Stock Options and Stock-based Employee Compensation | 3. Stock Options and Stock-Based Employee Compensation Below is a summary of common stock options outstanding at December 31, 2018: Authorized Shares Options Outstanding Options Vested Available for Grant Employee and Director Stock Option Plans: 2004 Stock Option Plan 5,000,000 230,000 230,000 — 2006 Director’s Stock Option Plan 1,100,000 55,000 55,000 — 2012 Incentive Plan 6,300,000 638,823 532,573 — 2018 Omnibus Incentive Plan 6,000,000 — — 5,875,000 Total 18,400,000 923,823 817,573 5,875,000 Under all of our stock option plans, new shares are issued when options are exercised. Employee and Director Stock- Based Plans We have non-qualified stock options outstanding to employees and directors under various stock option plans. The plans require the exercise price of options granted under these plans to equal or exceed the fair market value of the Company’s common stock on the date of grant. The options, subject to termination of employment, generally expire ten years from the date of grant. Historically, our employee options and equity awards typically vested pro-rata and quarterly over three years. Stock-based grants to employees, officers and directors frequently contain accelerated vesting provisions upon the occurrence of a change of control, as defined in the applicable option agreements. Under the terms of the 2018 Omnibus Incentive Plan approved by our shareholders during our annual meeting held on June 6, 2018, (the “2018 Plan”), 6,000,000 shares are available for issuance. Awards issued under the 2018 Plan typically vest pro-rata and quarterly over four years. Under the terms of the 2012 Incentive Plan adopted by our Board of Directors on April 13, 2012 (the “2012 Plan”), 2,700,000 shares are available for issuance, plus a number of additional shares (not to exceed 1,327,000) underlying options outstanding under certain of the Company’s prior equity plans that thereafter terminate or expire unexercised, or are cancelled, forfeited, or lapse for any reason. Our shareholders approved an Amended and Restated 2012 Incentive Plan during our annual meeting held June 24, 2015, increasing the number of shares available for grant by 3,600,000. Awards issued under the 2012 Plan typically vest pro-rata and quarterly over four years. Accounting Treatment We use the straight-line amortization method for recognizing stock option compensation costs. Our share-based awards include (i) stock options, (ii) restricted stock awards, some of which are subject to time-based vesting (“Restricted Stock”) and some of which are subject to performance-based vesting (“Performance Stock”), and (iii) restricted stock units, some of which are subject to time-based vesting (“RSUs”) and some of which are subject to performance-based vesting (“Performance RSUs”). For the twelve months ended December 31, 2018, 2017, and 2016, respectively, the total stock-based compensation expense resulting from stock options, Restricted Stock, RSUs, Performance RSUs, and Performance Stock was recorded to the following line items of our consolidated statements of operations: Year Ended December 31, (In thousands) 2018 2017 2016 Cost of revenue $ 327 $ 304 $ 186 Research and development expenses 469 374 246 Selling, general and administrative expenses 2,522 2,196 1,351 Stock-based compensation expense $ 3,318 $ 2,874 $ 1,783 Our stock-based compensation expense has increased yearly due to program expansion associated with our Company growth. Our 2017 stock-based compensation expense includes $292 thousand related to accelerated vesting of awards associated with executive departures. Our 2016 stock-based compensation expense includes $280 thousand related to the accelerated vesting of awards related to our CFO transition. A deferred tax asset of $673 thousand, $824 thousand, and $506 thousand, resulting from stock-based compensation expense associated with awards relating to the Company’s U.S. operations, was recorded for the twelve months ended December 31, 2018, 2017, and 2016, respectively. As of December 31, 2018, there was $5.2 million of total unrecognized stock-based compensation related to non-vested share-based compensation awards granted under the stock award plans. This cost is expected to be recognized over a weighted average period of 1.5 years. We use the Black-Scholes Option Pricing Model (“BSOPM”) to determine the fair value of option grants. The Company uses the “historical” method to calculate the estimated life of any options that may be granted. The expected stock price volatility is calculated by averaging the historical volatility of the Company’s common stock over a term equal to the expected life of the options. We did not grant options in 2018. We granted 30,750 options in 2017 and 373,187 options in 2016. The following weighted average assumptions were applied in determining the fair value of options granted during the respective periods: Year Ended December 31, 2018 2017 2016 Risk-free interest rate — 2.02 % 1.21 % Expected option life (years) — 5.7 5.3 Expected stock price volatility — 42 % 44 % Expected dividend yield — — — Fair value of options granted $ — $ 2.06 $ 1.51 The assumptions used in the BSOPM valuation are critical as a change in any given factor could have a material impact on the financial results of the Company. The weighted average grant-date fair value of awards of restricted stock and restricted stock units is based on quoted market price of the Company’s common stock on the date of grant. Stock Option Activity The following is a summary of all stock option transactions for the three years ended December 31, 2018: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Yrs) Outstanding at January 1, 2016 1,774,552 $ 3.65 Granted at market price 373,187 $ 3.70 Cancelled or expired (63,700 ) $ 3.95 Exercised (123,760 ) $ 1.66 Outstanding at December 31, 2016 1,960,279 $ 3.78 Granted at market price 30,750 $ 4.96 Cancelled or expired (37,412 ) $ 4.71 Exercised (932,303 ) $ 4.51 Outstanding at December 31, 2017 1,021,314 $ 3.11 Granted at market price — $ 0.00 Cancelled or expired (7,480 ) $ 4.04 Exercised (90,011 ) $ 1.83 Outstanding at December 31, 2018 923,823 $ 3.23 4.76 Options exercisable at December 31, 2018 817,573 $ 3.16 4.43 At December 31, 2018, all 923,823 options outstanding and all 817,573 options exercisable had an exercise price lower than the market value of the Company’s common stock. The aggregate intrinsic value of these options was $2.3 million and $2.1 million, respectively. At December 31, 2017, 983,564 options outstanding and 802,314 options exercisable had an exercise price lower than the market value of the Company’s common stock. The aggregate intrinsic value of these options was $1.3 million and $1.2 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2018 and 2017, was $334 thousand and $914 thousand , respectively. Summarized information about stock options outstanding at December 31, 2018, is as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $2.00 - $3.49 431,813 2.90 $ 2.58 431,813 $ 2.58 $3.50 - $4.99 492,010 6.40 $ 3.80 385,760 $ 3.82 923,823 4.76 $ 3.23 817,573 $ 3.16 There were 832,376 and 1,685,732 exercisable options at December 31, 2017 and 2016, respectively. Restricted Stock Activity The following is a summary of all Restricted Stock activity during the three years ended December 31, 2018: Restricted Shares Weighted Average Fair Value Non-vested restricted stock at January 1, 2016 423,250 $ 3.91 Granted at market price 573,461 $ 3.75 Vested (292,469 ) $ 3.50 Cancelled (15,000 ) $ 4.11 Non-vested restricted stock at December 31, 2016 689,242 $ 3.94 Granted at market price 665,623 $ 5.02 Vested (251,956 ) $ 4.00 Cancelled (20,000 ) $ 4.96 Non-vested restricted stock at December 31, 2017 1,082,909 $ 4.57 Granted at market price 842,546 $ 4.53 Vested (419,452 ) $ 4.44 Cancelled (151,003 ) $ 4.77 Non-vested restricted stock at December 31, 2018 1,355,000 $ 4.71 Restricted Stock Unit Activity The following is a summary of all RSU activity during the three years ended December 31, 2018: Restricted Stock Units Weighted Average Fair Value Non-vested restricted stock units at January 1, 2016 299,500 $ 3.79 Granted at market price 38,500 $ 3.74 Vested (179,914 ) $ 3.66 Cancelled — $ — Non-vested restricted stock units at December 31, 2016 158,086 $ 3.92 Granted at market price 54,500 $ 4.96 Vested (126,167 ) $ 4.07 Cancelled — $ — Non-vested restricted stock units at December 31, 2017 86,419 $ 4.36 Granted at market price 36,500 $ 4.57 Vested (50,751 ) $ 4.18 Cancelled — $ — Non-vested restricted stock units at December 31, 2018 72,168 $ 4.59 Performance RSU Activity The following is a summary of all Performance RSU activity during the three years ended December 31, 2018: Restricted Stock Units Weighted Average Fair Value Non-vested performance RSUs at January 1, 2016 182,500 $ 3.88 Granted at market price 22,500 $ 3.61 Vested (97,428 ) $ 3.88 Forfeited (16,741 ) $ 3.88 Non-vested performance RSUs at December 31, 2016 90,831 $ 3.81 Granted at market price 11,500 $ 4.96 Vested (20,999 ) $ 4.08 Forfeited (41,668 ) $ 3.83 Non-vested performance RSUs at December 31, 2017 39,664 $ 3.98 Granted at market price 5,500 $ 4.04 Vested (32,665 ) $ 3.91 Forfeited — $ 0.00 Non-vested performance RSUs at December 31, 2018 12,499 $ 4.20 Performance Stock Activity The following is a summary of all Performance Stock activity during the three years ended December 31, 2018: Restricted Stock Units Weighted Average Fair Value Non-vested performance stock at January 1, 2016 — — Granted at market price 141,500 $ 3.61 Vested (20,000 ) $ 3.61 Forfeited — — Non-vested performance stock at December 31, 2016 121,500 $ 3.61 Granted at market price 112,112 $ 4.96 Vested — — Forfeited (40,502 ) $ 3.61 Non-vested performance stock at December 31, 2017 193,110 $ 4.39 Granted at market price 153,723 $ 4.04 Vested (77,874 ) $ 4.26 Forfeited (13,333 ) $ 4.50 Non-vested performance stock at December 31, 2018 255,626 $ 4.22 The weighted average grant-date fair value of awards of Restricted Stock, RSUs, Performance RSU’s, and Performance Stock is based on the quoted market price of the Company’s common stock on the date of grant. |