Stockholders' Equity | 12 Months Ended |
Dec. 31, 2013 |
Stockholders' Equity | ' |
9 | | Stockholders’ Equity | | | | | | | | | | | | | | | | | | |
Preferred Stock |
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The Board of Directors is authorized, subject to any limitations prescribed by law, to issue preferred stock in one or more series. Each series shall have the rights, preferences, privileges and restrictions, related to dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the right to increase or decrease the number of shares of any series, as the Board of Directors shall determine. The Board of Directors may issue preferred stock with voting or conversion rights that may have the effect of delaying, deferring or preventing a change in control of Actuate and could adversely affect the market price of the common stock and the voting and other rights of the holders of common stock. The Company currently has no plans to issue any preferred stock. |
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Stock Option Plans |
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Amended and Restated 1998 Equity Incentive Plan. In May 1998, the 1998 Equity Incentive Plan (the “1998 Plan”) was adopted by the Board of Directors and approved by the stockholders in July 1998. Employees, consultants and directors are eligible for awards under the 1998 Plan. The 1998 Plan was amended and restated in May 1999. Initially, a total of 5,200,000 shares of common stock were reserved for issuance under the 1998 Plan. Until January 2, 2010, on January 1 of each year, the number of shares reserved for issuance under the 1998 Plan was increased automatically by the lesser of (i) 5% of the total number of shares of common stock then outstanding or (ii) 2,800,000 shares (the “Evergreen Feature”). Effective January 2, 2010, the Evergreen Feature was terminated. |
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Under the 1998 Plan, eligible participants may be awarded options to purchase shares of common stock, stock appreciation rights (“SARs”), restricted shares or stock units (collectively, the “Awards”). Options under the 1998 Plan may be incentive stock options designed to satisfy Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) or non-statutory stock options not designed to meet such requirements. If restricted shares or shares issued upon the exercise of options granted under the 1998 Plan are forfeited, then such shares will again become available for Awards under the 1998 Plan. If stock units, options or SARs granted under the 1998 Plan are forfeited or terminated for any other reason before being exercised, then the corresponding shares will again become available for Awards under the 1998 Plan. The exercise price for non-statutory and incentive stock options granted under the 1998 Plan may not be less than 85% or 100%, respectively, of the fair market value of the common stock on the option grant date. The Board may amend or terminate the 1998 Plan at any time. Amendments may be subject to stockholder approval to the extent required by applicable laws. Options granted under the 1998 Plan are exercisable when vested. Shares generally vest at the rate of 20% or 25% after one year from the date of grant with the remaining balance vesting monthly over the next three or four years, with a maximum contractual life of ten years. Upon a change in control, an Award under the 1998 Plan will become fully vested as to all shares subject to such Award if such Award is not assumed by the surviving corporation or its parent and the surviving corporation or its parent does not substitute such Award with another Award of substantially the same terms. In the event of an involuntary termination of a participant within 12 months following a change in control, the vesting of an Award under the 1998 Plan will accelerate in full. All outstanding repurchase rights under the 1998 Plan shall terminate automatically upon the occurrence of any merger, consolidation, or disposition of all or substantially all of the Company’s assets, except to the extent the repurchase rights are expressly assigned to the successor corporation. As of December 31, 2013, 10,582,120 shares of common stock were reserved and available for future grants under the 1998 Option Plan. |
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The Board of Directors may authorize the issuance of performance stock units (“PSUs”) from the Company’s 1998 Equity Incentive Plan. PSUs are awards that vest either through a “performance condition” or “market condition”. In May 2012 the Board granted PSUs with a market condition (“MSUs”) to the Chief Executive Officer and Chief Financial Officer. Each MSU represents the right to one share of Actuate’s common stock. The actual number of MSUs which will be eligible to vest will be based on the performance of Actuate’s stock price relative to the performance of the S&P Small Cap 600 Index over a two-year vesting period, up to 200% of the MSUs initially granted. After the initial performance period, 50% of the earned award vests immediately and the remaining 50% is subject to an additional one year service period. MSUs are valued using the Monte Carlo simulation model and the compensation expense is amortized over the three year performance and service period. |
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In April 2013, additional MSUs were granted to the Chief Executive Officer and Chief Financial Officer of the Company. The actual number of MSUs which will be eligible to vest will be based on the performance of Actuate’s stock price relative to the performance of the Russell 2000 Index over a two and three year vesting period, up to 200% of the MSUs initially granted. The award is divided into two equal tranches. The first tranche vests over a two year performance period and the second tranche vests over a three year performance period. We value the MSUs using the Monte Carlo simulation model and amortize the compensation expense over the two and three year performance periods. |
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Effective January 2010, restricted stock units (“RSUs”) were granted to senior management as part of the Company’s annual incentive compensation program under the Amended and Restated 1998 Equity Incentive Plan. RSUs are valued based on the closing price of the Company’s common stock on the grant date. In general, restricted stock units vest over four years with annual cliff vesting and are subject to the employees’ continuing service to the Company. For each restricted stock unit granted under the 1998 Plan, a share reserve ratio is applied for the purpose of determining the remaining number of shares reserved for future grants under the plan. The share reserve ratio is 1:1 for each restricted stock unit granted, and an equivalent of 1 share will be deducted from the share reserve for each restricted stock unit issued. Likewise, each forfeited restricted stock unit increases the number of shares available for issuance by the applicable rate at the time of forfeiture. As of December 31, 2013, a total of 1,446,250 RSUs were issued and granted to the Company’s senior management, employees and non-employee Board of Directors. |
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In February 2011, the Board of Directors approved the acceleration of 333,333 stock options that had been previously granted to a senior executive who had passed away in December 2010. In addition, the exercise terms for these accelerated options along with 129,167 of vested options were extended from one to two years. As such, the full fair value of these options was measured as of the modification date and fully expensed at that time. Since there was no longer a performance obligation at the date of modification associated with these options, an alternate classification and accounting under GAAP was required. As a result, these accelerated options were to be measured and classified as liability rather than equity. Accordingly, at the end of each quarter, we calculate the revised fair value of these options and recognize any corresponding gain or loss to income. We will continue this accounting treatment until these options were fully exercised or when the exercise period expired on December 31, 2012. Of these share-based awards, approximately $56,000 was charged to compensation expense in fiscal year 2012. At the end of the two year exercise period on December 31, 2012 approximately $683,000 classified as other accrued liabilities were offset down to zero against expense and additional paid-in capital on the Company’s Consolidated Balance Sheet on December 31, 2012. |
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2001 Supplemental Stock Plan. In January 2001, the Board of Directors adopted the 2001 Supplemental Stock Plan (the “2001 Plan”). A total of 2,700,000 shares of common stock were reserved for issuance under the 2001 Plan. Employees and consultants are eligible for awards under the 2001 Plan. Members of the Board of Directors and officers of Actuate are not eligible to receive awards under the 2001 Plan. |
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Under the 2001 Plan, eligible participants may be awarded options to purchase shares of common stock and restricted shares only. All options granted under the 2001 Plan are non-statutory stock options. If restricted shares or shares issued upon the exercise of options granted under the 2001 Plan are forfeited, then such shares will again become available for awards under the 2001 Plan. The exercise price for non-statutory and incentive stock options granted under the 2001 Plan may not be less than 85% or 100%, respectively, of the fair market value of the common stock on the option grant date. The Board may amend or terminate the 2001 Plan at any time. Amendments may be subject to stockholder approval to the extent required by applicable laws. |
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Options granted under the 2001 Plan are exercisable when vested. Shares generally vest at the rate of 25% after one year from the date of grant with the remaining balance vesting monthly over the next four years, with a maximum contractual life of ten years. Upon a change in control, an award under the 2001 Plan will become fully vested as to all shares subject to such award if such award is not assumed by the surviving corporation or its parent and the surviving corporation or its parent does not substitute such award with another award of substantially the same terms. In the event of an involuntary termination of a participant within 12 months following a change in control, the vesting of an award under the 2001 Plan will accelerate in full. All outstanding repurchase rights under the 2001 Plan shall terminate automatically upon the occurrence of any merger, consolidation, or disposition of all or substantially all of the Company’s assets, except to the extent the repurchase rights are expressly assigned to the successor corporation. As of December 31, 2013, 705,541 shares of common stock were reserved and available for future grants under the 2001 Option Plan. |
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1998 Non-Employee Director Option Plan. The 1998 Non-Employee Directors Option Plan (the “Directors Option Plan”) was adopted by the Board of Directors in May 1998, and approved by the stockholders in July 1998. The Director Option Plan provides for non-employee members of the Board of Directors to be eligible for automatic option grants. 800,000 shares of common stock have been authorized for issuance under the Directors Option Plan. |
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An individual who first joins the Board of Directors as a non-employee director is awarded an option to purchase 25,000 shares of the Company’s Common Stock and a restricted stock unit award (“RSU”) covering 12,500 shares of the Company’s Common Stock. These options and RSUs each have a four year vesting period tied to continued Board service. Each option has an exercise price equal to the closing price of the Company’s Common Stock on the day of the grant, and 25% will vest upon the non-employee directors’ continued Board service through the first anniversary of the award date and on an equal, monthly basis over the next 3 years of service thereafter. The first 25% of each restricted stock unit award will vest 13 months following the award date and the remainder will vest in a series of three successive equal annual installments on each of the second, third and fourth anniversaries of the award date, provided that the non-employee director continues in Board service through each such vesting date. Each non-employee director receiving an initial 12,500-share RSU award is given the opportunity to elect to defer the receipt of the shares of Actuate Common Stock that vest and become issuable pursuant to the initial RSU award. If a non-employee director makes a timely deferral election, then the shares of Actuate Common Stock in which he or she vests under the initial RSU award will be issued upon termination of Board service. In the absence of an effective deferral election, any shares of the Company’s Common Stock in which the non-employee director vests under the initial RSU award will be issued as those shares vest. |
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Each continuing non-employee director is granted an RSU award covering 16,000 shares of the Company’s Common Stock at each annual stockholders meeting. Each restricted stock unit award granted to a continuing non-employee director will vest upon the non-employee director’s continued Board service through the first anniversary of the award date. Before the start of each calendar year, each of our non-employee directors is given the opportunity to elect to defer the receipt of any or all of the shares of Actuate Common Stock that vest and become issuable pursuant to the restricted stock unit award to be made to such non-employee director at the next annual stockholders meeting. If a non-employee director makes a timely deferral election, then the shares of Actuate Common Stock in which he or she vests under the RSU award will be issued upon his termination of Board service. In the absence of an effective deferral election, any shares of the Company’s Common Stock in which the non-employee director vests under the RSU award will be issued as those shares vest. |
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Each restricted stock unit award and each option award granted to a new or continuing non-employee director will vest in full on an accelerated basis upon (i) an approved acquisition of the Company by merger or consolidation, (ii) a sale of all or substantially all of the Company’s assets, (iii) the successful completion of a tender or exchange offer for securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities, or (iv) the death or disability of the optionee while serving as a member of the Board of Directors. Each restricted stock unit that vests will entitle the recipient to one share of the Company’s common stock on the designated issuance date for that share. All grants are made under the 1998 Plan. |
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As of December 31, 2013, 495,000 shares of common stock were reserved and available for future grants under the Directors Option Plan. |
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Shares issued as a result of the exercise of options under any of the Company plans would be fulfilled through shares currently in our existing pools. Total authorized but unissued shares of common stock were 21,709,641 as of December 31, 2013. |
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Plan Summary | | Shares | | | Options and | | | Total Authorized But | | | | | | | | | |
Available | Awards | Unissued | | | | | | | | |
for | Outstanding (2) | | | | | | | | | |
Grant (1) | | | | | | | | | | |
Amended and Restated 1998 Equity Incentive Plan | | | 10,582,120 | | | | 9,839,113 | | | | 20,421,233 | | | | | | | | | |
2001 Supplemental Stock Plan | | | 705,541 | | | | 35,156 | | | | 740,697 | | | | | | | | | |
1998 Non-Employee Director Option Plan | | | 495,000 | | | | 105,000 | | | | 600,000 | | | | | | | | | |
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Total Stock Plans | | | 11,782,661 | | | | 9,979,269 | | | | 21,761,930 | | | | | | | | | |
Other awards | | | (52,289 | ) | | | — | | | | (52,289 | ) | | | | | | | | |
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Total Stock Plans Balance at December 31, 2013 | | | 11,730,372 | | | | 9,979,269 | | | | 21,709,641 | | | | | | | | | |
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-1 | Other awards include a grant totaling 50,000 shares approved by the Company’s Board of Directors in February 2011 to the beneficiary of a deceased senior executive in recognition of services performed. Also included are 2,289 shares of stock granted to an employee in April 2013. | | | | | | | | | | | | | | | | | | | |
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-2 | Total outstanding at December 31, 2013 includes 8,695,827 of options and 1,363,812 of RSUs net of 80,370 of forfeited MSUs in fiscal 2013. | | | | | | | | | | | | | | | | | | | |
All new employee options are subject to the same vesting schedule (twenty-five percent of the option shares will vest on the one year anniversary of the option grant date and the remaining option shares will vest in thirty-six equal monthly installments over the thirty-six month period measured from the first anniversary of the option grant date, provided the optionee continues to provide services to the Company through each applicable vesting date) and all have ten year terms. |
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Activity under all plans was as follows: |
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| | Shares | | | Options and Awards Outstanding | | | Weighted- | | | | | |
Available | Average | | | | |
for | Exercise | | | | |
| Grant (1) | | Number of | | | Price Per Share | | | Price | | | | |
| Shares | | | | | |
Balance at December 31, 2010 | | | 16,603,844 | | | | 15,597,091 | | | $ | 0.78-$17.50 | | | $ | 3.95 | | | | | |
Options granted | | | (1,937,170 | ) | | | 1,937,170 | | | $ | 4.63-$6.72 | | | $ | 5.51 | | | | | |
Options exercised | | | — | | | | (4,042,132 | ) | | $ | 1.49-$6.10 | | | $ | 3.18 | | | | | |
Options forfeited and cancelled | | | 754,983 | | | | (754,983 | ) | | $ | 1.49-$17.50 | | | $ | 7.29 | | | | | |
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Balance at December 31, 2011 | | | 15,421,657 | | | | 12,737,146 | | | $ | 0.78-$8.39 | | | $ | 4.24 | | | | | |
Options granted | | | (2,161,600 | ) | | | 2,161,600 | | | $ | 5.09-$7.25 | | | $ | 6.3 | | | | | |
Options exercised | | | — | | | | (3,527,905 | ) | | $ | 1.49-$6.55 | | | $ | 3.04 | | | | | |
Options forfeited and cancelled | | | 579,772 | | | | (579,772 | ) | | $ | 0.78-$7.45 | | | $ | 5.97 | | | | | |
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Balance at December 31, 2012 | | | 13,839,829 | | | | 10,791,069 | | | $ | 1.39-$8.39 | | | $ | 4.95 | | | | | |
Options granted | | | (1,345,850 | ) | | | 1,345,850 | | | $ | 5.50-$8.00 | | | $ | 5.75 | | | | | |
Options exercised | | | — | | | | (2,830,342 | ) | | $ | 1.39-$7.72 | | | $ | 4.27 | | | | | |
Options forfeited and cancelled (2) | | | 691,120 | | | | (610,750 | ) | | $ | 1.49-$8.39 | | | $ | 5.88 | | | | | |
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Balance at December 31, 2013 | | | 13,185,099 | | | | 8,695,827 | | | $ | 1.86-$8.39 | | | $ | 5.23 | | | | | |
RSUs and MSUs, net of cancellations and forfeitures | | | (1,402,438 | ) | | | 1,283,442 | | | | — | | | | — | | | | | |
Other awards (3) | | | (52,289 | ) | | | — | | | | — | | | | — | | | | | |
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Total Stock Plans Balance at December 31, 2013 | | | 11,730,372 | | | | 9,979,269 | | | | | | | | | | | | | |
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-1 | The balance of shares available for grant at December 31, 2013 includes 1,402,438 shares of RSUs and MSUs granted inception to date, net of cancellations. Of this total, 572,500 shares were granted in fiscal 2013, a total of 440,000 in fiscal 2012 and 207,438 shares were granted in fiscal 2011. Of the 572,500 shares granted in fiscal 2013, 447,500 shares were RSUs and 125,000 shares were MSUs. Of the 440,000 shares granted in fiscal 2012, 205,000 shares were RSUs and 235,000 shares were MSUs. No MSUs were granted in fiscal year 2011. | | | | | | | | | | | | | | | | | | | |
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-2 | Included in 691,120 options forfeited and cancelled are unearned MSUs of 80,370 from the May 8, 2012 grant. These 80,370 MSUs will not be reflected in awards outstanding until the release event occurs. | | | | | | | | | | | | | | | | | | | |
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-3 | Other awards include a grant totaling 50,000 shares approved by the Company’s Board of Directors in February 2011 to the beneficiary of a deceased senior executive in recognition of services performed. Also included are 2,289 shares of stock granted to an employee in April 2013. | | | | | | | | | | | | | | | | | | | |
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All vested stock options are exercisable. The following table summarizes information about stock options outstanding and exercisable as of December 31, 2013: |
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| | Options Outstanding | | | Options Exercisable | |
Range of Exercise Prices | | Number of | | | Weighted- | | | Weighted- | | | Number of | | | Weighted- | |
Shares | Average | Average | Shares | Average |
| Remaining | Exercise | | Exercise |
| Contractual Life | Price | | Price |
$1.49-$3.56 | | | 1,036,915 | | | | 3.89 years | | | $ | 3.27 | | | | 1,036,915 | | | $ | 3.27 | |
$3.59-$4.80 | | | 1,633,469 | | | | 4.30 years | | | $ | 4.31 | | | | 1,596,001 | | | $ | 4.31 | |
$4.84-$5.31 | | | 1,119,656 | | | | 3.77 years | | | $ | 5.14 | | | | 1,063,245 | | | $ | 5.13 | |
$5.32-$5.48 | | | 1,024,120 | | | | 6.98 years | | | $ | 5.48 | | | | 721,060 | | | $ | 5.48 | |
$5.49-$6.08 | | | 1,068,649 | | | | 8.57 years | | | $ | 5.58 | | | | 53,963 | | | $ | 5.68 | |
$6.09-$6.26 | | | 1,202,215 | | | | 4.58 years | | | $ | 6.11 | | | | 1,092,893 | | | $ | 6.11 | |
$6.27-$6.30 | | | 1,266,501 | | | | 7.37 years | | | $ | 6.3 | | | | 555,646 | | | $ | 6.3 | |
$6.33-$8.39 | | | 344,302 | | | | 8.03 years | | | $ | 6.99 | | | | 157,906 | | | $ | 6.94 | |
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$1.49-$8.39 | | | 8,695,827 | | | | 5.66 years | | | $ | 5.23 | | | | 6,277,629 | | | $ | 4.98 | |
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The following table summarizes information about stock options outstanding and exercisable including the intrinsic values and weighted average exercise prices and remaining contractual terms under outstanding and exercisable categories as of December 31, 2013 and 2012: |
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| | December 31, | | | December 31, | | | | | | | | | | | | | |
2013 | 2012 | | | | | | | | | | | | |
Options Outstanding—Vested and Expected to Vest | | | | | | | | | | | | | | | | | | | | |
Vested and expected to vest, net of expected forfeitures | | | 8,615,757 | | | | 10,715,803 | | | | | | | | | | | | | |
Aggregate intrinsic value (in thousands) | | $ | 21,430 | | | $ | 9,382 | | | | | | | | | | | | | |
Weighted average exercise price per share | | $ | 5.22 | | | $ | 4.94 | | | | | | | | | | | | | |
Weighted average remaining contractual term (in years) | | | 5.63 | | | | 5.83 | | | | | | | | | | | | | |
Options Exercisable | | | | | | | | | | | | | | | | | | | | |
Options currently exercisable | | | 6,277,629 | | | | 7,464,015 | | | | | | | | | | | | | |
Aggregate intrinsic value of currently exercisable options (in thousands) | | $ | 17,160 | | | $ | 8,827 | | | | | | | | | | | | | |
Weighted average exercise price per share | | $ | 4.98 | | | $ | 4.54 | | | | | | | | | | | | | |
Weighted average remaining contractual term (in years) | | | 4.73 | | | | 4.66 | | | | | | | | | | | | | |
As of December 31, 2013, there was approximately $3.3 million of total unrecognized compensation cost related to unvested stock options granted under the Plan. That cost is expected to be recognized over a weighted average period of 1.12 years. |
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The following table summarizes activities related to restricted stock units: |
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| | Awards Outstanding | | | Weighted- | | | | | | | | |
(RSUs) | Average | | | | |
| Remaining | | | | |
| Contractual | | | | |
| Term | | | | |
| Number of | | | Weighted- | | | (Years) | | Aggregate | | | | | |
Units | Average | | Fair Value | | | | |
| Grant | | (thousands) | | | | |
| Date Fair | | | | | | |
| Value | | | | | | |
Balance at December 31, 2010 | | | 182,500 | | | $ | 4.75 | | | | 1.48 | | | $ | 1,040 | | | | | |
Awarded | | | 232,500 | | | | 5.48 | | | | — | | | | — | | | | | |
Released | | | (5,251 | ) | | | 4.8 | | | | — | | | | — | | | | | |
Forfeited | | | (25,062 | ) | | | 5.34 | | | | — | | | | — | | | | | |
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Balance at December 31, 2011 | | | 384,687 | | | | 5.15 | | | | 1.28 | | | $ | 2,254 | | | | | |
Awarded | | | 205,000 | | | | 6.4 | | | | — | | | | — | | | | | |
Released | | | (12,313 | ) | | | 5.28 | | | | — | | | | — | | | | | |
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Balance at December 31, 2012 | | | 577,374 | | | | 5.59 | | | | 1.13 | | | $ | 3,233 | | | | | |
Awarded | | | 447,500 | | | | 5.73 | | | | — | | | | — | | | | | |
Released | | | (21,062 | ) | | | 5.71 | | | | — | | | | — | | | | | |
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Balance at December 31, 2013 | | | 1,003,812 | | | $ | 5.65 | | | | 1.15 | | | $ | 7,739 | | | | | |
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For each restricted stock unit granted under the 1998 Plan, a share reserve ratio is applied for the purpose of determining the remaining number of shares reserved for future grants under the plan. The share reserve ratio is 1:1 for each restricted stock unit granted, and an equivalent of 1 share will be deducted from the share reserve for each restricted stock unit issued. Likewise, each forfeited restricted stock unit increases the number of shares available for issuance by the applicable rate at the time of forfeiture. |
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As of December 31, 2013, a total of 1,003,812 RSUs will be deducted from the share reserve for future restricted stock units issued. The weighted average grant date fair value of restricted stock units granted during the year ended December 31, 2013 was $5.73 per unit. |
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| | Number of | | | Weighted Average | | | Aggregate | | | | | | | | | |
Units | Remaining | Intrinsic Value | | | | | | | | |
| Contractual Life | (thousands) | | | | | | | | |
| (years) | | | | | | | | | |
Restricted stock units outstanding | | | 1,003,812 | | | | 1.15 | | | $ | 7,739 | | | | | | | | | |
Restricted stock units vested and expected to vest | | | 980,188 | | | | 1.12 | | | $ | 5,180 | | | | | | | | | |
As of December 31, 2013, there was approximately $1.4 million of total unrecognized compensation cost related to unvested RSUs granted under the Plan. That cost is expected to be recognized over a weighted average period of 1.15 years. |
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Summary of Market-Performance Based Restricted Stock Units (“MSUs”) |
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MSU activity for the year ended December 31, 2013: |
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| | Awards Outstanding (MSUs) | | | Weighted-Average | | | | | | | | |
Remaining | | | | |
Contractual Term | | | | |
| Number of | | | Weighted-Average | | | (Years) | | Aggregate | | | | | |
Units | Grant Date Fair | | Fair Value | | | | |
| Value | | (thousands) | | | | |
Balance at December 31, 2011(1) | | | — | | | | — | | | | — | | | | — | | | | | |
Awarded | | | 235,000 | | | $ | 8.01 | | | | — | | | | — | | | | | |
Released | | | — | | | | — | | | | — | | | | — | | | | | |
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Balance at December 31, 2012 | | | 235,000 | | | | — | | | | 1.5 | | | $ | 1,316 | | | | | |
Awarded | | | 125,000 | | | $ | 5.65 | | | | — | | | | — | | | | | |
Released | | | — | | | | — | | | | — | | | | — | | | | | |
Forfeited | | | (80,370 | ) | | | — | | | | — | | | | — | | | | | |
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Balance at December 31, 2013 | | | 279,630 | | | $ | 6.96 | | | | 1.26 | | | $ | 2,156 | | | | | |
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Ending vested and expected to vest | | | 270,536 | | | | — | | | | 1.25 | | | $ | 1,800 | | | | | |
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-1 | There were no MSUs granted in fiscal 2011. | | | | | | | | | | | | | | | | | | | |
Summary of Unvested Awards |
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Activities related to unvested RSUs and MSUs for the year ended December 31, 2013: |
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Unvested Units | | Units | | | Weighted-Average | | | | | | | | | | | | | |
Grant Date Fair | | | | | | | | | | | | |
Value | | | | | | | | | | | | |
Unvested at December 31, 2012 | | | 645,249 | | | $ | 6.2 | | | | | | | | | | | | | |
Awarded | | | 572,500 | | | | 5.71 | | | | | | | | | | | | | |
Vested | | | (199,442 | ) | | | 6.26 | | | | | | | | | | | | | |
Forfeited | | | (80,370 | ) | | | 8.01 | | | | | | | | | | | | | |
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Unvested at December 31, 2013 | | | 937,937 | | | $ | 6.02 | | | | | | | | | | | | | |
Vested and deferred-to-date | | | 345,505 | | | | — | | | | | | | | | | | | | |
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Balance at December 31, 2013 | | | 1,283,442 | | | | — | | | | | | | | | | | | | |
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Outstanding Awards Recap (1) | | Units | | | | | | | | | | | | | | | | | |
RSUs | | | 1,003,812 | | | | | | | | | | | | | | | | | |
MSUs | | | 279,630 | | | | | | | | | | | | | | | | | |
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Balance at December 31, 2013 | | | 1,283,442 | | | | | | | | | | | | | | | | | |
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-1 | Outstanding includes both unvested and deferred awards. | | | | | | | | | | | | | | | | | | | |
Actuate Corporation 1998 Employee Stock Purchase Plan |
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The Actuate Corporation 1998 Employee Stock Purchase Plan (the “Purchase Plan”) was adopted by the Board of Directors in May 1998, and approved by the stockholders in July 1998. A total of 1,000,000 shares of common stock were initially reserved for issuance under the Purchase Plan. On January 1 of each year, the number of shares reserved for issuance under the Purchase Plan is automatically increased by 600,000 shares. The Purchase Plan is intended to qualify under Section 423 of the Code. Each calendar year, two overlapping 24-month offering periods will commence on February 1 and August 1. Each offering period contains four six-month accumulation periods, with purchases occurring at the end of each six-month accumulation period. If the market price of Actuate’s stock at the end of any six-month purchase period is lower than the stock price at the original grant date, the offering period is cancelled immediately after that purchase date. A new 24-month offering period is established using the then-current stock price as the base purchase price. The Purchase Plan permits each eligible employee to purchase common stock through payroll deductions, which may not exceed 15% of an employee’s cash compensation. New participants starting in any offering period may purchase up to 1000 shares per accumulation period. The price of each share of common stock purchased under the Purchase Plan will be 85% of the lower of (i) the fair market value per share of common stock on the date immediately prior to the first date of the applicable offering period or (ii) the date at the end of the applicable accumulation period. Employees may end their participation in the Purchase Plan at any time during the accumulation period, and participation ends automatically upon termination of employment with the Company. The Purchase Plan has been amended and restated to account for stock splits. During fiscal year 2013, 2012 and 2011, the Company issued 377,178 shares, 373,776 shares and 403,814 shares, respectively under the Purchase Plan, with a weighted-average purchase price of $4.77, $4.57 and $3.87, respectively. As of December 31, 2013, a total of 7,199,699 shares had been purchased under the Purchase Plan and 2,800,301 shares of common stock were reserved and available for future issuance. |
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As of December 31, 2013, there was approximately $441,000 of total unrecognized compensation cost related to the Purchase Plan. This cost is expected to be recognized over a weighted average period of 10.6 months. |
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As of December 31, 2013, the number of shares of common stock reserved for future issuance under all option plans and the Purchase Plan was 14,530,673. |
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Valuation and Expense of Stock-based Compensation |
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The Company calculates the fair value of each restricted stock award based on its stock price on the date of grant. The Company values the MSUs using the Monte Carlo simulation model and amortizes the compensation expense over the three year performance and service period. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options and employee stock purchase plan shares. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the award, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. |
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Compensation cost for all stock-based payments granted is based on the estimated grant-date fair value estimated in accordance with the provisions of FASB’s guidance on stock compensation. The Company amortizes its stock-based compensation expense on an accelerated basis. |
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Stock-based compensation expense and the related income tax benefit recognized for the fiscal years ended December 31, 2013, 2012 and 2011 were as follows (in thousands): |
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| | Years ended December 31, | | | | | | | | | |
| | 2013 | | | 2012 | | | 2011 | | | | | | | | | |
Stock options | | $ | 3,501 | | | $ | 5,070 | | | $ | 3,823 | | | | | | | | | |
ESPP | | | 987 | | | | 534 | | | | 842 | | | | | | | | | |
Restricted stock units | | | 1,721 | | | | 1,155 | | | | 844 | | | | | | | | | |
Market stock units | | | 1,101 | | | | 577 | | | | — | | | | | | | | | |
Accelerated options and miscellaneous grants (1) | | | 14 | | | | — | | | | 338 | | | | | | | | | |
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Total stock-based compensation | | $ | 7,324 | | | $ | 7,336 | | | $ | 5,847 | | | | | | | | | |
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Income tax benefit | | $ | 2,186 | | | $ | 2,538 | | | $ | 1,721 | | | | | | | | | |
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1 | The amount reported in fiscal 2013 represent a stock grant issued to a current employee of the Company. The amount reported in fiscal 2011 was related to accelerated options and a stock grant issued to the beneficiary of a deceased senior executive. | | | | | | | | | | | | | | | | | | | |
Included in the total stock-based compensation for fiscal years ended December 31, 2012 and 2011 are approximately $56,000 and $683,000 of stock-based compensation classified as liability based awards, respectively. |
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We estimate the expected term of options granted by analyzing actual historical experience of exercises and cancellations under our plans. We also look at the average length of time in which our current outstanding options are expected to be exercised or cancelled based on past experience and the vesting and contractual term. We estimate the volatility of our common stock by using historical volatility over the expected term. Our estimate of the forfeiture rate is based upon historical data from the previous twelve months. We divide options forfeited into options outstanding for the period to arrive at an annualized historical forfeiture rate. We base the risk-free interest rate used in the option valuation model on the daily Treasury yield curve interest rate published by the U.S. Department of the Treasury. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option valuation model. The assumptions we use to estimate the fair value of stock options granted and stock purchase rights granted under our ESPP program for the fiscal years 2013, 2012 and 2011 are as follows: |
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| | Options | | | | | | | | | | | | | | |
| Years ended December 31, | | | | | | | | | | | | | | |
| 2013 | | 2012 | | 2011 | | | | | | | | | | | | | | |
Dividends | | 0% | | 0% | | 0% | | | | | | | | | | | | | | |
Forfeiture rate | | 2 – 4% | | 2 – 4% | | 2 – 4% | | | | | | | | | | | | | | |
Risk-free interest rate | | 0.77 – 1.75% | | 0.63 – 1.01% | | 0.83 – 2.21% | | | | | | | | | | | | | | |
Expected life (in years) | | 5.56 – 5.67 | | 5.60 – 5.63 | | 5.57 – 5.69 | | | | | | | | | | | | | | |
Expected volatility | | 49.50 – 53.58% | | 53.67 – 54.17% | | 53.88 – 54.96% | | | | | | | | | | | | | | |
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| | ESPP | | | | | | | | | | | | | | |
| Years ended December 31, | | | | | | | | | | | | | | |
| 2013 | | 2012 | | 2011 | | | | | | | | | | | | | | |
Dividends | | 0% | | 0% | | 0% | | | | | | | | | | | | | | |
Risk-free interest rate | | 0.08 – 0.35% | | 0.13 – 0.17% | | 0.22 – 0.27% | | | | | | | | | | | | | | |
Expected life (in years) | | 1.25 | | 1.25 | | 1.25 | | | | | | | | | | | | | | |
Expected volatility | | 28.63 – 41.52% | | 42.12 – 44.17% | | 37.36 – 42.34% | | | | | | | | | | | | | | |
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During fiscal years 2013, 2012 and 2011, the Company issued 377,178 shares, 373,776 shares and 403,814 shares, respectively under the Purchase Plan. The weighted-average fair value of employees’ stock purchase rights under the Purchase Plan during fiscal years 2013, 2012 and 2011 was $1.90, $2.14 and $1.88 per share, respectively. |
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Stock Repurchase Program |
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The Company’s stock repurchase program was originally announced in September 2001 and has been extended from time to time by Actuate’s Board of Directors. |
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On August 2, 2012, the Board of Directors approved an ongoing extension of the Company’s share repurchase program. This extension authorized management to make additional repurchases of Actuate common stock up to an aggregate of $30 million. The share repurchase authorization does not have an expiration date and the pace and timing of repurchases will depend on factors such as cash generation from operations, the volume of employee stock plan activity, cash requirements for acquisitions, economic and market conditions, stock price and legal and regulatory requirements. |
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On July 29, 2013, the Board of Directors approved an additional share repurchase program totaling $40 million over a twelve month period. The timing and amount of any shares repurchased are determined based on the Company’s evaluation of market conditions and other factors and the program may be discontinued or suspended at any time. Repurchases are made in compliance with all Securities Exchange Commission (SEC) rules and other legal requirements and are made in part under a Rule 10b5-1 plan, a rule established by the SEC which permits stock repurchases when the Company might otherwise be precluded from doing so. Actuate started purchasing shares under this program effective September 1, 2013. |
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During fiscal 2013, the Company repurchased 3,732,961 shares for a total of $26.1 million in the open market. As of December 31, 2013 $26.9 million remains of the $40 million authorized. |
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These repurchased shares were recorded as treasury stock and were accounted for under the cost method. No repurchased shares have been retired. |
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