Share-Based Payments | SHARE-BASED PAYMENTS The Company, under the 2021 Amended and Restated Omnibus Equity Incentive Compensation Plan (the “ Compensation Plan ”), maintains an equity incentive plan for directors, executives, eligible employees and consultants. Equity incentive awards include employee stock options, RSUs and SARs. The Company issues new shares of common stock to satisfy exercises and vesting under its equity incentive awards. At December 31, 2021, a total of 15,626,220 Common Shares were authorized for equity incentive plan awards. Employee Stock Options The Company, under the Compensation Plan, may grant stock options to directors, executives, employees and consultants to purchase Common Shares of the Company. The exercise price of the stock options is set as the higher of the Company’s closing share price on the day before the grant date and the five-day VWAP ending on the day before the grant date. Stock options granted under the Compensation Plan generally vest over a period of two years or more and are generally exercisable over a period of five years from the grant date, such period not to exceed 10 years. The value of each option award is estimated at the grant date using the Black-Scholes Option Valuation Model. The fair value of the stock options granted under the Compensation Plan for the years ended December 31, 2021, 2020 and 2019 was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions: Years ended December 31, 2021 2020 2019 Risk-free interest rate 0.44 % 1.27 % 2.62 % Expected life (in years) 5.0 years 4.6 years 5.0 years Expected volatility 61.96 % 61.81 % * 59.38 % * Expected dividend yield 0 % 0 % 0 % Weighted average grant date fair value $ 2.06 $ 0.82 $ 1.54 * Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the stock options. The summary of the Company’s stock options at December 31, 2021, 2020 and 2019, respectively, and the changes for the fiscal periods ending on those dates, are presented below: Range of Exercise Prices Number of Shares Weighted Average Weighted Average Remaining Contractual Life (Years) Intrinsic Value Outstanding, December 31, 2018 $1.70 - $15.61 1,732,754 $ 3.84 Granted 2.92 296,450 2.92 Exercised 1.70 - 2.92 (54,805) 2.27 Forfeited 1.70 - 7.42 (342,866) 3.94 Expired 6.97 (144,100) 6.97 Outstanding, December 31, 2019 $1.70 - $15.61 1,487,433 $ 3.43 Granted 1.76 - 3.06 711,414 1.77 Exercised 1.70 - 2.92 (302,707) 1.97 Forfeited 1.70 - 5.18 (188,541) 3.26 Expired 4.12 - 5.22 (98,512) $ 4.40 Outstanding, December 31, 2020 $1.70 - $15.61 1,609,087 $ 2.91 Granted 3.89 - 8.41 169,310 3.99 Exercised 1.70 - 7.42 (775,814) 2.95 Forfeited 1.76 - 5.91 (8,048) 3.16 Expired 1.70 - 15.61 (51,653) 8.14 Outstanding, December 31, 2021 $1.70 - $8.41 942,882 $ 2.79 2.50 $ 4,565 Exercisable, December 31, 2021 $1.70 - $7.14 729,565 $ 2.83 2.22 $ 3,504 In the year ended December 31, 2021, the Company issued 775,814 shares upon exercise of stock options at an average exercise price of $2.95 with an intrinsic value of $2.88 million. The Company received cash proceeds related to stock option exercises of $2.38 million during the year ended December 31, 2021. In the year ended December 31, 2020, the Company issued 302,707 shares upon exercise of stock options at an average exercise price of $1.97 with an intrinsic value of $0.42 million. The Company received cash proceeds related to stock option exercises of $0.49 million during the year ended December 31, 2020. In the year ended December 31, 2019, the Company issued 54,805 shares upon exercise of stock options at an average exercise price of $2.27 with an intrinsic value of $0.05 million. The Company received cash proceeds related to stock option exercises of $0.15 million during the year ended December 31, 2019. The summary of the Company’s non-vested stock options at December 31, 2021, 2020 and 2019, respectively, and the changes for the fiscal periods ending on those dates, are presented below: Number of Shares Weighted Average Grant Date Fair Value Non-vested, December 31, 2018 297,044 $ 1.06 Granted 296,450 1.54 Vested (356,626) 1.27 Forfeited (13,487) 1.59 Non-vested, December 31, 2019 223,381 $ 1.32 Granted 711,414 0.82 Vested (508,630) 0.94 Forfeited (22,175) 0.96 Non-vested, December 31, 2020 403,990 $ 0.94 Granted 169,310 2.06 Vested (351,934) 1.23 Forfeited (8,049) 1.60 Non-vested, December 31, 2021 213,317 $ 1.34 Restricted Stock Units The Company grants RSUs to directors, executives and eligible employees. Awards for executives and eligible employees are determined as a target percentage of base salary and generally vest over three years. Prior to vesting, holders of RSUs generally do not have voting rights. The RSUs are subject to forfeiture risk and other restrictions. Upon vesting, the employee is entitled to receive one share of the Company’s common stock for each RSU at no additional payment. During the year ended December 31, 2021, the Company’s Board of Directors issued 0.44 million RSUs under the Compensation Plan (2020 – 0.74 million, 2019 - 0.73 million). The summary of the Company’s non-vested RSUs at December 31, 2021, 2020 and 2019, respectively, and the changes for the fiscal periods ending on those dates, are presented below: Number of Shares Weighted Average Grant Date Fair Value Non-vested, December 31, 2018 1,580,187 $ 1.99 Granted 731,435 2.91 Vested (862,378) 2.00 Forfeited (133,708) 2.40 Non-vested, December 31, 2019 1,315,536 $ 2.45 Granted 740,998 1.65 Vested (746,477) 2.45 Forfeited (216,001) 2.13 Non-vested, December 31, 2020 1,094,056 $ 1.98 Granted 441,241 3.89 Vested (635,233) 1.94 Forfeited — — Non-vested, December 31, 2021 900,064 $ 2.94 The total intrinsic value and fair value of RSUs that vested and were settled for equity in the year ended December 31, 2021 was $2.67 million (2020 - $1.21 million, 2019 - $2.51 million). Stock Appreciation Rights During the year ended December 31, 2019, the Company’s Board of Directors issued 2.20 million SARs under the Compensation Plan (2021 and 2020 - nil) with a fair value of $1.25 per SAR. These SARs are intended to provide additional long-term performance-based equity incentives for the Company’s senior management. The SARs are performance based because they only vest upon the achievement of performance goals designed to significantly increase shareholder value. Each SAR granted entitles the holder to receive, upon a valid exercise, payment from the Company in cash or Common Shares (at the sole discretion of the Company) in an amount representing the difference between the fair market value (“ FMV ”) of the Company’s Common Shares on the date of exercise and $2.92 (the closing market price or “Grant Price” at the time of grant). Fair Market Value as used herein means the closing price of the Shares on the TSX or the NYSE American on the trading day immediately prior to the date of exercise. The term of the SARs grant is five years, with SARs vesting only upon the achievement of the following performance goals: as to one-third of the SARs granted, automatically upon the 90-calendar-day volume weighted average price (“ VWAP ”) of the Company’s Common Shares on the NYSE American equaling or exceeding $5.00 for any continuous 90-calendar-day period; as to an additional one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $7.00 for any continuous 90-calendar-day period; and as to the final one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $10.00 for any continuous 90-calendar-day period. Further, notwithstanding the foregoing vesting schedule, no SARs were able to be exercised by the holder for an initial period of one year from the Date of Grant; the date first exercisable being January 22, 2020. The first two tranches of these vesting performance goals were met during the year ended December 31, 2021. The summary of the Company’s SARs at December 31, 2021, 2020 and 2019, respectively, and the changes for the fiscal periods ending on those dates, are presented below: Number of Shares Weighted Average Weighted Average Remaining Contractual Life (Years) Intrinsic Value Outstanding, December 31, 2018 — $ — Granted 2,195,994 2.92 Exercised — — Forfeited (30,485) 2.92 Expired — — Outstanding, December 31, 2019 2,165,509 $ 2.92 Granted — — Exercised — — Forfeited (444,886) 2.92 Expired — — Outstanding, December 31, 2020 1,720,623 $ 2.92 Granted — — Exercised (48,201) 2.92 Forfeited — — Expired — — Outstanding, December 31, 2021 1,672,422 $ 2.92 2.06 $ 7,877 Exercisable, December 31, 2021 1,098,873 $ 2.92 2.06 $ 5,176 In the year ended December 31, 2021, the Company issued 5,643 shares and paid cash of $0.26 million upon the exercise of 48,201 SARs with a total intrinsic value of $0.31 million. The summary of the Company’s non-vested SARs at December 31, 2021, 2020 and 2019, respectively, and the changes for the fiscal periods ending on those dates, are presented below: Number of Shares Weighted Average Grant Date Fair Value Non-vested December 31, 2018 — $ — Granted 2,195,994 1.25 Vested — — Forfeited (30,485) 1.25 Non-vested December 31, 2019 2,165,509 $ 1.25 Granted — — Vested — — Forfeited (444,886) 1.25 Non-vested December 31, 2020 1,720,623 $ 1.25 Granted — — Vested (1,147,074) 1.27 Forfeited — — Non-vested December 31, 2021 573,549 $ 1.19 The components of share-based compensation are as follows: Years ended December 31, 2021 2020 2019 Recognized expense Stock options $ 323 $ 555 $ 453 RSU awards (1) 1,562 1,272 2,006 SARs 273 771 1,312 Total recognized expense $ 2,158 $ 2,598 $ 3,771 (1) The fair value of the RSUs granted under the Compensation Plan for the years ended December 31, 2021, 2020 and 2019, was estimated at the date of grant, using the stated market price. At December 31, 2021, there were $0.06 million, $0.68 million and nil of unrecognized compensation costs related to the unvested stock options, RSU awards and SARs, respectively, to be recognized over a weighted average period of 1.13 years, 1.67 years, and zero years, respectively. |