XML 38 R20.htm IDEA: XBRL DOCUMENT v3.10.0.1
Equity-Based Compensation
6 Months Ended
Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Equity-Based Compensation
EQUITY‑BASED COMPENSATION
We currently maintain three equity compensation plans; our Fourth Amended and Restated 2007 Equity Incentive Plan, as amended (the “2007 Plan”), the Lumara Health Inc. Amended and Restated 2013 Incentive Compensation Plan (the “Lumara Health 2013 Plan”) and our 2015 Employee Stock Purchase Plan (“2015 ESPP”). In June 2018 at our annual meeting of stockholders, our stockholders approved (a) an amendment to our 2007 Plan to, among other things, increase the number of shares of our common stock available for issuance thereunder by 1,043,000 shares and (b) an amendment to our 2015 ESPP to increase the maximum number of shares of our common stock that will be made available for sale thereunder by 500,000 shares. All outstanding stock options granted under each of our equity compensation plans other than our 2015 ESPP have an exercise price equal to the closing price of a share of our common stock on the grant date.
Stock Options
The following table summarizes stock option activity for the six months ended June 30, 2018:
 
2007 Equity
 
2013 Lumara
 
Inducement
 
 
 
Plan
 
Equity Plan
 
Grants
 
Total
Outstanding at December 31, 2017
2,590,373

 
125,536

 
815,450

 
3,531,359

Granted
669,212

 
35,400

 
62,393

 
767,005

Exercised
(71,631
)
 
(2,375
)
 

 
(74,006
)
Expired or terminated
(237,948
)
 
(19,061
)
 
(74,375
)
 
(331,384
)
Outstanding at June 30, 2018
2,950,006

 
139,500

 
803,468

 
3,892,974


Restricted Stock Units
The following table summarizes RSU activity for the six months ended June 30, 2018:
 
2007 Equity
 
2013 Lumara
 
Inducement
 
 
 
Plan
 
Equity Plan
 
Grants
 
Total
Outstanding at December 31, 2017
966,623

 
11,611

 
91,541

 
1,069,775

Granted
742,527

 
1,600

 
28,418

 
772,545

Vested
(319,367
)
 
(10,150
)
 
(16,265
)
 
(345,782
)
Expired or terminated
(81,093
)
 
(460
)
 

 
(81,553
)
Outstanding at June 30, 2018
1,308,690

 
2,601

 
103,694

 
1,414,985


In March 2018, we granted RSUs under our 2007 Plan to certain members of our senior management covering a maximum of 206,250 shares of common stock. These performance-based RSUs will vest, if at all, on March 1, 2021, based on our total shareholder return performance measured against the median total shareholder return of a defined group of companies over a three-year period. As of June 30, 2018, the maximum shares of common stock that may be issued under these awards is 206,250. The maximum aggregate total fair value of these RSUs is $3.8 million, which is being recognized as expense over a period of three years from the date of grant, net of any estimated and actual forfeitures.
Equity-Based Compensation Expense
Equity-based compensation expense for the three and six months ended June 30, 2018 and 2017 consisted of the following (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Cost of product sales
$
107

 
$
129

 
$
307

 
$
258

Research and development
608

 
1,095

 
1,328

 
1,851

Selling, general and administrative
4,077

 
3,781

 
7,948

 
7,626

Total equity-based compensation expense
4,792

 
5,005

 
9,583

 
9,735

Income tax effect
835

 
(1,529
)
 

 
(2,895
)
After-tax effect of equity-based compensation expense
$
5,627

 
$
3,476

 
$
9,583

 
$
6,840


 
We reduce the compensation expense being recognized to account for estimated forfeitures, which we estimate based primarily on historical experience, adjusted for unusual events such as corporate restructurings, which may result in higher than expected turnover and forfeitures. Under current accounting guidance, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We adopted ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting during the first quarter of 2017. We will continue to use the current method of estimated forfeitures each period rather than accounting for forfeitures as they occur.