Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
| 6 | Stockholders’ Equity | | | | | |
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Private Offering of Equity Securities |
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On June 5, 2013 in a private offering to an existing shareholder and a director of the Company, each of which is an accredited investor, the Company issued and sold an aggregate of 1,428,573 shares of its common stock (the “Shares”) and Warrants to purchase an aggregate of 312,500 shares of the Company’s common stock for aggregate gross proceeds of $5,000,000 (the “Offering”). The Warrants are exercisable at a price of $5.00 per share, at any time on or prior to June 5, 2018. |
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In consideration of doing a private offering, we concluded that there is a discounted component to the Offering as compared to the market value of our common stock, primarily due to the limited liquidity in our shares. Based on the Company’s analysis, the Company concluded that such discount was 10% and therefore grossed up the offering price based on the discount, resulting in a fair value of $3.86 per common share. |
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The fair value for the Warrants was estimated $.12 for each warrant to purchase one share of common stock using a Black-Scholes option-pricing model with the following weighted-average assumptions: |
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Expected Volatility (i) | | 22 | % | | | | |
Expected Dividend Yield | | 0 | % | | | | |
Expected Life (Term) (ii) | | 2.5 years | | | | | |
Risk-Free Interest Rate | | 0.39 | % | | | | |
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| (i) | Due to the Company’s limited trading activity, the Company used the average volatility of similar companies in its industry. | | | | | |
| (ii) | Due to the Company’s limited history, the expected life of options was calculated using the ‘simplified method’ in accordance with Staff Accounting Bulletin (“SAB”) Topic 14.02 in accordance with SAB 110. | | | | | |
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The proceeds of the Offering were accounted for as the par value of the common stock ($.001 per share) issued and the balance ($3.499 per share) as additional paid in-capital, inclusive of the value of the Warrants. |
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2011 Equity Incentive Plan |
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The Company’s 2011 Equity Incentive Plan, as amended and restated (the “Plan”) is designed and utilized to enable the Company to offer its employees, officers, directors, consultants and others whose past, present and/or potential contributions to the Company have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. A total of 5,000,000 shares of common stock are eligible for issuance under the Plan. The Plan provides for the grant of any or all of the following types of awards: stock options, restricted stock, deferred stock, stock appreciation rights and other stock-based awards. The Plan is administered by the Board, or, at the Board's discretion, a committee of the Board. |
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On April 17, 2012, the Company issued to management an aggregate of 1,100,000 shares of restricted stock. The vesting date of 1,025,000 shares of restricted stock was November 15, 2012, provided, however, that each such grantee has the right to extend the vesting date by six-month increments in his or her sole discretion, prior to the date the restrictions would lapse. The vesting date of 37,500 shares of restricted stock was May 15, 2013, provided however, the executive has the right to extend the vesting date by six-month increments in his sole discretion, prior to the date the restrictions would lapse. The vesting date of 37,500 shares of restricted stock is May 15, 2014, provided however, the executive has the right to extend the vesting date by six-month increments in his sole discretion, prior to the date the restrictions would lapse. As of September 30, 2013, restrictions on 509,488 shares have lapsed and 551,747 and 38,765 restricted shares are scheduled to vest on November 15, 2013 and May 15, 2014, respectively. On November 15, 2012 the Company repurchased 209,623 shares upon vesting of restricted stock in satisfying the grantees’ tax withholding obligation. |
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Also, on April 17, 2012, the Company issued 50,000 shares of restricted stock to a non-executive employee. The vesting date of the 50,000 shares of restricted stock is November 15, 2013, provided however, the employee has the right to extend the vesting date by nine-month increments in her sole discretion, prior to the date the restrictions would lapse. As of September 30, 2013, restrictions on 24,916 shares have lapsed and 25,084 restricted shares are scheduled to vest on November 15, 2013. On November 15, 2012, the Company repurchased 8,540 shares upon vesting of restricted stock in satisfying the grantees’ tax withholding obligation. |
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On May 1, 2012, the Company granted options to purchase an aggregate of 105,500 shares of Common Stock to non-executive employees of the Company. The exercise price per share of the options is $3.00 per share, and 50% of the options will vest on each of the first and second anniversaries of the grant date. Of these awards, 26,750 options were forfeited in 2012, and reverted to, and are eligible for re-grant under the Plan. |
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On June 1, 2012, the Company issued to non-management directors 138,335 shares of restricted stock. The vesting date of 138,335 shares of restricted stock was December 1, 2012, provided, however, that each such grantee has the right to extend the vesting date by six-month increments in his sole discretion, prior to the date the restrictions would lapse. As of September 30, 2013, restrictions on 70,863 shares have lapsed and 67,472 restricted shares are scheduled to vest on December 1, 2013. On November 15, 2012, the Company repurchased 18,870 shares on vesting of restricted stock in satisfying the grantees’ tax withholding obligation. |
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On June 1, 2012, the Company issued to management 242,775 shares of restricted stock. The vesting date of 242,775 shares of restricted stock was December 1, 2012, provided, however, that each such grantee has the right to extend the vesting date by six-month increments in his sole discretion, prior to the date the restrictions would lapse. As of September 30, 2013, none of these shares have vested and these restricted shares are scheduled to vest on December 1, 2013. |
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On April 1, 2013, the Company issued to management 1,270,000 shares of restricted stock. The vesting date of 1,075,000 shares of restricted stock is March 31, 2014, provided, however, that each such grantee has the right to extend the vesting date by six-month increments in his sole discretion, prior to the date the restrictions would lapse. The remaining 195,000 shares of restricted stock will vest evenly over 2 years, whereby 50% shall vest on March 31, 2014 and 50% shall vest on March 31, 2015. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the Restricted Shares by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the Restricted Shares until the next following September 30th or March 31st, as the case may be, by providing written notice of such election to extend such date with respect to all or a portion of the Restricted Shares prior to such date. |
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On April 1, 2013, the Company issued to non-management directors 100,000 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on March 31, 2014 and 50% shall vest on March 31, 2015. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the Restricted Shares by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the Restricted Shares until the next following September 30th or March 31st, as the case may be, by providing written notice of such election to extend such date with respect to all or a portion of the Restricted Shares prior to such date. |
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On May 1, 2013, the Company issued to non-executive employees 29,750 shares of restricted stock. The shares of restricted stock will vest evenly over 2 years, whereby 50% shall vest on April 30, 2014 and 50% shall vest on April 30, 2015. |
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Stock Options and Warrants |
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The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. |
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The fair value for all options and warrants was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: |
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Expected Volatility (i) | | 22-42 | % | | | | |
Expected Dividend Yield | | 0 | % | | | | |
Expected Life (Term) (ii) | | 2.5 – 5.75 years | | | | | |
Risk-Free Interest Rate | | 0.39% - 0.98 | % | | | | |
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The options that the Company granted under its plans expire at various times, either five, seven or ten years from the date of grant, depending on the particular grant. |
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| (i) | Due to the Company’s limited trading activity, the Company used the average volatility of similar companies in its industry. | | | | | |
| (ii) | Due to the Company’s limited history, the expected life of options was calculated using the ‘simplified method’ in accordance with Staff Accounting Bulletin (“SAB”) Topic 14.02 in accordance with SAB 110. | | | | | |
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Stock Options |
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A summary of the Company’s stock options for the Current Nine Months is as follows: |
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| | | | | Weighted-Average | |
| | Options | | Exercise Price | |
Outstanding at January 1, 2013 | | | 345,000 | | $ | 4.54 | |
Granted | | | - | | | - | |
Canceled | | | - | | | - | |
Exercised | | | - | | | - | |
Expired/Forfeited | | | -1,375 | | | 3.55 | |
Outstanding at September 30, 2013 | | | 343,625 | | $ | 4.55 | |
Exercisable at September 30, 2013 | | | 213,483 | | $ | 4.64 | |
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Compensation expense related to stock option grants for the Current Quarter and the Prior Year Quarter was $19,000 and $23,000, respectively. Compensation expense related to stock option grants for the Current Nine Months and the Prior Year Nine Months was $58,000 and $51,000, respectively. Compensation expense related to stock options is reported as stock-based compensation under operating expenses in the unaudited condensed consolidated statements of operations. An additional amount of $22,000 is expected to be expensed over a period of 7 months from October 1, 2013 through April 30, 2014. |
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The preceding table does not include options to purchase 576 shares of Common Stock for $728 per share issued under the Company’s former equity plan. The Company does not expect to issue any equity awards under this plan. |
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Warrants |
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A summary of the Company’s warrants for the Current Nine Months is as follows: |
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| | | | | Weighted-Average | |
| | Warrants | | Exercise Price | |
Outstanding at January 1, 2013 | | | 1,132,043 | | $ | 2.47 | |
Granted (See private offering of equity securities above) | | | 312,500 | | | 5 | |
Canceled | | | - | | | - | |
Exercised | | | - | | | - | |
Expired/Forfeited | | | - | | | - | |
Outstanding at September 30, 2013 and expected to vest. | | | 1,444,543 | | $ | 3.01 | |
Exercisable at September 30, 2013 | | | 1,444,543 | | $ | 3.01 | |
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Compensation expense related to warrants for the Current Quarter and the Prior Year Quarter was $11,000 each period. Compensation expense related to warrants for the Current Nine Months and the Prior Year Nine Months was $33,000 each period. Compensation expense related to warrants, except those warrants issued to a licensee (see below) is reported as stock-based compensation under operating expenses in the unaudited condensed consolidated statements of operations. |
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The Company values other warrants issued to non-employees at the commitment date at the fair market value of the instruments issued, a measure which is more readily available than the fair market value of services rendered, using the Black-Scholes model. The fair market value of the instruments issued is expensed over the vesting period. |
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The Company issued to a licensee warrants to purchase 75,000 shares of common stock with an exercise price of $5.50 per share and a term of 5-years. Compensation expense related to warrants in connection with the licensing agreement is amortized over the 5-year initial term of the license agreement and is recorded as a discount to licensing revenues. The stock-based licensing revenue-discount for the Current Quarter and the Prior Year Quarter was $1,000 and $1,000, respectively. The stock-based licensing revenue-discount for the Current Nine Months and the Prior Year Nine Months was $3,000 and $3,000, respectively. An additional amount of $14,000 is expected to be amortized over a period of 36 months from October 1, 2013 through September 30, 2016. |
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Restricted Stock |
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Compensation cost for restricted stock is measured using the fair value of the Company’s common stock at the date the common stock is granted. The compensation cost, net of projected forfeitures, is recognized over the period between the grant date and the date any restrictions lapse, with compensation cost for grants with a graded vesting schedule recognized using the treasury method. The restrictions do not affect voting and dividend rights. |
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A summary of the Company’s restricted stock for the Current Nine Months is as follows: |
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| | | | | Weighted-Average | |
| | Restricted | | Grant Date Fair | |
| | Shares | | Value | |
Outstanding at January 1, 2013 | | | 964,607 | | $ | 3 | |
Granted | | | 1,399,750 | | | 3.86 | |
Canceled | | | - | | | - | |
Vested | | | -16,868 | | | 3 | |
Expired/Forfeited | | | - | | | - | |
Outstanding at September 30, 2013 | | | 2,347,489 | | $ | 3.51 | |
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Compensation expense related to restricted stock grants for the Current Quarter and Prior Year Quarter was $2,266,000 and $2,043,000, respectively. Compensation expense related to restricted stock grants for the Current Nine Months and Prior Year Nine Months was $4,562,000 and $3,479,000, respectively. Compensation expense related to restricted stock grants is reported as stock-based compensation under operating expenses in the unaudited condensed consolidated statements of operations. An additional amount of $186,000 is expected to be expensed over the remainder of 2013 and an additional $823,000 expensed over a period of 15 months from January 1, 2014 through March 31, 2015. |
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Shares Available Under the Company’s 2011 Equity Incentive Plan |
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At September 30, 2013, there were 1,931,215 common shares available for issuance under the Company’s 2011 Equity Incentive Plan. |
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Shares Reserved for Issuance |
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At September 30, 2013, there were 3,719,959 common shares reserved for issuance pursuant to warrants, stock options and availability for issuance under the Company’s 2011 Equity Incentive Plan. |
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Dividends |
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The Company has not paid any dividends to date. |
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