13. Shareholders’ Equity and Stock-based Compensation

The Company has a 2006 Equity Incentive Plan and a 2015 Equity Incentive Plan. The 2015 Equity Incentive Plan replaced the 2006 Equity Incentive Plan and new grants may not be made under the 2006 Plan.

Under the 2015 Equity Incentive Plan, the Company may grant stock options, stock awards, stock appreciation rights, restricted stock units (“RSUs”) and other equity-based awards. Under all awards, the terms are fixed on the grant date.

The Company granted 0 and 98 RSUs for the three and nine months ended September 30, 2018. The closing price of the Company’s common stock on the date of grant was $0 and $20.61, respectively, for the RSUs granted for the three and nine months ended September 30, 2018. The RSUs vest in equal, annual installments over a three year period beginning on the first anniversary of the date of grant at which time common stock is issued with respect to vested units.

The Company also has granted stock options under the plans. Options granted under the plans generally vest in equal, annual installments over a three-year period beginning on the first anniversary of the date of grant and have a maximum term of 10 years.

Stock option activity during the nine months ended September 30, 2018 was as follows:


	Outstanding Awards				Weighted-average		Aggregate
	Stock Options	RSUs	Total		Exercise Price (a)		Intrinsic Value

Outstanding at December 31, 2017	1,453	-	1,453	$	5.95
Forfeited, cancelled or expired	(18)	-	(18)		7.93
Granted	-	98	98		-
Exercised	(578)	-	(578)		5.69

Outstanding at September 30, 2018	857	98	955	$	5.56	$	48,377

Exercisable at September 30, 2018	603	-	603	$	5.76	$	30,438

Available for future grant at December 31, 2017	251

Available for future grant at September 30, 2018	249

(a) The weighted average exercise price calculation does not include outstanding RSUs

The number of shares available for future grants at September 30, 2018 does not include a total of up to 455 shares subject to options outstanding under the 2006 Equity Incentive Plan which will become available for grant under the 2015 Equity Incentive Plan in the event of the expiration, cancellation or surrender of such options.

The Company recorded $358 and $1,025 of non-cash stock compensation expense for the three and nine months ended September 30, 2018, respectively. The Company recorded $209 and $634 of non-cash stock compensation expense for the three and nine months ended September 30, 2017, respectively. As of September 30, 2018, there was $2,295 of total unrecognized compensation costs related to non-vested stock option and RSU awards that are expected to be recognized over a weighted-average period of 2.02 years. The total intrinsic value of options exercised during the nine months ended September 30, 2018 was 25,060.

The Company also has an Employee Stock Purchase Plan (the “Purchase Plan”). The Purchase Plan, as amended, through September 30, 2018, provides that a maximum of 300 shares may be sold under the Purchase Plan. There were 1 and 5 shares purchased under the plan for the three and nine months ended September 30, 2018, respectively, and 3 and 10 shares purchased for the three and nine months ended September 30, 2017, respectively.

On August 20, 2018, the Company completed a public offering and sale of 1,725 shares of common stock at a price to the public of $55 per share less an underwriting discount of $3.30 per share. The net proceeds from this offering, after deducting underwriting discounts and offering expenses, totaled approximately $88,967 and were used to repay debt, fund capital expenditures, to repurchase and retire 500 shares of common stock owned by directors and officers and for working capital and other general corporate purposes.