Stockholders' equity

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Stockholders' equity

Stockholders' equity

a.    Potential Reverse Stock Split and Authorized Share Reduction

The Company is authorized by its amended and restated certificate of incorporation ("Certificate of Incorporation") to issue a total of 500,000,000 shares of capital stock, consisting of 450,000,000 shares of common stock, par value $0.01 per share ("Common Stock"), and 50,000,000 shares of preferred stock, par value $0.01 per share.

On March 17, 2020, the board of directors authorized an amendment to the Certificate of Incorporation to effect, at the discretion of the board of directors (i) a reverse stock split ("Reverse Stock Split") that will reduce the number of shares of outstanding Common Stock in accordance with a ratio to be determined by the board of directors within a range of 1-for-5 and 1-for-20 currently outstanding and (ii) a reduction of the number of authorized shares of Common Stock by a corresponding proportion ("Authorized Share Reduction"). The amendments must be approved by stockholders for the board of directors to effect the Reverse Stock Split and the Authorized Share Reduction. If this proposal is approved by stockholders and the Reverse Stock Split is effected, between every 5 to 20 outstanding shares of Common Stock would be combined and reclassified into one share of Common Stock. Additionally, if this proposal is approved by stockholders and the Authorized Share Reduction is effected, the number of authorized shares of Common Stock would be proportionally reduced by the Reverse Stock Split ratio, resulting in a decrease from 450,000,000 authorized shares of Common Stock to between 22,500,000 and 90,000,000 authorized shares of Common Stock. The Company will pay cash in lieu of fractional shares resulting from the Reverse Stock Split.

Notwithstanding approval of this proposal by stockholders, the board of directors will have the sole authority to elect whether or not and when to amend the Certificate of Incorporation to effect the Reverse Stock Split and the Authorized Share Reduction. As such, the actual timing for implementation of the Reverse Stock Split and the Authorized Share Reduction

would be determined by the board of directors, in its sole discretion. The actual number of authorized shares of Common Stock after giving effect to the Reverse Stock Split, if and when effected, will depend on the Reverse Stock Split ratio that is ultimately determined by the board of directors.

The Company expects the annual meeting of stockholders to be held on May 14, 2020.

b.    Treasury stock

Treasury stock is recorded at cost, which includes incremental direct transaction costs, and is retired upon acquisition as a result of (i) stock exchanged to satisfy tax withholding that arises upon the lapse of restrictions on share-settled equity-based awards at the awardee's election or (ii) stock exchanged for the cost of exercise of stock options at the awardee's election.