Stock-based compensation | 3 Months Ended |
Mar. 31, 2015 |
Stock-based compensation | |
Stock-based compensation | 6. Stock-based compensation |
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In December 2011, the Company adopted the 2012 Incentive Plan (the 2012 Plan). The 2012 Plan became effective upon the closing of the Company’s IPO in February 2012. The 2012 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based and cash awards. Upon effectiveness, the number of shares of common stock that are reserved under the 2012 Plan is the sum of 3,428,571 shares plus the number of shares available under the 2010 Plan. The number of shares reserved under the 2012 Plan is increased by the number of shares of common stock (up to a maximum of 571,242 shares) subject to outstanding awards under the 2010 Plan that expire, terminate or are otherwise surrendered, cancelled, forfeited or repurchased. The 2012 Plan includes an “evergreen provision” that allows for an annual increase in the number of shares of common stock available for issuance under the 2012 Plan. The annual increase will be added on the first day of each year beginning in 2013 and each subsequent anniversary until the expiration of the 2012 Plan, equal to the lowest of 1,285,714 shares of common stock, 4.0% of the number of shares of common stock outstanding and an amount determined by the board of directors. On January 1, 2015 and 2014, the shares available under the 2012 Plan increased by 1,081,045 and 1,026,309 shares of common stock, respectively. |
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In December 2014, the Company established an inducement award program (in accordance with NASDAQ Listing Rule 5635(c)(4)) under which it may grant non-statutory stock options to purchase up to an aggregate of 750,000 shares of common stock to new or prospective employees as inducement to enter into employment with the Company. The program is governed by the terms of the 2012 Plan but the shares are not issued pursuant to the 2012 Plan. The Company has granted 210,000 shares under this program as of March 31, 2015. |
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Restricted common stock |
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A summary of the Company’s restricted stock activity for the three months ended March 31, 2015 and related information is as follows: |
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| | Shares | | Weighted- | | | | | | |
average | | | | | |
purchase price | | | | | |
per share | | | | | |
Unvested at December 31, 2014 | | 7,995 | | $ | 0.28 | | | | | | |
Vested | | (7,995 | ) | 0.28 | | | | | | |
Unvested at March 31, 2015 | | — | | $ | 0 | | | | | | |
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No restricted stock was granted during the three months ended March 31, 2015 and 2014. The total fair value of shares vested during the three months ended March 31, 2015 and 2014 was an approximate $59,000 and $1.1 million respectively. As of March 31, 2015, there was no unrecognized stock-based compensation expense related to unvested restricted stock. |
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Restricted stock units |
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A summary of the Company’s restricted stock units (RSUs) activity and related information is as follows: |
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| | Shares | | Weighted- | | | | | | |
average | | | | | |
grant date | | | | | |
fair value | | | | | |
Outstanding at December 31, 2014 | | 293,747 | | $ | 10.54 | | | | | | |
Vested | | (81,560 | ) | 10.71 | | | | | | |
Forfeited | | (20,660 | ) | 9.68 | | | | | | |
Outstanding at March 31, 2015 | | 191,527 | | $ | 10.56 | | | | | | |
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No RSUs were granted during the three months ended March 31, 2015 and 2014. The total fair value of RSUs vested during the three months ended March 31, 2015 and 2014 was approximately $873,000 and $1.2 million respectively. As of March 31, 2015, there was $1.2 million of total unrecognized stock based compensation expense related to unvested RSUs granted under the 2012 Plan. The Company expects to recognize this expense over a weighted-average period of 0.8 years. |
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During the first quarter of 2013, the Company amended the terms of certain RSUs related to a total of 697,060 shares of common stock to allow for tax withholdings greater than the minimum required statutory withholding amount, of which 154,211 remain outstanding as of March 31, 2015. As a result of this change in the terms of the awards, the outstanding RSUs are considered to be liability instruments. As a result of this modification, the Company records a liability for the fair value of the awards as of each reporting date with the change in fair value recorded through the statement of operations. The Company will record stock-based compensation expense equal to the greater of the original grant date fair value of the awards or the settlement date fair value. During the quarters ended March 31, 2015 and 2014, the Company deposited with taxing authorities approximately $223,000 and $498,000, respectively, in respect of the tax liability for these awards. |
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Stock options |
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A summary of the Company’s stock option activity and related information follows: |
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| | Shares | | Weighted- | | Weighted- | | Aggregate | |
average | average | intrinsic |
exercise price | remaining | value |
per share | contractual | |
| term (years) | |
Outstanding at December 31, 2014 | | 4,206,440 | | $ | 10.38 | | | | | |
Granted | | 1,228,507 | | 8.84 | | | | | |
Exercised | | (24,286 | ) | 0.28 | | | | | |
Canceled | | (40,094 | ) | 10.72 | | | | | |
Outstanding at March 31, 2015 | | 5,370,567 | | $ | 10.07 | | 8.5 | | $ | 5,541,580 | |
Exercisable at March 31, 2015 | | 2,237,197 | | $ | 9.7 | | 7.8 | | $ | 2,965,351 | |
Vested and expected to vest at March 31, 2015 | | 5,029,700 | | $ | 10.07 | | 8.5 | | $ | 5,267,067 | |
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The fair value of each stock option is estimated on the grant date using the Black-Scholes option-pricing model using the following assumptions: |
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| | Three months ended | | | | | | | |
March 31, | | | | | | |
| | 2015 | | 2014 | | | | | | | |
Risk-free interest rate | | 1.6 | % | 2.1 | % | | | | | | |
Dividend yield | | — | | — | | | | | | | |
Volatility | | 72 | % | 81 | % | | | | | | |
Expected term (years) | | 6.1 | | 6.2 | | | | | | | |
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