Stockholders' Equity | Stockholders’ Equity Common Stock On March 2, 2010, the Company’s board of directors approved an amended and restated certificate of incorporation that increased the authorized common stock to 100 million shares and the authorized preferred stock to 5.0 million shares effective immediately prior to the completion of the Company’s initial public offering on March 26, 2010 . On March 21, 2010, the Company’s board of directors approved an amended and restated certificate of incorporation effecting a 2-for-3 reverse stock split of its common stock and all convertible preferred stock. The par value and the authorized shares of the common stock and convertible preferred stock were not adjusted as a result of the reverse stock split. All issued and outstanding common stock, convertible preferred stock, warrants for common stock, warrants for preferred stock, and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. The reverse stock split was effected on March 23, 2010. On March 26, 2010 , the Company completed its initial public offering in which 4,166,666 shares of common stock were sold by the Company at a public offering price of $13.00 per share. Gross proceeds of $54.2 million from the sale of common stock by the Company were reduced by issuance costs of $4.6 million and underwriters fees of $3.8 million . On April 8, 2010 , the Company issued and sold 949,339 shares of common stock resulting from the exercise of the underwriters’ option to purchase common shares associated with the Company’s initial public offering. This sale resulted in gross proceeds of $12.3 million based on an initial public offering price of $13.00 per share of common stock, which were reduced by underwriters’ discount and offering expenses payable by the Company of $0.8 million . On February 22, 2011, in connection with the acquisition of Occam, the Company issued 6.4 million shares of the Company’s common stock, a value of $117.2 million . Holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. No dividends have been declared or paid as of December 31, 2015 . In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock. Preferred Stock The board of directors has the authority, without action by stockholders with the exception of stockholders who hold board positions, to designate and issue up to 5.0 million shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of the Company’s preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of the Company or other corporate action. Subsequent to the Company’s initial public offering and the conversion of all preferred stock outstanding at that date, the board of directors has not designated any rights, preference or powers of any preferred stock and no shares of preferred stock have been issued. Equity Incentive Plans Prior to March 2010, the Company had the Amended and Restated 2002 Stock Plan ("2002 Plan"). Under the 2002 Plan, the Company may grant incentive stock options at a price not less than 100% of the fair market value of the common stock on the date of grant and non-statutory stock options at a price not less than 100% of the fair market value of the common stock on the date of grant. Before April 2004, certain options could be granted with the right to exercise those options before vesting. The majority of the stock options granted under the 2002 Plan vest over 4 years and expire in 10 years . On March 2, 2010, the Company’s Board of Directors approved the 2010 Equity Incentive Award Plan ("2010 Plan") which allows the Company to grant stock options, restricted stock awards ("RSA"), restricted stock units ("RSU"), performance restricted stock units ("PRSU"), stock appreciation rights, dividend equivalents, deferred stock, and stock payments to employees, directors and consultants of the Company. A total of 4,666,666 shares of common stock were reserved for future issuance under the 2010 Plan, which became effective upon the completion of the Company’s initial public offering of common stock. In addition, on the first day of each year beginning in 2011 and ending in 2020, the 2010 Plan provides for an annual automatic increase to the shares reserved for issuance and no more than 17,150,494 shares of Common Stock may be issued upon the exercise of Incentive Stock Options. Pursuant to the automatic annual increase, a total of 3,333,330 additional shares had been reserved under the 2010 Plan since 2011. Upon the effectiveness of the 2010 Plan, equity awards were granted only under the 2010 Plan and shares of common stock previously reserved for issuance under the Prior Plans became available for issuance under the 2010 Plan. To date, awards granted under the 2010 Plan consist of stock options, RSAs, RSUs and PRSUs. Stock options granted under the 2010 Plan are granted in general at a price not less than 100% of the fair market value of the common stock on the date of grant. Generally, the options issued under the 2010 Plan vest 25% on the first anniversary of the vesting commencement date and on a monthly basis thereafter for a period of an additional three years . The options have a maximum term of ten years . Each RSU granted under the 2010 Plan represents a right to receive one share of the Company’s common stock (subject to adjustment for certain specified changes in the capital structure of the Company) upon the completion of a specific period of continued service. The majority of RSUs granted vest over four years . In July 2011, the Company granted 423,000 RSAs to executives under the 2010 Plan, which vest 25% per year for 4 years from the grant date . Upon issuance of RSA, the holder is entitled to have all the rights of a stockholder, subject to the restrictions in his or her Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the shares. In 2012, the Company commenced granting PRSUs to its executives with two -year and three -year performance periods. The performance criterion is based on the relative total shareholder return (“TSR”) of Calix common stock as compared to the TSR of the Company’s peer group. The TSR is calculated by dividing (a) the average closing trading price for the 90-day period ending on the last day of the applicable performance period by (b) the average closing trading price for the 90-day period immediately preceding the first day of the applicable performance period. This TSR is then used to derive the achievement ratio, which is then multiplied by the number of units in the grant to derive the common stock to be issued for each performance period, which may equal from zero percent ( 0% ) to two hundred percent ( 200% ) of the target award. Stock Options The following table summarizes the activity of stock options under the Company’s equity incentive plans (in thousands, except per share data): Weighted- Weighted-Average Average Remaining Aggregate Number of Exercise Price Contractual Life Intrinsic Stock Options Shares Per Share (in years) Value (1) Outstanding as of December 31, 2014 3,701 $ 11.38 Granted 200 8.91 Exercised (97 ) 6.56 Forfeited (1,043 ) 10.07 Expired (106 ) 13.29 Outstanding as of December 31, 2015 2,655 $ 11.81 6.7 $ 250 Vested and expected to vest as of December 31, 2015 2,594 $ 11.89 6.6 $ 250 Options exercisable as of December 31, 2015 1,822 $ 13.32 5.9 $ 240 (1) Amounts represent the difference between the exercise price and the fair market value of common stock at December 31, 2015 for all in the money options outstanding. During the years ended December 31, 2015 , 2014 , and 2013 , total intrinsic value of stock options exercised was $0.3 million , $0.6 million , $1.0 million , respectively. Total cash received from employees as a result of stock option exercises in 2015 , 2014 and 2013 was $0.6 million , $1.7 million , $0.7 million , respectively. Total fair values of stock options vested during 2015 , 2014 and 2013 was $2.8 million , $3.7 million , $3.9 million , respectively. Restricted Stock Units, Performance Restricted Stock Units, and Restricted Stock Awards The following table summarizes the activities of the Company's RSUs, PRSUs, and RSAs under the Company’s equity incentive plans (in thousands, except per share data): RSUs PRSUs RSAs Weighted-Average Weighted-Average Weighted-Average Grant Date Grant Date Grant Date Number of Fair Value Number of Fair Value Number of Fair Value Shares Per Share Shares Per Share Shares Per Share Outstanding at December 31, 2014 1,734 $ 9.53 362 $ 10.53 62 $ 21.67 Granted 1,608 8.59 — — — — Vested (706 ) 10.56 (148 ) 11.60 (62 ) 21.67 Canceled (167 ) 9.23 (30 ) 13.33 — — Outstanding at December 31, 2015 2,469 $ 8.64 184 $ 9.21 — $ — Upon vesting of certain RSUs, PRSUs and RSAs, the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The number of shares withheld was based on the value of the RSUs, PRSUs or RSAs on their vesting date as determined by the Company’s closing stock price. The withheld shares are reserved for future grant and issuance under the 2010 Plan. Modification of Stock Awards In February 2013, the Company entered into a Transition and Separation Agreement ("Agreement") with Roger Weingarth, the Company's former Executive Vice President and Chief Operating Officer. Under the Agreement, Mr. Weingarth transitioned to the role of advisor to the Chief Executive Officer of the Company effective as of April 1, 2013, and would terminate his employment with the Company on March 31, 2014 ("Termination Date"). Upon his termination, the Agreement provided for, among other things, the acceleration of the vesting of his unvested stock options, RSAs and RSUs held by him as of the Termination Date. In accordance with ASC Topic 718, total fair value of the accelerated stock awards after the modification is $0.6 million , which is being recognized on a straight-line basis over the remaining service period through the Termination Date. During the years ended December 31, 2014 and 2013, $0.1 million and $0.5 million , respectively, of the total fair value has been recognized in general and administrative expenses of the Consolidated Statement of Comprehensive Loss in this Form 10-K. There was no expense recognized during fiscal 2015 as the total fair value of the accelerated stock awards has been fully amortized as of the end of the first quarter of fiscal 2014. Employee Stock Purchase Plan The Company’s 2010 Employee Stock Purchase Plan, as amended (“2010 ESPP”) allows employees to purchase shares of the Company’s common stock through payroll deductions of up to 15 percent of their annual compensation subject to certain Internal Revenue Code limitations. In addition, no participant may purchase more than 2,000 shares of common stock in each offering period. Prior to 2015, the offering periods under the 2010 ESPP are six-month periods commencing on June 1 and December 1 of each year. In January 2015, the Compensation Committee of the Company’s Board of Directors approved the change in those six-month period commencement dates to November 2 and May 2 of each year, effective November 2, 2015. The price of common stock purchased under the plan is 85 percent of the lower of the fair market value of the common stock on the commencement date and exercise date of each six -month offering period. The 2010 ESPP, as amended in 2012, provides for the issuance of a maximum of 4.3 million shares of common stock. During the twelve months ended December 31, 2015 , 761,844 shares were purchased and issued. As of December 31, 2015 , there were 1.1 million shares available for issuance. Stock Based Compensation In accordance with ASC Topic 718, stock-based compensation expense associated with stock options, RSUs, PRSUs, RSAs, and purchase rights under the 2010 ESPP is measured at the grant date based on the fair value of the award, and is recognized, net of forfeitures, as expense over the remaining requisite service period on a straight-line basis. During the years ended December 31, 2015 , 2014 , and 2013 , the Company recorded stock-based compensation expense of $13.8 million , $16.0 million and $19.9 million , respectively. The following table summarizes the weighted-average grant date fair values of the Company's stock-based awards granted in the periods indicated: Years Ended December 31, 2015 2014 2013 Stock options $ 4.56 $ 4.79 $ 4.89 RSUs $ 8.59 $ 8.72 $ 9.20 PRSUs N/A $ 9.16 $ 11.24 RSAs N/A N/A N/A ESPP $ 2.03 $ 2.46 $ 2.94 The Company values the RSUs and RSAs at the closing market price of the Company’s common stock on the date of grant. The fair value of the PRSU with a market condition is estimated on the date of award, using a Monte Carlo simulation model to estimate the TSR of the Company's stock in relation to the peer group over each performance period. Compensation cost on PRSUs with a market condition is not adjusted for subsequent changes in the Company's stock performance or the level of ultimate vesting. The Company estimates the fair value of stock options and purchase rights under the 2010 ESPP at the grant date using the Black-Scholes option-pricing model. This model requires the use of the following assumptions: (i) Expected volatility of the Company's common stock - The Company computes its expected volatility assumption based on a blended volatility ( 50% historical volatility and 50% implied volatility from traded options on the Company's common stock). The selection of a blended volatility assumption was based upon the Company's assessment that a blended volatility is more representative of the Company's future stock price trend as it weighs the historical volatility with the future implied volatility. (ii) Expected life of the option award - Represents the weighted-average period that the stock options are expected to remain outstanding. The Company’s computation of expected life utilizes the simplified method in accordance with Staff Accounting Bulletin No. 110 ("SAB 110") due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The mid-point between the vesting date and the expiration date is used as the expected term under this method. (iii) Expected dividend yield - Assumption is based on the Company's history of not paying dividends and no future expectations of dividend payouts. (iv) Risk-free interest rate - Based on the U.S. Treasury yield curve in effect at the time of grant with maturities approximating the grant’s expected life. The following table summarizes the weighted-average assumptions used in estimating the grant-date fair value of stock options and of each employee’s purchase right under the 2010 ESPP in the periods indicated: Years Ended December 31, Stock Options 2015 2014 2013 Expected volatility 52 % 52 % 62 % Expected life (years) 6.25 6.21 6.05 Expected dividend yield — — — Risk-free interest rate 1.56 % 1.87 % 1.14 % Years Ended December 31, ESPP 2015 2014 2013 Expected volatility 46 % 45 % 50 % Expected life (years) 0.46 0.50 0.50 Expected dividend yield — — — Risk-free interest rate 0.18 % 0.07 % 0.09 % In addition, the Company applies an estimated forfeiture rate to awards granted and records stock-based compensation expense only for those awards that are expected to vest. Forfeiture rates are estimated at the time of grant based on the Company's historical experience. Further, to the extent the Company's actual forfeiture rate is different from management's estimate, stock-based compensation is adjusted accordingly. On February 22, 2011, in connection with the acquisition of Occam, the Company issued 536,190 stock options and 42,654 RSUs to certain Occam employees. The grants were in exchange for certain options and RSUs that were held by Occam employees prior to the acquisition which retained the original vesting schedule of the initial Occam grants, except for certain equity awards held by Occam executives that were accelerated in association with their severance agreements. The Company estimated the fair value of $5.8 million of the options and RSUs in accordance with ASC Topic 718. In accordance with ASC Topic 805, the Company allocated the value of $1.4 million of certain options and RSUs to consideration in the business combination with the remaining value of $4.5 million allocated to post-combination expense to be recognized over the remaining service period of the grants. As of December 31, 2015 , unrecognized stock-based compensation expenses by award type, net of estimated forfeitures, and their expected weighted-average recognition periods are summarized in the following table (in thousands). As of December 31, 2015 Stock Option RSU PRSU RSA ESPP Unrecognized stock-based compensation expense $ 3,267 $ 14,048 $ 116 $ — $ 624 Weighted-average amortization period (in years) 2.3 2.6 1.0 0.0 0.3 Common Stock Warrants Warrants to purchase convertible preferred stock that did not expire at the close of the Company’s initial public offering, in March 2010, converted to warrants to purchase common stock at the applicable conversion rate for the related preferred stock. As of December 31, 2015 , the following warrants to purchase common stock were outstanding (in thousands, except per share data): Expiration Date Exercise Price Per Share Number of Warrants Outstanding September 4, 2017 $ 19.56 15 Shares Reserved for Future Issuance The Company had common shares reserved for future issuance as follows (in thousands): As of December 31, 2015 2014 2013 Stock options outstanding 2,655 3,701 2,560 Restricted stock units outstanding 2,469 1,734 1,506 Performance restricted stock units outstanding 184 362 413 Shares available for future grant under 2010 Plan 2,749 2,283 3,652 Shares available for future issuance under ESPP 1,129 1,891 2,574 Common stock warrants 15 15 23 Total 9,201 9,986 10,728 Stock Repurchase On April 26, 2015, the Company's Board of Directors approved a program to repurchase up to $40 million of its common stock from time to time. Stock may be purchased under this program in open market or private transactions, through block trades, and/or pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Exchange Act. Any open market purchases will be made in accordance with the limitations set out in Rule 10b-18 of the Exchange Act. The decision to consummate any repurchases (including any decision to adopt a 10b5-1 plan for this purpose) will be made at management’s discretion at prices management considers to be attractive and in the best interests of the Company and its stockholders. During the year ended December 31, 2015 , the Company repurchased 3,540,530 shares of common stock for $27.2 million at an average price of $7.68 per share. As of December 31, 2015 , approximately $12.8 million remained available for repurchase of the Company's common stock pursuant to this stock repurchase program. The Company uses the cost method to account for common stock repurchases held in treasury. The price paid for the stock is charged to the treasury stock account shown separately within stockholders' equity as a contra-equity account. The repurchase program may be suspended, terminated or modified at any time. The program does not oblige the Company to purchase any particular number of shares. |