Stock-Based Compensation | 7. Stock-Based Compensation Employee Stock Option Plan On July 9, 2007, the Company adopted the 2007 Omnibus Incentive Plan (the “2007 Plan”), which initially authorized and reserved 2.5 million shares of common stock to be issued under the plan. In connection with the Company’s Scheme of Arrangement, the 2004 Share Option Plan was frozen; however, all outstanding shares previously granted thereunder continue in full force and effect. Pursuant to the 2007 Plan’s “evergreen” provision, on the first day of each calendar year beginning in 2009, the number of shares reserved and available for issuance will be increased by an amount equal to the lesser of (i) 2,000,000 shares, (ii) four percent (4%) of the number of outstanding shares of Company common stock on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the Board of Directors. As of March 31, 2016, the 2007 Plan had 6.5 million shares available for issuance. Awards under the 2007 Plan may include incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted shares of common stock, restricted stock units, performance stock or unit awards, other stock-based awards and cash-based incentive awards. The Compensation Committee may grant an award to a participant. The terms and conditions of the award, including the quantity, price, vesting periods and other conditions on exercise will be determined by the Compensation Committee. The exercise price for stock options will be determined by the Compensation Committee in its discretion, but may not be less than 100% of the closing sale price of one share of the Company’s common stock on the NYSE MKT (or any other applicable exchange on which the stock is listed) on the date when the stock option is granted. Additionally, in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of stock of the Company on the date of grant, the exercise price may not be less than 110% of the closing sale price of one share of common stock on the date the stock option is granted. For the three months ended March 31, 2016 and 2015, compensation expense for stock options was $49,000 and $37,000, respectively. As of March 31, 2016, there was $562,000 of unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted-average period of 2 years. The following table describes option activity for the three months ended March 31, 2016 (in thousands, except Weighted Average Price per Share): Number of Shares Weighted Average Price Per Share Outstanding at December 31, 2015 1,921 $ 7.67 Granted 540 6.61 Exercised - - Expired - - Forfeited (36 ) 6.49 Outstanding at March 31, 2016 2,425 $ 7.45 Trigger Price Options Trigger price options awarded under the 2007 Plan entitle the shareholder the right to receive common stock or the value thereof in the future subject to restrictions imposed in connection with the award. During the three months ended March 31, 2016, the Company entered into an agreement with an executive officer whereby the Company granted 360,000 trigger price options to the participant with an aggregate fair value of $51,000. These options vest immediately provided that the Company’s per share stock price closed at or above the applicable trigger prices detailed in the table below for twenty (not necessarily consecutive) business days after the grant date and prior to December 31, 2017. The following table details the trigger price options granted during the three month period ended March 31, 2016: Options Granted Trigger Price Exercise price Tranche 1 60,000 $ 6.00 $ 5.25 Tranche 2 120,000 $ 10.00 $ 7.50 Tranche 3 180,000 $ 13.50 $ 10.00 Compensation expense is recognized over a service period of two years. For the three months ended March 31, 2016, compensation expense for trigger price options was $69,000. We have determined the fair value of the options as of the grant date using a Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that market conditions will be achieved. As of March 31, 2016, there was $187,000 of unrecognized compensation cost related to trigger price options which will be fully recognized by August 31, 2017. Restricted Stock Awards Restricted shares awarded under the 2007 Plan entitle the shareholder the right to vote the restricted shares, the right to receive and retain cash dividends paid or distributed with respect to the restricted shares, and all other rights as a holder of outstanding shares of the Company’s common stock. During 2014, the Company awarded 125,000 performance-based restricted shares to an executive officer that vest over a period of two years. In order for these performance awards to vest, certain objectives and conditions must be met. Upon achieving the performance condition, the non-vested performance awards partially vest on the first anniversary as defined in the executive’s employment agreement and the remainder on the second anniversary. The executive does not need to remain employed with the Company for the awards to vest. During 2015, the Company awarded 25,000 performance-based restricted shares to the same executive officer. The Company did not award any performance-based restricted stock during the three months ended March 31, 2016. Compensation expense for restricted stock awards is recognized over the requisite service period of two years and will be adjusted in subsequent reporting periods if the assessed probability or estimated level of achievement of the performance goals changes. For the three months ended March 31, 2016 and 2015, compensation expense was $10,000 and $27,000, respectively. Considerable judgment is required in assessing the probability and estimated level of achievement of the performance goals. Accordingly, use of different assumptions or estimates could result in different compensation expense. The Company recognizes share-based compensation on a graded or straight-line basis depending on the terms of the award. As of March 31, 2016, there was $30,000 of unrecognized compensation cost related to unvested restricted stock awards which will be fully recognized by December 31, 2016. Restricted Stock Units Restricted stock units (“RSUs”) awarded under the 2007 Plan entitle the shareholder the right to receive common stock or the value thereof in the future subject to restrictions imposed in connection with the award. During the three months ended March 31, 2016, the Company entered into agreements with several executive officers and employees whereby the Company may grant up to 267,000 RSUs based upon the achievement of certain performance-based goals at the discretion of our Compensation Committee. In order for these RSUs to be granted, the Company’s annual revenue and adjusted earnings before interest, depreciation, amortization, and income tax expense (“Adjusted EBITDA”) must exceed a minimum amount; depending upon the Company’s actual annual revenue and Adjusted EBITDA, additional restricted stock may be earned up to a maximum amount. Upon achievement of the performance condition, the non-vested performance awards will vest immediately. Compensation expense for restricted stock units is recognized over the requisite service period of five quarters and will be adjusted in subsequent reporting periods if the estimated level of achievement of the performance goals changes. For the three months ended March 31, 2016 and 2015, compensation expense for RSUs was $54,000 and $18,000, respectively, which is based on management’s estimated level of achievement of the performance goals. Achievement of this estimated level of performance would result in the grant of 80,000 restricted stock units. Considerable judgment is required in assessing the estimated level of achievement of the performance goals. Accordingly, use of different assumptions or estimates could result in different compensation expense. As of March 31, 2016, there was $212,000 of unrecognized compensation cost related to RSUs which will be fully recognized by March 31, 2017. During the three months ended March 31, 2016, the Company also granted an executive officer and an employee 52,000 RSUs, which vested immediately. The total compensation cost recognized for these RSUs during this period was $159,000. During the three months ended March 31, 2016, the Company recognized compensation cost of $154,000 related to awards granted to the Board of Directors in 2015, of which 25% of the RSUs subject to the award vest each quarter such that all RSUs are vested by November 30, 2016. During the three months ended March 31, 2015, the Company recognized compensation costs of $18,000. As of March 31, 2016, there was $380,000 of unrecognized compensation cost related to these RSUs, which will be fully recognized by November 30, 2016. Stockholder Rights Plan In July 2007, the Company adopted a stockholder rights plan. The rights accompany each share of common stock of the Company and are evidenced by ownership of common stock. The rights are not exercisable except upon the occurrence of certain takeover-related events. Once triggered, the rights would entitle the stockholders, other than a person qualifying as an “Acquiring Person” pursuant to the rights plan, to purchase additional common stock at a 50% discount to their fair market value. The rights issued under the rights plan may be redeemed by the board of directors at a nominal redemption price of $0.001 per right, and the board of directors may amend the rights in any respect until the rights are triggered. |