SHARE-BASED COMPENSATION and STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2014 |
SHARE-BASED COMPENSATION and STOCK OPTIONS | ' |
SHARE-BASED COMPENSATION and STOCK OPTIONS | ' |
NOTE 6 — SHARE-BASED COMPENSATION and STOCK OPTIONS |
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The Company granted restricted Class A Membership Interests awards to board members in exchange for services. These membership interests awards were originally scheduled to vest over a period of 3 or 4 years, with the first year beginning on the date the member joined the board. Accelerated vesting will occur upon a change of control or other business combination. The fair value of the membership interests granted was equal to the per-membership interest value of the most recent private placement ($50 |
per membership interest). In December 2013, the Company received resignation letters from six members of the board of directors and the continuing members of the board of directors authorized accelerated vesting of their Class A Membership Interests. The Company issued 20,333 Class A Membership Interests in connection with both the accelerated and annual vesting of the awards and recorded compensation expense in the amount of $693,750 associated with this accelerated vesting. Total compensation expense in the amount of $25,000 and $116,667 has been recorded as director fees for the three months ended September 30, 2014 and 2013, respectively, and $100,000 and $277,083 for the nine months ended September 30, 2014 and 2013, respectively. |
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In July 2014, a member of the board of directors resigned, resulting in the forfeiture of 21,000 shares of restricted common stock. The resignation and forfeiture resulted in the Company reducing previously recorded compensation expense by $29,167 for the three and nine months ended September 30, 2014. |
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The following table summarizes the non-vested Class A Membership Interests at September 30, 2014 giving effect to the corporate conversion and the associated activity: |
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| | Class A | | | | |
| | Membership Interests | | | | |
| | converted to Common Stock 7:1 ratio | | | | |
Nonvested at January 1, 2013 | | 111,986 | | | | |
Granted | | 112,000 | | | | |
Vested | | (146,986 | ) | | | |
Nonvested at December 31, 2013 | | 77,000 | | | | |
Granted | | — | | | | |
Forfeited | | (21,000 | ) | | | |
Vested | | (14,000 | ) | | | |
Nonvested at September 30, 2014 | | 42,000 | | | | |
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In December 2013, 1,000 Membership Interests were issued to a member of board of directors which did not vest until February 2014. |
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As of September 30, 2014, there was $245,833 of total unrecognized compensation cost related to these awards. That cost is expected to be recognized over a weighted average period of 2.5 years. |
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In November 2013, the board of directors adopted the 2013 Equity Incentive Plan. The plan became effective as of the completion of the corporate conversion and the closing of the IPO. The Equity Incentive Plan reserves an aggregate number of common shares equal to 20% of the issued and outstanding common stock. The purpose of the plan is to attract and retain directors, officers, and employees whose services are considered valuable to the Company. |
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In March 2014, effective at the closing of the Company’s IPO, the Company granted stock options to purchase 853,787 common shares (10% of the common stock outstanding) to four of its executives. The options were issued pursuant to the 2013 Equity Incentive Plan at an exercise price of $13.93 and vest over thirty-six (36) equal monthly installments. In April 2014, an employee received 7,500 stock options at an exercise price of $10.46 vesting over a three (3) year period. Compensation expense associated with these awards is recognized over the vesting period based on the fair value of the option at the grant date determined based on the Black-Scholes model. Option valuation models require the input of highly subjective assumptions including the expected price volatility. The Company’s employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. Because there is no public market for the Company’s stock options and very little historical experience with the Company’s stock, similar public companies were used for comparison and expectations as to assumptions required for fair value computation using the Black-Scholes methodology. |
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The Company determined the fair value of the option awards using the Black-Scholes option pricing model and the following weighted average assumptions: |
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| | Nine Months Ended | | | | |
| | September 30, 2014 | | | | |
Expected term | | 4.3 years | | | | |
Volatility | | 59.6 | % | | | |
Dividend yield | | 0 | % | | | |
Risk free interest rate | | 1.23 | % | | | |
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ASC 718 requires stock compensation expense to be recorded net of estimated forfeitures. The Company currently estimates there will be no forfeitures of options. |
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A summary of the Company’s stock option activity is as follows: |
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| | Nine Months Ended | | Weighted Average | |
| | September 30, 2014 | | Exercise Price | |
Outstanding at the beginning of the period | | — | | | |
Granted | | 861,287 | | $ | 13.90 | |
Forfeited | | — | | | |
Outstanding at the end of the period | | 861,287 | | $ | 13.90 | |
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Compensation expense relating to options for the three months ended September 30, 2014 and 2013 was $421,697 and $0, respectively, and $900,782 and $0 for the nine months ended September 30, 2014 and 2013, respectively. The total compensation expense not yet recognized as of September 30, 2014 was $4,159,580. The weighted average vesting period over which the total compensation expense will be recorded related to unvested options not yet recognized as of September 30, 2014 was approximately 2.46 years. The weighted average grant date fair value is $5.88. The intrinsic value of the stock options as of September 30, 2014 was $0, with a remaining weighted average contractual life of 5.99 years. |
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