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Shareholders' Equity
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Shareholders' Equity

9.

Shareholders’ Equity

Share-Based Compensation

The Company’s 2017 Equity and Incentive Compensation Plan (the “2017 Plan”) was approved by the Company’s stockholders on May 16, 2017 which replaced the 2007 Equity Incentive Plan (the “2007 Plan”).  No further grants will be made under the 2007 Plan, but outstanding awards under the 2007 Plan will continue to be unaffected in accordance with their terms. The 2017 Plan permits the granting of stock options with an exercise price equal to or greater than the fair market value of the Company’s common stock at the date of the grant, and other stock-based awards, including appreciation rights, restricted stock, restricted stock units, performance shares and dividend equivalents. A total of 1.9 million shares of common stock were authorized for issuance. As of December 31, 2020, 1.1 million shares remain available for future issuance. Stock options granted to employees generally vest equally over a period of four years from the date of the grant. Stock awards granted to employees generally vest over a period of three to four years from the date of the grant.    

On July 6, 2020, in connection with the appointment of our Chief Executive Officer, the Company granted our Chief Executive Officer approximately 94,000 restricted stock units with a fair value of $0.6 million, which are being expensed over the vesting period of four years. The Company also granted our Chief Executive Officer approximately 1.2 million stock options with a fair value of $2.4 million that are being expensed over the vesting period of four years. These grants of restricted stock units and stock options (“2020 Inducement Awards”) were approved by the Board of Directors of the Company and are not included in 2017 Plan.

Share-based compensation expense for stock options and restricted stock awards under these plans was $1.8 million, $2.7 million and $3.1 million for 2020, 2019 and 2018, respectively. The tax benefit related to share based compensation expense was $0.3 million, $0.4 million and $0.5 million in 2020, 2019 and 2018, respectively.

Employee Stock Purchase Plan

The 2020 Employee Stock Purchase Plan (“ESPP”) was approved by shareholders on June 11, 2020.  The ESPP is administered by the Compensation Committee. The ESPP allows employees to purchase shares of common stock at a 15% discount from market price and pay for the shares through payroll deductions. Eligible employees can enter the plan at specific “offering dates” that occur in six-month intervals.

The aggregate maximum number of shares of the Company’s common stock that may be granted under the ESPP is 1.3 million shares over the ten-year term of the ESPP, subject to adjustment in the event there is a reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, or similar transaction with respect to the common stock. As of December 31, 2020, 1.3 million shares remain available for future issuance.

The Company recognized employee stock purchase plan expense of $20,000, $60,000 and $90,000 in 2020, 2019 and 2018, respectively.

Stock Options

The estimated weighted-average fair value of stock options granted during 2020, was $1.98 per option, using the Black-Scholes option-pricing model based on the following assumptions:

Expected Volatility: The Company utilizes a volatility factor based on the Company’s historical stock prices for a period of time equal to the expected term of the stock option utilizing weekly price observations. For 2020, the Company utilized weighted-average volatility factors of 52.5%.

Expected Term: Due to limited historical exercise data, the Company utilizes the simplified method of determining the expected term based on the vesting schedules and terms of the stock options. For 2020, the Company utilized weighted-average expected term factors of 5.0 years.

Risk-Free Interest Rate: The risk-free interest rate factor utilized is based upon the implied yields currently available on U.S. Treasury zero-coupon issues over the expected term of the stock options. For 2020, the Company utilized a weighted-average risk-free interest rate factor of 0.3%.

 

The fair value of stock options is recorded as compensation expense on a straight-line basis over the vesting periods of the options and we account for forfeitures when they occur.

 

Information related to all stock options under the 2017 Plan, 2007 Plan, and the 2020 Inducement Awards for 2020, 2019 and 2018 is shown in the tables below:

(shares in thousands)

 

Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Term

 

Aggregate

Intrinsic

Value

($000)

 

Outstanding at December 31, 2019

 

 

410

 

 

$

11.45

 

 

4.7 years

 

 

 

 

Forfeitures

 

 

(71

)

 

 

10.86

 

 

 

 

 

 

 

Granted

 

 

1,215

 

 

 

11.06

 

 

 

 

 

 

 

Outstanding at December 31, 2020

 

 

1,554

 

 

 

11.17

 

 

5.8 years

 

$

195

 

Exercisable at December 31, 2020

 

 

330

 

 

 

11.66

 

 

3.0 years

 

$

6

 

 

(Shares in thousands)

 

Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Term

 

Aggregate

Intrinsic

Value

($000)

 

Outstanding at December 31, 2018

 

 

507

 

 

$

10.43

 

 

5.2 years

 

 

 

 

Forfeitures

 

 

(31

)

 

 

6.84

 

 

 

 

 

 

 

Exercised

 

 

(66

)

 

 

4.10

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

 

410

 

 

 

11.45

 

 

4.7 years

 

$

32

 

Exercisable at December 31, 2019

 

 

355

 

 

 

12.08

 

 

4.6 years

 

$

29

 

 

(Shares in thousands)

 

Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Term

 

Aggregate

Intrinsic

Value

($000)

 

Outstanding at December 31, 2017

 

 

655

 

 

$

10.53

 

 

6.0 years

 

 

 

 

Forfeitures

 

 

(132

)

 

 

11.53

 

 

 

 

 

 

 

Exercised

 

 

(16

)

 

 

5.55

 

 

 

 

 

 

 

Outstanding at December 31, 2018

 

 

507

 

 

 

10.43

 

 

5.2 years

 

$

186

 

Exercisable at December 31, 2018

 

 

402

 

 

 

10.52

 

 

4.6 years

 

$

186

 

 

 

 

Restricted Stock Awards

 

Information related to restricted stock awards under the 2017 Plan, 2007 Plan, and the 2020 Inducement Awards for 2020, 2019 and 2018 is shown in the table below. The fair value of restricted stock awards is based on the price of the stock in the open market on the date of the grant.  The fair value of the restricted stock awards is recorded as compensation expense on a straight-line basis over the vesting periods of the awards and we account for forfeitures when they occur.

 

(Shares in thousands)

 

Shares

 

 

Weighted

Average

Grant Date

Fair Value

 

Nonvested at December 31, 2017

 

 

554

 

 

$

9.75

 

Granted

 

 

963

 

 

 

5.21

 

Vested

 

 

(217

)

 

 

9.50

 

Forfeited

 

 

(49

)

 

 

9.80

 

Nonvested at December 31, 2018

 

 

1,251

 

 

 

6.30

 

Granted

 

 

464

 

 

 

7.50

 

Vested

 

 

(310

)

 

 

7.24

 

Forfeited

 

 

(84

)

 

 

6.36

 

Nonvested at December 31, 2019

 

 

1,321

 

 

 

6.80

 

Granted

 

 

648

 

 

 

5.64

 

Vested

 

 

(284

)

 

 

7.60

 

Forfeited

 

 

(638

)

 

 

5.91

 

Nonvested at December 31, 2020

 

 

1,047

 

 

 

6.00

 

 

The Company received zero, $7,000 and $0.1 million of cash from employees exercising options in 2020, 2019 and 2018, respectively. The intrinsic value of options exercised during 2020, 2019 and 2018 was zero, $0.3 million and $24,000, respectively.

Unrecognized compensation expense related to nonvested shares of stock options, restricted stock and performance units was $6.0 million at December 31, 2020 and will be recognized over a weighted average vesting period of 2.7 years.

Dividends

Our dividend policy and the payment of cash dividends under that policy are subject to the Board of Director’s continuing determination that the dividend policy and the declaration of dividends are in the best interest of the Company’s stockholders. Future dividends and the dividend policy may be changed at the Company’s discretion at any time. Payment of dividends is also subject to the continuing compliance with our financial covenants under our Credit Facility. On November 6, 2017, the Board of Directors reviewed the Company’s dividend policy and determined that it would be in the best interest of the stockholders to suspend dividend payments.