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STOCK-BASED COMPENSATION
3 Months Ended
Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
STOCK-BASED COMPENSATION

12. STOCK-BASED COMPENSATION

2009 Omnibus Incentive Plan

On February 27, 2009, the Company's Board of Directors approved the 2009 Omnibus Incentive Plan (the "2009 Plan") that provided the Company the ability to grant up to 2,437,744 of new stock incentive awards or options including Incentive and Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Performance based Restricted Stock, Share Awards, Phantom Stock and Cash Incentive Awards. Service, performance and market-based restricted stock awards are considered outstanding at the time of grant as the stockholder is entitled to voting rights and to receive any dividends declared subject to the loss of the right to receive accumulated dividends if the award is forfeited prior to vesting. Performance units and restricted stock units do not have voting rights. The stock incentive awards and options granted under the 2009 Plan generally expire at the earlier of a specified period after termination of service or the date specified by the Board or its designated committee at the date of grant, but not more than ten years from such grant date. On February 27, 2019, the 2009 plan expired and no additional grants will be made under this plan. Since the establishment of the 2009 Plan, the Board of Directors authorized and the Company's shareholders approved the allocation of additional shares of common stock to the 2009 Plan as follows:

 

Authorization Dates of 2009 Plan Additions

 

Number of

Common Stock

Shares Authorized

to 2009 Plan

 

February 27, 2009

 

 

2,437,744

 

May 26, 2011

 

 

1,000,000

 

May 23, 2012

 

 

1,122,930

 

May 23, 2013

 

 

2,317,000

 

May 20, 2014

 

 

500,000

 

June 12, 2015

 

 

1,200,000

 

May 27, 2017

 

 

1,900,000

 

 

2019 Omnibus Incentive Plan

On May 16, 2019, the Company's stockholders and Board of Directors approved the 2019 Omnibus Incentive Plan (the "2019 Plan") that provided the Company the ability to grant up to 2,350,000 of new stock incentive awards or options including Incentive and Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Performance based Restricted Stock, Share Awards, Phantom Stock and Cash Incentive Awards. Service, performance and market-based restricted stock awards are considered outstanding at the time of grant as the stockholder is entitled to voting rights and to receive any dividends declared subject to the loss of the right to receive accumulated dividends if the award is forfeited prior to vesting. Performance units and restricted stock units do not have voting rights. The stock incentive awards and options granted under the 2019 Plan generally expire at the earlier of a specified period after termination of service or the date specified by the Board or its designated committee at the date of grant, but not more than ten years from such grant date. At March 31, 2020 there were 1,369,882 shares available for future grant under the 2019 Plan.

Valuation Assumptions

The determination of fair value of our stock-based awards is affected by assumptions regarding subjective and complex variables. Generally, our assumptions are based on historical information and judgment is required to determine if historical trends may be indicators of future outcomes. In accordance with ASC 718, the fair value of stock-based awards to employees is calculated as of the date of grant. Compensation expense is then recognized over the requisite service period of the award. Stock-based compensation expense recognized is based on the estimated portion of the awards that is expected to vest. Estimated forfeiture rates are applied in the expense calculation. The Company determines the fair values of stock-based awards as follows:

 

Service-Based Restricted Stock Awards, Restricted Stock Units, Performance-Based Restricted Stock Awards, and Performance Share Units: Fair value is determined based on the quoted market price of our common stock on the date of grant.

 

Service-Based Stock Options and Performance-Based Stock Options: Fair value is determined using the Black-Scholes pricing model, which requires the use of estimates, including the risk-free interest rate, expected volatility, expected dividends, and expected term.

 

Market-Based Restricted Stock Awards and Market-Based Stock Options: The fair value of the market-based awards is determined using a Monte-Carlo simulation model. The Monte Carlo valuation also estimates the number of market-based awards that would be awarded which is reflected in the fair value on the grant date. There have been no market based awards or options granted in the periods presented.

For the three months ended March 31, 2020 and March 31, 2019, the fair value of stock options granted was calculated using the following assumptions in the Black-Scholes model:

 

 

 

Three months ended March 31,

 

 

2020

 

2019

Expected stock price volatility

 

none

 

none

Expected term of options

 

none

 

none

Expected dividend yield

 

none

 

none

Risk-free interest rate

 

none

 

none

 

Stock-Based Compensation Expense

Stock compensation expense associated with service-based equity awards is recognized in the statements of operations ratably over the requisite service period, which is the vesting period. If an award's service inception date precedes the grant date, compensation expense is initially measured at fair value at the service inception date based on probability of payout, and remeasured at subsequent reporting dates until all of the award’s key terms and conditions are known and the grant date is established. For equity awards granted with performance-based conditions, stock compensation expense is recognized in the statements of operations ratably for each vesting tranche based on the probability that operating performance conditions will be met and to what extent. Changes in the probability estimates associated with performance-based awards are accounted for in the period of change using a cumulative catch-up adjustment to retroactively apply the new probability estimates. In any period in which the Company determines that achievement of the performance metrics is not probable, the Company ceases recording compensation expense and all previously recognized compensation expense for the performance-based award is reversed. For equity awards granted with market-based conditions, stock compensation is recognized in the statements of operations ratably for each vesting tranche regardless of meeting or not meeting the market conditions.

The following table presents stock-based compensation expense included in the related financial statement line items (in thousands):

 

 

 

Three months ended March 31,

 

 

 

2020

 

 

2019

 

Cost of revenue

 

$

9

 

 

$

(32

)

Sales and marketing

 

 

610

 

 

 

202

 

Research & development

 

 

240

 

 

 

23

 

General and administrative

 

 

1,402

 

 

 

1,027

 

Total stock based compensation expense

 

$

2,261

 

 

$

1,220

 

 

The following table presents the future stock-based compensation expense, net of forfeitures, for each equity award category as of March 31, 2020 and the weighted average period over which the expense will be recognized:

 

 

 

Service-based

Restricted

Stock Awards

 

 

Service-based

Stock Options

 

 

Restricted

Stock Units

 

 

Performance

Stock Units

 

Unrecognized compensation expense, net of forfeitures (in thousands)

 

$

5,923

 

 

$

50

 

 

$

141

 

 

$

3,500

 

Weighted average period over which the above expense will be recognized (in years)

 

 

3.01

 

 

 

0.14

 

 

 

1.16

 

 

 

1.68

 

 

Service-Based Restricted Stock Awards

Shares of service-based restricted stock are generally recognized as expense ratably over the requisite service period of the awards, which is also the vesting period. Service-based restricted stock awards are granted at the discretion of the Board of Directors or the Compensation Committee (or its authorized member(s)) and generally vest over one-year, two-year or four -year period based upon required service conditions and do not have performance or market conditions. The Company's service-based restricted stock awards are accounted for as equity awards. The grant date fair value is based on the market price of the Company's common stock at the date of grant. The Company did not grant any restricted stock prior to April 2009.

The following table summarizes the Company's service-based restricted stock award activity from January 1, 2020 to March 31, 2020:

 

 

 

Service-based

Restricted Stock

Awards

 

 

Weighted

Average Grant

Date Fair

Value

 

 

Aggregate

Intrinsic Value

 

Non-vested service-based awards, January 1, 2020

 

 

343,010

 

 

$

12.77

 

 

$

4,379,414

 

Service-based awards granted

 

 

279,078

 

 

 

19.45

 

 

 

 

 

Service-based awards vested

 

 

(130,103

)

 

 

11.69

 

 

 

 

 

Service-based awards cancelled

 

 

(614

)

 

 

16.97

 

 

 

 

 

Non-vested Service-based awards, March 31, 2020

 

 

491,371

 

 

 

16.85

 

 

 

8,277,194

 

 

The following table summarizes the Company's weighted average grant date fair value and vested fair value for the three months ended March 31, 2020 and March 31, 2019:

 

 

 

Three months ended March 31,

 

 

 

2020

 

 

2019

 

Weighted-average grant-date fair value of service-based restricted stock awards granted

 

$

19.45

 

 

$

15.28

 

Fair value of service-based restricted stock awards vested (in thousands)

 

$

2,497

 

 

$

1,981

 

 

Performance-Based Restricted Stock Units

Beginning in the first quarter of 2017, the Company began granting annual performance-based restricted stock units ("PSUs") to certain employees which will become earned or eligible to vest based on the Company's achievement of certain pre-defined key operating performance goals during a one to three -year period. The number of PSUs earned or eligible to vest following the performance period is subject to approval by the Compensation Committee of the Board of Directors. Once earned, certain PSUs are then subject to additional service and vesting requirements, while certain PSUs vest shortly after being earned. PSUs were granted at "target" (at 100% of target). Based upon actual attainment of the operating performance results relative to target, actual issuance of PSUs can be eligible for vest anywhere between a maximum of 200% and 0% of the target number of PSUs originally granted.

The following table summarizes the Company's PSU activity from January 1, 2020 to March 31, 2020:

 

 

 

Performance

Stock Units

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Aggregate

Intrinsic

Value

 

Non-vested PSUs, January 1, 2020

 

 

615,614

 

 

$

13.84

 

 

$

11,167,238

 

PSUs granted

 

 

255,105

 

 

 

16.62

 

 

 

 

 

PSUs vested

 

 

(168,324

)

 

 

10.91

 

 

 

 

 

PSUs cancelled

 

 

(102,753

)

 

 

14.71

 

 

 

 

 

Non-vested PSUs, March 31, 2020

 

 

599,642

 

 

$

15.69

 

 

$

8,406,981

 

 

The following table summarizes the Company's weighted average grant date fair value and fair value of PSUs vested for the three months ended March 31, 2020 and March 31, 2019:

 

 

 

Three months ended March 31,

 

 

 

2020

 

 

2019

 

Weighted average grant date fair value of PSUs granted

 

$

16.62

 

 

$

15.21

 

Fair value of PSUs vested (in thousands)

 

$

2,302

 

 

$

3,120

 

 

Service-Based Stock Options

Service-based stock options are granted at the discretion of the Board of Directors or the Compensation Committee (or its authorized member(s)) and expire 10 years from the date of the grant. Service-based stock options to directors generally vest quarterly over a one year period based upon required service conditions and do not have performance or market conditions. The aggregate intrinsic value disclosed below represents the total intrinsic value (the difference between the fair market value of the Company's common stock as of March 31, 2020, and the exercise price, multiplied by the number of in-the-money service-based stock options) that would have been received by the option holders had all option holders exercised their options on March 31, 2020. This amount is subject to change based on changes to the fair market value of the Company's common stock.

The following table summarizes the Company's service-based stock option activity from January 1, 2020 to March 31, 2020:

 

 

 

Service-based

Options

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Contractual

Life (years)

 

 

Aggregate

Intrinsic

Value

 

Service-based options outstanding, January 1, 2020

 

 

1,081,592

 

 

$

10.06

 

 

 

5.57

 

 

$

9,022,107

 

Service-based options granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service-based options exercised

 

 

(5,625

)

 

 

7.47

 

 

 

 

 

 

 

 

 

Service-based options cancelled

 

 

(6,474

)

 

 

25.99

 

 

 

 

 

 

 

 

 

Service-based options outstanding, March 31, 2020

 

 

1,069,493

 

 

 

9.98

 

 

 

5.35

 

 

 

4,967,549

 

Vested and expected to vest at March 31, 2020

 

 

1,069,407

 

 

 

9.98

 

 

 

5.35

 

 

 

4,967,549

 

Exercisable at March 31, 2020

 

 

1,057,766

 

 

 

9.84

 

 

 

5.30

 

 

$

4,967,549

 

 

The following table summarizes the Company's weighted average grant date fair value and intrinsic value of options exercised for the three months ended March 31, 2020 and March 31, 2019:

 

 

 

Three months ended March 31,

 

 

 

2020

 

 

2019

 

Weighted average grant date fair value of service-based stock options granted

 

$

 

 

$

 

Intrinsic value of options exercised (in thousands)

 

$

113

 

 

$

1,342

 

 

Restricted Stock Units

Restricted stock units are granted to members of the Board of Directors as part of their compensation packages. Restricted stock units to directors convert to common stock following the separation of service with the Company. Director restricted stock units vest quarterly over a one year period from the date of grant. The Company also grants restricted stock units to international employees which typically vest over a two-year or four-year period. Restricted stock unit expense is recognized ratably over the vesting period. The Company's restricted stock units are accounted for as equity awards. The grant date fair value is based on the market price of the Company's common stock at the date of grant. The Company did not grant any restricted stock units prior to April 2009.

The following table summarizes the Company's restricted stock unit activity from January 1, 2020 to March 31, 2020:

 

 

 

Restricted Stock

Units

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Aggregate

Intrinsic

Value

 

Units outstanding, January 1, 2020

 

 

265,913

 

 

$

12.56

 

 

$

4,823,662

 

Units granted

 

 

2,422

 

 

 

19.58

 

 

 

 

 

Units released

 

 

(432

)

 

 

15.11

 

 

 

 

 

Units cancelled

 

 

 

 

 

 

 

 

 

 

Units outstanding, March 31, 2020

 

 

267,903

 

 

 

12.62

 

 

 

3,756,000

 

Vested and expected to vest at March 31, 2020

 

 

266,858

 

 

 

12.60

 

 

 

3,741,344

 

Vested and deferred at March 31, 2020

 

 

256,294

 

 

$

12.22

 

 

$

3,593,242

 

 

The following table summarizes the Company's weighted average grant date fair value and fair value of units converted for the three months ended March 31, 2020 and March 31, 2019:

 

 

 

Three months ended March 31,

 

 

 

2020

 

 

2019

 

Weighted average grant date fair value of restricted stock units granted

 

$

19.58

 

 

$

15.11

 

Fair value of restricted stock units converted (in thousands)

 

$

8

 

 

$

 

 

CEO 2016 Performance and Market Conditioned Restricted Stock Awards and Stock Options Grants

On April 4, 2016, the Company named Mr. John Hass as President, CEO and Chairman of the Board. In conjunction with his appointment, the Compensation Committee approved a stock-based compensation package for Mr. Hass aimed to provide significant reward potential for achieving outstanding Company operating performance results and building stockholder value. The package was comprised of 70,423 performance-based restricted stock awards (PRSAs), 314,465 performance-based stock options (PSOs), 70,423 market-based restricted stock awards (MRSAs), and 314,465 market-based stock options (MSOs). The April 4, 2016 grant date fair values associated with these grants were $7.10, $3.24, $6.17 and $0.94, respectively.

On February 20, 2017, the Compensation Committee approved 64,719 PRSAs and 144,497 PSOs as eligible for further service vesting requirements. The non-eligible 5,704 and 169,968 PRSAs and PSOs, respectively, were cancelled as of February 20, 2017. PRSAs and PSOs vested 50%, 25% and 25% on April 4, 2017, 2018 and 2019, respectively. As of March 31, 2020, all PRSAs and PSOs were vested. As of March 31, 2020, no PSOs have been exercised.

On February 22, 2018, the Compensation Committee approved the maximum quantity of 140,846 MRSAs and 314,465 MSOs as eligible for further service vesting requirements. MRSAs and MSOs vest annually on a pro-rata basis over three years beginning April 4, 2018. As of March 31, 2020, 46,948 MRSAs were unvested and 104,821 MSOs were unvested, but will vest on April 4, 2020. As of March 31, 2020, no MSOs have been exercised. As of March 31, 2020, future compensation cost related to the non-vested portion of the MRSAs and MSOs not yet recognized in the consolidated statement of operations was less than $0.1 million and the remaining expense will be recognized in the second quarter of 2020.