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Common Shares

12 Months Ended

Dec. 31, 2020

Common Shares

6. Common Shares

Equity Financing

Vista previously entered into an at-the-market offering agreement (the “ATM Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”), under which the Company may, but is not obligated to, issue and sell common shares of the Company (“Common Shares”) through Wainwright for aggregate sales proceeds of up to $10,000 (the “ATM Program”). No securities will be offered in Canada under the ATM Agreement. The ATM Agreement was amended in June 2020 to remain in force until terminated by either party. During the year ended December 31, 2020 the Company sold 2,028,334 Common Shares for net proceeds of $1,959 under the ATM Program, which included $191 that settled for cash in January 2021. No offers or sales were made under the ATM Program during the year ended December 31, 2019. Each sale under the ATM Agreement was made pursuant to an “at the market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended.

Other Share Issuances

During the years ended December 31, 2020 and 2019 we issued 445,446 and 429,963 Common Shares, respectively, in connection with vesting of restricted share units (“RSUs”) and/or stock option exercises.

Warrants

All outstanding warrants totaling 6,514,625 expired unexercised in August 2019.

Stock-Based Compensation

The Company’s stock-based compensation plans include: restricted share units currently outstanding under the Company’s long-term equity incentive plan (“LTIP”), deferred share units (“DSUs”) issuable pursuant to the Company’s deferred share unit plan (“DSU Plan”) and stock options (“Stock Options”) issuable under the Company’s stock option plan (the “Plan”). Stock-based compensation may be issued to our directors, officers, employees and consultants. The maximum number of Common Shares that may be reserved for issuance under the combined stock-based compensation plans is a variable number equal to 10% of the issued and outstanding Common Shares on a non-diluted basis at any one time. Vista also issued phantom units in 2018 to be settled in cash over a three-year term. Stock-based compensation and phantom units may be granted from time to time at the discretion of the Board of Directors of the Company (the “Board”), with vesting provisions as determined by the Board.

Stock-based compensation expense for the years ended December 31, 2020 and 2019 was:


				Year Ended December 31,
			2020			2019
Restricted share units			$	643		$	362
Deferred share units				209			209
Stock Options				61			194
			$	913		$	765

Phantom units			$	98		$	84

As of December 31, 2020, unrecognized compensation expense for RSUs, stock options, and phantom units were $326, $3, and $39, respectively, which is expected to be recognized over weighted average periods of 1.1, 0.6, and 0.5 years, respectively.

Restricted Share Units

The following table summarizes RSU activity:


				Weighted Average
		Number		Grant-Date Fair
		of RSUs		Value Per RSU
Unvested - December 31, 2018		1,002,670		$	0.78
Granted		1,412,500			0.49
Cancelled/forfeited		(657,573)			0.76
Vested, net of shares withheld		(266,296)			0.84
Unvested - December 31, 2019		1,491,301		$	0.51
Granted		1,609,000			0.41
Cancelled/forfeited		(237,853)			0.60
Vested, net of shares withheld		(395,446)			0.63
Unvested - December 31, 2020		2,467,002		$	0.42

During the years ended December 31, 2020 and 2019, the Company withheld shares equivalent to the value of employee withholding tax obligations which resulted from RSUs vesting in the period. Shares withheld are considered cancelled/forfeited.

Under the LTIP, a portion of the RSU awards vest on a fixed future date providing the recipient continues to be affiliated with Vista on that date. Other RSU awards vest subject to achievement of certain performance and market criteria, including the accomplishment of certain corporate objectives and the Company’s share price performance. Of the unvested RSUs, approximately 29% will vest based on fixed future dates, and approximately 18% and 53% will vest on performance and market criteria, respectively. The minimum vesting period for RSUs is one year.

Deferred Share Units

The DSU Plan provides for granting of DSUs to non-employee directors. DSUs vest immediately; however, the Company will issue one Common Share for each DSU only after the non-employee director ceases to be a director of the Company. In March 2020, the Board granted 360,000 DSUs and the Company recognized $209 of DSU expense. In May 2019, the Board granted 366,000 DSUs and the Company recognized $209 of DSU expense.

The following table summarizes DSU activity:



					Weighted Average
		Number of			Grant-Date Fair
		DSUs			Value per DSU
Unvested - December 31, 2018		—		$	—
Granted		366,000			0.57
Outstanding - December 31, 2019		366,000		$	0.57
Granted		360,000			0.58
Outstanding - December 31, 2020		726,000		$	0.57

Stock Options

The following table summarizes option activity:


							Weighted Average
				Weighted Average			Remaining		Aggregate
		Number of		Exercise Price			Contractual Term		Intrinsic
		Options		Per Option			(Years)		Value
Outstanding - December 31, 2018		1,319,149			0.71		3.84		$	1
Granted		350,000			0.73
Exercised		(163,667)			0.54					33
Cancelled/Forfeited		(16,667)			0.75					—
Expired		(51,815)			0.70					2
Outstanding - December 31, 2019		1,437,000		$	0.73		3.49		$	35
Granted		50,000			0.51
Exercised		(50,000)			0.75					9
Cancelled/Forfeited		(70,000)			1.02					—
Outstanding - December 31, 2020		1,367,000		$	0.71		2.63		$	507

Exercisable - December 31, 2020		1,333,667		$	0.71		2.62		$	494

The following table summarizes unvested option activity:


							Weighted
				Weighted			Average
				Average			Remaining
				Grant-Date			Amortization
		Number of		Fair Value			Period
		Options		Per Option			(Years)
Unvested - December 31, 2018		759,669		$	0.45		1.14
Granted		350,000			0.30
Cancelled/Forfeited		(35,000)			0.43
Vested		(560,665)			0.41
Unvested - December 31, 2019		514,004		$	0.40		0.61
Granted		50,000			0.20
Vested		(530,671)			0.38
Unvested - December 31, 2020		33,333		$	0.31		0.25

The fair value of stock options granted during the years ended December 31, 2020 and 2019 to employees, directors and consultants was estimated at the grant date using the Black-Scholes option pricing model using the following weighted-average assumptions:


		December 31,
		2020			2019
Expected volatility		64.1	%		61.1	%
Risk-free interest rate		0.3	%		2.0	%
Expected life (years)		2.6			2.8
Dividend yield		0	%		0	%
Forfeiture assumption		0	%		0	%

Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Expected price volatility is based on the historical volatility of our Common Shares. Changes in the subjective input assumptions can materially affect the fair value estimate. The expected term of the options granted represents the period of time that the options granted are expected to be outstanding using the simplified approach. The risk-free rate for the periods within the contractual term of the option is based on the U.S. Treasury yield curve in effect at the date of grant.

Phantom Units

The value of each phantom unit is equal to the Company’s share price on the vesting date and is payable in cash. Phantom units vest on fixed future dates provided the recipient continues to be affiliated with Vista on those dates. Unrecognized compensation expense on these units is based on the Company’s stock price at year end. The Company accounts for these units as awards classified as liabilities with $39 and $26 included in current liabilities as of December 31, 2020 and 2019, respectively. The Company recognized $98 and $84 of compensation expense for these units in the years ended December 31, 2020 and 2019, respectively. The Company paid $81 for phantom units which vested during the year ended December 31, 2019. The Company paid $86 for phantom units which vested during the year ended December 31, 2020.

A summary of unvested phantom units is set forth in the following table:


				Weighted Average
				Remaining
		Number of		Vesting Term
		Phantom Units		(Years)
Unvested - December 31, 2018		265,000		1.50
Cancelled/forfeited		(32,667)
Vested		(88,333)
Unvested - December 31, 2019		144,000		1.00
Vested		(72,000)
Unvested - December 31, 2020		72,000		0.50

Weighted Average Common Shares


		At December 31,
		2020		2019
Basic Common Shares		101,814,139		100,533,448
Effect of dilutive stock-based awards		2,664,781		—
Diluted Common Shares		104,478,920		100,533,448

The effect of dilutive stock-based awards was calculated using the treasury stock method, based on the remaining RSUs, DSUs, and stock options outstanding as of December 31, 2020. Stock options to purchase 50,000 Common Shares were outstanding at December 31, 2020 but were not included in the computation of diluted weighted average Common Shares outstanding because their effect would have been anti-dilutive.

Unvested RSUs representing 1,491,301 Common Shares, stock options to purchase 1,437,000 Common Shares, and vested DSUs representing 366,000 unissued Common Shares were outstanding at December 31, 2019 but were not included in the computation of diluted weighted average Common Shares outstanding because their effect would have been anti-dilutive.