Equity | NOTE 14. Equity Plans We provide long-term incentives to eligible officers, directors, and employees in the form of equity-based awards. We maintain three equity incentive compensation plans, collectively described below as our “Equity Plans”: ● the 2010 Equity Incentive Plan (“2010 Plan”), ● the 2012 Equity Incentive Plan (“2012 Plan”), and ● the 2019 Equity Incentive Plan (“2019 Plan”). We issue new shares of common stock to satisfy awards issued under our Equity Plans. Stock Options Most of our stock options vest and become exercisable over a four The following table summarizes stock option activity under the Equity Plans for the fiscal year ended September 30, 2020: Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Life Value (*) (in Shares Price (in years) thousands) Outstanding as of September 30, 2019 51,854 $ 5.00 Granted — — Exercised (650) 2.89 — Forfeited (1,952) 4.65 Expired (5,187) $ 4.25 Outstanding as of September 30, 2020 44,065 $ 5.14 3.70 $ — Exercisable as of September 30, 2020 41,877 $ 5.18 3.61 $ — Vested and expected to vest as of September 30, 2020 44,065 $ 5.14 3.70 $ — (*) Intrinsic value for stock options represents the “in-the-money” portion or the positive variance between a stock option’s exercise price and the underlying stock price. For the fiscal year ended September 30, 2019, the intrinsic value of options exercised was $0. As of September 30, 2020, there was approximately $2,700 of unrecognized stock-based compensation expense related to non-vested stock options granted under the Equity Plans which is expected to be recognized over an estimated weighted average life of 0.5 years. Valuation Assumptions There were no stock option grants for the fiscal years ended September 30, 2020 and 2019. Time-Based Restricted Stock Time-based restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) granted to employees under the 2010 Plan, 2012 Plan or 2019 Plan typically vest over 3 to 4 years and are subject to forfeiture if employment terminates prior to the vesting or lapse of the restrictions, as applicable. RSUs are not considered issued or outstanding common stock until they vest. RSAs are considered issued and outstanding on the grant date and are subject to forfeiture if specified vesting conditions are not satisfied. The following table summarizes the activity related to RSUs and RSAs subject to time-based vesting requirements for the fiscal year ended September 30, 2020: Restricted Stock Units Restricted Stock Awards Number of Weighted Average Number of Weighted Average Restricted Stock Activity Shares Grant Date Fair Value Shares Grant Date Fair Value Non-vested as of September 30, 2019 999,247 $ 4.66 8,154 $ 8.20 Granted 1,215,810 $ 2.88 — $ — Vested (471,208) $ 4.50 — $ — Forfeited (195,804) $ 3.85 — $ — Non-vested as of September 30, 2020 1,548,045 $ 3.41 8,154 $ 8.20 As of September 30, 2020, there was approximately $4.0 million of remaining unamortized stock-based compensation expense associated with RSUs, which will be expensed over a weighted average remaining service period of approximately 2.6 years. The 1.5 million outstanding non-vested and expected to vest RSUs have an aggregate intrinsic value of approximately $5.0 million and a weighted average remaining contractual term of 2.6 years. For the fiscal years ended September 30, 2020, 2019, and 2018, the intrinsic value of RSUs vested was approximately $1.3 million, $1.4 million and $2.3 million, respectively. For the fiscal years ended September 30, 2019 and 2018, the weighted average grant date fair value of RSUs granted was $3.68 and $5.80 per share, respectively. As of September 30, 2020, there was approximately $1,000 of remaining unamortized stock-based compensation expense associated with RSAs, which will be expensed over a weighted average remaining service period of approximately 0.1 years. Performance Stock Performance based restricted stock units (“PSUs”) and performance based shares of restricted stock (“PRSAs”) granted to employees under the 2012 Plan or 2019 Plan typically vest over 1 to 3 years and are subject to forfeiture in whole, if employment terminates, or in whole or in part, if specified vesting conditions are not satisfied, in each case prior to vesting. PSUs are not considered issued or outstanding common stock until they vest. PRSAs are considered issued and outstanding on the grant date and are subject to forfeiture if specified vesting conditions are not satisfied. PSUs and PRSAs that are granted to our executive officers and key employees are provided as long-term incentive compensation that is based on relative total shareholder return, which measures our performance against the Russell Microcap Index. The following table summarizes the activity related to PSUs and PRSAs for the fiscal year ended September 30, 2020: Performance Stock Units Performance Stock Awards Weighted Weighted Number of Shares Average Grant Number of Shares Average Grant Performance Stock Activity (at Target) Date Fair Value (at Target) Date Fair Value Non-vested as of September 30, 2019 471,824 $ 7.03 33,333 $ 12.25 Granted 496,000 $ 3.81 — $ 0.00 Vested — $ 0.00 — $ 0.00 Forfeited (99,324) $ 10.55 (33,333) $ 12.25 Non-vested as of September 30, 2020 868,500 $ 4.79 — $ 0.00 As of September 30, 2020, there was approximately $2.1 million of remaining unamortized stock-based compensation expense associated with PSUs, which will be expensed over a weighted average remaining service period of approximately 1.7 years. The 0.9 million outstanding non-vested and expected to vest PSUs have an aggregate intrinsic value of approximately $2.8 million and a weighted average remaining contractual term of 1.7 years. There were no PSUs vested for the fiscal year ended September 30, 2020. For the fiscal years ended September 30, 2019 and 2018, the intrinsic value of PSUs vested was approximately $0.2 million and $1.4 million, respectively. For the fiscal years ended September 30, 2019 and 2018, the weighted average grant date fair value of PSUs granted was $5.19 and $7.62, respectively. As of September 30, 2020, there was no remaining unamortized stock-based compensation expense associated with PRSAs. Stock-based compensation The effect of recording stock-based compensation expense was as follows: Stock-based Compensation Expense - by award type For the Fiscal Years ended September 30, (in thousands) 2020 2019 2018 Employee stock options $ 13 $ 25 $ 32 Restricted stock units and awards 1,755 1,495 1,742 Performance stock units and awards 1,243 685 1,343 Employee stock purchase plan 214 180 276 Outside director equity awards and fees in common stock 291 221 255 Total stock-based compensation expense $ 3,516 $ 2,606 $ 3,648 Stock-based Compensation Expense - by expense type For the Fiscal Years ended September 30, (in thousands) 2020 2019 2018 Cost of revenue $ 692 $ 482 $ 450 Selling, general, and administrative 2,155 1,478 2,584 Research and development 669 646 614 Total stock-based compensation expense $ 3,516 $ 2,606 $ 3,648 Stock-based compensation within selling, general and administrative expense was lower for the fiscal year ended September 30, 2019 due to the reversal of previously recognized expense associated with the forfeiture of unvested RSUs and PSUs of our former CFO. Capital Stock Our authorized capital stock consists of 50 million shares of common stock, no par value, and 5,882,352 shares of preferred stock, $0.0001 par value. As of September 30, 2020, we had 36.5 million and 29.6 million shares of common stock issued and outstanding, respectively. There were no shares of preferred stock issued or outstanding as of September 30, 2020 and 2019. 401(k) Plan We have a savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under this savings plan, participating employees may defer a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit. Since June 2015, all employer contributions are made in cash. Our matching contribution in cash for each of the fiscal years ended September 30, 2020, 2019 and 2018 was approximately $1.0 million, $0.6 million and $0.5 million, respectively. Loss Per Share The following table sets forth the computation of basic and diluted net loss per share: Basic and Diluted Net Loss Per Share For the Fiscal Years ended September 30, (in thousands, except per share) 2020 2019 2018 Numerator: Loss from operations $ (7,000) $ (35,984) $ (17,453) Undistributed earnings allocated to common shareholders for basic and diluted net income per share (7,000) (35,984) (17,453) Denominator: Denominator for basic and fully diluted net loss per share - weighted average shares outstanding 29,136 27,983 27,266 Dilutive options outstanding, unvested stock units, unvested stock awards and ESPP — — — Denominator for diluted net loss per share - adjusted weighted average shares outstanding 29,136 27,983 27,266 Net loss per basic and fully diluted share $ (0.24) $ (1.29) $ (0.64) Weighted average antidilutive options, unvested restricted stock units and awards, unvested performance stock units and ESPP shares excluded from the computation 1,109 810 949 Average market price of common stock $ 3.03 $ 3.91 $ 5.87 For diluted loss income per share, the denominator includes all outstanding common shares and all potential dilutive common shares to be issued. The anti-dilutive stock options and unvested stock were excluded from the computation of diluted net loss per share for the fiscal years ended September 30, 2020, 2019 and 2018 due to the Company incurring a net loss for the period. Employee Stock Purchase Plan We maintain an Employee Stock Purchase Plan (“ESPP”) that provides employees an opportunity to purchase common stock through payroll deductions. The ESPP is a 6-month duration plan with new participation periods beginning on approximately February 25 and August 26 of each year. The purchase price is set at 85% of the average high and low market price of our common stock on either the first or last trading day of the participation period, whichever is lower, and annual contributions are limited to the lower of 10% of an employee’s compensation or $25,000. Per the amended ESPP and after giving effect to the special dividend paid in July 2016, the total number of shares of common stock on which options may be granted under the ESPP were 3,515,574 shares. We issue new shares of common stock to satisfy the issuance of shares under this stock-based compensation plan. Common stock issued under the ESPP during the fiscal years ended September 30, 2020, 2019 and 2018 totaled approximately 231,000, 197,000 and 171,000 shares, respectively. As of September 30, 2020, the total amount of common stock issued under the ESPP totaled 3,203,100 shares and the total shares remaining available for issuance under the ESPP totaled 312,474. Future Issuances As of September 30, 2020, we had common stock reserved for the following future issuances: Number of Common Stock Shares Available for Future Issuances Future Issuances Exercise of outstanding stock options 44,065 Unvested restricted stock units and awards 1,556,199 Unvested performance stock units and awards (at 200% maximum payout) 1,737,000 Purchases under the employee stock purchase plan 312,474 Issuance of stock-based awards under the Equity Plans 842,822 Purchases under the officer and director share purchase plan 88,741 Total reserved 4,581,301 |