• Filing Date: 2021-03-30
  • Form Type: 10-K
  • Description: Annual report
v3.21.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation

Equity Compensation Plan

 

We adopted the amended and restated 2010 Equity and Performance Incentive Plan (the “2010 Plan”), effective as of May 19, 2010. Under the 2010 Plan, the number of shares of Common Stock that may be issued will not exceed in the aggregate 1,666,666 shares of Common Stock plus the number of shares of common stock relating to prior awards under the 2000 Omnibus Equity Incentive Plan that expire, are forfeited or are cancelled after the adoption of the 2010 Plan, subject to adjustment as provided in the 2010 Plan. Pursuant to approval from our shareholders, the number of shares of common stock that may be issued under the 2010 Plan was increased by 750,000 shares of common stock in May 2013 and 333,333 shares in June 2016. No grants will be made under the 2010 Plan after the tenth anniversary of its effective date. At the 2020 Annual Meeting, our stockholders approved the amendment and restatement of the 2010 Plan (such plan, after the amendment and restatement is now the Third Amended and Restated 2010 Equity and Performance Incentive Plan, referred to herein as the “Restated Plan”). The purpose of amending the 2010 Plan was (i) to increase the number of shares of common stock available for issuance under the Restated Plan by 2,000,000 shares, (ii) to extend the term of the 2010 Plan, which otherwise would have expired on May 19, 2020, so that the Restated Plan will continue until terminated by the Board in its discretion, and (iii) to eliminate obsolete provisions while adding other provisions consistent with certain compensation and governance best practices. As of December 31, 2020, approximately 4.0 million shares remain available for grant under the Restated Plan.

 

We adopted the 2014 Inducement Award Plan (the “Inducement Plan”), effective as of May 13, 2014. Under the Inducement Plan, the number of shares of common stock that may be issued will not exceed in the aggregate 666,666 shares of common stock. As of December 31, 2020, approximately 0.2 million shares remain available for grant under the Inducement Plan.

 

Employee Stock Purchase Plan

 

Effective May 15, 2011, our Board and stockholders approved an ESPP and reserved 333,333 shares of our common stock for issuance. The ESPP was established to advance our interests and our stockholders' interests by providing an incentive to attract, retain and reward eligible employees and by motivating such persons to contribute to our growth and profitability. At the 2020 Annual Meeting of stockholders, our stockholders approved a proposal amending and restating the 2011 ESPP to (i) increase the maximum number of shares of common stock available for future issuance under the ESPP by 1,000,000 shares, (ii) extend the term, which otherwise would have expired on May 15, 2021, so that the ESPP will continue until terminated by the Board in its discretion, and (iii) make certain other administrative changes.

 

The ESPP consists of six-month offering periods during which employees may enroll in the plan. Shares of common stock may be purchased under the ESPP at a price established by the Compensation Committee of the Board of Directors, provided that the price may not be less than eighty-five percent (85%) of the lesser of (a) the fair market value of a share of stock on the offering date of the offering period or (b) the fair market value of a share of stock on the purchase date. As of December 31, 2020, approximately 1.1 million shares remain available for issuance under the ESPP.

 

Stock-Based Compensation

 

We recorded the following stock-based compensation expense of $0.6 million and $0.3 million, respectively, for the fiscal years ended December 31, 2020 and 2019 as follows (in thousands):

 

    Years Ended December 31,  
    2020     2019  
Stock-based compensation expense related to grants of:            
Stock options   $ 224     $ 130  
RSU     374       155  
ESPP     36       19  
Total   $ 634     $ 304  
Stock-based compensation expense recognized in:                
Cost of service   $ 28     $ 40  
Engineering and IT     25       25  
Sales and marketing     38       38  
General and administrative     543       201  
Total   $ 634     $ 304  

 

The fair value of our stock-based awards was estimated using the following weighted average assumptions for the years ended December 31, 2020 and 2019:

 

    2010 Plan/Restated Plan     Employee Stock Purchase Plan  
    2020     2019     2020     2019  
Risk-free interest rate     0.4 %     1.7 %     0.2 %     2.0 %
Expected term (in years)     6.1       3.1       0.5       0.5  
Volatility     42.5 %     35.6 %     74.4 %     42.4 %
Expected dividend     0.0 %     0.0 %     0.0 %     0.0 %
Weighted-average grant date fair value   $ 0.55     $ 0.52     $ 0.34     $ 0.43  

 

Stock Options

 

The following tables represent stock option activity for the years ended December 31, 2020 and 2019:

 

    Number of shares     Weighted-average exercise price per share     Weighted-average remaining contractual term (in years)     Aggregate intrinsic value (in thousands)  
Outstanding at December 31, 2018     803     $ 2.89       8.43     $ 54  
Granted     90       0.94                  
Exercised                            
Forfeited     (77 )     1.97                  
Outstanding at December 31, 2019     816     $ 1.77       7.49     $ 16  
Granted     2,394       1.56                  
Exercised     (147 )     1.30               116  
Forfeited     (434 )     1.58                  
Outstanding at December 31, 2020     2,629     $ 1.64       8.79     $ 1,605  
Exercisable at December 31, 2020     724     $ 1.74       6.77     $ 468  

 

A summary of additional information related to the options outstanding as of December 31, 2020 under the 2010 and 2014 Plans are as follows:

 

Plan

  Option plans ranges of exercise prices     Number of outstanding options     Weighted-average remaining contractual life     Weighted-average exercise price  
2010 Plan/Restated Plan   $ 1.29 – $16.67       2,029,176       8.61     $ 1.86  
Inducement Plan   $ 0.56 – $16.67       600,000       9.37     $ 1.33  
              2,629,176                  

 

As of December 31, 2020, $1.1 million of unrecognized compensation cost related to existing options was outstanding, which is expected to be recognized over a weighted average period of 3.0 years.

 

Restricted Stock Units

 

The following table represents RSU activity for the years ended December 31, 2020 and 2019:

 

    Number of shares     Weighted-average exercise price per share     Weighted-average remaining contractual term (in years)     Aggregate intrinsic value (in thousands)  
Outstanding at December 31, 2018     96     $ 2.78       0.60     $ 227  
Granted     243       1.39                  
Vested     (73 )     2.06                  
Forfeited     (17 )     2.75                  
Outstanding at December 31, 2019     249     $ 1.62       0.60     $ 271  
Granted     127       1.97                  
Vested     (245 )     1.57                  
Forfeited                            
Outstanding at December 31, 2020     131     $ 2.05       0.70     $ 287  

 

As of December 31, 2020, $0.2 million of unrecognized compensation cost related to RSUs was outstanding, which is expected to be recognized within one year.