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Note 6 - Shareholders' Equity
9 Months Ended
Sep. 30, 2022
Notes to Financial Statements  
Shareholders' Equity and Share-Based Payments [Text Block]

6. Shareholders’ Equity

 

Equity Compensation Plans

 

We have a stock plan (the “Stock Plan”) for equity awards to eligible service providers and an inducement stock plan for newly hired employees (the “Inducement Plan”) (collectively the “Plans”). We stopped using the Inducement Plan in 2019, although it continues to govern outstanding awards granted under it. Under the Stock Plan, stock options  may be granted with a fixed exercise price that is equivalent to the fair market value of our common stock on the date of grant. These options have a term of up to 10 years and vest over a predetermined period, generally four years. Incentive stock options granted under the Stock Plan  may only be granted to our employees. The Stock Plan also allows for awards of non-qualified stock options, stock appreciation rights, restricted and unrestricted stock awards, RSUs and performance-based restricted stock units ("PSUs").

 

Stock-Based Compensation

 

The estimated fair value of stock-based awards is recognized as compensation expense over the vesting period of the award, net of estimated forfeitures. We estimate forfeitures based on historical experience and expected future activity. The fair value of RSUs is determined based on the number of shares granted and the quoted price of our common stock on the date of grant. The fair value of PSUs is estimated at the grant date based on the fair value of each vesting tranche as calculated by a Monte Carlo simulation. The fair value of stock options is estimated at the grant date based on the fair value of each vesting tranche as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. The BSM model requires various highly judgmental assumptions including expected volatility and option life. If any of the assumptions used in the BSM model change significantly, stock-based compensation expense  may differ materially in the future from that recorded in the current period. The fair values of our stock option grants were estimated with the following weighted average assumptions:

 

  Three Months Ended September 30,  Nine Months Ended September 30, 
  

2022

  

2021

  

2022

  

2021

 

Dividend yield

  0%  0%  0%  0%

Expected life (years)

  4.9   4.9   4.9   4.9 

Expected volatility

  110%  111%  110%  111%

Risk-free interest rate

  3.3%  0.6%  2.7%  0.6%

 

The impact on our results of operations from stock-based compensation expense was as follows (in thousands):

 

  Three Months Ended September 30,  Nine Months Ended September 30, 
  

2022

  

2021

  

2022

  

2021

 

Cost of revenue — Edge to Cloud

 $4  $6  $13  $30 

Selling, general and administrative

  178   188   279   515 

Research and development

  2   24   6   51 

Total stock-based compensation expense

 $184  $218  $298  $596 

 

Stock Option Activity

 

The following table summarizes stock option activity under the Plans:

 

          

Weighted

     
          

Average

     
      

Weighted

  

Remaining

     
      Average  Contractual  Aggregate 
  

Number of

  

Exercise

  

Life

  

Intrinsic

 
  

Shares

  

Price

  

(in years)

  

Value

 

Balance at December 31, 2021

  1,664,014  $2.07   6.64  $405,223 

Granted

  91,500   1.66         

Exercised

  (67,500)  1.16         

Forfeited

  (65,604)  1.77         

Expired

  (63,213)  3.29         

Balance at September 30, 2022

  1,559,197   2.05   6.42   51,822 

Vested and expected to vest at September 30, 2022

  1,524,158   2.06   6.38   50,527 

Exercisable at September 30, 2022

  1,097,797   2.26   5.85   31,799 

 

At September 30, 2022, total compensation cost related to stock options granted but not yet recognized, net of estimated forfeitures, was $169,706. This cost will be amortized on the straight-line method over a weighted-average period of approximately 0.9 years. The following table summarizes certain information about stock options:

 

  Three Months Ended September 30,  Nine Months Ended September 30, 
  

2022

  

2021

  

2022

  

2021

 

Weighted average grant-date fair value of options granted during the period

 $1.40  $2.75  $1.66  $2.88 

Options in-the-money (in shares)

  222,373   629,272   222,373   629,272 

Aggregate intrinsic value of options exercised during the period

 $1.02  $1.20  $1.16  $1.88 

 

The aggregate intrinsic value represents the difference between the exercise price of the underlying options and the quoted price of our common stock for the number of options exercised during the periods indicated. We issue new shares of common stock upon exercise of stock options.

 

Restricted Stock Unit Activity

 

The following table summarizes RSU activity under the Plans:

 

  

Number of

  

Weighted Average

 
  

Shares

  

Award Price

 

Unvested at December 31, 2021

  34,614  $2.72 

Granted

  83,221   3.25 

Vested

  (51,921)  2.90 

Forfeited

      

Unvested at September 30, 2022

  65,914   3.25 

Expected to vest after September 30, 2022

  65,914   3.25 

 

At September 30, 2022, total compensation cost not yet recognized related to granted RSUs was approximately $141,416, net of estimated forfeitures. This cost will be amortized on the straight-line method over a weighted-average period of approximately 0.5 years.

 

Performance Stock Units

 

In January 2021, we awarded PSUs to Messrs. Derrickson and Wheaton. The PSUs vest based on a combination of Bsquare's stock price performance and Messrs. Derrickson's and Wheaton's continued service. The first vesting measurement date was  January 5, 2022 and the final measurement date is  July 5, 2025. We estimated the fair value of the awards utilizing Monte Carlo simulations, and we record the expense in the selling, general and administrative line of our consolidated statement of operations. For the three months ended September 30, 2022 and 2021, we recorded expense of approximately $8,100 and $17,000, respectively. For the nine months ended September 30, 2022 and 2021, we recorded expense of approximately $29,100 and $51,000, respectively. At September 30, 2022, total compensation cost not yet recognized related to granted PSUs was approximately $30,200 and will be amortized over a weighted-average period of approximately 2.8 years.

 

In January 2022, the Compensation Committee of the board of directors (the "Committee") amended the PSU agreements, updating the definition of stock price performance, and reducing the total number of PSUs available to Messrs. Derrickson and Wheaton by 50,000 and 33,333 shares of common stock, respectively (the "2021 Shares"). In lieu of any claim to the 2021 Shares, each of Messrs. Derrickson and Wheaton received in February 2022 a cash settlement in an amount equal to the number of 2021 Shares multiplied by the closing price per share on January 5, 2022. Because the cash settlement was equal to the fair value of the 2021 Shares, we recognized the cash settlement as a charge to equity in the amount paid to repurchase the 2021 Shares.

 

Common Stock Reserved for Future Issuance

 

The following table summarizes our shares of common stock reserved for future issuance under the Plans as of September 30, 2022:

 

  

September 30, 2022

 

Stock options outstanding

  1,559,197 

Restricted stock units and performance stock units outstanding

  482,914 

Stock options and restricted stock units available for future grant

  926,051 

Common stock reserved for future issuance

  2,968,162