Equity | Equity Equity Plans We provide long-term incentives to eligible officers, directors, and employees in the form of equity-based awards. We maintain three equity incentive compensation plans, collectively described below as our "Equity Plans": • the 2000 Stock Option Plan, • the 2010 Equity Incentive Plan ("2010 Plan"), and • the 2012 Equity Incentive Plan ("2012 Plan"). We issue new shares of common stock to satisfy awards issued under our Equity Plans. The Board of Directors (the “Board”) and stockholders of the Company previously approved, amendments to the 2012 Plan that among other changes, (1) increased the limit on the aggregate number of shares of common stock that may be delivered pursuant to awards granted under the 2012 Plan by 500,000 shares to a new aggregate share limit of 2,500,000 shares; (2) made shares exchanged or withheld by the Company to satisfy any purchase price and tax withholding obligations related to options or “full value awards” (such as restricted stock or stock unit awards), and the total number of shares subject to stock appreciation rights (whether or not issued) count against the 2012 Plan’s share limit and no longer available for new grants under the 2012 Plan; (3) implemented a maximum grant date fair value limit for awards granted to non-employee directors under the 2012 Plan during any one calendar year of $250,000 (or $350,000 in the case of awards to a non-employee director serving as Chairman of the Board or Lead Independent Director at the time of grant, or to a newly elected or appointed non-employee director during the first calendar year of service), (4) expressly allowed the administrator to permit or require participants to defer awards granted under the 2012 Plan, (5) extended the term of the 2012 Plan until March 11, 2026 ; and (6) extended the performance-based award feature of the 2012 Plan through the first annual meeting of stockholders that occurs in 2021 . As a result of the March 2016 approval of the amendments to the 2012 Plan by the Company's stockholders, no more shares may be granted under the 2007 Directors' Stock Award Plan. Stock Options Most of our stock options vest and become exercisable over a four to five year period and have a contractual life of 10 years. Certain stock options awarded are intended to qualify as incentive stock options pursuant to Section 422A of the Internal Revenue Code. The following table summarizes stock option activity under the Equity Plans for the nine months ended June 30, 2016 : Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (*) (in thousands) Outstanding as of September 30, 2015 696,459 $22.47 Granted 27,900 $6.01 Exercised (40,863 ) $4.98 $ 82 Forfeited (5,700 ) $6.35 Expired (58,557 ) $31.63 Outstanding as of June 30, 2016 619,239 $22.17 2.47 $ 235 Exercisable as of June 30, 2016 558,777 $23.91 1.75 $ 216 Vested and expected to vest as of June 30, 2016 607,096 $22.49 2.33 $ 231 (*) Intrinsic value for stock options represents the “in-the-money” portion or the positive variance between a stock option's exercise price and the underlying stock price. For the nine months ended June 30, 2015, the intrinsic value of options exercised was $194,000 . As of June 30, 2016 , there was approximately $0.2 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested stock options granted under the Equity Plans which is expected to be recognized over an estimated weighted average life of 4.0 years. On December 10, 2014 , in connection with the sale of the Photovoltaics Business, which constituted a change in control, the terms of approximately 56,000 stock options for approximately 80 employees were modified to include accelerated vesting effective as of that date. The total incremental benefit resulting from the modifications was approximately $0.2 million and is included in the Company's income from discontinued operations, net of tax, for the nine months ended June 30, 2015. With the dividend of $1.50 per share declared on July 5, 2016 , payable to shareholders of record as of the close of business on July 18, 2016 and paid by the Company on July 29, 2016 , the number of shares subject to all outstanding options as of that dividend payable date and the exercise price of each such option were equitably and proportinately adjusted to preserve the intrinsic value of the outstanding awards. The impact of the dividend adjustment to outstanding options as of the dividend payable date has also increased the exercisable, vested and expected to vest shares in the above table, which will be reflected in future periods. Valuation Assumptions The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option valuation model, adhering to the straight-line attribution approach using the following weighted-average assumptions, of which the expected term and stock price volatility rate are highly subjective: For the three months ended June 30, For the nine months ended June 30, 2016 2015 2016 2015 Black-Scholes weighted average assumptions: Expected dividend rate — % — % — % — % Expected stock price volatility rate 60.4 % 63.5 % 60.9 % 70.5 % Risk-free interest rate 1.4 % 1.9 % 1.6 % 1.8 % Expected term (in years) 6.0 6.0 6.0 6.0 Weighted average grant date fair value per share of stock options granted: $3.06 $ 3.59 $ 3.40 $ 3.57 Restricted Stock Restricted stock units (RSUs) granted to employees under the 2010 Plan and 2012 Plan typically vest over 3 years and are subject to forfeiture if employment terminates prior to the lapse of the restrictions. RSUs are not considered issued or outstanding common stock until they vest. The following table summarizes the activity related to RSUs for the nine months ended June 30, 2016 : Restricted Stock Activity Restricted Stock Units Number of Shares Weighted Average Grant Date Fair Value Non-vested as of September 30, 2015 570,231 $5.26 Granted 431,150 $5.55 Vested (283,553 ) $5.17 Forfeited (49,497 ) $5.12 Non-vested as of June 30, 2016 668,331 $5.49 As of June 30, 2016 , there was approximately $2.9 million of remaining unamortized stock-based compensation expense, net of estimated forfeitures, associated with RSUs, which will be expensed over a weighted average remaining service period of approximately 2.6 years. The 0.7 million outstanding non-vested RSUs have an aggregate intrinsic value of approximately $4.0 million and a weighted average remaining contractual term of 1.7 years. For the nine months ended June 30, 2016 and 2015 , the intrinsic value of RSUs vested was approximately $1.6 million and $4.4 million , respectively. Of the 0.7 million outstanding non-vested RSUs at June 30, 2016 , approximately 0.6 million are expected to vest and have an aggregate intrinsic value of approximately $3.7 million and a weighted average remaining contractual term of 1.7 years. In connection with the appointment of Mr. Jikun Kim as the Company's Chief Financial Officer on June 20, 2016 , he was granted a time based equity award of 150,000 RSUs that are scheduled to vest in five equal annual installments on each of the first five anniversaries of his hiring date. With the dividend of $1.50 per share declared on July 5, 2016 , payable to shareholders of record as of the close of business on July 18, 2016 and paid by the Company on July 29, 2016 , the number of shares subject to all outstanding RSUs as of the dividend payable date was equitably and proportionately adjusted to preserve the intrinsic value of the outstanding awards. The impact of the dividend adjustment to outstanding RSUs as of the dividend payable date has also increased the non-vested RSUs outstanding and the expected to vest RSUs as disclosed in the above table, which will be reflected in future periods. On December 10, 2014 , in connection with the sale of the Photovoltaics Business, which constituted a change in control, the terms of approximately 147,000 RSUs for approximately 80 employees were modified to include accelerated vesting effective as of that date. The total incremental expense resulting from the modifications was approximately $49,000 and is included in the Company's income from discontinued operations, net of tax, for the nine months ended June 30, 2015. In total, approximately 0.3 million RSU's vested due to change in control provisions. On June 24, 2016 , in connection with the resignation of the Company's former Chief Financial Officer, Mark Weinswig, approximately $0.3 million of stock compensation expense was recorded for acceleration of some and cancellation of other restricted stock units. See Note 8 - Accrued expenses and Other Current Liabilities . Stock-based compensation The effect of recording stock-based compensation expense was as follows: Stock-based Compensation Expense - by award type For the three months ended June 30, For the nine months ended June 30, (in thousands) 2016 2015 2016 2015 Employee stock options $ 9 $ — $ 25 $ 184 Restricted stock awards and units 606 297 1,325 2,353 Employee stock purchase plan 57 36 168 100 401(k) match in common stock — 60 — 284 Outside director fees in common stock 55 8 185 288 Total stock-based compensation expense $ 727 $ 401 $ 1,703 $ 3,209 Stock-based Compensation Expense - by expense type For the three months ended June 30, For the nine months ended June 30, (in thousands) 2016 2015 2016 2015 Cost of revenue $ 81 $ 88 $ 263 $ 273 Selling, general, and administrative 555 195 1,163 2,609 Research and development 91 118 277 327 Total stock-based compensation expense $ 727 $ 401 $ 1,703 $ 3,209 The stock based compensation expense above relates to continuing operations. Included within stock based-compensation for selling, general and administrative expense for the three and nine months ended June 30, 2016 was approximately $0.3 million associated with the acceleration of some and cancellation of other restricted stock units associated with the resignation of the Company's former Chief Financial Officer, Mark Weinswig. Stock based-compensation within selling, general and administrative expense was higher for the nine months ended June 30, 2015 due to stock-based compensation expense associated with the sale of the Photovoltaics and Digital Products Businesses. Included within discontinued operations is $0.9 million of stock based compensation expense for the nine months ended June 30, 2015 . 401(k) Plan We have a savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under this savings plan, participating employees may defer a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit. All employer contributions were made in common stock through June 30, 2015 and since then have been made in cash. Our matching contribution in cash for the three and nine months ended June 30, 2016 was approximately $0.1 million and $0.3 million , respectively. For the three and nine months ended June 30, 2015 , we contributed approximately $0.1 million and $0.3 million , respectively, in common stock to the savings plan. All participant accounts had their holdings in company stock liquidated as of December 3, 2015 . Income (Loss) Per Share The following table sets forth the computation of basic and diluted net income (loss) per share: Basic and Diluted Net Income (Loss) Per Share For the three months ended June 30, For the nine months ended June 30, (in thousands, except per share) 2016 2015 2016 2015 Numerator: Income (loss) from continuing operations $ 1,178 $ 464 $ 882 $ (3,622 ) Income from discontinued operations 123 1,976 5,388 65,242 Undistributed earnings allocated to common shareholders for basic and diluted net income (loss) per share 1,301 2,440 6,270 61,620 Denominator: Denominator for basic net income (loss) per share - weighted average shares outstanding 26,103 31,203 25,913 31,494 Dilutive options outstanding, unvested stock units and ESPP 166 229 273 — Denominator for diluted net income (loss) per share - adjusted weighted average shares outstanding 26,269 31,432 26,186 31,494 Net income (loss) per basic share: Continuing operations $ 0.05 $ 0.02 $ 0.04 $ (0.11 ) Discontinued operations — 0.06 0.20 2.07 Net income per basic share $ 0.05 $ 0.08 $ 0.24 $ 1.96 Net income (loss) per diluted share: Continuing operations $ 0.05 $ 0.02 $ 0.04 $ (0.11 ) Discontinued operations $ — $ 0.06 0.20 2.07 Net income per diluted share $ 0.05 $ 0.08 $ 0.24 $ 1.96 Weighted average antidilutive options, unvested restricted stock units and awards, warrants and ESPP shares excluded from the computation 522 749 528 1,378 Average market price of common stock $ 5.64 $ 5.99 $ 6.00 $ 5.54 The antidilutive stock options, unvested stock and warrants were excluded from the computation of diluted net income (loss) per share due to the Company incurring a net loss for the nine months ended June 30, 2016 . Employee Stock Purchase Plan We maintain an Employee Stock Purchase Plan ("ESPP") that provides employees an opportunity to purchase common stock through payroll deductions. The ESPP is a 6-month duration plan with new participation periods beginning on February 25 and August 26 of each year. The purchase price is set at 85% of the average high and low market price of our common stock on either the first or last day of the participation period, whichever is lower, and annual contributions are limited to the lower of 10% of an employee's compensation or $25,000 . Future Issuances As of June 30, 2016 , we had common stock reserved for the following future issuances: Future Issuances Number of Common Stock Shares Available for Future Issuances Exercise of outstanding stock options 619,239 Unvested restricted stock units 668,331 Purchases under the employee stock purchase plan 881,706 Issuance of stock-based awards under the Equity Plans 717,768 Purchases under the officer and director share purchase plan 88,741 Issuance of deferred stock-based awards under the Directors' Stock Award Plan, as amended 22,163 Total reserved 2,997,948 With the dividend of $1.50 per share declared on July 5, 2016 , payable to shareholders of record as of the close of business on July 18, 2016 and paid by the Company on July 29, 2016 , the number of shares subject to outstanding equity awards, the exercise price of outstanding stock options and the overall limit on the number of shares remaining available for future issuance under the 2010 Plan and 2012 Plan were equitably and proportionately adjusted to preserve the intrinsic value of the outstanding awards and to preserve the intended effect of the overall share limits. Accordingly, the impact of the dividend adjustment has increased the share amounts reserved for future issuances as disclosed in the above table, which will be reflected in future periods. |