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Stock-Based Compensation
9 Months Ended
Sep. 30, 2017
Stock-Based Compensation  
Stock-Based Compensation

Note 7. Stock-Based Compensation

 

The expense relating to stock options is recognized on a straight-line basis over the requisite service period, usually the vesting period, based on the grant-date fair value. The unamortized compensation cost, net of expected forfeitures, as of September 30, 2017 was $1.1 million related to stock options and is expected to be recognized as expense over a weighted-average period of approximately 1.9 years.  The expense related to restricted stock units (RSUs) is recognized over a three-to-five year vesting period and is based on the fair value of the underlying stock on the dates of grant.  The unamortized compensation cost, net of expected forfeitures, as of September 30, 2017 was $0.6 million related to RSUs and is expected to be recognized as expense over a weighted-average period of approximately 1.4 years.

 

For the three and nine months ended September 30, 2017 and 2016, there were no excess tax benefits associated with the exercise of stock options due to the Company’s loss positions.

 

Valuation Assumptions

 

There were no stock options granted during the three months ended September 30, 2017. The fair value of the Company’s stock options granted for the nine months ended September 30, 2017 and 2016 was estimated on the grant dates using the Black-Scholes valuation option-pricing model with the following assumptions:

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

September 30, 

 

 

2017

 

2016

 

Risk-free interest rate

1.6%

 

1.0% - 1.2%

 

Volatility

70.2%

 

61.4% - 63.8%

 

Expected life (years)

4.0

 

4.0 - 5.0

 

Dividend yield

0%

 

0%

 

 

The risk-free interest rate was derived from the Daily Treasury Yield Curve Rates, as published by the U.S. Department of the Treasury as of the grant date for terms equal to the expected terms of the options. The expected volatility was based on the historical volatility of the Company’s stock price over the expected term of the options. The expected term of options granted was derived from historical data based on employee exercises and post‑vesting employment termination behavior. A dividend yield of zero is applied because the Company has never paid dividends and has no intention to pay dividends in the near future.

 

The stock‑based compensation expense recorded is adjusted based on estimated forfeiture rates. An annualized forfeiture rate has been used as a best estimate of future forfeitures based on the Company’s historical forfeiture experience. The stock‑based compensation expense will be adjusted in later periods if the actual forfeiture rate is different from the estimate.

 

Common Stock Options and Restricted Stock

 

A summary of the option and RSU activity under the Company’s Amended and Restated 2010 Equity Incentive Plan (the Plan) is presented below (in thousands, except exercise price):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options outstanding

 

 

 

 

 

 

 

Weighted

 

 

 

Shares

 

 

 

Average

 

 

 

Available

 

Number of

 

Exercise

 

 

    

for Grant

    

Shares

    

Prices

 

Balance at January 1, 2017

 

114

 

522

 

$

13.88

 

Additional shares authorized under the Plan

 

50

 

 —

 

 

 

RSUs cancelled and returned to the Plan

 

 5

 

 —

 

 

 

Options granted

 

(1)

 

 1

 

$

2.36

 

Options cancelled and returned to the Plan

 

15

 

(15)

 

$

6.94

 

Balance at March 31, 2017

 

183

 

508

 

$

14.06

 

RSUs cancelled and returned to Plan

 

37

 

 —

 

 

 —

 

Options cancelled and returned to Plan

 

172

 

(172)

 

$

10.20

 

Balance at June 30, 2017

 

392

 

336

 

$

16.04

 

RSUs granted

 

(407)

 

 —

 

 

 

RSUs cancelled and returned to Plan

 

 8

 

 —

 

 

 

Options cancelled and returned to Plan

 

88

 

(88)

 

$

14.83

 

Balance at September 30, 2017

 

81

 

248

 

$

16.47

 

 

The Company also has awarded options to new employees outside of the Plan and may continue to do so, as material inducements to the acceptance of employment with the Company, as permitted under the Listing Rules of the Nasdaq Stock Market. These grants must be approved by the compensation committee of the board of directors, a majority of the independent directors or, below a specified share level, by an authorized executive officer. As of September 30, 2017, there were no awards outstanding that had been granted outside of the Plan

 

A summary of RSU activity under the Plan is presented below (in thousands, except for fair value):

 

 

 

 

 

 

 

 

 

    

 

    

Weighted

 

 

 

 

 

Average

 

 

 

Number of

 

Grant-Date

 

 

 

Shares

 

Fair Value

 

Non-vested shares at January 1, 2017

 

148

 

$

8.13

 

Vested

 

(54)

 

$

11.64

 

Cancelled

 

(5)

 

$

5.30

 

Non-vested shares at March 31, 2017

 

89

 

$

6.16

 

Cancelled

 

(37)

 

$

5.75

 

Non-vested shares at June 30, 2017

 

52

 

$

6.46

 

Granted

 

407

 

$

0.93

 

Vested

 

(66)

 

$

0.95

 

Cancelled

 

(8)

 

$

5.30

 

Non-vested shares at September 30, 2017

 

385

 

$

1.58

 

 

In the nine months ended September 30, 2017, the Company paid approximately $22,000 for employee income taxes related to net share settlement of vested RSUs.

 

The total intrinsic value of the RSUs outstanding as of September 30, 2017 was $0.4 million.

 

The following table summarizes significant ranges of outstanding and exercisable options as of September 30, 2017 (in thousands, except contractual life and exercise price):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options Outstanding

 

Options Exercisable

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remaining

 

Weighted

 

 

 

Weighted

 

 

 

 

 

 

 

 

Contractual

 

Average

 

 

 

Average

 

Aggregate

 

 

 

Number

 

Life

 

Exercise

 

Number

 

Exercise

 

Intrinsic

 

Range of Exercise Price

 

Outstanding

 

(in Years)

 

Price

 

Exercisable

 

Price

 

value

 

$2.36 - $7.19

    

19

    

6.44

    

$

5.07

    

12

    

$

5.30

    

 

 

 

$7.20 - $16.99

 

122

 

8.35

 

$

7.20

 

49

 

$

7.20

 

 

 

 

$17.00 - $20.49

 

 4

 

3.79

 

$

17.00

 

 4

 

$

17.00

 

 

 

 

$20.50 - $30.89

 

45

 

7.42

 

$

20.50

 

39

 

$

20.50

 

 

 

 

$30.90 - $41.89

 

41

 

0.61

 

$

36.44

 

41

 

$

33.41

 

 

 

 

$41.90 - $46.20

 

17

 

4.16

 

$

44.01

 

17

 

$

44.01

 

 

 

 

$2.36 - $46.20

 

248

 

6.40

 

$

16.47

 

162

 

$

21.34

 

$

 —

 

Vested and expected to vest

 

240

 

6.32

 

$

16.77

 

 

 

 

 

 

$

 —

 

Exercisable

 

162

 

5.11

 

$

21.34

 

 

 

 

 

 

$

 —

 

 

There were no stock options exercised during the nine months ended September 30, 2017 or 2016.

 

 

Employee Stock Purchase Plan

 

In June 2010, the Company’s stockholders approved the 2010 Employee Stock Purchase Plan (ESPP). A total of 200,000 shares of common stock were initially reserved for issuance under the ESPP in 2010. On September 1, 2010, the Company commenced the first offering period under the ESPP. In May 2015, the Company’s stockholders approved an amendment increasing the number of shares reserved for issuance by 200,000 shares. The ESPP, which is intended to qualify under Section 423 of the Internal Revenue Code, is administered by the board of directors or the compensation committee of the board of directors. The ESPP provides that eligible employees may purchase up to $25,000 worth of the Company’s common stock annually over the course of two six-month offering periods. The purchase price to be paid by participants is 85% of the price per share of the Company’s common stock either at the beginning or the end of each six-month offering period, whichever is less.

 

In February 2017, the Compensation Committee of the Board of Directors elected to suspend the ESPP plan.  ESPP Plan participants were refunded their payroll contributions for the then open purchase period.