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Note 9 - Share-based Payments | 12 Months Ended
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Dec. 31, 2018
Notes to Financial Statements |
Shareholders' Equity and Share-based Payments [Text Block] | 9. Share-Based Payments Employee Stock Option Plans The Company’s share-based incentive plan offering stock options is primarily through 2007 Equity Incentive Plan (the “2007 Plan”). Under this plan, one new share is issued for each stock option exercised. The plan is described below. The 2007 Plan was restated and approved by the shareholders on December 12, 2016. Provisions of the restated 2007 Plan include the granting of up to 2,000,000 incentive and non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units. Options may be granted to employees, officers, non-employee directors and other service providers and may be granted upon such terms as the Compensation Committee of the Board of Directors determines in their sole discretion. All vesting schedules for options granted are based on 3 or 4 -year vesting schedules, with either one - third or one - fourth vesting on the first anniversary and the remaining options vesting ratably over the remainder of the vesting term. Generally, directors and officers have 3 -year vesting schedules and all other employees have 4 -year vesting schedules. Additionally, in the event of a change in control or the occurrence of a corporate transaction, the Company’s Board of Directors has the authority to elect that all unvested options shall vest and become exercisable immediately prior to the event or closing of the transaction. All options outstanding as of December 31, 2018 had contractual lives of ten years. As of December 31, 2018, there were 624,256 options outstanding under the 2007 Plan. As of December 31, 2018, the 2007 Plan had 870,838 authorized unissued options, while there were no options remaining that could be granted under the 1998 Plan. The Company uses judgment in determining the fair value of the share-based payments on the date of grant using an option-pricing model with assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the risk-free interest rate of the awards, the expected life of the awards, the expected volatility over the term of the awards, and the expected dividends of the awards. The Company uses the Black-Scholes option pricing model to determine the fair value of share-based payments granted under the guidelines of ASC Topic 718. In applying the Black-Scholes methodology to the options granted, the Company used the following assumptions:
|  | Year ended December 31,
|  | 2018 |  |  | 2017 |
Risk-free interest rate, average |  |  | — |  |  |  | 2.21 |
Expected option life, average (in years) |  |  | — |  |  |  | 7.9 |
Expected price volatility, average |  |  | — |  |  |  | 40.71 |
Expected dividend yield |  |  | — |  |  |  | 2.83 |
The risk-free interest rate is determined using the U.S. Treasury rate in effect as of the date of the grant, based on the expected life of the stock option. The expected life of the stock option is determined using historical data. The expected price volatility is determined using a weighted average of daily historical volatility of the Company’s stock price over the corresponding expected option life. Under guidelines of ASC Topic 718, the Company recognizes the associated compensation cost for only those awards expected to vest on a straight-line basis over the underlying requisite service period. The Company estimated the forfeiture rates based on its historical experience and expectations about future forfeitures. The following table shows the stock option activity:
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term (Years) |  |  | Aggregate Intrinsic Value |
As of December 31, 2016 |  |  | 850,232 |  |  | $ | 8.06 |  |  |  | 5.78 |  |  | $ | 3,001 |
Granted |  |  | 105,000 |  |  |  | 9.90 |  |  |  |  |  |  |  |  |
Expired and canceled |  |  | (3,144 | ) |  |  | 10.29 |  |  |  |  |  |  |  |  |
Forfeited prior to vesting |  |  | (8,996 | ) |  |  | 11.01 |  |  |  |  |  |  |  |  |
Exercised |  |  | (178,662 | ) |  |  | 5.90 |  |  |  |  |  |  |  |  |
As of December 31, 2017 |  |  | 764,430 |  |  | $ | 8.78 |  |  |  | 6.48 |  |  | $ | 1,038 |
Granted |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
Expired and canceled |  |  | (106,108 | ) |  |  | 7.56 |  |  |  |  |  |  |  |  |
Forfeited prior to vesting |  |  | (34,066 | ) |  |  | 10.79 |  |  |  |  |  |  |  |  |
Exercised |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |
As of December 31, 2018 |  |  | 624,256 |  |  | $ | 8.87 |  |  |  | 5.28 |  |  | $ | — |
Vested and Expected to Vest at December 31, 2017 |  |  | 764,430 |  |  | $ | 8.78 |  |  |  | 6.48 |  |  | $ | 1,038 |
Vested at December 31, 2017 |  |  | 529,669 |  |  | $ | 7.89 |  |  |  | 5.50 |  |  | $ | 1,033 |
Vested and Expected to Vest at December 31, 2018 |  |  | 624,256 |  |  | $ | 8.87 |  |  |  | 5.28 |  |  | $ | — |
Vested at December 31, 2018 |  |  | 548,045 |  |  | $ | 8.62 |  |  |  | 4.90 |  |  | $ | — |
The weighted average per share fair value of options granted during the years ending December 31, 2018 and 2017 was $0 and $3.31 respectively. The total intrinsic value of options exercised during the years ended December 31, 2018 and 2017 was $0 and $646 respectively. The total pre-tax compensation cost related to stock options recognized during the years ended December 31, 2018 and 2017 was $463 and $665, respectively. Tax benefit from compensation cost related to stock options during the years ended December 31, 2018 and 2017 was $0. As of December 31, 2018, the total compensation cost related to stock options not yet recognized and before the effect of any forfeitures was $262, which is expected to be recognized over approximately the next 1.17 years on a straight-line basis. Employee Stock Purchase Plan During the years ended December 31, 2018 and 2017, the Company issued shares to employees under the Company’s 2016 Employee Stock Purchase Plan (the “ESPP”). The ESPP was approved by the Company’s shareholders on December 12, 2016. As of December 31, 2018 and December 31, 2017, 442,994 and 466,783, respectively of the originally approved 500,000 shares were available for offerings under the ESPP. Offering periods under the ESPP commence on each Jan 1 and July 1, and continue for a duration of six months. The ESPP is available to all employees who do not own, or are deemed to own, shares of stock making up an excess of 5% of the combined voting power of the Company, its parent or subsidiary. During each offering period, each eligible employee may purchase shares under the ESPP after authorizing payroll deductions. Under the ESPP, each employee may purchase up to the lesser of 2,500 shares or $25 of fair market value (based on the established purchase price) of the Company’s stock for each offering period. Unless the employee has previously withdrawn from the offering, his or her accumulated payroll deductions will be used to purchase common stock on the last business day of the period at a price equal to 85% (or a 15% discount) of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. Shares purchased and compensation expense associated with Employee Stock Purchase Plans were as follows:
|  | 2018 |  |  | 2017 |
Shares purchased under ESPP plan |  |  | 23,789 |  |  |  | 9,110 |
Plan compensation expense |  | $ | 10 |  |  | $ | 13 |
Stock Repurchase Program and Cash Dividends On March 1, 2017, the Board of Directors of the Company renewed and extended the repurchase program for up to an additional $10 million of common stock over the next twelve months. In connection with the repurchase extension authorization, the Company was authorized to complete the repurchase through open market transactions or through an accelerated share repurchase program, in each case to be executed at management’s discretion based on business and market conditions, stock price, trading restrictions, acquisition activity and other factors. All the transactions effectuated under this program occurred in open market purchases. This program terminated in March 2018. During the twelve months ended December 31, 2017, we acquired 551,936 shares at an average price of $9.28 per share under the stock repurchase program authorized by the Board of Directors in March 2016 and renewed and extended in March 2017. Before the program was terminated in March 2018, we acquired 17,549 shares at an average price of $8.39 per share during 2018. Cash Dividends On February 21, 2018, the Company declared a cash dividend of $0.07 per share of ClearOne common stock. The dividend was paid on March 21, 2018 to shareholders of record as of March 7, 2018. On June 13, 2018, the Company announced the suspension of its dividend program. Issuance of Common Stock The Company raise additional capital through an oversubscribed subscription rights offering (the "Rights Offering") which closed on December 4, 2018 and which raised $9,883 (net of stock issuance costs). In the Rights Offering, we issued one subscription right to each of our shareholders for each share of our common stock that they held. Each subscription right entitled the shareholder to purchase one share of our common stock at a purchase price of $1.20 per share. At the closing, we sold 8,306,535 shares of our common stock and returned subscriptions for 754,868 shares that were oversubscribed after allocating oversubscribed shares on a pro-rata basis.

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- 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
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