Note 5 - Share-based Compensation |
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Share-based Payment Arrangement [Text Block] | 5. Share-based Compensation Service Vesting-Based Stock Options The following is a summary of service vesting based stock option activity for the three month period ended March 31, 2019, and the status of stock options outstanding at March 31, 2019:
We recognized stock compensation expense of $144,000 and $153,000 related to service vesting-based options during the three month periods ending March 31, 2019 and 2018, respectively. As of March 31, 2019, there was $31.0 million of aggregate intrinsic value of outstanding service vesting-based stock options, including $26.5 million of aggregate intrinsic value of exercisable service vesting-based stock options. Intrinsic value is the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of the quarter and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on March 31, 2019. This amount will change based on the fair market value of the Company’s stock. During the quarters ended March 31, 2019 and 2018 intrinsic value of service vesting-based awards exercised was $1.4 million and $270,000, respectively. The weighted average remaining contractual life of service vesting-based options outstanding and exercisable at March 31, 2019 is 5.4 years and 5.3 years, respectively. Total unrecognized compensation cost of service vesting-based stock options at March 31, 2019 of $374,000 is expected to be recognized over a weighted average period of 1.4 years.Performance-based Stock Options The Company’s Board of Directors implemented a Management Performance Bonus Plan for 2017. Based on achieving varying levels of specified revenue for the year ended December 31, 2017, up to 1,000,000 options to purchase shares of the Company’s common stock may be vested. The options have an exercise price of $1.64, and if revenue levels for 2017 were met, would vest 50% on the release of the Company’s audited financial statements for 2017, and 50% one year thereafter. If the minimum performance targets were not achieved, no options would vest. On February 27, 2018, the Company’s Board of Directors determined that, subject to the completion of the 2017 audit, the specified revenue target had been achieved. Accordingly, 999,997 options to purchase shares of the Company’s common stock vest as follows: 50% of the options vested on March 8, 2018 and the remaining 50% vested on March 8, 2019. We recognized stock compensation expense of none and $125,000 related to performance-based options during the three month periods ending March 31, 2019 and 2018, respectively. As of March 31, 2019, there was $15.7 million of aggregate intrinsic value of outstanding and exercisable performance-based stock options. Intrinsic value is the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of the quarter and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on March 31, 2019. This amount will change based on the fair market value of the Company’s stock. During the quarters ended March 31, 2019 and 2018 there were no performance-based options exercised. The weighted average remaining contractual life of performance-based options outstanding and exercisable at March 31, 2019, is 2.7 years. There is no unrecognized compensation cost of performance-based stock options at March 31, 2019. There were 964,997 performance-based stock options outstanding at the beginning and ending of the three month period ending March 31, 2019. There were no stock options granted to employees and non-employee directors in the three month periods ended March 31, 2019 and 2018. Restricted Stock Service vesting-based restricted stock The following is a summary of service vesting-based restricted stock activity for the three month period ended March 31, 2019, and the status of unvested service vesting-based restricted stock outstanding at March 31, 2019:
The aggregate fair value of the service vesting-based awards granted during the three months ended March 31, 2019 and 2018 was $2.6 million and $1.0 million, respectively, which represents the market value of BioLife common stock on the date that the restricted stock awards were granted. The aggregate fair value of the service vesting-based restricted stock awards that vested was $853,000 and $307,000 for the three months ended March 31, 2019 and March 31, 2018, respectively.We recognized stock compensation expense of $255,000 and $95,000 related to service vesting-based restricted stock awards for the three months ended March 31, 2019 and March 31, 2018, respectively. As of March 31, 2019, there was $3.5 million in unrecognized compensation costs related to service vesting-based restricted stock awards. We expect to recognize those costs over 3.6 years.Performance -based restricted stock In 2019, we engaged an independent executive compensation firm, FW Cook, to review current compensation practices and make updated recommendations to the Compensation Committee and the full Board of Directors. With consideration to the recommendations of FW Cook, including an evaluation of the compensation practices of a like-situated peer group of public life science companies, our Compensation Committee recommended and our Board of Directors approved a compensation program which included apportioning a portion of management’s equity compensation to performance-based restricted stock awards. Specifically, our executive officers were granted service-based restricted stock awards (94,247 shares of restricted stock in the aggregate vesting over four years) and performance-based restricted stock awards (94,247 shares of restricted stock in the aggregate). The performance-based restricted stock awards will vest as to between 0% and 200% of the number of restricted shares granted to each recipient based on our total shareholder return during the period beginning on January 1, 2019 through December 31, 2020 as compared to the total shareholder return of 20 of our peers (such peers having been determined by our Compensation Committee with assistance of FW Cook immediately prior to the grant date). The 94,247 performance-based restricted stock awards will be awarded if we are in the 50th percentile of total shareholder return versus the peer group. The maximum number of performance-based restricted stock awards that may be granted (188,494 shares in the aggregate) will be awarded if we are in the 80th percentile of total shareholder return versus the peer group and no units will be awarded for less than 30th percentile of total shareholder return versus the peer group.During the three month period ended March 31, 2019, we assumed 94,247 performance-based restricted stock awards will be awarded with a grant-date fair value of $17.84. The aggregate fair value of the performance-based restricted stock awards was $1.7 million. We recognized stock compensation expense of $207,000 for the three months ended March 31, 2019. As of March 31, 2019, there was $1.5 million in unrecognized non-cash compensation costs related to performance-based restricted stock awards. We expect to recognize those costs over 1.8 years.We recorded total stock compensation expense for the three month periods ended March 31, 2019 and 2018, as follows:
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