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STOCKHOLDERS' EQUITY | 9 Months Ended
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Sep. 30, 2021
STOCKHOLDERS' EQUITY |
STOCKHOLDERS' EQUITY | 11. STOCKHOLDERS’ EQUITY Warrants On October 8, 2019, the Company entered into a warrant agreement (the Warrant Agreement) with Broadridge Corporate Issuer Solutions, Inc. as the warrant agent, pursuant to which the Company issued three series of warrants (the Series A Warrants, the Series B Warrants and the Series C Warrants and together, the Warrants), on a pro rata basis to pre-emergence holders of the predecessor Company’s common stock pursuant to the Company’s plan of reorganization. Each Warrant represents the right to purchase one share of common stock at the applicable exercise price, subject to adjustment as provided in the Warrant Agreement and as summarized below. On October 8, 2019, the Company issued (i) Series A Warrants to purchase an aggregate of 1,798,322 shares of common stock, with an initial exercise price of $40.17 per share, (ii) Series B Warrants to purchase an aggregate of 2,247,985 shares of common stock, with an initial exercise price of $48.28 per share and (iii) Series C Warrants to purchase an aggregate of 2,890,271 shares of common stock, with an initial exercise price of $60.45 per share. Each series of Warrants issued under the Warrant Agreement has a three-year term, expiring on October 8, 2022. The strike price of each series of Warrants issued under the Warrant Agreement increases monthly at an annualized rate of 6.75%, compounding monthly, as provided in the Warrant Agreement. As of September 30, 2021, the Company had 1.8 million Series A, 2.2 million Series B and 2.9 million Series C Warrants outstanding with corresponding exercise prices of $44.36, $53.59 and $67.44 per share, respectively. The Warrants do not grant any voting or control rights or dividend rights, or contain any negative covenants restricting the operation of the Company’s business. Incentive Plans On January 29, 2020, the Company’s board of directors adopted the 2020 Long-Term Incentive Plan (the Plan) with an effective date of January 1, 2020 in which an aggregate of approximately 1.5 million shares of the Company’s common stock were available for grant pursuant to awards under the Plan. On June 8, 2021, Amendment No. 1 to the Plan to increase, by 0.3 million shares, the maximum number of shares of common stock that may be issued thereunder, i.e., a maximum of approximately 1.8 million shares, became effective. As of September 30, 2021 and December 31, 2020, a maximum of 0.5 million and 0.2 million, respectively, of the Company’s common stock remained reserved for issuance under the Plan. The Company accounts for stock-based payment accruals under authoritative guidance on stock compensation. The guidance requires all stock-based payments to employees and directors, including grants of stock options and restricted stock, to be recognized in the financial statements based on their fair values. The Company has elected not to apply a forfeiture estimate and will recognize a credit in compensation expense to the extent awards are forfeited. For the three and nine months ended September 30, 2021, the Company recognized expense of $0.5 million and $1.6 million, respectively, related to stock-based-compensation. For the three and nine months ended September 30, 2020, the Company recognized expense of $0.6 million and $1.8 million, respectively, related to stock-based compensation. Stock-based compensation expense is recorded as a component of "General and administrative" on the unaudited condensed consolidated statements of operations. Stock Options From time to time, the Company grants stock options under the Plan covering shares of common stock to employees of the Company. Stock options, when exercised, are settled through the payment of the exercise price in exchange for new shares of stock underlying the option. Awards granted under the Plan typically vest over a four year period at a rate of one-fourth on the annual anniversary date of the grant and expire seven years from the date of grant. No stock options were granted during the nine months ended September 30, 2021. At September 30, 2021, the Company had $0.5 million of unrecognized compensation expense related to non-vested stock options to be recognized over a weighted-average period of 1.5 years. During the nine months ended September 30, 2020, the Company granted stock options under the Plan covering 0.6 million shares of common stock to employees of the Company. These stock options have exercise prices ranging from $18.91 to $37.83 with a weighted average exercise price of $28.32 per share. At September 30, 2020, the Company had $1.2 million of unrecognized compensation expense related to non-vested stock options to be recognized over a weighted-average period of 2.0 years. Restricted Stock From time to time, the Company grants shares of restricted stock units (RSUs) under the Plan to employees of the Company. Under the Plan, employee RSUs will vest and convert to shares typically over a four year period at a rate of one-fourth on the annual anniversary date of the grant or when the performance or market conditions described below occur. During the nine months ended September 30, 2021, the Company granted less than 0.1 million shares of RSUs which will vest over four years at a rate of one-fourth on the annual anniversary date of the grant. These RSUs were granted at a fair value price of $8.00 per share. At September 30, 2021, the Company had $2.7 million of unrecognized compensation expense related to non-vested RSU awards to be recognized over a weighted average period of 2.0 years. During the nine months ended September 30, 2020, the Company granted 1.0 million shares of RSUs with the vesting conditions and fair values described below under the Plan to employees of the Company. At September 30, 2020, the Company had $4.9 million of unrecognized compensation expense related to non-vested RSU awards to be recognized over a weighted average period of 2.7 years.
| ● | 0.4 million RSUs granted will vest over four years at a rate one-fourth on the annual anniversary date of the grant. These RSUs were granted at fair value prices ranging from $4.36 to $11.89 with a weighted average fair value price of $11.55 per share.
| ● | 0.2 million RSUs granted will vest in full only upon achievement of certain business combination goals, as defined in the award agreements. These RSUs were granted at fair values ranging from $7.88 to $11.89 with a weighted average fair value price of $11.32 per share. As of September 30, 2021, a business combination, as defined in the awards agreements, had not been consummated and was not considered probable. As such, no expense has been recognized for the RSUs with business combination vesting conditions.
| ● | 0.4 million RSUs granted will vest in full or in part or may terminate based on the Company’s total shareholder return relative to the total shareholder return of certain of its peer companies as defined in the award agreements over the performance period ending on February 20, 2024. These RSUs were granted at fair values ranging from $4.05 to $6.48 with a weighted average fair value of $6.13 per share.
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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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