XML 31 R16.htm IDEA: XBRL DOCUMENT
v3.6.0.2

Note 8 - Stockholders' Equity (Deficiency) | 12 Months Ended
--- | ---
Dec. 31, 2016
Notes to Financial Statements |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] |
NOTE 8: - |  | STOCKHOLDERS’ EQUITY (DEFICIENCY)
| a. | Composition of common stock capital:
|  | Authorized |  | Issued and outstanding
|  | Number of shares
|  | December 31, |  | December 31,
|  | 2016 |  | 2015 |  | 2016 |  | 2015
Stock of $0.001 par value: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common stock |  |  | 200,000,000 |  |  |  | 200,000,000 |  |  |  | 26,821,762 |  |  |  | 26,069,154 |
| b. | Common stock rights:
The Company’s Amended and Restated Certificate of Incorporation authorizes the Company to issue 200,000,000 shares of common stock, par value $0.001 per share. The common stock confers upon its holders the right to participate in the general meetings of the Company, to vote at such meetings (each share represents one vote), to elect board members and to participate in any distribution of dividends or any other distribution of the Company’s property, including the distribution of surplus assets upon liquidation.
| c. | Stock option plans:
On December 30, 2005, the Company’s board of directors adopted the Varonis Systems, Inc. 2005 Stock Plan (the “2005 Stock Plan”). As of December 31, 2013, the Company had reserved 4,713,319 shares of common stock available for issuance to employees, directors, officers and consultants of the Company and its subsidiaries. The options generally vest over four years. No awards were granted under the 2005 Stock Plan subsequent to December 31, 2013, and no further awards will be granted under the 2005 Stock Plan. On November 14, 2013, the Company’s board of directors adopted the Varonis Systems, Inc. 2013 Omnibus Equity Incentive Plan (the “2013 Plan”) which was subsequently approved by the Company’s stockholders. The Company initially reserved 1,904,633 shares of common stock for issuance under the 2013 Plan to employees, directors, officers and consultants of the Company and its subsidiaries. The number of shares of common stock available for issuance under the 2013 Plan was increased on January 1, 2016 and will be increased on each January 1 thereafter by four percent (4%) of the number of shares of common stock issued and outstanding on each December 31 immediately prior to the date of increase (rounded down to the nearest whole share), but the amount of each increase will be limited to the number of shares of common stock necessary to bring the total number of shares of Common Stock available for grant and issuance under the 2013 Plan to five percent (5%) of the number of shares of common stock issued and outstanding on each December 31. On January 1, 2016 and 2017, the share reserve under the 2013 Plan was automatically increased by 1,042,766 and 1,072,870 shares, respectively. Awards granted under the 2013 Plan generally vest over four years. Any award that is forfeited or canceled before expiration becomes available for future grants under the 2013 Plan. A summary of employees’ stock options activities during the year ended December 31, 2016 is as follows:
|  | Year ended December 31, 2016
|  | Number |  | Weighted average exercise price |  | Aggregate intrinsic value (in thousands) |  | Weighted average remaining contractual life (years)
Options outstanding at the beginning of the year |  |  | 2,782,560 |  |  | $ | 14.026 |  |  | $ | 21,337 |  |  |  | 6.246 |
Granted |  |  | 135,000 |  |  | $ | 16.870 |  |  |  |  |  |  |  |  |
Exercised |  |  | (445,535 | ) |  | $ | 5.901 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (83,677 | ) |  | $ | 27.126 |  |  |  |  |  |  |  |  |
Options outstanding at the end of the period |  |  | 2,388,348 |  |  | $ | 15.243 |  |  | $ | 30,025 |  |  |  | 5.861 |
Vested and expected to vest |  |  | 2,331,800 |  |  | $ | 15.074 |  |  | $ | 29,689 |  |  |  | 5.806 |
Options exercisable at the end of the period |  |  | 1,752,416 |  |  | $ | 12.583 |  |  | $ | 26,473 |  |  |  | 5.119 |
A summary of employees’ stock options activities during the years ended December 31, 2015 and 2014 is as follows:
|  | Year ended December 31, 2015
|  | Number |  | Weighted average exercise price |  | Aggregate intrinsic value (in thousands) |  | Weighted average remaining contractual life (years)
Options outstanding at the beginning of the year |  |  | 4,080,611 |  |  | $ | 9.697 |  |  | $ | 95,855 |  |  |  | 6.092 |
Granted |  |  | 191,200 |  |  | $ | 28.253 |  |  |  |  |  |  |  |  |
Exercised |  |  | (1,334,351 | ) |  | $ | 1.521 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (154,900 | ) |  | $ | 25.265 |  |  |  |  |  |  |  |  |
Options outstanding at the end of the period |  |  | 2,782,560 |  |  | $ | 14.026 |  |  | $ | 21,337 |  |  |  | 6.246 |
Vested and expected to vest |  |  | 2,677,503 |  |  | $ | 13.623 |  |  | $ | 21,284 |  |  |  | 6.156 |
Options exercisable at the end of the period |  |  | 1,794,249 |  |  | $ | 8.841 |  |  | $ | 20,496 |  |  |  | 5.035 |
The weighted average grant date fair values of options granted during the years ended December 31, 2016, 2015 and 2014 were $16.870, $28.637 and $14.087, respectively.
|  | Year ended December 31, 2014
|  | Number |  | Weighted average exercise price |  | Aggregate intrinsic value (in thousands) |  | Weighted average remaining contractual life (years)
Options outstanding at the beginning of the year |  |  | 3,233,235 |  |  | $ | 4.033 |  |  | $ | 65,723 |  |  |  | 5.700 |
Granted |  |  | 1,111,940 |  |  | $ | 25.077 |  |  |  |  |  |  |  |  |
Exercised |  |  | (213,174 | ) |  | $ | 1.663 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (51,390 | ) |  | $ | 19.449 |  |  |  |  |  |  |  |  |
Options outstanding at the end of the period |  |  | 4,080,611 |  |  | $ | 9.697 |  |  | $ | 95,855 |  |  |  | 6.092 |
Vested and expected to vest |  |  | 3,965,741 |  |  | $ | 9.318 |  |  | $ | 94,581 |  |  |  | 6.000 |
Options exercisable at the end of the period |  |  | 2,620,454 |  |  | $ | 2.638 |  |  | $ | 79,117 |  |  |  | 4.359 |
The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised their options on the last date of the exercise period. Total intrinsic value of options exercised for the years ended December 31, 2016, 2015 and 2014 were $9,418, $27,885 and $4,800, respectively. As of December 31, 2016 and 2015, there were $3,380 and $11,779, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2005 Stock Plan and 2013 Plan. This cost is expected to be recognized over a period of approximately 1.774 and 2.416 years, respectively. The options outstanding as of December 31, 2016 have been separated into ranges of exercise price as follows:
Range of exercise price |  | Options outstanding as of December 31, 2016 |  | Weighted average remaining contractual life (years) |  | Weighted average exercise price |  | Options exercisable as of December 31, 2016 |  | Weighted average remaining contractual life (years) |  | Weighted average exercise price of options exercisable
$0.901 | - | 1.576 |  |  | 710,562 |  |  |  | 2.482 |  |  | $ | 1.317 |  |  |  | 710,562 |  |  |  | 2.482 |  |  | $ | 1.317 |
$6.230 | - | 8.800 |  |  | 89,373 |  |  |  | 4.963 |  |  | $ | 6.953 |  |  |  | 89,373 |  |  |  | 4.963 |  |  | $ | 6.953 |
$12.470 | - | 16.870 |  |  | 442,507 |  |  |  | 7.078 |  |  | $ | 13.812 |  |  |  | 279,863 |  |  |  | 6.163 |  |  | $ | 12.470 |
$19.510 | - | 21.660 |  |  | 546,959 |  |  |  | 7.622 |  |  | $ | 21.205 |  |  |  | 307,302 |  |  |  | 7.558 |  |  | $ | 21.200 |
$22.010 | - | 24.230 |  |  | 295,513 |  |  |  | 7.299 |  |  | $ | 22.278 |  |  |  | 191,891 |  |  |  | 7.289 |  |  | $ | 22.316 |
| $29.88 |  |  |  | 154,200 |  |  |  | 8.145 |  |  | $ | 29.880 |  |  |  | 70,684 |  |  |  | 8.145 |  |  | $ | 29.880 |
| $39.86 |  |  |  | 149,234 |  |  |  | 7.225 |  |  | $ | 39.860 |  |  |  | 102,741 |  |  |  | 7.225 |  |  | $ | 39.860 |
|  |  |  |  | 2,388,348 |  |  |  | 5.861 |  |  | $ | 15.243 |  |  |  | 1,752,416 |  |  |  | 5.119 |  |  | $ | 12.583 |
The options outstanding as of December 31, 2015 have been separated into ranges of exercise price as follows:
Range of exercise price |  | Options outstanding as of December 31, 2015 |  | Weighted average remaining contractual life (years) |  | Weighted average exercise price |  | Options exercisable as of December 31, 2015 |  | Weighted average remaining contractual life (years) |  | Weighted average exercise price of options exercisable
$0.901 | - | 1.576 |  |  | 978,178 |  |  |  | 2.923 |  |  | $ | 1.224 |  |  |  | 978,178 |  |  |  | 2.923 |  |  | $ | 1.224 |
$6.230 | - | 8.800 |  |  | 145,693 |  |  |  | 5.92 |  |  | $ | 6.786 |  |  |  | 137,391 |  |  |  | 5.895 |  |  | $ | 6.785 |
| $12.47 |  |  |  | 378,149 |  |  |  | 7.177 |  |  | $ | 12.470 |  |  |  | 261,065 |  |  |  | 7.159 |  |  | $ | 12.470 |
$19.510 | - | 21.660 |  |  | 640,743 |  |  |  | 8.609 |  |  | $ | 21.219 |  |  |  | 211,571 |  |  |  | 8.477 |  |  | $ | 21.237 |
$22.010 | - | 24.230 |  |  | 309,222 |  |  |  | 8.298 |  |  | $ | 22.293 |  |  |  | 127,326 |  |  |  | 8.280 |  |  | $ | 22.365 |
| $29.88 |  |  |  | 154,200 |  |  |  | 9.148 |  |  | $ | 29.880 |  |  |  | — |  |  |  | 0.000 |  |  | $ | 0.000 |
| $39.86 |  |  |  | 176,375 |  |  |  | 8.227 |  |  | $ | 39.860 |  |  |  | 78,718 |  |  |  | 8.227 |  |  | $ | 39.860 |
|  |  |  |  | 2,782,560 |  |  |  | 6.246 |  |  | $ | 14.026 |  |  |  | 1,794,249 |  |  |  | 5.035 |  |  | $ | 8.841 |
| d. | Options issued to consultants:
The Company’s outstanding options granted to consultants for services as of December 31, 2016 were as follows:
Issuance date |  | Options for shares of common stock |  | Exercise price per share |  | Options exercisable |  | Exercisable through
|  | (number) |  |  |  | (number) |  |
February 2013 |  |  | 1,500 |  |  | $ | 12.470 |  |  |  | 1,344 |  |  | February 2023
August 2013 |  |  | 4,188 |  |  | $ | 21.140 |  |  |  | 3,104 |  |  | August 2023
October 2013 |  |  | 750 |  |  | $ | 24.230 |  |  |  | 547 |  |  | October 2023
March 2014 |  |  | 13,100 |  |  | $ | 39.860 |  |  |  | 8,187 |  |  | March 2024
May 2014 |  |  | 6,850 |  |  | $ | 22.010 |  |  |  | 3,704 |  |  | May 2024
November 2014 |  |  | 10,246 |  |  | $ | 21.660 |  |  |  | 4,364 |  |  | November 2024
May 2015 |  |  | 5,250 |  |  | $ | 19.510 |  |  |  | 1,750 |  |  | May 2025
February 2016 |  |  | 2,500 |  |  | $ | 16.870 |  |  |  | — |  |  | February 2026
|  |  | 44,384 |  |  |  |  |  |  |  | 23,000 |  |  |
The Company’s outstanding options granted to consultants for services as of December 31, 2015 were as follows:
Issuance date |  | Options for shares of common stock |  | Exercise price per share |  | Options exercisable |  | Exercisable through
|  | (number) |  |  |  | (number) |  |
February 2013 |  |  | 3,000 |  |  | $ | 12.470 |  |  |  | 2,125 |  |  | February 2023
August 2013 |  |  | 5,000 |  |  | $ | 21.140 |  |  |  | 2,917 |  |  | August 2023
October 2013 |  |  | 823 |  |  | $ | 24.230 |  |  |  | 479 |  |  | October 2023
March 2014 |  |  | 14,438 |  |  | $ | 39.860 |  |  |  | 6,422 |  |  | March 2024
May 2014 |  |  | 8,700 |  |  | $ | 22.010 |  |  |  | 3,444 |  |  | May 2024
August 2014 |  |  | 219 |  |  | $ | 21.000 |  |  |  | 354 |  |  | August 2024
November 2014 |  |  | 12,000 |  |  | $ | 21.660 |  |  |  | 3,250 |  |  | November 2024
May 2015 |  |  | 5,250 |  |  | $ | 19.510 |  |  |  | — |  |  | May 2025
|  |  | 49,430 |  |  |  |  |  |  |  | 18,991 |  |  |
| e. | Restricted stock units:
The following provides a summary of the restricted stock unit activity for the Company for the year ended December 31, 2016:
|  | Number of Shares Underlying Outstanding Restricted Stock Units |  | Weighted- Average Grant Date Fair Value
Outstanding as of January 1, 2016 |  |  | 643,506 |  |  | $ | 23.38 |
Granted |  |  | 1,038,044 |  |  | $ | 19.67 |
Vested |  |  | (199,074 | ) |  | $ | 22.82 |
Forfeited |  |  | (83,349 | ) |  | $ | 20.21 |
Unvested as of December 31, 2016 |  |  | 1,399,127 |  |  | $ | 19.96 |
The following provides a summary of the restricted stock unit activity for the Company for the year ended December 31, 2015:
|  | Number of Shares Underlying Outstanding Restricted Stock Units |  | Weighted- Average Grant Date Fair Value
Outstanding as of January 1, 2015 |  |  | 27,470 |  |  | $ | 21.00 |
Granted |  |  | 685,065 |  |  | $ | 23.30 |
Vested |  |  | (36,789 | ) |  | $ | 19.90 |
Forfeited |  |  | (32,240 | ) |  | $ | 23.56 |
Unvested as of December 31, 2015 |  |  | 643,506 |  |  | $ | 23.38 |
f. |  | 2015 Employee Stock Purchase Plan
On May 5, 2015, the Company’s stockholders approved the Varonis Systems, Inc. 2015 Employee Stock Purchase Plan (the “ESPP”), which the Company’s board of directors had adopted on March 19, 2015. The ESPP became effective as of June 30, 2015. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, at not less than 85% of the fair market value of the Company’s common stock on the first day or last trading day in the offering period, subject to any plan limitations. The Company initially reserved 500,000 shares of common stock for issuance under the ESPP. The number of shares available for issuance under the ESPP was increased on January 1, 2016, and will increase each January 1 thereafter, by an amount equal to the lesser of (i) one percent (1%) of the number of shares of common stock issued and outstanding on each December 31 immediately prior to the date of increase, except that the amount of each such increase will be limited to the number of shares of common stock necessary to bring the total number of shares of common stock available for issuance under the ESPP to two percent (2%) of the number of shares of common stock issued and outstanding on each such December 31, or (ii) 400,000 shares of common stock. On January 1, 2016 and 2017, the share reserve under the ESPP was automatically increased by 21,383 and 158,695 shares, respectively. The ESPP will continue in effect until the earlier of (i) the date when no shares of common stock are available for issuance thereunder or (ii) June 30, 2025; unless terminated prior thereto by the Company’s board of directors or compensation committee, each of which has the right to terminate the ESPP at any time.
| g. | Stock-based compensation expense for employees and consultants:
The Company recognized non-cash stock-based compensation expense in the consolidated statements of operations as follows (in thousands):
|  | Year ended December 31,
|  | 2016 |  | 2015 |  | 2014
Cost of revenues |  | $ | 699 |  |  | $ | 419 |  |  | $ | 192 |
Research and development |  |  | 3,052 |  |  |  | 1,954 |  |  |  | 1,198 |
Sales and marketing |  |  | 6,104 |  |  |  | 3,041 |  |  |  | 2,478 |
General and administrative |  |  | 3,083 |  |  |  | 2,380 |  |  |  | 796 |
Total |  | $ | 12,938 |  |  | $ | 7,794 |  |  | $ | 4,664 |

X
- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=65895303&loc=d3e17540-113929 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=68057994&loc=d3e25284-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14) -URI http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration