Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

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Stock-Based Compensation
12 Months Ended
Dec. 31, 2019
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation

15. STOCK-BASED COMPENSATION

 

In April 2014, the Company adopted the Medical Transcription Billing, Corp. 2014 Equity Incentive Plan (the “2014 Plan”), reserving a total of 1,351,000 shares of common stock for grants to employees, officers, directors and consultants. During 2017, the 2014 Plan was amended whereby an additional 1,500,000 shares of common stock and 100,000 shares of Preferred Stock were added to the plan for future issuance. During 2018, an additional 200,000 shares of Preferred Stock was added to the plan for future issuance. The 2014 Plan was amended and restated on April 14, 2017 (the “Amended and Restated Equity Incentive Plan”). As of December 31, 2019, 401,738 shares of common stock and 133,654 shares of Preferred Stock are available for grant. Permissible awards include incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, RSUs, performance stock and cash-settled awards and other stock-based awards in the discretion of the Compensation Committee of the Board of Directors including unrestricted stock grants.

 

The equity based RSUs contain a provision in which the units shall immediately vest and become converted into common shares at the rate of one common share per RSU, immediately after a change in control, as defined in the award agreement.

 

Common stock

 

During the third quarter of 2018, 68,000 RSUs of common stock were granted over two years equally to the four outside members of the Board of Directors with 25% of the shares vesting every six months. Also, during 2018, a total of 558,000 RSUs of common stock were granted to certain Company executive officers and employees which vest over the next three years, at six-month intervals. A total of 81,200 cash settled common stock RSUs were granted to employees in Pakistan and Sri Lanka.

  

During 2019, 108,000 RSUs of common stock were granted to employees and independent contractors to vest at different dates during the year 2020. In addition, 72,000 RSUs of common stock were granted over two years equally to the four outside members of the Board of Directors with 25% of the shares vesting every six months.

 

The following table summarizes the RSU and restricted stock transactions related to the common and Preferred Stock under the Amended and Restated Incentive Plan for the years ended December 31, 2019 and 2018:

 

    Common Stock     Preferred Stock  
Outstanding and unvested shares at January 1, 2018     605,969       39,800  
Granted     707,200       44,800  
Vested     (340,066 )     (39,800 )
Forfeited     (43,756 )     -  
Outstanding and unvested shares at December 31, 2018     929,347       44,800  
Granted     180,000       48,746  
Vested     (624,315 )     (49,546 )
Forfeited     (33,948 )     -  
Outstanding and unvested shares at December 31, 2019     451,084       44,000  

 

As of December 31, 2019, and 2018, there was approximately $2.1 million and $2.5 million, respectively, of total unrecognized compensation cost related to the common stock RSUs classified as equity that will be expensed through 2021. There was no unrecognized compensation cost related to the Preferred Stock RSUs.

 

Of the total outstanding and unvested common stock RSUs at December 31, 2019, 421,751 RSUs are classified as equity and 29,333 RSUs are classified as a liability. All of the Preferred Stock RSUs are classified as equity.

 

The following table summarizes the share activity during the years ended December 31, 2019 and 2018 and the amount of common and Preferred Shares available for grant at December 31, 2019:

 

    Common Stock     Preferred Stock  
Shares available for grant at January 1, 2018     1,211,234       27,200  
Additional shares available for grant     -       200,000  
RSUs granted     (707,200 )     (44,800 )
RSUs forfeited     43,756       -  
Shares available for grant at December 31, 2018     547,790       182,400  
RSUs granted     (180,000 )     (48,746 )
RSUs forfeited     33,948       -  
Shares available for grant at December 31, 2019     401,738       133,654  

 

The liability for the cash-settled awards was approximately $741,000 and $118,000 at December 31, 2019 and 2018, respectively, and is included in accrued compensation in the consolidated balance sheets. During the years ended December 31, 2019 and 2018, approximately $184,000 and $39,000, respectively, was paid in connection with the cash-settled awards.

  

Preferred Stock

 

In 2019 and 2018, the Compensation Committee approved executive bonuses to be paid in 44,000 and 40,000 shares respectively of Preferred Stock, with the final number of shares and the amount based on specified performance criteria being achieved during 2019 and 2018. In 2019, 4,746 shares of Preferred Stock were granted as performance bonuses and in lieu of sales commissions. In 2018, an additional Preferred Stock award of 4,800 shares was granted as a performance bonus to one employee. Stock-based compensation expense recorded during 2019 and 2018 for these awards was approximately $1.3 million and $1.2 million respectively, based on the fair value of the Preferred Shares on the grant date. During January 2020 and February 2019, the Compensation Committee determined that the financial objectives were attained and all of the shares were issued including the performance bonus shares.

 

Stock-based compensation expense

 

The Company recognizes compensation expense on a straight-line basis over the total requisite service period for the entire award. For stock awards classified as equity the market price of our common stock or Preferred Stock on the date of grant is used in recording the fair value of the award. For stock awards classified as a liability, the earned amount is marked to market based on the end of period common stock price. The weighted average grant date fair value of the common stock price in connection with the RSUs classified as equity was $4.87 and $4.53 for the years ended December 31, 2019 and 2018, respectively. The weighted average grant date fair value of the Preferred Stock in connection with the RSUs was $26.77 and $25.00 for the years ended December 31, 2019 and 2018, respectively. The following table summarizes the components of stock-based compensation expense for the years ended December 31, 2019 and 2018:

 

Stock-based compensation included in the
consolidated statements of operations:
  December 31,  
    2019     2018  
             
Direct operating costs   $ 196,956     $ 88,195  
General and administrative     2,735,178       2,352,850  
Research and development     33,029       14,506  
Selling and marketing     250,498       8,048  
Total stock-based compensation expense   $ 3,215,661     $ 2,463,599