Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v3.6.0.2
Stockholders' Equity
12 Months Ended
Dec. 31, 2016
Equity [Abstract]  
Stockholders' Equity
Stockholders’ Equity

Share-based Compensation Expense

The following table summarizes stock-based compensation expense (in thousands):
 
December 31,
 
2016
 
2015
 
2014
Stock-based compensation expense as a component of:
 
 
 
 
 
Research and development expenses
$
8,836

 
$
4,080

 
$
3,595

General and administrative expenses
10,057

 
8,378

 
7,675

 
$
18,893

 
$
12,458

 
$
11,270



Stock Plans

In May 2009, the Company’s stockholders approved the amendment and restatement of the Company’s 2002 Stock Incentive Plan (the “Amended 2002 Plan”). The Company’s 2002 Stock Incentive Plan was amended to (i) increase the number of shares available for issuance under the Amended 2002 Plan by 1.3 million shares, (ii) revise the list of performance criteria that may be used by the compensation committee for purposes of granting awards under the Amended 2002 Plan that are intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code, as amended, and (iii) eliminate the automatic option grant program for non-employee directors, the director fee stock issuance program and the director fee option grant program, which programs have been superseded by the Company’s amended and restated Director Compensation Policy. Additionally, in May 2012 and May 2016, the Company’s stockholders approved an amendment and restatement of the Company’s 2002 Stock Incentive Plan to increase the number of shares available for issuance by 1.8 million and 0.9 million shares, respectively. As of December 31, 2016, there were 1.0 million shares available for future option grants or direct issuance under the Amended 2002 Plan.
Following is a summary of the Company’s stock option plan activity and related information:
 
 
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term in
Years
 
Aggregate
Intrinsic
Value
(In  thousands)
Balance at December 31, 2015
1,683,341

 
$
34.19

 
6.48
 
$
124,800

Granted
263,489

 
92.09

 
 
 
 
Exercised
(164,440
)
 
38.08

 
 
 
 
Forfeited
(28,115
)
 
60.17

 
 
 
 
Balance at December 31, 2016
1,754,275

 
42.12

 
6.19
 
104,247

Exercisable at December 31, 2016
1,298,561

 
30.21

 
5.44
 
92,723

Options vested and expected to vest as of December 31, 2016
1,752,275

 
$
42.12

 
6.19
 
$
104,247



The weighted-average grant-date fair value of all stock options granted during 2016, 2015 and 2014 was $46.53, $35.39 and $46.20 per share, respectively. The total intrinsic value of all options exercised during 2016, 2015 and 2014 was approximately $12.0 million, $20.7 million and $15.3 million, respectively.
Cash received from options exercised, net of fees paid, in 2016, 2015 and 2014 was $6.2 million, $8.7 million and $4.4 million, respectively.
Following is a further breakdown of the options outstanding as of December 31, 2016:
 
Range of exercise prices
Options
outstanding
 
Weighted
average
remaining  life
in years
 
Weighted average
exercise price
 
Options
exercisable
 
Weighted average
exercise price
$8.58 - $12.53
247,574

 
3.94
 
$
9.98

 
247,574

 
$
9.98

$10.12 - $12.81
76,100

 
4.92
 
11.38

 
76,100

 
11.38

$14.47 - $14.47
288,887

 
5.11
 
14.47

 
274,887

 
14.47

$16.14 - $21.00
106,242

 
1.85
 
17.76

 
106,242

 
17.76

$21.92 - $21.92
225,105

 
6.13
 
21.92

 
213,199

 
21.92

$32.00 - $53.34
72,330

 
6.02
 
36.18

 
62,747

 
34.73

$56.26 - $59.26
183,595

 
8.11
 
56.26

 
70,877

 
56.26

$63.58 - $68.62
26,382

 
7.50
 
67.20

 
21,976

 
67.50

$74.42 - $74.42
227,856

 
7.12
 
74.42

 
162,233

 
74.42

$85.79 - $138.53
298,204

 
9.03
 
93.19

 
62,726

 
89.71

$8.58 – $138.53
1,752,275

 
6.19
 
$
42.12

 
1,298,561

 
$
30.21



The assumptions used for the specified reporting periods and the resulting estimates of weighted-average grant date fair value per share of options granted:

 
Year Ended December 31,
 
2016
 
2015
 
2014
 
Risk-free interest rate
1.3%-1.9%
 
1.7%-2.0%
 
1.9%
 
Expected volatility
48%-50%
 
50%-58%
 
62%-69%
 
Expected term
6.6 to 6.7 years
 
6.5 years
 
6.0 years
 
Forfeiture rate
5.00%
 
8.52%
 
8.6%-9.7%
 

As of December 31, 2016, there was $17.5 million of total unrecognized compensation cost related to non-vested stock options. That cost is expected to be recognized over a weighted average period of 2.22 years.
Restricted Stock Activity
The following is a summary of the Company’s restricted stock activity and related information:
 
 
Shares
 
Weighted-Average
Grant Date Fair
Value
Outstanding at December 31, 2015
130,749

 
$
60.36

Granted
234,855

 
95.31

Vested
(54,421
)
 
66.79

Forfeited
(2,483
)
 
67.95

Outstanding at December 31, 2016
308,700

 
$
86.61


As of December 31, 2016, unrecognized compensation cost related to non-vested stock awards amounted to $13.8 million. That cost is expected to be recognized over a weighted average period of 1.14 years.

Employee Stock Purchase Plan

As of December 31, 2016, 70,406 shares of the Company's common stock are available for future issuance under it's Amended Employee Stock Purchase Plan, or ESPP. The ESPP permits eligible employees to purchase up to 1,250 shares of Ligand common stock per calendar year at a discount through payroll deductions. The price at which stock is purchased under the ESPP is equal to 85% of the fair market value of the common stock on the first of a six month offering period or purchase date, whichever is lower. There were 1,961, 3,374 and 3,774 shares issued under the ESPP in 2016, 2015 and 2014, respectively.

Share Repurchases
    
During the years ended December 31, 2016, 2015 and 2014 the Company repurchased 40,500 shares for $3.9 million, 6,120 shares for $0.5 million, and 1,253,425 shares for $68.0 million, respectively.
    
In September 2015, the Company's Board of Directors authorized the Company to repurchase up to $200.0 million of its own stock in privately negotiated and open market transactions for a period of up to three years, subject to the Company's evaluation of market conditions. Authorization to repurchase up to an additional $195.6 million of its common stock remained as of December 31, 2016.