Stock Plans | 12. 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 June 30, 2015, there were 480,632 shares available for future grant under both plans. The 2011 Employee, Director and Consultant Equity Incentive Plan (the “2011 Plan”, together with the 2003 Omnibus Stock Plan, the “Plans”) allows for an annual increase in the number of shares available for issue under the 2011 Plan commencing on the first day of each fiscal year during the period beginning in fiscal year 2012 and ending in fiscal year 2020. The annual increase in the number of shares shall be equal to the lowest of: • 500,000 shares; • 4% of the number of common shares outstanding as of such date; and • an amount determined by the Board of Directors or the Company’s compensation committee. Accordingly, during the six months ended June 30, 2015, 379,346 shares were added to the 2011 Plan. Stock-Based Compensation Stock-based compensation is reflected in the condensed consolidated statements of comprehensive loss as follows for the three and six months ended June 30, 2015 and 2014 (in thousands): Three Months Ended Six Months Ended June 30, 2015 2014 2015 2014 Cost of revenue $ 25 $ 32 $ 47 $ 60 Research and development 162 333 348 640 Sales and marketing 111 413 256 826 General and administrative 621 368 962 682 $ 919 $ 1,146 $ 1,613 $ 2,208 During the six months ended June 30, 2015, the Company modified the post-employment exercise period of stock awards previously granted to the Company’s former chief financial officer in relation to his separation from the Company. The modification extended the exercise period to December 8, 2015. The modification resulted in an approximately $19,000 increase in stock-based compensation for the six months ended June 30, 2015. The Company accounted for the modification of these stock awards in accordance with the provisions of ASC 718, Stock 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 six months ended June 30, 2015 and 2014: Three Months Ended Six Months Ended 2015 2014 2015 2014 Expected volatility 56.8 % 62.0 % 56.8 % 62.8 % Expected term (in years) 6.04 6.05 6.04 6.05 Risk-free interest rate 1.6 % 1.9 % 1.6 % 2.0 % Expected dividend yield — % — % — % — % The Company uses historical data to estimate forfeiture rates. The Company’s estimated forfeiture rates were 10% and 5% at June 30, 2015 and 2014, respectively. Stock Options The following table summarizes share-based activity under the Company’s stock option plans: Shares of Weighted- Weighted- Aggregate (in years) (in thousands) Outstanding at December 31, 2014 1,201,496 $ 26.36 6.41 $ 1,406 Granted 246,604 $ 5.42 Exercised (1,000 ) $ 1.50 Cancelled (252,027 ) $ 30.89 Outstanding at June 30, 2015 1,195,073 $ 21.11 6.88 $ 374 Vested or expected to vest at June 30, 2015 1,126,526 $ 21.17 6.76 $ 367 Exercisable at June 30, 2015 509,536 $ 22.41 4.24 $ 302 As of June 30, 2015, there was approximately $5.7 million of unrecognized stock-based compensation, net of estimated forfeitures, related to unvested stock option grants having service-based vesting under the Plans which is expected to be recognized over a weighted-average period of 2.75 years. The total unrecognized stock-based compensation cost will be adjusted for future changes in estimated forfeitures. The weighted-average grant date fair value of options granted during the three months ended June 30, 2015 and 2014 was $2.89 and $13.25, respectively, and $2.91 and $20.40 for the six months ended June 30, 2015 and 2014, respectively. The total intrinsic value of options exercised during the three months ended June 30, 2015 and 2014 was none and $0.2 million, respectively, and approximately $10,000 and $4.3 million for the six months ended June 30, 2015 and 2014, 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 June 30, 2015 and 2014 was none and approximately $37,000, respectively. Cash received from option exercises during the six months ended June 30, 2015 and 2014 was approximately $1,500 and $0.5 million, 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 June 30, 2015 and December 31, 2014, there were 3,500 shares of common stock 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 of approximately $0.1 million for the exercise price is considered a deposit or prepayment of the exercise price and is recorded as a liability. Additionally, while the shares of common stock subject to repurchase are included in the legally issued shares, they are excluded from the calculation of outstanding shares. Restricted Stock Units Each restricted stock unit (“RSU”) represents a contingent right to receive one share of the Company’s common stock. The RSUs outstanding as of June 30, 2015 vest on the first anniversary of the issuance date, vest on a pro-rata basis on each anniversary of the issuance date over four years or vest upon the achievement of certain product revenue, regulatory and reimbursement milestones. 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. The following table summarizes information related to the RSUs and activity during the six months ended June 30, 2015: Number of Units Weighted- Aggregate (in years) (in thousands) Outstanding at December 31, 2014 205,740 5.43 $ 2,016 Granted 143,506 Vested/Exercised — Cancelled (40,939 ) Outstanding at June 30, 2015 308,307 5.07 $ 1,776 The aggregate intrinsic value at June 30, 2015 noted in the table above represents the closing price of the Company’s common stock multiplied by the number of RSUs outstanding. 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 during the three and six months ended June 30, 2015 was $5.39. The weighted average grant date fair value per share of RSUs granted during the six months ended June 30, 2014 was $37.79. No RSUs were granted in the three months ended June 30, 2014. At June 30, 2015, 218,763 of the RSUs outstanding are subject to performance-based vesting criteria as described above. For these awards, the vesting will occur upon the achievement of certain product revenue, regulatory and reimbursement milestones. When achievement of the milestone is deemed probable, the Company expenses the compensation of the respective stock award over the implicit service period. During the three months ended June 30, 2015 the Company did not recognize any stock-based compensation for RSUs subject to performance-based vesting criteria. During the six months ended June 30, 2015 the Company determined that a milestone previously deemed probable was now not probable of being achieved prior to the expiration of the award. This change in estimate was recognized through a cumulative adjustment in the first six months of 2015, resulting in a reduction of stock-based compensation of approximately $0.3 million. In the three and six months ended June 30, 2014, stock-based compensation expense associated with RSUs subject to performance-based vesting criteria was approximately $67,000 and $0.1 million, respectively, as certain milestones were deemed probable of achievement at that time. Stock-based compensation for RSUs that have service-based vesting was approximately $0.1 million and $0.2 million for the three and six months ended June 30, 2015, respectively. There was no stock-based compensation for RSUs that have service-based vesting in the three and six months ended June 30, 2014. As of June 30, 2015, there was approximately $1.2 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested RSU awards that have service-based vesting. This expense is expected to be recognized over a weighted average period of 3.2 years. At June 30, 2015, no RSUs that have performance-based vesting criteria are considered probable of achievement and there remains approximately $3.0 million of unrecognized stock-based compensation, including the amount of the cumulative adjustment above. |