Note 7 - Stock Plans and Stock Associated with Acquisition | 3 Months Ended |
Mar. 31, 2015 |
Notes to Financial Statements | |
Shareholders' Equity and Share-based Payments [Text Block] | 7 | Stock Plans and Stock Associated with Acquisition | | | | | | | |
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During the three months ended March 31, 2014 and 2015, the Company did not grant any RSUs or other equity incentive awards. During the year ended December 31, 2014, the Company granted RSUs underlying 124,167 shares of Class A common stock. These RSUs (or a portion thereof) vest with respect to each recipient over a one to three year period from the date of grant, provided the individual remains in the employment or service of the Company as of the vesting date and, in selected instances, certain performance criteria are attained. Additionally, these RSUs (or a portion thereof) could vest earlier in the event of a change in control of the Company, or upon involuntary termination without cause. These grants are made primarily to executive-level personnel at the Company and, as a result, no compensation costs have been capitalized. |
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The following table summarizes RSU activity as of March 31, 2015: |
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| | RSUs | | | Weighted Average | |
Grant Date |
Fair Value |
Outstanding at December 31, 2014 | | | 113,961 | | | $ | 4.96 | |
Granted | | | — | | | $ | — | |
Vested | | | 57,139 | | | $ | 4.96 | |
Forfeited or cancelled | | | 15,022 | | | $ | 4.96 | |
Outstanding at March 31, 2015 | | | 41,800 | | | $ | 4.96 | |
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CRC acquired substantially all of the assets of Reliable Networks on January 2, 2014. Pursuant to the purchase agreement relating to the Reliable Networks acquisition, Class A common stock was issued to the former owner of Reliable Networks in 2015 and will be issued to the former owner of Reliable Networks in 2016 and 2017, contingent on Reliable Networks achieving certain financial objectives and certain other conditions being satisfied, including that certain individuals must be employed by the Company or any of its subsidiaries and in good standing on the last day of the applicable year (the “Earn-Out”). For the year ended on December 31, 2014, the Company delivered 68,233 shares of Class A common stock to the former owner of Reliable Networks on March 12, 2015as a result of the Earn-Out. |
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The following table summarizes the Earn-Out activity as of March 31, 2015: |
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| | Shares | | | Weighted Average | |
Earned Date |
Fair Value |
Earned at December 31, 2014 | | | 68,233 | | | $ | 5.69 | |
Earned | | | — | | | $ | — | |
Issued | | | 68,233 | | | $ | 5.69 | |
Forfeited or cancelled | | | — | | | $ | — | |
Earned at March 31, 2015 | | | — | | | $ | — | |
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Stock-based compensation expense related to RSUs and the Earn-Out was $161 thousand for the three months ended March 31, 2015. Accounting standards require that the Company estimate forfeitures for RSUs and the Earn-Out and reduce compensation expense accordingly. The Company has reduced its expense by the assumed forfeiture rate and will evaluate actual experience against the assumed forfeiture rate going forward. The forfeiture rate has been developed using historical performance metrics which could impact the size of the final issuance of Class A common stock. The Company has no history before 2014 with RSU forfeiture or Earn-Out stock forfeiture. |
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As of March 31, 2015, the unrecognized total compensation cost related to unvested RSUs and unvested Earn-Out stock was $397 thousand. That cost is expected to be recognized by the end of 2017 for RSUs and 2015 for Earn-Out stock. |
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As stated above, accounting standards require the Company to estimate forfeitures in calculating the expense related to stock-based compensation, as opposed to only recognizing these forfeitures and the corresponding reduction in expense as they occur. |