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Stockholders' Equity and Stock-Based Compensation
9 Months Ended
Sep. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stockholders' Equity and Stock-Based Compensation

9. Stockholders’ Equity and Stock-Based Compensation

Common Stock

As of September 30, 2019 and December 31, 2018, there were 200,000,000 shares of common stock authorized. As of September 30, 2019 and December 31, 2018, there were 37,558,984 and 35,385,810 shares issued and outstanding, respectively. Each share of common stock has the right to one vote on all matters submitted to a vote of stockholders. The holders of common stock are also entitled to receive dividends whenever funds are legally available and if declared by the board of directors, subject to prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid on the common stock through September 30, 2019.

Employee Equity Plans

Our 2015 Equity Incentive Plan (the “2015 Plan”) serves as the successor to our 2010 Equity Incentive Plan (the “2010 Plan”). Accordingly, no shares are available for issuance under the 2010 Plan; however, any outstanding options granted under the 2010 Plan will remain outstanding and subject to the terms of that plan until exercised, terminated or expired by their terms. As of September 30, 2019, options to purchase 526,683 shares of common stock remained outstanding under the 2010 Plan. Pursuant to the terms of the 2015 Plan, the share reserve automatically increased by 1,592,361 shares in January 2019. As of September 30, 2019, we had 2,042,597 shares of common stock available for future grants under the 2015 Plan.

As part of our acquisition of Practice XYZ, Inc. (“Practice”) we assumed Practice’s 2014 Equity Incentive Plan (the “Practice 2014 Plan”). No shares are available for issuance under the Practice 2014 Plan; however, any outstanding options granted under the 2014 Plan will remain outstanding and subject to the terms of that plan until exercised, terminated or expired by their terms. As of September 30, 2019, options to purchase 503 shares of common stock remained outstanding under the Practice 2014 Plan.

Additionally, as part of our acquisition of Portfolium, we assumed Portfolium’s 2014 Equity Incentive Plan (the “Portfolium 2014 Plan”). No shares are available for issuance under the Portfolium 2014 Plan; however, any outstanding options granted under the Portfolium 2014 Plan will remain outstanding and subject to the terms of that plan until exercised, terminated or expired by their terms. As of September 30, 2019, options to purchase 33,002 shares of common stock remained outstanding under the Portfolium 2014 Plan.

We also have a 2015 Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations.  Our board of directors approves the ESPP offerings. The offerings need not be identical, but each offering may not exceed 27 months and may specify one or more shorter purchase periods within the offering.  Pursuant to the terms of the ESPP, the share reserve increased by 333,333 shares in January 2019. As of September 30, 2019, 696,557 shares of common stock were available for issuance under the ESPP.

During January 2019, our board of directors approved the 2019 Incentive Bonus Plan (the “2019 Bonus Plan”). Under the 2019 Bonus Plan, performance-based bonuses could be earned by certain employees, excluding executive officers, based on actual performance as measured against selected financial performance criteria and individual performance. The bonuses were intended to be paid in the form of RSUs and the number of shares underlying equity awards granted to each employee would have been determined based on the performance bonus amount divided by our closing stock price on grant date. During the three months ended September 30, 2019, our performance bonus structure changed for these employees to no longer be paid in the form of RSUs and will be paid in cash going forward. As a result of these changes, there is no stock-based compensation expense recorded in connection with the 2019 Bonus Plan as of September 30, 2019. Additionally, we had no unrecognized stock-based compensation costs related to the 2019 Bonus Plan as of September 30, 2019.

Stock-based compensation expense recorded in the Company’s unaudited consolidated statements of operations was as follows (in thousands): 

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Subscription and support cost of revenue

 

$

406

 

 

$

336

 

 

$

1,346

 

 

$

872

 

Professional services and other cost of revenue

 

 

488

 

 

 

267

 

 

 

1,664

 

 

 

706

 

Sales and marketing

 

 

3,774

 

 

 

1,385

 

 

 

11,772

 

 

 

4,404

 

Research and development

 

 

4,974

 

 

 

2,026

 

 

 

14,917

 

 

 

5,953

 

General and administrative

 

 

4,452

 

 

 

1,669

 

 

 

13,699

 

 

 

4,167

 

Total stock-based compensation

 

$

14,094

 

 

$

5,683

 

 

$

43,398

 

 

$

16,102

 

 Stock Options

The following table summarizes stock option activity for the nine months ended September 30, 2019 (in thousands, except per share data and years):

 

  

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Average

 

 

 

 

 

 

 

Shares

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Underlying

 

 

Exercise

 

 

Life

 

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

(in years)

 

 

Value

 

Outstanding at December 31, 2018

 

 

1,303

 

 

$

14.09

 

 

 

6.5

 

 

$

30,552

 

Granted

 

 

41

 

 

 

3.54

 

 

 

 

 

 

 

 

 

Exercised

 

 

(436

)

 

 

9.04

 

 

 

 

 

 

 

 

 

Forfeited or cancelled

 

 

(42

)

 

 

21.45

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2019

 

 

866

 

 

 

15.73

 

 

 

6.1

 

 

 

20,329

 

Vested and expected to vest—September 30, 2019

 

 

866

 

 

 

15.73

 

 

 

6.1

 

 

 

20,329

 

Exercisable at September 30, 2019

 

 

681

 

 

 

12.08

 

 

 

5.6

 

 

 

18,286

 

 

As of September 30, 2019, we had $3,090,000 of unrecognized stock-based compensation costs related to non-vested options that are expected to be recognized over a weighted average period of 2.3 years.

As of September 30, 2019, we had $351,000 of unrecognized stock-based compensation expense related to our ESPP that is expected to be recognized over the term of the offering period ending November 30, 2019.

Restricted Stock Units

The following table summarizes the activity of RSUs for the nine months ended September 30, 2019 (in thousands, except per share data):

 

 

 

RSUs Outstanding

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Grant Date Fair

 

 

 

Shares

 

 

Value Per Share

 

Unvested and outstanding at December 31, 2018

 

 

1,690

 

 

$

32.87

 

Granted

 

 

2,412

 

 

 

42.56

 

Vested

 

 

(1,026

)

 

 

36.63

 

Cancelled

 

 

(329

)

 

 

36.31

 

Unvested and outstanding at September 30, 2019

 

 

2,747

 

 

 

39.58

 

 

As of September 30, 2019, we had $98,961,000 of unrecognized stock-based compensation costs related to outstanding RSUs that are expected to be recognized over a weighted average period of 3.0 years.