Mezzanine and Stockholders’ Equity

Mezzanine

As the redemption feature (see Note 2) of the shares is not solely within the control of APC, the equity of APC does not qualify as permanent equity and has been classified as noncontrolling interest in APC as mezzanine or temporary equity. APC’s shares are not redeemable and it is not probable that the shares will become redeemable as of March 31, 2020 and December 31, 2019.

Stockholders’ Equity

As of March 31, 2020, 302,732 holdback shares have not been issued to certain former NMM shareholders who were NMM shareholders at the time of closing of the merger between NMM and ApolloMed in December 2017 (the "Merger"), as they have yet to submit properly completed letters of transmittal to ApolloMed in order to receive their pro rata portion of ApolloMed common stock and warrants as contemplated under the merger agreement. Pending such receipt, such former NMM shareholders have the right to receive, without interest, their pro rata share of dividends or distributions with a record date after the effectiveness of the Merger. The consolidated financial statements have treated such shares of common stock as outstanding, given the receipt of the letter of transmittal is considered perfunctory and the Company is legally obligated to issue these shares in connection with the Merger.

See options and warrants section below for common stock issued upon exercise of stock options and stock purchase warrants.

Options

The Company’s outstanding stock options consisted of the following:



	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Options outstanding at January 1, 2020	607,346		$	9.22	3.42	$	5,600
Options granted	11,742		18.41		—	—
Options exercised	(100,000	)	2.10		—	1,600
Options forfeited	(12,228	)	17.57		—	—

Options outstanding at March 31, 2020	506,860		$	10.63	3.31	$	2,000

Options exercisable at March 31, 2020	375,960		$	6.25	2.11	$	2,000

During the three months ended March 31, 2020 and 2019, stock options were exercised for 100,000 and 6,000 shares, respectively, of the Company’s common stock, which resulted in proceeds of approximately $0.2 million and $27,000, respectively. The exercise price was $2.10 per share for the exercises during the three months ended March 31, 2020 and was $4.50 per share for the exercises during the three months ended March 31, 2019.

During the three months ended March 31, 2020 and 2019, no stock options were exercised pursuant to the cashless exercise provision.

During the three months ended March 31, 2020, the Company granted 11,742 five-year stock options to certain ApolloMed board members with an exercise price of $18.41, which were recognized at fair value, as determined using the Black-Scholes option pricing model and the following assumptions:



March 31, 2020	Board Members
Expected term	3.0 years
Expected volatility	90.01		%
Risk-free interest rate	1.43		%
Market value of common stock	$	10.56
Annual dividend yield	—		%
Forfeiture rate	—		%

Restricted Stock Awards

The Company grants restricted stock awards to employees which are earned based on service conditions. The grant date fair value of the restricted stock awards is that day's closing market price of the Company's common stock. During the three months ended March 31, 2020, the Company granted restricted stock awards totaling 97,447 shares with a weighted average grant date fair value of $17.58. The grant date fair value of the restricted stock was $1.6 million to be recognized on a straight-line basis over the awards' vesting period of three years.

During the three months ended March 31, 2020, the Company recorded approximately $0.9 million of share-based compensation expense associated with the issuance of restricted shares of common stock and vesting of stock options which is included in general and administrative expenses in the accompanying consolidated statements of income, respectively. Unrecognized compensation expense related to total share-based payments outstanding as of March 31, 2020 was $4.6 million.

The aggregate intrinsic value is calculated as the difference between the exercise price and the estimated fair value of common stock as of March 31, 2020.

Warrants

The Company’s outstanding warrants consisted of the following:



	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Warrants outstanding at January 1, 2020	3,154,590		$	9.96	2.01	$	26,700
Warrants granted	—		—		—	—
Warrants exercised	(51,601	)	9.50		—	400
Warrants expired/forfeited	—		—		—	—

Warrants outstanding at March 31, 2020	3,102,989		$	9.97	1.78	$	9,200



Exercise Price Per Share		Warrants Outstanding	Weighted Average Remaining Contractual Life	Warrants Exercisable	Weighted Average Exercise Price Per Share
$	9.00	919,048	0.54	919,048	$	9.00
10.00		1,367,451	2.06	1,367,451	10.00
11.00		816,490	2.69	816,490	11.00

$ 9.00 –11.00		3,102,989	1.78	3,102,989	$	9.97

During the three months ended March 31, 2020 and 2019, common stock warrants were exercised for 51,601 and 11,516 shares, respectively, of the Company’s common stock, which resulted in proceeds of approximately $0.5 million and $0.1 million, respectively. The exercise price ranged from $9.00 to $11.00 per share for the exercises during the three months ended March 31, 2020 and 2019, respectively.

Treasury Stock

APC owned 17,307,214 and 17,290,317 shares of ApolloMed’s common stock as of March 31, 2020 and December 31, 2019, which are legally issued and outstanding but excluded from shares of common stock outstanding in the consolidated financial statements, as such shares are treated as treasury shares for accounting purposes (see Note 1).

During the year ended December 31, 2019, APC established a brokerage account to invest excess capital in the equity market. The brokerage account is managed directly by an independent investment committee of the APC board, of which Dr. Kenneth Sim and Dr. Thomas Lam have been excluded. As of March 31, 2020, the brokerage account only held shares of ApolloMed, as such the brokerage account totaling $7.6 million has been recorded as treasury shares.

Dividends

During the three months ended March 31, 2020 and 2019, APC declared dividends of $10.0 million, respectively.