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Note 10 - Capital Stock and Stock-based Compensation

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Shareholders' Equity and Share-based Payments [Text Block]

10.

Capital Stock and Stock-Based Compensation

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 December 31, 2020, the Company had no preferred stock issued or outstanding.

Employee Stock Purchase Plan

Under the 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 issued under the ESPP for the six-month periods ending June 30 and December 31. On May 16, 2019, the stockholders of the Company approved an increase of 350,000 shares of common stock in the number of shares available for issuance under the ESPP. There were 126,255 and 190,642 shares issued under the ESPP during the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, there were 192,341 shares available for issuance under the ESPP.

2000 Stock Option and Incentive Plan, as Amended (“Incentive Plan”)

The stockholders of the Company have approved the Incentive Plan which authorizes the grant of stock options and stock-based awards to officers, employees, non-employee directors and other key persons of the Company and its subsidiaries. During 2020, the Board of Directors adopted an amendment to increase the aggregate number of shares authorized for issuance under the Incentive Plan by 3,700,000 shares which was approved by the stockholders at the Company’s 2020 Annual Meeting of Stockholders. As of December 31, 2020, there were 2,975,717 shares available for issuance under the Incentive Plan.

Restricted Stock Units with a Market Condition (the Market Condition RSUs)

The Compensation Committee of the Board of Directors of the Company approves and grants deferred stock awards of Market Condition RSUs (the Market Condition RSUs) to certain members of the Company’s management team under the Incentive Plan. The vesting of the 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 shareholder return of the Company’s common stock measured from the earlier of (i) the one- year anniversary of the award 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 December 31, 2020, there are 332,622 shares of Market Condition RSUs which remain subject to a relative total shareholder return measurement which can result in vesting rates ranging from -0-% to 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, restricted 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 option and restricted stock unit activity under the Company’s Incentive Plan for the years ended December 31, 2020 and 2019 were 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			943,424				3.28				1,652,720				2.31				605,005				1.98
Exercised			(3,750	)			2.98				-				-				-				-
Vested (RSUs)			-				-				(813,762	)			3.29				(3,778	)			4.19
Cancelled/Forfeited			(630,284	)			3.96				(482,270	)			3.42				(188,680	)			4.18
Balance at December 31, 2019			2,266,122				3.93				1,590,450				2.27				529,491				1.67
Granted			894,154				2.61				1,027,486				2.75				332,622				2.98
Exercised			(253,853	)			3.94				-				-				-				-
Vested (RSUs)			-				-				(930,985	)			2.41				(240,205	)			1.53
Cancelled/Forfeited			(269,084	)			3.68				(126,490	)			3.13				(41,932	)			3.04
Market Condition RSU - factor adjustment			-				-				-				-				233,055				1.47
Balance at December 31, 2020			2,637,339			$	3.51				1,560,461			$	2.44				813,031			$	2.12

For Market Condition RSUs granted during the year ended December 31, 2019, the total shareholder return of the Company’s common stock in 2020 relative to the Nasdaq Biotechnology index resulted in a positive performance factor adjustment and the issuance of 233,055 of additional awards during the year ended December 31, 2020.

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 RSUs into common stock using the treasury method. The weighted average number of shares used to compute basic and diluted earnings per share consists of the following:

		Year Ended December 31, 2020
		2020				2019
Basic			38,640,284				37,813,580
Dilutive effect of equity awards			-				-
Diluted			38,640,284				37,813,580

The Company has excluded from the shares used in calculating the diluted earnings per common share options, restricted stock units and Market Condition RSUs totaling 5,010,931 and 4,386,063, as of December 31, 2020 and 2019 respectively, as the impact of these shares would be anti-dilutive.

The Company’s policy is to issue stock available from its registered but unissued stock pool through its transfer agent to satisfy stock option exercises and vesting of the restricted stock units.

The following table summarizes outstanding and exercisable options as of December 31, 2020 (Aggregate Intrinsic Value, in thousands):

					Options Outstanding																Options Exercisable
									Weighted																Weighted
									Average																Average
									Remaining				Weighted												Remaining				Weighted
*Range of*									*Contractual*				*Average*				*Aggregate*								*Contractual*				*Average*				*Aggregate*
*Exercise*					*Number*				*Life*				*Exercise*				*Intrinsic*				*Shares*				*Life*				*Exercise*				*Intrinsic*
*Price*					*Outstanding*				*in Years*				*Price*				*Value*				*Exercisable*				*in Years*				*Price*				*Value*

$1.78	-	2.62				357,018				7.5			$	2.27			$	723				96,488				4.8			$	2.29			$	193
2.63	-	2.66				717,044				6.4				2.63				1,190				179,264				6.4				2.63				298
2.67	-	3.92				568,784				7.1				3.33				545				348,704				6.2				3.36				323
3.93	-	4.38				587,693				2.9				4.23				35				587,693				2.9				4.23				35
4.39	-	5.63				406,800				4.3				5.37				-				401,800				4.3				5.38				-
$1.78	-	5.63				2,637,339				5.6			$	3.51			$	2,493				1,613,949				4.5			$	4.04			$	849

The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $4.29 as of December 31, 2020, which would have been received by the option holders had all option holders exercised their options as of that date. The aggregate intrinsic value of options exercised for the year ended December 31, 2020 was $92,162 and was not material for the year ended December 31, 2019. The total number of in-the-money options that were exercisable as of December 31, 2020 was 862,149.

As of December 31, 2020, the total compensation costs related to unvested awards not yet recognized is $4.4 million and the weighted average period over which it is expected to be recognized is approximately 2.3 years.

Valuation and Expense Information under Stock-Based-Payment Accounting

Stock-based compensation expense related to stock options, restricted stock units, Market Condition RSU’s and the ESPP for the years ended December 31, 2020 and 2019 was allocated as follows:

		Year Ended December 31,
(in thousands)		2020				2019
Cost of revenues		$	65			$	43
Sales and marketing expenses			263				119
General and administrative expenses			3,122				2,710
Research and development expenses			197				162
Total stock-based compensation expenses		$	3,647			$	3,034

The Company did not capitalize any stock-based compensation.

The weighted-average estimated fair value per share of stock options granted during the year ended December 31, 2020 and 2019 was $1.21 and $1.40, respectively, using the Black-Scholes option-pricing model with the following weighted-average assumptions:

		2020				2019
Volatility			58.3	%			48.1	%
Risk-free interest rate			0.3	%			2.1	%
Expected holding period (in years)			4.4				4.7
Dividend Yield			-	%			-	%

The weighted average estimated fair value per share of the Market Condition RSUs granted during the year ended December 31, 2020 and 2019 was $2.98 and $1.98, respectively, using a Monte-Carlo valuation simulation, with the following weighted-average assumptions:

		2020				2019
Volatility			80.6	%			59	%
Risk-free interest rate			0.2	%			2	%
Correlation coefficient			31.5	%			23.6	%
Dividend Yield			-	%			-	%

The Company used historical volatility to calculate the expected volatility. 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 Company’s stock options. The expected holding period of stock options represents the period of time options are expected to be outstanding and were based on historical experience. The vesting period ranges from one to four years and the contractual life is ten years.