XML 34 R14.htm IDEA: XBRL DOCUMENT
v3.6.0.2

Note 7 - Share-Based Compensation | 12 Months Ended
--- | ---
Dec. 31, 2016
Notes to Financial Statements |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 7 — Stock-Based Compensation Stock Incentive Plan As of December 31, 2016, the Company had two stock-based employee compensation plans, the Stock Incentive Plan (“Incentive Plan”) and the Employee Stock Purchase Plan (“ESPP”). The Incentive Plan was amended and restated in April 2016 and approved by the Company’s stockholders in May 2016. The ESPP was amended and restated in March 2014 and approved by the Company’s stockholders in May 2014. Stock-based compensation expense of $8,487 ($8,340 of expense related to the Incentive Plan, $147 of expense related to the ESPP) was recognized during 2016, while $9,705 ($9,485 of expense related to the Incentive Plan, $220 of expense related to the ESPP) was recognized during 2015, and $10,177 ($9,963 of expense related to the Incentive Plan, $214 of expense related to the ESPP) was recognized during 2014. The Company accounts for stock-based compensation in accordance with FASB authoritative guidance regarding share-based payments. Total stock-based compensation was allocated as follows:
|  | Year Ended December 31,
|  | 2016 |  | 2015 |  | 2014
Research and development |  | $ | 6,088 |  |  | $ | 7,580 |  |  | $ | 8,906 |
General and administrative |  |  | 2,399 |  |  |  | 2,125 |  |  |  | 1,271 |
Total stock-based compensation expense |  | $ | 8,487 |  |  | $ | 9,705 |  |  | $ | 10,177 |
The Company grants stock option awards and restricted stock unit awards to its employees, directors, and consultants under the Incentive Plan. Under the Incentive Plan, stock option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Commencing March 1, 2011, stock option awards granted to employees generally vest 25% each year until fully vested after four years. In January 2013, the Company made retention grants of stock option awards and restricted stock units. These awards vest 50% each year until fully vested after two years. In August 2013 and December 2014, the Company issued 1,032 and 1,250 performance-based stock options, respectively. These awards vest upon successful completion of specific development milestones. As of December 31, 2015, 75% of the August 2013 grants have vested based upon achievement of three milestones: (1) successful completion of the OPuS- 1 clinical trial, for which vesting occurred in the second quarter of 2014, (2) FDA approval of RAPIVAB for which vesting occurred in the fourth quarter of 2014, and (3) initiation of a Phase 1 clinical trial to evaluate the safety, pharmacokinetics and pharmacodynamics of orally-administered BCX7353 in healthy volunteers, for which vesting occurred in the second quarter of 2015. Thus, as of December 31, 2016, 25% of the August 2013 performance-based grants and 100% of the December 2014 performance-based grants remain unvested and no compensation expense has been recognized for these portions of the previously issued performance-based grants. Stock option awards granted to non-employee directors of the Company generally vest monthly over one year. All stock option awards have contractual terms of 5 to 10 years. The vesting exercise provisions of all awards granted under the Incentive Plan are subject to acceleration in the event of certain stockholder-approved transactions, or upon the occurrence of a change in control as defined in the Incentive Plan. Related activity under the Incentive Plan is as follows:
|  | Awards Available |  | Options Outstanding |  | Weighted Average Exercise Price
Balance at December 31, 2013 |  |  | 1,082 |  |  |  | 8,986 |  |  | $ | 4.99 |
Plan amendment |  |  | 3,750 |  |  |  | — |  |  |  | — |
Restricted stock awards granted |  |  | (593 | ) |  |  | — |  |  |  | — |
Restricted stock awards cancelled |  |  | — |  |  |  | — |  |  |  | — |
Stock option awards granted |  |  | (1,965 | ) |  |  | 1,965 |  |  |  | 10.99 |
Stock option awards exercised |  |  | — |  |  |  | (1,258 | ) |  |  | 4.78 |
Stock option awards cancelled |  |  | 88 |  |  |  | (88 | ) |  |  | 8.83 |
Balance at December 31, 2014 |  |  | 2,362 |  |  |  | 9,605 |  |  |  | 6.21 |
Restricted stock awards granted |  |  | (163 | ) |  |  | — |  |  |  | — |
Restricted stock awards cancelled |  |  | 1 |  |  |  | — |  |  |  | — |
Stock option awards granted |  |  | (2,217 | ) |  |  | 2,217 |  |  |  | 11.52 |
Stock option awards exercised |  |  | — |  |  |  | (1,118 | ) |  |  | 4.36 |
Stock option awards cancelled |  |  | 33 |  |  |  | (33 | ) |  |  | 9.87 |
Balance at December 31, 2015 |  |  | 16 |  |  |  | 10,671 |  |  |  | 7.50 |
Plan amendment |  |  | 3,800 |  |  |  |  |  |  |  |  |
Restricted stock awards granted |  |  | (34 | ) |  |  | — |  |  |  | — |
Restricted stock awards cancelled |  |  | 22 |  |  |  | — |  |  |  | — |
Stock option awards granted |  |  | (2,248 | ) |  |  | 2,248 |  |  |  | 3.20 |
Stock option awards exercised |  |  | — |  |  |  | (107 | ) |  |  | 2.63 |
Stock option awards cancelled |  |  | 717 |  |  |  | (717 | ) |  |  | 10.78 |
Balance at December 31, 2016 |  |  | 2,273 |  |  |  | 12,095 |  |  | $ | 6.55 |
For stock option awards granted under the Incentive Plan during 2016, 2015 and 2014, the fair value was estimated on the date of grant using a Black-Scholes option pricing model and the assumptions noted in the table below. The weighted average grant date fair value of these awards granted during 2016, 2015 and 2014 was $2.17, $7.72 and $8.02, respectively. The fair value of the stock option awards is amortized to expense over the vesting periods using a straight-line expense attribution method. The following explanations describe the assumptions used by the Company to value the stock option awards granted during 2016, 2015, and 2014. The expected life is based on the average of the assumption that all outstanding stock option awards will be exercised at full vesting and the assumption that all outstanding stock option awards will be exercised at the midpoint of the current date (if already vested) or at full vesting (if not yet vested) and the full contractual term. The expected volatility represents the volatility over the most recent period corresponding with the expected life. The Company has assumed no expected dividend yield, as dividends have never been paid to stockholders and will not be for the foreseeable future. The weighted average risk-free interest rate is the implied yield currently available on zero -coupon government issues with a remaining term equal to the expected term. Weighted Average Assumptions for Stock Option Awards Granted under the Incentive Plan
|  | 2016 |  | 2015 |  | 2014
Expected Life |  |  | 5.5 |  |  |  | 5.5 |  |  |  | 5.5 |
Expected Volatility |  |  | 82 | % |  |  | 81 | % |  |  | 87 | %
Expected Dividend Yield |  |  | 0.0 | % |  |  | 0.0 | % |  |  | 0.0 | %
Risk-Free Interest Rate |  |  | 1.4 | % |  |  | 1.6 | % |  |  | 1.6 | %
The total intrinsic value of stock option awards exercised under the Incentive Plan was $339 during 2016, $10,117 during 2015 and $8,522 during 2014. The intrinsic value represents the total proceeds (fair market value at the date of exercise, less the exercise price, times the number of stock option awards exercised) received by all individuals who exercised stock option awards during the period. The following table summarizes, at December 31, 2016, by price range: (1) for stock option awards outstanding under the Incentive Plan, the number of stock option awards outstanding, their weighted average remaining life and their weighted average exercise price; and (2) for stock option awards exercisable under the Plan, the number of stock option awards exercisable and their weighted average exercise price:
|  |  |  |  | Outstanding |  | Exercisable
Range |  |  |  | Number |  | Weighted Average Remaining Life |  | Weighted Average Exercise Price |  | Number |  | Weighted Average Exercise Price
$ | 0 | to | 3 |  | 1,919 |  |  | 5.7 |  |  | $ | 1.64 |  |  |  | 1,510 |  |  | $ | 1.53 |
| 3 | to | 6 |  | 4,749 |  |  | 6.9 |  |  |  | 4.02 |  |  |  | 2,578 |  |  |  | 4.48 |
| 6 | to | 9 |  | 1,153 |  |  | 3.5 |  |  |  | 7.10 |  |  |  | 1,118 |  |  |  | 7.11 |
| 9 | to | 12 |  | 3,457 |  |  | 7.2 |  |  |  | 11.10 |  |  |  | 1,074 |  |  |  | 11.29 |
| 12 | to | 15 |  | 722 |  |  | 8.0 |  |  |  | 12.39 |  |  |  | 195 |  |  |  | 12.73 |
| 15 | to | 18 |  | 95 |  |  | 8.5 |  |  |  | 15.39 |  |  |  | 24 |  |  |  | 15.39 |
$ | 0 | to | 18 |  | 12,095 |  |  | 6.6 |  |  | $ | 6.55 |  |  |  | 6,499 |  |  | $ | 5.66 |
The weighted average remaining contractual life of stock option awards exercisable under the Incentive Plan at December 31, 2016 was 6.6 years. The aggregate intrinsic value of stock option awards outstanding and exercisable under the Incentive Plan at December 31, 2016 was $20,002. The aggregate intrinsic value represents the value (the period’s closing market price, less the exercise price, times the number of in-the-money stock option awards) that would have been received by all stock option award holders under the Incentive Plan had they exercised their stock option awards at the end of the year. The total fair value of the stock option awards vested under the Incentive Plan was $6,380 during 2016, $4,492 during 2015 and $2,844 during 2014. As of December 31, 2016, the number of stock option awards vested and expected to vest under the Incentive Plan is 11,013. The weighted average exercise price of these stock option awards is $6.53 and their weighted average remaining contractual life is 6.5 years. The following table summarizes the changes in the number and weighted-average grant-date fair value of non-vested stock option awards during 2016:
|  | Non-Vested Stock Option Awards |  | Weighted Average Grant-Date Fair Value
Balance December 31, 2015 |  |  | 4,863 |  |  | $ | 6.40 |
Stock option awards granted |  |  | 2,248 |  |  |  | 2.17 |
Stock option awards vested |  |  | (1,278 | ) |  |  | 4.99 |
Stock option awards forfeited |  |  | (235 | ) |  |  | 6.79 |
Balance December 31, 2016 |  |  | 5,598 |  |  | $ | 5.40 |
As of December 31, 2016, there was approximately $14,541 of total unrecognized compensation cost related to non-vested employee stock option awards and restricted stock units granted by the Company. That cost is expected to be recognized as follows: $6,880 in 2017, $4,649 in 2018, $2,606 in 2019, and $406 in 2020. Employee Stock Purchase Plan The Company has reserved a total of 1,475 shares of common stock to be purchased under the ESPP, of which 422 shares remain available for purchase at December 31, 2016. Eligible employees may authorize up to 15% of their salary to purchase common stock at the lower of 85% of the beginning or 85% of the ending price during six -month purchase intervals. No more than 3 shares may be purchased by any one employee at the six -month purchase dates and no employee may purchase stock having a fair market value at the commencement date of $25 or more in any one calendar year. There were 75, 41 and 49 shares of common stock purchased under the ESPP in 2016, 2015, and 2014, respectively, at a weighted average price per share of $4.36, $8.65 and $6.29, respectively. Expense of $147, $220 and $214 related to the ESPP was recognized during 2016, 2015, and 2014, respectively. Compensation expense for shares purchased under the ESPP related to the purchase discount and the “look-back” option were determined using a Black-Scholes option pricing model. The weighted average grant date fair values of shares granted under the ESPP during 2016, 2015, and 2014, were $1.95, $4.93 and $4.41, respectively.

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