Employee and Consultant Equity-Based Compensation | NOTE 15. EMPLOYEE AND CONSULTANT EQUITY-BASED COMPENSATION The Company has three equity based compensation plans, which are discussed below: Non-Qualified Stock Option Plan The Non-Qualified Stock Option Plan (the “Non-Qualified Plan”) was a stockholder-approved plan that provided for stock option grants to independent contractors, technical advisors and directors of the Company. The exercise price of each option, which has a maximum 10 year life, was established by the Company's Compensation Committee on the date of grant. As of December 31, 2017 , there were 280,000 options exercised under the Non-Qualified Plan and 0 that remain outstanding. The Non-Qualified Plan has been replaced by the 2012 Omnibus Equity Incentive Plan, so no further options are available for grant. 2004 Omnibus Stock Option Plan In December 2004, the Company’s stockholders approved the Omnibus Stock Option Plan and reserved 500,000 shares of its authorized but unissued Common Stock for stock options to be granted to employees, independent contractors, technical advisors and directors of the Company. The authorized shares in this plan were increased by 5,000,000 shares to an aggregate amount of 5,500,000 upon stockholder approval during the fiscal year ended July 31, 2012. As of December 31, 2017 , there were 658,994 options exercised under the 2004 Omnibus Stock Option Plan and 3,281,006 that remain outstanding. The 2004 Omnibus Stock Option Plan has been replaced by the 2012 Omnibus Equity Incentive Plan, so no further options are available for grant. 2012 Omnibus Equity Incentive Plan In December 2012, the Company’s stockholders approved the Company’s 2012 Omnibus Equity Incentive Plan to replace all prior plans (“Prior Plans”). The Prior Plans remain in effect until all awards granted under those plans have been exercised, forfeited, canceled, expired or otherwise terminated. In connection with the approval of such plan, all stock options, totaling 1,677,500 formerly available for new awards under the Prior Plans were transferred to the 2012 Omnibus Equity Incentive Plan. During the Company's Annual Meeting of Stockholders, stockholders approved amendments to the Company's 2012 Omnibus Equity Incentive Plan increasing the number of stock options of Common Stock reserved and available for grant by 4,000,000 in May 2014 and 2,000,000 in May 2017 resulting in a total of 7,677,500 reserved shares. Stock options granted under this plan typically vest either (i) one year after grant date, (ii) monthly over a one year period, (iii) annually over a five year period, or (iv) 40% two years after grant date and the remaining 60% monthly over the next three years. The maximum term is ten years. Restricted Stock Units (“RSU's”) granted under this plan typically vest either (i) annually over a five year period, or (ii) immediately. Stock Grants (“SG's”) granted under this plan vest immediately. As of December 31, 2017 , there were 621,216 options exercised as well as 18,011 RSU's and SG's released under the 2012 Omnibus Equity Incentive Plan. There were 4,071,275 shares remaining outstanding, leaving 2,966,998 available for grant. In December 2015, the Board of Directors voted to restrict new grants under the 2012 Omnibus Equity Incentive Plan to 200,000 shares until such time as the Company’s total available shares are increased. The Company's total available shares were increased in March 2016 terminating the restriction of new grants. Combined Stock Option Plans The following table summarizes option activity under all plans during the years ending December 31, 2017 , and December 31, 2016 and shows the exercisable shares as of December 31, 2017 : Stock Option Activity Number of Shares Weighted Average Exercise Price per Share Options Outstanding January 1, 2016 6,167,170 $ 6.91 Granted 1,024,050 14.05 Forfeited (147,663 ) 18.43 Exercised (158,743 ) 7.47 Expired (27,690 ) 4.87 Options Outstanding December 31, 2016 6,857,124 7.72 Granted 1,208,542 23.84 Forfeited (79,962 ) 17.82 Exercised (656,846 ) 8.93 Expired (727 ) 24.45 Options Outstanding December 31, 2017 7,328,131 10.16 Exercisable December 31, 2017 5,163,899 6.38 The cash received from the exercise of options during the year ending December 31, 2017 , was $5.9 million and the tax benefit realized was $0 for the same period. Upon exercise, shares are issued from shares authorized and held in reserve. The intrinsic value of options exercised was $12.1 million , $2.2 million and $2.0 million for the years ending December 31, 2017 , 2016 and 2015 , respectively. The total fair value of options vesting during the period was $12.0 million , $6.6 million , and $7.3 million for the years ending December 31, 2017 , 2016 and 2015 , respectively. The Company accounts for all option grants using the Black-Scholes option pricing model in accordance with ASC 718 for options granted or extended. The table below summarizes the inputs used to calculate the estimated fair value of options awarded during the respective periods: Black-Scholes Assumptions for Options Granted Years ended December 31, 2017 2016 2015 Expected term (in years) 6.23 6.43 6.26 Volatility 77 % 86 % 91 % Expected dividends — — — Risk free interest rates 2.1 % 1.6 % 1.7 % Estimated forfeitures — % 8.5 % 5.6 % Weighted average fair value $ 16.24 $ 10.35 $ 16.69 In general, option awards have a requisite service period and unvested options are forfeited upon employee or consultant termination. In years prior to 2016, the Company estimated a forfeiture rate which was applied to outstanding options to determine options expected to be forfeited with the remaining outstanding options being those expected to vest. Effective January 2017, the Company implemented ASU 2016-09, Compensation-Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting and made a policy election to account for forfeitures as they occur. Further information regarding this implementation is included below in this note. The following table shows summary information for outstanding options and options that are exercisable (vested) as of December 31, 2017 : Stock Option Supplemental Information Options Outstanding Options Exercisable Number of options 7,328,131 5,163,899 Weighted average remaining contractual term (in years) 6.16 5.19 Weighted average exercise price $ 10.16 $ 6.38 Weighted average fair value $ 7.48 $ 4.74 Aggregate intrinsic value (in millions) $ 117.7 $ 102.4 The aggregate intrinsic value in the table above represents the total pretax intrinsic value that would have been received by the option holders had all option holders exercised their options on that date. It is calculated as the difference between the Company’s closing stock price of $26.20 on the last trading day of 2017 and the exercise price multiplied by the number of shares for options where the exercise price is below the closing stock price. This amount changes based on the fair market value of the Company’s stock. In December 2015, in connection with the Company's public offering, we modified the stock options of three of our executive officers to restrict the ability to exercise until such time as additional available unissued shares have been authorized. Such authorization was obtained from a majority of our shareholders as of December 31, 2015, and was filed with the State of Delaware in March 2016. There was an immaterial amount of incremental compensation associated with this modification. The following table summarizes RSU and SG activity during the years ending December 31, 2017 , and December 31, 2016 : RSU and SG Activity Number of Shares Weighted Average Grant Date Fair Value per Share RSU's & SG Outstanding January 1, 2016 40,250 20.91 Granted — — Forfeited — — Vested/released — — RSU's & SG's outstanding December 31, 2016 40,250 20.91 Granted 1,911 22.40 Forfeited — — Vested/released (18,011 ) 21.07 RSU's & SG's outstanding December 31, 2017 24,150 20.91 The total fair value of RSU's and SG's vested and released during the period was $379,000 , $0 , and $0 for the years ending December 31, 2017 , 2016 and 2015 , respectively. The Company records compensation cost based on the fair value of the award. The table below summarizes the weighted average fair value of RSU's and SG's awarded for the years ending December 31, : RSU and SG Grants 2017 2016 2015 Weighted average fair value 22.40 — 20.91 The expense and tax benefits recognized on the Company’s consolidated statements of operations and comprehensive loss related to options for the years ending December 31, is summarized below (in thousands): Equity-Based Compensation Expenses and Tax Benefit (in thousands) 2017 2016 2015 Cost of Sales $ 99 $ — $ — Research and development $ 3,738 $ 1,585 $ 2,479 Sales, general and administrative 10,096 7,190 5,909 Total equity-based compensation expense 13,933 8,775 8,388 Recognized tax benefit $ — $ — $ — As of December 31, 2017 , $304,000 and $48,000 of equity-based compensation expense was a component of capitalized inventory and property and equipment, respectively. As of December 31, 2017 , unrecognized equity-based compensation cost related to unvested stock options, and unvested RSU's was $15.9 million and $ 174,000 , respectively. This is expected to be recognized over the years 2018 through 2022 . In January 2017, we implemented ASU 2016-09, Compensation-Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting. Pursuant to this guidance, we made a policy election to account for forfeitures as they occur rather than on an estimated basis and, therefore, equity based compensation expense for the year ended December 31, 2017 has been calculated based on actual forfeitures in our condensed consolidated statements of operations and comprehensive loss, rather than our previous approach which was net of estimated forfeitures. Share-based compensation expense for the years ending December 31, 2016 and December 31, 2015 is recorded net of estimated forfeitures, which were based on historical forfeitures and adjusted to reflect changes in facts and circumstances, if any. This change was accounted for using the modified retrospective transition method. This election resulted in a cumulative-effect adjustment which increased our accumulated deficit and additional paid-in capital by $655,000 for all outstanding awards as of January 1, 2017. We believe this election simplifies several aspects of the accounting for share-based payment transactions. This new guidance requires that we record excess tax benefits and tax deficiencies related to the settlement of employee stock-based compensation to the income tax expense line item on our condensed consolidated statements of operations and comprehensive loss. The new guidance also states that previously unrecognized excess tax benefits should be recognized on a modified retrospective basis as of the beginning of the annual period of adoption. At January 1, 2017, we recorded approximately $1.5 million of additional deferred tax assets, which are fully offset by a valuation allowance. Accordingly, the adoption of ASU 2016-09 did not result in an adjustment to retained earnings for the cumulative effect of the tax benefit of the stock compensation. The new guidance also requires excess tax benefits to be classified as an operating activity in the statement of cash flows rather than as a financing activity. Additionally, ASU 2016-09 requires that the minimum tax withholding paid on behalf of employees for share-based awards be classified as a financing activity in the statement of cash flows. Adoption of ASU 2016-09 did not result in any adjustments to prior period disclosures on the Company's consolidated statement of cash flows. |