Deferred Compensation Awards | 11 . DEFERRED COMPENSATION AWARDS Stock-based compensation — Stock-based compensation related to option awards is measured based on the fair value of the award. The fair value of stock option awards is determined using a Black-Scholes option-pricing model. We recognize compensation expense associated with the options over the vesting period. At March 31, 2016 and December 31, 2015, there were options to acquire 47,422 shares of common stock of GWRI outstanding, adjusting for the 100.68 to 1.00 stock split effected on April 28, 2016. See Note 14. The options were all vested and exercisable as of each date. The stock options have a remaining contractual life of approximately 2.5 years and have a split-adjusted exercise price of $8.65 per share. GWRC stock option grant – In January 2012, GWRC’s Board of Directors granted options to acquire 385,697 GWRC common shares to nine employees of GWRI in lieu of paying cash bonuses for 2011. The options vested in equal installments over the eight quarters of 2012 and 2013, with exercise prices of C$7.50 and C$4.00 per share and expired in January 2016. We accounted for the GWRC stock option grant in accordance with ASC 323. The Company remeasured the fair value of the award at the end of each period until the options fully vested as of December 31, 2013. In the third quarter of 2015, 59,636 GWRC options were exercised by two individuals. As of March 31, 2016, zero GWRC options were outstanding compared to 209,591 as of December 31, 2015, which expired in January 2016. Total GWRC stock options forfeited due to attrition or the sale of GWM totaled 116,470. There was no stock-based compensation expense recorded for the three months ended March 31, 2016 and 2015. Phantom stock compensation – On December 30, 2010, we adopted a phantom stock unit plan authorizing the directors of the Company to issue phantom stock units (‘‘PSUs’’) to our employees. The value of the PSUs issued under the plan tracked the performance of GWRC’s shares and gave rise to a right of the holder to receive a cash payment the value of which, on a particular date, was the market value of the equivalent number of shares of GWRC at that date. The issuance of PSUs as a core component of employee compensation was intended to strengthen the alignment of interests between the employees of the Company and the shareholders of GWRC by linking their holdings and a portion of their compensation to the future value of the common shares of GWRC. On December 30, 2010, 350,000 PSUs were issued to members of management, with an initial value of approximately $2.6 million. The PSUs were accounted for as liability compensatory awards under ASC 710, Compensation – General In January 2012, 135,079 additional PSUs were issued to nine members of management as a reward for performance in 2011. The PSUs issued to management vested ratably over 12 consecutive quarters beginning January 1, 2012 and were accounted for as liability compensatory awards similar to the PSUs issued in December 2010. These PSUs were remeasured each period and a liability was recorded equal to GWRC’s closing share price on the period end date multiplied by the number of units vested. For the three months ended March 31, 2015, the payment of $38,000 was paid to the holders for these vested PSUs. As of March 31, 2016, no additional PSUs issued in 2012 remain outstanding. During the first quarter of 2013, 76,492 PSUs were issued to nine members of management as a reward for performance in 2012. The PSUs issued to management vest ratably over 12 consecutive quarters beginning January 1, 2013 and are accounted for as liability compensatory awards similar to the PSUs issued in December 2010 and January 2012. These PSUs were remeasured each period and a liability was recorded equal to GWRC’s closing share price on the period end date multiplied by the number of units vested. As of March 31, 2016, none of these PSUs issued in 2013 remain outstanding. For the three months ended March 31, 2016 and March 31, 2015, $29,000, and $25,000 was paid to the holders for these vested PSUs, respectively. During the first quarter of 2014, 8,775 PSUs were issued to three members of management as a reward for performance in 2013. These PSUs vest ratably over 12 consecutive quarters beginning January 1, 2014 and are accounted for a liability compensatory awards. As of March 31, 2016, 1,485 of these PSUs remain outstanding. For the three months ended March 31, 2016 and March 31, 2015, $2,000 was paid to holders for these vested PSUs. During the first quarter of 2015, 28,828 PSUs were issued to two members of management as a reward for performance in 2014. These PSUs vest ratably over 12 consecutive quarters beginning January 1, 2015 and are accounted for as liability compensatory awards. As of March 31, 2016, 19,219 of these PSUs remain outstanding. For the three months ended March 31, 2016 and March 31, 2015, $13,000, and zero was paid to holders for these vested PSUs, respectively. During the first quarter of 2016, 34,830 PSUs were issued to two members of management as a reward for performance in 2015. These PSUs vest ratably over 12 consecutive quarters beginning January 1, 2016 and are accounted for as liability compensatory awards. As of March 31, 2016, all of these PSUs remain outstanding. For the three months ended March 31, 2016 and March 31, 2015, zero was paid to holders for these vested PSUs. As a result of the merger of GWRC into GWRI and the U.S. IPO, the PSUs will now track to the performance of the Company’s shares. The vesting of the awards has not changed. Stock appreciation rights compensation – SARs historically were accounted for as liability compensatory awards under ASC 710, Compensation – General, valued using the intrinsic value method, as permitted by ASC 718 for nonpublic entities, with changes to the value of the SARs recognized as compensation expense at each quarterly reporting date. Upon becoming a public company, as defined in ASC 718, in the first quarter of 2016, the Company was required to change its methodology for valuing the SARs. While the SARs will continue to be re-measured at each quarterly reporting date, the SARs are required to be accounted for prospectively at fair value using a fair value pricing model, such as Black-Scholes. The Company recorded the impact of the change in valuation methods as a cumulative effect of a change in accounting principle, as permitted by ASC 250. The effect of the change increased the SAR liability by $103,000 which was the difference in compensation cost measured using the intrinsic value method and the fair value method. An equal and offsetting change to accumulated deficit in the consolidated balance sheet was recorded with the revaluation. Any future changes in fair value will be recorded as compensation expense in the consolidated statement of operations. In January 2012, in an effort to reward employees for their performance in 2011 as well as to recognize performance since 2007, the last year the Company paid bonuses prior to that time, we adopted a stock appreciation rights plan authorizing the directors of the Company to issue SARs to our employees. The value of the SARs issued under the plan tracked the performance of GWRC’s shares. Each holder of the January 2012 award had the right to receive a cash payment amounting to the difference between C$4.00 per share (the “exercise price”) and the closing price of GWRC’s common shares on the exercise date, provided that the closing price was in excess of C$4.00 per share. In total, 152,091 SARs were issued to employees below the senior management level, and zero remain outstanding as of March 31, 2016. The SARs vested in equal installments over the four quarters of 2012 and expired four years after the date of issuance. Holders of SARs could exercise their awards once they vested. Individuals who voluntarily or involuntarily leave the Company forfeit their rights under the awards. For the three months ended March 31, 2016, zero was paid to holders for these vested SARs. For the three months ended March 31, 2015, $18,000, was paid to holders for these vested SARs. In the third quarter of 2013, the Company granted 100,000 SARs to a key executive of the Company. These SARs vest ratably over sixteen quarters from the grant date and give the employee the right to receive a cash payment amounting to the difference between the C$2.00 (USD $1.59) per share exercise price and the closing price of GWRC’s common shares on the exercise date, provided that the closing price is in excess of C$2.00 (USD $1.59) per share. The exercise price was determined by taking the weighted average share price of the five days prior to July 1, 2013. As of March 31, 2016, 92,500 of these SARs remain outstanding. For the three months ended March 31, 2016, zero was paid to the holder for these vested SARs. In the fourth quarter of 2013, the Company granted 100,000 SARs to a newly hired officer of the Company. These SARs vest ratably over sixteen quarters from the grant date and give the employee the right to receive a cash payment amounting to the difference between C$3.38 (USD $2.69) per share exercise price and the closing price of GWRC’s common shares on the exercise date, provided that the closing price is in excess of C$3.38 (USD $2.69) per share. The exercise price was determined by taking the weighted average share price of the 30 days prior to November 14, 2013. As of March 31, 2016, 100,000 of these SARs remain outstanding. For the three months ended March 31, 2016 and March 31, 2015, zero was paid to the holder for these vested SARs. In the first quarter of 2015, the Company granted 299,000 SARs to seven members of management. These SARs vest ratably over 16 quarters from the grant date and give the employee the right to receive a cash payment amounting to the difference between the C$5.35 (USD $4.26) per share exercise price and the closing price of GWRC’s common shares on the exercise date, provided that the closing price is in excess of C$5.35 (USD $4.26) per share. The exercise price was determined to be the fair market value of one share of stock on the grant date of February 11, 2015. As of March 31, 2016, 299,000 of these SARs remain outstanding. For the three months ended March 31, 2016 and March 31, 2015, zero was paid to the holders for these vested SARs. In the second quarter of 2015, the Company granted 300,000 SARs to two key executives of the Company. These SARs vest over 16 quarters, vesting 20% per year for the first three years, with the remainder (40%) vesting in year four. The SARs give the employee the right to receive a cash payment amounting to the difference between the C$6.44 (USD $5.13) per share exercise price and the closing price of GWRC’s common shares on the exercise date, provided that the closing price is in excess of C$6.44 (USD $5.13) per share. The exercise price was determined to be the fair market value of one share of stock on the grant date of May 8, 2015. As of March 31, 2016, 300,000 of these SARs remain outstanding. For the three months ended March 31, 2016 and March 31, 2015, zero was paid to the holder for these vested SARs. As a result of the merger of GWRC into the Company and the U.S. IPO, the exercise prices for the preceding awards were translated to U.S. dollars using the prevailing noon-day Bank of Canada foreign exchange rate of USD$0.7969 per CAD$1.00 as measured on May 2, 2016, the day prior to the closing of the merger. The vesting of the awards has not changed. Subsequent to the merger, each SAR will provide the holder the right to receive a cash payment amounting to the difference between the per share exercise price and the closing price of GWRI’s common shares on the exercise date, provided that the closing price is in excess of exercise price per share. See Note 14. The Company recorded approximately $188,000 and $163,000 of compensation expense related to the PSUs and SARs for the three months ended March 31, 2016 and March 31, 2015, respectively. Based on GWRC’s closing share price on March 31, 2016, deferred compensation expense to be recognized over future periods is estimated for the years ending December 31 as follows (in thousands): Estimated future compensation expense PSUs SARs 2016 $ 134 $ 375 2017 125 428 2018 68 322 2019 — 37 2020 — — Total $ 327 $ 1,162 |