Share Capital | 10. SHARE CAPITAL a) Authorized Unlimited number of common shares. 6,350.9 special preferred, redeemable, retractable, non-voting shares. An unlimited number of preferred shares, issuable in series. b) Issued and Outstanding The issued and outstanding common shares of WiLAN, along with equity instruments convertible into common shares, are as follows: As As at December 31, 2016 2015 Common shares 118,572,181 120,842,448 Securities convertible into common shares Stock options 5,985,454 8,071,056 Deferred stock units (DSUs) 197,367 260,398 124,755,002 129,173,902 As at December 31, 2016, no preferred shares or special preferred shares were issued or outstanding. c) Common Shares Number Amount December 31, 2014 120,247,647 $ 426,037 Issued on exercise of stock options 625,201 1,269 Transfer from additional paid-in capital on exercise of options - 787 Issued on sale of shares under Employee Share Purchase Plan 94,600 131 Repurchased under normal course issuer bid (125,000 ) (443 ) December 31, 2015 120,842,448 $ 427,781 Issued on exercise of stock options 4,333 11 Transfer from additional paid-in capital on exercise of options - 6 Issued on sale of shares under Employee Share Purchase Plan 70,600 72 Conversion of deferred stock units to common shares 53,300 116 Repurchased under normal course issuer bid (2,398,500 ) (8,501 ) December 31, 2016 118,572,181 $ 419,485 The Company paid quarterly cash dividends as follows: 2016 2015 Per Share Total Per Share Total 1st Quarter Cdn $ 0.0125 US $ 1,091 Cdn $ 0.0500 US $ 5,183 2nd Quarter 0.0125 1,151 0.0525 5,005 3rd Quarter 0.0125 1,153 0.0525 5,077 4th Quarter 0.0125 1,132 0.0525 4,817 Cdn $ 0.0500 US $ 4,527 Cdn $ 0.2075 US $ 20,082 The Company declared quarterly dividends as follows: 2016 2015 1st Quarter Cdn $ 0.0125 Cdn $ 0.0525 2nd Quarter 0.0125 0.0525 3rd Quarter 0.0125 0.0525 4th Quarter 0.0125 0.0125 On February 10, 2016, the Company received regulatory approval to make a normal course issuer bid (“2016 NCIB”) through the facilities of the Toronto Stock Exchange. Under the 2016 NCIB, the Company is permitted to purchase up to 11,762,446 common shares. The NCIB commenced on February 12, 2016 and will expire on February 11, 2017. The Company repurchased 2,398,500 common shares under the NCIB during the year ended December 31, 2016 for a total cost of $4,225. On May 27, 2014, the Company received regulatory approval to make a normal course issuer bid (the “2014 NCIB”) through the facilities of the Toronto Stock Exchange. Under the 2014 NCIB, the Company was permitted to purchase up to 11,676,510 common shares. The 2014 NCIB commenced on May 29, 2014 and was completed on May 28, 2015. The Company repurchased 125,000 common shares under the 2014 NCIB during the twelve months ended December 31, 2015 for a total of $329. The Company records share repurchases as a reduction to shareholders’ equity. A portion of the purchase price of the repurchased shares is recorded as a decrease to additional paid-in capital when the price of the shares repurchased exceeds the average original price per share received from the issuance of Common Stock or an increase to additional paid-in capital when the prices of the shares repurchased is less than the average original price per share received from the issuance of Common Stock. During the year ended December 31, 2016, the cumulative price of the shares repurchased was less than the proceeds received from the issuance of the same number of shares. For the year ended December 31, 2016, $4,276 was recorded as an increase to additional paid-in capital. During the year ended December 31, 2015, the cumulative price of the shares repurchased was less than the proceeds received from the issuance of the same number of shares. For the year ended December 31, 2015, $114 was recorded as an increase to additional paid-in capital. d) Stock Options WiLAN has an Option Plan, a DSU plan, an Employee Stock Purchase Plan, and a RSU plan for its directors, employees and consultants. The current RSU plan calls for settlement only in cash. The Option Plan, the DSU plan and the Employee Stock Purchase Plan are considered “security based compensation arrangements” for the purposes of the TSX. The Company is authorized to issue up to an aggregate of 10% of its outstanding common shares under these “security based compensation arrangements”, with the common shares authorized for issuance under the DSU plan limited to 430,000 and under the Employee Purchase Plan limited to 800,000. The options vest at various times ranging from immediate vesting on grant to vesting over a three to four year period. Options generally have a six-year life. Option activity for the years ended December 31, 2016 and 2015 was as follows: Options Outstanding Exercisable Options Number of Options Price Range (Cdn) Weighted Average Exercise Price (Cdn) Number Weighted Average Exercise Price (Cdn) December 31, 2014 9,465,372 $ 1.42 $ 7.09 $ 4.63 6,760,992 $ 4.83 Granted - - - - Exercised (625,201 ) 2.53 2.53 2.53 Forfeited (769,115 ) 2.53 5.52 3.97 December 31, 2015 8,071,056 $ 1.42 $ 7.09 $ 4.86 7,062,972 $ 4.97 Granted 256,477 2.84 3.32 2.86 Exercised (4,333 ) 3.12 3.33 3.28 Forfeited (86,999 ) 3.49 4.37 3.84 Expired (2,250,747 ) 3.40 7.09 4.85 December 31, 2016 5,985,454 $ 2.84 $ 5.66 $ 4.78 5,617,312 $ 4.89 The Company uses the Black-Scholes model for estimating the fair value of options granted, with the following weighted average assumptions for the options granted in 2015: 2016 2015 Risk free interest rate 0.9 % NA Volatility 49 % NA Expected option life (in years) 5.6 NA Dividend yield 3.2 % NA Forfeiture rate 14.5 % NA The weighted average fair value per option granted during the year ended December 31, 2016 was CDN $0.98 (2015 – NA) The intrinsic value of options exercised was CDN $2 for the year ended December 31, 2016 (2015 – CDN $488). Intrinsic value is the total value of exercised options based on the price of the Company’s common shares at the time of the exercise less the proceeds received from the employees to exercise the options. The intrinsic value of the exercisable options was Nil as at December 31, 2016 (2015 –Nil). The total fair value of options vested was CDN $956 for the year ended December 31, 2016 (2015 – CDN $1,634). As at December 31, 2016, there was CDN $154 of total unrecognized stock-based compensation cost, net of expected forfeitures, related to unvested stock-based compensation arrangements granted under the stock option plan. This cost is expected to be recognized over a weighted average period of 2.17 years. Details of the outstanding options at December 31, 2016 are as follows: Range of Exercise Prices (Cdn) Outstanding Options at December 31, 2016 Remaining Term of Options in Years Weighted Average Exercise Price (Cdn) Exercisable Options at December 31, 2016 Weighted Average Exercise Price (Cdn) $ 2.84 $ 3.00 246,477 5.58 $ 2.84 - $ - 3.01 4.00 757,167 2.93 3.43 660,502 3.44 4.01 5.00 1,500,800 2.19 4.45 1,475,800 4.46 5.01 6.00 3,481,010 0.60 5.36 3,481,010 5.36 $ 2.84 $ 6.00 5,985,454 1.50 $ 4.78 5,617,312 $ 4.89 Stock-based compensation expense for the year ended December 31, 2016 was $217 (2015 - $847). The following provides a summary of the stock-based compensation expense for the years ended December 31, 2016 and 2015: 2016 2015 Cost of revenue $ 174 $ 460 Research and development - 81 Marketing, general and administration 43 306 $ 217 $ 847 e) Deferred Stock Units The Company has a Deferred Stock Unit (“DSU”) plan as a tool to assist in the retention of selected employees and directors and to help conserve the Company’s cash position. Under the DSU plan, DSUs may be awarded and will become due when the conditions of retention have been met and employment terminated or completed. The value of each DSU is determined in reference to the Company’s common share price, and the DSU value is payable in either cash or shares at the Company’s option. Number December 31, 2014 244,526 Issued in lieu of quarterly fees 5,000 Issued in lieu of dividends paid 10,872 Settled for cash - Settled for common shares - December 31, 2015 260,398 Issued in lieu of quarterly fees 21,936 Issued in lieu of dividends paid 14,690 Settled for cash (46,357 ) Settled for common shares (53,300 ) December 31, 2016 197,367 The liability recorded in respect of the outstanding DSUs was $322 as at December 31, 2016 (2015 - $367). The change in the liability is recorded as compensation expense. f) Restricted Share Units The Company implemented a Restricted Share Unit (“RSU”) plan for certain employees and directors in January 2007. Under the RSU plan, units are settled in cash based on the market value of WiLAN’s common shares on the dates when the RSUs vest. The accrued liability and related expense for the RSUs are adjusted to reflect the market value of the common shares at each balance sheet date. The liability recorded in respect of the vested RSUs was $1,348 as at December 31, 2016 (2015 - $684). The change in the liability is recorded as compensation expense. RSU activity for the years ended December 31, 2016 and 2015 was as follows: Number December 31, 2014 1,294,278 Granted 1,101,021 Settled (103,155 ) Forfeited (783,112 ) December 31, 2015 1,509,032 Granted 2,477,861 Settled (1,148,892 ) Forfeited (125,491 ) December 31, 2016 2,712,510 During the year ended December 31, 2016, 125,491 RSUs (2015 – 783,112) were forfeited as they related to former employees. g) Per Share Amounts The weighted average number of common shares outstanding used in the basic and diluted earnings per share (“EPS”) computation was: 2016 2015 Basic weighted average common shares outstanding 119,245,581 120,713,535 Effect of options - 6,636 Diluted weighted average common shares outstanding 119,245,581 120,720,171 The effect of options totaling 5,985,454 for fiscal 2016 (fiscal 2015 – 8,071,056), were anti-dilutive. |