Shareholders' equity | Note 9. Shareholders' equity Ordinary Shares As of December 31, 2022 and December 31, 2023, the Company's articles of association authorized the Company to issue up to 500,000,000 ordinary shares. Each holder of the Company's ordinary shares is entitled to one vote for each share on all matters submitted to a vote of the shareholders, including the election of directors. As of December 31, 2023, no dividends have been declared or paid. 2019 Share incentive plan In June 2019, the Company’s Board of Directors adopted, and its shareholders approved, the 2019 Share Incentive Plan (“2019 Plan”). The 2019 Plan provides for the grant of incentive share options, nonqualified share options, share appreciation rights, restricted share awards (“RSAs”), restricted share units (“RSUs”), other share-based awards and performance awards. The share reserve under the 2019 Plan will be automatically increased on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2020 and will continue until, and including, the fiscal year ending December 31, 2029. The number of shares added annually will be equal to the lowest of 1,320,000 shares, 5 % of the number of the Company’s shares outstanding on the first day of such fiscal year, or an amount determined by the Board of Directors. On March 1, 2023 the Company registered 1,320,000 additional shares that may be issued under the 2019 Plan. The Company’s employees, officers, directors, consultants, and advisors are eligible to receive awards under the 2019 Plan. Incentive share options, however, may only be granted to its employees. The following table summarizes changes in the number of shares available for grant under the Company’s equity incentive plans during the year ended December 31, 2023: Number of shares Available for grant at December 31, 2022 2,000,364 Added to 2019 Share Incentive Plan 1,320,000 RSUs granted ( 225,338 ) Options granted ( 1,478,946 ) Performance shares awarded ( 97,500 ) Shares withheld in settlement of taxes and/or exercise price 50,775 Expirations 56,157 Forfeitures 122,840 Available for grant at December 31, 2023 1,748,352 As of December 31, 2023, the Company estimates the pre-tax unrecognized compensation expense of $ 20.4 million related to all unvested share-based awards, including share options and restricted share units will be recognized through the fourth quarter of 2027. The Company expects to satisfy the exercise of share options and future distributions of shares for restricted share units and restricted share awards by issuing new ordinary shares which have been reserved under the 2019 Plan. The Company uses the Black-Scholes option pricing model to estimate the fair value of share options. The Company utilized a forfeiture rate of 8.2 % d uring the year ended December 31, 2023 for estimating the forfeitures of share options and restricted share units granted. Share options Share options typically have a contractual term of ten years from grant date. The following is a summary of option activity for the Company’s share incentive plans for year ended December 31, 2023: Options Weighted Weighted Aggregate Outstanding at December 31, 2022 3,395,219 $ 13.83 7.6 $ 28,985,969 Options granted 1 1,478,946 $ 7.64 — $ — Options exercised ( 59,800 ) $ 8.32 — $ — Options expired ( 56,157 ) $ 10.32 — $ — Options forfeited ( 68,292 ) $ 14.08 — $ — Outstanding at December 31, 2023 4,689,916 $ 11.98 7.5 $ 617,623 Options exercisable at December 31, 2023 2,556,847 $ 13.07 6.1 $ — Options vested and expected to vest at December 31, 2023 4,612,496 $ 12.05 7.5 $ 543,130 1 Options granted includes the time-based share options and the performance-based share options for which a grant date has been established, as described below. The intrinsic value for share options outstanding and exercisable is defined as the difference between the market value of the Company’s ordinary shares as of the end of the period and the grant price. At December 31, 2021, 2022 and 2023, the aggregate intrinsic value of options exercisable under the Company’s share incentive plans was $ 18.5 million, $ 17.7 million and $ 0.0 million, respectively, as determined as of the date of grant. The Company had 454,354 , 242,423 and 59,800 options exercised during the years ended December 31, 2021, 2022 and 2023, respectively. The cash received from the share options exercised in 2021, 2022 and 2023 was $ 4.8 million, $ 2.2 million and $ 0.5 million, respectively. At December 31, 2023, there was $ 12.9 million in unrecognized pre-tax share-based compensation expense, net of estimated forfeitures, related to unvested time-based share option awards. The unrecognized share-based compensation expense is expected to be recognized over a weighted-average period of 2.9 years. The Company estimates the fair value of share options using the Black-Scholes option pricing model. The fair value of share options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of share options is estimated using the following weighted-average assumptions: Year Ended December 31, 2021 2022 2023 Expected dividend yield — — — Risk-free interest rate 1.14 % 2.96 % 4.48 % Weighted-average expected volatility 50.9 % 72.9 % 69.8 % Expected term (in years) 6.5 5.5 5.8 Weighted average grant-date fair value per share of options granted $ 21.36 $ 9.94 $ 4.93 Restricted shares The following is a summary of restricted shares activity for the Company’s share incentive plans for the year ended December 31, 2023: Units Weighted RSU balance at December 31, 2022 696,990 $ 18.22 RSUs granted 1 225,338 $ 12.68 RSUs vested ( 311,440 ) $ 16.51 RSUs forfeited ( 54,548 ) $ 18.31 RSU balance at December 31, 2023 556,340 $ 17.60 1 RSUs granted includes the time-based RSUs and the performance-based RSUs for which a grant date has been established, as described below. During 2022 and 2023, 418,896 and 225,338 RSUs were granted under the 2019 Plan, respectively. The Company withheld 52,554 and 50,775 shares to pay the employees’ portion of the minimum payroll withholding taxes on the RSUs and RSAs that vested in 2022 and 2023, respectively. At December 31, 2023, there was $ 7.5 million in unrecognized pre-tax compensation expense, net of estimated forfeitures, related to unvested time-based share awards. The unrecognized compensation expense is expected to be recognized over a weighted average period of 2.19 years . Performance-based share awards In May 2023, performance-based share awards were awarded to select executive officers of the Company. The awards contain a performance-based vesting criteria and included 60,000 share options and 135,000 restricted share units. The performance-based awards have two separate annual performance periods, with 50 % of the performance-based awards vesting over each of the annual performance periods ending on December 31, 2023 ("First Performance Period") and December 31, 2024 ("Second Performance Period") if the performance goal is met. If the performance goal for that performance period is not met, the performance-based awards do not vest and are forfeited. The performance goal is based on the Company's adjusted earnings per share, as publicly reported by the Company, for each performance period. The method used to measure the fair value of the performance-based awards is consistent with the methods used to measure the fair value of time-based share options and RSUs, as described above. For performance-based awards that vest during the First Performance Period, the Company's Compensation Committee retains the ability to modify the applicable adjusted earnings per share metric. Due to this discretion, the Company has determined that the grantee does not have a mutual understanding of the key terms and conditions of the performance-based awards in the First Performance Period, and a grant date will not exist until the Compensation Committee approves the adjusted earnings per share metric for the First Performance Period. As of December 31, 2023, based on the total potential shares that could be earned, there were 62,500 RSUs outstanding for which there is no accounting grant date. Accordingly, no grant date fair value was established and the weighted average grant date fair values calculated above excludes these performance-based share options and performance-based RSUs. The Company remeasures the fair value of the awards at each reporting date until a grant date is achieved, as the service inception date precedes the grant date. As of December 31, 2023, there was $ 0.4 million in unrecognized pre-tax compensation expense, net of estimated forfeitures, related to unvested performance-based share awards for the First Performance Period, which would be recognized through the first quarter of 2024 upon achievement of the performance goal. As the performance goal has not been met for 2023, these performance shares have been forfeited as of January 29, 2024. Unlike the performance-based awards in the First Performance Period, the Compensation Committee does not have the discretion to modify the applicable adjusted earnings per share metric for performance-based awards that vest during the Second Performance Period. As such, a mutual understanding of the key terms and conditions, and thus a grant date, exists on the date that the performance-based awards are issued by the Company. As of December 31, 2023, based on the total potential shares that could be earned, there were 62,500 RSUs granted. A grant date fair value was established, and the weighted average grant date fair values calculated in the above tables include these performance-based share options and performance-based RSUs. The Company has not recognized any compensation expense on these performance-based awards since the requisite service period does not begin until January 1, 2024. As of December 31, 2023, there was $ 0.9 million in unrecognized pre-tax compensation expense, net of estimated forfeitures, related to these unvested performance-based share awards for the Second Performance Period, which will be recognized over the requisite service period starting January 1, 2024 through the first quarter of 2025 if it is probable that the adjusted earnings per share metric will be achieved. Employee share purchase plan In June 2019, the Company’s Board of Directors adopted, and its shareholders approved, the Employee Share Purchase Plan (“ESPP”). The ESPP was effective on June 25, 2019 and the offering period or purchase period under the ESPP began on January 1, 2021. A total of 1,334,427 shares are available under the ESPP, which includes 550,000 shares originally available, 256,730 additional shares registered on March 24, 2020, 260,345 additional shares registered on March 1, 2021, 267,352 additional shares registered on February 25, 2022 and 273,133 additional shares registered in March 1, 2023. The number of shares that will be available for sale under the ESPP will be increased annually on the first day of each fiscal year beginning in 2020, and will be equal to the lowest of: 275,000 shares; 1 % of the outstanding shares as of the last day of the immediately preceding fiscal year, or such other amount as the administrator may determine. The purchase price of the shares will be 85 % of the lower of the fair market value of our shares on the first trading day of each offering period or on the purchase date. For the year ended December 31, 2021, the Company recognized $ 0.7 million of share-based compensation expense related to the ESPP. There were 39,061 and 42,401 shares issued under the ESPP during the six-month offering periods that ended on June 30, 2021 and December 31, 2021, respectively. For the year ended December 31, 2022, the Company recognized $ 0.9 million of share-based compensation expense related to the ESPP. There were 87,229 and 64,867 sh ares issued under the ESPP during the six-month offering periods that ended on June 30, 2022 and December 31, 2022, respectively. For the year ended December 31, 2023, the Company recognized $ 0.9 million of share-based compensation expense related to the ESPP. There were 88,290 and 113,218 shares issued under the ESPP during the six-month offering periods that ended on June 30, 2023 and December 31, 2023, respectively. |