Annual report pursuant to Section 13 and 15(d)

STOCK-BASED COMPENSATION

v3.8.0.1
STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION

Periodically the Company issues stock-based awards to employees and independent directors. Vesting terms for outstanding grants vary by grant ranging from immediate to ratably over six years. Typically, grants expire one year after the final vesting. The Board has authorized 4,812,000 shares to be granted for such awards under the Company's 2014 Equity Incentive Plan (the "Plan"). Historically, the Company has only issued non-qualified stock options, restricted stock, and restricted stock units; however, the Plan does allow for other types of awards to be granted in the future. Most awards have been exercisable or convertible based solely on meeting service conditions; however, one grant was made convertible based on meeting both service and performance conditions. Upon exercise or conversion, the Company may issue new shares or reissue shares held in treasury, at the discretion of Management. The Company has elected to recognize forfeitures as they occur.

The Company uses the Black-Scholes method for measuring compensation cost of stock options and the intrinsic value method for measuring compensation cost of restricted stock and restricted stock units. Total compensation cost for share-based payments recognized in income was $794,939 and $654,366 during the year ended December 31, 2017 and nine-month transition period ended December 31, 2016, respectively. As of December 31, 2017, the Company had $637,872 in unamortized compensation expense with a weighted average of 1.19 years remaining. The Company received $111,676 and $15,000 in cash from the exercise of share options during the year ended December 31, 2017 and nine-month transition period ended December 31, 2016, respectively. For the tax effect on total compensation expense and the exercise of options, see note 11 for the income tax provision.

During the year ended December 31, 2017, the Company did not issue any stock options to employees. During the period, the Company issued 96,081 RSUs to members of the Board of Directors for their service. The grant date fair value of that award was $177,750 and half of those RSUs vested immediately with the remaining vesting on June 15, 2018. The Company also issued a performance based RSU award to its CFO. The award grants a maximum of 66,758 RSUs to be issued upon meeting certain performance metrics over three years and had a grant date fair value of $126,840. The intrinsic value of options exercised during the period was $42,532. The total fair value of options, restricted stock, and restricted stock units vested during the period was $861,737

During the nine-month transition period ended December 31, 2016, the Company issued 848,000 stock options to employees with a weighted-average grant-date fair value of $0.49. The fair value of those options was calculated assuming volatility of 64-69% and an expected term of 3-3.34 years. The intrinsic value of options exercised during the period was $109,900. The total fair value of options, restricted stock, and restricted stock units vested during the period was $712,297.

Information regarding outstanding options, restricted stock awards, and restricted stock units is summarized in the tables below:
Total Outstanding and Exercisable Awards December 31, 2017
 
 
 
 
Awards Outstanding
 
Awards Exercisable
Grant Price Low
 
Grant Price High
 
Quantity
 
Remaining Contractual Life (Years)
 
Exercise Price
 
Quantity
 
Remaining Contractual Life (Years)
 
Exercise Price
$

 
1.09
 
510,402
 
2.26
 
$0.55
 
80,666
 
2.40
 
$1.01
$
1.10

 
1.27
 
525,000
 
1.84
 
$1.17
 
262,500
 
1.84
 
$1.17
$
1.28

 
1.56
 
546,000
 
1.35
 
$1.37
 
439,500
 
1.36
 
$1.37
$
1.57

 
2.8
 
305,000
 
0.18
 
$1.75
 
305,000
 
0.18
 
$1.75
$
2.81

 
4.03
 
266,000
 
1.97
 
$3.89
 
239,600
 
1.93
 
$3.88
 
 
 
 
2,152,402
 
1.60
 
$1.49
 
1,327,266
 
1.35
 
$1.85
 
Total Outstanding and Exercisable Awards December 31, 2016
Strike Price
 
Outstanding Options (1 share/option)
 
Average Remaining Life (Years)
 
Exercisable Shares
 
Weighted Average Exercise Price
$
1.01

 
303,500
 
3.40
 

 
$
1.01

$
1.17

 
525,000
 
2.84
 

 
$
1.17

$
1.37

 
644,000
 
2.34
 
419,000

 
$
1.37

$
1.75

 
320,000
 
1.18
 
255,000

 
$
1.75

$
3.85

 
200,000
 
2.85
 
200,000

 
$
3.85

$
3.95

 
100,000
 
3.10
 
100,000

 
$
3.95

$
4.03

 
72,500
 
3.30
 
29,000

 
$
4.03

 
 
2,165,000
 
 
 
1,003,000

 
 

 
Information regarding stock options for the year ended December 31, 2017 is summarized in the tables below:
 
 
Number of Awards
 
Weighted Average Exercise Price
 
Weighted Average Fair Value
 
Weighted Average Remaining Contractual Life (Years)
 
Aggregate Intrinsic Value
Outstanding, beginning of period
 
2,023,500

 
$
1.66


$
1.23

 

 
$
228,180

Exercised/Released
 
(86,333
)
 
$
1.29


$
1.41

 

 
$
42,532

Cancelled/Forfeited
 
(16,500
)
 
$
1.62


$
1.38

 

 
$
2,348

Outstanding, end of period
 
1,920,667

 
$
1.67


$
1.22

 
1.53
 
$
999,487

Vested and exercisable, end of the period
 
1,327,266

 
$
1.85


$
1.39

 
1.35
 
$
563,856

Vested and expected to vest, end of the period
 
1,920,667

 
$
1.67


$
1.22

 
1.53
 
$
999,487


 
 
Number of Awards
 
Weighted Average Exercise Price
 
Weighted Average Grant Date Fair Value
 
Weighted Average Remaining Amortization Period (Years)
Unvested Outstanding, beginning of period
 
1,145,500
 
$
1.30

 
$
0.87

 

Cancelled/Forfeited
 
(5,267)
 
$
1.42

 
$
1.06

 

Vested, outstanding shares
 
(546,832)
 
$
1.32

 
$
0.90

 

Unvested Outstanding, end of period
 
593,401
 
$
1.28

 
$
0.84

 
0.97


Information regarding restricted stock awards for the year ended December 31, 2017 is summarized in the tables below:


Number of Awards

Weighted Average Exercise Price

Weighted Average Fair Value

Weighted Average Remaining Contractual Life (Years)
Outstanding, beginning of period

73,002


$


$
4.02



Exercised/Released

(24,334
)

$


$
4.02



Outstanding, end of period

48,668


$


$
4.02


2.33
Vested and exercisable, end of the period








Vested and expected to vest, end of the period

48,668


$


$
4.02


2.33

 
 
Number of Awards
 
Weighted Average Exercise Price
 
Weighted Average Grant Date Fair Value
 
Weighted Average Remaining Amortization Period (Years)
Unvested Outstanding, beginning of period
 
73,002
 
$

 
$
4.02

 

Vested, outstanding shares
 
(24,334)
 
$

 
$
4.02

 

Unvested Outstanding, end of period
 
48,668
 
$

 
$
4.02

 
1.33


Information regarding restricted stock units for the year ended December 31, 2017 is summarized in the tables below:
 
 
Number of Awards
 
Weighted Average Exercise Price
 
Weighted Average Fair Value
 
Weighted Average Remaining Contractual Life (Years)
Outstanding, beginning of period
 
281,244

 
$

 
$
1.35

 

Granted
 
162,839

 
$

 
$
1.87

 

Exercised/Released
 
(261,016
)
 
$

 
$
1.36

 

Outstanding, end of period
 
183,067

 
$

 
$
1.80

 
2.04
Vested and exercisable, end of the period
 

 

 

 

Vested and expected to vest, end of the period
 
160,815

 
$

 
$
1.79

 
2.01

 
 
Number of Awards
 
Weighted Average Exercise Price
 
Weighted Average Grant Date Fair Value
 
Weighted Average Remaining Amortization Period (Years)
Unvested Outstanding, beginning of period
 
206,533
 
$

 
$
1.44

 

Granted
 
162,839
 
$

 
$
1.87

 

Vested, outstanding shares
 
(186,305)
 
$

 
$
1.46

 

Unvested Outstanding, end of period
 
183,067
 
$

 
$
1.80

 
1.40