Quarterly report pursuant to Section 13 or 15(d)

Restructuring Charges

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Restructuring Charges
6 Months Ended
Jun. 30, 2015
Restructuring and Related Activities [Abstract]  
Restructuring Charges
  4. Restructuring Charges

 

In May 2015, the Company closed its Memphis, Tennessee office and consolidated all major business functions into its Irvine, California headquarters. The Company did not retain any of its Memphis-based employees. A total of seven employees were impacted by the consolidation, including three executives of the Company. In connection with this consolidation, the Company recorded restructuring charges of $753,400 in March 2015, concurrent with its public announcement of the consolidation, of which approximately $718,000 relates to costs associated with severance and other compensation for the impacted employees.

 

In connection with the then-contemplated consolidation of the Company’s business functions discussed above, the Company, on September 12, 2014 and effective August 1, 2014, entered into new employment agreements with its then-Chief Financial Officer and one other executive officer. Among other items, the new agreements each provided that if, on or before July 31, 2015, the Company were to terminate the employment of either officer, any unvested stock options would become fully vested on the termination date and would be exercisable until the contractual expiration date of each such option. Under the officers’ prior employment agreements, the exercise period subsequent to termination without cause was three years. In connection with the Company’s consolidation of its business functions as discussed in Note 4, these officers’ employment with the Company was terminated without cause on May 15, 2015.

 

Also in connection with the consolidation of the Company’s business functions discussed above, effective April 1, 2015, the Company’s then-Executive Chairman and former Chief Executive Officer separated his employment with the Company (continuing thereafter as Chairman). In recognition of the Chairman’s contributions as an officer of the Company, the Company’s Board of Directors accelerated the vesting of all previously unvested options held by the Chairman and extended the exercise period until the contractual expiration date of each such option. Under the Chairman’s prior employment agreement, the exercise period subsequent to termination without cause was three years.

 

As a result of the modification of the terms of stock options as discussed in the preceding two paragraphs, the Company revalued such options and recognized non-cash restructuring costs of $492,926, and recorded a corresponding amount as additional paid-in capital, during the three months ended June 30, 2015. Also, during the three months ended June 30, 2015, the Company recorded additional restructuring charges of $6,258.

 

As a result of the foregoing, the Company has accrued, during the six months ended June 30, 2015, aggregate restructuring costs related to the consolidation of its business functions amounting to $1,252,584, which represents the Company’s estimate of the total of such costs to be incurred.

 

A reconciliation of the liability for accrued restructuring charges for the six months ended June 30, 2015 is as follows:

 

         
Balance, December 31, 2014   $ -  
Activity during the six months ended June 30, 2015        
Accruals     1,252,584  
Less:        
Non-cash portion of accruals related to modification of stock option terms     (492,926 )
Payments     (702,075 )
Reclassifications     (20,720 )
Balance, June 30, 2015   $ 36,863