CAPITAL STOCK | 4. CAPITAL STOCK Stock Option Plans The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model, with the following weighted average assumptions for options granted in the three and nine months ended September 30, 2014 and 2015. Three Months Ended September 30, Nine Months Ended September 30. 2014 2015 2014 2015 Risk-free interest rate 1.24% 1.15% 1.07% 1.16% Expected lives 3.4 years 3.4 years 3.3 years 3.4 years Expected volatility 44% 40% 46% 42% Expected dividend yield 0% 0% 0% 0% A summary of the Company's stock option plans, excluding options to purchase fractional shares resulting from the Company's December 2010 1-for-10 reverse stock split is as follows: Year Ended December 31, 2014 Nine Months Ended September 30, 2015 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Outstanding at beginning of period 1,321,232 $ 10.386 1,074,251 $ 10.111 Granted at market 134,800 $ 16.398 34,346 $ 28.353 Cancelled (218,926 ) $ 17.786 (27,715 ) $ 10.053 Exercised (162,855 ) $ 7.234 (181,983 ) $ 9.984 Outstanding at end of period 1,074,251 $ 10.110 898,899 $ 10.835 Exercisable at end of period 729,175 $ 9.800 660,176 $ 10.471 The estimated fair value of stock options granted during the nine months ended September 30, 2014 and 2015 was computed to be approximately $117 thousand and $309 thousand, respectively. The amount is amortized ratably over the vesting period of the options. The per share weighted average estimated fair value of options granted during the nine months ended September 30, 2014 and 2015 was computed to be approximately $3.68 and $9.00, respectively. The total intrinsic value of options exercised during the nine months ended September 30, 2014 and 2015 was approximately $516 thousand and $3.1 million, respectively. The cash proceeds from options exercised during the nine months ended September 30, 2014 and 2015 were approximately $889 thousand and $1.4 million, respectively. The following table summarizes information about stock options outstanding and exercisable at September 30, 2015, excluding outstanding options to purchase an aggregate of 8.6 fractional shares resulting from the Company's December 2010 1-for-10 reverse stock split with a weighted average remaining contractual life of 0.8 years, a weighted average exercise price of $15.27 and exercise prices ranging from $9.50 to $22.50. The Company intends to issue whole shares only from option exercises. Options Outstanding Options Exercisable Exercise Prices Number of Options Outstanding at September 30, 2015 Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price Number of Options Exercisable at September 30, 2015 Weighted Average Exercise Price $ 4.40 - $ 6.90 226,552 5.15 $ 5.596 218,699 $ 5.558 $ 6.91 - $ 7.36 183,294 8.14 $ 7.360 82,483 $ 7.360 $ 7.37 - $12.34 181,242 7.04 $ 9.069 138,633 $ 9.205 $12.35 -$17.17 119,261 1.67 $ 14.038 115,489 $ 14.007 $17.18 - $32.21 188,550 7.03 $ 20.181 104,872 $ 26.015 $ 4.40 - $32.21 898,899 6.07 $ 10.835 660,176 $ 10.471 As of September 30, 2015, there was approximately $1.0 million of total unrecognized compensation cost related to outstanding stock options. That cost is expected to be recognized over a weighted average period of 1.6 years, with approximately $163 thousand to be recognized in the three months ending December 31, 2015 and all the cost to be recognized as of September 2019, assuming all options vest according to the vesting schedules in place at September 30, 2015. As of September 30, 2015, the aggregate intrinsic value of outstanding options was approximately $17.7 million and the aggregate intrinsic value of exercisable options was approximately $13.2 million. Employee Stock Purchase Plan (the "ESPP") On May 5, 2015, the Company's shareholders approved the amendment and restatement of the ESPP, including a 75,000 share increase to 450,000 total shares authorized under the ESPP as well as the following changes as compared to the ESPP prior to the amendment and restatement. Beginning April 1, 2015, employees may elect to withhold a positive fixed amount from each compensation payment in addition to the previous approach of withholding a whole percentage of such compensation payment, with all withholding for a given employee subject to a maximum monthly amount of $2,500 following the amendment and restatement as opposed to a $25,000 maximum annual amount prior to the amendment and restatement. For offering periods beginning on or after April 1, 2015, the purchase price of stock on March 31, June 30, September 30 and December 31 is to be the lesser of (1) 85% of the fair market value at the time of purchase and (2) the greater of (i) 85% of the fair market value at the beginning of the applicable offering period, (ii) the fair market value at the beginning of the applicable offering period less 1 cent and (iii) 65% of the fair market value at the time of purchase. In addition, participating employees may elect to purchase shares under the ESPP at the beginning of an applicable offering period for a purchase price of stock equal to the greater of (1) 85% of the fair market value at the beginning of the applicable offering period and (2) the fair market value at the beginning of the applicable offering period less 1 cent or at 5 pm on a day other than March 31, June 30, September 30 and December 31 during the applicable offering period for a purchase price of stock equal to the greater of (1) 85% of the fair market value at the time of purchase and (2) the fair market value at the time of purchase less 1 cent. In the nine months ended September 30, 2014, the Company issued 23,418 shares under the ESPP. In the nine months ended September 30, 2015, the Company issued 11,475 shares under the ESPP. For the three and nine months ending September 30 of the following years, the Company estimated the fair values of stock purchase rights granted under the ESPP using the Black-Scholes pricing model and the following weighted average assumptions: Three Months Ended September 30 Nine Months Ended September 30 2014 2015 2014 2015 Risk-free interest rate 0.22% 0.28% 0.23% 0.25% Expected lives 1.3 years 1.4 years 1.3 years 1.3 years Expected volatility 34% 39% 34% 36% Expected dividend yield 0% 0% 0% 0% For the nine months ended September 30, 2014, the weighted-average fair value of the purchase rights granted was $2.37 per share. For the nine months ended September 30, 2015, the weighted-average fair value of the purchase rights granted was $5.77 per share. Restricted Stock Vesting and Issuance In the nine months ended September 30, 2015, Mr. Wilson vested 39,000 shares, which were shares originally issued on May 6, 2014 following a vote of approval by the Company's stockholders pursuant to an employment agreement between Mr. Wilson and the Company effective as of March 26, 2014 (the "Wilson Employment Agreement"), upon the Company's achievement of certain stock price targets as defined and further described in the Wilson Employment Agreement as well as 55,000 shares subject to time-based vesting issued on March 26, 2014 pursuant to the Wilson Employment Agreement. On March 17, 2015, the Company issued unvested shares to certain Executive Officers related to performance-based restricted stock grants (the "Performance Grants") and performance-based restricted stock grants related to the Company's 2015 Management Incentive Plan (the "MIP Grants"). The Performance Grants are to cliff vest three years following issuance, subject to the Company's achieving $7 million in Operating Cash Flow, as defined in the underlying restricted stock grant agreement, in at least one of 2015, 2016 or 2017, and other vesting provisions in the underlying restricted stock grant agreement. The MIP Grants are to vest on the date MIP Payouts are to be made under the 2015 Management Incentive Plan and are subject to the Company's achievement of certain financial goals and other vesting provisions in the underlying restricted stock grant agreement. The Company issued 52,956 shares under Performance Grants and 24,649 shares under MIP Grants on March 17, 2015. Restrictions on the transfer of Company stock The Company's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), places restrictions (the "Transfer Restrictions") on the transfer of the Company's stock that could adversely effect the Company's ability to utilize its domestic Federal Net Operating Loss Position. In particular, the Transfer Restrictions prevent the transfer of shares without the approval of the Company's Board of Directors if, as a consequence of such transfer, an individual, entity or groups of individuals or entities would become a 5-percent holder under Section 382 of the Internal Revenue Code of 1986, as amended, and the related Treasury regulations, and also prevents any existing 5-percent holder from increasing his or her ownership position in the Company without the approval of the Company's Board of Directors. Any transfer of shares in violation of the Transfer Restrictions (a "Transfer Violation") shall be void ab initio |