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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Stockholders' Equity | Note 6: Stockholders' Equity (a) Common Stock and Authorized Capital The authorized capital stock of the Company consists of 1,000,000 shares of undesignated preferred stock and 125,000,000 shares of Class B common stock. The Company’s board of directors has the authority to issue up to 1,000,000 shares of preferred stock, $0.01 par value in one or more series and has the authority to designate rights, privileges and restrictions of each such series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series. The Company has two classes of authorized common stock: Class A common stock and Class B common stock. Except with respect to voting rights, the Class A and Class B shares have identical rights. Each share of Class A common stock is entitled to twenty-five votes per share, and each share of Class B common stock is entitled to one vote per share. Each share of Class A common stock is convertible at the holder’s option into one share of Class B common stock. In accordance with the stockholders’ agreement signed by the founding Class A common stockholders, the following provisions survived the Company’s initial public offering: Class A stockholders other than Russell C. Horowitz may only sell, assign or transfer their Class A stock to existing Class A stockholders or to the Company and in the event of transfers of Class A stock not expressly permitted by the stockholders’ agreement, such shares of Class A stock shall be converted into shares of Class B common stock. In November 2014, the Company’s board of directors authorized a new share repurchase program (the “2014 Repurchase Program”), which supersedes and replaces any prior repurchase programs. Under the 2014 Repurchase Program, the Company is authorized to repurchase up to 3 million shares of the Company’s Class B common stock in the aggregate through open market and privately negotiated transactions, at such times and in such amounts as the Company deems appropriate. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions. The 2014 Repurchase Program does not have an expiration date and may be expanded, limited or terminated at any time without prior notice. The Company has made no repurchases under the 2014 Repurchase Program for the years ended December 31, 2021 and 2022. During the year ended December 31, 2020, a joint and equal tender from the Company and Edenbrook Capital LLC (an existing shareholder of the Company) (the "Offer") was completed for 10 million shares of the Company's Class B common stock at $2.15 per share, of which the Company's share of the repurchase totaled approximately $10.8 million for 5 million shares, which was not pursuant to the 2014 Repurchase Program. Shares repurchased but not yet retired by the Company are classified as treasury stock on the Consolidated Balance Sheet before retirement. Retirement of treasury stock results in reductions to common stock and additional paid-in capital. In November 2018, the Company acquired 100% of the outstanding stock of Callcap for consideration of approximately $25 million in cash at closing and approximately 3.4 million shares of Class B common stock to be issued over the four year period following the acquisition date. The issuance of the shares for 2021 and 2022 have been deferred and will issue in 2023 as a result of conditional events occurring as specified in terms of the acquisition. In 2022, we paid $1.5 million in cash and agreed to transfer $335,000 in cash and/or equipment before November 2023 in exchange for settling our contractual obligation to issue 1.34 million of such shares. The cash consideration was recognized as a financing activity on our Consolidated Statements of Cash Flow. In December 2019, the Company acquired 100% of the outstanding stock of Sonar for consideration of approximately $8.5 million in cash at closing and approximately 1.0 million shares of Class B common stock to be issued over the three-year period following the acquisition date, which have been issued in their entirely. The Company also agreed to issue up to approximately 389,000 shares of Class B common stock based upon the achievement of certain financial target goals by Sonar in 2020 which were not achieved. In 2023, the Company authorized a minority interest stock incentive plan, Sonar Technology Stock Incentive Plan, for the Sonar subsidiary which allows for grants of stock options, restricted stock units and restricted stock awards by Sonar to eligible participants at the discretion of the Plan’s Administrative Committee. The Plan authorizes up to 30% of Sonar’s current authorized shares may be issued with respect to awards granted under the plan. (b) Stock Option Plan The Company’s stock incentive plan (the “2021 Plan”), which was established in 2021, allows for grants of stock options, restricted stock units and restricted stock awards to eligible participants and such options may be designated as incentive or non-qualified stock options at the discretion of the 2021 Plan’s Administrative Committee. Prior to the 2021 Plan, the Company granted stock-based awards under its 2012 Stock Incentive Plan (the “2012 Plan”). No further awards were made under the 2012 Plan after December 31, 2021. The 2021 Plan authorizes up to 3,500,000 shares of Class B common stock that may be issued with respect to awards granted under the 2021 Plan, and provides that the total number of shares of Class B common stock for which options designated as incentive stock options may be granted shall not exceed 3,500,000 shares. Annual increases to each of these share limits are to be added on the first day of each fiscal year beginning on January 1, 2022 equal to 3% of the outstanding common stock (including for this purpose any shares of common stock issuable upon conversion of any outstanding capital stock of the Company) or in the case of incentive stock options, the lesser of (i) 2,000,000 shares of Class B common stock, or (ii) 3% of the outstanding common stock (including for this purpose any shares of common stock issuable upon conversion of any outstanding capital stock of the Company), or (iii) such number as determined by the Company’s board of directors. As a result of this provision, the authorized number of shares available under the 2021 Plan was increased by 1,261,566 and 1,294,725 on January 1, 2022 and 2023, respectively, bringing the aggregate authorized number of shares available under the 2021 Plan to 6,056,291. The Company may issue new shares or reissue treasury shares for stock option exercises and restricted stock grants. Generally, stock options have 10-year terms and vest 25% each year either annually or quarterly, over a 4-year period and restricted stock awards and units vest 25% each year annually over a 4-year period. The Company did not grant any options with exercise prices less than the then current market value during 2021 and 2022. The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense over the vesting or service period, as applicable, of the stock award using the straight-line method. The Company accounts for forfeitures as they occur. Stock-based compensation has been included in the same lines as compensation paid to the same employees in the Consolidated Statements of Operations. Stock-based compensation expense was included in the following operating expense categories:
|  | Years ended December 31, |
(In Thousands) |  | 2021 |  |  | 2022 |
Service costs |  | $ | 49 |  |  | $ | 171 |
Sales and marketing |  |  | 870 |  |  |  | 796 |
Product development |  |  | 296 |  |  |  | 293 |
General and administrative |  |  | 1,459 |  |  |  | 1,386 |
Total stock-based compensation |  | $ | 2,674 |  |  | $ | 2,646 |
For the years ended December 31, 2021 and 2022, the income tax benefit related to stock-based compensation included in net loss was $0 for all periods due to the valuation allowance recorded on the deferred tax assets. The Company uses the Black-Scholes option pricing model to estimate the per share fair value of stock option grants with time-based vesting. The Black-Scholes model relies on a number of key assumptions to calculate estimated fair values. For years ended December 31, 2021 and 2022, the expected life of each award granted was determined based on historical experience with similar awards, giving consideration to contractual terms, anticipated exercise patterns, and vesting schedules. Expected volatility is based on historical volatility levels of the Company’s Class B common stock and the expected volatility of companies in similar industries that have similar vesting and contractual terms. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury issues with terms approximately equal to the expected life of the option. The Company uses an expected annual dividend yield in consideration of the Company’s common stock dividend payments, which we consider to be zero. The following assumptions were used in determining the fair value of time-vested stock options granted for the periods indicated:
|  | Years Ended December 31,
|  | 2021 |  | 2022
Expected life (in years) |  | 4.00-6.25 |  | 4.00-6.25
Risk-free interest rate |  | 0.64% - 1.35% |  | 2.41% - 4.30%
Expected volatility |  | 50% - 59% |  | 51% - 63%
Weighted average expected volatility |  | 55% |  | 55%
Stock option, restricted stock award, and restricted stock unit activity during the period is as follows:
|  | Options and Restricted Stock available for grant (in thousands) |  |  | Number of options outstanding (in thousands) |  |  | Weighted average exercise price of options |  |  | Weighted average remaining contractual term (in years) |  |  | Aggregate intrinsic value (in thousands) |
Balance at December 31, 2021 |  |  | 16,116 |  |  |  | 3,601 |  |  | $ | 3.43 |  |  |  | 6.46 |  |  | $ | 360 |
Increase to pool January 1, 2022 |  |  | 1,262 |  |  |  | — |  |  |  |  |  |  |  |  |  |  |  |  |
Options granted |  |  | (739 | ) |  |  | 739 |  |  | $ | 2.08 |  |  |  |  |  |  |  |  |
Restricted stock granted |  |  | (636 | ) |  |  | — |  |  |  |  |  |  |  |  |  |  |  |  |
Restricted stock forfeited |  |  | 22 |  |  |  | — |  |  |  |  |  |  |  |  |  |  |  |  |
Options exercised |  |  | 2 |  |  |  | (2 | ) |  | $ | 1.66 |  |  |  |  |  |  |  |  |
Options expired |  |  | 439 |  |  |  | (439 | ) |  | $ | 3.69 |  |  |  |  |  |  |  |  |
Options forfeited |  |  | 133 |  |  |  | (133 | ) |  | $ | 3.14 |  |  |  |  |  |  |  |  |
Balance at December 31, 2022 |  |  | 16,599 |  |  |  | 3,766 |  |  | $ | 3.14 |  |  |  | 6.67 |  |  | $ | 10 |
Options exercisable at December 31, 2022 |  |  |  |  |  |  | 2,113 |  |  | $ | 3.74 |  |  |  | 5.00 |  |  | $ | 3 |
Information related to stock compensation activity during the period indicated is as follows:
|  | Years Ended December 31, |
|  | 2021 |  |  | 2022 |
Weighted average fair value of options granted |  | $ | 1.21 |  |  | $ | 1.06 |
Intrinsic value of options exercised (in thousands) |  | $ | 71 |  |  | $ | - |
Total grant date fair value of restricted stock vested (in thousands) |  | $ | 1,786 |  |  | $ | 1,321 |
At December 31, 2022, there was $1.9 million of unrecognized stock option compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.8 years. During the year ended December 31, 2022, gross proceeds recognized from the exercise of stock options was $3,000. Restricted stock awards and restricted stock unit activity during the period is as follows:
|  | Shares/ Units (In Thousands) |  |  | Weighted Average Grant Date Fair Value |
Unvested at December 31, 2021 |  |  | 1,518 |  |  | $ | 2.80 |
Granted |  |  | 636 |  |  |  | 2.06 |
Vested |  |  | (492 | ) |  |  | 2.68 |
Forfeited |  |  | (22 | ) |  |  | 3.66 |
Unvested at December 31, 2022 |  |  | 1,640 |  |  |  | 2.53 |
Restricted stock awards and restricted stock units are generally measured at fair value on the date of grant based on the number of awards granted and the quoted price of the Company’s common stock. Restricted stock awards and restricted stock units are expensed on a straight-line basis over the vesting or service period, as applicable, and forfeitures are recognized as they occur. Restricted stock units entitle the holder to receive one share of the Company’s Class B common stock upon satisfaction of certain service conditions. At December 31, 2022, there was $2.2 million of unrecognized restricted stock compensation expense related to non-vested restricted stock, which is expected to be recognized over a weighted average period of 2.7 years. (c) Employee Stock Purchase Plan On March 8, 2013, the Company’s board of directors adopted and in May 2013 the stockholders approved the 2014 Employee Stock Purchase Plan (“2014 ESPP”), which became effective on January 1, 2014. The Company authorized an aggregate of 225,000 shares of Class B common stock for issuance under the plan to participating employees. The 2014 ESPP provides eligible employees the opportunity to purchase the Company’s Class B common stock at a price equal to 95% of the closing price on the last business day of each purchase periods. The 2014 ESPP permits eligible employees to purchase amounts up to 15% of their compensation in the purchase period, and no employee is permitted to purchase stock worth more than $25,000 in any calendar year, valued as of the first day of each purchase period. During the year ended December 31, 2021, 29,854 shares were purchased at prices ranging from $2.44 to $2.91 per share. During the year ended December 31, 2022, 18,721 shares were purchased at prices ranging from $1.25 to $2.18 per share.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 + Details
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