7. Stockholders' Equity Stock-based Compensation Expense Stock-based compensation expense recognized during the three and six months ended June 30, 2022 and 2021 is included in our consolidated statements of operations as shown in the below table. Stock-based compensation expense includes both non-cash expense related to grants of stock-based awards as well as cash expense related to the employee discount applied to purchases of our common stock under our employee stock purchase plan. No stock-based compensation costs were capitalized during the three and six months ended June 30, 2022 and 2021.
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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(In thousands) |
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2022 |
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2021 |
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2022 |
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2021 |
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Cost of revenue: |
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Provider |
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$ |
221 |
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$ |
220 |
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$ |
538 |
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$ |
496 |
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Payer & Life Sciences |
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37 |
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49 |
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25 |
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106 |
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Total cost of revenue |
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258 |
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269 |
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563 |
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602 |
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Selling, general and administrative expenses |
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8,309 |
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2,335 |
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13,798 |
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4,888 |
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Research and development |
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596 |
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938 |
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1,726 |
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2,006 |
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Total stock-based compensation expense |
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$ |
9,163 |
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$ |
3,542 |
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$ |
16,087 |
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$ |
7,496 |
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Allscripts Long-Term Incentive Plan We measure stock-based compensation expense at the grant date based on the fair value of the award. We recognize the expense for service-based share awards over the requisite service period on a straight-line basis, net of estimated forfeitures. We recognize the expense for performance-based and market-based share awards over the vesting period under the accelerated attribution method, net of estimated forfeitures. In addition, we recognize stock-based compensation cost for awards with performance conditions if and when we conclude that it is probable that the performance conditions will be achieved. The fair value of service-based and performance-based restricted stock units is measured at the underlying closing share price of our common stock on the date of grant. The fair value of market-based restricted stock units is measured using the Monte Carlo pricing model. No stock options were granted during the six months ended June 30, 2022 and 2021. We granted stock-based awards as follows:
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Three Months Ended June 30, 2022 |
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Six Months Ended June 30, 2022 |
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Weighted-Average |
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Weighted-Average |
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Grant Date |
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Grant Date |
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(In thousands, except per share amounts) |
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Shares |
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Fair Value |
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Shares |
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Fair Value |
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Service-based restricted stock units |
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1,221 |
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$ |
18.41 |
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1,246 |
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$ |
18.44 |
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Performance-based restricted stock units with a service condition |
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243 |
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$ |
18.56 |
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243 |
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$ |
18.56 |
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Market-based restricted stock units with a service condition |
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258 |
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$ |
21.90 |
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258 |
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$ |
21.90 |
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1,722 |
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$ |
18.95 |
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1,747 |
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$ |
18.97 |
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During the six months ended June 30, 2022 and the year ended December 31, 2021, 2.5 million and 2.2 million shares of common stock, respectively, were issued in connection with the release of restrictions on stock awards. Net Share-settlements Upon vesting, restricted stock units are generally net share-settled to cover the required withholding tax, and the remaining amount is converted into an equivalent number of shares of common stock. The majority of restricted stock units and awards that vested during the six months ended June 30, 2022 and 2021 were net-share settled such that we withheld shares with fair value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities. Total payments for the employees' minimum statutory tax obligations to the taxing authorities are reflected as a financing activity within the accompanying consolidated statements of cash flows. The total shares withheld for the six months ended June 30, 2022 and 2021 were 1.3 million and 895 thousand, respectively, and were based on the value of the restricted stock units on their vesting date as determined by our closing stock price. These net-share settlements had the effect of share repurchases by us as they reduced the number of shares that would have otherwise been issued as a result of the vesting. Stock Repurchases On November 18, 2020, we announced that our Board of Directors approved a stock purchase program (the “2020 Program”) under which we may repurchase up to $300 million of our common stock through December 31, 2021. The 2020 Program replaced a previous program that was fully utilized. During the three and six months ended June 30, 2021, we repurchased 5.6 million shares of our common stock under the 2020 Program for a total of $101.5 million, net of commissions. This was inclusive of the 1.6 million shares we received at final settlement of the accelerated share repurchase program we entered into on November 30, 2020. Please refer to Part II, Item 8 of our Form 10-K for further details on the accelerated share repurchase program. On May 26, 2021, we announced that our Board approved a stock purchase program (the “2021 Program”) under which we may repurchase up to $350 million of our common stock. The 2021 Program replaced the 2020 Program that was fully utilized and did not have a termination date. During the three months ended June 30, 2021, we repurchased 11.5 million shares of our common stock under the 2021 Program for a total of $202.9 million, net of commissions. This was inclusive of the 9.1 million shares we received at initial settlement of the accelerated share repurchase program we entered into on June 14, 2021. Please refer to Part II, Item 8 of our Form 10-K for further details on the accelerated share repurchase program. On January 24, 2022, we announced that our Board of Directors approved a stock purchase program (the “2022 Program”) under which we may repurchase up to $250 million of our common stock, with no termination date. The 2022 Program replaced the 2021 Program that was fully utilized. During the three months ended June 30, 2022, we repurchased 5.5 million shares of our common stock under the 2022 Program for a total of $93.7 million, net of commissions. During the six months ended June 30, 2022, we repurchased 7.8 million shares of our common stock under the 2022 Program for a total of $143.4 million, net of commissions. The approximate dollar value of shares of our common stock that may yet be purchased under the 2022 Program was $106.8 million as of June 30, 2022. Any future stock repurchase transactions may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means, subject to market conditions. Any repurchase activity will depend on many factors such as our working capital needs, cash requirements for investments, debt repayment obligations, economic and market conditions at the time, including the price of our common stock, and other factors that we consider relevant. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.
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