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Stock Based Compensation
9 Months Ended
Sep. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Based Compensation

NOTE 12.

STOCK BASED COMPENSATION

As discussed in Note 1 - Summary of Significant Accounting Policies, the Reverse Stock Split became effective on December 31, 2018 for all issued and outstanding shares of the common stock. The number of shares authorized under the Company’s equity incentive plans was proportionately adjusted in connection with the Reverse Stock Split. The per share exercise price of all outstanding options and warrants was also increased proportionately and the number of shares of common stock issuable upon the exercise of such options and warrants was reduced proportionately. In addition, the conversion price of all other outstanding securities that are exercisable or exchangeable for, or convertible into, shares of common stock was increased proportionately and the number of shares of common stock issuable upon such exercise, exchange or conversion was reduced proportionally. Accordingly, all share and per share amounts have been adjusted to reflect the Reverse Stock Split for all periods presented.

For the three and nine months ended September 30, 2019 and 2018, the Company recognized stock-based compensation expense as follows:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

(Amounts in 000’s)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Employee compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock

 

$

 

 

$

4

 

 

$

 

 

$

11

 

Total employee stock-based compensation expense

 

$

 

 

$

4

 

 

$

 

 

$

11

 

Non-employee compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Board restricted stock

 

$

22

 

 

$

46

 

 

$

70

 

 

$

115

 

Total non-employee stock-based compensation expense

 

$

22

 

 

$

46

 

 

$

70

 

 

$

115

 

Total stock-based compensation expense

 

$

22

 

 

$

50

 

 

$

70

 

 

$

126

 

 

Stock Incentive Plan

The AdCare Health Systems, Inc. 2011 Stock Incentive Plan, as amended (the “2011 Stock Incentive Plan”), was assumed by Regional Health pursuant to the Merger.  As a result of the Merger, all rights to acquire shares of AdCare common stock under any AdCare equity incentive compensation plan have been converted into rights to acquire Regional Health common stock pursuant to the terms of the equity incentive compensation plans and other related documents, if any.  The 2011 Stock Incentive Plan expires March 28, 2021 and provides for a maximum of 168,950 shares of common stock to be issued. The 2011 Stock Incentive Plan permits the granting of incentive or nonqualified stock options and the granting of restricted stock. The plan is administered by the Compensation Committee of the Board (the “Compensation Committee”), pursuant to authority delegated to it by the Board. The Compensation Committee is responsible for determining the employees to whom awards will be made, the amounts of the awards, and the other terms and conditions of the awards. As of September 30, 2019, the number of securities remaining available for future issuance is 19,421.

In addition to the 2011 Stock Incentive Plan, the Company grants stock warrants to officers, directors, employees and certain consultants to the Company from time to time as determined by the Board and, when appropriate, the Compensation Committee.

For the three and nine months ended September 30, 2019 and 2018, there were no issuances of common stock options or warrants.

Common Stock Options

The following table summarizes the Company’s common stock option activity for the nine months ended September 30, 2019:

 

 

 

Number of

Shares (000's)

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Term

(in years)

 

 

Aggregate

Intrinsic

Value (000's)

 

Outstanding, December 31, 2018

 

 

15

 

 

$

47.77

 

 

 

5.4

 

 

$

 

Granted

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Outstanding and Vested, September 30, 2019

 

 

15

 

 

$

47.77

 

 

 

4.6

 

 

$

 

 

The following table summarizes the common stock options outstanding and exercisable as of September 30, 2019:

 

 

 

Stock Options Outstanding

 

 

Options Exercisable

 

Exercise Price

 

Number of

Shares (000's)

 

 

Weighted

Average

Remaining

Contractual

Term

(in years)

 

 

Weighted

Average

Exercise

Price

 

 

Vested,

September 30,

2019

 

 

Weighted

Average

Exercise

Price

 

$15.72 - $47.99

 

 

10

 

 

 

5.0

 

 

$

46.84

 

 

 

10

 

 

$

46.84

 

$48.00 - $51.60

 

 

5

 

 

 

4.0

 

 

$

49.42

 

 

 

5

 

 

$

49.42

 

Total

 

 

15

 

 

 

4.6

 

 

$

47.77

 

 

 

15

 

 

$

47.77

 

 

Common Stock Warrants

The following table summarizes the Company’s common stock warrant activity for the nine months ended September 30, 2019:

 

 

 

Number of

Warrants (000's)

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Term

(in years)

 

 

Aggregate

Intrinsic

Value

(in 000's)

 

Outstanding, December 31, 2018

 

 

85

 

 

$

45.53

 

 

 

3.7

 

 

$

 

Granted

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Outstanding and Vested, September 30, 2019

 

 

85

 

 

$

45.53

 

 

 

2.9

 

 

$

 

 

The following table summarizes the common stock warrants outstanding and exercisable as of September 30, 2019:

 

 

 

Warrants Outstanding

 

 

Warrants Exercisable

 

Exercise Price

 

Number of

Shares (000's)

 

 

Weighted

Average

Remaining

Contractual

Term

(in years)

 

 

Weighted

Average

Exercise

Price

 

 

Vested,

September 30,

2019

 

 

Weighted

Average

Exercise

Price

 

$0.00- $23.99

 

 

9

 

 

 

0.1

 

 

$

23.16

 

 

 

9

 

 

$

23.16

 

$24.00 - $35.99

 

 

9

 

 

 

0.1

 

 

$

30.84

 

 

 

9

 

 

$

30.84

 

$36.00 - $47.99

 

 

23

 

 

 

1.7

 

 

$

44.50

 

 

 

23

 

 

$

44.50

 

$48.00 - $59.99

 

 

42

 

 

 

4.8

 

 

$

52.99

 

 

 

42

 

 

$

52.99

 

$60.00 - $70.80

 

 

2

 

 

 

3.6

 

 

$

70.80

 

 

 

2

 

 

$

70.80

 

Total

 

 

85

 

 

 

2.9

 

 

$

45.53

 

 

 

85

 

 

$

45.53

 

 

Restricted Stock

The following table summarizes the Company’s restricted stock activity for the nine months ended September 30, 2019:

 

 

 

Number of

Shares (000's)

 

 

Weighted Avg.

Grant Date

Fair Value

 

Unvested, December 31, 2018

 

 

48

 

 

$

6.20

 

Granted

 

 

 

 

$

 

Vested

 

 

(19

)

 

$

8.65

 

Forfeited

 

 

 

 

$

 

Unvested, September 30, 2019

 

 

29

 

 

$

4.63

 

 

For restricted stock unvested at September 30, 2019, $0.1 million in compensation expense will be recognized over the next 1.1 years.