Stock Options and Stock-based Employee Compensation | 3. Stock Options and Stock-based Employee Compensation Below is a summary of common stock options outstanding at December 31, 2016: Authorized Shares Options Outstanding Options Vested Available for Grant Employee and Director Stock Option Plans: 2001 Stock Option Plan 2,525,000 11,400 11,400 — 2001 Employee Stock Option Plan 300,000 4,020 4,020 — 2004 Stock Option Plan 5,000,000 1,116,234 1,116,234 — 2006 Director’s Stock Option Plan 1,100,000 169,500 169,500 — 2012 Incentive Plan 6,300,000 659,125 384,578 2,325,491 Total 15,225,000 1,960,279 1,685,732 2,325,491 Under all of our stock option plans, new shares are issued when options are exercised. Employee and Director Stock Option Plans We have non-qualified stock options outstanding to employees and directors under various stock option plans. The plans require the exercise price of options granted under these plans to equal or exceed the fair market value of the Company’s common stock on the date of grant. The options, subject to termination of employment, generally expire ten years from the date of grant. Historically, our employee options typically vested pro-rata and quarterly over three years. Option grants to employees, officers and directors frequently contain accelerated vesting provisions upon the occurrence of a change of control, as defined in the applicable option agreements. Under the terms of the 2012 Incentive Plan adopted by the Company’s Board of Directors on April 13, 2012 (the “2012 Plan”), 2,700,000 shares are available for issuance, plus a number of additional shares (not to exceed 1,327,000) underlying options outstanding under certain of the Company’s prior equity plans that thereafter terminate or expire unexercised, or are cancelled, forfeited, or lapse for any reason. Our shareholders approved an Amended and Restated 2012 Incentive Plan during our annual meeting held June 24, 2015, increasing the number of shares available for grant by 3,600,000. Awards issued under the 2012 Plan typically vest pro-rata and quarterly over four years. Accounting Treatment We use the straight-line amortization method for recognizing stock option compensation costs. Our share-based awards include (i) stock options, (ii) restricted stock awards, some of which are subject to time-based vesting (“Restricted Stock”) and some of which are subject to performance-based vesting (“Performance Stock”), and (iii) restricted stock units, some of which are subject to time-based vesting (“RSUs”) and some of which are subject to performance-based vesting (“Performance RSUs”). For the twelve months ended December 31, 2016, 2015, and 2014, respectively, the total stock-based compensation expense resulting from stock options, Restricted Stock, RSUs, Performance RSUs, and Performance Stock was recorded to the following line items of our consolidated statements of income: Year Ended December 31, (In thousands) 2016 2015 2014 Cost of revenue $ 186 $ 182 $ 180 Research and development expenses 246 242 237 Selling, general and administrative expenses 1,351 1,749 1,264 Stock-based compensation expense $ 1,783 $ 2,173 $ 1,681 Our 2016 stock-based compensation expense includes $280 thousand related to the accelerated vesting of awards related to our CFO transition. Our 2015 stock-based compensation expense includes $540 thousand related to the accelerated vesting of awards related to our CEO transition. A deferred tax asset of $506 thousand, $625 thousand, and $462 thousand, resulting from stock-based compensation expense associated with awards relating to the Company’s U.S. operations, was recorded for the twelve months ended December 31, 2016, 2015, and 2014, respectively. As of December 31, 2016, there was $3.3 million of total unrecognized stock-based compensation related to non-vested share-based compensation awards granted under the stock option plans. This cost is expected to be recognized over a weighted average period of 1.7 years. We use the Black-Scholes Option Pricing Model (“BSOPM”) to determine the fair value of option grants. On January 1, 2006, we elected to use the “simplified” method to calculate the estimated life of options granted to employees. The Company continued to use the “simplified” method for all options granted through 2013. The Company elected to use the “historical” method to calculate the estimated life of any options that may be granted beginning 2014. The expected stock price volatility was calculated by averaging the historical volatility of the Company’s common stock over a term equal to the expected life of the options. We granted 373,187 options in 2016. No options were granted in 2014 or 2015. The following weighted average assumptions were applied in determining the fair value of options granted during the respective periods: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.21 % — — Expected option life (years) 5.3 — — Expected stock price volatility 44 % — — Expected dividend yield — — — Fair value of options granted $ 1.51 — — The assumptions used in the BSOPM valuation are critical as a change in any given factor could have a material impact on the financial results of the Company. The weighted average grant-date fair value of awards of restricted stock and restricted stock units is based on quoted market price of the Company’s common stock on the date of grant. Stock Option Activity There were 123,760 stock options exercised for the twelve months ended December 31, 2016. As a result of these stock option exercises, there was $55 thousand in excess tax benefits recorded in 2016. For the comparative period in 2015, there were 2,668,928 stock option exercises, resulting in a $19 thousand excess tax benefit. In the twelve months ended December 31, 2014, 407,829 stock options were exercised, resulting in a $99 thousand excess tax benefit. The following is a summary of all stock option transactions for the three years ended December 31, 2016: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Yrs) Outstanding at January 1, 2014 6,748,374 $ 4.50 Granted at market price — $ — Cancelled or expired (1,850,036 ) $ 7.71 Exercised (407,829 ) $ 1.83 Outstanding at December 31, 2014 4,490,509 $ 3.42 Granted at market price — — Cancelled or expired (47,029 ) $ 4.69 Exercised (2,668,928 ) $ 3.25 Outstanding at December 31, 2015 1,774,552 $ 3.65 Granted at market price 373,187 $ 3.70 Cancelled or expired (63,700 ) $ 3.95 Exercised (123,760 ) $ 1.66 Outstanding at December 31, 2016 1,960,279 $ 3.78 3.90 Options exercisable at December 31, 2016 1,685,732 $ 3.79 3.03 At December 31, 2016, all 1,960,279 options outstanding and all 1,685,732 options exercisable had an exercise price lower than the market value of the Company’s common stock. The aggregate intrinsic value of these options was $2.3 million and $1.9 million, respectively. At December 31, 2015, all 1,774,552 options outstanding and all 1,636,238 options exercisable had an exercise price lower than the market value of the Company’s common stock. The aggregate intrinsic value of these options was $2.5 million and $2.2 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2016 and 2015, was $290 thousand and $4.4 million, respectively. Summarized information about stock options outstanding at December 31, 2016, is as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $1.11 - $1.99 102,834 2.27 $ 1.43 102,834 $ 1.43 $2.00 - $3.49 522,938 4.51 $ 2.59 522,938 $ 2.59 $3.50 - $4.99 1,334,507 3.53 $ 4.43 1,059,960 $ 4.61 1,960,279 3.73 $ 3.78 1,685,732 $ 3.79 There were 1,636,238 and 4,135,731 exercisable options at December 31, 2015 and 2014, respectively. Restricted Stock Activity The following is a summary of all Restricted Stock activity during the three years ended December 31, 2016: Restricted Shares Weighted Average Fair Value Non-vested restricted stock at January 1, 2014 648,250 $ 3.06 Granted at market price 140,000 $ 4.66 Vested (184,000 ) $ 2.99 Cancelled — — Non-vested restricted stock at December 31, 2014 604,250 $ 3.45 Granted at market price 100,000 $ 5.18 Vested (240,750 ) $ 3.35 Cancelled (40,250 ) $ 3.57 Non-vested restricted stock at December 31, 2015 423,250 $ 3.91 Granted at market price 573,461 $ 3.75 Vested (292,469 ) $ 3.50 Cancelled (15,000 ) $ 4.11 Non-vested restricted stock at December 31, 2016 689,242 $ 3.94 As a result of vesting Restricted Stock $59 thousand, $84 thousand, and $69 thousand in excess tax benefits were recorded in 2016, 2015, and 2014, respectively. Restricted Stock Unit Activity The following is a summary of all RSU activity during the three years ended December 31, 2016: Restricted Stock Units Weighted Average Fair Value Non-vested restricted stock units at January 1, 2014 179,750 $ 3.00 Granted at market price 55,000 $ 4.66 Vested (52,000 ) $ 2.93 Cancelled — — Non-vested restricted stock units at December 31, 2014 182,750 $ 3.52 Granted at market price 215,000 $ 3.88 Vested (65,750 ) $ 3.29 Cancelled (32,500 ) $ 3.88 Non-vested restricted stock units at December 31, 2015 299,500 $ 3.79 Granted at market price 38,500 $ 3.74 Vested (179,914 ) $ 3.66 Cancelled — — Non-vested restricted stock units at December 31, 2016 158,086 $ 3.92 As a result of these vesting RSU’s $8 thousand in excess tax benefits was recorded in 2016. No excess tax benefits resulted from the vesting of RSU’s in 2015 or 2014. Performance RSU Activity The following is a summary of all Performance RSU activity during the three years ended December 31, 2016: Restricted Stock Units Weighted Average Fair Value Non-vested performance RSUs at January 1, 2014 — — Granted at market price 100,000 $ 4.66 Vested — — Forfeited (100,000 ) $ 4.66 Non-vested performance RSUs at December 31, 2014 — — Granted at market price 215,000 $ 3.88 Vested — — Forfeited (32,500 ) $ 3.88 Non-vested performance RSUs at December 31, 2015 182,500 $ 3.88 Granted at market price 22,500 $ 3.61 Vested (97,428 ) $ 3.88 Forfeited (16,741 ) $ 3.88 Non-vested performance RSUs at December 31, 2016 90,831 $ 3.81 As a result of these vesting performance RSU’s $15 thousand in excess tax benefits was recorded in 2016. Performance Stock Activity The following is a summary of all Performance Stock activity during the one year ended December 31, 2016: Restricted Stock Units Weighted Average Fair Value Non-vested performance stock at January 1, 2016 — — Granted at market price 141,500 $ 3.61 Vested (20,000 ) $ 3.61 Forfeited — — Non-vested performance stock at December 31, 2016 121,500 $ 3.61 As a result of these vesting Performance Stock $5 thousand in excess tax benefits was recorded in 2016. The weighted average grant-date fair value of awards of Restricted Stock, RSUs, Performance RSU’s, and Performance Stock is based on the quoted market price of the Company’s common stock on the date of grant. |