Annual report pursuant to Section 13 and 15(d)

Note 11 - Share-based Compensation

v3.21.1
Note 11 - Share-based Compensation
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]
11.
       
Share-based Compensation
 
All stock option awards are amortized based on their graded vesting over the requisite service period of the awards. Compensation costs are recognized over the requisite service period using the accelerated method and included in general and administrative expenses.
 
Stock Incentive Plan
 
The Company has various stock option and stock-based incentive plans and agreements whereby stock options, restricted stock awards (“RSUs”) and PSUs were made available to certain employees, directors and others approved by the Company's Board of Directors (the “Board”) or Compensation Committee. Stock options are granted at, or above, fair market value and generally expire in
five
to
ten
years from the grant date. RSUs are granted at the fair market value on the date of grant and generally become exercisable over a period of up to
three
years. PSUs are granted at the fair market value on the date of grant and generally become exercisable over a period of up to
three
years based on the performance of a specific achievement. Awards typically vest and are issued only if the participants remain employed by the Company through the vesting date. Stock options, RSUs and PSUs are issued from shares under the Company's plan described below. Grants
may
be made in the form of stock options, restricted stock awards, performance-based restricted stock units, unrestricted common stock or stock appreciation rights (“SARs”).
 
On
April 23, 2014,
the Company's Board adopted the
2014
Amended and Restated Stock Incentive Plan (the
“2014
Plan”). The
2014
Plan was approved by the Company's shareholders at the
2014
Annual Meeting and became effective as of the date it was adopted by the Board of Directors. The
2014
Plan provided for the issuance of a maximum of
2.0
million shares of common stock in connection with the grant of stock-based or stock-denominated awards. On
July 19, 2018,
the Company's stockholders approved the reservation of an additional
1.0
million shares to be issued under the
2014
Plan. On
May 15, 2019,
the Company's stockholders approved the reservation of an additional
1.0
million shares to be issued under the
2014
Plan. As of
December 31, 2020,
a total of approximately
0.4
million common shares remained available for future grant under the
2014
Plan.
 
The Company granted stock options under the
2014
Plan during the years ended
December 31, 2020
and
2019,
respectively.
 
Shares Forgone to Satisfy Minimum Statutory Withholdings
 
During the years ended
December 31, 2020
and
2019,
shares of common stock were issued to employees and directors as their restricted stock awards vested or stock options were exercised. Under the terms of the Company's stock plans, at the election of each employee, the Company can authorize a net settlement of distributable shares to employees after satisfaction of an individual employees' tax withholding obligations. For both of the years ended
December 31, 2020
and
2019,
the Company received
0.1
million shares from employees for tax withholding obligations.
 
Restricted Stock Awards
 
During the year ended
December 31, 2020,
the Company granted
0.2
million restricted stock awards. During the year ended
December 31, 2019,
the Company granted less than
0.1
million restricted stock awards. Restricted stock awards entitle the holder to receive, upon meeting certain time-based vesting criteria, a specified number of shares of the Company's common stock. Stock-based compensation cost of restricted stock awards is measured by the market value of the Company's common stock on the date of grant.
 
The following table summarizes the Company's restricted share activity, excluding the Company's employee stock purchase plan, for the years ended
December 
31:
 
   
 
 
 
 
Weighted
   
 
 
 
   
 
 
 
 
average
   
 
 
 
   
 
 
 
 
grant
   
 
 
 
   
Number of
   
date fair
   
Aggregate
 
   
shares
   
value
   
fair value
 
                         
Unvested at December 31, 2018
   
129,583
    $
1.42
     
 
 
                         
Granted
   
26,000
     
7.04
     
 
 
Vested
   
(58,314
)    
3.17
    $
712,969
 
Vested shares forgone to satisfy minimum statutory withholding
   
(71,269
)    
3.17
    $
422,779
 
Forfeitures
   
-
     
-
     
 
 
                         
Unvested at December 31, 2019
   
26,000
     
7.04
     
 
 
Granted
   
156,250
     
10.12
     
 
 
Vested
   
(28,432
)    
9.28
    $
367,273
 
Vested shares forgone to satisfy minimum statutory withholding
   
(6,818
)    
9.28
    $
62,479
 
Forfeitures
   
(2,000
)    
11.68
     
 
 
Unvested at December 31, 2020
   
145,000
    $
9.78
     
 
 
 
As of
December 31, 2020,
there was
$1.0
million of pre-tax total unrecognized compensation cost related to non-vested restricted stock awards, which will be adjusted for future forfeitures, if any. The Company expects to recognize such cost over the period ending in
2023.
 
Performance-Based Restricted Stock Units
 
During the year ended
December 31, 2020,
the Company granted approximately
0.2
million PSUs. During the year ended
December 31, 2019,
the Company did
not
grant any PSUs. PSUs entitle the holder to receive, upon meeting certain performance-based vesting criteria, a specified number of shares of the Company's common stock. These awards typically vest after the Company's achievement of either Company performance relative to specified performance measure goals for a specific fiscal period or when the Company's stock price reaches a target value for a minimum number of consecutive trading days. Approximately
three
-fourths of the PSUs granted in
2020
are earned based on the market-based condition, while the other
one
-
fourth
are earned based on specified Company performance measure conditions. In the case of the market-based condition, awards are paid in stock immediately upon achievement of the performance condition or expire without any payment after the
third
anniversary of the grant date. In the case of the specified Company performance measure, awards can be earned at
50%
of the target number of shares for achieving a minimum threshold or up to
200%
of the target number of shares for exceeding the target, with a linear adjustment between threshold and target or between target and stretch performance goals.
 
Under FASB ASC Topic
718,
the provisions of the PSUs that vest upon achievement of a target market value are considered a market condition, and therefore the effect of that market condition is reflected in the grant date fair value for this type of award. A
third
-party valuation expert was engaged to complete a “Monte Carlo simulation” to account for the market condition. That simulation takes into account the beginning stock price of the Company's common stock, the expected volatilities for the Company's stock price and the expected risk-free rate of return. The single grant-date fair value computed by this valuation method is recognized by the Company in accounting for the awards regardless of the actual future outcome of the market condition. The grant date fair value of the other PSUs is calculated as the closing price of the Company's common stock on the grant date multiplied by the number of shares subject to the award. Company performance measure goals are considered a performance condition and the grant-date fair value for those PSUs corresponds with management's expectation of the probable outcome of the performance conditions as of the grant date.
 
The following table summarizes the Company's PSU activity for the years ended
December 
31:
 
   
 
 
 
 
Weighted
   
 
 
 
   
 
 
 
 
average
   
 
 
 
   
 
 
 
 
grant
   
 
 
 
   
Number of
   
date fair
   
Aggregate
 
   
shares
   
value
   
fair value
 
                         
Unvested at December 31, 2019
   
-
     
-
     
 
 
Granted
   
232,500
     
9.06
     
 
 
Unvested at December 31, 2020
   
232,500
    $
9.06
     
 
 
 
As of
December 31, 2020,
there was
$1.7
million of pre-tax total unrecognized compensation cost related to non-vested PSUs, which will be adjusted for future forfeitures and changes to management's expectations of the probable outcomes of the performance conditions, if any. The Company expects to recognize such cost over the period ending in
2022.
 
Employee Stock Purchase Plan
 
In
May 2014,
the Company received approval from stockholders to adopt an employee stock purchase plan ("ESPP") effective
October 2014 (
collectively the “Original ESPP”). Under the Original ESPP,
200,000
shares of common stock were authorized for purchase by eligible employees at a
15%
discount through payroll deductions during the
six
-month offering periods. Shares were purchased in whole numbers and generally would be the last day of the offering period. On
September 7, 2016,
the Company received approval from shareholders for an additional
350,000
shares.
No
employee
may
purchase more than
$25,000
worth of fair market value shares in any calendar year. As allowed under the ESPP, a participant
may
elect to withdraw from the plan, effective for the purchase period in progress at the time of the election with all accumulated payroll deductions returned to the participant at the time of withdrawal. As of
December 31, 2020,
there were
187,676
shares remaining available for future issuance. The following table summarizes the activity relating to the Company's ESPP program for the years ended
December 31:
 
   
2020
   
2019
 
Compensation expense
  $
108,589
    $
43,030
 
Shares of stock sold to employees
   
30,012
     
33,742
 
Weighted average fair value per ESPP award
  $
7.43
    $
3.94
 
 
Stock Options
 
The Company calculates the fair value of stock option awards using the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. The expected volatility assumption is based on historical volatility of the Company's common stock over the most recent period commensurate with the expected life of the stock option granted. The Company uses historical volatility because management believes such volatility is representative of prospective trends. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the stock option awarded. The Company uses historical exercise data to determine the expected lives. Dividend yields have
not
been a factor in determining fair value of stock options granted as the Company has never issued cash dividends and does
not
anticipate issuing cash dividends in the future.
 
During the year ended
December 31, 2020,
the Company granted
0.3
million stock options, of which
0.1
million were issued to Board members at exercise prices based on a preceding
five
-day average price on the date of grant with a vesting period of
12
months. During the year ended
December 31, 2019,
the Company granted
0.7
million stock options, of which
0.1
million were issued to Board members at exercise prices based on the stock price as of the date of grant with a vesting period of
12
months. The following tables detail the various stock option and inducement stock option activity for the years ended
December 31:
 
 
   
 
 
 
 
 
 
 
 
Weighted-
   
 
 
 
   
 
 
 
 
 
 
 
 
Average
   
 
 
 
   
Number
   
Weighted-
   
Remaining
   
Aggregate
 
   
of Authorized
   
Average Exercise
   
Contractual
   
Intrinsic
 
2014 Plan (Options)
 
Shares
   
Price
   
Term (in Years)
   
Value
 
Outstanding at December 31, 2018
   
2,224,167
    $
2.67
     
3.01
    $
-
 
                                 
Granted
   
670,000
    $
3.77
     
4.40
     
 
 
Exercised
   
(213,056
)    
2.33
     
 
     
624,462
 
Exercised shares forgone to satisfy minimum statutory withholding
   
(51,339
)    
2.33
     
 
     
 
 
Cashless exercise
   
(184,493
)    
2.33
     
 
     
 
 
Forfeited
   
(101,946
)    
3.63
     
 
     
 
 
                                 
Outstanding at December 31, 2019
   
2,343,333
    $
2.99
     
1.81
    $
12,989,767
 
                                 
Exercisable at December 31, 2019
   
1,501,750
    $
2.69
     
 
     
 
 
                                 
Granted
   
331,000
     
10.38
     
8.59
     
 
 
Exercised
   
(334,184
)    
2.77
     
 
     
3,135,211
 
Exercised shares forgone to satisfy minimum statutory withholding
   
(125,714
)    
2.77
     
 
     
 
 
Cashless exercise
   
(164,751
)    
2.77
     
 
     
 
 
Forfeited
   
(90,336
)    
3.96
     
 
     
 
 
                                 
Outstanding at December 31, 2020
   
1,959,348
    $
4.26
     
4.42
    $
28,449,362
 
                                 
Exercisable at December 31, 2020
   
1,362,932
    $
3.33
     
 
     
 
 
 
Aggregate Intrinsic Value = Excess of market value over the option exercise price of all in-the-money stock options.
 
   
 
 
 
 
 
 
 
 
Weighted-
   
 
 
 
   
 
 
 
 
 
 
 
 
Average
   
 
 
 
   
Number
   
Weighted-
   
Remaining
   
Aggregate
 
Inducement
 
of Authorized
   
Average Exercise
   
Contractual
   
Intrinsic
 
Options
 
Shares
( 1 )
   
Price
   
Term (in Years)
   
Value
 
Outstanding at December 31, 2018
   
125,000
    $
2.55
     
5.42
    $
111,250
 
                                 
Granted
   
-
     
-
     
-
     
-
 
Exercised
   
-
     
-
     
-
     
-
 
Forfeited
   
-
     
-
     
-
     
-
 
                                 
Outstanding at December 31, 2019
   
125,000
    $
2.55
     
4.42
    $
747,500
 
                                 
Granted
   
-
     
-
     
-
     
-
 
Exercised
   
(27,940
)    
2.55
     
-
     
242,519
 
Exercised shares forgone to satisfy minimum statutory withholding
   
(12,417
)    
2.55
     
-
     
-
 
Cashless exercise
   
(14,330
)    
2.55
     
-
     
-
 
Forfeited
   
(70,313
)    
2.55
     
-
     
-
 
                                 
Outstanding at December 31, 2020
   
-
    $
-
     
-
    $
-
 
                                 
Exercisable at December 31, 2020
   
-
    $
-
     
 
     
 
 
 
Aggregate Intrinsic Value = Excess of market value over the option exercise price of all in-the-money stock options.
 
(
1
) Represents inducement stock options to purchase shares of the Company's Common Stock to executive level managers.
 
The following table summarizes information about stock options outstanding at
December 31, 2020:
 
       
Options Outstanding
   
Options Exercisable
 
2014 Plan (Options):
                                       
Range of Exercise Prices
 
Number of Shares Outstanding
   
Weighted-Average Remaining Contractual Life
   
Weighted-Average Exercise Price
   
Number of Shares Exercisable
   
Weighted-Average Exercise Price
 
                                             
$2.01
-
$3.00
   
870,011
     
3.20
    $
2.26
     
784,178
    $
2.26
 
$3.01
-
$4.00
   
423,336
     
2.74
    $
3.23
     
301,669
    $
3.21
 
$4.01
-
$5.00
   
335,001
     
5.60
    $
4.70
     
198,335
    $
4.70
 
$6.01
-
$7.00
   
50,000
     
4.21
    $
6.82
     
-
    $
-
 
$8.01
-
$9.00
   
20,000
     
9.02
    $
8.55
     
-
    $
-
 
$11.01
-
$12.00
   
245,000
     
9.38
    $
11.07
     
78,750
    $
11.07
 
$13.01
-
$14.00
   
16,000
     
9.62
    $
13.30
     
-
    $
-
 
                                             
Outstanding at December 31, 2020
   
1,959,348
     
4.42
    $
4.26
     
1,362,932
    $
3.33
 
 
The following is the average fair value per share estimated on the date of grant and the assumptions used for options granted during the years ended
December 31:
 
Stock Options:
 
2020
   
2019
 
Expected volatility
 
 42%
to
51%
   
 36%
to
 38%
 
Risk free interest rate
 
 0.20%
to
 1.56%
   
 1.80%
to
2.36%
 
Expected lives at date of grant (in years)
 
 
3.25
 
   
 
4.63
 
 
Weighted average fair value of options granted
 
 
$3.87
 
   
 
$1.61
 
 
 
Stock-based compensation expense
 
The following table presents the total stock-based compensation expense, which is included in selling, general and administrative expenses for the years ended
December 31 (
in thousands):
 
   
2020
   
2019
 
Restricted share expense
  $
1,687
    $
190
 
Stock option and SARs expense
   
923
     
807
 
Total stock-based compensation expense
  $
2,610
    $
997
 
 
Share Repurchase Program
 
On
September 30, 2019,
the Company's Board of Directors approved a stock repurchase program (the “Share Repurchase Program”) authorizing the Company to repurchase up to
$5.0
million of the Company's outstanding common stock through
2020.
Repurchases under the Share Repurchase Program will be subject to market conditions, the periodic capital needs of the Company's operating activities, and the continued satisfaction of all covenants under the Company's credit agreements. The Company's ability to repurchase stock is subject to the restrictions and limitations of its credit agreements. Repurchases under the program
may
take place in the open market or in privately negotiated transactions and
may
be made under a Rule
10b5
-
1
plan. The Share Repurchase Program does
not
obligate the Company to repurchase shares and
may
be suspended, terminated, or modified at any time.
 
As of
December 31, 2020,
the Company had
not
repurchased any shares under the Share Repurchase Program.