SHARE-BASED PAYMENTS

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

SHARE-BASED PAYMENTS

The Company maintains an equity incentive plan, known as the 2021 Amended and Restated Omnibus Equity Incentive Compensation Plan (the “Compensation Plan”), for directors, executives, eligible employees and consultants. Existing equity incentive awards include employee non-qualified stock options, restricted stock units (“RSUs”) and stock appreciation rights (“SARs”). The Company issues new Common Shares to satisfy exercises and vesting under its equity incentive awards. At March 31, 2022, a total of 15,718,025 Common Shares were authorized for future equity incentive plan awards.

On January 25, 2022, the Company’s Board of Directors approved the issuance of 0.10 million stock options, 0.33 million RSUs, and 0.83 million SARs on the terms and conditions discussed below. Due to an administrative delay in communicating the terms of certain awards to some grantees, the Company determined that, for accounting purposes only, the grant date for such awards was not the date of the Board approval but, instead, April 18, 2022, being the date that the key award terms were communicated to those certain grantees. As such, 0.07 million stock options, 0.02 million RSUs, and 0.10 SARs are treated, for accounting purposes, as having a grant date of April 18, 2022 and, thus, are not included in the grants discussed below for the three months ended March 31, 2022. However, this accounting change did not alter the fundamental terms of the grants, as approved by the Board, and all such grants retained their original term (commencing as of January 25, 2022), vesting schedules, vesting performance metrics and exercise price, as each is applicable.

Employee Stock Options

The Company, under the Compensation Plan, may grant stock options to directors, executives, employees and consultants to purchase Common Shares of the Company. The exercise price of the stock options is set as the higher of the Company’s closing share price on the NYSE American on the day before the grant date and the five-day volume weighted average price (“VWAP”) on the NYSE American ending on the day before the grant date. Stock options granted under the Compensation Plan generally vest over a period of two years or more, and are generally exercisable over a period of five years from the grant date, such period not to exceed 10 years. During the three months ended March 31, 2022, the Company granted 0.03 million stock options under the Compensation Plan (March 31, 2021 - 0.16 million).

The fair value of the stock options granted under the Compensation Plan for the three months ended March 31, 2022 was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions:


Risk-free interest rate	1.29		%
Expected life (in years)	3.25
Expected volatility(1)	72.24		%
Expected dividend yield	—		%
Weighted average grant date fair value	$	3.19

(1)Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the stock options.

The summary of the Company’s stock options at March 31, 2022 and December 31, 2021, respectively, and the changes for the fiscal periods ending on those dates, are presented below:


	Range of Exercise Prices	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Intrinsic Value
Outstanding, December 31, 2020	$1.70 - $15.61	1,609,087	$	2.91
Granted	3.89 - 8.41	169,310	3.99
Exercised	1.70 - 7.42	(775,814)	2.95
Forfeited	1.76 - 5.91	(8,048)	3.16
Expired	1.70 - 15.61	(51,653)	8.14
Outstanding, December 31, 2021	$1.70 - $8.41	942,882	$	2.79
Granted	6.47 - 10.03	28,202	6.69
Exercised	1.70 - 5.18	(135,926)	2.41

Expired	2.35	(15,506)	2.35
Outstanding, March 31, 2022	$1.70 - $10.03	819,652	$	2.99	2.39	$	5,048
Exercisable, March 31, 2022	$1.70 - $7.14	745,822	$	2.79	2.20	$	4,746

The total intrinsic value of options exercised in the three months ended March 31, 2022 was $0.98 million (March 31, 2021 – $0.77 million).

The summary of the Company’s non-vested stock options at March 31, 2022 and December 31, 2021, respectively, and the changes for the fiscal periods ending on those dates, are presented below:


	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested, December 31, 2020	403,990	$	0.94
Granted	169,310	2.06
Vested	(351,934)	1.23
Forfeited	(8,049)	1.60
Non-vested, December 31, 2021	213,317	$	1.34
Granted	28,202	3.19
Vested	(167,689)	1.12

Non-vested, March 31, 2022	73,830	$	2.53

Restricted Stock Units

The Company grants RSUs to directors, executives and eligible employees. Awards for executives and eligible employees are determined as a target percentage of base salary and generally vest over three years. Holders of unvested RSUs do not have voting rights on those RSUs. The RSUs are subject to forfeiture risk and other restrictions. Upon vesting, the employee is entitled to receive one Common Share of the Company for each RSU at no additional payment. During the three months ended March 31, 2022, the Company’s Board of Directors issued 0.33 million RSUs under the Compensation Plan (March 31, 2021 - 0.44 million). The fair value of RSUs granted was determined at the date of grant based on the Company’s share price on the NYSE American.

The summary of the Company’s non-vested RSUs at March 31, 2022 and December 31, 2021, respectively, and the changes for the fiscal periods ending on those dates, are presented below:


	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested, December 31, 2020	1,094,056	$	1.98
Granted	441,241	3.89
Vested	(635,233)	1.94

Non-vested, December 31, 2021	900,064	$	2.94
Granted	329,377	6.43
Vested	(518,856)	2.93

Non-vested, March 31, 2022	710,585	$	4.56

The total intrinsic value and fair value of RSUs that vested and were settled for equity in the three months ended March 31, 2022 was $2.93 million (March 31, 2021 – $2.67 million).

Stock Appreciation Rights

The Company may grant SARs to directors, executives, and eligible employees.

During the year ended December 31, 2019, the Company’s Board of Directors issued 2.20 million SARs under the Compensation Plan with a fair value of $1.25 per SAR. These SARs are intended to provide additional long-term performance-based equity incentives for the Company’s senior management. The SARs are performance-based because they only vest upon the achievement of performance goals designed to significantly increase shareholder value.

Each SAR granted entitles the holder to receive, upon a valid exercise, payment from the Company in cash or Common Shares (at the sole discretion of the Company) in an amount representing the difference between the fair market value (“FMV”) of the Company’s Common Shares on the date of exercise and $2.92 (the closing market price or “Grant Price” at the time of grant). Fair Market Value as used herein means the closing price of the Shares on the TSX or the NYSE American on the trading day immediately prior to the date of exercise. The term of the SARs grant is five years, with SARs vesting only upon the achievement of the following performance goals: as to one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $5.00 for any continuous 90-calendar-day period; as to an additional one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $7.00 for any continuous 90-calendar-day period; and as to the final one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $10.00 for any continuous 90-calendar-day period. Further, notwithstanding the foregoing vesting schedule, no SARs were able to be exercised by the holder for an initial period of one year from the Date of Grant; the date first exercisable being January 22, 2020. The first two tranches of these vesting performance goals were met prior to the three months ended March 31, 2022.

During the three months ended March 31, 2022, the Company’s Board of Directors issued 0.73 million SARs under the Compensation Plan (March 31, 2021 – nil). The fair value of the SARs granted during the three months ended March 31, 2022 was estimated at the date of grant using a Monte Carlo simulation, with the following weighted average assumptions:


Risk-free interest rate	1.53		%
Expected life (in years)(1)	5.00
Expected volatility(2)	72.50		%
Expected dividend yield	—		%
Weighted average grant date fair value	$	3.60

(1)Monte Carlo analysis of SARs assumes employee suboptimal exercise at first vesting time for each tranche.

(2)Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the stock options.

Each SAR granted entitles the holder to receive, upon a valid exercise, payment from the Company in cash or Common Shares (at the sole discretion of the Company) in an amount representing the difference between the FMV of the Company’s Common Shares on the date of exercise and $6.47 (the Grant Price at the time of grant). The term of the SARs grant is five years, with SARs vesting only upon the achievement of the following performance goals: as to one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $12.00 for any continuous 90-calendar-day period; as to an additional one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $14.00 for any continuous 90-calendar-day period; and as to the final one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $16.00 for any continuous 90-calendar-day period. Further, notwithstanding the foregoing vesting schedule, no SARs may be exercised by the holder for an initial period of one year from the date of grant; the date first exercisable being January 25, 2023. As a result, the SARs granted in the first quarter of 2022 for 2021 performance are a long-term equity incentive and are 100% performance based.

The summary of the Company’s SARs at March 31, 2022 and December 31, 2021, respectively, and the changes for the fiscal periods ending on those dates, are presented below:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Intrinsic Value
Outstanding, December 31, 2020	1,720,623	$	2.92

Exercised	(48,201)	2.92


Outstanding, December 31, 2021	1,672,422	$	2.92
Granted	730,686	6.47



Outstanding, March 31, 2022	2,403,108	4.00		2.73	$	12,377
Exercisable, March 31, 2022	1,098,873	$	2.92	1.81	$	6,846

The summary of the Company’s non-vested SARs at March 31, 2022 and December 31, 2021, respectively, and the changes for the fiscal periods ending on those dates, are presented below:


	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested, December 31, 2020	1,720,623	$	1.25

Vested	(1,147,074)	1.27

Non-vested, December 31, 2021	573,549	$	1.19
Granted	730,686	3.60


Non-vested, March 31, 2022	1,304,235	$	2.54

The components of share-based compensation are as follows:


	Three months ended March 31,
		2022		2021
Recognized expense
Stock options		$	32	$	200
RSU awards(1)		484		362
SARs		346		135
Total recognized expense		$	862	$	697

(1)The fair value of the RSUs granted under the Compensation Plan for the three months ended March 31, 2022 and 2021 was estimated at the date of grant, using the stated market price on the NYSE American.

At March 31, 2022, there were $0.12 million, $2.31 million, and $2.28 million of unrecognized compensation costs related to the unvested stock options, RSU awards and SARs, respectively, to be recognized over a weighted average period of 1.52 years, 2.14 years, and 1.41 years, respectively.