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Stock-Based Compensation
3 Months Ended
Mar. 31, 2017
Stock-Based Compensation [Abstract]  
Stock-Based Compensation

NOTE 12.  STOCK-BASED COMPENSATION



The Company previously had in place a 2006 Stock Plan which had been approved by the Company’s shareholders. The 2006 Stock Plan authorized the grant of stock options, stock appreciation rights, restricted stock, and stock bonuses of up to 9,615 shares of common stock. The 2006 Stock Plan expired on December 31, 2015.  As a replacement for the 2006 Stock Plan, the Board of Directors adopted the Condor 2016 Stock Plan, which was approved by the Company’s shareholders at the annual shareholders meeting on June 15, 2016.  The 2016 Stock Plan authorizes the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, deferred stock units, and other forms of stock-based compensation.  The maximum number of shares of the Company’s common stock that may be issued under the 2016 Stock Plan is 461,538.  During the three months ended March 31, 2017,  714 shares of common stock were issued to members of the Investment Committee of the Board of Directors and 13,593 unvested share awards were issued to management under the 2016 Stock Plan.



Stock-based compensation for awards with a service condition only is measured based on the fair value of the award on the date of grant and recognized as compensation expense on a straight line basis over the service period.  The compensation cost related to awards for which vesting is contingent upon achieving a market based criteria is measured at the fair value of the award on the date of grant, including consideration of the market criteria, and amortized on a straight line basis over the performance period. The fair value of the award at grant is measured using either the closing stock price on the date of grant (for vested and unvested share awards), the Black-Scholes model (for options and warrants), or a Monte Carlo simulation (for LTIP awards), as appropriate. Compensation cost is recognized as additional paid-in capital for awards of the Company’s common stock and as noncontrolling interest for LTIP awards of CHLP partnership units.  The Company has elected to expense forfeitures of stock-based compensation as they occur.



Options and Unvested Share Awards



At March 31, 2017, the Company had a total of 865  vested stock options with a weighted average exercise price of $48.945 per share outstanding under the 2006 Stock Plan and no unvested stock options.



On March 31, 2017, the Company granted 13,593 unvested share awards to two executive officers. The fair value of these awards on the date of grant totaled $144, all of which is unrecognized compensation expense that will be recognized over the five year ratable vesting period of the shares.



Warrants



On March 2, 2015, the Company granted a warrant to an executive officer of the Company outside of the 2006 Stock Plan as an inducement material to the executive’s acceptance of employment. The warrant entitled the executive to purchase a total of 101,213 authorized but previously unissued shares of the Company’s common stock at a price of (i) $9.88 per share (the adjusted closing bid price of the common stock on Nasdaq on March 2, 2015) if at least one-third but not more than one-half of the shares were purchased on or prior to March 17, 2015, and (ii) $12.48 per share for shares purchased after that date. The warrant has a three-year term. The executive officer exercised the warrant in part to purchase 35,060 shares on March 11, 2015 at the price of $9.88 per share. The warrant remains exercisable for 66,153 shares at an exercise price of $12.48 per share.  As of March 31, 2017, the total unrecognized compensation cost related to these warrants was $91, which is expected to be recognized over the next 11 months.



Long-Term Incentive Plan Awards



On March 2, 2015, the Company granted an equity award of 5,263,152 LTIP units, representing profit interests in CHLP, to an executive officer of the Company. The LTIP units are earned in one-third increments upon the Company’s common stock achieving price per share milestones of $22.75,  $29.25, and $35.75, respectively.  Earned LTIP units vest in March 2018, or earlier upon a change in control of the Company, and upon vesting can be converted into CHLP partnership units which can be redeemed at the rate of one share of common stock for each 52 earned LTIP units for up to 101,213 common shares. As of March 31, 2017, the total unrecognized compensation cost related to these LTIP units was $156, which is expected to be recognized over the next 11 months. 



Investment Committee Share Compensation



Independent directors serving as members of the Investment Committee of the Board of Directors receive their monthly Investment Committee fees in the form of shares of the Company’s common stock if issuance is available under a shareholder approved stock plan, priced as the average of the closing price of the stock for the first 20 trading days of the calendar year. A total of 714 and 0 shares, respectively, were issued to the independent directors of the Investment Committee during the three months ended March 31, 2017 and 2016. 



Stock-Based Compensation Expense



The expense recognized in the consolidated financial statements for stock-based compensation, including LTIP units, related to employees and directors for the three months ended March 31, 2017 and 2016 was $77 and $69, respectively, all of which is included in general and administrative expense.