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Note 7 - Share-based Compensation
9 Months Ended
Sep. 30, 2019
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]
7
.
Share-based Compensation 
 
Service Vesting-Based Stock Options
 
The following is a summary of service vesting-based stock option activity for the
nine
month period ended
September 30, 2019 
and the status of service vesting-based options outstanding at
September 30, 2019:
 
   
Nine
Month Period Ended
 
   
September
30, 2019
 
   
 
 
 
 
Wtd. Avg.
 
   
 
 
 
 
Exercise
 
   
Options
   
Price
 
Outstanding at beginning of year
   
2,043,402
    $
1.91
 
Granted
   
    $
 
Exercised
   
(339,237
)
  $
1.83
 
Forfeited
   
(3,437
)
  $
5.69
 
Expired
   
    $
 
Outstanding service vesting-based at September 30, 2019
   
1,700,728
    $
1.92
 
                 
Service vesting-based options exercisable at September 30, 2019
   
1,546,830
    $
1.89
 
 
We recognized stock compensation expense related to service vesting-based options of
$65,000
and
$147,000
during the
three
months ended
September 30, 2019
and
2018,
respectively, and
$305,000
and
$449,000
during the
nine
months ended
September 30, 2019
and
September 30, 2018,
respectively. As of
September 30, 2019,
there was
$25.0
million of aggregate intrinsic value of outstanding service vesting-based stock options, including
$22.8
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
September 30, 2019.
This amount will change based on the fair market value of the Company’s stock. Intrinsic value of service vesting-based awards exercised during the
three
months ended
September 30, 2019
and
2018
was
$1.7
million and
$2.1
million, respectively, and during the
nine
months ended
September 30, 2019
and
2018
was
$5.2
million and
$3.1
million, respectively. There were
no
service based-vesting options granted during the
nine
months ended
September 30, 2019
and
2018.
The weighted average remaining contractual life of service vesting-based options outstanding and exercisable at
September 30, 2019
is
5.1
years and
5.1
years, respectively. Total unrecognized compensation cost of service vesting-based stock options at
September 30, 2019
of
$213,000
is expected to be recognized over a weighted average period of
1.2
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 could have 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.
 
The following is a summary of performance-based stock option activity for the
nine
month period ended
September 30, 2019,
and the status of performance-based options outstanding at
September 30, 2019:
 
   
Nine
Month Period Ended
 
   
September
30, 2019
 
   
 
 
 
 
Wtd. Avg.
 
   
 
 
 
 
Exercise
 
   
Options
   
Price
 
Outstanding at beginning of year
   
964,997
    $
1.64
 
Granted
   
    $
 
Exercised
   
(135,000
)
  $
1.64
 
Outstanding performance-based at September 30, 2019
   
829,997
    $
1.64
 
                 
Performance-based options exercisable at September 30, 2019
   
829,997
    $
1.64
 
 
We recognized stock compensation expense related to performance-based options of
none
and
$128,000
during the
three
month periods ending
September 30, 2019
and
2018,
respectively, and
none
and
$381,000
during the
nine
month periods ending
September 30, 2019
and
2018.
As of
September 30, 2019,
there was
$12.4
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
September 30, 2019.
This amount will change based on the fair market value of the Company’s stock. Intrinsic value of performance-based awards exercised during the
three
months and
nine
months ended
September 30, 2019
was
$
2.3
million and in the
three
and
nine
months ended
September 30, 2018
was
none
and
$285,000,
respectively. The weighted average remaining contractual life of performance-based options outstanding and exercisable at
September 30, 2019,
is
2.2
years. All compensation cost of performance-based stock options outstanding at
September 30, 2019
has been recognized.
 
There were
no
stock options granted to employees and non-employee directors in the
three
and
nine
month periods ended
September 30, 2019
and
2018.
 
Restricted Stock
 
Service vesting-based restricted stock
 
The following is a summary of service vesting-based restricted stock activity for the
nine
month period ended
September 30, 2019,
and the status of unvested service vesting-based restricted stock outstanding at
September 30, 2019:
 
   
Nine
Month Period Ended
 
   
September
30, 2019
 
Service vesting-based restricted stock
 
Number of
Restricted
Shares
   
Grant-Date
Fair Value
 
Outstanding at beginning of year
   
279,919
    $
5.00
 
Granted
   
224,218
    $
17.68
 
Vested
   
(106,683
)
  $
4.65
 
Forfeited
   
(26,354
)
  $
11.60
 
Outstanding at September 30, 2019
   
371,100
    $
12.29
 
 
The aggregate fair value of the service vesting-based awards granted during the
three
months ended
September 30, 2019
and
2018
was
$802,000
and
$148,000,
respectively, and during the
nine
months ended
September 30, 2019
and
2018
was
$4.0
million and
$1.3
million, respectively, which represents the market value of our common stock on the date that the restricted stock awards were granted. The aggregate fair value of the service vesting-based awards that vested during the
three
months ended
September 30, 2019
and
2018
was
$368,000
and
$393,000,
respectively and during the
nine
months ended
September 30, 2019
and
2018
was
$1.6
million and
$874,000,
respectively.
 
We recognized stock compensation expense of
$303,000
and
$108,000
related to service vesting-based awards for the
three
months ended
September 30, 2019
and
2018,
respectively and
$777,000
and
$301,000
related to service vesting-based awards for the
nine
months ended
September 30, 2019
and
2018,
respectively. As of
September 30, 2019,
there was
$4.0
million in unrecognized compensation costs related to service vesting-based awards. We expect to recognize those costs over
3.3
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. We granted an additional
29,604
performance based awards on
April 1, 2019
to
two
newly hired employees from the Astero acquisition.
 
   
Nine
Month Period Ended
 
   
September
30, 2019
 
Performance-based restricted stock
 
Number of
Restricted
Shares
   
Grant-Date
Fair Value
 
Outstanding at beginning of year
   
    $
 
Expected to vest
   
123,851
    $
17.79
 
Vested
   
    $
 
Outstanding at September 30, 2019
   
123,851
    $
17.79
 
 
For the period ended
September 30, 2019,
the aggregate grant date fair value of the performance-based restricted stock awards expected to vest was
$2.2
million. We recognized stock compensation expense of
$286,000
and
$825,000
for the
three
and
nine
months ended
September 30, 2019,
respectively. As of
September 30, 2019,
there was
$1.4
million in unrecognized non-cash compensation costs related to performance-based restricted stock awards expected to vest. We expect to recognize those costs over
1.3
years.
 
Total Stock Compensation Expense
 
We recorded total stock compensation expense for the
three
and
nine
month periods ended
September 30, 2019
and
2018,
as follows:
 
   
Three Month Period Ended
   
Nine
Month Period Ended
 
   
September
30,
   
September
30,
 
(In thousands)
 
2019
   
2018
   
2019
   
2018
 
Research and development costs
  $
122
    $
65
    $
327
    $
195
 
Sales and marketing costs
   
141
     
64
     
438
     
202
 
General and administrative costs
   
338
     
195
     
1,016
     
577
 
Cost of revenue
   
53
     
59
     
126
     
157
 
Total
  $
654
    $
383
    $
1,907
    $
1,131