Disclosure Of Compensation Related Costs Share Based Payments | (9) Stock Options Stock-Based Compensation Plans On January 14, 2015, the Company approved a compensation incentive plan (the “Presbia Incentive Plan”). The Presbia Incentive Plan permits the Company to grant awards of options, restricted shares, share appreciation rights, restricted stock units, performance shares, performance share units, dividend equivalent rights in respect of awards and other share-based and cash-based awards, including long-term and annual cash incentive awards. A total of 1,800,000 ordinary shares are authorized for issuance under the Presbia Incentive Plan of which approximately 693,000 were available on December 31, 2015 for future grants and awards. The exercise price of each grant shall be determined by the Board of Directors (or a committee thereof) at the grant date in accordance with the terms of the Presbia Incentive Plan, which generally vests awards 20% annually over a five-year period and expire no later than 10 year from the grant date. The Presbia Incentive Plan terminates on January 14, 2025, unless terminated earlier by the board of directors. Awards under the Presbia Incentive Plan may be granted to employees, directors, consultants and other persons who perform services for the Company or a subsidiary of the Company. As of December 31, 2014, the Company did not have any active or inactive stock-based compensation plans; however, during the year ended December 31, 2010 and in October 2013, the Parent granted options to purchase its ordinary shares and granted awards of restricted ordinary shares, to both employees and non-employees of the Company and stock-based compensation related to such awards has been recognized as expense in the accompanying financial statements as described further below. Equity Issued by Presbia PLC in 2015 Options The following table sets forth the Company’s option activity for the fiscal year ended December 31, 2015: Number of Presbia PLC Shares Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance, January 1, 2015 and 2014 - $ - — Granted 1,110,500 $ 9.71 — Exercised - $ - — Forfeited/cancelled (25,917 ) $ 8.98 — Balance, December 31, 2015 1,084,583 $ 9.73 — Vested and expected to vest, December 31, 2015 1,001,134 $ 9.73 — Exercisable, December 31, 2015 90,000 $ 10.00 — Employee Options The Company utilizes the Black-Scholes valuation model for estimating the fair value of share-based compensation representing 1,032,500 options granted to employees and non-employee directors during 2015 with the following assumptions: Year Ended December 31, 2015 Stock price per share $4.39 - $10.00 Term 5.5 - 6.5 Yrs. Volatility 69.8% - 84.6% Dividends — Risk-free rate 1.3% - 2.0% The stock price per share is the range of closing stock prices for the Company’s ordinary shares associated with the award grant dates. The term is the expected term of the option utilizing the simplified method because of the Company’s limited history of option exercise activity and its options meeting the criteria of the “plain vanilla” options as defined by the Securities and Exchange Commission. Also, due to its limited stock price volatility history, the Company uses a peer group average under ASC 718 consistent with the expected term of the option in effect at the time of the grant. The risk-free rate is based on the U.S. Treasury yield consistent with the expected term of the option at the time of the grant. The weighted average grant date fair value of the employee options granted during 2015 was $6.74 per share. For those options granted to employees, stock-based compensation expense is based upon the fair value of the option as of the grant-date and attributed to future reporting periods on a straight-line basis over the vesting period, or the requisite service period. A 5% forfeiture rate assumption was applied, which reduces the amount of expense recognized each period anticipating that a portion of all options will, more likely than not, be cancelled prior to the dates of its vesting periods. The forfeiture rate is subject to review and may be adjusted based upon experience. Non-Employee Options The Company utilizes the Black-Scholes valuation model for estimating the fair value of share-based compensation representing 78,000 options granted to non-employees and consultants during 2015 with the following assumptions: Year Ended December 31, 2015 Stock price per share $ 5.26 Expected term 9.2 - 9.9 Yrs. Volatility 75.8% - 78.8% Dividends — Risk-free rate 2.3% In contrast to the determination of the value of options granted to employees and non-employee directors, which are determined based upon the grant-date assumptions and applying the Black-Scholes model, the fair value for non-employee options and the related stock-based compensation expense are remeasured each financial reporting period based upon the assumptions applicable on the dates in which the financial statements are prepared. Because the performance criteria of these grants is based solely upon a requisite service period, and are subject to forfeiture if the service conditions are not met, stock-based compensation expense is determined by a straight-line attribution of the remeasured expense (mark-to-market) over the requisite service period subject to a forfeiture rate of 5%. Restricted Shares During 2015, the Company granted 29,559 restricted ordinary shares to newly-appointed independent board members effective with their appointment date joining the board. These grants vest in five equal, annual installments commencing one-year after the date of the grant. The weighted average grant date fair value was determined by referring to the closing price of the Company’s ordinary shares on the dates of the grants. During 2015, one director resigned from the board and joined the Company’s Medical Advisory Board and, as such, the board fully vested 1,854 shares on an accelerated basis and 7,416 were cancelled. As of December 31, 2015, there were 20,289 unvested restricted shares with a weighted average grant date fair value of $7.89 per share. During 2015, The Company recorded compensation expense related to restricted shares of $38,400. The following table sets forth the Company’s restricted share activity for the fiscal year ended December 31, 2015: Unvested Number of Shares Weighted Average Fair Value per Share Balance, December 31, 2014 - Granted 29,559 $ 8.12 Vested (1,854 ) $ 8.63 Forfeited/cancelled (7,416 ) $ 8.63 Unvested, December 31, 2015 20,289 $ 7.89 Vested and expected to vest, December 31, 2015 19,935 $ 7.83 Vested, December 31, 2015 1,854 $ 8.63 Stock-Based Compensation Expense During 2015, the Company recognized stock-based compensation expense for equity awards as follows (in thousands): Year Ended December 31, 2015 Research and development $ 223 General and administrative 1,762 Sales and marketing 165 $ 2,150 Unrecognized Share-Based Compensation As of December 31, 2015, there was $4.6 million of unrecognized option expense related to employees and non-employees which is expected to be recognized by the Company over the weighted average remaining vesting period of 3.7 years. For restricted share expense, unrecognized compensation expense is estimated to be $124,000 and to be recognized over the weighted average vesting period of 4.4 years. Equity Issued by Presbia Holdings Non-Employee Stock-Based Compensation Stock-based compensation expense related to stock options granted to non-employees is recognized as the stock options are earned. It was concluded that the fair value of the stock options is more reliably measurable than the fair value of the services received. The fair value of non-employee stock options are calculated at each reporting date, using the Black-Scholes option-pricing model, until the award vests or there is a substantial disincentive for the non-employee not to perform the required services. For a discussion of the valuation methods and assumptions utilized for the remeasurement of non-employee awards during the years ended December 31, and 2014, see “Valuation of Parent’s Ordinary Shares” below. The following table sets forth the required inputs to determine the fair values for the non-employee Parent-related stock options: Year Ended December 31, 2015 2014 Stock price per share $ — $ 0.40 Term — 8.8 yrs. Volatility — 77 % Dividends — — Risk-free rate — 2.1 % Employee Stock Awards During 2010 and in October 2013, the Parent granted stock options for shares of its common stock and restricted shares to employees, consultants, medical advisory members and board members in exchange for future services. Since the stock-based compensation expenses that were recognized by the Parent were incurred to benefit the Company, these expenses have been allocated to the Company. The options expire 10 years from the date of the grant and have vesting periods of five years with 20% vesting in each of the five years. Compensation cost for employee stock-based awards is based on the estimated grant date fair value and is recognized over the service period of the applicable award on a straight-line basis. At the time of the option grant date, the Black-Scholes option pricing model was used to determine the fair value of employee stock options. To apply the Black-Scholes option pricing model, the grant-date fair value of the underlying common stock price or value of the shares is adjusted based on the assumptions regarding the volatility of the common stock prices or share values, the expected term of the option and the risk-free interest rate corresponding to a time period equivalent to the expected term of the option. Volatility was based on the stock volatility of comparable public companies within the same industry. Restricted Shares In October 2013, the Parent granted 1,000,000 restricted ordinary shares to its then president, Zohar Loshitzer and 250,000 each to two board members at a fair value of $0.30 per restricted share, and in the case of the two board members, the vesting period was 20% per year over a five year period. With respect to the 1,000,000 restricted share award to Mr. Loshitzer, the shares would vest over (i) the earlier of a three year vesting period in equal annual installments beginning one year following the date of grant or (ii) the date at the end of any lock-up period as determined by the then contemplated initial public offering. Furthermore, in the case of president, the vesting of the shares was guaranteed regardless of Mr. Loshitzer’s future employment status with the Parent, or with any of its subsidiaries, unless such employment was terminated for cause. Accordingly, with respect to the Mr. Loshitzer’s grant, stock-based compensation expense in 2013 was fully recorded for $300,000. At December 31, 2014, the aggregate unvested restricted ordinary shares for the two board members was 400,000. In May 2015, the Parent accelerated the future vesting dates of all options and restricted shares in anticipation of the distribution of its assets to its ordinary shareholders, and, accordingly, the remaining unvested 400,000 restricted shares became fully vested. Incremental stock-based compensation expense of approximately $104,000 was recognized in the second quarter of fiscal 2015 based upon the 400,000 shares and a fair value of the Parent’s ordinary shares of $0.26 as of the date of modification. No incremental expense for the unvested shares held by the president was recorded. Stock-Based Compensation Expense-Presbia Holdings The employee, non-employee and restricted stock stock-based compensation expense was allocated to the Company from its Parent in the accompanying statements of operations and comprehensive loss for all the periods presented as follows (in thousands): Year Ended December 31, 2015 2014 Research and development $ 28 $ 213 General and administrative 117 81 Sales and marketing 11 19 $ 156 $ 313 The following table sets forth the Parent’s stock option activity for the year ended December 31, 2015: Number of Parent's Shares Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance, January 1, 2015 4,835,000 $ 0.11 Granted — $ — Exercised (3,860,000 ) $ 0.08 $ 656 Forfeited/cancelled (975,000 ) $ 0.24 Balance, December 31, 2015 - $ - Intrinsic value is measured using the estimated fair value at the date of grant, or as of December 31 (for outstanding options), less the applicable exercise price. In May and June 2015, all vested and unvested outstanding stock options issued by the Parent were deemed to be fully vested by May 15, 2015 and were subject to expiration, unless exercised by the option holder, by June 15, 2015, for the purpose of distributing the 9,666,667 ordinary shares of Presbia PLC acquired by Presbia Holdings in connection with the 2014 and 2015 Reorganizations and the initial public offering to its ordinary shareholders. On August 3, 2015, the distribution of such shares was completed to its shareholders and Presbia Holdings was dissolved in November 2015. As a result of the acceleration of the vesting dates of these options, incremental stock-based compensation expense was recognized in the amount of approximately $21,000. Unrecognized Stock-Based Compensation Expense-Presbia Holdings As of December 31, 2015, all outstanding stock options and restricted share issued by Presbia Holdings were either exercised and exchanged for shares in Presbia PLC or were expired. Valuation of the Parent’s Ordinary Shares Valuation at December 31, 2015. No valuation of the Parent’s Ordinary Shares was required at December 31, 2015 because the entity was dissolved in November 2015. Valuation at December 31, 2014. The valuation method at December 31, 2014 utilized probability—weighted income and market approaches, in which it assigned an 10% weight to the outcome of the income approach of $1.06 per share and 90% weight to the outcome of the market approach of $0.33 per share to reach a concluded value of $0.40 per share of the ordinary shares of the Parent. The income approach considers future cash flows on a discounted basis (DCF) as one indicator of current value while the market approach considers recent transactions in recent initial public offerings of similar equities including the Company’s anticipated IPO such as for those enterprises in early stages of development, in the biopharmaceutical or medical device industries. The income approach consisted of a base case scenario, which was assigned a 70% probability of success, in which the U.S. FDA clinical trials are concluded in 2017 and revenues commenced in the U.S. in March 2018. The income approach also assigned additional probabilities of 25% and 5% to a delayed case where entry into the U.S. market is delayed by one year to March 2019 and a pessimistic case where FDA approval is not achieved and there is no entry into the U.S. market, respectively. In each scenario, the DCF was discounted by applying a 27.5% discount rate to free cash flows generated in each of a ten-year projection period and a terminal value that represents future cash flows past 2023, the last year in the ten year projection. The weighted-average enterprise value was further discounted by 22% to account for the lack of marketability of the Parent’s ordinary shares to arrive at a concluded value of $0.40 per share. The discount rate of 27.5% applied in the DCF model is based on the Company’s stage of development. The lack of marketability discount of 22% was determined by applying a protective put option analysis reflecting the expected timing of a liquidity event of the Parent’s ordinary shares. The market approach considers recent initial public offerings in ophthalmology and general biotech markets. The initial public offering analysis consisted of inputs provided by the Company’s lead underwriter which considered a range of pre-IPO equity valuation ranging from $90 million to $140 million. This method provides a range of equity values as of an initial public offering date. The range of enterprise values, when attributed to the ordinary shares of the Parent, indicated an average of $0.42 per share. The same lack of marketability discount of 22% was applied to indicate a value per ordinary share of $0.33. |