Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 |
Stockholders' Equity [Abstract] | ' |
Stockholders' Equity | ' |
5 | Stockholders' Equity | | | | | | | | | | | | | | | |
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Preferred Stock |
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Subsequent to the issuances of the preferred stock, the Company has undertaken a number of common stock offerings that would impact the preferred stock conversion ratios. Previous preferred stockholders who have converted their preferred shares will receive an additional 141,448 shares of common stock as a result of the conversion ratio adjustments, of which 130,051 shares were issued during the nine months ended September 30, 2013 and 11,397 remain issuable. As of September 30, 2013, current Series A and B preferred stockholders holding 73,332 preferred shares are entitled to receive an aggregate of 121,089 shares of common stock upon conversion of their holdings, as a result of the conversion ratio adjustments. The number of shares issuable upon conversion is subject to further adjustment should the Company in the future undertake one or more offerings of its common stock at less than the prevailing market price. |
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The 141,448 incremental shares associated with the conversion ratio adjustment will be recorded to common stock at par with the offset to additional paid in capital when issued as all of the convertible preferred stock was issued prior to the November 16, 2000 effective date of certain provisions of ASC 470 (formerly, EITF 00-27 Application of Issue No. 98-5 to Certain Convertible Instruments). |
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Common Stock |
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On May 22, 2013, shareholders of the Company approved the proposal to increase the number of authorized shares of common stock from 25,000,000 to 35,000,000. During the nine months ended September 30, 2013, the Company issued 743,763 shares of common stock consisting of: 550,292 shares upon the exercise of stock purchase warrants and options for which the Company received $2,811,218 (net of $28,208 in expenses), 130,051 shares in connection with the preferred stock ratio adjustments, 58,970 shares in connection with the vesting of 66,900 shares of restricted common stock net of the shares withheld for payment of withholding taxes, and 4,450 shares to a retired director of the Company for consulting services. |
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Stock Purchase Warrants |
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At September 30, 2013, the Company had warrants outstanding to purchase shares of the Company's common stock consisting of the following: |
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Series | | Number of Warrants | | | Exercise Price | | | Expiration Date | | | | | | |
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L | | | 6,250 | | | $ | 3.12 | | | 31-Mar-14 | | | | | | |
N | | | 100,000 | | | $ | 6.25 | | | 22-Feb-15 | | | | | | |
O | | | 230,900 | | | $ | 5.5 | | | 22-Feb-15 | | | | | | |
P | | | 2,187 | | | $ | 6.25 | | | 16-Feb-15 | | | | | | |
Q | | | 133,333 | | | $ | 5.5 | | | 22-Feb-15 | | | | | | |
R | | | 1,832,602 | | | $ | 9.9 | | | 22-Jun-16 | | | | | | |
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Total | | | 2,305,272 | | | | | | | | | | | | | |
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During the nine months ended September 30, 2013, a total of 624,882 warrants were exercised on a for cash and cashless basis consisting of 367,814 Series K, 200,893 Series J, 53,667 Series O, and 2,508 Series P warrants. A total of 421,465 shares of common stock were issued in connection with the 2013 warrant exercises. |
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Equity Based Compensation |
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Under the Equity Incentive Plan (the "EIP Plan") the Company is authorized to issue shares of common stock. On May 22, 2013, shareholders of the Company approved the proposal to increase the number of authorized shares of common stock the Company can issue from 2,812,500 to 4,500,000. The EIP Plan authorizes the Company to grant equity-based and cash-based incentive compensation in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards, for the purpose of providing the Company's employees, non-employee directors and consultants with incentives and rewards for performance. At September 30, 2013, options to purchase 1,832,581 shares and 802,800 restricted share units were issued and outstanding under the EIP Plan and 1,436,849 shares were available for grant. |
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Stock Options |
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The EIP Plan permits the granting of both incentive and nonqualified stock options to employees and nonqualified stock options to non-employee directors and consultants of the Company. The option exercise price may not be less than the fair market value of the stock on the date of the grant of the option. The duration of each option may not exceed 10 years from the date of grant. |
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For the three and nine months ended September 30, 2013 and 2012, the fair value of each option award was estimated at the date of grant using the Black-Scholes option pricing model. The weighted-average assumptions used were as follows: |
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| | Three Months Ended | | | Nine Months Ended | |
September 30, | September 30, |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Risk-free interest rate | | | 2 | % | | | 0.9 | % | | | 1.26 | % | | | 1.12 | % |
Volatility factor | | | 67.9 | % | | | 72.2 | % | | | 69.9 | % | | | 74.4 | % |
Dividend yield | | | 0 | % | | | 0 | % | | | 0 | % | | | 0 | % |
Expected option life (years) | | | 6.25 | | | | 6.25 | | | | 6.25 | | | | 6.25 | |
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The risk-free rate utilized represents the U.S. treasury yield curve rate for the expected option life at the time of grant. The volatility factor was calculated based on the Company's historical stock price volatility equal to the expected life of the option at the grant date. The dividend yield is 0% since the Company does not anticipate paying dividends in the near future. The simplified expected option life method is used to determine the 6.25 year expected option life for Company employees and directors while the 10 year contractual option life period is utilized for consultants. |
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Based on the Company's historical experience of options that were forfeited before becoming fully vested, the Company has assumed an annualized forfeiture rate of 1.0% for all options. The Company will record additional expense if the actual forfeiture rate is lower than estimated, and will record a recovery of prior expense if the actual forfeiture rate is higher than estimated. |
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A summary of the Company's stock option activity and related information for the nine months ended September 30, 2013 was as follows: |
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| | Options | | | Weighted | | | | | | | | | |
Average | | | | | | | | |
Exercise Price | | | | | | | | |
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Outstanding - January 1, 2013 | | | 1,639,985 | | | $ | 6.38 | | | | | | | | | |
Granted | | | 414,230 | | | $ | 12.15 | | | | | | | | | |
Exercised | | | (178,261 | ) | | $ | 5.58 | | | | | | | | | |
Forfeited | | | (19,918 | ) | | $ | 9.94 | | | | | | | | | |
Expired | | | (23,455 | ) | | $ | 13.47 | | | | | | | | | |
Outstanding - September 30, 2013 | | | 1,832,581 | | | $ | 7.69 | | | | | | | | | |
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Expected to vest - September 30, 2013 | | | 1,814,255 | | | $ | 7.69 | | | | | | | | | |
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Exercisable at September 30, 2013 | | | 1,335,542 | | | $ | 6.46 | | | | | | | | | |
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During 2013, the Company granted 288,630 service based options and 125,600 performance based options to Company employees and consultants. The weighted average fair value per share of options granted during the nine months ended September 30, 2013 was $8.29. |
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During the nine months ended September 30, 2013, 178,261 stock options were exercised on a for cash and cashless basis. A total of 128,827 shares of common stock were issued in connection with the 2013 stock option exercises. The intrinsic value of options exercised in 2013 was $1,229,992. |
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During the three and nine months ended September 30, 2013 and 2012, stock option compensation expense was recorded as follows: |
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| | Three Months Ended | | | Nine Months Ended | |
September 30, | September 30, |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
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Cost of sales | | $ | 17,337 | | | $ | 9,362 | | | $ | 85,678 | | | $ | 30,427 | |
Selling, general and administrative expenses | | | 536,755 | | | | 286,402 | | | | 1,672,548 | | | | 1,301,442 | |
Research and development | | | 55,925 | | | | 13,913 | | | | 127,580 | | | | 31,162 | |
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Total stock option compensation expense | | $ | 610,017 | | | $ | 309,677 | | | $ | 1,885,806 | | | $ | 1,363,031 | |
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As of September 30, 2013, there was $1,960,427 of unrecognized compensation cost related to nonvested service based awards and $320,857 related to nonvested performance based awards. These costs are expected to be recognized over the options' remaining weighted average vesting period of 1.85 years for the service and 0.25 years for the performance based awards. |
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Restricted Share Units |
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The Company has issued service, performance and market based restricted share units to employees and directors of the Company. Expense for restricted share awards is amortized on a straight-line basis over the awards' vesting period. The fair value of service and performance awards are determined using the quoted market price of the Company's common stock on the date of grant, while market based performance awards are valued using a binomial/lattice pricing model. |
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The following table summarizes the restricted share unit activity for the period: |
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| | Number | | | Weighted | | | | | | | | | |
of Shares | Average Fair Value | | | | | | | | |
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Unvested January, 1, 2013 | | | 786,900 | | | $ | 7.07 | | | | | | | | | |
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Granted | | | 82,800 | | | | 13.66 | | | | | | | | | |
Vested | | | (66,900 | ) | | | 9.52 | | | | | | | | | |
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Unvested, September 30, 2013 | | | 802,800 | | | $ | 9.22 | | | | | | | | | |
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In connection with the vesting of restricted share unit awards during the nine months ended September 30, 2013, 7,930 common stock shares with a fair value of $76,446 were withheld in satisfaction of employee tax withholding obligations. |
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During the three months ended September 30, 2013 and 2012, restricted share unit compensation expense was $745,067 and $109,289 and for the nine months ended September 30, 2013 and 2012 was $1,937,993 and $307,257 respectively and included in selling, general and administrative expense. |
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As of September 30, 2013, there was $5,449,413 of unrecognized compensation cost related to unvested restricted share units. These costs are expected to be recognized over the restricted shares units' remaining weighted average vesting period of 2.43 years. |
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In consideration of prior service to the Company, a retiring director received 5,000 restricted share units, acceleration of the vesting of any unvested stock options and restricted share units and extension of the date to exercise vested stock options to the earlier of 36 months or the awards original expiration date (versus 90 days) from the date of the retirement. Also during the nine months ended September 30, 2013, the Company granted 4,450 shares of common stock to a former director for consulting services. An additional $337,422 of stock based compensation expense was recognized during the nine months ended September 30, 2013 and included in selling, general and administrative expense in connection with these activities. |
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Shares Reserved for Future Issuance |
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At September 30, 2013, the Company had reserved the following shares of common stock for future issuance: |
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Convertible preferred shares (series A - B) | | | 73,332 | | | | | | | | | | | | | |
Additional stock issuable related to conversion of preferred stock | | | 59,154 | | | | | | | | | | | | | |
Common stock options outstanding | | | 1,832,581 | | | | | | | | | | | | | |
Common stock warrants outstanding | | | 2,305,272 | | | | | | | | | | | | | |
Restricted share units outstanding | | | 802,800 | | | | | | | | | | | | | |
Common stock equivalents available for grant | | | 1,436,849 | | | | | | | | | | | | | |
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Total common stock shares reserved | | | 6,509,988 | | | | | | | | | | | | | |