Share Based and Other Compensation | 6 Months Ended |
Jun. 30, 2014 |
Share Based and Other Compensation [Abstract] | ' |
SHARE BASED AND OTHER COMPENSATION | ' |
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NOTE 13 - SHARE BASED AND OTHER COMPENSATION |
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Share-Based Compensation |
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In September 2012, the Company adopted the 2012 Equity Incentive Plan (the “EIP”). The EIP was amended by the stockholders on June 27, 2013 to increase the number of shares of Common Stock available for grant under the EIP from 900,000 shares to 1,800,000 shares and again on November 13, 2013 to increase the number of shares of Common Stock available for grant under the EIP from 1,800,000 shares to 6,800,000 shares and to increase the number of shares of Common Stock eligible for grant under the EIP in a single year to a single participant from 1,000,000 shares to 3,000,000 shares. Each member of the board of directors and the management team has been periodically awarded restricted stock grants, and in the future will be awarded such grants under the terms of the EIP. |
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The costs of employee services received in exchange for an award of equity instruments are based on the grant-date fair value of the award, recognized over the period during which an employee is required to provide services in exchange for such award. |
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During the six months ended June 30, 2014, the Company granted 229,150 shares of restricted common stock to employees, directors and consultants, and 400,000 shares of restricted common stock and stock options that had previously been granted under the EIP were forfeited in connection with the termination of certain employees, directors and consultants. |
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The Company recognized a stock compensation expense, for the six months ended June 30, 2014, of approximately $0.20 million and a credit to expense of $0.11 million for cancelled shares for the six months ended June 30, 2014. |
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Stock Options |
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A summary of stock options activity for the six months ended June 30, 2014 is presented below: |
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| | Stock | |
Options |
Outstanding at December 31, 2013 | | | 3,800,000 | |
Granted | | | 1,500,000 | |
Exercised, forfeited, or expired | | | (400,000 | ) |
Outstanding at June 30, 2014 | | | 5,100,000 | |
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In June 2013, the Company entered into employment agreements with W. Phillip Marcum and A. Bradley Gabbard for non-cash compensation which consisted of each individual receiving 300,000 stock options of which 100,000 vested immediately and 200,000 were scheduled to vest over the following 2 years. The options had a five-year life and an exercise price of $1.60. The 600,000 stock options were valued at $0.52 million on date of grant. During the year ended December 31, 2013, the Company recognized $0.27 million as non-cash compensation expense and $0.25 million to be amortized over the remaining vesting period. In April 2014, Mr. Marcum resigned from his role as CEO, entering into a severance agreement pursuant to which, among other things, the 200,000 options that had been unvested at the time of his termination became immediately vested. The Company reversed the 200,000 unvested options valued at $0.07 million, and reissued fully vested options, which it valued utilizing the Black Scholes Lattice model at $0.41 million. |
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In May 2014, in connection with his resignation as Chief Financial Officer (“CFO”), A. Bradley Gabbard forfeited 200,000 options that were unvested at the time of his termination. The Company recorded a reversal of $0.08 million. Both Mr. Marcum and Mr. Gabbard forfeited their respective 68,750 shares of unvested restricted stock, for which the Company recorded a reversal of $0.10 million. |
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Employment Agreements |
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Executive Compensation for Abraham Mirman |
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The Company is party to an employment agreement with its CEO, Abraham Mirman (the “Mirman Agreement”). The Mirman Agreement, as amended, provides for an incentive bonus package that, depending upon the relative performance of the Company’s Common Stock compared to the performance of stocks of certain peer group companies as measured from Mr. Mirman’s initial date of employment through December 31, 2015, may result in a cash bonus payment to Mr. Mirman of up to 3.0 times his base salary. In addition, in connection with the Mirman Agreement, Mr. Mirman was granted options to purchase up to 2,000,000 shares of Common Stock, subject to vesting when the value of the Common Stock reaches certain thresholds. The incentive bonus is recorded as a liability and will be valued every quarter. The Company engaged a third party to complete a valuation of this conversion liability. The Company recorded an expense of $0.03 million for the six months ended June 30, 2014, which resulted in a total liability of $0.03 million. We valued the option bonus and stock option grant utilizing a third party valuation expert and valued the option bonus and stock option grant for $0.65 million, to be amortized over the term of the employment contract. During the three months and six months ended June 30, 2014, the Company amortized $0.13 million and $0.25 million, respectively. (See Note 12-Share Based and Other Compensation.) As of October 7, 2014, Mr. Mirman reached the $30.0 million recapitalization provision within his employment contract which immediately triggered the vesting of 600,000 options. |
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Board of Directors |
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In October 2013, the Company granted each of its independent directors 200,000 non-statutory options to purchase Common Stock at an exercise price of $2.05, equal to the closing price at October 24, 2013. The options vest one-third for the next three years on the anniversary grant date. The value of the 600,000 options at grant date was $0.64 million and will be amortized over the vesting period. |
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In June 2013, each director also agreed to receive 31,250 shares of restricted Common Stock in lieu of a portion of his cash compensation, to vest on April 15, 2014. During the three and six months ended June 30, 2014, the Company recognized $0.05 million and $0.11 million, respectively, in compensation expense related to this issuance. |
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Robert A. Bell |
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In April 2014, in connection with the appointment of Robert A. Bell as our President and Chief Operating Officer, the Company entered an employment agreement with Mr. Bell, which provided for the issuance of 100,000 shares of Common Stock, of which 1/3 vested immediately and the balance was scheduled to vest over three years, subject to certain conditions. In addition, the employment agreement provided that Mr. Bell would receive an equity incentive bonus consisting of a non-statutory stock option to purchase up to 1,500,000 shares of Common Stock subject to Mr. Bell’s continued employment and the Company’s achievement of certain pre-defined production thresholds. The Company received independent valuations of the i) option bonus to purchase 1,500,000 shares of Common Stock; and ii) the incentive bonus. The option to purchase 1,500,000 shares was valued at $1.29 million to be amortized over the life of the employment agreement. During the three months ended June 30, 2014, the Company recorded an expense for the incentive bonus of $0.07 million, and recorded a liability for the incentive bonus of $0.30 million. On August 1, 2014, in connection with the termination of Mr. Bell’s employment, the Company entered into a separation agreement with Mr. Bell. (See Note 14 - Subsequent Events.) |
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Separation Agreements |
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W. Phillip Marcum |
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In April 2014, the Company entered into a separation agreement (the “Marcum Agreement”) with W. Phillip Marcum in connection with his resignation from his positions with the Company. |
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The Marcum Agreement provides, among other things, that, consistent with his resignation for good reason under his Employment Agreement, the Company will pay Mr. Marcum 12 months of severance through payroll continuation, in the gross amount of $220,000, less all applicable withholdings and taxes, that all stock options held by Mr. Marcum as of the time of his termination will immediately vest, and that Mr. Marcum would remain eligible to receive any performance bonus granted by the Company to its senior executives with respect to Company and/or executive performance in 2013. In addition, the Marcum Agreement provides that the Company will pay Mr. Marcum $150,000 in accrued base salary for his service in 2013, less all applicable withholdings and taxes, in exchange for Mr. Marcum’s forfeiture of the 93,750 shares of unvested restricted Common Stock of the Company that was issued to Mr. Marcum in June 2013 in lieu of such base salary. Mr. Marcum may elect to apply amounts payable under the Marcum Agreement against his commitment to invest $125,000 in the January 2014 Private Placement, upon shareholder approval of the participation of the Company’s officers and directors in that offering. The Marcum Agreement also contains certain mutual non-disparagement covenants, as well as certain mutual confidentiality, non-solicitation and non-compete covenants. In addition, Mr. Marcum and the Company each mutually released and discharged all known and unknown claims against the other and their respective representatives that they had or presently may have, including claims relating to Mr. Marcum’s employment. The Marcum Agreement effectively terminated the previously disclosed employment agreement entered into between Mr. Marcum and the Company, dated as of June 25, 2013. |
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A summary of restricted stock grant activity for the six months ended June 30, 2014 is presented below: |
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| | Shares | |
Balance outstanding at December 31, 2013 | | | 2,024,375 | |
Granted | | | 212,750 | |
Vested | | | (150,459 | ) |
Expired/ cancelled | | | (174,585 | ) |
Balance outstanding at June 30, 2014 | | | 1,912,081 | |
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As of June 30, 2014, total unrecognized compensation cost related to unvested stock grants was approximately $0.58 million, which is expected to be recognized over a weighted-average remaining service period of 3 years. |
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Other Compensation |
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We sponsor a 401(k) savings plan. All regular full-time employees are eligible to participate. We make contributions to match employee contributions up to 5% of compensation deferred into the plan. The Company made cash contributions of $0.01 million and $0.02, respectively, for the three and six months ended June 30, 2014. |