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, 2014
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 options outstanding to purchase 762 shares of common stock under its 2004 Stock Option Plan at December 31, 2014 and 2013.

 

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 1,715,000 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 vested as to 33% on April 1, 2014, vest as to 33% on April 1, 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, 2014 and 2013 and of changes in options outstanding under the Company’s plans during those years are as follows (shares in thousands):

 

    Years Ended December 31,  
    2014     2013  
    Number
of Shares
    Weighted Average Exercise Price     Number
of Shares
    Weighted Average
Exercise Price
 
Outstanding at beginning of year     241     $ 6.91       13     $ 63.00  
Issued         $       229     $ 3.74  
Cancelled       $       (1 )   $ 12.90  
Outstanding at end of year     241     $ 6.91       241     $ 6.91  
Options exercisable at end of year     89     $

11.59

      9     $ 88.08  

 

Stock options outstanding as of December 31, 2014 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       8.47     $ 3.74       76     $ 3.74  
$12.90     11       6.59     $ 12.90       11     $ 12.90  
$866.25-$871.50     1       0.57     $ 867.23       1     $ 867.23  

 

The options outstanding at December 31, 2014 and 2013 had intrinsic values of $1,509,000 and $309,000, 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       (142 )   $ 7.85  
Canceled       (17 )   $ 6.20  
Unvested at December 31, 2013       472     $ 5.07  
Issued       155     $ 15.23  
Vested       (227 )   $ 5.79  
Canceled       (10 )   $ 4.30  
Unvested at December 31, 2014       390     $ 8.71  

 

The fair value of the common stock at vesting aggregated $3,858,000 and $601,000 for the years ended December 31, 2014 and 2013, 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,  
    2014     2013  
Employees   $ 1,493     $ 1,333  
Non-employees     345       391  
Total stock-based compensation expense   $ 1,838     $ 1,724  

 

At December 31, 2014, the total compensation cost related to unvested awards which had not been recognized was $3,393,000 and the associated weighted-average period over which the compensation cost attributable to those unvested awards would be recognized is approximately 2 years.