Note 13 - Stock-based Compensation Plan

6 Months Ended

Jun. 30, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

(13)  STOCK-BASED COMPENSATION PLAN

As of June 30, 2022, we had unvested restricted stock awards and stock options granted under stock-based compensation plans that are described more fully in Note 15 to the consolidated financial statements in our 2021 Form 10-K.

Our unvested restricted stock awards and stock options are accounted for based on their grant date fair value. As of June 30, 2022, total compensation expense to be recognized in future periods is $3,970. The weighted average period over which this expense is expected to be recognized is 2.7 years.

The following table summarizes the compensation expense we recorded during the three and six months ended June 30, 2022 and 2021 related to unvested shares of restricted stock and stock options:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Cost of revenues	$	15	$	7	$	26	$	7
Selling expense		7		6		14		9
Engineering and product development expense		18		16		37		26
General and administrative expense		511		425		846		681
	$	551	$	454	$	923	$	723

There was no compensation expense capitalized in three and six months ended June 30, 2022 or 2021. 

Stock Options

We record compensation expense for stock options based on the fair market value of the options as of the grant date. No option may be granted with an exercise period in excess of ten years from the date of grant. Generally, stock options will be granted with an exercise price equal to the fair market value of our stock on the date of grant and will vest over four years.

The fair value for stock options granted during the six months ended June 30, 2022 and 2021 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	2022			2021
Risk-free interest rate		2.05	%		1.03	%
Dividend yield		0.00	%		0.00	%
Expected common stock market price volatility factor		.55			.50
Weighted average expected life of stock options (years)		6.25			6.25

The per share weighted average fair value of stock options issued during the six months ended June 30, 2022 and 2021 was $4.53 and $5.70, respectively.

The following table summarizes the activity related to stock options for the six months ended June 30, 2022:

	Number of Shares		Weighted Average Exercise Price
Options outstanding, January 1, 2022 (59,195 exercisable)		408,869		9.07
Granted		202,540		8.45
Exercised		-		-
Canceled		-		-
Options outstanding, June 30, 2022 (174,871 exercisable)		611,409		8.86

Restricted Stock Awards

We record compensation expense for restricted stock awards based on the quoted market price of our stock at the grant date and amortize the expense over the vesting period. Restricted stock awards generally vest over four years for employees and over one year for our independent directors (25% at each of March 31, June 30, September 30, and December 31 of the year in which they were granted).

Since August 2020, we have increasingly granted performance-based restricted stock awards where the ultimate number of shares that vest can vary between 0% and 150% of the amount of the original award and is based on the achievement of specified performance metrics. Vesting for these awards is generally cliff vesting at the end of the period over which the performance metrics are measured. Compensation expense for these awards is recorded on a straight-line basis over the vesting period and is based on the expected final vesting percentage, which is re-assessed at the end of each reporting period and adjusted with a catch-up adjustment, as needed. Our initial assumption at the grant date of these awards is that the award will vest at the 100% level. The awards granted prior to January 1, 2022 are discussed in more detail in Note 15 to the consolidated financial statement in our 2021 Form 10-K. During the three months ended June 30, 2022, as a result of our quarter end re-assessment of the probable final vesting percentages for our performance-based awards, we adjusted the probable final vesting percentage for the awards that will vest on August 24, 2023 from 100% to 150%. As a result, we recorded a catch-up adjustment of $130 during the three months ended June 30, 2022. There have been no significant changes to our assumptions related to the expected vesting percentages for any other performance-based awards as of June 30, 2022.

On March 9, 2022, our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") received restricted stock awards totaling 20,493 shares valued at $200 as of the date of grant. These shares vest on the third anniversary of the grant date at a vesting percentage that could range from 0% to 150% of the number of shares awarded on March 9, 2022. The final vesting percentage will be based on the achievement of certain performance metrics, including revenue compound annual growth rate and diluted earnings per share excluding amortization of intangibles, for specified time periods as determined by the Compensation Committee of our Board of Directors. As of June 30, 2022, we have estimated that these shares will vest at 100% of the original amount.

The following table summarizes the activity related to unvested restricted stock awards for the six months ended June 30, 2022:

	Number of Shares			Weighted Average Grant Date Fair Value
Unvested shares outstanding, January 1, 2022		262,533			7.16
Granted		123,533			9.21
Vested		(51,710	)		8.93
Forfeited		-			-
Unvested shares outstanding, June 30, 2022		334,356			7.65

The total fair value of the restricted stock awards that vested during the six months ended June 30, 2022 and 2021 was $436 and $577, respectively, as of the vesting dates of these awards.