Shareholders' Equity |
7. Shareholders’ Equity (a)Authorized shares The Company is authorized to issue an unlimited number of Common Shares with no par value and an unlimited number of Preferred Shares with no par value. (b)Purchases of Equity Shares Normal Course Issuer Bid On March 20, 2024, the Board of Directors authorized a new share repurchase program of up to 2,191,320 common shares, representing 10% of the outstanding common shares of Epsilon, for an aggregate purchase price of not more than US $12.0 million. The program is pursuant to a normal course issuer bid and will be conducted in accordance with Rule 10b-18 under the Exchange Act. The program commenced on March 27, 2024 and will end on March 26, 2025, unless the maximum amount of common shares is purchased before then or Epsilon provides earlier notice of termination. During the three months ended March 31, 2024, no shares have been repurchased under the new program. The previous share repurchase program commenced on March 27, 2023 and ended on March 26, 2024. During the year ended December 31, 2023, we repurchased 968,149 common shares at an average price of $5.08 per share (excluding commissions) under the previous plan. During the three months ended March 31, 2024, we repurchased 248,700 shares at a price of $4.82 per share (excluding commissions) under the previous plan. The following table contains activity relating to our acquisition of equity securities during the three months ended March 31, 2024: | | | | | | | | | | | | | | | Maximum number | | | | | | | of shares | | | Total number | | Average price | | remaining to be | | | of shares | | paid per | | purchased under | | | purchased | | share | | the program | Beginning of normal-course issuer bid, March 27, 2023 (1) | | | | | | | | 1,324,495 | January 2024 | | 248,700 | | $ | 4.82 | | | | Total as of March 31, 2024 | | 248,700 | | $ | 4.82 | | | 1,075,795 |
| (1) | Epsilon repurchased these shares under its 2023-2024 share repurchase program that commenced on March 27, 2023 and terminated on March 26, 2024, as described above. |
(c)Equity Incentive Plan Epsilon’s board of directors (the “Board”) adopted the 2020 Equity Incentive Plan (the “2020 Plan”) on July 22, 2020 and Epsilon’s shareholders approved the 2020 Plan at Epsilon’s 2020 Annual General and Special Meeting of Shareholders, which occurred on September 1, 2020 (the “Meeting”). The 2020 Plan provides for incentive compensation in the form of stock options, stock appreciation rights, restricted stock and stock units, performance shares and units, other stock-based awards and cash-based awards. Under the 2020 Plan, Epsilon will be authorized to issue up to 2,000,000 Common Shares. Restricted Stock Awards For the three months ended March 31, 2024, 63,980 restricted stock units with a weighted average price at the grant date of $5.08 were awarded to the Company’s board of directors. For the year ended December 31, 2023, 358,546 restricted stock units with a weighted average price at the grant date of $5.42 were awarded to the Company’s management, employees, and board of directors. These units vest over a three-year period, with an equal number of common shares being issued per period on the anniversary of the award resolution. The vesting of the units ( and corresponding issuance of shares) is contingent on the individuals’ continued employment or service. The Company determined the fair value of the granted restricted stock units based on the market price of the common shares of the Company on the date of grant. The following table summarizes restricted stock unit activity for the three months ended March 31, 2024, and the year ended December 31, 2023: | | | | | | | | | | | Three months ended | | Year ended | | | March 31, 2024 | | December 31, 2023 | | | Number of | | Weighted | | Number of | | Weighted | | | Restricted | | Average | | Restricted | | Average | | | Shares | | Remaining Life | | Shares | | Remaining Life | | | Outstanding | | (years) | | Outstanding | | (years) | Balance non-vested Restricted Stock at beginning of period | | 491,536 | | 1.74 | | 298,210 | | 1.74 | Granted | | 63,980 | | 1.87 | | 358,546 | | 1.90 | Vested | | (10,064) | | — | | (165,220) | | — | Balance non-vested Restricted Stock at end of period | | 545,452 | | 1.53 | | 491,536 | | 1.74 |
Stock compensation expense for the granted restricted stock units is recognized over the vesting period. Stock compensation expense recognized during the three months ended March 31, 2024 and 2023 was $321,569 and $165,064, respectively. At March 31, 2024, the Company had unrecognized stock-based compensation related to the restricted stock units of $2,655,308 to be recognized over a weighted average period of 1.33 years (at December 31, 2023: $2,651,858 over 1.42 years). Performance Share Unit Awards (“PSU”) For the three months ended March 31, 2024, there were no outstanding PSUs . For the year ended December 31, 2023, a total of 15,833 common shares vested and were issued. The following table summarizes PSUs for the three months ended March 31, 2024 and the year ended December 31, 2023: | | | | | | | | | | | Three months ended | | Year ended | | | March 31, 2024 | | December 31, 2023 | | | Number of | | Weighted | | Number of | | Weighted | | | Performance | | Average | | Performance | | Average | | | Shares | | Remaining Life | | Shares | | Remaining Life | | | Outstanding | | (years) | | Outstanding | | (years) | Balance non-vested PSUs at beginning of period | | — | | — | | 15,833 | | 1.00 | Vested | | — | | — | | (15,833) | | — | Balance non-vested PSUs at end of period | | — | | — | | — | | — |
Stock compensation expense for the granted PSUs is recognized over the vesting period. Stock compensation expense recognized during the three months ended March 31, 2024 and 2023 related to PSUs was $0 and $14,684, respectively. At March 31, 2024 and December 31, 2023, the Company had no unrecognized stock-based compensation related to PSUs. Stock Options As of March 31, 2024, the Company had no outstanding stock options. During the three months ended March 31, 2024 and the year ended December 31, 2023, the Company awarded no stock options. The following table summarizes stock option activity for the three months ended March 31, 2024 and the year ended December 31, 2023: | | | | | | | | | | | | | | Three months ended | | Year ended | | | March 31, 2024 | | December 31, 2023 | | | | | Weighted | | | | Weighted | | | Number of | | Average | | Number of | | Average | | | Options | | Exercise | | Options | | Exercise | Exercise price in US$ | | Outstanding | | Price | | Outstanding | | Price (1) | Balance at beginning of period | | 57,500 | | $ | 5.03 | | | 70,000 | | $ | 5.03 | Exercised | | — | | $ | — | | | (12,500) | | $ | 5.03 | Expired | | (57,500) | | $ | — | | | — | | $ | — | Balance at period-end | | — | | $ | — | | | 57,500 | | $ | 5.03 | | | | | | | | | | | | | Exercisable at period-end | | — | | $ | — | | | 57,500 | | $ | 5.03 |
At March 31, 2024, the Company had unrecognized stock-based compensation, related to these options, of nil (at December 31, 2023: nil). The aggregate intrinsic value at March 31, 2024 was nil (at December 31, 2023: $5,500). (d) Dividends On March 1, 2024, the Board declared quarterly a dividend of $0.0625 per common share (annualized $0.25 per common share) totaling in aggregate an amount of approximately $1.4 million that has been paid for the three months ended March 31, 2024.
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