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Stockholder's Deficit
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Stockholders' Deficit

18. STOCKHOLDERS’ DEFICIT

Authorized Capital Stock—The Company was authorized to issue 25,000,000 shares of common stock, with a par value of $0.000004 per share as of June 30, 2020 and December 31, 2019.

Warrants—In May 2015, the Company issued warrants to acquire 116,350 shares of Common Stock at a price of approximately $17.19 per share to the placement agent as consideration for backstopping the financing completed in May 2015. There were no changes related to these warrants during the three and six months ended June 30, 2020 and June 30, 2019.

Common Stock Issuances and Repurchases—During the three and six months ended June 30, 2020, the Company issued 791,139 shares of common stock with an average price per share of $31.60, in connection with the CTEH business acquisition and issued 3,500 shares at an average price per share of $6.03, in connection with the exercise of certain employee stock options. During the three months ended June 30, 2019, the Company issued 125,031 shares of common stock with an average price per share of $26.90, in connection with the TES and TESUS business acquisition and 13,750 shares of common stock with an average price per share of $7.38, in connection with the exercise of certain employee stock options. During the six months ended June 30, 2019, the Company issued 125,031 shares of common stock with an average price per share of $26.90, in connection with the TES and TESUS business acquisition and 15,000 shares of common stock with an average price per share of $6.71, in connection with the exercise of certain employee stock options.

Employee Equity Incentive Plans—The Company has two plans under which stock-based awards have been issued: (i) the Montrose Amended& Restated 2017 Stock Incentive Plan (“2017 Plan”) and (ii) the Montrose Amended & Restated 2013 Stock Option Plan (“2013 Plan”) (collectively the “Plans”).

As of June 30, 2020 and June 30, 2019, there was $6.5 million and $6.8 million, respectively, of total unrecognized stock compensation expense related to unvested options and restricted stock granted under the Plans. Such unrecognized expense is expected to be recognized over the next two years. The following number of shares were authorized to be issued and available for grant as of June 30, 2020 and June 30, 2019:

 

 

 

June 30, 2020

 

 

 

2017 Plan

 

 

2013 Plan

 

Shares authorized to be issued

 

 

1,066,160

 

 

 

2,050,244

 

Shares available for grant

 

 

20,817

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

 

 

2017 Plan

 

 

2013 Plan

 

Shares authorized to be issued

 

 

981,800

 

 

 

2,074,604

 

Shares available for grant

 

 

201,183

 

 

 

 

 

Total stock compensation expense for the Plans was as follows:

 

 

 

Three Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

 

2017 plan

 

 

2013 plan

 

 

 

 

 

 

2017 plan

 

 

2013 plan

 

 

 

 

 

 

 

Options

 

 

Restricted Stock

 

 

Options

 

 

Total

 

 

Options

 

 

Restricted Stock

 

 

Options

 

 

Total

 

Cost of revenue

 

$

342

 

 

$

 

 

$

61

 

 

$

403

 

 

$

205

 

 

$

 

 

$

147

 

 

$

352

 

Selling, general and administrative expense

 

 

299

 

 

 

370

 

 

 

68

 

 

 

737

 

 

 

145

 

 

 

110

 

 

 

687

 

 

 

942

 

 

 

$

641

 

 

$

370

 

 

$

129

 

 

$

1,140

 

 

$

350

 

 

$

110

 

 

$

834

 

 

$

1,294

 

 

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

 

2017 plan

 

 

2013 plan

 

 

 

 

 

 

2017 plan

 

 

2013 plan

 

 

 

 

 

 

 

Options

 

 

Restricted Stock

 

 

Options

 

 

Total

 

 

Options

 

 

Restricted Stock

 

 

Options

 

 

Total

 

Cost of revenue

 

$

697

 

 

$

 

 

$

131

 

 

$

828

 

 

$

345

 

 

$

 

 

$

293

 

 

$

638

 

Selling, general and administrative expense

 

 

586

 

 

 

740

 

 

 

136

 

 

 

1,462

 

 

 

272

 

 

 

212

 

 

 

1,400

 

 

 

1,884

 

 

 

$

1,283

 

 

$

740

 

 

$

267

 

 

$

2,290

 

 

$

617

 

 

$

212

 

 

$

1,693

 

 

$

2,522

 

 

Montrose Amended & Restated 2017 Stock Incentive Plan

Restricted Stock—During the six months ended June 30, 2020 and June 30, 2019, the Company issued 33,229 and 30,000 shares of restricted stock with a fair market value of $31.60 and $24.00 per share, respectively, to certain 2017 Plan participants as Director’s compensation. These shares of restricted stock granted in the six months ended June 30, 2020 vest one year from the date of grant and the shares of restricted stock granted during the six months ended June 30, 2019 vest over three years, or, in each case, in full upon a change in control, subject to the participant’s continued service as a Director throughout such date, or upon retirement. Members of the Board of Directors that receive stock-based compensation are treated as employees for accounting purposes. No restricted shares vested and were released as unrestricted shares of common stock during the six months ended June 30, 2020 and June 30, 2019. There were an aggregate of 273,122 and 242,025 restricted shares outstanding as of June 30, 2020 and June 30, 2019, respectively. There were no forfeitures, cancellations or expirations of restricted shares during the six and three months ended June 30, 2020 and June 30, 2019.

Options—Options issued to all optionees under the 2017 Plan vest over four years from the date of issuance (or earlier vesting start date, as determined by the Board of Directors) as follows: one half on the second anniversary of date of grant and the remaining half on the fourth anniversary of the date of grant, with the exception of certain annual grants to certain executive officers, which vest annually over a 3-year period. The following summarizes the options activity of the 2017 Plan for the six months ended June 30, 2020 and June 30, 2019:

 

 

 

Options to

Purchase

Common

Stock

 

 

Weighted-

Average

Exercise

Price per

Share

 

 

Weighted

Average

Grant Date

Fair Value

per Share

 

 

Weighted

Average

Remaining

Contract Life

(in Years)

 

 

Aggregate

Intrinsic

Value

of In-The-

Money

Options (in

Thousands)

 

Outstanding at December 31, 2018

 

 

257,762

 

 

$

20

 

 

$

10

 

 

 

 

 

$

1,151

 

Granted

 

 

308,990

 

 

 

24

 

 

 

13

 

 

 

 

 

 

 

 

 

Forfeitured/cancelled

 

 

(14,800

)

 

 

24

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2019

 

 

551,952

 

 

 

23

 

 

 

12

 

 

 

 

 

 

2,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

 

617,852

 

 

 

24

 

 

 

12

 

 

 

7.82

 

 

 

4,696

 

Granted

 

 

160,712

 

 

 

32

 

 

 

12

 

 

 

 

 

 

 

 

 

Forfeitured/cancelled

 

 

(5,500

)

 

 

20

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2020

 

 

773,064

 

 

 

26

 

 

 

12

 

 

 

8.03

 

 

 

4,651

 

Options vested and expected to vest

 

 

773,064

 

 

$

26

 

 

 

 

 

 

 

8.57

 

 

$

4,651

 

 

The following weighted-average assumptions were used in the Black-Sholes option-pricing model calculation for the six months ended June 30, 2020 and June 30, 2019:

 

 

 

June 30,

2020

 

 

June 30,

2019

 

Common stock value (per share)

 

$

31.60

 

 

$

26.90

 

Expected volatility

 

 

45.26

%

 

 

48.42

%

Risk-free interest rate

 

 

0.49

%

 

 

2.19

%

Expected life (years)

 

 

7

 

 

 

7

 

Forfeiture rate

 

None

 

 

None

 

Dividend rate

 

None

 

 

None

 

 

Montrose Amended & Restated 2013 Stock Option Plan—The following summarizes the activity of the 2013 Plan for the six months ended June 30, 2020 and June 30, 2019:

 

 

 

Options to

Purchase

Common

Stock

 

 

Weighted-

Average

Exercise

Price per

Share

 

 

Weighted

Average

Grant Date

Fair Value

per Share

 

 

Weighted

Average

Remaining

Contract Life

(in Years)

 

 

Aggregate

Intrinsic

Value

of In-The-

Money

Options (in

Thousands)

 

Outstanding at December 31, 2018

 

 

1,900,404

 

 

$

6

 

 

$

1

 

 

 

7.30

 

 

 

33,290

 

Forfeitured/ cancelled

 

 

(12,600

)

 

 

14

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

(4,475

)

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(11,385

)

 

 

5

 

 

 

 

 

 

 

 

 

 

 

283

 

Outstanding at June 30, 2019

 

 

1,871,944

 

 

 

6

 

 

 

1

 

 

 

6.87

 

 

 

38,235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

 

1,855,469

 

 

 

6

 

 

 

1

 

 

 

6.40

 

 

 

46,617

 

Forfeitured/ cancelled

 

 

(1,250

)

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

(8,550

)

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(3,500

)

 

 

6

 

 

 

 

 

 

 

 

 

 

 

89

 

Outstanding at June 30, 2020

 

 

1,842,169

 

 

 

6

 

 

 

1

 

 

 

5.91

 

 

 

46,276

 

Options vested and expected to vest

 

 

1,842,169

 

 

 

6

 

 

 

 

 

 

 

5.43

 

 

 

46,276

 

 

Total shares outstanding from exercised options were 205,100 shares and 201,600 shares as of June 30, 2020 and December 31, 2019.

 

Common Stock Reserved for Future Issuances—At June 30, 2020 and June 30, 2019, the Company has reserved certain stock of its authorized but unissued common stock for possible future issuance in connection with the following:

 

 

 

June 30,

2020

 

 

December 31,

2019

 

Warrants

 

 

2,002,550

 

 

 

650,590

 

Montrose 2013 Stock Incentive Plan

 

 

2,050,244

 

 

 

2,058,619

 

Montrose 2017 Stock Incentive Plan

 

 

1,066,160

 

 

 

997,785

 

Common stock reserved for future issuance

 

 

5,118,954

 

 

 

3,706,994