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STOCKHOLDERS’ EQUITY
9 Months Ended
Sep. 30, 2019
STOCKHOLDERS’ EQUITY  
STOCKHOLDERS’ EQUITY

6.            STOCKHOLDERS’ EQUITY

As of September 30, 2019, the Company had 66,476,020 shares of common stock issued and 64,690,075 shares outstanding.

Our shareholder approved equity plans described below are administered under our 2013 Stock Option Plan and our 2015 Equity Incentive Plan. The purpose of the equity plans is to retain the services of valued employees, directors, officers, agents, and consultants and to encourage such persons with an increased initiative to make contributions to our company and motivate excellent performance.

Agent Equity Program

The Company provides agents and brokers the opportunity to elect to receive 5% of commissions earned from each completed residential real estate transaction in the form of common stock. The shares are issued at a 20% discount to market on the date of issuance. The issued shares have no future service requirement. We recognize this 20% discount as an additional commissions and other agent-related costs.

During the three months ended March 31, 2019 and 2018, the Company issued 620,287 and 208,324 shares of common stock, respectively, to agents and brokers for total consideration of $6,210,293 and $2,370,004, respectively, for the settlement of commissions payable.

During the three months ended June 30, 2019 and 2018, the Company issued 935,177 and 373,573 shares of common stock, respectively, to agent and brokers for total consideration of $10,233,913 and $5,277,346, respectively, for the settlement of commissions payable.

During the three months ended September 30, 2019 and 2018, the Company issued 1,252,540 and 407,201 shares of common stock, respectively, to agent and brokers for total consideration of $11,110,370 and $7,099,352, respectively, for the settlement of commissions payable.

Agent Growth Incentive Program

The Company administers an equity incentive program whereby agents and brokers become eligible to receive awards of the Company’s common stock through agent attraction and performance benchmarks. The incentive program encourages greater performance and awards agents with common stock based on achievement of performance milestones.  Awards generally vest after performance benchmarks are reached and three years of subsequent service is provided to the Company.

The fair value of stock awards is based on the closing price of our common stock on the applicable grant date. As of September 30, 2019, the Company had 1,790,622 unvested common stock awards and unrecognized compensation costs totaling $19,807,201. The cost is expected to be recognized over a weighted average period of 1.73 years. The stock compensation expense related to the agent growth incentive program is included in general and administrative expense on the Statement of Operations.

 

The following table illustrates the Company’s stock issuance activity for our agent growth incentive programs, for the following periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

Grant Date

 

    

Shares

    

Fair Value

Balance, December 31, 2017

 

 

3,059,065

 

$

7.60

Granted

 

 

2,380,100

 

 

11.59

Vested and issued

 

 

(889,769)

 

 

12.16

Forfeited

 

 

(676,519)

 

 

4.05

Balance, December 31, 2018

 

 

3,872,877

 

$

11.63

Granted

 

 

1,236,621

 

 

9.19

Vested and issued

 

 

(1,400,344)

 

 

11.20

Forfeited

 

 

(530,744)

 

 

3.13

Balance, September 30, 2019

 

 

3,178,410

 

$

11.26

 

Stock Option Awards

The fair value of the options issued was calculated using a Black-Scholes-Merton option-pricing model with the following assumptions:

 

 

Nine Months Ended September 30, 2019

Expected term

 

6.25 years

Expected volatility

 

122.60% - 127.93%

Risk-free interest rate

 

1.65% - 2.70%

Dividend yield

 

-

%

 

During the three months ended March 31, 2019, the Company granted 109,040 stock options to employees with an estimated grant date fair value of $1,039,427. 

During the three months ended June 30, 2019 the Company granted 103,632 stock options to employees with an estimated grant date fair value of $997,141.  

During the three months ended September 30, 2019, the Company granted 131,201 stock options to employees with an estimated grant date fair value of $1,092,044.  

 

The following table illustrates the Company’s stock option activity for the following periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

Average

 

 

 

 

Weighted

 

 

 

Remaining

 

 

 

 

Average

 

 

 

Contractual Term

 

    

Options

    

Exercise Price

    

Intrinsic Value

    

(Years)

Balance, December 31, 2017

 

  

10,873,292

 

$

1.50

 

$

5.08

 

 

6.65

Granted

 

 

870,000

 

 

10.86

 

 

(3.78)

 

 

9.34

Exercised

 

 

(2,594,050)

 

 

0.78

 

 

11.90

 

 

 —

Forfeited

 

 

(451,629)

 

 

3.03

 

 

9.59

 

 

 —

Balance, December 31, 2018

 

 

8,697,613

 

$

2.08

 

$

5.00

 

 

6.07

Granted

 

 

343,873

 

 

10.21

 

 

(2.31)

 

 

9.73

Exercised

 

 

(1,895,629)

 

 

0.82

 

 

8.71

 

 

 —

Forfeited

 

 

(343,552)

 

 

7.50

 

 

2.73

 

 

 —

Balance, September 30, 2019

 

 

6,802,305

 

$

2.57

 

$

5.82

 

 

5.57

Exercisable at September 30, 2019

 

 

5,680,009

 

 

1.38

 

 

7.00

 

 

4.95

Vested at September 30, 2019

 

 

5,761,813

 

$

1.46

 

$

6.92

 

 

5.06

 

The grant date fair value of options to purchase common stock is recorded as stock-based compensation over the vesting period.  As of September 30, 2019, unrecognized compensation cost associated with options to purchase common stock was $8,747,985, that is expected to be recognized over a weighted-average period of 5  years.

Stock Repurchase Plan

On December 27, 2018 the Company announced that our board of directors approved a stock repurchase program authorizing us to purchase up to $25,000,000 of our common stock.  Purchases under the repurchase program may be made in the open market or through a 10b5-1 plan and are expected to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.   The timing and amount of shares repurchased will depend upon market conditions. The repurchase program does not require the Company to acquire a specific number of shares.  The cost of the shares that are repurchased will be funded from available working capital.

The repurchase program began on January 2, 2019 and was set to expire on June 28, 2019. On June 12, 2019 the Company under authorization from the Board of Directors, amended the plan. The amended plan extends the repurchase program through December 31, 2019.  The Company will cease purchasing stock on the earliest to occur of (i) the date on which either the broker-dealer administering our repurchase plan or the Company terminates the plan , (ii) the date on which our share repurchase broker receives notice of the commencement or impending commencement of any proceedings in respect of or triggered by bankruptcy or insolvency, (iii)  December 31, 2019 or (iv) the date that the aggregate price of all purchases reaches $25,000,000 (exclusive of  commissions and other expenses of purchases). 

For accounting purposes, common stock repurchased under our stock repurchase programs is recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. During the nine months ended as of September 30, 2019 the Company repurchased 1,785,945 shares of common stock that are held in treasury. These shares are considered issued but not outstanding. The total cost of the shares repurchased was $17,649,014.