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SHARE - BASED COMPENSATION
6 Months Ended
Jun. 30, 2017
SHARE-BASED COMPENSATION.  
SHARED-BASED COMPENSATION

10.SHARE-BASED COMPENSATION

 

Summary of Share-Based Compensation Plans

 

In December 2015, the Company’s Board of Directors adopted the Aralez Pharmaceuticals 2016 Long-Term Incentive Plan, which became effective on February 5, 2016, upon consummation of the Merger. On May 3, 2017, the Company’s shareholders approved the Amended and Restated 2016 Long-Term Incentive Plan (the “Plan”), which  increased the number of common shares covered by and reserved for issuance under this Plan by 4,300,000 common shares. The Plan is the only existing plan in which the Company is authorized to grant equity-based awards. The Plan provides for grants of stock options, stock appreciation rights, stock awards, stock units, performance shares, performance units, and other stock-based awards to employees, directors, and consultants.  At June 30, 2017, there were approximately 2,206,000 common shares remaining available for grant under the Plan.

 

Summary of Share-Based Compensation Expense

 

Share-based compensation expense recorded in the condensed consolidated statements of operations for the three and six months ended June 30, 2017 and 2016, was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 

 

Six Months Ended June 30, 

 

 

 

    

2017

    

2016

    

2017

    

2016

 

    

 

 

 

 

 

Selling, general and administrative

 

$

2,949

 

$

2,633

 

$

5,769

 

$

6,216

 

 

Research and development

 

 

 4

 

 

 —

 

 

 8

 

 

327

 

 

Total non-cash share-based compensation expense

 

$

2,953

 

$

2,633

 

$

5,777

 

$

6,543

 

 

 

Included in the table above is approximately $0.5 million of share-based compensation expense related to the accelerated vesting of certain Tribute equity awards upon consummation of the Merger, which was recorded as selling, general and administrative expense in the first quarter of 2016. There was no such charge for the three or six months ended June 30, 2017.

 

Options to Purchase Common Shares

 

A summary of option activity for the three months ended June 30, 2017 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Weighted-

 

 

 

 

 

 

 

Average

 

 

Average

 

 

 

 

 

Underlying

 

Exercise

 

 

Remaining

 

Intrinsic

 

Stock Option Awards

    

Shares

    

Price

 

    

Contractual Term

    

Value

  

Outstanding at December 31, 2016

 

3,065

 

$

5.85

 

 

4.8 years

 

 

 

 

Granted

 

1,489

 

$

1.77

 

 

 

 

 

 

 

Exercised

 

(41)

 

$

2.63

 

 

 

 

 

 

 

Forfeited or expired

 

(488)

 

$

9.79

 

 

 

 

 

 

 

Outstanding at June 30, 2017

 

4,025

 

$

3.89

 

 

6.6 years

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at June 30, 2017

 

1,989

 

$

5.26

 

 

2.4 years

 

$

 —

 

 

The weighted average grant date fair value for option awards granted during the six months ended June 30, 2017 was $1.18 per option.

 

As of June 30, 2017, there was approximately $5.3 million of unrecognized compensation costs related to option awards, which are expected to be recognized over a remaining weighted average period of 2.2 years.

 

RSUs and PSUs

 

A summary of RSUs, including performance restricted stock units (“PSUs”), activity for the three months ended June 30, 2017, is as follows:

 

 

 

 

 

 

 

 

 

    

 

    

Weighted-

 

 

 

Underlying

 

Average

 

 

 

Underlying

 

Grant Date

 

Restricted Stock Units, including PSUs

    

Shares

    

Fair Value

 

Nonvested restricted stock units at December 31, 2016

 

4,324

 

$

6.62

 

Granted

 

1,967

 

$

2.04

 

Vested

 

(1,150)

 

$

6.89

 

Forfeited or expired

 

(38)

 

$

4.95

 

Nonvested restricted stock units at June 30, 2017

 

5,103

 

$

4.81

 

 

During the six months ended June 30, 2017, approximately 1,072,000 PSUs with both market-based and service conditions were granted with an aggregate grant-date fair value of $2.5 million. The PSUs vest at the end of a three-year performance period based on the achievement of pre-determined market-based performance goals.

 

As of June 30, 2017, there was approximately $21.4 million of unrecognized compensation costs related to RSUs, which are expected to be recognized over a remaining weighted average period of 2.0 years.