XML 30 R19.htm IDEA: XBRL DOCUMENT
v3.19.2

Capital Stock | 6 Months Ended
--- | ---
Jun. 30, 2019
Capital Stock Disclosure [Abstract] |
Capital Stock Disclosure [Text Block] | 13. Capital Stock Common Stock The Company has 80.0 million shares of common stock authorized for issuance. As of June 30, 2019, the Company had 37.9 million shares of common stock issued and outstanding. Preferred Stock The Company’s Board of Directors has the authority to issue up to 5.0 million shares of preferred stock and to determine the price, privileges and other terms of the shares. The Board of Directors may exercise this authority without any further approval of stockholders. As of June 30, 2019, the Company had no preferred stock issued or outstanding. Employee Stock Purchase Plan (as amended, the ESPP) In 2000, the Company approved the ESPP. Under this ESPP, participating employees can authorize the Company to withhold a portion of their base pay during consecutive six-month payment periods for the purchase of shares of the Company’s common stock. At the conclusion of the period, participating employees can purchase shares of the Company’s common stock at 85% of the lower of the fair market value of the Company’s common stock at the beginning or end of the period. Shares are iss ued under the ESPP for the six-month periods ending June 30 and December 31. As of June 30, 2019, 1,400,000 shares of common stock are authorized for issuance, of which 984,547 shares were iss ue d. There were 93,785 and 24,907 shares issued under the ESPP during the six months ended June 30, 2019 and 2018, respectively. Stock Option and Equity Incentive Plans Third Amended and Restated 2000 Stock Option and Incentive Plan (as amended, the Third A&R Plan) The Third Amendment to the Third A&R Plan (the Amendment) was adopted by the Board of Directors on April 2, 2018. Such Amendment was approved by the stockholders at the Company’s 2018 Annual Meeting of Stockholders. Pursuant to the Amendment, the aggregat e number of shares authorized for issuance under the Third A&R Plan was increased by 3,400,000 shares to 20,908,929. Restricted Stock Units with a Market Condition (the Market Condition RSUs) On May 24, 2018, the Compensation Committee of the Board o f Directors of the Company approved and granted deferred stock awards of Market Condition RSUs (the 2018 Market Condition RSUs) to certain members of the Company’s management team under the Third A&R Plan. The vesting of the 2018 Market Condition RSUs is b ased on a graded-vesting schedule (one third at the end of each year for three years) and linked to the achievement of a relative total shareholder return of the Company’s common stock from May 24, 2018 to the earlier of (i) May 24, 2019 or (ii) upon a cha nge of control (measured relative to the NASDAQ Biotechnology index and based on the 20-day trading average price before each such date). As of June 30, 2019, t he target number of these restricted stock units that may be earned is 7,556 shares; the maximum amount is 150% of the target number. On March 7, 2019, the Compensation Committee of the Board of Directors of the Company approved and granted deferred stock awards of Market Condition RSUs (the 2019 Market Condition RSUs) to certain member s of the Company’s management team under the Third A&R Plan. The vesting of the 2019 Market Condition RSUs is based on a graded-vesting schedule (one third at the end of each year for three years) and linked to the achievement of a relative total sharehold er return of the Company’s common stock from March 7, 2019 to the earlier of (i) March 7, 2020 or (ii) upon a change of control (measured relative to the NASDAQ Biotechnology index and based on the 20-day trading average price before each such date). As of June 30, 2019, t he target number of these restricted stock units that may be earned is 56,517 shares; the maximum amount is 150% of the target number. Stock-Based Payment Awards The Company accounts for stock-based payment awards in accordance with the provisions of FASB ASC 718, which requires it to recognize compensation expense for all stock-based payment awards made to employees and directors including stock options, restricte d stock units, Market Condition RSUs and employee stock purchases related to the ESPP. The Company has elected as an accounting policy to account for forfeitures for service based awards as they occur, with no adjustment for estimated forfeitures. Stock o ption and restricted stock unit activity under the Company’s Third A&R Plan for the six months ended June 30, 2019 was as follows:
|  |  | Stock Options |  | Restricted Stock Units |  | Market Condition RSU's
|  |  |  |  |  | Weighted |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Stock |  |  | Average |  | Restricted |  |  |  |  |  | Market |  |  |  |
|  |  | Options |  |  | Exercise |  | Stock Units |  |  | Grant Date |  | Condition RSU's |  |  | Grant Date
|  |  | Outstanding |  |  | Price |  | Outstanding |  |  | Fair Value |  | Outstanding |  |  | Fair Value
Balance at December 31, 2018 |  | 1,956,732 |  |  | $ | 4.25 |  | 1,233,762 |  |  | $ | 3.36 |  | 116,944 |  |  | $ | 4.19
| Granted |  | 587,909 |  |  |  | 3.73 |  | 599,977 |  |  |  | 3.19 |  | 75,514 |  |  |  | 4.16
| Exercised |  | (2,500) |  |  |  | 3.25 |  | - |  |  |  | - |  | - |  |  |  | -
| Expired |  | (2,635) |  |  |  | 2.28 |  | - |  |  |  | - |  | - |  |  |  | -
| Vested (RSUs) |  | - |  |  |  | - |  | (550,200) |  |  |  | 3.46 |  | (3,778) |  |  |  | 4.19
| Cancelled / forfeited |  | (356,649) |  |  |  | 4.03 |  | (229,883) |  |  |  | 3.48 |  | (124,607) |  |  |  | 4.19
Balance at June 30, 2019 |  | 2,182,857 |  |  | $ | 4.15 |  | 1,053,656 |  |  | $ | 3.19 |  | 64,073 |  |  | $ | 4.16
| Three Months Ended |  | Six Months Ended
| June 30, |  | June 30,
| 2019 |  | 2018 |  | 2019 |  | 2018
Volatility | 47.76 | % |  | 42.31 | % |  | 45.69 | % |  | 42.31 | %
Risk-free interest rate | 1.86 | % |  | 2.82 | % |  | 2.42 | % |  | 2.82 | %
Expected holding period (in years) | 4.70 | years |  | 4.95 | years |  | 4.73 | years |  | 4.95 | years
Dividend yield | - | % |  | - | % |  | - | % |  | - | %
| Six Months Ended
| June 30,
| 2019 |  | 2018
Volatility | 48.00 | % |  | 44.02 | %
Risk-free interest rate | 2.50 | % |  | 2.27 | %
Correlation coefficient | 0.27 | % |  | 0.07 | %
Dividend yield | - | % |  | - | %
The Company used historical volatility to calculate the expected volatility for each grant as of the grant date. Historical volatility was determined by calculating the mean reversion of the daily adjusted closing stock price. The risk-free interest rate assumption is based upon observed U.S. Treasury bill interest rates (risk-free) appropriate for the term of the Co mpany’s stock options and Market Condition RSUs. The expected holding period of stock options represents the period of time options are expected to be outstanding and is based on historical experience. The vesting period ranges from one to four years and t he contractual life is ten years. The correlation coefficient, used to value the Market Condition RSUs, represents the way in which entities move in relation to the NASDAQ Biotechnology index as a whole. Stock-based c ompensation expense related to stock o ptions, restricted stock units, Market Condition RSUs and the ESPP for the three and six months ended June 30, 2019 and 2018 was allocated as follows:
|  | Three Months Ended |  |  | Six Months Ended
|  | June 30, |  |  | June 30,
|  | 2019 |  |  | 2018 |  |  | 2019 |  |  | 2018
|  | (in thousands)
Cost of revenues | $ | 8 |  | $ | 15 |  | $ | 21 |  | $ | 26
Sales and marketing |  | 36 |  |  | 102 |  |  | 29 |  |  | 226
General and administrative |  | 529 |  |  | 576 |  |  | 1,080 |  |  | 1,273
Research and development |  | 42 |  |  | 41 |  |  | 76 |  |  | 71
Discontinued operations |  | - |  |  | - |  |  | - |  |  | 150
Total stock-based compensation | $ | 615 |  | $ | 734 |  | $ | 1,206 |  | $ | 1,746
The Company did not capitalize any stock-based compensation. Earnings per share Basic earnings per share is based upon net income divided by the number of weighted average common shares outstanding during the period. The calculation of diluted earnings per share assumes conversion of stock options, restricted stock units and Market Condition RSU s into common stock using the treasury method. The weighted av erage number of shares used to compute basic and diluted earnings per share consists of the following:
|  | Three Months Ended |  | Six Months Ended |
|  | June 30, |  | June 30, |
|  | 2019 |  | 2018 |  | 2019 |  | 2018 |
Basic |  | 37,735,717 |  | 36,082,258 |  | 37,682,539 |  | 35,774,334 |
Effect of assumed conversion of employee and director stock options, restricted stock units and Market Condition RSUs |  | - |  | - |  | - |  | - |
Diluted |  | 37,735,717 |  | 36,082,258 |  | 37,682,539 |  | 35,774,334 |
Excluded from the shares used in calculating the diluted earnings per common share in the above table are options, restricted stock units and Market Condition RSUs of approximately 3,300,586 and 4,737,057 shares of common stock for th e six months ended June 30, 2019 and 2018, respectively, as the impact of these shares would be anti-dilutive.

X
- Definition The entire disclosure for accounts comprising shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income, and compensation-related costs for equity-based compensation. Includes, but is not limited to, disclosure of policies, compensation plan details, equity-based arrangements to obtain goods and services, deferred compensation arrangements, and employee stock purchase plan details. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://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 http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

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