Share-based Payment Arrangements

9 Months Ended

Sep. 30, 2021

Share-Based Payment Arrangements [Abstract]

Share-Based Payment Arrangements

9. Share-Based Payment Arrangements

Our 2005 Long Term Incentive Plan (“2005 LTIP”) is a stock compensation plan for key employees and non-employee directors that was initially approved by the shareholders on May 26, 2005 and expired by its terms on May 27, 2015.  As of September 30, 2021, there were no outstanding incentive stock options and outstanding non-qualified stock options to purchase 14,157 shares of our common stock. The exercise price of all such outstanding stock options is equal to the fair market value of our common stock on the date of grant.

Our 2015 Long Term Incentive Plan (“2015 LTIP”) was approved by shareholders on May 29, 2015.  There are 2,000,000 shares authorized for issuance under the 2015 LTIP.  As of September 30, 2021, restricted stock units representing the right to receive up to 84,744 shares of our common stock were outstanding under the 2015 LTIP.  There were no stock option awards granted under the 2015 LTIP as of September 30, 2021.

Stock Options:

A summary of the status of our stock options as of September 30, 2021 and changes during the nine months then ended is presented below:

				Average
				Remaining	Aggregate
	Number of	Weighted Average		Contractual	Intrinsic Value
	Shares	Exercise Price		Term (Years)	($000)
Outstanding at January 1, 2021	14,157	$	6.99
Granted	—	$	—
Exercised	—	$	—
Forfeited or expired	—	$	—
Outstanding at September 30, 2021	14,157	$	6.99	0.3	$	—
Exercisable at September 30, 2021	14,157	$	6.99	0.3	$	—

The following table details the intrinsic value of options exercised, total cost of share-based payments charged against income before income tax benefit and the amount of related income tax benefit recognized in income for the periods indicated (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Intrinsic value of options exercised	$	—	$	—	$	—	$	—
Cost of share-based payments (non-cash)	$	—	$	—	$	—	$	—
Income tax benefit of share-based payments recognized in income	$	—	$	—	$	—	$	—

As of September 30, 2021, there was no unrecognized compensation cost related to non-vested stock options granted under our plans which is expected to be recognized in the future.

The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatilities are based on the historical volatility of Hallmark’s and similar companies’ common stock for a period equal to the expected term. The risk-free interest rates for periods within the contractual term of the options are based on rates for U.S. Treasury Notes with maturity dates corresponding to the options expected lives on the dates of grant. Expected term is determined based on the simplified method as we do not have sufficient historical exercise data to provide a basis for estimating the expected term. There were no stock options granted during the first nine months of 2021 or 2020.

Restricted Stock Units:

Restricted stock units awarded under the 2015 LTIP represent the right to receive shares of common stock upon the satisfaction of vesting requirements, performance criteria and other terms and conditions. Restricted stock units vest and shares of common stock become issuable on March 31 of the third calendar year following the year of grant if performance criteria have been satisfied.

The performance criteria for all restricted stock units require that we achieve certain compound average annual growth rates in book value per share as well as certain average combined ratio percentages over the vesting period in order to receive shares of common stock in amounts ranging from 50% to 150% of the number of restricted stock units granted. Grantees of restricted stock units do not have any rights of a stockholder, and do not participate in any distributions to our common stockholders, until the award fully vests upon satisfaction of the vesting schedule, performance criteria and other conditions set forth in their award agreement. Therefore, unvested restricted stock units are not considered participating securities under ASC 260, “Earnings Per Share” (Topic 260), and are not included in the calculation of basic or diluted earnings per share.

Compensation cost is measured as an amount equal to the fair value of the restricted stock units on the date of grant and is expensed over the vesting period if achievement of the performance criteria is deemed probable, with the amount of the expense recognized based on our best estimate of the ultimate achievement level.  The grant date fair value of restricted stock units granted in 2017, 2018 and 2019 was $10.20, $10.87 and $18.10 per unit, respectively.  We incurred compensation expense of $4 thousand and $158 thousand related to restricted stock units during the three months and nine months ended September 30, 2021, respectively.  We incurred compensation expense (benefit) of $154 thousand and ($416) thousand related to restricted stock units during the three months and nine months ended September 30, 2020, respectively.  We recorded income tax benefit of $1 thousand and $33 thousand related to restricted stock units during the three months and nine months ended September 30, 2021, respectively.  We recorded income tax benefit (expense) of $32 thousand and ($88) thousand related to restricted stock units during the three months and nine months ended September 30, 2020, respectively.  

The following table details the status of our restricted stock units as of and for the nine months ended September 30, 2021 and 2020:

	Number of Restricted Stock Units
	2021	2020
Nonvested at January 1	228,827	353,491
Granted	—	—
Vested	(30,309)	(19,065)
Forfeited	(142,022)	(92,563)
Nonvested at September 30	56,496	241,863

As of September 30, 2021, there was $0.2 million of unrecognized grant date compensation cost related to unvested restricted stock units assuming compensation cost accrual at target achievement level.  Based on the current performance estimate, we expect to recognize $95 thousand of compensation cost related to unvested restricted stock units, of which $48 thousand is expected to be recognized during the remainder of 2021 and $47 thousand is expected to be recognized in 2022.