Qumu Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

Stock-Based Compensation

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

The Company issues shares pursuant to the 2007 Stock Incentive Plan (the “2007 Plan”) which provides for the grant of stock incentive awards in the form of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units and other awards in stock and/or cash to certain key employees, non-employee directors and service providers. The exercise price of stock options granted under the 2007 Plan is equal to the market value on the date of grant. As of December 31, 2015, 2,230,320 shares are authorized under the 2007 Plan of which 337,456 were available for future grant.

In addition to awards granted under the 2007 Plan, the Company granted non-qualified options to purchase 200,000, 100,000, 50,000 and 130,000 shares of its common stock to newly hired senior management level employees on April 1, 2009, November 26, 2012, January 7, 2013 and May 18, 2015, respectively, all of which were outstanding as of December 31, 2015. The options in all cases were granted outside of any shareholder-approved plan as inducements to accept employment with the Company. The options have an exercise price equal to the closing price of the Company’s common stock as reported by the Nasdaq Stock Market on the date of grant, vest in four equal installments on each of the first four anniversaries of the date of grant and have terms of seven years. In other respects, the options were structured to mirror the terms of the options granted under the 2007 Plan and are subject to stock option agreements between the Company and the employees.

The Company recognized the following amounts related to the Company’s share-based payment arrangements (in thousands):



	Year Ended December 31,
	2015		2014		2013
Stock-based compensation cost charged against loss, before income tax benefit
Stock options	$	686	$	812	$	928
Restricted stock and restricted stock units	1,148		1,029		507
Total expense included in continuing operations	$	1,834	$	1,841	$	1,435
Stock-based compensation cost included in:
Cost of revenues	$	159	$	55	$	25
Operating expenses	1,675		1,786		1,410
Total expense included in continuing operations	$	1,834	$	1,841	$	1,435

As of December 31, 2015, total stock option compensation expense of $1.7 million and $1.7 million was not yet recognized related to non-vested option awards and related to non-vested shares and share unit awards, respectively, and is expected to be recognized over a weighted average period of 2.9 years and 2.6 years, respectively.

In addition to the stock-based compensation costs recognized in continuing operations related to the Company’s share-based payment arrangements, stock-based compensation costs of $198,000 and $343,000 are included in discontinued operations for the years ended December 31, 2014 and 2013, respectively.

Stock Options

The fair value of each option award is estimated at the date of grant using the Black-Scholes option pricing model. The assumptions used to determine the fair value of stock option awards granted were as follows:



	Year Ended December 31,
	2015	2014	2013
Expected life of options in years	4.75	4.75	2.00 - 4.75
Risk-free interest rate	1.3% - 1.6%	1.4% - 1.6%	0.3% - 1.3%
Expected volatility	34.5% - 53.2%	33.1% - 34.5%	31.5% - 43.7%
Expected dividend yield	0.0%	0.0%	0.0%

The Company reviews these assumptions at the time of each new option award and adjusts them as necessary to ensure proper option valuation. The expected life represents the period that the stock option awards are expected to be outstanding. Effective April 2008, the Company’s Board of Directors approved a change in the contractual term of stock options granted to employees from ten to seven years. Given the reduction in the contractual term of its employee stock option awards, the Company determined it was unable to rely on its historical exercise data as a basis for estimating the expected life of stock options granted to employees subsequent to this change. As such, the Company used the “simplified” method for determining the expected life of stock options granted to employees in 2015, 2014 and 2013, which bases the expected life calculation on the average of the vesting term and the contractual term of the awards. The risk-free interest rate is based on the yield of constant maturity U.S. treasury bonds with a remaining term equal to the expected life of the awards. The Company estimated the stock price volatility using weekly price observations over the most recent historical period equal to the expected life of the awards.

A summary of share option activity is presented in the table below (in thousands, except per share data):



	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value⁽¹⁾
Options outstanding at December 31, 2012	1,925		$	13.81
Granted	389		11.78
Exercised	(1	)	9.26
Canceled	(565	)	15.10
Options outstanding at December 31, 2013	1,748		12.95
Granted	133		14.58
Exercised	(86	)	12.28
Canceled	(160	)	15.75
Options outstanding at December 31, 2014	1,635		12.84
Granted	617		4.73
Exercised	(20	)	7.27
Canceled	(419	)	13.45
Options outstanding at December 31, 2015	1,813		10.00		4.0	$	—
Total vested and expected to vest as of December 31, 2015
Options exercisable as of:
December 31, 2013	881		$	15.55
December 31, 2014	1,003		14.15
December 31, 2015	969		13.09		2.1	$	—

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⁽¹⁾	Aggregate intrinsic value includes only those options with intrinsic value (options where the exercise price is below the market value).

Other information pertaining to options is as follows (in thousands, except per share data):



	Year Ended December 31,
	2015		2014		2013
Fair value of options granted	$	1,119	$	612	$	1,382
Per share weighted average fair value of options granted	$	1.81	$	4.60	$	3.55
Total intrinsic value of stock options exercised	$	131	$	242	$	2

The aggregate impact of the exercise of stock options, expirations of vested stock options and lapse of restrictions on restricted stock generated a net tax impact of $7,000, $6,000 and $13,000 in 2015, 2014 and 2013 respectively, recorded as a reduction in additional paid-in capital.

Restricted Stock and Restrict Stock Units

Restricted stock and restricted stock units are valued based on the market value of the Company’s shares on the date of grant, which was equal to the intrinsic value of the shares on that date. These awards vest and the restrictions lapse over varying periods from the date of grant. The Company recognizes compensation expense for the intrinsic value of the restricted awards ratably over the vesting period.

A summary of restricted stock and restricted stock units activity is presented in the table below (in thousands, except per share data):



	Number of Shares		Weighted Average Grant-Date Fair Value
Nonvested at December 31, 2012	150		$	11.21
Granted	55		10.14
Vested	(66	)	10.72
Canceled	(21	)	11.46
Nonvested at December 31, 2013	118		10.94
Granted	184		14.92
Vested	(76	)	10.35
Canceled	(12	)	10.63
Nonvested at December 31, 2014	214		14.59
Granted	129		9.96
Vested	(92	)	14.52
Canceled	(76	)	12.64
Nonvested at December 31, 2015	175		$	12.05

Other information pertaining to restricted stock and restricted stock units is as follows (in thousands, except per share data):



	Year Ended December 31,
	2015		2014		2013
Per share weighted average grant-date fair value of restricted stock and restricted stock units granted	$	9.96	$	14.92	$	10.14
Total fair value of restricted stock and restricted stock units vested	$	667	$	1,076	$	593