Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

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Stock-Based Compensation
 9 Months Ended
Sep. 30, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation
Stock-Based Compensation

At September 30, 2013, we have instruments outstanding under two stock-based compensation plans; the 1996 Stock Incentive Plan (the 1996 Plan) and the Fourth Amended and Restated 2002 Stock Incentive Plan (the 2002 Plan). Currently, under the 2002 Plan, we may grant incentive stock options, nonqualified stock options, and restricted stock awards to full-time employees and directors, and nonqualified stock options and restricted stock awards may be granted to our consultants and agents. Total shares authorized under each plan are 1.5 million shares and 12 million shares, respectively. Although instruments are still outstanding under the 1996 Plan, the plan has expired and no new grants may be made from it. Under both plans, the exercise price of each option is greater than or equal to the closing market price of our common stock on the date of the grant.

Stock options granted under the 1996 Plan and the 2002 Plan generally vest on an annual basis over one to four years. Outstanding stock options under the plans, if not exercised, generally expire ten years from their date of grant or up to 90 days following the date of an optionee’s separation from employment with the Company. We issue new shares of our common stock upon exercise of stock options.

Stock-based payments to employees and directors, including grants of stock options, are recognized in the consolidated statement of operations based on their estimated fair values. The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatilities are based on the Company’s historical volatility, which management believes represents the most accurate basis for estimating expected future volatility under the current circumstances. Navidea uses historical data to estimate forfeiture rates. The expected term of stock options granted is based on the vesting period and the contractual life of the options. The risk-free rate is based on the U.S. Treasury yield in effect at the time of the grant. Compensation cost arising from stock-based awards is recognized as expense over either (1) the requisite service period or (2) the estimated performance period.

Restricted stock awards are valued based on the closing stock price on the date of grant and amortized ratably over the estimated life of the award. Restricted stock may vest based on the passage of time, or upon occurrence of a specific event or achievement of goals as defined in the grant agreements. In such cases, we record compensation expense related to grants of restricted stock based on management’s estimates of the probable dates of the vesting events.

For the three-month periods ended September 30, 2013 and 2012, our total stock-based compensation expense was approximately $772,000 and $588,000, respectively. For the nine-month periods ended September 30, 2013 and 2012, our total stock-based compensation expense was approximately $2.2 million and $1.7 million, respectively. We have not recorded any income tax benefit related to stock-based compensation in either the three-month or nine-month periods ended September 30, 2013 and 2012.

A summary of the status of our stock options as of September 30, 2013, and changes during the nine-month period then ended, is presented below:
 
Nine Months Ended September 30, 2013
 
Number of
Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Life
 
Aggregate
Intrinsic
Value
Outstanding at beginning of period
3,412,777

 
$
2.01

 
 
 
 
Granted
1,705,725

 
3.06

 
 
 
 
Exercised
(60,000
)
 
0.84

 
 
 
 
Canceled and Forfeited
(105,150
)
 
2.97

 
 
 
 
Expired
(30,000
)
 
0.19

 
 
 
 
Outstanding at end of period
4,923,352

 
$
2.36

 
7.3 years
 
$
2,976,564

 
 
 
 
 
 
 
 
Exercisable at end of period
2,128,540

 
$
1.49

 
5.1 years
 
$
2,796,288



Following a review undertaken by the Company’s Board of Directors and senior management in June 2013, the Company determined that the Board had inadvertently granted stock awards in February 2012 to the Company’s Chief Executive Officer, Mark J. Pykett, in excess of the amount then authorized under the 2002 Plan. Consequently, the Board canceled options to purchase 50,000 shares of the Company’s common stock issued to Dr. Pykett (the amount by which the grants to Dr. Pykett in February 2012 exceeded the 2002 Plan’s share limitation), and Dr. Pykett agreed to the cancellation.

A summary of the status of our unvested restricted stock as of September 30, 2013, and changes during the nine-month period then ended, is presented below:
 
Nine Months Ended September 30, 2013
 
Number of
Shares
 
Weighted
Average
Grant-Date
Fair Value
Unvested at beginning of period
1,335,000

 
$
2.28

Granted
61,250

 
2.91

Vested
(745,000
)
 
1.86

Forfeited
(29,250
)
 
4.23

Expired
—

 
—

Unvested at end of period
622,000

 
$
2.75



In February 2013, 100,000 shares of restricted stock with an aggregate fair value of $308,000 vested as scheduled according to the terms of a restricted stock agreement. In March 2013, the Company received FDA approval to market Lymphoseek®. As a result of the Lymphoseek approval, 560,000 shares of restricted stock vested with an aggregate fair value of $1.8 million.

In April 2013, 85,000 shares of restricted stock held by non-employee directors with an aggregate fair value of $224,000 vested as scheduled according to the terms of the restricted stock agreements. In July 2013, 29,250 shares of restricted stock with an aggregate fair value of $48,000 were forfeited as a result of a non-employee director departing from the board.

As of September 30, 2013, there was approximately $2.8 million of total unrecognized compensation expense related to unvested stock-based awards, which we expect to recognize over remaining weighted average vesting terms of 2.0 years.