Quarterly report pursuant to Section 13 or 15(d)

STOCK INCENTIVE PLANS AND STOCK-BASED COMPENSATION

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STOCK INCENTIVE PLANS AND STOCK-BASED COMPENSATION
3 Months Ended
Jun. 30, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
STOCK INCENTIVE PLANS AND STOCK-BASED COMPENSATION
NOTE 8: STOCK INCENTIVE PLANS AND STOCK-BASED COMPENSATION
Description of Stock Incentive Plans
2012 Long-Term Incentive Plan
The Company has a stockholder-approved 2012 Long-Term Incentive Plan (the “Plan”) which has 4.6 million shares authorized for issuance of new shares at June 30, 2019. There were 4.3 million shares available for grant exclusive of 2.1 million shares reserved for issuance related to approved grants that will become effective when the Company becomes current with SEC reporting requirements or the Company becomes current with SEC reporting requirements and is re-listed on a national stock exchange. There were 2.4 million stock options, performance shares and restricted shares that were outstanding under the Plan as of June 30, 2019.
Stock options under the Plan are granted at prices determined by the Board of Directors, but at not less than the fair market value of Quantum’s common stock on the date of grant. The majority of performance share units, restricted stock units and stock options granted to employees vest over three to four years. Stock option, performance share and restricted stock grants to nonemployee directors typically vest over one year. Stock options performance share units and restricted stock units granted under the Plan are subject to forfeiture if employment terminates. The Company accounts for all forfeitures of share-based awards when they occur.
 
 
In February 2018, the Company enacted a deferral of release of all vested restricted stock units and performance share units granted prior to February 2018. The Company did not recognize compensation cost in connection with certain awards for which the grant date was achieved. The deferral of release impacted only
pre-February
2018 restricted stock units and performance share units and was intended to prevent the release of unregistered shares to grantees. During the deferral period, a grantee retained the legal right to the awards they had vested in, but the Company deferred the release of the underlying shares until it could become current with its Securities and Exchange Commission (“SEC”) reporting requirements. The Company ended the deferral of release in February 2019. The deferral of release and its removal were both modifications to the Awards; however, the impact of the modifications were not material and no incremental compensation expense was recorded. All employees with outstanding stock-based awards were impacted by the modifications.
Other Stock Incentive Plans
In addition to the Plan, the Company have other stock incentive plans which are inactive for future share grant purposes, including plans assumed in acquisitions, under which stock options, stock appreciation rights, stock purchase rights, restricted stock awards and long-term performance awards to employees, consultants, officers and affiliates were authorized (“Other Plans”).
Stock options granted and assumed under the Other Plans generally vest over one to four years and expire seven to ten years after the grant date, and restricted stock granted under the Other Plans generally vests over one to four years. The Other Plans have been terminated, and outstanding stock options and restricted stock units granted and assumed remain outstanding and continue to be governed by the terms and conditions of the respective Other Plan. Stock options and restricted stock granted under the Other Plans are subject to forfeiture if employment terminates. Stock options under the Other Plans were granted at prices determined by the Board of Directors, but at not less than the fair market value, and stock options assumed were governed by the respective acquisition agreement.
Employee Stock Purchase Plan
Quantum has an employee stock purchase plan (the “Purchase Plan”) that allows participating employees to purchase shares of the Company’s common stock at a discount to fair market value. Employees may purchase the Company’s common stock at a price that is no less than the lower of 85% of the fair market value at the grant date or exercise date. The maximum number of shares that may be issued under the Purchase Plan is 8.9 million shares. The Purchase Plan is available to all employees subject to certain eligibility requirements. Under the Purchase Plan, rights to purchase shares are granted during the second and fourth quarter of each fiscal year. The Purchase Plan allows a maximum amount of 0.3 million shares to be purchased in any
six-month
to one year offering period. Employees did not purchase any shares of common stock under the Purchase Plan during the three-month periods ended June 30, 2019 and 2018, respectively.
Stock-Based Compensation Expense
The following tables summarize stock-based compensation expense (in thousands):
 
   
Three months ended June 30,
 
   
2019
   
2018
 
Stock-based compensation expense:
               
Cost of revenue
  $ 101     $ 75  
Research and development
    138       86  
Sales and marketing
    297       (148
General and administrative
    451       414  
   
 
 
   
 
 
 
Total stock-based compensation expense
  $ 987     $ 427  
   
 
 
   
 
 
 
   
   
Three months ended June 30,
 
   
2019
   
2018
 
Stock-based compensation by type of award:
               
Restricted stock
  $ 711     $ 557  
Performance share units
    276       (197
Stock purchase plan
          107  
Stock options
          (40
   
 
 
   
 
 
 
Total stock-based compensation expense
  $ 987     $ 427  
   
 
 
   
 
 
 
 
As of June 30, 2019, unrecognized stock-based compensation expense related to outstanding stock awards was approximately $2.2 million and is expected to be recognized over a weighted-average period of approximately 0.98 years.
Stock Options
The Company did not grant any stock options during the three months ended June 30, 2019 and 2018, respectively. There were no stock options exercised during the three-month periods ended June 30, 2019 and 2018. As of June 30, 2019, 1,207 stock options, with a weighted average exercise price of $5.04 per share, a weighted average remaining contractual life of 1.32 years and an aggregate intrinsic value of $0, remained outstanding.
Performance Share Units
The Company granted 175,000 and 125,000 performance share units with market conditions (market “PSUs”) during the three-month periods ended June 30, 2019 and 2018, respectively. The number of PSUs issued is dependent on Quantum’s common stock achieving certain
60-day
average closing stock price targets as of specified dates and the Company becoming current with SEC reporting requirements or the Company becoming current with SEC reporting requirements and being relisted on a national stock exchange. PSUs issued vest one to three years after the issuance date based on the stock price targets achieved. The estimated fair value of these PSUs is determined at the issuance date using a Monte Carlo simulation model.
The Company did not grant any performance share units with financial performance conditions (“performance PSUs”) during the three-month periods ended June 30, 2019 and 2018, respectively. Performance PSUs become eligible for vesting based on Quantum achieving certain financial performance targets through the end of the fiscal year when the performance PSUs were granted. Performance PSUs are valued at the market closing share price on the date of grant and compensation expense for performance PSUs is recognized when it is probable that the performance conditions will be achieved.
A summary of activity relating to Quantum’s PSUs is as follows (shares in thousands):
 
   
Shares
   
Weighted-Average Grant

Date Fair Value Per Share
 
Nonvested as of March 31, 2019
    770     $ 1.78  
Granted
    175     $ 1.71  
Forfeited
    (10   $ 3.36  
   
 
 
         
Nonvested as of June 30, 2019
    935     $ 1.75  
   
 
 
         
Restricted Stock Units
The Company granted 210,000 and 169,577 service-based restricted stock units (“RSUs”) during the three-month periods ended June 30, 2019 and 2018, respectively, which generally vest ratably over a three-year service period. Certain RSUs are subject to the Company becoming current with SEC reporting requirements or the Company becoming current with SEC reporting requirements and being relisted on a national stock exchange, which were both evaluated as a performance condition. RSUs are valued at the market closing share price on the date of grant and compensation expense for RSUs is recognized ratably over the applicable vesting period. The fair value of RSUs vested during the three-month periods ended June 30, 2019 and 2018 was $0.0 million and $0.9 million, respectively.
A summary of activity relating to Quantum’s RSUs is as follows (shares in thousands):
 
   
Shares
   
Weighted-Average Grant

Date Fair Value Per Share
 
Nonvested as of March 31, 2019
    1,311     $ 3.61  
Granted
    210     $ 2.45  
Vested
    (6   $ 8.76  
Forfeited
    (30   $ 7.24  
   
 
 
         
Nonvested as of June 30, 2019
    1,485     $ 3.35