Share-Based Compensation | Note 14. Share-Based Compensation Overview of Plans Our outstanding share-based compensation awards have been issued under a succession of plans sponsored by various companies within our consolidation group, including, (i) the Amended and Restated 2018 Incentive Plan, which first became effective upon the Company’s initial public offering on October 22, 2018 (the "2018 Plan"), (ii) the Amended and Restated 2016 Equity Incentive Plan, which first became effective in February 2016 (the “2016 Plan”) and (iii) the 2018 Employee Share Purchase Plan, which became effective in September 2019 upon adoption and approval by the Company’s Board of Directors (the “ESP Plan”). 2016 Plan 2018 Plan ESP Plan percent of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower. Under applicable tax rules, an employee may purchase no more than $25,000 worth of ordinary shares, valued at the start of the purchase period, under the ESP Plan in any calendar year. There is no minimum holding period associated with shares purchased pursuant to this plan. An employee’s purchase rights terminate immediately upon termination of employment. Share-based Compensation The compensation cost, that has been charged against income for all incentive plans, excluding the ESP Plan, was $6.8 million for the year ended December 31, 2021 and $4.5 million for the year ended December 31, 2020. Share-Based Award Activity The following tables of share-based award activity are based on the historical activity of the continuing and discontinued operations of the Company on a combined basis. A summary of stock option activity granted under the 2016 Plan and the Amended 2016 Plan as of December 31, 2020, and changes during the year then ended is presented below: 2016 Plan - Share Options Weighted Weighted Average Average Number of Exercise Price Remaining Share Options Per Option Term Outstanding at January 1, 2020 2,959,886 $ 14.96 6.4 years Granted — — Exercised — — Expired / Forfeited (132,786) $ 15.21 Outstanding at December 31, 2020 2,827,100 $ 14.95 5.4 years Vested at December 31, 2020 2,099,950 $ 14.95 5.4 years Granted — — Exercised — — Expired / Forfeited (312,690) $ 14.95 Outstanding at December 31, 2021 2,514,410 $ 14.95 4.4 years Vested at December 31, 2021 2,514,410 $ 14.95 4.4 years There were no options granted during 2021 and 2020, respectively, under the 2016 Plan. The intrinsic value of options under the 2016 Plan outstanding at each of December 31, 2021 and 2020, was $0 . The fair value of options vested under the 2016 Plan during the years ended December 31, 2021 and 2020 were , respectively. A summary of option activity granted under the 2018 Plan as of December 31, 2021 and 2020, and changes during the year then ended is presented below: 2018 Plan - Share Options Weighted Weighted Average Average Remaining Number of Exercise Contractual Share Options Price Term Outstanding at January 1, 2020 134,200 $ 7.00 8.7 years Granted — — Exercised — — Expired / Forfeited (37,800) $ 7.00 Outstanding at December 31, 2020 96,400 $ 7.00 7.7 years Vested Options at December 31, 2020 — Granted 3,174,886 $ 1.80 Exercised — — Expired / Forfeited (88,850) $ 5.98 Outstanding at December 31, 2021 3,182,436 $ 1.84 9.8 years Vested Options at December 31, 2021 — — There were 3,174,886 and 0 options granted during 2021 and 2020, respectively, under the 2018 Plan. The intrinsic value of options under the 2018 Plan outstanding at each of December 31, 2021 and 2020, was . The weighted average fair value for the options granted during 2021 was . The fair value of options vested under the 2018 Plan during the years ended December 31, 2021 and 2020 were both , respectively. The fair value of option awards is estimated using the Black-Scholes option-pricing model. Exercise price of each award is generally not less than the per share fair value in effect as of that award date. The determination of fair value using the Black-Scholes model is affected by the Company’s share fair value as well as assumptions regarding a number of complex and subjective variables, including expected price volatility, risk-free interest rate and projected employee share option exercise behaviors. Year Ended December 31, 2021 Expected volatility 81 % Risk-free interest rate 1.25% - 1.29 % Expected dividend yield — % Expected life of options in years 6.08 - 6.25 The estimated fair value of the options is expensed over the requisite service period, which is generally the vesting period on a graded vesting basis. As of December 31, 2021 and 2020, there was years, respectively. For all periods prior to the IPO, our Board of Directors has determined the fair value of the common unit underlying our option with assistance from management and based upon information available at the time of grant. Prior to our IPO, given the absence of a public trading market for our common units, estimating the fair value of our common units was based on the actual operational and financial performance, current business conditions and discounted cash flow projections. The estimated fair value of our common units, prior to our IPO was adjusted for lack of marketability and control existing at the grant date. Restricted and Performance Stock Units On May 18, 2020 and May 20, 2020, the Company granted performance stock units (“PSUs”) under the 2018 Plan to certain key employees of the Company that gives holders the potential to receive a certain number of earned PSUs at the end of a pre-determined term. Unless earlier terminated, forfeited, relinquished or expired, the earned PSUs will vest in full on the vesting date, subject to the grantee remaining in continuous employment from the date of grant through the vesting date. The vesting date is the third anniversary from the grant date for the PSUs granted on May 18, 2020 and the fifth anniversary from the grant date for the PSUs granted on May 20, 2020. The number of PSUs that become earned PSUs as of the end of the performance period shall be equal to the number of PSUs multiplied by the applicable percentage based on Stock Price Hurdle attainment, as set forth in the PSU Award Agreement and 2018 Plan. The fair value of these market-based awards is estimated on the date of grant using a Monte Carlo simulation model with the following assumptions: Year Ended December 31, 2020 Expected volatility 90 % Risk-free interest rate .21% - .24 % Expected dividend yield — % Performance period in years 3.00 The Company estimates its expected volatility by using a combination of historical share price volatilities of similar companies within our industry. The risk-free interest rate assumption is based on observed interest rates for the appropriate term of the Company’s options on a grant date. The following table summarizes the information as of December 31, 2021 and activity during 2021 related to our PSUs: 2018 Plan - PSUs Weighted- Weighted- Average Remaining Number of Average Grant Contractual Term PSUs Date Fair Value (Years) Outstanding at January 1, 2020 — $ — — PSUs granted 825,997 4.99 — PSUs vested — — — PSUs forfeited (36,198) 4.90 — Outstanding at December 31, 2020 789,799 $ 4.99 3.01 PSUs granted — — — PSUs vested — — — PSUs forfeited (789,799) 4.99 — Outstanding at December 31, 2021 - $ — — Closing of the Legacy Business divestiture triggered acceleration of vesting of the PSUs, however the PSUs were automatically forfeited due to market conditions not being met in accordance with the 2018 Plan. The following table summarizes the information as of December 31, 2021 and activity during 2021 related to our RSUs: 2018 Plan - RSUs Weighted- Weighted- Number of Average Grant Average Remaining RSUs Date Fair Value Contractual Term Outstanding at January 1, 2020 1,434,233 $ 7.19 3.20 RSUs granted 976,429 4.46 — RSUs vested (300,788) 6.73 — RSUs forfeited (118,317) 6.07 — Outstanding at December 31, 2020 1,991,557 $ 5.99 2.11 RSUs granted 161,188 3.25 — RSUs vested (601,306) 6.05 — RSUs forfeited (199,164) 4.73 — Outstanding at December 31, 2021 1,352,275 $ 5.82 2.17 During 2021 and 2020 we granted restricted stock units, or RSUs, covering an equal number of our ordinary shares to employees and certain directors with a weighted average grant date fair value of $3.25 and $4.46, respectively. The fair value of RSUs are determined on the date of grant based on the market price of our ordinary shares as of that date. The fair value of the RSUs is recognized ratably over the vesting period of four years for employees and one years, respectively. ESP Plan The Company accounts for employee stock purchases made under its ESP Plan using the estimate grant date fair value in accordance with ASC 718. The purchase price discount and the look-back feature cause the ESP Plan to be compensatory and the Company to recognize compensation expense. Share compensation expense is recognized on a straight-line basis over the requisite service period. The Company recognized $134,077 and $113,860 of share compensation expense for the years ended December 31, 2021 and 2020, respectively. The Company values ESPP shares using the Black-Scholes model. As of December 31, 2021 and 2020, there were no unrecognized share compensation expense related to the ESP Plan. There were 76,432 and 51,905 ordinary shares issued under the ESP Plan during the years ended December 31, 2021 and 2020, respectively. On January 3, 2022, the Company issued 129,258 ordinary shares to the employees who participated in the ESP Plan during the offering period ended December 31, 2021. |