Quarterly report pursuant to Section 13 or 15(d)

STOCK-BASED COMPENSATION

v3.22.1
STOCK-BASED COMPENSATION
3 Months Ended
Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION

12. STOCK-BASED COMPENSATION

 

In April 2014, the Company adopted the Medical Transcription Billing, Corp. 2014 Equity Incentive Plan (the “2014 Plan”), reserving 1,351,000 shares of common stock for grants to employees, officers, directors and consultants. During 2017, the 2014 Plan was amended and restated 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. The 2014 Plan was amended and restated on April 14, 2017 (the “Amended and Restated Equity Incentive Plan”). During 2018, an additional 200,000 of Series A Preferred Stock were added to the plan for future issuance. In May 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. Some of the Series A Preferred Stock shares were subsequently redesignated as Series B Preferred Stock and were removed from the 2014 Plan. As of March 31, 2022, 856,479 shares of common stock and 38,454 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 share per RSU, immediately after a change in control, as defined in the award agreement.

 

 

Common and preferred stock RSUs

 

In February 2022, the Compensation Committee approved executive bonuses to be paid in shares of Series B Preferred Stock, with the number of shares and the amount based on specified criteria being achieved during the year 2022. The addition of the Series B Preferred Stock to the Amended and Restated Equity Incentive Plan is subject to shareholder approval at the Annual Meeting. The actual amount of shares will be settled in early 2023 based on the achievement of the specified criteria. For the three months ended March 31, 2022, an expense of approximately $134,000 was recorded for these bonuses based on the value of the shares at the grant date and recognized over the service period. The portion of the stock compensation expense to be used for the payment of withholding and payroll taxes is included in accrued compensation in the consolidated balance sheets. The balance of the stock compensation expense has been recorded as additional paid-in capital.

 

The following table summarizes the RSU transactions related to the common and preferred stock under the Equity Incentive Plan for the three months ended March 31, 2022 and 2021:

 

 

    Common Stock     Series A Preferred Stock     Series B Preferred Stock  
Outstanding and unvested shares at January 1, 2022     418,039       34,000        
Granted     360,398             34,000  
Vested     (208,817 )     (34,000 )      
Forfeited     (25,494 )            
Outstanding and unvested shares at March 31, 2022     544,126             34,000  
                         
Outstanding and unvested shares at January 1, 2021     382,435       44,000        
Granted     395,100       34,000        
Vested     (226,525 )     (44,000 )      
Forfeited     (5,023 )            
Outstanding and unvested shares at March 31, 2021     545,987       34,000        

 

The liability for the cash-settled awards and the liability for withheld taxes in connection with the equity awards was approximately $417,000 and $1.0 million at March 31, 2022 and December 31, 2021, respectively, and is included in accrued compensation in the consolidated balance sheets. During the quarter ended March 31, 2022, approximately $13,000 was paid in connection with the cash-settled awards. No amounts were paid in connection with cash-settled awards during the quarter ended March 31, 2021.

 

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 and includes the related taxes. For stock awards classified as a liability, the earned amount is marked to market based on the end of period common stock price.

 

The following table summarizes the components of share-based compensation expense for the three months ended March 31, 2022 and 2021:

 

 

Stock-based compensation included in   Three Months Ended March 31,  
the consolidated statements of operations:   2022     2021  
    ($ in thousands)  
Direct operating costs   $ 217     $ 305  
General and administrative     380       624  
Research and development     70       137  
Selling and marketing     220       201  
Total stock-based compensation expense   $ 887     $ 1,267