XML 21 R11.htm IDEA: XBRL DOCUMENT
v3.22.2.2

STOCK-BASED COMPENSATION | 6 Months Ended
--- | ---
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock Options and Awards Our equity incentive program is a long-term retention program that is intended to attract, retain, and provide incentives for employees, consultants, officers, and directors and to align stockholder and employee interests. We may grant time-based options, market condition-based options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance shares, market condition-based performance restricted stock units (“PSUs”), and other stock-based equity awards to employees, officers, directors, and consultants. On January 18, 2022, our stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan"), which provides for a total number of shares reserved and available for grant and issuance equal to 3,525,119 shares plus up to an additional 855,351 shares that are subject to stock options or other awards granted under the 2011 Equity Incentive Plan. Under our equity incentive plans, stock options may be granted at prices not less than the fair market value on the date of grant for stock options. Stock options generally vest over four years and expire seven years from the grant date. Market condition-based stock awards are subject to a market condition whereby the closing price of our common stock must exceed a certain level for a number of trading days within a specified time frame or the awards will be canceled before expiration. RSAs generally vests over one year. RSUs generally vest over three years. Awards granted other than a stock option or a stock appreciation right shall reduce the common stock shares available for grant by 1.75 shares for every share issued. A summary of our equity incentive program as of June 30, 2022 is as follows (in thousands):
Common stock shares available for grant | 1,873 |
Stock options outstanding | 172 |
RSUs outstanding | 592 |
RSAs outstanding | 119 |
PSUs outstanding | 618 |
Time-Based Stock Options The following summarizes activities for the time-based stock options for the six months ended June 30, 2022:
| Number of Shares Underlying Stock Options (in thousands) |  | Weighted Average Exercise Price Per Share |  | Weighted Average Remaining Contractual Life (Years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021 | 242 |  |  | $ | 8.04 |  |  | 4.44 |  | $ | — |
Granted | — |  |  | — |  |  |  |  |
Exercised | — |  |  | — |  |  |  |  |
Canceled or expired | (70) |  |  | 7.27 |  |  |  |  |
Outstanding as of June 30, 2022 | 172 |  |  | $ | 8.35 |  |  | 4.21 |  | $ | — |
Vested and expected to vest at June 30, 2022 | 163 |  |  | $ | 4.62 |  |  | 3.68 |  | $ | — |
Exercisable at June 30, 2022 | 116 |  |  | $ | 8.50 |  |  | 4.05 |  | $ | — |
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the exercise price of our common stock for the options that were in-the-money. We did not grant stock options during the first six months of 2022. Restricted Stock Units The following summarizes RSU activities for the six months ended June 30, 2022:
| Number of Restricted Stock Units (in thousands) |  | Weighted Average Grant Date Fair Value Per Share |  | Weighted Average Remaining Contractual Life (Years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2021 | 224 |  |  | $ | 6.66 |  |  | 0.56 |  | $ | 1,280 |
Granted | 600 |  |  | 4.78 |  |  |  |  |
Released | (171) |  |  | 6.22 |  |  |  |  |
Forfeited | (61) |  |  | 5.91 |  |  |  |  |
Outstanding at June 30, 2022 | 592 |  |  | $ | 4.94 |  |  | 1.20 |  | $ | 3,163 |
The aggregate intrinsic value is calculated as the market value as of the end of the reporting period. Restricted Stock Awards The following summarizes RSA activities for the six months ended June 30, 2022:
| Number of Restricted Stock Awards (in thousands) |  | Weighted Average Grant Date Fair Value Per Share |  | Weighted Average Remaining Recognition Period (Years)
Outstanding at December 31, 2021 | — |  |  | $ | — |  |  | 0.00
Granted | 233 |  |  | 5.13 |  |  |
Released | (114) |  |  | 4.78 |  |  |
Forfeited | — |  |  | — |  |  |
Outstanding at June 30, 2022 | 119 |  |  | $ | 5.47 |  |  | 0.90
Market Condition-Based Restricted Stock Units In the first quarter of 2022, we granted 600,000 shares of PSUs to members of our management team. Each PSU represents the right to one share of our common stock with vesting subject to: (a) the achievement of specified levels of the volume weighted average closing prices of our common stock during any 100 day-period between January 1, 2022 and January 1, 2027, subject to certification by the Compensation Committee (“Performance Milestones”); and (b) continued employment with us through the later of each achievement date or service vesting date, which occurs over a three (3) year period commencing on January 1, 2022. The following summarizes PSU activities for the six months ended June 30, 2022:
| Number of Market Condition-Based Restricted Stock Units (in thousands) |  | Weighted Average Grant Date Fair Value Per Share |  | Weighted Average Remaining Recognition Period (Years)
Outstanding at December 31, 2021 | 67 |  |  | $ | 6.20 |  |  | 1.49
Granted | 600 |  |  | 3.63 |  |  |
Released | (8) |  |  | 6.20 |  |  |
Forfeited | (41) |  |  | 6.20 |  |  |
Outstanding at June 30, 2022 | 618 |  |  | $ | 3.71 |  |  | 1.37
The assumptions used to value market condition-based restricted stock units granted during the first half of 2022 under our equity incentive program are as follows:
| Six Months Ended June 30, 2022
Expected life (in years) | 1.2
Volatility | 52%
Interest rate | 1.0%
Dividend yield | —
Employee Stock Purchase Plan Under the 1999 Employee Stock Purchase Plan (“ESPP”), eligible employees may purchase common stock through payroll deductions at a purchase price of 85% of the lower of the fair market value of our common stock at the beginning of the offering period or the purchase date. Participants may not purchase more than 2,000 shares in a six-month offering period or purchase stock having a value greater than $25,000 in any calendar year as measured at the beginning of the offering period. A total of 1.0 million shares of common stock has been reserved for issuance under the ESPP. During the six months ended June 30, 2022, 7,725 shares were purchased under the ESPP. As of June 30, 2022, 198,123 shares were available for future purchase under the ESPP. Stock-based Compensation Expense Valuation and amortization methods Stock-based compensation is based on the estimated fair value of awards, net of estimated forfeitures, and recognized over the requisite service period. Estimated forfeitures are based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The stock-based compensation related to all of our stock-based awards and ESPP for the three and six months ended June 30, 2022 and 2021 is as follows (in thousands):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
Stock options | $ | 52 |  |  | $ | 179 |  |  | $ | 15 |  |  | $ | 194 |
RSUs, RSAs and PSUs | 734 |  |  | 852 |  |  | 1,915 |  |  | 1,349 |
ESPP | 5 |  |  | 20 |  |  | 2 |  |  | 39 |
Total | $ | 791 |  |  | $ | 1,051 |  |  | $ | 1,932 |  |  | $ | 1,582 |
Sales and marketing | $ | (99) |  |  | $ | 313 |  |  | $ | (2) |  |  | $ | 537 |
Research and development | (23) |  |  | 217 |  |  | 81 |  |  | 535 |
General and administrative | 913 |  |  | 521 |  |  | 1,853 |  |  | 510 |
Total | $ | 791 |  |  | $ | 1,051 |  |  | $ | 1,932 |  |  | $ | 1,582 |
As of June 30, 2022, there was $4.5 million of unrecognized compensation cost adjusted for estimated forfeitures related to non-vested stock options, RSUs, RSAs and PSUs granted to our employees and directors. This unrecognized compensation cost will be recognized over an estimated weighted-average period of approximately 1.8 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (l) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration