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Stockholders' Equity
6 Months Ended
Jun. 30, 2017
Equity [Abstract]  
Stockholders' Equity

14.

Stockholders’ Equity

The Company has reserved for future issuance the following number of shares of common stock:

 

 

 

June 30,

2017

 

 

December 31, 2016

 

Unvested restricted stock

 

 

1,524,058

 

 

 

1,297,054

 

Common stock options

 

 

1,012,833

 

 

 

1,267,329

 

Shares available for issuance under the 2013 Stock Option and

   Incentive Plan

 

 

3,170,156

 

 

 

2,398,031

 

Shares available for issuance under the 2013 Employee Stock

   Purchase Plan

 

 

788,503

 

 

 

788,503

 

 

 

 

6,495,550

 

 

 

5,750,917

 

 

2010 and 2013 Stock Incentive Plans

In 2010, the Company adopted the Foundation Medicine, Inc. 2010 Stock Incentive Plan (the “2010 Stock Plan”) under which it granted restricted stock, incentive stock options (“ISOs”) and non-statutory stock options to eligible employees, officers, directors and consultants to purchase up to 1,162,500 shares of common stock. In the year ended December 31, 2013, the Company amended the 2010 Stock Plan to increase the number of shares of common stock available for issuance to 4,232,500.

In 2013, in conjunction with its initial public offering, the Company adopted the Foundation Medicine, Inc. 2013 Stock Option and Incentive Plan (the “2013 Stock Plan”) under which it may grant restricted and unrestricted stock, restricted stock units, ISOs, non-statutory stock options, stock appreciation rights, cash-based awards, performance share awards and dividend equivalent rights to eligible employees, officers, directors and consultants to purchase up to 1,355,171 shares of common stock. In connection with the establishment of the 2013 Stock Plan, the Company terminated the 2010 Stock Plan and the 512,568 shares which remained available for grant under the 2010 Stock Plan were included in the number of shares authorized under the 2013 Stock Plan. Shares forfeited or repurchased from the 2010 Stock Plan are returned to the 2013 Stock Plan for future issuance. On January 1, 2017 and 2016, the number of shares reserved and available for issuance under the 2013 Stock Plan increased by 1,403,616 and 1,379,782 shares of common stock, respectively, pursuant to a provision in the 2013 Stock Plan that provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2014, by 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or such lesser number as determined by the compensation committee of the Board.  

The terms of stock award agreements, including vesting requirements, are determined by the Board, or permissible designee thereof, subject to the provisions of the 2010 Stock Plan and the 2013 Stock Plan. Options, restricted stock, and restricted stock units granted by the Company typically vest over a four-year period. The options are exercisable from the date of grant for a period of 10 years. The exercise price for stock options granted is equal to the closing price of the Company’s common stock on the applicable date of grant.

Restricted Stock

For restricted stock, including restricted stock units, granted to employees, the intrinsic value on the date of grant is recognized as stock-based compensation expense ratably over the period in which the restrictions lapse. For restricted stock granted to non-employees the intrinsic value is remeasured at each vesting date and at the end of the reporting period. The following table shows a roll forward of restricted stock activity pursuant to the 2010 Stock Plan and the 2013 Stock Plan:

 

 

 

Number of

Shares

 

Unvested at December 31, 2016

 

 

1,297,054

 

Granted

 

 

719,896

 

Vested

 

 

(417,977

)

Cancelled

 

 

(74,915

)

Unvested at June 30, 2017

 

 

1,524,058

 

Total stock-based compensation expense recognized for restricted stock awards was $6,071,000 and $11,710,000 for the three and six months ended June 30, 2017, respectively, and $3,760,000 and $5,873,000 for the three and six months ended June 30, 2016, respectively.

Stock Options

A summary of stock option activity under the 2010 Stock Plan and the 2013 Stock Plan for the six months ended June 30, 2017 is as follows:

 

 

 

Number of

Shares

 

 

Weighted-

Average

Exercise

Price

 

 

Weighted-

Average

Remaining

Contractual

Term

(In Years)

 

 

Aggregate

Intrinsic

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Outstanding as of December 31, 2016

 

 

1,267,329

 

 

$

16.22

 

 

 

6.6

 

 

$

8,355

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(239,836

)

 

 

9.12

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(14,660

)

 

 

24.34

 

 

 

 

 

 

 

 

 

Outstanding as of June 30, 2017

 

 

1,012,833

 

 

$

17.79

 

 

 

6.2

 

 

$

22,795

 

Exercisable as of June 30, 2017

 

 

840,484

 

 

$

15.98

 

 

 

6.1

 

 

$

20,294

 

The Company recorded total stock-based compensation expense for stock options granted to employees, directors and non-employees from the 2010 Stock Plan and the 2013 Stock Plan of $655,000 and $1,415,000 for the three and six months ended June 30, 2017, respectively, and $871,000 and $1,797,000 for the three and six months ended June 30, 2016, respectively.

The Company recorded stock-based compensation expense in the statements of operations and comprehensive loss as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Cost of revenue

 

$

563

 

 

$

521

 

 

$

1,658

 

 

$

820

 

Selling and marketing

 

 

1,297

 

 

 

860

 

 

 

2,517

 

 

 

1,656

 

General and administrative

 

 

3,159

 

 

 

2,287

 

 

 

5,937

 

 

 

3,593

 

Research and development

 

 

1,707

 

 

 

963

 

 

 

3,013

 

 

 

1,601

 

Total

 

$

6,726

 

 

$

4,631

 

 

$

13,125

 

 

$

7,670

 

 

As of June 30, 2017, unrecognized compensation cost of approximately $32,436,000 related to non-vested stock options and restricted stock awards is expected to be recognized over weighted-average periods of 2.3 years.

There were no stock options granted during the three and six months ended June 30, 2017 and three months ended June 30, 2016. The weighted-average assumptions used to estimate the fair value of stock options using the Black-Scholes option pricing model for the six months ended June 30, 2016 were as follows:

 

 

 

Six Months Ended

 

 

 

June 30, 2016

 

Expected volatility

 

 

59.2

%

Risk-free interest rate

 

 

1.9

%

Expected option term (in years)

 

 

6.25

 

Expected dividend yield

 

 

0.0

%