Annual report pursuant to Section 13 and 15(d)

Restricted Common Stock, Stock Options, Restricted Stock Units (RSUs) and Warrants

v3.22.0.1
Restricted Common Stock, Stock Options, Restricted Stock Units (RSUs) and Warrants
12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Restricted Common Stock, Stock Options, Restricted Stock Units (RSUs) and Warrants

Note 13. Restricted Common Stock, Stock Options, Restricted Stock Units (“RSUs”) and Warrants

The Company provides stock-based compensation to directors, employees and consultants under the 2019 Equity Plan, which was approved by shareholders on October 23, 2019 at the 2019 Annual Meeting of Shareholders. On November 12, 2020 at the 2020 Annual Meeting of Shareholders, the shareholders approved the First Amendment to the 2019 Equity Plan, which raised the total number of shares of the Company’s common stock to 4,061,809 shares. On October 19, 2021, the Company’s shareholders approved the second amendment to its 2019 Equity Plan, which increases the number of shares of the Company’s common stock reserved for issuance by 4,400,000 shares. The Company also provides stock-based compensation to employees, directors and consultants, with non-qualified options and warrants issued outside of the Plan. The Company has reserved 3,554,111 common shares for issuance under the 2019 Plan.

Stock-based Compensation

The Company’s stock-based compensation expenses recognized during the years ended December 31, 2021, 2020 and 2019, were attributable to selling, general and administrative expenses, which are included in the accompanying consolidated statements of operations.

The Company recognized total stock-based compensation expense during the years ended December 31, 2021, 2020 and 2019, from the following categories:

Years Ended December 31,

2021

2020

2019

Time-based restricted stock awards

$

4,935

$

3,407

$

687

Performance-based restricted stock awards

63,556

-

-

Stock option awards

-

-

58

Total stock-based compensation

$

68,491

$

3,407

$

745

Restricted Common Stock Awards

During the year ended December 31, 2021, the Company granted performance-based and time-based restricted stock units (RSUs) to its directors, employees and advisors.

Performance-based RSUs

On August 12, 2021, the Compensation Committee of the Board of Directors of the Company approved a new performance-based restricted stock unit performance plan (the “Performance RSU Plan”) for all executive officers and eligible employees of the Company and its consolidated subsidiaries. In connection with the Performance RSU Plan, the Compensation Committee approved a form of performance-based restricted stock unit award agreement under the 2019 Equity Plan in relation to granting Performance RSUs. The Performance RSUs vest upon the successful completion of specified milestones related to added infrastructure capacity and also adjusted Earnings Before Income Taxes, Depreciation and Amortization (“EBITDA”) targets over a three-year performance period beginning in 2021 and ending on December 31, 2023. The value of the RSUs awarded is established as the fair market value of the Company’s common stock at the time of the grant. The Company recognizes compensation cost when achievement of the milestones and targets are probable, and recognizes the cost over the performance period. The Performance RSUs are settled in shares of the Company’s common stock upon vesting.

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Riot Blockchain, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except for share and per share amounts)

A summary of the Company’s unvested performance-based restricted common stock activity in the year ended December 31, 2021 is presented here:

Number of Shares

Weighted Average Grant-Date

Fair Value

Unvested at January 1, 2021

-

$

-

 

Granted

4,033,159

$

36.69

 

Vested

(393,574

)

$

36.67

Forfeited

(235,000

)

$

36.83

 

Unvested at December 31, 2021

3,404,585

$

36.68

 

During the year ended December 31, 2021, the Company awarded 4,033,159 performance-based restricted shares of common stock under the 2019 Equity Plan to employees, which are generally eligible to vest upon the successful completion of specified milestones related to added infrastructure capacity and also adjusted EBITDA targets over a three-year performance period beginning in 2021 and ending on December 31, 2023.

As of December 31, 2021, a total of 393,574 Performance RSU Awards for officers and employees were determined by the Compensation Committee to have vested for the successful completion of specified milestones.

The value of performance-based restricted common stock grants is measured based on their fair market value on the date of grant and amortized over their respective estimated implicit service periods. During the year ended December 31, 2021, the fair value of awards granted totaled $148.0 million and as of December 31, 2021, there was approximately $47.5 million of total unrecognized compensation cost related to restricted common stock awards, which is expected to be recognized over a remaining weighted-average vesting period of approximately 5 months.

There were no performance-based restricted stock awards granted during the years ended December 31, 2020 and 2019.

Time-based RSUs

A summary of the Company’s unvested time-based restricted common stock activity in the year ended December 31, 2021 is as follows:

Number of Shares

Weighted Average Grant-Date

Fair Value

Unvested at December 31, 2020

633,305

$

1.27

 

Vested

(232,283

)

$

17.94

 

Granted

212,189

$

33.33

Forfeited

(2,650

)

$

34.08

 

Unvested at December 31, 2021

610,561

$

5.93

 

During the year ended December 31, 2021, the Company awarded 212,189 restricted shares of time-based common stock under the 2019 Equity Plan to directors, employees and advisors, with a fair value of $7.1 million, which are generally eligible to vest over a one-year period. During the year ended December 31, 2020, the Company awarded 1,544,359 restricted shares of time-based common stock with a fair value of $2.0 million, and during the year ended December 31, 2019, the Company awarded 1,542,332 restricted shares of time-based common stock with a fair value of $2.2 million.

The value of time-based restricted common stock grants is measured based on their fair market value on the date of grant and amortized over their respective vesting periods. As of December 31, 2021, there was approximately $2.3 million of unrecognized compensation cost related to unvested restricted common stock rights, which is expected to be recognized over a remaining weighted-average vesting period of approximately 3 months.

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Riot Blockchain, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except for share and per share amounts)

Stock Incentive Plan Options

The Company estimates the fair value of the share-based option awards on the date of grant using the Black-Scholes option-pricing model (the “Black-Scholes model”). Using the Black-Scholes model, the value of the award that is ultimately expected to vest is recognized over the requisite service period in the statement of operations. The Company attributes compensation to expense using the straight-line single option method for all options granted.

The Company’s determination of the estimated fair value of share-based payment awards on the date of grant under the Plan is affected by the following variables and assumptions:

The grant date exercise price – the closing market price of the Company’s common stock on the date of the grant;  

Expected option term – based on historical experience with existing option holders estimated at 3-5 years;  

Estimated dividend rates – based on historical and anticipated dividends over the life of the option;  

Legal term of the option – grants have legal lives of 10 years;  

Risk-free interest rates – with maturities that approximate the expected life of the options granted;  

Calculated stock price volatility – calculated over the expected life of the options granted, which is calculated based on the daily closing price of the Company’s common stock over the period commencing in mid-2017 when the Company changed its strategic focus; and  

Option exercise behaviors – based on actual and projected employee stock option exercises and forfeitures.  

The Company accounts for forfeitures as they occur.  

The Company currently provides stock-based compensation to employees, directors and consultants under the Plan. During the year ended December 31, 2021, the Company issued 10,286 shares of its common stock for the exercise of 12,000 stock options. There were no stock options granted during the years ended December 31, 2021, 2020 and 2019, and as of December 31, 2021, there are no stock options outstanding.

Other common stock purchase warrants

During the year ended December 31, 2021, 63,000 warrants were issued to XMS as partial payment for its advisory services in connection with the Whinstone Acquisition. The warrant entitles XMS to purchase from the Company up to 63,000 shares of the Company’s common stock, no par value per share, at a purchase price of $48.37 per share at any time through August 12, 2026. All warrants issued to prior investors in connection with previously disclosed private placement transactions in 2019 and 2017, had either been exercised or forfeited.

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Riot Blockchain, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except for share and per share amounts)

The following is a summary of outstanding warrants for the year ended December 31, 2021:

Shares Underlying Options/Warrants

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term (Years)

Aggregate Intrinsic Value

Outstanding and exercisable at December 31, 2020

2,061,770

$

32.33

1.1

$

6,256

 

Granted

63,000

$

48.37

4.9

-

 

Exercised

(1,672,892

)

$

1.94

-

-

 

Forfeited

(388,878

)

$

40.00

-

-

 

Outstanding and exercisable at December 31, 2021

63,000

$

48.37

4.6

$

-

 

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price on December 31, 2021 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders, had all option holders been able to, and in fact had, exercised their options on December 31, 2021.

There were no warrants granted during the years ended December 31, 2020 and 2019.