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Stock Options and Restricted Stock
6 Months Ended
Jun. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Options and Restricted Stock

(8) STOCK OPTIONS AND RESTRICTED STOCK

The Company’s Board of Directors approved the 2018 Equity Incentive Plan, or the 2018 Plan, which was approved by the Company’s stockholders on June 15, 2018. The terms of 2018 Plan provide for grants of a variety of different type of stock awards to the Company’s employees and non-employee directors, including options, restricted stock, stock appreciation rights, etc. On April 22, 2020, the Company’s Board of Directors approved an amendment to the 2018 Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder, which was approved by the Company’s stockholders on June 19, 2020. A total of 2,210,968 shares of the Company’s common stock are issuable under the 2018 Plan, and 1,003,015 remained issuable as of June 30, 2020. Awards under the 2018 Plan are subject to certain limitations as set forth in the 2018 Plan, which will terminate when all shares of common stock authorized for delivery have been delivered and the forfeiture restrictions on all awards have lapsed, or by action of the Board of Directors pursuant to the 2018 Plan, whichever occurs first.

The Company’s Board of Directors approved the 2015 Employee Restricted Stock Plan, or the 2015 Restricted Stock Plan, on February 13, 2015, which was approved by the Company’s shareholders on June 5, 2015. The 2015 Restricted Stock Plan became effective upon the Company’s receipt of exemptive relief from the SEC on March 1, 2016. The terms of 2015 Restricted Stock Plan provided for grants of restricted stock awards to the Company’s employees. A grant of restricted stock is a grant of shares of the Company’s common stock which, at the time of issuance, is subject to certain forfeiture provisions, and thus is restricted as to transferability until such forfeiture restrictions have lapsed. A total of 700,000 shares of the Company’s common stock were issuable

under the 2015 Restricted Stock Plan, and 241,919 remained issuable as of June 15, 2018. Effective June 15, 2018, the 2018 Plan was approved, and these remaining shares were rolled into the 2018 Plan. Awards under the 2015 Restricted Stock Plan are subject to certain limitations as set forth in the 2015 Restricted Stock Plan. The 2015 Restricted Stock Plan will terminate when all shares of common stock authorized for delivery under the 2015 Restricted Stock Plan have been delivered and the forfeiture restrictions on all awards have lapsed, or by action of the Board of Directors pursuant to the 2015 Restricted Stock Plan, whichever occurs first.

The Company had a stock option plan, or the 2006 Stock Option Plan, available to grant both incentive and nonqualified stock options to employees. The 2006 Stock Option Plan, which was approved by the Board of Directors on February 15, 2006 and shareholders on June 16, 2006, provided for the issuance of a maximum of 800,000 shares of common stock of the Company. No additional shares are available for issuance under the 2006 Stock Option Plan. The 2006 Stock Option Plan was administered by the Compensation Committee of the Board of Directors. The option price per share could not be less than the current market value of the Company’s common stock on the date the option was granted. The term and vesting periods of the options were determined by the Compensation Committee, provided that the maximum term of an option could not exceed a period of ten years.

The Company’s Board of Directors approved the 2015 Non-Employee Director Stock Option Plan, or the 2015 Director Plan, on March 12, 2015, which was approved by the Company’s shareholders on June 5, 2015, and on which exemptive relief to implement the 2015 Director Plan was received from the SEC on February 29, 2016. A total of 300,000 shares of the Company’s common stock were issuable under the 2015 Director Plan, and 258,334 remained issuable as of June 15, 2018. Effective June 15, 2018, the 2018 Plan was approved, and these remaining shares were rolled into the 2018 Plan. Under the 2015 Director Plan, unless otherwise determined by a committee of the Board of Directors comprised of directors who are not eligible for grants under the 2015 Director Plan, the Company granted options to purchase 12,000 shares of the Company’s common stock to a non-employee director upon election to the Board of Directors, with an adjustment for directors who were elected to serve less than a full term. The option price per share could not be less than the current market value of the Company’s common stock on the date the option was granted. Options granted under the 2015 Director Plan are exercisable annually, as defined in the 2015 Director Plan. The term of the options could not exceed ten years.

The Company’s Board of Directors approved the First Amended and Restated 2006 Director Plan, or the Amended Director Plan, on April 16, 2009, which was approved by the Company’s shareholders on June 5, 2009, and on which exemptive relief to implement the Amended Director Plan was received from the SEC on July 17, 2012. A total of 200,000 shares of the Company’s common stock were issuable under the Amended Director Plan. No additional shares are available for issuance under the Amended Director Plan. Under the Amended Director Plan, unless otherwise determined by a committee of the Board of Directors comprised of directors who are not eligible for grants under the Amended Director Plan, the Company would grant options to purchase 9,000 shares of the Company’s common stock to an Eligible Director upon election to the Board of Directors, with an adjustment for directors who were elected to serve less than a full term. The option price per share could not be less than the current market value of the Company’s common stock on the date the option was granted. Options granted under the Amended Director Plan are exercisable annually, as defined in the Amended Director Plan. The term of the options could not exceed ten years.

Additional shares are only available for future issuance under the 2018 Plan. At June 30, 2020, 869,605 options on the Company’s common stock were outstanding under the Company’s plans, of which 179,079 options were exercisable. Additionally there were 362,943 unvested shares of the Company’s common stock outstanding and 15,624 unvested restricted share units under the Company’s restricted stock plans.

The fair value of each restricted stock grant is determined on the date of grant by the closing market price of the Company’s common stock on the grant date. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted average fair value of options granted was $3.30 per share and $2.98 per share for the six months ended June 30, 2020 and 2019. The following assumption categories are used to determine the value of any option grants.

 

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

Risk free interest rate

 

 

1.46

%

 

 

2.39

%

Expected dividend yield

 

 

 

 

 

0.79

 

Expected life of option in years(1)

 

 

6.25

 

 

 

6.25

 

Expected volatility(2)

 

 

50.18

 

 

 

48.45

 

 

(1)

Expected life is calculated using the simplified method.

(2)

We determine our expected volatility based on our historical volatility.

The following table presents the activity for the stock option programs for the 2020 first and second quarters and the 2019 full year.

 

 

 

Number of

Options

 

 

 

Exercise

Price Per

Share

 

 

Weighted

Average

Exercise Price

 

Outstanding at December 31, 2018

 

 

144,666

 

 

$

2.14-13.84

 

 

$

7.23

 

Granted

 

 

449,450

 

 

 

5.21-7.25

 

 

 

6.61

 

Cancelled

 

 

(44,076

)

 

 

6.55-13.84

 

 

 

9.00

 

Exercised(1)

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

 

550,040

 

 

 

2.14-13.53

 

 

 

6.58

 

Granted

 

 

335,773

 

 

 

 

6.68

 

 

 

6.68

 

Cancelled

 

 

(14,585

)

 

 

6.55-7.25

 

 

 

6.67

 

Exercised(1)

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2020

 

 

871,228

 

 

 

2.14-13.53

 

 

 

6.62

 

Granted

 

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(1,623

)

 

 

6.55-7.25

 

 

 

6.90

 

Exercised(1)

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2020

 

 

869,605

 

 

$

2.14-13.53

 

 

$

6.62

 

Options exercisable at June 30, 2020(2)

 

 

179,079

 

 

 

2.14-13.53

 

 

 

6.63

 

 

(1)

The aggregate intrinsic value, which represents the difference between the price of the Company’s common stock at the exercise date and the related exercise price of the underlying options, was $0 for the three and six months ended June 30, 2020 and 2019.

(2)

The aggregate intrinsic value, which represents the difference between the price of the Company’s common stock at June 30, 2020 and the related exercise price of the underlying options, was $9,000 for outstanding options and $8,000 for exercisable options as of June 30, 2020. The remaining contractual life was 8.85 years for outstanding options and 7.49 years for exercisable options at June 30, 2020.

The following table presents the activity for the restricted stock programs for the 2020 first and second quarters and the 2019 full year.

 

 

 

Number of

Shares

 

 

 

Grant

Price Per

Share

 

 

Weighted

Average

Exercise Price

 

Outstanding at December 31, 2018

 

 

190,915

 

 

$

2.14-5.27

 

 

$

4.06

 

Granted

 

 

216,148

 

 

 

4.80-7.25

 

 

 

6.59

 

Cancelled

 

 

(3,946

)

 

 

3.93-6.55

 

 

 

4.97

 

Vested(1)

 

 

(118,238

)

 

 

2.06-4.80

 

 

 

3.89

 

Outstanding at December 31, 2019

 

 

284,879

 

 

 

3.95-7.25

 

 

 

6.01

 

Granted

 

 

165,674

 

 

 

 

6.68

 

 

 

6.68

 

Cancelled

 

 

(5,577

)

 

 

3.95-7.25

 

 

 

6.67

 

Vested(1)

 

 

(81,337

)

 

 

3.95-6.55

 

 

 

5.41

 

Outstanding at March 31, 2020

 

 

363,639

 

 

 

4.39-7.25

 

 

 

6.44

 

Granted

 

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(696

)

 

 

6.55-7.25

 

 

 

6.97

 

Vested(1)

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2020(2)

 

 

362,943

 

 

$

4.39-7.25

 

 

$

6.44

 

 

(1)

The aggregate fair value of the restricted stock vested was $0 and $553,000 for the three and six months ended June 30, 2020, and was $113,000 and $736,000 for the three and six months ended June 30, 2019.

(2)

The aggregate fair value of the restricted stock was $962,000 as of June 30, 2020. The remaining vesting period was 2.45 years at June 30, 2020.

In addition, during the year ended December 31, 2019, the Company granted 26,040 restricted stock units that vested on June 14, 2020 with a grant price of $4.80. These units have the option of deferring settlement until a future date if the recipient makes a formal election under the guidelines of IRC Section 409A, which was done for 15,624 units. The remaining 10,416 units vested and were settled.

The following table presents the activity for the unvested options outstanding under the plans for the 2020 first and second quarters.

 

 

 

Number of

Options

 

 

 

Exercise

Price

Per Share

 

 

Weighted

Average

Exercise Price

 

Outstanding at December 31, 2019

 

 

487,262

 

 

$

2.14-7.25

 

 

$

6.45

 

Granted

 

 

335,773

 

 

 

 

6.68

 

 

 

6.68

 

Cancelled

 

 

(14,148

)

 

 

6.55-7.25

 

 

 

6.68

 

Vested

 

 

(104,939

)

 

 

 

6.55

 

 

 

6.55

 

Outstanding at March 31, 2020

 

 

703,948

 

 

 

2.14-7.25

 

 

 

6.21

 

Granted

 

 

 

 

 

 

 

 

 

 

Cancelled

 

 

(1,422

)

 

 

6.55-7.25

 

 

 

6.95

 

Vested

 

 

(12,000

)

 

 

2.22-5.58

 

 

 

4.46

 

Outstanding at June 30, 2020

 

 

690,526

 

 

$

2.14-7.25

 

 

$

6.61

 

 

The intrinsic value of the options vested was $1,000 and $42,000 for the three and six months ended June 30, 2020.