Quarterly report pursuant to Section 13 or 15(d)

8. Stock-Based Compensation

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8. Stock-Based Compensation
6 Months Ended
Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]  
8. Stock-Based Compensation

On June 1, 2015, the Board of Directors of the Company approved an increase of 250,000 shares authorized for issuance under the 2006 Stock Plan as of April 1, 2015, and an increase of 2,256,762 shares authorized for issuance under the 2011 Stock Plan as of April 1, 2015.

 

The Company’s Compensation Committee approved a short-term performance based bonus program for fiscal 2016 with predetermined objectives related to revenue and expense targets. In the event the fiscal 2016 objectives are met, eighty-percent of the options will vest on June 30, 2016. The remaining twenty-percent of the stock options will vest at the discretion of the Company’s Compensation Committee on June 30, 2016. In the event the objectives are not met the stock options will expire unvested. On August 21, 2015, certain executives and senior managers were granted an aggregate of 377,500 stock options in connection with this program. The stock options have an exercise price of $1.16 and if they vest will expire ten years from the date of grant.

 

The Company approved a long-term market-based stock option bonus program for senior managers. Vesting of the stock options granted as part of this program is contingent upon the achievement of four separate target stock prices. The market-based options vest based on the 30 trading day trailing average of the stock price of the Company’s common stock with options vesting in 25% increments at each of the target stock prices. On the last day of each quarter, the chief executive officer and/or chief financial officer will determine if any of the target stock prices have been met by evaluating the period between the quarter end date and the grant date of the option. In the event that a target stock price has been met, the senior manager will be notified that such options have vested. At the end of 5 years from the date of the grant, if the stock target prices have not been met, then the unvested portion of the option will expire. On August 21, 2015, certain executives and senior managers were granted an aggregate of 118,750 stock options in connection with this program. The stock options have an exercise price of $1.16 and if they vest will expire ten years from the date of grant. It was determined by the Company that achievement of the performance conditions by each employee is probable.

 

The Company issues service, performance and market-based stock options to employees and non-employees. The Company estimates the fair value of service and performance stock option awards using the Black-Scholes option pricing model. The Company estimates the fair value of market-based stock option awards using a Monte-Carlo simulation. Compensation expense for stock option awards is amortized on a straight-line basis over the awards’ vesting period. Compensation expense includes the impact of an estimate for forfeitures for all stock options.

 

The Company estimates forfeitures based on historical experience and reduces compensation expense accordingly. The estimated forfeiture rates used during the six months ended September 30, 2014 ranged from 0.27% to 0.37%. The estimated forfeiture rates used during the six months ended September 30, 2015 ranged from 1.18% to 1.81%.

 

The expected term of stock option awards represents the average period the stock options are expected to remain outstanding. The expected term for service and performance awards is based on the expected term calculated using the approach prescribed by the SEC’s Staff Accounting Bulletin No. 110 for “plain vanilla” options. The expected term for market-based stock option awards is based on the expected term calculated using a Monte-Carlo simulation. The expected stock price volatility for the Company’s stock options was determined by using an average of the historical volatilities of the Company and its industry peers for non-employee grants and was determined by using the historical volatilities of the Company for employee options. The Company will continue to analyze the stock price volatility and expected term assumptions as more data for the Company’s common stock and exercise patterns become available. The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.

 

The fair value of service and performance stock options granted was calculated using the Black-Scholes option-pricing model and the fair value of market-based stock options was calculated using a Monte-Carlo simulation. The Company fair values were calculated using the following weighted-average assumptions:

 

   

Three Months

Ended

September 30,

   

Six Months

Ended

September 30,

 
    2015     2014     2015     2014  
Expected life   5.95 years     8.90 years     6.32 years     5.89 years  
Risk-free interest rate     1.62%       2.32%       1.66%       1.42%  
Dividend yield     0.00%       0.00%       0.00%       0.00%  
Volatility     89%       98%       89%       86%  
Fair value of options granted   $ 0.85     $ 2.39     $ 0.88     $ 2.10  

 

Stock-based compensation expense is as follows:

 

    Three Months     Six Months  
    Ended     Ended  
    September 30,     September 30,  
    2015     2014     2015     2014  
Cost of service revenue   $ 62,000     $ 59,000     $ 117,000     $ 123,000  
Research and development     88,000       82,000       161,000       178,000  
Selling, general and administrative     342,000       315,000       626,000       606,000  
Total stock-based compensation   $ 492,000     $ 456,000     $ 904,000     $ 907,000  

 

A summary of all option activity as of September 30, 2015 and changes during the six months then ended is presented below:

 

    Number of
Shares
    Weighted-
Average
Exercise Price
    Weighted-
Average
Contractual Term
    Aggregate
Intrinsic
Value
 
Outstanding at April 1, 2015     2,877,000     $ 6.96                  
Options granted     1,167,000       1.18                  
Options exercised                            
Options forfeited     (50,000 )     (3.37 )                
Options expired     (293,000 )     (12.04 )                
Outstanding at September 30, 2015     3,701,000     $ 4.78       8.29     $ 157,000  
Exercisable at September 30, 2015     1,687,000     $ 7.75       7.13     $ 29,000  
Options available for grant as of September 30, 2015     3,125,000                          

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of the Company’s common stock ($1.29) for stock options.

 

At September 30, 2015, there were unrecognized compensation costs of $2,813,000 related to stock options which is expected to be recognized over a weighted-average amortization period of 1.62 years.

 

The Company did not capitalize any cost associated with stock-based compensation.

 

The Company issues new shares of common stock upon exercise of stock options.

 

No income tax benefit has been recognized relating to stock-based compensation expense and no tax benefits have been realized from exercised stock options.