Stockholders' Equity and Share-Based Compensation
|12 Months Ended|
Dec. 31, 2022
|Stockholders' Equity and Share-Based Compensation|
|Stockholders' Equity and Share-Based Compensation||
Note 5 – Stockholders’ Equity and Share-Based Compensation
Public Equity Offering
On August 18, 2020, the Company completed an underwritten public equity offering of 4,000 shares of its common stock at a public offering price of $13.00 per share, resulting in net proceeds of $48,831 after deducting underwriters’ offering expenses and commissions. As part of the public equity offering, the Company granted the underwriters aoption to purchase up to 900 shares of its common stock at the public offering price. The underwriters subsequently exercised their option in full within 30 days to purchase 900 shares of the Company’s common stock resulting in additional net proceeds of $11,700. The Company’s use of the net proceeds from the public equity offering was for working capital and other general corporate purposes.
Series A Convertible Preferred Stock
On June 19, 2020, each outstanding share of Series A Preferred automatically converted to one share of the Company’s common stock. This automatic conversion was required pursuant to Section 4 of the Series A Preferred Stock purchase agreement (dated March 25, 2013) because the volume weighted average price for the common stock price was equal to, or exceeded, $4.35 forconsecutive trading days. The Company issued an aggregate of 2,620,687 shares of common stock in connection with the automatic conversion. Because of this automatic conversion during fiscal year 2020, 0 shares of Series A Preferred shares were outstanding as of December 31, 2022 and January 1, 2022.
Stock Repurchase Program
On July 27, 2021, the Company’s Board of Directors authorized a stock repurchase program under which the Company may purchase up to $30 million of the Company’s common stock from time to time. The repurchases of common stock may be executed through open market purchases, block trades, the implementation of a 10b5-1 plan,
and/or any other available methods. During the fiscal year ended December 31, 2022, the Company did not repurchase any shares of common stock. During the fiscal year ended January 1, 2022, the Company repurchased $479 of its common stock through the stock repurchase program at an average price of $11.99 per share.
Employee Stock Purchase Plan
In May 2021, the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). Under the 2021 ESPP, eligible employees who participate in an offering period may have a certain percentage of their eligible earnings withheld, up to certain limitations, to purchase shares of common stock at 85% of the lower of the fair market value on the first or the last business day of the six-month offering period. The first offering period commenced on July 1, 2021. A total of 250,000 shares of common stock were reserved for issuance under the 2021 ESPP. During the fiscal year ended December 31, 2022, 107 shares were issued under the ESPP. During the fiscal year ended January 1, 2022, no shares were issued under the ESPP.
The estimated fair value of employee stock purchase rights under the ESPP was determined using the Black-Scholes option pricing model with the following assumptions:
Share-Based Compensation Plan Information
The Company adopted the 2016 Equity Incentive Plan ("2016 Equity Plan") on March 9, 2016, which became effective on May 31, 2016, following stockholder approval. Subject to adjustment for certain changes in the Company’s capitalization, the aggregate number of shares of the Company’s common stock that may be issued under the 2016 Equity Plan will not exceed the sum of (i) two million five hundred thousand (2,500) new shares, (ii) the number of unallocated shares remaining available for the grant of new awards under the Company’s prior equity plans described below (the “Prior Equity Plans”) as of the effective date of the 2016 Plan (which was equal to 3,894 shares as of May 31, 2016) and (iii) any shares subject to a stock award under the Prior Equity Plans that are not issued because such stock award expires or otherwise terminates without all of the shares covered by such stock award having been issued, that are not issued because such stock award is settled in cash, that are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares, or that are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award. In addition, the share reserve will automatically increase on January 1st of each year, for a period of nine years, commencing on January 1, 2017 and ending on (and including) January 1, 2026, in an amount equal to one million five hundred thousand (1,500) shares per year; however the Board of Directors of the Company may act prior to January 1st of a given year to provide that there will be no January 1st increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of shares of common stock than would otherwise occur pursuant the automatic increase. Options granted under the 2016 Equity Plan generally expire no later than ten years from the date of grant and generally vest over a period of four years. The exercise price of all option grants must be equal to 100% of the fair market value on the date of grant. As of December 31, 2022, approximately 1,432 shares were available for future grants under the 2016 Equity Plan.
The following tables summarizes the Company’s stock option activity for the fiscal years ended, and details regarding the options outstanding and exercisable as of December 31, 2022 and January 1, 2022:
No stock options were granted under the 2016 Equity Plan during the fiscal years 2022 and 2021. The intrinsic value of stock options at the date of the exercise is the difference between the fair value of the stock at the date of exercise and the exercise price. During fiscal years 2022 and 2021, the total intrinsic value of the exercised options was $4,085 and $28,699, respectively. The Company had $814 of unrecognized share-based compensation expense related to stock options outstanding as of December 31, 2022, which expense is expected to be recognized over a weighted-average period of 1.23 years.
Restricted Stock Units
During the fiscal years 2022 and 2021, the Company granted an aggregate of 2,677 and 2,710 RSUs, respectively, to certain employees of the Company. The restricted stock units ("RSUs") were granted under the 2016 Equity Incentive Plan and reduced the pool of equity instruments available under that plan.
The vesting of each RSU is subject to the employee’s continued employment through applicable vesting dates. Some RSUs granted to certain executives may vest on an accelerated basis in part or in full upon the occurrence of certain events. The RSUs are accounted for as equity awards and are measured at fair value based upon the grant date price of the Company’s common stock. The closing price of the Company’s common stock on each grant date during 2022 ranged from $5.30 to $10.99. The closing price of the Company’s common stock on each grant during 2021 ranged
from $9.60 to $19.92. Compensation expense is recognized on a straight-line basis over the requisite service period of-to-three years. Compensation expense for performance-based RSUs (“PSUs”) is measured based on the amount of shares ultimately expected to vest, estimated at each reporting date based on management’s expectations regarding the relevant performance criteria.
During 2022 there were 1,634 RSUs granted that were time-based and 1,043 granted that were performance-based. As of December 31, 2022, the performance criteria established to trigger vesting of PSUs granted in 2022 was met, but still subject to certification by the Compensation Committee.
During 2021 there were 1,070 RSUs granted that were time-based and 1,640 granted that were performance-based. As of January 1, 2022, the performance criteria established to trigger vesting of the PSUs granted in 2021 was met.
For the fiscal year ended December 31, 2022, we recorded compensation expense of $11,209 related to RSU’s. As of December 31, 2022, there was unrecognized compensation expense of $19,598 related to unvested RSUs based on awards that are expected to vest. The unrecognized compensation expense is expected to be recognized over a weighted-average period of 1.94 years.
Share-Based Compensation Expense
For the fiscal years 2022, 2021 and 2020, the Company recorded share-based compensation expense related to stock options and RSUs of $11,296, $15,685 and $7,778, respectively.
The share-based compensation expense is net of amounts capitalized to internally-developed software of $1,180, $2,159 and $659 during the fiscal years 2022, 2021 and 2020, respectively.
The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP).
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef