Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Awards and Per Share Information

v2.4.0.8
Stock-Based Awards and Per Share Information
3 Months Ended
Mar. 31, 2014
Stock-Based Awards and Per Share Information

NOTE 3—STOCK-BASED AWARDS AND PER SHARE INFORMATION

Stock-Based Compensation

The Company currently has one stock-based compensation plan, the 2002 Stock Incentive Plan (the “2002 Plan”) which will expire on May 5, 2019. Eligible persons under the 2002 Plan include certain officers and employees of the Company, and directors of the Company, as well as consultants. Under the 2002 Plan, 7,750,000 shares of common stock have been authorized for issuance. As of March 31, 2014, 2,957,000 shares of common stock have been issued pursuant to options that were exercised, 4,400,000 shares of common stock have been reserved for options that are outstanding, and 393,000 shares of common stock remain available for future grant.

Compensation cost related to stock options recognized in operating results totaled approximately $310,000 and $368,000 for the three months ended March 31, 2014 and 2013, respectively. The net impact to earnings for those periods was $(0.01) and $(0.01) per basic and diluted share, respectively. At March 31, 2014, the Company had approximately $2.2 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements granted under the 2002 Plan. The Company expects that cost to be recognized over a weighted-average period of 1.5 years.

The following table summarizes the income statement classification of compensation expense associated with share-based payments (in thousands):

 

 

Three Months Ended
March 31,

 

 

2014

 

 

2013

 

Cost of revenue

$

46

  

 

$

80

  

Sales and marketing

 

125

  

 

 

139

  

General and administrative

 

115

  

 

 

115

  

Engineering and development

 

24

  

 

 

34

  

 

$

310

  

 

$

368

  

The stock option fair values were estimated using the Black-Scholes option-pricing model with the following assumptions:

 

 

Three Months Ended
March 31,

 

 

2014

 

 

2013

 

Expected term

 

3.6 years

  

 

 

3.7 years

  

Volatility

 

98.37

 

 

92.70

Annual dividend per share

$

0.00

  

 

$

0.00

  

Risk-free interest rate

 

1.65

 

 

0.80

A summary of option activity under the Company’s stock option plan for the three months ended March 31, 2014 is as follows:

 

 

Shares

 

  

Weighted
Average
Exercise Price

 

  

Weighted Average
Remaining
Contractual
Term (Years)

 

  

Aggregate
Intrinsic
Value(1)

 

Options outstanding at December 31, 2013

 

4,441,000

  

  

$

3.51

  

  

 

3.83

  

  

1,574,000

  

Granted at fair market value

 

23,000

 

 

$

2.99

 

 

 

 

 

 

 

 

 

Granted at above fair market value

 

290,000

  

  

$

3.06

  

  

 

 

 

  

 

 

 

Exercised

 

(116,000

)

 

$

2.14

 

 

 

 

 

 

 

 

 

Forfeited, cancelled, or expired

 

(244,000

)  

  

$

3.71

  

  

 

 

 

  

 

 

 

Options outstanding at March 31, 2014

 

4,394,000

  

  

$

3.50

  

  

 

3.62

  

  

717,000

  

Options exercisable at March 31, 2014

 

2,666 ,000

  

  

$

3.50

  

  

 

2.91

  

  

678,000

  

Vested options expired during the quarter ended March 31, 2014

 

85,000  

  

  

$

5.13  

  

  

 

 

 

  

 

 

 

(1) The intrinsic value calculation does not include negative values. This can occur when the fair market value on the reporting date is less than the exercise price of the grant.

Cash proceeds along with fair value disclosures related to grants, exercises, and vesting options are provided in the following table (in thousands, except per share amounts):

 

 

Three Months Ended
March 31,

 

 

2014

 

  

2013

 

Proceeds from stock options exercised

$

248

  

  

$

76

  

Tax benefit related to stock options exercised (1)

 

N/A

  

  

 

N/A

  

Intrinsic value of stock options exercised (2)

$

82

  

  

$

23

  

Weighted-average fair value of options granted during period

$

1.86

  

  

$

1.84

  

Total fair value of shares vested during the period

$

346

  

  

$

314

  

(1) Excess tax benefits received related to stock option exercises are presented as financing cash inflows. The Company currently does not receive a tax benefit related to the exercise of stock options due to the Company’s net operating losses.

(2) The intrinsic value of stock options exercised is the amount by which the market price of the stock on the date of exercise exceeded the market price of the stock on the date of grant.

Warrants

The Company issues warrants to acquire shares of its common stock underlying such warrants as approved by its Board of Directors (the “Board”).

No warrants were exercised during the three months ended March 31, 2014. Warrants issued in connection with the lines of credit with Comerica Bank were exercised during the three months ended March 31, 2013. See Note 8 – Lines of Credit and Other Borrowings for further discussion.

Net Loss Per Share – Basic and Diluted

Basic net loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. In computing diluted net loss per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities.

Outstanding stock options and warrants to purchase 5,998,000 shares were not included in the computation of diluted loss per share for the three months ended March 31, 2014 as a result of their anti-dilutive effect. For the same 2013 period, anti-dilutive outstanding stock options and warrants to purchase 5,060,000 shares were not included in the computation of diluted loss per share.

Stock Dividends

In February 2014, the Board announced a 2% annual stock dividend policy for 2014, payable in quarterly installments, and declared a one-half percent stock dividend payable March 28, 2014, to stockholders of record on March 14, 2014.

Stock dividends are discussed quarterly by the Board and management. The actual declaration of future stock dividends and the establishment of the record and payment dates are subject to final determination by the Board after its review of the Company’s financial performance, the expected results of future operations, availability of shares, and other factors that the Board may deem relevant. The Company’s dividend policy may be changed at any time by the Board, and there is no assurance, with respect to the amount or frequency, that any stock dividend will be declared in the future.