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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2024
Stockholders' Equity |
Stockholders' Equity | Note 13. Stockholders' Equity We completed an initial public offering of our common stock on August 2, 2016, in which we sold 4,120,000 shares of our common stock at a public offering price of $10.00 per share. Immediately prior to the completion of the initial public offering, all then-outstanding shares of our Series A and Series B preferred stock were converted into 5,924,453 shares of our common stock. Our Series A preferred stock converted to common stock at a ratio of 1-for-1.03 and our Series B preferred stock converted to common stock at a ratio of 1-for-1. In addition, immediately prior to the completion of the initial public offering, we issued 2,354,323 additional shares of our common stock that our Series A and Series B preferred stockholders were entitled to receive in connection with the conversion of the preferred stock, and we issued 956,842 shares of our common stock to pay accrued dividends on our Series B preferred stock. We also paid $8.2 million in cumulative accrued dividends to our Series A convertible preferred stockholders in connection with the initial public offering, including $0.1 million of dividends paid to the holders of the common restricted shares. On February 27, 2023, we closed on a public offering of 2,875,000 shares of our common stock at a public offering price of $13.00 per share. We received net proceeds from this offering of $34.6 million after deducting underwriting discounts, commissions, and offering expenses. Share Repurchase Program On November 4, 2024, we announced that our board of directors authorized a program to repurchase shares of our common stock in the open market or in privately negotiated purchases, or both, in an aggregate amount not to exceed $30.0 million. The share repurchase program became effective on October 30, 2024 and expires on October 31, 2026. Upon purchase of the shares, we reduce our common stock for the par value of the shares with the excess cost applied against additional paid-in capital. We made share repurchases under the share repurchase program as follows, which include the market price of the shares, commissions and excise tax: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Year Ended
​ | ​ | ​ | December 31,
(In thousands, except share and per share data) | ​ | ​ | 2024 | ​ | ​ | 2023
Number of shares repurchased | ​ | ​ | 195,518 | ​ | ​ | —
Total share repurchased cost | ​ | $ | 3,508 | ​ | $ | —
Average total cost per repurchased share | ​ | $ | 17.94 | ​ | $ | —
​ As of December 31, 2024 $26.5 million of authorized share repurchases were remaining under the share repurchase program. The timing and amount of future repurchases will be determined based on an evaluation of market conditions and other factors. Repurchases will be funded through available cash balances and ongoing business operating cash generation and may be suspended or discontinued at any time. Shares of stock repurchased under the program are immediately retired. Repurchases under our share repurchase program reduce the weighted-average number of shares of common stock outstanding for basic and diluted earnings per share calculations. Stock-Based Compensation Our 2016 Equity Incentive Plan (the “2016 Plan”) authorizes us to grant stock options, stock appreciation rights, restricted stock, stock units and other stock-based awards to employees, non-employee directors and certain consultants and advisors. There were up to 4,800,000 shares of our common stock initially reserved for issuance pursuant to the 2016 Plan. The 2016 Plan provides that the number of shares reserved and available for issuance under the 2016 Plan will automatically increase annually on January 1 of each calendar year, commencing in 2017 and ending on and including January 1, 2026, by an amount equal to the lesser of: (a) 5% of the number of common shares of stock outstanding as of December 31 of the immediately preceding calendar year, or (b) 2,500,000 shares; provided, however, that our Board of Directors may determine that any annual increase be a lesser number. In addition, all awards granted under our 2007 Omnibus Stock Plan and our 2003 Stock Option Plan that were outstanding when the 2016 Plan became effective and that are forfeited, expire, are cancelled, are settled for cash or otherwise not issued, will become available for issuance under the 2016 Plan. Pursuant to the automatic increase feature of the 2016 Plan, 1,180,019 shares were added as available for issuance thereunder on January 1, 2024. Our Board of Directors exercised its prerogative to forego the automatic increase on January 1, 2025 and January 1, 2023. As of December 31, 2024, 6,475,903 shares were available for future grant pursuant to the 2016 Plan. ​ Upon adoption and approval of the 2016 Plan, all of our previous equity incentive compensation plans were terminated. However, existing awards under those plans continue to vest in accordance with the original vesting schedules and will expire at the end of their original terms. ​ We recorded total stock-based compensation expense of $7.8 million, $7.5 million and $9.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. This expense was allocated as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Year Ended
​ | December 31,
(In thousands) | 2024 |  | 2023 |  | 2022
Cost of revenue | $ | 365 | ​ | $ | 420 | ​ | $ | 367
Sales and marketing expenses | ​ | 2,413 | ​ | ​ | 2,985 | ​ | ​ | 4,060
Research and development expenses | ​ | 157 | ​ | ​ | 133 | ​ | ​ | 226
Reimbursement, general and administrative expenses | ​ | 4,884 | ​ | ​ | 4,009 | ​ | ​ | 4,947
Total stock-based compensation expense | $ | 7,819 | ​ | $ | 7,547 | ​ | $ | 9,600
​ Stock Options Stock options issued to participants other than non-employees typically vest over three or four years and typically have a contractual term of seven or ten years. Stock options are settled in new shares of our common stock. Stock-based compensation expense included in our Consolidated Statements of Operations for stock options was $0.2 million, $0.9 million and $2.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. The total grant date fair value of options vested during the year was $0.6 million, $1.9 million and $3.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. At December 31, 2024, there was approximately $29 thousand of total unrecognized pre-tax stock option expense under our equity compensation plans, which is expected to be recognized on a straight-line basis over a weighted-average period of 0.9 years. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Annually, we make predictive assumptions regarding future stock price volatility, dividend yield, expected term and forfeiture rate. We estimate our forfeiture rate based on an analysis of our actual forfeitures and will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior and other factors. The dividend yield assumption is based on expected annual dividend yield on the grant date. To date, no dividend on common stock has been paid by us. Expected volatility for grants issued in and prior to the first fiscal quarter of 2021 was estimated using the average historical volatility of public companies of similar size and industry over a similar period as the expected term assumption used for our options. Beginning in the second fiscal quarter of 2021, we had sufficient historical data to transition to utilizing our average historical volatility over a similar period as the expected term assumption used for our options as the expected volatility. We use the "simplified method" to determine the expected term of the stock option. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group. There were no stock options granted in the years ended December 31, 2024 or 2023. The following table sets forth the estimated fair value of our stock options granted in the year indicated, and the assumptions on which the fair value was determined: ​
​ | ​ | ​
​ |  | 2022
Expected term |  | 4.5 years
Expected volatility |  | 59.2%
Risk-free interest rate |  | 4.3%
Expected dividend yield |  | 0%
Fair value on the date of grant |  | $ 8.11
​ Our stock option activity for the three years ended December 31, 2024, 2023 and 2022, was as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ | Weighted- | ​ | Weighted- | ​ | ​ | ​
​ | ​ | ​ | ​ | Average | ​ | Average | ​ | Aggregate
​ | ​ | Options | ​ | Exercise Price | ​ | Remaining | ​ | Intrinsic
(In thousands except options and per share data) | ​ | Outstanding | ​ | Per Share (1) | ​ | Contractual Life | ​ | Value (2)
Balance at December 31, 2021 | ​ | 915,224 | ​ | $ | 39.33 | ​ | 5.0 years | ​ | $ | 2,068
Granted | ​ | 47,280 | ​ | $ | 6.17 | ​ | ​ | ​ | ​ | ​
Exercised | ​ | (90,878) | ​ | $ | 1.68 | ​ | ​ | ​ | $ | 916
Forfeited | ​ | (92,981) | ​ | $ | 36.28 | ​ | ​ | ​ | ​ | ​
Cancelled/Expired | ​ | (163,338) | ​ | $ | 37.65 | ​ | ​ | ​ | ​ | ​
Balance at December 31, 2022 | ​ | 615,307 | ​ | $ | 43.25 | ​ | 4.7 years | ​ | $ | 164
Exercised | ​ | (4,625) | ​ | $ | 2.97 | ​ | ​ | ​ | $ | 98
Forfeited | ​ | (25,045) | ​ | $ | 47.54 | ​ | ​ | ​ | ​ | ​
Cancelled/Expired | ​ | (155,677) | ​ | $ | 50.72 | ​ | ​ | ​ | ​ | ​
Balance at December 31, 2023 | ​ | 429,960 | ​ | $ | 40.74 | ​ | 3.8 years | ​ | $ | 223
Exercised | ​ | (2,571) | ​ | $ | 9.40 | ​ | ​ | ​ | $ | 18
Cancelled/Expired | ​ | (32,518) | ​ | $ | 43.63 | ​ | ​ | ​ | ​ | ​
Balance at December 31, 2024 | ​ | 394,871 | ​ | $ | 40.70 | ​ | 2.8 years | ​ | $ | 309
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Options exercisable at December 31, 2024 | ​ | 386,990 | ​ | $ | 41.36 | ​ | 2.8 years | ​ | $ | 238
​
(1) | The exercise price of each option granted during the periods shown was equal to the market price of the underlying stock on the date of grant.
(2) | The aggregate intrinsic value of options exercised represents the difference between the exercise price of the option and the closing stock price of our common stock on the date of exercise. The aggregate intrinsic value of options outstanding represents the difference between the exercise price of the option and the closing stock price of our common stock on the last trading day of the period.
Options exercisable of 386,457 at December 31, 2023, and 435,363 at December 31, 2022 had weighted average exercise prices of $41.53 and $43.83, respectively. The following summarizes additional information about our stock options: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended
​ | ​ | December 31,
Number of: | ​ | 2024 | ​ | 2023
Non-vested options, beginning of the year | ​ | ​ | 43,503 | ​ | ​ | 179,944
Non-vested options, end of the year | ​ | ​ | 7,881 | ​ | ​ | 43,503
Vested options, end of the year | ​ | ​ | 386,990 | ​ | ​ | 386,457
​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended
​ | ​ | December 31,
Weighted-average grant date fair value of: | ​ | 2024 | ​ | 2023
Non-vested options, beginning of the year | ​ | $ | 13.57 | ​ | $ | 16.24
Non-vested options, end of the year | ​ | ​ | 4.23 | ​ | ​ | 13.57
Vested options, end of the year | ​ | ​ | 16.52 | ​ | ​ | 16.51
Forfeited options, during the year | ​ | ​ | — | ​ | ​ | 18.36
​ Time-Based Restricted Stock Unit s We have granted time-based restricted stock units to certain participants under the 2016 Plan that are stock-settled with common shares. Time-based restricted stock units granted under the 2016 Plan vest over one to three years. Stock-based compensation expense included in our Consolidated Statements of Operations for time-based restricted stock units was $5.9 million, $5.1 million and $5.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, there was approximately $6.1 million of total unrecognized pre-tax compensation expense related to outstanding time-based restricted stock units that is expected to be recognized over a weighted-average period of 1.8 years. Our time-based restricted stock unit activity for the years ended December 31, 2024, 2023 and 2022 was as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted- | ​ | ​ | ​
​ |  | ​ |  | Average Grant |  | Aggregate
​ | ​ | Units | ​ | Date Fair Value | ​ | Intrinsic
(In thousands except unit and per unit data) | ​ | Outstanding | ​ | Per Unit | ​ | Value (1)
Balance at December 31, 2021 | ​ | 259,147 | ​ | $ | 42.32 | ​ | $ | 4,932
Granted | ​ | 539,525 | ​ | $ | 15.03 | ​ | ​ | ​
Vested | ​ | (123,528) | ​ | $ | 43.20 | ​ | ​ | ​
Cancelled | ​ | (84,602) | ​ | $ | 26.91 | ​ | ​ | ​
Balance at December 31, 2022 | ​ | 590,542 | ​ | $ | 19.42 | ​ | $ | 6,779
Granted | ​ | 398,698 | ​ | $ | 15.52 | ​ | ​ | ​
Vested | ​ | (270,651) | ​ | $ | 20.18 | ​ | ​ | ​
Cancelled | ​ | (129,447) | ​ | $ | 19.79 | ​ | ​ | ​
Balance at December 31, 2023 | ​ | 589,142 | ​ | $ | 16.35 | ​ | $ | 8,425
Granted | ​ | 541,547 | ​ | $ | 13.82 | ​ | ​ | ​
Vested | ​ | (281,917) | ​ | $ | 17.38 | ​ | ​ | ​
Cancelled | ​ | (120,346) | ​ | $ | 14.78 | ​ | ​ | ​
Balance at December 31, 2024 | ​ | 728,426 | ​ | $ | 14.33 | ​ | $ | 12,478
​
(1) | The aggregate intrinsic value of time-based restricted stock units outstanding was based on our closing stock price on the last trading day of the period.
Performance-Based Restricted Stock Units We have granted performance-based restricted stock units (“PSUs”) to certain participants under the 2016 Plan. These PSUs have both performance-based and time-based vesting features. The PSUs granted in 2021 were earned if and to the extent performance goals based on revenue and adjusted EBITDA were achieved in 2022. The PSUs granted in 2022 will be earned if and to the extent performance goals based on revenue change and adjusted EBITDA margin are achieved in 2023. The number of PSUs earned under these grants will depend on the level at which the performance targets are achieved and can range from 50% of target if threshold performance is achieved and up to 150% of target if maximum performance is achieved. One-third of the earned PSUs will vest on the date the Compensation and Organization Committee certifies the number of PSUs earned, and the remaining two-thirds of the earned PSUs will vest on the first anniversary of that certification date. All earned and vested PSUs will be settled in shares of common stock. The PSUs granted in 2023 have three separate performance periods, and one-third of each grant will be earned if and to the extent performance goals based on revenue change and adjusted EBITDA margin are achieved in each of 2023 and 2024 (ranging from 25% to 175% of target), and one-third will be earned if and to the extent performance goals to be established are achieved in 2025. All earned and vested PSUs will be settled in shares of common stock. The PSUs granted in 2024 have three separate performance periods, and one-third of each grant will be earned if and to the extent performance goals based on revenue change and adjusted EBITDA margin are achieved in each of 2024 and 2025 (ranging from 25% to 175% of target), and one-third will be earned if and to the extent performance goals to be established are achieved in 2026. All earned and vested PSUs will be settled in shares of common stock. Stock-based compensation expense included in our Consolidated Statements of Operations for PSUs was $1.2 million, $0.9 million and $0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. The stock-based compensation expense for the year ended December 31, 2024 reflects an expense of $0.5 million related to the PSUs granted in 2024, an expense of $0.4 million related to the PSUs granted in 2023 and an expense of $0.3 million related to PSUs granted in 2022. The stock-based compensation expense for the year ended December 31, 2023 reflects an expense of $0.5 million related to the PSUs granted in 2023 and $0.4 million related to PSUs granted in 2022. As of December 31, 2024, there was approximately $1.3 million of total unrecognized pre-tax compensation expense related to outstanding PSUs that is expected to be recognized over a weighted average period of 2.0 years. ​ Our PSU activity at the estimated payout of 100% of target for the years ended December 31, 2024, 2023 and 2022, was as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted- | ​ | ​ | ​
​ |  | ​ |  | Average Grant |  | Aggregate
​ | ​ | PSUs | ​ | Date Fair Value | ​ | Intrinsic
(In thousands except unit and per unit data) | ​ | Outstanding | ​ | Per Unit | ​ | Value (1)
Balance at December 31, 2021 | ​ | 54,317 | ​ | $ | 50.22 | ​ | $ | 1,034
Granted | ​ | 131,710 | ​ | $ | 18.54 | ​ | ​ | ​
Vested | ​ | (4,407) | ​ | $ | 12.31 | ​ | ​ | ​
Cancelled | ​ | (26,002) | ​ | $ | 42.53 | ​ | ​ | ​
Balance at December 31, 2022 | ​ | 155,618 | ​ | $ | 25.05 | ​ | $ | 1,786
Granted | ​ | 123,575 | ​ | $ | 15.28 | ​ | ​ | ​
Vested | ​ | (13,842) | ​ | $ | 42.70 | ​ | ​ | ​
Cancelled | ​ | (67,119) | ​ | $ | 21.50 | ​ | ​ | ​
Balance at December 31, 2023 | ​ | 198,232 | ​ | $ | 18.93 | ​ | $ | 2,785
Granted | ​ | 223,762 | ​ | $ | 13.76 | ​ | ​ | ​
Vested | ​ | (44,162) | ​ | $ | 27.31 | ​ | ​ | ​
Cancelled | ​ | (104,913) | ​ | $ | 14.14 | ​ | ​ | ​
Balance at December 31, 2024 | ​ | 272,919 | ​ | $ | 15.19 | ​ | $ | 4,675
​
(1) | The aggregate intrinsic value of performance-based restricted stock units outstanding was based on our closing stock price on the last trading day of the period
Employee Stock Purchase Plan Our ESPP, which was approved by our Board of Directors on April 27, 2016, and by our stockholders on June 20, 2016, allows participating employees to purchase shares of our common stock at a discount through payroll deductions. The ESPP is available to all of our employees and employees of participating subsidiaries. Participating employees may purchase common stock, on a voluntary after-tax basis, at a price equal to 85% of the lower of the closing market price per share of our common stock on the first or last trading day of each stock purchase period. The ESPP provides for six-month purchase periods, beginning on May 16 and November 16 of each calendar year. A total of 1,600,000 shares of common stock was initially reserved for issuance under the ESPP. This share reserve will automatically be supplemented each January 1, commencing in 2017 and ending on and including January 1, 2026, by an amount equal to the least of (a) 1% of the shares of our common stock outstanding on the immediately preceding December 31, (b) 500,000 shares or (c) such lesser amount as our Board of Directors may determine. Pursuant to the automatic increase feature of the ESPP, 240,780 shares were added as available for issuance thereunder on January 1, 2025 and 236,003 shares were added as available for issuance thereunder on January 1, 2024. Our Board of Directors exercised its prerogative to forego the automatic increase on January 1, 2023. As of December 31, 2024, 1,444,905 shares were available for future issuance under the ESPP. We recognized $0.5 million, $0.6 million and $0.8 million in stock-based compensation expense related to the ESPP for the years ended December 31, 2024, 2023 and 2022, respectively. ​

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