Annual report pursuant to Section 13 and 15(d)

Note 8 - Equity

v3.8.0.1
Note 8 - Equity
12 Months Ended
Dec. 31, 2017
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
Note
8:
 
Equity
 
 
Stock Options
 
On
May 15, 2014,
the Company adopted the
2014
Stock Plan (
“2014
Plan”). The
2014
Plan is designed to supersede and replace the
2012
Plan, effective as of the adoption date and set aside
1,513,000
shares of the Company’s common stock that
may
be granted under the
2014
Plan.
 
During the year ended
December 31, 2016,
the Company granted
660,000
stock options to employees with exercise prices ranging from
$2.23
-
$4.11.
 
 
During the year ended
December 31, 2017,
the Company granted
295,286
stock options to employees with exercise prices ranging from
$2.65
-
$5.51.
 
 
The Company’s stock trading price is the basis of fair value of its common stock used in determining the value of share-based awards. To the extent the value of the Company’s share-based awards involves a measure of volatility, it will rely upon the volatilities from publicly traded companies with similar business models until its common stock has accumulated enough trading history for it to utilize its own historical volatility. We use the simplified method as to calculate the expected term of stock option grants to employees as we do
not
have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term of stock options granted to employees. Accordingly, the expected life of the options granted is based on the average of the vesting term and the contractual term of the option. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury
10
-year yield curve in effect at the date of the grant. 
 
The Company has computed the fair value of all options granted during the years ended
December 31, 2017
and
2016,
using the following assumptions:
 
    Year Ended December 31,
    2017   2016
Expected volatility  
 
42%
 
 
42%
-
45%
Expected dividends  
 
None
 
 
 
None
 
Expected term (years)  
5.5
-
7
 
 
7
 
Risk-free rate  
1.98%
to
2.20%
 
1.19%
-
1.68%
Forfeiture rate  
 
20%
 
 
 
20%
 
 
The information below summarizes the stock options:
 
    Number of
Shares
  Weighted
Average
Exercise
Price
  Weighted
Average
Fair
Value
  Weighted
Average
Remaining
Contractual Life
Outstanding at December 31, 2015    
477,459
    $
4.30
    $
2.01
     
8.7
 
Granted at market price    
660,000
     
3.22
     
 
     
 
 
Exercised    
(37,824
)    
1.88
     
 
     
 
 
Cancelled    
(146,560
)    
4.34
     
 
     
 
 
Outstanding at December 31, 2016    
953,075
    $
3.66
    $
1.86
     
6.9
 
Granted at market price    
295,286
     
4.31
     
 
     
 
 
Exercised    
(206,875
)    
1.76
     
 
     
 
 
Cancelled    
(37,570
)    
5.11
     
 
     
 
 
Outstanding at December 31, 2017    
1,003,916
    $
4.18
    $
1.87
     
8.1
 
Exercisable at December 31, 2017    
287,230
    $
5.37
    $
2.38
     
7.4
 
 
The intrinsic value of the Company’s stock options outstanding was
$1,306,260
at
December 31, 2017.
 
For the years ended
December 31, 2017
and
2016,
stock-based compensation expense for stock options was
$380,067
and
$561,559,
respectively.  Unrecognized stock-based compensation expense for stock options for the year ended
December 31, 2017
was
$840,826,
which is expected to be recognized ratably over the next
2.7
years.
 
Restricted Stock
 
During
2016,
the Company granted restricted stock awards to
seven
members of the Board of Directors. The awards have been granted under The Joint Corp.
2014
Incentive Stock Plan pursuant to the Director Compensation Policy of the Company. The awards shall vest on the earlier of (i)
one
year from the Grant Date and (ii) the date of the next annual meeting of the shareholders of the Company occurring after the Grant Date, for each to earn
12,345
shares of common stock. The estimated fair market value of these shares was valued at
$3.10
per share, based on the Company’s stock trading price, totaling approximately
$268,000
to be recognized ratably as the stock is vested. 
 
During
2017,
the Company granted restricted stock awards to
six
members of the Board of Directors. The awards have been granted under The Joint Corp.
2014
Incentive Stock Plan pursuant to the Director Compensation Policy of the Company. The awards shall vest on the earlier of (i)
one
year from the Grant Date and (ii) the date of the next annual meeting of the shareholders of the Company occurring after the Grant Date, for each to earn
9,950
shares of common stock. The estimated fair market value of these shares was valued at
$4.02
per share, based on the Company’s stock trading price, totaling approximately
$240,000
to be recognized ratably as the stock is vested. 
 
 
The information below summaries the restricted stock activity:
 
Restricted Stock Awards   Shares
Outstanding at December 31, 2015    
339,288
 
Awards granted    
86,415
 
Awards vested    
(162,440
)
Awards forfeited    
(170,848
)
Outstanding at December 31, 2016    
92,415
 
Awards granted    
59,700
 
Awards vested    
(76,070
)
Awards forfeited    
(12,345
)
Outstanding at December 31, 2017    
63,700
 
 
For the years ended
December 31, 2017
and
2016,
stock-based compensation expense for restricted stock awards was
$214,304
and
$561,922,
respectively.  Unrecognized stock-based compensation expense for restricted stock awards as of
December 31, 2017
was
$143,240
to be recognized ratably over
0.7
years.
  
Modifications
 
During the year ended
December 31, 2016,
the Company accelerated the vesting of all unvested stock options and restricted stock awards granted to the Company’s former chief development officer in connection with his separation from the Company. In addition, the Company modified the post-employment exercise period of the stock options previously granted, extending the exercise period to
December 31, 2017.
 
During the year ended
December 31, 2016,
the Company modified the post-employment exercise period of stock options previously granted to the Company’s former chief executive officer in connection with his separation from the Company. The modification extended the exercise period to
May 13, 2020.
In addition, the Company accelerated the vesting of
9,733
shares of the previously granted restricted stock awards that were scheduled to vest in
July 2016.
The remaining unvested restricted stock awards were forfeited upon separation.
 
These modifications resulted in an approximately
$412,000
increase in stock-based compensation for the year ended
December 31, 2016.
 
Treasury Stock
 
In
December 2013,
the Company exercised its right of
first
refusal under the terms of a Stockholders Agreement dated
March 10, 2010
to repurchase
534,000
shares of the Company’s common stock. The shares were purchased for
$0.45
per share or
$240,000
in cash along with the issuance of an option to repurchase the
534,000
shares. The repurchased shares were recorded as treasury stock, at cost in the amount of
$791,638.
The option is classified in equity as it is considered indexed to the Company’s stock and meets the criteria for classification in equity.  The option was granted to the seller for a term of
8
years.  The option contained the following exercise prices:
 
Year 1
 
$
0.56
 
Year 2
 
$
0.68
 
Year 3
 
$
0.84
 
Year 4
 
$
1.03
 
Year 5
 
$
1.28
 
Year 6
 
$
1.59
 
Year 7
 
$
1.97
 
Year 8
 
$
2.45
 
    
Consideration given in the form of the option was valued using a Binomial Lattice-Based model resulting in a fair value of
$1.03
per share option for a total fair value of
$551,638.
The option was valued using the Binomial Lattice-Based valuation methodology because that model embodies all of the relevant assumptions that address the features underlying the instrument.
 
During
December 2016,
the option holder partially exercised the call option and purchased
250,872
shares at a total repurchase price of
$210,000.
The Company reduced the cost of treasury shares by approximately
$113,000
related to the transaction, reduced the value of the option by approximately
$259,000,
and reduced additional paid-in-capital by approximately
$162,000.
 
During
September 2017,
the option holder exercised the remainder of the call option and purchased
283,128
shares at a total repurchase price of
$292,671.
The Company reduced the cost of treasury shares by approximately
$127,000
related to the transaction, reduced the value of the option by approximately
$292,000,
and reduced additional paid-in-capital by approximately
$127,000.
 
Warrants
 
In conjunction with the IPO, the Company issued warrants to the underwriters for the purchase of
90,000
shares of common stock, which can be exercised between
November 10, 2015
and
November 10, 2018
at an exercise price of
$8.125
per share.  The fair value of the warrants was determined using the Black-Scholes option valuation model. The warrants expire on
November 10, 2018
and have a remaining contractual life of
.9
years as of
December 31, 2017.
 
The information below summarizes the warrants:
 
    Number of
Units
  Weighted
Average
Exercise Price
  Weighted
Average
Remaining
Contractual Term (in years)
  Intrinsic
Value
Outstanding at December 31, 2015    
90,000
    $
8.13
     
2.9
    $
-
 
                                 
Granted    
-
     
-
     
-
     
-
 
                                 
Outstanding at December 31, 2016    
90,000
    $
8.13
     
1.9
    $
-
 
                                 
Granted    
-
     
-
     
-
     
-
 
                                 
Outstanding at December 31, 2017    
90,000
    $
8.13
     
0.9
    $
-
 
                                 
Exercisable at December 31, 2017    
90,000
    $
8.13
     
0.9
    $
-
 
 
Issuance of Common Stock for Legal Settlement
 
During
December 2016,
the Company entered into a settlement agreement, whereby it resolved a pending litigation matter. Under the terms of the settlement agreement, the Company agreed to a
one
-time settlement amount comprised of cash and newly issued shares of its common stock. The amounts paid by the Company in this settlement was determined by the Company
not
to be material. The fair value of the total consideration related to common stock was valued using the closing price of our common stock on the settlement date.