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
6 Months Ended
Jun. 30, 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 June 30, 2014, 2,967,000 shares of common stock have been issued pursuant to options that were exercised, 3,894,000 shares of common stock have been reserved for options that are outstanding, and 890,000 shares of common stock remain available for future grant.

Compensation cost related to stock options recognized in operating results totaled approximately $276,000 and $380,000 for the three months ended June 30, 2014 and 2013, respectively; and $586,000 and $748,000 for the six months ended June 30, 2014 and 2013, respectively. The net impact to earnings for those periods was $(0.01) and $(0.01) per basic and diluted share, respectively, and $(0.02) and $(0.02) per basic and diluted share, respectively. At June 30, 2014, the Company had approximately $1.7 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 1.4 years.

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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Cost of revenue

$

41

 

 

$

74

 

 

$

87

 

 

$

154

 

Sales and marketing

 

112

 

 

 

150

 

 

 

237

 

 

 

289

 

General and administrative

 

101

 

 

 

119

 

 

 

216

 

 

 

234

 

Engineering and development

 

22

 

 

 

37

 

 

 

46

 

 

 

71

 

 

$

276

 

 

$

380

 

 

$

586

 

 

$

748

 

 

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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Expected term

4.20 years

 

 

3.60 years

 

 

3.75 years

 

 

3.65 years

 

Volatility

 

96.50

%

 

 

75.00

%

 

 

97.91

%

 

 

85.00

%

Annual dividend per share

$

 

 

$

 

 

$

 

 

$

 

Risk-free interest rate

 

1.69

%

 

 

0.98

%

 

 

1.66

%

 

 

0.88

%

 

A summary of option activity under the Company’s stock option plan for the six months ended June 30, 2014 is as follows:

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

Remaining

 

 

Aggregate

 

 

 

 

 

 

Average

 

 

Contractual

 

 

Intrinsic

 

 

Shares

 

 

Exercise Price

 

 

Term (Years)

 

 

Value(1)

 

Options outstanding at December 31, 2013

 

4,441,000

 

 

$

3.51

 

 

 

3.83

 

 

$

1,574,000

 

Granted at fair market value

 

47,000

 

 

$

2.50

 

 

 

 

 

 

 

 

 

Granted at above fair market value

 

369,000

 

 

$

3.05

 

 

 

 

 

 

 

 

 

Exercised

 

(126,000

)

 

$

2.03

 

 

 

 

 

 

 

 

 

Forfeited, cancelled, or expired

 

(837,000

)

 

$

4.35

 

 

 

 

 

 

 

 

 

Options outstanding at June 30, 2014

 

3,894,000

 

 

$

3.32

 

 

 

3.37

 

 

$

433,000

 

Options exercisable at June 30, 2014

 

2,556,000

 

 

$

3.23

 

 

 

2.71

 

 

$

410,000

 

Vested options expired during the quarter

   ended June 30, 2014

 

245,000

 

 

$

6.45

 

 

 

 

 

 

 

 

 

  

(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

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Proceeds from stock options exercised

$

8

 

 

$

621

 

 

$

255

 

 

$

697

 

Tax benefit related to stock options

   exercised (1)

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

Intrinsic value of stock options exercised (2)

$

12

 

 

$

830

 

 

$

95

 

 

$

853

 

Weighted-average fair value of options granted

   during period

$

1.32

 

 

$

4.27

 

 

$

1.73

 

 

$

4.00

 

Total fair value of shares vested during

   the period

$

302

 

 

$

404

 

 

$

648

 

 

$

718

 

  

(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”).

A summary of warrant activity for the six months ended June 30, 2014 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Average

 

 

Shares

 

 

Exercise Price

 

Warrants outstanding at December 31, 2013

 

1,598,000

 

 

$

5.66

 

Granted

 

-

 

 

 

 

 

Exercised

 

-

 

 

 

 

 

Forfeited, cancelled, or expired

 

(550,000

)

 

$

5.77

 

Warrants outstanding at June 30, 2014

 

1,048,000

 

 

$

5.60

 

Warrants exercisable at June 30, 2014

 

828,000

 

 

$

6.00

 

Vested warrants expired during the quarter

   ended June 30, 2014

 

550,000

 

 

$

5.77

 

 

Subsequent to June 30, 2014, the Company terminated a performance-based warrant. See Note 13 – Subsequent Events for further discussion.

Warrants issued in connection with the lines of credit with Comerica Bank were exercised during the six months ended June 30, 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 4,942,000 shares were not included in the computation of diluted loss per share for the three and six months ended June 30, 2014 as a result of their anti-dilutive effect. For the same 2013 periods, anti-dilutive outstanding stock options and warrants to purchase 5,046,000 shares were not included in the computation of diluted loss per share.

Stock Dividend

In February 2014, the Board declared a one-half percent stock dividend payable March 28, 2014, to stockholders of record on March 14, 2014. There is no assurance, with respect to the amount or frequency, that any stock dividend will be declared in the future.