Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 6 —STOCKHOLDERS’ EQUITY, STOCK PLANS AND STOCK-BASED COMPENSATION EXPENSE As of December 31, 2015, the Company had the following stock-based employee compensation plans: 2004 Equity Incentive Plan and 1998 Stock Plan In 1998, the Company adopted the 1998 Stock Plan, or 1998 Plan, under which 4,650,000 shares of the Company’s common stock were reserved for issuance to employees, directors and consultants. On January 12, 2004, the Board of Directors adopted the 2004 Equity Incentive Plan. A total of 1,750,000 shares of common stock were originally reserved for issuance pursuant to the 2004 Equity Incentive Plan. In addition, the shares reserved for issuance under the 2004 Equity Incentive Plan included shares reserved but un-issued under the 1998 Plan and shares returned to the 1998 Plan as the result of termination of options or the repurchase of shares. In 2012 the stockholders approved a “fungible share” provision whereby each full-value award issued under the 2004 Equity Incentive Plan results in a requirement to subtract 2.12 shares from the shares reserved under the Plan. Options granted under the 1998 Plan and 2004 Equity Incentive Plan may be incentive stock options or non-statutory stock options. Stock purchase rights may also be granted under the 2004 Equity Incentive Plan. Incentive stock options may only be granted to employees. The Board of Directors determines the period over which options become exercisable. Options granted under the Plan to employees generally vest over a four year term from the vesting commencement date and become exercisable 25% on the first anniversary of the vesting commencement date and an additional 1/48 th on the last day of each calendar month until all of the shares have become exercisable. During 2013 and 2012 the officers of the Company were granted options that vest over a three year term at the rate of 1/3 rd th In accordance with the 2004 Equity Incentive Plan, prior to 2012, the Company’s non-employee directors were granted $60,000 of grant date fair value, fully vested, stock awards annually on the date of the Company’s Annual Meeting of stockholders. Commencing with 2012, the Company’s non-employee directors get $60,000 of RSUs annually that cliff-vest on the one year anniversary of the grant date. In the years ended December 31, 2015, 2014 and 2013, the Company issued 21,020, 38,688 and 40,674 RSUs to its non-employee directors, respectively. In the years ended December 31, 2015, 2014 and 2013 the Company’s Board of Directors granted 107,417, 211,250 and 148,004 respectively, of RSUs to its executive officers and certain members of the Company’s management. The RSUs granted to the employees vest at the rate of one-fourth on the one-year anniversary of the grant date, and one-fourth in each of the subsequent three years. The RSUs granted to the executive officers vest at the rate of one-third on the one-year anniversary of the grant date, and one-third in each of the subsequent two years. The Company measured the fair market values of the underlying stock on the dates of grant and recognizes the stock-based compensation expense over the vesting period. In the years ended December 31, 2015, 2014 and 2013 the Company’s Board of Directors granted its executive officers and certain senior management employees 74,667, 105,000 and 33,751 of PSUs. The PSUs vest over a period of 8.5 months, 12 months and 12 months, respectively, subject to the recipient’s continued service and achievement of the pre-established operational goals related to revenue and operating income improvement. For the 2015 PSU awards, in addition to operational goals, there was a market-based goal as well. At the vest date, the Company issues fully-paid up common stock, based on the degree of achievement of the pre-established targets. 2004 Employee Stock Purchase Plan On January 12, 2004, the Board of Directors adopted the 2004 Employee Stock Purchase Plan. Under the 2004 Employee Stock Purchase Plan, or 2004 ESPP, eligible employees are permitted to purchase common stock at a discount through payroll deductions. The 2004 ESPP offering and purchase periods are for approximately six months. The 2004 ESPP has an evergreen provision based on which shares of common stock eligible for purchase are increased on the first day of each fiscal year by an amount equal to the lesser of: i. 600,000 shares; ii. 2.0% of the outstanding shares of common stock on such date; or iii. an amount as determined by the Board of Directors. The Company’s Board of Directors did not increase the shares available for future grant on January 1, 2015, 2014 and 2013. The price of the common stock purchased is the lower of 85% of the fair market value of the common stock at the beginning or end of a six month offering period. In the years ended December 31, 2015, 2014 and 2013, under the 2004 ESPP, the Company issued 55,872, 52,579 and 51,338 shares, respectively. At December 31, 2015, 849,985 shares remained available for future issuance. Option Activity Activity under the 1998 Plan and 2004 Equity Incentive Plan is summarized as follows: Options Outstanding Shares Available For Grant Number of Shares Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in $ millions (1) Balances as of December 31, 20 1 2 1,644,356 3,788,239 $ 9.44 4.3 $ 2.6 Options granted (1,007,166 ) 1,007,166 $ 8.97 Options exercised — (612,210 ) $ 8.16 Options cancelled (expired or forfeited) 391,033 (391,033 ) $ 10.37 Stock awards granted (399,997 ) — — Stock awards cancelled (expired or forfeited) 81,257 — — Balances as of December 31, 201 3 709,483 3,792,162 $ 9.42 4.2 $ 5.1 Additional shares reserved ( 2 ) 200,000 — — Options granted (486,300 ) 486,300 $ 9.78 Options exercised — (396,970 ) $ 8.33 Options cancelled (expired or forfeited) 418,925 (418,925 ) $ 11.15 Stock awards granted (764,394 ) — — Stock awards cancelled (expired or forfeited) 52,046 — — Balances as of December 31, 201 4 129,760 3,462,567 $ 9.39 3.4 $ 5.7 Additional shares reserved ( 3 ) 1,300,000 — Options granted (129,000 ) 129,000 $ 13,.26 Options exercised — (1,141,904 ) $ 9.20 Options cancelled (expired or forfeited) 300,866 (300,866 ) $ 12.37 Stock awards granted (430,580 ) — — Stock awards cancelled (expired or forfeited) 92,379 — — Balances as of December 31, 201 5 1,263,425 2,148,797 $ 9.31 3.4 $ 7.9 Exercisable as of December 31, 201 5 1,561,916 $ 9.05 2.8 $ 6.1 Expected to vest, net of estimated forfeitures, as of December 31, 2015 505,631 $ 9.92 4.91 $ 1.5 (1) Based on the closing stock price of the Company’s stock of $ 12.79 on December 31, 201 5 , $ 10 . 68 on December 3 1 , 201 4, $10.18 on December 30, 2013 and $ 9.00 on December 31, 201 2 . (2) Approved by Board of Directors in 201 4, approved by stockholders in 201 5 . (3) Approved by stockholders in 2015 . The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the aggregate difference between the Company’s closing stock price on the last trading day of the fiscal year and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2015. The aggregate intrinsic amount changes based on the fair market value of the Company’s common stock. Total intrinsic value of options exercised in 2015, 2014 and 2013 was $5.1 million, $824,000, and $2.1 million, respectively. The options outstanding and exercisable at December 31, 2015 were in the following exercise price ranges: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted-Average Remaining Contractual Life (in years) Number Outstanding Weighted-Average Exercise Price $6.88 299,090 3.51 259,407 $ 6.88 $7.11 – $8.66 239,152 0.85 236,110 8.51 $8.72 345,057 2.35 345,057 8.72 $8.80 325,116 4.30 158,434 8.80 $8.91 – $9.63 225,345 4.61 157,506 9.11 $9.65 – $10.03 251,399 5.56 85,671 9.82 $10.24 250,034 1.34 250,034 10.24 $10.32 – $14.04 175,604 5.49 39,697 11.18 $15.32 8,000 6.56 — — $21.84 30,000 0.47 30,000 21,.84 $6.88 – $21.84 2,148,797 3.38 1,561,916 $ 9.05 As of December 31, 2014 there were 2,330,762 options that were exercisable at a weighted average exercise price of $9.62. Stock Awards (RSU and PSU) Activity Table Information with respect to restricted stock units’ and performance stock units’ activity is as follows (in thousands): Number of Shares Weighted Average Grant- Date Fair Value Aggregate Fair Value (1) (in thousands) Aggregate Intrinsic Value ( 2 ) (in thousands ) Outstanding at December 31, 201 2 148,709 $ 6.99 $ 1,338 Granted 188,678 $ 8.94 Vested (3) (119,505 ) $ 7.68 $ 1,091 (4) Forfeited (38,417 ) $ 8.11 Outstanding at December 31, 201 3 179,465 $ 8.34 $ 1,827 Granted 360,563 $ 9.72 Vested (3) (81,157 ) $ 8.62 $ 777 (5) Forfeited (24,550 ) $ 8.14 Outstanding at December 31, 201 4 434,321 $ 9.31 $ 4,639 Granted 203,104 $ 14.81 Vested (3) (222,220 ) $ 11.79 $ 3,285 (6) Forfeited (43,575 ) $ 9.09 Outstanding at December 31, 201 5 371,630 $ 12.39 $ 4,753 (1) Represents the value of the Company’s stock on the date that the restricted stock units vest. (2) Based on the closing stock price of the Company’s stock of $ 12.79 on December 31, 201 5 , $ 10.68 on December 3 1 , 201 4, $10.18 on December 30, 2013 and $ 9.00 on December 31, 201 2 . (3) The number of restricted stock units vested includes shares that the Company withheld on behalf of the employees to satisfy the statutory tax withholding requirements. (4) On the grant date, the fair value for these vested awards was $ 917 ,000 . (5) On the grant date, the fair value for these vested awards was $ 699 ,000. (6) On the grant date, the fair value for these vested awards was $ 2.6 million . Stock-Based Compensation Stock-based compensation expense for stock options, restricted stock units, stock awards and ESPP shares for the year ended December 31, 2015, 2014 and 2013 was as follows (in thousands): Year Ended December 31, 201 5 201 4 201 3 Stock options $ 1,438 $ 1,811 $ 2,201 RSUs 1,297 875 631 PSUs 1,167 455 162 ESPP 182 158 116 Total stock-based compensation expense $ 4,084 $ 3,299 $ 3,110 As of December 31, 2015, the unrecognized compensation cost, net of expected forfeitures, was $4.2 million for stock options and stock awards, which will be recognized over an estimated weighted-average remaining amortization period of 1.78 years. For the ESPP, the unrecognized compensation cost, net of expected forfeitures, was $82,000, which will be recognized over an estimated weighted-average amortization period 0.33 years. The Company issues new shares of common stock upon the exercise of stock options, vesting of RSUs and PSUs, and the issuance of ESPP shares. The amount of cash received from these issuances, net of taxes withheld and paid, in 2015, 2014 and 2013 was $10.1 million, $3.6 million and $5.2 million. There was no direct tax benefit (deficit) in 2015, 2014 or 2013. The Company elected to account for the indirect effects of stock-based awards, primarily the research and development tax credit, through the Statement of Operations. Total stock-based compensation expense recognized during the year ended December 31, 2015, 2014 and 2013 was recorded in the Statement of Operations as follows (in thousands): Year Ended December 31, 2015 201 4 201 3 Cost of revenue $ 447 $ 560 $ 638 Sales and marketing 1,054 641 744 Research and development 662 581 397 General and administrative 1,921 1,517 1,331 Total stock-based compensation expense $ 4,084 $ 3,299 $ 3,110 Valuation Assumptions and Fair Value of Stock Options and ESPP Grants The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted under its equity incentive plans and rights to acquire stock granted under its employee stock purchase plan. The Company based the weighted average estimated values of employee stock option grants and rights granted under the employee stock purchase plan, as well as the weighted average assumptions used in calculating these values, on estimates at the date of grant, as follows: Stock Options Stock Purchase Plan 201 5 201 4 201 3 201 5 201 4 201 3 Expected term (in years) (1) 3.24 4.18 4.30 0.50 0.50 0.50 Risk-free interest rate (2) 0.90 % 1.31 % 1.13 % 0.17 % 0.06 % 0.08 % Volatility (3) 30 % 41 % 43 % 36 % 37 % 44 % Dividend yield (4) — % — % — % — % — % — % Weighted average estimated fair value at grant date $ 4.78 $ 3.36 $ 3.22 $ 3.51 $ 2.65 $ 2.84 (1) The expected term represents the period during which the Company’s stock-based awards are expected to be outstanding. The estimated term is based on historical experience of similar awards, giving consideration to the contractual terms of the awards, vesting requirements, and expectation of future employee behavior, including post-vesting terminations. (2) The risk-free interest rate is based on U.S. Treasury debt securities with maturities close to the expected term of the option as of the date of grant. (3) Estimated volatility is based on historical volatility. The Company also considers implied volatility when there is sufficient volume of freely traded options with comparable terms and exercise prices in the open market. (4) The Company has not historically issued any dividends and does not expect to do so in the foreseeable future. The Company periodically estimates forfeiture rates based on its historical experience within separate groups of employees and adjusts the stock-based payment expense accordingly. The forfeiture rates used in 2015 ranged from 0% to 16%. Stock Awards Withholdings For Stock Awards granted to employees, the number of shares issued on the date the Stock Awards vest is net of the tax withholding requirements paid on behalf of the employees. In 2015, 2014 and 2013, the Company withheld 68,101, 15,769, and 24,249 shares of common stock, respectively, to satisfy its employees’ tax obligations of $1.0 million, $156,000, and $222,000, respectively. The Company paid this amount in cash to the appropriate taxing authorities. Although shares withheld are not issued, they are treated as common stock repurchases for accounting and disclosure purposes, as they reduce the number of shares that would have been issued upon vesting. Stock Repurchase Program On August 5, 2013, the Company’s Board of Directors modified Cutera, Inc.’s Stock Repurchase Program, originally adopted in November 2012, to permit an additional $10 million of its issued and outstanding common shares to be repurchased. As modified, the Stock Repurchase Program permitted the Company to purchase an aggregate of $20 million of its common stock through a 10b5-1 program based on predetermined pricing and volume as well as open-market purchases that are subject to management discretion and regulatory restrictions In the year ended December 31, 2013, the Company repurchased 1,060,447 shares of its common stock at an average price of $9.43 per share, for approximately $10.0 million. The Company did not repurchase any shares of its common stock in the year ended December 31, 2014. As of December 31, 2014, there remained $10.0 million available under the modified Stock Repurchase Program to repurchase the Company’s common stock. On February 18, 2015, the Company’s Board of Directors approved the expansion of its stock repurchase program from $10 million to $40 million. In the year ended December 31, 2015, the Company repurchased 2,818,038 shares of its common stock at an average price of $14.19 per share, for approximately $40.0 million. |