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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2019
Equity [Abstract] |
Stockholders' Equity | 8. Stockholders’ equity Common stock Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of other classes of stock outstanding. Preferred stock Pursuant to the amended and restated certificate of incorporation filed by the Company in connection with the completion of its initial public offering, the Company’s board of directors is authorized to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, redemption rights, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing change in the Company’s control or other corporate action. As of December 31, 2019 and 2018, no shares of preferred stock were issued or outstanding, and the board of directors has not authorized or designated any rights, preferences, privileges and restrictions for any class of preferred stock. Dividends There were no dividends declared during the years ended December 31, 2019, 2018 and 2017. Stock incentive plans The Company has a 2002 Stock Incentive Plan (2002 Plan) as amended, under which the Company granted options to purchase shares of its common stock. As of December 31, 2019, options to purchase 333 shares of common stock remained outstanding under the 2002 Plan. The 2002 Plan was terminated in March 2012 in connection with the adoption of the 2012 Plan, and, accordingly, no new options are available for issuance under this plan. The 2002 Plan continues to govern outstanding awards granted thereunder. The Company has a 2012 Equity Incentive Plan (2012 Plan) under which the Company granted options to purchase shares of its common stock. As of December 31, 2019, options to purchase 141,986 shares of common stock remained outstanding under the 2012 Plan. The 2012 Plan was terminated in connection with the Company’s initial public offering in February 2014, and accordingly, no new options are available for issuance under this plan. The 2012 Plan continues to govern outstanding awards granted thereunder. The Company has a 2014 Equity Incentive Plan (2014 Plan) that provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any parent and subsidiary corporation’s employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, restricted stock awards, stock appreciation rights, performance units and performance shares to its employees, directors and consultants and its parent and subsidiary corporations’ employees and consultants. As of December 31, 2019, awards with respect to 1,064,545 shares of the Company’s common stock were outstanding, and 1,807,572 shares of common stock remained available for issuance under the 2014 Plan. The shares available for issuance under the 2014 Plan will be increased by any shares returned to the 2002 Plan, 2012 Plan and the 2014 Plan as a result of expiration or termination of awards (provided that the maximum number of shares that may be added to the 2014 Plan pursuant to such previously granted awards under the 2002 Plan and 2012 Plan is 2,328,569 shares). The number of shares available for issuance under the 2014 Plan also is increased annually on the first day of each fiscal year by an amount equal to the least of:
| • | 895,346 shares;
| • | 4% of the outstanding shares of common stock as of the last day of the Company’s immediately preceding fiscal year; or
| • | such other amount as the Company’s board of directors may determine.
For the year ended December 31, 2019, no additional shares were added to the 2014 Plan share reserve pursuant to the provision described above. Stock options Options typically expire between seven and ten years from the date of grant and vest over one to four year terms. Options have been granted to employees, directors and consultants of the Company, as determined by the board of directors, at the deemed fair market value of the shares underlying the options at the date of grant. The activity for stock options under the Company’s stock plans for the years ended December 31, 2019, 2018 and 2017 is as follows:
|  |  |  |  |  |  |  |  |  |  |  |  | Remaining |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  | weighted- |  |  |  |  |
|  |  |  |  |  |  |  |  | Weighted- |  |  | average |  |  | Per share |
|  |  |  |  |  |  |  |  | average |  |  | contractual |  |  | average |
|  |  |  |  | Price per |  |  | exercise |  |  | terms |  |  | intrinsic |
| Options |  |  | share |  |  | price |  |  | (in years) |  |  | value |
Outstanding as of December 31, 2016 |  | 2,355,527 |  |  | $0.60-$58.95 |  |  | $ | 28.22 |  |  |  | 5.42 |  |  | $ | 38.95 |
Granted |  | 64,498 |  |  |  | 83.30 |  |  |  | 83.30 |  |  |  |  |  |  |  |  |
Exercised |  | (520,393 | ) |  | 0.60-58.95 |  |  |  | 24.16 |  |  |  |  |  |  |  |  |
Forfeited |  | (63,173 | ) |  | 24.52-58.95 |  |  |  | 43.74 |  |  |  |  |  |  |  |  |
Expired |  | (33 | ) |  |  | 8.70 |  |  |  | 8.70 |  |  |  |  |  |  |  |  |
Outstanding as of December 31, 2017 |  | 1,836,426 |  |  | 0.60-83.30 |  |  |  | 30.77 |  |  |  | 4.58 |  |  |  | 88.31 |
Vested and exercisable as of December 31, 2017 |  | 1,176,504 |  |  | 0.60-83.30 |  |  |  | 24.33 |  |  |  | 4.39 |  |  |  | 94.75 |
Vested and expected to vest as of December 31, 2017 |  | 1,792,871 |  |  | 0.60-83.30 |  |  |  | 30.50 |  |  |  | 4.58 |  |  |  | 88.58 |
Outstanding as of December 31, 2017 |  | 1,836,426 |  |  | 0.60-83.30 |  |  |  | 30.77 |  |  |  | 4.58 |  |  |  | 88.31 |
Granted |  | — |  |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
Exercised |  | (708,319 | ) |  | 0.60-58.95 |  |  |  | 24.22 |  |  |  |  |  |  |  |  |
Forfeited |  | (771 | ) |  | 24.52-44.19 |  |  |  | 28.24 |  |  |  |  |  |  |  |  |
Expired |  | — |  |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
Outstanding as of December 31, 2018 |  | 1,127,336 |  |  | 0.75-83.30 |  |  |  | 34.89 |  |  |  | 3.84 |  |  |  | 89.28 |
Vested and exercisable as of December 31, 2018 |  | 851,039 |  |  | 0.75-83.30 |  |  |  | 32.12 |  |  |  | 3.75 |  |  |  | 92.05 |
Vested and expected to vest as of December 31, 2018 |  | 1,109,280 |  |  | 0.75-83.30 |  |  |  | 34.75 |  |  |  | 3.84 |  |  |  | 89.42 |
Outstanding as of December 31, 2018 |  | 1,127,336 |  |  | 0.75-83.30 |  |  |  | 34.89 |  |  |  | 3.84 |  |  |  | 89.28 |
Granted |  | — |  |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
Exercised |  | (109,291 | ) |  | 0.75-58.95 |  |  |  | 28.45 |  |  |  |  |  |  |  |  |
Forfeited |  | (37,161 | ) |  | 38.54-58.95 |  |  |  | 44.58 |  |  |  |  |  |  |  |  |
Expired |  | — |  |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
Outstanding as of December 31, 2019 |  | 980,884 |  |  | 0.75-83.30 |  |  |  | 35.24 |  |  |  | 2.84 |  |  |  | 34.07 |
Vested and exercisable as of December 31, 2019 |  | 929,825 |  |  | 0.75-83.30 |  |  |  | 34.73 |  |  |  | 2.81 |  |  |  | 34.64 |
Vested and expected to vest as of December 31, 2019 |  | 977,589 |  |  | $0.75-$83.30 |  |  | $ | 35.21 |  |  |  | 2.84 |  |  | $ | 34.11 |
The total intrinsic value of options exercised during the years ended December 31, 2019, 2018, and 2017 was $7,910, $98,743, and $33,931, respectively. The unrecognized compensation expense related to non-vested stock-based compensation granted under the Plans as of December 31, 2019 was $691. This amount is expected to be recognized over a weighted-average period of 0.3 years. Stock incentive awards The Company grants restricted stock units (RSUs) and restricted stock awards (RSAs) under the 2014 Plan (Stock Awards). The Stock Awards vest either based solely on the satisfaction of time-based service conditions or on the satisfaction of time-based service conditions combined with performance criteria. Stock Awards are subject to forfeiture if the holder’s services to the Company terminate before vesting. Stock Awards granted with only time-based service vesting conditions generally vest over a four-year service period, as defined in the terms of each award. Stock Awards that vest based on the satisfaction of time-based service conditions combined with performance criteria generally vest over a three-year service and performance period, based on performance criteria established at the time of the award. The portion of the Stock Award that is earned may equal or be less than the targeted number of shares subject to the Stock Award depending on whether the performance criteria are met. Stock Awards activity for the years ended December 31, 2019 and December 31, 2018 are summarized below:
|  |  |  |  |  |  |  |  |  |  |  |  | Weighted- |
|  |  |  |  |  |  |  |  |  |  |  |  | average |
|  |  |  |  |  |  |  |  |  |  |  |  | grant |
|  |  |  |  | Performance |  |  |  |  |  |  | date fair |
|  |  |  |  | and |  |  |  |  |  |  | value |
Restricted stock units | Time-based |  |  | time-based |  |  | Total |  |  | per share |
Unvested restricted stock units as of December 31, 2016 |  | — |  |  |  | — |  |  |  | — |  |  | $ | — |
Granted |  | 42,028 |  |  |  | 13,109 |  |  |  | 55,137 |  |  |  | 90.05 |
Vested |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Forfeited/canceled |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Unvested restricted stock units as of December 31, 2017 (1) |  | 42,028 |  |  |  | 13,109 |  |  |  | 55,137 |  |  | $ | 90.05 |
Unvested and expected to vest restricted stock units outstanding as of December 31, 2017 |  |  |  |  |  |  |  |  |  | 48,589 |  |  | $ | 89.95 |
Unvested restricted stock units as of December 31, 2017 |  | 42,028 |  |  |  | 13,109 |  |  |  | 55,137 |  |  | $ | 90.05 |
Granted |  | 31,877 |  |  |  | — |  |  |  | 31,877 |  |  |  | 143.50 |
Vested |  | (13,742 | ) |  |  | (4,370 | ) |  |  | (18,112 | ) |  |  | 89.35 |
Forfeited/canceled |  | (1,574 | ) |  |  | — |  |  |  | (1,574 | ) |  |  | 106.55 |
Unvested restricted stock units as of December 31, 2018 (1) |  | 58,589 |  |  |  | 8,739 |  |  |  | 67,328 |  |  | $ | 115.16 |
Unvested and expected to vest restricted stock units outstanding as of December 31, 2018 |  |  |  |  |  |  |  |  |  | 62,504 |  |  | $ | 115.98 |
Unvested restricted stock units as of December 31, 2018 |  | 58,589 |  |  |  | 8,739 |  |  |  | 67,328 |  |  | $ | 115.16 |
Granted |  | 87,902 |  |  |  | — |  |  |  | 87,902 |  |  |  | 75.56 |
Vested |  | (24,680 | ) |  |  | (4,366 | ) |  |  | (29,046 | ) |  |  | 123.53 |
Forfeited/canceled |  | (12,835 | ) |  |  | (1,239 | ) |  |  | (14,074 | ) |  |  | 102.89 |
Unvested restricted stock units as of December 31, 2019 (1) |  | 108,976 |  |  |  | 3,134 |  |  |  | 112,110 |  |  | $ | 83.48 |
Unvested and expected to vest restricted stock units outstanding as of December 31, 2019 |  |  |  |  |  |  |  |  |  | 103,087 |  |  | $ | 83.22 |
|  |  |  |  |  |  |  |  |  |  |  |  | Weighted- |
|  |  |  |  |  |  |  |  |  |  |  |  | average |
|  |  |  |  |  |  |  |  |  |  |  |  | grant |
|  |  |  |  | Performance |  |  |  |  |  |  | date fair |
|  |  |  |  | and |  |  |  |  |  |  | value |
Restricted stock awards | Time-based |  |  | time-based |  |  | Total |  |  | per share |
Unvested restricted stock awards outstanding as of December 31, 2016 |  | — |  |  |  | — |  |  |  | — |  |  | $ | — |
Granted |  | 20,789 |  |  |  | 20,785 |  |  |  | 41,574 |  |  |  | 91.52 |
Vested |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Forfeited/canceled |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Unvested restricted stock awards outstanding as of December 31, 2017 (1) |  | 20,789 |  |  |  | 20,785 |  |  |  | 41,574 |  |  | $ | 91.52 |
Unvested and expected to vest restricted stock awards outstanding as of December 31, 2017 |  |  |  |  |  |  |  |  |  | 34,051 |  |  | $ | 91.52 |
Unvested restricted stock awards outstanding as of December 31, 2017 |  | 20,789 |  |  |  | 20,785 |  |  |  | 41,574 |  |  | $ | 91.52 |
Granted |  | 22,645 |  |  |  | 33,964 |  |  |  | 56,609 |  |  |  | 130.89 |
Vested |  | (6,497 | ) |  |  | (6,928 | ) |  |  | (13,425 | ) |  |  | 91.52 |
Forfeited/canceled |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Unvested restricted stock awards outstanding as of December 31, 2018 (1) |  | 36,937 |  |  |  | 47,821 |  |  |  | 84,758 |  |  | $ | 115.80 |
Unvested and expected to vest restricted stock awards outstanding as of December 31, 2018 |  |  |  |  |  |  |  |  |  | 65,773 |  |  | $ | 115.85 |
Unvested restricted stock awards outstanding as of December 31, 2018 |  | 36,937 |  |  |  | 47,821 |  |  |  | 84,758 |  |  | $ | 115.80 |
Granted |  | 54,853 |  |  |  | 40,166 |  |  |  | 95,019 |  |  |  | 86.10 |
Vested |  | (13,627 | ) |  |  | (15,732 | ) |  |  | (29,359 | ) |  |  | 115.37 |
Forfeited/canceled |  | (7,093 | ) |  |  | (9,627 | ) |  |  | (16,720 | ) |  |  | 109.11 |
Unvested restricted stock awards outstanding as of December 31, 2019 (1) |  | 71,070 |  |  |  | 62,628 |  |  |  | 133,698 |  |  | $ | 95.74 |
Unvested and expected to vest restricted stock awards outstanding as of December 31, 2019 |  |  |  |  |  |  |  |  |  | 79,473 |  |  | $ | 90.31 |
(1) | Outstanding restricted stock units and restricted stock awards are based on the maximum payout of the targeted number of shares.
As of December 31, 2019, the unrecognized compensation cost related to unvested employee restricted stock units and restricted stock awards was $12,829, excluding estimated forfeitures. This amount is expected to be recognized over a weighted-average period of 2.7 years. Employee stock purchase plan The Company’s 2014 Employee Stock Purchase Plan (ESPP) provides for the grant to all eligible employees an option to purchase stock under the ESPP, within the meaning Section 423 of the Internal Revenue Code. The ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation, which includes a participant’s base straight time gross earnings, incentive compensation, bonuses, overtime and shift premium, but exclusive of payments for equity compensation and other similar compensation. A participant may purchase a maximum of 1,500 shares during a purchase period. Amounts deducted and accumulated by the participant are used to purchase shares of the Company’s common stock at the end of each six-month period. The purchase price of the shares will be 85% of the lower of the fair market value of the Company’s common stock on the first trading day of each offering period or on the exercise date. The offering periods are currently approximately six months in length beginning on the first business day on or after March 1 and September 1 of each year and ending on the first business day on or after September 1 and March 1 approximately six months later. As of December 31, 201 9, a total of 698,632 shares of common stock were available for sale pursuant to the ESPP. The number of shares available for sale under the ESPP is increased annually on the first day of each fiscal year equal to the least of:
| • | 179,069 shares;
| • | 1.5% of the outstanding shares of the Company’s common stock on the last day of the Company’s immediately preceding fiscal year; or
| • | such other amount as may be determined by the administrator.
For 2019, no additional shares were added to the ESPP share reserve pursuant to the provision described above. Stock-based compensation Stock-based compensation expense recognized for the years ended December 31, 2019, 2018 and 2017, was as follows:
(amounts in thousands) | Years ended December 31, |
Stock-based compensation expense by type of award: | 2019 |  |  | 2018 |  |  | 2017 |
Stock option plan awards | $ | 2,977 |  |  | $ | 6,015 |  |  | $ | 7,652 |
Restricted stock units and restricted stock awards |  | 5,413 |  |  |  | 5,890 |  |  |  | 1,447 |
Employee stock purchase plan |  | 739 |  |  |  | 885 |  |  |  | 541 |
Total stock-based compensation expense | $ | 9,129 |  |  | $ | 12,790 |  |  | $ | 9,640 |
Employee stock-based compensation expense was calculated based on awards of stock options, restricted stock units and restricted stock awards ultimately expected to vest based on the Company’s historical award cancellations. The employee stock-based compensation expense recognized for the years ended December 31, 2019, 2018 and 2017 has been reduced for estimated forfeitures of stock option plan awards at a rate of 7.3%, 7.3% and 7.3%, respectively. The employee stock-based compensation expense recognized for the years ended December 31, 2019, 2018 and 2017 was reduced for estimated forfeitures of restricted stock at a rate of 4.4%, 4.7% and 6.0%, respectively. ASC 718 – Compensation-Stock Compensation requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the years ended December 31, 2019, 2018 and 2017, respectively, stock-based compensation expense recognized under ASC 718, included in cost of revenue, research and development expense, sales and marketing expense, and general and administrative expense was as follows:
| Years ended December 31, |
(amounts in thousands) | 2019 |  |  | 2018 |  |  | 2017 |
Cost of revenue | $ | 890 |  |  | $ | 1,060 |  |  | $ | 845 |
Research and development |  | 1,100 |  |  |  | 1,314 |  |  |  | 1,015 |
Sales and marketing |  | 1,755 |  |  |  | 2,355 |  |  |  | 1,558 |
General and administrative |  | 5,384 |  |  |  | 8,061 |  |  |  | 6,222 |
Total stock-based compensation expense | $ | 9,129 |  |  | $ | 12,790 |  |  | $ | 9,640 |
Valuation assumptions The employee stock-based compensation expense is recognized under ASC 718. Stock-based compensation cost for stock awards is based on the number of shares ultimately expected to vest, estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. The value of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the employee’s requisite service period for stock awards with a time-based service condition and on a graded vesting basis over the employee’s requisite service period for stock awards with performance and time-based service conditions. Stock-based compensation cost for stock options and employee stock purchase plan are determined at the grant date using the Black-Scholes option pricing model. The following table displays the assumptions that have been applied to estimate the fair value of stock option awards on the date of grant using the Black-Scholes option pricing model. During 2019 and 2018, the Company did not grant any stock option awards.
|  | 2017
Expected term (years) |  | 3.54-4.00
Risk free interest rate |  | 1.65-1.73%
Expected dividend yield |  | None
Volatility |  | 41.61-42.15%
Under these assumptions, the total weighted-average fair value of stock options granted during the year ended December 31, 2017 was $8,929. The following table displays the assumptions that have been applied to estimate the fair value of the Company’s shares to be issued under the ESPP using the Black-Scholes option pricing model.
|  | 2019 |  |  | 2018 |  |  | 2017 |
Expected term (years) |  |  | 0.50 |  |  |  | 0.50 |  |  |  | 0.50 |
Risk free interest rate |  | 1.75-2.53% |  |  | 1.63-2.46% |  |  | 1.15-1.63% |
Expected dividend yield |  | None |  |  | None |  |  | None |
Volatility |  | 44.00-47.00% |  |  | 37.34-44.00% |  |  | 42.35-45.34% |
401(k) retirement savings plan The Company maintains a 401(k) retirement savings plan for the benefit of eligible employees. Under the terms of this plan, eligible employees are able to make contributions to the plan on a tax-deferred basis. The Company began matching employees’ contributions, effective January 1, 2017. The Company contributed $871, $865, and $557, net of forfeitures, to the 401(k) plan for the years ended December 31, 2019, 2018 and 2017, respectively.

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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