Quarterly report pursuant to Section 13 or 15(d)

STOCK-BASED COMPENSATION

v3.5.0.2
STOCK-BASED COMPENSATION
9 Months Ended
Sep. 30, 2016
Notes to Financial Statements  
NOTE D - STOCK-BASED COMPENSATION

Restricted Stock Units

 

During the three month period ended September 30, 2016, the Company granted, under the Company's 2013 Stock Incentive Plan, 750,000 restricted stock units (RSUs) to its Chairman and Chief Executive Officer in accordance with his new employment agreement (see Note J[1]).  The 750,000 RSUs vest in three tranches, as follows: (i) 250,000 RSUs vest on July 14, 2018, subject to the Chairman and Chief Executive Officer's continued employment by the Company through the vesting date (the "Employment Condition"); (ii) 250,000 RSUs vest at any time beginning July 14, 2018 through July 14, 2021 in equal annual installments for the remaining term of employment, subject to (1) the Employment Condition being satisfied through each such annual vesting date and (2) the Company's common stock achieving a closing price (for 20 consecutive trading days) of a minimum of $3.25 per share (subject to adjustment for stock splits) at any time during the term of employment; and (iii) 250,000 RSUs shall vest at any time beginning July 14, 2018 through July 14, 2021 in equal annual installments for the remaining term of employment subject to (1) the Employment Condition being satisfied through each such annual vesting date and (2) the Company's common stock achieving a closing price (for 20 consecutive trading days) of a minimum of $4.25 per share (subject to adjustment for stock splits) at any time during the term of employment.  Notwithstanding the aforementioned, in the event of a Change of Control (as defined), a Termination Other Than for Cause (as defined), or a termination of employment by Mr. Horowitz for Good Reason (as defined), all of the 750,000 RSUs issued to the Company's Chairman and Chief Executive Officer shall accelerate and become immediately fully vested.

 

During the nine month period ended September 30, 2016, the Company granted 15,000 RSUs to each of its three non-management directors.  Such RSUs issued to the non-management directors vested 7,500 RSUs on June 9, 2016 (the date of grant), 3,750 RSUs on September 9, 2016 and will vest 3,750 RSUs on December 9, 2016 (subject to continued service as a member of the Board of Directors).  During the nine month period ended September 30, 2016, the Company granted 50,000 RSUs to each of its Chief Financial Officer and Executive Vice President, and 40,000 RSUs to a consultant to the Company.  Each of such RSUs vest 50% on the one year anniversary of grant (June 9, 2017) and 50% on the two year anniversary of grant (June 9, 2018).  All of the Company's issued RSUs have dividend equivalent rights.

 

A summary of RSU activity for the nine months ended September 30, 2016 is as follows (each RSU represents the right to receive one share of the Company's common stock):

 

    Number of Shares     Weighted-Average Grant Date Fair Value  
                 
Balance of restricted stock units outstanding at December 31, 2015            
Issuance of restricted stock units     935,000     $ 2.30  
Vested restricted stock units     (33,750 )   $ (2.47 )
Balance of unvested restricted stock units at September 30, 2016     901,250     $ 2.14  

 

Restricted stock unit compensation expense was $189,000 and $221,000 for the three and nine months ended September 30, 2016, respectively.  There was no restricted stock unit compensation expense for the three and nine month period ended September 30, 2015.

 

The Company has an aggregate of $1,932,000 of unrecognized RSU compensation expense as of September 30, 2016 to be expensed over a weighted average period of 2.8 years.

 

Stock Options

 

During the nine month period ended September 30, 2016, the Company's Chief Financial Officer and Executive Vice President exercised stock options to purchase 100,000 shares of the Company's common stock, at an exercise price of $1.59 per share, and 240,000 shares of common stock, at an exercise price of $1.60 per share, respectively.  The options were exercised on a partial cashless (net exercise) basis by delivery to the Company of an aggregate of 249,820 shares of the Company's common stock (Chief Financial Officer – 50,857 shares and Executive Vice President - 198,963 shares) and $60,000.  In addition, an aggregate of 22,655 shares (Chief Financial Officer – 5,563 shares and Executive Vice President – 17,092 shares) were delivered to fund payroll withholding taxes on exercise, resulting in net shares of 43,580 and 23,945 issued to the Chief Financial Officer and Executive Vice President, respectively, with respect to such option exercises.  During the nine month period ended September 30, 2016, a consultant to the Company exercised a stock option to purchase 90,000 shares of the Company's common stock, at an exercise price of $1.60 per share.  Such option was exercised on a cashless (net exercise) basis by delivery to the Company of 72,727 shares of common stock resulting in 17,273 net shares issued to the consultant with respect to such option exercise.

 

During the nine month period ended September 30, 2015, the Company granted 5-year stock options as an annual grant to each of its three non-management directors to purchase 35,000 shares of its common stock at an exercise price of $2.34 per share.  Such options vest over a one-year period in four equal quarterly amounts which began on April 22, 2015, subject to continued service on the Board.

 

During the nine month period ended September 30, 2015, the Company's Executive Vice President exercised a stock option to purchase 150,000 shares of the Company's common stock at an exercise price of $0.90 per share.  The option was exercised on a cashless (net exercise) basis by delivery to the Company of 60,000 shares of common stock resulting in 90,000 net shares issued to the Company's Executive Vice President with respect to such option exercise.  In addition, during the nine month period ended September 30, 2015, a consultant to the Company exercised a stock option to purchase 50,000 shares of the Company's common stock at an exercise price of $0.90 per share.  The option was exercised on a cashless (net exercise) basis by delivery to the Company of 19,651 shares of common stock resulting in 30,349 net shares issued to the consultant with respect to such option exercise.

 

The fair value of each option grant on the date of grant is estimated using the Black-Scholes option-pricing model.  On the date of grant, the following weighted average assumptions were utilized for options granted during the nine months ended September 30, 2015 (no stock options were granted during the nine month period ended September 30, 2016):

 

    Nine Months
Ended September 30, 2015

Risk-free interest rates

Expected option life in years

Expected stock price volatility

Expected dividend yield

 

1.39%

5 years

30.24%

-0-

 

The following table presents information relating to all stock options outstanding and exercisable at September 30, 2016:

 

            Weighted        
        Weighted   Average       Weighted
Range of       Average   Remaining       Average
Exercise   Options   Exercise   Life in   Options   Exercise
    Price       Outstanding       Price           Years       Exercisable       Price    
                     
$0.83 - $2.34   2,410,000   $1.29   2.90   2,410,000   $1.29

 

The Company recorded stock-based compensation related to stock option grants of $0 and $69,000 for the three months ended September 30, 2016 and September 30, 2015, respectively.

 

The Company recorded stock based compensation related to stock option grants of $12,000 and $243,000 for the nine months ended September 30, 2016 and September 30, 2015, respectively.  The Company had no unrecognized stock-based compensation cost as of September 30, 2016.  The aggregate intrinsic value of options exercisable at September 30, 2016 was $3,482,000.

 

Warrants

 

As of September 30, 2016, the following are the outstanding warrants to purchase shares of the Company's common stock:

 

  Number of   Exercise    
  Warrants   Price   Expiration Date
           
  250,000   $2.10   May 21, 2018
  250,000   $1.40   May 21, 2018
  125,000   $2.10    July 26, 2018
  125,000   $1.40    July 26, 2018
Total       750,000        

 

 

All of the aforementioned warrants were issued to Recognition Interface, LLC in connection with the Company's acquisition of the Mirror Worlds Patent Portfolio (see Note I[2]).