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STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION | 12 Months Ended
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Dec. 31, 2022
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 years ended December 31, 2022 and 2021 (amounts in thousands):
|  |  | Year Ended December 31,
Issuance | Additional disclosure |  | 2022 |  | 2021
Vesting of employee stock awards (1) | Stock-Based Compensation discussion below |  | 728,799 |  |  | 294,642 |
Acquisition of Port Allen facility (2) | Note 6 |  | — |  |  | 500,000 |
______________ (1) Amounts are net of shares withheld to cover employee tax payments. Amounts vested are for various employees. (2) 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 7 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, 2022, we have no Preferred Stock issued or outstanding. Stock-Based Compensation Under Our Long-Term Incentive Plan (a) Stock-Based Compensation Expense The Company includes stock compensation expense within general and administrative expenses in the Consolidated Statements of Operations. The Company recognized total stock-based compensation costs, net of forfeitures of $2.3 million and $3.2 million for the years ended December 31, 2022 and 2021, respectively. For the year ended December 31, 2022, the $2.3 million in stock-based compensation expense related to equity awards to executives and other employees For the year ended December 31, 2021, the $3.2 million in stock-based compensation included $2.0 million related to the grant of RSUs and stock options to Westervelt T. Ballard, Jr., as its president and chief executive officer, 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 RSUs granted to other employees. (b) 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. (c) Restricted Stock Units During 2022, the Company issued 500,000 shares of common stock, to its former chief executive officer pursuant to the terms of his separation and release agreement. The restricted stock units ("RSUs") were expensed during the third quarter 2021. On February 18, 2022, the Company granted 40,764 RSUs to executives under the Company's 2019 long term incentive plan. The fair value of the RSUs on the date of grant was $0.2 million based on the previous day closing price of our common stock on the grant date and are expensed over a three-year vesting period. 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. On the next vesting date of August 23, 2022, 125,000 RSUs vested, leaving the remaining 125,000 to vest on August 23, 2023, conditioned on Mr. Ballard remaining continuously employed through the August 23, 2023 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. 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. A summary of the Company's restricted stock awards activity during the fiscal years 2022 and 2021 are presented in the following table:
| # of Restricted Stock Awards and Units |  | Weighted Average Grant Date Fair Value per Share
Unvested at 12/31/2020 | 783,806 |  |  | 1.76 |
Granted | 500,000 |  |  | 6.78 |
Vested (1) | (851,283) |  |  | 3.23 |
Forfeited | (5,504) |  |  | 1.75 |
Unvested at 12/31/2021 | 427,019 |  |  | 1.76 |
Granted | 40,764 |  |  | 4.11 |
Vested | (247,006) |  |  | 4.30 |
Forfeited | (9,838) |  |  | 1.75 |
Unvested at 12/31/2022 | 210,939 |  |  | 4.43 |
______________ (1) 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. (d) Stock Options On February 18, 2022, the Company granted executives 774,505 stock options under the 2019 plan to purchase an equal amount of the Company’s common stock, with a strike price equal to $6.00 per share. The stock options will vest equally over a three-year vesting period. The Company estimated the value of the options using a valuation model. The full aggregate fair value determined was $1.5 million using observable inputs from trading values of the Company's shares of stock. The stock options are expensed over the vesting period. The Company recognized stock-based compensation for the year ended December 31, 2022, 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 $6.00 with 3 year vesting terms and the closing price of the common stock of $4.11. •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%. On August 23, 2021, 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 (i) 442,000 options vested on August 23, 2022, (ii) 429,000 options will vest on August 23, 2023, and (iii) 429,000 options will vest on August 23, 2024, conditioned on Mr. Ballard remaining continuously employed through each vesting date. The Company 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, 2022, 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%. A summary of the Company's stock option awards activity during the fiscal years 2022 and 2021 are presented in the following table:
| Number of Options |  | Weighted Average Exercise Price per Share |  | Weighted Average Grant Date Value per Option |  | Weighted Average Remaining Contractual Term
Outstanding at December 31, 2020 | — |  |  |  |  |  |  |
Granted | 1,300,000 |  |  | $ | 10.00 |  |  | $ | 2.21 |  |  | 9.7 years
Outstanding at December 31, 2021 | 1,300,000 |  |  | 10.00 |  |  | 2.21 |  |  | 9.7 years
Granted | 774,505 |  |  | 6.00 |  |  | 1.95 |  |  | 9.1 years
Outstanding at December 31, 2022 | 2,074,505 |  |  | $ | 8.51 |  |  | $ | 2.11 |  |  | 8.9 years
Options vested and exercisable at December 31, 2022 | 442,000 |  |  | $ | 10.00 |  |  | $ | 2.21 |  |  | 8.7 years
(e) Unrecognized Stock-Based Compensation As of December 31, 2022, the Company had $0.9 million of unrecognized compensation costs related to 210,939 outstanding RSUs and $2.7 million of unrecognized compensation costs related to 1,632,505 outstanding options, both of which are expected to be recognized over a weighted average period of less than two years. All RSUs and stock options are expected to vest. Employee 401(k) PlanThe Company has established a savings plan ("Savings Plan") which is qualified under Section 401(k) of the Internal Revenue Code. Eligible employees may elect to make contributions to the Savings Plan through salary deferrals of up to 90% of their base pay, subject to Internal Revenue Code limitations. The Company contributes to the Savings Plans, subject to limitations. For the years ended December 31, 2022 and 2021, the Company contributed $279 thousand and $231 thousand, respectively, in matching contributions to the Savings Plan.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 14 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 18 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 16 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 13 -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 40 -Section 50 -Paragraph 6 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008 + Details
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