SHARE-BASED COMPENSATION and STOCK OPTIONS | NOTE 5 — SHARE-BASED COMPENSATION and STOCK OPTIONS Prior to the corporate conversion in March 2014, the Company granted awards of restricted Class A Membership Interests to board members in exchange for services. These membership interests awards were originally scheduled to vest over a period of either 3 or 4 years, with the first year beginning on the date the member joined the board. In each case, these membership interests involved accelerated vesting 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). Total compensation expense in the amount of $25,000 and $37,500 has been recorded as director fees for the three months ended June 30, 2015 and 2014, respectively, and $50,000 and $75,000 for the six months ended June 30, 2015 and 2014, respectively. The following table summarizes the non-vested Class A Membership Interests at June 30, 2015 giving effect to the corporate conversion and the associated activity for the year ended December 31, 2014 and the six months ended June 30, 2015: Class A Membership Interests converted to Common Stock 7:1 ratio Nonvested at January 1, 2014 Granted — Forfeited ) Vested ) Nonvested at December 31, 2014 Granted — Forfeited — Vested ) Nonvested at June 30, 2015 In December 2013, 1,000 Membership Interests were issued to a member of the board of directors which vested in February 2014. As of June 30, 2015, there was $170,833 of total unrecognized compensation cost related to these awards. That cost is expected to be recognized over a weighted average period of 1.75 years. 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. 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 its four 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, a new employee received 7,500 stock options at an exercise price of $10.46 vesting over a three (3) year period. In January 2015, the Company granted stock options to purchase 251,000 common shares to its five employees, outside directors, and certain non-employee consultants. The options were issued pursuant to the 2013 Equity Incentive Plan at an exercise price of $11.35, with one-half of the options vesting upon issuance and the balance vesting evenly over the subsequent 24 months. A portion of the January stock option grant, 35,000 options, was granted to non-employees for services rendered. As such, the Company expensed $353,150, the entire portion of those grants, at the grant date. 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 the price volatility assumptions required for fair value computation using the Black-Scholes methodology. The Company determined the fair value of the option awards using the Black-Scholes option pricing model and the following weighted average assumptions: Six Months Ended Six Months Ended June 30, 2015 June 30, 2014 Expected term 4.6 years 4.3 years Volatility % % Dividend yield % % Risk free interest rate % % ASC 718 requires stock compensation expense to be recorded net of estimated forfeitures. The Company currently estimates there will be no forfeitures of options. A summary of the Company’s stock option activity is as follows: Six Months Ended Weighted Average June 30, 2015 Exercise Price Outstanding at the beginning of the period $ Granted $ Forfeited — Outstanding and expected to vest at the end of the period $ Compensation expense relating to options for the three months ended June 30, 2015 and 2014 was $519,066 and $420,625, respectively, and $2,137,776 and $479,085 for the six months ended June 30, 2015 and 2014, respectively. The total compensation expense not yet recognized as of June 30, 2015 was $3,511,159. The weighted average vesting period over which the total compensation expense will be recorded related to unvested options not yet recognized as of June 30, 2015 was approximately 1.7 years. The weighted average grant date fair value is $6.27. The intrinsic value of the stock options as of June 30, 2015 was $360,820, with a remaining weighted average contractual life of 5.9 years. |