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Equity and Stock-Based Compensation
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Equity and Stock-Based Compensation

Note 10. Equity and Stock-Based Compensation

Stock Repurchase Activity

On April 9, 2019, the Company’s Board of Directors authorized a stock repurchase program to acquire up to $15.0 million of its common stock. Any repurchases under the program will be made from time to time on the open market at prevailing market prices. On April 1, 2021, the Board of Directors approved an extension and expansion of this stock repurchase program up to $25.0 million of its common shares, expiring April 9, 2023. On March 3, 2023, the Company’s Board of Directors approved a two-year extension of this stock repurchase plan. On April 9, 2024, the Board of Directors approved an additional expansion of this stock repurchase program to up to $55 million of the Company’s

common shares. During the three and nine months ended September 30, 2024, the Company has repurchased 0.7 million and 1.6 million shares, respectively, of its common stock for a total cost of $25.3 million.

Stock-Based Compensation

Total estimated stock-based compensation expense for employees and non-employees, related to all of the Company’s stock-based awards, was as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Cost of revenue

 

$

131

 

 

$

130

 

 

$

421

 

 

$

467

 

Selling and marketing

 

 

399

 

 

 

564

 

 

 

1,261

 

 

 

1,464

 

Research and development

 

 

298

 

 

 

326

 

 

 

795

 

 

 

1,006

 

General and administrative

 

 

668

 

 

 

605

 

 

 

970

 

 

 

5,617

 

Total stock-based compensation

 

$

1,496

 

 

$

1,625

 

 

$

3,447

 

 

$

8,554

 

 

The following table presents the stock activity and the total number of shares available for grant as of September 30, 2024:

 

 

 

(in thousands)

 

Balance at December 31, 2023

 

 

1,059

 

Options Cancelled

 

 

6

 

Restricted Stock Granted

 

 

(214

)

Restricted Stock Forfeited

 

 

32

 

Performance Shares Granted

 

 

(171

)

Balance at September 30, 2024

 

 

712

 

 

Stock Option Activity

 

 

 

Options Outstanding

 

 

 

Number of
Shares
Underlying
Outstanding
Options

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Term

 

 

Aggregate
Intrinsic
Value

 

 

 

 

 

 

 

 

 

(in years)

 

 

 

 

Outstanding at December 31, 2023

 

 

1,041,452

 

 

$

9.10

 

 

 

4.22

 

 

$

3,137,285

 

Options Granted

 

 

-

 

 

 

-

 

 

 

 

 

 

 

Options Exercised

 

 

(355,344

)

 

 

8.25

 

 

 

 

 

 

 

Options Forfeited

 

 

(5,846

)

 

 

30.86

 

 

 

 

 

 

 

Outstanding at September 30, 2024

 

 

680,262

 

 

$

9.36

 

 

 

4.64

 

 

$

4,617,323

 

Vested and expected to vest at September 30, 2024

 

 

680,248

 

 

$

9.43

 

 

 

4.64

 

 

$

4,617,323

 

Exercisable at September 30, 2024

 

 

679,389

 

 

$

9.42

 

 

 

4.64

 

 

$

4,617,323

 

 

Stock options are time-based and the majority are exercisable within 10 years of the date of grant, but only to the extent they have vested. The options generally vest as specified in the option agreements subject to acceleration in certain circumstances. In the event participants in the plan cease to be employed or engaged by the Company, all vested options would be forfeited if they are not exercised within 90 days. Forfeitures on option grants are estimated at 10% for non-executives and 0% for executives based on evaluation of historical and expected future turnover. Stock-based compensation expense was recorded net of estimated forfeitures, such that expense was recorded only for those stock-based awards expected to vest. The Company reviews this assumption periodically and will adjust it if it is not representative of future forfeiture data and trends within employee types (executive vs. non-executive).

Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The aggregate intrinsic value of options exercised was $2.4 million for the nine months ended September 30, 2024.

 

The Company uses the Black-Scholes option-pricing model to estimate the fair value of options granted as of the grant date. There were no new options granted during the nine months ended September 30, 2024. The total estimated fair value of employee options vested during the nine months ended September 30, 2024 was $1.2 million. As of September 30, 2024, total unrecognized compensation cost related to non-vested stock options granted to employees was less than $0.1 million, which is expected to be recognized over a remaining weighted average vesting period of 0.3 years.

Restricted Stock Activity

 

 

 

Shares

 

 

Weighted
Average
Grant Date
Fair Value
Per Share

 

Nonvested restricted stock at December 31, 2023

 

 

764,942

 

 

$

14.76

 

Granted

 

 

213,673

 

 

 

17.02

 

Vested

 

 

(323,571

)

 

 

14.23

 

Shares forfeited

 

 

(31,961

)

 

 

13.08

 

Nonvested restricted stock at September 30, 2024

 

 

623,083

 

 

$

15.89

 

 

As of September 30, 2024, total unrecognized compensation costs related to the nonvested restricted stock awards was $7.8 million, which will be recognized over a remaining weighted average vesting period of 2.3 years.

Performance-Based Restricted Share Units

 

As of September 30, 2024, the Company had 253,395 performance-based restricted share units outstanding. On April 1, 2024, the Company granted 171,393 PSUs to certain executives, of which 50% vest based on achievement of defined Company stock price appreciation over the period of April 1, 2024 through May 9, 2025, and 50% vest based on defined Adjusted EBITDA targets for the period commencing on the second fiscal quarter in 2024 through the first fiscal quarter of 2025. The awards granted on April 1, 2024 are also subject to three year service-based vesting periods with the ability to earn and vest into such units ranging from 0% to 200% of the granted PSUs. The remaining 82,002 PSUs outstanding were granted to executives on April 1, 2023 and 2022, and will vest over a three-year period from the respective grant dates based on (i) the amount by which revenue growth exceeds a defined baseline market growth each year and (ii) the achievement of specified tiers of Adjusted EBITDA as a percentage of net revenue each year, with the ability to earn and vest into such units ranging from 0% to 200% of the granted PSUs. As of September 30, 2024, achievement of the performance conditions associated with the outstanding 2024, 2023 and 2022 performance shares was deemed not probable.