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Note 13 - Stock Compensation Plan
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]
1
3
. Stock Compensation Plan
 
On
April 
4,
2002,
our shareholders and Board of Directors adopted the
2002
Equity Incentive Plan (
“2002
Plan”). The
2002
Plan provides for the grant of stock options to officers, employees, consultants and directors of the Company and its subsidiaries. A total of
10,000,000
shares of our common stock
may
be granted under the
2002
Plan. The
2002
Plan expired by its terms in
April 2012,
but it will remain in effect only with respect to the equity awards that have been granted prior to its expiration. As of
December 31, 2019,
there were
69,000
options outstanding under the
2002
Plan.
 
On
June 28, 2012,
the Company adopted the
2012
Equity Incentive Plan (
“2012
Plan”), with the approval of the shareholders, which provided for the grant of stock options to officers, employees, consultants and directors of the Company and its subsidiaries. The
2012
Plan provides for the granting to employees of incentive stock options within the meaning of Section
422
of the Internal Revenue Code of
1986,
as amended, and for the granting to employees and consultants of non-statutory stock options. In addition, the Plan permits the granting of stock appreciation rights, or SARs, with or independently of options, as well as stock bonuses and rights to purchase restricted stock. A total of
30,000,000
shares of the Company’s common stock
may
be granted under the
2012
Equity Incentive Plan, and all options granted under this plan had exercise prices that were equal to the fair market value on the date of grant. During
2019,
the Company did
not
grant any option awards under the
2012
Plan, with total options outstanding of
6,930,445
as of
December 31, 2019.
 
On
January 27, 2015,
the Company adopted its
2015
Equity Incentive Plan (
“2015
Plan”), which provided for the grant of stock options to officers, employees, consultants and directors of the Company and its subsidiaries. A total of
40,000,000
shares of the Company’s common stock are available for issuance under the
2015
Plan. All options granted under the
2015
Plan had exercise prices that were equal to the fair market value on the dates of grant. During
2019,
the Company did
not
grant any option awards under the
2015
Plan, with total options outstanding of
12,341,667
as of
December 31, 2019.
 
FASB ASC
718,
Compensation – Stock Compensation,
requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Under ASC
718,
the Company is required to measure the cost of employee services received in exchange for stock options and similar awards based on the grant-date fair value of the award and recognize this cost in the income statement over the period during which an employee is required to provide service in exchange for the award. The Company recorded
$535
and
$924
for the years ended
December 31, 2019
and
2018,
respectively, of non-cash charges for stock compensation related to amortization of the fair value of restricted stock and unvested stock options. The total compensation costs related to non-vested awards
not
yet recognized were
$559
and
$1,278
for the years ended
December 31, 2019
and
2018,
respectively.
 
The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model with the assumptions noted in the following table.
 
   
December 31,
 
   
2019
   
2018
 
                     
Expected volatility
   
-
     
64.92%
-
99.30%
 
Expected dividends
   
 
     
 
-
 
 
Expected term (in years)
   
-
     
0.50
-
6.20
 
Risk-free rate
   
-
     
2.07%
-
2.97%
 
 
Expected volatilities are based on historical volatility expected over the expected life of the options. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. A forfeiture rate of
23.43%
was used for options granted during the year ended
December 31, 2018.
No
options were granted during the year ended
December 31, 2019.
The risk free rate used for the period within the expected life of the options is based on U.S. Treasury rates in effect at the time of grant.
 
The following table summarizes the Company’s stock option transactions for the years ended
December 31, 2019
and
2018:
 
   
Number of
Shares
   
Weighted Average
Exercise Price
   
Weighted
Average
Remaining
Contractual
Term
   
Aggregate
Intrinsic
Value
 
   
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
 
Options outstanding at December 31, 2017
   
34,434,994
    $
0.17
     
 
     
 
 
Granted
   
9,127,175
     
0.17
     
 
     
 
 
Exercised
   
(5,438,716
)    
0.09
     
 
     
 
 
Forfeited
   
(8,479,583
)    
0.21
     
 
     
 
 
Expired
   
(812,700
)    
0.29
     
 
     
 
 
Options outstanding at December 31, 2018
   
28,831,170
     
0.17
     
 
     
 
 
Granted
   
-
     
-
     
 
     
 
 
Exercised
   
(243,125
)    
0.09
     
 
     
 
 
Forfeited
   
(8,796,775
)    
0.18
     
 
     
 
 
Expired
   
(450,158
)    
0.20
     
 
     
 
 
Options outstanding at December 31, 2019
   
19,341,112
    $
0.17
     
6.4
    $
118
 
Options exercisable at December 31, 2019
   
13,455,439
    $
0.18
     
5.6
    $
100
 
Options unvested at December 31, 2019
   
5,885,673
    $
0.16
     
8.2
    $
18
 
Options vested or expected to vest at December 31, 2019
   
17,919,954
    $
0.17
     
6.2
    $
117
 
 
The following table provides supplemental data on stock options for the years ended
December 31, 2019
and
2018:
 
   
December 31,
 
   
2019
   
2018
 
                 
Weighted average grant date fair value per option granted
  $
-
    $
0.13
 
Fair value of options vested
   
644
     
911
 
Cash from participants to exercise stock options
   
21
     
463
 
Intrinsic value of options exercised
   
13
     
537
 
 
The following table summarizes the Company’s stock options outstanding and exercisable by ranges of option prices as of
December 31, 2019:
 
Options Outstanding
   
Options Exercisable
 
Range of
Exercise Prices
   
Numbers of
Options
Outstanding
   
Weighted
Average
Remaining
Contractual
Life (Years)
   
Weighted
Average
Exercise Price
   
Number of
Options
Exercisable
   
Weighted
Average
Remaining
Contractual
Life (Years)
   
Weighted
Average
Exercise Price
 
                                                         
  $0.00
-
0.10
     
4,093,777
     
4.86
    $
0.07
     
3,550,111
     
4.66
    $
0.07
 
  $0.11
-
0.38
     
15,247,335
     
6.83
     
0.20
     
9,905,328
     
5.98
     
0.21
 
                                                         
 
 
Total
 
     
19,341,112
     
 
     
 
     
13,455,439
     
 
     
 
 
 
The Company’s non-vested options at the beginning and ending of fiscal year
2019
had weighted-average grant-date fair values of
$0.14
and
$0.13
per option, respectively.
 
In connection with the separation of former executives and directors, the Company has modified previously granted equity awards to allow for the acceleration of vesting of equity awards, and the extension of the timing to exercise vested awards, following the respective separation dates. The Company incurred incremental stock-based compensation expense of
$0
and
$66
during the years ended
December 31, 2019
and
2018,
respectively.