Stock Plans | 9 Months Ended |
Sep. 30, 2014 |
Stock Plans | ' |
11. Stock Plans |
The Company has two stock-based compensation plans under which stock options, restricted and unrestricted stock awards, restricted stock units, and other share-based awards are available for grant to employees, directors and consultants of the Company. At September 30, 2014, there were 713,121 shares available for future grant under both plans. |
Stock-Based Compensation |
In calculating stock-based compensation costs, the Company estimated the fair value of stock options using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model was developed for use in estimating the fair value of short-lived, exchange-traded options that have no vesting restrictions and are fully transferable. The Company estimates the number of awards that will be forfeited in calculating compensation costs. Such costs are then recognized over the requisite service period of the awards on a straight-line basis. |
Determining the fair value of stock-based awards using the Black-Scholes option-pricing model requires the use of highly subjective assumptions, including the expected term of the award and expected stock price volatility. The weighted-average assumptions used to estimate the fair value of employee stock options using the Black-Scholes option-pricing model were as follows for the three and nine months ended September 30, 2014 and 2013: |
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| | Three Months Ended | | | Nine Months Ended | |
September 30, | September 30, |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Expected volatility | | | 61 | % | | | 64.8 | % | | | 61.6 | % | | | 64.9 | % |
Expected term (in years) | | | 6.05 | | | | 6.05 | | | | 6.05 | | | | 6.05 | |
Risk-free interest rate | | | 2.1 | % | | | 1.8 | % | | | 2.1 | % | | | 1.1 | % |
Expected dividend yield | | | — | % | | | — | % | | | — | % | | | — | % |
The Company uses historical data to estimate forfeiture rates. The Company’s estimated forfeiture rates were 5% and 2% at September 30, 2014 and 2013, respectively. |
During the three months ended September 30, 2014, the Company modified the terms of stock awards previously granted to an employee upon his change in status from employee to non-employee. The modifications included an extension of the exercise period after the status change with respect to certain of the awards and the extension of the vesting of certain options through the end of his expected service to the Company. These modifications resulted in an immaterial increase in stock-based compensation. The Company accounted for the modifications of stock awards in accordance with the provision of ASC 718, Stock Compensation (“ASC 718”). Stock awards that are modified and continue to vest when an employee has a change in employment status are subject to periodic revaluation over their vesting terms. |
Stock-based compensation is reflected in the condensed consolidated statements of comprehensive loss as follows for the three and nine months ended September 30, 2014 and 2013 (in thousands): |
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| | Three Months Ended | | | Nine Months Ended | |
September 30, | September 30, |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Cost of revenue | | $ | 33 | | | $ | 17 | | | $ | 93 | | | $ | 52 | |
Research and development | | | 330 | | | | 235 | | | | 970 | | | | 609 | |
Sales and marketing | | | 376 | | | | 342 | | | | 1,202 | | | | 1,079 | |
General and administrative | | | 423 | | | | 301 | | | | 1,105 | | | | 1,334 | |
| | | | | | | | | | | | | | | | |
| | $ | 1,162 | | | $ | 895 | | | $ | 3,370 | | | $ | 3,074 | |
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Stock Options |
The following table summarizes share-based activity under the Company’s stock option plans: |
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| | Shares of | | | Weighted- | | | Weighted- | | | Aggregate | |
Common | Average | Average | Intrinsic |
Stock | Exercise | Contractual | Value |
Attributable | Price | Life | |
to Options | | | |
| | | | | | | | (in years) | | | (in thousands) | |
Outstanding at December 31, 2013 | | | 9,634,547 | | | $ | 2.59 | | | | 6.66 | | | $ | 13,319 | |
Granted | | | 6,125,089 | | | $ | 2.68 | | | | | | | | | |
Exercised | | | (1,517,511 | ) | | $ | 0.4 | | | | | | | | | |
Cancelled | | | (914,985 | ) | | $ | 4 | | | | | | | | | |
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Outstanding at September 30, 2014 | | | 13,327,140 | | | $ | 2.78 | | | | 7.35 | | | $ | 4,811 | |
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Vested or expected to vest at September 30, 2014 | | | 12,949,271 | | | $ | 2.77 | | | | 6.86 | | | $ | 4,803 | |
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Exercisable at September 30, 2014 | | | 5,769,829 | | | $ | 2.54 | | | | 4.2 | | | $ | 4,643 | |
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As of September 30, 2014, there was approximately $11.0 million of unrecognized stock-based compensation, net of estimated forfeitures, related to unvested stock option grants under the plans, which is expected to be recognized over a weighted-average period of 3.3 years. The total unrecognized stock-based compensation cost will be adjusted for future changes in estimated forfeitures. The Company also has unrecognized stock-based compensation expense of approximately $0.5 million, net of estimated forfeitures, related to stock options with performance-based vesting criteria that are not considered probable of achievement as of September 30, 2014; therefore the Company has not yet begun to recognize the expense on these awards. |
The weighted-average grant date fair value of options granted during the three months ended September 30, 2014 and 2013 was $1.23 and $2.13, respectively, and $1.53 and $1.96 for the nine months ended September 30, 2014 and 2013, respectively. The total intrinsic value of options exercised during the three months ended September 30, 2014 and 2013 was approximately none and $32,000, respectively, and approximately $4.3 million and $0.4 million for the nine months ended September 30, 2014 and 2013, respectively. The intrinsic value represents the difference between the fair value of the Company’s common stock on the date of exercise and the exercise price of the stock option. Cash received from option exercises during the three months ended September 30, 2014 and 2013 was approximately $82,000 and $6,000, respectively, and approximately $0.6 million and $42,000 for the nine months ended September 30, 2014 and 2013, respectively. No tax benefits were realized from options and other stock-based payment arrangements during these periods. |
The stock-based compensation plans provide that grantees may have the right to exercise an option prior to vesting. Shares purchased upon the exercise of unvested options will be subject to the same vesting schedule as the underlying options, and are subject to repurchase at the original exercise price by the Company should the grantee discontinue providing services to the Company for any reason, prior to becoming fully vested in such shares. At September 30, 2014, there were 35,000 shares issued pursuant to the exercise of unvested options that remain unvested and subject to repurchase by the Company. The exercise of these shares is not substantive and as a result, the cash paid for the exercise price is considered a deposit or prepayment of the exercise price and is recorded as a liability. Additionally, while, the shares subject to repurchase are included in the legally issued shares, they are excluded from the calculation of outstanding shares. At December 31, 2013, there were no shares subject to repurchase by the Company. |
Restricted Stock Units |
Each restricted stock unit (“RSU”) represents a contingent right to receive one share of the Company’s common stock. RSUs generally vest on a pro-rata basis on each anniversary of the issuance date over four years or vest in equal parts upon the achievement of a product revenue milestone and a regulatory milestone. There is no consideration payable on the vesting of RSUs issued under the plans. Upon vesting, the RSUs are exercised automatically and settled in shares of the Company’s common stock. In the nine months ended September 30, 2014, the Company awarded a total of 2,095,720 RSUs to employees of the Company. |
The following table summarizes information related to the RSUs and activity in the nine months ended September 30, 2014: |
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| | Number of Units | | | Weighted- | | | Aggregate | | | | | |
Average | Intrinsic | | | | |
Contractual | Value | | | | |
Life | | | | | |
| | | | | (in years) | | | (in thousands) | | | | | |
Outstanding at December 31, 2013 | | | — | | | | — | | | $ | — | | | | | |
Granted | | | 2,095,720 | | | | | | | | | | | | | |
Vested/Exercised | | | — | | | | | | | | | | | | | |
Cancelled | | | (38,280 | ) | | | | | | | | | | | | |
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Outstanding at September 30, 2014 | | | 2,057,440 | | | | 5.73 | | | $ | 4,321 | | | | | |
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The aggregate intrinsic value at September 30, 2014 noted in the table above represents the closing price of the Company’s common stock multiplied by the number of RSUs outstanding. |
At September 30, 2014, 1,221,991 of the RSUs outstanding are subject to performance-based vesting criteria as described above. |
The fair value of each RSU award equals the closing price of the Company’s common stock on the date of grant. The weighted average grant date fair value per share of RSUs granted in the three and nine months ended September 30, 2014 was $2.15 and $2.26, respectively. |
As of September 30, 2014, there was approximately $2.9 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested RSU awards. This expense is expected to be recognized over a weighted average period of 2.7 years. The Company also has unrecognized stock-based compensation expense of approximately $1.3 million, net of estimated forfeitures, related to RSUs with performance-based vesting criteria that are not considered probable of achievement as of September 30, 2014; therefore the Company has not yet begun to recognize the expense on these awards. |