Note 18 - Shareholders' Equity

12 Months Ended

Dec. 31, 2021

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

18. SHAREHOLDERS' EQUITY

The Company has a 2006 Equity Incentive Plan and an Amended and Restated 2015 Equity Incentive Plan. The 2015 plan, which was approved by the shareholders on April 24, 2015, replaced the 2006 plan. New grants may not be made under the 2006 plan; however certain option grants under these plans remain exercisable as of December 31, 2021. The aggregate number of shares of common stock for which awards could be granted under the 2015 plan as of the date of adoption was 500 shares. Additionally, as outstanding options under the 2006 plan or 2015 plan expire, terminate, are cancelled or forfeited or are withheld in a net exercise or for withholding taxes, the shares of the Company’s common stock subject to such options will become available for issuance under the 2015 plan. The 2015 plan was amended and restated in 2020 to reflect certain corporate governance changes and to increase the number of shares of common stock that could be awarded under the 2015 plan by 500 shares, which was approved by shareholders on May 4, 2021.

Under the plans, executives, employees and outside directors receive awards of restricted stock units (RSUs), performance based restricted stock units (PRSUs) and/or options to purchase common stock. The Company may also grant stock awards, stock appreciation rights, restricted stock and other equity-based awards. Under all awards, the terms are fixed on the grant date. Generally, the exercise price of stock options equals the market price of the Company’s stock on the date of the grant. RSUs generally vest over three years, except that RSUs granted to directors in 2021 vest over one year. PRSUs vest upon the achievement of designated financial performance targets(s). Options under the plans generally vest over three years, and have a maximum term of 10 years.

The Company granted 130 RSUs, which is inclusive of 13 PRSUs for the year ended December 31, 2021. The RSUs vest in equal, annual installments over a three-year period beginning on the first anniversary of the date of grant at which time common stock is issued with respect to vested units except that RSUs granted to directors in 2021 vest over one year. The PRSUs will vest depending upon the achievement of total revenue in specific markets during 2023 at a threshold level (below which no PRSUs will vest), a target level and a maximum level (at which the maximum number of PRSUs will vest). The number of PRSUs that will vest between the threshold, target and maximum levels will be prorated.

Stock award activity during the periods indicated was as follows:

	Outstanding Awards
	Stock Options			RSUs			Total			Stock Option Weighted-Average Exercise Price (a)		Aggregate Intrinsic Value
Outstanding at December 31, 2019		746			128			874			6.39
Awards forfeited or cancelled		(1	)		(5	)		(6	)		5.72
Awards granted		-			146			146			-
Awards exercised or released		(55	)		(52	)		(107	)		4.88
Outstanding at December 31, 2020		690			217			907		$	6.51
Awards forfeited or cancelled		(12	)		(4	)		(16	)		5.48
Awards granted		-			130			130			-
Awards exercised or released		(131	)		(126	)		(257	)		5.85
Outstanding at December 31, 2021		547			217			764		$	6.69	$	8,696
Exercisable at December 31, 2020		690						690		$	6.51	$	7,997
Exercisable at December 31, 2021		547						547		$	6.69	$	5,186
Available for future grant at December 31, 2021								497

The number of shares available for future grant at December 31, 2021, does not include a total of up to 215 shares subject to options outstanding under the 2006 plan which will become available for grant under the 2015 plan as outstanding options under the 2006 plan expire, terminate, are cancelled or forfeited or are withheld in a net exercise or for withholding taxes of such options.

The weighted-average remaining contractual term of options exercisable and options outstanding at December 31, 2021 was 3.5 years. The total intrinsic value of options exercised during fiscal 2021 and 2020, was $2,076 and $514, respectively. No options were issued in 2021 and 2020.

The weighted-average per share grant date fair value of restricted stock units granted was $21.35 in 2021 and $14.92 in 2020.

The Company recorded $2,184 and $2,382 of non-cash stock compensation expense for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, there was $2,168 of total non-cash stock compensation expense related to non-vested awards that is expected to be recognized over a weighted-average period of 1.72 years. During the year ended December 31, 2020, the Company recorded a cumulative non-cash stock compensation expense adjustment of $422 for individuals who are retirement eligible and therefore have vested in stock awards according to our plan. The adjustment was not material to our Consolidated Financial Statements.

The Company also has an Employee Stock Purchase Plan (the “Purchase Plan”). The Purchase Plan, as amended, provides that a maximum of 300 shares may be sold under the Purchase Plan. There were 12, and 16 shares purchased under the Purchase Plan during the years ended December 31, 2021 and 2020, respectively.