XML 89 R14.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Preferred Stock and Stockholders' Equity
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Preferred Stock and Stockholders' Equity Preferred Stock and Stockholders’ Equity
Preferred Stock
Our Board of Directors is authorized, subject to any limitations prescribed by law, without stockholder approval, to issue up to an aggregate of 10,000,000 shares of preferred stock at $0.001 par value in one or more series and to fix the rights, preferences, privileges and restrictions granted to or imposed upon the preferred stock, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences. The rights of the holders of common stock will be subject to the rights of holders of any preferred stock that may be issued in the future. As of December 31, 2019 and 2018, we had no outstanding shares of preferred stock.
Common Stock
Significant stock transactions
On August 9, 2018, we announced a program to repurchase up to $100 million of our common stock (the “Stock Repurchase Program”). The terms of this program did not require us to acquire any shares and allowed for repurchases by a variety of methods, including in the open market, in block trades, through privately negotiated transactions, accelerated share repurchase transactions or any combination of such methods. The Stock Repurchase Program expired on June 30, 2019.
During the year ended December 31, 2019, we repurchased 2.8 million shares of common stock under the Stock Repurchase Program in open market transactions at a cost of $31.0 million (average price of $11.14 per share). In total, we repurchased 4.6 million shares under the Stock Repurchase Program at a cost of $54.6 million (an average price of $11.91 per share). We recorded repurchased shares as treasury stock on our consolidated balance sheet, at cost. We have not decided whether repurchased shares will be retired or sold.
During the year ended December 31, 2019, we issued 1.2 million shares as part of net-share settlements of cashless option exercises, of which 0.6 million shares were tendered to satisfy the related cost and statutory withholding requirements. We had no such transactions during the years ended December 31, 2018 and 2017.
We have never declared or paid any dividends.
Shares of common stock reserved for future issuance as of December 31, 2019 are as follows:
Common stock:
(in thousands)

Exercise of outstanding options
23,600

Shares available for grant under stock option plans
8,624

 
32,224


On February 7, 2020, our Board of Directors authorized an additional increase of 4.6 million shares in the number of shares available under the 2012 Equity Incentive Plan (the 2012 Plan), which was equivalent to 4% of the shares of our common stock outstanding at December 31, 2019.
Stock Option Plans
We have two active stock option plans at December 31, 2019 – the 2004 Equity Incentive Plan (the 2004 Plan) and the 2012 Plan.
In 2004, our board of directors and stockholders approved the 2004 Plan, which became effective upon the completion of our initial public offering (IPO). Under the 2004 Plan, options, stock purchase and stock appreciation rights and restricted stock awards can be issued to our employees, officers, directors and consultants. The 2004 Plan provided that the exercise price for incentive stock options will be no less than 100% of the fair value of the Company’s common stock, as of the date of grant. Options granted under the 2004 Plan vest over periods ranging from one year to five years. The vesting period of the options is generally equivalent to the requisite service period.
In 2012, our board of directors and stockholders approved the 2012 Plan. As of the effective date of the 2012 Plan, 5.3 million shares that remained available for issuance of new grants under the 2004 Plan were transferred to the 2012 Plan. After that date, no additional options were or will be issued under the 2004 Plan. Vested options under the 2004 Plan that are not exercised within the remaining contractual life and any options under the 2004 Plan that do not vest because of terminations after the effective date of the 2012 Plan will be added to the pool of shares available for future grants under the 2012 Plan.
Under the 2012 Plan, we can issue options, stock purchase and stock appreciation rights and restricted stock awards to our employees, officers, directors and consultants. The 2012 Plan provides that the exercise price for incentive stock options will be no less than 100 percent of the fair value of our common stock as of the date of grant. Options granted under the 2012 Plan are expected to vest over periods ranging from one to four years. We assume the vesting period of the options that we grant under the 2012 Plan to be equal to the option grantee’s period of service.
Upon exercise of options, new shares are issued.
Option activity during 2017, 2018 and 2019
The following table summarizes all activity under the 2004 Plan and the 2012 Plan:
 
 
 
Outstanding Options
 
Shares
Available For
Future Grant
 
Options
Shares
Subject to
Options
Outstanding
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Life
 
Aggregate
Intrinsic
Value
 
(in thousands)
 
(in thousands)
 
 
 
(in years)
 
(in thousands)
Balance at December 31, 2016
7,920

 
17,663

 
$
3.63

 
 
 
 
Increase in shares authorized for grant
4,508

 

 
 
 
 
 
 
Shares granted
(5,282
)
 
5,282

 
$
9.90

 
 
 
 
Shares exercised

 
(2,007
)
 
$
3.60

 
 
 
 
Shares canceled and forfeited
484

 
(484
)
 
$
5.04

 
 
 
 
Balance at December 31, 2017
7,630

 
20,454

 
$
5.22

 
 
 
 
Increase in shares authorized for grant
4,589

 

 
 
 
 
 
 
Shares granted
(5,599
)
 
5,599

 
$
16.27

 
 
 
 
Shares exercised

 
(2,121
)
 
$
4.40

 
 
 
 
Shares canceled and forfeited
1,106

 
(1,106
)
 
$
11.08

 
 
 
 
Balance at December 31, 2018
7,726

 
22,826

 
$
7.72

 
 
 
 
Increase in shares authorized for grant
4,601

 
 
 
 
 
 
 
 
Shares granted
(4,976
)
 
4,976

 
$
11.52

 
 
 
 
Shares exercised

 
(2,929
)
 
$
3.57

 
 
 
 
Shares canceled and forfeited
1,273

 
(1,273
)
 
$
12.68

 
 
 
 
Balance at December 31, 2019
8,624

 
23,600

 
$
8.77

 
6.51
 
$
100,062

 
 
 
 
 
 
 
 
 
 
Options exercisable at December 31, 2019
 
 
15,398

 
$
6.80

 
5.45
 
$
91,283

 
 
 
 
 
 
 
 
 
 
Options fully vested and expected to vest
at December 31, 2019
 
 
22,847

 
$
8.63

 
6.44
 
$
99,582


The total intrinsic value of options exercised during the years ended December 31, 2019, 2018 and 2017 was $26.6 million, $26.6 million and $22.4 million, respectively, based on the difference between the closing price of our common stock on the date of exercise of the options and the exercise price.
The total grant date fair value of options to employees and directors that vested during the years ended December 31, 2019, 2018 and 2017 was $30.2 million, $22.6 million and $12.3 million, respectively.
The following is a summary of options outstanding and options exercisable at December 31, 2019.
Options Outstanding
 
Options Exercisable
Exercise
Prices of
Options
 
Number of
Shares
 
Weighted-
Average
Remaining
Contractual Life
 
Weighted-
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
 
Number of
Shares
 
Weighted-
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
 
 
 
 
 
 
(in thousands)
 
(in years)
 
 
 
(in thousands)
 
(in thousands)
 
 
 
(in thousands)
$
1.48

 
 
$
4.00

 
6,950

 
4.2
 
$
3.02

 
$
63,079

 
6,874

 
$
3.11

 
$
62,446

$
4.01

 
 
$
7.00

 
3,233

 
4.3
 
$
5.32

 
21,974

 
2,949

 
$
5.22

 
20,296

$
7.01

 
 
$
15.00

 
9,353

 
8.3
 
$
10.73

 
15,009

 
3,714

 
$
9.99

 
8,541

$
15.01

 
 
$
24.29

 
4,064

 
8.1
 
$
16.85

 

 
1,861

 
$
16.89

 

 
 
 
 
 
 
23,600

 
6.5
 
$
8.77

 
$
100,062

 
15,398

 
$
6.80

 
$
91,283


The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that option holders would have received had all option holders exercised their options on December 31, 2019. The aggregate intrinsic value is the difference between our closing stock price on December 31, 2019 and the exercise price, multiplied by the number of options with exercise prices less than the closing stock price on that date.
Stock-Based Compensation related to Employee and Director Options
Assumptions used in determining fair value-based measurements for options to employees and directors
The following table summarizes the weighted-average assumptions and resultant fair value-based measurements for options granted to employees and directors.
 
Year Ended December 31,
 
2019
 
2018
 
2017
Weighted-average assumptions for stock options granted:
 
 
 
 
 
Risk-free interest rate
2.34%
 
2.68%
 
1.99%
Expected term
6.0 years
 
5.9 years
 
6.1 years
Expected volatility of stock price
67.4%
 
67.9%
 
68.1%
Dividend rate
0%
 
0%
 
0%
Weighted-average grant date fair value-based measurement
$7.09
 
$10.11
 
$6.14

The expected term of options reflected in the table above has been based on a formula that considers the expected service period and expected post-vesting termination behavior depending on whether the option holder is an employee, officer or director.
The expected volatility of our stock used in determining the fair value-based measurement of option grants to employees, officers and directors is based on the volatility of our stock price. The volatility is based on historical data of the price for our common stock for periods of time equal to the expected term of these grants.
We calculate employee stock-based compensation expense using the number of options we expect to vest, based on our estimate of the option grantees’ average length of employment, and reduced by our estimate of option forfeitures. ASC 718 requires us to estimate forfeitures at the time of option grant and revise this estimate in subsequent periods if actual forfeitures differ from our estimates.
Summary of compensation expense related to options to employees and directors
We recognized compensation expense of $29.2 million, $23.8 million and $13.4 million related to options to employees and directors during the years ended December 31, 2019, 2018 and 2017, respectively. 
As of December 31, 2019, we had $55.0 million of unrecognized compensation expense for employee and director options outstanding as of that date, which had a weighted-average remaining vesting period of 2.48 years.
Stock Options to Non-Employees
We expense stock-based compensation related to service-based option grants to non-employees on a straight-line basis over the vesting period of the options, which approximates the period over which the related services are rendered, based on the options’ value as calculated by the Black-Scholes option pricing model. In performing this calculation we use the same assumptions as when determining the value of options granted to employees and directors, except that we use the remaining contractual term of the non-employee’s service as the options’ expected term and we recalculate the options’ value each quarter, based on the then current price of our common stock.
We recorded charges to expense for non-employee stock options of $0.2 million, zero and approximately zero for the years ended December 31, 2019, 2018 and 2017, respectively.
As of December 31, 2019, there were no awards outstanding to non-employees.
Summary of Stock-based Compensation Expense
The following table presents a summary of non-cash stock-based compensation by financial statement classification. 
 
Year Ended December 31,
 
2019
 
2018
 
2017
 
(in thousands)
Stock-based compensation capitalized in inventory
$
120

 
$
87

 
$

Cost of sales
144

 
259

 

Research and development
9,541

 
7,012

 
3,743

Selling, general and administrative
19,628

 
16,476

 
9,618

Total stock-based compensation
$
29,433

 
$
23,834

 
$
13,361