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SHARE BASED COMPENSATIONSHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS
12 Months Ended
Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-Based Compensation and Other Compensation Agreements

NOTE 10 - SHARE-BASED COMPENSATION AND OTHER COMPENSATION AGREEMENTS 

 

Following is a summary of stock option activity and number of shares reserved for outstanding options for the years ended December 31, 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Options

 

Number of shares (in thousands)

 

Weighted Average Exercise Price per Share

 

Weighted Average Remaining Contractual Term

 

Weighted Average Grant Date Fair Value

Outstanding at December 31, 2015

 

2,172

 

 

$

5.02

 

 

1.70 years

  

 

$

2.24

 

Cancelled

 

(1,670

)  

 

5.10

 

 

 

 

2.18

 

Outstanding at December 31, 2016

 

502

 

 

$

4.78

 

 

2.07 years

 

 

$

2.43

 

Cancelled 

 

(30

 

 

 5.40

 

 

 

 

 

 

 2.85

 

Expired

 

(90

)

 

$

4.94

 

 

 

 

$

1.71

 

Outstanding at December 31, 2017

 

382

 

 

$

4.70

 

 

1.41 years

 

 

$

2.57

 

Exercisable at December 31, 2017

 

382

 

 

$

4.70

 

 

1.41 years

 

 

$

2.57

 

Securities available for grant at December 31, 2017*

  

1,784

 

 

 

 

 

 

 

 

*Securities available for grant include securities available for stock option grants and RSUs.


Following is a summary of the nonvested options issued and outstanding:

 

 

 

 

 

 

 

 

 

 

Number of shares

 

Weighted Average Grant

Non-Vested Options

 

(in thousands)

 

Date Option Fair Value

Outstanding at January 1, 2016

 

870

 

 

$

2.22

 

Cancelled

 

(870

)

 

2.22

 

Outstanding at December 31, 2016

 

 

 

$

 

Outstanding at December 31, 2017

 

 

 

$

 

 

Option Grants:

 

As described in Note 1 - Summary of Significant Accounting Policies and General and Note 9 - Related Party Transactions, as of December 1, 2013, subject to shareholder approval (which was received during 2014) and vesting provisions, the Company granted options to purchase a total of 1.5 million shares of its common stock to Algar at a per share exercise price of $5.00 pursuant to the Management Agreement. At the annual meeting of shareholders of the Company on October 15, 2014, shareholders approved the issuance of these options. The first 375.0 thousand share options vested and became exercisable on December 1, 2014. The second 375.0 thousand share options vested and became exercisable after the market price of the Company's common stock reached $6.00 per share during 2014. The third 375.0 thousand share options would have vested and become exercisable only if and after the market price of the Company's common stock reached $8.00 per share or Company revenue following an acquisition increased by $90.0 million. The fourth 375.0 thousand share options would have vested and become exercisable only if and after the market price of the Company's common stock reached $9.00 per share or Company revenue following an acquisition increases by $120.0 million. On September 30, 2016, the Company and Algar mutually agreed to terminate the Management Agreement between them dated as of December 1, 2013.  In connection with the termination of the Management Agreement, the Stock Option Agreement was also terminated. See Note 2 - Management Services Agreement with Algar, Inc. for additional information relating to the Management Agreement and the related Stock Option Agreement.

 

In January 2015, the Company awarded options to purchase 20.0 thousand shares of the Company's common stock to its Chief Financial Officer ("CFO"). These options were scheduled to vest over a three year period, with 1/3 vesting on the first anniversary of the grant date and 1/6 vesting every six months thereafter until the three year anniversary of the grant date. The exercise price per share of the options was $5.71, the fair value of the underlying common stock as of the grant date. These options were cancelled on June 15, 2016.  See below for further details.


There were no stock options awarded in 2017 and 2016.

 

Restricted Stock Unit Grants:

 

On March 25, 2016, our Compensation Committee granted 32.0 thousand restricted stock units (“RSUs”) to the Company’s CFO, under the LTIP pursuant to a Restricted Stock Unit Grant Agreement (the “RSU Agreement”). The RSUs were granted to the CFO in lieu of other compensation and as partial payment of the CFO’s bonus related to certain milestone accomplishments during 2015 and early 2016. The grant date fair value is based on the Company's closing common stock price on the day immediately prior to the date of grant. The grant date fair value was $90.2 thousand and has been recognized as expense in the accompanying Consolidated Statement of Operations. Each RSU vested on April 1, 2016 and represented the right to receive one share of the Company’s common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU Agreement and the Plan.

 

On March 29, 2016, the Compensation Committee granted 11.4 thousand RSUs to an employee under the LTIP pursuant to an RSU agreement. The grant date fair value is based on the Company's closing common stock price on the day immediately prior to the date of grant. The grant date fair value was $32.0 thousand and will be recognized as expense beginning in the second quarter of 2016. Each RSU vests on March 29, 2018 and represents the right to receive one share of the Company's common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU Agreement and the Plan.

 

On June 15, 2016, at the Company's annual meeting, the Company's shareholders approved a one-time stock option exchange for the CFO as an alternative to a direct repricing of options previously granted to the CFO. The stock option exchange allowed the Company to cancel 170.0 thousand stock options, including 20.0 thousand granted in January 2015, previously granted to the CFO in exchange for the grant of 90.0 thousand RSUs to the CFO. The RSUs vest as follows if and to the extent that the CFO remains employed by the Company through each of the following dates: (i) on July 1, 2016, 50.00% (45,000) of the RSUs vested and became nonforfeitable; (ii) on December 31, 2016, 12.50% (11,250) of the RSUs vested and became nonforfeitable; (iii) on June 30, 2017, 12.50% (11,250) of the RSUs vested and became nonforfeitable; (iv) on December 31, 2017, 12.50% (11,250) of the RSUs vested and became nonforfeitable; and (v) on June 15, 2018, 12.50% (11,250) of the RSUs vest and become nonforfeitable. Each RSU represents the right to receive one share of the Company's common stock upon the vesting of the RSU, subject to the terms and conditions set forth in the RSU Agreement and the Plan. The CFO has continued his employment by the Company through December 31, 2017 and the related 78.8 thousand RSUs vested and became nonforfeitable.

 

Following is a summary of RSU activity:

 
 
 
 
 
 
 
 
 Restricted Stock Units
Number of shares (in thousands)
 
 
WA Remaining Contractual
Term
 
 
WA Grant Date Fair Value
Outstanding at December 31, 2015
 
 
 
 
$
 
   Granted
133.4
 
 
0.35
 years
 
 
2.32
 
   Vested
(88.3

)

 
 
 
 
2.36
 
Outstanding at December 31, 2016
45.1
 
 
1.05
 years 
 
$
2.23
 
   Vested
(22.5

)

 

 
 
 
2.36
 
Outstanding at December 31, 2017
22.6
 
 
0.35
 years
 
$
2.37
 

 

Non-Equity Transactions:

 

Under a retention agreement with the Company's CFO dated March 25, 2016, the Company will pay the CFO bonuses of $100.0 thousand and $125.0 thousand on each of December 31, 2016 and December 31, 2017, respectively, as long as he remains employed with the Company on those dates.  The December 31, 2016 retention bonus of $100.0 thousand was paid in 2017. The CFO remained employed with the Company as of December 31, 2017 and the Company accrued $125.0 thousand related to the 2017 retention bonus as of December 31, 2017.  The Company paid the December 31, 2017 retention bonus in 2018. 

 

On September 30, 2016, the Company entered into retention agreements ("Retention Agreements") with certain management employees (individually "Staff Member"). Under the Retention Agreement, if the Staff Member remains continuously employed by the Company through and including the date which is the first to occur of: (a) the date of a change in control of the Company; (b) the date the Staff Member is terminated without cause; and (c) December 31, 2017, the Company will pay the Staff Member a bonus in an amount equal to 25% of the Staff Member's then-current annual base salary.  At September 30, 2016, the Company estimated this liability to be $132.7 thousand. As of December 31, 2017 the Company accrued $132.7 thousand. Each Staff Member remained employed with the Company as of December 31, 2017 and the Company paid the amounts associated with the Retention Agreements in 2018.

 

Other:

 

As of December 31, 2017 and 2016, we had unrecognized share-based compensation cost related to non-vested RSU awards in the amount of $14.9 thousand and $142.0 thousand, respectively. 

 

Stock compensation charged to operations relating to stock options and RSU awards was $0.1 million and $0.4 million for the years ended December 31, 2017 and 2016, respectively.