Common Shares

6 Months Ended

Jun. 30, 2020

Common Shares

Common Shares

6. Common Shares

Equity Financing

Vista previously entered into an at-the-market offering agreement (the “ATM Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”), under which the Company may, but is not obligated to, issue and sell common shares of the Company (“Common Shares”) through Wainwright for aggregate sales proceeds of up to $10,000 (the “ATM Program”). No securities will be offered in Canada under the ATM Agreement. The ATM Agreement was amended in June 2020 to remain in force until terminated by either party. During the three months ended June 30, 2020 the Company sold 1,031,819 Common Shares under the ATM Program for net proceeds of $807. No offers or sales were made under the ATM Program during the six months ended June 30, 2019. Each sale under the ATM Agreement was made pursuant to an “at the market offering” as defined in Rule 415 under the United States Securities Act of 1933, as amended.

Warrants

All outstanding warrants totaling 6,514,625 expired unexercised in August 2019.

Stock-Based Compensation

The Company’s stock-based compensation plans include: restricted share units (“RSUs”) currently outstanding under the Company’s long term equity incentive plan (“LTIP”), deferred share units (“DSUs”) issuable pursuant to the Company’s deferred share unit plan (“DSU Plan”) and stock options (“Stock Options”) issuable under the Company’s stock option plan (the “Plan”). Stock-based compensation may be issued to our directors, officers, employees and consultants. The maximum number of Common Shares that may be reserved for issuance under these stock-based compensation plans is a variable number equal to 10% of the issued and outstanding Common Shares on a non-diluted basis at any one time. Vista also issued phantom units in 2018 to be settled in cash over a three-year term. Stock-based compensation and phantom units may be granted from time to time at the discretion of the Board of Directors of the Company (the “Board”), with vesting provisions as determined by the Board.

Stock-based compensation expense for the three and six months ended June 30, 2020 and 2019 was: 

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Restricted share units	$	180	$	126	$	331	$	127
Deferred share units		—		209		209		209
Stock Options		22		81		52		131
	$	202	$	416	$	592	$	467
Phantom units	$	35	$	22	$	34	$	44

As of June 30, 2020, unrecognized compensation expense for RSUs, Stock Options, and phantom units was $622, $12, and $60, respectively, which is expected to be recognized over weighted average periods of 1.3, 0.6, and 0.5 years, respectively.

Restricted Share Units

The following table summarizes RSU activity:

		Weighted average
	Number	grant-date fair
	of RSUs	value per RSU
Unvested - December 31, 2018	1,002,670	$	0.78
Granted	1,412,500		0.49
Cancelled/forfeited	(657,573)		0.76
Vested, net of shares withheld	(266,296)		0.84
Unvested - December 31, 2019	1,491,301	$	0.51
Granted	1,609,000		0.41
Cancelled/forfeited	(211,019)		0.57
Vested, net of shares withheld	(316,313)		0.57
Unvested - June 30, 2020	2,572,969	$	0.43

During the six months ended June 30, 2020 and 2019, the Company withheld Common Shares with an equivalent value to meet employee withholding tax obligations of $97 and $46, respectively, that resulted upon vesting of RSUs during the period. Common Shares withheld are considered cancelled/forfeited.

Deferred Share Units

The DSU Plan provides for granting of DSUs to non-employee directors. DSUs vest immediately, however the Company will issue one Common Share for each DSU only after the non-employee director has ceased to be a director of the Company. In March 2020, the Board granted 360,000 DSUs and the Company recognized $209 in DSU expense. In May 2019, the Board granted 366,000 DSUs and the Company recognized $209 in DSU expense.

The following table summarizes DSU activity:

		Weighted average
	Number of	grant-date fair
	DSUs	value per DSU
Unvested - December 31, 2018	—	—
Granted	366,000	0.57
Outstanding - December 31, 2019	366,000	0.57
Granted	360,000	0.58
Outstanding - June 30, 2020	726,000	0.57

Stock Options

The following table summarizes option activity:

				Weighted average
		Weighted average		remaining	Aggregate
	Number of	exercise price		contractual term	intrinsic
	options	per option		(years)	value
Outstanding - December 31, 2018	1,319,149		0.71	3.84	$	1
Granted	350,000		0.73
Exercised	(163,667)		0.54			33
Cancelled/Forfeited	(16,667)		0.75			—
Expired	(51,815)		0.70			2
Outstanding - December 31, 2019	1,437,000	$	0.73	3.49	$	35
Granted	50,000		0.51
Exercised	(50,000)		0.75			9
Cancelled/Forfeited	(70,000)		1.02			—
Outstanding - June 30, 2020	1,367,000	$	0.71	3.14	$	179
Exercisable - June 30, 2020	1,236,335	$	0.72	3.09	$	150

The following table summarizes unvested option activity:

				Weighted
		Weighted		average
		average		remaining
		grant-date		amortization
	Number of	fair value		period
	options	per option		(years)
Unvested - December 31, 2018	759,669	$	0.45	1.14
Granted	350,000		0.30
Cancelled/Forfeited	(35,000)		0.43
Vested	(560,665)		0.41
Unvested - December 31, 2019	514,004	$	0.40	0.61
Granted	50,000		0.20
Vested	(433,339)		0.40
Unvested - June 30, 2020	130,665	$	0.33	0.55

The fair value of stock options granted is estimated at the grant date using the Black-Scholes option pricing model. Option grants made during the six months ended June 30, 2020 and 2019 used the following weighted average assumptions:

	June 30,
	2020		2019
Expected volatility	64.1	%	61.1	%
Risk-free interest rate	0.3	%	2.0	%
Expected life (years)	2.6		2.8
Dividend yield	0	%	0	%
Forfeiture assumption	0	%	0	%

Phantom Units

A summary of unvested phantom units as of June 30, 2020 is set forth in the following table:

		Weighted average
		remaining
	Number of	vesting term
	phantom units	(years)
Unvested - December 31, 2018	265,000
Cancelled/forfeited	(32,667)
Vested	(88,333)
Unvested - December 31, 2019	144,000	1.00
Unvested - June 30, 2020	144,000	0.50

Earnings Per Share

The Company calculated quarter-to-date basic earnings per share for the three months ended June 30, 2020 as the difference between the loss per share of ($0.02) for the six months ended June 30, 2020 and the loss per share of ($0.03) for the three months ended March 31, 2020, resulting in $0.01 of basic net income per share for the three months ended June 30, 2020.