Quarterly report pursuant to Section 13 or 15(d)

STOCK-BASED COMPENSATION

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STOCK-BASED COMPENSATION
6 Months Ended
Jun. 30, 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 “Original Plan”), reserving 1,351,000 shares of common stock for grants to employees, officers, directors and consultants. On April 14, 2017, the Original 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 “A&R Plan”). During 2018, an additional 200,000 of Series A Preferred Stock were added to the A&R 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 A&R Plan for future issuance. During 2022, an additional 1,000,000 shares of common stock and 200,000 shares of Series B Preferred Stock were added to the A&R 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 A&R Plan. As of June 30, 2022, 1,864,497 shares of common stock, 33,769 shares of Series A Preferred Stock and 156,000 shares of Series B 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 actual amount of shares will be settled in early 2023 based on the achievement of the specified criteria. For the six months ended June 30, 2022, an expense of approximately $370,000 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 A&R Plan for the six months ended June 30, 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     362,756       -       44,000  
Vested     (234,874 )     (34,000 )     (10,000 )
Forfeited     (35,870 )     -       -  
Outstanding and unvested shares at June 30, 2022     510,051       -       34,000  
                         
Outstanding and unvested shares at January 1, 2021     382,435       44,000       -  
Granted     419,159       42,166       -  
Vested     (294,575 )     (52,166 )     -  
Forfeited     (30,412 )     -       -  
Outstanding and unvested shares at June 30, 2021     476,607       34,000       -  

 

The liability for the cash-settled awards and the liability for withheld taxes in connection with the equity awards was approximately $578,000 and $1.0 million at June 30, 2022 and December 31, 2021, respectively, and is included in accrued compensation in the consolidated balance sheets. During the six months ended June 30, 2022, approximately $13,000 was paid in connection with the cash-settled awards. During the six months ended June 30, 2021, approximately $87,000 was paid in connection with the cash-settled awards.

 

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 and six months ended June 30, 2022 and 2021:

 

                         
Stock-based compensation included in the   Three Months Ended June 30,     Six Months Ended June 30,  
consolidated statements of operations:   2022     2021     2022     2021  
    ($ in thousands)  
Direct operating costs   $ 201     $ 254     $ 418     $ 559  
General and administrative     765       1,120       1,145       1,745  
Research and development     73       72       143       209  
Selling and marketing     145       288       365       489  
Total stock-based compensation expense   $ 1,184     $ 1,734     $ 2,071     $ 3,002