Annual report pursuant to Section 13 and 15(d)

SHARE BASED PAYMENTS

v3.22.4
SHARE BASED PAYMENTS
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
SHARE BASED PAYMENTS SHARE BASED PAYMENTS
The Company maintains long-term incentive plans for employee, non-employee members of our Board of Directors, and consultants. The Plans allows us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, or a combination of awards (collectively, share-based awards).
On March 6, 2014, the Company’s Board of Directors (the “Board”) approved the 2014 Equity Incentive Plan (“2014 Plan”) pursuant to which the Company may grant incentive, non-statutory options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units and other stock or cash awards to employees, non-employee members of our Board, consultants and other independent advisors who provide services to the Company. The maximum shares of common stock which may be issued over the term of the 2014 Plan shall not exceed 2,500,000 shares.
Awards under the 2014 Plan are made by the Board or a committee designated by the Board. Options under the 2014 Plan are to be issued at the market price of the stock on the day of the grant except to those issued to holders of 10% or more of the Company's common stock which is required to be issued at a price not less than 110% of the fair market value on the day of the grant. Each option is exercisable at such time or times, during such period and for such numbers of shares shall be determined by the plan administrator. No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a 10% stockholder) from the date of grant.
On January 7, 2018, the Board adopted the 2018 Equity Compensation Plan (the “2018 Plan”) and on April 20, 2018, the shareholders approved the 2018 Plan. On February 7, 2020, the Board approved the amendment and restatement of the 2018 Plan to increase the number of shares issuable thereunder from 2,500,000 to 5,000,000, which amendment was approved by shareholders on May 11, 2020. The 2018 Plan is administered by the Board. The Board may grant options to purchase shares of common stock, stock appreciation rights, restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, other cash-based awards and other stock-based awards. The Board also has broad authority to determine the terms and conditions of each option or other kind of equity award, adopt, amend and rescind rules and regulations for the administration of the 2018 Plan and amend or modify outstanding options, grants and awards.
No options, stock purchase rights or awards may be made under the 2018 Plan on or after the ten-year anniversary of the adoption of the 2018 Plan by the Board, but the 2018 Plan will continue thereafter while previously granted options, stock appreciation rights or awards remain subject to the 2018 Plan. Options granted under the 2018 Plan may be either "incentive stock options" that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or "non-statutory stock options" that do not meet the requirements of Section 422 of the Code. The Board will determine the exercise price of options granted under the 2018 Plan. The exercise price of stock options may not be less than the fair market value, on the date of grant, per share of our common stock issuable upon exercise of the option (or 110% of fair market value in the case of incentive options granted to a 10% stockholder). No option may be exercisable for more than ten years (five years in the case of an incentive stock option granted to a 10% stockholder) from the date of grant.
The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors of the Company, including stock options and restricted shares. The Company also issues share based payments in the form of common stock warrants to non-employees.
The following table presents share-based payment expense for the years ended December 31, 2022, 2021, and 2020.
December 31,
2022 2021 2020
Restricted stock $ 3,889  $ 4,349  $ 5,164 
Stock options 59  781  2,251 
Warrants 1,019  1,455  441 
Total $ 4,967  $ 6,585  $ 7,856 
As of December 31, 2022, the Company had approximately $9.8 million of unamortized share-based compensation for option awards and restricted stock awards, which is expected to be recognized over a weighted average period of 2.6 years.
Restricted Stock
The Company issues shares of restricted stock to eligible employees, which are subject to forfeiture until the end of an applicable vesting period. The awards generally vest on the second or third anniversary of the date of grant, subject to the employee’s continuing employment as of that date. Restricted stock is valued using the Company's stock price on the grant date.
Restricted stock activity for the years ended December 31, 2022 and 2021 is presented in the following table:
Shares Weighted Average Grant Date Fair Value
Nonvested, January 1, 2021 630  $ 4.51 
Granted 265  36.98 
Vested (360) 8.47 
Forfeited (51) 18.54 
Nonvested, December 31, 2021 484  $ 20.19 
Granted 1,044  8.85 
Vested (399) 9.26 
Forfeited (514) 18.73 
Nonvested, December 31, 2022 615  $ 9.41 
Stock Option
Awards issued under the 2014 and 2018 Plan as of December 31, 2022 are summarized below:
2022
Total shares available for issuance pursuant to the 2014 Plan 2,500 
Options outstanding, December 31, 2022 — 
Total options exercised under 2014 Plan (2,109)
Total shares issued pursuant to the 2014 Plan (382)
Awards available for issuance under the 2014 Plan, December 31, 2022 9
 
2022
Total shares available for issuance pursuant to the 2018 Plan, as amended 5,000 
Options outstanding, December 31, 2022 (604)
Total options exercised under 2018 Plan (999)
Total shares issued pursuant to the 2018 Plan (1,765)
Awards available for issuance under the 2018 Plan, December 31, 2022 1,632 
The fair value of each stock option and warrant granted is estimated on the grant date using the Black-Scholes option valuation model. The assumptions used to calculate the fair value of options and warrants granted are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. Stock options and warrants are expensed on a straight-line basis over the vesting period, which is considered to be the requisite service period. There were no options or warrants issued during 2022. The following table provides the assumptions used for stock option awards.
2022 2021 2020
Expected volatility N/A N/A
77.8-80.70%
Expected dividends N/A N/A N/A
Expected term N/A N/A
2-5 years
Risk-free rate N/A N/A
1.64% - 1.75%
Options outstanding pursuant to 2014 Plan — 
Options outstanding pursuant to 2018 Plan 604 
Options issued outside of 2014 and 2018 Plans — 
Total options outstanding December 31, 2022 604 
 
The table below summarizes all the options granted by the Company during years ended December 31, 2022 and 2021: 
Options Shares Weighted-
Average Exercise
Price		 Weighted- Average Remaining
Contractual Term		 Weighted-
Average Grant Date Fair Value
Outstanding at January 1, 2021 1,803  $ 3.92  3.47 years $ 2.38 
Granted —  $ —  $ — 
Exercised (822) $ 3.2  $ 1.71 
Forfeited or expired (75) $ 7.60  $ 4.53 
Outstanding at December 31, 2021 906  $ 4.38  2.85 years $ 2.45 
Vested and exercisable at December 31, 2021 836  $ 4.36  2.81 years $ 2.45 
Outstanding at January 1, 2022 906  $ 4.38  2.85 years $ 2.45 
Granted —  $ —  $ — 
Exercised (55) $ 4.14  $ 2.22 
Forfeited or expired (247) $ 5.36  $ 2.97 
Outstanding at December 31, 2022 604  $ 3.97  1.87 years $ 2.24 
Vested and exercisable at December 31, 2022 604  $ 3.97  1.87 years $ 2.24 

Liability Awards

In August 2022, the Company issued certain stock awards classified as liabilities based on the guidance set forth at ASC 480-10-25 and ASC 718-10-25. These awards entitle the employees to receive a specified dollar value of common stock on future dates ranging from June 15, 2023, through June 15, 2025. The awards generally vest over three years subject to the employee’s continued employment. The aggregate face value of these awards as of December 31, 2022 amounted to $5.3 million.

During 2021, the Company issued stock awards classified as liabilities based on guidance set forth at ASC 480-10-25 and ASC 718-10-25. These awards entitled the employees to receive a specified dollar value of common stock on the vesting date and generally vested between 8 and 14 months, subject to the employee’s continuing employment as of that date. Due to their short-term nature these awards were all valued at the face value of the award. All liability awards vested at December 31, 2021 and resulted in the issuance of 34,538 shares of common stock.
The Company recognizes compensation expense for these awards over the requisite service period. The expense related to liability awards for the years ended December 31, 2022, 2021, and 2020 was $0.5 million, $0.7 million, and $29.9 thousand.