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STOCK-BASED COMPENSATION | 6 Months Ended
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Jun. 30, 2022
Share-based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | 16. STOCK-BASED COMPENSATION: Equity Compensation Plan The Equity Compensation Plan provides for the granting of incentive and nonqualified stock options, shares of common stock, stock appreciation rights and performance units to employees, directors and consultants of the Company. Stock options are exercisable over periods determined by the Company’s Human Capital Committee, but for no longer than 10 years from the grant date. Through June 30, 2022, the Company’s shareholders have approved increases in the number of shares reserved for issuance under the Equity Compensation Plan to 10,500,000, and have extended the term of the plan through 2024. As of June 30, 2022, there were 1,579,626 shares that remained available to be granted under the Equity Compensation Plan. Restricted Stock Awards and Units The Company has issued restricted stock awards and units to employees and non-employees with vesting terms of one to five years. The fair value is equal to the market price of the Company’s common stock on the date of grant for awards granted to employees and equal to the market price at the end of the reporting period for unvested non-employee awards or upon the date of vesting for vested non-employee awards. Expense for restricted stock awards and units is amortized ratably over the vesting period for the awards issued to employees and using a graded vesting method for the awards issued to non-employees. During the six months ended June 30, 2022, the Company granted 100,741 shares of restricted stock awards and restricted stock units to employees and non-employees, which had a total fair value of $15.1 million on the respective dates of grant, and will vest over three to five years from the date of grant, provided that the grantee is still an employee of the Company or is still providing services to the Company on the applicable vesting date. For the three months ended June 30, 2022 and 2021, the Company recorded, as compensation charges related to all restricted stock awards and units granted to employees and non-employees, selling, general and administrative expense of $3.4 million and $4.1 million, respectively, research and development expense of $1.6 million and $1.3 million, respectively, and cost of sales of $567,000 and $711,000, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded, as compensation charges related to all restricted stock awards and units granted to employees and non-employees, selling, general and administrative expense of $7.4 million and $7.7 million, respectively, research and development expense of $3.1 million and $2.5 million, respectively, and cost of sales of $1.1 million and $1.3 million, respectively. In connection with the vesting of restricted stock awards and units during the three months ended June 30, 2022 and 2021, 1,616 and 14,660 shares, respectively, with aggregate fair values of $210,000 and $3.4 million, respectively, were withheld in satisfaction of tax withholding obligations and are reflected as a financing activity within the Consolidated Statements of Cash Flows. In connection with the vesting of restricted stock awards and units during the six months ended June 30, 2022 and 2021, 51,400 and 60,827 shares, respectively, with aggregate fair values of $8.0 million and $12.1 million, respectively, were withheld in satisfaction of tax withholding obligations and are reflected as a financing activity within the Consolidated Statements of Cash Flows. For the three months ended June 30, 2022 and 2021, the Company recorded as compensation charges related to all restricted stock units granted to non-employee members of the Scientific Advisory Board, whose unvested shares are marked to market each reporting period, research and development expense of $31,000 and $76,000, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded as compensation charges related to all restricted stock units granted to non-employee members of the Scientific Advisory Board, whose unvested shares are marked to market each reporting period, research and development expense of $151,000 and $112,000, respectively. The Company has granted restricted stock units to non-employee members of the Board of Directors with quarterly vesting over a period of approximately one year. The fair value is equal to the market price of the Company's common stock on the date of grant. The restricted stock units are issued and expense is recognized ratably over the vesting period. For the three months ended June 30, 2022 and 2021, the Company recorded compensation charges for services performed, related to all restricted stock units granted to non-employee members of the Board of Directors, selling, general and administrative expense of $313,000 and $297,000, respectively. For the six months ended June 30, 2022 and 2021, the Company recorded compensation charges for services performed, related to all restricted stock units granted to non-employee members of the Board of Directors, selling, general and administrative expense of $622,000 and $591,000, respectively. In connection with the vesting of the restricted stock, the Company issued to non-employee members of the Board of Directors 2,196 and 2,706 shares, respectively, during the three months ended June 30, 2022 and 2021. Performance Unit Awards Each performance unit award is subject to both a performance-vesting requirement (either performance-based or market-based) and a service-vesting requirement. The performance-based vesting requirement is tied to EBITDA and cash flow achievement, as measured over a specific performance period. The market-based vesting requirement is tied to the Company's total shareholder return (TSR) relative to the TSR of companies comprising the Nasdaq Electronics Components Index, as measured over a three-year performance period. The maximum number of performance units that may vest based on performance is three times the shares granted. Further, if the Company's total shareholder return is negative, the performance units will not vest at all. During the six months ended June 30, 2022, the Company granted 100,621 performance units, of which 50,309 units are subject to performance-based vesting requirements based on EBITDA, 25,156 units are subject to performance-based vesting requirements based on the Company's achievement of cash from operations, and 25,156 units are subject to market-based, TSR vesting requirements. The grant date fair value of the performance unit awards granted was $15.2 million for the six months ended June 30, 2022, as determined by the Company’s common stock on date of grant for the units with performance-based vesting and a Monte Carlo simulation model used for the units with market-based vesting. For the three months ended June 30, 2022 and 2021, the Company recorded selling, general and administrative expense of $1.7 million and $2.2 million, respectively, research and development expense of $413,000 and $596,000, respectively, and cost of sales of $256,000 and $366,000, respectively, related to the performance units. For the six months ended June 30, 2022 and 2021, the Company recorded selling, general and administrative expense of $1.8 million and $2.0 million, respectively, research and development expense of $385,000 and $503,000, respectively, and cost of sales of $237,000 and $332,000, respectively, related to the performance units. In connection with the vesting of performance units during the six months ended June 30, 2022 and 2021, 5,082 and 3,881 shares, respectively, with an aggregate fair value of $826,000 and $875,000, respectively, were withheld in satisfaction of tax withholding obligations and are reflected as a financing activity within the Consolidated Statements of Cash Flows. Employee Stock Purchase Plan On April 7, 2009, the Board of Directors of the Company adopted an Employee Stock Purchase Plan (ESPP). The ESPP was approved by the Company’s shareholders and became effective on June 25, 2009. The Company has reserved 1,000,000 shares of common stock for issuance under the ESPP. Unless terminated by the Board of Directors, the ESPP will expire when all reserved shares have been issued. Eligible employees may elect to contribute to the ESPP through payroll deductions during consecutive three-month purchase periods, the first of which began on July 1, 2009. Each employee who elects to participate will be deemed to have been granted an option to purchase shares of the Company’s common stock on the first day of the purchase period. Unless the employee opts out during the purchase period, the option will automatically be exercised on the last day of the period, which is the purchase date, based on the employee’s accumulated contributions to the ESPP. The purchase price will equal 85% of the lesser of the closing price per share of common stock on the first day of the period or the last business day of the period. Employees may allocate up to 10% of their base compensation to purchase shares of common stock under the ESPP; however, each employee may purchase no more than 12,500 shares on a given purchase date, and no employee may purchase more than $25,000 of common stock under the ESPP during a given calendar year. During the six months ended June 30, 2022 and 2021, the Company issued 8,042 and 4,105 shares, respectively, of its common stock under the ESPP, resulting in proceeds of $847,000 and $787,000, respectively. For the three months ended June 30, 2022 and 2021, the Company recorded charges of $60,000 and $35,000, respectively, to selling, general and administrative expense, $113,000 and $58,000, respectively, to research and development expense, and $66,000 and $36,000, respectively, to cost of sales related to the ESPP equal to the amount of the discount and the value of the look-back feature. For the six months ended June 30, 2022 and 2021, the Company recorded charges of $85,000 and $58,000, respectively, to selling, general and administrative expense, $164,000 and $95,000, respectively, to research and development expense, and $95,000 and $60,000, respectively, to cost of sales related to the ESPP equal to the amount of the discount and the value of the look-back feature.

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