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Stock-Based Compensation
6 Months Ended
Jun. 30, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

13.

Stock-Based Compensation

The following table summarizes the activity for all stock options under all of the Company’s equity incentive plans for the six months ended June 30, 2015 (shares in thousands):

 

 

 

 

 

 

 

Weighted

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

Average

 

 

 

Options

 

 

Exercise Price

 

 

Remaining

 

 

 

Outstanding

 

 

Outstanding

 

 

Contractual Life

 

Outstanding at December 31, 2014

 

 

11,408

 

 

$

4.42

 

 

$

8.2

 

Granted

 

 

2,863

 

 

 

9.17

 

 

 

 

 

Exercised

 

 

(854

)

 

 

2.79

 

 

 

 

 

Cancelled / forfeited

 

 

(783

)

 

 

5.00

 

 

 

 

 

Outstanding at June 30, 2015

 

 

12,634

 

 

$

5.57

 

 

$

7.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options vested and exercisable at

   June 30, 2015

 

 

5,414

 

 

 

3.63

 

 

$

6.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options vested and expected to vest  at

   June 30, 2015

 

 

10,480

 

 

 

5.31

 

 

$

8.1

 

 

There were 845,410 and 469,000 unvested exercisable shares as of June 30, 2015 and December 31, 2014, respectively, which are subject to a repurchase option held by the Company at the original exercise price. These exercisable but unvested shares have a vesting period of three years. There was no exercise of unvested options in the six months ended June 30, 2015 and 2014.

The weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2015 and 2014 were $4.78 and $2.68 per share, respectively. The total intrinsic value of the options exercised during the six months ended June 30, 2015 and 2014 was $5.2 million and $2.3 million, respectively. The intrinsic value is the difference of the current fair value of the stock and the exercise price of the stock option. The total fair value of options vested during the six months ended June 30, 2015 and 2014 was $5.5 million and $1.9 million, respectively.

The Company estimates the fair value of stock-based awards on their grant date using the Black-Scholes option-pricing model. The Company estimates the fair value using a single-option approach and amortizes the fair value on a straight-line basis for options expected to vest. All options are amortized over the requisite service periods of the awards, which are generally the vesting periods.

The Company estimated the fair value of stock options with the following assumptions:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2015

 

2014

 

2015

 

2014

Risk-free interest rate

 

1.55%-1.95%

 

1.77%-1.88%

 

1.55%-1.95%

 

1.68%-1.90%

Volatility

 

36.54%-39.63%

 

46.25%-46.30%

 

36.54%-39.63%

 

43.77%-46.68%

Expected term (in years)

 

5.87-6.23

 

5.92-6.08

 

5.87-6.23

 

5.34-6.08

Expected dividend yield

 

0.00%

 

0.00%

 

0.00%

 

0.00%

 

The expected term assumptions were determined based on the average vesting terms and contractual lives of the options. The risk-free interest rate is based on the rate for a U.S. Treasury zero-coupon issue with a term that approximates the expected life of the option grant. For stock options granted in the six months ended June 30, 2015 and 2014 the Company considered the volatility data of a group of publicly traded peer companies in its industry. Forfeiture rates are estimated using the Company’s expectations of forfeiture rates for the Company’s employees and are adjusted when estimates change. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts will be recorded as a cumulative adjustment in the period the estimates are revised. The Company considers many factors when estimating expected forfeitures, including historical forfeiture pattern, the types of awards and employee class. Actual results, and future changes in estimates, may differ substantially from management’s current estimates.

In 2014, the Company granted a total of 947,342 shares of RSUs that are subject to certain performance targets to a third party partner. The RSUs will vest upon the third party originating certain thresholds of expected megawatts in new systems for the period starting August 2014 and ending August 2017. In addition, these RSUs only vest upon the earlier of an initial public offering by the Company or January 1, 2017 and are subject to a clawback provision that requires the holder of the RSUs to either forfeit all the RSUs or pay the Company the grant date fair value for all RSUs that are not forfeited if the third party breaches the exclusivity provision of the parties’ commercial agreement. Additionally, 372,342 of these RSUs are also subject to an additional performance-based clawback provision that is based on the third party originating certain additional thresholds of expected megawatts in new systems from April 2014 through September 2017. Both the exclusivity and performance-based clawback provisions expire in 2017.

Both the performance-based and the clawback provisions are considered substantive and represent additional vesting conditions. As a result, the Company will start recognizing expense when the performance targets are met and the award value will be remeasured until the award vests. The Company recognized no compensation expense in the three months or six months ended June 30, 2015 as the performance targets were not met.

The following table summarizes the activity for all RSUs under all the Company’s equity inventive plans for the six months ended June 30, 2015 (shares in thousands):

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average Grant

 

 

 

 

 

 

 

Date Fair

 

 

 

Shares

 

 

Value

 

Unvested balance at December 31, 2014

 

 

947

 

 

$

9.40

 

Granted

 

 

170

 

 

 

10.81

 

Vested

 

 

 

 

 

 

Cancelled / forfeited

 

 

 

 

 

 

Unvested balance at June 30, 2015

 

 

1,117

 

 

$

9.61

 

 

In the three and six months ended June 30, 2015, the Company recognized $0.2 million and $1.5 million in compensation expense, respectively, resulting from sales of 145,000 and 1,005,928 shares, respectively, by employees and former employees to existing investors for amounts in excess of the deemed fair value.

The Company recognized stock-based compensation expense, including the compensation expense resulting from the sales of common stock by employees and former employees to existing investors, in the consolidated statements of operations as follows (in thousands):

 

 

 

For the Three Months

 

 

For the Six Months

 

 

 

Ended June 30,

 

 

Ended June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

Cost of operating leases and incentives

 

$

248

 

 

$

61

 

 

$

297

 

 

$

112

 

Cost of solar energy systems and product sales

 

 

35

 

 

 

37

 

 

 

112

 

 

 

67

 

Sales and marketing

 

 

1,209

 

 

 

288

 

 

 

1,636

 

 

 

496

 

Research and development

 

 

64

 

 

 

95

 

 

 

126

 

 

 

139

 

General and administration

 

 

1,645

 

 

 

1,982

 

 

 

4,250

 

 

 

3,496

 

Total

 

$

3,201

 

 

$

2,463

 

 

$

6,421

 

 

$

4,310

 

 

As of June 30, 2015 and December 31, 2014, total unrecognized compensation cost related to outstanding stock options was $18.3 million and $12.1 million respectively, which is expected to be recognized over a weighted-average period of 3.1 years and 2.8 years, respectively.