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Equity Incentive Plan
12 Months Ended
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity Incentive Plan

Note 9 – Equity incentive plan

On December 19, 2019, the Company adopted the 2019 Incentive Award Plan (the “2019 Plan”) under which eligible employees, officers, directors and consultants of the Company may be granted incentive or non-qualified stock options, restricted stock, restricted stock units, or other stock-based awards, including shares of common stock. As of December 31, 2019, 7,500,000 shares of Common Stock were reserved under the 2019 Plan, of which 6,985,290 shares of Common Stock remained available for issuance.

On March 29, 2016, the Company adopted the 2016 Equity Incentive Plan (as amended, the “2016 Plan”) under which eligible employees, officers, directors and consultants of the Company may be granted incentive or non-qualified stock options, restricted stock, restricted stock units, or other stock-based awards, including shares of common stock. The 2016 Plan was terminated on December 19, 2019 and all outstanding awards were cancelled.

Stock option activity

The following table summarizes the Company’s stock option activity under the 2019 Plan:

 

Description

 

Options

Outstanding

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Term (Years)

 

 

Aggregate

Intrinsic

Value (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2018

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

514,710

 

 

$

9.90

 

 

 

 

 

 

 

 

 

Forfeited

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancelled

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2019

 

 

514,710

 

 

$

9.90

 

 

 

10.0

 

 

$

 

Vested and expected to vest

 

 

514,710

 

 

$

9.90

 

 

 

10.0

 

 

$

 

Exercisable

 

 

 

 

$

 

 

 

10.0

 

 

$

 

 

The following table summarizes the Company’s stock option activity under the 2016 Plan:

 

Description

 

Options

Outstanding

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Term (Years)

 

 

Aggregate

Intrinsic

Value (1)

 

Balance at December 31, 2017

 

 

410,310

 

 

$

100

 

 

 

8.8

 

 

$

 

Granted

 

 

84,270

 

 

 

100

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(74,255

)

 

 

100

 

 

 

 

 

 

 

 

 

Expired

 

 

(8,845

)

 

 

100

 

 

 

 

 

 

 

 

 

Balance at December 31, 2018

 

 

411,480

 

 

$

100

 

 

 

8.3

 

 

$

 

Granted

 

 

67,050

 

 

$

90

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(32,860

)

 

$

99

 

 

 

 

 

 

 

 

 

Expired

 

 

(8,640

)

 

$

99

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(437,030

)

 

$

100

 

 

 

 

 

 

 

 

 

Balance at December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest

 

 

 

 

$

 

 

 

 

 

$

 

Exercisable

 

 

 

 

$

 

 

 

 

 

$

 

 

(1)

Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. There were no in-the-money options as of December 31, 2019 and 2018.

No stock options were exercised during the years ended December 31, 2019 and 2018.

The following table summarizes additional information on stock option grants and vesting (in thousands):

 

 

 

2016 Plan

 

 

2019 Plan

 

 

 

Year Ended

December 31, 2019

 

 

Year Ended

December 31, 2018

 

 

Year Ended

December 31, 2019

 

 

Year Ended

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total fair value of stock options granted

 

$

2,492

 

 

$

3,473

 

 

$

974

 

 

$

-

 

Total fair value of options vested

 

 

1,439

 

 

 

1,924

 

 

 

-

 

 

 

-

 

 

Time-based vesting stock options

Under the 2016 Plan, time-based vesting stock options vested over a five-year period, subject to graded vesting schedules, and expired ten years from the date of grant or within 90 days of termination. The weighted-average fair value per share of time-based vesting stock options granted by us was $37.16 and $41.20 during the years ended December 31, 2019 and 2018, respectively.

Under the 2016 Plan, for the years ended December 31, 2019 and 2018, the Company recognized $2.3 million and $1.5 million of stock-based compensation expense in connection with time-based stock options, respectively. As of December 31, 2019, there was $0 million of unrecognized stock-based compensation expense as the plan was terminated during 2019.

Under the 2019 Plan, time-based vesting stock options generally vest over a three-year period, are subject to graded vesting schedules, and expire ten years from the date of grant or within 90 days of termination. The weighted-average fair value per share of time-based vesting stock options granted by us was $1.89, during the year ended December 31, 2019.

Under the 2019 Plan, for the year ended December 31, 2019, the Company recognized $0.01 million of stock-based compensation expense in connection with time-based stock options, respectively. As of December 31, 2019, there was $1.0 million of unrecognized stock-based compensation expense related to unvested time-based stock options that is expected to be recognized over a weighted-average period of three years.

Performance-based vesting stock options

Performance-based vesting stock options generally vested upon the satisfaction of performance- and market-based criteria, based on the Principal Stockholders’ (as defined in the 2016 Plan) internal rate of return on their investment in the Company as measured following their sale of at least 70% of the Principal Stockholders total holdings in the Company, and expire ten years from the date of grant. The weighted-average fair value per share of performance-based vesting stock options granted by us was $37.16 and $41.20 during the years ended December 31, 2019 and 2018, respectively.

As of December 31, 2019, there were no stock options with performance-based vesting outstanding as the plan was terminated.

Award Valuation

The Company used valuation models to value both time and performance-based vesting stock options granted during 2019 and 2018. The following table summarizes the assumptions used in the valuation models to determine the fair value of awards granted to employees and non- employees under both the 2019 Plan and the 2016 Plan:

 

 

 

Year Ended

December 31, 2019

 

 

Year Ended

December 31, 2018

 

Expected volatility

 

36.92 - 37.70%

 

 

35.51 - 36.39%

 

Expected term (in years)

 

6-6.5

 

 

 

6.5

 

Dividend yield

 

 

0

%

 

 

0

%

Risk free interest rate

 

1.79 - 2.89%

 

 

2.59 - 2.89%

 

 

A discussion of management’s methodology for developing each of the assumptions used in the valuation model follows:

 

Expected volatility – Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company uses an estimated volatility based on the historical and implied volatilities of comparable companies.

 

Expected term – This is the period that the options granted are expected to remain unexercised. For options granted during the years ended December 31, 2019 and 2018, the Company derived the expected life of the option based on the average midpoint between vesting and the contractual term as there is little exercise history.

 

Dividend yield – The Company has never declared or paid dividends and have no plans to do so in the foreseeable future.

 

Risk-free interest rate – This is the U.S. Treasury rate for securities with similar terms that most closely resembles the expected life of the option.

Stock award activity

During the years ended December 31, 2019 and 2018, the Company granted to certain non- employee directors 7,223 and 6,500 stock awards, respectively. These stock awards were issued to non-employee directors in satisfaction of their annual retainer payments and are not subject to any vesting conditions, and thus became issued and outstanding shares on the grant date. Accordingly, the Company recognized the grant-date fair value of the stock awards of $0.7 million and $0.6 million as stock-based compensation expense concurrent with the grant date of the awards during the years ended December 31, 2019 and 2018, respectively.

Stock-based compensation expense

Stock-based compensation expense is included in the Consolidated Statements of Comprehensive Loss within the following line items (in thousands):

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

Cost of revenues

 

$

573

 

 

$

869

 

General and administrative

 

 

1,161

 

 

 

1,023

 

Research and development

 

 

87

 

 

 

14

 

Sales and marketing

 

 

444

 

 

 

219

 

Total

 

$

2,265

 

 

$

2,125

 

 

Restricted stock units

Certain employees may be eligible to receive restricted stock unit awards in the event of an change in control (as defined in the respective employment agreements) with a market value equal to the greater of (1) $3.5 million or (2) an amount determined using a formula-based model (as defined in the respective employment agreements), as of the date of such grants.

As of December 31, 2019, no such awards were issued under the 2019 Plan.