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12. STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
STOCK-BASED COMPENSATION

Stock Incentive Plans

 

Options and Warrants

 

We have two long-term incentive plans which we refer to as the 2000 Plan and the 2006 Plan. The 2000 Plan was terminated as to future grants when the 2006 Plan was approved by the stockholders in 2006. As of December 31, 2013, we have reserved for issuance under the 2006 Plan 11,000,000 shares of common stock. Certain options granted under the 2006 Plan to employees are intended to qualify as incentive stock options under existing tax regulations. In addition, we may issue non-qualified stock options and warrants under the 2006 Plan from time to time to non-employees, in connection with acquisitions and for other purposes and we may also issue restricted stock under the 2006 Plan. Stock options and warrants generally vest over two to five years and expire five to ten years from date of grant.

 

As of December 31, 2013, 4,309,583, or approximately 91.7%, of the 4,701,250 outstanding stock options and warrants granted under our option plans are fully vested.  During the year ended December 31, 2013, we granted options and warrants to acquire 80,000 shares of common stock.

We have issued warrants outside the 2006 Plan under various types of arrangements to employees, and in exchange for outside services.  All warrants issued to employees or consultants after our February 2007 listing on the NASDAQ Global Market have been characterized as awards under the 2006 Plan.  All warrants outside the 2006 Plan have been issued with an exercise price equal to the fair value of the underlying common stock on the date of grant. The warrants expire from five to seven years from the date of grant.  Vesting terms are determined by the board of directors or the compensation committee of the board of directors at the date of grant.

 

As of December 31, 2013, 200,000, or 100%, of all the outstanding warrants outside the 2006 Plan are fully vested.   During the year ended December 31, 2013, we did not grant warrants outside of our 2006 Plan.

 

 

The following summarizes all of our option and warrant transactions in 2013:

 

 
 
Outstanding Options and Warrants		  
 
 		  
 
 		  
 
 		  
 
 		 Weighted Average
Exercise Price Per		   Weighted Average
Remaining
Contractual Life		  
 
 		  
Aggregate
Intrinsic		  
 
 
Under the 2006 Plan and 2000 Plan  Shares   Common Share  (in years)  Value 
               
Balance, December 31, 2012   6,231,250   $3.58        
Granted   80,000   2.04       
Exercised   –   –      
Canceled or expired   (1,610,000)  4.77       
Balance, December 31, 2013   4,701,250   3.15  1.40  $25,025 
Exercisable at December 31, 2013   4,309,583   3.18  1.27   25,025 

 

 
 
Non-Plan
Outstanding Warrants		  
 
 
 		  
 
 
Shares		  
 
 
 		  
 
 
 		  
Weighted Average
Exercise price
Per Common Share		  
 
 
 		 Weighted Average
Remaining
Contractual Life
(in years)		  
 
 
 		  
Aggregate
Intrinsic
Value		  
 
 
 
Balance, December 31, 2012   1,502,898   $1.50        
Granted   –   –     
Exercised   (1,172,898)  1.12      
Canceled or expired   (130,000)  3.25      
Balance, December 31, 2013   200,000   2.62  1.92  $– 
Exercisable at December 31, 2013   200,000   2.62  1.92   – 

 

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on December 31, 2013 and the exercise price, multiplied by the number of in-the-money options or warrants, as applicable) that would have been received by the holder had all holders exercised their options or warrants, as applicable, on December 31, 2013. Total intrinsic value of options and warrants exercised during the years ended December 31, 2013, 2012 and 2011 was approximately $2.3 million, $265,000 and $606,000, respectively. As of December 31, 2013, total unrecognized stock-based compensation expense related to non-vested employee awards was approximately $233,000, which is expected to be recognized over a weighted average period of approximately 1.2 years.

 

The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model which takes into account as of the grant date the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the option. The following is the average of the data used to calculate the fair value:

 

   Risk-free    Expected  Expected  Expected 
   Interest Rate   Life  Volatility  Dividends 
               
December 31, 2013   0.82%   3.5 years  57.09%   – 
December 31, 2011   1.62%   3.4 years  91.94%   – 

 

Because we lack detailed information about exercise behavior at this time, we have determined the expected term assumption under the “Simplified Method” as defined in ASC Topic 718, Stock Compensation. The expected stock price volatility is based on the historical volatility of our stock. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant with an equivalent remaining term. We have not paid dividends in the past and do not currently plan to pay any dividends in the near future.

 

The weighted-average grant date fair value of stock options and warrants granted during the years ended December 31, 2013 and 2011 was $0.85 and $1.92, respectively. No options or warrants were granted during the year ended December 31, 2012.

 

 

Restricted Stock Awards

 

The 2006 Plan permits the award of restricted stock. On January 2, 2013, we granted awards for 450,000 shares of our common stock to certain employees. Of the awards granted, 170,000 were vested on the award date, 140,000 cliff vest after one year provided that the employees remain continuously employed through the vesting date and 140,000 cliff vest after two years provided that the employees remain continuously employed through the vesting date. We valued the awards based on the closing market price of our stock on January 2, 2013 which was $2.51 per share. On April 1, 2013, we granted an award for 200,000 shares of our common stock to an affiliated physician who provides services to the Company. Of this award granted, 40,000 shares vested on the award date, with the remaining 160,000 shares vesting at the completion of each year’s service by 40,000 shares per year over the next four years. We valued this award based on the closing market price of our stock on April 1, 2013 which was $2.82 per share.

 

At December 31, 2013, the total unrecognized fair value of all restricted stock awards was approximately $931,000, which will be recognized over the remaining vesting period of 3.25 years.

 

In sum, of the 11,000,000 shares of common stock reserved for issuance under the 2006 Plan, at December 31, 2013, we had 6,383,750 options, warrants and shares of restricted stock outstanding, 20,000 options exercised and 4,596,250 available for grant.