Stockholders' Equity | Note 17. Stockholders' Equity Equity Plans As of December 31, 2023, the Company has two equity plans: the Amended and Restated 2015 Equity Incentive Plan, or 2015 Plan, and the 2014 Employee Stock Purchase Plan or ESPP. Prior to the adoption of these plans, the Company granted options pursuant to the Amended and Restated 2005 Equity Incentive Award Plan. Upon termination of the predecessor plans, the shares available for grant at the time of termination, and shares subsequently returned to the plans upon forfeiture or option termination, were transferred to the successor plan in effect at the time of share return. The Company issues new shares of common stock upon exercise of stock options, vesting of restricted stock units, or RSU, and settlement of ESPP, with the exception of the awards granted to employees at AFP, which are settled through re-issuance of the Company’s treasury shares. Amended and Restated 2015 Equity Incentive Plan In March 2015, the Board of Directors adopted the Company’s 2015 Equity Incentive Plan, or the 2015 Plan, which was approved by the Company’s stockholders in May 2015 and is set to expire in March 2025. The 2015 Plan is designed to meet the needs of a publicly traded company, including the requirements for granting “performance based compensation” under Section 162(m) of the Internal Revenue Code. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, performance shares, and other stock or cash awards to employees of the Company and its subsidiaries, members of the Board of Directors and consultants. In November 2020, the Board of Directors approved the Amendment and Restated 2015 Equity Incentive Plan to provide that at least 95% of the shares awarded under the plan will be subject to a minimum vesting requirement of at least one year . The Company initially reserved 5,000,000 shares of common stock for issuance under the 2015 Plan. This number will be increased by the number of shares available for issuance under the Company’s prior equity incentive plans or arrangements that are not subject to options or other awards, plus the number of shares of common stock related to options or other awards granted under the Company’s prior equity incentive plans or arrangements that are repurchased, forfeited, expired, or cancelled on or after the effective date of the 2015 Plan. The 2015 Plan also contains an “evergreen provision” that allows for an annual increase in the number of shares available for issuance on January 1 of each year during the 10 year term of the 2015 Plan, beginning January 1, 2016. The annual increase in the number of shares shall be the lesser of (i) 3,000,000 shares, (ii) two and one-half percent ( 2.5% ) of the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) such number of shares as determined by the Board of Directors. As of the effective date of the 2015 Plan, there were 5,300,296 shares available for grant under the 2015 Plan. As of December 31, 2023, the Company reserved an aggregate of 6,777,943 shares of common stock for future issuance under the Amended and Restated 2015 Equity Incentive Plan, or the 2015 Plan, including 1,201,722 shares, which were reserved in January 2024 pursuant to the evergreen provision in the 2015 Plan. Amended and Restated 2005 Equity Incentive Award Plan The Amended and Restated 2005 Equity Incentive Award Plan, or 2005 Plan, provided for the grant of incentive stock options, or ISOs, nonqualified stock options, or NQSOs, restricted stock awards, restricted stock unit awards, stock appreciation rights, or SARs, dividend equivalents and stock payments to the Company’s employees, members of the Board of Directors and consultants. Stock options under the 2005 Plan were granted with a term of up to ten years and at prices no less than the fair market value of the Company’s common stock on the date of grant. To date, stock options granted to existing employees generally vest over three to five years and stock options granted to new employees vest over four years . Stock options granted to Board of Directors and consultants generally vested over one year . 2014 Employee Stock Purchase Plan In June 2014, the Company adopted the ESPP in connection with its initial public offering. A total of 2,000,000 shares of common stock are reserved for issuance under this plan. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to 85% of the lower of the fair market value of the common stock at the beginning of an offering period or on the date of purchase. As of December 31, 2023, the Company has issued 1,192,134 shares of common stock under the ESPP and 807,866 shares of its common stock remains available for issuance under the ESPP. For the years ended December 31, 2023, 2022, and 2021, the Company recorded ESPP expense of $1.1 million, $0.9 million, and $0.7 million, respectively. Share Buyback Program As of December 31, 2023, the Company’s Board of Directors have authorized a total of $285.0 million in the share buyback program. The primary goal of the program is to offset dilution created by the Company’s equity compensation programs. The Company’s share buyback program is expected to continue for an indefinite period of time. Purchases are made through open market and private block transactions pursuant to Rule 10b5-1 plans, privately negotiated transactions or other means as determined by the Company’s management and in accordance with the requirements of the SEC and applicable laws. The timing and actual number of treasury share purchases will depend on a variety of factors including price, corporate and regulatory requirements, and other conditions. These treasury share purchases are accounted for under the cost method and are included as a component of treasury stock in the Company’s consolidated balance sheets. Pursuant to the Company’s existing share buyback program, the Company purchased 1,338,757 shares, 1,335,528 shares, and 1,477,305 shares of its common stock during the years ended December 31, 2023, 2022 and 2021, for total consideration of $58.1 million, $39.9 million, and $28.9 million, respectively. Share-Based Award Activity and Balances (excluding the ANP Equity Plan) The Company accounts for share-based compensation payments in accordance with ASC 718, which requires measurement and recognition of compensation expense at fair value for all share-based payment awards made to employees and directors. Under these standards, the fair value of option awards and the option components of the ESPP awards are estimated at the grant date using the Black-Scholes option-pricing model. The fair value of RSUs is estimated at the grant date using the Company’s common share price. Compensation cost for all share-based payments granted with service-based graded vesting schedules is recognized using the straight-line method over the requisite service period. Options issued under the Company’s 2015 Plan and 2005 Plan are granted at exercise prices equal to or greater than the fair value of the underlying common shares on the date of grant and vest based on continuous service. There have been no awards with performance conditions and no awards with market conditions. The options have a contractual term of five three five The significant assumptions used in the Black-Scholes option-pricing are as follows: ● Determination of Fair Value of the Underlying Common Stock. For options and ESPP awards granted, the fair value for its underlying common stock is determined using the closing price on the date of grant as reported on the Nasdaq Global Select Market, or Nasdaq, with consideration of whether there is material nonpublic information that could impact that estimated fair value when it is released. ● Expected Volatility. The Company estimates its volatility based on the historical volatility of its stock price since IPO. ● Expected Term. The expected term represents the period of time in which the options granted are expected to be outstanding. The Company estimates the expected term of options with consideration of vesting date, contractual term, and historical experience for exercise and post-vesting employment or contractual termination behavior after its common stock has been publicly traded. The expected term of “plain vanilla” options is estimated (using the simplified method as outlined in SAB Topic 14 due to a lack of sufficient historical exercise data) based on the midpoint between the vesting date and the end of the contractual term under the simplified method permitted by the SEC implementation guidance. ● Risk- Free Rate. The risk-free interest rate is selected based upon the implied yields in effect at the time of the option grant on U.S. Treasury zero-coupon issues with a term approximately equal to the expected life of the option being valued. ● Dividends. The Company does not anticipate paying cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield rate of zero. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual experience differs from those estimates. For the years ended December 31, 2023, 2022 and 2021, the Company estimated an average overall forfeiture rate of approximately 7%, 7%, and 6%, respectively, based on historical experience. Forfeiture rates are separately estimated for its (1) directors and officers, (2) management personnel and (3) other employees. Share-based compensation is recorded net of expected forfeitures. The Company periodically assesses the forfeiture rate and the amount of expense recognized based on estimated historical forfeitures as compared to actual forfeitures. Changes in estimates are recorded in the period they are identified. Tax benefits resulting from tax deductions in excess of the share-based compensation cost recognized (excess tax benefits) are recorded in the statements of cash flows as financing activities. The weighted-averages for key assumptions used in determining the fair value of options granted are as follows: Year Ended December 31, 2023 2022 2021 Average volatility 41.4 % 41.0 % 42.1 % Average risk-free interest rate 4.1 % 2.3 % 1.2 % Weighted-average expected life in years 6.2 6.1 6.1 Dividend yield rate — % — % — % Stock Options A summary of option activity under all plans for the year ended December 31, 2023, is presented below: Weighted-Average Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term (Years) Value (1) (in thousands) Outstanding as of December 31, 2022 7,929,150 $ 17.66 Options granted 759,820 35.84 Options exercised (920,817) 15.40 Options forfeited (5,312) 30.82 Options expired (543) 16.25 Outstanding as of December 31, 2023 7,762,298 $ 19.70 4.54 $ 327,155 Exercisable as of December 31, 2023 5,685,943 $ 16.55 3.25 $ 257,560 Vested and expected to vest as of December 31, 2023 7,601,023 $ 19.46 4.46 $ 322,203 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the estimated fair value of the Company’s stock for those awards that have an exercise price below the estimated fair value at December 31, 2023. During the years ended December 31, 2023, 2022, and 2021, the Company recorded expense of $9.6 million, $8.5 million, and $8.0 million, respectively, related to stock options granted under all plans. Information relating to option grants and exercises is as follows: Year Ended December 31, 2023 2022 2021 (in thousands, except per share data) Weighted-average grant date fair value per share $ 16.76 $ 14.75 $ 7.62 Intrinsic value of options exercised 29,918 21,279 7,906 Cash received from options exercised 14,172 19,202 16,757 Total fair value of the options vested during the period 8,890 8,174 8,177 A summary of the status of the Company’s non-vested options as of December 31, 2023, and changes during the year ended December 31, 2023, are presented below: Weighted-Average Grant Date Options Fair Value Non-vested as of December 31, 2022 2,378,453 $ 9.48 Options granted 759,820 16.76 Options vested (1,056,606) 8.41 Options forfeited (5,312) 13.94 Non-vested as of December 31, 2023 2,076,355 12.68 As of December 31, 2023, there was $17.1 million of total unrecognized compensation cost, net of forfeitures, related to non-vested stock option based compensation arrangements granted under all plans. The cost is expected to be recognized over a weighted-average period of 2.5 years and will be adjusted for future changes in estimated forfeitures. Restricted Stock Units The Company grants restricted stock units, or RSUs, to certain employees and members of the Board of Directors with a vesting period of up to five years. The grantee receives one share of common stock at a specified future date for each RSU awarded. The RSUs may not be sold or otherwise transferred until vested. The RSUs do not have any voting or dividend rights prior to the issuance of underlying common stock. The share-based expense associated with these grants was based on the Company’s common stock fair value at the time of grant and is amortized over the requisite service period, which generally is the vesting period, using the straight-line method. During the years ended December 31, 2023, 2022, and 2021, the Company recorded expenses of $9.5 million, $8.4 million, and $8.1 million, respectively, related to RSU awards granted under all plans. As of December 31, 2023, there was $18.1 million of total unrecognized compensation cost, net of forfeitures, related to non-vested RSU-based compensation arrangements granted under all plans. The cost is expected to be recognized over a weighted-average period of 2.5 years and will be adjusted for future changes in estimated forfeitures. Information relating to RSU grants and deliveries is as follows: Total Fair Market Total RSUs Value of RSUs Issued Issued (1) (in thousands) RSUs outstanding at December 31, 2022 1,007,052 RSUs granted 356,176 $ 12,725 RSUs forfeited (2,368) RSUs vested (2) (440,484) RSUs outstanding at December 31, 2023 920,376 (1) The total FMV is derived from the number of RSUs granted times the current stock price on the date of grant. (2) Of the vested RSUs, 168,067 shares of common stock were surrendered to fulfil tax withholding obligations. The 2018 ANP Equity Incentive Plan In December 2018, ANP’s board of directors approved the 2018 Plan, which was set to expire in December 2023. The 2018 Plan permitted the grant of stock options and other equity awards in ANP shares to ANP employees. During the second quarter of 2021, in connection with the ANP restructuring, the 2018 Plan was terminated. At the time the 2018 Plan was terminated, the number of stock options outstanding under the 2018 Plan was 5,018,880. As part of the termination, ANP cash settled 4,091,080 stock options, of which 1,944,771 stock options were vested and 2,146,309 stock options were unvested, for $0.8 million which approximated the fair value of these awards at the time of the settlement. The cash settlement of these awards was recorded as a reduction in equity. For the remaining 927,800 stock option awards that were outstanding under the 2018 Plan at the time the 2018 Plan was terminated, of which 56,925 stock options were vested and 870,875 were unvested, the Company cancelled these awards and issued replacement awards under the 2015 Plan. The modified awards vest over periods ranging from 1 to 2 years and have a 10-year contractual term. The cancellation and replacement of the awards was accounted for as a modification in accordance with ASC 718. As a result of the modification, the cost to the Company was $2.3 million, of which $1.8 million was recorded as share-based compensation within general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2021, and the remaining $0.5 million which will be recognized over the vesting period of the modified awards. Prior to the termination of the 2018 Plan, for the year ended December 31, 2021, the Company recorded expense of $0.5 million related to stock options issued by ANP under the 2018 Plan. Share-based Compensation Expense The Company recorded share-based compensation expense, which is included in the Company’s consolidated statement of operations as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Cost of revenues $ 4,891 $ 4,179 $ 3,778 Operating expenses: Selling, distribution, and marketing 870 726 596 General and administrative 12,269 11,180 12,622 Research and development 2,212 1,775 1,691 Total share-based compensation $ 20,242 $ 17,860 $ 18,687 |