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Note 10 - Employee Benefit Plans
12 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Compensation and Employee Benefit Plans [Text Block]
10. EMPLOYEE BENEFIT PLANS
 
The Company records stock-based compensation expense for all stock-based payment awards made to our employees and directors. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period which in most cases is the vesting period.
 
EQUITY COMPENSATION PLANS
 
The Company has two active equity compensation plans under which equity securities are authorized for issuance to employees and/or directors and two plans (the 2005 Plan and 2005 ESPP Plan, described below) which have been terminated:
 
The 2015 Long-Term Incentive and Share Award Plan (2015 Plan, collectively with the 2005 Plan, the Plans);
The Amended and Restated (as of March 30, 2013) 2005 Long Term Incentive and Share Award Plan (terminated April 6, 2015) (2005 Plan);
The 2016 Employee Stock Purchase Plan (2016 ESP Plan, collectively with the 1995 ESP Plan, the ESP Plan); and
The 1995 Employee Stock Purchase Plan (terminated December 31, 2015) (1995 ESP Plan).
 
Employees and outside directors have been granted restricted stock units and options to purchase shares of common stock under the Plans. An aggregate 10,000 and 24,850 shares of common stock were reserved for issuance under the 2015 Plan and 2005 Plan, respectively. The Plans provide for the granting of stock options, stock appreciation rights, restricted stock units and other share based awards to eligible employees and directors, as defined in the Plans. Option grants have terms of 10 years and become exercisable in varying amounts over periods of up to three years. To date, no stock appreciation rights have been granted under the Plans.
 
The Company adopted the ESP Plan under Section 423 of the Internal Revenue Code. All full-time employees of ANADIGICS, Inc. and part-time employees, as defined in the ESP Plan, are eligible to participate in the ESP Plan. An aggregate of 5,000 shares and 6,694 shares of common stock were reserved for offering under the 2016 ESP Plan and 1995 ESP Plan, respectively. Offerings are made at the commencement of each calendar year and must be purchased by the end of that calendar year. Pursuant to the terms of the 1995 ESP Plan, shares purchased and the applicable per share price were 140 ($0.53), 158 ($0.66) and 271 ($1.64) for the years ended December 31, 2015, 2014 and 2013, respectively.
 
Stock-based compensation expense arises from the amortization of restricted stock units, unamortized stock option grants and from the ESP Plan. The Company uses the straight-line basis in calculating stock-based compensation expense.
 
The table below summarizes stock-based compensation by source and by financial statement line item:
 
   
For years ended December 31,
 
   
2015
   
2014
   
2013
 
Amortization of restricted stock units
  $ 3,148     $ 4,528     $ 6,239  
Amortization of ESP Plan
    54       44       149  
Amortization of stock option awards
    6       100       128  
Total stock-based compensation
  $ 3,208     $ 4,672     $ 6,516  
                         
By Financial Statement line item
                       
Cost of sales
  $ 668     $ 861     $ 1,041  
Research and development expenses
    1,339       1,744       2,118  
Selling and administrative expenses
    1,201       2,067       3,428  
Restructuring charges
    -       -       (71 )
 
No tax benefits have been recorded due to the Company’s full valuation allowance position.
 
RESTRICTED STOCK UNITS
 
Under the Plans, the Company grants restricted stock units to its employees. The value of restricted stock units are fixed upon the date of grant and amortized over the related vesting period, primarily ranging up to three years. Restricted stock units are subject to forfeiture if employment terminates prior to vesting. The Company estimates that approximately 2.5% of its restricted stock units and stock option awards are forfeited annually (exclusive of performance-based restricted stock units and performance-based option shares, as described below). Restricted stock units do not carry voting, forfeitable dividend rights, and cannot be traded or transferred prior to vesting. Grant, vest and forfeit activity and related weighted average (WA) price per share for restricted stock units and for stock options during the period from January 1, 2013 to December 31, 2015 is presented in tabular form below:
 
.    
Restricted Stock Units
   
Stock Options
 
     
Time-based
   
Performance-based
   
Time-based
 
     
Units
   
WA price/
unit
   
Units
   
WA price/
unit
   
Issuable
upon
exercise
   
WA
exercise
price
 
                                                   
Outstanding at January 1
, 201
5
 
 
 
2,790
 
 
$
1.58
 
 
 
314
 
 
$
1.87
 
 
 
1,219
 
 
$
4.82
 
Granted
      2,523       1.02       264       1.05       19       0.76  
Shares vested/options exercised
      (2,743 )     1.36       (37 )     1.99       -       -  
Forfeited/expired
      (300 )     1.38       (154 )     1.68       (291 )     5.53  
Balance at December 31, 201
5
 
 
 
2,270
 
 
$
1.24
 
 
 
387
 
 
$
1.38
 
 
 
947
 
 
$
4.52
 
 
As of December 31, 2015, the weighted average remaining contractual life of outstanding and exercisable options was 3.3 and 3.1 years, respectively. As of December 31, 2015, the weighted average remaining vest period for outstanding restricted stock was 1.6 years.
 
Exercisable stock options and their related weighted average exercise prices were 926 ($4.60) as of December 31, 2015. The intrinsic value of exercised options during the years ended December 31, 2015, 2014 and 2013 were $0, $1, and $14, respectively.
The aggregate intrinsic value of outstanding and exercisable stock options as of December 31, 2015 was $3 and $0, respectively.
 
In February 2015, the Company awarded 264 restricted stock units to its officers and other key employees which have market performance-based vesting conditions contingent upon the Company’s relative shareholder returns measured against defined peer group companies. The market performance-based awards will be evaluated annually in one-third increments measuring Company shareholder returns during the one, two and three year periods following the award. Company performance within the top 75th percentile tier in a measurement period would result in maximum performance attainment, while performance below the 25th-percentile results in no vesting for that period. These market performance-based restricted stock units have an average fair value of $1.05 calculated using a Monte Carlo Simulation model on the date of grant. As of December 31, 2015, these market performance-based awards were evaluated for their year one performance period, with a 65% performance achievement. As a result, 31 units forfeited, 57 units are scheduled to vest March 2016, and the remaining 176 units pending their year two and year three performance evaluation.
 
The total fair value of restricted stock vested during the years ended December 31, 2015, 2014 and 2013 were $2,184, $3,171 and $3,052, respectively.
 
As of December 31, 2015, there was $1,698 of unrecognized compensation expense related to unvested stock options and unvested restricted stock awards.
 
Stock options outstanding at December 31, 2015 are summarized as follows:
 
Range of exercise prices
 
Outstanding
Options at
December 31,
2015
   
Weighted
average
remaining
contractual life
   
Weighted
average
exercise
price
   
Exercisable at
December 31,
2015
   
Weighted
average exercise
price
 
                                             
$0.22 - $1.93     369       3.3     $ 1.87       348     $ 1.93  
$2.00 - $3.24     258       5.5     $ 3.22       258     $ 3.22  
$3.65 - $8.79     58       3.3     $ 6.12       58     $ 6.12  
$8.84 - $18.98     262       0.9     $ 9.19       262     $ 9.19  
 
VALUATION FOR ESP PLAN AND STOCK OPTION AWARDS
 
The fair value of these equity awards was estimated at the date of grant using a Black-Scholes option pricing model. The weighted average assumptions and fair values for stock-based compensation grants used for the years ended December 31, 2015, 2014 and 2013 are summarized below.
 
   
Year ended December 31,
 
   
2015
   
2014
   
2013
 
Stock option awards:
                       
Risk-free interest rate
    1.3 %     1.7 %     0.8 %
Expected volatility
    63 %     58 %     72 %
Average expected term (in years)
    5       5       5  
Expected dividend yield
    0 %     0 %     0 %
Weighted average fair value of options granted
  $ 0.41     $ 0.97     $ 1.36  
                         
ESP Plan:
                       
Risk-free interest rate
    0.7 %     0.3 %     0.1 %
Expected volatility
    126 %     72 %     51 %
Average expected term
    1       1       1  
Expected dividend yield
    0 %     0 %     0 %
Weighted average fair value of purchase option
  $ 0.39     $ 0.28     $ 0.55  
                         
Restricted Stock Units:
                       
Weighted average grant date value, time-based
  $ 1.02     $ 1.48     $ 2.12  
Weighted average grant date value, performance-based
  $ 1.05     $ 1.84     $ 2.02  
 
The Company regularly assesses the assumptions used in its option valuation. For equity awards with an expected term of one year or less, the assumption for expected volatility is solely based on the Company’s historical volatility. For equity awards with expected terms of greater than one year, the Company used a combination of implied and historical volatility for options granted in the years ended December 31, 2015, 2014 and 2013. The expected term of the stock options is based on historical observations of employee exercise patterns combined with expectations of employee exercise behavior in the future giving consideration to the contractual terms of the stock-based awards. The risk free interest rate assumption has consistently been based on the yield at the time of grant of a U.S. Treasury security with an equivalent remaining term. The Company has never paid cash dividends and does not currently intend to pay cash dividends and has consistently assumed a 0% dividend yield.
 
The Company also sponsors an Employee Savings and Protection Plan under Section 401(k) of the Internal Revenue Code which is available to all full-time employees. Employees can make voluntary contributions up to limitations prescribed by the Internal Revenue Code. The Company previously matched 30% of employee contributions up to 10% of their gross pay; however, as a cost reduction during the second quarter of 2014, the Company discontinued matching 401(k) contributions. The Company recorded expense relating to plan contributions of $0, $220, and $829 for the years ended December 31, 2015, 2014 and 2013, respectively.