STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

11. STOCK-BASED COMPENSATION

In April 2014, the Company adopted the Medical Transcription Billing, Corp. 2014 Equity Incentive Plan (the “Original Plan”), reserving a total of 1,351,000 shares of common stock for grants to employees, officers, directors and consultants. On April 14, 2017, the Original Plan was amended and restated whereby an additional 1,500,000 shares of common stock and 100,000 shares of Series A Preferred Stock were added to the plan for future issuance (the “A&R Plan”). During 2018, an additional 200,000 shares of Series A Preferred Stock were added to the A&R Plan for future issuance. In May 2020, an additional 2,000,000 shares of common stock and an additional 300,000 shares of Series A Preferred Stock were added to the A&R Plan for future issuance. During 2022, an additional 1,000,000 shares of common stock and 200,000 shares of Series B Preferred Stock were added to the A&R Plan for future issuance. As of March 31, 2023, 971,616 shares of common stock and 38,000 shares of Series B Preferred Stock are available for grant. Permissible awards include incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, RSUs, performance stock and cash-settled awards and other stock-based awards in the discretion of the Compensation Committee of the Board of Directors including unrestricted stock grants.

Certain equity-based RSU agreements contain a provision in which the units shall immediately vest and become converted into common shares at the rate of one share per RSU, immediately after a change in control, as defined in the award agreement.

Common and preferred stock RSUs

In February 2022, the Compensation Committee approved executive bonuses to be paid in shares of Series B Preferred Stock, with the number of shares and the amount based on specified criteria being achieved during the year 2022. These shares were awarded in early 2023 based on the achievement of the specified criteria.

In February 2023, the Compensation Committee approved executive bonuses to be paid in shares of Series B Preferred Stock with the number of shares and the amount based on specified criteria being achieved during the year 2023. For the three months ended March 31, 2023, an expense of approximately $123,000 was recorded for these bonuses based on the value of the shares at the grant date and recognized over the service period. The portion of the stock compensation expense to be used for the payment of withholding and payroll taxes is included in accrued compensation in the consolidated balance sheets. The balance of the stock compensation expense has been recorded as additional paid-in capital.

The following table summarizes the RSU transactions related to the common and preferred stock under the A&R Plan for the three months ended March 31, 2023 and 2022:

	Common Stock			Series A Preferred Stock			Series B Preferred Stock
Outstanding and unvested shares at January 1, 2023		645,475			-			80,462
Granted		546,851			-			62,000
Vested		(498,660	)		-			(57,263	)
Forfeited		(19,975	)		-			-
Outstanding and unvested shares at March 31, 2023		673,691			-			85,199
Outstanding and unvested shares at January 1, 2022		418,039			34,000			-
Granted		360,398			-			34,000
Vested		(208,817	)		(34,000	)		-
Forfeited		(25,494	)		-			-
Outstanding and unvested shares at March 31, 2022		544,126			-			34,000

The liability for the 43,597 cash-settled awards and the liability for withheld taxes in connection with the equity awards was approximately $246,000 and $1.0 million at March 31, 2023 and December 31, 2022, respectively, and is included in accrued compensation in the consolidated balance sheets. During the three months ended March 31, 2022, approximately $13,000 was paid in connection with the cash-settled awards. No amounts were paid in connection with cash-settled awards during the quarter ended March 31, 2023.

Stock-based compensation expense

The Company recognizes compensation expense on a straight-line basis over the total requisite service period for the entire award. For stock awards classified as equity, the market price of our common stock or preferred stock on the date of grant is used in recording the fair value of the award and includes the related taxes. For stock awards classified as a liability, the earned amount is marked to market based on the end of period common stock price.

The following table summarizes the components of share-based compensation expense for the three months ended March 31, 2023 and 2022:

Stock-based compensation included in the consolidated statements of operations:

	Three Months Ended March 31,
	2023		2022
	($ in thousands)
Direct operating costs	$	88	$	217
General and administrative		605		380
Research and development		37		70
Selling and marketing		342		220
Total stock-based compensation expense	$	1,072	$	887