 shares, respectively, of common stock. The warrants can be exercised at a strike price of $24.39 per common share. The warrants were issued in 2016 upon the Company's emergence from its pre-packaged bankruptcy. These warrants expire on August 15, 2023. During the year ended December 31, 2021, 1,027,777 warrants were exercised. Proceeds of $13.9 million related to the exercise of the warrants are recorded in Proceeds from exercise of stock warrants in Cash flows from financing activities on the Company's consolidated statement of cash flows. No warrants were exercised during the year ended December 31, 2020. Private Placement On August 25, 2020, the Company completed a private placement of 68,857 shares of the Company’s common stock at a price of $10.17 per share. The total cash received was $0.4 million, net of expenses. These shares were issued from Treasury stock. This resulted in a loss on the reissuance of Treasury stock of $0.8 million recorded as a reduction in Additional paid-in-capital. Share Repurchases On January 28, 2020, the Company repurchased approximately 1,049,956 shares of its outstanding common stock from a single stockholder for a total purchase price of $12.6 million. On March 10, 2020, the Company repurchased approximately 833,333 shares of its outstanding common stock for a total purchase price of $9.2 million. During June 2020, the Company repurchased approximately 785,250 of shares of its outstanding common stock for a total purchase price of $8.8 million. The shares acquired in each of these transactions were recorded as Treasury stock upon repurchase.

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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 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644 Reference 5: 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 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (g) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (h) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 16 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (i) -URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644 Reference 15: 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 + Details
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