XML 25 R15.htm IDEA: XBRL DOCUMENT v3.22.2.2
Equity Compensation Plans
 9 Months Ended
Sep. 30, 2022
Stock Options [Abstract]  
EQUITY COMPENSATION PLANS

9. EQUITY COMPENSATION PLANS

 

In April 2018, the Company adopted the FlexShopper, Inc. 2018 Omnibus Equity Compensation Plan (the “2018 Plan”). The 2018 Plan replaced the Prior Plans. No new awards will be granted under the Prior Plans; however, awards outstanding under the Prior Plans upon approval of the 2018 Plan remain subject to and will be settled with shares under the applicable Prior Plan.

 

Grants under the 2018 Plan and the Prior Plans consist of incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares, restricted stock units, dividend equivalents and other stock-based awards. Employees, directors and consultants and other service providers are eligible to participate in the 2018 Plan and the Prior Plans. As of September 30, 2022, approximately 580,000 shares remained available for issuance under the 2018 Plan.

 

Stock-based compensation expense include the following components:

  

   Three Months ended
September 30,		   Nine Months ended
September 30,		 
   2022   2021   2022   2021 
Stock options  $238,233   $265,407   $762,340   $894,892 
Performance share units   149,065    
-
    187,663    
-
 
Total stock-based compensation  $387,298   $265,407   $950,003   $894,892 

 

The fair value of stock-based compensation is recognized as compensation expense over the vesting period. Compensation expense recorded for stock-based compensation in the consolidated statements of operations was $387,298 and $950,003 for the three and nine months ended September 30, 2022, respectively, and $265,407 and $894,892 for the three and nine months ended September 30, 2021, respectively. Unrecognized compensation cost related to non-vested options and PSU at September 30, 2022 amounted to $1,452,640, which is expected to be recognized over a weighted average period of 2.38 years.

 

Stock options:

 

The fair value of stock options is recognized as compensation expense by the straight-line method over the vesting period. The Company measured the fair value of each stock option award on the date of grant using the Black-Scholes-Merton (BSM) pricing model with the following weighted average assumptions:

 

   Nine months
ended
September 30,
2022		  Nine months
ended
September 30,
2021
Exercise price   $ 0.9 to 1.86    $ 2.38 to 3.09
Expected life  6 years   5 years
Expected volatility  69%  92%
Dividend yield  0%  0%
Risk-free interest rate  1.89 to 4.02 %  0.31 to 0.98 %

 

The expected dividend yield is based on the Company’s historical dividend yield. The expected volatility is based on the historical volatility of the Company’s common stock. The expected life is based on the simplified expected term calculation permitted by the Securities and Exchange Commission, which defines the expected life as the average of the contractual term of the options and the weighted-average vesting period for all option tranches. The risk-free interest rate is based on the annual yield on the grant date of a zero-coupon U.S. Treasury bond the maturity of which equals the option’s expected life.

 

Activity in stock options for the nine months period ended September 30, 2022 and September 30, 2021 was as follows:

 

   Number of
options		   Weighted
average
exercise
price		   Weighted
average
contractual
term
(years)		   Aggregate
intrinsic
value		 
Outstanding at January 1, 2022   3,080,904   $2.06    
      
   $1,923,642 
Granted   1,094,002    1.50         
-
 
Exercised   (308,526)   0.85         480,029 
Forfeited   (7,333)   2.22         2,273 
Expired   (25,000)   1.70         - 
Outstanding at September 30, 2022   3,834,047   $2.00    6.96   $1,219,962 
Vested and exercisable at September 30, 2022   2,694,862   $2.10    6.48   $928,330 
                     
Outstanding at January 1, 2021   2,595,700   $1.92        $2,491,026 
Granted   592,348    2.52         
-
 
Exercised   (30,999)   0.81         68,278 
Forfeited   (43,334)   2.13         53,952 
Outstanding at September 30, 2021   3,113,715   $2.04    6.94   $3,855,698 
Vested and exercisable at September 30, 2021   2,127,537   $2.03    7.02   $2,850,630 

 

The weighted average grant date fair value of options granted during the nine month period ended September 30, 2022 and September 30, 2021 was $0.91 and $1.77 per share, respectively.

 

Performance Share Units:

 

On February 10, 2022, the Compensation Committee of the Board of Directors approved awards of performance share units to certain senior executives of the Company.

 

For performance share units, which are settled in stock, the number of shares earned is subject to both performance and time-based vesting. For the performance component, the number of shares earned is determined at the end of the periods based upon achievement of specified performance conditions as adjusted EBITDA of the Company. When the performance criteria are met, the award is earned and vests assuming continued employment through the specified service period(s). Shares are issued from the Company’s 2018 Omnibus Equity Compensation Plan upon vesting. The number of performance-based shares which could potentially be issued ranges from 0 up to a maximum of 790,327 of the target awards depending on the specified terms and conditions of the target award.

 

The fair value of performance share units is based on the fair market value of the Company’s common stock on the date of grant. The compensation expense associated with these awards is amortized on an accelerated basis over the vesting period based on the Company’s projected assessment of the level of performance that will be achieved and earned. In the event the Company determines it is no longer probable that the minimum performance criteria specified in the plan will be achieved, all previously recognized compensation expense is reversed in the period such a determination is made. The Company determined it was probable that the minimum performance component would be met and accordingly commenced amortization in the quarter ended March 31, 2022.

 

Activity in performance share units for the nine months ended September 30, 2022 was as follows:

 

   Number of
performance
share
units		   Weighted
average
grant date
fair
value		 
Non- vested at January 1, 2022   
-
    
-
 
Granted   790,327   $1.53 
Forfeited/ unearned   
-
    
-
 
Vested   
-
    
-
 
Non- vested at September 30, 2022   790,327   $1.53