Annual report pursuant to section 13 and 15(d)

10. STOCK BASED COMPENSATION

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

The Company has two equity incentive compensation plans: a 2004 Stock Option Plan and a 2006 Stock Incentive Plan.

 

2004 Stock Option Plan – The 2004 Stock Option Plan authorized the issuance of incentive stock options (“ISOs”) and non-qualified stock options (“NQOs”) to the Company’s officers, directors or key employees or to consultants that do business with the Company for up to an aggregate of 23,810 shares of common stock. On September 7, 2006, the Company terminated the 2004 Stock Option Plan, except to the extent of issued and outstanding options then existing under the plan. The Company had 762 stock options outstanding under its 2004 Stock Option Plan at December 31, 2013 and 2012.

 

2006 Stock Incentive Plan – The 2006 Stock Incentive Plan authorizes the issuance of ISOs, NQOs, restricted stock, restricted stock units, stock appreciation rights, direct stock issuances and other stock-based awards to the Company’s officers, directors or key employees or to consultants that do business with the Company for up to an aggregate of 914,285 shares of common stock.

 

Stock Options – On August 1, 2011, August 25, 2011 and June 18, 2013, the Company granted options to purchase an aggregate of 12,900, 1,000 and 229,000 shares of the Company’s common stock at exercise prices of $12.90, $5.25 and $3.74 per share, which were the respective closing prices per share of the Company’s common stock on the dates of grant, with estimated fair values of $6.60, $2.70 and $1.68, respectively. The options granted in 2011 vested as to 33% on each of April 1, 2012 and 2013 and vest as to 34% on April 1, 2014. The options granted in 2013 vest as to 33% on each of April 1, 2014 and 2015 and vest as to 34% on April 1, 2016. The options expire 10 years from the date of grant. Fair value was determined using the Black-Scholes Option Pricing Model. For the August 1, 2011 grants, the inputs to estimating fair value were: exercise price of $12.90; estimated life of 5.0 years; expected volatility of 56.7%; and risk free interest rate of 2.50%. For the August 25, 2011 grants, the inputs to estimating fair value were: exercise price of $5.25; estimated life of 5.0 years; expected volatility of 56.7% and risk free interest rate of 2.50%. For the June 18, 2013 grants, the inputs to estimating fair value were: exercise price of $3.74; estimated life of 3.0 years; expected volatility of 68.0% and risk free interest rate of 0.57%. The Company estimates expected volatility using peer companies within its industry.

 

Summaries of the status of Company’s stock option plans as of December 31, 2013 and 2012 and of changes in options outstanding under the Company’s plans during those years are as follows (shares in thousands):

 

    Years Ended December 31,  
    2013     2012  
    Number
of Shares
    Weighted Average Exercise Price     Number
of Shares
    Weighted Average
Exercise Price
 
Outstanding at beginning of year     13     $ 63.00       15     $ 56.70  
Issued     229     $ 3.74           $  
Cancelled     (1 )   $ 12.90       (2 )   $ 8.25  
Outstanding at end of year     241     $ 6.91       13     $ 63.00  
Options exercisable at end of year     9     $

88.08

      5     $ 147.45  

 

Stock options outstanding as of December 31, 2013, were as follows (number of shares in thousands): 

 

    Options Outstanding     Options Exercisable  
Range of
Exercise Prices
  Number
Outstanding
    Weighted Average Remaining Contractual Life (yrs)     Weighted Average Exercise
Price
    Number Exercisable     Weighted
Average
Exercise
Price
 
                                         
$3.74     229       9.47     $ 3.74           $  
$12.90     11       7.59     $ 12.90       8     $ 12.90  
$866.25-$871.50     1       1.57     $ 867.23       1     $ 867.23  

 

The options outstanding at December 31, 2013 and 2012 had intrinsic values of $309,000 and $0, respectively.

 

Restricted Stock – The Company granted to certain employees and directors shares of restricted stock under its 2006 Stock Incentive Plan pursuant to restricted stock agreements. A summary of unvested restricted stock activity is as follows (shares in thousands):

 

    Number of
Shares
    Weighted
Average
Grant Date
Fair Value
Per Share
 
Unvested at December 31, 2011     31     $ 64.05  
Vested     (13 )   $ 81.90  
Canceled     (2 )   $ 61.20  
Unvested at December 31, 2012     16     $ 50.40  
Issued     615     $ 4.56  
Vested     (190 )   $ 7.85  
Canceled     (17 )   $ 6.10  
Unvested at December 31, 2013     424     $ 5.07  

 

The fair value of the common stock at vesting aggregated $601,000 and $112,000 for the years ended December 31, 2013 and 2012, respectively. Stock-based compensation expense related to employee and non-employee restricted stock and option grants recognized in income were as follows (in thousands):

 

    Years Ended December 31,  
    2013     2012  
Employees   $

1,333

    $ 782  
Non-employees     391       24  
Total stock-based compensation expense   $ 1,724     $ 806  

  

At December 31, 2013, the total compensation cost related to unvested awards which had not been recognized was $2,400,000 and the associated weighted-average period over which the compensation cost attributable to those unvested awards would be recognized was 1.65 years.