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Note 6 - Shareholders' Equity
9 Months Ended
Sep. 30, 2023
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, and we account for forfeitures as they occur. 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 significant judgment and 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,

 
  

2023

  

2022

  

2023

  

2022

 

Dividend yield

  0%  0%  0%  0%

Expected life (years)

  6.2   4.9   6.2   4.9 

Expected volatility

  93%  110%  93%  110%

Risk-free interest rate

  3.8%  3.3%  3.8%  2.7%

 

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,

 
  

2023

  

2022

  

2023

  

2022

 

Cost of revenue — Edge to Cloud

 $1  $4  $5  $13 

Selling, general and administrative

  152   178   226   279 

Research and development

  1   2   2   6 

Total stock-based compensation expense

 $154  $184  $233  $298 

 

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, 2022

  1,539,278  $2.05   5.17  $43,783 

Granted

  5,000   1.17         

Exercised

  (26,198)  1.02         

Forfeited

  (46,890)  1.35         

Expired

  (287,218)  2.15         

Balance at September 30, 2023

  1,183,972   2.08   5.67   41,866 

Vested and expected to vest at September 30, 2023

  1,183,972   2.08   5.67   41,866 

Exercisable at September 30, 2023

  1,025,464   2.16   5.38   36,283 

 

At September 30, 2023, total compensation cost related to stock options granted but not yet recognized was $51,000. This cost will be amortized on the straight-line method over a weighted-average period of approximately 0.8 years. The following table summarizes certain information about stock options:

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

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

  n/a  $1.40  $0.90  $1.66 

Options in-the-money (in shares)

  237,147   222,373   237,147   222,373 

Aggregate intrinsic value of options exercised during the period

  311  $1.02  $4,008  $1.16 

 

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, 2022

  45,109  $3.25 

Granted

  84,612   3.25 

Vested

  (58,570)  3.25 

Forfeited

  (7,692)  3.25 

Unvested at September 30, 2023

  63,459   3.25 

Expected to vest after September 30, 2023

  63,459   3.25 

 

At September 30, 2023, total compensation cost not yet recognized related to granted RSUs was approximately $119,000. 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 Performance Stock Units (“PSUs”) to Mr. Derrickson, President and CEO, and Mr. Wheaton, CFO at the time. The PSUs vest based on a combination of Bsquare’s stock price performance and continued service. The first vesting measurement date was  January 5, 2022 and the final measurement date is  July 5, 2025.

 

In January 2022, the Compensation Committee (the “Committee”) of the board of directors (the “Board”) 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.

 

Mr. Wheaton resigned as CFO in February 2023 and, accordingly, during the first quarter of 2023, we reversed $18,000 of expense related to his PSU award. At June 30, 2023, there was no unrecognized compensation cost related to Mr. Wheaton’s PSU award, and the shares that were subject to release have been forfeited.

 

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 and nine months ended September 30, 2023, we recorded expense of approximately $2,300 and $8,600, respectively, related to Mr. Derrickson’s PSU award. For the three and nine months ended September 30, 2022, we recorded total PSU expense of approximately $8,100 and $29,100, respectively. At September 30, 2023, total compensation cost not yet recognized related to Mr. Derrickson’s granted PSUs was approximately $5,400 and will be amortized over a weighted-average period of approximately 1.8 years.

 

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, 2023:

 

  

September 30, 2023

 

Stock options outstanding

  1,183,972 

Restricted stock units and performance stock units outstanding

  313,459 

Stock options and restricted stock units available for future grant

  836,131 

Common stock reserved for future issuance

  2,333,562 

 

Share Repurchase Program

 

In November 2022, our Board of Directors authorized a share repurchase program (the “Program”) pursuant to which we could repurchase up to $5.0 million of our common stock. The Program expired on June 30, 2023 and was not renewed.

 

During the nine months ended  September 30, 2023, we repurchased 552,147 shares for $0.7 million. Since program inception, we have repurchased 731,004 shares for $0.9 million.