Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Equity

v3.22.0.1
Equity
12 Months Ended
Dec. 31, 2021
Stockholders' Equity Note [Abstract]  
Equity

Note 11. Equity

a. Share capital

The Company’s issued share capital is composed of ordinary shares NIS 0.01 par value per share. Ordinary shares confer upon their holders the right to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared.

The Company’s ordinary shares are traded in the United States on the Nasdaq Global Select Market under the ticker symbol “SSYS”. As of December 31, 2021 and 2020, there were 65,677 thousand ordinary shares and 56,617 thousand ordinary shares issued and outstanding, respectively. The increase in the outstanding and issued ordinary shares during 2021 was attributable to exercises of stock options and RSUs under the Company’s stock-based compensation plans, and to the public offering of ordinary shares.
During 2021 the reserve pool under 2012 plan was increased by 1.8 million shares. On January 1, 2022 the reserve pool under the 2012 plan was further automatically increased by an additional 0.5 million shares.  

b. Stock-based compensation plans

The Stratasys Ltd. 2012 Omnibus Equity Incentive Plan (the “2012 Plan”), which became effective upon closing of the Stratasys-Objet merger, provides for the grant of options, restricted shares, RSUs, PSUs and other share-based awards to the Company’s and its subsidiaries’ respective directors, employees, officers, consultants, and to any other person whose services are considered valuable to the Company or any of its affiliates. Under the 2012 plan, options, RSUs and PSUs generally have a contractual term of ten years from the grant date. Options granted become exercisable and RSUs are vested over the requisite service period, which is normally a four-year period beginning on the grant date, subject to continued service to the Company. PSUs are vested only upon the achievement of certain pre-determined performance metrics. Once the performance metrics are met, vesting of PSUs is subject to continued service to the Company over the requisite service period, which is normally a two-year to four-year period. As of December 31, 2021, 1.5 million shares were available for future equity awards under the 2012 plan.

Stock options

A summary of the stock option activity for the year ended December 31, 2021 is as follows:

  Number of Options Weighted Average Exercise Price
Options outstanding as of December 31, 2020   2,102,529   $ 28.06  
Granted   84,326     13.00  
Exercised   (399,911   20.14  
Forfeited   (54,576   37.72  
Options outstanding as of December 31, 2021   1,732,368   $ 28.85  
Options exercisable as of December 31, 2021   1,376,409   $ 31.99  

 

      The following table summarizes information about stock options outstanding at December 31, 2021:

 

        Options Outstanding   Options Exercisable
        Outstanding   Weighted- Average   Weighted-   Exercisable Weighted-
        options at   Remaining   Average   options at Average
Range of   December 31,   Contractual   Exercise   December 31, Exercise
Exercise Prices   2021   Life in Years   Price   2021 Price
$ 0.76   - $ 19.66       799,417       6.71     $ 17.87       481,418   $ 19.32  
$ 19.96   - $ 23.41       445,930       5.80       21.72       445,930     21.72  
$ 24.66   - $ 91.56       476,942       3.22       52.28       438,982     54.64  
$ 103.36   - $ 120.51       10,079       2.80       104.84       10,079     104.84  
          1,732,368       5.49     $ 28.85       1,376,409   $ 31.99  
                       
Aggregate intrinsic value (U.S. $ in thousands)   $ 6,529           $ 3,725      

As of December 31, 2021, the weighted-average remaining contractual life of exercisable options was 4.8 years. The total intrinsic value of options exercised during 2021, 2020 and 2019 was approximately $5.19 million, $0.04 million and $1.0 million, respectively.

The Company used the Black-Scholes option-pricing model to determine the fair value of options granted during 2021 and 2020. No options were granted during 2019. The following assumptions were applied in determining the options’ fair value on their grant date:

 

    2021 2020
Risk-free interest rate   0.4%-1.3% 0.4%-1.8%
Expected option term (years)   5.0-5.1 5.0-5.1
Expected share price volatility   52.8%-58.7% 52.5%-52.8%
Dividend yield   - -
Weighted average grant date fair value   $14.99 $8.09

As of December 31, 2021, the Company had 0.4 million unvested options. As of December 31, 2021, the unrecognized compensation cost related to all unvested, equity-classified stock options of $2.7 million is expected to be recognized as an expense on a straight-line basis over a weighted-average period of 3.0 years.

Restricted Stock Units and Performance Stock Units

A summary of the Company’s RSUs and PSUs activity for the year ended December 31, 2021 is as follows:

 

    Number of RSUs and PSUs   Weighted Average Grant Date Fair Value
Unvested RSUs outstanding as of December 31, 2020     2,801,116     $ 21.08  
Granted     1,378,782       33.66  
Vested     (729,565     21.71  
Forfeited     (367,535     22.71  
Unvested RSUs outstanding as of December 31, 2021     3,082,798     $ 26.36  

 

The total vesting-date value of equity classified RSUs vested during 2021 was $19.0 million. As of December 31, 2021, the unrecognized compensation cost related to all unvested equity classified RSUs and PSUs of $54.5 million is expected to be recognized as an expense on a straight-line basis over a weighted-average period of 2.1 years.

Stock-based compensation expense for stock options and equity classified RSUs included in the Company’s Statements of Operations and Comprehensive Loss were allocated as follows:

 

    2021   2020   2019
    (U.S. $ in thousands)
Cost of revenues   $ 3,093     $ 1,771     $ 1,848  
Research and development, net     6,564       6,102       5,167  
Selling, general and administrative     21,320       12,331       13,549  
Total stock-based compensation expenses   $ 30,977     $ 20,204     $ 20,564  

c. Accumulated other comprehensive loss

The following tables present the changes in the components of accumulated other comprehensive loss, net of taxes for the years ended December 31, 2021, 2020 and 2019:

 

    Year ended December 31, 2021
    Net unrealized gain (loss) on cash flow hedges     Foreign currency translation adjustments     Total
    U.S. $ in thousands
Balance as of January 1, 2021   $ (1,673     $ (7,173     $ (8,846
Other comprehensive loss before reclassifications     3,668         (2,603       1,065  
Amounts reclassified from accumulated other comprehensive loss     (423       (567       (990
Other comprehensive income (loss), net of tax     3,245         (3,170       75  
Balance as of December 31, 2021   $ 1,572       $ 10,343       $ (8,771
    Year ended December 31, 2020
    Net unrealized gain (loss) on cash flow hedges     Foreign currency translation adjustments     Total
    U.S. $ in thousands
Balance as of January 1, 2020   $ (10     $ (7,706     $ (7,716
Other comprehensive loss before reclassifications     (1,024       533         (490
Amounts reclassified from accumulated other comprehensive loss     (639      
-
        (639
Other comprehensive income (loss)     (1,663       533         (1,130
Balance as of December 31, 2020   $ (1,673     $ (7,173     $ (8,846
 
    Year ended December 31, 2019
    Net unrealized gain (loss) on cash flow hedges     Foreign currency translation adjustments     Total
    U.S. $ in thousands
Balance as of January 1, 2019   $ (627     $ (7,126     $ (7,753
Other comprehensive loss before reclassifications     1,548         (580       968  
Amounts reclassified from accumulated other comprehensive loss     (931      
-
        (931
Other comprehensive income (loss)     617         (580       37  
Balance as of December 31, 2019   $ (10     $ (7,706     $ (7,716
 
d. Public offering of ordinary shares
 
      During March 2021, the Company completed a public offering of $218.9 million, net of $11.1 million underwriting discounts and offering expenses. The total number of shares sold by the Company in the public offering was 7,931,034. The Company recorded a deferred tax asset in respect of a tax benefit, arising from the underwriting discounts and offering expenses, as an increase to Additional Paid-In Capital.