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STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION | 12 Months Ended
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Dec. 31, 2021
Equity [Abstract] |
STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION | STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION Common Stock The Company is authorized to issue up to 37,500,000 shares of Common Stock, $0.001 par value per share. The following table summarizes issuances of shares of our common stock for the twelve months ended December 31, 2021 and 2020 (amounts in thousands):
|  |  | Twelve Months Ended December 31,
Issuance | Additional disclosure |  | 2021 |  | 2020
Director compensation (1) | Stock-Based Compensation discussion below |  | — |  |  | 96,014 |
Vesting of employee stock awards (2) | Stock-Based Compensation discussion below |  | 294,642 |  |  | — |
Acquisition of Port Allen facility (3) | Note 6 |  | 500,000 |  |  | — |
______________ (1) In February 2020, the Company issued 34,706 shares of common stock to former directors as payment for services rendered as members of the American Electric Board of Directors, and in April 2020, the Company issued 61,308 shares of common stock to independent directors as payment for services rendered as members of the Company's Board of Directors. (2) Amounts are net of shares withheld to cover employee tax payments. Amounts vested are for various employees. (3) In May 2021, the Company issued 500,000 shares of common stock, valued at $3.8 million, as partial consideration for the purchase of an LNG production facility in Port Allen, Louisiana. See Note 6 for further discussion of our acquisition of our LNG production facility in Port Allen. Preferred Stock Our Board of Directors has the authority, without stockholder approval, to issue up to 1,000,000 shares of Preferred Stock, $.001 par value. The authorized Preferred Stock may be issued by the Board of Directors in one or more series and with the rights, privileges and limitations of the Preferred Stock determined by the Board of Directors. The rights, preferences, powers and limitations of different series of Preferred Stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions, and other matters. As of December 31, 2021, we have no Preferred Stock issued or outstanding. Stock-Based Compensation Under Our Long-Term Incentive Plan (a) Amended and Restated 2019 Long Term Incentive Plan The Company has a long-term incentive plan which was approved by the Board of Directors on December 9, 2019 (the “2019 Plan”). The 2019 Plan provides for the award of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, substitute awards, other stock-based awards, cash awards and/or any combination of the foregoing which may be granted to employees, officers and directors of the Company and affiliates or to any other person who performs services to the Company and affiliates (including independent contractors and consultants of the Company and its subsidiaries). In July 2021, the Company's Board of Directors approved the Amended and Restated 2019 Long Term Incentive Plan (the “Amended and Restated Plan”), which was subsequently approved by the Company's shareholders on September 14, 2021. Under the Amended and Restated Plan, the maximum number of shares of common stock available for issuance was increased from 1,675,000 shares under the 2019 Plan to 4,000,000 shares. No participant may receive a grant covering more than 2,000,000 shares of our common stock in any year and a non-employee member of the Board may not be granted more than 100,000 shares in any year. In the event of certain changes in the Company’s common stock such as recapitalization, reclassification, stock split, combination or exchange of shares, stock dividends or the like, appropriate adjustment will be made in the number and kind of shares available for issuance under the Amended and Restated Plan as well as the purchase price, if any, per share. (b) Restricted Stock Awards During 2020, the Company granted 61,308 RSAs to independent directors under the 2019 Plan. The fair value of the RSAs on the date of grant was $150 thousand based on the previous day closing price of our common stock which was at a weighted average grant date fair value of $3.67 per award. The Company recognized $133 thousand in stock-based compensation costs for the year ended December 31, 2020 and $17 thousand in stock-based compensation cost for the year ended December 31, 2021, which is included in general and administrative expense. (c) Restricted Stock Units On August 22, 2021, the Company entered into a separation and release agreement with James C. Reddinger (formerly the Company's chief executive officer) pursuant to which Mr. Reddinger voluntarily resigned from his employment with the Company and as a member of the Company’s Board of Directors. Under the separation and release agreement, the Company agreed that Mr. Reddinger’s 500,000 RSUs granted under the 2019 Plan would fully vest as of August 22, 2021, subject to Mr. Reddinger agreeing to hold the shares through December 31, 2022, and his continued compliance with his obligations in his separation and release agreement. The remaining unamortized cost of $0.5 million associated with Mr. Reddinger’s RSUs were expensed upon resignation because the issuance of the shares to Mr. Reddinger was no longer contingent upon any future service or term of employment. On August 23, 2021, the Company appointed Westervelt T. Ballard, Jr., as its president and chief executive officer. In connection with Mr. Ballard's appointment, the Company granted Mr. Ballard 500,000 RSUs, of which 250,000 RSUs vested immediately on August 23, 2021. The remaining 250,000 will vest over a two-year period in two equal tranches on August 23, 2022, and August 23, 2023, conditioned on Mr. Ballard remaining continuously employed through each vesting date. The fair value of the RSUs on the date of grant was $3.4 million based on the previous day closing price of our common stock on the grant date. During 2020, the Company granted 781,000 RSUs with a grant date fair value of $1.4 million to employees under the 2019 Plan. A summary of the Company's restricted stock awards and restricted stock units activity during the fiscal years 2021 and 2020 are presented in the following table:
| # of Restricted Stock Awards and Units |  | Weighted Average Grant Date Fair Value per Share
Unvested at 12/31/2019 | — |  |  | $ | — |
Granted | 882,320 |  |  | 1.99 |
Vested (1) | (96,014) |  |  | 3.84 |
Forfeited | (2,500) |  |  | 1.75 |
Unvested at 12/31/2020 | 783,806 |  |  | 1.76 |
Granted | 500,000 |  |  | 6.78 |
Vested (2) | (851,283) |  |  | 3.23 |
Forfeited | (5,504) |  |  | 1.75 |
Unvested at 12/31/2021 | 427,019 |  |  | 4.69 |
______________ (1) Amounts are RSAs which are considered issued upon grant. Unamortized costs related to restricted stock awards was $0 and $17 thousand at December 31, 2021 and 2020, respectively. (2) Amount includes 500,000 RSUs which vested upon the resignation of Mr. Reddinger and 250,000 RSUs which vested upon the employment of Mr. Ballard as described above. The Company recognized total stock-based compensation costs, net of forfeitures of $2.9 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively, related to RSAs and RSUs which is included in general and administrative expenses in the Consolidated Statements of Operations. For the year ended December 31, 2021, $2.0 million in stock-based compensation costs, related to the grant of RSUs to Mr. Ballard, including the immediate vesting of 250,000 RSUs, $0.5 million related to the accelerated vesting of RSUs granted James Reddinger upon his resignation and the remaining $0.4 million related to vesting of RSUs granted to other employees was recognized. As of December 31, 2021, the Company had $1.5 million of unrecognized compensation costs related to 427,019 outstanding RSUs, which is expected to be recognized over a weighted average period of less than two years. All RSUs are expected to vest. (d) Stock Options The Company agreed to grant Mr. Ballard 1,300,000 options to purchase an equal amount of the Company’s common stock under the terms of Mr. Ballard's employment agreement, with a strike price equal to $10.00 per share, which will vest (i) 442,000 options on August 23, 2022, (ii) 429,000 options on August 23, 2023, and (iii) 429,000 options on August 23, 2024, conditioned on Mr. Ballard remaining continuously employed through each vesting date. The Company has estimated the value of the options using a valuation model. The full aggregate fair value determined was $2.9 million using observable inputs from trading values of the Company's shares of stock. The Company recognized the stock-based compensation costs pro-rata for the third and fourth quarters for the year ended December 31, 2021, which is included in general and administrative expenses in the consolidated statements of operations. Assumptions used in determining the valuation of the options included the following: •A strike price of $10.00 per the employment agreement with 3 year vesting terms and the closing price of the common stock of $6.78 at August 23, 2021 (the date the employment agreement). •The risk free rate assumed the return of a U.S. Treasury bill of 3 years (the vesting period), which was approximately 0.7% at August 23, 2021. •$0 dividends as we have not historically paid dividends. •A term of 6.5 years, which was determined as the midpoint between the vesting period of 3 years with an anticipated expiration date of 10 years. •Volatility of approximately 44%. At December 31, 2021, we had no other stock option awards outstanding. Stock-based compensation costs associated with the Company's stock options was $0.3 million and $0 for the years ended December 31, 2021 and 2020, respectively. Issuances of Warrants We issued warrants to an unaffiliated party in 2017 in connection with a financing transaction which have a cashless exercise option. As of December 31, 2021, remaining, outstanding warrants to purchase 62,500 shares of our common stock were as follows:
Date of Issuance |  | No. of Warrants |  | Exercise Price |  | Expiration Date
Nov. 13, 2017 |  | 62,500 |  | $18.08 |  | Nov. 13, 2022

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