EQUITY | NOTE 6 — EQUITY Redeemable Non-controlling Interests Immediately following the IPO, each LLC Interest held by the Continuing iPic Equity Owners is redeemable, at the election of such members, for, at the option of the majority of the Company’s Board of Directors, newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Interest redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). If iPic decides to make a cash payment, the Continuing iPic Equity Owners have the option to rescind the redemption request within a specified time period. Upon the exercise of the redemption right, the redeeming member will surrender its LLC Interests to Holdings for cancellation. If iPic does not make an election between share or cash settlement within a prescribed period, then it is deemed to have elected share settlement. Holders of the Class B Common Stock are not entitled to distributions or dividends, whether cash or stock, and have no economic interest in iPic Entertainment Inc. Holders of Class B Common Stock are entitled to cast one vote per share, with the number of shares of Class B Common Stock held by each Continuing iPic Equity Owner equivalent to the number of LLC Interests held by such Continuing iPic Equity Owner. As of June 30, 2018, the non-controlling interests were considered to be redeemable, and therefore as of the balance sheet date, the Company adjusted the value of the interests to the full redemption amount. As noted in the Holdings LLC agreement, the redemption amount is based on the volume weighted average market price (“VWAMP”) of the Class A shares of iPic Entertainment Inc. for the last five days of the period prior to redemption. At June 30, 2018, the VWAMP was approximately $7.99 resulting in a redemption amount of approximately $79,315. The Company has recorded the difference between the carrying amount of non-controlling interests and the current redeemable value, $162,624, as an increase to redeemable non-controlling interests and a corresponding decrease to additional paid-in capital. Private Placement On February 1, 2018, the Company closed a private placement of $2,500 from an affiliate of one of its existing investors, Regal Cinemas, which had previously invested $12,000 in April 2017. 2017 Equity Incentive Plan In connection with the IPO and related transactions, the iPic-Gold Class Entertainment, LLC 2017 Equity Incentive Plan (or the “2017 Equity Incentive Plan”), was migrated to iPic Entertainment Inc. and any awards granted under the 2017 Equity Incentive Plan were converted into options to acquire Class A Common Stock of iPic. Under the plan, equity awards may be made in respect of 1,600,000 iPic shares, and the number of authorized shares is subject to automatic increases which begin in fiscal year 2019. Under the 2017 Equity Incentive Plan, awards may be granted in the form of options, restricted stock, restricted stock units, stock appreciation rights, performance awards, dividend equivalent rights and share awards. As of June 30, 2018, iPic Entertainment Inc had granted 955,300 Non-Qualified Options with an exercise price of $18.13 per share. The migration of the 2017 Equity Incentive Plan did not result in any changes to the terms and conditions, therefore no modification was deemed to have occurred. Each Incentive Option and Non-Qualified Option (as defined by Section 422 of the Internal Revenue Code of 1986, collectively “Options”) contains the following material terms: (i) the exercise price, which shall be determined by the Committee at the time of grant, shall not be less than the greater of (i) the par value of the stock and (ii) 100% of the Fair Market Value (defined as the closing price at the close of the primary trading session of the units on the date immediately prior to the date of the grant on the principal national security exchange on which the common stock is listed or quoted, as applicable) of the common stock of the Company, provided (ii) the term of each Option shall be fixed by the Committee, provided provided further (iii) subject to acceleration in the event of a Change of Control of the Company (as further described in the Plan), the period during which the Options vest shall be designated by the Committee; (iv) no Option is transferable and each is exercisable only by the recipient of such Option except in the event of the death of the recipient; (v) to the extent that the aggregate Fair Market Value of Incentive Options granted under the Plan are exercisable by a participant for the first time during any calendar year exceeds $100, such Incentive Options shall be treated as Non-Qualified Options; and (vi) with respect to Options granted to a director, the aggregate number of shares that may be issued under the Plan in any calendar year to an individual Director may not exceed that number of shares representing a Fair Market Value equal to the positive difference, if any, between $300, and the aggregate value of any annual cash retainer paid to the director. Incentive stock options The following is a summary of the Company’s Non-Qualified Options (as defined by Section 422 of the Internal Revenue Code of 1986, “Options”) activity: Options Weighted Average Grant Date Fair Value Per Option Weighted Average Exercise Price per Option Outstanding - December 31, 2017 955,300 $ 4.58 $ 18.13 Exercisable - December 31, 2017 - $ - $ - Granted - - - Exercised - - - Forfeited/Cancelled - - - Outstanding – June 30, 2018 955,300 $ 4.58 $ 18.13 Exercisable – June 30, 2018 10,300 $ 4.58 $ 18.13 As at June 30, 2018, the weighted average remaining contractual term of Options outstanding was 9.75 years. At June 30, 2018, the total intrinsic value of the Options outstanding was $0. A total of 10,300 Options were vested as of June 30, 2018. The Company recognized an aggregate of $602 and $0 in compensation expense during the six months ended June 30, 2018 and 2017, respectively, related to the Options. For the three months ended June 30, 2018 and 2017 the Company recognized an aggregate of $269 and $0 in compensation expense, respectively, related to the Option awards. At June 30, 2018, unrecognized stock-based compensation was $3,794 for the Options. The fair value of the Options issued during the year ended December 31, 2017 were estimated using a Black-Scholes Options Pricing Model. For clarity, the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded and therefore the expected option term is calculated based on the simplified method, which results in an expected term based on the midpoint between the vesting date and the contractual term of the option. Restricted stock units On December 6, 2017 iPic granted 483,864 Restricted Stock Units (“RSUs”) to our named executive officers and certain other employees. The awards contained no future service requirement and fully vested when the IPO occurred. Therefore, on February 1, 2018, the Company recognized compensation expense related to these RSUs of approximately $8,235. The average grant date fair value of the RSUs was $17.02. At June 30, 2018 there was no unrecognized compensation costs related to the RSUs. The RSUs will remain outstanding until the issuance of Class A shares on the different settlement dates. On May 15, 2018 247,755 of the RSUs were exchanged for Class A shares. On June 29, 2018 14,770 of the RSUs were exchanged for Class A shares. The remaining 221,339 RSUs will be exchanged for Class A shares on May 15, 2019. Stock issuance On June 29, 2018, the Company issued 45,849 unrestricted Class A common stock to the independent directors for director fees. The fair value of the award was $370, of which 50% of this amount has been recognized as director fees for the past 6 months of service. The remaining deferred portion will be recognized over the next six months of the year. |