Quarterly report pursuant to Section 13 or 15(d)

Stock Plans

v3.20.2
Stock Plans
9 Months Ended
Sep. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Plans

NOTE 9. STOCK PLANS

Modifications to Performance-Based Stock Options

 

In August 2020, the disinterested members of the Board of Directors of the Company adopted certain amendments (the “Amendments”) to the Company’s 2018 Performance-Based Stock Incentive Plan (the “2018 Plan”), the stock option award agreements entered into pursuant to the 2018 Plan, and certain stock option award agreements entered into pursuant to the Company’s 2017 Stock Incentive Plan (the “2017 Plan”) on substantially the same terms as the stock option award agreements entered into pursuant to the 2018 Plan (collectively, the “Performance Awards”).  Such Amendments were approved by the Company’s stockholders at the Company’s annual meeting of stockholders held on July 24, 2020.  The Amendments include (i) amendment of the stock price milestones applicable to the Performance Awards, and (ii) reduction of the exercise prices of the Performance Awards held by the Company’s Chief Executive Officer and the Company’s President, which resulted in a modification of the Performance Awards.

The Company values the Performance Awards using a Monte Carlo simulation model. A fair value per share and a derived service period is determined for each of the three equal tranches of each Performance Award. The Company determined the fair values and the new derived service periods of the modified awards as of the date of modification and the fair values of the original awards immediately before the modification.  The amount of incremental compensation expense resulting from the modification of each award is equal to the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. The total incremental compensation expense resulting from the modification of the Performance Awards for approximately 215 employees is $3,011.

The assumptions used in the Monte Carlo simulation model for computing the fair values of the Performance Awards on the modification date and immediately before the modification are set forth in the table below:

 

Amendment date stock price

 

$

8.83

 

Expected volatility

 

 

80

%

Risk-free interest rate

 

 

0.6

%

Expected dividend yield

 

 

%

Cost of equity

 

 

12

%

 

Stock-Based Compensation

During the nine months ended September 30, 2020, the Company granted options to purchase an aggregate of 610,000 shares of its common stock that are subject to time-based vesting conditions.

The Company valued these stock options using the Black-Scholes Merton option pricing model. The following assumptions were used to compute the grant date fair values of the stock options granted during the nine months ended September 30, 2020:

 

Expected term (in years)

 

 

 

6.0 - 6.1

 

Expected volatility

 

 

 

68% - 82%

 

Risk-free interest rate

 

 

 

0.4% - 1.2%

 

Expected dividend yield

 

 

 

 

 

 

The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the nine months ended September 30, 2020 are set forth in the table below:

 

Expected term (in years)

 

0.5 - 2.0

 

Expected volatility

 

65% - 130%

 

Risk-free interest rate

 

0.1% - 1.5%

 

Expected dividend yield

 

 

 

 

The Company’s stock-based compensation expense recognized for the periods presented was as follows:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Stock-based compensation expense by type of award:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock units

 

$

2,308

 

 

$

251

 

 

$

3,203

 

 

$

748

 

Restricted stock awards

 

 

43

 

 

 

47

 

 

 

152

 

 

 

303

 

Machine Box contingent common stock issuances

 

 

(37

)

 

 

28

 

 

 

(37

)

 

 

1,255

 

Performance-based stock options

 

 

1,996

 

 

 

2,000

 

 

 

5,917

 

 

 

5,956

 

Stock options

 

 

644

 

 

 

2,329

 

 

 

4,099

 

 

 

7,389

 

Employee stock purchase plan

 

 

157

 

 

 

109

 

 

 

364

 

 

 

398

 

Total

 

$

5,111

 

 

$

4,764

 

 

$

13,698

 

 

$

16,049

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Stock-based compensation expense by operating expense grouping:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

278

 

 

$

281

 

 

$

654

 

 

$

795

 

Research and development

 

 

172

 

 

 

334

 

 

 

593

 

 

 

2,318

 

General and administrative

 

 

4,661

 

 

 

4,149

 

 

 

12,451

 

 

 

12,936

 

 

 

$

5,111

 

 

$

4,764

 

 

$

13,698

 

 

$

16,049

 

 

Equity Award Activity

Restricted Stock Awards

The Company’s restricted stock award activity for the nine months ended September 30, 2020 was as follows:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average Grant

 

 

 

Shares

 

 

Date Fair Value

 

Unvested at December 31, 2019

 

 

22,813

 

 

$

7.50

 

Granted

 

 

5,310

 

 

$

2.98

 

Vested

 

 

(17,960

)

 

$

6.16

 

Unvested at September 30, 2020

 

 

10,163

 

 

$

7.50

 

 

At September 30, 2020, total unrecognized compensation cost related to restricted stock was $14, which is expected to be recognized over a weighted average period of 0.1 year.

Restricted Stock Units

The Company’s restricted stock unit activity for the nine months ended September 30, 2020 was as follows:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average Grant

 

 

 

Shares

 

 

Date Fair Value

 

Unvested at December 31, 2019

 

 

142,145

 

 

$

6.71

 

Granted

 

 

835,157

 

 

$

10.20

 

Forfeited

 

 

(5,500

)

 

$

8.81

 

Vested

 

 

(116,295

)

 

$

6.84

 

Unvested at September 30, 2020

 

 

855,507

 

 

$

10.09

 

 

 

At September 30, 2020, total unrecognized compensation cost related to restricted stock units was $5,641, which is expected to be recognized over a weighted average period of 0.7 year.

Performance-Based Stock Options

The activity during the nine months ended September 30, 2020 related to stock options that are subject to performance-based vesting conditions tied to the future achievement of stock price goals by the Company was as follows:

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

 

 

 

 

Remaining

 

 

Aggregate

 

 

 

 

 

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

Term

 

 

Value

 

Outstanding at December 31, 2019

 

 

4,484,739

 

 

$

16.68

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(298,956

)

 

$

5.65

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2020

 

 

4,185,783

 

 

$

10.45

 

 

7.8 years

 

 

$

3,507

 

Exercisable at September 30, 2020

 

 

 

 

$

 

 

 

 

 

$

 

 

The weighted average grant date fair values of the performance-based stock options granted during the nine months ended September 30, 2019 was $2.55 per share. No performance-based stock options were granted during the nine months ended September 30, 2020 and no performance-based stock options vested during the nine months ended September 30, 2020 and 2019. At September 30, 2020, total unrecognized compensation expense related to performance-based stock options was $18,092 and is expected to be recognized over a weighted average period of 2.0 years.

Stock Options

The activity during the nine months ended September 30, 2020 related to all other stock options was as follows:

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

 

 

 

 

Remaining

 

Aggregate

 

 

 

 

 

 

 

Exercise

 

 

Contractual

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

Term

 

Value

 

Outstanding at December 31, 2019

 

 

5,196,778

 

 

$

13.09

 

 

 

 

 

 

 

Granted

 

 

610,000

 

 

$

3.88

 

 

 

 

 

 

 

Exercised

 

 

(59,488

)

 

$

2.89

 

 

 

 

 

 

 

Forfeited

 

 

(163,634

)

 

$

8.37

 

 

 

 

 

 

 

Expired

 

 

(158,176

)

 

$

14.57

 

 

 

 

 

 

 

Outstanding at September 30, 2020

 

 

5,425,480

 

 

$

12.27

 

 

7.1 years

 

$

6,614

 

Exercisable at September 30, 2020

 

 

4,211,378

 

 

$

13.81

 

 

6.7 years

 

$

2,376

 

 

The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2020 and 2019 was $2.46 and $3.65 per share, respectively. The aggregate intrinsic value of the options exercised during the nine months ended September 30, 2020 and 2019 was $484 and $183, respectively. The total grant date fair value of stock options vested during the nine months ended September 30, 2020 and 2019 was $4,659 and $8,056, respectively. At September 30, 2020, total unrecognized compensation expense related to stock options was $4,744 and is expected to be recognized over a weighted average period of 2.3 years.

 

The aggregate intrinsic values in the tables above represent the difference between the fair market value of the Company’s common stock and the average option exercise price of in-the-money options, multiplied by the number of such options.

Employee Stock Purchase Plan

During the nine months ended September 30, 2020, a total of 126,550 shares of common stock were purchased under the Company’s ESPP. As of September 30, 2020, accrued employee contributions for future purchases under the ESPP totaled $72.