Annual report pursuant to Section 13 and 15(d)

STOCK-BASED COMPENSATION

v3.22.0.1
STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2021
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 Series A Preferred Stock were added to the plan for future issuance. During 2018, an additional 200,000 shares of Series A Preferred Stock was added to the plan for future issuance. During 2020, an additional 2,000,000 shares of common stock and an additional 300,000 shares of Series A Preferred Stock were added to the 2014 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, 2021, 1,191,383 shares of common stock and 320,065 shares of Series A 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 2020, 788,955 RSUs of common stock were granted to employees and independent contractors to vest at different dates during the years 2020 and 2021. Included therein were 32,000 RSUs of common stock granted over two years equally to the four outside members of the Board of Directors with 25% of the shares vesting every six months.

 

During 2021, 628,361 RSUs of common stock were granted to employees and independent contractors to vest at different dates during the years 2021, 2022 and 2023. Included therein were 44,000 RSUs of common stock 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, 2021 and 2020:

 

    Common Stock     Preferred Stock  
Outstanding and unvested shares at January 1, 2021     382,435       44,000  
Granted     628,361       50,010  
Vested     (491,025 )     (60,010 )
Forfeited     (101,732 )     -  
Outstanding and unvested shares at December 31, 2021     418,039       34,000  
                 
Outstanding and unvested shares at January 1, 2020     451,084       44,000  
Granted     788,955       63,579  
Vested     (752,375 )     (63,579 )
Forfeited     (105,229 )     -  
Outstanding and unvested shares at December 31, 2020     382,435       44,000  

 

As of December 31, 2021, and 2020, there was approximately $3.7 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 2024. There was no unrecognized compensation cost related to the Preferred Stock RSUs.

 

Of the total outstanding and unvested common stock RSUs at December 31, 2021, 331,039 RSUs are classified as equity and 87,000 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, 2021 and 2020 and the amount of common and preferred shares available for grant at December 31, 2021 and 2020:

 

    Common Stock     Preferred Stock  
Shares available for grant at January 1, 2021     1,718,012       370,075  
RSUs granted     (628,361 )     (50,010 )
RSUs forfeited     101,732       -  
Shares available for grant at December 31, 2021     1,191,383       320,065  
                 
Shares available for grant at January 1, 2020     401,738       133,654  
Additional shares available for grant     2,000,000       300,000  
RSUs granted     (788,955 )     (63,579 )
RSUs forfeited     105,229       -  
Shares available for grant at December 31, 2020     1,718,012       370,075  

 

The liability for the cash-settled awards and accrued payroll taxes on equity awards was approximately $1.0 million and $976,000 at December 31, 2021 and 2020, respectively, and is included in accrued compensation in the consolidated balance sheets. During the years ended December 31, 2021 and 2020, approximately $97,000 and $61,000, respectively, was paid in connection with the cash-settled awards.

 

Series A Preferred Stock

 

In 2021 and 2020, the Compensation Committee approved executive bonuses to be paid in 34,000 shares and 44,000 of Series A Preferred Stock, respectively, with the final number of shares and the amount based on specified performance criteria being achieved during 2021 and 2020. In 2021 and 2020, 16,010 and 19,579 shares of Series A Preferred Stock were granted as performance bonuses and in lieu of sales commissions, respectively. Stock-based compensation expense recorded during 2021 and 2020 for these awards was approximately $1.5 million and $1.6 million, respectively, based on the fair value of the Series A Preferred Shares on the grant date. During February 2022 and January 2021, the Compensation Committee determined that the financial objectives were attained and all of the performance bonus shares were issued.

 

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 Series A 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 $9.16 and $6.20 for the years ended December 31, 2021 and 2020, respectively. The weighted average grant date fair value of the Series A Preferred Stock in connection with the RSUs was $28.52 and $27.06 for the years ended December 31, 2021 and 2020, respectively. The following table summarizes the components of stock-based compensation expense for the years ended December 31, 2021 and 2020:

 

Stock-based compensation included in the   Year ended December 31,  
consolidated statements of operations:   2021     2020  
    ($ in thousands)  
Direct operating costs   $ 1,142     $ 1,094  
General and administrative     3,302       3,599  
Research and development     268       729  
Selling and marketing     684       1,080  
Total stock-based compensation expense   $ 5,396     $ 6,502