STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2014 |
STOCK-BASED COMPENSATION | ' |
STOCK-BASED COMPENSATION | ' |
NOTE 13—STOCK-BASED COMPENSATION |
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On November 6, 2009, the Company’s Board of Directors approved the Company’s 2009 Equity Incentive Plan (the “2009 Plan”), which became effective on the same day. Effective May 14, 2013, the 2009 Plan was amended to increase the number of shares subject to the Plan. As a result, a total of 6,200,000 shares of common stock are reserved for issuance under the 2009 Plan. The 2009 Plan is administered by the Board of Directors or any committee designated by the Board of Directors, which has the authority to designate participants and determine the number and type of awards to be granted, the time at which awards are exercisable, the method of payment and any other terms or conditions of the awards. The 2009 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, collectively, “options,” stock appreciation rights, shares of restricted stock, or “restricted stock,” rights to dividend equivalents and other stock-based awards, collectively, the “awards.” The Board of Directors or the committee will, with regard to each award, determine the terms and conditions of the award, including the number of shares subject to the award, the vesting terms of the award, and the purchase price for the award. Awards may be made in assumption of or in substitution for outstanding awards previously granted by the Company or its affiliates, or a company acquired by the Company or with which it combines. Options outstanding generally vest over a three year period and expire ten years from date of grant. There were 1,764,410 shares available for grant under the 2009 Plan as of June 30, 2014. |
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The following table summarizes the options activity under the Company’s 2009 Plan for the six months ended June 30, 2014: |
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| | Options Outstanding | |
| | Number | | Weighted– | | Weighted– | | Weighted– | | Aggregate | |
of | Average | Average | Average | Intrinsic |
Shares | Exercise | Remaining | Grant–Date | Value(1) |
| Price | Contractual | Fair Value | |
| | Term | | |
| | (in years) | | |
Balance at December 31, 2013 | | 3,771,305 | | $ | 9.13 | | 6.71 | | $ | 3.87 | | $ | (29,341 | ) |
Options granted | | 1,000,000 | | $ | 1.59 | | — | | $ | 0.9 | | $ | — | |
Exercised | | — | | $ | — | | — | | $ | — | | $ | — | |
Canceled/forfeited | | (1,116,342 | ) | $ | 8.56 | | — | | $ | 3.71 | | $ | — | |
Balance at June 30, 2014 | | 3,654,963 | | $ | 7.24 | | 7.11 | | $ | 3.1 | | $ | — | |
Vested and exercisable as of June 30, 2014 | | 2,143,713 | | $ | 10.89 | | 5.59 | | $ | 4.45 | | $ | (20,451 | ) |
Vested and exercisable as of June 30, 2014 and expected to vest thereafter | | 3,569,852 | | $ | 7.38 | | 7.05 | | $ | 3.15 | | $ | (21,526 | ) |
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(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $1.35 of the Company’s common stock on June 30, 2014. |
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As of June 30, 2014, there was $1,298 of unrecognized compensation cost related to outstanding employee stock option awards. This amount is expected to be recognized over a weighted-average remaining vesting period of less than one year. To the extent the actual forfeiture rate is different from what the Company has anticipated, stock-based compensation related to these awards will be different from its expectations. |
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The following table summarizes the restricted common stock activity of the Company for the six months ended June 30, 2014: |
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| | Unvested | | | | | | | | | |
Restricted Shares | | | | | | | | |
| | Number of | | Weighted– | | | | | | | | | |
Shares | Average | | | | | | | | |
| Grant–Date | | | | | | | | |
| Fair Value | | | | | | | | |
Unvested at December 31, 2013 | | 114,667 | | $ | 4.32 | | | | | | | | | |
Granted | | 222,865 | | $ | 1.58 | | | | | | | | | |
Vested | | (195,348 | ) | $ | 2.45 | | | | | | | | | |
Canceled | | — | | $ | — | | | | | | | | | |
Unvested at June 30, 2014 | | 142,184 | | $ | 9.21 | | | | | | | | | |
Expected to vest after June 30, 2014 | | 142,184 | | $ | 9.21 | | | | | | | | | |
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As of June 30, 2014, there was $288 of unrecognized compensation cost related to employee and director unvested restricted common stock. This amount is expected to be recognized over a weighted-average remaining vesting period of less than one year. To the extent the actual forfeiture rate is different from what the Company has anticipated, stock-based compensation related to these awards will be different from its expectations. |
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On November 9, 2010, the Company’s Board of Directors adopted the STR Holdings, Inc. 2010 Employee Stock Purchase Plan (“ESPP”) and reserved 500,000 shares of the Company’s common stock for issuance thereunder. The ESPP was made effective upon its approval by the votes of the Company’s stockholders on May 24, 2011 during the Company’s annual meeting for the purpose of qualifying such shares for special tax treatment under Section 423 of the Internal Revenue Code of 1986, as amended. |
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Under the ESPP, eligible employees may use payroll withholdings to purchase shares of the Company’s common stock at a 10% discount. The Company has established four offering periods during the year in which eligible employees may participate. The Company purchases the number of required shares each period based upon the employees’ contribution plus the 10% discount. The number of shares purchased multiplied by the 10% discount is recorded by the Company as stock-based compensation. The Company recorded less than $1 in stock-based compensation expense relating to the ESPP for the three and six months ended June 30, 2014, respectively. The Company recorded $0 and $1 in stock-based compensation expense relating to the ESPP for the three and six months ended June 30, 2013, respectively. There were 479,778 shares available for purchase under the ESPP as of June 30, 2014. |
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The Company has a deferred compensation arrangement with a certain member of management which states upon the earlier of December 31, 2015, sale of the Company, or termination of employment for any reason, the member is entitled to a payment based upon a formula set forth in his employment agreement. The payment is tied to distribution amounts the member would have received with respect to his former ownership in the predecessor Company if the assets were sold at fair market value compared to the value of the Company’s stock price. The amount of the potential bonus payment is capped at $550. In accordance with ASC 718-30, the obligation should be remeasured quarterly at fair value. The Company determined fair value using observable current market information as of the reporting date. The most significant input to determine the fair value was determined to be the Company’s common stock price which is a Level 2 input. Based upon the difference of the floor in the agreements and the Company’s common stock price at June 30, 2014, $172 of accrued compensation is recorded in other long-term liabilities in the Condensed Consolidated Balance Sheet. |
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In 2014, the Compensation Committee of the Board of Directors modified the Company’s annual management incentive plan (“MIP”) for its named executive officers. In 2014, the executive officers will receive shares of the Company’s common stock rather than cash upon the achievement of the annual EBITDA target. In accordance with ASC 718-Compensation, it was determined that the Company will expense the stock-based compensation ratably over the year if it is probable the EBITDA target will be achieved. As of June 30, 2014, the Company determined it was not probable that the EBITDA target would be achieved and $235 in stock-based compensation expense was reversed during the three months ended June 30, 2014. In accordance with ASC 260-Earnings per Share, the Company determined the shares earned will be included in basic EPS only when they were issued. For diluted EPS, the Company will include the hypothetical amount based on the average stock price for the quarter and weight them based on the reporting period when it is reasonably expected to achieve the performance target. For the six months ended June 30, 2014, the Company did not have any dilutive share impact. |
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Stock-based compensation expense was included in the following Condensed Consolidated Statements of Comprehensive Loss categories for continuing operations: |
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| | Three Months Ended | | Six Months Ended | | |
June 30, | June 30, | |
| | 2014 | | 2013 | | 2014 | | 2013 | | |
Cost of sales | | $ | — | | $ | — | | $ | — | | $ | — | | |
Selling, general and administrative expense | | $ | 88 | | $ | 756 | | $ | 701 | | $ | 1,106 | | |
Research and development expense | | $ | — | | $ | 4 | | $ | — | | $ | 8 | | |
Total option exercise recognized tax benefit | | $ | — | | $ | — | | $ | — | | $ | — | | |